SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

For the quarterly period ended January 30, 2005 or

For the transition period from                    to                   

0-21488

(Commission File Number)

CATALYST SEMICONDUCTOR, INC.

(Exact name of Registrant as specified in its charter)

(408) 542-1000

(Registrant’s telephone number, including area code)

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ý No o

Indicate by check mark whether the Registrant is an accelerated filer (as defined in Rule 12(b)(2) of the Exchange Act). Yes ý No o

The number of shares outstanding of the Registrant’s Common Stock as of March 4, 2005 was 17,280,593 exclusive of 4,757,675 shares of treasury stock.

CATALYST SEMICONDUCTOR, INC.

TABLE OF CONTENTS

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PART I. Financial Information

Item 1. Financial Statements

CATALYST SEMICONDUCTOR, INC.

UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands, except per share data)

See accompanying notes to the unaudited condensed consolidated financial statements.

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CATALYST SEMICONDUCTOR, INC.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

See accompanying notes to the unaudited condensed consolidated financial statements.

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CATALYST SEMICONDUCTOR, INC.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

See accompanying notes to the unaudited condensed consolidated financial statements.

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CATALYST SEMICONDUCTOR, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Note 1 - Basis of Presentation:

Catalyst Semiconductor, Inc. (the “Company”), was founded in October 1985, and designs, develops and markets a broad line of reprogrammable non-volatile memory and analog/mixed-signal products.

In the opinion of the management of the Company, the unaudited condensed consolidated interim financial statements included herein have been prepared on the same basis as the Company’s April 30, 2004 audited consolidated financial statements and include all adjustments, consisting of only normal recurring adjustments, necessary to fairly state the information set forth herein.  For further information, refer to the consolidated financial statements and footnotes thereto included in the Company’s Annual Report on Form 10-K for the year ended April 30, 2004, as amended.

The Company’s fiscal year is the 52 or 53-week period ending on the Sunday closest to April 30.  In a 52 week year, each fiscal quarter consists of 13 weeks.  Fiscal year 2004 was comprised of 53 weeks with the extra week added to the third quarter making it consist of 14 weeks.  Fiscal year 2005 will be comprised of 52 weeks.  For ease of presentation, all periods are presented as if they ended on month end. All references to the quarter refer to the Company’s fiscal quarter.  Our fiscal quarter covered by this report ended on January 30, 2005.

Principles of Consolidation

The consolidated financial statements include the accounts of Catalyst Semiconductor, Inc. and its wholly owned subsidiaries, Nippon Catalyst KK (“NCKK”), a sales organization in Japan, and Catalyst Semiconductor Romania SRL (“CSR”), a product development center in Bucharest, Romania. All significant intercompany accounts and transactions are eliminated in consolidation.

Uses of Estimates

The preparation of financial statements in conformity with generally accepted accounting principles in the United States (“US GAAP”) requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes.  Estimates in these financial statements include inventory valuation, deferral of gross profit on shipments of inventory not sold by the distributor at the end of the period, reserves for stock rotation on sales to distributors, the original equipment manufacturers (“OEMs”) sales return reserve, allowances for doubtful accounts receivable and income taxes.  Actual results could differ from those estimates.

Stock-Based Compensation

The Company has elected to measure employee stock-based compensation costs using the intrinsic value method prescribed by the Accounting Principles Board Opinion (“ABP”) No. 25, “Accounting for Stock Issued to Employees”.  Accordingly, no compensation expense has been recorded for stock options granted with exercise prices greater than or equal to the fair value of the underlying common stock at the option grant date.

Pro forma information regarding net income and earnings is required by SFAS No. 123, “Accounting for Stock-Based Compensation.” as amended by SFAS No. 148, “Accounting for Stock-Based Compensation-Transition and Disclosure.  SFAS No. 123 requires the disclosure of pro forma net income (loss) and earnings (loss) per share as if we had adopted the fair value method.  Stock-based compensation to employees under SFAS No. 123 is based on the fair value of the option, estimated using the Black-Scholes Option Pricing Model on the date of grant.  The related stock-based compensation expense is recognized over the vesting period.

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The following table illustrates the effect on net income (loss) and net income (loss) per share if the Company had applied the fair value recognition provisions of SFAS No. 123 to stock-based employee compensation:

Note 2 — Significant Accounting Policies

Cash and Cash Equivalents

All highly liquid investments held with a remaining maturity of three months or less are considered cash equivalents.

Short-term Investments

All of the Company’s short-term investments are classified as available-for-sale.  Investments in available-for-sale securities are reported at fair value with unrealized gains and losses, net of related tax, as a component of accumulated other comprehensive income (loss). Refer to Note 4 for details related to available-for-sale securities.

Fair Value of Financial Instruments

The Company measures its financial assets and liabilities in accordance with generally accepted accounting principles.  For financial instruments, including cash and cash equivalents, short-term investments, accounts receivable, accounts payable and accrued expenses, the carrying amounts approximate fair value due to their short maturities.

Foreign Currency Translation

The Company uses the U.S. dollar as its functional currency.  All of the Company’s sales and a substantial majority of its costs are transacted in U.S. dollars.  The Company purchases wafers and has test and assembly activities in Asia and supports sales and marketing activities in various countries outside of the United States.  Most of these costs are paid for with U.S. dollars.  The research and development personnel costs in Romania are tracked against the euro while all other activities are paid in Romanian leu.  Foreign currency transaction gains and losses, resulting from remeasuring local currency to the U.S. dollar, are included in determining net income for the period.  They were not material for the periods presented.

Recognition of Revenues

The Company generally recognizes revenues as products are shipped if evidence of an arrangement exists, the customer has taken title to the products, services, if any, have been rendered, the sales price is fixed or determinable, collection of the resulting receivable is reasonably assured and product returns are reasonably estimable.

The Company markets and sells products directly through its sales force and sales representatives to original equipment manufacturers (“OEM”) and indirectly through distributors and resellers.  Revenues are recognized upon delivery to OEMs and resellers who have no, or limited, product return rights and no price protection rights.  Reserves for estimated returns and allowances are provided against net revenues at the time of recognition of revenues.  The Company also sells products to certain distributors under agreements which allow certain rights to return the product and price protection rights.  These agreements generally permit the distributor to return up to 10%, by value, of the total products they purchased from the Company every six months.  As a result of the

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above, the Company defers recognition of revenues until the time the distributor sells the product to an end-customer.  Upon shipment to a distributor, the Company records an accounts receivable from the distributor, relieves inventory for the cost of the product shipped, and records the gross profit, which equals revenues less the cost of revenues, on the consolidated balance sheet as “deferred gross profit on shipments to distributors” until such time as the inventory is resold by the distributor to their end customers.

Inventories

Inventory is stated at the lower of standard cost or net realizable value. Standard cost approximates actual cost on a first-in, first-out basis.  The Company periodically reviews its inventory for slow moving or obsolete items and writes down the related products to estimated net realizable value.  Inventory reserves once established are not reversed until the related inventory has been sold or physically scrapped.

Shipping and Handling Costs

The Company charges internal freight shipments within the supply chain and associated handling costs to the “cost of revenues” on its consolidated statements of operations.  The Company charges outbound freight shipments and associated handling costs to “selling, general and administrative” on its consolidated statements of operations.  Such outbound freight costs aggregated to $91,628 and $156,384 for the three months ended January 31, 2005 and 2004, respectively and to $404,783 and $473,187 for the nine months ended January 31, 2005 and 2004, respectively.

Property and Equipment

Property and equipment are stated at cost less accumulated depreciation and amortization.  Depreciation is calculated on a straight-line basis over the estimated useful lives of the assets.  Furniture, office equipment and engineering/test equipment are depreciated over five years.  Computer hardware and software is depreciated over either three or five years.  Buildings are generally depreciated over 30 years.  Amortization of leasehold improvements is computed on a straight-line basis and amortized over the shorter of the lease term or the estimated useful lives of the assets.

Concentration of Credit Risk

Financial instruments, which potentially subject the Company to concentrations of credit risk, consist principally of cash and cash equivalents, short-term investments and accounts receivable.  Cash and cash equivalents and short-term investments are maintained with high quality financial institutions.  The Company’s accounts receivable are denominated in U.S. dollars and are derived from sales to customers located principally in North America, Europe and Asia.  The Company performs ongoing credit evaluations of its customers and generally does not require collateral.

As of January 31, 2005, two customers accounted for 10% or more of the Company’s gross accounts receivable.  These two customers each accounted for 11.0% of gross accounts receivable. As of April 30, 2004, one customer accounted for more than 10% of the Company’s gross accounts receivable.  This customer accounted for 15% of gross accounts receivable.

Concentration of Other Risks

The semiconductor industry is characterized by rapid technological change, competitive pricing pressures and cyclical market patterns.  The Company’s financial results are affected by a wide variety of factors, including general economic conditions worldwide, economic conditions specific to the semiconductor industry, the timely implementation of new manufacturing process technologies and the ability to safeguard patents and intellectual property in a rapidly evolving market.  In addition, the semiconductor market has historically been cyclical and subject to significant economic downturns at various times.  As a result, the Company may experience significant period-to-period fluctuations in operating results due to the factors mentioned above or other factors.

Advertising Costs

Costs related to advertising and promotional expenditures are charged to “selling, general and administrative” on its consolidated statements of operations.  Such advertising and promotional expenditures aggregated to $31,445 and $410 for the three months ended January 31, 2005 and 2004, respectively and to $38,806 and $11,966 for the nine months ended January 31, 2005 and 2004, respectively.

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Accumulated Other Comprehensive Income (Loss)

Accumulated other comprehensive income (loss) includes all changes in equity (net assets) during a period from non-owner sources.  Accumulated other comprehensive income (loss) for the Company is comprised of unrealized gains (losses) on securities available-for-sale, net of tax.

Segment Reporting

The Company uses SFAS No. 131, “Disclosures about Segments of an Enterprise and Related Information” (“SFAS 131”). SFAS 131 uses the management approach in identifying reportable segments.  The management approach designates the internal organization that is used by management for making operating decisions and assessing performance as the source of the company’s reportable segments.  Based on its operating structure and management reporting, the Company has concluded it has one reporting segment: the semiconductor manufacturing segment.

New Accounting Pronouncements

In March 2004, the FASB approved EITF Issue 03-6, “Participating Securities and the Two-Class Method under FAS 128.”  EITF Issue 03-6 supersedes the guidance in Topic No. D-95, “Effect of Participating Convertible Securities on the Computation of Basic Earnings per Share,” and requires the use of the two-class method of participating securities.  The two-class method is an earnings allocation formula that determines earnings per share for each class of common stock and participating security according to dividends declared (or accumulated) and participation rights in undistributed earnings.  In addition, EITF Issue 03-6 addresses other forms of participating securities, including options, warrants, forwards and other contracts to issue an entity’s common stock, with the exception of stock-based compensation (unvested options and restricted stock) subject to the provisions of Opinion 25 and SFAS 123.  EITF Issue 03-6 is effective for reporting periods beginning after March 31, 2004 and should be applied by restating previously reported earnings per share.  The Company adopted EITF Issue 03-6 effective April 30, 2004.  The standard had no impact on the Company’s reported earnings per share.

In November 2004, the Financial Accounting Standards Board issued SFAS No. 151, “Inventory Costs”, an amendment of Accounting Research Bulletin No. 43, Chapter 4.  This Statement is the result of a broader effort by the FASB working with the International Accounting Standards Board to reduce differences between U.S. and international accounting standards. SFAS No. 151 eliminates the “so abnormal” criterion in ARB No. 43 and companies will no longer be permitted to capitalize inventory costs on their balance sheets when the production defect rate varies significantly from the expected rate.  It also makes clear that fixed overhead should be allocated based on “normal capacity.” SFAS No. 151 is effective for inventory costs incurred during fiscal periods beginning after June 15, 2005.  The Company does not believe that the adoption of SFAS 151 will have a material effect on the results of operations or consolidated financial position.

In December 2004, the Financial Accounting Standards Board (FASB) issued SFAS No. 123 (revised 2004), “Share-Based Payment” (SFAS 123R).  SFAS 123R eliminates the alternative of applying the intrinsic value measurement provisions of APB 25 to stock compensation awards issued to employees.  Rather, the new standard requires enterprises 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.  That cost will be recognized over the period during which an employee is required to provide services in exchange for the award, usually the vesting period.

The pro forma effects on net income and earnings per share as if the Company had applied the fair value recognition provisions of original SFAS 123 on stock compensation awards (rather than applying the intrinsic value measurement provisions of APB 25) are in the Notes to Condensed Consolidated Financial Statements (see Note 1).  Although the pro forma effects of applying original SFAS 123 may be indicative of the effects of adopting SFAS 123R, the provisions of these two statements differ in some important respects.  The actual effects of adopting SFAS 123R will be dependent on numerous factors including, but not limited to, the valuation model chosen by the Company to value stock-based awards; the assumed award forfeiture rate; the accounting policies adopted concerning the method of recognizing the fair value of awards over the requisite service period; and the transition method chosen for adopting SFAS 123R.  Adoption of this accounting standard will have a material adverse impact on the consolidated financial statements.  This statement will be effective for the Company’s quarter ending October 31, 2005.

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Note 3 — Net Income Per Share

Basic net income per share is computed by dividing net income available to common stockholders (numerator) by the weighted average number of common shares outstanding (denominator) during the period.  Diluted net income per share is computed using the weighted number of common and potentially dilutive common shares outstanding during the period under the treasury stock option method. In computing diluted net income per share, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options.  A reconciliation of the basic and diluted per share computations is as follows (in thousands, except per share data):

Options to purchase 2,023,000 shares of common stock at a weighted average exercise price of $6.78 per share outstanding during the three months ended January 31, 2005 and options to purchase 151,000 shares of common stock at a weighted average exercise price of $8.32 per share outstanding during the quarter ended January 31, 2004 were not included in the computation of diluted income per share because their option price was greater than the average fair market value for the period.

Options to purchase 1,666,000 shares of common stock at a weighted average exercise price of $6.89 per share outstanding during the nine months ended January 31, 2005 and options to purchase 672,000 shares of common stock at a weighted average exercise price of $6.58 per share outstanding during the quarter ended January 31, 2004 were not included in the computation of diluted income per share because their option price was greater than the average fair market value for the period.

Note 4 —Balance Sheet Components (in thousands):

The financial instruments in short term investments are highly liquid and can be converted to cash and cash equivalents without restriction and, accordingly, are classified as current assets in the accompanying condensed consolidated balance sheets.

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Note 5 – Income Taxes

The provision for income taxes was $50,000, or 32% of income before taxes, for the three months ended January 31, 2005 compared to $534,000, or 18% of income before taxes, for the three months ended January 31, 2004.  The provision for income taxes was $1.6 million, or 32% of income before taxes, for the nine months ended January 31, 2005 compared to $771,000, or 17% of income before taxes, for the nine months ended January 31, 2004.  In the second quarter of fiscal 2005, the Company revised its estimated tax provision rate from 37% to 32% based on the reinstatement of the federal R&D tax credit and a revised outlook for fiscal 2005.

Note 6 – Stockholders’ Equity

Common and Preferred Stock

The Company completed a secondary public offering of its common stock in July 2004.  The Company sold 1,450,000 common shares at $6.00 per share.  Proceeds to the Company, net of underwriting discounts and commissions and related offering expenses of $714,000 were approximately $8.0 million.  In connection with this transaction, Elex N.V., a related party, and other selling stockholders sold 2,850,000 and 300,000 common shares, respectively, at $6.00 per share.  In aggregate, 4.6 million common shares were sold.

Note 7 – Segment Reporting

The Company operates in one business segment, the semiconductor manufacturing segment.  Sales transactions are denominated in U.S. dollars.

Net revenues by product group were as follows (in thousands):

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Net revenues by geography were as follows (in thousands):

For the three months ended January 31, 2005, Memec Electronic, an international distributor, represented 10% of net revenue. No other OEM, reseller or distributor represented 10% or more of the Company’s net revenues in either three month periods ended January 31, 2005 and January 31, 2004.

For the nine months ended January 31, 2005, no OEM, reseller or distributor represented 10% or more of the Company’s net revenues.  For the nine months ended January 31, 2004, ALR Company Limited, a reseller in China, represented 11% of net revenue.

Property and equipment geographical breakdown was as follows (in thousands):

Note 8 – Commitments and Contingencies

Purchase Commitments

Purchase commitments for open purchase orders at January 31, 2005 for which goods and services had not been received were approximately $4.5 million as compared to approximately $5.9 million at April 30, 2004.

Contingencies

In the normal course of business, the Company periodically receives notification of threats of legal action in relation to claims of patent infringement by the Company.  Currently there are no such active actions.  Although no assurances can be given as to the results of such claims, management does not believe that any such results will have a material adverse impact on the Company’s financial condition, results of operations, or cash flows.

In November 2002, the FASB issued FASB Interpretation No. 45, “Guarantor’s Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of Others” (“FIN 45”).  The Company applies the disclosure provisions of FIN 45 to its agreements that contain guarantee or indemnification clauses.  FIN 45 requires that a liability be recorded in the guarantor’s balance sheet upon issuance of a guarantee.  In addition, FIN 45 requires disclosures about the guarantees that an entity has issued, including a reconciliation of changes in the entity’s product warranty liabilities.  These disclosure provisions expand those required by SFAS No. 5 “Accounting for Contingencies” by requiring that guarantors disclose certain types of guarantees, even if the likelihood of requiring the guarantor’s performance is remote.  The following is a description of significant arrangements through which the Company is a guarantor:

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Indemnification Obligations

The Company is a party to a variety of agreements pursuant to which it may be obligated to indemnify the other party with respect to certain matters.  Typically, these obligations arise in the context of contracts entered into by the Company, under which the Company customarily agrees to hold the other party harmless against losses arising from a breach of representations and covenants related to such matters as title to assets sold and certain intellectual property rights.  Generally, payment by the Company is conditioned on the other party making a claim pursuant to the procedures specified in the particular contract, which procedures typically allow the Company to challenge the other party’s claims.  Further, the Company’s obligations under these agreements may be limited in terms of time and/or amount, and in some instances, the Company may have recourse against third parties for certain payments made by it under these agreements.

It is not possible to predict the maximum potential amount of future payments under these or similar agreements due to the conditional nature of the Company’s obligations and the unique facts and circumstances involved in each particular agreement.  Historically, payments made by the Company under these agreements have not had a material effect on its business, financial condition, cash flows or results of operations.  The Company believes that if it were to incur a loss in any of these matters, such loss should not have a material effect on its business, financial condition, cash flows or results of operations.

Product Warranties

The Company estimates its product warranty costs based on historical warranty claim experience and applies this estimate to the revenue stream for products under warranty. Included in the Company’s sales returns reserves are estimated return exposures associated with product warranties.  Estimated future costs for warranties applicable to revenues recognized in the current period are charged to the Company’s cost of revenues.  The warranty accrual is reviewed quarterly to verify that it properly reflects the remaining obligations based on the anticipated expenditures over the balance of the obligation period.  Adjustments are made when actual claim experience differs from estimates.  Warranty costs were less than $100,000 for the nine months ended January 31, 2005 and 2004.

Note 9 — Related Party Transactions

Elex N.V.

During the fourth quarter of fiscal 2000, the Company began taking delivery of wafers fabricated at X-FAB Texas, Inc. (“X-FAB”), a wholly owned subsidiary of Elex N.V. (“Elex”), a Belgian holding company. Roland Duchâtelet, the Chairman and Chief Executive Officer of Elex, serves as a member of the Company’s Board of Directors.  Elex initially became a related party in 1998 through the purchase of 5.5 million restricted shares of the Company’s common stock.  The wafers provided by X-FAB include most of the Company’s analog/mixed-signal products and supplement some of the same EEPROM designs fabricated at various other foundries the Company utilizes.  Other than purchase orders currently open with X-FAB, there is no purchasing agreement in place with X-FAB.

During the nine months ended January 31, 2005 and 2004, the Company purchased $1.5 million and $2.7 million of wafers, respectively, from X-FAB.  As of January 31, 2005, the total amount owed X-FAB was $339,000. In the first quarter of fiscal 2005, Elex reduced its holdings from 3,578,700 shares, or 21.8% of the outstanding shares of the Company as of April 30, 2004, to 728,700 shares, or 4.2% of the outstanding shares of the Company as of January 31, 2005.

The company believes that the terms of these transactions were no less favorable than reasonably could be expected to be obtained from unaffiliated parties.

Note 10 – Other

In 1989, the Company entered into a license agreement with Philips Export B.V. and U.S. Philips Corporation (collectively, “Philips”) to license technology pertinent to their IIC bus technology.  The Company paid royalties under this license through 1993, at which point the Company believed that the license became fully paid and no further royalties were owed.  In May 2001, the Company received a written communication from Philips claiming that royalties under this license were still owing on certain products.  In December 2003, Philips and the Company agreed to amend the license agreement to allow a one-time payment of $1.65 million for any royalty obligation through August 2004 when the patent expired.   In fiscal 2004, the Company charged $1.4 million to its cost of

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revenues.  In the nine months ended January 31, 2005, the Company charged $133,000 to its cost of revenues.  As of October 31, 2004, the Philips royalty costs have been fully recognized.

Note 11 – Other Comprehensive Income

The components of other comprehensive income, net of tax, are presented in the following table (in thousands):

Accumulated other comprehensive income or expense, as presented in the accompanying condensed consolidated balance sheets, consists of the unrealized gains and losses on the available-for-sale investments, net of tax of $37,000.

Note 12 — Subsequent Event

On February 23, 2005, the Company’s Board of Directors authorized an increase in the number of shares that could be repurchased under the existing open market stock repurchase program by 500,000 from 3.0 million shares to 3.5 million shares.

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

Forward-Looking Statements

This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 which involve risks and uncertainties.  Our actual results could differ materially from those anticipated in these forward-looking statements as a result of certain factors that include, but are not limited to, the risks discussed in “Factors Affecting Future Results”.  These forward-looking statements include, but are not limited to: the statements relating to downward pricing trends; the statements relating to the increasing portion of our net revenues from analog/mixed-signal products; the statements relating to the sufficiency of our cash resources and cash flows to fund our operating and capital requirements and the risks associated with seeking additional financing; and the statements relating to our expenditures to install enterprise resource planning and supply chain management systems, among others.  These forward-looking statements are based on current expectations and entail various risks and uncertainties that could cause actual results to differ materially from those projected in the forward-looking statements. Such risks and uncertainties are set forth below under “Factors Affecting Future Operating Results.”

Overview

We design, develop and market a broad line of reprogrammable non-volatile memory products and analog/mixed-signal products.  Our products are used by manufacturers of electronic products in a wide range of consumer, computing, communications, industrial and automotive applications.  We generally target high volume markets for our cost effective, high quality products.  We have been a committed long term supplier of memory products even through periods of tight manufacturing capacity and cyclical market downturns.

In general, the market for our non-volatile memory is competitive and market participants have relatively weak pricing power.  For example, our average selling prices of our non-volatile memory products increased in fiscal 2004 as we tried to maintain our pricing strategy.  However, prices are sensitive to conditions in our OEM customers’ target markets and, in fiscal 2005, we began to see a downward trend in average selling prices and unit volumes for our non-volatile memory products.  In general, we expect the average selling prices for a given memory product to decline in the future, primarily due to market competition, product availability and manufacturing capacity.  In response to that trend, we continue to work with our foundries and other vendors to increase the manufacturing efficiency of our products.

We are leveraging our extensive experience in high volume, reprogrammable memory products to develop complementary analog/mixed-signal products that offer our customers a more complete system solution.  In fiscal 2003, we strengthened and expanded the expertise of our research and development team by establishing our own development center in Bucharest, Romania and by hiring additional engineers in Romania and in our Sunnyvale, California headquarters.  In fiscal 2005, we purchased a new building in Bucharest for our Romanian product development team.  We continue to make substantial investments in research and development to advance our non-volatile memory products, as well as develop broader solutions with our line of analog/mixed-signal products.

Sales of analog/mixed-signal products continue to trend upwards reaching 4.4% of net revenues in the first nine months of fiscal 2005 compared to 1.8% of net revenues for the same period in fiscal 2004.  Our unit volume and average selling prices for these products continue to be relatively strong in fiscal 2005 and we expect net revenues from analog/mixed-signal products to comprise a larger portion of our net revenues in the future.

Our business is less capital intensive than traditional semiconductor companies since we outsource to third parties the manufacturing, assembling and most of the testing of our products.    We strive to maintain long term relationships with our suppliers to ensure stability in our supply of products at a competitive cost.  In addition, in an effort to alleviate any potential wafer capacity constraints, we maintain a supply of wafers in a die bank for selected products.

We market and sell our products directly through our sales force and sales representatives to original equipment manufacturers (“OEM”) and indirectly through distributors and resellers who sell to their end customers.  Indirect sales were a majority of our total sales from fiscal 2004 through the third quarter of fiscal 2005.  Our total customer base, including OEMs and end customers of our distributors and resellers, is relatively diverse and during our fiscal 2005 consisted of more than 3,000 customers. We have approximately 50 distributors and resellers.

Our sales are initiated by purchase orders received from our customers and are typically shipped within a few weeks of receiving the order.  Since industry practice allows customers to reschedule or cancel orders on relatively short notice, we do not use backlog to

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forecast our future net revenues.  Cancellations of customer orders, distributor price protection and distributor stock rotation rights, all industry standards, could result in the loss of future net revenues without allowing us sufficient time to reduce our inventory and operating expenses.

Sales to customers outside the United States comprised the vast majority of our net revenues in recent periods.  This increasing non-United States growth in net revenues was consistent with the trend towards outsourcing of the manufacturing process, particularly to companies who manufacture in Asia.  Substantially all sales of our products are denominated in U.S. dollars, minimizing the effects of currency fluctuations.

Description of Operating Accounts

Net Revenues. Net revenues consist of product sales, net of returns and allowances.

Gross Profit. Gross profit is net revenues less cost of revenues and is affected by a number of factors, including competitive pricing, product mix, foundry pricing, test and assembly services and manufacturing yields.  Cost of revenues consists primarily of costs of manufacturing, assembly and testing of our products as well as compensation and associated costs related to manufacturing support, internal freight shipments and quality assurance personnel. It also can include, on occasion, adjustments to inventory valuations based on demand and average selling prices expected in future periods.

Research and Development. Research and development expense consists primarily of compensation and associated costs for engineering, technical and support personnel, contract engineering services, depreciation of equipment and cost of wafers and mask sets used to evaluate new products and new versions of current products.

Selling, General and Administrative. Selling, general and administrative expense consists primarily of compensation and associated costs for sales, marketing and administrative personnel, commissions, promotional activities, outbound freight shipments, professional fees and director and officer insurance.

Critical Accounting Estimates

The preparation of our consolidated financial statements and related disclosures in conformity with US GAAP requires us to make estimates and judgments that affect the amounts reported in our financial statements and accompanying notes.  We evaluate our estimates and judgments based on historical experience and apply them on a consistent basis.  We believe that such consistent application results in financial statements and accompanying notes that fairly represent our financial condition, operating results and cash flows for all periods presented.  However, any factual errors or errors in these estimates and judgments may have a material impact on our financial conditions, operating results and cash flows.

Recognition of Revenues

We generally recognize revenues as products are shipped if all of the following criteria are met:

•        we have evidence that a sales arrangement exists;

•        our customer has taken title to the products;

•        we have performed the services, if any;

•        the sales price is fixed or determinable;

•        we believe that collection of the resulting receivable is reasonably assured; and

•        we can reasonably estimate product returns.

We sell our products directly through our sales force and sales representatives to OEMs and indirectly through distributors and resellers who sell to their end customers.  We recognize revenues upon delivery to OEM customers and resellers who have no, or

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limited, product return rights and no price protection rights.  We deem that delivery occurs when legal title and the risk of loss transfers to the customer.  Delivery is generally defined by the customers’ shipping terms, as stated in the related purchase order.  If the customers’ purchase orders do not define the shipping terms, the shipping terms will be Ex-Works as defined in our invoice.  We record an estimated allowance for returns from OEM customers and resellers, based on a percentage of our revenues.  This estimate is based on historical averages.

We sell to some of our distributors under agreements which provide for product return and price protection rights.  These agreements generally permit the distributor to return up to 10% by value of the total products that the distributor has purchased from us in a specified nine month period.  We defer recognition of revenues until such time as the distributor resells the product to their end customer, at which time the sales price becomes fixed.  On a monthly basis, we receive point of sales information from each distributor. Using this information, we determine the amount of revenues to recognize.  For distributors who have product return rights, we also record an inventory reserve to address the cost of products we anticipate that we will not be able to resell after their return by the distributors.  For distributors who have price protection rights, distributors may take the associated credits immediately and in general, we process the credits one or two months after the credit is taken by the distributor.  We record a reserve to cover the estimated liability of those unprocessed credits.  We re-evaluate our revenue recognition policies periodically and no less often than annually.

Inventory Valuation

We value our inventory at the lower of standard cost or net realizable value.  Standard cost approximates actual cost on a first-in, first-out basis.  We routinely evaluate the value and quantities of our inventory in light of the current and expected market conditions and market trends and we record reserves for quantities in excess of anticipated demand, cost in excess of market value and product age.  Our analysis may take into consideration historical usage, open purchase orders, expected demand, anticipated sales price, new product development schedules, the effect new products might have on the sales of existing products, product age, customer design activity, customer concentration and other factors.  Our forecasts for our inventory may differ from actual inventory use and the time we have held finished goods in inventory.  The life cycles of our products are usually long and obsolescence has not been a significant factor historically in the valuation of our inventories.

We reduce the value of our inventory by analyzing on-hand quantities and open purchase orders which are in excess of demand equal to the cost of inventory that exceeds expected demand for approximately the next 12 to 15 months.  We use management judgment in establishing these reserves and do not establish reserves if we believe we can sell the excess inventory.  If market conditions are less favorable than those we estimate, we may be required to write down inventory.  If we overestimate the future selling prices, we will incur additional losses when the inventory is sold for a lower price or when we establish additional write downs to cover the even lower estimated sales price.  Once written down, we establish a new cost basis and accordingly we do not reverse inventory provisions until the associated inventory has been sold or physically scrapped.

Allowance for Doubtful Accounts

We estimate the collectibility of our accounts receivable at the end of each reporting period.  We analyze the aging of accounts receivable and bad debt history, payment history, customer concentration, customer credit worthiness and current economic trends when evaluating the adequacy of the allowance for doubtful accounts.  We maintain an allowance for doubtful accounts, which is created by charges to selling, general and administrative expenses.  Our accounts receivable balance was $8.3 million, net of allowance for doubtful accounts of $138,000, as of January 31, 2005.

Income Taxes

As part of the process of preparing our consolidated financial statements, we are required to estimate our income taxes in each of the jurisdictions in which we operate.  This process involves estimating our current tax exposure and assessing temporary differences resulting from differing treatment of items, such as deferred revenues, for tax and accounting purposes.  These differences result in deferred tax assets and liabilities, which are included on our balance sheet on a net basis.  We then assess the likelihood that our deferred tax assets will be recovered from future taxable income and to the extent we establish a valuation allowance or increase this allowance in a period, we will include an additional tax provision in the statement of operations.

We reassess and may adjust the estimated tax rate quarterly.  We apply the current tax rate to the year to date income and the tax provision and tax expense is adjusted accordingly.  We applied income tax rates of 37%, 32% and 32% to our year to date income for the first, second and third fiscal quarters of 2005, respectively.

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We make significant judgments in determining our provision for income taxes, our deferred tax assets and any valuation allowance recorded against our net deferred tax asset.  As of January 31, 2005, our gross deferred tax assets, consisting primarily of net operating loss carryforwards, tax credit carryforwards and nondeductible reserves and accruals, were valued at $9.1 million and our valuation allowance was zero.

We have concluded that all of our deferred tax assets would be realizable, based on available objective evidence and our recent history of income before taxes.

Results of Operations

The following table sets forth the percentage of net revenues for certain items in our consolidated statements of operations for the periods indicated:

The following table sets forth percentage of net revenues by product group:

Comparison of the three months ended January 31, 2005 and January 31, 2004

Net Revenues. Our net revenues decreased approximately $3.2 million, or 18.9%, to $13.7 million for the three months ended January 31, 2005 from $16.9 million for three months ended January 31, 2004.  The decrease in net revenues was primarily due to a decrease in EEPROM unit volumes and a decrease in unit volumes and average selling prices for our flash products.  These decreases were partially offset by an increase in our analog/mixed-signal product unit volume, especially our Digitally Programmable Potentiometers (“DPP”) products.

Sales to customers outside the United States represented approximately 89.6% of net revenues for the three months ended January 31, 2005 as compared to 89.3 % of net revenues for the three months ended January 31, 2004.

Gross Profit. Gross profit decreased $2.5 million, or 32.4%, to $5.2 million for the three months ended January 31, 2005 from $7.8 million for three months ended January 31, 2004.  The decrease in gross profit was primarily due to weaker demand for our products and the resulting decline in average selling prices and the shipment of higher cost inventories purchased in 2004 when foundry capacity was tighter.  Our gross profit in the quarter ended January 31, 2005 as compared to the prior year quarter ended January 31, 2004 was favorably impacted by the relative net change in inventory valuation provision.  In Q3 2004, the net change in inventory valuation provision was a decrease of $59,000, compared to a net decrease in Q3 of the prior year of $107,000.

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Research and Development. Research and development expense was $1.9 million for both the three months ended January 31, 2005 and the three months ended January 31, 2004.  As a percentage of net revenues, research and development expense was 14.2% for the three months ended January 31, 2005 and 11.4% for the three months ended January 31, 2004.  As of January 31, 2005, we employed 75 people in research and development activities, compared to 69 as of January 31, 2004.

Selling, General and Administrative. Selling, general and administrative expense increased $379,000, or 12.7%, to $3.4 million for the three months ended January 31, 2005 from $3.0 million for the three months ended January 31, 2004.  As a percentage of net revenues, selling, general and administrative expense was 24.6% and 17.7% for the three months ended January 31, 2005 and 2004, respectively.  The increase was primarily attributable to a $426,000 increase in fees paid primarily to consultants and accountants related to compliance with the Sarbanes-Oxley Act of 2002 as well as due to headcount increases during the year.  This increase was offset by an approximate $198,000 decrease in commissions paid to sales personnel and outside sales representatives resulting from the decrease in revenue.  As of January 31, 2005, we employed 55 people in selling, general and administrative activities, compared to 47 persons as of January 31, 2004.  The majority of the headcount increase was in the sales and marketing group.

Net Interest Income and Expense. We earned net interest income of $212,000 for the three months ended January 31, 2005 compared to net interest income of $108,000 for the three months ended January 31, 2004.  Our rate of return on our average balance of cash, cash equivalents and short-term investments was approximately 2.0% for the three months ended January 31, 2005 and approximately 1.3% for the three months ended January 31, 2004.  The increase in net interest income was primarily attributable to an increased rate of return and an increase in the amount of cash, cash equivalents and short-term investments from the sale of 1.45 million shares by us in a secondary offering that occurred in July 2004 and cash generated from operations.

Income Tax Provision. The provision for income taxes was $50,000, or 32% of income before taxes, for the three months ended January 31, 2005 compared to $534,000 , or 18% of income before taxes, for the three months ended January 31, 2004.  In the second quarter of fiscal 2005, we revised the tax provision from 37.0% to 32.0% based on the reinstatement of the federal R&D tax credit and a revised outlook for fiscal 2005.

Comparison of the nine months ended January 31, 2005 and January 31, 2004

Net Revenues. Our net revenues decreased $705,000, or 1.5%, to $46.0 million for the nine months ended January 31, 2005 from $46.7 million for the nine months ended January 31, 2004.  The decrease in net revenues was primarily due to a decrease in EEPROM unit volume.  These decreases were partially offset by an increase in our analog/mixed-signal business of $1.2 million, or 148% to $2.0 million for the nine months ended January 31, 2005 from $821,000 for the nine months ended January 31, 2004.

Sales to customers outside the United States represented approximately 87.3% of net revenues for the nine months ended January 31, 2005 as compared to 88.1% of net revenues for the nine months ended January 31, 2004.

Gross Profit. Gross profit increased $2.4 million, or 13.3%, to $20.3 million for the nine months ended January 31, 2005 from $17.9 million for the nine months ended January 31, 2004.  The increase is predominantly due to a decline in inventory costs throughout the nine months ended January 31, 2005.   Our costs also decreased comparatively in fiscal 2005 as a result of the $1.0 million royalty expense we recognized in the nine months ended January 31, 2004 in connection with our settlement with Philips.  We also experienced an impact from higher average selling prices for our flash and analog/mixed signal products in the nine months ended January 31, 2005.  Gross profits for the nine months ended January 31, 2004 benefited from a net release of inventory reserves of $878,000 compared to a net benefit of $135,000 during the nine months ended January 31, 2005.

Research and Development. Research and development expense increased $881,000, or 17.2%, to $6.0 million for the nine months ended January 31, 2005 from $5.1 million for the three months ended January 31, 2004.  As a percentage of net revenues, research and development expense was 13.1% for the nine months ended January 31, 2005 and 11.0% for the nine months ended January 31, 2004.  The increase in research and development expense was primarily attributable to a $345,000 increase in personnel-related expenses, related to an increase in headcount.  There were additional expenses of approximately $315,000 incurred in purchasing developmental mask sets and wafer fabrication related to product development.

Selling, General and Administrative. Selling, general and administrative expense increased $1.4 million, or 16.4%, to $9.9 million for the nine months ended January 31, 2005 from $8.5 million for the nine months ended January 31, 2004.  As a percentage of net revenues, selling, general and administrative expense was 21.5% and 18.2% for the nine months ended January 31, 2005 and 2004, respectively.  The increase was primarily attributable to a $950,000 increase in selling, general and administration personnel-related expenses related to increases in personnel and a $780,000 increase in fees paid primarily to consultants and accountants related to

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compliance with the Sarbanes-Oxley Act of 2000.  The increase in expenses were partially offset by a $172,000 reduction in commissions paid to sales personnel resulting from the decrease in revenues.

Net Interest Income and Expense. We earned net interest income of $505,000 for the nine months ended January 31, 2005 compared to net interest income of $282,000 for the nine months ended January 31, 2004.  Our rate of return on our average balance of cash, cash equivalents and short-term investments was approximately 1.6% for the nine months ended January 31, 2005 and approximately 0.9% for the nine months ended January 31, 2004.  The increase in net interest income was primarily attributable to an increased rate of return as well as to an increased amount of cash, cash equivalents and short-term investments from the sale of 1.45 million shares by us in a secondary offering in July 2004 and cash generated from operations offset by stock repurchases.

Income Tax Provision. The provision for income taxes was $1.6 million, or 32% of income before taxes, for the nine months ended January 31, 2005 compared to $771,000 , or 17% of income before taxes, for the nine months ended January 31, 2004.  The lower provision for income taxes for the nine months ended January 31, 2004 reflects the tax benefit associated with the realization of our previously reserved deferred tax assets in fiscal 2004.

Liquidity and Capital Resources

At January 31, 2005, we had cash, cash equivalents and short-term investments of $38.5 million.  Our historical sources of cash and liquidity have come from our operating activities.  In the first quarter of fiscal 2005, we completed a secondary offering that raised net proceeds of $8.0 million.  We invest our excess cash in short-term financial instruments to generate interest income.  These instruments are U.S. government debt securities, the majority of which have maturities that are less than one year.  They are highly liquid and can be converted to cash at any time.  They are classified as current assets in the balance sheet but are not considered cash and cash equivalents and are therefore excluded from our analysis of changes to cash and cash equivalents in our consolidated statement of cash flows included in this Form 10-Q.

Historically, our primary source of cash has been provided through operations and through issuance of our common stock.  Our historical uses of cash have primarily been for operating activities as well as capital expenditures.  Supplemental information pertaining to our historical sources and uses of cash is presented as follows and should be read in conjunction with our condensed consolidated statements of cash flows and notes thereto:

Net Cash from Operating Activities

Net cash provided by operating activities decreased by $2.4 million to $4.9 million for the nine months ended January 31, 2005 compared to $7.3 million for the same period one year ago.  The decrease was primarily due to an increase in inventory of $4.8 million related to higher wafer costs and an increased number of units due to the delivery of backordered purchases from our foundry suppliers, a decline in current earnings of $462,000 and differences in movement in working capital between the two periods.

Net Cash from Investing Activities

Net cash used for investing activities was $16.0 million for the nine months ended January 31, 2005 compared to net cash provided of $2.8 million for the same quarter one year ago.  Major uses of cash for investing activities during the first nine months of fiscal 2005 are primarily related to the net purchase of short term investments of $12.2 million as we increased our short term investment position, the purchase of our new building for our R&D operation in Romania for $2.1 million and continuing investments in our new enterprise resource planning and supply chain management systems.  Our investing activities during the nine months ended January 31, 2004 provided $2.8 million primarily related to the sale of short term investments of $3.8 million which was partially offset by the acquisition of equipment for our manufacturing and R&D operations of $1.0 million.

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Net Cash from Financing Activities

In the nine months ended January 31, 2005, cash provided by financing activities increased by $3.0 million to $3.6 million compared to $632,000 in the same period one year ago.  The increase primarily consists of $8.0 million in net proceeds from our public offering of 1.45 million shares in July 2004 and $580,000 in proceeds from the sale of common stock through the exercise of stock options.  We also used $5.0 million to repurchase an aggregate of 955,000 shares of common stock on the open market, at an average price per share of $5.24.

On June 14, 2004, we filed with the Securities and Exchange Commission a registration statement on Form S-3 in connection with a proposed underwritten public offering of up to 1,450,000 newly-issued shares of common stock and up to 3,150,000 shares of our common stock held by certain selling stockholders.  The registration statement became effective on July 9, 2004 and all 1,450,000 shares of common stock were issued.  The net proceeds from the secondary offering were approximately $8.0 million, after deducting our share of the underwriters discounts and commissions and other offering related expenses.

Common Stock Repurchase Plan

In September 2001, our board of directors authorized a program for the open market repurchase of up to 1.5 million shares of our common stock.  In March 2003, the board of directors increased the authorized limit to an aggregate of 2 million shares. In August 2004, the board of directors further increased the authorized limit to an aggregate of 3 million shares.  On February 23, 2005, the board of directors further increased the authorized limit by 500,000 shares to an aggregate of 3.5 million shares.  The purpose of this share repurchase program is to reduce the long-term potential dilution in earnings per share that might result from issuances under our stock option plans and to take advantage of any periodic low prices of our common stock as determined by the board of directors.  Total cumulative repurchases through January 31, 2005 are 2.5 million shares totaling $8.9 million.  The following table summarizes activity of the open market repurchase program for the stated periods and does not include our repurchases from Elex N.V.

Contractual Obligations and Commercial Commitments

The following table summarizes our contractual obligations as of January 31, 2005 and the effects these obligations and commitments are expected to have on our liquidity and cash flows in future periods (in thousands):

(1)       Our primary facility lease is for our business office in Sunnyvale, California. This lease expires in 2006 and allows us to exercise an option to extend the term by an additional five year period.

As part of our ongoing business, we do not participate in transactions that generate relationships with unconsolidated entities of financial partnerships, such as entities often referred to as structured finance or special purpose entities, or SPEs, which would have been established for the purpose of facilitating off-balance sheet arrangements or other contractually narrow or limited purpose.  As of January 31, 2005, we were not involved in any SPE transactions.

Future Liquidity

We believe that our current cash, cash equivalents and available-for-sale securities will be sufficient to meet our anticipated operating and capital requirements for at least the next 12 months.  We have no current plans, nor are we currently negotiating, to obtain additional financing.  Our long term plan is to finance our core business operations with cash we generate from operations. However, from time to time, we may raise additional capital through a variety of sources, including the public equity market, private financings, collaborative arrangements and debt.  The additional capital we raise could be used for working capital purposes, to fund

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our research and development activities or our capital expenditures or to acquire complementary businesses or technologies.  If we raise additional capital through the issuance of equity or securities convertible into equity, our stockholders may experience dilution. Those securities may have rights, preferences or privileges senior to those of the holders of the common stock.  Additional financing may not be available to us on favorable terms, if at all. If we are unable to obtain financing, or to obtain it on acceptable terms, we may be unable to successfully support our business requirements.

New Accounting Pronouncements

In March 2004, the FASB approved EITF Issue 03-6, “Participating Securities and the Two-Class Method under FAS 128.”  EITF Issue 03-6 supersedes the guidance in Topic No. D-95, “Effect of Participating Convertible Securities on the Computation of Basic Earnings per Share,” and requires the use of the two-class method of participating securities.  The two-class method is an earnings allocation formula that determines earnings per share for each class of common stock and participating security according to dividends declared (or accumulated) and participation rights in undistributed earnings.  In addition, EITF Issue 03-6 addresses other forms of participating securities, including options, warrants, forwards and other contracts to issue an entity’s common stock, with the exception of stock-based compensation (unvested options and restricted stock) subject to the provisions of Opinion 25 and SFAS 123. EITF Issue 03-6 is effective for reporting periods beginning after March 31, 2004 and should be applied by restating previously reported earnings per share.  We adopted EITF Issue 03-6 in April 2004.  The standard had no impact on our reported earnings per share.

In November 2004, the Financial Accounting Standards Board issued SFAS No. 151, “Inventory Costs”, an amendment of Accounting Research Bulletin No. 43, Chapter 4.  This Statement is the result of a broader effort by the FASB working with the International Accounting Standards Board to reduce differences between U.S. and international accounting standards.  SFAS No. 151 eliminates the “so abnormal” criterion in ARB No. 43 and companies will no longer be permitted to capitalize inventory costs on their balance sheets when the production defect rate varies significantly from the expected rate.  It also makes clear that fixed overhead should be allocated based on “normal capacity.”  SFAS No. 151 is effective for inventory costs incurred during fiscal periods beginning after June 15, 2005.  We do not believe that the adoption of SFAS 151 will have a material effect on our results of operations or consolidated financial position.

In December 2004, the Financial Accounting Standards Board (FASB) issued SFAS No. 123 (revised 2004), “Share-Based Payment” (SFAS 123R).  SFAS 123R eliminates the alternative of applying the intrinsic value measurement provisions of APB 25 to stock compensation awards issued to employees.  Rather, the new standard requires enterprises 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.  That cost will be recognized over the period during which an employee is required to provide services in exchange for the award, known as the requisite service period (usually the vesting period).

The pro forma effects on net income and earnings per share as if we had applied the fair value recognition provisions of original SFAS 123 on stock compensation awards (rather than applying the intrinsic value measurement provisions of APB 25) are in our Notes to Condensed Consolidated Financial Statements (see Note 1).  Although such pro forma effects of applying the original SFAS 123 may be indicative of the effects of adopting SFAS 123R, the provisions of these two statements differ in some important respects.  The actual effects of adopting SFAS 123R will be dependent on numerous factors including, but not limited to, the valuation model chosen by us to value stock-based awards; the assumed award forfeiture rate; the accounting policies adopted concerning the method of recognizing the fair value of awards over the requisite service period; and the transition method chosen for adopting SFAS 123R.  This statement will be effective for our second fiscal quarter of 2006 beginning August 2005.

Adoption of this accounting standard will have a material adverse impact on our consolidated financial statements.  We are currently evaluating our stock-based compensation programs to determine what actions we may take.  We may elect to take actions to reduce this potential by electing not to issue stock options at the levels we have in the past.  As a result, we believe we may face a more difficult time in attracting and retaining talented employees.

Factors Affecting Future Operating Results

Risks related to our Business

The following lists some, but not all, of the risks and uncertainties which may have a material and adverse effect on our business, financial condition or results of operations.  The risks and uncertainties set out below are not the only risks and uncertainties we face.

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Our quarterly operating results may fluctuate due to many factors and are difficult to forecast, which may cause the trading price of our common stock to decline substantially.

Our operating results have historically been and in the future may be adversely affected or otherwise fluctuate due to factors such as:

•             fluctuations in customer demand for the electronic devices into which our products are incorporated;

•             volatility in supply and demand affecting semiconductor prices generally, such as the increases in supply of competitive products and significant declines in average selling prices ;

•             establishment of additional inventory reserves if sales of our inventory fall below our expected sales, or the anticipated selling prices of our products fall below the amounts paid to produce and sell certain parts;

•             changes in our product mix including product category, density, package type or voltage;

•             inadequate visibility of future demand for our products;

•             timing of new product introductions and orders for our products;

•             increases in expenses associated with new product introductions and promotions, process changes and/or expansion of our sales channels;

•             increases in wafer prices due to increased market demand and other factors;

•             increases in prices charged by our suppliers due to increased costs, decreased competition and other factors;

•             gains or losses of significant OEM customers or indirect channel sellers, such as distributors or resellers;

•             fluctuations in manufacturing yields;

•             charges to bad debt expense caused by accounts receivable we deem unlikely to be collected in a reasonable amount of time, if ever; and

•             general economic conditions.

Our net revenues and operating results are difficult to forecast.  We base our expense levels, in significant part, on our expectations of future net revenues and our expenses are therefore relatively fixed in the short term.  If our net revenues fall below our forecasts, our operating results are likely to be disproportionately adversely affected because our costs are relatively fixed in the short term.

We may never realize a material portion of our net revenues from our analog/mixed-signal products, despite our expenditure of a disproportionate amount of our research and development and marketing resources on these products.

Analog/mixed-signal products accounted for 4.4% and 1.8% of net revenues for the nine months ended January 31, 2005 and January 31, 2004, respectively.  We believe that the growth in our analog/mixed-signal product revenues has been limited due to the extended product design cycles and production lead times, and a sales force that has limited experience selling these products.  Despite limited product acceptance to date, we continue to invest in and devote research and development and marketing resources to analog/mixed-signal products with the expectation that our standard analog/mixed-signal products will be accepted by many of our current customers and that we will eventually qualify and sell custom analog/mixed-signal products.  Competition is intense as we have initially offered a limited range of products while our more established competitors are offering a much broader array of analog/mixed-signal products. If we are unable to realize more revenues from these products, our total revenues may not grow.  In addition, if we devote a disproportionate amount of our research and development resources to analog/mixed-signal products, our development of new non-volatile memory products may suffer and operating results may be harmed.

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We have been unable and in the future we may be unable to obtain sufficient quantities of wafers from our current foundry suppliers to fulfill customer demand.

We currently purchase our wafers from two foundries.  To address our wafer supply concerns, we plan to continue expanding our foundry capability at our primary supplier by qualifying our products in multiple fabrication plants owned by the supplier and to expand our foundry capacity with other suppliers.  As the need arises, from time to time, we may pursue additional wafer sources.  However, we cannot be certain that these efforts will provide us with access to adequate capacity in the future at costs which will enable us to remain profitable.  Even if such capacity is available from another manufacturer, the qualification process and time required to make the foundry fully operational for us could take many months or longer and be subject to other factors described below and the prices could be materially higher.  Our business, financial condition and results of operations could be materially adversely affected by:

•             the loss of any of our current foundries as a supplier;

•             our inability to obtain additional capacity at our current foundry suppliers;

•             our inability to qualify our current foundry suppliers for additional products;

•             our inability to locate and qualify other wafer manufacturers for desired foundry capacity; or

•             any other problems foundries may have causing a significant interruption in our supply of semiconductor wafers.

We may be unable to fulfill all our customers’ orders according to the schedule originally requested due to the constraints in our wafer supply and processing time from die bank to finished goods, which could result in reduced revenues or higher expenses.

Due to the lead time constraints in our wafer supply, foundry activities and other manufacturing processes, from time to time we have been unable to fulfill all our customers’ orders on the schedule originally requested.  Although we attempt to anticipate pending orders and maintain an adequate supply of wafers and communicate to our customers delivery dates that we believe we can reasonably expect to meet, our customers may not accept the alternative delivery date or may cancel their outstanding orders.  Reductions in orders received or cancellation of outstanding orders would result in lower net revenues and reduced operating results, excess inventories and increased inventory reserves.  We may also be required to pay substantially higher per wafer prices to replenish our die bank, which could harm our gross margins.  If we were requested to pay rush charges to our manufacturing or foundry partners to meet a customer’s requested delivery date, our expenses may increase and harm our operating results.

We may forecast incorrectly and produce excess or insufficient inventories of particular products, which may adversely affect our results of operations.

Since we must order products and build inventory substantially in advance of product shipments, we may forecast incorrectly and produce excess or insufficient inventories of particular products.  The ability of our customers to reschedule or cancel orders without significant penalty could adversely affect our liquidity, as we may be unable to adjust our purchases from our wafer suppliers to match any customer changes or cancellations.  As part of our business strategy, we maintain a substantial inventory of sorted wafers in a die bank but limit our investment in finished goods.  We may have adequate wafer inventory to meet customer needs but may be unable to finish the manufacturing process prior to the delivery date specified by the customer.  Demand for our products is volatile and customers often place orders with short lead times.  Our inventory may not be reduced by the fulfillment of customer orders and in the future we may produce excess quantities of our products.

It is our policy to fully write down all inventories that we do not expect to be sold in a reasonable period of time.  During recent fiscal years, as a result of reductions in estimated demand for our various products, we have taken charges for write down of inventories for certain products, primarily our flash and EEPROM products.  For example, we took inventory write down charges of $5.0 million in fiscal 2001, which were partially offset by a benefit of $2.3 million relating to products that were written off in prior years and sold during fiscal 2001.  We may suffer reductions in values of our inventories in the future and we may be unable to liquidate our inventory at acceptable prices.  To the extent we have excess inventories of particular products, our operating results could be adversely affected by charges to cost of revenues that we would be required to recognize due to significant reductions in demand for our products or rapid declines in the market value of our inventory, resulting in inventory write downs or other related factors.

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We depend on a small number of suppliers for the supply of wafers and we may be unable to meet customer demand due to our inability to obtain wafers.

We do not manufacture or process the semiconductor wafers used for our products.  In 1985, we began a relationship with our principal foundry supplier.  Since 1987, that foundry has supplied wafers to us and has been our principal foundry source. At the end of fiscal 2000, an additional foundry began to provide products to us.  We primarily use our principal foundry supplier for fabricating our memory products and our other foundry suppliers for fabricating our analog/mixed-signal products.  We do not presently have a wafer supply agreement with our foundry suppliers and instead purchase wafers on a purchase order and acceptance basis. Our reliance on these independent foundries involves a number of risks, including:

•             inadequate wafer supplies to meet our production needs;

•             increased prices charged by these independent foundries;

•             reduced control over delivery schedules, manufacturing yields and costs; and

•             any other problems foundries may have causing a significant interruption in our supply of semiconductor wafers.

We rely on distributors and resellers for a substantial portion of our net revenues and if our relationships with one or more of those distributors or resellers were to terminate, our operating results may be harmed.

We market and distribute our products primarily through independent distributors and resellers, which typically offer competing products.  These distribution channels have been characterized by rapid change, including consolidations and financial difficulties.

For the three months ended January 31, 2005, Memec Electronic, an international distributor, represented 10% of net revenue.  No other OEM, reseller or distributor represented 10% or more of the Company’s net revenues in either three month periods ended January 31, 2005 and January 31, 2004.

For the nine months ended January 31, 2005, no OEM, reseller or distributor represented 10% or more of the Company’s net revenues.  For the nine months ended January 31, 2004, ALR Company Limited, a reseller in China, represented 11% of net revenue.

In addition, we have experienced and may continue to experience lower margins on sales to distributors and resellers as a result of volume pricing arrangements.  We also do not typically enter into long-term arrangements with our distributors and resellers and we cannot be certain as to future order levels from our distributors and resellers.  When we do enter into long-term arrangements, the contracts are generally terminable at the convenience of either party and it may be difficult to replace that source of revenues in the short-term upon cancellation.

Our business depends on these third parties to sell our products.  As a result, our operating results and financial condition could be materially adversely affected by the loss of one or more of our current distributors and resellers, additional volume pricing arrangements, order cancellations, delay in shipment by one of our distributors or resellers or the failure of our distributors or sellers to successfully sell our products.

We face risks from failures in our manufacturing processes and the processes of our foundries and vendors.

The fabrication of semiconductors, particularly EEPROM products, is a highly complex and precise process.  Our products are currently manufactured by two outside foundries and a number of other vendors participate in testing, packaging and other processes. During manufacturing, each wafer is processed to contain numerous EEPROM, flash, analog or mixed-signal products.  We may reject or be unable to sell a substantial percentage of wafers or the components on a given wafer because of:

•                       minute impurities;

•                       difficulties in the fabrication process, such as failure of special equipment, operator error or power outages;

•                       defects in the masks used to print circuits on a wafer;

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•                       nonconforming electrical and/or optical performance;

•                       breakage in wafers; or

•                       other factors.

We refer to the proportion of final components that have been processed, assembled and tested relative to the gross number of components that could be constructed from the raw materials as our manufacturing yield.  We have in the past experienced lower than expected manufacturing yields, which have delayed product shipments and negatively impacted our results of operations.  We may experience difficulty maintaining acceptable manufacturing yields in the future.

In addition, the maintenance of our outsourced fabrication, manufacturing and assembly model is subject to risks, including:

•             the demands of managing and coordinating workflow between geographically separate production facilities;

•             disruption of production in one facility as a result of a slowdown or shutdown in another facility; and

•             higher operating costs from managing geographically separate manufacturing facilities.

We depend on certain vendors for foundry services, materials, test and assembly. We maintain stringent policies regarding qualification of these vendors.  However, if these vendors’ processes vary in reliability or quality, they could negatively affect our products and our results of operations.

We rely on third party subcontractors to sort, assemble, test and ship our products to customers, which reduces our control over quality, delivery schedules and capacity.

We outsource all or a portion of our production planning, assembly, test and finish work of our products, as well as our inventory management function to subcontractors who are primarily located in Thailand and the Philippines.  We do not have long-term contractual arrangements with these subcontractors.  Our reliance on third parties subjects us to risks such as reduced control over delivery schedules and quality, a potential lack of adequate capacity during periods when demand is high and potential increases in product costs due to factors outside our control such as capacity shortages and pricing changes.  Our outsourcing model could lead to delays in product deliveries, lost sales and increased costs which could harm our relationships with OEM customers and indirect sales channels and result in lower operating results.  Because we utilize the services of a group of assembly and test providers, this makes our operation highly complex, requiring a high degree of diligence in managing the costs of production and overall logistics of our manufacturing operations.

We have adopted an enterprise resource planning system and a supply chain management system, which has resulted and will continue to result in short-term increases in our operating expenses and capital expenditures.

In August 2004, we began to implement enterprise resource planning (“ERP”) and supply chain management systems.  The implementation of such systems is a complex and labor-intensive process that requires the investment of a substantial amount of time, money and other resources.  To date we have incurred approximately $820,000 in costs related to the purchase and implementation of the systems and estimate in total we will spend approximately $1 million through fiscal year 2006. While these expenditures have thus far resulted in the successful installation and operation of a basic ERP system, we may experience difficulties in the implementation which could: result in significant and unexpected increases in our operating expenses; complicate and prolong our internal data gathering and analysis processes; require us to restructure or develop our internal processes to adapt to the new system; result in overtime work of our employees and the temporary use of outside resources to resolve any software configuration issues and/or to process transactions manually until issues are resolved; result in the loss of management focus as attention paid to implementation is diverted from other issues; and cause disruption of our operations if the further development of the new system creates new or unexpected difficulties or if this system does not perform as expected.

We may be unable to comply in a timely manner with Section 404 of Sarbanes-Oxley Act of 2002, which could damage public perceptions of our financial statements and cause our stock price to decline.

As directed by Section 404 of the Sarbanes-Oxley Act of 2002, the Securities and Exchange Commission (“SEC”) adopted rules requiring public companies to include an assessment by management of the effectiveness of their internal controls over financial

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reporting in the annual report on Form 10-K.  In addition, our independent registered public accounting firm must attest to and report on management’s assessment of the effectiveness of the company’s internal controls over financial reporting.  We must comply with the rules under Section 404 by April 30, 2005.  While we are expending significant resources in developing the necessary controls required by Section 404, including the implementation of an enterprise resource planning and supply chain management system, there is no precedent or proven method for such compliance, and our management must exercise significant effort and judgment in our efforts to comply.  We cannot be certain that these efforts will ensure that we maintain adequate controls over our financial processes and reporting in the future or that we will comply with the requirements of Section 404 in a timely manner.  Any failure to timely comply with Section 404 could damage public perception of our internal controls and financial statements, causing our stock price to decline.

International sales comprise a significant portion of our product sales, which exposes us to foreign political and economic risks.

For the three months ended January 31, 2005 and January 31, 2004, sales outside the United States comprised 89.6% and 89.3% of our net revenues, respectively.  For the nine months ended January 31, 2005 and January 31, 2004, sales outside the United States comprised 87.3% and 88.1% of our net revenues, respectively.  The increase in percentage of international revenues during the three and nine months ended January 31, 2005 was primarily attributable to our increased sales in all markets outside the United States while demand in the United States continues to be weak due to the trend towards outsourcing of electronic systems manufacturing, primarily to Asia.  We expect that sales outside of the United States will continue to represent a significant portion of our net revenues in the future.  Our international operations may be adversely affected by the following factors:

•                          greater fluctuations in demand for our products due to the increased sensitivity to pricing changes in certain markets, particularly Asia;

•                       fluctuations in exchange rates;

•                       longer payment cycles;

•                       imposition of government controls;

•                       political, socioeconomic and financial instability, such as the military actions in Afghanistan and Iraq;

•                       trade restrictions;

•                       the impact of communicable diseases, such as severe acute respiratory syndrome;

•                       changes in regulatory requirements; and

•                       difficulties in staffing international operations.