In addition to the foregoing, other factors that may cause actual results to differ materially from the forward-looking statements in this press release include global economic uncertainty, overall semiconductor market conditions, market acceptance and demand for our new products, the Company's dependencies on its silicon wafer suppliers, the impact of competitive products and pricing, technological and product development risks. In addition, actual results are subject to other risks and uncertainties that relate more broadly to our overall business, including those risks more fully described in Lattice’s filings with the SEC including its annual report on Form 10-K for the fiscal year ended December 30, 2017, and Lattice’s quarterly reports filed on Form 10-Q.

You should not unduly rely on forward-looking statements because actual results could differ materially from those expressed in any forward-looking statements. In addition, any forward-looking statement applies only as of the date on which it is made. The Company does not intend to update or revise any forward-looking statements, whether as a result of events or circumstances after the date hereof or to reflect the occurrence of unanticipated events.

Non-GAAP Financial Measures:

Included within this press release and the accompanying tables and notes are non-GAAP financial measures that supplement the Company's consolidated financial information prepared in accordance with U.S. GAAP. The non-GAAP measures presented exclude charges and adjustments primarily related to stock-based compensation, restructuring charges, acquisition-related charges, amortization of acquired intangible assets, impairment of intangible assets, inventory adjustments from the discontinuation of the Company's millimeter wave business, gain on sale of building, loss on sale of business unit, and the estimated tax effect of these items. These charges and adjustments may be nonrecurring in nature but are a result of periodic or non-core operating activities of the Company. The Company describes these non-GAAP financial measures and reconciles them to the most directly comparable GAAP measures in the tables and notes attached to this press release.

The Company's management believes that these non-GAAP financial measures provide an additional and useful way of viewing aspects of our performance that, when viewed in conjunction with our GAAP results, provide a more comprehensive understanding of the various factors and trends affecting our ongoing financial performance and operating results than GAAP measures alone. Management also uses these non-GAAP measures for strategic and business decision-making, internal budgeting, forecasting, and resource allocation processes and believes that investors should have access to similar data when making their investment decisions.

These non-GAAP measures are included solely for informational and comparative purposes and are not meant as a substitute for GAAP and should be considered together with the consolidated financial information located in the tables attached to this press release.

About Lattice Semiconductor Corporation:

Lattice Semiconductor (NASDAQ: LSCC) is a leader in smart connectivity solutions at the network edge, where the “things” of IoT live. Our low power FPGA and video ASSP products deliver edge intelligence, edge connectivity, and control solutions to the industrial, consumer, communications, compute, and automotive markets. Our unwavering commitment to our global customers enables them to accelerate their innovation, creating an even better and more connected world.

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

Lattice Semiconductor Corporation
Consolidated Statements of Operations
(in thousands, except per share data)
(unaudited)
		Three Months Ended												Nine Months Ended
		September 29, 2018				June 30, 2018				September 30, 2017				September 29, 2018				September 30, 2017
Revenue		$	101,484			$	102,715			$	91,971			$	302,822			$	290,695
Costs and expenses:
Cost of sales		43,120				52,467				38,649				137,689				125,332
Research and development		19,131				21,081				25,648				63,153				79,857
Selling, general, and administrative		21,775				21,068				21,290				69,886				67,133
Amortization of acquired intangible assets		3,823				4,523				8,526				13,982				25,777
Restructuring		90				4,376				3,071				5,495				4,713
Acquisition related charges		—				864				681				1,531				3,208
Impairment of acquired intangible assets		586				11,900				36,198				12,486				36,198
Gain on sale of building		—				—				(4,624		)		—				(4,624		)
		88,525				116,279				129,439				304,222				337,594
Income (loss) from operations		12,959				(13,564		)		(37,468		)		(1,400		)		(46,899		)
Interest expense		(5,500		)		(4,968		)		(3,888		)		(15,582		)		(14,112		)
Other expense, net		(452		)		(348		)		(2,027		)		(246		)		(2,104		)
Income (loss) before income taxes		7,007				(18,880		)		(43,383		)		(17,228		)		(63,115		)
Income tax expense (benefit)		33				1,343				(331		)		1,973				234
Net income (loss)		$	6,974			$	(20,223	)		$	(43,052	)		$	(19,201	)		$	(63,349	)
Net income (loss) per share:
Basic		$	0.05			$	(0.16	)		$	(0.35	)		$	(0.15	)		$	(0.52	)
Diluted		$	0.05			$	(0.16	)		$	(0.35	)		$	(0.15	)		$	(0.52	)
Shares used in per share calculations:
Basic		127,816				124,843				122,990				125,578				122,393
Diluted		129,474				124,843				122,990				125,578				122,393

Lattice Semiconductor Corporation
Consolidated Balance Sheets
(in thousands)
(unaudited)
		September 29, 2018				December 30, 2017
Assets
Current assets:
Cash and cash equivalents		$	107,893			$	106,815
Short-term marketable securities		9,600				4,982
Accounts receivable, net		75,648				55,104
Inventories		66,381				79,903
Other current assets		24,143				16,567
Total current assets		283,665				263,371
Property and equipment, net		35,724				40,423
Intangible assets, net		24,977				51,308
Goodwill		267,514				267,514
Deferred income taxes		188				198
Other long-term assets		20,259				13,147
		$	632,327			$	635,961
Liabilities and Stockholders' Equity
Current liabilities:
Accounts payable and other accrued liabilities		$	56,788			$	64,821
Current portion of long-term debt		14,104				1,508
Deferred income and allowances on sales to distributors and deferred license revenue		—				17,318
Total current liabilities		70,892				83,647
Long-term debt		261,035				299,667
Other long-term liabilities		39,274				34,954
Total liabilities		371,201				418,268
Stockholders' equity		261,126				217,693
		$	632,327			$	635,961

Lattice Semiconductor Corporation
Consolidated Statements of Cash Flows
(in thousands)
(unaudited)
		Nine Months Ended
		September 29, 2018				September 30, 2017
Cash flows from operating activities:
Net loss		$	(19,201	)		$	(63,349	)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization		30,740				45,591
Impairment of acquired intangible assets		12,486				36,198
Amortization of debt issuance costs and discount		1,847				1,680
(Gain) loss on sale or maturity of marketable securities		(18		)		237
Gain on forward contracts		(105		)		(72		)
Stock-based compensation expense		9,908				9,286
Gain on disposal of fixed assets		(135		)		(197		)
Gain on sale of building		—				(4,624		)
Loss on sale of assets and business units		—				1,496
Impairment of cost-method investment		266				692
Changes in assets and liabilities:
Accounts receivable, net		(18,736		)		20,687
Inventories		13,892				1,519
Prepaid expenses and other assets		(11,729		)		3,839
Accounts payable and accrued expenses (includes restructuring)		1,661				(17,901		)
Accrued payroll obligations		(557		)		(2,002		)
Income taxes payable		309				(711		)
Deferred income and allowances on sales to distributors		—				3,862
Deferred licensing and services revenue		(68		)		(485		)
Net cash provided by operating activities		20,560				35,746
Cash flows from investing activities:
Proceeds from sales of and maturities of short-term marketable securities		5,000				9,689
Purchases of marketable securities		(9,603		)		(7,420		)
Proceeds from sale of building		—				7,895
Cash paid for costs of sale of building		—				(1,004		)
Capital expenditures		(6,178		)		(12,325		)
Proceeds from sale of assets and business unit, net of cash sold		—				967
Short-term loan to cost-method investee		—				(2,000		)
Cash paid for software licenses		(6,144		)		(6,472		)
Net cash used in investing activities		(16,925		)		(10,670		)
Cash flows from financing activities:
Restricted stock unit tax withholdings		(1,600		)		(2,787		)
Proceeds from issuance of common stock		28,051				3,452
Repayment of debt		(27,884		)		(33,679		)
Net cash used in financing activities		(1,433		)		(33,014		)
Effect of exchange rate change on cash		(1,124		)		1,381
Net increase (decrease) in cash and cash equivalents		1,078				(6,557		)
Beginning cash and cash equivalents		106,815				106,552
Ending cash and cash equivalents		$	107,893			$	99,995
Supplemental cash flow information:
Change in unrealized (gain) loss related to marketable securities, net of tax, included in Accumulated other comprehensive loss		$	(16	)		$	72
Income taxes paid, net of refunds		$	2,716			$	2,308
Interest paid		$	13,976			$	16,379
Accrued purchases of plant and equipment		$	332			$	51
Note receivable resulting from sale of assets and business units		$	—			$	3,050

Lattice Semiconductor Corporation
- Supplemental Historical Financial Information -
(unaudited)
		Three Months Ended									Nine Months Ended
		September 29, 2018			June 30, 2018			September 30, 2017			September 29, 2018			September 30, 2017
Operations and Cash Flow Information
Percent of Revenue
Gross Margin		57.5	%		48.9	%		58.0	%		54.5	%		56.9	%
R&D Expense		18.9	%		20.5	%		27.9	%		20.9	%		27.5	%
SG&A Expense		21.5	%		20.5	%		23.1	%		23.1	%		23.1	%
Depreciation and amortization (in thousands)		8,315			10,069			15,094			30,740			45,591
Stock-based compensation expense (in thousands)		2,708			2,400			2,514			9,908			9,286
Restructuring and severance related charges (in thousands)		90			4,376			3,071			5,495			4,713
Net cash provided by operating activities (thousands)		10,978			7,124			24,232			20,560			35,746
Capital expenditures (in thousands)		2,073			2,301			5,290			6,178			12,325
Repayment of debt (in thousands)		15,875			11,134			—			27,884			33,679
Interest paid (in thousands)		4,799			4,757			4,285			13,976			16,379
Taxes paid (cash, in thousands)		659			2,017			1,332			2,716			2,308
Balance Sheet Information
Current Ratio		4.0			3.1			2.2
A/R Days Revenue Outstanding		68			68			78
Inventory Months		4.6			3.8			6.0
Revenue% (by Geography)
Asia		76	%		76	%		75	%		75	%		71	%
Europe (incl. Africa)		12	%		12	%		12	%		12	%		11	%
Americas		12	%		12	%		13	%		13	%		18	%
Revenue% (by End Market)
Communications and Computing		32	%		29	%		30	%		30	%		29	%
Mobile and Consumer		27	%		24	%		28	%		26	%		29	%
Industrial and Automotive		37	%		43	%		37	%		40	%		33	%
Licensing and Services		4	%		4	%		5	%		4	%		9	%
Revenue% (by Channel) *
Distribution		82	%		86	%		80	%		85	%		75	%
Direct		18	%		14	%		20	%		15	%		25	%

*		During the first quarter of 2018, we updated our channel categories to group all forms of distribution into a single channel. Prior periods have been reclassified to match current period presentation.

Lattice Semiconductor Corporation
- Reconciliation of U.S. GAAP to Non-GAAP Financial Measures -
(in thousands, except per share data)
(unaudited)
		Three Months Ended												Nine Months Ended
		September 29, 2018				June 30, 2018				September 30, 2017				September 29, 2018				September 30, 2017
Gross Margin Reconciliation
GAAP Gross margin		$	58,364			$	50,248			$	53,322			$	165,133			$	165,363
Inventory adjustment related to restructured operations		(288		)		8,277				—				7,989				—
Stock-based compensation - gross margin		219				196				154				652				562
Non-GAAP Gross margin		$	58,295			$	58,721			$	53,476			$	173,774			$	165,925
Gross Margin % Reconciliation
GAAP Gross margin %		57.5		%		48.9		%		58.0		%		54.5		%		56.9		%
Cumulative effect of non-GAAP Gross Margin adjustments		(0.1		)%		8.3		%		0.1		%		2.9		%		0.2		%
Non-GAAP Gross margin %		57.4		%		57.2		%		58.1		%		57.4		%		57.1		%
Operating Expenses Reconciliation
GAAP Operating expenses		$	45,405			$	63,812			$	90,790			$	166,533			$	212,262
Amortization of acquired intangible assets		(3,823		)		(4,523		)		(8,526		)		(13,982		)		(25,777		)
Restructuring charges		(90		)		(4,376		)		(3,071		)		(5,495		)		(4,713		)
Acquisition related charges (1)		—				(864		)		(681		)		(1,531		)		(3,208		)
Impairment of acquired intangible assets		(586		)		(11,900		)		(36,198		)		(12,486		)		(36,198		)
Stock-based compensation - operations		(2,489		)		(2,204		)		(2,360		)		(9,256		)		(8,724		)
Gain on sale of building		—				—				4,624				—				4,624
Non-GAAP Operating expenses		$	38,417			$	39,945			$	44,578			$	123,783			$	138,266
Income (Loss) from Operations Reconciliation
GAAP Income (loss) from operations		$	12,959			$	(13,564	)		$	(37,468	)		$	(1,400	)		$	(46,899	)
Inventory adjustment related to restructured operations		(288		)		8,277				—				7,989				—
Stock-based compensation - gross margin		219				196				154				652				562
Amortization of acquired intangible assets		3,823				4,523				8,526				13,982				25,777
Restructuring charges		90				4,376				3,071				5,495				4,713
Acquisition related charges (1)		—				864				681				1,531				3,208
Impairment of acquired intangible assets		586				11,900				36,198				12,486				36,198
Stock-based compensation - operations		2,489				2,204				2,360				9,256				8,724
Gain on sale of building		—				—				(4,624		)		—				(4,624		)
Non-GAAP Income from operations		$	19,878			$	18,776			$	8,898			$	49,991			$	27,659
Income (Loss) from Operations % Reconciliation
GAAP Income (loss) from operations %		12.8		%		(13.2		)%		(40.7		)%		(0.5		)%		(16.1		)%
Cumulative effect of non-GAAP Gross Margin and Operating adjustments		6.8		%		31.5		%		50.4		%		17.0		%		25.6		%
Non-GAAP Income from operations %		19.6		%		18.3		%		9.7		%		16.5		%		9.5		%
(1) Legal fees and outside services that were related to our proposed acquisition by Canyon Bridge Acquisition Company, Inc.
Lattice Semiconductor Corporation
- Reconciliation of U.S. GAAP to Non-GAAP Financial Measures -
(in thousands, except per share data)
(unaudited)
		Three Months Ended												Nine Months Ended
		September 29, 2018				June 30, 2018				September 30, 2017				September 29, 2018				September 30, 2017
Other Expense, Net Reconciliation
GAAP Other expense, net		$	(452	)		$	(348	)		$	(2,027	)		$	(246	)		$	(2,104	)
Loss on sale of assets and business units		—				—				1,796				—				1,496
Non-GAAP Other expense, net		$	(452	)		$	(348	)		$	(231	)		$	(246	)		$	(608	)
Income Tax Expense (Benefit) Reconciliation
GAAP Income tax expense (benefit)		$	33			$	1,343			$	(331	)		$	1,973			$	234
Estimated tax effect of non-GAAP adjustments (2)		108				(258		)		(218		)		(88		)		142
Non-GAAP Income tax expense (benefit)		$	141			$	1,085			$	(549	)		$	1,885			$	376
Net Income (Loss) Reconciliation
GAAP Net income (loss)		$	6,974			$	(20,223	)		$	(43,052	)		$	(19,201	)		$	(63,349	)
Inventory adjustment related to restructured operations		(288		)		8,277				—				7,989				—
Stock-based compensation - gross margin		219				196				154				652				562
Amortization of acquired intangible assets		3,823				4,523				8,526				13,982				25,777
Restructuring charges		90				4,376				3,071				5,495				4,713
Acquisition related charges (1)		—				864				681				1,531				3,208
Impairment of acquired intangible assets		586				11,900				36,198				12,486				36,198
Stock-based compensation - operations		2,489				2,204				2,360				9,256				8,724
Gain on sale of building		—				—				(4,624		)		—				(4,624		)
Loss on sale of assets and business unit		—				—				1,796				—				1,496
Estimated tax effect of non-GAAP adjustments (2)		(108		)		258				218				88				(142		)
Non-GAAP Net income		$	13,785			$	12,375			$	5,328			$	32,278			$	12,563
Net Income (Loss) Per Share Reconciliation
GAAP Net income (loss) per share - basic and diluted		$	0.05			$	(0.16	)		$	(0.35	)		$	(0.15	)		$	(0.52	)
Cumulative effect of Non-GAAP adjustments		0.06				0.26				0.39				0.41				0.62
Non-GAAP Net income per share - basic and diluted		$	0.11			$	0.10			$	0.04			$	0.26			$	0.10
Shares used in per share calculations:
Basic		127,816				124,843				122,990				125,578				122,393
Diluted - GAAP (3)		129,474				124,843				122,990				125,578				122,393
Diluted - Non-GAAP (3)		129,474				125,620				124,225				126,862				124,454

(1) Legal fees and outside services that were related to our proposed acquisition by Canyon Bridge Acquisition Company, Inc.

(2) We calculate non-GAAP tax expense by applying our tax provision model to year-to-date and projected income after adjusting for non-GAAP items. The difference between calculated values for GAAP and non-GAAP tax expense has been included as the “Estimated tax effect of non-GAAP adjustments.”

(3) Diluted shares are calculated using the GAAP treasury stock method. In a loss position, diluted shares equal basic shares.

Lattice Semiconductor Corporation
- Reconciliation of U.S. GAAP to Non-GAAP Financial Measures -
(in thousands, except per share data)
(unaudited)
		Three Months Ended
		December 29, 2018
Business Outlook - Fourth Quarter 2018		Low				Midpoint				High
GAAP Operating expenses		$	52,000			$	53,500			$	55,000
Cumulative effect of Non-GAAP Operating expense adjustments (4)		(15,000		)		(15,500		)		(16,000		)
Non-GAAP Operating expenses		$	37,000			$	38,000			$	39,000

(4) Includes estimated Amortization of acquired intangible assets, Restructuring, and Stock-based compensation included in Operating Expenses