S-1/A 1 ds1a.htm AMENDMENT NO. 8 TO FORM S-1 Amendment No. 8 to Form S-1
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As filed with the Securities and Exchange Commission on November 8, 2010

Registration No. 333-167564

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

Amendment No. 8

to

Form S-1

REGISTRATION STATEMENT

 

Under

THE SECURITIES ACT OF 1933

 

 

INPHI CORPORATION

(Exact name of registrant as specified in its charter)

 

 

Delaware   3674   77-0557980
(State or other jurisdiction of
incorporation or organization)
  (Primary Standard Industrial
Classification Code Number)
  (I.R.S. Employer
Identification No.)

 

3945 Freedom Circle, Suite 1100

Santa Clara, California 95054

(408) 217-7300

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

 

 

 

Young K. Sohn

Chief Executive Officer and President

3945 Freedom Circle, Suite 1100

Santa Clara, California 95054

(408) 217-7300

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

 

Jorge del Calvo, Esq.

Allison Leopold Tilley, Esq.

Davina K. Kaile, Esq.

Noelle Matteson, Esq.

Pillsbury Winthrop Shaw Pittman LLP

2475 Hanover Street

Palo Alto, CA 94304

(650) 233-4500

(650) 233-4545 facsimile

 

Bruce K. Dallas, Esq.

Davis Polk & Wardwell LLP

1600 El Camino Real

Menlo Park, CA 94025

(650) 752-2000

(650) 752-2111 facsimile

 

 

Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement becomes effective.

 

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box.  ¨

 

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨

 

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨

 

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and smaller reporting company in Rule 12b-2 of the Exchange Act (check one):

 

Large accelerated filer   ¨    Accelerated    ¨
Non-accelerated filer   x  (Do not check if a smaller reporting company)    Smaller reporting company    ¨

 

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

 

 

 


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The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and we are not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

 

PROSPECTUS (Subject to Completion)

 

Issued November 8, 2010

 

6,800,000 Shares

 

LOGO

 

COMMON STOCK

 

 

 

Inphi Corporation is offering 6,800,000 shares of its common stock. This is our initial public offering and no public market currently exists for our shares. We anticipate that the initial public offering price will be between $10.00 and $12.00 per share.

 

 

 

We have applied to list our common stock on The New York Stock Exchange under the symbol “IPHI.”

 

 

 

Investing in our common stock involves risks. See “Risk Factors” beginning on page 9.

 

 

 

PRICE $              A SHARE

 

 

 

      

Price to
Public

    

Underwriting
Discounts
and
Commissions

    

Proceeds
to
Inphi

Per Share

     $          $          $    

Total

     $                  $                  $            

 

We have granted the underwriters the right to purchase up to an additional 1,020,000 shares of our common stock to cover over-allotments.

 

The Securities and Exchange Commission and state securities regulators have not approved or disapproved these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

 

The underwriters expect to deliver the shares of common stock to purchasers on                     , 2010.

 

 

 

MORGAN STANLEY   DEUTSCHE BANK SECURITIES   JEFFERIES & COMPANY

 

STIFEL NICOLAUS WEISEL

   NEEDHAM & COMPANY, LLC

 

                    , 2010


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LOGO


Table of Contents

 

TABLE OF CONTENTS

 

     Page  

Prospectus Summary

     1   

Risk Factors

     9   

Special Note Regarding Forward-Looking Statements

     29   

Use of Proceeds

     30   

Dividend Policy

     30   

Capitalization

     31   

Dilution

     33   

Unaudited Pro Forma Combined Financial Information

     35   

Selected Consolidated Financial Data

     41   

Management’s Discussion and Analysis of Financial Condition and Results of Operations

     43   

Business

     67   

Management

     85   

Executive Compensation

     93   

Related Party Transactions

     110   

Principal Stockholders

     112   

Description of Capital Stock

     115   

Shares Eligible for Future Sale

     119   

Material U.S. Federal Income and Estate Tax Consequences to Non-U.S. Holders

     121   

Underwriters

     124   

Legal Matters

     128   

Experts

     128   

Where You Can Find Additional Information

     128   

Index to Consolidated Financial Statements

     F-1   

 

Neither we nor the underwriters have authorized anyone to provide any information or to make any representations other than those contained in this prospectus or in any free writing prospectuses we have prepared. We take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. This prospectus is an offer to sell only the shares offered hereby but only under circumstances and in jurisdictions where it is lawful to do so. The information contained in this prospectus is current only as of its date. Our business, financial condition, results of operations and prospects may have changed since that date.

 

Until                     , 2010 (the 25th day after the date of this prospectus), all dealers effecting transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus. This delivery requirement is in addition to a dealer’s obligation to deliver a prospectus when acting as an underwriter and with respect to an unsold allotment or subscription.

 

For investors outside the United States: Neither we nor any of the underwriters have done anything that would permit this offering or possession or distribution of this prospectus in any jurisdiction where action for that purpose is required, other than in the United States. You are required to inform yourselves about and to observe any restrictions relating to this offering and the distribution of this prospectus outside of the United States.

 

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PROSPECTUS SUMMARY

 

This summary highlights selected information contained elsewhere in this prospectus. Because this is only a summary, it does not contain all of the information you should consider before investing in our common stock. Before making an investment decision, you should carefully read the entire prospectus, especially the risks set forth under the heading “Risk Factors” and our financial statements and related notes included elsewhere in this prospectus. References in this prospectus to “our company,” “we,” “us” and “our” refer to Inphi Corporation and its subsidiaries and predecessors during the period presented unless the context requires otherwise.

 

INPHI CORPORATION

 

We are a fabless provider of high-speed analog semiconductor solutions for the communications and computing markets. Our analog semiconductor solutions provide high signal integrity at leading-edge data speeds while reducing system power consumption. Our semiconductor solutions are designed to address bandwidth bottlenecks in networks, maximize throughput and minimize latency in computing environments and enable the rollout of next generation communications and computing infrastructures. Our solutions provide a vital high-speed interface between analog signals and digital information in high-performance systems such as telecommunications transport systems, enterprise networking equipment, datacenter and enterprise servers, storage platforms, test and measurement equipment and military systems. We provide 40G, or 40 gigabits per second, and 100G, or 100 gigabits per second, high-speed analog semiconductor solutions for the communications market and high-speed memory interface solutions for the computing market. We have a broad product portfolio with 17 product lines and over 170 products as of December 31, 2009. For the year ended December 31, 2009 and the nine months ended September 30, 2010, our total revenue was $58.9 million and $62.0 million, respectively, and our net income was $7.3 million and $23.2 million, respectively.

 

We have ongoing, informal collaborative discussions with industry and technology leaders such as Advanced Micro Devices, Inc., Alcatel-Lucent, Huawei Technologies Co., Ltd. and Intel Corporation to design architectures and products that solve bandwidth bottlenecks in existing and next generation communications and computing systems. Although we do not have formal agreements with these entities, we engage in informal discussions with these entities with respect to anticipated technological challenges, next generation customer requirements and industry conventions and standards. We help define industry conventions and standards within the markets we target by collaborating with technology leaders, original equipment manufacturers, or OEMs, systems manufacturers and standards bodies. Our products are designed into systems sold by OEMs, including Agilent Technologies, Inc., Alcatel-Lucent, Cisco Systems, Inc., Danaher Corporation, Dell Inc., EMC Corporation, Hewlett-Packard Company, Huawei, International Business Machines Corporation and Oracle Corporation. We believe we are one of a limited number of suppliers to these OEMs, and in some cases we may be the sole supplier for certain applications. We sell our semiconductor solutions both directly to these OEMs and to other intermediary systems or module manufacturers that, in turn, sell to these OEMs. As a result, while we cannot verify each OEM to which our products may ultimately be sold, the entities listed above represent those OEMs that we have been able to verify as end customers. During the year ended December 31, 2009, we sold our semiconductor products to more than 160 customers. Sales directly to Samsung accounted for 36% and 33% of our total revenue and sales directly and through distributors to Micron accounted for 17% and 12% of our total revenue for the year ended December 31, 2009 and the nine months ended September 30, 2010, respectively. Our sales to Samsung and Micron are made on a purchase order basis and we do not have long-term purchase commitments from any of our customers, including Samsung and Micron. Since 2006, we have shipped more than 90 million high-speed analog semiconductors. In 2009, we successfully introduced and began to ship a new product in production which we identify as product number INSSTE32882-GS04, or the GS04 product, and which consists of an integrated phase lock loop, or PLL, and register buffer. In a computing or storage system, in order to access the data stored in memory, a central processing unit, or CPU, is required to send command and address signals to the memory circuits. Each memory circuit connected to a CPU places a certain load, or burden, on the CPU. Therefore, there is a

 

 

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limit to how many memory circuits can be connected to a CPU, resulting in a limit on the memory capacity of the computing or storage system. To overcome this limit, an integrated phase lock loop, or PLL, and register buffer can be used to provide an interface between the CPU and memory to increase the memory capacity. A PLL is an electronic circuit used to synchronize a clock on an integrated circuit with an external clock source, to minimize any timing mismatches. A register buffer is an electronic circuit that allows a memory circuit to be connected to a CPU, with a reduced load on the CPU. Together, an integrated PLL and register buffer provides an interface between the CPU and memory to enable the installation of sufficient memory in computing and storage platforms. Sales of the GS04 product comprised 43% of our total revenue in 2009. There were no other products that generated more than 10% of our total revenue in 2007, 2008 or 2009. Our total revenue increased to $58.9 million for the year ended December 31, 2009 from $43.0 million for the year ended December 31, 2008. For the nine months ended September 30, 2010, our total revenue increased to $62.0 million from $41.7 million for the nine months ended September 30, 2009. As of September 30, 2010, our accumulated deficit was $37.6 million. Our net income increased to $7.3 million for the year ended December 31, 2009 from a net loss of $3.4 million for the year ended December 31, 2008. For the nine months ended September 30, 2010, our net income increased to $23.2 million from $4.6 million for the nine months ended September 30, 2009. We operate an outsourced manufacturing business model. As a result, we rely on third parties to manufacture, assemble and test our products. We also perform testing in our Westlake Village, California, facility.

 

The proliferation of mobile devices and wireless connectivity is driving growth in demand for network bandwidth as users seek faster access to high-definition video and multimedia content and applications. According to the Cisco Visual Networking Index, global Internet protocol, or IP, traffic is projected to increase more than four-fold from 2009 to 2014, reaching 63.9 exabytes per month in 2014. Global mobile IP traffic is a key driver of this growth, and is projected to increase at a compound annual growth rate of 108% from 2009 to 2014. In addition, the emergence of cloud computing, which allows multiple users to simultaneously execute applications and access data at high speeds, is creating additional demand for network bandwidth and computing resources. According to the IDC eXchange, New IT Cloud Services Forecast: 2009-2013, October 2009, spending on public cloud-based server and storage services is expected to grow from $3.7 billion in 2009 to $12.8 billion in 2013, representing a compound annual growth rate of 37%.

 

In order to handle growing network bandwidth and faster computing speeds, communications and computing systems require greater processing resources and higher access speeds. As processing power and access speeds continue to increase, it becomes more difficult for systems to achieve high signal integrity and reliable data transmission and recovery using traditional semiconductor solutions. Moreover, in many networks and computing systems, bandwidth bottlenecks arise where the physical media and traditional semiconductor solutions are incapable of supporting the increased data transfer rates and cause signal deterioration. These signal deterioration issues are typically addressed with high-speed analog semiconductors that maintain or improve signal integrity at every point of the physical interface by employing sophisticated analog signal processing techniques to accurately generate, amplify, reshape, retime and receive the transmitted data.

 

We leverage our proprietary high-speed analog signal processing expertise and our deep understanding of system architectures to address data bottlenecks in current and emerging communications, enterprise network, computing and storage architectures. We use our core technology and strength in high-speed analog design to enable our customers to deploy next generation communications and computing systems that operate with high performance at high speeds. We believe we are at the forefront of developing semiconductor solutions that deliver 100G speeds throughout the network infrastructure, including core, metro and the datacenter. Furthermore, our analog signal processing expertise enables us to improve throughput in computing systems. Our core competitive strengths include:

 

   

System-Level Simulation Capabilities. In order to understand and solve system problems, we work closely with systems vendors to develop proprietary component, channel and system simulation

 

 

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models. We use these proprietary simulation and validation tools to accurately predict system performance prior to fabricating the semiconductor or alternately to identify and optimize critical semiconductor parameters to satisfy customer system requirements.

 

   

Analog Design Expertise. High-speed analog circuit design is extremely challenging at high frequencies. We believe that we are a leader in developing broadband analog semiconductors operating at frequencies of up to 100 gigahertz, or GHz. Our analog design expertise has enabled us to design and commercially ship the first 18 GHz track-and-hold amplifier, 28 GHz linear transimpedance amplifier, 40 GHz transimpedance amplifier and 50 GHz multiplexer, or MUX, and demultiplexer, or DEMUX, components.

 

   

Strong Relationships with Industry Leaders. We develop many of our high-speed analog semiconductor solutions for applications and systems that are driven by the industry leaders in the communications and computing markets. As a result of our demonstrated ability to address our customers’ technological challenges, our products have been selected to be incorporated, or “designed”, into several of their current systems and we believe we are well-positioned to continue to develop high-speed analog semiconductor solutions for their emerging architectures. For instance, our high-speed memory interface designs have been validated for Intel’s Xeon® Core i7® and next generation platforms. We also work with communication companies such as Alcatel-Lucent, Cisco and Huawei to address their next generation 100G efforts.

 

   

Broad Process Technology. We employ process technology experts, device technologists and circuit designers who have extensive experience in many process technologies including complementary metal oxide semiconductor, or CMOS, silicon germanium, or SiGe, and III-V technologies such as gallium arsenide, or GaAs, and indium phosphide, or InP. We believe that our ability to design high-speed analog semiconductors in a wide range of materials and process technologies allows us to provide superior performance, power, cost and reliability for a specific set of market requirements.

 

   

High-Speed Package Modeling and Design. We have developed deep expertise in high-speed package modeling and design, since introducing the first high-speed 50 gigahertz multiplexer and demultiplexer, or 50 GHz MUX and DEMUX, product in 2001. Our current packaging and modeling techniques enable us to deliver semiconductors that are energy efficient, offer high-speed processing and enable advanced signal integrity, all in a small footprint.

 

We believe that our system-level simulation capabilities, our analog design and broad process technology design capabilities as well as our strengths in packaging enable us to differentiate ourselves by delivering advanced high-speed analog signal processing solutions. For example, we believe we have successfully demonstrated the feasibility of our next generation 100G Ethernet architecture well ahead of our competitors. Within the server market, we have applied our analog signal processing expertise to develop our isolation memory buffer, or iMB technology, which is designed to expand the memory capacity in existing server and computing platforms. We believe the key benefits that our solutions provide to our customers are as follows:

 

   

High Performance. Our high-speed analog semiconductor solutions are designed to meet the specific technical requirements of our customers in their respective end markets. For instance, in the broadband communications market, we believe our products achieve the highest signal integrity and attain superior signal transmission distance at required error-free or low-error rates. In the computing market, we believe our products achieve industry-leading data transfer rates at the smallest die size.

 

   

Low Power and Small Footprint. In each of the end markets that we serve, the power budget of the overall system is a key consideration for the systems designers. We believe that our high-speed analog signal processing solutions enable our customers to implement system architectures that reduce overall system power consumption. We also believe that at high frequencies, our high-speed analog semiconductor devices typically consume less power than our competitors’ standard designs. In many of our applications, we are able to design and deliver semiconductors that have a smaller footprint and therefore reduce the overall system size.

 

 

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Faster Time to Market. Our customers compete in markets that require high-speed, reliable semiconductors that can be integrated into their systems as soon as new market opportunities develop. To meet our customers’ time-to-market requirements, we work closely with them early in their design cycles and are actively involved in their development processes.

 

Our mission is to enable faster communications and computing infrastructure with high-speed analog semiconductor solutions that reliably capture critical analog signals, convert them to useful data, and transport the data at high speeds. Key elements of our strategy include:

 

   

Focus on Markets that Require High Signal Integrity at High Speeds. We believe our target markets are driven by expected growth trends in video applications, mobile Internet and cloud computing, causing a greater demand for network bandwidth and computing speeds. We intend to continue to focus our efforts in markets where high signal integrity at high speeds is imperative.

 

   

Extend Technology Leadership in High-Speed Analog Semiconductors. We believe we employ best-in-class technology and design capabilities in our high-speed analog semiconductor solutions. We intend to continue to invest in research and development to extend our leadership in existing markets and enable the widespread deployment of our next generation technology into newer markets.

 

   

Expand Global Presence. We believe that a global presence is critical to securing design wins from both new and existing customers given the continued globalization of supply chains, particularly with respect to design and manufacturing. We plan to continue the expansion of our sales, design and technical support organization to broaden our customer reach in new markets, primarily in Asia and Europe.

 

   

Continue to Build Deep Relationships with Customers. We intend to continue to develop long-term, collaborative relationships with customers who are regarded as leaders in their respective markets. In addition, we plan to continue to work closely with customers to enable them to develop innovative solutions that address both existing and new performance challenges.

 

   

Attract and Retain Top Talent. We believe one of our key differentiators resides in the design of solutions that address complex, real world problems for our customers. In this respect, our team of analog engineers and systems designers is critical to our success. We intend to continue to aggressively recruit and seek to retain talented engineering and design personnel.

 

Risk Related to Our Business

 

Investing in our common stock involves substantial risks, including, but not limited to, the following:

 

   

Fluctuations in our Revenue and Operating Results. Our revenue and operating results can fluctuate, which could cause our stock price to decline. Factors that may contribute to these fluctuations include, but are not limited to, the reduction or cancellation of customer orders, fluctuations in the levels of component inventories held by our customers, the gain or loss of significant customers, our ability to develop and market new products and technologies on a timely basis and the timing and extent of product development costs.

 

   

History of Losses and Accumulated Deficit. As of September 30, 2010, we had an accumulated deficit of $37.6 million and have incurred net losses in each year through 2008, and we may incur net losses in the future.

 

   

Dependence on a Limited Number of Customers. We depend on a limited number of customers and products for a substantial portion of our revenue. For example, sales directly to Samsung accounted for 36% and 33% of our total revenue and sales directly and through distributors to Micron accounted for 17% and 12% of our total revenue for the year ended December 31, 2009 and the nine months ended September 30, 2010, respectively. Some of our customers, including Samsung and Micron, use our products primarily in high-speed memory devices.

 

 

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Lack of Long-Term Purchase Commitments. Substantially all of our sales are made on a purchase order basis and we do not have long-term purchase commitments with any of our customers. The loss of, or reduction in sales to, a key customer will materially and adversely affect our operating results.

 

   

Lengthy Sales Cycle. We must win competitive bid processes, such wins known as “design wins,” to enable us to sell our semiconductor products for use in our customers’ products. The design win process is lengthy and we may not secure the design win or generate any revenue despite incurring significant design and development expenditures. Even after securing a design win, we may experience delays in generating revenue.

 

   

Lengthy and Expensive Qualification Process. Our customers require our products and our third-party contractors to undergo lengthy, expensive and extensive qualification processes. In addition, a successful qualification does not assure any sales of the product to that customer and it can take several months or more before a customer takes volume production of components or systems that incorporate our products, if at all.

 

   

Need to Continually Develop and Introduce New Products. Our future success depends on our ability to continually develop and introduce new products to meet the changing technology and performance requirements of our customers, diversify our revenue base and generate new revenue to replace, or build upon, the success of previously introduced products which may be rapidly maturing. For example, in 2009, we successfully introduced and began to ship a new product in production which we identify as product number INSSTE32882-GS04, or the GS04 product, and which consists of an integrated PLL and register buffer. Sales of the GS04 product comprised 43% of our total revenue in 2009. This product has now matured and, as a result, sales of this product are now declining in volume.

 

   

Market Development of and Demand for 100G Solutions. We are currently investing significant resources to develop semiconductor solutions supporting 100G data transmission rates. If sufficient market demand for 100G solutions does not develop or develops more slowly than expected, or if we fail to accurately predict market requirements or demand for 100G solutions, our business, competitive position and operating results would suffer.

 

Before you invest in our common stock, you should carefully consider all the information in this prospectus including matters set forth under the heading “Risk Factors.”

 

Corporate Information

 

We were incorporated in Delaware in November 2000 as TCom Communications, Inc. and changed our name to Inphi Corporation in February 2001. Our principal executive offices are located at 3945 Freedom Circle, Suite 1100, Santa Clara, California 95054. Our telephone number at that location is (408) 217-7300. Our website address is www.inphi.com. Information on our website is not part of this prospectus and should not be relied upon in determining whether to make an investment decision. Substantially all of our long-lived tangible assets are located in the United States. As of September 30, 2010, the net book value of our long-lived tangible assets located outside the United States was approximately $1.1 million, which consists mainly of manufacturing fixtures used by our third-party contractors in Taiwan. In addition, we recently established our international headquarters in Singapore, from which we plan to conduct our international operations.

 

Inphi®, iMB™ and the Inphi logo are trademarks or service marks owned by Inphi. All other trademarks, service marks and trade names appearing in this prospectus are the property of their respective owners.

 

 

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THE OFFERING

 

Common stock offered by us

  

6,800,000 shares

Common stock to be outstanding immediately after this offering

  

24,048,849 shares (25,068,849 if the underwriters exercise their over-allotment in full)

Overallotment option

  

1,020,000 shares

Use of proceeds

   We intend to use the net proceeds from this offering for general corporate purposes, including working capital. See “Use of Proceeds.”

Proposed New York Stock Exchange symbol

  

“IPHI”

 

The number of shares of common stock to be outstanding immediately after this offering is based on 17,248,849 shares outstanding as of September 30, 2010, and excludes:

 

   

6,557,040 shares of common stock issuable upon the exercise of options outstanding as of September 30, 2010, at a weighted average exercise price of $3.68 per share;

 

   

38,571 shares of common stock issuable upon the exercise of warrants outstanding as of September 30, 2010, at an exercise price of $1.54 per share;

 

   

17,187 shares issuable upon the exercise of outstanding warrants to purchase convertible preferred stock, at a weighted average exercise price of $7.96 per share, which warrants will convert into warrants to purchase 17,187 shares of common stock upon the completion of this offering; and

 

   

2,000,000 shares of common stock reserved for future issuance under our 2010 Stock Incentive Plan, as well as shares originally reserved for issuance under our 2000 Stock Option/Stock Issuance Plan, or 2000 Stock Plan, but which may become available for awards under our 2010 Stock Incentive Plan as described below, which plan will become effective in connection with this offering and contains provisions that will automatically increase its share reserve each year, as more fully described in “Executive Compensation—Employee Benefit Plans.”

 

Unless otherwise stated, all information in this prospectus assumes:

 

   

a 3-for-7 reverse stock split of our common stock and preferred stock effected on November 3, 2010;

 

   

the conversion of all of our outstanding shares of preferred stock into an aggregate of 14,795,412 shares of common stock effective upon the completion of this offering, assuming a one-to-one conversion ratio of our outstanding shares of preferred stock into common stock;

 

   

no exercise of options or warrants outstanding as of September 30, 2010;

 

   

the filing of our restated certificate of incorporation immediately prior to the completion of this offering; and

 

   

no exercise by the underwriters of their option to purchase additional shares.

 

As of September 30, 2010, 159,614 shares remained available for future issuance under our 2000 Stock Plan. Upon the completion of this offering, no shares of our common stock will remain available for future issuance under our 2000 Stock Plan. Shares originally reserved for issuance under our 2000 Stock Plan but which are not issued or subject to outstanding grants on the effective date of our 2010 Stock Incentive Plan, and shares subject to outstanding options or forfeiture restrictions under our 2000 Stock Plan on the effective date of our 2010 Stock Incentive Plan that are subsequently forfeited or terminated for any reason before being exercised, up to a number of additional shares not to exceed 428,571 will become available for awards under our 2010 Stock Incentive Plan upon the completion of this offering.

 

 

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SUMMARY CONSOLIDATED FINANCIAL INFORMATION

 

The information set forth below should be read together with “Capitalization,” “Selected Financial Data,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our consolidated financial statements and related notes included elsewhere in this prospectus.

 

The summary statements of operations data for the years ended December 31, 2007, 2008 and 2009 have been derived from our audited financial statements included elsewhere in this prospectus. The summary statements of operations data for the nine months ended September 30, 2009 and 2010 and the summary balance sheet data as of September 30, 2010 have been derived from our unaudited consolidated financial statements included elsewhere in this prospectus. Historical results are not necessarily indicative of the results to be expected in the future, and results of interim periods are not necessarily indicative of results for the entire year.

 

     Year Ended December 31,      Nine Months Ended
September 30,
 
     2007     2008     2009      2009      2010  
     (in thousands, except share and per share data)  

Statements of Operations Data:

         

Revenue

   $ 31,681      $ 32,727      $ 37,617       $ 26,217       $ 41,659   

Revenue from related party(1)

     4,556        10,227        21,235         15,475         20,388   
                                          

Total revenue

     36,237        42,954        58,852         41,692         62,047   

Cost of revenue

     16,028        19,249        21,269         14,728         22,086   
                                          

Gross profit

     20,209        23,705        37,583         26,964         39,961   

Total operating expense(2)

     25,455        27,009        29,498         21,835         30,185   
                                          

Income (loss) from operations

     (5,246     (3,304     8,085         5,129         9,776   

Other income (expense)

     (95     (124     73         2         63   
                                          

Income (loss) before income taxes

     (5,341     (3,428     8,158         5,131         9,839   

Provision (benefit) for income taxes(3)

                   829         523         (13,317
                                          

Net income (loss)

   $ (5,341   $ (3,428   $ 7,329       $ 4,608       $ 23,156   
                                          

Net income (loss) allocable to common stockholders

   $ (5,341   $ (3,428   $ 130       $       $ 2,518   
                                          

Net income (loss) per share:

            

Basic

   $ (6.57   $ (2.66   $ 0.08       $       $ 1.15   
                                          

Diluted

   $ (6.57   $ (2.66   $ 0.05       $       $ 0.46   
                                          

Weighted-average shares used in computing net income (loss) per share:

            

Basic

     813,290        1,289,431        1,668,876         1,623,980         2,183,267   

Diluted

     813,290        1,289,431        2,785,277         3,016,650         5,634,604   

Pro forma net income per share (unaudited):

            

Basic(4)

       $ 0.45          $ 1.37   
                        

Diluted(4)

       $ 0.42          $ 1.14   
                        

Weighted-average shares used in computing pro forma net income per share (unaudited):

            

Basic(4)

         16,150,575            16,771,836   

Diluted(4)

         17,266,976            20,223,173   

 

(1)   Revenue from related party consists of revenue from Samsung, which, together with associated entities, holds over 13% of our outstanding shares of common stock.

 

Footnotes continued on the following page.

 

 

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     As of September 30, 2010  
     Actual     Pro Forma      Pro Forma
As Adjusted(5)
 
     (in thousands)  

Balance Sheet Data:

       

Cash and cash equivalents

   $ 25,582      $ 25,582       $ 93,761   

Working capital

     27,084        27,084         95,263   

Total assets

     73,762        73,762         140,371   

Total liabilities

     20,681        20,647         19,692   

Total stockholders’ equity (deficit)

     (29,073     53,115         120,679   

 

The preceding table presents a summary of our balance sheet data as of September 30, 2010:

 

   

on an actual basis;

 

   

on a pro forma basis to give effect to the issuance of 14,795,412 shares of common stock issuable upon the conversion of all of our outstanding shares of preferred stock upon completion of this offering, and to give effect to the conversion of warrants to purchase convertible preferred stock into warrants to purchase common stock; and

 

   

on a pro forma as adjusted basis to give effect to the pro forma conversion described above and the sale of 6,800,000 shares of common stock in this offering at an assumed initial public offering price of $11.00 per share, the mid-point of the range set forth on the cover page of this prospectus, after deducting the estimated underwriting discounts and commissions and estimated offering expenses payable by us.

 

A $1.00 increase (decrease) in the assumed initial public offering price of $11.00 per share, the mid-point of the range set forth on the cover of this prospectus, would increase (decrease), on a pro forma as adjusted basis, each of cash and cash equivalents, total assets and total stockholders’ equity by approximately $6.3 million, assuming the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same and after deducting the estimated underwriting discounts and commissions and estimated offering expenses payable by us. Each increase (decrease) of one million shares in the number of shares offered by us would increase (decrease) our pro forma as adjusted net tangible book value by approximately $10.2 million. The pro forma as adjusted information discussed above is illustrative only and will be adjusted based on the actual public offering price and other terms of this offering determined at pricing.

 

 

Footnotes continued from the prior page.

 

(2)   Stock-based compensation expense is included in our results of operations as follows:

 

     As of December 31,      Nine Months Ended
September 30,
 
         2007              2008              2009              2009              2010      
     (in thousands)  

Operating expense:

              

Cost of revenue

   $ 19       $ 119       $ 31       $ 17       $ 59   

Research and development

     168         358         475         312         911   

Sales and marketing

     66         101         238         156         324   

General and administrative

     574         417         421         314         489   

 

(3)   The provision (benefit) for income taxes for the year ended December 31, 2009 and the nine months ended September 30, 2010 included the releases and reversals of valuation allowances against deferred tax assets provided in prior periods. Please see note 7 to the notes to our consolidated financial statements.

 

(4)   Please see note 8 to the notes to our consolidated financial statements for an explanation of the method used to calculate net income allocable to preferred stockholders and net (loss) income attributable to common stockholders, including the method used to calculate the number of shares used in the computation of the per share amounts.
(5)   As of September 30, 2010, we had deferred offering costs of $1.6 million, of which $0.6 million had been paid and $1.0 million was accrued. These amounts are reflected in the application of the proceeds from this offering.

 

 

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RISK FACTORS

 

Investing in our common stock involves a high degree of risk. You should carefully consider the risks described below before making a decision to buy our common stock. The risks and uncertainties described below are not the only ones we face. If any of the following risks actually occurs, our business, financial condition, results of operations or growth prospects could be harmed. In that case, the trading price of our common stock could decline and you might lose all or part of your investment in our common stock. Additional risks and uncertainties not currently known to us or that we currently deem immaterial may also impair our business operations. You should also refer to the other information set forth in this prospectus, including our financial statements and the related notes.

 

Risks Related to Our Business

 

Our revenue and operating results can fluctuate from period to period, which could cause our share price to fluctuate.

 

Our revenue and operating results have fluctuated in the past and may fluctuate from period to period in the future due to a variety of factors, many of which are beyond our control. Factors relating to our business that may contribute to these fluctuations include the following factors, as well as other factors described elsewhere in this prospectus:

 

   

the receipt, reduction or cancellation of orders by customers;

 

   

fluctuations in the levels of component inventories held by our customers;

 

   

the gain or loss of significant customers;

 

   

market acceptance of our products and our customers’ products;

 

   

our ability to develop, introduce and market new products and technologies on a timely basis;

 

   

the timing and extent of product development costs;

 

   

new product announcements and introductions by us or our competitors;

 

   

incurrence of research and development and related new product expenditures;

 

   

fluctuations in sales by module manufacturers who incorporate our semiconductor solutions in their products, such as memory modules;

 

   

cyclical fluctuations in our markets;

 

   

fluctuations in our manufacturing yields;

 

   

significant warranty claims, including those not covered by our suppliers;

 

   

changes in our product mix or customer mix;

 

   

intellectual property disputes; and

 

   

loss of key personnel or the inability to attract qualified engineers.

 

As a result of these and other factors, the results of any prior quarterly or annual periods should not be relied upon as indications of our future revenue or operating performance. Fluctuations in our revenue and operating results could cause our share price to decline.

 

We have an accumulated deficit and have incurred net losses in the past. We may incur net losses in the future.

 

As of September 30, 2010, we had an accumulated deficit of $37.6 million. We have incurred net losses in each year through 2008. We generated net income (loss) of $(5.3 million), $(3.4 million) and $7.3 million for the years ended December 31, 2007, 2008 and 2009, respectively. We generated net income of $4.6 million and $23.2 million for the nine months ended September 30, 2009 and 2010, respectively. We may incur net losses in the future.

 

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We depend on a limited number of customers for a substantial portion of our revenue, and the loss of, or a significant reduction in orders from, one or more of our major customers could negatively impact our revenue and operating results. In addition, if we offer more favorable prices to attract or retain customers, our average selling prices and gross margins would decline.

 

For the nine months ended September 30, 2010, our 10 largest customers collectively accounted for 79% of our total revenue. Sales directly to Samsung accounted for 36% and 33% of our total revenue and sales directly and through distributors to Micron accounted for 17% and 12% of our total revenue for the year ended December 31, 2009 and the nine months ended September 30, 2010, respectively. Some of our customers, including Samsung and Micron, use our products primarily in high-speed memory devices. We believe our operating results for the foreseeable future will continue to depend on sales to a relatively small number of customers. In the future, these customers may decide not to purchase our products at all, may purchase fewer products than they did in the past or may alter their purchasing patterns.

 

In addition, our relationships with some customers may deter other potential customers who compete with these customers from buying our products. To attract new customers or retain existing customers, we may offer these customers favorable prices on our products. In that event, our average selling prices and gross margins would decline. The loss of a key customer, a reduction in sales to any key customer or our inability to attract new significant customers could negatively impact our revenue and materially and adversely affect our results of operations.

 

We do not have long-term purchase commitments from our customers and if our customers cancel or change their purchase commitments, our revenue and operating results could suffer.

 

Substantially all of our sales to date, including sales to Samsung and Micron, have been made on a purchase order basis. We do not have any long-term commitments with any of our customers. As a result, our customers may cancel, change or delay product purchase commitments with little or no notice to us and without penalty. This in turn could cause our revenue to decline and materially and adversely affect our results of operations.

 

We may face claims of intellectual property infringement, which could be time-consuming, costly to defend or settle and result in the loss of significant rights and which could harm our relationships with our customers and distributors.

 

The semiconductor industry is characterized by companies that hold patents and other intellectual property rights and that vigorously pursue, protect and enforce intellectual property rights. From time to time, third parties may assert against us and our customers and distributors their patent and other intellectual property rights to technologies that are important to our business.

 

Claims that our products, processes or technology infringe third-party intellectual property rights, regardless of their merit or resolution, could be costly to defend or settle and could divert the efforts and attention of our management and technical personnel. For example, Netlist, Inc. filed suit against us in the United States District Court, Central District of California, in September 2009, alleging that our iMB and certain other memory module components infringe three of Netlist’s patents. For more details, see “Business—Legal Proceedings.”

 

Infringement claims also could harm our relationships with our customers or distributors and might deter future customers from doing business with us. We do not know whether we will prevail in these proceedings given the complex technical issues and inherent uncertainties in intellectual property litigation. If any pending or future proceedings result in an adverse outcome, we could be required to:

 

   

cease the manufacture, use or sale of the infringing products, processes or technology;

 

   

pay substantial damages for infringement;

 

   

expend significant resources to develop non-infringing products, processes or technology, which may not be successful;

 

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license technology from the third-party claiming infringement, which license may not be available on commercially reasonable terms, or at all;

 

   

cross-license our technology to a competitor to resolve an infringement claim, which could weaken our ability to compete with that competitor; or

 

   

pay substantial damages to our customers or end users to discontinue their use of or to replace infringing technology sold to them with non-infringing technology, if available.

 

Any of the foregoing results could have a material adverse effect on our business, financial condition and results of operations.

 

Winning business is subject to lengthy competitive selection processes that require us to incur significant expenditures prior to generating any revenue or without any guarantee of any revenue related to this business. Even if we begin a product design, a customer may decide to cancel or change its product plans, which could cause us to generate no revenue from a product. If we fail to generate revenue after incurring substantial expenses to develop our products, our business and operating results would suffer.

 

We are focused on winning more competitive bid processes, known as “design wins,” that enable us to sell our high-speed analog semiconductor solutions for use in our customers’ products. These selection processes typically are lengthy and can require us to incur significant design and development expenditures and dedicate scarce engineering resources in pursuit of a single customer opportunity. We may not win the competitive selection process and may never generate any revenue despite incurring significant design and development expenditures. Failure to obtain a design win could prevent us from offering an entire generation of a product. This could cause us to lose revenue and require us to write off obsolete inventory, and could weaken our position in future competitive selection processes. Even after securing a design win, we may experience delays in generating revenue from our products as a result of the lengthy development cycle typically required. Our customers generally take a considerable amount of time to evaluate our products. Our design cycle from initial engagement to volume shipment is typically two to three years.

 

The delays inherent in these lengthy sales cycles increase the risk that a customer will decide to cancel, curtail, reduce or delay its product plans or adopt a competing design from one of our competitors, causing us to lose anticipated revenue. In addition, any delay or cancellation of a customer’s plans could materially and adversely affect our financial results, as we may have incurred significant expense without generating any revenue. Finally, our customers’ failure to successfully market and sell their products could reduce demand for our products and materially and adversely affect our business, financial condition and results of operations. If we were unable to generate revenue after incurring substantial expenses to develop any of our products, our business would suffer.

 

Our customers require our products and our third-party contractors to undergo a lengthy and expensive qualification process which does not assure product sales. If we are unsuccessful in or delayed in qualifying any of our products with a customer, our business and operating results would suffer.

 

Prior to purchasing our products, our customers require that both our products and our third-party contractors undergo extensive qualification processes, which involve testing of our products in the customers’ systems, as well as testing for reliability. This qualification process may continue for several months. However, qualification of a product by a customer does not assure any sales of the product to that customer. Even after successful qualification and sales of a product to a customer, a subsequent revision in our third party contractors’ manufacturing process or our selection of a new supplier may require a new qualification process with our customers, which may result in delays and in our holding excess or obsolete inventory. After our products are qualified, it can take several months or more before the customer commences volume production of components or systems that incorporate our products. Despite these uncertainties, we devote substantial resources, including design, engineering, sales, marketing and management efforts, to qualifying our products with customers in anticipation of sales. If we are unsuccessful or delayed in qualifying any of our products with a customer, sales of those products to the customer may be precluded or delayed, which may impede our growth and cause our business to suffer.

 

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The complexity of our products could result in undetected defects and we may be subject to warranty claims and product liability, which could result in a decrease in customers and revenue, unexpected expenses and loss of market share. In addition, our product liability insurance may not adequately cover our costs arising from products defects or otherwise.

 

Our products are sold as components or as modules for use in larger electronic equipment sold by our customers. A product usually goes through an intense qualification and testing period performed by our customers before being used in production. We primarily outsource our product testing to third parties and also perform some testing in our Westlake Village, California, facility. We inspect and test parts, or have them inspected and tested in order to screen out parts that may be weak or potentially suffer a defect incurred through the manufacturing process. From time to time, we are subject to warranty or product liability claims that may require us to make significant expenditures to defend these claims or pay damage awards. For example, in September 2010, we were informed of a claim related to repair and replacement costs in connection with shipments of over 4,000 integrated circuits made by us during the summer and fall of 2009. Of these shipments, approximately 4% were later confirmed or suspected to have random manufacturing process anomalies in the wafer die in the product. Based on our standard warranty provisions, we provided replacement parts to the customer for the known and suspected failures that had occurred. In addition, and without informing us, in the fall of 2009, the customer instituted its own larger scale replacement program that covered the replacement of entire subassemblies in which our product was only one component. In September 2010, the customer made an initial claim for approximately $18 million against us for the costs incurred relative to that program. We believe the amount of the claim is without merit as our warranty liability is contractually limited to the repair or replacement of the affected Inphi products, which, to the extent the customer has requested replacement, has already been completed. A formal claim has yet to be made and discussions with the customer are ongoing. However, claims of this nature are subject to various risks and uncertainties and there can be no assurance that this matter will be resolved without further significant costs to us, including the potential for arbitration or litigation.

 

Generally, our agreements seek to limit our liability to the replacement of the part or to the revenue received for the product, but these limitations on liability may not be effective or sufficient in scope in all cases. If a customer’s equipment fails in use, the customer may incur significant monetary damages including an equipment recall or associated replacement expenses, as well as lost revenue. The customer may claim that a defect in our product caused the equipment failure and assert a claim against us to recover monetary damages. The process of identifying a defective or potentially defective product in systems that have been widely distributed may be lengthy and require significant resources, and we may incur significant replacement costs and contract damage claims from our customers as well as harm to our reputation. In certain situations, circumstances might warrant that we consider incurring the costs or expense related to a recall of one of our products in order to avoid the potential claims that may be raised should the customer reasonably rely upon our product only to suffer a failure due to a design or manufacturing process defect. Defects in our products could harm our relationships with our customers and damage our reputation. Customers may be reluctant to buy our products, which could harm our ability to retain existing customers and attract new customers and our financial results. In addition, the cost of defending these claims and satisfying any arbitration award or judicial judgment with respect to these claims could harm our business prospects and financial condition. Although we carry product liability insurance, this insurance may not adequately cover our costs arising from defects in our products or otherwise.

 

We rely on our relationships with industry and technology leaders to enhance our product offerings and our inability to continue to develop or maintain such relationships in the future would harm our ability to remain competitive.

 

We develop many of our semiconductor products for applications in systems that are driven by industry and technology leaders in the communications and computing markets. We also work with OEMs, system manufacturers and standards bodies to define industry conventions and standards within our target markets. We believe these relationships enhance our ability to achieve market acceptance and widespread adoption of our products. If we are unable to continue to develop or maintain these relationships, our semiconductor solutions would become less desirable to our customers, our sales would suffer and our competitive position could be harmed.

 

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If we fail to accurately anticipate and respond to market trends or fail to develop and introduce new or enhanced products to address these trends on a timely basis, our ability to attract and retain customers could be impaired and our competitive position could be harmed.

 

We operate in industries characterized by rapidly changing technologies and industry standards as well as technological obsolescence. We have developed products that may have long product life cycles of 10 years or more, as well as other products in more volatile high growth or rapidly changing areas, which may have shorter life cycles of only two to three years. We believe that our future success depends on our ability to develop and introduce new technologies and products that generate new sources of revenue to replace, or build upon, existing product revenue streams that may be dependent upon limited product life cycles. If we are not able to repeatedly introduce, in successive years, new products that ship in volume, our revenue will likely not grow and may decline significantly and rapidly. In 2009, we successfully introduced and began to ship a new product in production which we identify as product number INSSTE32882-GS04, or the GS04 product, and which consists of an integrated phase lock loop, or PLL, and register buffer. Sales of the GS04 product comprised 43% of our total revenue in 2009. There were no other products that generated more than 10% of our total revenue in 2007, 2008 or 2009. As we continue to grow our business in 2010, the GS04 product has now matured. As a result, sales of the GS04 product are now declining in volume. We currently expect that by 2011 the GS04 product will no longer be material to our total revenue. This underscores the importance of the need for us to continually develop and introduce new products to diversify our revenue base as well as generate new revenue to replace and build upon the success of previously introduced products which may be rapidly maturing.

 

To compete successfully, we must design, develop, market and sell new or enhanced products that provide increasingly higher levels of performance and reliability while meeting the cost expectations of our customers. The introduction of new products by our competitors, the delay or cancellation of a platform for which any of our semiconductor solutions are designed, the market acceptance of products based on new or alternative technologies or the emergence of new industry standards could render our existing or future products uncompetitive from a pricing standpoint, obsolete and otherwise unmarketable. Our failure to anticipate or timely develop new or enhanced products or technologies in response to technological shifts could result in decreased revenue and our competitors winning design wins. In particular, we may experience difficulties with product design, manufacturing, marketing or certification that could delay or prevent our development, introduction or marketing of new or enhanced products. Although we believe our products are fully compliant with applicable industry standards, proprietary enhancements may not in the future result in full conformance with existing industry standards under all circumstances. Due to the interdependence of various components in the systems within which our products and the products of our competitors operate, customers are unlikely to change to another design, once adopted, until the next generation of a technology. As a result, if we fail to introduce new or enhanced products that meet the needs of our customers or penetrate new markets in a timely fashion, and our designs do not gain acceptance, we will lose market share and our competitive position, very likely on an extended basis, and operating results will be adversely affected.

 

If sufficient market demand for 100G solutions does not develop or develops more slowly than expected, or if we fail to accurately predict market requirements or market demand for 100G solutions, our business, competitive position and operating results would suffer.

 

We are currently investing significant resources to develop semiconductor solutions supporting 100G data transmission rates in order to increase the number of such solutions in our product line. If we fail to accurately predict market requirements or market demand for 100G semiconductor solutions, or if our 100G semiconductor solutions are not successfully developed or competitive in the industry, our business will suffer. If 100G networks are deployed to a lesser extent or more slowly than we currently anticipate, we may not realize any benefits from our investment. As a result, our business, competitive position, market share and operating results would suffer.

 

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Our target markets may not grow or develop as we currently expect and are subject to market risks, any of which could materially harm our business, revenue and operating results.

 

To date, a substantial portion of our revenue has been attributable to demand for our products in the communications and computing markets and the growth of these overall markets. These markets have fluctuated in size and growth in recent times. Our operating results are impacted by various trends in these markets. These trends include the deployment and broader market adoption of next generation technologies, such as 40 gigabits per second, or Gbps or G, and 100G, in communications and enterprise networks, timing of next generation network upgrades, the introduction and broader market adoption of next generation server platforms, timing of enterprise upgrades and the introduction and deployment of high-speed memory interfaces in computing platforms. We are unable to predict the timing or direction of the development of these markets with any accuracy. For example, we expect that the deployment of different types of memory devices for which our iMB product is designed will be substantially dependent on the development of next generation server platforms. We have not generated any significant revenue from our iMB product to date, and if the development or adoption of next generation server platforms is delayed, or if these server platforms do not interoperate with memory devices for which our iMB product is designed, we may not realize revenue from our iMB product. In addition, because some of our products are not limited in the systems or geographic areas in which they may be deployed, we cannot always determine with accuracy how, where or into which applications our products are being deployed. If our target markets do not grow or develop in ways that we currently expect, demand for our semiconductor products may decrease and our business and operating results could suffer.

 

We rely on a limited number of third parties to manufacture, assemble and test our products, and the failure to manage our relationships with our third-party contractors successfully could adversely affect our ability to market and sell our products and our reputation. Our revenue and operating results would suffer if these third parties fail to deliver products or components in a timely manner and at reasonable cost or if manufacturing capacity is reduced or eliminated as we may be unable to obtain alternative manufacturing capacity.

 

We operate an outsourced manufacturing business model. As a result, we rely on third-party foundry wafer fabrication and assembly and test capacity. We also perform testing in our Westlake Village, California, facility. We generally use a single foundry for the production of each of our various semiconductors. Currently, our principal foundries are Global Communications Semiconductors, Inc., or GCS, Sumitomo Electric Device Innovations Inc., Taiwan Semiconductor Manufacturing Company Ltd., or TSMC, TowerJazz Semiconductor Ltd. and United Monolithic Semiconductors S.A.S., or UMS. We also use third-party contract manufacturers for a significant majority of our assembly and test operations, including Kyocera Corporation, Natel Engineering Co., Inc., Orient Semiconductor Electronics Ltd., or OSE, Signetics Korea Co., Ltd. and STATS ChipPAC Ltd.

 

Relying on third-party manufacturing, assembly and testing presents significant risks to us, including the following:

 

   

failure by us, our customers or their end customers to qualify a selected supplier;

 

   

capacity shortages during periods of high demand;

 

   

reduced control over delivery schedules and quality;

 

   

shortages of materials;

 

   

misappropriation of our intellectual property;

 

   

limited warranties on wafers or products supplied to us; and

 

   

potential increases in prices.

 

The ability and willingness of our third-party contractors to perform is largely outside our control. If one or more of our contract manufacturers or other outsourcers fails to perform its obligations in a timely manner or at

 

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satisfactory quality levels, our ability to bring products to market and our reputation could suffer. For example, if that manufacturing capacity is reduced or eliminated at one or more facilities, including as a response to the recent worldwide decline in the semiconductor industry, or any of those facilities are unable to keep pace with the growth of our business, we could have difficulties fulfilling our customer orders and our revenue could decline. In addition, if these third parties fail to deliver quality products and components on time and at reasonable prices, we could have difficulties fulfilling our customer orders, our revenue could decline and our business, financial condition and results of operations would be adversely affected.

 

Additionally, as many of our fabrication and assembly and test contractors are located in the Pacific Rim region, principally in Taiwan, our manufacturing capacity may be similarly reduced or eliminated due to natural disasters, political unrest, war, labor strikes, work stoppages or public health crises, such as outbreaks of H1N1 flu. This could cause significant delays in shipments of our products until we are able to shift our manufacturing, assembly or test from the affected contractor to another third-party vendor. There can be no assurance that alternative capacity could be obtained on favorable terms, if at all.

 

Our costs may increase substantially if the wafer foundries that supply our products do not achieve satisfactory product yields or quality.

 

The wafer fabrication process is an extremely complicated process where the slightest changes in the design, specifications or materials can result in material decreases in manufacturing yields or even the suspension of production. From time to time, our third-party wafer foundries have experienced, and are likely to experience manufacturing defects and reduced manufacturing yields related to errors or problems in their manufacturing processes or the interrelationship of their processes with our designs. In some cases, our third-party wafer foundries may not be able to detect these defects early in the fabrication process or determine the cause of such defects in a timely manner. We may incur substantial research and development expense for prototype or development stage products as we qualify the products for production.

 

Generally, in pricing our semiconductors, we assume that manufacturing yields will continue to increase, even as the complexity of our semiconductors increases. Once our semiconductors are initially qualified with our third-party wafer foundries, minimum acceptable yields are established. We are responsible for the costs of the wafers if the actual yield is above the minimum. If actual yields are below the minimum we are not required to purchase the wafers. The minimum acceptable yields for our new products are generally lower at first and increase as we achieve full production. Unacceptably low product yields or other product manufacturing problems could substantially increase the overall production time and costs and adversely impact our operating results on sales of our products. Product yield losses will increase our costs and reduce our gross margin. In addition to significantly harming our operating results and cash flow, poor yields may delay shipment of our products and harm our relationships with existing and potential customers.

 

We do not have any long-term supply contracts with our contract manufacturers or suppliers, and any disruption in our supply of products or materials could have a material adverse affect on our business, revenue and operating results.

 

We currently do not have long-term supply contracts with any of our third-party contract manufacturers. We make substantially all of our purchases on a purchase order basis, and our contract manufacturers are not required to supply us products for any specific period or in any specific quantity. We expect that it would take approximately nine to 12 months to transition from our current foundry or assembly services to new providers. Such a transition would likely require a qualification process by our customers or their end customers. We generally place orders for products with some of our suppliers several months prior to the anticipated delivery date, with order volumes based on our forecasts of demand from our customers. Accordingly, if we inaccurately forecast demand for our products, we may be unable to obtain adequate and cost-effective foundry or assembly capacity from our third-party contractors to meet our customers’ delivery requirements, or we may accumulate excess inventories. On occasion, we have been unable to adequately respond to unexpected increases in customer

 

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purchase orders and therefore were unable to benefit from this incremental demand. None of our third-party contract manufacturers have provided any assurance to us that adequate capacity will be available to us within the time required to meet additional demand for our products.

 

Our foundry vendors and assembly and test vendors may allocate capacity to the production of other companies’ products while reducing deliveries to us on short notice. In particular, other customers that are larger and better financed than us or that have long-term agreements with our foundry vendor or assembly and test vendors may cause our foundry vendor or assembly and test vendors to reallocate capacity to those customers, decreasing the capacity available to us. We do not have long-term supply contracts with our third-party contract manufacturers and if we enter into costly arrangements with suppliers that include nonrefundable deposits or loans in exchange for capacity commitments, commitments to purchase specified quantities over extended periods or investment in a foundry, our operating results could be harmed. We may not be able to make any such arrangement in a timely fashion or at all, and any arrangements may be costly, reduce our financial flexibility, and not be on terms favorable to us. Moreover, if we are able to secure foundry capacity, we may be obligated to use all of that capacity or incur penalties. These penalties may be expensive and could harm our financial results. To date, we have not entered into such arrangements with our suppliers. If we need another foundry or assembly and test subcontractor because of increased demand, or if we are unable to obtain timely and adequate deliveries from our providers, we might not be able to cost effectively and quickly retain other vendors to satisfy our requirements.

 

Many of our customers depend on us as the sole source for a number of our products. If we are unable to deliver these products as the sole supplier or as one of a limited number of suppliers, our relationships with these customers and our business would suffer.

 

A number of our customers do not have alternative sources for our semiconductor solutions and depend on us as the sole supplier or as one of a limited number of suppliers for these products. Since we outsource our manufacturing to third-party contractors, our ability to deliver our products is substantially dependent on the ability and willingness of our third-party contractors to perform, which is largely outside our control. A failure to deliver our products in sufficient quantities or at all to our customers that depend on us as a sole supplier or as one of a limited number of suppliers may be detrimental to their business and, as a result, our relationship with the customer would be negatively impacted. If we are unable to maintain our relationships with these customers after such failure, our business and financial results may be harmed.

 

If we are unable to attract, train and retain qualified personnel, particularly our design and technical personnel, we may not be able to execute our business strategy effectively.

 

Our future success depends on our ability to attract and retain qualified personnel, including our management, sales and marketing, and finance, and particularly our design and technical personnel. We do not know whether we will be able to retain all of these personnel as we continue to pursue our business strategy. Historically, we have encountered difficulties in hiring qualified engineers because there is a limited pool of engineers with the expertise required in our field. Competition for these personnel is intense in the semiconductor industry. As the source of our technological and product innovations, our design and technical personnel represent a significant asset. The loss of the services of one or more of our key employees, especially our key design and technical personnel, or our inability to attract and retain qualified design and technical personnel, could harm our business, financial condition and results of operations.

 

We may not be able to effectively manage our growth, and we may need to incur significant expenditures to address the additional operational and control requirements of our growth, either of which could harm our business and operating results.

 

To effectively manage our growth, we must continue to expand our operational, engineering and financial systems, procedures and controls and to improve our accounting and other internal management systems. This

 

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may require substantial managerial and financial resources, and our efforts in this regard may not be successful. Our current systems, procedures and controls may not be adequate to support our future operations. If we fail to adequately manage our growth, or to improve our operational, financial and management information systems, or fail to effectively motivate or manage our new and future employees, the quality of our products and the management of our operations could suffer, which could adversely affect our operating results.

 

We face intense competition and expect competition to increase in the future. If we fail to compete effectively, it could have an adverse effect on our revenue, revenue growth rate, if any, and market share.

 

The global semiconductor market in general, and the communications and computing markets in particular, are highly competitive. We compete or plan to compete in different target markets to various degrees on the basis of a number of principal competitive factors, including product performance, power budget, features and functionality, customer relationships, size, ease of system design, product roadmap, reputation and reliability, customer support and price. We expect competition to increase and intensify as more and larger semiconductor companies enter our markets. Increased competition could result in price pressure, reduced profitability and loss of market share, any of which could materially and adversely affect our business, revenue and operating results.

 

Currently, our competitors range from large, international companies offering a wide range of semiconductor products to smaller companies specializing in narrow markets. Our primary competitors include Broadcom Corporation, Hittite Microwave Corporation, Integrated Device Technology, Inc. and Texas Instruments Incorporated, as well as other analog signal processing companies. We expect competition in the markets in which we participate to increase in the future as existing competitors improve or expand their product offerings. In addition, as we develop our 100G semiconductor solution, we may face competition from companies such as Broadcom and NetLogic Microsystems, Inc.

 

Our ability to compete successfully depends on elements both within and outside of our control, including industry and general economic trends. During past periods of downturns in our industry, competition in the markets in which we operate intensified as our customers reduced their purchase orders. Many of our competitors have substantially greater financial and other resources with which to withstand similar adverse economic or market conditions in the future. These developments may materially and adversely affect our current and future target markets and our ability to compete successfully in those markets.

 

We use a significant amount of intellectual property in our business. Monitoring unauthorized use of our intellectual property can be difficult and costly and if we are unable to protect our intellectual property, our business could be adversely affected.

 

Our success depends in part upon our ability to protect our intellectual property. To accomplish this, we rely on a combination of intellectual property rights, including patents, copyrights, trademarks and trade secrets in the United States and in selected foreign countries where we believe filing for such protection is appropriate. Effective protection of our intellectual property rights may be unavailable, limited or not applied for in some countries. Some of our products and technologies are not covered by any patent or patent application, as we do not believe patent protection of these products and technologies is critical to our business strategy at this time. A failure to timely seek patent protection on products or technologies generally precludes us from seeking future patent protection on these products or technologies. We cannot guarantee that:

 

   

any of our present or future patents or patent claims will not lapse or be invalidated, circumvented, challenged or abandoned;

 

   

our intellectual property rights will provide competitive advantages to us;

 

   

our ability to assert our intellectual property rights against potential competitors or to settle current or future disputes will not be limited by our agreements with third parties;

 

   

any of our pending or future patent applications will be issued or have the coverage originally sought;

 

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our intellectual property rights will be enforced in jurisdictions where competition may be intense or where legal protection may be weak;

 

   

any of the trademarks, copyrights, trade secrets or other intellectual property rights that we presently employ in our business will not lapse or be invalidated, circumvented, challenged or abandoned; or

 

   

we will not lose the ability to assert our intellectual property rights against or to license our technology to others and collect royalties or other payments.

 

For example, we filed a complaint against Netlist in Federal District Court in November 2009 alleging that Netlist infringes two of our patents. Netlist asserts in its amended answer to the complaint that it does not infringe the patents, that the patents are invalid and that one of the patents is unenforceable due to inequitable conduct before the United States Patent and Trademark Office, or the USPTO. For more details, see “Business—Legal Proceedings.”

 

In addition, our competitors or others may design around our protected patents or technologies. Effective intellectual property protection may be unavailable or more limited in one or more relevant jurisdictions relative to those protections available in the United States, or may not be applied for in one or more relevant jurisdictions. If we pursue litigation to assert our intellectual property rights, an adverse decision in any of these legal actions could limit our ability to assert our intellectual property rights, limit the value of our technology or otherwise negatively impact our business, financial condition and results of operations.

 

Monitoring unauthorized use of our intellectual property is difficult and costly. Unauthorized use of our intellectual property may have occurred or may occur in the future. Although we have taken steps to minimize the risk of this occurring, any such failure to identify unauthorized use and otherwise adequately protect our intellectual property would adversely affect our business. Moreover, if we are required to commence litigation, whether as a plaintiff or defendant, not only would this be time-consuming, but we would also be forced to incur significant costs and divert our attention and efforts of our employees, which could, in turn, result in lower revenue and higher expenses.

 

We also rely on contractual protections with our customers, suppliers, distributors, employees and consultants, and we implement security measures designed to protect our trade secrets. We cannot assure you that these contractual protections and security measures will not be breached, that we will have adequate remedies for any such breach or that our suppliers, employees or consultants will not assert rights to intellectual property arising out of such contracts.

 

In addition, we have a number of third-party patent and intellectual property license agreements. Some of these license agreements require us to make one-time payments or ongoing royalty payments. We cannot guarantee that the third-party patents and technology we license will not be licensed to our competitors or others in the semiconductor industry. In the future, we may need to obtain additional licenses, renew existing license agreements or otherwise replace existing technology. We are unable to predict whether these license agreements can be obtained or renewed or the technology can be replaced on acceptable terms, or at all.

 

Average selling prices of our products often decrease over time, which could negatively impact our revenue and gross margins.

 

Our operating results may be impacted by a decline in the average selling prices of our semiconductors. If competition increases in our target markets, we may need to reduce the average unit price of our products in anticipation of competitive pricing pressures, new product introductions by us or our competitors and for other reasons. If we are unable to offset any reductions in our average selling prices by increasing our sales volumes or introducing new products with higher margins, our revenue and gross margins will suffer. To maintain our revenue and gross margins, we must develop and introduce new products and product enhancements on a timely basis and continually reduce our costs as well as our customers’ costs. Failure to do so would cause our revenue and gross margins to decline.

 

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We are subject to order and shipment uncertainties, and differences between our estimates of customer demand and product mix and our actual results could negatively affect our inventory levels, sales and operating results.

 

Our revenue is generated on the basis of purchase orders with our customers rather than long-term purchase commitments. In addition, our customers can cancel purchase orders or defer the shipments of our products under certain circumstances. Our products are manufactured using semiconductor foundries according to our estimates of customer demand, which requires us to make separate demand forecast assumptions for every customer, each of which may introduce significant variability into our aggregate estimates. It is difficult for us to forecast the demand for our products, in part because of the complex supply chain between us and the end-user markets that incorporate our products. Due to our lengthy product development cycle, it is critical for us to anticipate changes in demand for our various product features and the applications they serve to allow sufficient time for product development and design. We have limited visibility into future customer demand and the product mix that our customers will require, which could adversely affect our revenue forecasts and operating margins. Moreover, because some of our target markets are relatively new, many of our customers have difficulty accurately forecasting their product requirements and estimating the timing of their new product introductions, which ultimately affects their demand for our products. Our failure to accurately forecast demand can lead to product shortages that can impede production by our customers and harm our customer relationships. Conversely, our failure to forecast declining demand or shifts in product mix can result in excess or obsolete inventory. The rapid pace of innovation in our industry could also render significant portions of our inventory obsolete. Excess or obsolete inventory levels could result in unexpected expenses or increases in our reserves that could adversely affect our business, operating results and financial condition. In contrast, if we were to underestimate customer demand or if sufficient manufacturing capacity were unavailable, we could forego revenue opportunities, potentially lose market share and damage our customer relationships. In addition, any significant future cancellations or deferrals of product orders or the return of previously sold products due to manufacturing defects could materially and adversely impact our profit margins, increase our write-offs due to product obsolescence and restrict our ability to fund our operations.

 

We rely on third-party sales representatives and distributors to assist in selling our products. If we fail to retain or find additional sales representatives and distributors, or if any of these parties fail to perform as expected, it could reduce our future sales.

 

In 2009, we derived 78% of our total revenue from sales by our direct sales team and third-party sales representatives. In addition, in 2009 and the nine months ended September 30, 2010, approximately 22% and 23% of our sales were made through third-party distributors, respectively. Two of our distributors, which sell solely to Micron, accounted for 12% of our total revenue in each of 2009 and the nine months ended September 30, 2010. We are unable to predict the extent to which these third-party sales representatives and distributors will be successful in marketing and selling our products. Moreover, many of these third-party sales representatives and distributors also market and sell competing products, which may affect the extent to which they promote our products. Even where our relationships are formalized in contracts, our third-party sales representatives and distributors often have the right to terminate their relationships with us at any time. Our future performance will also depend, in part, on our ability to attract additional third-party sales representatives and distributors who will be able to market and support our products effectively, especially in markets in which we have not previously sold our products. If we cannot retain our current distributors or find additional or replacement third-party sales representatives and distributors, our business, financial condition and results of operations could be harmed. Additionally, if we terminate our relationship with a distributor, we may be obligated to repurchase unsold products. We record a reserve for estimated returns and price credits. If actual returns and credits exceed our estimates, our operating results could be harmed.

 

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The facilities of our third-party contractors and distributors are located in regions that are subject to earthquakes and other natural disasters.

 

The facilities of our third-party contractors and distributors are subject to risk of catastrophic loss due to fire, flood or other natural or man-made disasters. A number of our facilities and those of our contract manufacturers are located in areas with above average seismic activity and also subject to typhoons and other Pacific storms. Several foundries that manufacture our wafers are located in Taiwan, Japan and California, and all of the third-party contractors who assemble and test our products are located in Asia. In addition, our headquarters are located in California. The risk of an earthquake in the Pacific Rim region or California is significant due to the proximity of major earthquake fault lines. For example, in 2002 and 2003, major earthquakes occurred in Taiwan. Any catastrophic loss to any of these facilities would likely disrupt our operations, delay production, shipments and revenue and result in significant expenses to repair or replace the facility. In particular, any catastrophic loss at our California locations would materially and adversely affect our business.

 

We rely on third-party technologies for the development of our products and our inability to use such technologies in the future would harm our ability to remain competitive.

 

We rely on third parties for technologies that are integrated into our products, such as wafer fabrication and assembly and test technologies used by our contract manufacturers, as well as licensed architecture technologies. If we are unable to continue to use or license these technologies on reasonable terms, or if these technologies fail to operate properly, we may not be able to secure alternatives in a timely manner or at all, and our ability to remain competitive would be harmed. In addition, if we are unable to successfully license technology from third parties to develop future products, we may not be able to develop such products in a timely manner or at all.

 

Our business would be adversely affected by the departure of existing members of our senior management team and other key personnel.

 

Our success depends, in large part, on the continued contributions of our senior management team, in particular, the services of Young K. Sohn, our President and Chief Executive Officer, and Dr. Gopal Raghavan, one of our founders and our Chief Technical Officer, as well as other key personnel, including Dr. Loi Nguyen, one of our founders and our Vice President of Networking, Communications and Multi-Market Products. In addition, we have not entered into non-compete agreements with members of our senior management team. The loss of any member of our senior management team or key personnel could harm our ability to implement our business strategy and respond to the rapidly changing market conditions in which we operate.

 

Potential future acquisitions could be difficult to integrate, divert attention of key personnel, disrupt our business, dilute stockholder value and impair our operating results.

 

As part of our business strategy, we have pursued and may continue to pursue acquisitions in the future that we believe will complement our business, semiconductor solutions or technologies. For example, we recently acquired all of the outstanding shares of Winyatek Technology Inc., a Taiwanese company. Any acquisition involves a number of risks, many of which could harm our business, including:

 

   

difficulties in integrating the operations, technologies, products, existing contracts, accounting and personnel of the target company;

 

   

realizing the anticipated benefits of any acquisition;

 

   

difficulties in transitioning and supporting customers, if any, of the target company;

 

   

diversion of financial and management resources from existing operations;

 

   

the price we pay or other resources that we devote may exceed the value we realize, or the value we could have realized if we had allocated the purchase price or other resources to another opportunity;

 

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potential loss of key employees, customers and strategic alliances from either our current business or the target company’s business;

 

   

assumption of unanticipated problems or latent liabilities, such as problems with the quality of the target company’s products;

 

   

inability to generate sufficient revenue to offset acquisition costs;

 

   

dilutive effect on our stock as a result of any equity-based acquisitions;

 

   

inability to successfully complete transactions with a suitable acquisition candidate; and

 

   

in the event of international acquisitions, risks associated with accounting and business practices that are different from applicable U.S. practices and requirements.

 

Acquisitions also frequently result in the recording of goodwill and other intangible assets that are subject to potential impairments, which could harm our financial results. As a result, if we fail to properly evaluate acquisitions or investments, we may not achieve the anticipated benefits of any such acquisitions, and we may incur costs in excess of what we anticipate. The failure to successfully evaluate and execute acquisitions or investments or otherwise adequately address these risks could materially harm our business and financial results.

 

Tax benefits that we receive may be terminated or reduced in the future, which would increase our costs.

 

In 2010, we began to expand our international presence to take advantage of the opportunity to recruit additional engineering design talent, as well as to more closely align our operations geographically with our customers and suppliers in Asia. In certain international jurisdictions, we have also entered into agreements with local governments to provide us with, among other things, favorable local tax rates if certain minimum criteria are met. These agreements may require us to meet several requirements as to investment, headcount and activities to retain this status. We currently believe that we will be able to meet all the terms and conditions specified in these agreements. However, if adverse changes in the economy or changes in technology affect international demand for our products in an unforeseen manner or if we fail to otherwise meet the conditions of the local agreements, we may be subject to additional taxes, which in turn would increase our costs.

 

Changes in our effective tax rate may harm our results of operations. A number of factors may increase our future effective tax rates, including:

 

   

the jurisdictions in which profits are determined to be earned and taxed;

 

   

the resolution of issues arising from tax audits with various tax authorities;

 

   

changes in the valuation of our deferred tax assets and liabilities and in deferred tax valuation allowances;

 

   

changes in the value of assets or services transferred or provided from one jurisdiction to another;

 

   

adjustments to income taxes upon finalization of various tax returns;

 

   

increases in expenses not deductible for tax purposes, including write-offs of acquired in-process research and development and impairments of goodwill in connection with acquisitions;

 

   

changes in available tax credits;

 

   

changes in tax laws or the interpretation of such tax laws, and changes in U.S. generally accepted accounting principles; and

 

   

a decision to repatriate non-U.S. earnings for which we have not previously provided for U.S. taxes.

 

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We will be subject to additional regulatory compliance requirements, including Section 404 of the Sarbanes-Oxley Act of 2002, as a result of becoming a public company and our management has limited experience managing a public company.

 

We have never operated as a public company and will incur significant legal, accounting and other expenses that we did not incur as a private company. The individuals who constitute our management team have limited experience managing a publicly traded company, and limited experience complying with the increasingly complex and changing laws pertaining to public companies. Our management team and other personnel will need to devote a substantial amount of time to new compliance initiatives and we may not successfully or efficiently manage our transition into a public company. We expect rules and regulations such as the Sarbanes-Oxley Act of 2002 to increase our legal and finance compliance costs and to make some activities more time-consuming and costly. We will need to hire a number of additional employees with public accounting and disclosure experience in order to meet our ongoing obligations as a public company. For example, Section 404 of the Sarbanes-Oxley Act of 2002 requires that our management report on, and our independent registered public accounting firm attest to, the effectiveness of our internal control over financial reporting in our annual report on Form 10-K for the fiscal year ending December 31, 2011. Section 404 compliance may divert internal resources and will take a significant amount of time and effort to complete. We may not be able to successfully complete the procedures and certification and attestation requirements of Section 404 by the time we will be required to do so. If we fail to do so, or if in the future our Chief Executive Officer, Chief Financial Officer or independent registered public accounting firm determines that our internal controls over financial reporting are not effective as defined under Section 404, we could be subject to sanctions or investigations by The New York Stock Exchange, or NYSE, the Securities and Exchange Commissions, or the SEC, or other regulatory authorities. Furthermore, investor perceptions of our company may suffer, and this could cause a decline in the market price of our stock. Irrespective of compliance with Section 404, any failure of our internal controls could have a material adverse effect on our stated results of operations and harm our reputation. If we are unable to implement these changes effectively or efficiently, it could harm our operations, financial reporting or financial results and could result in an adverse opinion on internal controls from our independent auditors.

 

Our insiders who are significant stockholders may control the election of our board and may have interests that conflict with those of other stockholders.

 

Our directors and executive officers, together with members of their immediate families and affiliated funds, beneficially owned, in the aggregate, more than 67.1% of our outstanding capital stock as of September 30, 2010, and will beneficially own, in the aggregate, more than 49.8% of our outstanding capital stock immediately after this offering. In addition, entities affiliated with Walden International, Tallwood I, L.P. and Mayfield Fund beneficially owned 20.3%, 20.1% and 18.2%, respectively, of our outstanding capital stock as of September 30, 2010, and will beneficially own, in the aggregate, more than 42.0% of our outstanding capital stock immediately after this offering. Lip-Bu Tan, Diosdado Banatao and David Ladd, who are affiliated with Walden International, Tallwood I, L.P. and Mayfield Fund, respectively, are currently three of the eight members of our board of directors. As a result, acting together, this group has the ability to exercise significant control over most matters requiring our stockholders’ approval, including the election and removal of directors and significant corporate transactions.

 

Risks Related to Our Industry

 

We may be unable to make the substantial and productive research and development investments which are required to remain competitive in our business.

 

The semiconductor industry requires substantial investment in research and development in order to develop and bring to market new and enhanced technologies and products. Many of our products originated with our research and development efforts and have provided us with a significant competitive advantage. Our research and development expense was $17.3 million in 2007, $17.5 million in 2008 and $17.8 million in 2009. We are

 

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committed to investing in new product development in order to remain competitive in our target markets. We do not know whether we will have sufficient resources to maintain the level of investment in research and development required to remain competitive. In addition, we cannot assure you that the technologies which are the focus of our research and development expenditures will become commercially successful.

 

Our business, financial condition and results of operations could be adversely affected by worldwide economic conditions, as well as political and economic conditions in the countries in which we conduct business.

 

Our business and operating results are impacted by worldwide economic conditions, including the current European debt crisis. Uncertainty about current global economic conditions may cause businesses to continue to postpone spending in response to tighter credit, unemployment or negative financial news. This in turn could have a material negative effect on the demand for our semiconductor products or the products into which our semiconductors are incorporated. Although the United States economy has recently shown signs of recovery, the strength and duration of any economic recovery will be impacted by the European debt crisis and the reaction to any efforts to address the crisis. Multiple factors relating to our international operations and to particular countries in which we operate could negatively impact our business, financial condition and results of operations. These factors include:

 

   

changes in political, regulatory, legal or economic conditions;

 

   

restrictive governmental actions, such as restrictions on the transfer or repatriation of funds and foreign investments and trade protection measures, including export duties and quotas and customs duties and tariffs;

 

   

disruptions of capital and trading markets;

 

   

changes in import or export requirements;

 

   

transportation delays;

 

   

civil disturbances or political instability;

 

   

geopolitical turmoil, including terrorism, war or political or military coups;

 

   

public health emergencies;

 

   

differing employment practices and labor standards;

 

   

limitations on our ability under local laws to protect our intellectual property;

 

   

local business and cultural factors that differ from our customary standards and practices;

 

   

nationalization and expropriation;

 

   

changes in tax laws;

 

   

currency fluctuations relating to our international operating activities; and

 

   

difficulty in obtaining distribution and support.

 

A significant portion of our products are manufactured, assembled and tested outside the United States. Any conflict or uncertainty in these countries, including due to natural disasters, public health concerns, political unrest or safety concerns, could harm our business, financial condition and results of operations. In addition, if the government of any country in which our products are manufactured or sold sets technical standards for products manufactured in or imported into their country that are not widely shared, it may lead some of our customers to suspend imports of their products into that country, require manufacturers in that country to manufacture products with different technical standards and disrupt cross-border manufacturing relationships which, in each case, could harm our business.

 

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Changes in current or future laws or regulations or the imposition of new laws or regulations, including new or changed tax regulations, environmental laws and export control laws, or new interpretations thereof, by federal or state agencies or foreign governments could impair our ability to compete in international markets.

 

Changes in current laws or regulations applicable to us or the imposition of new laws and regulations in the United States or other jurisdictions in which we do business, such as China, Japan, Korea, Singapore and Taiwan, could materially and adversely affect our business, financial condition and results of operations. For example, we have entered into agreements with local governments to provide us with, among other things, favorable local tax rates if certain minimum criteria are met, as discussed in our risk factor entitled “Tax benefits that we received may be terminated or reduced in the future, which would increase our costs.” These agreements may require us to meet several requirements as to investment, headcount and activities to retain this status. If we fail to otherwise meet the conditions of the local agreements, we may be subject to additional taxes, which in turn would increase our costs. In addition, potential future U.S. tax legislation could impact the tax benefits we effectively realize under these agreements.

 

Due to environmental concerns, the use of lead and other hazardous substances in electronic components and systems is receiving increased attention. In response, the European Union passed the Restriction on Hazardous Substances, or RoHS, Directive, legislation that limits the use of lead and other hazardous substances in electrical equipment. The RoHS Directive became effective July 1, 2006. We believe that our current product designs and material supply chains are in compliance with the RoHS Directive. If our product designs or material supply chains are deemed not to be in compliance with the RoHS Directive, we and our third party manufacturers may need to redesign products with components meeting the requirements of the RoHS Directive and we may incur additional expense as well as loss of market share and damage to our reputation.

 

In addition, we are subject to export control laws, regulations and requirements that limit which products we sell and where and to whom we sell our products. In some cases, it is possible that export licenses would be required from U.S. government agencies for some of our products in accordance with the Export Administration Regulations and the International Traffic in Arms Regulations. We may not be successful in obtaining the necessary export licenses in all instances. Any limitation on our ability to export or sell our products imposed by these laws would adversely affect our business, financial condition and results of operations. In addition, changes in our products or changes in export and import laws and implementing regulations may create delays in the introduction of new products in international markets, prevent our customers from deploying our products internationally or, in some cases, prevent the export or import of our products to certain countries altogether. While we are not aware of any other current or proposed export or import regulations which would materially restrict our ability to sell our products in countries such as China, Japan, Korea, Singapore or Taiwan, any change in export or import regulations or related legislation, shift in approach to the enforcement or scope of existing regulations, or change in the countries, persons or technologies targeted by these regulations, could result in decreased use of our products by, or in our decreased ability to export or sell our products to, existing or potential customers with international operations. In such event, our business and results of operations could be adversely affected.

 

We are subject to the cyclical nature of the semiconductor industry, which has suffered and may suffer from future recessionary downturns.

 

The semiconductor industry is highly cyclical and is characterized by constant and rapid technological change, rapid product obsolescence and price erosion, evolving standards and wide fluctuations in product supply and demand. The industry experienced a significant downturn during the current global recession. These downturns have been characterized by diminished product demand, production overcapacity, high inventory levels and accelerated erosion of average selling prices. The most recent downturn and any future downturns could negatively impact our business and operating results. Furthermore, any upturn in the semiconductor industry could result in increased competition for access to third-party foundry and assembly capacity. We are dependent on the availability of this capacity to manufacture and assemble our integrated circuits. None of our

 

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third-party foundry or assembly contractors has provided assurances that adequate capacity will be available to us in the future.

 

Our products must conform to industry standards in order to be accepted by end users in our markets.

 

Our products comprise only a part of larger electronic systems. All components of these systems must uniformly comply with industry standards in order to operate efficiently together. These industry standards are often developed and promoted by larger companies who are industry leaders and provide other components of the systems in which our products are incorporated. In driving industry standards, these larger companies are able to develop and foster product ecosystems within which our products can be used. We work with a number of these larger companies in helping develop industry standards with which our products are compatible. If larger companies do not support the same industry standards that we do, or if competing standards emerge, market acceptance of our products could be adversely affected, which would harm our business.

 

Some industry standards may not be widely adopted or implemented uniformly, and competing standards may still emerge that may be preferred by our customers. Products for communications and computing applications are based on industry standards that are continually evolving. Our ability to compete in the future will depend on our ability to identify and ensure compliance with these evolving industry standards. The emergence of new industry standards could render our products incompatible with products developed by other suppliers or make it difficult for our products to meet the requirements of certain OEMs. As a result, we could be required to invest significant time and effort and to incur significant expense to redesign our products to ensure compliance with relevant standards. If our products are not in compliance with prevailing industry standards for a significant period of time, we could miss opportunities to achieve crucial design wins. We may not be successful in developing or using new technologies or in developing new products or product enhancements that achieve market acceptance. Our pursuit of necessary technological advances may require substantial time and expense.

 

Risks Related to this Offering and our Common Stock

 

Our share price may be volatile and you may be unable to sell your shares at or above the offering price.

 

Prior to this offering, there has not been a public market for our common stock. We cannot predict the extent to which a trading market will develop or how liquid that market might become. The initial public offering price for our shares will be determined by negotiations between us and representatives of the underwriters and may not be indicative of prices that will prevail in the trading market. The market price of shares of our common stock could be subject to wide fluctuations in response to many risk factors listed in this prospectus and others beyond our control, including:

 

   

actual or anticipated fluctuations in our financial condition and operating results;

 

   

changes in the economic performance or market valuations of other companies that provide high-speed analog semiconductor solutions;

 

   

loss of a significant amount of existing business;

 

   

actual or anticipated changes in our growth rate relative to our competitors;

 

   

actual or anticipated fluctuations in our competitors’ operating results or changes in their growth rates;

 

   

issuance of new or updated research or reports by securities analysts;

 

   

our announcement of actual results for a fiscal period that are higher or lower than projected results or our announcement of revenue or earnings guidance that is higher or lower than expected;

 

   

regulatory developments in our target markets affecting us, our customers or our competitors;

 

   

fluctuations in the valuation of companies perceived by investors to be comparable to us;

 

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share price and volume fluctuations attributable to inconsistent trading volume levels of our shares;

 

   

sales or expected sales of additional common stock;

 

   

terrorist attacks or natural disasters or other such events impacting countries where we or our customers have operations; and

 

   

general economic and market conditions.

 

Furthermore, the stock markets have experienced extreme price and volume fluctuations that have affected and continue to affect the market prices of equity securities of many companies. These fluctuations often have been unrelated or disproportionate to the operating performance of those companies. These broad market and industry fluctuations, as well as general economic, political and market conditions such as recessions, interest rate changes or international currency fluctuations, may cause the market price of shares of our common stock to decline. If the market price of shares of our common stock after this offering does not exceed the initial public offering price, you may not realize any return on your investment in us and may lose some or all of your investment. In the past, companies that have experienced volatility in the market price of their stock have been subject to securities class action litigation. We may be the target of this type of litigation in the future. Securities litigation against us could result in substantial costs and divert our management’s attention from other business concerns, which could seriously harm our business.

 

If securities or industry analysts do not publish research or reports about our business, or if they change their recommendations regarding our stock adversely, our stock price and trading volume could decline.

 

The trading market for our common stock will be influenced by the research and reports that industry or securities analysts publish about us or our business. If one or more of the analysts who cover us downgrade our stock, our stock price would likely decline. If one or more of these analysts cease coverage of our company or fail to regularly publish reports on us, we could lose visibility in the financial markets, which in turn could cause our stock price or trading volume to decline.

 

Substantial future sales of our common stock in the public market could cause our stock price to fall.

 

Additional sales of our common stock in the public market after this offering, or the perception that these sales could occur, could cause the market price of our common stock to decline. Upon the completion of this offering, we will have 24,048,849 shares of common stock outstanding, assuming no exercise of our outstanding options. All shares sold in this offering will be freely transferable without restriction or additional registration under the Securities Act of 1933, or the Securities Act, except for any shares held by our affiliates as defined in Rule 144 under the Securities Act. The remaining 17,248,849 shares of common stock outstanding after this offering will be eligible for sale at various times beginning 180 days after the date of this prospectus upon the expiration of lock-up agreements as described below and subject to vesting requirements and the requirements of Rule 144 or Rule 701.

 

Our directors, executive officers and substantially all of our stockholders have agreed with limited exceptions that they will not sell any shares of common stock owned by them without the prior written consent of Morgan Stanley & Co. Incorporated and Deutsche Bank Securities Inc., on behalf of the underwriters, for a period of 180 days from the date of this prospectus. At any time and without public notice, Morgan Stanley and Deutsche Bank may in their sole discretion release some or all of the securities from these lock-up agreements prior to the expiration of the lock-up period. As resale restrictions end, the market price of our common stock could decline if the holders of those shares sell them or are perceived by the market as intending to sell them. In addition, after this offering, the holders of approximately 14,851,170 shares of common stock, including shares to be issued upon the conversion of the preferred stock, and upon the exercise of warrants to purchase shares of our capital stock, will be entitled to contractual rights to cause us to register the sale of those shares under the Securities Act. All of these shares are subject to the 180-day lock-up period. Registration of these shares under

 

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the Securities Act would result in these shares becoming freely tradable without restriction under the Securities Act immediately upon the effectiveness of the registration statement. We also intend to file a registration statement on Form S-8 under the Securities Act to register approximately 2,000,000 shares under our 2010 Stock Incentive Plan.

 

As a new investor, you will experience immediate and substantial dilution.

 

Purchasers in this offering will immediately experience substantial dilution in net tangible book value. Because our common stock has in the past been sold at prices substantially lower than the initial public offering price that you will pay, you will suffer immediate dilution of $6.27 per share in net tangible book value, based on an assumed initial offering price of $11.00 per share of common stock, the mid-point of the range set forth on the cover page of this prospectus. The exercise of outstanding options and warrants may result in further dilution.

 

Management may apply our net proceeds from this offering to uses that do not increase our market value or improve our operating results.

 

We intend to use our net proceeds from this offering for general corporate purposes, including as yet undetermined amounts related to working capital and capital expenditures. Our management will have considerable discretion in applying our net proceeds and you will not have the opportunity, as part of your investment decision, to assess whether we are using our net proceeds appropriately. Until the net proceeds we receive are used, they may be placed in investments that do not produce income or that lose value. We may use our net proceeds for purposes that do not result in any increase in our results of operations, which could cause the price of our common stock to decline.

 

We may not be able to obtain capital when desired on favorable terms, if at all, or without dilution to our stockholders and our failure to raise capital when needed could prevent us from executing our growth strategy.

 

In the absence of this offering, we believe that our existing cash and cash equivalents, and cash flows from our operating activities, will be sufficient to meet our anticipated cash needs for at least the next 12 months. We operate in an industry, however, that makes our prospects difficult to evaluate. It is possible that we may not generate sufficient cash flow from operations or otherwise have the capital resources to meet our future capital needs. If this occurs, we may need additional financing to execute on our current or future business strategies, including to:

 

   

invest in our research and development efforts by hiring additional technical and other personnel;

 

   

expand our operating infrastructure;

 

   

acquire complementary businesses, products, services or technologies; or

 

   

otherwise pursue our strategic plans and respond to competitive pressures.

 

If we raise additional funds through the issuance of equity or convertible debt securities, the percentage ownership of our stockholders could be significantly diluted, and these newly-issued securities may have rights, preferences or privileges senior to those of existing stockholders, including those acquiring shares in this offering. If we raise additional funds by obtaining loans from third parties, the terms of those financing arrangements may include negative covenants or other restrictions on our business that could impair our operational flexibility, and would also require us to incur interest expense. We have not made arrangements to obtain additional financing and there is no assurance that additional financing will be available on terms favorable to us, or at all. If adequate funds are not available or are not available on acceptable terms, if and when needed, our ability to fund our operations, take advantage of unanticipated opportunities, develop or enhance our products, or otherwise respond to competitive pressures could be significantly limited.

 

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Delaware law and our corporate charter and bylaws will contain anti-takeover provisions that could delay or discourage takeover attempts that stockholders may consider favorable.

 

Provisions in our certificate of incorporation and bylaws, that we intend to adopt before the completion of this offering, may have the effect of delaying or preventing a change of control or changes in our management. These provisions include the following:

 

   

the right of our board of directors to elect a director to fill a vacancy created by the expansion of our board of directors;

 

   

the classification of our board of directors so that only a portion of our directors are elected each year, with each director serving a three-year term;

 

   

the requirement for advance notice for nominations for election to our board of directors or for proposing matters that can be acted upon at a stockholders’ meeting;

 

   

the ability of our board of directors to alter our bylaws without obtaining stockholder approval;

 

   

the ability of our board of directors to issue, without stockholder approval, up to 10,000,000 shares of preferred stock with rights set by our board of directors, which rights could be senior to those of common stock;

 

   

the required approval of holders of at least two-thirds of the shares entitled to vote at an election of directors to adopt, amend or repeal our bylaws or amend or repeal the provisions of our certificate of incorporation regarding the election and removal of directors and the ability of stockholders to take action by written consent; and

 

   

the elimination of the right of stockholders to call a special meeting of stockholders and to take action by written consent.

 

In addition, because we are incorporated in Delaware, we are governed by the provisions of Section 203 of the Delaware General Corporation Law. These provisions may prohibit or restrict large stockholders, in particular those owning 15% or more of our outstanding voting stock, from merging or combining with us. These provisions will be in our certificate of incorporation and bylaws and under Delaware law could discourage potential takeover attempts and could reduce the price that investors might be willing to pay for shares of our common stock in the future and result in our market price being lower than it would without these provisions.

 

We do not currently intend to pay dividends on our common stock and, consequently, your ability to achieve a return on your investment will depend on appreciation in the price of our common stock.

 

We have never declared or paid any cash dividends on our common stock and do not currently intend to do so for the foreseeable future. We currently intend to invest our future earnings, if any, to fund our growth. Therefore, you are not likely to receive any dividends on your common stock for the foreseeable future and the success of an investment in shares of our common stock will depend upon any future appreciation in their value. There is no guarantee that shares of our common stock will appreciate in value or even maintain the price at which our stockholders have purchased their shares.

 

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SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

 

This prospectus contains forward-looking statements that involve risks and uncertainties. The forward-looking statements are contained principally in the sections entitled “Prospectus Summary,” “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Business.” In some cases, you can identify forward-looking statements by terms such as “may,” “might,” “will,” “objective,” “intend,” “should,” “could,” “can,” “would,” “expect,” “believe,” “estimate,” “predict,” “potential,” “plan,” or the negative of these terms, and similar expressions intended to identify forward-looking statements. These statements reflect our current views with respect to future events and are based on assumptions and subject to risks and uncertainties. Given these uncertainties, you should not place undue reliance on these forward-looking statements. Forward-looking statements include, but are not limited to, statements about:

 

   

anticipated trends and challenges in our business and the markets in which we operate, including the market for 40G and 100G high-speed analog semiconductor solutions;

 

   

our plans for future products, such as our iMB, clock and data recovery, or CDR, and serializer-deserializer, or SERDES, products, and enhancements of existing products;

 

   

our expectations regarding our expenses and revenue, including our expectations that our research and development, sales and marketing and general and administrative expenses may increase in absolute dollars;

 

   

our anticipated cash needs and our estimates regarding our capital requirements and our needs for additional financing, as further discussed under “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Operating and Capital Expenditure Requirements”;

 

   

our anticipated growth strategies, including those described under “Business—Our Strategy”;

 

   

our ability to retain and attract customers, particularly in light of our dependence on a limited number of customers for a substantial portion of our revenue;

 

   

the anticipated costs and benefits of our recent acquisition of Winyatek Technology Inc.; and

 

   

our expectations regarding competition as more and larger semiconductor companies enter our markets and as existing competitors improve or expand their product offerings;

 

These statements involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements to be materially different from any future results, performances or achievements expressed or implied by the forward-looking statements.

 

We discuss many of these risks in this prospectus in greater detail under the heading “Risk Factors.” Also, these forward-looking statements represent our estimates and assumptions only as of the date of this prospectus. Unless required by U.S. federal securities laws, we do not intend to update any of these forward-looking statements to reflect circumstances or events that occur after the statement is made.

 

You should read this prospectus and the documents that we reference in this prospectus and have filed as exhibits to the registration statement, of which this prospectus is a part, completely and with the understanding that our actual future results may be materially different from what we expect. We qualify all of our forward-looking statements by these cautionary statements.

 

The market data and certain other statistical information used throughout this prospectus are based on independent industry publications, governmental publications, reports by market research firms or other independent sources. Some data are also based on our good faith estimates.

 

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USE OF PROCEEDS

 

We estimate that we will receive net proceeds from this offering of approximately $67.6 million, based on an assumed initial public offering price of $11.00 per share, the mid-point of the range set forth on the cover of this prospectus, after deducting the estimated underwriting discounts and commissions and estimated offering expenses payable by us. A $1.00 increase (decrease) in the assumed initial public offering price of $11.00 per share would increase (decrease) the net proceeds to us from this offering by approximately $6.3 million, assuming the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same and after deducting the estimated underwriting discounts and commissions and estimated offering expenses payable by us.

 

The principal purposes for this offering are to increase our working capital, create a public market for our common stock, facilitate our access to the public capital markets and increase our visibility in our markets.

 

We intend to use our proceeds from this offering for general corporate purposes, including working capital and capital expenditures. The amount and timing of these expenditures will vary depending on a number of factors, including competitive and technological developments and the rate of growth, if any, of our business. In addition, we also may use a portion of the net proceeds to acquire complementary businesses, products or technologies. However, we are not currently contemplating any such acquisitions other than our acquisition of Winyatek Technology Inc., which closed on June 30, 2010.

 

As of the date of this prospectus, however, we have not determined all of the anticipated uses for the proceeds of this offering or the amounts that we will actually spend on the uses set forth above. The amount and timing of actual expenditures may vary significantly depending upon a number of factors, including the amount of cash generated from our operations, competitive and technological developments and the rate of growth, if any, of our business. Accordingly, our management will have significant flexibility in applying the net proceeds of this offering. Pending use of the net proceeds as described above, we intend to invest the net proceeds of this offering in short-term, interest-bearing, investment-grade securities.

 

DIVIDEND POLICY

 

We have never declared or paid any cash dividends on shares of our capital stock. The holders of our convertible preferred stock are entitled to noncumulative dividends per annum of $6.5 million when and if declared by our board of directors. After the $6.5 million per year dividend payments, if any, have been made in a full calendar year, the holders of all of our convertible preferred stock participate with the holders of our common stock on an as-converted common stock basis in dividends declared by our board of directors.

 

We expect to retain all of our earnings to finance the expansion and development of our business and we do not currently intend to pay any cash dividends on our capital stock in the foreseeable future. Our board of directors will determine future dividends, if any.

 

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CAPITALIZATION

 

The following table describes our capitalization as of September 30, 2010:

 

   

on an actual basis;

 

   

on a pro forma basis to give effect to the issuance of 14,795,412 shares of common stock upon the conversion of all of our outstanding shares of preferred stock, and to give effect to the conversion of warrants to purchase convertible preferred stock into warrants to purchase common stock and the filing of our amended and restated certificate of incorporation upon the completion of this offering; and

 

   

on a pro forma as adjusted basis to give effect to the pro forma conversion described above and the sale of shares of common stock in this offering at an assumed initial public offering price of $11.00 per share, the mid-point of the price range set forth on the cover of this prospectus, after deducting the estimated underwriting discounts and commissions and estimated offering expenses payable by us.

 

You should read this table together with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our consolidated financial statements and the related notes appearing elsewhere in this prospectus.

 

     As of September 30, 2010  
     Actual     Pro Forma     Pro Forma
As Adjusted
 
     (in thousands, except share and
per share data)
 

Preferred stock warrant outstanding

   $ 34      $      $   

Convertible and redeemable convertible preferred stock, $0.001 par value per share; 34,603,385 shares authorized; 14,795,412 shares issued and outstanding, actual; no shares authorized, issued or outstanding, pro forma and pro forma as adjusted

     82,154                 

Stockholders’ equity (deficit):

      

Preferred stock, $0.001 par value per share; no shares authorized, issued or outstanding, actual; 10,000,000 shares authorized, no shares issued or outstanding, pro forma and pro forma as adjusted

                     

Common stock, $0.001 par value per share; 60,000,000 shares authorized; 2,453,437 shares issued and outstanding, actual; 500,000,000 shares authorized, 17,248,849 shares issued and outstanding, pro forma; and 24,048,849 shares issued and outstanding, pro forma as adjusted

     2        17        24   

Additional paid-in capital

     8,347        90,520        158,077   

Accumulated deficit

     (37,619     (37,619     (37,619

Accumulated other comprehensive income

     197        197        197   
                        

Total stockholders’ equity (deficit)

     (29,073     53,115        120,679   
                        

Total capitalization

   $ 53,115      $ 53,115      $ 120,679   
                        

 

The actual, pro forma and pro forma as adjusted information set forth in the table:

 

   

excludes 6,557,040 shares of common stock issuable upon the exercise of options outstanding as of September 30, 2010, at a weighted average exercise price of $3.68 per share;

 

   

excludes 38,571 shares of common stock issuable upon the exercise of warrants outstanding as of September 30, 2010, at an exercise price of $1.54 per share;

 

   

excludes 17,187 shares issuable upon the exercise of warrants to purchase convertible preferred stock, at a weighted average exercise price of $7.96 per share, which warrants will convert into warrants to purchase 17,187 shares of common stock upon the completion of this offering;

 

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excludes 2,000,000 shares of common stock reserved for future issuance under our 2010 Stock Incentive Plan as well as shares originally reserved for issuance under our 2000 Stock Plan, but which may become available for awards under our 2010 Stock Incentive Plan as described below, which plan will become effective in connection with this offering and contains provisions that will automatically increase its share reserve each year, as more fully described in “Executive Compensation—Employee Benefit Plans”; and

 

   

assumes no exercise of the option to purchase additional shares granted to the underwriters.

 

As of September 30, 2010, 159,614 shares remained available for future issuance under our 2000 Stock Plan. Upon the completion of this offering, no shares of our common stock will remain available for future issuance under our 2000 Stock Plan. Shares originally reserved for issuance under our 2000 Stock Plan but which are not issued or subject to outstanding grants on the effective date of our 2010 Stock Incentive Plan, and shares subject to outstanding options or forfeiture restrictions under our 2000 Stock Plan on the effective date of our 2010 Stock Incentive Plan that are subsequently forfeited or terminated for any reason before being exercised, up to a number of additional shares not to exceed 428,571 will become available for awards under our 2010 Stock Incentive Plan upon the completion of this offering.

 

A $1.00 increase (decrease) in the assumed initial public offering price of $11.00 per share, the mid-point of the range set forth on the cover of this prospectus, would increase (decrease) the net proceeds to us from this offering by approximately $6.3 million, or approximately $7.3 million if the underwriters exercise their option to purchase additional shares of common stock in full, assuming the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same and after deducting the estimated underwriting discounts and commissions and estimated offering expenses payable by us. Similarly, each increase (decrease) of one million shares in the number of shares of common stock offered by us would increase (decrease) cash, cash equivalents and available-for-sale securities and each of working capital, total assets and total stockholders’ equity by approximately $10.2 million. The pro forma as adjusted information discussed above is illustrative only and will be adjusted based on the actual public offering price and other terms of this offering determined at pricing.

 

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DILUTION

 

Our pro forma net tangible book value as of September 30, 2010 was $46.1 million, or $2.67 per share of common stock. Pro forma net tangible book value per share represents the amount of our total tangible assets less total liabilities, divided by the pro forma number of shares of common stock outstanding, assuming the issuance of 14,795,412 shares of common stock upon the conversion of all of our outstanding shares of Series A preferred stock, Series B preferred stock, Series C preferred stock, Series D preferred stock and Series E preferred stock, and to give effect to the conversion of warrants to purchase convertible preferred stock into warrants to purchase common stock. Net tangible book value dilution per share represents the difference between the amount per share paid by purchasers of shares of common stock in this offering and the pro forma net tangible book value per share of common stock immediately after completion of this offering on a pro forma as adjusted basis. After giving effect to the sale of the shares of common stock by us at an assumed initial public offering price of $11.00 per share, which is the mid-point of the price range set forth on the cover of this prospectus, and the application of our estimated net proceeds from the offering, and after deducting the estimated underwriting discounts and commissions and estimated offering expenses payable by us, our net tangible book value as of September 30, 2010 would have been $113.7 million, or $4.73 per share of common stock. This represents an immediate increase in net tangible book value of $2.06 per share of common stock to existing common stockholders and an immediate dilution in net tangible book value of $6.27 per share to new investors purchasing shares of common stock in this offering.

 

The following table illustrates this per share dilution:

 

Assumed initial public offering price per share

      $ 11.00   

Pro forma net tangible book value per share before this offering

   $ 2.67      

Increase in pro forma net tangible book value per share attributable to new investors

     2.06      
           

Pro forma net tangible book value per share after this offering

        4.73   
           

Dilution in pro forma net tangible book value per share to new investors

      $ 6.27   
           

 

If the underwriters exercise their own over-allotment option in full, the pro forma net tangible book value per share of our common stock after giving effect to this offering would be approximately $4.95 per share, and the dilution in pro forma net tangible book value per share to investors in this offering would be approximately $6.05 per share of common stock.

 

The following table summarizes as of September 30, 2010, on the pro forma basis described above, the number of shares of common stock purchased from us, the total consideration paid and the average price per share paid by existing and new investors purchasing shares of common stock in this offering, before deducting the estimated underwriting discounts and commissions and estimated offering expenses.

 

     Shares Purchased     Total Consideration     Average Price
Per Share
 
     Number      Percent     Amount      Percent    

Existing stockholders

     17,248,849         72   $ 83,545,406         53   $ 2.08   

New investors

     6,800,000         28        74,800,000         47        11.00   
                                    

Total

     24,048,849         100.0   $ 158,345,406         100.0  
                                    

 

The table above assumes no exercise of the option to purchase additional shares granted to the underwriters.

 

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If the underwriters’ option to purchase additional shares is exercised in full, the number of shares held by existing stockholders will be reduced to 69% of the total number of shares of common stock to be outstanding upon completion of this offering, and the number of shares of common stock held by investors participating in this offering will be further increased to 7,820,000, or 31% of the total number of shares of common stock to be outstanding.

 

The table above excludes:

 

   

6,557,040 shares of common stock issuable upon the exercise of options outstanding as of September 30, 2010, at a weighted average exercise price of $3.68 per share;

 

   

38,571 shares of our common stock issuable upon the exercise of warrants outstanding as of September 30, 2010, at an exercise price of $1.54 per share;

 

   

17,187 shares issuable upon the exercise of warrants to purchase convertible preferred stock, at a weighted average exercise price of $7.96 per share, which warrants will convert into warrants to purchase 17,187 shares of common stock upon the completion of this offering;

 

   

amounts paid by us in connection with the repurchase, forfeiture or cancellation of shares of common stock; and

 

   

2,000,000 shares of common stock reserved for future issuance under our 2010 Stock Incentive Plan, as well as shares originally reserved for issuance under our 2000 Stock Plan but which may become available for awards under our 2010 Stock Incentive Plan as described below, which plan will become effective in connection with this offering and contains provisions that will automatically increase its share reserve each year, as more fully described in “Executive Compensation—Employee Benefit Plans.”

 

To the extent that any outstanding options or warrants are exercised, there will be further dilution to new investors.

 

As of September 30, 2010, 159,614 shares remained available for future issuance under our 2000 Stock Plan. Upon the completion of this offering, no shares of our common stock will remain available for future issuance under our 2000 Stock Plan. Shares originally reserved for issuance under our 2000 Stock Plan but which are not issued or subject to outstanding grants on the effective date of our 2010 Stock Incentive Plan, and shares subject to outstanding options or forfeiture restrictions under our 2000 Stock Plan on the effective date of our 2010 Stock Incentive Plan that are subsequently forfeited or terminated for any reason before being exercised, up to a number of additional shares not to exceed 428,571, will again become available for awards under our 2010 Stock Incentive Plan upon the completion of this offering.

 

A $1.00 increase (decrease) in the assumed initial public offering price of $11.00 per share, the mid-point of the range set forth on the cover of this prospectus, would increase (decrease) the net proceeds to us from this offering by approximately $6.3 million, assuming the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same and after deducting the estimated underwriting discounts and commissions and estimated offering expenses payable by us. Similarly, each increase (decrease) of one million shares in the number of shares of common stock offered by us would increase (decrease) cash, cash equivalents and available-for-sale securities and each of working capital, total assets and total stockholders’ equity by approximately $10.2 million. The pro forma as adjusted information discussed above is illustrative only and will be adjusted based on the actual public offering price and other terms of this offering determined at pricing.

 

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UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATION

 

On June 30, 2010, we acquired all of the outstanding shares of Winyatek Technology Inc., or Winyatek, a Taiwanese company, in exchange for $7.9 million of consideration comprised of $3.3 million in cash and 313,713 shares of Series E preferred stock valued at $4.5 million. Winyatek is primarily engaged in the research, design, development, manufacture and sale of Nand Flash Controller System-On-Chip, secure digital/multi-media card controller and card reader products.

 

The accompanying unaudited pro forma combined financial statements reflect the acquisition of Winyatek using the acquisition method of accounting in accordance with U.S. Generally Accepted Accounting Principles, or GAAP. Pro forma data is based on currently available information and certain estimates and assumptions as explained in the notes to the unaudited pro forma combined financial statements. Pro forma data is not necessarily indicative of the financial results that would have been attained had the acquisitions occurred on January 1, 2009. As actual adjustments may differ from the pro forma adjustments, the pro forma amounts presented should not be viewed as indicative of operations in future periods. The unaudited pro forma combined financial information does not reflect any cost savings, operating synergies or revenue enhancements that the combined company may achieve as a result of the acquisition.

 

The unaudited pro forma combined statements of operations for the year ended December 31, 2009 and the nine months ended September 30, 2010 illustrate the effect of the acquisition of Winyatek as if the acquisition had occurred on January 1, 2009. The unaudited pro forma combined statement of operations for the year ended December 31, 2009 combines the audited statement of operations of Winyatek for the year ended December 31, 2009 and our audited statement of operations for the year ended December 31, 2009. The unaudited pro forma combined statement of operations for the nine months ended September 30, 2010 combines the unaudited statement of operations of Winyatek for the period from January 1, 2010 to June 30, 2010, the date of acquisition, and our unaudited statement of operations for the nine months ended September 30, 2010. As the functional currency of Winyatek is the New Taiwan Dollar, the statement of operations information of Winyatek for the year ended December 31, 2009 and six months ended June 30, 2010 have been translated from New Taiwan dollars into US Dollars using the average exchange rates for the periods of $0.030 and $0.031, respectively. The unaudited pro forma combined financial information has been adjusted to give effect to pro forma events that are (1) directly attributable to the acquisition, (2) factually supportable, and (3) expected to have a continuing impact on our combined results. The detailed assumptions used to prepare the pro forma financial information are contained in the notes to the unaudited pro forma combined financial statements, and such assumptions should be reviewed in their entirety.

 

The pro forma combined financial statements and accompanying notes thereto should be read together with our financial statements for the year ended December 31, 2009 and nine months ended September 30, 2010, and Winyatek’s financial statements for the year ended December 31, 2009, included elsewhere in this prospectus.

 

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Inphi Corporation and Subsidiaries

 

Unaudited Pro Forma Combined Statement of Operations

For the Nine Months Ended September 30, 2010

 

Thousands of dollars except per share amounts

   Inphi Corporation
Nine Months Ended
September 30,

2010
Historical
    Winyatek
Technology Inc.
Six Months Ended
June 30,

2010
Historical
    Pro Forma
Adjustment
(Note 2)
    Inphi
Corporation
Pro Forma Nine
Months Ended
September 30,

2010
 

Revenue

   $ 41,659      $ 1,123             $ 42,782   

Revenue from related party

     20,388                      20,388   
                                

Total revenue

     62,047        1,123               63,170   

Cost of revenue

     22,086        797        100  (b)      22,983   
                                

Gross profit

     39,961        326        (100     40,187   
                                

Operating expense:

        

Research and development

     16,911        453               17,364   

Sales and marketing

     6,471        168        73  (c)      6,712   

General and administrative

     6,803        179        (219 )(d)      6,763   

Amortization of intangible asset

            123        (123 )(a)        
                                

Total operating expense

     30,185        923        (269     30,839   
                                

Income (loss) from operations

     9,776        (597     169        9,348   

Other income (expense)

     63        (4            59   
                                

Income (loss) before income taxes

     9,839        (601     169        9,407   

Provision (benefit) for income taxes

     (13,317                   (13,317
                                

Net income (loss)

   $ 23,156      $ (601   $ 169      $ 22,724   
                                

Net income allocable to common stockholders

   $ 2,518            (f)    $ 2,459   
                    

Net income per share:

        

Basic

   $ 1.15          $ 1.13   
                    

Diluted

   $ 0.46          $ 0.44   
                    

Weighted-average shares used in computing net income per share:

        

Basic

     2,183,267            2,183,267   

Diluted

     5,634,604            5,634,604   

 

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Inphi Corporation and Subsidiaries

 

Unaudited Pro Forma Combined Statement of Operations

For the Year Ended December 31, 2009

 

Thousands of dollars except per share amounts

   Inphi
Corporation
For the Year
Ended
December 31,
2009
Historical
     Winyatek
Technology Inc.
For the Year
Ended
December 31,
2009 Historical
    Pro Forma
Adjustment
(Note 2)
    Inphi
Corporation
Pro Forma
for the Year
Ended
December 31,
2009
 

Revenue

   $ 37,617       $ 1,575     $  —      $ 39,192    

Revenue from related party

     21,235                       21,235   
                                 

Total revenue

     58,852         1,575               60,427   

Cost of revenue

     21,269         824        200  (b)      22,293   
                                 

Gross profit

     37,583         751        (200     38,134   
                                 

Operating expense:

         

Research and development

     17,847         1,121               18,968   

Sales and marketing

     7,704         532        146  (c)      8,382   

General and administrative

     3,947         569               4,516   

Amortization of intangible asset

             287        (287 )(a)        
                                 

Total operating expense

     29,498         2,509        (141     31,866   
                                 

Income (loss) from operations

     8,085         (1,758     (59     6,268   

Other income (expense)

     73         (2            71   
                                 

Income (loss) before income taxes

     8,158         (1,760     (59     6,339   

Provision (benefit) for income taxes

     829                (328 )(e)      501   
                                 

Net income (loss)

   $ 7,329         (1,760   $ 269      $ 5,838   
                                 

Net income allocable to common stockholders

   $ 130              (f)        
                     

Net income per share:

         

Basic

   $ 0.08               
                     

Diluted

   $ 0.05               
                     

Weighted-average shares used in computing net income per share:

         

Basic

     1,668,876             1,668,876   

Diluted

     2,785,277             2,785,277   

 

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Inphi Corporation

 

Notes to the Unaudited Pro Forma Combined Financial Statements

(Amounts in thousands except share and per share amounts)

 

1. General

 

On June 30, 2010, the Company acquired all of the outstanding shares of Winyatek Technology, Inc. (“WTI”) in exchange for consideration of $7.9 million comprised of $3.3 million in cash and 313,713 shares of Series E Preferred stock valued at $4.5 million. WTI is primarily engaged in the research, design, development, manufacture and sale of Nand Flash Controller System-On-Chip, secure digital/multi-media card controller, and card reader products.

 

The Company issued 313,713 shares of Series E preferred stock that has a total fair value of $4.5 million based on a valuation performed as of June 30, 2010, the acquisition date.

 

The following table summarizes the purchase price allocation on June 30, 2010:

 

Net assets acquired:

  

Cash

   $ 808   

Receivables

     174   

Inventories

     493   

Other current assets

     100   

Property and equipment

     68   

Customer relationships

     730   

Developed technology

     800   

In-process research and development

     110   

Other noncurrent assets

     34   

Accounts payable and accrued expenses

     (539

Deferred tax liabilities, net

     (177
        

Total identifiable net assets

     2,601   

Goodwill

     5,281   
        
   $ 7,882   
        

 

The acquisition of WTI includes a contingent consideration arrangement that requires additional consideration to be paid by the Company based on achievement of certain revenue and gross margin metrics of WTI over the three fiscal quarters starting July 1, 2010. The amount of contingent consideration, if any, is payable on or before May 15, 2011. The amount of consideration the Company could pay under the agreement ranges from $0 to $2 million. The fair value of the contingent consideration on the acquisition date was determined to be insignificant as the probability of WTI achieving the revenue and gross margin requirement is remote.

 

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Inphi Corporation

 

Notes to the Unaudited Pro Forma Combined Financial Statements—(Continued)

(Amounts in thousands except share and per share amounts)

 

 

Identifiable intangible assets consist of developed technology of $800 and customer relationships of $730. The Company used a relief-from-royalty method to value developed technology, based on market-derived royalties for similar fundamental technologies. The relief-from-royalty method estimates the cost savings that accrue to the owner of an intangible asset that would otherwise be payable as royalties or license fees on revenues earned through the use of the asset. The royalty rate used is based on an analysis of licensing agreements related to similar technologies. Revenue is projected over the expected remaining useful life of the developed technology. The market-derived royalty rate is then applied to estimate the royalty savings. Customer relationships represent future projected revenue that will be derived from sales of products to existing customers. Developed technology and customer relationships will be amortized on a straight-line method, which approximates the pattern of economic consumption over their estimated useful lives as follows:

 

Developed technology              4 years

 

Customer relationships             5 years

 

The Company capitalized $110 of in-process research and development (“IPR&D”) costs related to the WTI acquisition. Upon completion of the projects, the related IPR&D assets will be amortized over their estimated useful lives. If any of the projects are abandoned, the Company will be required to impair the related IPR&D asset. The fair value of IPR&D was determined using the relief-from-royalty method similar to the process as discussed above.

 

The Company incurred acquisition costs of $219 which were included in general and administrative expense in the Company’s statement of operations for the nine months ended September 30, 2010.

 

On July 14, 2010, the Company granted 147,198 stock options to WTI employees with an exercise price of $12.02. The stock-based compensation expense related to these stock options was not included as a pro forma adjustment.

 

2. Pro Forma Adjustments to the Unaudited Pro Forma Combined Statement of Operations

 

Pro forma adjustments to the Unaudited Pro Forma Combined Statement of Operations for the nine months ended September 30, 2010 and the year ended December 31, 2009 assume the acquisition was consummated on January 1, 2009.

 

The unaudited pro forma combined statements of operations have been adjusted as follows:

 

  (a)   Elimination of WTI’s historical intangible asset amortization expense.

 

   

January 1, 2010 to June 30, 2010, $123

 

   

January 1, 2009 to December 31, 2009, $287

 

  (b)   Amortization expense related to the fair value of developed technology acquired.

 

   

January 1, 2010 to June 30, 2010, $100

 

   

January 1, 2009 to December 31, 2009, $200

 

  (c)   Amortization expense related to the fair value of customer relationships acquired.

 

   

January 1, 2010 to June 30, 2010, $73

 

   

January 1, 2009 to December 31, 2009, $146

 

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Inphi Corporation

 

Notes to the Unaudited Pro Forma Combined Financial Statements—(Continued)

(Amounts in thousands except share and per share amounts)

 

 

  (d)   Elimination of acquisition costs of $219 included in the Company’s statement of operations for the nine months ended September 30, 2010 as they will not have a continuing impact on the combined results.

 

  (e)   Adjustment to the tax provision as a result of full valuation allowance recognized against deferred tax assets and deferred tax liabilities related to the intangible assets recorded in purchase accounting.

 

  (f)   Reduction in net income allocable to common stockholders as a result of increased allocation of net income to Series E preferred shares.

 

   

January 1, 2009 to December 31, 2009, $240

 

The unaudited pro forma combined statements of operations for the nine months ended September 30, 2010 and the year ended December 31, 2009 do not include the effect on interest income related to the $3.3 million in cash consideration as the amount is not deemed material.

 

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SELECTED CONSOLIDATED FINANCIAL DATA

 

The following selected consolidated financial data should be read together with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our consolidated financial statements and related notes included elsewhere in this prospectus. The selected balance sheet data as of December 31, 2008 and 2009, and the selected statements of operations data for each of the years ended December 31, 2007, 2008 and 2009, have been derived from our audited financial statements included elsewhere in this prospectus. The selected balance sheet data as of December 31, 2005, 2006 and 2007 and the selected statements of operations data for the years ended December 31, 2005 and 2006 have been derived from our audited financial statements not included in this prospectus. The selected consolidated balance sheet data as of September 30, 2010 and the selected consolidated statements of operations data for the nine months ended September 30, 2009 and 2010 have been derived from our unaudited consolidated financial statements included elsewhere in this prospectus. Historical results are not necessarily indicative of the results to be expected in the future, and results of interim periods are not necessarily indicative of results for the entire year.

 

    Year Ended December 31,     Nine Months Ended
September 30,
 
    2005     2006     2007     2008     2009     2009     2010  
    (in thousands, except share and per share data)  

Statement of Operations Data:

             

Revenue

  $ 6,618      $ 19,741      $ 31,681      $ 32,727      $ 37,617      $ 26,217      $ 41,659   

Revenue from related party(1)

    18        1,557        4,556        10,227        21,235        15,475        20,388   
                                                       

Total revenue

    6,636        21,298        36,237        42,954        58,852        41,692        62,047   

Cost of revenue(2)

    2,714        11,244        16,028        19,249        21,269        14,728        22,086   
                                                       

Gross profit

    3,922        10,054        20,209        23,705        37,583        26,964        39,961   
                                                       

Operating expense:

             

Research and development(2)

    10,296        11,645        17,332        17,501        17,847        13,748        16,911   

Sales and marketing(2)

    2,037        3,190        5,157        6,339        7,704        5,436        6,471   

General and administrative(2)

    1,270        2,446        2,966        3,169        3,947        2,651        6,803   
                                                       

Total operating expense

    13,603        17,281        25,455        27,009        29,498        21,835        30,185   
                                                       

Income (loss) from operations

    (9,681     (7,227     (5,246     (3,304     8,085        5,129        9,776   

Other income (expense)

    198        405        (95     (124     73        2        63   
                                                       

Income (loss) before income taxes

    (9,483     (6,822     (5,341     (3,428     8,158        5,131        9,839   

Provision (benefit) for income taxes(3)

                                829        523        (13,317
                                                       

Net income (loss)

  $ (9,483   $ (6,822   $ (5,341   $ (3,428   $ 7,329      $ 4,608      $ 23,156   
                                                       

Net income (loss) allocable to common stockholders

  $ (9,483   $ (6,822   $ (5,341   $ (3,428   $ 130      $      $ 2,518   
                                                       

Net income (loss) per share:

             

Basic

  $ (28.28   $ (16.35   $ (6.57   $ (2.66   $ 0.08      $      $ 1.15   
                                                       

Diluted

  $ (28.28   $ (16.35   $ (6.57   $ (2.66   $ 0.05      $      $ 0.46   
                                                       

Weighted-average shares used in computing net income (loss) per share:

             

Basic

    335,327        417,232        813,290        1,289,431        1,668,876        1,623,980        2,183,267   

Diluted

    335,327        417,232        813,290        1,289,431        2,785,277        3,016,650        5,634,604   

Pro forma net income per share (unaudited):

             

Basic(4)

          $ 0.45        $ 1.37   
                         

Diluted(4)

          $ 0.42        $ 1.14   
                         

Weighted-average shares used in computing pro forma net income per share:

             

Basic(4)

            16,150,575          16,771,836   

Diluted(4)

            17,266,976          20,223,173   

 

(1)   Revenue from related party consists of revenue from Samsung, which, together with associated entities, holds over 13% of our outstanding shares of common stock.

 

Footnotes continued on the following page.

 

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     As of December 31,     As of
September 30,

2010
 
     2005     2006     2007     2008     2009    
     (in thousands)  

Balance Sheet Data:

            

Cash and cash equivalents

   $ 12,586      $ 5,587      $ 3,268      $ 9,052      $ 19,061      $ 25,582   

Working capital

     13,259        7,504        3,010        10,721        20,055        27,084   

Total assets

     19,287        15,785        16,190        20,373        34,472        73,762   

Total liabilities

     3,573        6,180        10,522        6,558        11,588        20,681   

Convertible preferred stock

     67,566        67,680        67,680        77,616        77,616        82,154   

Total stockholders’ equity (deficit)

   $ (51,852   $ (58,076   $ (62,012   $ (63,801   $ (54,732   $ (29,073

 

 

 

 

Footnotes continued from the prior page.

 

(2)   Stock-based compensation expense is included in our results of operations as follows:

 

     As of December 31,      Nine Months Ended
September 30,
 
     2005      2006      2007      2008      2009          2009              2010      
     (in thousands)  

Operating expenses:

                    

Cost of revenue

   $       $ 9       $ 19       $ 119       $ 31       $ 17       $ 59   

Research and development

     3         76         168         358         475         312         911   

Sales and marketing

     29         133         66         101         238         156         324   

General and administrative

     6         280         574         417         421         314         489   

 

(3)   The provision (benefit) for income taxes for the year ended December 31, 2009 and the nine months ended September 30, 2010 included the releases and reversals of valuation allowances against deferred tax assets provided in prior periods. Please see note 7 to the notes to our consolidated financial statements.

 

(4)   Please see note 8 to the notes to our consolidated financial statements for an explanation of the method used to calculate net income allocable to preferred stockholders and net (loss) income allocable to common stockholders, including the method used to calculate the number of shares used in the computation of the per share amounts.

 

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the consolidated financial statements and related notes thereto included in this prospectus. In addition to historical information, this discussion and analysis contains forward-looking statements that involve risks, uncertainties and assumptions. Our actual results could differ materially from those discussed in the forward-looking statements. We discuss factors that we believe could cause or contribute to these differences below and elsewhere in this prospectus, particularly in the “Risk Factors” section.

 

Overview

 

We are a fabless provider of high-speed analog semiconductor solutions for the communications and computing markets. Our analog semiconductor solutions provide high signal integrity at leading-edge data speeds while reducing system power consumption. Our semiconductor solutions are designed to address bandwidth bottlenecks in networks, maximize throughput and minimize latency in computing environments and enable the rollout of next generation communications and computing infrastructures. Our solutions provide a vital high-speed interface between analog signals and digital information in high-performance systems such as telecommunications transport systems, enterprise networking equipment, datacenter and enterprise servers, storage platforms, test and measurement equipment and military systems. We provide 40G and 100G high-speed analog semiconductor solutions for the communications market and high-speed memory interface solutions for the computing market. We have a broad product portfolio with 17 product lines and over 170 products as of December 31, 2009. We have ongoing, informal collaborative discussions with industry and technology leaders such as AMD, Alcatel-Lucent, Huawei and Intel to design architectures and products that solve bandwidth bottlenecks in existing and next generation communications and computing systems. Although we do not have any formal agreements with these entities, we engage in informal discussions with these entities with respect to anticipated technological challenges, next generation customer requirements and industry conventions and standards. We help define industry conventions and standards within the markets we target by collaborating with technology leaders, OEMs, systems manufacturers and standards bodies.

 

The history of our product development and sales and marketing efforts is as follows:

 

   

From 2000 to 2002, we were primarily engaged in the development of our core high-speed analog products and proprietary system architecture models to address bottlenecks in emerging network architectures. Specifically, during this period, we developed and shipped our 50 GHz MUX and DEMUX products. During this period, we also began development work on our initial 40G products.

 

   

In 2003, we introduced and shipped 13G, 25G and 50G logic products, 20G MUX and 40G transimpedance amplifiers and modulator drivers for the communications, test and measurement and military markets. During this period, we also began the development of our first generation high-speed PLLs and register solution used primarily in conjunction with double data rate 2, or DDR2, modules for the computing market.

 

   

In 2005, we introduced and shipped our high-speed PLLs and register solution used primarily in conjunction with DDR2 modules for the computing market.

 

   

In 2006, we began development of our second generation single chip high-speed PLLs and register solution to be used primarily in conjunction with double data rate 3, or DDR3, modules for the computing market and were the first to introduce this product to the market. In addition, we introduced and shipped track-and-hold amplifiers for the communications market.

 

   

In 2007, we began volume shipments of our high-speed PLLs and register solution used primarily in conjunction with DDR2 modules, and continued development of our single chip high-speed PLLs and register solution, used primarily in conjunction with DDR3 modules.

 

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In 2008, we began volume shipments of our 40G drivers for the communications market and commenced shipments of our high-speed PLLs and register solution used primarily in conjunction with DDR3 modules for the computing market.

 

   

In 2009, due to the launch of Intel’s Nehalem-based platform servers, we began volume shipments of our single chip high-speed PLLs and register solution to be used primarily in conjunction with DDR3 modules. We also shipped engineering samples of the first generation of our isolation memory buffer, or iMB, for the computing market. We also began development of our second generation iMB product, the architecture for which has been adopted by the Joint Electronic Device Engineering Council, or JEDEC, and development of our low power CMOS SERDES product for next generation 100G Ethernet in enterprise networks.

 

Our products are designed into systems sold by OEMs, including Agilent, Alcatel-Lucent, Cisco, Danaher, Dell, EMC, HP, Huawei, IBM and Oracle. We believe we are one of a limited number of suppliers to these OEMs, and in some cases we may be the sole supplier for certain applications. We sell both directly to these OEMs and to module manufacturers, original design manufacturers, or ODMs, and subsystems providers that, in turn, sell to these OEMs. During the year ended December 31, 2009, we sold our products to more than 160 customers. A significant portion of our revenue has been generated by a limited number of customers. Sales directly to Samsung accounted for 36% and 33% of our total revenue and sales directly and through distributors to Micron accounted for 17% and 12% of our total revenue for the year ended December 31, 2009 and the nine months ended September 30, 2010, respectively. Substantially all of our sales to date, including our sales to Samsung and Micron, are made on a purchase order basis. Since the beginning of 2006, we have shipped more than 90 million high-speed analog semiconductors. Our total revenue increased to $58.9 million for the year ended December 31, 2009 from $43.0 million for the year ended December 31, 2008. For the nine months ended September 30, 2010, our total revenue increased to $62.0 million from $41.7 million for the nine months ended September 30, 2009. As of September 30, 2010, our accumulated deficit was $37.6 million.

 

Sales to customers in Asia accounted for 54%, 64% and 77% of our total revenue in 2007, 2008 and 2009, respectively. Because many of our customers or their OEM manufacturers are located in Asia, we anticipate that a majority of our future revenue will continue to come from sales to that region. Although a large percentage of our sales are made to customers in Asia, we believe that a significant number of the systems designed by these customers are then sold to end users outside Asia.

 

In April 2010, we received approval from the government of Singapore to set up an international headquarters from which to conduct our international operations. Because of its geographic alignment with suppliers and customers, we established our operations in Singapore to become a new international headquarters office for receiving and fulfilling orders for product shipped to locations outside the United States. Singapore has a strong university system and an established group of technology-based companies from which to recruit new engineers. We intend to build a team of engineering capability in Singapore both for development as well as testing associated with manufacturing. International operations in Singapore commenced on May 1, 2010 and we expect to transition our international operations from the United States to our Singapore subsidiary throughout 2010 and 2011. Prior to this time, we did not conduct any business operations from our Singapore subsidiary as this subsidiary was established for the purpose of serving as an international headquarters office from which to conduct our international operations.

 

Demand for new features changes rapidly. It is difficult for us to forecast the demand for our products, in part because of the complex supply chain between us and the end-user markets that incorporate our products. Due to our lengthy product development cycle, it is critical for us to anticipate changes in demand for our various product features and the applications they serve to allow sufficient time for product development and design. Our failure to accurately forecast demand can lead to product shortages that can impede production by our customers and harm our customer relationships. Conversely, our failure to forecast declining demand or shifts in product mix can result in excess or obsolete inventory.

 

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Although revenue generated by each design win and the timing of the recognition of that revenue can vary significantly, we consider ongoing design wins to be a key factor in our future success. We consider a design win to occur when an OEM or contract manufacturer notifies us that it has selected our products to be incorporated into a product or system under development. The design win process is typically lengthy, and as a result, our sales cycles will vary based on the market served, whether the design win is with an existing or new customer and whether our product is under consideration for inclusion in a first or subsequent generation product. In addition, our customers’ products that incorporate our semiconductors can be complex and can require a substantial amount of time to define, design and produce in volume. As a result, we can incur significant design and development expenditures in circumstances where we do not ultimately recognize, or experience delays in recognizing revenue. Our customers generally order our products on a purchase order basis. We do not have any long-term purchase commitments (in excess of one year) from any of our customers. Once our product is incorporated into a customer’s design, however, we believe that our product is likely to continue to be purchased for that design throughout that product’s life cycle because of the time and expense associated with redesigning the product or substituting an alternative semiconductor. Our design cycle from initial engagement to volume shipment is typically two to three years. Product life cycles in the markets we serve typically range from two to 10 years or more and vary by application.

 

On June 30, 2010, we acquired all of the outstanding shares of Winyatek Technology Inc., in exchange for $3.3 million in cash, 313,713 shares of our Series E preferred stock and earn-out consideration up to $2,000,000 to be determined based on certain operating metrics.

 

Critical Accounting Policies and Significant Management Estimates

 

Our consolidated financial statements are prepared in accordance with U.S. Generally Accepted Accounting Principles, or GAAP. In connection with the preparation of our consolidated financial statements, we are required to make assumptions and estimates about future events, and apply judgments that affect the reported amounts of assets, liabilities, revenue, expenses and the related disclosures. We base our assumptions, estimates and judgments on historical experience, current trends and other factors that management believes to be relevant at the time our consolidated financial statements are prepared. On a regular basis, we review the accounting policies, assumptions, estimates and judgments to ensure that our consolidated financial statements are presented fairly and in accordance with GAAP. However, because future events and their effects cannot be determined with certainty, actual results could differ from our assumptions and estimates, and such differences could be material.

 

Our significant accounting policies are discussed in note 1 of the notes to our consolidated financial statements. We believe that the following accounting estimates are the most critical to aid in fully understanding and evaluating our reported financial results, and they require our most difficult, subjective or complex judgments, resulting from the need to make estimates about the effect of matters that are inherently uncertain. We have reviewed these critical accounting estimates and related disclosures with our audit committee.

 

Revenue Recognition

 

Our products are fully functional at the time of shipment and do not require production, modification or customization. We recognize revenue from product sales when persuasive evidence of an arrangement exists, delivery has occurred, the fee is fixed or determinable and collection is reasonably assured. Our fee is considered fixed or determinable at the execution of an agreement, based on specific products and quantities to be delivered at specified prices, which is evidenced by a customer purchase order or other persuasive evidence of an arrangement. Our agreements with non-distributor customers do not include rights of return or acceptance provisions. Product revenue is recognized upon shipment of product to end customers.

 

Approximately 22% of our sales were made through distributors in 2009. Sales to distributors are included in deferred revenue and we include the related costs in inventory until sales and delivery to the end customers

 

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occurs. Two distributor arrangements, which together accounted for 12% of our total revenue in 2009, allow for limited price protection and rights of stock rotation on product unsold by the distributors. The price protection rights allow distributors the right to a credit in the event of declines in the price of our product that they hold prior to the sale to a specific end customer. In the event that we reduce the selling price of products held by distributors, deferred revenue related to distributors with price protection rights is reduced upon notification to the customer of the price change. Stock rotation in the two distributor arrangements is limited to returns for exchange only for a small percentage of product (5%-10%) purchased over a limited period of time (during the immediately prior three to nine months). Other than these two arrangements, no other customer arrangements include any rights of return or acceptance provisions. There were no material product returns or price protection credits in 2007, 2008 and 2009. Revenue recognition on product sales through distributors is highly dependent on receiving pertinent and accurate data from our distributors in a timely fashion. Distributors provide us periodic data prior to the release of our consolidated financial statements regarding the product, price, quantity and end customer when products are resold, as well as the quantities of our products they still have in stock.

 

We have not experienced any significant sales returns from end customers due to our stringent quality control standards. We monitor collectability of accounts receivable primarily through review of the accounts receivable aging. Our policy is to record an allowance for doubtful accounts based on specific collection issues we have identified, aging of underlying receivables and historical experience of uncollectible balances. As of December 31, 2009 and September 30, 2010, our allowance for doubtful accounts was $68,000.

 

We have not made any material changes in the accounting methodology we use to record the allowance for doubtful accounts during the past three years. If actual results are not consistent with the assumptions and estimates used, for example, if the financial condition of the customer deteriorated, we may be required to record additional expense that could materially negatively impact our operating results. To date, however, substantially all of our receivables have been collected within the credit term of 30 to 45 days.

 

Inventory Valuation

 

We value our inventory, which includes materials, labor and overhead, at the lower of cost or market. Cost is computed using standard cost, which approximates actual cost, on a first-in, first-out basis. We periodically write-down our inventory to the lower of cost or market based on our estimates that consider historical usage and future demand. These factors are impacted by market and economic conditions, technology changes, new product introductions and changes in strategic direction. The calculation of our inventory valuation requires management to make assumptions and to apply judgment regarding forecasted customer demand and technological obsolescence that may turn out to be inaccurate. Inventory valuation reserves were $905,000, $938,000, $916,000 and $1,389,000 as of December 31, 2007, 2008 and 2009 and as of September 30, 2010, respectively. Inventory valuation reserves, once established, are not reversed until the related inventory has been sold or scrapped.

 

We have not made any material changes in the accounting methodology we use to record inventory reserves during the past three years. We do not believe there is a reasonable likelihood that there will be a material change in the future estimates or assumptions that we use to calculate our inventory reserve. However, if estimates regarding customer demand are inaccurate or changes in technology affect demand for certain products in an unforeseen manner, we may be exposed to losses or gains that could be material.

 

Product Warranty

 

Our products are under warranty against defects in material and workmanship generally for a period of one year. We accrue for estimated warranty cost at the time of sale based on anticipated warranty claims and actual historical warranty claims experience including knowledge of specific product failures that are outside of our typical experience. The warranty obligation is determined based on product failure rates, cost of replacement and failure analysis cost. We monitor product returns for warranty-related matters and monitor an accrual for the

 

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related warranty expense based on historical experience. Our warranty obligation requires management to make assumptions regarding failure rates and failure analysis costs. If actual warranty costs differ significantly from these estimates, adjustments may be required in the future, which would adversely affect our gross margins and operating results. The warranty liability as of December 31, 2008 was not material. In 2009, we provided a warranty liability of $450,000. As of September 30, 2010, the warranty liability was $540,000.

 

In September 2010, we were informed of a claim related to repair and replacement costs in connection with shipments of over 4,000 integrated circuits made by us during the summer and fall of 2009. Of these shipments, approximately 4% were later confirmed or suspected to have random manufacturing process anomalies in the wafer die in the product. These anomalies made the circuitry of a small number of random die per foundry wafer susceptible to failure under certain customer specific system operating conditions. At the time of shipment, we established an initial warranty reserve and added to that accrual as the problem was identified and reliable information became available. The foundry who produced the wafers has informed us that the random anomalies are normal in a Gallium Arsenide, or GaAs, manufacturing process.

 

In March 2010, we developed additional tests to screen out the wafer die that might be susceptible to this type of failure and resumed shipments to the customer with no subsequent additional reported incidents. Based on our standard warranty provisions, we have provided replacement parts to the customer for the known and suspected failures that had occurred.

 

In addition and without informing us, in the fall of 2009 the customer instituted its own larger scale replacement program that covered the replacement of entire subassemblies in which our product was only one component. In September 2010, the customer made an initial claim for approximately $18 million against us for the costs incurred relative to that program. We believe the amount of the claim is without merit as our warranty liability is contractually limited to the repair or replacement of our affected products, which to the extent the customer has requested replacement, has already been completed. A formal claim has yet to be made and discussions with the customer are ongoing. At this time, we believe our current warranty reserves are adequate to address the matter and that our obligations under our standard warranty provisions have been fulfilled. However, claims of this nature are subject to various risks and uncertainties and there can be no assurance that this matter will be resolved without further significant costs to us, including the potential for arbitration or litigation. If and when the amount of any additional loss, if any, becomes both probable and determinable, we may be required to record an incremental reserve. The customer continues to place orders with us for the same parts and we currently expect to continue to do business with this customer for both current and future products.

 

Goodwill and Purchased Intangible Assets.

 

Goodwill is recorded as the difference, if any, between the aggregate consideration paid for an acquisition and the fair value of the acquired net tangible and intangible assets. The amounts and useful lives assigned to intangible assets acquired, other than goodwill, impact the amount and timing of future amortization. The value of our intangible assets, including goodwill, could be impacted by future adverse changes such as: (a) any future declines in our operating results, (b) a decline in the valuation of technology company stocks, including the valuation of our common stock, (c) a further significant slowdown in the worldwide economy or the semiconductor industry, (d) any failure to meet the performance projections included in our forecasts of future operating results or (e) the abandonment of any of our acquired in-process research and development projects. We evaluate goodwill and purchased intangible assets deemed to have indefinite lives, on an annual basis in the fourth quarter or more frequently if we believe indicators of impairment exist. Significant management judgment is required in performing periodic impairment tests. The testing for a potential impairment of goodwill involves a two-step process. The first step involves comparing the estimated fair values of our reporting units with their respective book values, including goodwill. If the estimated fair value exceeds book value, goodwill is considered not to be impaired and no additional steps are necessary. If, however, the fair value of the reporting unit is less than book value, then the carrying amount of the goodwill is compared with its implied fair value. The estimate of implied fair value of goodwill may require valuations of certain internally generated and

 

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unrecognized intangible assets such as our technology, customer relationships, patents and trademarks. If the carrying amount of goodwill exceeds the implied fair value of that goodwill, an impairment loss is recognized in an amount equal to the excess. If our actual results, or the plans and estimates used in future impairment analyses, are lower than the original estimates used to assess the recoverability of these assets, we could incur additional impairment charges. On June 30, 2010, we acquired all of the outstanding shares of Winyatek Technology Inc. for which we recorded goodwill and identifiable intangible assets of $5,281 and $1,640, respectively. See note 2 to the notes to our consolidated financial statements.

 

Stock-Based Compensation

 

Effective January 1, 2006, we adopted authoritative guidance for stock-based compensation which requires the measurement and recognition of compensation expense for all share-based payment awards made to employees and directors based on the grant date fair values of the awards. The fair value is estimated using the Black-Scholes option pricing model. The value of the award that is ultimately expected to vest is recognized as expense over the requisite service periods in our consolidated statements of operations. We elected to treat share-based payment awards with graded vesting schedules and time-based service conditions as a single award and recognize stock-based compensation expense on a straight-line basis (net of estimated forfeitures) over the requisite service period. Stock-based compensation expenses are classified in the statement of operations based on the department to which the related employee reports.

 

We account for stock options issued to non-employees in accordance with the guidance for equity-based payments to non-employees. Stock option awards to non-employees are accounted for at fair value using the Black-Scholes option pricing model. Our management believes that the fair value of stock options is more reliably measured than the fair value of the services received. The fair value of the unvested portion of the options granted to non-employees is re-measured each period. The resulting increase in value, if any, is recognized as expense during the period the related services are rendered.

 

The Black-Scholes option pricing model requires management to make assumptions and to apply judgment in determining the fair value of our awards. The most significant assumptions and judgments include estimating the fair value of underlying stock, expected volatility and expected term. In addition, the recognition of stock-based compensation expense is impacted by estimated forfeiture rates.

 

We estimated the expected volatility from the historical volatilities of several unrelated public companies within the semiconductor industry because our common stock has no trading history. When selecting the public companies used in the volatility calculation, we selected companies in the semiconductor industry with comparable characteristics to us, including stage of development, lines of business, market capitalization, revenue and financial leverage. The weighted average expected life of options was calculated using the simplified method of prescribed guidance provided by the SEC. This decision was based on the lack of relevant historical data due to our limited experience and the lack of active market for our common stock. The risk-free interest rate is based on the U.S. Treasury yields in effect at the time of grant for periods corresponding to the expected term of the options. The expected dividend rate is zero based on the fact that we have not historically paid dividends and have no intention to pay cash dividends in the foreseeable future. The forfeiture rate is established based on the historical average period of time that options were outstanding and adjusted for expected changes in future exercise patterns.

 

     Year Ended December 31,     Nine Months Ended
September 30, 2010
 
         2007             2008             2009        

Risk-free interest rate

     4.56     4.13     2.67     3.08

Expected life (in years)

     6.25        6.25        6.25        6.46   

Dividend yield

                            

Expected volatility

     55.00     55.00     68.00     60.00

 

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We do not believe there is a reasonable likelihood that there will be material changes in the estimates and assumptions we use to determine stock-based compensation expense. In the future, if we determine that other option valuation models are more reasonable, the stock-based compensation expense that we record in the future may differ significantly from what we have recorded using the Black-Scholes option pricing model.

 

We have regularly conducted contemporaneous valuations to assist us in the determination of the fair value of our common stock for each stock option grant. Our board of directors was regularly apprised that each valuation was being conducted and considered the relevant objective and subjective factors deemed important by our board of directors in each valuation conducted. Our board of directors also determined that the assumptions and inputs used in connection with such valuations reflected our board of directors’ best estimate of our business condition, prospects and operating performance at each valuation date. The deemed fair value per common share underlying our stock option grants was determined by our board of directors with input from management at each grant date.

 

Below is a summary of our stock option grants for the year ended December 31, 2009 and through July 14, 2010 and the contemporaneous valuations for such grants:

 

Date of Grant

   Number of Shares      Exercise Price      Estimated
Fair  Value
 

February 25, 2009

     376,685       $ 1.47       $ 1.47   

April 30, 2009

     5,142         1.47         1.47   

August 27, 2009

     210,851         2.62         2.62   

October 30, 2009

     61,069         3.74         3.74   

December 11, 2009

     45,998         4.44         4.44   

February 24, 2010

     188,566         5.37         5.37   

April 30, 2010

     1,064,070         9.29         9.29   

July 14, 2010

     446,110         12.02         12.02   

 

On April 30, 2010, our board of directors approved a grant of 17,142 restricted stock awards to a member of our board of directors with a fair value of $9.29. The award vests 25% after one year of service and thereafter in 36 equal monthly installments.

 

On August 17, 2010, our board of directors granted 17,142 restricted stock awards to a new member of our board of directors with a fair value of $12.02. The award vests 25% after one year of service and thereafter in 36 equal monthly installments.

 

In the absence of a public trading market for our common stock, our board of directors reviewed and discussed a variety of objective and subjective factors when exercising its judgment in determining the deemed fair value of our common stock. These factors generally include the following:

 

   

the nature and history of our business;

 

   

general economic conditions and specific industry outlook;

 

   

our book value and financial condition;

 

   

our operating and financial performance;

 

   

contemporaneous independent valuations performed at periodic intervals;

 

   

the introduction of new products;

 

   

the market price of companies engaged in the same or similar line of business having their equity securities actively traded in a free and open market;

 

   

the likelihood of achieving a liquidity event, such as an initial public offering or sale given prevailing market conditions and the nature and history of our business;

 

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the differences between our preferred and common stock in respect of liquidation preferences, conversion rights, voting rights and other features; and

 

   

the adjustment necessary to recognize lack of marketability.

 

The valuation of our common stock was performed in accordance with the guidelines outlined in the American Institute of Certified Public Accountants Practice Aid, Valuation of Privately-Held-Company Equity Securities Issued as Compensation. In order to value the common stock, we first determined our enterprise value (associated with both preferred and common equity). We used the income approach in determining the enterprise value. The income approach estimates value based on the expectation of future net cash flows that were then discounted back to the present using a rate of return available from alternative companies of similar type and risk. We also used the market approach as a reasonableness check against the value indication derived from the income approach. The market approach measures the value of an asset or business through an analysis of recent sales or offerings of comparable investments or assets, and in our case, focused on comparing us to similar publicly traded entities. In applying this method, valuation multiples are: (a) derived from historical operating data of selected comparable entities; (b) evaluated and/or adjusted based on the strengths and weaknesses of our company relative to the comparable entities; and (c) applied to our operating data to arrive at a value indication. The market approach has been considered in each valuation performed. Due to the significance of the differences in the range of products we offer and our size compared to the selected entities, we ultimately do not principally rely on this approach in determining the fair value of our common stock. Instead, we used this method as a reasonableness check. In one instance for the December 11, 2009 valuation, we did use the market approach in determining the fair value of our common stock. Specifically, the valuation was based on the price paid for the acquisition of another private fabless semiconductor company by an unrelated third party that was announced in November 2009. The company acquired was deemed by our board of directors to be comparable to us at that time, based on history, size and revenue, overlapping markets served and certain discussions that had taken place between the two companies.

 

For each valuation, we prepared a financial forecast to be used in the computation of the value of invested capital for both the market approach and income approach. The financial forecast took into account our past experience and future expectations. The risk associated with achieving this forecast was assessed in selecting the appropriate discount rate. There is inherent uncertainty in these estimates as the assumptions used are highly subjective and subject to changes as a result of new operating data and economic and other conditions that impact our business.

 

In order to determine the value of our common stock, the resulting enterprise value was allocated among the holders of preferred stock and common stock using the Black-Scholes option pricing model. The aggregate value of the common stock derived from application of the Black-Scholes option pricing model was then divided by the number of shares of common stock outstanding to arrive at the per share value. The per share value was then adjusted for a lack of marketability discount which was determined based on the analysis performed on the restricted stock of companies whose unrestricted stock is freely traded, as well as a put option model calculation.

 

In 2010, we also began utilizing a probability-weighted expected return method, or PWERM, as a reasonableness check to validate the fair value of our common stock based on the methods discussed above. The recent growth and expansion of our business in the latter half of 2009, combined with a continuing trend of general improvement in the capital markets, had provided us better visibility into the likelihood of a liquidity event in the next two years. This valuation model includes the following steps:

 

   

We estimate the timing of each possible liquidity outcome and its future value. In our analysis, we considered potential liquidity scenarios related to an initial public offering, a sale and bankruptcy.

 

   

We determine the appropriate allocation of value to the common stockholders under each liquidity scenario based on the rights and preferences of each class of stock.

 

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The resulting value of common stock under each scenario is multiplied by a present value factor, calculated based on our cost of equity and the expected timing of the event.

 

   

The value of common stock is then multiplied by an estimated probability for each of the expected events determined by our management.

 

   

We then calculate the probability-weighted value per share of common stock and apply a lack of marketability discount.

 

The calculated fair values as of February 24, 2010 and April 30, 2010 of grants using the income approach, market approach and probability-weighted expected return method were consistent.

 

Discussion of Significant Factors Considered in Fair Value Determination

 

The following discusses the significant factors considered by our board of directors in determining the fair value of our common stock at each of the valuation dates specified below. In each of these periods, our board of directors took into account changes in our total revenue and trends in our business, including sales volumes, including sales of our high-speed memory interface devices, design wins and the introduction of new products, as well as the application of a discount rate and lack of marketability discount.

 

February 25, 2009 and April 30, 2009

 

The most significant factors considered by our board of directors in determining the fair value of our common stock at these valuation dates were as follows:

 

   

The most recent independent contemporaneous valuation report as of December 31, 2008.

 

   

The value of our invested capital based on the income approach decreased from $104 million to $84 million since the last valuation date of June 30, 2008. This was due to a wide variety of variables in the valuation model but was primarily driven by a decline in the general economy due to the financial crisis in the fourth quarter of 2008 and a resulting decline in our business outlook.

 

   

Discount rate applied was 19% based on the calculated weighted average cost of capital, a 1% increase from the previous valuation, reflecting greater uncertainty due to the general economic uncertainty as described above.

 

   

Lack of marketability discount was determined at 25%.

 

August 27, 2009

 

The most significant factors considered by our board of directors in determining the fair value of our common stock at the valuation date were as follows:

 

   

The most recent independent contemporaneous valuation report as of July 31, 2009.

 

   

The value of our invested capital based on the income approach increased from $84 million to $131 million since the last valuation date. This was due to a wide variety of variables in the valuation model but was primarily driven by an improvement in the world economy since the financial crisis of 2008, an improvement in the confidence of our longer term outlook, as well as the introduction of Intel’s Nehalem-based platform servers using more advanced storage capability, which enabled our technology to achieve greater market share.

 

   

Discount rate applied was 16% based on the calculated weights average cost of capital, a 3% decrease from the previous valuation.

 

   

Lack of marketability discount was determined at 20%, a 5% decrease from the previous valuation.

 

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October 30, 2009

 

The most significant factors considered by our board of directors in determining the fair value of our common stock at the valuation date were as follows:

 

   

The most recent independent contemporaneous valuation report as of October 1, 2009.

 

   

The value of our invested capital based on the income approach increased from $131 million to $161 million since the last valuation date. This was due to a wide variety of variables in the valuation model but was primarily driven by an improved business outlook, based on the return of a more robust enterprise server market in the second half of 2009, as well as the continued success of Intel’s Nehalem-based platform servers using more advanced storage capability, which enabled our technology to achieve broader market adoption and greater market share. The strong growth from the second quarter to the third quarter of 2009 was validated by our actual results, which resulted in further improvements in both our near term and long term business outlook.

 

   

Discount rate applied was 15% based on the calculated weighted average cost of capital, a 1% reduction from the previous valuation.

 

   

Lack of marketability discount was determined at 15%, a 5% decrease from the previous valuation.

 

December 11, 2009

 

To determine the fair value of our common stock for the stock options granted on December 11, 2009, our board of directors adjusted the valuation model as of October 1, 2009 to consider the increased value of invested capital from $161 million to $180 million in accordance with the market approach, based on the price an unrelated company agreed to pay when it announced its acquisition of a private fabless semiconductor company which was deemed by our board of directors be comparable to us at that time, based on history, size and revenue, overlapping markets served and certain discussions that had taken place between the two companies.

 

February 24, 2010

 

The most significant factors considered by our board of directors and its probability assessment applied in determining the fair value of our common stock at the valuation date were as follows:

 

   

The most recent independent contemporaneous valuation report as of January 31, 2010.

 

   

The estimated value of our invested capital based on the income approach increased from $180 million to $203 million since the last valuation based on a marked improvement in the enterprise server market as demonstrated by an unexpected increase in sales of our older generation product due to advantageous system-level economics. The sale of our second generation single chip high-speed PLLs and register solution was also generally expected to expand through the course of 2010, although firm orders for production quantities of the newer technology had not yet been placed. In addition, the improvement in both the overall economy and the semiconductor industry contributed to a stronger business outlook.

 

   

Discount rate applied was 16% based on the calculated weighted average cost of capital, a 1% increase from the previous valuation.

 

   

Lack of marketability discount was determined at 12.5%, a decrease of 2.5% from the previous valuation.

 

   

PWERM scenario probabilities—Based upon early business outlook and an uncertain economy for 2010, our management estimated a 10% probability and 35% probability that we would complete an initial public offering through January 31, 2011 and January 31, 2012, respectively. There was also an approximate 30% and 20% chance assessed that we would be sold or acquired in approximately two years and three years, respectively. A bankruptcy scenario was deemed unlikely and was assigned a probability of approximately 5%.

 

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April 30, 2010

 

The most significant factors considered by our board of directors and its probability assessment applied in determining the fair value of our common stock at the valuation date were as follows:

 

   

The most recent independent contemporaneous valuation report as of March 31, 2010.

 

   

The estimated value of our invested capital based on the income approach increased from $203 million to $302 million since the last valuation date. This was due to a wide variety of variables in the valuation model but was primarily driven by an improved business outlook based upon a more robust enterprise server market in 2010, volume production orders being placed and confirming market acceptance of our next generation low voltage registers and PLLs as well as increased visibility on our opportunities in the 100G Ethernet market in the 2012 to 2019 time frame.

 

   

Discount rate applied was 14% based on the calculated weighted average cost of capital, a 2% decrease from the previous valuation.

 

   

Lack of marketability discount was determined at 12.5%, the same as the previous valuation.

 

   

PWERM scenario probabilities—Our management also estimated a 25% probability and 30% probability that we would complete an initial public offering through September 30, 2010 and June 30, 2011, respectively. There was also an approximate 20% and 20% chance assessed that we could be sold or acquired in approximately one year and two years, respectively. A bankruptcy scenario was deemed unlikely and was assigned a probability of approximately 5%.

 

July 14, 2010 and August 17, 2010

 

The most significant factors considered by our board of directors and its probability assessment applied by determining the fair value of our common stock at the valuation date were as follows:

 

   

The most recent independent contemporaneous valuation report as of June 1, 2010.

 

   

The estimated value of our invested capital based on the income approach increased from $302 million to $339 million since the last valuation date. This was due to a wide variety of variables in the valuation model but was primarily driven by a one percent reduction in the discount rate.

 

   

Lack of marketability discount was reduced from 12.5% to 10% since the last valuation.

 

   

PWERM scenario probabilities – Our management also estimated a 60% and a 10% probability that we would complete an initial public offering through September 30, 2010 and June 30, 2011, respectively. There was also an approximate 17.5% and 10% chance assessed that we could be sold or acquired in approximately one year and two years, respectively. A bankruptcy scenario was deemed unlikely, and was assigned a probability of approximately 2.5%.

 

We believe consideration of the factors described above by our board of directors was a reasonable approach to estimating the fair value of our common stock for those periods. Determining the fair value of our common stock requires complex and subjective judgments, however, and there is inherent uncertainty in our estimates of fair value.

 

Based upon an assumed initial public offering price of $11.00 per share, the mid-point of the range reflected on the cover page of this prospectus, the aggregate intrinsic value of outstanding stock options vested and expected to vest as of September 30, 2010 was $48.4 million, of which $34.9 million related to vested options and $13.5 million related to options expected to vest.

 

Income Taxes

 

Deferred tax assets and liabilities are determined based on differences between financial reporting and tax bases of assets and liabilities, and are measured using the enacted tax rates and laws that will be in effect when

 

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and where the differences are expected to reverse. We record a valuation allowance to reduce deferred tax assets to the amount that we believe is more likely than not to be realized. In assessing the need for a valuation allowance, we considered historical levels of income, projections of future income, expectations and risk associated with estimates of future taxable income and ongoing prudent and practical tax planning strategies. To the extent that we believe it is more likely than not that some portion of our deferred tax assets will not be realized, we would increase the valuation allowance against deferred tax assets. Although, we believe that the judgment we used is reasonable, actual results can differ due to a change in market conditions, changes in tax laws and other factors.

 

From inception through 2008, we incurred annual losses, and accordingly, we determined that a valuation allowance should be recorded against all of our deferred tax assets. We considered future taxable income and prudent and feasible tax planning strategies in determining the need for a valuation allowance and evaluated the need for a valuation allowance on a regular basis. The determination of recording or releasing a tax valuation allowance is made, in part, pursuant to an assessment performed by management regarding the likelihood that we will generate sufficient future taxable income against which the benefits of our deferred tax assets may or may not be realized. This assessment requires management to exercise significant judgment and make estimates with respect to our ability to generate revenue, gross profits, operating income and taxable income in future periods. Among other factors, management must make assumptions regarding current and projected overall business and semiconductor industry conditions, operating efficiencies, our ability to timely develop, introduce and consistently manufacture new products to meet our customers’ needs and specifications, our ability to adapt to technological changes and the competitive environment, which may impact our ability to generate taxable income and, in turn, realize the value of our deferred tax assets. Significant cumulative operating losses in 2008 and prior years, uncertainty with respect to the acceptance of our products by end customers and significant economic uncertainties in the market made our ability to project future taxable income highly uncertain and volatile at December 31, 2009. Although 2009 was our first profitable year, only the last three quarters of the year were profitable and the vast majority of our pre-tax income was generated in the last two quarters of the year. Based upon management’s assessment of all available evidence, including a relatively short period of recent profitability coupled with significant uncertainties associated with our 2010 business outlook, we have concluded, as of December 31, 2009, that it was not more likely than not that our net deferred tax assets would be realized. See note 7 of the notes to our consolidated financial statements.

 

In March 2010, we received our first substantial quantity of production orders for a new low voltage product, product number INSSTE32882-GS02, or the GS02 product, which is a new low voltage version of our integrated PLL and register buffer. This new low voltage product is widely expected in the market to be significant and is expected to begin shipping in high volumes for both us and our competitors with a new Intel platform in the second half of 2010. This GS02 product has been launched and is currently in full commercial production and is shipping in commercial volume. The arrival of these production orders from one of our largest customers reduced concerns and increased our confidence in the strength of our business outlook for the balance of 2010. In addition, certain other new product introductions began to gain traction with customers, providing additional confidence in our longer term outlook. We also achieved further clarity around certain contingencies related to ongoing litigation and certain other product acceptance concerns that existed at December 31, 2009. Furthermore, during the first quarter of 2010, we unexpectedly received additional orders for an older product that allowed us to exceed the overall plan for the quarter and continue our recent trend of profitability into the first quarter of 2010. At its April 30, 2010 meeting, based on a review of the positive developments that materialized in the first quarter of 2010, our board of directors decided to authorize management to retain investment bankers and proceed with plans to pursue a potential initial public offering. Based on these positive developments and an additional quarter of profitable operation, we reassessed the need for a valuation allowance at March 31, 2010 and concluded that a change in circumstances had occurred. Management determined that, based on our prospects and business outlook, it was now reasonable to conclude that it is more likely than not that our deferred tax assets will be realized. Accordingly, we then released the full valuation allowance recorded against our deferred tax assets based on the weight of positive evidence that existed at March 31, 2010. Significant judgment is required to determine the timing and extent of a valuation allowance release and our

 

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ability to utilize deferred tax assets will continue to be dependent on our ability to generate sufficient taxable income in future periods.

 

On January 1, 2007, we adopted the authoritative guidance on accounting for uncertainty in income taxes issued by the Financial Accounting Standards Board. The guidance prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken, or expected to be taken, in a tax return. As a result of the implementation, we determined the tax liability for uncertain tax positions based on a two-step process. The first step is to determine whether it is more likely than not that each income tax position would be sustained upon audit. The second step is to estimate and measure the tax benefit as the amount that has a greater than 50% likelihood of being realized upon ultimate settlement with the tax authority. There was no net cumulative effect of applying the recognition and measurement provisions upon adoption as the unrecognized tax benefit decreased deferred tax assets, which were fully offset by the valuation allowance. The assessment of each tax position requires significant judgment and estimates. We believe our tax return positions are fully supported, but tax authorities could challenge certain positions, which may not be fully sustained. All tax positions are periodically analyzed and adjusted as a result of events, such as the resolution of tax audits, issuance of new regulations or new case law, negotiations with tax authorities, and expiration of statutes of limitations.

 

Results of Operations and Key Operating Metrics

 

The following describes the line items in the statements of operations, which we consider to be our key operating metrics.

 

Revenue. We generate revenue from sales of our semiconductor products to end customers. A portion of our products is sold indirectly to customers through distributors.

 

We design and develop high-speed analog semiconductor solutions for the communications and computing markets. Our revenue is driven by various trends in these markets. These trends include the deployment and broader market adoption of next generation 40G and 100G technologies in communications and enterprise networks, the timing of next generation network and enterprise server upgrades in different geographic locations worldwide, the introduction and broader market adoption of next generation server platforms such as Intel’s Nehalem-based platform, and the deployment of high-speed memory interfaces in server and computing platforms.

 

Our revenue is also impacted by changes in the number and average selling prices of our semiconductor products. Our products are typically characterized by a life cycle that begins with higher average selling prices and lower volumes, followed by broader market adoption, higher volumes, and average selling prices that are lower than initial levels.

 

We operate in industries characterized by rapidly changing technologies and industry standards as well as technological obsolescence. Our revenue growth is dependent on our ability to continually develop and introduce new products to meet the changing technology and performance requirements of our customers, diversify our revenue base and generate new revenue to replace, or build upon, the success of previously introduced products which may be rapidly maturing. As a result, our revenue is impacted to a more significant extent by product life cycles for a variety of products and to a much lesser extent, if any, by any single product. In 2007 and 2008, there were no products that represented more than 10% of our total revenue. In 2009, we successfully introduced and began to ship a new product in production which integrated a new PLL, along with a new register buffer. Sales of this newly introduced part comprised 43% of our total revenue in 2009. As we continue to grow our business in 2010, this product has now matured. As a result, sales of this product are now declining in volume. We currently expect that by 2011 the new product introduced in 2009 will no longer be material to our total revenue.

 

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The following table is based on the geographic location to which our product is initially shipped. In most cases this will differ from the ultimate location of the end user of a product containing our technology. For sales to our distributors, their geographic location may be different from the geographic locations of the ultimate end customer. Sales by geography for the periods indicated were:

 

     Year Ended December 31,      Nine Months Ended
September 30,
 
     2007      2008      2009      2009      2010  
     (in thousands)  

Korea

   $ 12,066       $ 15,147       $ 18,307       $ 13,782       $ 11,015   

United States

     14,609         12,265         10,727         6,956         9,852   

China

     262         2,258         9,924         7,776         21,223   

Japan

     5,187         5,903         5,688         4,449         5,061   

Taiwan

     1,079         1,544         5,687         3,445         5,616   

Other

     3,034         5,837         8,519         5,284         9,280   
                                            
   $ 36,237       $ 42,954       $ 58,852       $ 41,692       $ 62,047   
                                            

 

Cost of revenue. Cost of revenue includes cost of materials such as wafers processed by third-party foundries, costs associated with packaging and assembly, test and shipping, cost of personnel, including stock-based compensation, as well as equipment associated with manufacturing support, logistics and quality assurance, warranty costs, write down of inventories, amortization of production mask costs, overhead and other indirect costs, such as allocated occupancy and information technology, or IT, costs.

 

As some semiconductor products mature and unit volumes increase, their average selling prices may decline. These declines are often paired with improvements in manufacturing yields and lower wafer, assembly and test costs, which offset some of the margin reduction that results from lower prices. However, our gross profit, period over period, may fluctuate as a result of changes in average selling prices due to new product introductions or existing product transitions into larger scale commercial volumes, manufacturing costs as well as our product mix.

 

Research and development. Research and development expense includes personnel-related expenses, including salaries, stock-based compensation and employee benefits. It also includes pre-production engineering mask costs, software license expenses, prototype wafer, packaging and test costs, design and development costs, testing and evaluation costs, depreciation expense and other indirect costs. All research and development costs are expensed as incurred. We expect research and development expense to increase as a result of the establishment of a design center in the United Kingdom and our acquisition of Winyatek Technology Inc. In addition, we expect research and development expense to increase in absolute dollars as we continue to invest resources to develop more products and enhance our existing product portfolio.

 

Sales and marketing. Sales and marketing expense consists primarily of salaries, stock-based compensation, employee benefits, travel, promotions, trade shows, marketing and customer support, commission payments to employees, depreciation expense and other indirect costs. We expect sales and marketing expense to increase in absolute dollars to support the growth of our business and promote our products to current and potential customers.

 

General and administrative. General and administrative expense consists primarily of salaries, stock-based compensation, employee benefits and expenses for executive management, legal, finance and human resources. In addition, general and administrative expenses include fees for professional services and other indirect costs. After this offering, we expect general and administrative expense to increase in absolute dollars due to the general growth of our business and the costs associated with becoming a public company for, among other things, SEC reporting and compliance, including compliance with the Sarbanes-Oxley Act of 2002, director fees, insurance, transfer agent fees and similar expenses.

 

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Provision (benefit) for income taxes. In each period since our inception to December 31, 2009, we have recorded a valuation allowance for the full amount of our deferred tax asset, as the realization of the full amount of our deferred tax asset is uncertain. Therefore, no deferred tax expense or benefit was recognized in the consolidated financial statements. In 2009, a provision for current income tax has been recorded primarily due to our inability to use net operating loss carryforwards for state tax purposes in California and alternative minimum tax for federal tax purposes. For the nine months ended September 30, 2010, we recorded a net tax benefit of $13.3 million, which reflects an effective tax rate benefit of 135%. The effective tax rate benefit of 135% differs from the statutory rate of 35% primarily due to a release of our deferred tax valuation allowance and, to a lesser extent, foreign income taxes provided at lower rates, geographic mix in profitability and recognition of California research and development credits.

 

The following table sets forth a summary of our statement of operations for the periods indicated:

 

     Year Ended December 31,      Nine Months Ended
September 30,
 
     2007     2008     2009      2009      2010  
     (in thousands)  

Total revenue

   $ 36,237      $ 42,954      $ 58,852       $ 41,692       $ 62,047   

Cost of revenue

     16,028        19,249        21,269         14,728         22,086   
                                          

Gross profit

     20,209        23,705        37,583         26,964         39,961   
                                          

Operating expense:

            

Research and development

     17,332        17,501        17,847         13,748         16,911   

Sales and marketing

     5,157        6,339        7,704         5,436         6,471   

General and administrative

     2,966        3,169        3,947         2,651         6,803   
                                          

Total operating expenses

     25,455        27,009        29,498         21,835         30,185   
                                          

Income (loss) from operations

     (5,246     (3,304     8,085         5,129         9,776   

Other income (expense)

     (95     (124     73         2         63   
                                          

Income (loss) before income taxes

     (5,341     (3,428     8,158         5,131         9,839   

Provision (benefit) for income taxes

                   829         523         (13,317
                                          

Net income (loss)

   $ (5,341   $ (3,428   $ 7,329       $ 4,608       $ 23,156   
                                          

 

The following table sets forth a summary of our statement of operations as a percentage of each line item to the revenue:

 

     Year Ended December 31,     Nine Months Ended
September 30,
 
         2007             2008             2009         2009     2010  

Total revenue

     100     100     100     100     100

Cost of revenue

     44        45        36        35        36   
                                        

Gross profit

     56        55        64        65        64   
                                        

Operating expense:

          

Research and development

     49        41        30        33        27   

Sales and marketing

     14        15        13        13        10   

General and administrative

     8        7        7        7        11   
                                        

Total operating expenses

     71        63        50        53        48   
                                        

Income (loss) from operations

     (15     (8     14        12        16   

Other income (expense)

                                   
                                        

Income (loss) before income taxes

     (15     (8     14        12        16   

Provision (benefit) for income taxes

                   2        1        (21
                                        

Net income (loss)

     (15 )%      (8 )%      12     11     37
                                        

 

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Comparison of Nine Months Ended September 30, 2009 and September 30, 2010

 

Revenue

 

     Nine Months Ended September 30,      Change  
         2009              2010          Amount      %  
     (dollars in thousands)  

Total revenue

   $ 41,692       $ 62,047       $ 20,355         49

 

Total revenue for the nine months ended September 30, 2010 increased by $20.4 million due to an increase in the number of units sold of our high-speed memory interface products. The increase in unit volumes was a result of a wider acceptance of our products and technology in new server platforms, such as Intel’s Nehalem-based platform servers. This increase was partially offset by a year over year decrease in average selling price of certain products of approximately 5%. Our average selling price decreased primarily as a result of the maturation of certain products that were introduced in 2009 and then transitioned to broader market adoption and higher volumes over the course of the year.

 

Cost of Revenue and Gross Profit

 

     Nine Months Ended September 30,     Change  
         2009             2010         Amount      %  
     (dollars in thousands)  

Cost of revenue

   $ 14,728      $ 22,086      $ 7,358         50

Gross profit

   $ 26,964      $ 39,961      $ 12,997         48

Gross profit as a percentage of revenue

     65     64             (1 %) 

 

Cost of revenue for the nine months ended September 30, 2010 increased by $7.4 million primarily due to an increase in the number of units purchased by customers as described above. Gross profit percentage decreased by 1% because of a decline in average selling price due to change in our product mix.

 

Research and Development

 

     Nine Months Ended September 30,      Change  
         2009              2010          Amount      %  
     (dollars in thousands)  

Research and development

   $ 13,748       $ 16,911       $ 3,163         23

 

Research and development expense for the nine months ended September 30, 2010 increased by $3.2 million due to the increase in research and development headcount and the acquisition of Winyatek Technology Inc., which resulted in a $2.0 million increase in personnel costs and stock-based compensation expense, a $0.4 million increase in pre-production engineering mask costs and packaging development expense and engineering software expense of $0.2 million. The increase in personnel and development expense was primarily driven by our strategy to expand our product offerings and enhance our existing products. Specifically, we accelerated the development of our products for next generation communications networks and high-speed memory interfaces.

 

Sales and Marketing

 

     Nine Months Ended September 30,      Change  
         2009              2010          Amount      %  
     (dollars in thousands)  

Sales and marketing

   $ 5,436       $ 6,471       $ 1,035         19

 

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Sales and marketing expense for the nine months ended September 30, 2010 increased by $1.0 million primarily due to an increase in personnel costs, including stock-based compensation expense of $0.7 million, and an increase of $0.1 million for expenses incurred on trade shows and communication to introduce our products to potential customers.

 

General and Administrative

 

     Nine Months Ended September 30,      Change  
         2009              2010          Amount      %  
     (dollars in thousands)  

General and administrative

   $ 2,651       $ 6,803       $ 4,152         157

 

General and administrative expenses for the nine months ended September 30, 2010 increased by $4.2 million primarily due to third-party professional fees. Outside legal fees increased by $1.5 million related primarily to litigation matters described in note 15 of the notes to our consolidated financial statements. Accounting and consulting fees increased by $0.6 million due to expenses incurred for our 2009 audit and quarterly reviews and the establishment of our subsidiary in Singapore. Other professional fees increased by $0.3 million for consulting services in information technology and human resource functions. General and administrative headcount increased, resulting in a $0.9 million increase in personnel costs and stock-based compensation expense. In addition, rent expense increased by $0.2 million due to new building leases for two offices in California.

 

Provision (benefit) for Income Tax

 

    Nine Months Ended September 30,     Change  
        2009             2010         Amount      %  
    (dollars in thousands)  

Provision (benefit) for income tax

  $ 523      $ (13,317   $ (13,840      N/M   

 

The income tax benefit of $13.3 million for the nine months ended September 30, 2010 reflects an effective tax rate benefit of 135%. The effective tax rate benefit of 135% for the nine months ended September 30, 2010 differs from the statutory rate of 35% primarily due to a release of our deferred tax valuation allowance and, to a lesser extent, foreign income taxes provided at lower rates, geographic mix in profitability and recognition of California research and development credits. The total valuation allowance release for the year ending December 31, 2010 was $24 million. Of the $24 million valuation allowance that was released, approximately $21.5 million has been recognized to net income during the nine months ended September 30, 2010. For the nine months ended September 30, 2009, as a result of a full valuation allowance on our deferred tax assets, the provision for income taxes consisted of state income taxes recorded due to our inability to use net operating loss carry forwards for state tax purposes in California and federal income taxes related to alternative minimum tax.

 

Comparison of the Years Ended December 31, 2007, 2008 and 2009

 

Revenue

 

     Year Ended December 31,      Change  
      2008     2009  
     2007      2008      2009      Amount      %     Amount      %  
     (dollars in thousands)  

Total revenue

   $ 36,237       $ 42,954       $ 58,852       $ 6,717         19   $ 15,898         37

 

Total revenue for the year ended December 31, 2008 increased by $6.7 million due to a 28% increase in the number of units sold, partially offset by a modest decrease in average selling price of 7%. The increase in revenue was driven by the introduction of our next generation high-speed communications products and our high-speed memory interface products in enterprises and the broader adoption of our semiconductor products in next generation servers and computing platforms.

 

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Total revenue for the year ended December 31, 2009 increased by $15.9 million due to a combination of a 7% increase in the number of units sold and an increase in average selling price of 29%, primarily due changes in product mix. The increase in revenue was primarily driven by the increased adoption of high-speed memory interfaces by our end customers.

 

Cost of Revenue and Gross Profit

 

     Year Ended December 31,     Change  
     2008     2009  
     2007     2008     2009     Amount      %     Amount      %  
     (dollars in thousands)  

Cost of revenue

   $ 16,028      $ 19,249      $ 21,269      $ 3,221         20   $ 2,020         10

Gross profit

     20,209        23,705        37,583        3,496         17     13,878         59

Gross profit as a percentage of revenue

     56     55     64             (1 )%              9

 

Cost of revenue and gross profit for the year ended December 31, 2008 increased by $3.2 million and $3.5 million, respectively, compared to the prior year primarily due to an increase in the number of units purchased by customers consistent with the overall increase in revenue. Product costs as a percentage of revenue were relatively unchanged compared to the prior period.

 

Cost of revenue in 2009 increased by $2.0 million as a result of an increase in the number of units sold in 2009, compared to 2008 specifically for our high-speed memory interface products. Gross profit and gross profit as a percentage of revenue increased in 2009 relative to 2008 primarily because of a shift in product mix to newer higher margin products shipping in volume.

 

Research and Development

 

     Year Ended December 31,      Change  
      2008     2009  
     2007      2008      2009      Amount      %     Amount      %  
     (dollars in thousands)  

Research and development

   $ 17,332       $ 17,501       $ 17,847       $ 169         1   $ 346         2

 

Research and development expense for the year ended December 31, 2008 increased by $0.2 million due to the increase in new product development and product enhancement projects.

 

Research and development expense for the year ended December 31, 2009 increased by $0.3 million primarily due to continued product enhancements initiatives. Specifically, the increase is related to pre-production engineering mask costs of $0.3 million and additional personnel costs, including stock-based compensation of $0.2 million. These increases were partially offset by a reduction in recruiting expenses by $0.2 million due to payment of fees to an outside recruitment company for new employees hired in 2008.

 

Sales and Marketing

 

            Change  
   Year Ended December 31,      2008     2009  
         2007              2008              2009          Amount      %     Amount      %  
     (dollars in thousands)  

Sales and marketing

   $ 5,157       $ 6,339       $ 7,704       $ 1,182         23   $ 1,365         22

 

Sales and marketing expense for the year ended December 31, 2008 increased by $1.2 million from the prior year primarily due to hiring of sales personnel to support increasing sales activities. Specifically, the change was

 

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primarily due to an increase in personnel costs, including stock-based compensation expense of $1.4 million, offset by a decrease in commission expense of $0.3 million, due to a change in sales mix between direct customers and sales through third-party representatives.

 

Sales and marketing expense for the year ended December 31, 2009 increased by $1.4 million from 2008 primarily due to an increase in sales activities. Personnel costs, including stock-based compensation expense increased by $0.2 million and commission expense increased by $0.5 million. In addition, marketing expenses increased by $0.3 million.

 

General and Administrative

 

     Year Ended December 31,      Change  
      2008     2009  
         2007              2008              2009          Amount      %     Amount      %  
     (dollars in thousands)  

General and administrative

   $ 2,966       $ 3,169       $ 3,947       $ 203         7   $ 778         25

 

General and administrative expense for the year ended December 31, 2008 increased by $0.2 million from the prior period primarily due to the hiring of additional personnel to support increasing business activities. Personnel costs, including stock-based compensation expense in 2008, increased by $0.2 million.

 

General and administrative expense for the year ended December 31, 2009 increased compared to 2008 due to additional personnel costs of $0.6 million which consist of salaries of new employees, stock-based compensation and incentive pay.

 

Provision for Income Taxes

 

     Year Ended December 31,      Change  
      2008     2009  
         2007              2008              2009          Amount      %     Amount      %  
     (dollars in thousands)  

Provision for income taxes

   $       $       $ 829       $           $ 829         N/M   

 

During 2007 and 2008, we did not record a provision for income tax primarily due to net losses realized and a full valuation allowance on our deferred tax assets.

 

The provision for income taxes in 2009 consisted of state income taxes recorded due to our inability to use net operating loss carryforwards for state tax purposes in California and Federal income taxes related to alternative minimum tax.

 

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Quarterly Results of Operations

 

The following table presents our unaudited quarterly results of operations for the seven quarters in the period ended September 30, 2010. This unaudited quarterly information has been prepared on the same basis as our audited financial statements and includes all adjustments, consisting of only normal recurring adjustments, necessary for the fair statement of the information for the quarters presented. You should read this information in conjunction with our consolidated financial statements and the related notes thereto. The results of operations for any quarter are not necessarily indicative of results of operations for any future period.

 

     Three Months Ended  
     Mar. 31,
2009
    Jun. 30,
2009
     Sept. 30,
2009
    Dec. 31,
2009
     Mar. 31,
2010
    Jun. 30,
2010
    Sept. 30,
2010
 
     (in thousands)        

Total revenue

   $ 10,336      $ 12,986       $ 18,370      $ 17,160       $ 19,086      $ 21,099      $ 21,862   

Cost of revenue

     3,703        4,652         6,373        6,541         7,187        7,344        7,555   
                                                          

Gross profit

     6,633        8,334         11,997        10,619         11,899        13,755        14,307   
                                                          

Operating expense:

                

Research and development

     4,707        4,327         4,714        4,099         5,066        5,126        6,719   

Sales and marketing

     1,662        1,742         2,032        2,268         2,075        2,049        2,347   

General and administrative

     739        967         945        1,296         1,903        2,568        2,332   
                                                          

Total operating expense

     7,108        7,036         7,691        7,663         9,044        9,743        11,398   
                                                          

Income (loss) from operations

     (475     1,298         4,306        2,956         2,855        4,012        2,909   

Other income (expense)

     14        11         (23     71         27        (34     70   
                                                          

Income (loss) before income tax

     (461     1,309         4,283        3,027         2,882        3,978        2,979   

Provision (benefit) for income tax

            86         437        306         (9,117     (3,600     (600
                                                          

Net income (loss)

   $ (461   $ 1,223       $ 3,846      $ 2,721       $ 11,999      $ 7,578      $ 3,579   
                                                          

 

The following table presents the unaudited quarterly results of operations as a percentage of revenue:

 

     Three Months Ended  
     Mar. 31,
2009
    Jun. 30,
2009
    Sept. 30,
2009
    Dec. 31,
2009
    Mar. 31,
2010
    Jun. 30,
2010
    Sept. 30,
2010
 

Total revenue

     100     100     100     100     100     100     100

Cost of revenue

     36        36        35        38        38        35        35   
                                                        

Gross profit

     64        64        65        62        62        65        65   
                                                        

Operating expense:

              

Research and development

     46        33        26        24        26        24        31   

Sales and marketing

     16        14        11        13        11        10        11   

General and administrative

     7        7        5        8        10        12        10   
                                                        

Total operating expense

     69        54        42        45        47        46        52   
                                                        

Income (loss) from operations

     (5     10        23        17        15        19        13   

Other income (expense)

                                                 
                                                        

Income (loss) before income tax

     (5     10        23        17        15        19        13