e10vq
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
Form 10-Q
(Mark One)
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þ |
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 |
For the quarterly period ended June 30, 2007 OR
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 |
For the transition period from to
Commission file number: 001-33435
CAVIUM NETWORKS, INC.
(Exact name of Registrant as specified in its charter)
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DELAWARE
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77-0558625 |
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(State or other jurisdiction
of incorporation or organization)
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(I.R.S. Employer Identification No.) |
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805 E. Middlefield Road |
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Mountain View, California
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94043 |
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(Address of principal executive offices)
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(Zip Code) |
Registrants telephone number, including area code: (650) 623-7000
Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for
such shorter period that the Registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days.
Yes þ No o
Indicate by check mark whether the Registrant is a large accelerated filer, an
accelerated filer, or a non accelerated filer. See definition of accelerated filer
and large accelerated filer in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer o Accelerated filer o Non-accelerated filer þ
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the
Exchange Act).
Yes o No þ
The number of shares of the Registrants Common Stock, $.001 par value, outstanding at August 1,
2007 was: 39,661,706
CAVIUM NETWORKS, INC.
QUARTERLY REPORT ON FORM 10-Q
FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2007
TABLE OF CONTENTS
2
PART I. FINANCIAL INFORMATION
Item 1 Condensed Consolidated Financial Statements
CAVIUM NETWORKS, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands, except
share data)
(unaudited)
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June 30, |
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December 31, |
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2007 |
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2006 |
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Assets |
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Current assets: |
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Cash and cash equivalents |
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$ |
100,821 |
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$ |
10,154 |
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Accounts receivable, net of allowance of $118 and $102, respectively |
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8,632 |
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7,248 |
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Inventories |
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5,166 |
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5,006 |
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Prepaid expenses and other current assets |
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985 |
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405 |
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Total current assets |
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115,604 |
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22,813 |
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Property and equipment, net |
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5,685 |
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5,040 |
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Intangible assets, net |
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3,367 |
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1,902 |
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Other assets |
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156 |
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207 |
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Total assets |
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$ |
124,812 |
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$ |
29,962 |
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Liabilities, Mandatorily Redeemable Convertible Preferred Stock
and Stockholders Equity (Deficit) |
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Current liabilities: |
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Accounts payable |
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$ |
3,875 |
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$ |
2,904 |
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Accrued expenses and other current liabilities |
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2,047 |
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2,853 |
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Deferred revenue |
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3,376 |
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628 |
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Capital
lease and technology license obligations, current portion |
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2,844 |
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2,564 |
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Preferred stock warrant liability |
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701 |
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Current portion of notes payable |
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1,474 |
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Total current liabilities |
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12,142 |
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11,124 |
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Notes payable, net of current portion |
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2,526 |
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Capital
lease and technology license obligations, net of current portion |
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1,117 |
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1,016 |
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Other non-current liabilities |
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39 |
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Total liabilities |
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13,259 |
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14,705 |
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Commitments and contingencies (Note 12) |
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Mandatorily redeemable convertible preferred stock, par value $0.001: |
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22,935,158 and 22,935,158 shares authorized; none and 22,364,197 shares issued
and outstanding; none and $69,623 aggregate liquidation preference |
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72,437 |
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Stockholders equity (deficit) |
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Common stock, par value $0.001: |
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40,965,057 and 40,965,057 shares authorized; 39,633,336 and 9,365,600 shares
issued and outstanding
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40 |
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9 |
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Additional paid-in capital |
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173,522 |
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3,731 |
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Accumulated deficit |
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(62,009 |
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(60,920 |
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Total stockholders equity (deficit) |
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111,553 |
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(57,180 |
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Total liabilities, mandatorily redeemable convertible preferred
stock and stockholders equity (deficit) |
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$ |
124,812 |
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$ |
29,962 |
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The accompanying notes are an integral part of these condensed consolidated financial statements.
3
CAVIUM NETWORKS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except share and per share data)
(unaudited)
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Three Months Ended |
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Six Months Ended |
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June 30, |
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June 30, |
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2007 |
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2006 |
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2007 |
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2006 |
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Revenue |
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$ |
12,666 |
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$ |
8,099 |
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$ |
23,807 |
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$ |
15,148 |
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Cost of revenue |
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4,698 |
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3,135 |
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8,880 |
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5,757 |
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Gross profit |
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7,968 |
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4,964 |
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14,927 |
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9,391 |
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Operating expenses: |
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Research and development |
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4,721 |
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4,939 |
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9,047 |
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10,059 |
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Sales, general and administrative |
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3,482 |
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2,799 |
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6,691 |
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4,953 |
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Total operating expenses |
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8,203 |
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7,738 |
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15,738 |
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15,012 |
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Loss from operations |
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(235 |
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(2,774 |
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(811 |
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(5,621 |
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Other income (expense), net: |
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Interest expense |
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(291 |
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(199 |
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(499 |
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(284 |
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Warrant revaluation expense |
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(349 |
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(152 |
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(574 |
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(303 |
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Interest income and other |
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817 |
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36 |
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886 |
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117 |
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Total other income (expense), net |
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177 |
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(315 |
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(187 |
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(470 |
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Loss before income tax expense |
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(58 |
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(3,089 |
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(998 |
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(6,091 |
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Income tax expense |
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(34 |
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(91 |
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(2 |
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Net loss |
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$ |
(92 |
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$ |
(3,089 |
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$ |
(1,089 |
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$ |
(6,093 |
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Net loss per common share, basic and diluted |
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$ |
(0.00 |
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$ |
(0.39 |
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$ |
(0.06 |
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$ |
(0.77 |
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Shares used in computing basic and diluted net
loss per common share |
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28,835,471 |
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7,997,404 |
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18,715,120 |
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7,879,754 |
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The
accompanying notes are an integral part of these condensed
consolidated financial statements.
4
CAVIUM NETWORKS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
(unaudited)
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Six Months Ended |
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June 30, |
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2007 |
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2006 |
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Cash flows from operating activities |
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Net loss |
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$ |
(1,089 |
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$ |
(6,093 |
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Adjustments to reconcile net loss to net cash provided by (used in) operating activities |
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Stock-based compensation expense |
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777 |
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268 |
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Amortization of warrant costs to interest expense |
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149 |
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105 |
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Revaluation of warrants to fair value |
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574 |
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303 |
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Depreciation and amortization |
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2,644 |
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2,268 |
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Others |
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10 |
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Changes in assets and liabilities |
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Accounts receivable, net |
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(1,384 |
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(2,257 |
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Inventories |
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(160 |
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(1,087 |
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Prepaid expenses and other current assets |
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(183 |
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26 |
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Other assets |
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(176 |
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(14 |
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Accounts payable |
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995 |
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1,394 |
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Accrued expenses and other current and non-current liabilities |
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(827 |
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27 |
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Deferred revenue |
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2,748 |
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195 |
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Net cash provided by (used in) operating activities |
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4,068 |
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(4,855 |
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Cash flows used in investing activities |
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Purchases of property and equipment |
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(2,279 |
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(672 |
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Purchases of IP licenses and intangible assets |
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(339 |
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Net cash used in investing activities |
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(2,618 |
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(672 |
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Cash flows provided by financing activities |
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Proceeds from (payment for) term loan financing |
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(4,000 |
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4,000 |
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Proceeds from initial public offering, net of costs |
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94,742 |
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Proceeds from issuance of common stock upon exercise of options |
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177 |
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802 |
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Principal
payment of capital lease and technology license obligations |
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(1,692 |
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(1,711 |
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Repurchases of shares of unvested common stock |
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(10 |
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(11 |
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Proceeds from issuance of convertible preferred stock in connection with warrant exercise |
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203 |
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Net cash provided by financing activities |
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89,217 |
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3,283 |
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Net increase (decrease) in cash and cash equivalents |
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90,667 |
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(2,244 |
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Cash and cash equivalents, beginning of period |
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10,154 |
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7,879 |
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Cash and cash equivalents, end of period |
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$ |
100,821 |
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$ |
5,635 |
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Supplemental disclosure of cash flow information |
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Cash paid for interest |
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$ |
347 |
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$ |
116 |
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Supplemental disclosure of non-cash activities |
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Capital lease and technology license obligations |
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$ |
1,605 |
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$ |
2,908 |
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Vesting of early exercised options |
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$ |
64 |
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$ |
70 |
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Additions to property and equipment included in accounts payable and accrued expenses |
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$ |
201 |
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$ |
470 |
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The
accompanying notes are an integral part of these condensed
consolidated financial statements.
5
CAVIUM
NETWORKS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
1. Organization and Significant Accounting Policies
Organization
Cavium Networks, Inc. (the Company) was incorporated in the state of California on November
21, 2000 and was reincorporated in the state of Delaware effective February 6, 2007. The Company
designs, develops and markets semiconductor processors for intelligent and secure networks.
Initial Public Offering
In May 2007, the Company completed its initial public offering (IPO) of common stock in
which it sold and issued 7,762,500 shares of common stock, including 1,012,500 shares of
underwriters over-allotment, at an issue price of $13.50 per share. A total of $104.8 million in
gross proceeds was raised from the IPO, or approximately $94.8 million in net proceeds after
deducting underwriting discounts and commissions of $7.3 million and other offering costs of $2.7
million. Upon the closing of the IPO, all shares of convertible preferred stock outstanding
automatically converted into 22,364,378 shares of common stock, and 102,619 warrants to purchase
mandatorily redeemable convertible preferred stock were converted into warrants to purchase common
stock.
Summary of Significant Accounting Policies
Basis of Presentation
The unaudited condensed consolidated financial statements have been prepared in accordance
with accounting principles generally accepted in the United States of America (GAAP) and with
the instructions to Securities and Exchange Commission (SEC) Form 10-Q and Article 10 of SEC
Regulation S-X. Accordingly, they do not include all of the information and footnotes required by
generally accepted accounting principles for complete financial statements. For further
information, these financial statements should be read in conjunction with the Companys
Registration Statement on Form S-1 (File No.333-140660) on file with the SEC for the years ended
December 31, 2005 and 2006.
The unaudited condensed consolidated financial statements contain all normal recurring
accruals and adjustments that, in the opinion of management, are necessary to present fairly the
Companys consolidated financial position at June 30, 2007, and the consolidated results of its
operations for the three and six months ended June 30, 2007 and 2006, and the consolidated cash
flows for the six months ended June 30, 2007 and 2006. The results of operations for the three and
six months ended June 30, 2007 are not necessarily indicative of the results to be expected for the
full year.
The condensed consolidated balance sheet at December 31, 2006 has been derived from the
audited consolidated financial statements at that date but does not include all of the information
and footnotes required by generally accepted accounting principles.
Use of Estimates
The preparation of financial statements in conformity with GAAP requires management to make
estimates and assumptions that affect the amounts reported in its consolidated financial statements
and accompanying notes. Management bases its estimates on historical experience and on various
other assumptions it believes to be reasonable under the circumstances, the results of which form
the basis of making judgments about the carrying values of assets and liabilities. Actual results
could differ from those estimates.
6
Cash & Cash Equivalents
The Company considers all highly liquid investments with an original or remaining maturity of
90 days or less at the date of purchase to be cash equivalents. Cash equivalents consist primarily
of money market instruments.
Allowance for Doubtful Accounts
The Company reviews its allowance for doubtful accounts quarterly by assessing individual
accounts receivable over a specific age and amount, and all other balances on a pooled basis based on
historical collection experience and economic risk assessment. The Companys allowance for doubtful
accounts was $43,000 and $68,000 as of June 30, 2007 and December 31, 2006 respectively.
Inventories
Inventories consist of work-in-process and finished goods. Inventories are stated at the lower
of cost (determined using the first-in, first-out method), or market value (estimated net realizable
value). The Company writes down inventory by establishing inventory reserves based on historical
usage and forecasted demand. These factors are impacted by market and economic conditions,
technology changes, new product introductions and changes in strategic direction and require
estimates that may include uncertain elements. Actual demand may differ from forecasted demand and
such differences may have a material effect on recorded inventory values. Inventory reserves, once
established, are not released until the related inventories have been sold or scrapped.
Property and Equipment
Property and equipment are stated at cost and depreciated over their estimated useful lives,
generally three to five years, using the straight-line method. Leasehold improvements are amortized
over the shorter of estimated useful lives or unexpired lease term. Additions and improvements that
increase the value or extend the life of an asset are capitalized. Upon retirement or sale, the
cost of assets disposed of and the related accumulated depreciation are removed from the accounts
and any resulting gain or loss is credited or charged to income. Repairs and maintenance costs are
expensed as incurred.
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Estimated |
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Useful Lives |
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Software and computer equipment |
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1 to 5 years |
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Test equipment |
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1 to 3 years |
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Furniture, office equipment and leasehold improvements |
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1 to 5 years |
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The Company capitalizes the cost of fabrication masks that are reasonably expected to be used
during production manufacturing. Such amounts are included within property and equipment and
depreciated to cost of revenue generally over a period of twelve months. If the Company does not
reasonably expect to use the fabrication mask during production manufacturing, the related mask
costs are expensed to research and development in the period in which the costs are incurred. The
Company has capitalized $1,204,000 and $0 for the three months ended June 30, 2007 and 2006,
respectively, and $1,731,000 and $0 mask costs in property and equipment for the six months ended
June 30, 2007 and 2006, respectively.
Impairment of Long-Lived Assets
The Company reviews long-lived assets, including property and equipment, for impairment
whenever events or changes in business circumstances indicate that the carrying amount of the
assets may not be fully recoverable. An impairment loss would be recognized when estimated
undiscounted future cash flows expected to result from the use of the asset and its eventual
disposition are less than its carrying amount.
7
Fair Value of Financial Instruments
The carrying amounts of certain of the Companys financial instruments, including cash and
cash equivalents, accounts receivable, other assets, accounts payable, accrued expenses and
liabilities, approximate their fair values due to their short-term nature.
Concentration of Risk
The Companys products are currently manufactured, assembled and tested by third-party
contractors in Asia. There are no long-term agreements with any of these contractors. A significant
disruption in the operations of one or more of these contractors would impact the production of the
Companys products for a substantial period of time, which could have a material adverse effect on
the Companys business, financial condition and results of operations.
Financial instruments that potentially subject the Company to a concentration of credit risk
consist of cash, cash equivalents and accounts receivable. The Company deposits cash and cash
equivalents with credit worthy financial institutions. The Company has not experienced any losses
on its deposits of cash and cash equivalents. Management believes that the financial institutions
are reputable and, accordingly, minimal credit risk exists.
The Companys accounts receivable are derived from revenue earned from customers primarily
headquartered in the United States. The Company performs ongoing credit evaluations of its
customers financial condition and, generally, requires no collateral from its customers. The
Company provides an allowance for doubtful accounts receivable based upon the expected
collectibility of accounts receivable. Summarized below are individual customers whose accounts
receivable balances or revenues were 10% or higher of respective total consolidated amounts.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the three months |
|
For the six months |
|
|
ended June 30, |
|
ended June 30, |
|
|
2007 |
|
2006 |
|
2007 |
|
2006 |
Percentage of total revenue
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Customer A |
|
|
24 |
% |
|
|
19 |
% |
|
|
23 |
% |
|
|
16 |
% |
Customer B |
|
|
20 |
% |
|
|
23 |
% |
|
|
20 |
% |
|
|
22 |
% |
All other customers |
|
|
56 |
% |
|
|
58 |
% |
|
|
57 |
% |
|
|
62 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
100 |
% |
|
|
100 |
% |
|
|
100 |
% |
|
|
100 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of December 31, |
|
|
As of June 30, 2007 |
|
2006 |
Percentage of gross accounts receivable |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Customer E |
|
|
14 |
% |
|
|
23 |
% |
All other customers |
|
|
86 |
% |
|
|
77 |
% |
|
|
|
|
|
|
|
|
|
Total |
|
|
100 |
% |
|
|
100 |
% |
|
|
|
|
|
|
|
|
|
Intangible Assets
Prepaid technology licenses and acquired technologies, which includes technologies acquired
from other companies either as a result of acquisitions or licensing, are capitalized and amortized
on the straight-line method over the estimated useful life of the technologies, which generally
does not exceed three years. Technology license obligations in installments are capitalized using
the present value of the payments.
Revenue Recognition
The Company derives its revenue primarily from sales of semiconductor products. The Company
recognizes revenue from product sales when persuasive evidence of a binding arrangement exists,
delivery has occurred, the fee is deemed fixed or determinable and free of contingencies and
significant uncertainties, and collection is probable. The 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 often
8
memorialized with a customer purchase order. Agreements with non-distributor customers do not
include rights of return or acceptance provisions. The Company assesses the ability to collect from
the Companys customers based on a number of factors, including credit worthiness and any past
transaction history of the customer. If the customer is not deemed credit worthy, or the fee is
not considered fixed or determinable, the Company will defer all revenue from the arrangement
until payment is received and all other revenue recognition criteria
is met.
Shipping charges billed to customers are included in product revenue and the related shipping
costs are included in cost of product revenue. The Company generally recognizes revenue at the time
of shipment to the Companys customers. Revenue consists primarily of sales of the Companys
products to networking original equipment manufacturers
(OEM), their contract manufacturers or to international distributors. Initial
sales of the Companys products for a new design are usually made directly to networking OEMs as
they design and develop their product. Once their design enters production, they often outsource
their manufacturing to contract manufacturers that purchase the Companys products directly from
the Company or from the Companys international distributors.
The Company grants its distributors limited rights of returns and price protection. Revenue
from sales to distributors is recognized upon shipment if the Company concludes it can reasonably
estimate the credits for returns and price adjustments issuable. Revenue from sales to distributors
is deferred if the Company grants more than limited rights of returns and price credits or if it
cannot reasonably estimate the level of returns and credits issuable.
During the quarter ended June 30, 2007, the Company signed a
distribution agreement with Avnet, Inc. to distribute its products primarily in the United States.
Given the terms of the distribution agreement, for sales to Avnet, Inc. the Company will defer recognition of revenue and related cost of revenue
until resell of the product. No shipments were made to Avnet, Inc as of June 30, 2007 and
therefore the Company did not record any deferred revenue. The Company records an estimated
allowance, at the time of shipment, based on the Companys historical patterns of returns and
pricing credits of sales recognized upon shipment. The credits issued to distributors or other
customers were not material for the three or six months ended June 30, 2007 and 2006.
The Company also derives revenue in the form of license and maintenance fees through licensing
its software products. Revenue from such arrangements is recorded by applying the provisions of
Statement of Position (SOP) No. 97-2, Software Revenue Recognition, as amended by SOP No. 98-9,
Modification of SOP No. 97-2, Software Revenue Recognition with Respect to Certain Transactions.
Revenue from such arrangements totaled $265,000 and $116,000 for the three months ended June 30,
2007 and 2006, and $583,000 and $374,000 for the six months ended June 30, 2007 and 2006,
respectively. The value of any support services is recognized as services revenue on a
straight-line basis over the term of the related support period, which is typically one year.
The Company also enters into development agreements with some of its customers. Development
revenue is recognized under the proportional performance method, with the associated costs included
in cost of revenue. The Company estimates the proportional performance of the development contracts
based on an analysis of progress toward completion. The Company periodically evaluates the actual
status of each project to ensure that the estimates to complete each contract remain accurate. A
provision for estimated losses on contracts is made in the period in which the loss becomes
probable and can be reasonably estimated. To date, the Company has not recorded any such losses. If
the amount billed exceeds the amount of revenue recognized, the excess amount is recorded as
deferred revenue. Revenue recognized in any period is dependent on progress toward completion of
projects in progress. To the extent the Company is unable to estimate the proportional performance
then the revenue is recognized on a completed contract basis.
Total deferred revenue was $3,376,000 and $628,000 as of June 30, 2007 and December 31, 2006,
respectively, which includes deferred revenue associated with license and maintenance fees and
development revenue.
Warranty Accrual
The Companys products are subject to a one-year warranty period. The Company provides for the
estimated future costs of replacement upon shipment of the product as cost of revenue. The warranty
accrual is estimated based on historical claims compared to historical revenue and assumes that
products
9
have to be replaced subject to a claim. The following table presents a reconciliation of the
Companys product warranty liability, which is included within accrued expenses and other current
liabilities in the consolidated balance sheets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended June 30, |
|
|
Six Months Ended June 30, |
|
|
|
2007 |
|
|
2006 |
|
|
2007 |
|
|
2006 |
|
Beginning balance |
|
$ |
170 |
|
|
$ |
113 |
|
|
$ |
161 |
|
|
$ |
106 |
|
Accruals for warranties issued |
|
|
59 |
|
|
|
57 |
|
|
|
98 |
|
|
|
66 |
|
Settlements made |
|
|
(46 |
) |
|
|
(35 |
) |
|
|
(76 |
) |
|
|
(37 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Ending balance |
|
$ |
183 |
|
|
$ |
135 |
|
|
$ |
183 |
|
|
$ |
135 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Indemnities
In the ordinary course of business the Company enters into agreements with customers that
include indemnity provisions. Based on historical experience and other available information the
Company believes its exposure related to the above indemnity provisions were immaterial for each of
the periods presented.
Research and Development
Research and development costs are expensed as incurred and primarily include personnel costs,
prototype expenses, which include the cost of fabrication mask costs not reasonably expected to be
used in production manufacturing, and allocated facilities costs as well as depreciation of
equipment used in research and development.
Advertising
The Company expenses advertising costs as incurred. Advertising costs were $116,000 and
$92,000 for the three months ended June 30, 2007 and 2006, respectively, and $243,000 and $150,000
for the six months ended June 30, 2007 and 2006, respectively.
Operating Leases
The Company recognizes rent expense on a straight-line basis over the term of the lease. The
difference between rent expense and rent paid is recorded as accrued rent in accrued expenses and
other current and non-current liabilities components of the consolidated balance sheets.
Income Taxes
The Company provides for deferred income taxes under the asset and liability method. Under
this method, deferred tax assets, including those related to tax loss carryforwards and credits,
and liabilities are determined based on the differences between the financial statement and tax
bases of assets and liabilities using enacted tax rates in effect for the year in which the
differences are expected to reverse. A valuation allowance is recorded to reduce deferred tax
assets when it is more likely than not that the net deferred tax asset will not be recovered.
Accounting for Stock-Based Compensation
Prior to January 1, 2006, the Company accounted for employee stock options using the intrinsic
value method in accordance with Accounting Principles Board Opinion No. 25, Accounting for Stock
Issued to Employees, or APB 25, and Financial Accounting Standards Board (FASB) Interpretation
No. 44, Accounting for Certain Transactions Involving Stock Compensation, an Interpretation of APB
No. 25, and had adopted the disclosure-only provisions of SFAS No. 123, Accounting for Stock-Based
Compensation, or SFAS 123, and SFAS No. 148, Accounting for Stock-Based Compensation Transition
and Disclosure. In accordance with APB 25, the Company recognized no stock-based compensation
expense for options granted to employees with an exercise price equal to or greater than the fair
value of the underlying common stock on the date of grant.
10
Effective January 1, 2006, the Company adopted the fair value recognition provisions of
SFAS 123(R) using the prospective transition method, which requires it to apply the provisions of
SFAS 123(R) only to awards granted, modified, repurchased or cancelled after the adoption date.
Under this transition method, the Companys stock-based compensation expense recognized during the
year-ended December 31, 2006 is based on the grant date fair value of stock option awards the
Company grants or modifies on or after January 1, 2006. The Company recognizes this expense on a
straight-line basis over the options vesting periods. The Company estimates the grant date fair
value of stock option awards under the provisions of SFAS 123(R) using the Black-Scholes option
valuation model, which requires, among other inputs, an estimate of the Companys fair value of the
underlying common stock on the date of grant.
For the three months ended June 30, 2007 and 2006, the Company recorded stock-based
compensation expense of $420,000 and $210,000, respectively. For the six months ended June 30, 2007
and 2006, the Company recorded stock-based compensation expense of $777,000 and $268,000,
respectively. In future periods, stock-based compensation expense may increase as the Company
issues additional stock-based awards to continue to attract and retain key employees. SFAS 123(R)
also requires that the Company recognize stock-based compensation expense only for the portion of
stock options that are expected to vest, based on the Companys estimated forfeiture rate. If the
actual number of future forfeitures differs from that estimated by management, the Company may be
required to record adjustments to stock-based compensation expense in future periods.
The Company accounts for stock-based compensation arrangements with non-employees in
accordance with SFAS 123 and Emerging Issues Task Force (EITF) No. 96-18, Accounting for Equity
Instruments That Are Issued to Other Than Employees for Acquiring, or in Conjunction with Selling,
Goods or Services, using a fair value approach. The fair value of the stock options granted to
non-employees was estimated using the Black-Scholes option valuation model. This model utilizes the
estimated fair value of the Companys common stock, the contractual term of the option, the
expected volatility of the price of the Companys common stock, risk-free interest rates and the
expected dividend yields of the Companys common stock. Stock-based compensation expense related to
non-employees was $14,000 and $15,000 for the three months ended June 30, 2007 and 2006,
respectively. Stock-based compensation expense related to non-employees was $82,000 and $54,000 for
the six months ended June 30, 2007 and 2006, respectively.
The
Company did not capitalize any stock-based compensation expense and
recorded stock-based compensation expense included in the consolidated
statement of operations for each of the periods presented:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
|
Six Months Ended |
|
|
|
June 30, |
|
|
June 30, |
|
|
|
2007 |
|
|
2006 |
|
|
2007 |
|
|
2006 |
|
|
|
|
|
|
|
(in thousands) |
|
|
|
|
|
Cost of revenue |
|
$ |
16 |
|
|
$ |
3 |
|
|
$ |
20 |
|
|
$ |
3 |
|
Research and development |
|
|
177 |
|
|
|
122 |
|
|
|
315 |
|
|
|
141 |
|
Sales, general and administrative |
|
|
227 |
|
|
|
85 |
|
|
|
442 |
|
|
|
124 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
420 |
|
|
$ |
210 |
|
|
$ |
777 |
|
|
$ |
268 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other Comprehensive Income (Loss)
Comprehensive income (loss) includes all changes in equity that are not the result of
transactions with stockholders. For the three months and six months ended June 30, 2007 and 2006,
there are no components of comprehensive income (loss) which are excluded from the net loss and,
therefore, no separate statement of comprehensive income (loss) has been presented.
Recent Accounting Pronouncements
In September 2006, the FASB issued SFAS No. 157, Fair Value Measurements (SFAS No. 157). The
purpose of SFAS No. 157 is to define fair value, establish a framework for measuring fair value and
enhance disclosures about fair value measurements. The measurement and disclosure requirements are
effective beginning in the first quarter of fiscal 2008. The Company is currently evaluating what
impact, if any, SFAS No. 157 will have on its interim financial reporting.
11
In February 2007, the FASB issued SFAS No. 159, The Fair Value Option for Financial Assets
and Financial Liabilities, which permits entities to choose to measure eligible financial
instruments and certain other items at fair value that are not currently required to be measured at
fair value. Unrealized gains and losses on items for which the fair value option has been elected
are reported in earnings at each subsequent reporting date. SFAS No. 159 is effective for fiscal
years beginning after November 15, 2007. The Company will adopt this pronouncement in the first
quarter of 2008 and is currently evaluating the impact of this pronouncement on the Companys
consolidated results of operations and financial position.
2. Net loss Per Common Share
Basic net loss per common share is calculated using the weighted-average number of common
shares
outstanding during the period that are not subject to vesting provisions. Net loss per common share
assuming dilution is calculated on the basis of the weighted-average number of common shares
outstanding and the dilutive effect of all potentially dilutive securities, including common stock
options, unvested common stock and convertible securities.
The following table sets forth the computation of net loss per share:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
|
Six Months Ended |
|
|
|
June 30, |
|
|
June 30, |
|
(in thousands, except per share data) |
|
2007 |
|
|
2006 |
|
|
2007 |
|
|
2006 |
|
Net loss |
|
$ |
(92 |
) |
|
$ |
(3,089 |
) |
|
$ |
(1,089 |
) |
|
$ |
(6,093 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares used in computing basic and diluted net
loss per common share |
|
|
28,835,471 |
|
|
|
7,997,404 |
|
|
|
18,715,120 |
|
|
|
7,879,754 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss per common share, basic and diluted |
|
$ |
(0.00 |
) |
|
$ |
(0.39 |
) |
|
$ |
(0.06 |
) |
|
$ |
(0.77 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic and diluted net loss per common share were the same for all periods presented as
the impact of all potentially dilutive securities outstanding was anti-dilutive. The following
table presents the potentially dilutive securities outstanding that were excluded from the
computation of diluted net loss per common share for the periods presented because their inclusion
would have had an anti-dilutive effect:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
Six Months Ended |
|
|
June 30, |
|
June 30, |
|
|
2007 |
|
2006 |
|
2007 |
|
2006 |
|
|
|
|
|
Options to purchase common stock |
|
|
3,702,674 |
|
|
|
2,020,892 |
|
|
|
3,493,076 |
|
|
|
2,087,876 |
|
Common stock subject to vesting provisions |
|
|
713,909 |
|
|
|
1,101,447 |
|
|
|
755,240 |
|
|
|
1,056,890 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mandatorily redeemable convertible preferred stock |
|
|
7,454,793 |
|
|
|
21,111,660 |
|
|
|
14,909,585 |
|
|
|
21,101,525 |
|
Warrants to purchase mandatorily redeemable
convertible preferred stock |
|
|
|
|
|
|
312,847 |
|
|
|
|
|
|
|
312,847 |
|
Warrants to purchase common stock |
|
|
102,619 |
|
|
|
|
|
|
|
102,619 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
11,973,995 |
|
|
|
24,546,846 |
|
|
|
19,260,520 |
|
|
|
24,559,138 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3. Inventories
Inventories are stated at the lower of cost (determined using the first-in, first-out method),
or market value (estimated net realizable value) and are comprised of the following:
12
|
|
|
|
|
|
|
|
|
|
|
As of |
|
|
As of |
|
|
|
June 30, 2007 |
|
|
December 31, 2006 |
|
|
|
(In thousands) |
|
Work-in-process |
|
$ |
3,348 |
|
|
$ |
2,069 |
|
Finished goods |
|
|
1,818 |
|
|
|
2,937 |
|
|
|
|
|
|
|
|
|
|
$ |
5,166 |
|
|
$ |
5,006 |
|
|
|
|
|
|
|
|
4. Property and Equipment, net
Property and equipment, net, consisted of the following:
|
|
|
|
|
|
|
|
|
|
|
As of |
|
|
As of |
|
|
|
June 30, 2007 |
|
|
December 31, 2006 |
|
|
|
(in thousands) |
|
Test equipment |
|
$ |
3,359 |
|
|
$ |
1,418 |
|
Software and computer equipment |
|
|
7,567 |
|
|
|
7,178 |
|
Furniture, office equipment and leasehold improvements |
|
|
41 |
|
|
|
40 |
|
Construction-in-progress |
|
|
148 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
11,115 |
|
|
|
8,636 |
|
Less: accumulated depreciation and amortization |
|
|
(5,430 |
) |
|
|
(3,596 |
) |
|
|
|
|
|
|
|
|
|
$ |
5,685 |
|
|
$ |
5,040 |
|
|
|
|
|
|
|
|
Depreciation and amortization expense was $1,012,000 and $589,000 for the three months
ended June 30, 2007 and 2006, respectively, and $1,845,000 and $870,000 for the six months ended
June 30, 2007 and 2006, respectively.
Capital leases included in property and equipment were $3,622,000 at June 30, 2007 and
December 31, 2006, respectively. Amortization expense related to assets recorded under capital
lease was $315,000 for each of the three months ended June 30, 2007 and 2006, respectively, and
$630,000 for each of the six months ended June 30, 2007 and 2006.
5. Intangible Assets, net
Intangible assets consisted of the following:
|
|
|
|
|
|
|
|
|
|
|
As of |
|
|
As of |
|
|
|
June 30, 2007 |
|
|
December 31, 2006 |
|
|
|
(In thousands) |
|
Developed technology |
|
$ |
3,343 |
|
|
$ |
3,343 |
|
Technology license |
|
|
7,818 |
|
|
|
5,544 |
|
|
|
|
|
|
|
|
|
|
|
11,161 |
|
|
|
8,887 |
|
Less: accumulated depreciation & amortization |
|
|
(7,794 |
) |
|
|
(6,985 |
) |
|
|
|
|
|
|
|
|
|
$ |
3,367 |
|
|
$ |
1,902 |
|
|
|
|
|
|
|
|
Amortization expense was $403,000 and $699,000 for the three months ended June 30, 2007
and 2006, respectively, and $799,000 and $1,398,000 for the six months ended June 30, 2007 and
2006, respectively. Amortization expense decreased in the first three and six months in 2007
compared to 2006 due to the completion of amortization of one of the
capitalized licenses in 2006.
13
6. Accrued Expenses and Other Current Liabilities
|
|
|
|
|
|
|
|
|
|
|
As of |
|
|
As of |
|
|
|
June 30, 2007 |
|
|
December 31, 2006 |
|
|
|
(in thousands) |
|
Accrued compensation and related benefit |
|
$ |
919 |
|
|
$ |
851 |
|
Accrued warranty |
|
|
183 |
|
|
|
161 |
|
Refundable deposits related to unvested employee stock option
exercises |
|
|
117 |
|
|
|
173 |
|
Professional fees |
|
|
147 |
|
|
|
583 |
|
Income tax payable |
|
|
180 |
|
|
|
558 |
|
Other |
|
|
501 |
|
|
|
527 |
|
|
|
|
|
|
|
|
|
|
$ |
2,047 |
|
|
$ |
2,853 |
|
|
|
|
|
|
|
|
7. Notes Payable
In October 2005, the Company entered into a loan and security agreement with Silicon Valley
Bank to provide a revolving line of credit for $6.0 million collateralized by eligible receivables
and all of the Companys other assets except intellectual property. Borrowings under the revolving
line of credit bear interest at the banks prime rate plus an applicable margin based on certain
financial ratios of the Company at the borrowing date. The applicable rate of interest under the
revolving line of credit was 10.5% as of December 31, 2006. On January 25, 2007, the Company
entered into a loan modification agreement that extended the term of the existing revolving
line of credit through July 4, 2008.
In October 2005, the Company also entered into a term loan and security agreement (the
October 6, 2005 Term Loan and Security Agreement) with Silicon Valley Bank that provided a $4.0
million term loan line of credit. The credit line was secured by all of the Companys other assets
except intellectual property. Upon entering into the October 6, 2005 Term Loan and Security
Agreement, the Company issued warrants to purchase a total of 27,500 shares of Series D convertible
preferred stock at a price of $6.58 per share.
In June 2006, the Company borrowed $4.0 million against this term loan line of credit.
Concurrently, the Company issued additional warrants to purchase 27,500 shares of Series D
convertible preferred stock at a price of $6.58 per share. On October 24, 2006 the Company entered
into the First Amendment to this term loan and security agreement.
The term loan carried a fixed
interest rate of 10.5% as of December 31, 2006 and
$4.0 million was outstanding under this term
loan. The Company repaid the term loan on May 3, 2007 subsequent to the IPO.
8. Mandatorily Redeemable Convertible Preferred Stock and Stockholders Deficit
Mandatorily Redeemable Convertible Preferred Stock
At
the closing of the IPO in May 2007, all outstanding mandatorily redeemable convertible
preferred stock converted to common stock. The following table sets forth the information about the
mandatorily redeemable convertible preferred stock:
14
|
|
|
|
|
|
|
|
|
|
|
As of June 30, |
|
|
As of December |
|
|
|
2007 |
|
|
31, 2006 |
|
|
|
(in thousands, except share data) |
|
Mandatorily redeemable convertible preferred stock, par value
$0.001 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Series A: 4,349,995 shares authorized; 4,349,989 shares issued and
outstanding at December 31, 2006 and none was issued and
outstanding at June 30, 2007; none and $7,830 liquidation preference |
|
$ |
|
|
|
$ |
7,773 |
|
|
|
|
|
|
|
|
|
|
Series B: 7,612,431 shares authorized; 7,564,448 shares issued and
outstanding at December 31, 2006 and none was issued and
outstanding at June 30, 2007; none and $15,885 liquidation
preference |
|
|
|
|
|
|
16,534 |
|
|
|
|
|
|
|
|
|
|
Series C: 6,206,897 shares authorized; 6,206,892 shares issued and
outstanding at December 31, 2006 and none was issued and
outstanding at June 30, 2007; none and $18,000 liquidation
preference |
|
|
|
|
|
|
17,973 |
|
|
Series D: 4,765,835 shares authorized at December 31, 2006;
4,242,866 shares issued and outstanding at December 31, 2006 and
none was issued and outstanding as of June 30, 2007; none and
$27,908 liquidation preference |
|
|
|
|
|
|
30,157 |
|
|
|
|
|
|
|
|
Total mandatorily redeemable convertible preferred stock |
|
$ |
|
|
|
$ |
72,437 |
|
|
|
|
|
|
|
|
Warrants
Pursuant to the amendment with Silicon Valley Bank and upon closing of the companys IPO in
May 2007, all of the outstanding warrants to purchase
mandatorily redeemable convertible preferred stock converted to
warrants to purchase common stock. The following table
sets forth the warrant liability that was reclassed to common stock paid-in-capital.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Estimated Fair |
|
|
|
|
Number |
|
|
|
|
|
|
|
Value reclassed to |
|
|
|
|
of Shares |
|
|
|
|
|
|
|
Common Stock |
|
|
Series of Convertible |
|
Subject to |
|
|
|
Exercise |
|
warrants upon |
|
Expiration |
Preferred Stock |
|
Warrants |
|
Issue Date |
|
Price |
|
IPO |
|
Date |
B
|
|
|
47,619 |
|
|
November 1, 2002
|
|
$ |
2.10 |
|
|
$ |
568,000 |
|
|
October 31, 2012 |
D
|
|
|
27,500 |
|
|
October 6, 2005
|
|
|
6.58 |
|
|
|
352,000 |
|
|
October 5, 2015 |
D
|
|
|
27,500 |
|
|
June 19, 2006
|
|
|
6.58 |
|
|
|
352,000 |
|
|
October 5, 2015 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
102,619 |
|
|
|
|
|
|
|
|
$ |
1,272,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
On May 1, 2007, the Company signed an amendment with Silicon Valley Bank who held
warrants to purchase 47,619 shares of Series B preferred stock and 17,187 shares of Series D
preferred stock to convert the warrants to common stock warrant. As a result, the fair value of
the warrants at the time of the conversion was $745,000. The remaining warrants to purchase
Series D preferred stock were automatically converted at the closing of the IPO on May 7, 2007.
The fair value of the warrants at the conversion was $527,000.
15
Common Stock
In May 2007, the Company completed its IPO in which the Company sold and issued 7,762,500
shares of common stock, including 1,012,500 shares of the underwriters over-allotment, at an issue
price of $13.50 per share. The Company received gross proceeds of $104.8 million from the IPO, or
approximately $94.8 million in net proceeds after deducting underwriting discounts and
commissions of $7.3 million and other offering costs of $2.7 million. Upon the closing of the IPO,
all shares of mandatorily redeemable convertible preferred stock outstanding automatically
converted into 22,364,378 shares of common stock. As of June 30, 2007 the Company had the following
common stock outstanding:
|
|
|
|
|
Common stock outstanding at December 31, 2006 |
|
|
9,365,600 |
|
Common stock issued in IPO |
|
|
7,762,500 |
|
Conversion of mandatorily redeemable convertible preferred stock
to common stock |
|
|
22,364,378 |
|
Common stock issued in connection with exercises of stock options |
|
|
155,443 |
|
Repurchases of shares of unvested common stock |
|
|
(14,585 |
) |
|
|
|
|
|
Common stock outstanding at June 30, 2007 |
|
|
39,633,336 |
|
|
|
|
|
|
Stock Options and Unvested Common Stock
Upon completion of its IPO in May 2007, the Company adopted the 2007 Stock Incentive Plan (the
Plan), which reserved 5,000,000 shares of the Companys common stock. The Plan provides for the
grant of incentive stock options, nonstatutory stock options, restricted stock awards, restricted
stock unit awards, stock appreciation rights, performance stock awards, and other forms of equity
compensation (collectively, stock awards), and performance cash awards, all of which may be
granted to employees (including officers), directors, and consultants and employees (including
officers) and consultants or affiliates. As of June 30, 2007, no grant has been made under the
Plan.
Under
the Companys 2001 Stock Incentive Plan (2001 plan),
certain employees and directors have the right
to early-exercise unvested stock options, subject to rights held by the Company to repurchase
unvested shares in the event of voluntary or involuntary termination. For options granted prior to
March 2005, the Company has the right to repurchase any such shares at the shares original
purchase price. For options granted after March 2005, the Company has the right to repurchase such
shares at the lower of market value or the original purchase price.
For those options granted prior to March 2005, in accordance with EITF 00-23, Working Group
Work Plan Issues Related to the Accounting for Stock Compensation under APB Opinion No. 25,
Accounting for Stock Issued to Employees, and FASB Interpretation No. 44 Accounting for Certain
Transactions involving Stock Compensation, the Company accounts for cash received in consideration
for the early-exercise of unvested stock options as a current liability, included as a component of
accrued liabilities in the Companys consolidated balance sheets. For those shares issued in
connection with options granted prior to March 2005, there were 225,193 and 377,030 unvested shares
outstanding as of June 30, 2007 and December 31, 2006, respectively, and $117,000 and $173,000
related liabilities, respectively.
Detail related to activity of unvested shares of common stock is as follows:
16
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted- |
|
|
|
|
|
|
Average |
|
|
Number of |
|
Exercise/ |
|
|
Unvested Shares |
|
Purchase |
|
|
Outstanding |
|
Price |
Balance as of December 31, 2006 |
|
|
872,210 |
|
|
$ |
1.63 |
|
Issued |
|
|
68,180 |
|
|
|
5.50 |
|
Vested |
|
|
(149,885 |
) |
|
|
1.23 |
|
Forfeited |
|
|
(14,585 |
) |
|
|
0.71 |
|
|
|
|
|
|
|
|
|
|
Balance as of March 31, 2007 |
|
|
775,920 |
|
|
|
2.06 |
|
Issued |
|
|
12,217 |
|
|
|
6.45 |
|
Vested |
|
|
(133,769 |
) |
|
|
1.11 |
|
Forfeited |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance as of June 30, 2007 |
|
|
654,368 |
|
|
|
2.34 |
|
|
|
|
|
|
|
|
|
|
Detail related to stock option activity is as follows:
|
|
|
|
|
|
|
|
|
|
|
Number of |
|
Exercise |
|
|
Shares |
|
Price |
|
|
Outstanding |
|
per Share |
Balance at December 31, 2006 |
|
|
4,221,404 |
|
|
$ |
2.05 |
|
Options granted |
|
|
361,375 |
|
|
|
8.52 |
|
Options exercised |
|
|
(92,578 |
) |
|
|
4.58 |
|
Options forfeited |
|
|
(75,504 |
) |
|
|
4.62 |
|
|
|
|
|
|
|
|
|
|
Balance as of March 31, 2007 |
|
|
4,414,697 |
|
|
|
2.48 |
|
Options granted |
|
|
|
|
|
|
|
|
Options exercised |
|
|
(62,865 |
) |
|
|
1.92 |
|
Options cancelled |
|
|
(17,195 |
) |
|
|
1.51 |
|
|
|
|
|
|
|
|
|
|
Balance as of June 30, 2007 |
|
|
4,334,637 |
|
|
|
2.49 |
|
|
|
|
|
|
|
|
|
|
The total intrinsic value for options exercised for the three months ended June 30, 2007
and 2006 amounted to $790,000 and $56,000, respectively, and for the six months ended June 30, 2007
and 2006 amounted to $1,154,000 and $455,000, respectively, representing the difference between the
estimated fair value of the Companys common stock at the date of exercise and the exercise price
paid.
The following table summarizes information about stock options outstanding:
17
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted |
|
|
|
|
Number |
|
Average |
|
Weighted |
|
|
Outstanding |
|
Remaining |
|
Average |
Exercise Prices |
|
As of 06/30/07 |
|
Contractual Term |
|
Exercise Price |
$0.19 to 0.20 |
|
|
208,122 |
|
|
|
5.49 |
|
|
$ |
0.20 |
|
0.30 |
|
|
587,555 |
|
|
|
7.09 |
|
|
|
0.30 |
|
0.80 |
|
|
11,000 |
|
|
|
7.46 |
|
|
|
0.80 |
|
1.02 |
|
|
1,149,575 |
|
|
|
8.09 |
|
|
|
1.02 |
|
1.50 |
|
|
65,750 |
|
|
|
8.47 |
|
|
|
1.50 |
|
3.04 |
|
|
1,696,621 |
|
|
|
8.73 |
|
|
|
3.04 |
|
3.74 |
|
|
93,500 |
|
|
|
8.95 |
|
|
|
3.74 |
|
5.42 |
|
|
150,000 |
|
|
|
9.41 |
|
|
|
5.42 |
|
5.52 |
|
|
65,500 |
|
|
|
9.16 |
|
|
|
5.52 |
|
8.52 |
|
|
307,014 |
|
|
|
9.74 |
|
|
|
8.52 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$0.19-8.52 |
|
|
4,334,637 |
|
|
|
8.28 |
|
|
|
2.49 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exercisable |
|
|
1,752,404 |
|
|
|
|
|
|
|
1.52 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Vested and expected to vest |
|
|
4,153,896 |
|
|
|
|
|
|
|
2.44 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The fair value of each employee option grant for the three months ended June 30, 2007 and
2006 under SFAS 123(R) was estimated on the date of grant using the Black-Scholes option pricing
model with the following assumptions.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Three Months |
|
For the Six Months |
|
|
Ended June 30, |
|
Ended June 30, |
|
|
2007 |
|
2006 |
|
2007 |
|
2006 |
Risk-free interest rate |
|
|
N/A |
|
|
|
4.83% |
|
|
|
4.72% |
|
|
|
4.38%5.23% |
|
Expected life |
|
|
N/A |
|
|
|
4 to 5 years |
|
|
|
4 year |
|
|
|
4 to 5 years |
|
Dividend yield |
|
|
N/A |
|
|
None |
|
|
None |
|
|
None |
Volatility |
|
|
N/A |
|
|
|
60% |
|
|
|
55% |
|
|
|
5060% |
|
The Company determined that it was not practical to calculate the volatility of its share
price since the Companys securities were not publicly traded prior to May 2, 2007 and therefore,
there was no readily determinable market value for its stock; it had limited information on its own
past volatility; and the Company is a high-growth technology company whose future operating results
are not comparable to its prior operating results. Therefore, the Company estimated its expected
volatility based on reported market value data for a group of publicly traded companies, which it
selected from certain market indices, that the Company believed was relatively comparable after
consideration of their size, stage of life cycle, profitability, growth, and risk and return on
investment. The Company used the average expected volatility rates reported by the comparable group
for an expected term that approximated the expected term estimated by the Company, or a less period
equal to the full history of the comparable company if less than the expected life.
The estimated weighted-average grant date fair value of options granted for the three months
ended June 30, 2007 and 2006 was $0 and $2.48, respectively, and the weighted-average grant date
fair value of options granted for the six months ended June 30, 2007 and 2006 was $5.93 and $1.98,
respectively.
9. Current and Deferred Income Taxes
For the three and six months ended June 30, 2007 and 2006, the provision for income taxes was
based on the estimated annual effective tax rate in compliance with SFAS 109 and other related
guidance. The Company updates its estimate of its annual effective tax rate at the end of each
quarterly period. The estimate takes into account estimations of annual pre-tax income, the
geographic mix of pre-tax income and interpretations of tax laws and the possible outcomes of
current and future audits.
The following table presents the provision and benefit for income taxes and the effective
tax rates for the three and six months ended June 30, 2007 and 2006:
18
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
|
Six Months Ended |
|
|
|
June 30, |
|
|
June 30, |
|
|
|
(in thousands) |
|
|
(in thousands) |
|
|
|
2007 |
|
|
2006 |
|
|
2007 |
|
|
2006 |
|
Loss before income taxes |
|
$ |
(58 |
) |
|
$ |
(3,089 |
) |
|
$ |
(998 |
) |
|
$ |
(6,091 |
) |
Income tax provision |
|
|
34 |
|
|
|
|
|
|
|
91 |
|
|
|
2 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Effective tax rate |
|
|
58.6 |
% |
|
|
0 |
% |
|
|
9.1 |
% |
|
|
0 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
The provision for income taxes for the three and six months ended June 30, 2007 of $34,000 and
$91,000 related principally to the federal alternative minimum tax,
international taxes and state income taxes. The
difference between the provision for income that would be derived by applying the statutory rate to
income before tax for the three months and six months ended June 30, 2007 and the provision
actually recorded was due to the impact of non-deductible SFAS 123R stock option compensation
expenses and warrant expenses offset by the benefit from net operating loss carryforwards.
The Company is in the process of expanding its international operations and staff to better
support the expansion into international markets. This expansion includes the implementation of an
international structure that includes, among other things, a research and development cost-sharing
arrangement, certain licenses and other contractual arrangements
between the Company and its wholly-owned
domestic and foreign subsidiaries. The Companys foreign subsidiaries have acquired certain rights
to sell the existing intellectual property and intellectual property that will be developed or
licensed in the future. The existing rights were transferred for an initial payment. As a result of
these changes and an expanding customer base in Asia, the Company expects that an increasing
percentage of its consolidated pre-tax income will be derived from, and reinvested in, its Asian
operations. The Company anticipates that this pre-tax income will be subject to foreign tax at
relatively lower tax rates when compared to the U.S. federal statutory tax rate and as a
consequence, the Companys effective income tax rate is expected to be lower than the U.S. federal statutory
rate.
As a result of the implementation of FIN 48, the Company did not recognize any adjustment to
the liability for uncertain tax positions and therefore did not record any adjustment to the
beginning balance of retained earnings on the consolidated balance sheet. As of the date of
adoption, the Company recorded a
$3.1 million reduction to deferred tax assets for unrecognized tax benefits, all of which is
currently offset by a full valuation allowance and therefore did not record any adjustment to the
beginning balance of retained earnings on the balance sheet. As of January 1, 2007 and June 30,
2007, the Company had $3.1 million and $3.2 million, respectively of unrecognized tax benefits,
which is netted against deferred tax assets and is fully offset by a valuation allowance. The
unrecognized tax benefit increased by approximately $67,000.
The Company files income tax returns in the U.S. federal jurisdiction, California and various
state and foreign tax jurisdictions in which it has a subsidiary or branch operation. The United
States federal corporation income tax returns beginning with the 2000 tax year remain subject to
examination by the IRS. The California corporation income tax returns beginning with the 2000 tax
year remain subject to examination by the California Franchise Tax Board. The Companys policy is
to recognize interest and penalties accrued on any unrecognized tax benefits as a component of
income tax expense. As of the date of adoption of FIN 48, it did not have any accrued interest or
penalties associated with any unrecognized tax benefits. Although timing of the resolution and/or
closure on audits is highly uncertain, the Company does not believe it is reasonably possible that
the unrecognized tax benefits would materially change in the next 12 months.
10. Retirement Plan
The Company has established a defined contribution savings plan under Section 401(k) of the
Internal Revenue Code. This plan covers substantially all employees who meet minimum age and
service requirements and allows participants to defer a portion of their annual compensation on a
pre-tax basis. Company contributions to the plan may be made at the discretion of the board of
directors. Through June 30, 2007, the Company has not made any contributions to the plan.
19
11. Segment Information
SFAS No. 131, Disclosures About Segments of an Enterprise and Related Information, establishes
standards for reporting information about operating segments. Operating segments are defined as
components of an enterprise for which separate financial information is available and evaluated
regularly by the chief operating decision-maker, or decision-making group, in deciding how to
allocate resources and in assessing performance. The Company is organized as, and operates in, one
reportable segment: the development and sale of semiconductor processor solutions for
next-generation intelligent networking equipment. The chief operating decision-maker is the Chief
Executive Officer. The Companys Chief Executive Officer reviews financial information presented on
a consolidated basis, accompanied by information about revenue by customer and geographic region,
for purposes of evaluating financial performance and allocating resources. The Company and its
Chief Executive Officer evaluate performance based primarily on revenue to the customers and in the
geographic locations in which the Company operates. Revenue is attributed by geographic location
based on the bill-to location of customer. The Companys assets are primarily located in the United
States of America and not allocated to any specific region. Therefore, geographic information is
presented only for total revenue. Substantially all of the Companys long-lived assets are located
in the United States of America.
The
following table is based on the geographic location of the OEMs or the distributors who purchased its products. For sales to the distributors, their
geographic location may be different from the geographic locations of the ultimate end users. Sales
by geography for the periods indicated were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended |
|
|
Six months ended |
|
|
|
June 30, |
|
|
June 30, |
|
|
|
2007 |
|
|
2006 |
|
|
2007 |
|
|
2006 |
|
|
|
|
|
|
|
(In thousands) (unaudited) |
|
|
|
|
|
United States |
|
$ |
7,955 |
|
|
$ |
4,762 |
|
|
$ |
14,728 |
|
|
$ |
8,849 |
|
Taiwan |
|
|
2,170 |
|
|
|
1,610 |
|
|
|
4,595 |
|
|
|
3,095 |
|
Japan |
|
|
725 |
|
|
|
751 |
|
|
|
1,514 |
|
|
|
1,327 |
|
Other countries |
|
|
1,816 |
|
|
|
976 |
|
|
|
2,970 |
|
|
|
1,877 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
12,666 |
|
|
$ |
8,099 |
|
|
$ |
23,807 |
|
|
$ |
15,148 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
12. Commitments and Contingencies
The Company leases its facilities under non-cancelable operating leases, which contain renewal
options and escalation clauses, and expire through May 2012. The Company also acquires certain
assets under capital leases.
Minimum commitments under non-cancelable capital and operating lease agreements as of June 30,
2007 were as follows:
20
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Capital lease |
|
|
|
|
|
|
|
|
|
|
|
|
and technology |
|
|
|
|
|
|
|
|
|
|
|
|
license |
|
|
Purchase |
|
|
Operating |
|
|
|
|
|
|
obligations |
|
|
commitment |
|
|
leases |
|
|
Total |
|
|
|
(in thousands) |
|
as of end of Q2 2007 |
|
$ |
1,718 |
|
|
$ |
154 |
|
|
$ |
528 |
|
|
$ |
2,400 |
|
2008 |
|
|
2,498 |
|
|
|
690 |
|
|
|
659 |
|
|
|
3,847 |
|
2009 |
|
|
|
|
|
|
|
|
|
|
90 |
|
|
|
90 |
|
2010 |
|
|
|
|
|
|
|
|
|
|
44 |
|
|
|
44 |
|
2011 |
|
|
|
|
|
|
|
|
|
|
44 |
|
|
|
44 |
|
Thereafter |
|
|
|
|
|
|
|
|
|
|
23 |
|
|
|
23 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
4,216 |
|
|
$ |
844 |
|
|
$ |
1,388 |
|
|
$ |
6,448 |
|
Less:
Interest components |
|
|
(255 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Present value of minimum lease payment |
|
|
3,961 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Less: current portion |
|
|
(2,844 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Long-term portion of obligations |
|
$ |
1,117 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Rent expense incurred under operating leases was $240,000 and $187,000 for the three
months ended June 30, 2007 and 2006, respectively, and $464,000 and $376,000 for the six months
ended June 30, 2007 and 2006, respectively.
The Company is not currently a party to any legal proceedings that management believes would
have a material adverse effect on the consolidated financial position, results of operations or
cash flows of the Company.
The technology license obligations include future cash payments payable primarily for two
license agreements with outside vendors. One of the license agreements is for electronic design
automation software which is used in the design of the Companys products. There are no additional
payments called for under this arrangement beyond the amount capitalized. The second license
agreement includes a non-exclusive, non-transferable right to develop multiple licensed MIPS cores
that implement the MIPS architecture. This second license agreement requires the Company to pay
$1.9 million after the completion of its IPO for an automatic two-year extension of the license. As
of June 30, 2007, $350,000 was paid, and the balance is accrued and the Company has calculated the
net present value of the cash payments and recorded as technology license.
The Company has a purchase agreement with Synopsis to purchase certain IP which is to be used
for the Companys future products. The Company has an agreement to pay $1.15 million over the two-year period for various IP, for which $306,000 has already been paid to purchase certain IP as of
June 30, 2007.
21
Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of
Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange
Act of 1934, as amended, which are subject to the safe harbor created by those sections.
Forward-looking statements are based on our managements beliefs and assumptions and on information
currently available to our management. In some cases, you can identify forward-looking statements
by terms such as may, will, should, could, would, expect, plan, anticipate,
believe, estimate, project, predict, potential and similar expressions intended to
identify forward-looking statements. These statements involve known and unknown risks,
uncertainties and other factors, which may cause our actual results, performance, time frames or
achievements to be materially different from any future results, performance, time frames or
achievements expressed or implied by the forward-looking statements. We discuss many of these
risks, uncertainties and other factors in this Quarterly Report on Form 10-Q in greater detail
under the heading Risk Factors. Given these risks, uncertainties and other factors, you should
not place undue reliance on these forward-looking statements. Also, these forward-looking
statements represent our estimates and assumptions only as of the date of this filing. You should
read this Quarterly Report on Form 10-Q completely and with the understanding that our actual
future results may be materially different from what we expect. We hereby qualify our
forward-looking statements by these cautionary statements. Except as required by law, we assume no
obligation to update these forward-looking statements publicly, or to update the reasons actual
results could differ materially from those anticipated in these forward-looking statements, even if
new information becomes available in the future.
Overview
We are a provider of highly integrated semiconductor products that enable intelligent
processing for networking, communications and security applications. We market and sell our
products to providers of networking equipment that sell their products into the enterprise network,
data center, broadband and consumer, and access and service provider markets. Our products are used
in a broad array of networking equipment, including routers, switches, content-aware switches,
unified threat management, or UTM and other security appliances, application-aware gateways,
voice/video/data, or triple-play, gateways, wireless local area network, or WLAN and
third-generation, or 3G access and aggregation devices, storage networking equipment, servers and
intelligent network interface cards. We focus our resources on the design, sales and marketing of
our products, and outsource the manufacturing of our products.
From our incorporation in 2000 through 2003, we were primarily engaged in the design and
development of our first processor family, NITROX, which we began shipping commercially in 2003. In
2004, we introduced and commenced commercial shipments of NITROX Soho. In 2006, we commenced our
first commercial shipments of our OCTEON family of multi-core MIPS64 processors. In addition, we
introduced a number of new products within all three of these product families in 2006. Since
inception, we have invested heavily in new product development and have not yet achieved
profitability on a quarterly or annual basis. Our revenue has grown from approximately $7.4 million
in 2004 to approximately $34.2 million in 2006 and approximately $23.8 million in the first six
months of 2007, driven primarily by demand in the enterprise network and data center markets. We
expect sales of our products for use in the enterprise network and data center markets to continue
to represent a substantial portion of our revenue in the foreseeable future.
We primarily sell our products to OEMs, either directly or through their contract
manufacturers. Contract manufacturers purchase our products only when an OEM incorporates our
product into the OEMs product, not as commercial off-the-shelf products. Our customers products
are complex and require significant time to define, design and ramp to volume production.
Accordingly, our sales cycle is long. This cycle begins with our technical marketing, sales and
field application engineers engaging with our customers system designers and management, which is
typically a multi-month process. If we are successful, a customer will decide to incorporate our
product in its product, which we refer to as a design win. Because the sales cycles for our
products are long, we incur expenses to develop and sell our products, regardless of whether we
achieve the design win and well in advance of generating revenue, if any, from those expenditures.
We do not have long-term purchase commitments from any of our customers, as sales
22
of our products are generally made under individual purchase orders. However, once one of our
products is incorporated into a customers design, it is likely to remain designed in for the life
cycle of its product. We believe this to be the case because a redesign would generally be time
consuming and expensive. We have experienced revenue growth due to an increase in the number of our
products, an expansion of our customer base, an increase in the number of average design wins
within any one customer and an increase in the average revenue per design win.
Key Business Metrics
Design Wins. We closely monitor design wins by customer and end market on a periodic basis.
We consider design wins to be a key ingredient in our future success, although the revenue
generated by each design can vary significantly. Our long-term sales expectations are based on
internal forecasts from specific customer design wins based upon the expected time to market for
end customer products deploying our products and associated revenue potential.
Pricing and Margins. Pricing and margins depend on the features of the products we provide to
our customers. In general, products with more complex configurations and higher performance tend to
be priced higher and have higher gross margins. These configurations tend to be used in high
performance applications that are focused on the enterprise network, data center, and access and
service provider markets. We tend to experience price decreases over the life cycle of our
products, which can vary by market and application. In general, we experience less pricing
volatility with customers that sell to the enterprise and data center markets.
Sales Volume. A typical design win can generate a wide range of sales volumes for our
products, depending on the end market demand for our customers products. This can depend on
several factors, including the reputation, market penetration, the size of the end market that the
product addresses, and the marketing and sales effectiveness of our
customers. In general, our
customers with greater market penetration and better branding tend to develop products that
generate larger volumes over the product life cycle. In addition, some markets generate large
volumes if the end market product is adopted by the mass market.
Customer Product Life Cycle. We typically commence commercial shipments from nine months to
three years following the design win. Once our product is in production, revenue from a particular
customer may continue for several years. We estimate our customers product life cycles based on
the customer, type of product and end market. In general, products that go into the enterprise
network and data center take longer to reach volume production but tend to have longer lives.
Products for other markets, such as broadband and consumer, tend to ramp relatively quickly, but
generally have shorter life cycles. We estimate these life cycles based on our managements
experience with providers of networking equipment and the semiconductor market as a whole.
Results of Operations
Three and Six Months Ended June 30, 2007 and 2006
Revenue. Our revenue consists primarily of sales of our semiconductor products to providers
of networking equipment and their contract manufacturers and through distributors. Initial sales of
our products for a new design are usually made directly to providers of networking equipment as
they design and develop their product. Once their design enters production, they often outsource
their manufacturing to contract manufacturers that purchase our products directly from us or from
our distributors. We price our products based on market and competitive conditions and periodically
reduce the price of our products, as market and competitive conditions change, and as manufacturing
costs are reduced. We do not experience different margins on direct sales to providers of
networking equipment and indirect sales through contract manufacturers because in all cases we
negotiate product pricing directly with the providers of networking equipment. To date, all of our
revenue has been denominated in U.S. dollars.
We also derive revenue in the form of license and maintenance fees through licensing our
software products which help our customers build products around our systems-on-a-chip, or SoCs in
a more time and cost efficient manner. Revenue from such arrangements totaled $265,000 and $116,000
for the three months ended June 30, 2007 and 2006, respectively,
and $583,000 and $374,000 for the six months ended June 30, 2007 and
2006, respectively.
23
Our customers representing greater than 10% of revenue for each of the periods were:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the three months |
|
For the six months |
|
|
ended June 30, |
|
ended June 30, |
|
|
2007 |
|
2006 |
|
2007 |
|
2006 |
Percentage of total revenue |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cisco |
|
|
24 |
% |
|
|
19 |
% |
|
|
23 |
% |
|
|
16 |
% |
F5 Networks |
|
|
20 |
% |
|
|
23 |
% |
|
|
20 |
% |
|
|
22 |
% |
All other customers |
|
|
56 |
% |
|
|
58 |
% |
|
|
57 |
% |
|
|
62 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
100 |
% |
|
|
100 |
% |
|
|
100 |
% |
|
|
100 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Our distributors are used primarily to support international sale logistics in Asia,
including importation and credit management. Total revenue through distributors were $2.4 million
and $2.7 million for the three months ended June 30, 2007 and 2006, respectively, which accounted
for 18.8% and 32.8% of revenue, respectively, and $5.7 million and $4.9 million for the six months
ended June 30, 2007 and 2006, respectively, which accounted for 23.9% and 32.0% of revenue,
respectively. While we have purchase agreements with our distributors, the distributors do not have
long-term contracts with any of the equipment providers. Our distributor agreements limit the
distributors ability to return product up to a portion of purchases in the preceding quarter.
Given our experience, along with our distributors limited contractual return rights, we believe we
can reasonably estimate expected returns from our distributors. Accordingly, we recognize sales
through distributors at the time of shipment, reduced by our estimate of expected returns.
The following table is based on the geographic location of the original equipment
manufacturers or the distributors who purchased our products. For sales to our distributors, their
geographic location may be different from the geographic locations of the ultimate end customers.
Revenue by geography for the periods indicated were:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended |
|
|
Six months ended |
|
|
|
June 30, |
|
|
June 30, |
|
|
|
2007 |
|
|
2006 |
|
|
2007 |
|
|
2006 |
|
|
|
|
|
|
|
(In thousands) |
|
|
|
|
|
United States |
|
$ |
7,955 |
|
|
$ |
4,762 |
|
|
$ |
14,728 |
|
|
$ |
8,849 |
|
Taiwan |
|
|
2,170 |
|
|
|
1,610 |
|
|
|
4,595 |
|
|
|
3,095 |
|
Japan |
|
|
725 |
|
|
|
751 |
|
|
|
1,514 |
|
|
|
1,327 |
|
Other countries |
|
|
1,816 |
|
|
|
976 |
|
|
|
2,970 |
|
|
|
1,877 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
12,666 |
|
|
$ |
8,099 |
|
|
$ |
23,807 |
|
|
$ |
15,148 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of Revenue and Gross Margin. We outsource wafer fabrication, assembly and test
functions of our products. A significant portion of our cost of revenue consists of payments for
the purchase of wafers and for assembly and test services. To a lesser extent, cost of revenue
includes expenses relating to our internal operations that manage our contractors, the cost of
shipping and logistics, royalties, inventory valuation charges taken for excess and obsolete
inventories, warranty costs and changes in product cost due to changes in sort, assembly and test
yields. In general, our cost of revenue associated with a particular product declines over time as
a result of yield improvements, primarily associated with design and test enhancements.
We use third-party foundries and assembly and test contractors, which are primarily located in
Asia, to manufacture, assemble and test our semiconductor products. We purchase processed wafers on
a per wafer basis from our fabrication suppliers, which are currently TSMC and UMC. We also
outsource the sort, assembly, final testing and other processing of our product to third-party
contractors, primarily ASE and ISE. We negotiate wafer fabrication on a purchase order basis and do
not have long-term agreements with any of our third-party contractors. A significant disruption in
the operations of one or more of these contractors would impact the production of our products
which could have a material adverse effect on our business, financial condition and results of
operations.
24
Cost of revenue also includes amortized costs related to certain acquired technology assets in
2004 and 2005. In August 2004, we acquired certain assets of Brecis Communications Corporation,
which
included the purchase of its secure communication processor product line. We capitalized a
total of $2.3 million of developed technology and are amortizing that amount on a straight-line
basis over the expected useful life of three years. In April 2005, we acquired Menlo Logic, LLC,
which included the purchase of technology used for secure communication. We capitalized a total of
$1.1 million of developed technology and are amortizing that amount on a straight-line basis over
the expected useful life of three years. The total estimated purchase price was allocated to tangible and
identifiable intangible assets and liabilities assumed based on their estimated fair value. The
total intangible assets amortization expense included in cost of revenue was $279,000 for each of
the three months ended June 30, 2007 and 2006, and $558,000 for each of the six months ended June
30, 2007 and 2006.
In addition, we incur costs for the fabrication of masks used by our contract manufacturers to
manufacture wafers that incorporate our products. The cost of fabrication mask sets are expected to
increase as we transition from a 130-nanometer to a 90-nanometer process in our next-generation
products beginning in 2007. During the three months ended June 30,
2007 and 2006, we capitalized $1,204,000 and $0 of mask costs,
respectively. During the six months ended June 30, 2007 and 2006, we capitalized
$1,731,000 and $0 of mask costs, respectively. As our product processes continue to mature and as
we develop more history and experience, we expect that, in the future, a greater percentage of mask
costs will be used directly for production manufacturing and will be capitalized. We amortized the
cost of fabrication masks that we reasonably expect to use for production manufacturing. We
amortized those costs over a 12-month period and include them in cost of revenue. The balance of
capitalized mask costs at June 30, 2007 was $1,582,000. As our products mature and there is
increasing assurance that any particular product design will likely go into production, we
anticipate that a larger percentage of our total mask costs will be capitalized and amortized to
cost of revenue.
Our revenue, cost of revenue, gross profit and gross margin for the three months and six
months ended June 30, 2007 and 2006 were:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the three months |
|
|
|
|
|
|
|
|
|
|
For the six months ended |
|
|
|
|
|
|
|
|
|
ended June 30, |
|
|
|
|
|
|
|
|
|
|
June 30, |
|
|
|
|
|
|
|
|
|
2007 |
|
|
2006 |
|
|
change |
|
|
% change |
|
|
2007 |
|
|
2006 |
|
|
change |
|
|
% change |
|
|
|
(In thousands) |
|
|
(In thousands) |
|
Revenue |
|
$ |
12,666 |
|
|
$ |
8,099 |
|
|
$ |
4,567 |
|
|
|
56.4 |
% |
|
$ |
23,807 |
|
|
$ |
15,148 |
|
|
$ |
8,659 |
|
|
|
57.2 |
% |
Cost of revenue |
|
|
4,698 |
|
|
|
3,135 |
|
|
|
1,563 |
|
|
|
49.9 |
% |
|
|
8,880 |
|
|
|
5,757 |
|
|
|
3,123 |
|
|
|
54.2 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross Profit |
|
$ |
7,968 |
|
|
$ |
4,964 |
|
|
$ |
3,004 |
|
|
|
60.5 |
% |
|
$ |
14,927 |
|
|
$ |
9,391 |
|
|
$ |
5,536 |
|
|
|
59.0 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross Margin |
|
|
62.9 |
% |
|
|
61.3 |
% |
|
|
1.6 |
% |
|
|
2.6 |
% |
|
|
62.7 |
% |
|
|
62.0 |
% |
|
|
0.7 |
% |
|
|
1.1 |
% |
Our gross margin has been and will continue to be affected by a variety of factors,
including average sales prices of our products, the product mix, the timing of cost reductions for
fabricated wafers and assembly and test service costs, inventory valuation charges and the timing
and changes in sort, assembly and test yields. Overall product margin is impacted by the mix
between higher performance, higher margin products and lower performance, lower margin products. In
addition, we typically experience lower yields and higher associated costs on new products, which
improve as production volumes increase.
Three Months and Six Months Ended June 30, 2007 Compared to the Three Months and Six Months
Ended June 30, 2006: Revenue. Our revenue was $12.7 million and $23.8 million in the three months
and six months ended June 30, 2007, respectively, as compared to $8.1 million and $15.1 million in
the three months and six month ended June 30, 2006, an increase of 56.4% and 57.2%, respectively.
The majority of the increase is related to an increase in sales of
$4.0 million and $7.7 million,
respectively, in the three months and six months ended June 30, 2007, to existing customers, which
were primarily a result of new design wins reaching commercial production. In the three months
and six months ended June 30, 2007 and 2006, a substantial majority of our sales were to customers
that sell into the enterprise network and data center markets. In the three months and six months
ended June 30, 2007 we derived 18.8% and 23.9% of our revenue from indirect channels compared to
32.8% and 32.0% in the three months and six months ended June 30, 2006.
25
Three Months and Six Months Ended June 30, 2007 Compared to the Three Months and Six Months
Ended June 30, 2006: Gross Margin. Gross margin increased 1.6 percentage points and 0.7 percentage
points to 62.9 % and 62.7% in the three months and six months ended June 30, 2007 from 61.3% and
62.0% in the three months and six months ended June 30, 2006. The increase in gross margin in the
three months and six months ended June 30, 2007 compared to the three months and six months ended
June 30, 2006 were primarily due to a slight shift in product mix to more complex, higher
performance products,
and manufacturing cost improvements made during 2006 due to lower unit wafer costs, and
assembly and test costs.
Research and Development Expenses
Research and development expenses primarily include personnel costs, the cost of fabrication
masks for prototype products, MIPS architecture license fees, engineering design development
software and hardware tools, allocated facilities expenses and depreciation of equipment used in
research and development and, stock-based compensation under SFAS 123(R).
The cost of masks used for development purposes are expensed to research and development. We
expensed total development fabrication mask costs of $0 and $592,000 for the three months ended
June 30, 2007 and 2006, respectively, and $0 and $1,236,000 for the six months ended June 30, 2007
and 2006, respectively. As our product processes continue to mature and as we develop more history
and experience, we expect that, in the future, a lesser percentage of mask costs will be expensed
to research and development and more will be used directly for production manufacturing and as a
result expensed to cost of revenue.
We expect research and development expenses to continue to increase in total dollars although
we expect these expenses to generally decrease as a percentage of revenue. Additionally, as a
percentage of revenue, these costs fluctuate from one period to another. Total research and
development expenses for the three months and six months ended June 30, 2007 and 2006 were:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the three months |
|
|
|
|
|
|
|
|
|
For the six months ended |
|
|
|
|
|
|
ended June 30, |
|
|
|
|
|
|
|
|
|
June 30, |
|
|
|
|
|
|
2007 |
|
2006 |
|
change |
|
% change |
|
2007 |
|
2006 |
|
change |
|
% change |
|
|
(In thousands) |
|
(In thousands) |
Research and
development expenses |
|
$ |
4,721 |
|
|
$ |
4,939 |
|
|
$ |
(218 |
) |
|
|
-4.4 |
% |
|
$ |
9,047 |
|
|
$ |
10,059 |
|
|
$ |
(1,012) |
|
|
-10.1% |
Percent of total revenue |
|
|
37.3 |
% |
|
|
61.0 |
% |
|
|
-23.7 |
% |
|
|
-38.9 |
% |
|
|
38.0 |
% |
|
|
66.4 |
% |
|
|
-28.4% |
|
|
-42.8% |
Three Months and Six Months Ended June 30, 2007 Compared to the Three Months and Six
Months Ended June 30, 2006: Research and development expenses decreased by $0.2 million and $1.0
million, or 4.4% and 10.1% to $4.7 million and $9.0 million in the three months and six months
ended June 30, 2007 from $4.9 million and $10.1 million in the three months and six months ended
June 30, 2006. The decrease in expense was primarily due to a reduction in the amount of
fabrication mask costs expensed to research and development. The cost of masks used for development
purposes are expensed to research and development. Such amounts totaled $0 in the three months and
six months ended June 30, 2007, and $0.6 million and $1.2 million in the three months and six
months ended June 30, 2006, respectively. We capitalize the costs of fabrication mask that are
reasonably expected to be used during production manufacturing. Such amounts are included within
property and equipment and depreciated to cost of revenue over a period of twelve months. Such
amounts totaled $1,204,000 and $1,731,000 during the three months and six months ended June 30,
2007, respectively, and $0 for the three months and six months ended June 30, 2006. The decrease is
partially offset by the increase in payroll costs. Research and development headcount increased to
114 at the end of June 2007 from 97 at the end of June 2006.
Sales, General and Administrative Expenses
Sales, general and administrative expenses primarily include personnel costs, accounting and
legal fees, information systems, sales commissions, trade shows, marketing programs, depreciation,
allocated facilities expenses and stock-based compensation under SFAS 123(R). We plan to continue
to increase hiring of our sales and marketing organization to enable us to expand into existing and
new markets. We
26
also plan to continue to invest in expanding our domestic and international sales
and marketing activities and building brand awareness. We incurred significant additional,
accounting and legal compliance costs as well as additional insurance, and investor relations and
other costs associated with being a public company. We expect sales, general and administrative
expenses to increase significantly in absolute dollars and to generally decrease as a percentage of
revenue in the future due to our expected growth and economies of scale. Total sales, general and
administrative costs for the three months and six months ended June 30, 2007 and 2006 were:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the three months |
|
|
|
|
|
|
|
|
|
For the six months ended |
|
|
|
|
|
|
ended June 30, |
|
|
|
|
|
|
|
|
|
June 30, |
|
|
|
|
|
|
2007 |
|
2006 |
|
change |
|
% change |
|
2007 |
|
2006 |
|
change |
|
% change |
|
|
(In thousands) |
|
(In thousands) |
Sales , general and
administrative |
|
$ |
3,482 |
|
|
$ |
2,799 |
|
|
$ |
683 |
|
|
|
24.4 |
% |
|
$ |
6,691 |
|
|
$ |
4,953 |
|
|
$ |
1,738 |
|
|
|
35.1 |
% |
Percent of total revenue |
|
|
27.5 |
% |
|
|
34.6 |
% |
|
|
-7.1 |
% |
|
|
-20.5 |
% |
|
|
28.1 |
% |
|
|
32.7 |
% |
|
|
-4.6 |
% |
|
|
-14.0 |
% |
Three Months and Six Months Ended June 30, 2007 Compared to the Three Months and Six
Months Ended June 30, 2006: Sales, general and administrative expenses increased $0.7 million and
$1.7 million, or 24.4% and 35.1% to $3.5 million and $6.7 million in the three months and six
months ended June 30, 2007 from $2.8 million and
$5.0 million in the three months and six months ended June
30, 2006. Of the $0.7 million and $1.7 million increase, salaries, benefits and commissions
accounted for $0.6 million and $1.0 million, respectively, and stock-based compensation expense accounted for
$0.1 million and $0.3 million, respectively, for the three months and six
months ended June 30, 2007 and 2006. Marketing programs, accounting, legal fees and other services
accounted for $0.5 million in the six months ended June 30, 2007 due to the implementation of
internal systems and other costs associated with being a public company. Sales, general and
administrative headcount increased to 55 at the end of June 2007 from 42 at the end of June 2006.
Other Income (Expense), Net. Other income (expense), net primarily includes interest income
on cash and cash equivalents and interest expense on our
outstanding debt. It also includes adjustments we made to record our preferred stock warrants at
fair value in accordance with FSP 150-5. These warrants have converted into warrants to purchase
shares of our common stock in May 2007 and as a result, are not expected to result in future
warrant revaluation expenses after the quarter ended June 30, 2007.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the three months |
|
|
|
|
|
|
|
|
|
|
For the six months ended |
|
|
|
|
|
|
|
|
|
ended June 30, |
|
|
|
|
|
|
|
|
|
|
June 30, |
|
|
|
|
|
|
|
|
|
2007 |
|
|
2006 |
|
|
change |
|
|
% change |
|
|
2007 |
|
|
2006 |
|
|
change |
|
|
% change |
|
|
|
|
|
|
|
(In thousands) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(In thousands) |
|
|
|
|
|
|
|
|
|
Interest income and
other |
|
$ |
817 |
|
|
$ |
36 |
|
|
$ |
781 |
|
|
|
2169.4 |
% |
|
$ |
886 |
|
|
$ |
117 |
|
|
$ |
769 |
|
|
|
657.3 |
% |
Interest expense |
|
|
(291 |
) |
|
|
(199 |
) |
|
|
(92 |
) |
|
|
46.2 |
% |
|
|
(499 |
) |
|
|
(284 |
) |
|
|
(215 |
) |
|
|
75.7 |
% |
Warrant revaluation
expense |
|
|
(349 |
) |
|
|
(152 |
) |
|
|
(197 |
) |
|
|
129.6 |
% |
|
|
(574 |
) |
|
|
(303 |
) |
|
|
(271 |
) |
|
|
89.4 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total other income
(expense), net |
|
|
177 |
|
|
|
(315 |
) |
|
|
492 |
|
|
|
-156.2 |
% |
|
|
(187 |
) |
|
|
(470 |
) |
|
|
283 |
|
|
|
-60.2 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months and Six Months Ended June 30, 2007 Compared to the Three Months and Six
Months Ended June 30, 2006: Other income (expense), net increased in the three months and six
months ended June 30, 2007 due primarily to the increase in
interest income as a result of higher cash balances, offset by warrant
revaluation expenses recognized to record our preferred stock warrants at fair value and interest
expense attributable to the $4.0 million drawn against a term
loan line of credit. This term loan line of credit was paid off on
May 3, 2007.
Income
Tax Expense. For the three and six months ended June 30, 2007 and 2006, the
provision for income taxes was based on our estimated annual effective tax rate in compliance with
SFAS 109 and other related guidance. We update our estimate of our annual effective tax rate at the
end of each quarterly period. Our estimate takes into account estimations of annual pre-tax income,
the geographic mix of pre-tax income and our interpretations of tax laws and the possible outcomes
of current and future audits.
27
The following table presents the provision and benefit for income taxes and the effective
tax rates for the three and six months ended June 30, 2007 and 2006:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
|
Six Months Ended |
|
|
|
June 30, |
|
|
June 30, |
|
|
|
(in thousands) |
|
|
(in thousands) |
|
|
|
2007 |
|
|
2006 |
|
|
2007 |
|
|
2006 |
|
Loss before income taxes |
|
$ |
(58 |
) |
|
$ |
(3,089 |
) |
|
$ |
(998 |
) |
|
$ |
(6,091 |
) |
Income tax expense |
|
|
34 |
|
|
|
|
|
|
|
91 |
|
|
|
2 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Effective tax rate |
|
|
58.6 |
% |
|
|
0 |
% |
|
|
9.1 |
% |
|
|
0 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
The provision for income taxes for the three and six months ended June 30, 2007 of $34,000 and
$91,000 related principally to the federal alternative minimum tax,
international taxes and state income taxes. The
difference between the provision for income that would be derived by applying the statutory rate to
our income before tax for the three months and six months ended June 30, 2007 and the provision
actually recorded was due to the impact of non-deductible SFAS 123R stock option compensation
expenses and warrant expenses offset by the benefit from net operating loss carryforwards.
We are in the process of expanding our international operations and staff to better support
our expansion into international markets. This expansion includes the implementation of an
international structure that includes, among other things, a research and development cost-sharing
arrangement, certain licenses and other contractual arrangements between us and our wholly-owned
domestic and foreign subsidiaries. Our foreign subsidiaries have acquired certain rights to use our
existing intellectual property and intellectual property that we develop or license in the future.
The existing rights were transferred for an initial payment. As a result of these changes and an
expanding customer base in Asia, we expect that an increasing percentage of our consolidated
pre-tax income will be derived from, and reinvested in, our international operations. We anticipate
that this pre-tax income will be subject to foreign tax at relatively lower tax rates when compared
to the U.S. federal statutory tax rate and as a consequence, our effective income tax rate is
expected to be lower than the U.S. federal statutory rate.
As a result of the adoption of FIN 48, we did not recognize any adjustment to the liability
for uncertain tax positions and therefore did not record any adjustment to the beginning balance of
retained earnings on the consolidated balance sheet. As of the date
of adoption, we recorded a $3.1
million reduction to deferred tax assets for unrecognized tax benefits, all of which is currently
offset by a full valuation allowance and therefore did not record any adjustment to the beginning
balance of retained earnings on the balance sheet. As of January 1, 2007 and June 30, 2007, we had
$3.1 million and $3.2 million, respectively of unrecognized tax benefits, which is netted against
deferred tax assets and is fully offset by a valuation allowance. The unrecognized tax benefit
increased by approximately $67,000.
We file income tax returns in the U.S. federal jurisdiction, California and various state and
foreign tax jurisdictions in which we have a subsidiary or branch operation. Our United States
federal corporation income tax returns beginning with the 2000 tax year remain subject to
examination by the IRS. Our California corporation income tax returns beginning with the 2000 tax
year remain subject to examination by the California Franchise Tax Board. Our policy is to
recognize interest and penalties accrued on any unrecognized tax benefits as a component of income
tax expense. As of the date of adoption of FIN 48, we did not have any accrued interest or
penalties associated with any unrecognized tax benefits. Although timing of the resolution and/or
closure on audits is highly uncertain, we do not believe it is reasonably possible that
the unrecognized tax benefits would materially change in the next 12 months.
Liquidity and Capital Resources
In May 2007, we received net proceeds of approximately $94.8 million (after underwriters
discounts of $7.3 million and additional offering related costs of approximately $2.7 million). Our
primary sources of cash historically have been proceeds from issuances of convertible preferred
stock, cash collections from customers, a working capital line of credit and term loan and cash
received from the exercise of employee stock options. As of June 30, 2007, we had cash and cash
equivalents of $100.8 million and net accounts receivable of $8.6 million.
28
In October 2005, we entered into a Loan and Security Agreement with Silicon Valley Bank to
provide a revolving line of credit for $6.0 million collateralized by eligible receivables and all
of our other assets except intellectual property. Borrowings under the revolving line of credit
bore interest at the banks
prime rate plus an applicable margin based on certain financial ratios of the company at the
borrowing date. On January 25, 2007, we entered into a loan modification agreement that extended
the term of this credit facility through July 4, 2008. Upon our IPO in May 2007, we have cancelled
the line of credit.
In October 2005, we also entered into a Term Loan and Security Agreement with Silicon Valley
Bank and Gold Hill Venture Lending that provided a $4.0 million term loan line of credit. The
credit line was secured by all of our other assets except intellectual property.
In June 2006, we borrowed $4.0 million against this term loan line of credit. On October 24, 2006, we entered into the First Amendment to the Term Loan
and Security Agreement. The amendment reduced the interest rate on the term loan to a fixed rate of
10.5%, effective November 1, 2006. In addition, it eliminated the Gold Hill prepayment fee and
final payment fee. This term loan was paid off as of as of May 3, 2007 subsequent to the IPO.
Following is a summary of our working capital and cash and cash equivalents as of June 30,
2007 and December 31, 2006:
|
|
|
|
|
|
|
|
|
|
|
As of |
|
|
June 30, |
|
December 31, |
|
|
2007 |
|
2006 |
|
|
(in thousands) |
Working capital |
|
$ |
103,462 |
|
|
$ |
11,689 |
|
Cash and cash equivalents |
|
|
100,821 |
|
|
|
10,154 |
|
Cash Flows from Operating Activities
Net
cash provided by operating activities was $4.1 million for the six months ended June 30,
2007. Net cash provided by operating activities primarily consisted of $4.1 million in non-cash
operating expenses and $1.0 million in net cash provided by changes in operating assets and
liabilities, partially offset by our net loss of $1.1 million. Non-cash items included in net loss
for the six months ended June 30, 2007 included depreciation and amortization expense of $2.6
million, stock-based compensation of $0.8 million, warrant revaluation and amortization of $0.7
million. Net cash used in operating activities was $4.9 million for the six months ended June 30,
2006. This primarily consisted of our net loss of $6.0 million, $3.0 million in non-cash operating
expenses and $1.7 million in net cash used by changes in operating assets and liabilities.
Non-cash items included in net loss for the six months ended June 30, 2006 included depreciation
and amortization expense of $2.3 million, stock-based compensation of $0.3 million, warrant
revaluation and amortization of $0.4 million.
Cash Flows from Investing Activities
Net cash used in investing activities was $2.6 million and $0.7 million for the six months
ended June 30, 2007 and 2006, respectively. Net cash flows used in investing activities were
primarily due to capital expenditures to support product development and general growth.
Cash Flows from Financing Activities
Net
cash provided by financing activities was $89.2 million for the six months ended June 30,
2007. Net cash provided by financing activities was primarily due to
the net cash provided from our
IPO of $94.8 million, offset by the repayment of the term loan of $4.0 million and principal
payments of capital lease and technology license obligations of $1.7 millions. Net cash provided
by financing activities was $3.3 million for the six months ended June 30, 2006. Net cash provided
by financing activities was primarily due to $4.0 million we borrowed from the term loan, and $0.8
million proceeds received from
29
stock option exercises, partially offset by the principal payments
of capital lease and technology license obligations of $1.7 million.
We believe that our $100.8 million of cash and cash equivalents at June 30, 2007, and expected
cash flow from operations will be sufficient to fund our projected operating requirements for at
least the next
twelve months. However, we may need to raise additional capital or incur additional
indebtedness to continue to fund our operations in the future. Our future capital requirements will
depend on many factors, including our rate of revenue growth, the expansion of our engineering,
sales and marketing activities, the timing and extent of our expansion into new territories, the
timing of introductions of new products and enhancements to existing products and the continuing
market acceptance of our products. Although we currently are not a party to any agreement or letter
of intent with respect to potential material investments in, or acquisitions of, complementary
businesses, services or technologies, we may enter into these types of arrangements in the future,
which could also require us to seek additional equity or debt financing. Additional funds may not
be available on terms favorable to us or at all. If we are unable to raise additional funds when
needed, we may not be able to sustain our operations.
Indemnities
In the ordinary course of business, we have entered into agreements with customers that
include indemnity provisions. Based on historical experience and information known as of June 30,
2007, we believe our exposure related to the above indemnities at June 30, 2007 is not material. In
the ordinary course of business, we also enter into indemnification agreements with our officers
and directors and our certificate of incorporation and bylaws include similar indemnification
obligations to our officers and directors. It is not possible to determine the amount of our
liability related to these indemnification agreements and obligations to our officers and directors
due to the limited history of prior indemnification claims and the unique facts and circumstances
involved in each particular agreement.
Off-Balance Sheet Arrangements
During the periods presented, we did not have, nor do we currently have, any relationships
with unconsolidated entities or financial partnerships, such as entities often referred to as
structured finance or special purpose entities, which would have been established for the purpose
of facilitating off-balance sheet arrangements or other contractually narrow or limited purposes.
Contractual Obligations
The following table describes our commitments to settle contractual obligations in cash as of
June 30, 2007:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Payments Due By Period |
|
|
|
Less Than 1 |
|
|
|
|
|
|
|
|
|
|
More Than 5 |
|
|
|
|
|
|
Year |
|
|
1 to 2 Years |
|
|
3 to 5 Years |
|
|
Years |
|
|
Total |
|
|
|
(in thousands) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating leases |
|
$ |
528 |
|
|
$ |
749 |
|
|
$ |
88 |
|
|
$ |
23 |
|
|
$ |
1,388 |
|
Capital lease and technology license
obligations |
|
|
1,718 |
|
|
|
2,498 |
|
|
|
|
|
|
|
|
|
|
|
4,216 |
|
Purchase commitments |
|
|
8,148 |
|
|
|
690 |
|
|
|
|
|
|
|
|
|
|
|
8,838 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
10,394 |
|
|
$ |
3,937 |
|
|
$ |
88 |
|
|
$ |
23 |
|
|
$ |
14,442 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Critical Accounting Policies and Estimates
The preparation of our financial statements and accompanying disclosures in conformity with
GAAP, the accounting principles generally accepted in the United States, requires estimates and
assumptions that affect the reported amounts of assets, liabilities, revenues and expenses, and
related disclosures of contingent assets and liabilities in the consolidated financial statements
and the accompanying notes. The U.S. Securities and Exchange Commission (SEC) has defined a
companys critical accounting policies as policies that are most important to the portrayal of a
companys financial condition and results of operations, and which require a company to make its
most difficult and subjective judgments, often as a
30
result of the need to make estimates of matters
that are inherently uncertain. Based on this definition, we have identified our most critical
accounting policies and estimates to be as follows: (1) revenue recognition; (2) warranty accrual;
(3) stock-based compensation; (4) inventory valuation; and (5) accounting for income tax. Although
we believe that our estimates, assumptions and judgments are reasonable, they are based upon
information presently available. Actual results may differ significantly from these estimates if
the assumptions, judgments and conditions upon which they are based turn out to be inaccurate. A
further
discussion can be found in, Managements Discussion and Analysis of Financial Condition and
Results of Operations of our Form S-1 filed on May 1, 2007.
31
Recent Accounting Pronouncements
In September 2006, the FASB issued SFAS No. 157, Fair Value Measurements (SFAS No.
157). The purpose of SFAS No. 157 is to define fair value, establish a framework for measuring fair
value and enhance disclosures about fair value measurements. The measurement and disclosure
requirements are effective for us beginning in the first quarter of fiscal 2008. We are currently
evaluating what impact, if any, SFAS No. 157 will have on our interim financial reporting.
In February 2007, the FASB issued SFAS No. 159, The Fair Value Option for Financial
Assets and Financial Liabilities, which permits entities to choose to measure eligible financial
instruments and certain other items at fair value that are not currently required to be measured at
fair value. Unrealized gains and losses on items for which the fair value option has been elected
are reported in earnings at each subsequent reporting date. SFAS No. 159 is effective for fiscal
years beginning after November 15, 2007. We will adopt this pronouncement in the first quarter of
2008 and are currently evaluating the impact of this pronouncement on our consolidated results of
operations and financial position.
Item 3. Quantitative and Qualitative Disclosure About Market Risk
During the three months ended June 30, 2007, there were no material changes to our
quantitative and qualitative disclosures about market risk related to our investment activities as
disclosed under our Registration Statement on Form S-1 (File No. 333-140660) as filed with the SEC
on February 13, 2007 and subsequently amended.
32
Item 4T. Controls and Procedures
Evaluation of Disclosure and Procedures
We evaluated the effectiveness of the design and operation of our disclosure controls and
procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities and Exchange Act of
1934, as amended) as of June 30, 2007, the end of the period covered by this report on Form 10-Q.
This evaluation (the
controls evaluation) was done under the supervision and with the participation of
management, including our Chief Executive Officer (CEO) and Chief Financial Officer (CFO).
Disclosure controls and procedures means controls and other procedures that are designed
to provide reasonable assurance that information required to be disclosed in the reports that we
file or submit under the Exchange Act, such as this report on Form 10-Q, is recorded, processed,
summarized and reported within the time periods specified in the SECs rules and forms. Disclosure
controls and procedures include, without limitation, controls and procedures designed such that
information is accumulated and communicated to our management, including the CEO and CFO, as
appropriate to allow timely decisions regarding required disclosure.
Based upon the controls evaluation, our CEO and CFO have concluded that as of June 30, 2007,
our disclosure controls and procedures were effective to provide reasonable assurance that
information required to be disclosed in our Exchange Act reports is recorded, processed, summarized
and reported within the time periods specified by the SEC and to ensure that material information
relating to the Company and our consolidated subsidiaries is made known to management, including
the CEO and CFO, particularly during the period when our periodic reports are being prepared.
No change in our internal control over financial reporting occurred during the three months
ended June 30, 2007 that has materially affected, or is reasonably likely to materially affect, our
internal control over financial reporting. Internal control over financial reporting means a
process designed to provide reasonable assurance regarding the reliability of financial reporting
and the preparation of financial statements for external purposes in accordance with generally
accepted accounting principles.
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
From time to time, we may become involved in legal proceedings arising in the ordinary course
of our business. We are not presently a party to any legal proceedings the outcome of which, if
determined adversely to us, would individually or in the aggregate have a material adverse effect
on our business, operating results, financial condition or cash flows.
Item 1A. Risk Factors
Risks Related to Our Business and Industry
We have a history of losses, and we may not achieve or sustain profitability in the future, on
a quarterly or annual basis.
We were established in 2000 and have not been profitable in any fiscal period since we were
formed. We experienced net losses of $0.1 million and $3.1 million for the three months ended June
30, 2007 and 2006, respectively, and $1.0 million and $6.1 million for the six months ended June
30, 2007 and 2006, respectively. As of June 30, 2007, our accumulated deficit was $62.0 million. We
expect to make significant expenditures related to the development of our products and expansion of
our business, including research and development and sales and administrative expenses. As a public
company, we will also incur significant legal, accounting and other expenses that we did not incur
as a private company. Additionally, we may encounter unforeseen difficulties, complications,
product delays and other unknown factors that require additional expenditures. As a result of these
increased expenditures, we may have to generate and sustain substantially increased revenue to
achieve profitability. Our revenue growth trends in prior periods may not be sustainable.
Accordingly, we may not be able to achieve or maintain profitability and we may continue to incur
significant losses in the future.
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We face intense competition and expect competition to increase in the future, which could
reduce our revenue and customer base.
The market for our products is highly competitive and we expect competition to intensify in
the future. This competition could make it more difficult for us to sell our products, and result
in increased pricing pressure, reduced profit margins, increased sales and marketing expenses and
failure to increase, or the loss of, market share or expected market share, any of which would
likely seriously harm our business,
operating results and financial condition. For instance, semiconductor products have a history
of declining prices as the cost of production is reduced. However, if market prices decrease faster
than product costs, gross and operating margins can be adversely affected. Currently, we face
competition from a number of established companies, including Broadcom Corporation, Freescale
Semiconductor, Inc., hi/fn, inc., Intel Corporation, Marvell Technology Group Ltd., PMC-Sierra,
Inc. and others. We also face competition from a number of private companies, including Raza
Microelectronics, Inc. and others. A few of our current competitors operate their own fabrication
facilities and have, and some of our potential competitors could have, longer operating histories,
greater name recognition, larger customer bases and significantly greater financial, technical,
sales, marketing and other resources than we have. Potential customers may prefer to purchase from
their existing suppliers rather than a new supplier regardless of product performance or features.
We expect increased competition from other established and emerging companies both
domestically and internationally. Our current and potential competitors may also establish
cooperative relationships among themselves or with third parties. If so, new competitors or
alliances that include our competitors may emerge that could acquire significant market share. We
expect these trends to continue as companies attempt to strengthen or maintain their market
positions in an evolving industry. In the future, further development by our competitors could
cause our products to become obsolete. We expect continued competition from incumbents as well as
from new entrants into the markets we serve. Our ability to compete depends on a number of factors,
including:
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our success in identifying new and emerging markets, applications and technologies; |
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our products performance and cost effectiveness relative to that of our competitors products; |
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our ability to deliver products in large volume on a timely basis at a competitive price; |
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our success in utilizing new and proprietary technologies to offer products and features
previously not
available in the marketplace; |
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our ability to recruit design and application engineers and sales and marketing personnel; and |
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our ability to protect our intellectual property. |
In addition, we cannot assure you that existing customers or potential customers will not
develop their own products, purchase competitive products or acquire companies that use alternative
methods to enable networking, communication or security applications to facilitate network-aware
processing in their systems. Any of these competitive threats, alone or in combination with others,
could seriously harm our business, operating results and financial condition.
Our customers may cancel their orders, change production quantities or delay production, and
if we fail to forecast demand for our products accurately, we may incur product shortages, delays
in product shipments or excess or insufficient product inventory.
We generally do not obtain firm, long-term purchase commitments from our customers. Because
production lead times often exceed the amount of time required to fulfill orders, we often must
build in advance of orders, relying on an imperfect demand forecast to project volumes and product
mix. Our demand forecast accuracy can be adversely affected by a number of factors, including
inaccurate forecasting by our customers, changes in market conditions, adverse changes in our
product order mix and demand for our customers products. Even after an order is received, our
customers may cancel these orders or request a decrease in production quantities. Any such
cancellation or decrease subjects us to a number of risks, most notably that our projected sales
will not materialize on schedule or at all, leading to unanticipated revenue shortfalls and excess
or obsolete inventory which we may be unable to sell to other customers. Alternatively, if we are
unable to project customer requirements accurately, we may not build enough products, which could
lead to delays in product shipments and lost sales opportunities in the near term, as well as force
our customers to identify alternative sources, which could affect our ongoing relationships with
these customers. We have in the past had customers dramatically increase their requested
production quantities with little or no advance notice. If we do not timely fulfill customer
demands, our customers may cancel their orders and we may be subject to customer claims for cost of
replacement.
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Either underestimating or overestimating demand would lead to insufficient, excess or
obsolete inventory, which could harm our operating results, cash flow and financial condition, as
well as our relationships with our customers.
We receive a substantial portion of our revenues from a limited number of customers, and the
loss of, or a significant reduction in, orders from one or a few of our major customers would
adversely affect our operations and financial condition.
We receive a substantial portion of our revenues from a limited number of customers. We
received an aggregate of approximately 59.3% and 61.2% of our revenues from our top five customers
for the three months ended June 30, 2007 and 2006, respectively, and 58.5% and 57.4% for the six
months ended June 30, 2007 and 2006, respectively. We anticipate that we will continue to be
dependent on a limited number of customers for a significant portion of our revenues in the
immediate future and in some cases the portion of our revenues attributable to certain customers
may increase in the future. However, we may not be able to maintain or increase sales to certain of
our top customers for a variety of reasons, including the following:
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our agreements with our customers do not require them to purchase a minimum quantity of our
products; |
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some of our customers can stop incorporating our products into their own products with limited
notice to us and suffer little or no penalty; and |
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many of our customers have pre-existing or concurrent relationships with our current or potential
competitors that may affect the customers decisions to purchase our products. |
In the past, we have relied in significant part on our strategic relationships with customers
that are technology leaders in our target markets. We intend to pursue the expansion of such
relationships and the formation of new strategic relationships but we cannot assure you that we
will be able to do so. These relationships often require us to develop new products that may
involve significant technological challenges. Our customers frequently place considerable pressure
on us to meet their tight development schedules. Accordingly, we may have to devote a substantial
amount of our resources to our strategic relationships, which could detract from or delay our
completion of other important development projects. Delays in development could impair our
relationships with our strategic customers and negatively impact sales of the products under
development. Moreover, it is possible that our customers may develop their own product or adopt a
competitors solution for products that they currently buy from us. If that happens, our sales
would decline and our business, financial condition and results of operations could be materially
and adversely affected.
In addition, our relationships with some customers may also deter other potential customers
who compete with these customers from buying our products. To attract new customers or retain
existing customers, we may offer certain 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 seriously
impact our revenue and materially and adversely affect our results of operations.
We expect our operating results to fluctuate.
We expect our revenues and expense levels to vary in the future, making it difficult to
predict our future operating results. In particular, we experience variability in demand for our
products as our customers manage their product introduction dates and their inventories.
Additional factors that could cause our results to fluctuate include, among other things:
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fluctuations in demand, sales cycles, product mix and prices for our products; |
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the timing of our product introductions, and the variability in lead time between the time when a
customer
begins to design in one of our products and the time when the customers end system goes into
production
and they begin purchasing our products; |
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the forecasting, scheduling, rescheduling or cancellation of orders by our customers; |
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our ability to successfully define, design and release new products in a timely manner that meet
our
customers needs; |
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changes in manufacturing costs, including wafer, test and assembly costs, mask costs,
manufacturing yields and product quality and reliability; |
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the timing and availability of adequate manufacturing capacity from our manufacturing suppliers; |
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the timing of announcements by our competitors or us; |
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future accounting pronouncements and changes in accounting policies; |
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volatility in our stock price, which may lead to higher stock compensation expenses; |
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general economic and political conditions in the countries where we operate or our products are
sold or used; costs associated with litigation, especially related to intellectual property; and
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productivity and growth of our sales and marketing force. |
Unfavorable changes in any of the above factors, most of which are beyond our control, could
significantly
harm our business and results of operations.
We may not sustain our growth rate, and we may not be able to manage any future growth
effectively.
We have experienced significant growth in a short period of time. Our revenues increased from
approximately $7.4 million in 2004 to approximately $34.2 million in 2006 and $23.8 million in the
first six months of 2007. We may not achieve similar growth rates in future periods. You should not
rely on our operating results for any prior quarterly or annual periods as an indication of our
future operating performance. If we are unable to maintain adequate revenue growth, our financial
results could suffer and our stock price could decline.
To manage our growth successfully and handle the responsibilities of being a public company,
we believe we must effectively, among other things:
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recruit, hire, train and manage additional qualified engineers for our research and development
activities,
especially in the positions of design engineering, product and test engineering, and applications
engineering; |
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add additional sales personnel and expand sales offices; |
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implement and improve our administrative, financial and operational systems, procedures and
controls; and |
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enhance our information technology support for enterprise resource planning and design
engineering by
adapting and expanding our systems and tool capabilities, and properly training new hires as to
their use. |
If we are unable to manage our growth effectively, we may not be able to take advantage of market
opportunities or develop new products and we may fail to satisfy customer requirements, maintain
product quality, execute our business plan or respond to competitive pressures.
The average selling prices of products in our markets have historically decreased over time
and will likely do so in the future, which could harm our revenues and gross profits.
Average selling prices of semiconductor products in the markets we serve have historically
decreased over
time. Our gross profits and financial results will suffer if we are unable to offset any reductions
in our average selling prices by reducing our costs, developing new or enhanced products on a
timely basis with higher selling prices or gross profits, or increasing our sales volumes.
Additionally, because we do not operate our own manufacturing, assembly or testing facilities, we
may not be able to reduce our costs as rapidly as companies that operate their own facilities, and
our costs may even increase, which could also reduce our margins. We have reduced the prices of our
products in anticipation of future competitive pricing pressures, new product introductions by us
or our competitors and other factors. We expect that we will have to do so again in the future.
We may be unsuccessful in developing and selling new products or in penetrating new markets.
We operate in a dynamic environment characterized by rapidly changing technologies and industry
standards and technological obsolescence. Our competitiveness and future success depend on our
ability to design, develop, manufacture, assemble, test, market and support new products and
enhancements on a timely and cost effective basis. A fundamental shift in technologies in any of
our product markets could harm our competitive position within these markets. Our failure to
anticipate these shifts, to develop new technologies or to react to changes in existing
technologies could materially delay our development of new products, which could result in product
obsolescence, decreased revenues and a loss of design wins to our competitors. The success of a new
product depends on accurate forecasts of long-term market demand and future technological
developments, as well as on a variety of specific implementation factors, including:
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timely and efficient completion of process design and transfer to manufacturing, assembly and
test
processes; |
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the quality, performance and reliability of the product; and |
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effective marketing, sales and service. |
If we fail to introduce new products that meet the demand of our customers or penetrate new markets
that we target our resources on, our revenues will likely decrease over time and our financial
condition could suffer.
Fluctuations in the mix of products sold may adversely affect our financial results.
Because of the wide price differences among our processors, the mix and types of performance
capabilities of processors sold affect the average selling price of our products and have a
substantial impact on our revenue. Generally, sales of higher performance products have higher
gross margins than sales of lower performance products. We currently offer both higher and lower
performance products within each of our NITROX and OCTEON product families. To the extent our sales
mix shifts toward increased sales of lower performance products, our overall gross margins will be
negatively affected. Fluctuations in the mix and types of our products may also affect the extent
to which we are able to recover our fixed costs and investments that are associated with a
particular product, and as a result can negatively impact our financial results.
Our products must meet exact specifications, and defects and failures may occur, which may
cause customers to return or stop buying our products.
Our customers generally establish demanding specifications for quality, performance and reliability
that our
products must meet. However, our products are highly complex and may contain defects and failures
when they are first introduced or as new versions are released. If defects and failures occur in
our products during the design phase or after, we could experience lost revenues, increased costs,
including warranty expense and costs associated with customer support, delays in or cancellations
or rescheduling of orders or shipments, product returns or discounts, diversion of management
resources or damage to our reputation and brand equity, and in some cases consequential damages,
any of which would harm our operating results. In addition, delays in our ability to fill product
orders as a result of quality control issues may negatively impact our relationship with our
customers. We cannot assure you that we will have sufficient resources, including any available
insurance, to satisfy any asserted claims.
We may have difficulty selling our products if our customers do not design our products into
their systems, and the nature of the design process requires us to incur expenses prior to
recognizing revenues associated with those expenses which may adversely affect our financial
results.
One of our primary focuses is on winning competitive bid selection processes, known as design
wins, to
develop products for use in our customers products. We devote significant time and resources in
working with our customers system designers to understand their future needs and to provide
products that we believe will meet those needs and these bid selection processes can be lengthy. If
a customers system designer initially chooses a competitors product, it becomes significantly
more difficult for us to sell our products for use in that system because changing suppliers can
involve significant cost, time, effort and risk for our customers. Thus, our failure to win a
competitive bid can result in our foregoing revenues from a given customers product line for the
life of that product. In addition, design opportunities may be infrequent or may be delayed. Our
ability to compete in the future will depend, in large part, on our ability to design products to
ensure compliance with our customers and potential customers specifications. We expect to invest
significant time and resources and to incur significant expenses to design our products to ensure
compliance with relevant specifications.
We often incur significant expenditures in the development of a new product without any assurance
that our customers system designers will select our product for use in their applications. We
often are required to anticipate which product designs will generate demand in advance of our
customers expressly indicating a need for that particular design. Even if our customers system
designers select our products, a substantial period of time will elapse before we generate revenues
related to the significant expenses we have incurred.
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The reasons for this delay generally include
the following elements of our product sales and development cycle timeline and related influences:
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our customers usually require a comprehensive technical evaluation of our products before they
incorporate
them into their designs; |
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it can take from 9 months to 3 years from the time our products are selected to commence
commercial
shipments; and our customers may experience changed market conditions or product development
issues.
The resources devoted to product development and sales and marketing may not generate material
revenue for us, and from time to time, we may need to write off excess and obsolete inventory if we
have produced product in anticipation of expected demand. We may spend resources on the development
of products that our customers may not adopt. If we incur significant expenses and investments in
inventory in the future that we are not able to recover, and we are not able to compensate for
those expenses, our operating results could be adversely affected. In addition, if we sell our
products at reduced prices in anticipation of cost reductions but still hold higher cost products
in inventory, our operating results would be harmed. |
Additionally, even if system designers use our products in their systems, we cannot assure you that
these
systems will be commercially successful or that we will receive significant revenue from the sales
of processors for those systems. As a result, we may be unable to accurately forecast the volume
and timing of our orders and revenues associated with any new product introductions.
If customers do not believe our products solve a critical need, our revenues will decline.
Our products are used in networking and security equipment including routers, switches, UTM
appliances,
intelligent switches, application-aware gateways, triple-play gateways, WLAN and 3G access and
aggregation devices, storage networking equipment, servers, and intelligent network interface
cards.
In order to meet our growth and strategic objectives, providers of networking equipment must
continue to
incorporate our products into their systems and the demands for their systems must grow as well.
Our future depends in large part on factors outside our control, and the sale of next-generation
networks may not meet our revenue growth and strategic objectives.
In the event we terminate one of our distributor arrangements, it could lead to a loss of
revenues and possible product returns.
A portion of our sales are made through third-party distribution agreements. Termination of a
distributor
relationship, either by us or by the distributor, could result in a temporary or permanent loss of
revenues, until a replacement distributor can be established to service the affected end-user
customers. We may not be successful in finding suitable alternative distributors on satisfactory
terms or at all and this could adversely affect our ability to sell in certain locations or to
certain end-user customers. 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.
Our arrangements with our distributors typically also include price protection provisions if we
reduce our list prices.
We rely on our ecosystem partners 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 have developed relationships with third parties, which we refer to as ecosystem partners, which
provide
operating systems, tool support, reference designs and other services designed for specific uses
with our SoCs. We believe that these relationships enhance our customers ability to get their
products to market quickly. If we are unable to continue to develop or maintain these
relationships, we might not be able to enhance our customers ability to commercialize their
products in a timely fashion and our ability to remain competitive would be harmed.
The loss of any of our key personnel could seriously harm our business, and our failure to
attract or retain specialized technical, management or sales and marketing talent could impair our
ability to grow our business.
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We believe our future success will depend in large part upon our ability to attract, retain
and motivate highly skilled managerial, engineering, sales and marketing personnel. The loss of any
key employees or the inability to attract, retain or motivate qualified personnel, including
engineers and sales and marketing personnel, could delay the development and introduction of and
harm our ability to sell our products. We believe that our future success is highly dependent on
the contributions of Syed Ali, our co-
founder, President and Chief Executive Officer, and others. None of our employees have
fixed-term employment contracts; they are all at-will employees. The loss of the services of Mr.
Ali, other executive officers or certain other key personnel could materially and adversely affect
our business, financial condition and results of operations. For instance, if any of these
individuals were to leave our company unexpectedly, we could face substantial difficulty in hiring
qualified successors and could experience a loss in productivity during the search for and while
any such successor is integrated into our business and operations.
There is currently a shortage of qualified technical personnel with significant experience in
the design, development, manufacturing, marketing and sales of integrated circuits. In particular,
there is a shortage of engineers who are familiar with the intricacies of the design and
manufacture of networking processors, and competition for these engineers is intense. Our key
technical personnel represent a significant asset and serve as the source of our technological and
product innovations. We may not be successful in attracting, retaining and motivating sufficient
numbers of technical personnel to support our anticipated growth.
To date, we have relied primarily on our direct marketing and sales force to drive new
customer design wins and to sell our products. Because we are looking to expand our customer base
and grow our sales to existing customers, we will need to hire additional qualified sales personnel
in the near term and beyond if we are to achieve revenue growth. The competition for qualified
marketing and sales personnel in our industry, and particularly in Silicon Valley, is very intense.
If we are unable to hire, train, deploy and manage qualified sales personnel in a timely manner,
our ability to grow our business will be impaired. In addition, if we are unable to retain our
existing sales personnel, our ability to maintain or grow our current level of revenues will be
adversely affected.
Stock options generally comprise a significant portion of our compensation packages for all
employees. The FASB requirement to expense the fair value of stock options awarded to employees
beginning in the first quarter of our fiscal 2006 has increased our operating expenses and may
cause us to reevaluate our compensation structure for our employees. Our inability to attract,
retain and motivate additional key employees could have an adverse effect on our business,
financial condition and results of operations.
We have a limited operating history, and we may have difficulty accurately predicting our
future revenues for the purpose of appropriately budgeting and adjusting our expenses.
We
were established in 2000. We have not yet become profitable and therefore do not yet have a
history from which to predict and manage profitability. Our limited operating experience, a dynamic
and rapidly evolving market in which we sell our products, our dependence on a limited number of
customers, as well as numerous other factors beyond our control, impede our ability to forecast
quarterly and annual revenues accurately. As a result, we could experience budgeting and cash flow
management problems, unexpected fluctuations in our results of operations and other difficulties,
any of which could make it difficult for us to gain and maintain profitability and could increase
the volatility of the market price of our common stock.
Some of our operations and a significant portion of our customers and contract manufacturers
are located outside of the United States, which subjects us to additional risks, including
increased complexity and costs of managing international operations and geopolitical instability.
We have sales offices and research and development facilities and we conduct, and expect to
continue to conduct, a significant amount of our business with companies that are located outside
the United States, particularly in Asia and Europe. Even customers of ours that are based in the
U.S. often use contract manufacturers based in Asia to manufacture their systems, and it is the
contract manufacturers that purchase products directly from us. As a result of our international
focus, we face numerous challenges, including:
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increased complexity and costs of managing international operations; |
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longer and more difficult collection of receivables; |
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difficulties in enforcing contracts generally; |
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geopolitical and economic instability and military conflicts; |
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limited protection of our intellectual property and other assets; |
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compliance with local laws and regulations and unanticipated changes in local laws and
regulations,
including tax laws and regulations; |
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trade and foreign exchange restrictions and higher tariffs; |
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travel restrictions; |
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timing and availability of import and export licenses and other governmental approvals, permits
and
licenses, including export classification requirements; |
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foreign currency exchange fluctuations relating to our international operating activities; |
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transportation delays and limited local infrastructure and disruptions, such as large scale
outages or
interruptions of service from utilities or telecommunications providers; |
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difficulties in staffing international operations; |
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heightened risk of terrorism; |
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local business and cultural factors that differ from our normal standards and practices; |
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differing employment practices and labor issues; |
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regional health issues (e.g., SARS) and natural disasters; and |
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work stoppages. |
We outsource our wafer fabrication, assembly, testing, warehousing and shipping operations to
third parties, and rely on these parties to produce and deliver our products according to requested
demands in specification, quantity, cost and time.
We rely on third parties for substantially all of our manufacturing operations, including
wafer fabrication, assembly, testing, warehousing and shipping. We depend on these parties to
supply us with material of a requested quantity in a timely manner that meets our standards for
yield, cost and manufacturing quality. We do not have any long-term supply agreements with our
manufacturing suppliers. Any problems with our manufacturing supply chain could adversely impact
our ability to ship our products to our customers on time and in the quantity required, which in
turn could cause an unanticipated decline in our sales and possibly damage our customer
relationships.
The fabrication of integrated circuits is a complex and technically demanding process. Our
foundries could, from time to time, experience manufacturing defects and reduced manufacturing
yields. Changes in manufacturing processes or the inadvertent use of defective or contaminated
materials by our foundries could result in lower than anticipated manufacturing yields or
unacceptable performance. Many of these problems are difficult to detect at an early stage of the
manufacturing process and may be time consuming and expensive to correct. Poor yields from our
foundries, or defects, integration issues or other performance problems in our products could cause
us significant customer relations and business reputation problems, harm our financial results and
result in financial or other damages to our customers. Our customers could also seek damages from
us for their losses. A product liability claim brought against us, even if unsuccessful, would
likely be time consuming and costly to defend.
Our products are manufactured at a limited number of locations. If we experience manufacturing
problems at a particular location, we would be required to transfer manufacturing to a backup
location or supplier. Converting or transferring manufacturing from a primary location or supplier
to a backup fabrication facility could be expensive and could take one to two quarters. During such
a transition, we would be required to meet customer demand from our then-existing inventory, as
well as any partially finished goods that can be modified to the required product specifications.
We do not seek to maintain sufficient inventory to address a lengthy transition period because we
believe it is uneconomical to keep more than minimal inventory on hand. As a result, we may not be
able to meet customer needs during such a transition, which could delay shipments, cause a
production delay or stoppage for our customers, result in a decline in our sales and damage our
customer relationships. In addition, we have no long-term supply contracts with the foundries that
we work with. Availability of foundry capacity has in the recent past been reduced due to strong
demand. The ability of each foundry to provide us with semiconductor devices is limited by its
available capacity and existing obligations. Foundry capacity may not be available when we need it
or at reasonable prices.
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In addition, a significant portion of our sales is to customers that practice just-in-time
order management from their suppliers, which gives us a very limited amount of time in which to
process and complete these orders. As a result, delays in our production or shipping by the parties
to whom we outsource these functions could reduce our sales, damage our customer relationships and
damage our
reputation in the marketplace, any of which could harm our business, results of operations and
financial condition.
Any increase in the manufacturing cost of our products could reduce our gross margins and
operating profit.
The semiconductor business exhibits ongoing competitive pricing pressure from customers and
competitors. Accordingly, any increase in the cost of our products, whether by adverse purchase
price variances or adverse manufacturing cost variances, will reduce our gross margins and
operating profit. We do not have any long-term supply agreements with our manufacturing suppliers
and we typically negotiate pricing on a purchase order by purchase order basis. Consequently, we
may not be able to obtain price reductions or anticipate or prevent future price increases from our
suppliers.
Some of our competitors may be better financed than we are, may have long-term agreements with
our main foundries and may induce our foundries to reallocate capacity to those customers. This
reallocation could impair our ability to secure the supply of components that we need. Although we
use several independent foundries to manufacture substantially all of our semiconductor products,
most of our components are not manufactured at more than one foundry at any given time, and our
products typically are designed to be manufactured in a specific process at only one of these
foundries. Accordingly, if one of our foundries is unable to provide us with components as needed,
we could experience significant delays in securing sufficient supplies of those components. We
cannot assure you that any of our existing or new foundries will be able to produce integrated
circuits with acceptable manufacturing yields, or that our foundries will be able to deliver enough
semiconductor devices to us on a timely basis, or at reasonable prices. These and other related
factors could impair our ability to meet our customers needs and have a material and adverse
effect on our operating results.
In order to secure sufficient foundry capacity when demand is high and mitigate the risks
described in the foregoing paragraph, we may enter into various arrangements with suppliers that
could be costly and harm our operating results, such as nonrefundable deposits with or loans to
foundries in exchange for capacity commitments and contracts that commit us to purchase specified
quantities of integrated circuits over extended periods. 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.
If we fail to maintain an effective system of internal controls, we may not be able to
accurately report our financial results or prevent fraud.
Effective internal controls are necessary for us to provide reliable financial reports and
effectively prevent fraud. Any inability to provide reliable financial reports or prevent fraud
could harm our business. The Sarbanes-Oxley Act of 2002 requires management and our auditors to
evaluate and assess the effectiveness of our internal control over financial reporting. We will be
required to adhere to these requirements by the end of the year after the one in which we become a
public company. These Sarbanes-Oxley Act requirements may be modified, supplemented or amended from
time to time. Implementing these changes may take a significant amount of time and may require
specific compliance training of our personnel. In the future, we may discover areas of our internal
controls that need improvement. If our auditors or we discover a material weakness, the disclosure
of that fact, even if quickly remedied, could reduce the markets confidence in our financial
statements and harm our stock price. We may not be able to effectively and timely implement
necessary control changes and employee training to ensure continued compliance with the
Sarbanes-Oxley Act and other regulatory and reporting requirements. Our rapid
growth in recent periods, and our possible future expansion through acquisitions, present
challenges to maintain the internal control and disclosure control standards applicable to public
companies. If we fail to maintain effective internal controls, we could be subject to regulatory
scrutiny and sanctions and investors could lose confidence in the accuracy and completeness of our
financial reports. We cannot assure you that
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we will be able to fully comply with the requirements
of the Sarbanes-Oxley Act or that management or our auditors will conclude that our internal
controls are effective in future periods.
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 MIPS 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 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 failure to protect our intellectual property rights adequately could impair our ability to
compete effectively or to defend ourselves from litigation, which could harm our business,
financial condition and results of operations.
We rely primarily on patent, copyright, trademark and trade secret laws, as well as
confidentiality and nondisclosure agreements and other methods, to protect our proprietary
technologies and know-how. We have been issued eight patents in the United States and two patents
in foreign countries and have an additional 25 patent applications pending in the United States and
27 patent applications pending in foreign countries. Even if the pending patent applications are
granted, the rights granted to us may not be meaningful or provide us with any commercial
advantage. For example, these patents could be opposed, contested, circumvented or designed around
by our competitors or be declared invalid or unenforceable in judicial or administrative
proceedings. The failure of our patents to adequately protect our technology might make it easier
for our competitors to offer similar products or technologies. Our foreign patent protection is
generally not as comprehensive as our U.S. patent protection and may not protect our intellectual
property in some countries where our products are sold or may be sold in the future. Many
U.S.-based companies have encountered substantial intellectual property infringement in foreign
countries,
including countries where we sell products. Even if foreign patents are granted, effective
enforcement in foreign countries may not be available.
Monitoring unauthorized use of our intellectual property is difficult and costly. Although we
are not aware of any unauthorized use of our intellectual property in the past, it is possible that
unauthorized use of our intellectual property may have occurred or may occur without our knowledge.
We cannot assure you that the steps we have taken will prevent unauthorized use of our intellectual
property. Our failure to effectively protect our intellectual property could reduce the value of
our technology in licensing arrangements or in cross-licensing negotiations, and could harm our
business, results of operations and financial condition. We may in the future need to initiate
infringement claims or litigation. Litigation, whether we are a plaintiff or a defendant, can be
expensive, time consuming and may divert the efforts of our technical staff and managerial
personnel, which could harm our business, whether or not such litigation results in a determination
favorable to us.
Some of the software used with our products, as well as that of some of our customers, may be
derived from so called open source software that is generally made available to the public by its
authors and/or other third parties. Such open source software is often made available to us under
licenses, such as the GNU General Public License, which impose certain obligations on us in the
event we were to make available derivative works of the open source software. These obligations may
require us to make source code for the derivative works available to the public, and/or license
such derivative works under a particular type of license, rather than the forms of license
customarily used to protect our intellectual property. In addition, there is little or no legal
precedent for interpreting the terms of certain of these open source licenses, including the
determination of which works are subject to the terms of such licenses. While we believe we have
complied with our obligations under the various applicable licenses for open source software, in
the event the copyright holder of any open source software were to successfully establish in court
that we had not complied with the terms of a license for a particular work, we could be required to
release the source code of that work to the public and/or stop distribution of that work.
42
Assertions by third parties of infringement by us of their intellectual property rights could
result in significant costs and cause our operating results to suffer.
The semiconductor industry is characterized by vigorous protection and pursuit of intellectual
property rights and positions, which has resulted in protracted and expensive litigation for many
companies. We expect that in the future we may receive, particularly as a public company,
communications from
various industry participants alleging our infringement of their patents, trade secrets or
other intellectual property rights. Any lawsuits resulting from such allegations could subject us
to significant liability for damages and invalidate our proprietary rights. Any potential
intellectual property litigation also could force us to do one or more of the following:
|
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stop selling products or using technology that contain the allegedly infringing intellectual
property; |
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lose the opportunity to license our technology to others or to collect royalty payments based
upon successful
protection and assertion of our intellectual property against others; incur significant legal
expenses; |
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pay substantial damages to the party whose intellectual property rights we may be found to be
infringing; |
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redesign those products that contain the allegedly infringing intellectual property; or |
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attempt to obtain a license to the relevant intellectual property from third parties, which may
not be available on reasonable terms or at all. |
Any significant impairment of our intellectual property rights from any litigation we face
could harm our business and our ability to compete.
Our customers could also become the target of litigation relating to the patent and other
intellectual property rights of others. This could trigger technical support and indemnification
obligations in some of our licenses or customer agreements. These obligations could result in
substantial expenses, including the payment by us of costs and damages relating to claims of
intellectual property infringement. In addition to the time and expense required for us to provide
support or indemnification to our customers, any such litigation could disrupt the businesses of
our customers, which in turn could hurt our relationships with our customers and cause the sale of
our products to decrease. We cannot assure you that claims for indemnification will not be made or
that if made, such claims would not have a material adverse effect on our business, operating
results or financial conditions.
Our third-party contractors are concentrated primarily in Taiwan, an area subject to
earthquake and other risks. Any disruption to the operations of these contractors could cause
significant delays in the production or shipment of our products.
Substantially all of our products are manufactured by third-party contractors located in
Taiwan. The risk of an earthquake in Taiwan and elsewhere in the Pacific Rim region is significant
due to the proximity of major earthquake fault lines to the facilities of our foundries and
assembly and test subcontractors. For example, in March 2002 and June 2003, major earthquakes
occurred in Taiwan. Although our third-party contractors did not suffer any significant damage as a
result of these most recent earthquakes, the occurrence of additional earthquakes or other natural
disasters could result in the disruption of our foundry or assembly and test capacity. Any
disruption resulting from such events could cause significant delays in the production or shipment
of our products until we are able to shift our manufacturing, assembling or testing from the
affected contractor to another third-party vendor. We may not be able to obtain alternate capacity
on favorable terms, if at all.
The semiconductor and communications industries have historically experienced significant
fluctuations with prolonged downturns, which could impact our operating results, financial
condition and cash flows.
The semiconductor industry has historically exhibited cyclical behavior, which at various
times has included significant downturns in customer demand. Though we have not yet experienced any
of these industry downturns, we may in the future. Because a significant portion of our expenses is
fixed in the near term or is incurred in advance of anticipated sales, we may not be able to
decrease our expenses rapidly enough to offset any unanticipated shortfall in revenues. If this
situation were to occur, it could adversely affect our operating results, cash flow and financial
condition. Furthermore, the semiconductor industry has periodically experienced periods of
increased demand and production constraints. If this happens in the
43
future, we may not be able to
produce sufficient quantities of our products to meet the increased demand. We may also have
difficulty in obtaining sufficient wafer, assembly and test resources from our subcontract
manufacturers. Any factor adversely affecting the semiconductor industry in general, or the
particular segments of the industry that our products target, may adversely affect our ability to
generate revenue and could negatively impact our operating results.
The communications industry has, in the past, experienced pronounced downturns, and these
cycles may continue in the future. To respond to a downturn, many networking equipment providers
may slow their research and development activities, cancel or delay new product development, reduce
their inventories and take a cautious approach to acquiring our products, which would have a
significant negative impact on our business. If this situation were to occur, it could adversely
affect our operating results, cash flow and financial condition. In the future, any of these trends
may also cause our operating results to fluctuate significantly from year to year, which may
increase the volatility of the price of our stock.
We may experience difficulties in transitioning to new wafer fabrication process technologies
or in achieving higher levels of design integration, which may result in reduced manufacturing
yields, delays in product deliveries and increased expenses.
In order to remain competitive, we expect to continue to transition our semiconductor products
to increasingly smaller line width geometries. This transition requires us to modify our designs to
work with the manufacturing processes of our foundries. We periodically evaluate the benefits, on a
product-by-product basis, of migrating to new process technologies to reduce cost and improve
performance. We may face difficulties, delays and expenses as we continue to transition our
products to new processes. We are dependent on our relationships with our foundry contractors to
transition to new processes successfully. We cannot assure you that the foundries that we use will
be able to effectively manage the transition or that we will be able to maintain our existing
foundry relationships or develop new ones. If any of our foundry contractors or we experience
significant delays in this transition or fail to efficiently implement this transition, we could
experience reduced manufacturing yields, delays in product deliveries and increased expenses, all
of which could harm our relationships with our customers and our results of operations. As new
processes become more prevalent, we expect to continue to integrate greater levels of
functionality, as well as customer and third-party intellectual property, into our products.
However, we may not be able to achieve higher levels of design integration or deliver new
integrated products on a timely basis.
Any acquisitions we make could disrupt our business and harm our financial condition.
In the future, we may choose to acquire companies that are complementary to our business,
including for the purpose of expanding our new product design capacity, introducing new design,
market or application skills or enhancing and expanding our existing product lines. In connection
with any such future acquisitions, we may need to use a significant portion of our available cash,
issue additional equity securities that would dilute current stockholders percentage ownership and
incur substantial debt or contingent liabilities. Such actions could adversely impact our operating
results and the market price of our common stock. In addition, difficulties in assimilating any
acquired workforce, merging operations or avoiding unplanned attrition could disrupt or harm our
business. Furthermore, the purchase price of any acquired businesses may exceed the current fair
values of the net tangible assets of the acquired businesses. As a result, we would be required to
record material amounts of goodwill, and acquired in-process research and development charges and
other intangible assets, which could result in significant impairment and acquired in-process
research and development charges and amortization expense in future periods. These charges, in
addition to the results of operations of such acquired businesses, could have a material adverse
effect on our business, financial condition and results of operations. We cannot forecast the
number, timing or size of future acquisitions, or the effect that any such acquisitions might have
on our operating or
financial results.
We expense stock options, which will negatively impact our net income in future periods.
In December 2004, the Financial Accounting Standards Board issued Statement of Financial
Accounting Standards No. 123 (Revised 2004), Share-Based Payment, or SFAS 123(R), which requires
the measurement of all share-based payments to employees and other service providers, including
grants of employee stock options, using a fair-value-based method and the recording of such expense
in our
44
consolidated statements of operations. Effective January 1, 2006, we adopted the
fair-value-based recognition provisions of SFAS 123(R) using the prospective transition method,
which requires us to apply the provisions of SFAS 123(R) only to awards granted, modified,
repurchased or cancelled after the adoption date. The total expense reported for the three months
ended June 30, 2007 and 2006 related to stock options amounted to $420,000 and $210,000,
respectively, and for the six months ended June 30, 2007 and 2006 amounted to $777,000 and
$268,000, respectively. We expect this amount to increase in
future years as new grants are made to existing employees and other service providers and to
new employees and other service providers as they join the company. These additional expenses will
decrease operating income and correspondingly reduce our net income in future periods.
Being a public company will increase our costs and affect our ability to attract and retain
qualified board members.
As a public company, we incur significant legal, accounting and other expenses that we did not
incur as a private company. In addition, the Sarbanes-Oxley Act, as well as rules subsequently
implemented by the Securities and Exchange Commission and The NASDAQ Global Market, have imposed
various new requirements on public companies, including requiring changes in corporate governance
practices. We expect these rules and regulations to increase our legal and financial compliance
costs and to make some activities more time-consuming and costly.
Under the Sarbanes-Oxley Act and NASDAQ rules, we are required to maintain an independent
board. If we are unable to maintain adequate directors and officers insurance, our ability to
recruit and retain qualified directors, especially those directors who may be deemed independent
for purposes of The NASDAQ rules, and officers will be significantly curtailed.
Our future effective tax rates could be affected by the allocation of our income among
different geographic regions, which could affect our future operating results, financial condition
and cash flows.
We are in the process of expanding our international operations and staff to better support
our expansion into international markets. This expansion includes the implementation of an
international structure that includes, among other things, a research and development cost-sharing
arrangement, certain licenses and other contractual arrangements between us and our wholly-owned
domestic and foreign subsidiaries. As a result of these changes, we anticipate that our
consolidated pre-tax income will be subject to foreign tax at relatively lower tax rates when
compared to the U.S. federal statutory tax rate and, as a consequence, our effective income tax
rate is expected to be lower than the U.S. federal statutory rate. Our future effective income tax
rates could be adversely affected if tax authorities challenge our international tax structure or
if the relative mix of U.S. and international income changes for any reason. Accordingly, there can
be no assurance that our income tax rate will be less than the U.S. federal statutory rate.
Risks Related to our Common Stock
The market price of our common stock may be volatile, which could cause the value of your
investment to decline.
Prior to our IPO in May 2007, our common stock has not been traded in a public market. We
cannot predict the extent to which a trading market will develop or how liquid that market might
become. The initial public offering price may not be indicative of prices that will prevail in the
trading market. The trading price of our common stock is therefore likely to be highly volatile and
could be subject to wide fluctuations in price in response to various factors, some of which are
beyond our control. These factors include:
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quarterly variations in our results of operations or those of our competitors; |
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general economic conditions and slow or negative growth of related markets; |
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announcements by us or our competitors of design wins, acquisitions, new products, significant
contracts,
commercial relationships or capital commitments; |
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our ability to develop and market new and enhanced products on a timely basis; |
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commencement of, or our involvement in, litigation; |
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disruption to our operations; |
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the emergence of new sales channels in which we are unable to compete effectively; |
45
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any major change in our board of directors or management; |
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changes in financial estimates including our ability to meet our future revenue and operating
profit or loss
projections; |
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changes in governmental regulations; and |
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changes in earnings estimates or recommendations by securities analysts. |
In addition, the stock market in general, and the market for semiconductor and other
technology companies in particular, have experienced Cavium price and volume fluctuations that have
often been unrelated or disproportionate to the operating performance of those companies. Such
fluctuations may be even more pronounced in the trading market shortly following this offering.
These broad market and industry factors may seriously harm the market price of our common stock,
regardless of our actual operating performance. These trading price fluctuations may also make it
more difficult for us to use our common stock as a means to make acquisitions or to use options to
purchase our common stock to attract and retain employees. In addition, in the past, following
periods of volatility in the overall market and the market price of a companys securities,
securities class action litigation has often been instituted against these companies. This
litigation, if instituted against us, could result in substantial costs and a diversion of our
managements attention and resources.
If securities analysts or industry analysts downgrade our stock, publish negative research or
reports, or do not publish reports about our business, our stock price and trading volume could
decline.
The trading market for our common stock is influenced by the research and reports that
industry or securities analysts publish about us, our business and our market. If one or more
analysts adversely change their recommendation regarding our stock or our competitors stock, our
stock price would likely decline. If one or more analysts cease coverage of us 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.
A limited number of stockholders will have the ability to influence the outcome of director
elections and other matters requiring stockholder approval.
Our directors and executive officers and their affiliates beneficially own approximately 43.4%
of our outstanding common stock. These stockholders, if they acted together, could exert
substantial influence over matters requiring approval by our stockholders, including electing
directors, adopting new compensation plans and approving mergers, acquisitions or other business
combination transactions. This concentration of ownership may discourage, delay or prevent a change
of control of our company, which could deprive our stockholders of an opportunity to receive a
premium for their stock as part of a sale of our company and might reduce our stock price. These
actions may be taken even if they are opposed by our other stockholders, including those who
purchase shares in the initial public offering.
Delaware law and our amended and restated certificate of incorporation and bylaws contain
provisions that could delay or discourage takeover attempts that stockholders may consider
favorable.
Provisions in our amended and restated certificate of incorporation and bylaws, as they will
be in effect upon the closing 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:
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the division of our board of directors into three classes; |
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the right of the board of directors to elect a director to fill a vacancy created by the
expansion of the board of directors or due to the resignation or departure of an existing board
member; |
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the prohibition of cumulative voting in the election of directors, which would otherwise allow
less than a
majority of stockholders to elect director candidates; |
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the requirement for the advance notice of nominations for election to the board of directors or
for proposing matters that can be acted upon at a stockholders meeting; |
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the ability of our board of directors to alter our bylaws without obtaining stockholder approval; |
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the ability of the board of directors to issue, without stockholder approval, up to 10,000,000
shares of
preferred stock with terms set by the board of directors, which rights could be senior to those of
our common stock; |
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the elimination of the rights of stockholders to call a special meeting of stockholders and to
take action by
written consent in lieu of a meeting; |
46
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the required approval of at least 662/3% of the shares entitled to vote at an election of
directors to adopt,
amend or repeal our bylaws or repeal the provisions of our amended and restated certificate of
incorporation regarding the election and removal of directors and the inability of stockholders to
take action by written consent in lieu of a meeting; and |
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the required approval of at least a majority of the shares entitled to vote at an election of
directors to remove directors without cause. |
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 large
stockholders, particularly those owning 15% or more of our outstanding voting stock, from merging
or combining with us. These provisions in our amended and restated certificate of incorporation and
bylaws and under Delaware law could discourage potential takeover attempts, could reduce the price
that investors are willing to pay for shares of our common stock in the future and could
potentially result in the market price being lower than they would without these provisions.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
Between April 1, 2007 and May 18, 2007 (the date of filing of our registration statement on Form
S-8, No. 333-143094), we issued and sold an aggregate of 51,084 shares of our common stock to
employees, consultants, directors and other service providers for aggregate consideration of
approximately $0.1 million under exercises of options previously granted under our stock plans.
None of the foregoing transactions involved any underwriters, underwriting discounts or
commissions, or any public offering. We believe the offers, sales and issuances of the securities
described above were exempt from registration under the Securities Act by virtue of Regulation D
promulgated thereunder and/or Section 4(2) of the Securities Act because the issuance of securities
to the recipients did not involve a public offering or in reliance on Rule 701 because the
transactions were pursuant to compensatory benefit plans or contracts relating to compensation as
provided under such rule or in reliance on Section 4(2) of the Securities Act because the issuance
of securities to the recipients did not involve a public offering. The recipients of securities
under compensatory benefit plans and contracts relating to compensation were our employees,
directors or bona fide consultants and received the securities as compensation for services.
Appropriate legends have been affixed to the securities issued in these transactions. We believe
that each of the recipients of securities in these transactions had adequate access, through
employment, business or other relationships, to information about us.
Uses of Proceeds from Sale of Registered Securities
Our initial public offering of common stock was effected through a Registration Statement on
Form S-1 (File No. 333-140660), that was declared effective by the Securities and Exchange
Commission on May 1, 2007. We registered 7,762,500 shares of our common stock with a proposed
maximum aggregate offering price of $104.8 million, all of which we sold. The offering was
completed after the sale of all 7,762,500 shares. Morgan Stanley & Co. Incorporated and Lehman
Brothers Inc. were the joint book-running managing underwriters of our initial public offering and
Thomas Weisel Partners LLC, Needham & Company, LLC and JMP Securities LLC acted as co-managers. Of
this amount, $7.3 million was paid in underwriting discounts and commissions, and an additional
$2.7 million of expenses were incurred. Management has broad discretion over the uses of the
proceeds of the initial public offering. In May 2007 we used $3.6 million of the net proceeds to
repay the outstanding balances under the term loan with Silicon Valley Bank. We expect to
use the remaining net proceeds for working capital, capital expenditures and other general
corporate purposes. Pending the uses described above, we intend to invest the net proceeds in a
variety of short-term, interest-bearing, investment grade securities. None of the expenses were
paid, directly or indirectly, to directors, officers or persons owning 10% or more of our common
stock, or to our affiliates other than payments in the ordinary course of business to officers for
salaries and to non-employee directors as compensation for board or board committee service.
Item 3. Defaults Upon Senior Securities
None.
47
Item 4. Submission of Matters to a Vote of Security Holders
In April, 2007, we submitted certain matters to our stockholders for their approval by written
consent in connection with our initial public offering. On April 12, 2007, our stockholders
approved each of these matters, as set forth below. On April 12, 2007, there were 63,470,171 shares
of common stock outstanding (on an as-if converted basis and without giving effect to the
one-for-two reverse split of our common stock and preferred stock effected on April 12, 2007). The
results of the voting (on an as-if-converted basis and
without giving effect to the one-for-two reverse split of our common stock and preferred stock
effected on April 12, 2007) from the stockholders that returned written consents to us is as
follows:
1. The amendment and restatement of our Amended and Restated Certificate of Incorporation to
effect a one-for-two reverse stock split of our common stock and preferred stock, and in connection
therewith, to reduce the number of outstanding shares of our capital stock;
For: 46,025,576
Against: 0
2. The amendment and restatement of our Amended and Restated Certificate of Incorporation
following our initial public offering;
For: 46,025,576
Against: 0
3. The amendment and restatement of our Bylaws following our initial public offering;
For: 46,025,576
Against: 0
4. The adoption of the 2007 Equity Incentive Plan;
For: 46,025,576
Against: 0
5. The approval of our form of Indemnity Agreement.
For: 46,025,576
Against: 0
On April 4, 2007, our preferred stockholders approved our initial public offering and elected to
have all of the outstanding shares of preferred stock convert to common stock immediately upon the
closing of our initial public offering. On April 4, 2007, there were 44,728,811 shares of preferred
stock outstanding (on an as-if converted basis). The results of the voting (on an as-if-converted
basis) from the stockholders that returned written consents to us is as follows:
For: 28,324,872
Against: 0
Item 5. Other Information
None.
48
Item 6. Exhibits
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Exhibit |
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Number |
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Description |
3.1
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Amended and Restated Certificate of Incorporation of the Registrant (1) |
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3.2
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Amended and Restated Bylaws (2) |
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4.1
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Reference is made to Exhibits 3.1 and 3.2 |
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4.2
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Specimen of Common Stock Certificate (3) |
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31.1
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Certification Pursuant to 18 U.S.C. Section 1350, as Adopted
Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 of Syed B.
Ali, President and Chief Executive Officer |
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31.2
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Certification Pursuant to 18 U.S.C. Section 1350, as Adopted
Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 of Arthur D.
Chadwick, Chief Financial Officer |
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32.1*
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Certification Pursuant to 18 U.S.C. Section 1350, as Adopted
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 of Syed B.
Ali, President and Chief Executive Officer and Arthur D. Chadwick,
Chief Financial Officer (4) |
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(1) |
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Filed as Exhibit 3.3 to the Registrants registration statement on Form S-1 (No. 333-140660),
filed with the SEC on February 13, 2007, as amended, and incorporated herein by reference. |
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(2) |
|
Filed as Exhibit 3.5 to the Registrants registration statement on Form S-1 (No. 333-140660),
filed with the SEC on February 13, 2007, as amended, and incorporated herein by reference. |
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(3) |
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Filed as Exhibit 4.2 to the Registrants registration statement on Form S-1 (No. 333-140660),
filed with the SEC on February 13, 2007, as amended, and incorporated herein by reference. |
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(4) |
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This certification accompanies the Form 10-Q to which it relates, is not deemed
filed with the Securities and Exchange Commission and is not to be incorporated by reference
into any filing of the Registrant under the Securities Act of 1933, as amended, or the
Securities Exchange Act of 1934, as amended (whether made before or after the date of the Form
10-Q), irrespective of any general incorporation language contained in such filing. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly
caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
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CAVIUM NETWORKS, INC.
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Date August 3, 2007 |
By: |
/s/ ARTHUR D. CHADWICK
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Arthur D. Chadwick |
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Chief Financial Officer |
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49
EXHIBIT INDEX
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Exhibit |
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|
Number |
|
Description |
3.1
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Amended and Restated Certificate of Incorporation of the Registrant (1) |
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3.2
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Amended and Restated Bylaws (2) |
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4.1
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Reference is made to Exhibits 3.1 and 3.2 |
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4.2
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Specimen of Common Stock Certificate (3) |
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31.1
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|
Certification Pursuant to 18 U.S.C. Section 1350, as Adopted
Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 of Syed B.
Ali, President and Chief Executive Officer |
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|
31.2
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Certification Pursuant to 18 U.S.C. Section 1350, as Adopted
Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 of Arthur D.
Chadwick, Chief Financial Officer |
|
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|
32.1*
|
|
Certification Pursuant to 18 U.S.C. Section 1350, as Adopted
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 of Syed B.
Ali, President and Chief Executive Officer and Arthur D. Chadwick,
Chief Financial Officer (4) |
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(1) |
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Filed as Exhibit 3.3 to the Registrants registration statement on Form S-1 (No. 333-140660),
filed with the SEC on February 13, 2007, as amended, and incorporated herein by reference. |
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(2) |
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Filed as Exhibit 3.5 to the Registrants registration statement on Form S-1 (No. 333-140660),
filed with the SEC on February 13, 2007, as amended, and incorporated herein by reference. |
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(3) |
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Filed as Exhibit 4.2 to the Registrants registration statement on Form S-1 (No. 333-140660),
filed with the SEC on February 13, 2007, as amended, and incorporated herein by reference. |
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(4) |
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This certification accompanies the Form 10-Q to which it relates, is not deemed
filed with the Securities and Exchange Commission and is not to be incorporated by reference
into any filing of the Registrant under the Securities Act of 1933, as amended, or the
Securities Exchange Act of 1934, as amended (whether made before or after the date of the Form
10-Q), irrespective of any general incorporation language contained in such filing. |