x
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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¨
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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OREGON
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91-1761992
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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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224 Airport Parkway, Suite 400
San Jose, California
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95110
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(Address of principal executive offices)
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(Zip Code)
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Large accelerated filer
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¨
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Accelerated filer
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¨
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Non-accelerated filer
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¨
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(Do not check if a smaller reporting company)
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Smaller reporting company
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x
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Emerging growth company
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¨
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Item 1.
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Item 2.
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Item 3.
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Item 4.
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Item 1A.
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Item 6.
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Item 1.
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Financial Statements.
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June 30,
2017 |
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December 31,
2016 |
||||
ASSETS
|
|
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|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
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$
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32,246
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$
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19,622
|
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Accounts receivable, net
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5,676
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|
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3,118
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Inventories
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1,954
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2,803
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Prepaid expenses and other current assets
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1,341
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|
736
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Total current assets
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41,217
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26,279
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Property and equipment, net
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4,636
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3,793
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Other assets, net
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781
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|
785
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Total assets
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$
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46,634
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$
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30,857
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LIABILITIES AND SHAREHOLDERS’ EQUITY
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|
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||||
Current liabilities:
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||||
Accounts payable
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$
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2,516
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$
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1,734
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Accrued liabilities and current portion of long-term liabilities
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13,241
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7,860
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Current portion of income taxes payable
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989
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140
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Total current liabilities
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16,746
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9,734
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Long-term liabilities, net of current portion
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1,029
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194
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Income taxes payable, net of current portion
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2,046
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|
|
1,880
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Total liabilities
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19,821
|
|
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11,808
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Commitments and contingencies (Note 10)
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Shareholders’ equity:
|
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|
||||
Preferred stock
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—
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—
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Common stock
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398,019
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394,296
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Accumulated other comprehensive income
|
10
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|
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10
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|
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Accumulated deficit
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(371,216
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)
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(375,257
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)
|
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Total shareholders’ equity
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26,813
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|
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19,049
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Total liabilities and shareholders’ equity
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$
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46,634
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$
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30,857
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Three Months Ended June 30,
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Six Months Ended June 30,
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||||||||||||
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2017
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2016
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2017
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2016
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||||||||
Revenue, net
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$
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20,721
|
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$
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12,580
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$
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43,431
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$
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23,747
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Cost of revenue (1)
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9,520
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6,165
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19,838
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13,740
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Gross profit
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11,201
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6,415
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23,593
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10,007
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Operating expenses:
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||||||||
Research and development (2)
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4,501
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4,504
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9,407
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10,179
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|
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Selling, general and administrative (3)
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4,660
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3,180
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8,799
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7,045
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|
||||
Restructuring
|
—
|
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67
|
|
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—
|
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2,605
|
|
||||
Total operating expenses
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9,161
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7,751
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18,206
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|
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19,829
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|
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Income (loss) from operations
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2,040
|
|
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(1,336
|
)
|
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5,387
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(9,822
|
)
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||||
Interest expense and other, net
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(107
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)
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(107
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)
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(200
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)
|
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(206
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)
|
||||
Income (loss) before income taxes
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1,933
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(1,443
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)
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5,187
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(10,028
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)
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Provision for income taxes
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669
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117
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1,102
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174
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|
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Net income (loss)
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$
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1,264
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$
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(1,560
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)
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$
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4,085
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$
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(10,202
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)
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Net income (loss) per share:
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Basic
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$
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0.04
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$
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(0.06
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)
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$
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0.14
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|
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$
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(0.36
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)
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Diluted
|
$
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0.04
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$
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(0.06
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)
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$
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0.13
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$
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(0.36
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)
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Weighted average shares outstanding:
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||||||||
Basic
|
29,766
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28,167
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29,526
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28,051
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|
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Diluted
|
31,974
|
|
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28,167
|
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31,601
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28,051
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||||
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||||||||
(1) Includes:
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||||||||
Stock-based compensation
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$
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69
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$
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46
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$
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122
|
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$
|
90
|
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Restructuring
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—
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27
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|
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—
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1,750
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|
||||
(2) Includes stock-based compensation
|
362
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392
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676
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821
|
|
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(3) Includes:
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Acquisition-related costs
|
730
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—
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894
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|
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—
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||||
Stock-based compensation
|
519
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268
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|
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941
|
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161
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Six Months Ended June 30,
|
||||||
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2017
|
|
2016
|
||||
Cash flows from operating activities:
|
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|
||||
Net income (loss)
|
$
|
4,085
|
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$
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(10,202
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)
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Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
|
|
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|
||||
Depreciation and amortization
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1,814
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1,822
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|
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Stock-based compensation
|
1,739
|
|
|
1,072
|
|
||
Reversal of uncertain tax positions
|
(191
|
)
|
|
(170
|
)
|
||
Write off of certain assets to restructuring
|
—
|
|
|
1,744
|
|
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Other
|
58
|
|
|
37
|
|
||
Changes in operating assets and liabilities:
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|
|
|
||||
Accounts receivable, net
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(2,558
|
)
|
|
2,142
|
|
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Inventories
|
849
|
|
|
(362
|
)
|
||
Prepaid expenses and other current and long-term assets, net
|
(328
|
)
|
|
(104
|
)
|
||
Accounts payable
|
728
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|
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(1,412
|
)
|
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Accrued current and long-term liabilities
|
4,714
|
|
|
355
|
|
||
Income taxes payable
|
1,206
|
|
|
66
|
|
||
Net cash provided by (used in) operating activities
|
12,116
|
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(5,012
|
)
|
||
Cash flows from investing activities:
|
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|
||||
Purchases of property and equipment
|
(829
|
)
|
|
(256
|
)
|
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Net cash used in investing activities
|
(829
|
)
|
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(256
|
)
|
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Cash flows from financing activities:
|
|
|
|
||||
Proceeds from issuance of common stock under employee equity incentive plans
|
1,940
|
|
|
143
|
|
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Payments on asset financings
|
(603
|
)
|
|
(716
|
)
|
||
Payments on line of credit
|
—
|
|
|
(3,000
|
)
|
||
Net cash provided by (used in) financing activities
|
1,337
|
|
|
(3,573
|
)
|
||
Net increase (decrease) in cash and cash equivalents
|
12,624
|
|
|
(8,841
|
)
|
||
Cash and cash equivalents, beginning of period
|
19,622
|
|
|
26,591
|
|
||
Cash and cash equivalents, end of period
|
$
|
32,246
|
|
|
$
|
17,750
|
|
|
|
|
|
||||
Supplemental disclosure of cash flow information:
|
|
|
|
||||
Cash paid for income taxes, net of refunds received
|
$
|
153
|
|
|
$
|
238
|
|
Cash paid during the period for interest
|
10
|
|
|
81
|
|
||
Non-cash investing and financing activities:
|
|
|
|
||||
Acquisitions of property and equipment and other
assets under extended payment terms
|
$
|
1,955
|
|
|
$
|
—
|
|
|
June 30,
2017 |
|
December 31,
2016 |
||||
Accounts receivable, gross
|
$
|
5,733
|
|
|
$
|
3,150
|
|
Less: allowance for doubtful accounts
|
(57
|
)
|
|
(32
|
)
|
||
Accounts receivable, net
|
$
|
5,676
|
|
|
$
|
3,118
|
|
|
Six Months Ended
|
||||||
|
June 30,
|
||||||
|
2017
|
|
2016
|
||||
Balance at beginning of period
|
$
|
32
|
|
|
$
|
60
|
|
Additions charged (reductions credited)
|
25
|
|
|
(21
|
)
|
||
Balance at end of period
|
$
|
57
|
|
|
$
|
39
|
|
|
June 30,
2017 |
|
December 31,
2016 |
||||
Work-in-process
|
$
|
1,099
|
|
|
$
|
1,096
|
|
Finished goods
|
855
|
|
|
1,707
|
|
||
Inventories
|
$
|
1,954
|
|
|
$
|
2,803
|
|
|
June 30,
2017 |
|
December 31,
2016 |
||||
Gross carrying amount
|
$
|
25,363
|
|
|
$
|
24,416
|
|
Less: accumulated depreciation and amortization
|
(20,727
|
)
|
|
(20,623
|
)
|
||
Property and equipment, net
|
$
|
4,636
|
|
|
$
|
3,793
|
|
|
June 30,
2017 |
|
December 31,
2016 |
||||
Accrued payroll and related liabilities
|
$
|
3,468
|
|
|
$
|
2,169
|
|
Accrued commissions and royalties
|
2,751
|
|
|
2,427
|
|
||
Accrued interest payable
|
2,303
|
|
|
2,078
|
|
||
Deferred research and development reimbursement
|
1,311
|
|
|
—
|
|
||
Current portion of accrued liabilities for asset financings
|
1,013
|
|
|
389
|
|
||
Liability for warranty returns
|
33
|
|
|
28
|
|
||
Accrued costs related to restructuring
|
—
|
|
|
60
|
|
||
Other
|
2,362
|
|
|
709
|
|
||
Accrued liabilities and current portion of long-term liabilities
|
$
|
13,241
|
|
|
$
|
7,860
|
|
|
Six Months Ended
|
||||||
|
June 30,
|
||||||
|
2017
|
|
2016
|
||||
Liability for warranty returns:
|
|
|
|
||||
Balance at beginning of period
|
$
|
28
|
|
|
$
|
49
|
|
Provision (benefit)
|
10
|
|
|
(4
|
)
|
||
Charge-offs
|
(5
|
)
|
|
(18
|
)
|
||
Balance at end of period
|
$
|
33
|
|
|
$
|
27
|
|
Level 1:
|
Valuations based on quoted prices in active markets for identical assets and liabilities.
|
Level 2:
|
Valuations based on inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly.
|
Level 3:
|
Valuations based on unobservable inputs in which there is little or no market data available, which require the reporting entity to develop its own assumptions.
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
As of June 30, 2017:
|
|
|
|
|
|
|
|
||||||||
Money market funds
|
$
|
29,701
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
29,701
|
|
|
|
|
|
|
|
|
|
||||||||
As of December 31, 2016:
|
|
|
|
|
|
|
|
||||||||
Money market funds
|
$
|
17,960
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
17,960
|
|
|
Six Months Ended
|
||||||
|
June 30,
|
||||||
|
2017
|
|
2016
|
||||
Cost of revenue — restructuring:
|
|
|
|
||||
Tooling and inventory write offs
|
—
|
|
|
1,679
|
|
||
Employee severance and benefits
|
—
|
|
|
71
|
|
||
|
—
|
|
|
1,750
|
|
||
|
|
|
|
||||
Operating expenses — restructuring:
|
|
|
|
||||
Employee severance and benefits
|
$
|
—
|
|
|
$
|
2,510
|
|
Licensed technology and other assets write offs
|
—
|
|
|
65
|
|
||
Other
|
—
|
|
|
30
|
|
||
|
—
|
|
|
2,605
|
|
||
Total restructuring expense
|
$
|
—
|
|
|
$
|
4,355
|
|
|
Balance as of December 31, 2016
|
|
Expensed
|
|
Payments
|
|
Balance as of June 30, 2017
|
||||||||
Employee severance and benefits
|
$
|
60
|
|
|
$
|
—
|
|
|
$
|
(60
|
)
|
|
$
|
—
|
|
Accrued costs related to restructuring
|
$
|
60
|
|
|
$
|
—
|
|
|
$
|
(60
|
)
|
|
$
|
—
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
June 30,
|
|
June 30,
|
||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Net income (loss)
|
$
|
1,264
|
|
|
$
|
(1,560
|
)
|
|
$
|
4,085
|
|
|
$
|
(10,202
|
)
|
Weighted average shares outstanding - basic
|
29,766
|
|
|
28,167
|
|
|
29,526
|
|
|
28,051
|
|
||||
Dilutive effect of employee equity incentive plans
|
2,208
|
|
|
—
|
|
|
2,075
|
|
|
—
|
|
||||
Diluted weighted average shares outstanding
|
31,974
|
|
|
28,167
|
|
|
31,601
|
|
|
28,051
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Net income (loss) per share:
|
|
|
|
|
|
|
|
||||||||
Basic
|
$
|
0.04
|
|
|
$
|
(0.06
|
)
|
|
$
|
0.14
|
|
|
$
|
(0.36
|
)
|
Diluted
|
$
|
0.04
|
|
|
$
|
(0.06
|
)
|
|
$
|
0.13
|
|
|
$
|
(0.36
|
)
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||
|
June 30,
|
|
June 30,
|
||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||
Employee equity incentive plans
|
271
|
|
|
4,587
|
|
|
7
|
|
|
4,486
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
June 30,
|
|
June 30,
|
||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Japan
|
$
|
18,167
|
|
|
$
|
10,506
|
|
|
$
|
33,361
|
|
|
$
|
19,952
|
|
Taiwan
|
2,229
|
|
|
1,235
|
|
|
6,097
|
|
|
2,269
|
|
||||
China
|
320
|
|
|
316
|
|
|
596
|
|
|
497
|
|
||||
Europe
|
5
|
|
|
141
|
|
|
1,941
|
|
|
300
|
|
||||
Korea
|
—
|
|
|
241
|
|
|
787
|
|
|
415
|
|
||||
United States
|
—
|
|
|
9
|
|
|
121
|
|
|
54
|
|
||||
Other
|
—
|
|
|
132
|
|
|
528
|
|
|
260
|
|
||||
|
$
|
20,721
|
|
|
$
|
12,580
|
|
|
$
|
43,431
|
|
|
$
|
23,747
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||
|
June 30,
|
|
June 30,
|
||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||
Distributors:
|
|
|
|
|
|
|
|
||||
All distributors
|
41
|
%
|
|
55
|
%
|
|
49
|
%
|
|
47
|
%
|
Distributor A
|
30
|
%
|
|
35
|
%
|
|
29
|
%
|
|
28
|
%
|
End customers:
1
|
|
|
|
|
|
|
|
||||
Top five end customers
|
87
|
%
|
|
82
|
%
|
|
75
|
%
|
|
83
|
%
|
End customer A
|
51
|
%
|
|
42
|
%
|
|
43
|
%
|
|
50
|
%
|
End customer B
|
15
|
%
|
|
11
|
%
|
|
10
|
%
|
|
10
|
%
|
End customer C
|
9
|
%
|
|
11
|
%
|
|
8
|
%
|
|
7
|
%
|
End customer D
|
5
|
%
|
|
13
|
%
|
|
9
|
%
|
|
10
|
%
|
1
|
End customers include customers who purchase directly from us, as well as customers who purchase our products indirectly through distributors.
|
|
June 30,
2017 |
|
December 31,
2016 |
||
Account X
|
80
|
%
|
|
54
|
%
|
Account Y
|
11
|
%
|
|
5
|
%
|
Item 2.
|
Management’s Discussion and Analysis of Financial Condition and Results of Operations.
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||||||||
|
June 30,
|
|
June 30,
|
||||||||||||||||||
|
2017
|
|
2016
|
|
% Change
|
|
2017
|
|
2016
|
|
% Change
|
||||||||||
Revenue, net
|
$
|
20,721
|
|
|
$
|
12,580
|
|
|
65
|
%
|
|
$
|
43,431
|
|
|
$
|
23,747
|
|
|
83
|
%
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||||||||||||||
|
2017
|
|
% of
revenue
|
|
2016
|
|
% of
revenue
|
|
2017
|
|
% of
revenue
|
|
2016
|
|
% of
revenue
|
||||||||||||
Direct product costs and related overhead
1
|
$
|
9,535
|
|
|
46
|
%
|
|
$
|
6,102
|
|
|
49
|
%
|
|
$
|
19,643
|
|
|
45
|
%
|
|
$
|
11,888
|
|
|
50
|
%
|
Inventory charges
2
|
(84
|
)
|
|
0
|
|
|
(10
|
)
|
|
0
|
|
|
73
|
|
|
0
|
|
|
12
|
|
|
0
|
|
||||
Other cost of revenue
3
|
69
|
|
|
0
|
|
|
46
|
|
|
0
|
|
|
122
|
|
|
0
|
|
|
90
|
|
|
0
|
|
||||
Restructuring
|
—
|
|
|
0
|
|
|
27
|
|
|
0
|
|
|
—
|
|
|
0
|
|
|
1,750
|
|
|
7
|
|
||||
Total cost of revenue
|
$
|
9,520
|
|
|
46
|
%
|
|
$
|
6,165
|
|
|
49
|
%
|
|
$
|
19,838
|
|
|
46
|
%
|
|
$
|
13,740
|
|
|
58
|
%
|
Gross profit
|
$
|
11,201
|
|
|
54
|
%
|
|
$
|
6,415
|
|
|
51
|
%
|
|
$
|
23,593
|
|
|
54
|
%
|
|
$
|
10,007
|
|
|
42
|
%
|
1
|
Includes purchased materials, assembly, test, labor, employee benefits and royalties.
|
2
|
Includes charges to reduce inventory to lower of cost or market and a benefit for sales of previously written down inventory.
|
3
|
Includes stock-based compensation.
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||||||||
|
June 30,
|
|
June 30,
|
||||||||||||||||||
|
2017
|
|
2016
|
|
% Change
|
|
2017
|
|
2016
|
|
% Change
|
||||||||||
Research and development
|
$
|
4,501
|
|
|
$
|
4,504
|
|
|
0
|
%
|
|
$
|
9,407
|
|
|
$
|
10,179
|
|
|
(8
|
)%
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||||||||
|
June 30,
|
|
June 30,
|
||||||||||||||||||
|
2017
|
|
2016
|
|
% Change
|
|
2017
|
|
2016
|
|
% Change
|
||||||||||
Selling, general and administrative
|
$
|
4,660
|
|
|
$
|
3,180
|
|
|
47
|
%
|
|
$
|
8,799
|
|
|
$
|
7,045
|
|
|
25
|
%
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
June 30,
|
|
June 30,
|
||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Employee severance and benefits
|
$
|
—
|
|
|
$
|
78
|
|
|
$
|
—
|
|
|
$
|
2,581
|
|
Write off of assets
|
—
|
|
|
—
|
|
|
—
|
|
|
1,744
|
|
||||
Other
|
—
|
|
|
16
|
|
|
—
|
|
|
30
|
|
||||
Total restructuring expense
|
$
|
—
|
|
|
$
|
94
|
|
|
$
|
—
|
|
|
$
|
4,355
|
|
|
|
|
|
|
|
|
|
||||||||
Included in cost of revenue
|
$
|
—
|
|
|
$
|
27
|
|
|
$
|
—
|
|
|
$
|
1,750
|
|
Included in operating expenses
|
—
|
|
|
67
|
|
|
—
|
|
|
2,605
|
|
Item 3.
|
Quantitative and Qualitative Disclosures about Market Risk.
|
Item 4.
|
Controls and Procedures.
|
Item 1A.
|
Risk Factors.
|
•
|
difficulties in managing international distributors and manufacturers due to varying time zones, languages and business customs;
|
•
|
compliance with U.S. laws affecting operations outside of the U.S., such as the Foreign Corrupt Practices Act;
|
•
|
reduced or limited protection of our IP, particularly in software, which is more prone to design piracy;
|
•
|
difficulties in collecting outstanding accounts receivable balances;
|
•
|
changes in tax rates, tax laws and the interpretation of those laws;
|
•
|
difficulties regarding timing and availability of export and import licenses;
|
•
|
ensuring that we obtain complete and accurate information from our Asian operations to make proper disclosures in the United States;
|
•
|
political and economic instability;
|
•
|
difficulties in maintaining sales representatives outside of the U.S. that are knowledgeable about our industry and products;
|
•
|
changes in the regulatory environment in the PRC, Japan, Taiwan and Korea that may significantly impact purchases of our products by our customers or our customers’ sales of their own products;
|
•
|
outbreaks of health epidemics in the PRC or other parts of Asia;
|
•
|
imposition of new tariffs, quotas, trade barriers and similar trade restrictions on our sales;
|
•
|
varying employment and labor laws; and
|
•
|
greater vulnerability to infrastructure and labor disruptions than in established markets.
|
•
|
reduced end user demand due to the economic impact of any natural disaster;
|
•
|
a disruption to the global supply chain for products manufactured in areas affected by natural disasters that are included in products purchased either by us or by our customers;
|
•
|
an increase in the cost of products that we purchase due to reduced supply; and
|
•
|
other unforeseen impacts as a result of the uncertainty resulting from a natural disaster.
|
•
|
difficulties in hiring and retaining necessary technical personnel;
|
•
|
difficulties in reallocating engineering resources and overcoming resource limitations;
|
•
|
difficulties with contract manufacturers;
|
•
|
changes to product specifications and customer requirements;
|
•
|
changes to market or competitive product requirements; and
|
•
|
unanticipated engineering complexities.
|
•
|
stop selling products using technology that contains the allegedly infringing IP;
|
•
|
attempt to obtain a license to the relevant IP, which may not be available on terms that are acceptable to us or at all;
|
•
|
attempt to redesign those products that contain the allegedly infringing IP; or
|
•
|
pay damages for past infringement claims that are determined to be valid or which are arrived at in settlement of such litigation or threatened litigation.
|
•
|
actual or anticipated fluctuations in our operating results;
|
•
|
changes in or failure to meet expectations as to our future financial performance;
|
•
|
changes in or failure to meet financial estimates of securities analysts;
|
•
|
announcements by us or our competitors of technological innovations, design wins, contracts, standards, acquisitions or divestitures;
|
•
|
Failure to realize the anticipated benefits of the acquisition of ViXS, and unanticipated costs related thereto;
|
•
|
the operating and stock price performance of other comparable companies;
|
•
|
issuances or proposed issuances of equity, debt or other securities by us, or sales of securities by our security holders; and
|
•
|
changes in market valuations of other technology companies.
|
•
|
if the number of directors is fixed by the board at eight or more, our board of directors is divided into three classes serving staggered terms, which would make it more difficult for a group of shareholders to quickly replace a majority of directors;
|
•
|
our board of directors is authorized, without prior shareholder approval, to create and issue preferred stock with voting or other rights or preferences that could impede the success of any attempt to acquire us or to effect a change of control, commonly referred to as "blank check" preferred stock;
|
•
|
members of our board of directors can be removed only for cause and at a meeting of shareholders called expressly for that purpose, by the vote of 75 percent of the votes then entitled to be cast for the election of directors;
|
•
|
our board of directors may alter our bylaws without obtaining shareholder approval; and shareholders are required to provide advance notice for nominations for election to the board of directors or for proposing matters to be acted upon at a shareholder meeting;
|
•
|
Oregon law permits our board to consider other factors beyond stockholder value in evaluating any acquisition offer (so-called "expanded constituency" provisions); and
|
•
|
a supermajority (67%) vote of shareholders is required to approve certain fundamental transactions.
|
Item 6.
|
Exhibits.
|
2.1
|
|
|
|
|
|
2.2
|
|
|
|
|
|
3.1
|
|
|
|
|
|
3.2
|
|
|
|
|
|
3.3
|
|
|
|
|
|
10.1
|
|
|
|
|
|
31.1
|
|
|
|
|
|
31.2
|
|
|
|
|
|
32.1*
|
|
|
|
|
|
32.2*
|
|
|
|
|
|
101.INS
|
|
XBRL Instance Document
|
|
|
|
101.SCH
|
|
XBRL Taxonomy Extension Schema Document
|
|
|
|
101.CAL
|
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
|
|
|
101.DEF
|
|
XBRL Taxonomy Extension Definition Linkbase Document
|
|
|
|
101.LAB
|
|
XBRL Taxonomy Label Linkbase Document
|
|
|
|
101.PRE
|
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
*
|
Exhibits 32.1 and 32.2 are being furnished and shall not be deemed to be "filed" for under the Securities Act of 1933, as amended (the “Securities Act”) or the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liability of that section, nor shall such exhibits be deemed to be incorporated by reference in any registration statement or other document filed under the Securities Act or the Exchange Act, whether made before or after the date hereof and irrespective of any general incorporation language contained in such filing, except to the extent specifically stated in such filing.
|
|
|
PIXELWORKS, INC.
|
|
|
|
Dated:
|
August 14, 2017
|
/s/ Steven L. Moore
|
|
|
Steven L. Moore
Vice President, Chief Financial Officer,
Secretary and Treasurer
(Duly Authorized Officer and Principal Accounting and Principal Financial Officer)
|
Exhibit Number
|
|
Description
|
2.1
|
|
|
|
|
|
2.2
|
|
|
|
|
|
3.1
|
|
|
|
|
|
3.2
|
|
|
|
|
|
3.3
|
|
|
|
|
|
10.1
|
|
|
|
|
|
31.1
|
|
|
|
|
|
31.2
|
|
|
|
|
|
32.1*
|
|
|
|
|
|
32.2*
|
|
|
|
|
|
101.INS
|
|
XBRL Instance Document
|
|
|
|
101.SCH
|
|
XBRL Taxonomy Extension Schema Document
|
|
|
|
101.CAL
|
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
|
|
|
101.DEF
|
|
XBRL Taxonomy Extension Definition Linkbase Document
|
|
|
|
101.LAB
|
|
XBRL Taxonomy Label Linkbase Document
|
|
|
|
101.PRE
|
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
*
|
Exhibits 32.1 and 32.2 are being furnished and shall not be deemed to be "filed" for under the Securities Act of 1933, as amended (the “Securities Act”) or the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liability of that section, nor shall such exhibits be deemed to be incorporated by reference in any registration statement or other document filed under the Securities Act or the Exchange Act, whether made before or after the date hereof and irrespective of any general incorporation language contained in such filing, except to the extent specifically stated in such filing.
|
BORROWER
|
|
PIXELWORKS, INC.,
|
|
an Oregon Corporation
|
|
By
|
/s/ Steven L. Moore
|
Name:
|
Steven L. Moore
|
Title:
|
VP & CFO
|
BANK:
|
|
SILICON VALLEY BANK
|
|
By
|
/s/ Benjamin Yu
|
Name:
|
Benjamin Yu
|
Title:
|
Director
|
1.
|
I have reviewed this quarterly report on Form 10-Q of Pixelworks, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a.
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b.
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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;
|
c.
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d.
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
5.
|
The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
a.
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
b.
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
Date:
|
August 14, 2017
|
By:
|
/s/ Todd A. DeBonis
|
|
|
|
Todd A. DeBonis
|
|
|
|
President and Chief Executive Officer
(Principal Executive Officer)
|
1.
|
I have reviewed this quarterly report on Form 10-Q of Pixelworks, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a.
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b.
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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;
|
c.
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d.
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
5.
|
The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
a.
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
b.
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
Date:
|
August 14, 2017
|
By:
|
/s/ Steven L. Moore
|
|
|
|
Steven L. Moore
|
|
|
|
Vice President, Chief Financial
|
|
|
|
Officer, Secretary and Treasurer
(Principal Financial Officer)
|
1.
|
The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
2.
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
By:
|
/s/ Todd A. DeBonis
|
|
Todd A. DeBonis
|
|
President and Chief Executive Officer
(Principal Executive Officer)
|
|
|
Date:
|
August 14, 2017
|
1.
|
The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
2.
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
By:
|
/s/ Steven L. Moore
|
|
Steven L. Moore
|
|
Vice President, Chief Financial
|
|
Officer, Secretary and Treasurer
(Principal Financial Officer)
|
|
|
Date:
|
August 14, 2017
|