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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
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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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Delaware
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14-1896129
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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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5966 La Place Court, Suite 100
Carlsbad, California
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92008
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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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þ
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Non-accelerated filer
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¨
(Do not check if a smaller reporting company)
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Smaller reporting company
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¨
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Page
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Part I
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Item 1.
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||
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||
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||
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||
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||
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Item 2.
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Item 3.
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Item 4.
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Part II
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Item 1.
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Item 1A.
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Item 2.
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Item 3.
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Item 4.
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Item 5.
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Item 6.
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ITEM 1.
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FINANCIAL STATEMENTS
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June 30,
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December 31,
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||||
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2015
|
|
2014
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||||
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(unaudited)
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||||
Assets
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
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$
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56,731
|
|
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$
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20,696
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Short-term investments, available-for-sale
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16,638
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48,399
|
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||
Accounts receivable, net
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41,561
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|
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18,523
|
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||
Inventory
|
38,822
|
|
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10,858
|
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||
Prepaid expenses and other current assets
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5,297
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|
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2,438
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Total current assets
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159,049
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|
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100,914
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||
Property and equipment, net
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23,123
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12,441
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||
Long-term investments, available-for-sale
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8,706
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10,256
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Intangible assets, net
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93,377
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10,386
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||
Goodwill
|
48,888
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1,201
|
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||
Other long-term assets
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6,158
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|
|
513
|
|
||
Total assets
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$
|
339,301
|
|
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$
|
135,711
|
|
Liabilities and stockholders’ equity
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Accounts payable
|
$
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20,784
|
|
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$
|
7,509
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Deferred revenue and deferred profit
|
4,135
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|
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3,612
|
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||
Accrued price protection liability
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15,779
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|
|
10,018
|
|
||
Accrued expenses and other current liabilities
|
24,681
|
|
|
5,548
|
|
||
Accrued compensation
|
8,857
|
|
|
6,559
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|
||
Total current liabilities
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74,236
|
|
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33,246
|
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||
Other long-term liabilities
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10,723
|
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3,363
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||
Commitments and contingencies
|
|
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|
|
|
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Stockholders’ equity:
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|
|
|
||||
Preferred stock, $0.0001 par value; 25,000 shares authorized, no shares issued or outstanding
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—
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|
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—
|
|
||
Common stock, $0.0001 par value; 550,000 shares authorized, no shares issued or outstanding
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—
|
|
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—
|
|
||
Class A common stock, $0.0001 par value; 500,000 shares authorized, 53,270 and 30,927 shares issued and outstanding at June 30, 2015 and December 31, 2014, respectively
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5
|
|
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3
|
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||
Class B common stock, $0.0001 par value; 500,000 shares authorized, 6,883 and 6,984 shares issued and outstanding at June 30, 2015 and December 31, 2014, respectively
|
1
|
|
|
1
|
|
||
Additional paid-in capital
|
368,507
|
|
|
177,912
|
|
||
Accumulated other comprehensive income (loss)
|
88
|
|
|
(25
|
)
|
||
Accumulated deficit
|
(114,259
|
)
|
|
(78,789
|
)
|
||
Total stockholders’ equity
|
254,342
|
|
|
99,102
|
|
||
Total liabilities and stockholders’ equity
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$
|
339,301
|
|
|
$
|
135,711
|
|
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Three Months Ended
|
|
Six Months Ended
|
||||||||||||
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June 30,
|
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June 30,
|
||||||||||||
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2015
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|
2014
|
|
2015
|
|
2014
|
||||||||
Net revenue
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$
|
70,824
|
|
|
$
|
35,592
|
|
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$
|
106,220
|
|
|
$
|
68,093
|
|
Cost of net revenue
|
43,882
|
|
|
13,346
|
|
|
57,607
|
|
|
25,794
|
|
||||
Gross profit
|
26,942
|
|
|
22,246
|
|
|
48,613
|
|
|
42,299
|
|
||||
Operating expenses:
|
|
|
|
|
|
|
|
||||||||
Research and development
|
23,993
|
|
|
13,892
|
|
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39,274
|
|
|
26,987
|
|
||||
Selling, general and administrative
|
23,620
|
|
|
8,688
|
|
|
34,564
|
|
|
16,449
|
|
||||
Restructuring charges
|
11,389
|
|
|
—
|
|
|
11,389
|
|
|
—
|
|
||||
Total operating expenses
|
59,002
|
|
|
22,580
|
|
|
85,227
|
|
|
43,436
|
|
||||
Loss from operations
|
(32,060
|
)
|
|
(334
|
)
|
|
(36,614
|
)
|
|
(1,137
|
)
|
||||
Interest income
|
51
|
|
|
60
|
|
|
121
|
|
|
121
|
|
||||
Other expense, net
|
(22
|
)
|
|
(18
|
)
|
|
(56
|
)
|
|
(30
|
)
|
||||
Loss before income taxes
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(32,031
|
)
|
|
(292
|
)
|
|
(36,549
|
)
|
|
(1,046
|
)
|
||||
Provision for (benefit from) income taxes
|
(1,384
|
)
|
|
320
|
|
|
(1,180
|
)
|
|
428
|
|
||||
Net loss
|
$
|
(30,647
|
)
|
|
$
|
(612
|
)
|
|
$
|
(35,369
|
)
|
|
$
|
(1,474
|
)
|
Net loss per share:
|
|
|
|
|
|
|
|
||||||||
Basic
|
$
|
(0.58
|
)
|
|
$
|
(0.02
|
)
|
|
$
|
(0.78
|
)
|
|
$
|
(0.04
|
)
|
Diluted
|
$
|
(0.58
|
)
|
|
$
|
(0.02
|
)
|
|
$
|
(0.78
|
)
|
|
$
|
(0.04
|
)
|
Shares used to compute net loss per share:
|
|
|
|
|
|
|
|
||||||||
Basic
|
52,586
|
|
|
36,093
|
|
|
45,367
|
|
|
35,733
|
|
||||
Diluted
|
52,586
|
|
|
36,093
|
|
|
45,367
|
|
|
35,733
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
June 30,
|
|
June 30,
|
||||||||||||
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
Net loss
|
$
|
(30,647
|
)
|
|
$
|
(612
|
)
|
|
$
|
(35,369
|
)
|
|
$
|
(1,474
|
)
|
Other comprehensive income (loss), net of tax:
|
|
|
|
|
|
|
|
||||||||
Unrealized gain (loss) on investments, net of tax of $0 and $0 for the three and six months ended June 30, 2015 and 2014, respectively
|
(2
|
)
|
|
(3
|
)
|
|
33
|
|
|
(4
|
)
|
||||
Foreign currency translation adjustments, net of tax of $0 and $0 for the three and six months ended June 30, 2015 and 2014, respectively
|
68
|
|
|
1
|
|
|
80
|
|
|
—
|
|
||||
Other comprehensive income (loss)
|
66
|
|
|
(2
|
)
|
|
113
|
|
|
(4
|
)
|
||||
Total comprehensive loss
|
$
|
(30,581
|
)
|
|
$
|
(614
|
)
|
|
$
|
(35,256
|
)
|
|
$
|
(1,478
|
)
|
|
Six Months Ended
|
||||||
|
June 30,
|
||||||
2015
|
|
2014
|
|||||
Operating Activities
|
|
|
|
||||
Net loss
|
$
|
(35,369
|
)
|
|
$
|
(1,474
|
)
|
Adjustments to reconcile net loss to cash provided by operating activities:
|
|
|
|
||||
Amortization and depreciation
|
13,866
|
|
|
2,205
|
|
||
Amortization of investment premiums, net
|
204
|
|
|
410
|
|
||
Amortization of inventory step-up
|
13,286
|
|
|
—
|
|
||
Stock-based compensation
|
10,020
|
|
|
7,078
|
|
||
Deferred income taxes
|
(1,960
|
)
|
|
11
|
|
||
Impairment of lease
|
5,593
|
|
|
—
|
|
||
Changes in operating assets and liabilities:
|
|
|
|
||||
Accounts receivable
|
6,176
|
|
|
(630
|
)
|
||
Inventory
|
(11,650
|
)
|
|
269
|
|
||
Prepaid and other assets
|
3,384
|
|
|
(342
|
)
|
||
Accounts payable, accrued expenses and other current liabilities
|
302
|
|
|
1,152
|
|
||
Accrued compensation
|
1,503
|
|
|
2,209
|
|
||
Deferred revenue and deferred profit
|
523
|
|
|
(22
|
)
|
||
Accrued price protection liability
|
2,275
|
|
|
495
|
|
||
Other long-term liabilities
|
249
|
|
|
280
|
|
||
Net cash provided by operating activities
|
8,402
|
|
|
11,641
|
|
||
Investing Activities
|
|
|
|
||||
Purchases of property and equipment
|
(1,460
|
)
|
|
(4,641
|
)
|
||
Cash used in acquisition, net of cash acquired
|
(3,615
|
)
|
|
—
|
|
||
Purchases of available-for-sale securities
|
(19,968
|
)
|
|
(29,764
|
)
|
||
Maturities of available-for-sale securities
|
53,108
|
|
|
28,995
|
|
||
Net cash provided by (used in) investing activities
|
28,065
|
|
|
(5,410
|
)
|
||
Financing Activities
|
|
|
|
||||
Repurchases of common stock
|
(101
|
)
|
|
—
|
|
||
Net proceeds from issuance of common stock
|
3,455
|
|
|
1,559
|
|
||
Minimum tax withholding paid on behalf of employees for restricted stock units
|
(3,161
|
)
|
|
(2,988
|
)
|
||
Equity issuance costs
|
(705
|
)
|
|
—
|
|
||
Net cash used in financing activities
|
(512
|
)
|
|
(1,429
|
)
|
||
Effect of exchange rate changes on cash and cash equivalents
|
80
|
|
|
(4
|
)
|
||
Increase in cash and cash equivalents
|
36,035
|
|
|
4,798
|
|
||
Cash and cash equivalents at beginning of period
|
20,696
|
|
|
26,450
|
|
||
Cash and cash equivalents at end of period
|
$
|
56,731
|
|
|
$
|
31,248
|
|
Supplemental disclosures of cash flow information:
|
|
|
|
||||
Cash paid for income taxes
|
$
|
7
|
|
|
$
|
75
|
|
Supplemental disclosures of non-cash activities:
|
|
|
|
||||
Issuance of accrued share-based bonus plan
|
$
|
2,722
|
|
|
$
|
5,019
|
|
Accrued purchases of property and equipment
|
$
|
86
|
|
|
$
|
1,751
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
June 30,
|
|
June 30,
|
||||||||||||
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
Numerator:
|
|
|
|
|
|
|
|
||||||||
Net loss
|
$
|
(30,647
|
)
|
|
$
|
(612
|
)
|
|
$
|
(35,369
|
)
|
|
$
|
(1,474
|
)
|
Denominator:
|
|
|
|
|
|
|
|
||||||||
Weighted average common shares outstanding—basic
|
52,586
|
|
|
36,093
|
|
|
45,367
|
|
|
35,733
|
|
||||
Dilutive common stock equivalents
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Weighted average common shares outstanding—diluted
|
52,586
|
|
|
36,093
|
|
|
45,367
|
|
|
35,733
|
|
||||
Net loss per share:
|
|
|
|
|
|
|
|
||||||||
Basic
|
$
|
(0.58
|
)
|
|
$
|
(0.02
|
)
|
|
$
|
(0.78
|
)
|
|
$
|
(0.04
|
)
|
Diluted
|
$
|
(0.58
|
)
|
|
$
|
(0.02
|
)
|
|
$
|
(0.78
|
)
|
|
$
|
(0.04
|
)
|
Cash
|
$
|
111,125
|
|
Class A common stock issued
|
173,781
|
|
|
Equity awards assumed
|
4,485
|
|
|
Total purchase consideration
|
$
|
289,391
|
|
|
Fair Value
|
||
Cash, cash equivalents and short-term investments
|
$
|
107,510
|
|
Accounts receivable
|
29,214
|
|
|
Inventory
|
29,600
|
|
|
Prepaid expenses
|
5,680
|
|
|
Property and equipment, net
|
18,662
|
|
|
Other long-term assets
|
2,671
|
|
|
Intangible assets
|
92,400
|
|
|
Accounts payable
|
(17,552
|
)
|
|
Accrued price protection liability
|
(3,486
|
)
|
|
Accrued expenses and other current liabilities
|
(10,434
|
)
|
|
Accrued compensation
|
(3,517
|
)
|
|
Deferred tax liability
|
(1,933
|
)
|
|
Other long-term liabilities
|
(7,111
|
)
|
|
Total identifiable net assets
|
241,704
|
|
|
Goodwill
|
47,687
|
|
|
Fair value of net assets acquired
|
$
|
289,391
|
|
|
Estimated Useful Life (in years)
|
|
Fair Value
|
||
Developed technology
|
7.0
|
|
$
|
43,600
|
|
In-process research and development
|
n/a
|
|
18,200
|
|
|
Trademarks and trade names
|
7.0
|
|
1,700
|
|
|
Customer relationships
|
5.0
|
|
4,700
|
|
|
Backlog
|
0.7
|
|
24,200
|
|
|
Total intangible assets
|
|
|
$
|
92,400
|
|
|
Six Months Ended June 30
|
||||||
|
2015
|
|
2014
|
||||
Amortization and depreciation of intangible assets and property, plant
and equipment acquired
|
$
|
(8,557
|
)
|
|
$
|
16,775
|
|
Amortization of inventory step-up
|
(13,286
|
)
|
|
14,244
|
|
||
Acquisition and integration expenses
|
(13,307
|
)
|
|
—
|
|
||
Restructuring charges
|
(11,389
|
)
|
|
—
|
|
||
|
$
|
(46,539
|
)
|
|
$
|
31,019
|
|
Cash
|
$
|
9,250
|
|
Contingent consideration
|
265
|
|
|
Fair value of total consideration transferred
|
$
|
9,515
|
|
Financial assets
|
$
|
114
|
|
Accounts receivable
|
447
|
|
|
Prepaid expenses
|
28
|
|
|
Inventory
|
69
|
|
|
Fixed assets
|
56
|
|
|
Identifiable intangible assets
|
10,000
|
|
|
Financial liabilities
|
(65
|
)
|
|
Net deferred tax liability
|
(2,335
|
)
|
|
Total identifiable net assets
|
8,314
|
|
|
Goodwill
|
1,201
|
|
|
|
$
|
9,515
|
|
|
Six Months Ended June 30, 2015
|
||
Employee separation expenses
|
$
|
5,796
|
|
Lease related impairment
|
5,593
|
|
|
|
$
|
11,389
|
|
|
Employee Separation Expenses
|
|
Lease Related Impairment
|
|
Total
|
||||||
Liability as of December 31, 2014
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Restructuring charges
|
5,796
|
|
|
5,593
|
|
|
11,389
|
|
|||
Cash payments
|
(4,057
|
)
|
|
—
|
|
|
(4,057
|
)
|
|||
Non-cash charges
|
(1,491
|
)
|
|
(4,457
|
)
|
|
(5,948
|
)
|
|||
Liability as of June 30, 2015
|
$
|
248
|
|
|
$
|
1,136
|
|
|
$
|
1,384
|
|
|
June 30, 2015
|
||||||||||||||
Amortized
Cost |
|
Gross Unrealized
|
|
Fair
Value |
|||||||||||
Gains
|
|
Losses
|
|
||||||||||||
Assets
|
|
|
|
|
|
|
|
||||||||
Money market funds
|
$
|
5,421
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
5,421
|
|
Government debt securities
|
8,898
|
|
|
1
|
|
|
—
|
|
|
8,899
|
|
||||
Corporate debt securities
|
16,461
|
|
|
—
|
|
|
(16
|
)
|
|
16,445
|
|
||||
|
30,780
|
|
|
1
|
|
|
(16
|
)
|
|
30,765
|
|
||||
Less amounts included in cash and cash equivalents
|
(5,421
|
)
|
|
—
|
|
|
—
|
|
|
(5,421
|
)
|
||||
|
$
|
25,359
|
|
|
$
|
1
|
|
|
$
|
(16
|
)
|
|
$
|
25,344
|
|
|
Fair Value at June 30, 2015
|
||
Liabilities
|
|
||
Contingent Consideration
|
$
|
133
|
|
Total
|
$
|
133
|
|
|
December 31, 2014
|
||||||||||||||
Amortized
Cost |
|
Gross Unrealized
|
|
Fair
Value |
|||||||||||
Gains
|
|
Losses
|
|
||||||||||||
Assets
|
|
|
|
|
|
|
|
||||||||
Money market funds
|
$
|
1,858
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,858
|
|
Government debt securities
|
27,154
|
|
|
5
|
|
|
(8
|
)
|
|
27,151
|
|
||||
Corporate debt securities
|
31,543
|
|
|
3
|
|
|
(42
|
)
|
|
31,504
|
|
||||
|
60,555
|
|
|
8
|
|
|
(50
|
)
|
|
60,513
|
|
||||
Less amounts included in cash and cash equivalents
|
(1,858
|
)
|
|
—
|
|
|
—
|
|
|
(1,858
|
)
|
||||
|
$
|
58,697
|
|
|
$
|
8
|
|
|
$
|
(50
|
)
|
|
$
|
58,655
|
|
|
Fair Value at December 31, 2014
|
||
Liabilities
|
|
||
Contingent Consideration
|
$
|
265
|
|
Total
|
$
|
265
|
|
|
|
|
Fair Value Measurements at June 30, 2015
|
||||||||||||
|
Balance at
June 30, 2015 |
|
Quoted Prices
in Active Markets for Identical Assets (Level 1) |
|
Significant
Other Observable Inputs (Level 2) |
|
Significant
Unobservable Inputs (Level 3) |
||||||||
Assets
|
|
|
|
|
|
|
|
||||||||
Money market funds
|
$
|
5,421
|
|
|
$
|
5,421
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Government debt securities
|
8,899
|
|
|
—
|
|
|
8,899
|
|
|
—
|
|
||||
Corporate debt securities
|
16,445
|
|
|
—
|
|
|
16,445
|
|
|
—
|
|
||||
|
$
|
30,765
|
|
|
$
|
5,421
|
|
|
$
|
25,344
|
|
|
$
|
—
|
|
Liabilities
|
|
|
|
|
|
|
|
||||||||
Contingent consideration
|
$
|
133
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
133
|
|
|
$
|
133
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
133
|
|
|
|
|
Fair Value Measurements at December 31, 2014
|
||||||||||||
|
Balance at
December 31, 2014 |
|
Quoted Prices
in Active Markets for Identical Assets (Level 1) |
|
Significant
Other Observable Inputs (Level 2) |
|
Significant
Unobservable Inputs (Level 3) |
||||||||
Assets
|
|
|
|
|
|
|
|
||||||||
Money market funds
|
$
|
1,858
|
|
|
$
|
1,858
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Government debt securities
|
27,151
|
|
|
—
|
|
|
27,151
|
|
|
—
|
|
||||
Corporate debt securities
|
31,504
|
|
|
—
|
|
|
31,504
|
|
|
—
|
|
||||
|
$
|
60,513
|
|
|
$
|
1,858
|
|
|
$
|
58,655
|
|
|
$
|
—
|
|
Liabilities
|
|
|
|
|
|
|
|
||||||||
Contingent consideration
|
$
|
265
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
265
|
|
|
$
|
265
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
265
|
|
|
Six Months Ended June 30, 2015
|
||
Contingent Consideration
(1)
|
|
||
Beginning balance
|
$
|
265
|
|
(Gain) loss recognized in earnings
(2)
|
(132
|
)
|
|
Ending balance
|
$
|
133
|
|
Net gain (loss) for the period included in earnings attributable to contingent consideration held at the end of the period:
|
$
|
(132
|
)
|
|
June 30,
2015 |
|
December 31,
2014 |
||||
Cash and cash equivalents
|
$
|
56,731
|
|
|
$
|
20,696
|
|
Short-term investments
|
16,638
|
|
|
48,399
|
|
||
Long-term investments
|
8,706
|
|
|
10,256
|
|
||
|
$
|
82,075
|
|
|
$
|
79,351
|
|
|
June 30,
2015 |
|
December 31,
2014 |
||||
Work-in-process
|
$
|
21,778
|
|
|
$
|
4,169
|
|
Finished goods
|
17,044
|
|
|
6,689
|
|
||
|
$
|
38,822
|
|
|
$
|
10,858
|
|
|
Useful Life
(in Years)
|
|
June 30,
2015 |
|
December 31,
2014 |
||||
Furniture and fixtures
|
5
|
|
$
|
2,416
|
|
|
$
|
735
|
|
Machinery and equipment
|
3 -5
|
|
22,706
|
|
|
12,695
|
|
||
Masks and production equipment
|
2
|
|
8,672
|
|
|
8,672
|
|
||
Software
|
3
|
|
2,800
|
|
|
905
|
|
||
Leasehold improvements
|
4 -5
|
|
10,371
|
|
|
4,451
|
|
||
Construction in progress
|
N/A
|
|
97
|
|
|
276
|
|
||
|
|
|
47,062
|
|
|
27,734
|
|
||
Less accumulated depreciation and amortization
|
|
|
(23,939
|
)
|
|
(15,293
|
)
|
||
|
|
|
$
|
23,123
|
|
|
$
|
12,441
|
|
|
Weighted
Average
Amortization
Period
(in Years)
|
|
June 30,
2015 |
|
December 31,
2014 |
||||
Licensed technology
|
3
|
|
$
|
2,821
|
|
|
$
|
2,821
|
|
Developed technology
|
7
|
|
46,700
|
|
|
2,700
|
|
||
Trademarks and trade names
|
7
|
|
1,700
|
|
|
—
|
|
||
Customer relationships
|
5
|
|
4,700
|
|
|
—
|
|
||
Backlog
|
1
|
|
24,200
|
|
|
—
|
|
||
Less accumulated amortization
|
|
|
(11,844
|
)
|
|
(2,435
|
)
|
||
|
|
|
68,277
|
|
|
3,086
|
|
||
In-process research and development
|
|
|
25,100
|
|
|
7,300
|
|
||
|
|
|
$
|
93,377
|
|
|
$
|
10,386
|
|
|
Amortization
|
||
2015
|
$
|
20,499
|
|
2016
|
7,967
|
|
|
2017
|
7,854
|
|
|
2018
|
7,854
|
|
|
2019
|
7,854
|
|
|
Thereafter
|
16,249
|
|
|
Total
|
$
|
68,277
|
|
|
June 30,
2015 |
|
December 31,
2014 |
||||
Deferred revenue—rebates
|
$
|
23
|
|
|
$
|
21
|
|
Deferred revenue—distributor transactions
|
6,358
|
|
|
5,585
|
|
||
Deferred cost of net revenue—distributor transactions
|
(2,246
|
)
|
|
(1,994
|
)
|
||
|
$
|
4,135
|
|
|
$
|
3,612
|
|
|
Six Months Ended
June 30, |
||||||
|
2015
|
|
2014
|
||||
Beginning balance
|
$
|
10,018
|
|
|
$
|
15,017
|
|
Additional liability from acquisition
|
3,486
|
|
|
—
|
|
||
Charged as a reduction of revenue
|
14,781
|
|
|
6,677
|
|
||
Reversal of unclaimed rebates
|
(63
|
)
|
|
(242
|
)
|
||
Payments
|
(12,443
|
)
|
|
(7,072
|
)
|
||
Ending balance
|
$
|
15,779
|
|
|
$
|
14,380
|
|
|
June 30,
2015 |
|
December 31,
2014 |
||||
Accrued technology license payments
|
$
|
3,000
|
|
|
$
|
3,000
|
|
Accrued professional fees
|
1,976
|
|
|
422
|
|
||
Accrued product liability
|
3,606
|
|
|
—
|
|
||
Accrued restructuring
|
1,384
|
|
|
—
|
|
||
Accrued litigation costs
|
700
|
|
|
560
|
|
||
Accrued royalty
|
1,824
|
|
|
—
|
|
||
Deferred tax liability
|
3,762
|
|
|
—
|
|
||
Other
|
8,429
|
|
|
1,566
|
|
||
|
$
|
24,681
|
|
|
$
|
5,548
|
|
|
Six Months Ended
June 30, |
||
|
2014
|
||
Weighted-average grant date fair value per share
|
$
|
4.03
|
|
Risk-free interest rate
|
1.70
|
%
|
|
Dividend yield
|
—
|
%
|
|
Expected life (years)
|
4.56
|
|
|
Volatility
|
51.00
|
%
|
|
Six Months Ended
June 30, |
||||||
|
2015
|
|
2014
|
||||
Weighted-average grant date fair value per share
|
$
|
2.25
|
|
|
$
|
2.47
|
|
Risk-free interest rate
|
0.09
|
%
|
|
0.05
|
%
|
||
Dividend yield
|
—
|
%
|
|
—
|
%
|
||
Expected life (years)
|
0.50
|
|
|
0.50
|
|
||
Volatility
|
32.65
|
%
|
|
47.75
|
%
|
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
||||||||||||
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
Cost of net revenue
|
$
|
61
|
|
|
$
|
32
|
|
|
$
|
96
|
|
|
$
|
61
|
|
Research and development
|
3,053
|
|
|
2,384
|
|
|
5,393
|
|
|
4,578
|
|
||||
Selling, general and administrative
|
1,680
|
|
|
1,269
|
|
|
3,024
|
|
|
2,439
|
|
||||
|
$
|
4,794
|
|
|
$
|
3,685
|
|
|
$
|
8,513
|
|
|
$
|
7,078
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||
Percentage of total net revenue
|
|
|
|
|
|
|
|
||||
Arris
1
|
30
|
%
|
|
34
|
%
|
|
29
|
%
|
|
34
|
%
|
Cisco
|
16
|
%
|
|
11
|
%
|
|
15
|
%
|
|
*
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||
Percentage of total net revenue
|
|
|
|
|
|
|
|
||||
China
|
75
|
%
|
|
78
|
%
|
|
73
|
%
|
|
78
|
%
|
|
Operating Leases
|
|
Other Obligations
|
|
Inventory Purchase Obligations
|
||||||
2015 (remaining six months)
|
$
|
3,803
|
|
|
$
|
6,465
|
|
|
$
|
30,160
|
|
2016
|
7,430
|
|
|
11,362
|
|
|
—
|
|
|||
2017
|
6,001
|
|
|
4,687
|
|
|
—
|
|
|||
2018
|
5,056
|
|
|
700
|
|
|
—
|
|
|||
2019
|
4,774
|
|
|
—
|
|
|
—
|
|
|||
Thereafter
|
12,916
|
|
|
—
|
|
|
—
|
|
|||
Total minimum payments:
|
$
|
39,980
|
|
|
$
|
23,214
|
|
|
$
|
30,160
|
|
ITEM 2.
|
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
||||||||
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||
Net revenue
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
Cost of net revenue
|
62
|
|
|
37
|
|
|
54
|
|
|
38
|
|
Gross profit
|
38
|
|
|
63
|
|
|
46
|
|
|
62
|
|
Operating expenses:
|
|
|
|
|
|
|
|
||||
Research and development
|
34
|
|
|
39
|
|
|
37
|
|
|
40
|
|
Selling, general and administrative
|
33
|
|
|
24
|
|
|
33
|
|
|
24
|
|
Restructuring charges
|
16
|
|
|
—
|
|
|
11
|
|
|
—
|
|
Total operating expenses
|
83
|
|
|
63
|
|
|
81
|
|
|
64
|
|
Loss from operations
|
(45
|
)
|
|
—
|
|
|
(35
|
)
|
|
(2
|
)
|
Interest income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Other expense, net
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Loss before provision for income taxes
|
(45
|
)
|
|
—
|
|
|
(35
|
)
|
|
(2
|
)
|
Provision for income taxes
|
(2
|
)
|
|
1
|
|
|
(1
|
)
|
|
1
|
|
Net loss
|
(43
|
)%
|
|
(1
|
)%
|
|
(34
|
)%
|
|
(3
|
)%
|
|
Three Months Ended
June 30, |
|
|
|
Six Months Ended
June 30, |
|
|
||||||||||||||
|
2015
|
|
2014
|
|
% Change
|
|
2015
|
|
2014
|
|
% Change
|
||||||||||
|
(dollars in thousands)
|
|
|
|
(dollars in thousands)
|
|
|
||||||||||||||
Operator
|
$
|
53,165
|
|
|
$
|
27,965
|
|
|
90
|
%
|
|
$
|
82,033
|
|
|
$
|
53,097
|
|
|
54
|
%
|
% of net revenue
|
75
|
%
|
|
79
|
%
|
|
|
|
77
|
%
|
|
78
|
%
|
|
|
||||||
Infrastructure and other
|
5,155
|
|
|
7,627
|
|
|
(32
|
)%
|
|
11,683
|
|
|
14,996
|
|
|
(22
|
)%
|
||||
% of net revenue
|
7
|
%
|
|
21
|
%
|
|
|
|
11
|
%
|
|
22
|
%
|
|
|
||||||
Legacy video SoC
|
12,504
|
|
|
—
|
|
|
N/A
|
|
|
12,504
|
|
|
—
|
|
|
N/A
|
|
||||
% of net revenue
|
18
|
%
|
|
—
|
|
|
|
|
12
|
%
|
|
—
|
|
|
|
||||||
Total net revenue
|
$
|
70,824
|
|
|
$
|
35,592
|
|
|
99
|
%
|
|
$
|
106,220
|
|
|
$
|
68,093
|
|
|
56
|
%
|
|
Three Months Ended
June 30, |
|
|
|
Six Months Ended
June 30, |
|
|
||||||||||||||
|
2015
|
|
2014
|
|
% Change
|
|
2015
|
|
2014
|
|
% Change
|
||||||||||
|
(dollars in thousands)
|
|
|
|
(dollars in thousands)
|
|
|
||||||||||||||
Cost of net revenue
|
$
|
43,882
|
|
|
$
|
13,346
|
|
|
229
|
%
|
|
$
|
57,607
|
|
|
$
|
25,794
|
|
|
123
|
%
|
% of net revenue
|
62
|
%
|
|
37
|
%
|
|
|
|
54
|
%
|
|
38
|
%
|
|
|
||||||
Gross profit
|
26,942
|
|
|
22,246
|
|
|
21
|
%
|
|
48,613
|
|
|
42,299
|
|
|
15
|
%
|
||||
% of net revenue
|
38
|
%
|
|
63
|
%
|
|
|
|
46
|
%
|
|
62
|
%
|
|
|
|
Three Months Ended
June 30, |
|
|
|
Six Months Ended
June 30, |
|
|
||||||||||||||
|
2015
|
|
2014
|
|
% Change
|
|
2015
|
|
2014
|
|
% Change
|
||||||||||
|
(dollars in thousands)
|
|
|
|
(dollars in thousands)
|
|
|
||||||||||||||
Research and development
|
$
|
23,993
|
|
|
$
|
13,892
|
|
|
73
|
%
|
|
$
|
39,274
|
|
|
$
|
26,987
|
|
|
46
|
%
|
% of net revenue
|
34
|
%
|
|
39
|
%
|
|
|
|
37
|
%
|
|
40
|
%
|
|
|
|
Three Months Ended
June 30, |
|
|
|
Six Months Ended
June 30, |
|
|
||||||||||||||
|
2015
|
|
2014
|
|
% Change
|
|
2015
|
|
2014
|
|
% Change
|
||||||||||
|
(dollars in thousands)
|
|
|
|
(dollars in thousands)
|
|
|
||||||||||||||
Selling, general and administrative
|
$
|
23,620
|
|
|
$
|
8,688
|
|
|
172
|
%
|
|
$
|
34,564
|
|
|
$
|
16,449
|
|
|
110
|
%
|
% of net revenue
|
33
|
%
|
|
24
|
%
|
|
|
|
33
|
%
|
|
24
|
%
|
|
|
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
||||||||||||
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
|
(dollars in thousands)
|
|
(dollars in thousands)
|
||||||||||||
Interest income
|
$
|
51
|
|
|
$
|
60
|
|
|
$
|
121
|
|
|
$
|
121
|
|
Other expense, net
|
(22
|
)
|
|
(18
|
)
|
|
(56
|
)
|
|
(30
|
)
|
|
June 30,
2015 |
|
December 31,
2014 |
||||
|
(in thousands)
|
||||||
Working capital
|
$
|
84,813
|
|
|
$
|
67,668
|
|
Cash and cash equivalents
|
$
|
56,731
|
|
|
$
|
20,696
|
|
Short-term investments
|
16,638
|
|
|
48,399
|
|
||
Long-term investments
|
8,706
|
|
|
10,256
|
|
||
Total cash and cash equivalents and investments
|
$
|
82,075
|
|
|
$
|
79,351
|
|
|
Operating Leases
|
|
Other Obligations
|
|
Inventory Purchase Obligations
|
||||||
2015 (remaining six months)
|
$
|
3,803
|
|
|
$
|
6,465
|
|
|
$
|
30,160
|
|
2016
|
7,430
|
|
|
11,362
|
|
|
—
|
|
|||
2017
|
6,001
|
|
|
4,687
|
|
|
—
|
|
|||
2018
|
5,056
|
|
|
700
|
|
|
—
|
|
|||
2019
|
4,774
|
|
|
—
|
|
|
—
|
|
|||
Thereafter
|
12,916
|
|
|
—
|
|
|
—
|
|
|||
Total minimum payments:
|
$
|
39,980
|
|
|
$
|
23,214
|
|
|
$
|
30,160
|
|
ITEM 3.
|
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
|
ITEM 4.
|
CONTROLS AND PROCEDURES
|
ITEM 1.
|
LEGAL PROCEEDINGS
|
ITEM 1A.
|
RISK FACTORS
|
•
|
projections of Entropic’s future revenues;
|
•
|
the anticipated financial performance of Entropic’s products and products currently in development;
|
•
|
anticipated cost savings and other synergies associated with the acquisition, including potential revenue synergies;
|
•
|
the amount of goodwill and intangibles that will result from the acquisition;
|
•
|
certain other purchase accounting adjustments that we have recorded in our financial statements in connection with the acquisition;
|
•
|
acquisition costs, including restructuring charges and transactions costs payable to our financial, legal, and accounting advisors;
|
•
|
our ability to maintain, develop, and deepen relationships with customers of Entropic; and
|
•
|
substantially all of our sales to date have been made on a purchase order basis, which permits our customers to cancel, change or delay product purchase commitments with little or no notice to us and without penalty;
|
•
|
some of our customers have sought or are seeking relationships with current or potential competitors which may affect their purchasing decisions; and
|
•
|
service provider and OEM consolidation across cable, satellite, and fiber markets could result in significant changes to our customers’ technology development and deployment priorities and roadmaps, which could affect our ability to forecast demand accurately and could lead to increased volatility in our business.
|
•
|
cease the manufacture, use or sale of the infringing products, processes or technology;
|
•
|
pay substantial damages for infringement;
|
•
|
expend significant resources to develop non-infringing products, processes or technology;
|
•
|
license technology from the third-party claiming infringement, which license may not be available on commercially reasonable terms, or at all;
|
•
|
cross-license our technology to a competitor to resolve an infringement claim, which could weaken our ability to compete with that competitor; or
|
•
|
pay substantial damages to our customers or end users to discontinue their use of or to replace infringing technology sold to them with non-infringing technology.
|
•
|
any of our present or future patents or patent claims will not lapse or be invalidated, circumvented, challenged or abandoned;
|
•
|
our intellectual property rights will provide competitive advantages to us;
|
•
|
our ability to assert our intellectual property rights against potential competitors or to settle current or future disputes will not be limited by our agreements with third parties;
|
•
|
any of our pending or future patent applications will be issued or have the coverage originally sought;
|
•
|
our intellectual property rights will be enforced in jurisdictions where competition may be intense or where legal protection may be weak;
|
•
|
any of the trademarks, copyrights, trade secrets or other intellectual property rights that we presently employ in our business will not lapse or be invalidated, circumvented, challenged or abandoned; or
|
•
|
we will not lose the ability to assert our intellectual property rights against or to license our technology to others and collect royalties or other payments.
|
•
|
failure by us, our customers, or their end customers to qualify a selected supplier;
|
•
|
capacity shortages during periods of high demand;
|
•
|
reduced control over delivery schedules and quality;
|
•
|
shortages of materials;
|
•
|
misappropriation of our intellectual property;
|
•
|
limited warranties on wafers or products supplied to us; and
|
•
|
potential increases in prices.
|
•
|
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;
|
•
|
add sales personnel and expand customer engineering support offices;
|
•
|
implement and improve our administrative, financial and operational systems, procedures and controls; and
|
•
|
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.
|
•
|
changes in end-user demand for the products manufactured and sold by our customers;
|
•
|
the receipt, reduction or cancellation of significant orders by customers;
|
•
|
fluctuations in the levels of component inventories held by our customers;
|
•
|
the gain or loss of significant customers;
|
•
|
market acceptance of our products and our customers’ products;
|
•
|
our ability to develop, introduce and market new products and technologies on a timely basis;
|
•
|
the timing and extent of product development costs;
|
•
|
new product announcements and introductions by us or our competitors;
|
•
|
incurrence of research and development and related new product expenditures;
|
•
|
seasonality or cyclical fluctuations in our markets;
|
•
|
currency fluctuations;
|
•
|
fluctuations in IC manufacturing yields;
|
•
|
significant warranty claims, including those not covered by our suppliers;
|
•
|
changes in our product mix or customer mix;
|
•
|
intellectual property disputes;
|
•
|
loss of key personnel or the shortage of available skilled workers;
|
•
|
impairment of long-lived assets, including masks and production equipment; and
|
•
|
the effects of competitive pricing pressures, including decreases in average selling prices of our products.
|
•
|
changes in political, regulatory, legal or economic conditions;
|
•
|
restrictive governmental actions, such as restrictions on the transfer or repatriation of funds and foreign investments and trade protection measures, including export duties and quotas and customs duties and tariffs;
|
•
|
disruptions of capital and trading markets;
|
•
|
changes in import or export licensing requirements;
|
•
|
transportation delays;
|
•
|
civil disturbances or political instability;
|
•
|
geopolitical turmoil, including terrorism, war or political or military coups;
|
•
|
public health emergencies;
|
•
|
differing employment practices and labor standards;
|
•
|
limitations on our ability under local laws to protect our intellectual property;
|
•
|
local business and cultural factors that differ from our customary standards and practices;
|
•
|
nationalization and expropriation;
|
•
|
changes in tax laws;
|
•
|
currency fluctuations relating to our international operating activities; and
|
•
|
difficulty in obtaining distribution and support.
|
•
|
issuances of equity securities dilutive to our existing stockholders;
|
•
|
substantial cash payments;
|
•
|
the incurrence of substantial debt and assumption of unknown liabilities;
|
•
|
large one-time write-offs;
|
•
|
amortization expenses related to intangible assets;
|
•
|
a limitation on our ability to use our net operating loss carryforwards;
|
•
|
the diversion of management’s time and attention from operating our business to acquisition integration challenges;
|
•
|
adverse tax consequences; and
|
•
|
the potential loss of key employees, customers and suppliers of the acquired business.
|
•
|
failure to successfully further develop the acquired products or technology;
|
•
|
conforming the acquired company’s standards, policies, processes, procedures and controls with our operations;
|
•
|
coordinating new product and process development, especially with respect to highly complex technologies;
|
•
|
loss of key employees or customers of the acquired company;
|
•
|
hiring additional management and other critical personnel;
|
•
|
in the case of foreign acquisitions, the need to integrate operations across different cultures and languages and to address the particular economic, currency, political and regulatory risks associated with specific countries;
|
•
|
increasing the scope, geographic diversity and complexity of our operations;
|
•
|
consolidation of facilities, integration of the acquired company’s accounting, human resource and other administrative functions and coordination of product, engineering and sales and marketing functions;
|
•
|
the geographic distance between the companies;
|
•
|
liability for activities of the acquired company before the acquisition, including patent and trademark infringement claims, violations of laws, commercial disputes, tax liabilities and other known and unknown liabilities; and
|
•
|
litigation or other claims in connection with the acquired company, including claims for terminated employees, customers, former stockholders or other third parties.
|
•
|
allows the holders of our Class B common stock to have the sole right to elect two management directors to the Board of Directors;
|
•
|
with respect to change of control matters, allows the holders of our Class B common stock to have ten votes per share compared to the holders of our Class A common stock who will have one vote per share on these matters; and
|
•
|
with respect to the adoption of or amendments to our equity incentive plans, allows the holders of our Class B common stock to have ten votes per share compared to the holders of our Class A common stock who will have one vote per share on these matters, subject to certain limitations.
|
•
|
authorize our Board of Directors to issue, without further action by the stockholders, up to 25,000,000 shares of undesignated preferred stock;
|
•
|
require that any action to be taken by our stockholders be effected at a duly called annual or special meeting and not by written consent;
|
•
|
specify that special meetings of our stockholders can be called only by our Board of Directors, our Chairman of the Board of Directors, our President or by unanimous written consent of our directors appointed by the holders of Class B common stock;
|
•
|
establish an advance notice procedure for stockholder approvals to be brought before an annual meeting of our stockholders, including proposed nominations of persons for election to our Board of Directors;
|
•
|
establish that our Board of Directors is divided into three classes, Class I, Class II and Class III, with each class serving staggered terms and with one Class B director being elected to each of Classes II and III;
|
•
|
provide for a dual class common stock structure, which provides our founders, current investors, executives and employees with significant influence over all matters requiring stockholder approval, including the election of directors and significant corporate transactions, such as a merger or other sale of our Company or its assets;
|
•
|
provide that our directors may be removed only for cause;
|
•
|
provide that vacancies on our Board of Directors may be filled only by a majority of directors then in office, even though less than a quorum, other than any vacancy in the two directorships reserved for the designees of the holders of Class B common stock, which may be filled only by the affirmative vote of the holders of a majority of the outstanding Class B common stock or by the remaining director elected by the Class B common stock (with the consent of founders holding a majority in interest of the Class B common stock over which the founders then exercise voting control);
|
•
|
specify that no stockholder is permitted to cumulate votes at any election of directors; and
|
•
|
require supermajority votes of the holders of our common stock to amend specified provisions of our charter documents.
|
•
|
actual or anticipated fluctuations in our financial condition and operating results;
|
•
|
overall conditions in the semiconductor market;
|
•
|
addition or loss of significant customers;
|
•
|
changes in laws or regulations applicable to our products;
|
•
|
actual or anticipated changes in our growth rate relative to our competitors;
|
•
|
announcements of technological innovations by us or our competitors;
|
•
|
announcements by us or our competitors of significant acquisitions, strategic partnerships, joint ventures or capital commitments;
|
•
|
additions or departures of key personnel;
|
•
|
competition from existing products or new products that may emerge;
|
•
|
issuance of new or updated research or reports by securities analysts;
|
•
|
fluctuations in the valuation of companies perceived by investors to be comparable to us;
|
•
|
disputes or other developments related to proprietary rights, including patents, litigation matters and our ability to obtain intellectual property protection for our technologies;
|
•
|
the recently completed acquisition of Entropic may not be accretive and may cause dilution to our earnings per shares;
|
•
|
announcement or expectation of additional financing efforts;
|
•
|
sales of our Class A or Class B common stock by us or our stockholders;
|
•
|
share price and volume fluctuations attributable to inconsistent trading volume levels of our shares; and
|
•
|
general economic and market conditions.
|
ITEM 2.
|
UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
|
ITEM 3.
|
DEFAULTS UPON SENIOR SECURITIES
|
ITEM 4.
|
MINE SAFETY DISCLOSURES
|
ITEM 5.
|
OTHER INFORMATION
|
Executive Officer
|
|
Cash Equivalent Bonus Award
|
|
Kishore Seendripu, Ph.D.
|
|
$254,986
|
|
Adam C. Spice
|
|
104,908
|
|
Curtis Ling, Ph.D.
|
|
73,808
|
|
Madhukar Reddy, Ph.D.
|
|
75,132
|
|
Michael J. LaChance
|
|
72,266
|
|
ITEM 6.
|
EXHIBITS
|
Exhibit Number
|
|
Exhibit Title
|
10.1
|
|
First Amendment to Lease, dated May 6, 2015, between Registrant, on the one hand, and Brookwood CB I, LLC and Brookwood CB II, LLC, as tenants in common and successors-in-interest to The Campus Carlsbad, LLC, on the other hand.
|
10.2(1)
|
|
Entropic Communications, Inc. 2007 Equity Incentive Plan and Form of Option Agreement, Form of Option Grant Notice thereunder and Notice of Exercise.
|
10.3(2)
|
|
Entropic Communications, Inc. 2007 Non-Employee Directors’ Stock Option Plan and Form of Option Agreement, Forms of Grant Notice and Notice of Exercise thereunder.
|
31.1
|
|
Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
31.2
|
|
Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
32.1(*)
|
|
Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
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 Extension Label Linkbase Document
|
101.PRE
|
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
(*)
|
In accordance with Item 601(b)(32)(ii) of Regulation S-K and SEC Release No. 33-8238 and 34-47986, Final Rule: Management’s Reports on Internal Control Over Financial Reporting and Certification of Disclosure in Exchange Act Periodic Reports, the certifications furnished pursuant to this item will not be deemed “filed” for purposes of Section 18 of the Exchange Act (15 U.S.C. 78r), or otherwise subject to the liability of that section. Such certification will not be deemed to be incorporated by reference into any filing under the Securities Act or the Exchange Act, except to the extent that the registrant specifically incorporates it by reference.
|
(1)
|
Incorporated herein by reference to Entropic Communication, Inc.’s Annual Report on Form 10-K filed with the SEC on March 3, 2008 (File No. 001-33844).
|
(2)
|
Incorporated herein by reference to Entropic Communications, Inc.’s Registration Statement on Form S-1 filed with the Commission on July 27, 2007 (No. 333-144899).
|
|
|
|
|
MAXLINEAR, INC.
|
||
|
|
|
||||
|
|
|
|
(Registrant)
|
||
|
|
|
|
|||
Date: August 10, 2015
|
|
|
|
By:
|
|
/s/ Adam C. Spice
|
|
|
|
|
|
|
Adam C. Spice
|
|
|
|
|
|
|
Chief Financial Officer
|
|
|
|
|
|
|
(Principal Financial and Accounting Officer and Duly Authorized Officer)
|
|
|
|
|
Exhibit Number
|
|
Exhibit Title
|
10.1
|
|
First Amendment to Lease, dated May 6, 2015, between Registrant, on the one hand, and Brookwood CB I, LLC and Brookwood CB II, LLC, as tenants in common and successors-in-interest to The Campus Carlsbad, LLC, on the other hand.
|
10.2(1)
|
|
Entropic Communications, Inc. 2007 Equity Incentive Plan and Form of Option Agreement, Form of Option Grant Notice thereunder and Notice of Exercise.
|
10.3(2)
|
|
Entropic Communications, Inc. 2007 Non-Employee Directors’ Stock Option Plan and Form of Option Agreement, Forms of Grant Notice and Notice of Exercise thereunder.
|
31.1
|
|
Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
31.2
|
|
Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
32.1(*)
|
|
Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
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 Extension Label Linkbase Document
|
101.PRE
|
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
(*)
|
In accordance with Item 601(b)(32)(ii) of Regulation S-K and SEC Release No. 33-8238 and 34-47986, Final Rule: Management’s Reports on Internal Control Over Financial Reporting and Certification of Disclosure in Exchange Act Periodic Reports, the certifications furnished pursuant to this item will not be deemed “filed” for purposes of Section 18 of the Exchange Act (15 U.S.C. 78r), or otherwise subject to the liability of that section. Such certification will not be deemed to be incorporated by reference into any filing under the Securities Act or the Exchange Act, except to the extent that the registrant specifically incorporates it by reference.
|
(1)
|
Incorporated herein by reference to Entropic Communication, Inc.’s Annual Report on Form 10-K filed with the SEC on March 3, 2008 (File No. 001-33844).
|
(2)
|
Incorporated herein by reference to Entropic Communications, Inc.’s Registration Statement on Form S-1 filed with the Commission on July 27, 2007 (No. 333-144899).
|
Period
|
Annual Base Rent
|
Monthly Base Rent
|
Approx. Monthly Base Rent/S.F.
|
Effective Date – 5/31/2015
|
$669,555.00*
|
$55,796.25*
|
$1.25*
|
6/1/2015 – 5/31/2016
|
$689,641.68
|
$57,470.14
|
$1.29
|
6/1/2016 – 5/31/2017
|
$710,330.88
|
$59,194.24
|
$1.33
|
6/1/2017 – 5/31/2018
|
$731,640.84
|
$60,970.07
|
$1.37
|
6/1/2018 – 5/31/2019
|
$753,590.04
|
$62,799.17
|
$1.41
|
6/1/2019 – 11/30/2019
|
$776,197.80
|
$64,683.15
|
$1.45
|
12/1/2019 – 12/31/2019
|
$924,794.04
|
$77,066.17
|
$1.73
|
1/1/2020 – 12/31/2020
|
$952,537.92
|
$79,378.16
|
$1.78
|
1/1/2021 – 12/31/2021
|
$981,114.00
|
$81,759.50
|
$1.83
|
1/1/2022 – 6/30/2022
|
$1,010,547.48
|
$84,212.29
|
$1.89
|
Period*
|
Annual Base Rent
|
Monthly Base Rent
|
Approx. Monthly Base Rent/S.F.
|
1/1/2016 – 12/31/2016**
|
$455,077.92
|
$37,923.16
|
$1.58
|
1/1/2017 – 12/31/2017
|
$468,730.20
|
$39,060.85
|
$1.63
|
1/1/2018 – 12/31/2018
|
$482,792.16
|
$40,232.68
|
$1.68
|
1/1/2019 – 12/31/2019
|
$497,275.92
|
$41,439.66
|
$1.73
|
1/1/2020 – 12/31/2020
|
$512,194.20
|
$42,682.85
|
$1.78
|
1/1/2021 – 12/31/2021
|
$527,560.08
|
$43,963.34
|
$1.83
|
1/1/2022 – 6/30/2022
|
$543,386.88
|
$45,282.24
|
$1.89
|
170-02
*
CARRIER
Year: 2006 4 Ton Model #: 50JS048601 Serial #: 4806G31153 |
170-03
BDP
Year: 1995 4 Ton Model #: 548CEX090000ADAA Serial #: 2495G30563 |
170-04
RHEEM
Year: 2004 4 Ton Model #: RJKAA048DM Serial #: 5578F350411999 |
170-05
CARRIER
Year: 2006 2.5 Ton Model #: 50JS030501 Serial #: 4906G21578 |
170-06
CARRIER
Year: 2005 2.5 Ton Model #: 50JS030501 Serial #: 3205G41393 |
170-07
RHEEM
Year: 2004 4 Ton Model #: RJKAA048DM Serial #: 5578F490405022 |
170-08
*
CARRIER
Year: 2003 5 Ton Model #: 50JS060601 Serial #: 3803G41361 |
179-09
*
CARRIER
Year: 2006 4 Ton Model #: 50JS048601 Serial #: 4806G31152 |
170-10
*
BRYANT
Year: 2008 4 Ton Model #: 604AEX048000AA Serial #: 1208G11837 |
170-11
CARRIER
Year: 2005 2 Ton Model #: 50JS024301 Serial #: 2305G12241 |
170-12
BRYANT
Year: 2008 4 Ton Model #: 604AEX048000AA Serial #: 1008G41116 |
170-14
CARRIER
Year: 1995 5 Ton Model #: 50HS060601AB Serial #: 2995G80170 |
170-15
*
CARRIER
Year: 2006 3 Ton Model #: 50JS036501 Serial #: 4906G31063 |
170-16
*
CARRIER
Year: 1995 5 Ton Model #: 50HS060601AB Serial #: 0495G10191 |
170-18
CARRIER
Year 1995 4 Ton Model #: 50HS048601AB Serial #: 0495G10155 |
1.
|
I have reviewed this Form 10-Q of MaxLinear, 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 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 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 10, 2015
|
|
/s/ Kishore Seendripu, Ph.D.
|
|
|
Kishore Seendripu, Ph.D.
|
|
|
President and Chief Executive Officer
|
|
|
(Principal Executive Officer)
|
1.
|
I have reviewed this Form 10-Q of MaxLinear, 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 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 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 10, 2015
|
|
/s/ Adam C. Spice
|
|
|
Adam C. Spice
|
|
|
Chief Financial Officer
|
|
|
(Principal Financial Officer)
|
Date:
August 10, 2015
|
|
By:
|
/s/ Kishore Seendripu, Ph.D.
|
|
|
Name:
|
Kishore Seendripu, Ph.D.
|
|
|
Title:
|
President and Chief Executive Officer
|
Date:
August 10, 2015
|
|
By:
|
/s/ Adam C. Spice
|
|
|
Name:
|
Adam C. Spice
|
|
|
Title:
|
Chief Financial Officer
|