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(Mark One)
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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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Delaware
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33-1127317
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(State or other jurisdiction of
incorporation or organization) |
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(I.R.S. Employer
Identification Number) |
Large accelerated filer
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¨
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Accelerated filer
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x
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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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Emerging growth company
|
x
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Page
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March 31,
2019 |
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December 30,
2018 |
|||||
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|||||
Assets
|
|
|
|
|||||
Current assets
|
|
|
|
|||||
Cash and cash equivalents
|
$
|
40,750
|
|
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$
|
38,881
|
|
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Marketable securities
|
95,729
|
|
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97,268
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|
|||
Accounts receivable
|
35,096
|
|
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28,326
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|
|||
Inventory
|
18,203
|
|
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20,218
|
|
|||
Prepaid expenses and other current assets
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2,465
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|
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5,325
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|||
Total current assets
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192,243
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190,018
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|
|||
Deferred tax assets
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37,425
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35,563
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|
|||
Property and equipment, net
|
21,610
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13,691
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|
|||
Intangible and other assets, net
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6,681
|
|
|
6,384
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|
|||
Total assets
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$
|
257,959
|
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$
|
245,656
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Liabilities and Stockholders’ Equity
|
|
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|||||
Current liabilities
|
|
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|
|||||
Accounts payable
|
$
|
8,962
|
|
|
$
|
9,852
|
|
|
Accrued liabilities and other current liabilities
|
28,193
|
|
|
25,946
|
|
|||
Total current liabilities
|
37,155
|
|
|
35,798
|
|
|||
Other long-term liabilities
|
8,642
|
|
|
3,371
|
|
|||
Total liabilities
|
45,797
|
|
|
39,169
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|
|||
Commitments and contingencies (see Note 8)
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|
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|
|||||
Stockholders’ equity
|
|
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|||||
Common stock: $0.0001 par value, 1,000,000,000 shares authorized at March 31, 2019 and December 30, 2018, 38,473,343 and 37,695,109 shares issued and outstanding at March 31, 2019 and December 30, 2018, respectively
|
4
|
|
|
4
|
|
|||
Additional paid-in capital
|
337,813
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|
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331,551
|
|
|||
Accumulated other comprehensive loss
|
(417
|
)
|
|
(935
|
)
|
|||
Accumulated deficit
|
(125,238
|
)
|
|
(124,133
|
)
|
|||
Total stockholders’ equity
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212,162
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206,487
|
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|||
Total liabilities and stockholders’ equity
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$
|
257,959
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$
|
245,656
|
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Three Months Ended
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||||||
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March 31,
2019 |
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April 1,
2018 |
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Revenue
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$
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57,678
|
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$
|
45,117
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Cost of revenue
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28,170
|
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22,352
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Gross profit
|
29,508
|
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|
22,765
|
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Operating expenses:
|
|
|
|
||||
Research and development
|
19,059
|
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|
17,601
|
|
||
Sales and marketing
|
4,357
|
|
|
4,495
|
|
||
General and administrative
|
9,275
|
|
|
4,198
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||
Total operating expenses
|
32,691
|
|
|
26,294
|
|
||
Loss from operations
|
(3,183
|
)
|
|
(3,529
|
)
|
||
Other income, net
|
697
|
|
|
334
|
|
||
Loss before income taxes
|
(2,486
|
)
|
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(3,195
|
)
|
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Benefit (provision) for income taxes
|
1,381
|
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(52
|
)
|
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Net loss
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$
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(1,105
|
)
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|
$
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(3,247
|
)
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Net loss per share - basic and diluted
|
$
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(0.03
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)
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$
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(0.09
|
)
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Weighted average shares used to compute basic and diluted net loss per share
|
38,080
|
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|
35,848
|
|
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Three Months Ended
|
||||||
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March 31,
2019 |
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April 1,
2018 |
||||
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|
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|
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Net loss
|
$
|
(1,105
|
)
|
|
$
|
(3,247
|
)
|
Other comprehensive gain (loss), net of tax:
|
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Unrealized gains (losses) on available-for-sale marketable securities
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215
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|
(231
|
)
|
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Unrealized gains on derivative instruments
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303
|
|
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—
|
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Other comprehensive gain (loss), net of tax
|
518
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(231
|
)
|
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Comprehensive loss
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$
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(587
|
)
|
|
$
|
(3,478
|
)
|
|
Three Months Ended March 31, 2019
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|||||||||||||||||||||
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Common Stock
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Shares
|
|
Amount
|
|
Additional Paid-In Capital
|
|
Accumulated Other Comprehensive Loss
|
|
Accumulated
Deficit |
|
Total Stockholder's Equity
|
|||||||||||
Balances at December 30, 2018
|
37,695
|
|
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$
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4
|
|
|
$
|
331,551
|
|
|
$
|
(935
|
)
|
|
$
|
(124,133
|
)
|
|
$
|
206,487
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Issuance of common stock for exercise of options and awards, net of shares withheld for taxes
|
778
|
|
|
—
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|
1,032
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|
—
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|
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—
|
|
|
1,032
|
|
|||||
Stock-based compensation expense
|
—
|
|
|
—
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|
5,230
|
|
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—
|
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—
|
|
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5,230
|
|
|||||
Change in unrealized gain on marketable securities, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
215
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|
|
—
|
|
|
215
|
|
|||||
Change in unrealized gain on derivative instruments, net of tax
|
—
|
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|
—
|
|
|
—
|
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|
303
|
|
|
—
|
|
|
303
|
|
|||||
Net loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,105
|
)
|
|
(1,105
|
)
|
|||||
Balances at March 31, 2019
|
38,473
|
|
|
$
|
4
|
|
|
$
|
337,813
|
|
|
$
|
(417
|
)
|
|
$
|
(125,238
|
)
|
|
$
|
212,162
|
|
|
Three Months Ended April 1, 2018
|
|||||||||||||||||||||
|
Common Stock
|
|
|
|
|
|
|
|
|
|||||||||||||
|
Shares
|
|
Amount
|
|
Additional Paid-In Capital
|
|
Accumulated Other Comprehensive Loss
|
|
Accumulated
Deficit |
|
Total Stockholder's Equity
|
|||||||||||
Balances at December 31, 2017
|
35,529
|
|
|
$
|
3
|
|
|
$
|
308,023
|
|
|
$
|
(207
|
)
|
|
$
|
(127,216
|
)
|
|
$
|
180,603
|
|
Issuance of common stock for exercise of options and awards, net of shares withheld for taxes
|
656
|
|
|
—
|
|
|
888
|
|
|
—
|
|
|
—
|
|
|
888
|
|
|||||
Stock-based compensation expense
|
—
|
|
|
—
|
|
|
4,592
|
|
|
—
|
|
|
—
|
|
|
4,592
|
|
|||||
Change in unrealized loss on marketable securities, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
(231
|
)
|
|
—
|
|
|
(231
|
)
|
|||||
Net loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3,247
|
)
|
|
(3,247
|
)
|
|||||
Balances at April 1, 2018
|
36,185
|
|
|
$
|
3
|
|
|
$
|
313,503
|
|
|
$
|
(438
|
)
|
|
$
|
(130,463
|
)
|
|
$
|
182,605
|
|
|
Three Months Ended
|
||||||
|
March 31,
2019 |
|
April 1,
2018 |
||||
Cash flows from operating activities
|
(in thousands)
|
||||||
Net loss
|
$
|
(1,105
|
)
|
|
$
|
(3,247
|
)
|
Adjustments to reconcile net loss to net cash provided by operating activities:
|
|
|
|
||||
Depreciation and amortization
|
1,995
|
|
|
1,125
|
|
||
Stock-based compensation expense
|
5,230
|
|
|
4,592
|
|
||
Deferred income taxes
|
(2,009
|
)
|
|
—
|
|
||
Other
|
136
|
|
|
(50
|
)
|
||
Changes in assets and liabilities:
|
|
|
|
||||
Accounts receivable
|
(6,770
|
)
|
|
476
|
|
||
Inventory
|
2,015
|
|
|
(5,758
|
)
|
||
Prepaid expenses and other assets
|
2,294
|
|
|
(147
|
)
|
||
Accounts payable
|
(910
|
)
|
|
8,725
|
|
||
Accrued liabilities and other current liabilities
|
(6
|
)
|
|
1,053
|
|
||
Non-current liabilities
|
(635
|
)
|
|
—
|
|
||
Net cash provided by operating activities
|
235
|
|
|
6,769
|
|
||
Cash flows from investing activities
|
|
|
|
||||
Purchase of property and equipment
|
(941
|
)
|
|
(924
|
)
|
||
Purchase of long-term investment
|
—
|
|
|
(590
|
)
|
||
Purchase of marketable securities
|
(21,480
|
)
|
|
(13,211
|
)
|
||
Proceeds from sales and maturities of marketable securities
|
23,211
|
|
|
11,515
|
|
||
Net cash provided by (used in) investing activities
|
790
|
|
|
(3,210
|
)
|
||
Cash flows from financing activities
|
|
|
|
||||
Proceeds from issuance of common stock
|
2,964
|
|
|
1,438
|
|
||
Payments of taxes withheld for vested stock awards
|
(1,932
|
)
|
|
(601
|
)
|
||
Payments related to intangible asset purchase
|
(272
|
)
|
|
(272
|
)
|
||
Repayments of long-term debt
|
—
|
|
|
(3,943
|
)
|
||
Net cash provided by (used in) financing activities
|
760
|
|
|
(3,378
|
)
|
||
Effect of exchange rates on cash and cash equivalents
|
84
|
|
|
—
|
|
||
Net increase in cash and cash equivalents
|
1,869
|
|
|
181
|
|
||
Cash and cash equivalents
|
|
|
|
||||
Beginning of period
|
38,881
|
|
|
24,432
|
|
||
End of period
|
$
|
40,750
|
|
|
$
|
24,613
|
|
Operating lease liabilities, short-term portion
|
$
|
2,678
|
|
Operating lease liabilities, long-term portion*
|
6,743
|
|
|
Total operating lease liabilities
|
9,421
|
|
|
Less deferred rent eliminated upon adoption of ASC 842
|
(1,419
|
)
|
|
Total ROU assets classified as Property and Equipment, Net
|
$
|
8,002
|
|
2019
|
$
|
2,116
|
|
2020
|
2,333
|
|
|
2021
|
1,895
|
|
|
2022
|
1,920
|
|
|
2023
|
1,808
|
|
|
2024 and beyond
|
322
|
|
|
Total payments
|
$
|
10,394
|
|
Less: Future interest
|
(973
|
)
|
|
Present value of operating lease liabilities
|
$
|
9,421
|
|
|
Three Months Ended
|
Three Months Ended
|
|||||||||
|
March 31, 2019
|
|
April 1, 2018
|
||||||||
|
Amount
|
% of revenue
|
|
Amount
|
% of revenue
|
||||||
Asia-Pacific
|
$
|
52,805
|
|
92
|
%
|
|
$
|
40,737
|
|
90
|
%
|
Europe, Middle East and Africa
|
4,757
|
|
8
|
|
|
4,366
|
|
10
|
|
||
Americas
|
116
|
|
—
|
|
|
14
|
|
—
|
|
||
Total
|
$
|
57,678
|
|
100
|
%
|
|
$
|
45,117
|
|
100
|
%
|
|
Three Months Ended
|
||||||
|
March 31,
2019 |
|
April 1,
2018 |
||||
|
(in thousands, except per share data)
|
||||||
Net loss
|
$
|
(1,105
|
)
|
|
$
|
(3,247
|
)
|
Weighted-average shares outstanding - basic and diluted
|
38,080
|
|
|
35,848
|
|
||
Net loss per share - basic and diluted
|
$
|
(0.03
|
)
|
|
$
|
(0.09
|
)
|
|
Three Months Ended
|
||||
|
March 31,
2019 |
|
April 1,
2018 |
||
|
(in thousands)
|
||||
Warrants to purchase common stock
|
—
|
|
|
58
|
|
Shares available for Employee Stock Purchase Plan (ESPP)
|
321
|
|
|
374
|
|
Restricted Stock Units (RSUs)
|
2,860
|
|
|
2,147
|
|
Options to purchase common stock
|
3,774
|
|
|
5,398
|
|
Total
|
6,955
|
|
|
7,977
|
|
|
Amortized Cost
|
|
Gross Unrealized Gains
|
|
Gross Unrealized Losses
|
|
Fair Value
|
||||||||
|
(in thousands)
|
||||||||||||||
Corporate debt securities
|
$
|
79,801
|
|
|
$
|
128
|
|
|
$
|
(85
|
)
|
|
$
|
79,844
|
|
Government debt securities
|
15,878
|
|
|
12
|
|
|
(5
|
)
|
|
15,885
|
|
||||
|
$
|
95,679
|
|
|
$
|
140
|
|
|
$
|
(90
|
)
|
|
$
|
95,729
|
|
|
Amortized Cost
|
|
Fair Value
|
||||
|
(in thousands)
|
||||||
Due in one year or less
|
$
|
74,382
|
|
|
$
|
74,314
|
|
Due after one year to five years
|
21,297
|
|
|
21,415
|
|
||
|
$
|
95,679
|
|
|
$
|
95,729
|
|
|
Amortized Cost
|
|
Gross Unrealized Gains
|
|
Gross Unrealized Losses
|
|
Fair Value
|
||||||||
|
(in thousands)
|
||||||||||||||
Corporate debt securities
|
$
|
85,353
|
|
|
$
|
24
|
|
|
$
|
(242
|
)
|
|
$
|
85,135
|
|
Government debt securities
|
12,141
|
|
|
2
|
|
|
(10
|
)
|
|
12,133
|
|
||||
|
$
|
97,494
|
|
|
$
|
26
|
|
|
$
|
(252
|
)
|
|
$
|
97,268
|
|
|
Amortized Cost
|
|
Fair Value
|
||||
|
(in thousands)
|
||||||
Due in one year or less
|
$
|
80,041
|
|
|
$
|
79,840
|
|
Due after one year to five years
|
17,453
|
|
|
17,428
|
|
||
|
$
|
97,494
|
|
|
$
|
97,268
|
|
|
March 31,
2019 |
|
December 30,
2018 |
||||
|
(in thousands)
|
||||||
Computer and lab equipment
|
$
|
18,537
|
|
|
$
|
17,858
|
|
Operating lease ROU assets
|
8,002
|
|
|
—
|
|
||
Computer software
|
1,177
|
|
|
1,047
|
|
||
Furniture and fixtures
|
1,739
|
|
|
1,739
|
|
||
Leasehold improvements
|
4,631
|
|
|
4,579
|
|
||
Sub-total
|
34,086
|
|
|
25,223
|
|
||
Accumulated depreciation and amortization
|
(12,476
|
)
|
|
(11,532
|
)
|
||
Property and equipment, net
|
$
|
21,610
|
|
|
$
|
13,691
|
|
|
March 31,
2019 |
|
December 30,
2018 |
||||
|
(in thousands)
|
||||||
Raw materials
|
$
|
8,693
|
|
|
$
|
9,069
|
|
Work in progress
|
2,328
|
|
|
1,093
|
|
||
Finished goods
|
7,182
|
|
|
10,056
|
|
||
|
$
|
18,203
|
|
|
$
|
20,218
|
|
|
March 31,
2019 |
|
December 30,
2018 |
||||
|
(in thousands)
|
||||||
Accrual for inventory purchases
|
$
|
6,920
|
|
|
$
|
1,214
|
|
Accrued customer rebates
|
5,985
|
|
|
10,705
|
|
||
Accrued payroll and related benefits
|
5,178
|
|
|
6,424
|
|
||
ESPP Contributions
|
2,704
|
|
|
1,043
|
|
||
Accrued expenses
|
1,907
|
|
|
3,004
|
|
||
Operating lease liabilities, short-term portion
|
2,678
|
|
|
—
|
|
||
Other
|
2,821
|
|
|
3,556
|
|
||
|
$
|
28,193
|
|
|
$
|
25,946
|
|
Level 1:
|
Valuations based on quoted prices in active markets for identical assets or liabilities that the entity has the ability to access.
|
Level 2:
|
Valuations based on quoted prices for similar assets or liabilities, quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable data for substantially the full term of the assets or liabilities.
|
Level 3:
|
Valuations based on inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.
|
|
Fair Value as of March 31, 2019
|
||||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
Assets:
|
(in thousands)
|
||||||||||||||
Cash equivalents:
|
|
|
|
|
|
|
|
||||||||
Money market funds
|
$
|
3,145
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
3,145
|
|
Commercial paper
|
—
|
|
|
2,490
|
|
|
—
|
|
|
2,490
|
|
||||
Government debt securities
|
—
|
|
|
1,994
|
|
|
—
|
|
|
1,994
|
|
||||
Total cash equivalents
|
3,145
|
|
|
4,484
|
|
|
—
|
|
|
7,629
|
|
||||
Marketable Securities:
|
|
|
|
|
|
|
—
|
|
|||||||
Corporate debt securities
|
—
|
|
|
79,843
|
|
|
—
|
|
|
79,843
|
|
||||
Government debt securities
|
—
|
|
|
15,886
|
|
|
—
|
|
|
15,886
|
|
||||
Total marketable securities
|
—
|
|
|
95,729
|
|
|
—
|
|
|
95,729
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Total cash equivalents and marketable securities
|
$
|
3,145
|
|
|
$
|
100,213
|
|
|
$
|
—
|
|
|
$
|
103,358
|
|
|
Fair Value as of December 30, 2018
|
||||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
Assets:
|
(in thousands)
|
||||||||||||||
Cash equivalents:
|
|
|
|
|
|
|
|
||||||||
Money market funds
|
$
|
3,170
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
3,170
|
|
Corporate debt securities
|
—
|
|
|
2,044
|
|
|
—
|
|
|
2,044
|
|
||||
Total cash equivalents
|
3,170
|
|
|
2,044
|
|
|
—
|
|
|
5,214
|
|
||||
Marketable Securities:
|
|
|
|
|
|
|
—
|
|
|||||||
Corporate debt securities
|
—
|
|
|
85,136
|
|
|
—
|
|
|
85,136
|
|
||||
Government debt securities
|
—
|
|
|
12,132
|
|
|
—
|
|
|
12,132
|
|
||||
Total marketable securities
|
—
|
|
|
97,268
|
|
|
—
|
|
|
97,268
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Total cash equivalents and marketable securities
|
$
|
3,170
|
|
|
$
|
99,312
|
|
|
$
|
—
|
|
|
$
|
102,482
|
|
Derivative Assets*
|
|
Derivative Liabilities*
|
||||||||||||
|
Notional Amount
|
Fair Value
|
|
|
Notional Amount
|
Fair Value
|
||||||||
(in thousands)
|
||||||||||||||
Current assets
|
$
|
4,419
|
|
$
|
83
|
|
|
Current liabilities
|
$
|
14,359
|
|
$
|
619
|
|
Non-current assets**
|
689
|
|
20
|
|
|
Non-current liabilities**
|
5,034
|
|
54
|
|
||||
Total foreign exchange contracts
|
$
|
5,108
|
|
$
|
103
|
|
|
Total foreign exchange contracts
|
$
|
19,393
|
|
$
|
673
|
|
*
|
The Company recorded a net derivative liability of $0.6 million as of March 31, 2019. There were no derivative assets or liabilities recorded for the comparative periods in fiscal 2018.
|
**
|
Non-current derivative assets and liabilities were discounted at the prevailing risk-free interest rate.
|
|
Location and Amount of Loss Recognized for Hedging Activities:
|
||||||||||||||
|
Condensed Consolidated Statement of Operations
|
Condensed Consolidated Statement of Comprehensive Loss (pre-tax)
|
|||||||||||||
|
Research and Development
|
Sales and Marketing
|
General and Administrative
|
Total
|
|||||||||||
|
(in thousands)
|
||||||||||||||
Total expense (income) from foreign currency hedging
|
$
|
133
|
|
$
|
63
|
|
$
|
14
|
|
$
|
210
|
|
$
|
(389
|
)
|
Effects of foreign currency cashflow hedging:
|
|
|
|
|
|
||||||||||
Loss reclassified from condensed consolidated statement of comprehensive loss
|
$
|
(133
|
)
|
(63
|
)
|
(14
|
)
|
(210
|
)
|
$
|
210
|
|
|||
Gain recognized in condensed consolidated statement of comprehensive loss
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
(179
|
)
|
|
|
|
|
|
|
|
March 31, 2019
|
|
|
|
|
Options issued and outstanding
|
3,773,768
|
|
RSUs issued and outstanding
|
2,860,325
|
|
Shares available for ESPP
|
1,233,490
|
|
Shares available for future stock awards
|
3,198,960
|
|
|
11,066,543
|
|
|
Three Months Ended
|
||||||
|
March 31,
2019 |
|
April 1,
2018 |
||||
|
(in thousands)
|
||||||
Cost of revenue
|
$
|
85
|
|
|
$
|
34
|
|
Research and development
|
2,890
|
|
|
2,393
|
|
||
Sales and marketing
|
749
|
|
|
984
|
|
||
General and administrative
|
1,506
|
|
|
1,181
|
|
||
Total stock-based compensation expense
|
$
|
5,230
|
|
|
$
|
4,592
|
|
|
Three Months Ended
|
||||||
|
March 31,
2019 |
|
April 1,
2018 |
||||
|
(in thousands)
|
||||||
Stock options
|
$
|
—
|
|
|
$
|
1,168
|
|
RSU awards
|
4,686
|
|
|
2,803
|
|
||
ESPP shares
|
544
|
|
|
621
|
|
||
Total stock-based compensation expense
|
$
|
5,230
|
|
|
$
|
4,592
|
|
•
|
Overview.
Discussion of our business and overall analysis of financial and other highlights affecting our company.
|
•
|
Results of Operations.
Analysis of our financial results comparing the
first
quarter of
2019
to the corresponding period in
2018
.
|
•
|
Liquidity and Capital Resources.
Analysis of changes in our balance sheets and cash flows, and discussion of our financial condition and sources of liquidity.
|
•
|
Contractual Commitments.
Contractual obligations
as of
March 31, 2019
.
|
|
Three Months Ended
|
||||||||||||
|
March 31,
2019 |
|
April 1,
2018 |
||||||||||
|
Amount
|
|
% of
Revenue |
|
Amount
|
|
% of
Revenue |
||||||
|
|
|
|
||||||||||
|
(In thousands, except per share data)
|
||||||||||||
Revenue
|
$
|
57,678
|
|
|
100.0
|
%
|
|
$
|
45,117
|
|
|
100.0
|
%
|
Cost of revenue
(1)
|
28,170
|
|
|
48.8
|
|
|
22,352
|
|
|
49.5
|
|
||
Gross profit
|
29,508
|
|
|
51.2
|
|
|
22,765
|
|
|
50.5
|
|
||
Operating expenses
(1)
|
|
|
|
|
|
|
|
||||||
Research and development
|
19,059
|
|
|
33.0
|
|
|
17,601
|
|
|
39.0
|
|
||
Sales and marketing
|
4,357
|
|
|
7.6
|
|
|
4,495
|
|
|
10.0
|
|
||
General and administrative
|
9,275
|
|
|
16.1
|
|
|
4,198
|
|
|
9.2
|
|
||
Total operating expenses
|
32,691
|
|
|
56.7
|
|
|
26,294
|
|
|
58.2
|
|
||
Loss from operations
|
(3,183
|
)
|
|
(5.5
|
)
|
|
(3,529
|
)
|
|
(7.7
|
)
|
||
Other income, net
|
697
|
|
|
1.2
|
|
|
334
|
|
|
0.7
|
|
||
Loss before income taxes
|
(2,486
|
)
|
|
(4.3
|
)
|
|
(3,195
|
)
|
|
(7.0
|
)
|
||
Benefit (provision) for income taxes
|
1,381
|
|
|
2.4
|
|
|
(52
|
)
|
|
(0.1
|
)
|
||
Net loss
|
$
|
(1,105
|
)
|
|
(1.9
|
)%
|
|
$
|
(3,247
|
)
|
|
(7.1
|
)%
|
Net loss per share - basic and diluted
|
$
|
(0.03
|
)
|
|
|
|
$
|
(0.09
|
)
|
|
|
||
Weighted average shares used to compute basic and diluted net loss per share
|
38,080
|
|
|
|
|
35,848
|
|
|
|
(1)
|
Cost of revenue and operating expenses include stock-based compensation expense as follows:
|
|
Three Months Ended
|
||||||
|
March 31,
2019 |
|
April 1,
2018 |
||||
|
(In thousands)
|
||||||
Cost of revenue
|
$
|
85
|
|
|
$
|
34
|
|
Research and development
|
2,890
|
|
|
2,393
|
|
||
Sales and marketing
|
749
|
|
|
984
|
|
||
General and administrative
|
1,506
|
|
|
1,181
|
|
||
Total stock-based compensation expense
|
$
|
5,230
|
|
|
$
|
4,592
|
|
|
Three Months Ended
|
|||||||||||||
|
March 31,
2019 |
|
April 1,
2018 |
|
Change
|
|
% Change
|
|||||||
|
(Dollars in thousands)
|
|
|
|||||||||||
Revenue
|
$
|
57,678
|
|
|
$
|
45,117
|
|
|
$
|
12,561
|
|
|
28
|
%
|
Cost of revenue
|
28,170
|
|
|
22,352
|
|
|
5,818
|
|
|
26
|
%
|
|||
Gross profit
|
$
|
29,508
|
|
|
$
|
22,765
|
|
|
$
|
6,743
|
|
|
30
|
%
|
Gross margin
|
51.2
|
%
|
|
50.5
|
%
|
|
70
|
bps
|
|
|
|
Three Months Ended
|
|
|
|
|
|||||||||||||||
|
March 31,
2019 |
|
April 1,
2018 |
|
|
|
|
|||||||||||||
|
Amount
|
|
% of
Revenue |
|
Amount
|
|
% of
Revenue |
|
Change
|
|
% Change
|
|||||||||
|
(Dollars in thousands)
|
|
|
|||||||||||||||||
Operating expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Research and development
|
$
|
19,059
|
|
|
33.0
|
%
|
|
$
|
17,601
|
|
|
39.0
|
%
|
|
$
|
1,458
|
|
|
8
|
%
|
Sales and marketing
|
4,357
|
|
|
7.6
|
|
|
4,495
|
|
|
10.0
|
|
|
(138
|
)
|
|
(3
|
)
|
|||
General and administrative
|
9,275
|
|
|
16.1
|
|
|
4,198
|
|
|
9.3
|
|
|
5,077
|
|
|
121
|
|
|||
Total operating expenses
|
$
|
32,691
|
|
|
56.7
|
%
|
|
$
|
26,294
|
|
|
58.3
|
%
|
|
$
|
6,397
|
|
|
24
|
%
|
|
Three Months Ended
|
||||||
|
March 31,
2019 |
|
April 1,
2018 |
||||
|
(In thousands)
|
||||||
Net cash provided by (used in):
|
|
|
|
||||
Operating activities
|
$
|
235
|
|
|
$
|
6,769
|
|
Investing activities
|
790
|
|
|
(3,210
|
)
|
||
Financing activities
|
$
|
760
|
|
|
$
|
(3,378
|
)
|
|
Total
|
|
Less Than
1 Year |
|
1-3 Years
|
||||||
|
(In thousands)
|
||||||||||
Commitments
(1)
|
$
|
4,900
|
|
|
$
|
2,400
|
|
|
$
|
2,500
|
|
Software license commitments
|
2,232
|
|
|
1,488
|
|
|
744
|
|
|||
|
$
|
7,132
|
|
|
$
|
3,888
|
|
|
$
|
3,244
|
|
(1)
|
In April 2012, we entered into a letter agreement with RUSNANO, pursuant to which we agreed, among other matters, to create a subsidiary to be incorporated in Russia and to fund such subsidiary in an aggregate amount of $20.0 million over three years.
In July 2014, we amended and restated such letter agreement with RUSNANO, pursuant to which we agreed, among other matters, to operate and fund our Russian operations in an aggregate amount of
$13.0 million
over six annual periods beginning on December 31, 2014. The annual funding requirements in period one to period six are
$2.2 million
,
$1.7 million
,
$2.0 million
,
$2.2 million
,
$2.4 million
, and
$2.5 million
, respectively. In the event that we fail to meet our funding obligations for any period, we will be required to pay RUSNANO a penalty fee of 10% on 80% of the difference between the funding obligation and the actual funding for that period, subject to a cure period of one calendar quarter after the applicable period funding deadline. As of
March 31, 2019
, we had met the minimum funding requirements.
|
•
|
potential adverse effects on our relationships with our current suppliers and other business partners, or other third parties with which we are seeking to establish business relationships;
|
•
|
the restrictions imposed on our business and operations by certain covenants set forth in the Merger Agreement, which may prevent us from pursuing certain opportunities without ON Semiconductor’s approval;
|
•
|
that we may forego opportunities we might otherwise pursue absent the Merger Agreement;
|
•
|
potential adverse effects on our ability to attract, recruit, retain and motivate current and prospective employees who may be uncertain about their future roles and relationships with the combined company following the completion of the Merger;
|
•
|
the pendency and outcome of any legal proceedings that may be instituted against us, our directors and others relating to the transactions contemplated by the Merger Agreement; and
|
•
|
the diversion of our employees’ and management’s attention due to activities related to the transactions contemplated by the Merger Agreement.
|
•
|
we could be required to pay a termination fee of $32.2 million to ON Semiconductor under certain circumstances as described in the Merger Agreement;
|
•
|
we would have incurred significant costs in connection with the Merger;
|
•
|
we may be subject to additional legal proceedings related to the Merger;
|
•
|
the failure of the acquisition to be consummated may result in negative publicity and a negative impression of us in the investment community and our customers, partners and vendors;
|
•
|
any disruptions to our business resulting from the announcement or pendency of the acquisition, including any adverse changes in our relationships with our customers, partners, vendors and employees, may continue or intensify in the event the Merger is not consummated;
|
•
|
we may not be able to take advantage of alternative business opportunities or effectively respond to competitive pressures; and
|
•
|
we may have difficulties to attract, recruit, retain and motivate current and prospective employees.
|
•
|
the fluctuations in demand for high-performance Wi-Fi products in general;
|
•
|
the inherent complexity, length and associated unpredictability of the sales cycles for our Wi-Fi solutions;
|
•
|
changing market conditions and competitive dynamics of our markets, including new entrants and current and potential customer or service provider consolidation;
|
•
|
timing of introductions of new products by our customers and service providers and our ability to secure design wins related to such products;
|
•
|
seasonality and other fluctuations in the ordering patterns of our customers and service providers or other end customers;
|
•
|
changes to or inaccurate demand forecasts from our customers and service providers;
|
•
|
delays in deployment schedules or program cancellations by service providers, which can result in delays or cancellations of purchases by our customers;
|
•
|
the timing and amount of purchase orders, especially from significant customers;
|
•
|
reductions in or cancellations of purchase orders by our customers, including with little or no notice;
|
•
|
changes in the mix of our sales in the service provider market versus retail, enterprise or consumer electronics end markets and among different customers;
|
•
|
declines in average selling prices (“ASPs”) and the extent to which the impact of such declines is offset by increased sales volume or decreased manufacturing and other costs;
|
•
|
changes in manufacturing costs, including wafer fabrication, testing and assembly costs, manufacturing yields and product quality and reliability;
|
•
|
our ability to develop, introduce and ship new Wi-Fi solutions in a timely manner and anticipate future market demands that meet our customers’ requirements;
|
•
|
the timing and amount of tape-out costs;
|
•
|
timing of headcount adjustments;
|
•
|
the timing and amount of litigation expense or settlement of any litigation or other disputes;
|
•
|
volatility in our stock price, which may lead to material changes in stock compensation expense;
|
•
|
the impact and timing of taxes or changes in tax law; and
|
•
|
our ability to derive benefits from our investments in research, development, sales, marketing, and other activities.
|
•
|
differing technical standards, existing or future regulatory and certification requirements and required product features and functionality;
|
•
|
challenges related to managing and integrating operations in new markets with different languages, cultures and political systems;
|
•
|
heightened risks of unfair or corrupt business practices in certain countries and of improper or fraudulent sales arrangements that may impact financial results and lead to restatements of, and irregularities in, our financial statements or violations of law, including the U.S. Foreign Corrupt Practices Act;
|
•
|
tariffs and trade barriers, export controls and trade and economic sanctions regulations and other regulatory or contractual limitations on our ability to sell or develop our solutions in certain foreign markets, particularly in China and Russia;
|
•
|
rapidly changing immigration laws, requirements and processes, which may result in travel restrictions and delays, reduced hiring opportunities of qualified personnel, hiring delays, and increased immigration costs;
|
•
|
difficulties and costs associated with staffing and managing international operations;
|
•
|
difficulties associated with enforcing and protecting intellectual property rights in some countries;
|
•
|
requirements or preferences for in-country products, which could reduce demand for our products;
|
•
|
difficulties in enforcing contracts and collecting accounts receivable, which may result in longer payment cycles, especially in emerging markets;
|
•
|
potentially adverse tax consequences, including taxes impacting our ability to repatriate profits to the United States;
|
•
|
added legal compliance obligations and complexity;
|
•
|
public health emergencies and other disasters, such as earthquakes and tsunamis, that are more common in certain regions;
|
•
|
increased cost of terminating employees in some countries;
|
•
|
the effect of currency exchange rate fluctuations;
|
•
|
the effect of inflation;
|
•
|
political and economic instability;
|
•
|
war or hostilities between countries, including, for example, recent escalating hostilities between India and Pakistan; and
|
•
|
acts of terrorism.
|
•
|
announcements of new products or technologies, commercial relationships, acquisitions or other events by us or our competitors;
|
•
|
changes in how customers perceive the benefits of our Wi-Fi solutions;
|
•
|
departures of key personnel;
|
•
|
price and volume fluctuations in the overall stock market or semiconductor market from time to time;
|
•
|
fluctuations in the trading volume of our shares or the size of our public float;
|
•
|
sales of large blocks of our common stock;
|
•
|
sales of our common stock by our directors and officers;
|
•
|
actual, anticipated or perceived changes, fluctuations or developments in our business, outlook or results of operations;
|
•
|
whether our results of operations meet the expectations of securities analysts or investors;
|
•
|
changes in actual or future expectations of investors or securities analysts;
|
•
|
litigation involving us, our industry, or both;
|
•
|
regulatory developments in the United States, foreign countries or both;
|
•
|
general economic conditions and trends;
|
•
|
major catastrophic events in our domestic and foreign markets; and
|
•
|
“flash crashes,” “freeze flashes” or other glitches that disrupt trading on the securities exchange on which we are listed.
|
•
|
a classified board of directors with three-year staggered terms, which could delay the ability of stockholders to change the membership of a majority of our board of directors;
|
•
|
the ability of our board of directors to issue shares of preferred stock and to determine the price and other terms of those shares, including preferences and voting rights, without stockholder approval, which could be used to significantly dilute the ownership of a hostile acquirer;
|
•
|
the exclusive right of our board of directors to elect a director to fill a vacancy created by the expansion of our board of directors or the resignation, death or removal of a director, which prevents stockholders from being able to fill vacancies on our board of directors;
|
•
|
a prohibition on stockholder action by written consent, which forces stockholder action to be taken at an annual or special meeting of our stockholders;
|
•
|
the requirement that a special meeting of stockholders may be called only by our board of directors, the chairperson of our board of directors, our chief executive officer or our president (in the absence of a chief executive officer), which could delay the ability of our stockholders to force consideration of a proposal or to take action, including the removal of directors;
|
•
|
the requirement for the affirmative vote of holders of at least 66 2/3% of the voting power of all of the then outstanding shares of the voting stock, voting together as a single class, to amend the provisions of our amended and restated certificate of incorporation relating to the management of our business (including our classified board structure) or certain provisions of our Amended and Restated Bylaws, which may inhibit the ability of an acquirer to effect such amendments to facilitate an unsolicited takeover attempt;
|
•
|
the ability of our board of directors to amend the bylaws, which may allow our board of directors to take additional actions to prevent an unsolicited takeover and inhibit the ability of an acquirer to amend the bylaws to facilitate an unsolicited takeover attempt; and
|
•
|
advance notice procedures with which stockholders must comply to nominate candidates to our board of directors or to propose matters to be acted upon at a stockholders’ meeting, which may discourage or deter a potential acquirer from conducting a solicitation of proxies to elect the acquirer’s own slate of directors or otherwise attempting to obtain control of us.
|
•
|
develop new or enhance our existing Wi-Fi solutions;
|
•
|
expand our research and development and sales and marketing organizations;
|
•
|
respond to competitive pressures or unanticipated working capital requirements;
|
•
|
hire, train and retain employees;
|
•
|
expand our operations, in the United States or internationally; or
|
•
|
acquire complementary technologies, products or businesses.
|
|
|
|
|
|
Incorporated by Reference
|
|
||||
Exhibit
Number |
|
Description
|
|
Form
|
|
File No.
|
|
Exhibit
|
|
Filing Date
|
2.1
**
|
|
|
8-K
|
|
001-37927
|
|
|
03-27-2019
|
||
|
|
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
||
32.1
*
|
|
|
|
|
|
|
|
|
|
|
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
|
|
|
|
|
|
|
|
|
*
|
The certifications attached as Exhibit 32.1 that accompany this Quarterly Report on Form 10-Q is deemed furnished and not filed with the Securities and Exchange Commission and is not to be incorporated by reference into any filing of Quantenna Communications, Inc. under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date of this Quarterly Report on Form 10-Q, irrespective of any general incorporation language contained in such filing.
|
**
|
All schedules to Exhibit 2.1 have been omitted pursuant to Item 601(b)(2) of Regulation S-K. Quantenna Communications, Inc. hereby agrees to furnish supplementary a copy of any omitted schedule to the Securities and Exchange Commission upon request.
|
|
QUANTENNA COMMUNICATIONS, INC.
|
|
|
|
|
Date: April 29, 2019
|
By:
|
/s/ Sam Heidari
|
|
|
Sam Heidari
|
|
|
Chairman and Chief Executive Officer
|
|
|
(Principal Executive Officer)
|
|
|
|
Date: April 29, 2019
|
By:
|
/s/ Sean Sobers
|
|
|
Sean Sobers
|
|
|
Chief Financial Officer
|
|
|
(Principal Accounting and Financial Officer)
|
Date:
|
April 29, 2019
|
|
By:
|
/s/ Sam Heidari
|
||
|
|
|
Name:
|
Sam Heidari
|
||
|
|
|
Title:
|
Chief Executive Officer
|
||
|
|
|
|
|
(Principal Executive Officer)
|
Date:
|
April 29, 2019
|
|
By:
|
/s/ Sean Sobers
|
||
|
|
|
Name:
|
Sean Sobers
|
||
|
|
|
Title:
|
Chief Financial Officer
|
||
|
|
|
|
|
(Principal Financial Officer)
|
Date: April 29, 2019
|
|
By:
|
/s/ Sam Heidari
|
|
|
Name:
|
Sam Heidari
|
|
|
Title:
|
Chief Executive Officer
|
|
|
|
(Principal Executive Officer)
|
Date: April 29, 2019
|
|
By:
|
/s/ Sean Sobers
|
|
|
Name:
|
Sean Sobers
|
|
|
Title:
|
Chief Financial Officer
|
|
|
|
(Principal Financial Officer)
|