1. Organization and Basis of Presentation

 

          Inphi Corporation (the “Company”), a Delaware corporation, was incorporated in November 2000. The Company is a fabless provider of high-speed analog and mixed signal semiconductor solutions for the communications, data center and computing markets. The Company’s semiconductor solutions are designed to address bandwidth bottlenecks in networks, maximize throughput and minimize latency in computing environments and enable the rollout of next generation communications, data center and computing infrastructures. In addition, the semiconductor solutions provide a vital high-speed interface between analog signals and digital information in high-performance systems such as telecommunications transport systems, enterprise networking equipment, data center and enterprise servers, storage platforms, test and measurement equipment and military systems.

 

The interim unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”), for interim financial information and with the instructions to Securities and Exchange Commission (“SEC”), Form 10-Q and Article 10 of SEC Regulation S-X. They do not include all of the information and footnotes required by GAAP for complete financial statements. Therefore, these financial statements should be read in conjunction with the Company’s audited consolidated financial statements and notes thereto for the year ended December 31, 2015, included in the Company’s Annual Report on Form 10-K filed with the SEC on February 29, 2016.

 

          The interim condensed consolidated financial statements included herein are unaudited; however, they contain all normal recurring accruals and adjustments that, in the opinion of management, are necessary to state fairly the Company’s consolidated financial position at June 30, 2016, and its consolidated results of operations for the three and six months ended June 30, 2016 and 2015 and cash flows for the six months ended June 30, 2016 and 2015. The results of operations for the three and six months ended June 30, 2016 are not necessarily indicative of the results to be expected for future quarters or the full year.

 

On June 29, 2016, the Company signed a definitive agreement to sell the memory product business to Rambus Inc. for $90,000 in cash inclusive of $11,250 which will be placed into escrow for a period of twelve months following the closing as security for the Company’s indemnification obligations pursuant to the agreement. The sale was completed on August 4, 2016. The Company's consolidated financial statements and accompanying notes for current and prior periods have been restated to present the results of operations of the memory product business as discontinued operations. In addition, the assets and liabilities to be disposed of have been treated and classified as held for sale. For more information on discontinued operations, see Note 3.

 

2. Recent Accounting Pronouncements

 

In May 2014, the Financial Accounting Standards Board (FASB) issued guidance on “Revenue from Contracts with Customers.” The new revenue recognition guidance provides a five-step analysis of transactions to determine when and how revenue is recognized. The guidance requires an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers. The new guidance was initially effective for the Company on January 1, 2017. The new guidance permits the use of either the retrospective or cumulative effect transition method. The Company is evaluating the effect that the new revenue recognition guidance will have on the consolidated financial statements and related disclosures. The Company has not yet selected a transition method nor determined the effect of the standard on the ongoing financial reporting. In July 2015, the FASB voted to defer the effective date of the new revenue recognition standard by one year. The guidance may be adopted as early as January 1, 2017, the effective date of the original guidance.

 

In July 2015, the FASB issued guidance applying to inventory measured using any other method other than last-in, last-out method. Under this guidance inventory is measured at the lower of cost and net realizable value. The net realizable value is the estimated selling price in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation. The guidance is applied prospectively and is effective for the Company beginning January 1, 2017. Early adoption is permitted. The adoption of this standard is not expected to have a material impact on the Company’s consolidated financial statements and related disclosures.

 

In September 2015, the FASB issued guidance that requires an acquirer in a business combination to recognize adjustments to provisional amounts that are identified during the measurement period in the reporting period in which the adjustment amounts are determined. The guidance also requires disclosure of the effect on earnings of changes in depreciation, amortization or other income effects, if any, as a result of the adjustment to the provisional amounts, calculated as if the accounting had been completed at the acquisition date. This guidance is effective for the Company beginning January 1, 2016. The adoption of this standard did not have a material impact on the Company’s consolidated financial statements and related disclosures.

 

 

Inphi Corporation

Notes to Unaudited Condensed Consolidated Financial Statements

(Dollars in thousands except share and per share amounts) 

 

In January 2016, the FASB issued guidance that requires equity investments (except those accounted for under the equity method of accounting or those that result in consolidation of the investee) to be measured at fair value with changes in fair value recognized in net income. However, an entity may choose to measure equity investments that do not have readily determinable fair values at cost minus impairment, if any, plus or minus changes resulting from observable price changes in orderly transactions for the identical or a similar investment of the same issuer. The guidance simplifies the impairment assessment of equity investments without readily determinable fair values by requiring a qualitative assessment to identify impairment. When a qualitative assessment indicates that impairment exists, an entity is required to measure the investment at fair value. The guidance eliminates the requirement for public business entities to disclose the method(s) and significant assumptions used to estimate the fair value that is required to be disclosed for financial instruments measured at amortized cost on the balance sheet, and requires public business entities to use the exit price notion when measuring the fair value of financial instruments for disclosure purposes. The guidance also requires an entity to present separately in other comprehensive income the portion of the total change in the fair value of a liability resulting from a change in the instrument-specific credit risk when the entity has elected to measure the liability at fair value in accordance with the fair value option for financial instruments. Separate presentation of financial assets and financial liabilities by measurement category and form of financial asset (that is, securities or loans and receivables) on the balance sheet or the accompanying notes to the financial statements is required under this guidance. The guidance further clarifies that an entity should evaluate the need for a valuation allowance on a deferred tax asset related to available-for-sale securities in combination with the entity’s other deferred tax assets. The guidance is applied by means of a cumulative-effect adjustment to the balance sheet as of the beginning of the fiscal year of adoption and is effective for the Company in its first quarter of fiscal 2018. Early adoption is permitted only if certain criteria is met. The Company is currently evaluating the impact of this new guidance on its consolidated financial statements and related disclosures.

 

In February 2016, the FASB issued guidance that requires companies that lease assets (lessees) to recognize on the balance sheet the assets and liabilities for the rights and obligations created by the leases with lease terms of more than 12 months. This guidance is effective for the Company beginning January 1, 2019. Early adoption is permitted. The Company is currently evaluating the impact of this new guidance on its consolidated financial statements and related disclosures.

 

In March 2016, the FASB issued a guidance that eliminate the requirement that when an investment qualifies for use of the equity method as a result of an increase in the level of ownership interest or degree of influence, an investor must adjust the investment, results of operations, and retained earnings retroactively on a step-by-step basis as if the equity method had been in effect during all previous periods that the investment had been held. The guidance require that the equity method investor add the cost of acquiring the additional interest in the investee to the current basis of the investor’s previously held interest and adopt the equity method of accounting as of the date the investment becomes qualified for equity method accounting. Therefore, upon qualifying for the equity method of accounting, no retroactive adjustment of the investment is required. The guidance also requires that an entity that has an available-for-sale equity security that becomes qualified for the equity method of accounting recognize through earnings the unrealized holding gain or loss in accumulated other comprehensive income at the date the investment becomes qualified for use of the equity method. The guidance is effective for the Company beginning after January 1, 2017. The Company is currently evaluating the impact of this new guidance on its consolidated financial statements and related disclosures.

 

In March 2016, the FASB issued a guidance in the assessment whether an entity is a principal or an agent in the new revenue standard (gross versus net revenue presentation). The guidance has the same effective date and transition requirements as the new revenue standard, which is effective for calendar year ¬end public companies in 2018 with early adoption permitted in 2017.

 

In March 2016, the FASB issued a guidance that will change certain aspects of accounting for share-based payments to employees. The new guidance requires all income tax effects of awards to be recognized in the income statement when the awards vest or are settled. It also allows an employer to repurchase more of an employee’s shares than the minimum for tax withholding purposes without triggering liability accounting and to make a policy election to account for forfeitures as they occur. The new guidance allows entities to estimate forfeiture or recognize forfeitures when they occur. It also requires presentation of excess tax benefits as an operating activity and cash paid by employer to taxing authorities on the employees’ behalf for withheld shares as financing activity on the statement of cash flows. The Company early adopted this standard at the beginning of 2016 and the effect of adoption is discussed in Note 13 of the condensed consolidated financial statements.

 

In April 2016, the FASB issued a guidance which amends the revenue guidance on identifying performance obligations and accounting for licenses of intellectual property. The guidance changed the previous proposals on renewals of right-of-use licenses and contractual restrictions. The guidance has the same effective date and transition requirements as the new revenue standard, which is effective for calendar year ¬end public companies in 2018 with early adoption permitted in 2017. 

---

Table Of Contents

3. Discontinued Operations

 

In June 2016, the Company announced sale of its memory product business (the “Business”) to Rambus Inc. for $90,000 in cash, $11,250 of which will be placed into escrow for a period of the twelve months following the closing as security for the Company’s indemnification obligations pursuant to the Asset Purchase Agreement dated June 29, 2016. The sale was completed on August 4, 2016. The divestiture of the Business was part of a strategic plan to focus on and increase investments in the Company’s communication business. The assets and liabilities of the Business have been classified as held for sale and the results of operations are shown in net income (loss) from discontinued operations. The Company’s condensed consolidated financial statements and the accompanying notes for current and prior periods have been restated.

 

The carrying amounts of the major classes of assets and liabilities that are classified as held for sale on the condensed consolidated balance sheets as of June 30, 2016 and December 31, 2015 were as follows:

 

		June 30, 2016				December 31, 2015
Assets
Current assets
Inventories		$	5,667			$	5,464
Prepaid expenses and other current assets			180				68
Property and equipment, net			3,907				—
Goodwill			714				—
Total current assets held for sale			10,468				5,532
Noncurrent assets
Property and equipment, net			—				2,656
Goodwill			—				714
Assets held for sale		$	10,468			$	8,902
Liabilities
Accounts payable		$	2,168			$	2,538
Deferred revenue			1,899				2,013
Other accrued expenses			1,126				939
Liabilities held for sale		$	5,193			$	5,490

 

 

The results of discontinued operations for the three and six months ended June 30, 2016 and 2015 were as follows:

 

		Three Months Ended June 30,								Six Months Ended June 30,
		2016				2015				2016				2015
Revenue		$	9,766			$	11,159			$	22,206			$	27,373
Cost of revenue			(5,053	)			(5,749	)			(12,204	)			(12,822	)
Operating expenses			(5,279	)			(6,017	)			(10,263	)			(11,902	)
Other income			—				—				176				—
Benefit (provision) for income taxes			154				1,151				(17	)			(505	)
Net income (loss) from discontinued operations		$	(412	)		$	544			$	(102	)		$	2,144

 

 

Inphi Corporation

Notes to Unaudited Condensed Consolidated Financial Statements

(Dollars in thousands except share and per share amounts) 

 

The results of discontinued operations include the following:

 

		Three Months Ended June 30,								Six Months Ended June 30,
		2016				2015				2016				2015
Depreciation and amortization		$	459			$	390			$	958			$	853
Stock-based compensation expense			1,056				1,075				2,010				2,118
Property and equipment expenditures			794				122				2,198				158

 

4. Investments

 

The following table summarizes the investments by investment category:

 

		June 30, 2016								December 31, 2015
		Cost				Fair Value				Cost				Fair Value
Available-for-sale securities:
U.S. treasury securities		$	6,000			$	6,012			$	2,998			$	2,993
Municipal bonds			28,215				28,239				20,042				20,036
Corporate notes/bonds			109,147				109,340				14,700				14,657
Government agency bonds			6,440				6,444				4,011				4,007
Commercial paper			23,540				23,541				—				—
Asset backed securities			7,312				7,324				1,926				1,923
Total investments		$	180,654			$	180,900			$	43,677			$	43,616

 

As of June 30, 2016, the Company had 13 investments that were in an unrealized loss position. The gross unrealized losses on these investments at June 30, 2016 of $13 were determined to be temporary in nature. The Company reviews the investments to identify and evaluate investments that have an indication of possible other-than-temporary impairment. Factors considered in determining whether a loss is other-than-temporary include the length of time and extent to which fair value has been less than the cost basis, the financial condition and near-term prospects of the investee, and the intent and ability to hold the investment for a period of time sufficient to allow for any anticipated recovery in market value.

 

The realized gain related to the Company’s available-for-sale investment which was reclassified from other comprehensive income was included in other income in the condensed consolidated statements of income.

 

The contractual maturities of available-for-sale securities at June 30, 2016 are presented in the following table:

 

		Cost				Fair Value
Due in one year or less		$	139,785			$	139,854
Due between one and five years			40,869				41,046
		$	180,654			$	180,900

5. Inventories

 

Inventories consist of the following:

 

		June 30, 2016				December 31, 2015
Raw materials		$	1,207			$	2,491
Work in process			3,799				2,503
Finished goods			6,807				7,370
		$	11,813			$	12,364

 

 

Inphi Corporation

Notes to Unaudited Condensed Consolidated Financial Statements

(Dollars in thousands except share and per share amounts) 

 

Finished goods include $862 and $1,435 of inventories held by distributors as of June 30, 2016 and December 31, 2015, respectively.

6. Property and Equipment, net

 

Property and equipment consist of the following:

 

		June 30, 2016				December 31, 2015
Laboratory and production equipment		$	54,376			$	46,875
Office, software and computer equipment			20,514				18,556
Furniture and fixtures			1,301				1,264
Leasehold improvements			5,952				5,866
			82,143				72,561
Less accumulated depreciation			(46,583	)			(38,937	)
		$	35,560			$	33,624

 

 

Depreciation and amortization expense of property and equipment for the three and six months ended June 30, 2016 was $4,086 and $7,638, respectively. Depreciation and amortization expense of property and equipment for the three and six months ended June 30, 2015 was $2,921 and $5,696, respectively.

 

As of June 30, 2016 and December 31, 2015, computer software costs included in property and equipment were $6,384 and $5,929, respectively. Amortization expense of capitalized computer software costs was $299 and $586 for the three and six months ended June 30, 2016, respectively. Amortization expense of capitalized computer software costs was $249 and $482 for the three and six months ended June 30, 2015, respectively.

 

Property and equipment not paid as of June 30, 2016 and December 31, 2015 were $1,975 and $1,949, respectively.

 

Depreciation and amortization expense of property and equipment held for sale for the three and six months ended June 30, 2016 was $459 and $958, respectively. Depreciation and amortization expense of property and equipment held for sale for the three and six months ended June 30, 2015 was $390 and $853, respectively.

7. Identifiable Intangible Assets

 

The following table presents details of identifiable intangible assets:

 

		June 30, 2016												December 31, 2015
		Gross				Accumulated Amortization				Net				Gross				Accumulated Amortization				Net
Developed technology		$	71,570			$	20,105			$	51,465			$	71,570			$	14,356			$	57,214
Customer relationships			8,170				1,427				6,743				8,170				1,018				7,152
Trade name			920				322				598				920				230				690
Patents			1,579				452				1,127				1,579				346				1,233
		$	82,239			$	22,306			$	59,933			$	82,239			$	15,950			$	66,289

 

 

Inphi Corporation

Notes to Unaudited Condensed Consolidated Financial Statements

(Dollars in thousands except share and per share amounts)

 

The following table presents amortization of intangible assets for the three and six months ended June 30, 2016 and 2015:

 

		Three Months Ended June 30,								Six Months Ended June 30,
		2016				2015				2016				2015
Cost of goods sold		$	2,875			$	2,875			$	5,750			$	5,750
Sales and marketing			204				204				408				408
General and administrative			99				106				198				213
		$	3,178			$	3,185			$	6,356			$	6,371

 

 

In the three months ended June 30, 2015, the Company abandoned the project related to in-process research and development and recorded an impairment charge of $1,750 included in the research and development expenses in the condensed consolidated statements of income.

 

Based on the amount of intangible assets subject to amortization at June 30, 2016, the expected amortization expense for each of the next five fiscal years and thereafter is as follows:

 

2016 (remaining)		$	6,350
2017			12,682
2018			12,648
2019			11,078
2020			6,394
Thereafter			10,781
		$	59,933

 

The weighted-average amortization periods remaining by intangible asset category are as follows (in years):

 

Developed technology			4.87
Customer relationship			8.25
Others			9.65

 

8. Product Warranty Obligation

 

As of June 30, 2016 and December 31, 2015, the product warranty liability was $110. There was no movement in product warranty liability during the three and six months ended June 30, 2016 and 2015.

 

9. Convertible debt

 

In December 2015, the Company issued $230,000 of 1.125% convertible senior notes due 2020 (Convertible Notes). The Convertible Notes will mature December 1, 2020, unless earlier converted or repurchased. Interest on the Convertible Notes is payable on June 1 and December 1 of each year, beginning on June 1, 2016. The initial conversion rate is 24.8988 shares of common stock per $1 principal amount of Convertible Notes, which represents an initial conversion price of approximately $40.16 per share.  The total interest expense recognized for the three months ended June 30, 2016 was $3,171, which consists of $521 of contractual interest expense, $2,432 of amortization of debt discount and $218 of amortization of debt issuance costs. The total interest expense recognized for the six months ended June 30, 2016 was $6,303, which consists of $1,276 of contractual interest expense, $4,613 of amortization of debt discount and $414 of amortization of debt issuance costs.

 

In connection with the issuance of the Convertible Notes, the Company entered into capped call transactions (Capped Call) in private transactions. Under the Capped Call, the Company purchased capped call options that in aggregate relate to 100% of the total number of shares of the Company's common stock underlying the Convertible Notes, with a strike price equal to the conversion price of the Convertible Notes and with a cap price equal to $52.06 per share.

 

---

Table Of Contents

10. Other long-term liabilities

 

 Other long-term liabilities consist of the following:

 

		June 30, 2016				December 31, 2015
Deferred rent		$	1,348			$	1,728
Income tax payable			1,589				6,969
		$	2,937			$	8,697

 

11. Income Taxes

 

The Company determined its interim provision using an estimated single annual effective tax rate for all tax jurisdictions for the three and six months ended June 30, 2016. For the three and six months ended June 30, 2015, the Company determined its interim tax provision applying a separate estimated annual effective tax rate to its loss jurisdictions. ASC 740 provides that when an entity operates in a jurisdiction that has generated ordinary losses on a year-to-date basis or on the basis of the results anticipated for the full fiscal year and no benefit can be recognized on those losses, a separate effective tax rate should be computed and applied to ordinary income (or loss) in that jurisdiction. The Company incurred pretax loss during the three and six months ended June 30, 2015 from the Singapore operation and did not recognize tax benefit of the losses due to full valuation allowance established against deferred tax assets. Thus, a separate effective tax rate was applied to the Singapore jurisdiction to compute the Company’s interim tax expense.

 

The Company recorded an income tax provision (benefit) from continuing operations of $303 and ($29) in the three and six months ended June 30, 2016, respectively. The effective tax rate for the three and six months ended June 30, 2016 was 24% and (4%), respectively. The difference between the effective tax rates and the 34% federal statutory rate was primarily due to the change in valuation allowance, foreign income taxes provided at lower rates, geographic mix in operating results, unrecognized tax benefits, recognition of federal and state research and development credits and windfall tax benefits from stock-based compensation from early adoption of Accounting Standards Update 2016-09. The Company recorded an income tax provision (benefit) from continuing operations of ($869) and $1,869 in the three and six months ended June 30, 2015, respectively. The effective tax rate for the three and six months ended June 30, 2015 was 61% and (19%), respectively. The difference between the effective tax rates and the 34% federal statutory rate was primarily due to the change in valuation allowance, foreign income taxes provided at lower rates, geographic mix in operating results, unrecognized tax benefits, stock-based compensation adjustments and recognition of state research and development credits.

 

 During the three and six months ended June 30, 2016, the gross amount of the Company’s unrecognized tax benefits increased (decreased) by approximately $296 and ($1,588), respectively primarily due to a state tax audit settlement and expiration of the statute of limitations on certain foreign income taxes, partially offset by the results of tax positions taken during the current year. Substantially all of the unrecognized tax benefits as of June 30, 2016, if recognized, would affect the Company’s effective tax rate. The Company believes that in the next twelve months, it is reasonably possible that the gross unrecognized tax benefit may decrease by approximately $100 due to the expiration of statute of limitations on certain foreign income taxes.

 

The Company does not provide for U.S. income taxes on undistributed earnings of its controlled foreign corporations that are intended to be invested indefinitely outside the United States.

---

Table Of Contents

12. Earnings Per Share

 

The following shows the reconciliation of weighted average shares used in the calculation of basic and diluted earnings per share:

 

		Three Months Ended June 30,								Six Months Ended June 30,
		2016				2015				2016				2015
Weighted-average common stock—basic			40,412,319				38,431,307				40,085,260				38,065,942
Effect of potentially dilutive securities:
Add options to purchase common stock			1,324,796				—				1,327,237				—
Add unvested restricted stock unit			2,101,373				—				2,234,865				—
Add employee stock purchase plan			—				—				32,955				—
Weighted-average common stock—diluted			43,838,488				38,431,307				43,680,317				38,065,942

 

The following securities were not included in the computation of diluted earnings per share as inclusion would have been anti-dilutive:

 

 

		Three Months Ended June 30,								Six Months Ended June 30,
		2016				2015				2016				2015
Common stock options			—				2,615,744				—				2,774,985
Restricted stock unit			939,346				4,856,581				479,679				4,652,690
Convertible debt			5,727,092				—				5,727,092				—
			6,666,438				7,472,325				6,206,771				7,427,675

 

As discussed in Note 2, the Company early adopted ASU 2016-09. Based on the new guidance, the excess tax benefit is no longer included in the weighted diluted common stock calculation under the treasury stock method and therefore, increased the total weighted diluted common stock by 969,985 and 971,547 in the three and six months ended June 30, 2016, respectively. This change was applied prospectively.

 

13. Stock–Based Compensation

 

In June 2010, the Board of Directors (the “Board”) approved the Company’s 2010 Stock Incentive Plan (the “2010 Plan”), which became effective in November 2010. The 2010 Plan provides for the grants of restricted stock, stock appreciation rights and stock unit awards to employees, non-employee directors, advisors and consultants. The Compensation Committee administers the 2010 Plan, including the determination of the recipient of an award, the number of shares subject to each award, whether an option is to be classified as an incentive stock option or nonstatutory option, and the terms and conditions of each award, including the exercise and purchase prices and the vesting or duration of the award. Options granted under the 2010 Plan are exercisable only upon vesting. At June 30, 2016, 2,889,858 shares of common stock have been reserved for future grants under the 2010 Plan.

 

 

Inphi Corporation

Notes to Unaudited Condensed Consolidated Financial Statements

(Dollars in thousands except share and per share amounts) 

 

Stock Option Awards 

 

The Company did not grant any stock options during the three and six months ended June 30, 2016 and 2015.

 

The following table summarizes information regarding options outstanding:

 

		Number of Shares				Weighted Average Exercise Price				Weighted Average Remaining Contractual Life				Aggregate Intrinsic Value
Outstanding at December 31, 2015			2,256,396			$	10.61				5.29			$	37,036
Granted			—				—
Exercised			(311,985	)			9.25
Canceled			(3,167	)			8.83
Outstanding at June 30, 2016			1,941,244			$	10.83				4.84			$	41,159
Exercisable at June 30, 2016			1,897,477			$	10.84				4.79			$	40,207
Vested and expected to vest at June 30, 2016			1,941,021			$	10.83				4.84			$	41,155

 

The intrinsic value of options outstanding, exercisable and vested and expected to vest is calculated based on the difference between the exercise price and the fair value of the Company’s common stock as of the respective balance sheet dates.

 

The total intrinsic value of options exercised during the six months ended June 30, 2016 and 2015 was $6,855 and $7,971, respectively. The intrinsic value of exercised options is calculated based on the difference between the exercise price and the fair value of the Company’s common stock as of the exercise date. Cash received from the exercise of stock options was $2,607 and $4,469, respectively, for the six months ended June 30, 2016 and 2015.

 

Restricted Stock Units and Awards

 

The Company granted restricted stock units (“RSUs”) to members of the Board and employees. Most of the Company’s outstanding RSUs vest over four years with vesting contingent upon continuous service. The Company estimates the fair value of RSUs using the market price of the common stock on the date of the grant. The fair value of these awards is amortized on a straight-line basis over the vesting period.

 

The following table summarizes information regarding outstanding restricted stock units:

 

		Number of Shares				Weighted Average Grant Date Fair Value Per Share
Outstanding at December 31, 2015			4,600,869			$	15.37
Granted			1,394,799				32.68
Vested			(1,205,465	)			14.31
Canceled			(297,315	)			17.38
Outstanding at June 30, 2016			4,492,888			$	20.89
Expected to vest at June 30, 2016			4,378,136

 

The RSUs include performance-based stock units subject to achievement of pre-established revenue goal and earnings per share on non-GAAP basis. Once the goals are met, the performance-based stock units are subject to four years of vesting from the original grant date, contingent upon continuous service. The total performance-based units that vested for the three and six months ended June 30, 2016 was 31,786. As of June 30, 2016, the total performance-based units outstanding was 300,356.

 

Employee Stock Purchase Plan

 

In December 2011, the Company adopted the Employee Stock Purchase Plan (“ESPP”). Participants purchase the Company's stock using payroll deductions, which may not exceed 15% of their total cash compensation. Pursuant to the terms of the ESPP, the "look-back" period for the stock purchase price is six months. Offering and purchase periods will begin on February 10 and August 10 of each year. Participants will be granted the right to purchase common stock at a price per share that is 85% of the lesser of the fair market value of the Company's common stock at the beginning or the end of each six-month period.

 

 

Inphi Corporation

Notes to Unaudited Condensed Consolidated Financial Statements

(Dollars in thousands except share and per share amounts)

 

The ESPP imposes certain limitations upon an employee’s right to acquire common stock, including the following: (i) no employee shall be granted a right to participate if such employee immediately after the election to purchase common stock, would own stock possessing 5% or more of the total combined voting power or value of all classes of stock of the Company, and (ii) no employee may be granted rights to purchase more than $25 fair value of common stock for each calendar year. The maximum aggregate number of shares of common stock available for purchase under the ESPP is 1,750,000 shares. The total common stock issued under the ESPP during the six months ended June 30, 2016 and 2015 was 164,696 and 160,776, respectively.

 

The fair value of the ESPP is estimated at the start of offering period using the Black-Scholes option pricing model with the following assumptions:

 

		Six Months Ended June 30,
		2016				2015
Risk-free interest rate			0.45	%			0.07	%
Expected life (in years)			0.50				0.50
Dividend yield			—				—
Expected volatility			55	%			41	%
Estimated fair value		$	7.26			$	5.34

 

Stock-Based Compensation Expense

 

Stock-based compensation expense is included in the Company’s results of operations as follows:

 

		Three Months Ended June 30,								Six Months Ended June 30,
		2016				2015				2016				2015
Operating expenses
Cost of goods sold		$	426			$	358			$	761			$	696
Research and development			4,684				3,510				8,398				6,546
Sales and marketing			952				884				1,728				1,641
General and administrative			662				1,375				1,835				2,621
Discontinued operations			1,056				1,075				2,010				2,118
		$	7,780			$	7,202			$	14,732			$	13,622

 

Total unrecognized compensation cost related to unvested stock options, restricted stock units and awards at June 30, 2016, prior to the consideration of expected forfeitures, is approximately $79,366 and is expected to be recognized over a weighted-average period of 2.95 years.

 

The Company early adopted Accounting Standards Update 2016-09. The effect of adoption resulted to a net credit of $5,261 on the beginning balance of accumulated deficit from previously unrecorded deferred tax assets for net operating loss carryover generated by windfall tax benefit. The adoption increased weighted average diluted common stock by 969,985 and 971,547 in the three and six months ended June 30, 2016, respectively. In addition, the current period’s excess tax benefit related to stock-based compensation is presented as operating activity in the statement of cash flows. The change in the cash flow was adopted retrospectively and the Company reclassified $829 of excess tax benefit for the six months ended June 30, 2015 from financing activity to operating activity.

---

Table Of Contents

14. Fair Value Measurements

 

The guidance on fair value measurements requires fair value measurements to be classified and disclosed in one of the following three categories:

 

Level 1: Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities;

 

Level 2: Quoted prices in markets that are not active, or inputs which are observable, either directly or indirectly, for substantially the full term of the asset or liability, or

 

Level 3: Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (i.e., supported by little or no market activity).

 

The Company measures its investments in marketable securities at fair value using the market approach, which uses prices and other relevant information generated by market transactions involving identical or comparable assets or liabilities. The Company has cash equivalents which consist of money market funds valued using the amortized cost method, in accordance with Rule 2a-7 under the 1940 Act, which approximates fair value.

 

The Company determines the amount of transfers between Levels 1 and 2 or transfers into or out of Level 3 by using the end-of-period fair value. The Company had no transfers among the fair value hierarchy during the three and six months ended June 30, 2016.

 

The following table presents information about assets required to be carried at fair value on a recurring basis:

 

 

June 30, 2016		Total				Level 1				Level 2
Assets
Cash equivalents:
Money market funds		$	85,465			$	20,967			$	64,498
Investment in marketable securities:
US treasury securities			6,012				6,012				—
Municipal bonds			28,239				—				28,239
Corporate notes/bonds			109,340				—				109,340
Government agency bonds			6,444				—				6,444
Commercial papers			23,541				—				23,541
Asset backed securities			7,324				—				7,324
		$	266,365			$	26,979			$	239,386
Liabilities
Convertible Notes		$	243,253			$	—			$	243,253

 

 

December 31, 2015		Total				Level 1				Level 2
Assets
Cash equivalents:
Money market funds		$	102,008			$	—			$	102,008
Investment in marketable securities:
US treasury securities			2,993				2,993				—
Municipal bonds			20,036				—				20,036
Corporate notes/bonds			14,657				—				14,657
Government agency bonds			4,007				—				4,007
Asset backed securities			1,923				—				1,923
		$	145,624			$	2,993			$	142,631
Liabilities
Convertible Notes		$	221,950			$	—			$	221,950

 

The Convertible Notes are carried on the Consolidated Balance Sheets at their original issuance value including accreted interest, net of unamortized debt discount and issuance cost. The Convertible Notes are not marked to fair value at the end of each reporting period. As of June 30, 2016 and December 31, 2015, the fair value of Convertible Notes was determined on the basis of market prices observable for similar instruments and is considered Level 2 in the fair value hierarchy.

 

---

Table Of Contents

15. Segment and Geographic Information

 

The Company operates in one reportable segment. The Company’s Chief Executive Officer, who is considered to be the chief operating decision maker, manages the Company’s operations as a whole and reviews consolidated financial information for purposes of evaluating financial performance and allocating resources. Revenue by region is classified based on the locations to which the product is transported, which may differ from the customer’s principal offices.

 

The following table sets forth the Company’s revenue by geographic region:

 

		Three Months Ended June 30,								Six Months Ended June 30,
		2016				2015				2016				2015
China		$	19,947			$	15,291			$	40,514			$	29,818
United States			6,495				8,840				14,467				16,262
Thailand			10,974				9,462				16,652				14,925
Japan			8,717				5,523				15,842				10,731
Other			14,391				10,397				27,140				20,723
		$	60,524			$	49,513			$	114,615			$	92,459

 

As of June 30, 2016, $6,079 of long-lived tangible assets are located outside the United States, of which $5,441 are located in Taiwan. As of December 31, 2015, $5,054 of long-lived tangible assets are located outside the United States of which $4,372 are located in Taiwan.

 

16. Commitments and Contingencies

 

Leases

 

The Company leases its facility under noncancelable lease agreements expiring in various years through 2021. The Company also licenses certain software used in its research and development activities under a term license subscription and maintenance arrangement.

 

As of June 30, 2016, future minimum lease payments under noncancelable operating leases having initial terms in excess of one year are as follows:

 

2016 (remaining)		$	8,118
2017			4,539
2018			2,190
2019			1,713
2020 and thereafter			288
		$	16,848

  

 

Inphi Corporation

Notes to Unaudited Condensed Consolidated Financial Statements

(Dollars in thousands except share and per share amounts)

  

For the three and six months ended June 30, 2016, lease operating expense was $3,811 and $6,094, respectively. For the three and six months ended June 30, 2015, lease operating expense was $2,974 and $6,017, respectively.

 

Noncancelable Purchase Obligations

 

 The Company depends upon third party subcontractors to manufacture its wafers. These subcontractor relationships typically allow for the cancellation of outstanding purchase orders, but require payment of all expenses incurred through the date of cancellation. As of June 30, 2016, the total value of open purchase orders for wafers was approximately $9,394.

 

Legal Proceedings

 

Netlist, Inc. v. Inphi Corporation, Case No. 09-cv-6900 (C.D. Cal.)

 

On September 22, 2009, Netlist filed suit in the United States District Court, Central District of California, or the Court, asserting that the Company infringes U.S. Patent No. 7,532,537. Netlist filed an amended complaint on December 22, 2009, further asserting that the Company infringes U.S. Patent Nos. 7,619,912 and 7,636,274, collectively with U.S. Patent No. 7,532,537, the patents-in-suit, and seeking both unspecified monetary damages to be determined and an injunction to prevent further infringement. These infringement claims allege that the iMB™ and certain other memory module components infringe the patents-in-suit. The Company answered the amended complaint on February 11, 2010 and asserted that the Company does not infringe the patents-in-suit and that the patents-in-suit are invalid. In 2010, the Company filed inter partes requests for reexamination with the United States Patent and Trademark Office (the “USPTO”), asserting that the patents-in-suit are invalid. As a result of the proceedings at the USPTO, the Court has stayed the litigation, with the parties advising the Court on status every 120 days.

 

As to the proceeding at the USPTO, reexamination has been ordered for all of the patents that were alleged to infringe, and at present, the USPTO has determined that almost all of the originally filed claims are not valid, with certain amended claims being determined patentable. It is expected that a Reexamination Certificate will issue for U.S. Patent No. 7,532,537 based upon amended claims, and the parties continue to assert their respective positions with respect to the reexamination proceedings for U.S. Patent Nos. 7,619,912 and 7,636,274.

 

While the Company intends to defend the foregoing USPTO proceedings and lawsuit vigorously, the USPTO proceedings and litigation, whether or not determined in the Company’s favor or settled, could be costly and time-consuming and could divert management’s attention and resources, which could adversely affect the Company’s business.

 

Based on the nature of USPTO proceedings and litigation, the Company is currently unable to predict the final outcome of this lawsuit and therefore, cannot determine the likelihood of loss nor estimate a range of possible loss. However, because of the nature and inherent uncertainties of litigation, should the outcome of these actions be unfavorable, the Company’s business, financial condition, results of operations or cash flows could be materially and adversely affected.

 

Indemnifications

 

In the ordinary course of business, the Company may provide indemnifications of varying scope and terms to customers, vendors, lessors, investors, directors, officers, employees and other parties with respect to certain matters, including, but not limited to, losses arising out of the Company’s breach of such agreements, services to be provided by the Company, or from intellectual property infringement claims made by third-parties. These indemnifications may survive termination of the underlying agreement and the maximum potential amount of future payments the Company could be required to make under these indemnification provisions may not be subject to maximum loss clauses. The Company has not incurred material costs to defend lawsuits or settle claims related to these indemnifications. Accordingly, the Company has no liabilities recorded for these agreements as of June 30, 2016 and December 31, 2015.

 

17.  Subsequent Events

 

On August 4, 2016, the Company completed the sale of its memory product business to Rambus Inc. In connection with the sale, the Company entered into a transition service agreement with Rambus Inc. under which the Company will provide certain services on an interim, transitional basis, for a period of six months. The gain from the sale of the memory product business is expected to be material which will be reported in the third quarter of 2016.

 

---

Table Of Contents