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Share Name | Share Symbol | Market | Type |
---|---|---|---|
(MM) | NASDAQ:PSMI | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 12.44 | 0 | 01:00:00 |
Form 10-K
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ý
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ANNUAL 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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86-0652659
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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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9380 Carroll Park Drive
San Diego, California
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92121
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(Address of Principal Executive Offices)
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(Zip Code)
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Title of Each Class
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Name of Each Exchange on Which Registered
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Common Stock, par value $0.001 per share
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The NASDAQ Stock Market LLC
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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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¨
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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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Item 1.
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Item 1A.
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Item 1B.
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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 7.
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36
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Item 7A.
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Item 8.
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Item 9.
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Item 9A.
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Item 9B.
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Item 10.
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Item 11.
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Item 12.
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Item 13.
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Item 14.
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Item 15.
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Item 1.
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Business
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•
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Better Performance
.
Wireless systems require components that can consistently deliver better signal quality, higher data rates, lower noise and system interference, and less power consumption across a variety of operating conditions and applications. High performance RFICs must interoperate with other wireless system components to avoid performance issues such as dropped calls, slower than expected transfer rates and poor battery life.
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•
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Increasing Functionality
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To enable higher data rates, compatibility with legacy networks, and simultaneous voice and data communications, wireless systems must support multiple protocols and frequency bands. This increases overall design complexity and can increase the number of components, size and power consumption of wireless systems. For example, smartphones often utilize as many as 10 frequency bands to support a variety of wireless protocols and require separate RF components for each band.
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•
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Higher Reliability
.
Module manufacturers and OEMs demand that high performance RFICs perform reliably for long periods of time under a variety of conditions. In particular, manufacturers of wireless network infrastructure, and aerospace and defense products must meet stringent reliability standards that require specialized design, manufacturing, quality assurance, and testing processes.
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•
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Smaller Form Factor and More Cost Effective Solutions
.
High performance RFICs must enable module manufacturers and OEMs to design wireless products with an increasingly smaller form factor while also reducing overall product cost, both of which require increasing levels of integration.
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•
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Inability to Monolithically Integrate.
An RF front-end module consists of a number of discrete components, including PAs, low noise amplifiers, switches, filters, control interfaces, power regulators, diplexers and passive elements, most of which are manufactured using different specialty process technologies. As a result, traditional RFICs cannot monolithically integrate these discrete components, leading to RF front-end modules with higher component counts, greater system design complexity, larger overall form factor, and lower module yields. This inability to monolithically integrate also limits cost reduction opportunities.
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•
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Lack of Digital Integration
.
As the digital content of the RF front-end increases and OEMs demand greater levels of configurability, the inability to monolithically integrate digital logic, memory, and other mixed-signal functions on an RFIC manufactured using specialty process technologies can limit performance improvements and reductions in device size, and result in a higher component count for the same functionality.
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•
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Manufacturing Inefficiencies
.
These processes cannot take advantage of the existing high volume CMOS manufacturing infrastructure, which results in custom fabrication facilities limiting the ability to reduce cost and drive supply chain flexibility.
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•
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Lack of Scalability.
Manufacturing inefficiencies inherently limited the ability of these processes to scale to smaller geometries as compared to standard CMOS and therefore IC suppliers utilizing these process technologies are increasingly unable to achieve reductions in manufacturing costs and form factors, lower power consumption, or higher performance.
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End Market
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||||||||||
Product families
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Automotive
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Space
and
Military
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Broadband
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Industrial
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Mobile
Devices
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Test and
Measurement
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Wireless
Infrastructure
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RF Switches – Antenna
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x
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RF Switches – Broadband and General Purpose
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x
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x
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x
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x
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x
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x
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Digital Attenuators
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x
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x
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x
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x
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x
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Phase-locked loop
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x
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x
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x
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x
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Mixers / Upconverters
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x
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x
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x
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x
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Prescalers
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x
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x
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x
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x
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Digitally Tunable Capacitors
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x
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x
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x
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x
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x
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DC-DC Converters
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x
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Power Amplifiers
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o
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•
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RF Switches – Antenna
.
RF Switches are utilized in the RF section of mobile devices to route RF signals between the antenna and the handset core, through one or more signal paths. As the design of the mobile device becomes more complex, more signal paths are required. Our portfolio of RF switches includes products that vary in complexity and performance depending on the design of the application. For mobile handsets, our existing switch products offer up to 16 RF signal paths with integrated digital bus support and onboard voltage regulation.
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•
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RF Switches
–
Broadband and General Purpose
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Our broadband and general purpose RF switches deliver an industry leading combination of broadband linearity, settling time, and isolation while routing RF signals to their respective transmit or receive paths. We believe these attributes are being used by the OEMs of LED and plasma digital televisions, or DTVs, set top box, cable infrastructure, test and measurement devices, and high performance wireless applications to replace legacy mechanical relays and GaAs-based designs.
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Digital Attenuators.
We provide digital step attenuators that are used to control the amplitude of an RF or analog signal. These products include digital control circuitry integrated with an RF attenuator core and are used in 3G and 4G cellular base stations, repeaters, and point-to-point nodes. Our highly linear and configurable digital attenuators reduce design complexity by maintaining excellent performance in both intermediate frequency, or IF, and RF applications and over a range of supply voltages.
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•
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Phase-locked loop (PLL)
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Our frequency PLLs provide an electronic system for generating any of a range of frequencies from a single fixed timebase or oscillator. Our PLLs provide low-power, ultra-low phase noise, programmable frequency PLLs for defense, broadband, industrial, and wireless infrastructure markets.
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•
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Mixers / Upconverters
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Our mixers / upconverters are used to translate encoded voice/data signals from one frequency to another to enable radio transmission. Our mixers / upconverters are incorporated into leading mixer modules and provide industry leading linearity, which is a key metric to maximizing wireless data transmission rates. These attributes are critical in 3G and 4G cellular base station designs.
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•
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Prescalers.
Our prescalers operate in the C, X, and Ku bands to divide the frequency of a wireless signal in order to extend the operating range of a PLL beyond its base capability. Our prescalers complement our frequency PLL line, providing our customers with a comprehensive design solution while significantly lowering power consumption.
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•
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Digitally Tunable Capacitors
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Our DTCs are designed to enable RF circuits to perform optimally at many different frequencies. Our products support a wide range of applications in a variety of end markets, including antenna and filter tuning, and impedance matching between circuits. We believe our DTC products are designed to offer an industry leading combination of power handling, performance, manufacturability, and small form factor.
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•
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DC-DC Converters.
Our frequency-configurable DC-DC converters efficiently perform voltage conversion using a high frequency switching technique that minimizes system noise. Our DC-DC converters are designed to enable a distributed power management architecture designed for satellite applications, replacing inefficient drop out regulators and large central converters. This increases efficiency, reduces weight and form factor, and provides redundant power management.
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•
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Power Amplifiers
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Our PAs amplify RF signals in order to generate the necessary power required to establish a radio link between a base station and a mobile device. These products are designed to be reconfigurable to optimize efficiency under different load conditions and modulations. We believe this attribute is highly valued by 3G and 4G handset OEMs to address battery life under high data usage conditions. With our UltraCMOS technology we have the ability to integrate our PAs on a single chip with other RF, mixed signal, and digital components. We are currently developing PAs.
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•
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extremely low parasitic capacitance, resulting in excellent high-frequency performance, high power handling capability, and low power consumption characteristics;
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•
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extremely high signal isolation, leading to minimal crosstalk between different frequencies and the ability to reduce the physical size of the device;
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•
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excellent broadband linearity, which results in improved network efficiency, subscriber carrying capacity, and enhanced communication data rates;
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•
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ability to integrate multiple analog RF devices and high quality passive devices, such as inductors, along with digital logic, memory, and other mixed-signal functions with a single manufacturing process, which enables monolithically-integrated RFICs with improved performance characteristics and dramatically smaller device size;
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•
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ability to scale to advanced process geometries, per Moore’s Law, resulting in further improvements in performance, cost, and reduced product footprint;
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•
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excellent tolerance to high-voltage ESD effects, thereby reducing the external protective circuitry required and improving manufacturing yields of module manufacturers, OEMs, and contract manufacturers;
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•
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ability to support advanced chip-scale packaging, or CSP, offering dramatically smaller device size and the elimination of undesirable package-related electrical effects; and
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high radiation resistance, making our UltraCMOS technology ideal for products used in satellite communications and certain medical applications subjected to single-event and total dose radiation effects.
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•
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Wafer Procurement.
Silicon wafers are a key raw material used in our manufacturing processes. We use both silicon-on-sapphire (SOS) and silicon-on-insulator (SOI) wafers for our products. Worldwide production and availability of synthetic sapphire has risen dramatically in recent years as a number of new producers have entered the market given the widespread use of sapphire as a substrate for blue and white light-emitting diodes, or LEDs. We currently rely on Kyocera Corporation, Rubicon Technology Inc., and Namiki Precision Jewel Co., Ltd. for the supply of our sapphire substrates and are not dependent on any single source. For our SOI wafers we have established a supply relationship with Soitec. In some circumstances we may be required to qualify new sources of sapphire supplies if we, or our third-party foundries, are unable to obtain adequate supplies from our current suppliers.
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•
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Wafer Preparation
. Our fundamental manufacturing processes for SOS wafers involve the placement of a thin monocrystalline silicon layer onto substrate. The thin silicon layer is either epitaxially grown or bonded onto the substrate. We carefully qualify each of our epitaxial and bonded outside suppliers for wafer preparation. Our principal outside suppliers for epitaxial services are LAPIS Semiconductor Co., Ltd. and Hermes Epitek Corp. Our principal outside supplier for bonded wafers and SOI wafers is Soitec USA, Inc.
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•
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Wafer Fabrication
.
Our RFICs are currently manufactured by third-party CMOS foundries located in Japan, Singapore, South Korea, and Australia. We carefully qualify each of our foundries to ensure their ability to implement our proprietary UltraCMOS technology within their wafer fabrication facilities. Our principal foundries are currently LAPIS Semiconductor, MagnaChip Semiconductor Ltd., and Silanna Semiconductor Pty Ltd for SOS wafers and Global Foundries, Inc. for SOI wafers.
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•
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Test and Packaging
.
Our products are shipped as known-good-die, or KGD, or as packaged products. We test KGD both internally and at third-party subcontractors prior to finishing the product for shipment to customers, while our packaged products are assembled by third-party contractors utilizing industry standard packages prior to testing. We design and control our own test processes, utilizing a combination of both internal and outsourced testing. Our in-house testing provides us with additional insight into the performance of our products and enables faster time-to-market for our new products, while our use of third-party test service providers enables us to balance demand with our internal capacity. We believe our extensive experience in the testing of RFICs, and particularly as required for UltraCMOS technology, is a significant barrier-to-entry.
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Item 1A.
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Risk Factors
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•
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the timing and success of the introduction of new products and technologies by us and our competitors, and the acceptance of our new products by module manufacturers, OEMs, and end users;
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•
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our gain or loss of a key module manufacturer, OEM, distributor, or contract manufacturer customers;
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•
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the rescheduling, increase, reduction, or cancellation of significant orders or forecasted orders from module manufacturers, OEMs, distributors, or contract manufacturers;
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•
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our ability to develop, introduce, and ship in a timely manner new products and product enhancements that meet the requirements of module manufacturers, OEMs, or end users of our products, including performance, functionality, reliability, form factor, and cost requirements;
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•
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the rate at which module manufacturers, OEMs, and end users adopt our technologies in our target end markets;
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•
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the availability, cost, and quality of materials and components that we purchase from third-party foundries and any problems or delays in the fabrication, wafer preparation, assembly, testing, or delivery of our products;
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•
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fluctuations in manufacturing yields associated with new product introductions or changes in process technologies;
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•
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the quality of our products and any remediation costs, including costs associated with the return of previously sold products due to manufacturing defects; and
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•
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general economic conditions in our domestic and foreign markets.
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•
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complete and introduce new product designs;
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•
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achieve design wins with module manufacturers and OEMs, and broad adoption by end users;
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•
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meet the time pressures associated with the demands of the module manufacturers and OEMs to which we sell through our distributors and contract manufacturers;
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•
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accurately understand market requirements;
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•
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attract and retain skilled engineering, operations, and manufacturing personnel;
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•
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obtain adequate supplies of materials and components that meet our quality requirements; and
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•
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achieve adequate manufacturing yields and maintain sufficient supply through our third-party foundry relationships.
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•
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limited control over delivery schedules, quality assurance and control, and production costs;
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•
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discretion of foundries to reduce deliveries to us on short notice, allocate capacity to other customers that may be larger or have long-term customer or preferential arrangements with foundries we use;
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•
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inability of foundries to adequately allocate additional capacity to us based upon an increase in demand for our products;
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•
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unavailability of, or potential delays in accessing, key process technologies;
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•
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damage to equipment and facilities, power outages, equipment, or materials shortages that could limit manufacturing yields and capacity at the foundries;
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•
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potential unauthorized disclosure or misappropriation of IP, including use of our technology by the foundries to make products for our competitors;
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•
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financial difficulties and insolvency of foundries;
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•
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acquisition of foundries by third parties; and
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•
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lack of long-term manufacturing commitments by the foundries.
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•
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market acceptance of their mobile devices that contain our products;
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•
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the impact of slowdowns or declines in sales of mobile devices in general;
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•
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their ability to design products with features that meet the evolving tastes and preferences of consumers;
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•
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fluctuations in foreign currency;
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•
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relationships with wireless carriers in particular markets;
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•
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the implementation of, or changes to, mobile device certification standards and programs;
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•
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technological advancements in the functionality and capabilities of mobile devices;
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•
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the imposition of restrictions, tariffs, duties, or regulations by foreign governments on mobile device manufacturers;
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•
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failure to comply with governmental restrictions or regulations;
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•
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cost and availability of components for their products; and
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•
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inventory levels in the sales channels into which mobile device manufacturers sell their products.
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•
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difficulties and costs of staffing and managing international operations across different geographic areas and cultures;
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•
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compliance with a wide variety of domestic and foreign laws and regulations, including anti-bribery laws and laws relating to the import or export of semiconductor products;
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•
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legal uncertainties regarding taxes, tariffs, quotas, export controls, export licenses, and other trade barriers;
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•
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seasonal reductions in business activities;
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•
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our ability to receive timely payment and collect our accounts receivable;
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•
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political, legal, and economic instability, foreign conflicts, and the impact of regional and global infectious illnesses in the countries in which we and the module manufacturers, OEMs, distributors, contract manufacturers, suppliers, manufacturers, and subcontractors with whom we do business are located;
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•
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legal uncertainties regarding protection for contractual and intellectual property rights in some countries, which increase the risk of unauthorized and uncompensated use of our products or technologies;
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•
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fluctuations in foreign currency exchange rates and interest rates, including risks related to any interest rate swap or other hedging activities we undertake; and
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•
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fluctuations in freight rates and transportation disruptions.
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•
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cease the manufacture, use, or sale of the infringing products, processes, or technology;
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pay substantial damages for infringement;
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expend significant resources to develop non-infringing products, processes, or technology;
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license technology from the third-party claiming infringement, which license may not be available on commercially reasonable terms, or at all;
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•
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cross-license our technology to a competitor to resolve an infringement claim, which could weaken our ability to compete with that competitor; or
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pay substantial damages to module manufacturers, OEMs, distributors, contract manufacturers, or end users to discontinue their use of or to replace infringing technology sold to them with non-infringing technology.
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•
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general market conditions;
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•
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domestic and international economic factors unrelated to our performance;
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•
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actual or anticipated fluctuations in our quarterly operating results;
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•
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changes in or failure to meet publicly disclosed expectations as to our future financial performance;
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•
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changes in securities analysts’ estimates of our financial performance or lack of research and reports by industry analysts;
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•
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changes in market valuations or earnings of similar companies;
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•
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announcements by us or our competitors of significant products, contracts, acquisitions, or strategic partnerships;
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•
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developments or disputes concerning patents or proprietary rights, including increases or decreases in litigation expenses associated with intellectual property lawsuits we may initiate, or in which we may be named as defendants;
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•
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failure to complete significant sales;
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any future sales of our common stock or other securities; and
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•
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additions or departures of key personnel.
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authorize the issuance of “blank check” preferred stock that could be issued by our board of directors to thwart a takeover attempt;
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establish a classified board of directors, as a result of which the successors to the directors whose terms have expired will be elected to serve from the time of election and qualification until the third annual meeting following their election;
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require that directors only be removed from office for cause;
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provide that vacancies on the board of directors, including newly-created directorships, may be filled only by a majority vote of directors then in office;
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limit who may call special meetings of stockholders;
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prohibit stockholder action by written consent, thereby requiring all actions to be taken at a meeting of the stockholders; and
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require supermajority stockholder voting to effect certain amendments to our amended and restated certificate of incorporation and amended and restated bylaws.
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Item 1B.
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Unresolved Staff Comments
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Item 2.
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Properties
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Item 3.
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Legal Proceedings
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Item 4.
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Mine Safety Disclosures
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Item 5.
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Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchase of Equity Securities
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High
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Low
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||||
Fiscal Year Ended December 29, 2012:
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||||
Third Quarter (from August 8, 2012)
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$
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19.47
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$
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13.99
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Fourth Quarter
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$
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18.96
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$
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13.85
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Fiscal Year Ended December 28, 2013:
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||||
First Quarter
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$
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15.97
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$
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8.50
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Second Quarter
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$
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11.37
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$
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9.12
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Third Quarter
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$
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12.02
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$
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8.98
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Fourth Quarter
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$
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9.23
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$
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7.41
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Period Ending
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||||||||||
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8/8/2012
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9/28/2012
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12/28/2012
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3/28/2013
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6/28/2013
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9/27/2013
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|
12/27/2013
|
Peregrine Semiconductor Corporation
|
100
|
|
121
|
|
104
|
|
70
|
|
78
|
|
64
|
|
53
|
Nasdaq Composite Index
|
100
|
|
103
|
|
98
|
|
109
|
|
113
|
|
126
|
|
138
|
Philadelphia Semiconductor Index
|
100
|
|
95
|
|
94
|
|
109
|
|
117
|
|
122
|
|
132
|
Item 6.
|
Selected Financial Data
|
|
Fiscal Years Ended
|
||||||||||
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December 28, 2013
|
|
December 29, 2012
|
|
December 31, 2011
|
||||||
|
(in thousands, except per share amounts)
|
||||||||||
Consolidated Statement of Operations Data:
|
|
|
|
|
|
||||||
Net revenue
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$
|
202,316
|
|
|
$
|
203,908
|
|
|
$
|
107,771
|
|
Cost of net revenue (1)
|
120,920
|
|
|
124,135
|
|
|
70,955
|
|
|||
Gross profit
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81,396
|
|
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79,773
|
|
|
36,816
|
|
|||
Operating expense:
|
|
|
|
|
|
||||||
Research and development (1)
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42,192
|
|
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34,134
|
|
|
22,730
|
|
|||
Selling, general and administrative (1)
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43,142
|
|
|
36,971
|
|
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23,252
|
|
|||
Total operating expense
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85,334
|
|
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71,105
|
|
|
45,982
|
|
|||
Income (loss) from operations
|
(3,938
|
)
|
|
8,668
|
|
|
(9,166
|
)
|
|||
Interest expense, net
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(130
|
)
|
|
(1,354
|
)
|
|
(311
|
)
|
|||
Other income (expense), net
|
84
|
|
|
(130
|
)
|
|
(9
|
)
|
|||
Income (loss) before income taxes
|
(3,984
|
)
|
|
7,184
|
|
|
(9,486
|
)
|
|||
Provision (benefit) for income taxes
|
67
|
|
|
(88
|
)
|
|
196
|
|
|||
Net income (loss)
|
(4,051
|
)
|
|
7,272
|
|
|
(9,682
|
)
|
|||
Net income allocable to preferred stockholders
|
—
|
|
|
(4,515
|
)
|
|
—
|
|
|||
Net income (loss) attributable to common stockholders
|
$
|
(4,051
|
)
|
|
$
|
2,757
|
|
|
$
|
(9,682
|
)
|
Net income (loss) per share attributable to common stockholders:
|
|
|
|
|
|
||||||
Basic
|
$
|
(0.13
|
)
|
|
$
|
0.19
|
|
|
$
|
(3.57
|
)
|
Diluted
|
$
|
(0.13
|
)
|
|
$
|
0.15
|
|
|
$
|
(3.57
|
)
|
Shares used in computing net income (loss) per share:
|
|
|
|
|
|
||||||
Basic
|
32,294
|
|
|
14,291
|
|
|
2,715
|
|
|||
Diluted
|
32,294
|
|
|
18,651
|
|
|
2,715
|
|
|
As of
|
||||||
|
December 28,
2013
|
|
December 29, 2012
|
||||
|
(in thousands)
|
||||||
Consolidated Balance Sheet Data:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
16,249
|
|
|
$
|
44,106
|
|
Marketable securities
|
46,923
|
|
|
49,253
|
|
||
Working capital
|
82,362
|
|
|
78,050
|
|
||
Total assets
|
160,875
|
|
|
197,918
|
|
||
Obligations under capital leases, less current portion
|
—
|
|
|
18
|
|
||
Stockholders’ equity
|
123,531
|
|
|
119,119
|
|
(1)
|
Includes stock-based compensation expense related to options granted to employees and others as follows:
|
|
Fiscal Years Ended
|
||||||||||
|
December 28, 2013
|
|
December 29, 2012
|
|
December 31,
2011 |
||||||
|
(in thousands)
|
||||||||||
Cost of net revenue
|
$
|
883
|
|
|
$
|
588
|
|
|
$
|
431
|
|
Research and development
|
2,097
|
|
|
1,419
|
|
|
762
|
|
|||
Selling, general and administrative
|
3,635
|
|
|
2,430
|
|
|
1,891
|
|
|||
Total
|
$
|
6,615
|
|
|
$
|
4,437
|
|
|
$
|
3,084
|
|
Item 7.
|
Management’s Discussion and Analysis of Financial Condition and Results of Operations
|
•
|
the pricing that the features and performance of our products can command;
|
•
|
the volume of products produced absorbing manufacturing overhead structure for procurement, test, and quality support, and their related costs;
|
•
|
write-downs of inventory;
|
•
|
the competitive pressures on the pricing of our products from similar product offerings from other semiconductor manufacturers; and
|
•
|
the costs and yields of wafers, packages, and other materials used in manufacturing our products; fabrication costs; assembly and test costs; factory equipment utilization; and operating efficiencies.
|
|
Fiscal Years Ended
|
|||||||
|
December 28, 2013
|
|
December 29, 2012
|
|
December 31, 2011
|
|||
Risk-free interest rate
|
0.80
|
%
|
|
0.72
|
%
|
|
1.26
|
%
|
Dividend yield
|
—
|
|
|
—
|
|
|
—
|
|
Expected term (years)
|
5.00
|
|
|
5.00
|
|
|
5.24
|
|
Volatility
|
61
|
%
|
|
62
|
%
|
|
61
|
%
|
|
Fiscal Years Ended
|
||||||||||
|
December 28, 2013
|
|
December 29, 2012
|
|
December 31, 2011
|
||||||
|
(in thousands)
|
||||||||||
Cost of net revenue
|
$
|
883
|
|
|
$
|
588
|
|
|
$
|
431
|
|
Research and development
|
2,097
|
|
|
1,419
|
|
|
762
|
|
|||
Selling, general and administrative
|
3,635
|
|
|
2,430
|
|
|
1,891
|
|
|||
Total
|
$
|
6,615
|
|
|
$
|
4,437
|
|
|
$
|
3,084
|
|
|
Fiscal Years Ended
|
|||||||
|
December 28, 2013
|
|
December 29, 2012
|
|
December 31, 2011
|
|||
Net revenue
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
Cost of net revenue
|
60
|
|
|
61
|
|
|
66
|
|
Gross profit
|
40
|
|
|
39
|
|
|
34
|
|
Operating expense
|
|
|
|
|
|
|||
Research and development
|
21
|
|
|
17
|
|
|
21
|
|
Selling, general and administrative
|
21
|
|
|
18
|
|
|
22
|
|
Total operating expense
|
42
|
|
|
35
|
|
|
43
|
|
Income (loss) from operations
|
(2
|
)
|
|
4
|
|
|
(9
|
)
|
Other income (expense), net
|
—
|
|
|
—
|
|
|
—
|
|
Income (loss) before income taxes
|
(2
|
)
|
|
4
|
|
|
(9
|
)
|
Provision (benefit) for income taxes
|
—
|
|
|
—
|
|
|
—
|
|
Net income (loss)
|
(2
|
)%
|
|
4
|
%
|
|
(9
|
)%
|
|
Fiscal Years Ended
|
||||||||||
|
December 28, 2013
|
|
December 29, 2012
|
|
December 31, 2011
|
||||||
|
(in thousands)
|
||||||||||
Product net revenue
|
$
|
201,873
|
|
|
$
|
203,680
|
|
|
$
|
104,889
|
|
Other net revenue
|
443
|
|
|
228
|
|
|
2,882
|
|
|||
Total net revenue
|
$
|
202,316
|
|
|
$
|
203,908
|
|
|
$
|
107,771
|
|
|
Fiscal Years Ended
|
|||||||||||||||||||
|
December 28, 2013
|
|
December 29,
2012
|
|
December 31,
2011
|
|||||||||||||||
|
(in thousands)
|
|||||||||||||||||||
United States
|
$
|
35,089
|
|
|
17
|
%
|
|
$
|
34,489
|
|
|
17
|
%
|
|
$
|
31,921
|
|
|
30
|
%
|
Japan
|
142,389
|
|
|
71
|
|
|
147,458
|
|
|
72
|
|
|
52,062
|
|
|
48
|
|
|||
All others
|
24,838
|
|
|
12
|
|
|
21,961
|
|
|
11
|
|
|
23,788
|
|
|
22
|
|
|||
|
$
|
202,316
|
|
|
100
|
%
|
|
$
|
203,908
|
|
|
100
|
%
|
|
$
|
107,771
|
|
|
100
|
%
|
|
Fiscal Years Ended
|
||||||||||
|
December 28, 2013
|
|
December 29, 2012
|
|
December 31, 2011
|
||||||
|
(in thousands)
|
||||||||||
Cost of net revenue
|
$
|
120,920
|
|
|
$
|
124,135
|
|
|
$
|
70,955
|
|
% of net revenue
|
60
|
%
|
|
61
|
%
|
|
66
|
%
|
|||
Gross profit
|
$
|
81,396
|
|
|
$
|
79,773
|
|
|
$
|
36,816
|
|
% of net revenue
|
40
|
%
|
|
39
|
%
|
|
34
|
%
|
|
Fiscal Years Ended
|
||||||||||
|
December 28, 2013
|
|
December 29, 2012
|
|
December 31, 2011
|
||||||
|
(in thousands)
|
||||||||||
Research and development
|
$
|
42,192
|
|
|
$
|
34,134
|
|
|
$
|
22,730
|
|
% of net revenue
|
21
|
%
|
|
17
|
%
|
|
21
|
%
|
|
Fiscal Years Ended
|
||||||||||
|
December 28, 2013
|
|
December 29, 2012
|
|
December 31, 2011
|
||||||
|
(in thousands)
|
||||||||||
Selling, general and administrative
|
$
|
43,142
|
|
|
$
|
36,971
|
|
|
$
|
23,252
|
|
% of net revenue
|
21
|
%
|
|
18
|
%
|
|
22
|
%
|
|
Fiscal Years Ended
|
||||||||||
|
December 28, 2013
|
|
December 29, 2012
|
|
December 31, 2011
|
||||||
|
(in thousands)
|
||||||||||
Interest expense, net
|
$
|
(130
|
)
|
|
$
|
(1,354
|
)
|
|
$
|
(311
|
)
|
Other income (expense), net
|
$
|
84
|
|
|
$
|
(130
|
)
|
|
$
|
(9
|
)
|
•
|
In March 2012, we entered into a supply and prepayment agreement with Murata for an initial term of 18 months. Under the terms of the agreement, Murata agreed to prepay on certain purchase orders placed through a third party distributor (Macnica) and to pay us a total deposit of $13.0 million, which were included in customer deposits as of December 29, 2012. During the year ended December 28, 2013, we have repaid $12.1 million under the supply and prepayment agreement with Murata resulting in a remaining customer deposit of $0.9 million.
|
•
|
As of December 29, 2012, we had received prepayments on purchase orders from Macnica of $11.4 million, which were included in customer deposits. During the year ended December 28, 2013, our customer deposits decreased as we received the remaining prepayments on purchases from Macnica during the first half of fiscal 2013. As of December 28, 2013, we had no prepayments as the agreement concluded on March 31, 2013 and the deposit was fully utilized in April of 2013.
|
|
Fiscal Years Ended
|
||||||||||
|
December 28, 2013
|
|
December 29, 2012
|
|
December 31, 2011
|
||||||
|
(in thousands)
|
||||||||||
Net cash provided by (used in) operating activities
|
$
|
(13,597
|
)
|
|
$
|
16,850
|
|
|
$
|
(97
|
)
|
Net cash used in investing activities
|
(3,948
|
)
|
|
(66,769
|
)
|
|
(4,330
|
)
|
|||
Net cash provided by (used in) financing activities
|
(10,276
|
)
|
|
81,915
|
|
|
1,302
|
|
|||
Effect of exchange rates on cash and cash equivalents
|
(36
|
)
|
|
(9
|
)
|
|
18
|
|
|||
Net increase (decrease) in cash and cash equivalents
|
$
|
(27,857
|
)
|
|
$
|
31,987
|
|
|
$
|
(3,107
|
)
|
|
Payments Due by Period
|
||||||||||||||||||
Contractual Obligations
|
Total
|
|
Less Than
1 Year
|
|
1-3
Years
|
|
3-5
Years
|
|
More Than
5 Years
|
||||||||||
|
(in thousands)
|
||||||||||||||||||
Operating lease obligations
|
$
|
3,845
|
|
|
$
|
2,428
|
|
|
$
|
1,417
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Inventory purchase obligations
|
12,345
|
|
|
12,345
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Total
|
$
|
16,190
|
|
|
$
|
14,773
|
|
|
$
|
1,417
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Item 7A.
|
Quantitative and Qualitative Disclosures About Market Risk
|
Item 8.
|
Financial Statement and Supplementary Data
|
Item 9.
|
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
|
Item 9A.
|
Controls and Procedures
|
Item 9B.
|
Other Information
|
Item 10.
|
Directors, Executive Officers and Corporate Governance
|
Item 11.
|
Executive Compensation
|
Item 12.
|
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
|
Item 13.
|
Certain Relationships and Related Transactions, and Director Independence
|
Item 14.
|
Principal Accounting Fees and Services
|
Item 15.
|
Exhibits, Financial Statement Schedules
|
|
Page
|
|
December 28,
2013 |
|
December 29,
2012 |
||||
Assets
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
16,249
|
|
|
$
|
44,106
|
|
Short-term marketable securities
|
28,035
|
|
|
30,361
|
|
||
Accounts receivable, net
|
16,905
|
|
|
13,353
|
|
||
Inventories
|
53,489
|
|
|
57,017
|
|
||
Prepaids and other current assets
|
4,085
|
|
|
11,108
|
|
||
Total current assets
|
118,763
|
|
|
155,945
|
|
||
Property and equipment, net
|
23,122
|
|
|
22,871
|
|
||
Long-term marketable securities
|
18,888
|
|
|
18,892
|
|
||
Other assets
|
102
|
|
|
210
|
|
||
Total assets
|
$
|
160,875
|
|
|
$
|
197,918
|
|
Liabilities and stockholders’ equity
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Accounts payable
|
$
|
12,983
|
|
|
$
|
22,306
|
|
Accrued liabilities
|
11,829
|
|
|
12,672
|
|
||
Accrued compensation
|
4,542
|
|
|
5,726
|
|
||
Customer deposits
|
916
|
|
|
24,425
|
|
||
Deferred revenue
|
6,131
|
|
|
12,755
|
|
||
Current portion of obligations under capital leases
|
—
|
|
|
11
|
|
||
Total current liabilities
|
36,401
|
|
|
77,895
|
|
||
Obligations under capital leases, less current portion
|
—
|
|
|
18
|
|
||
Other long-term liabilities
|
943
|
|
|
886
|
|
||
Commitments and contingencies
|
|
|
|
||||
Stockholders’ equity:
|
|
|
|
||||
Preferred stock, $.001 par value, 5,000 shares authorized at December 28, 2013 and December 29, 2012; no shares issued and outstanding at December 28, 2013 and December 29, 2012
|
—
|
|
|
—
|
|
||
Common stock, $.001 par value, 100,000 shares authorized at December 28, 2013 and December 29, 2012; 32,712 and 31,855 shares issued and outstanding at December 28, 2013 and December 29, 2012, respectively
|
33
|
|
|
32
|
|
||
Additional paid-in capital
|
348,684
|
|
|
340,221
|
|
||
Accumulated deficit
|
(224,986
|
)
|
|
(220,935
|
)
|
||
Accumulated other comprehensive loss
|
(200
|
)
|
|
(199
|
)
|
||
Total stockholders’ equity
|
123,531
|
|
|
119,119
|
|
||
Total liabilities and stockholders’ equity
|
$
|
160,875
|
|
|
$
|
197,918
|
|
|
Years Ended
|
||||||||||
|
December 28, 2013
|
|
December 29, 2012
|
|
December 31, 2011
|
||||||
Net revenue
|
$
|
202,316
|
|
|
$
|
203,908
|
|
|
$
|
107,771
|
|
Cost of net revenue
|
120,920
|
|
|
124,135
|
|
|
70,955
|
|
|||
Gross profit
|
81,396
|
|
|
79,773
|
|
|
36,816
|
|
|||
Operating expense:
|
|
|
|
|
|
||||||
Research and development
|
42,192
|
|
|
34,134
|
|
|
22,730
|
|
|||
Selling, general and administrative
|
43,142
|
|
|
36,971
|
|
|
23,252
|
|
|||
Total operating expense
|
85,334
|
|
|
71,105
|
|
|
45,982
|
|
|||
Income (loss) from operations
|
(3,938
|
)
|
|
8,668
|
|
|
(9,166
|
)
|
|||
Interest expense, net
|
(130
|
)
|
|
(1,354
|
)
|
|
(311
|
)
|
|||
Other income (expense), net
|
84
|
|
|
(130
|
)
|
|
(9
|
)
|
|||
Income (loss) before income taxes
|
(3,984
|
)
|
|
7,184
|
|
|
(9,486
|
)
|
|||
Provision (benefit) for income taxes
|
67
|
|
|
(88
|
)
|
|
196
|
|
|||
Net income (loss)
|
(4,051
|
)
|
|
7,272
|
|
|
(9,682
|
)
|
|||
Net income allocable to preferred stockholders
|
—
|
|
|
(4,515
|
)
|
|
—
|
|
|||
Net income (loss) attributable to common stockholders
|
$
|
(4,051
|
)
|
|
$
|
2,757
|
|
|
$
|
(9,682
|
)
|
Net income (loss) per share attributable to common stockholders:
|
|
|
|
|
|
||||||
Basic
|
$
|
(0.13
|
)
|
|
$
|
0.19
|
|
|
$
|
(3.57
|
)
|
Diluted
|
$
|
(0.13
|
)
|
|
$
|
0.15
|
|
|
$
|
(3.57
|
)
|
Shares used to compute net income (loss) per share attributable to common stockholders:
|
|
|
|
|
|
||||||
Basic
|
32,294
|
|
|
14,291
|
|
|
2,715
|
|
|||
Diluted
|
32,294
|
|
|
18,651
|
|
|
2,715
|
|
|
Years Ended
|
||||||||||
|
December 28, 2013
|
|
December 29, 2012
|
|
December 31, 2011
|
||||||
Net income (loss)
|
$
|
(4,051
|
)
|
|
$
|
7,272
|
|
|
$
|
(9,682
|
)
|
Foreign currency translation adjustments
|
(1
|
)
|
|
20
|
|
|
(20
|
)
|
|||
Unrealized gain on marketable securities
|
—
|
|
|
5
|
|
|
—
|
|
|||
Comprehensive income (loss)
|
$
|
(4,052
|
)
|
|
$
|
7,297
|
|
|
$
|
(9,702
|
)
|
|
Convertible Preferred Stock
|
|
|
Common Stock
|
|
Additional
Paid-in Capital |
|
Accumulated
Deficit |
|
Accumulated
Other Comprehensive Loss |
|
Total
Stockholders’ Equity (Deficit) |
|||||||||||||||||||||||||||||||||||||||
|
Series A1
|
|
Series B1
|
|
Series C1
|
|
Series D1
|
|
|
||||||||||||||||||||||||||||||||||||||||||
|
Shares
|
|
Amount
|
|
Shares
|
|
Amount
|
|
Shares
|
|
Amount
|
|
Shares
|
|
Amount
|
|
|
Shares
|
|
Amount
|
|
||||||||||||||||||||||||||||||
Balance at December 25, 2010
|
5,763
|
|
|
$
|
31,837
|
|
|
1,629
|
|
|
$
|
11,298
|
|
|
6,108
|
|
|
$
|
35,469
|
|
|
8,865
|
|
|
$
|
93,826
|
|
|
|
2,674
|
|
|
$
|
3
|
|
|
$
|
82,554
|
|
|
$
|
(218,525
|
)
|
|
$
|
(204
|
)
|
|
$
|
(136,172
|
)
|
Exercise of stock options, net of repurchase liability and including vesting of early exercises
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
102
|
|
|
—
|
|
|
190
|
|
|
—
|
|
|
—
|
|
|
190
|
|
|||||||||
Stock-based compensation expense
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
3,084
|
|
|
—
|
|
|
—
|
|
|
3,084
|
|
|||||||||
Net loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(9,682
|
)
|
|
—
|
|
|
(9,682
|
)
|
|||||||||
Other comprehensive loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(20
|
)
|
|
(20
|
)
|
|||||||||
Balance at December 31, 2011
|
5,763
|
|
|
31,837
|
|
|
1,629
|
|
|
11,298
|
|
|
6,108
|
|
|
35,469
|
|
|
8,865
|
|
|
93,826
|
|
|
|
2,776
|
|
|
3
|
|
|
85,828
|
|
|
(228,207
|
)
|
|
(224
|
)
|
|
(142,600
|
)
|
|||||||||
Net settlement of Series D1 preferred stock warrants
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
47
|
|
|
1,285
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||||
Conversion of preferred stock upon initial public offering
|
(5,763
|
)
|
|
(31,837
|
)
|
|
(1,629
|
)
|
|
(11,298
|
)
|
|
(6,108
|
)
|
|
(35,469
|
)
|
|
(8,912
|
)
|
|
(95,111
|
)
|
|
|
22,412
|
|
|
22
|
|
|
173,715
|
|
|
—
|
|
|
—
|
|
|
173,737
|
|
|||||||||
Issuance of common stock upon initial public offering, net of offering costs and underwriter commission
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
6,166
|
|
|
6
|
|
|
75,784
|
|
|
—
|
|
|
—
|
|
|
75,790
|
|
|||||||||
Exercise of stock options, net of repurchase liability and including vesting of early exercise
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
430
|
|
|
1
|
|
|
457
|
|
|
—
|
|
|
—
|
|
|
458
|
|
|||||||||
Net settlement of common stock warrants
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
71
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||||
Stock-based compensation expense
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
4,437
|
|
|
—
|
|
|
—
|
|
|
4,437
|
|
|||||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7,272
|
|
|
—
|
|
|
7,272
|
|
|||||||||
Other comprehensive income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
25
|
|
|
25
|
|
|||||||||
Balance at December 29, 2012
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
31,855
|
|
|
32
|
|
|
340,221
|
|
|
(220,935
|
)
|
|
(199
|
)
|
|
119,119
|
|
|||||||||
Exercise of stock options
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
857
|
|
|
1
|
|
|
1,848
|
|
|
—
|
|
|
—
|
|
|
1,849
|
|
|||||||||
Stock-based compensation expense
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
6,615
|
|
|
—
|
|
|
—
|
|
|
6,615
|
|
|||||||||
Net loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(4,051
|
)
|
|
—
|
|
|
(4,051
|
)
|
|||||||||
Other comprehensive loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
(1
|
)
|
|||||||||
Balance at December 28, 2013
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
—
|
|
|
|
32,712
|
|
$
|
33
|
|
|
$
|
348,684
|
|
|
$
|
(224,986
|
)
|
|
$
|
(200
|
)
|
|
$
|
123,531
|
|
|
Years Ended
|
||||||||||
|
December 28, 2013
|
|
December 29, 2012
|
|
December 31, 2011
|
||||||
Operating activities
|
|
|
|
|
|
||||||
Net income (loss)
|
$
|
(4,051
|
)
|
|
$
|
7,272
|
|
|
$
|
(9,682
|
)
|
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
|
|
|
|
|
|
||||||
Depreciation and amortization
|
6,589
|
|
|
4,579
|
|
|
3,980
|
|
|||
Loss on disposal of property and equipment
|
46
|
|
|
31
|
|
|
8
|
|
|||
Stock-based compensation
|
6,615
|
|
|
4,437
|
|
|
3,084
|
|
|||
Revaluation of warrants to fair value
|
—
|
|
|
633
|
|
|
(36
|
)
|
|||
Imputed interest related to deposit arrangements, net
|
(313
|
)
|
|
420
|
|
|
—
|
|
|||
Amortization of premium and discount on investments, net
|
368
|
|
|
169
|
|
|
—
|
|
|||
Cash received for lease incentive
|
135
|
|
|
115
|
|
|
348
|
|
|||
Changes in operating assets and liabilities:
|
|
|
|
|
|
||||||
Accounts receivable
|
(3,634
|
)
|
|
(255
|
)
|
|
(1,303
|
)
|
|||
Inventories
|
3,545
|
|
|
(27,188
|
)
|
|
(7,522
|
)
|
|||
Prepaids and other current and noncurrent assets
|
7,330
|
|
|
(7,751
|
)
|
|
(2,271
|
)
|
|||
Accounts payable and accrued liabilities
|
(12,585
|
)
|
|
16,098
|
|
|
13,032
|
|
|||
Customer deposits
|
(11,425
|
)
|
|
11,425
|
|
|
—
|
|
|||
Deferred revenue
|
(6,217
|
)
|
|
6,865
|
|
|
265
|
|
|||
Net cash provided by (used in) operating activities
|
(13,597
|
)
|
|
16,850
|
|
|
(97
|
)
|
|||
Investing activities
|
|
|
|
|
|
||||||
Purchases of property and equipment
|
(5,884
|
)
|
|
(17,212
|
)
|
|
(4,354
|
)
|
|||
Proceeds from sale of equipment
|
6
|
|
|
6
|
|
|
24
|
|
|||
Purchases of marketable securities
|
(39,097
|
)
|
|
(54,663
|
)
|
|
—
|
|
|||
Sale and maturity of marketable securities
|
41,027
|
|
|
5,100
|
|
|
—
|
|
|||
Net cash used in investing activities
|
(3,948
|
)
|
|
(66,769
|
)
|
|
(4,330
|
)
|
|||
Financing activities
|
|
|
|
|
|
||||||
Payments on obligations under capital leases
|
(37
|
)
|
|
(661
|
)
|
|
(681
|
)
|
|||
Payments on notes payable
|
—
|
|
|
(1,618
|
)
|
|
(820
|
)
|
|||
Proceeds from line of credit
|
—
|
|
|
3,000
|
|
|
4,500
|
|
|||
Payments on line of credit
|
—
|
|
|
(10,749
|
)
|
|
—
|
|
|||
Proceeds from exercise of stock options
|
1,845
|
|
|
445
|
|
|
148
|
|
|||
Proceeds from exercise of warrants
|
—
|
|
|
31
|
|
|
—
|
|
|||
Payments on customer deposit financing arrangement
|
(12,084
|
)
|
|
—
|
|
|
—
|
|
|||
Proceeds from customer deposit financing arrangement
|
—
|
|
|
13,000
|
|
|
—
|
|
|||
Proceeds from initial public offering, net of underwriter commissions
|
—
|
|
|
80,278
|
|
|
—
|
|
|||
Costs paid in connection with initial public offering
|
—
|
|
|
(1,811
|
)
|
|
(1,845
|
)
|
|||
Net cash provided by (used in) financing activities
|
(10,276
|
)
|
|
81,915
|
|
|
1,302
|
|
|||
Effect of exchange rate changes on cash and cash equivalents
|
(36
|
)
|
|
(9
|
)
|
|
18
|
|
|||
Net change in cash and cash equivalents
|
(27,857
|
)
|
|
31,987
|
|
|
(3,107
|
)
|
|||
Cash and cash equivalents at beginning of year
|
44,106
|
|
|
12,119
|
|
|
15,226
|
|
|||
Cash and cash equivalents at end of year
|
$
|
16,249
|
|
|
$
|
44,106
|
|
|
$
|
12,119
|
|
Supplemental disclosure of cash flow information
|
|
|
|
|
|
||||||
Interest paid
|
$
|
3
|
|
|
$
|
388
|
|
|
$
|
345
|
|
Income taxes paid
|
$
|
149
|
|
|
$
|
119
|
|
|
$
|
82
|
|
Supplemental disclosure of non cash financing activities
|
|
|
|
|
|
||||||
Reclassification of restricted stock to equity upon vesting of early exercised options
|
$
|
4
|
|
|
$
|
13
|
|
|
$
|
42
|
|
Loan and capital lease obligation for capital equipment and software
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
207
|
|
Conversion of convertible preferred stock to common stock
|
$
|
—
|
|
|
$
|
173,715
|
|
|
$
|
—
|
|
|
Years Ended
|
||||||||||
|
December 28,
2013 |
|
December 29,
2012 |
|
December 31,
2011 |
||||||
Numerator:
|
|
|
|
|
|
||||||
Net income (loss)
|
$
|
(4,051
|
)
|
|
$
|
7,272
|
|
|
$
|
(9,682
|
)
|
Net income allocable to preferred stockholders
|
—
|
|
|
(4,515
|
)
|
|
—
|
|
|||
Net income (loss) attributable to common stockholders
|
$
|
(4,051
|
)
|
|
$
|
2,757
|
|
|
$
|
(9,682
|
)
|
Denominator:
|
|
|
|
|
|
||||||
Weighted average common shares outstanding
|
32,296
|
|
|
14,303
|
|
|
2,737
|
|
|||
Less: weighted average unvested shares of common stock subject to repurchase
|
(2
|
)
|
|
(12
|
)
|
|
(22
|
)
|
|||
Weighted average common shares used in computing basic net income (loss) per share
|
32,294
|
|
|
14,291
|
|
|
2,715
|
|
|||
Weighted average effect of potentially dilutive securities:
|
|
|
|
|
|
||||||
Stock options
|
—
|
|
|
4,359
|
|
|
—
|
|
|||
Common stock warrants
|
—
|
|
|
1
|
|
|
—
|
|
|||
Weighted average common shares used in computing diluted net income (loss) per share
|
32,294
|
|
|
18,651
|
|
|
2,715
|
|
|||
Net income (loss) per share attributable to common stockholders:
|
|
|
|
|
|
||||||
Basic
|
$
|
(0.13
|
)
|
|
$
|
0.19
|
|
|
$
|
(3.57
|
)
|
Diluted
|
$
|
(0.13
|
)
|
|
$
|
0.15
|
|
|
$
|
(3.57
|
)
|
Historical outstanding anti-dilutive securities not included in diluted net income (loss) per share calculation:
|
|
|
|
|
|
||||||
Common stock options
|
8,227
|
|
|
1,030
|
|
|
7,240
|
|
|||
Common stock warrants
|
1
|
|
|
—
|
|
|
72
|
|
|||
Preferred stock (as converted)
|
—
|
|
|
—
|
|
|
22,365
|
|
|||
Preferred stock warrants
|
—
|
|
|
—
|
|
|
205
|
|
|||
|
8,228
|
|
|
1,030
|
|
|
29,882
|
|
|
December 28,
2013 |
|
December 29,
2012 |
||||
Raw materials
|
$
|
22,265
|
|
|
$
|
20,986
|
|
Work in progress
|
22,100
|
|
|
15,494
|
|
||
Finished goods
|
9,124
|
|
|
20,537
|
|
||
|
$
|
53,489
|
|
|
$
|
57,017
|
|
|
Useful Life
(Years)
|
|
December 28,
2013 |
|
December 29,
2012 |
||||
Computer equipment and software
|
3 – 5
|
|
$
|
6,390
|
|
|
$
|
5,171
|
|
Machinery and equipment
|
5
|
|
40,427
|
|
|
33,753
|
|
||
Office furniture and equipment
|
7
|
|
1,081
|
|
|
775
|
|
||
Leasehold improvements
|
*
|
|
5,180
|
|
|
4,477
|
|
||
Construction in progress
|
|
|
1,544
|
|
|
3,831
|
|
||
|
|
|
54,622
|
|
|
48,007
|
|
||
Less accumulated depreciation and amortization
|
|
|
(31,500
|
)
|
|
(25,136
|
)
|
||
|
|
|
$
|
23,122
|
|
|
$
|
22,871
|
|
|
December 28, 2013
|
|
December 29, 2012
|
||||
Accrued inventory purchases
|
$
|
1,717
|
|
|
$
|
1,125
|
|
Accrued inventory repurchase obligation
|
6,510
|
|
|
6,900
|
|
||
Accrued other
|
3,602
|
|
|
4,647
|
|
||
|
$
|
11,829
|
|
|
$
|
12,672
|
|
|
December 28, 2013
|
||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
Reported as
|
||||||||||||||||||
|
Cost
|
|
Unrealized
Gains
|
|
Unrealized
Losses
|
|
Fair
Value
|
|
Cash and
Cash
Equivalents
|
|
Short-
Term
Marketable
Securities
|
|
Long-Term
Marketable
Securities
|
||||||||||||||
Cash
|
$
|
7,023
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
7,023
|
|
|
$
|
7,023
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Level 1:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Money market funds
|
9,226
|
|
|
—
|
|
|
—
|
|
|
9,226
|
|
|
9,226
|
|
|
—
|
|
|
—
|
|
|||||||
Subtotal
|
9,226
|
|
|
—
|
|
|
—
|
|
|
9,226
|
|
|
9,226
|
|
|
—
|
|
|
—
|
|
|||||||
Level 2:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
U.S. Agency securities
|
22,929
|
|
|
4
|
|
|
(3
|
)
|
|
22,930
|
|
|
—
|
|
|
15,929
|
|
|
7,001
|
|
|||||||
Certificates of deposit
|
8,840
|
|
|
4
|
|
|
(10
|
)
|
|
8,834
|
|
|
—
|
|
|
5,959
|
|
|
2,875
|
|
|||||||
Commercial paper
|
998
|
|
|
—
|
|
|
(1
|
)
|
|
997
|
|
|
—
|
|
|
997
|
|
|
—
|
|
|||||||
Corporate notes and bonds
|
14,156
|
|
|
9
|
|
|
(3
|
)
|
|
14,162
|
|
|
—
|
|
|
5,150
|
|
|
9,012
|
|
|||||||
Subtotal
|
46,923
|
|
|
17
|
|
|
(17
|
)
|
|
46,923
|
|
|
—
|
|
|
28,035
|
|
|
18,888
|
|
|||||||
Total
|
$
|
63,172
|
|
|
$
|
17
|
|
|
$
|
(17
|
)
|
|
$
|
63,172
|
|
|
$
|
16,249
|
|
|
$
|
28,035
|
|
|
$
|
18,888
|
|
|
December 29, 2012
|
||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
Reported as
|
||||||||||||||||||
|
Cost
|
|
Unrealized
Gains |
|
Unrealized
Losses |
|
Fair
Value |
|
Cash and
Cash Equivalents |
|
Short-
Term Marketable Securities |
|
Long-Term
Marketable Securities |
||||||||||||||
Cash
|
$
|
24,703
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
24,703
|
|
|
$
|
24,703
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Level 1:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Money market funds
|
18,923
|
|
|
—
|
|
|
—
|
|
|
18,923
|
|
|
18,923
|
|
|
—
|
|
|
—
|
|
|||||||
Subtotal
|
18,923
|
|
|
—
|
|
|
—
|
|
|
18,923
|
|
|
18,923
|
|
|
—
|
|
|
—
|
|
|||||||
Level 2:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
U.S. Agency securities
|
24,339
|
|
|
2
|
|
|
(2
|
)
|
|
24,339
|
|
|
—
|
|
|
13,317
|
|
|
11,022
|
|
|||||||
Certificates of deposit
|
9,285
|
|
|
2
|
|
|
(3
|
)
|
|
9,284
|
|
|
480
|
|
|
6,642
|
|
|
2,162
|
|
|||||||
Commercial paper
|
2,893
|
|
|
1
|
|
|
—
|
|
|
2,894
|
|
|
—
|
|
|
2,894
|
|
|
—
|
|
|||||||
Corporate notes and bonds
|
13,211
|
|
|
9
|
|
|
(4
|
)
|
|
13,216
|
|
|
—
|
|
|
7,508
|
|
|
5,708
|
|
|||||||
Subtotal
|
49,728
|
|
|
14
|
|
|
(9
|
)
|
|
49,733
|
|
|
480
|
|
|
30,361
|
|
|
18,892
|
|
|||||||
Total
|
$
|
93,354
|
|
|
$
|
14
|
|
|
$
|
(9
|
)
|
|
$
|
93,359
|
|
|
$
|
44,106
|
|
|
$
|
30,361
|
|
|
$
|
18,892
|
|
|
Years Ended
|
||||||||||
|
December 28,
2013
|
|
December 29,
2012
|
|
December 31,
2011
|
||||||
Expected term (years)
|
5.00
|
|
|
5.00
|
|
|
5.24
|
|
|||
Risk-free interest rate
|
0.80
|
%
|
|
0.72
|
%
|
|
1.26
|
%
|
|||
Dividend rate
|
—
|
|
|
—
|
|
|
—
|
|
|||
Volatility
|
61
|
%
|
|
62
|
%
|
|
61
|
%
|
|||
Forfeiture rate
|
3
|
%
|
|
3
|
%
|
|
3
|
%
|
|||
Estimated fair value per stock option
|
$
|
5.26
|
|
|
$
|
8.37
|
|
|
$
|
4.47
|
|
|
Options
Outstanding
|
|
Weighted-Average
Exercise Price
|
|
Aggregate
Intrinsic Value
|
|
Weighted-Average
Remaining
Contractual Term
(Years)
|
|||||
Outstanding at December 25, 2010
|
6,135
|
|
|
$
|
2.86
|
|
|
$
|
37,360
|
|
|
7.04
|
Granted
|
1,349
|
|
|
9.69
|
|
|
|
|
|
|||
Exercised
|
(105
|
)
|
|
1.84
|
|
|
|
|
|
|||
Forfeited
|
(139
|
)
|
|
5.94
|
|
|
|
|
|
|||
Outstanding at December 31, 2011
|
7,240
|
|
|
$
|
4.11
|
|
|
$
|
34,493
|
|
|
6.68
|
Granted
|
903
|
|
|
15.98
|
|
|
|
|
|
|||
Exercised
|
(432
|
)
|
|
1.07
|
|
|
|
|
|
|||
Forfeited
|
(109
|
)
|
|
8.49
|
|
|
|
|
|
|||
Outstanding at December 29, 2012
|
7,602
|
|
|
$
|
5.61
|
|
|
$
|
69,449
|
|
|
6.35
|
Granted
|
1,862
|
|
|
10.27
|
|
|
|
|
|
|||
Exercised
|
(857
|
)
|
|
2.13
|
|
|
|
|
|
|||
Forfeited
|
(380
|
)
|
|
12.52
|
|
|
|
|
|
|||
Outstanding at December 28, 2013
|
8,227
|
|
|
$
|
6.71
|
|
|
$
|
19,870
|
|
|
6.27
|
Vested and expected to vest at December 28, 2013
|
8,076
|
|
|
$
|
6.63
|
|
|
$
|
19,870
|
|
|
6.22
|
Exercisable at December 28, 2013
|
5,023
|
|
|
$
|
4.15
|
|
|
$
|
19,805
|
|
|
4.76
|
|
Years Ended
|
||||||||||
|
December 28,
2013
|
|
December 29,
2012
|
|
December 31,
2011
|
||||||
Cost of net revenue
|
$
|
883
|
|
|
$
|
588
|
|
|
$
|
431
|
|
Research and development
|
2,097
|
|
|
1,419
|
|
|
762
|
|
|||
Selling, general and administrative
|
3,635
|
|
|
2,430
|
|
|
1,891
|
|
|||
|
$
|
6,615
|
|
|
$
|
4,437
|
|
|
$
|
3,084
|
|
|
December 28,
2013 |
|
December 29,
2012 |
||
Common stock warrants
|
2
|
|
|
2
|
|
Stock awards issued and outstanding
|
8,227
|
|
|
7,602
|
|
Authorized for grants under the 2012 Plan and 2012 ESPP
|
3,787
|
|
|
3,996
|
|
|
12,016
|
|
|
11,600
|
|
|
December 28,
2013 |
|
December 29,
2012 |
|
December 31,
2011 |
||||||
Domestic
|
$
|
(4,404
|
)
|
|
$
|
6,946
|
|
|
$
|
(9,849
|
)
|
Foreign
|
420
|
|
|
238
|
|
|
363
|
|
|||
Income (loss) before income taxes
|
$
|
(3,984
|
)
|
|
$
|
7,184
|
|
|
$
|
(9,486
|
)
|
|
December 28,
2013 |
|
December 29,
2012 |
|
December 31,
2011 |
||||||
Current (benefit) provision:
|
|
|
|
|
|
||||||
Federal
|
$
|
(81
|
)
|
|
$
|
(300
|
)
|
|
$
|
20
|
|
State
|
(32
|
)
|
|
49
|
|
|
—
|
|
|||
Foreign
|
137
|
|
|
141
|
|
|
175
|
|
|||
Total current
|
24
|
|
|
(110
|
)
|
|
195
|
|
|||
Deferred provision:
|
|
|
|
|
|
||||||
Federal
|
—
|
|
|
—
|
|
|
—
|
|
|||
State
|
—
|
|
|
—
|
|
|
—
|
|
|||
Foreign
|
43
|
|
|
22
|
|
|
1
|
|
|||
Total deferred
|
43
|
|
|
22
|
|
|
1
|
|
|||
Total income tax provision (benefit)
|
$
|
67
|
|
|
$
|
(88
|
)
|
|
$
|
196
|
|
|
December 28,
2013 |
|
December 29,
2012 |
|
December 31,
2011 |
|||
Income tax provision (benefit) on earnings at federal statutory rate
|
(35.0
|
)%
|
|
35.0
|
%
|
|
(35.0
|
)%
|
State tax provision (benefit), net of federal benefit
|
0.9
|
|
|
3.2
|
|
|
(2.3
|
)
|
Federal and state tax credits
|
(74.6
|
)
|
|
(8.1
|
)
|
|
(15.8
|
)
|
Change in valuation allowance
|
116.2
|
|
|
(47.9
|
)
|
|
55.2
|
|
Stock-based compensation
|
(7.9
|
)
|
|
4.1
|
|
|
4.2
|
|
Valuation of warrants
|
—
|
|
|
3.1
|
|
|
(0.1
|
)
|
Deemed repatriation of foreign earnings
|
—
|
|
|
3.6
|
|
|
—
|
|
Nondeductible expenses and other permanent differences, net
|
2.1
|
|
|
5.8
|
|
|
(4.1
|
)
|
Income tax provision (benefit)
|
1.7
|
%
|
|
(1.2
|
)%
|
|
2.1
|
%
|
|
December 28,
2013 |
|
December 29,
2012 |
||||
Deferred tax assets:
|
|
|
|
||||
Net operating loss carryforwards
|
$
|
55,010
|
|
|
$
|
55,758
|
|
Research tax credit carryforwards
|
10,177
|
|
|
7,232
|
|
||
Accrued expenses and reserves
|
9,559
|
|
|
6,378
|
|
||
Foreign deferred tax assets
|
—
|
|
|
12
|
|
||
Total deferred tax assets
|
74,746
|
|
|
69,380
|
|
||
Deferred tax liabilities:
|
|
|
|
||||
Depreciation
|
(3,669
|
)
|
|
(2,918
|
)
|
||
Foreign deferred tax liabilities
|
(32
|
)
|
|
—
|
|
||
Total deferred tax liabilities
|
(3,701
|
)
|
|
(2,918
|
)
|
||
Less valuation allowance
|
(71,077
|
)
|
|
(66,450
|
)
|
||
Net deferred tax asset (liability)
|
$
|
(32
|
)
|
|
$
|
12
|
|
|
December 28, 2013
|
|
December 29, 2012
|
|
December 31, 2011
|
||||||
Balance at beginning of year
|
$
|
3,742
|
|
|
$
|
2,035
|
|
|
$
|
1,863
|
|
Increases (decreases) related to prior year tax positions
|
861
|
|
|
1,621
|
|
|
(5
|
)
|
|||
Increases related to current year tax positions
|
1,196
|
|
|
279
|
|
|
177
|
|
|||
Expirations of the statute of limitations for the assessment of taxes
|
(68
|
)
|
|
(193
|
)
|
|
—
|
|
|||
Balance at end of year
|
$
|
5,731
|
|
|
$
|
3,742
|
|
|
$
|
2,035
|
|
Fiscal years:
|
|
||
2014
|
$
|
2,428
|
|
2015
|
1,366
|
|
|
2016
|
51
|
|
|
Total minimum lease payments
|
$
|
3,845
|
|
|
Balance at December 29, 2012
|
|
Current Charges
|
|
Cash Payments
|
|
Balance at December 28, 2013
|
||||||||
Employee termination benefits
|
$
|
—
|
|
|
$
|
636
|
|
|
$
|
(218
|
)
|
|
$
|
418
|
|
Lease and other contract termination costs
|
—
|
|
|
73
|
|
|
(35
|
)
|
|
38
|
|
||||
Total
|
$
|
—
|
|
|
$
|
709
|
|
|
$
|
(253
|
)
|
|
$
|
456
|
|
|
Years Ended
|
|||||||
|
December 28, 2013
|
|
December 29, 2012
|
|
December 25,
2010
|
|||
Macnica
|
69
|
%
|
|
72
|
%
|
|
48
|
%
|
Richardson
|
11
|
%
|
|
11
|
%
|
|
16
|
%
|
|
December 28, 2013
|
|
December 29, 2012
|
||
Macnica
|
50
|
%
|
|
43
|
%
|
Richardson
|
*
|
|
|
14
|
%
|
|
Years Ended
|
|||||||||||||||||||
|
December 28, 2013
|
|
December 29, 2012
|
|
December 31, 2011
|
|||||||||||||||
United States
|
$
|
35,089
|
|
|
17
|
%
|
|
$
|
34,489
|
|
|
17
|
%
|
|
$
|
31,921
|
|
|
30
|
%
|
Japan
|
142,389
|
|
|
71
|
|
|
147,458
|
|
|
72
|
|
|
52,062
|
|
|
48
|
|
|||
All others
|
24,838
|
|
|
12
|
|
|
21,961
|
|
|
11
|
|
|
23,788
|
|
|
22
|
|
|||
|
$
|
202,316
|
|
|
100
|
%
|
|
$
|
203,908
|
|
|
100
|
%
|
|
$
|
107,771
|
|
|
100
|
%
|
|
Net
Revenue
|
|
Gross
Profit
|
|
Net
Income
(Loss)
|
|
Diluted Net
Income
(Loss)
Per Share *
|
||||||||
Year Ended December 28, 2013
|
|
|
|
|
|
|
|
||||||||
Fourth Quarter
|
$
|
43,324
|
|
|
$
|
15,607
|
|
|
$
|
(6,828
|
)
|
|
$
|
(0.21
|
)
|
Third Quarter
|
60,002
|
|
|
25,253
|
|
|
4,433
|
|
|
0.12
|
|
||||
Second Quarter
|
52,365
|
|
|
20,719
|
|
|
(448
|
)
|
|
(0.01
|
)
|
||||
First Quarter
|
46,625
|
|
|
19,817
|
|
|
(1,208
|
)
|
|
(0.04
|
)
|
||||
Total
|
$
|
202,316
|
|
|
$
|
81,396
|
|
|
$
|
(4,051
|
)
|
|
|
||
Year Ended December 29, 2012
|
|
|
|
|
|
|
|
||||||||
Fourth Quarter
|
$
|
62,999
|
|
|
$
|
27,282
|
|
|
$
|
5,627
|
|
|
$
|
0.15
|
|
Third Quarter
|
60,575
|
|
|
25,015
|
|
|
4,713
|
|
|
0.10
|
|
||||
Second Quarter
|
43,639
|
|
|
16,241
|
|
|
(26
|
)
|
|
(0.01
|
)
|
||||
First Quarter
|
36,695
|
|
|
11,235
|
|
|
(3,042
|
)
|
|
(1.10
|
)
|
||||
Total
|
$
|
203,908
|
|
|
$
|
79,773
|
|
|
$
|
7,272
|
|
|
|
|
PEREGRINE SEMICONDUCTOR CORPORATION
|
||
|
|
||
Date: February 19, 2014
|
By:
|
|
/s/ Jay Biskupski
|
|
|
Jay Biskupski
|
|
|
Chief Financial Officer
|
||
|
(Principal Financial and Accounting Officer)
|
Dated: February 19, 2014
|
By:
|
|
/s/ James S. Cable
|
|
|
James S. Cable
|
|
|
Chief Executive Officer, President, and Chairman
|
||
|
(Principal Executive Officer)
|
||
|
|
|
|
Dated: February 19, 2014
|
By:
|
|
/s/ Jay Biskupski
|
|
|
|
Jay Biskupski
|
|
|
|
Chief Financial Officer
|
|
|
|
(Principal Financial and Principal Accounting Officer)
|
|
|
|
|
Dated: February 19, 2014
|
By:
|
|
/s/ Paul D’Addario
|
|
|
|
Paul D’Addario
|
|
|
|
Director
|
|
|
|
|
Dated: February 19, 2014
|
By:
|
|
/s/ John H. Allen
|
|
|
|
John H. Allen
|
|
|
|
Director
|
|
|
|
|
Dated: February 19, 2014
|
By:
|
|
/s/ Jeffrey K. Belk
|
|
|
|
Jeffrey K. Belk
|
|
|
|
Director
|
|
|
|
|
Dated: February 19, 2014
|
By:
|
|
/s/ Gary A. Monetti
|
|
|
|
Gary A. Monetti
|
|
|
|
Director
|
|
|
|
|
Dated: February 19, 2014
|
By:
|
|
/s/ Robert Pavey
|
|
|
|
Robert Pavey
|
|
|
|
Director
|
|
|
|
|
Dated: February 19, 2014
|
By:
|
|
/s/ Carl Schlachte
|
|
|
|
Carl Schlachte
|
|
|
|
Director
|
|
|
|
|
Dated: February 19, 2014
|
By:
|
|
/s/ Elton B. Sherwin
|
|
|
|
Elton B. Sherwin
|
|
|
|
Director
|
|
|
|
|
Dated: February 19, 2014
|
By:
|
|
/s/ Anthony S. Thornley
|
|
|
|
Anthony S. Thornley
|
|
|
|
Director
|
|
|
|
|
Incorporated by Reference
|
|
Filed
Herewith
|
||||||
Exhibit No.
|
|
Description
|
|
Form
|
|
File No.
|
|
Exhibit
|
|
Filing Date
|
|
|
3.1
|
|
Amended and Restated Certificate of Incorporation.
|
|
8-K
|
|
001-35623
|
|
3.1
|
|
August 17, 2012
|
|
|
3.2
|
|
Amended and Restated Bylaws.
|
|
8-K
|
|
001-35623
|
|
3.2
|
|
August 17, 2012
|
|
|
4.1
|
|
Reference is made to Exhibits 3.1 and 3.2.
|
|
|
|
|
|
|
|
|
|
|
4.2
|
|
Seventh Amended and Restated Investor Rights Agreement, dated August 17, 2006, by and among the Registrant, certain stockholders, and the investors listed on the signature pages thereto.
|
|
S-1
|
|
333-170711
|
|
4.3
|
|
November 19, 2010
|
|
|
4.5
|
|
Warrant to Purchase Stock issued June 18, 2003 to Silicon Valley Bank.
|
|
S-1
|
|
333-170711
|
|
4.5
|
|
November 19, 2010
|
|
|
4.6
|
|
Amendment to Warrant Agreement, dated April 2008, between SVB Financial Group and the Registrant.
|
|
S-1
|
|
333-170711
|
|
4.6
|
|
November 19, 2010
|
|
|
10.1†
|
|
Form of Indemnification Agreement between the Registrant and each of its directors and executive officers.
|
|
S-1
|
|
333-170711
|
|
10.1
|
|
February 16, 2011
|
|
|
10.2†
|
|
Peregrine Semiconductor Corporation 1996 Stock Plan.
|
|
S-1
|
|
333-170711
|
|
10.2
|
|
November 19, 2010
|
|
|
10.3†
|
|
Form of 1996 Stock Plan Stock Option Agreement.
|
|
S-1
|
|
333-170711
|
|
10.3
|
|
November 19, 2010
|
|
|
10.4†
|
|
Peregrine Semiconductor Corporation 2004 Stock Plan.
|
|
S-1
|
|
333-170711
|
|
10.4
|
|
February 16, 2011
|
|
|
10.5†
|
|
Form of 2004 Stock Plan Stock Option Agreement.
|
|
S-1
|
|
333-170711
|
|
10.5
|
|
November 19, 2010
|
|
|
10.6†
|
|
Peregrine Semiconductor Corporation 2012 Equity Incentive Plan and forms of agreements thereunder.
|
|
S-1
|
|
333-170711
|
|
10.6
|
|
April 27, 2012
|
|
|
10.7†
|
|
Peregrine Semiconductor Corporation 2012 Employee Stock Purchase Plan.
|
|
S-1
|
|
333-170711
|
|
10.7
|
|
April 27, 2012
|
|
|
10.8†
|
|
2012 Executive Incentive Bonus Plan.
|
|
S-1
|
|
333-170711
|
|
10.8
|
|
April 27, 2012
|
|
|
10.9
|
|
Industrial Lease, dated April 20, 2000, between The Irvine Company and Continuous Computing Corporation.
|
|
S-1
|
|
333-170711
|
|
10.9
|
|
February 16, 2011
|
|
|
10.10
|
|
Consent to Assignment and Amendment to Lease dated March 19, 2007.
|
|
S-1
|
|
333-170711
|
|
10.10
|
|
February 16, 2011
|
|
|
10.11
|
|
First Amendment to Lease, dated August 23, 2005, between The Irvine Company and Continuous Computing Corporation.
|
|
S-1
|
|
333-170711
|
|
10.11
|
|
February 16, 2011
|
|
|
10.12
|
|
Second Amendment to Lease dated June 27, 2007.
|
|
S-1
|
|
333-170711
|
|
10.12
|
|
February 16, 2011
|
|
|
10.13
|
|
Mutual Assignment of Lease Agreement, dated March 1, 2007, between Continuous Computing Corporation and the Registrant.
|
|
S-1
|
|
333-170711
|
|
10.13
|
|
February 16, 2011
|
|
|
10.14
|
|
Third Amendment to Lease, dated August 6, 2010, between The Irvine Company and the Registrant.
|
|
S-1
|
|
333-170711
|
|
10.14
|
|
February 16, 2011
|
|
|
10.15
|
|
Distributor Agreement, dated December 23, 2010, between Richardson Electronics, Ltd. and the Registrant.
|
|
S-1
|
|
333-170711
|
|
10.15
|
|
February 16, 2011
|
|
|
10.16
|
|
Distribution Agreement, dated June 30, 2008, between Clavis (a division of Macnica, Inc.) and the Registrant.
|
|
S-1
|
|
333-170711
|
|
10.16
|
|
February 16, 2011
|
|
|
|
|
|
|
Incorporated by Reference
|
|
Filed
Herewith
|
Exhibit No.
|
|
Description
|
|
Form
|
|
File No.
|
|
Exhibit
|
|
Filing Date
|
|
|
10.17
|
|
Addendum I to Distribution Agreement, dated June 30, 2010, between Clavis (a division of Macnica, Inc.) and the Registrant.
|
|
S-1
|
|
333-170711
|
|
10.17
|
|
February 16, 2011
|
|
|
10.18
|
|
Second Amended and Restated Loan and Security Agreement, dated June 23, 2010, between Silicon Valley Bank and the Registrant.
|
|
S-1
|
|
333-170711
|
|
10.18
|
|
November 19, 2010
|
|
|
10.19†
|
|
Letter Agreement, dated April 26, 2010, between David R. Shepard and the Registrant.
|
|
S-1
|
|
333-170711
|
|
10.23
|
|
February 16, 2011
|
|
|
10.20†
|
|
Letter Agreement, dated April 26, 2012, between James S. Cable, Ph.D. and the Registrant.
|
|
S-1
|
|
333-170711
|
|
10.24
|
|
April 27, 2012
|
|
|
10.21†
|
|
Letter Agreement, dated April 26, 2012, between Jay C. Biskupski and the Registrant.
|
|
S-1
|
|
333-170711
|
|
10.25
|
|
April 27, 2012
|
|
|
10.22
|
|
First Amendment to Second Amended and Restated Loan and Security Agreement, dated April 22, 2011, between Silicon Valley Bank and the Registrant.
|
|
S-1
|
|
333-170711
|
|
10.26
|
|
April 2, 2012
|
|
|
10.23
|
|
Second Amendment to Second Amended and Restated Loan and Security Agreement, dated December 30, 2011, between Silicon Valley Bank and the Registrant.
|
|
S-1
|
|
333-170711
|
|
10.27
|
|
April 2, 2012
|
|
|
10.24#
|
|
Supply and Prepayment Agreement, dated March 23, 2012, between the Registrant and Murata Manufacturing Company, Ltd.
|
|
S-1
|
|
333-170711
|
|
10.28
|
|
April 12, 2012
|
|
|
10.25
|
|
Third Amendment to Second Amended and Restated Loan and Security Agreement, dated February 14, 2013, by and
between Silicon Valley Bank and Peregrine Semiconductor Corporation
|
|
10-Q
|
|
333-170711
|
|
10.25
|
|
May 6, 2013
|
|
|
10.26
|
|
Fourth Amendment to Second Amended and Restated Loan and Security Agreement, dated May 3, 2013, by and
between Silicon Valley Bank and Peregrine Semiconductor Corporation
|
|
10-Q
|
|
333-170711
|
|
10.26
|
|
May 6, 2013
|
|
|
10.27##
|
|
License Agreement between Peregrine Semiconductor Corporation and Murata Manufacturing Company, Ltd. dated May 28, 2013
|
|
10-Q
|
|
333-170711
|
|
10.27
|
|
August 5, 2013
|
|
|
10.28
|
|
Employment agreement between Carl Burrow and Peregrine Semiconductor Corporation
|
|
|
|
|
|
|
|
|
|
X
|
21.1
|
|
List of subsidiaries.
|
|
S-1
|
|
333-170711
|
|
21.1
|
|
November 19, 2010
|
|
|
23.1
|
|
Consent of Independent Registered Public Accounting Firm.
|
|
|
|
|
|
|
|
|
|
X
|
24.1
|
|
Power of Attorney (contained in the signature page to this report).
|
|
|
|
|
|
|
|
|
|
|
31.1
|
|
Certification of Chief Executive Officer pursuant to Rules 13a-14 and 15d-14 promulgated pursuant to the Securities Exchange Act of 1934, as amended
|
|
|
|
|
|
|
|
|
|
X
|
31.2
|
|
Certification of Chief Financial Officer pursuant to Rules 13a-14 and 15d-14 promulgated pursuant to the Securities Exchange Act of 1934, as amended
|
|
|
|
|
|
|
|
|
|
X
|
32.1
|
|
Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
|
|
|
|
|
|
|
|
|
X
|
32.2
|
|
Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
|
|
|
|
|
|
|
|
|
X
|
101.INS*
|
|
XBRL Instance Document
|
|
|
|
|
|
|
|
|
|
X
|
101.SCH*
|
|
XBRL Taxonomy Extension Schema Document
|
|
|
|
|
|
|
|
|
|
X
|
101.CAL*
|
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
|
|
|
|
|
|
|
|
|
X
|
101.DEF*
|
|
XBRL Taxonomy Extension Definition Linkbase Document
|
|
|
|
|
|
|
|
|
|
X
|
101.LAB*
|
|
XBRL Taxonomy Extension Label Linkbase Document
|
|
|
|
|
|
|
|
|
|
X
|
101.PRE*
|
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
|
|
|
|
|
|
|
|
|
X
|
†
|
Indicates a management contract or compensatory plan.
|
#
|
Registrant has omitted portions of the referenced exhibit pursuant to an order granting confidential treatment under the Securities Act, issued August 7, 2012.
|
##
|
Registrant has omitted portions of the referenced exhibit pursuant to a request for confidential treatment.
|
*
|
In accordance with Rule 406T of Regulation S-T, the information in these exhibits is furnished and deemed not filed or part of a registration statement or prospectus for purposes of sections 11 or 12 of the Securities Act of 1933, is deemed not filed for purposes of section 18 of the Exchange Act of 1934, and otherwise is not subject to liability under these sections.
|
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