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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 10-Q

(Mark One)

 

x

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2014

or

 

¨

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from              to             

COMMISSION FILE NUMBER 000-26124

IXYS CORPORATION

(Exact name of registrant as specified in its charter)

 

DELAWARE		77-0140882
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

1590 BUCKEYE DRIVE

MILPITAS, CALIFORNIA 95035-7418

(Address of principal executive offices and Zip Code)

(408) 457-9000

(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes x No ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Yes x No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer		¨		Accelerated filer		x
Non-accelerated filer		¨  (Do not check if a smaller reporting company)		Smaller reporting company		¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes ¨ No x

The number of shares of the registrant’s common stock, $0.01 par value, outstanding as of July 28, 2014 was 31,489,600.

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IXYS CORPORATION

FORM 10-Q

June 30, 2014

INDEX

 

		Page
PART I — FINANCIAL INFORMATION			3
ITEM 1. FINANCIAL STATEMENTS			3
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS			3
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS			4
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME			5
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS			6
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS			7
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS			19
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK			28
ITEM 4. CONTROLS AND PROCEDURES			28
PART II — OTHER INFORMATION			29
ITEM 1. LEGAL PROCEEDINGS			29
ITEM 1A. RISK FACTORS			29
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS			43
ITEM 3. DEFAULTS UPON SENIOR SECURITIES			43
ITEM 4. MINE SAFETY DISCLOSURES			43
ITEM 5. OTHER INFORMATION			44
ITEM 6. EXHIBITS			44

 

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PART I — FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

IXYS CORPORATION

UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands, except share data)

 

		June 30,				March 31,
		2014				2014
ASSETS
Current assets:
Cash and cash equivalents		$	90,159			$	98,438
Restricted cash			948				337
Accounts receivable, net of allowances of $3,055 at June 30, 2014 and $3,013 at March 31, 2014			46,287				45,707
Inventories			96,213				93,028
Prepaid expenses and other current assets			3,344				9,520
Deferred income taxes			8,002				7,975
Total current assets			244,953				255,005
Property, plant and equipment, net			51,141				50,569
Intangible assets, net			14,640				16,347
Goodwill			27,928				25,164
Deferred income taxes			24,515				24,316
Other assets			10,368				11,781
Total assets		$	373,545			$	383,182
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Current portion of capitalized lease obligations		$	2,133			$	2,468
Current portion of loans payable			1,085				1,028
Accounts payable			16,519				15,684
Accrued expenses and other current liabilities			36,898				50,166
Total current liabilities			56,635				69,346
Capitalized lease obligations, net of current portion			361				723
Long term loans, net of current portion			20,066				19,831
Pension liabilities			15,209				15,545
Other long term liabilities			7,105				7,105
Total liabilities			99,376				112,550
Commitments and contingencies (Note 16)
Stockholders’ equity:
Preferred stock, $0.01 par value:
Authorized: 5,000,000 shares; none issued and outstanding			—				—
Common stock, $0.01 par value:
Authorized: 80,000,000 shares; 38,067,326 issued and 31,437,986 outstanding at June 30, 2014 and 38,016,909 issued and 31,353,819 outstanding at March 31, 2014			381				380
Additional paid-in capital			207,456				206,290
Treasury stock, at cost: 6,629,340 common shares at June 30, 2014 and 6,663,090 common shares at March 31, 2014			(58,484	)			(58,782	)
Retained earnings			120,374				117,715
Accumulated other comprehensive income			4,442				5,029
Total stockholders’ equity			274,169				270,632
Total liabilities and stockholders’ equity		$	373,545			$	383,182

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

 

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IXYS CORPORATION

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except per share data)

 

		Three Months Ended
		June 30,
		2014				2013
Net revenues		$	88,080			$	71,186
Cost of goods sold			63,080				50,049
Gross profit			25,000				21,137
Operating expenses:
Research, development and engineering			7,250				7,687
Selling, general and administrative			10,764				10,043
Amortization of acquired intangible assets			1,707				246
Total operating expenses			19,721				17,976
Operating income			5,279				3,161
Other income (expense):
Interest income			47				39
Interest expense			(410	)			(212	)
Other income (expense), net			208				(83	)
Income before income tax provision			5,124				2,905
Provision for income tax			(1,549	)			(926	)
Net income		$	3,575			$	1,979
Net income per share:
Basic		$	0.11			$	0.06
Diluted		$	0.11			$	0.06
Cash dividends per common share		$	0.03			$	0.03
Weighted average shares used in per share calculation:
Basic			31,379				30,948
Diluted			32,075				31,635

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

 

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IXYS CORPORATION

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(In thousands)

 

		Three Months Ended
		June 30,
		2014				2013
Net income		$	3,575			$	1,979
Foreign currency translation adjustments			(280	)			1,356
Changes in market value of investments:
Changes in unrealized losses, net of tax benefits of $(154) and $(152)			(288	)			(285	)
Reclassification adjustment for net gains realized in net income, net of benefits of $(11) and $(31)			(19	)			(58	)
Net change in market value of investments			(307	)			(343	)
Total comprehensive income		$	2,988			$	2,992

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

 

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IXYS CORPORATION

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

 

		Three Months Ended
		June 30,
		2014				2013
Cash flows from operating activities:
Net income		$	3,575			$	1,979
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization			4,809				2,722
Provision for receivable allowances			2,617				1,672
Net change in inventory provision			865				765
Foreign currency adjustments on intercompany amounts			(169	)			(110	)
Stock-based compensation			681				671
Loss (gain) on investments and disposal of fixed assets			12				(140	)
Changes in operating assets and liabilities, net of business acquired:
Accounts receivable			(2,999	)			(4,466	)
Inventories			(3,943	)			(2,198	)
Prepaid expenses and other current assets			5,453				(273	)
Other assets			930				(13	)
Accounts payable			330				(80	)
Accrued expenses and other liabilities			2,320				(433	)
Pension liabilities			(320	)			(336	)
Net cash provided by (used in) operating activities			14,161				(240	)
Cash flows from investing activities:
Change in restricted cash			(611	)			(4	)
Purchase of business, net of cash and cash equivalents acquired and deferred payments			(2,297	)			(20,000	)
Purchases of property and equipment			(3,423	)			(1,566	)
Proceeds from sale of investments			54				324
Net cash used in investing activities			(6,277	)			(21,246	)
Cash flows from financing activities:
Principal payments on capital lease obligations			(676	)			(616	)
Repayments of loans and notes payable			(296	)			(243	)
Repayments of deferred payment of business acquisition			(15,000	)			—
Proceeds from employee equity plans			811				1,349
Payment of cash dividends to stockholders			(943	)			(931	)
Net cash used in financing activities			(16,104	)			(441	)
Effect of exchange rate fluctuations on cash and cash equivalents			(59	)			640
Net decrease in cash and cash equivalents			(8,279	)			(21,287	)
Cash and cash equivalents at beginning of period			98,438				107,116
Cash and cash equivalents at end of period		$	90,159			$	85,829
Supplemental disclosure of noncash investing activities:
Deferred payments of business acquisition		$	—			$	30,000

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

 

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NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

1. Unaudited Condensed Consolidated Financial Statements

The accompanying interim unaudited condensed consolidated financial statements have been prepared in accordance with the instructions to Form 10-Q and do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America for complete financial statements. The unaudited condensed consolidated financial statements include the accounts of IXYS Corporation and its wholly-owned subsidiaries. The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and judgments that affect the amounts reported in the financial statements and accompanying notes. The accounting estimates that require management’s most difficult judgments include, but are not limited to, revenue reserves, inventory valuation, accounting for income taxes, and allocation of purchase price in business combinations. All significant intercompany transactions have been eliminated in consolidation. All adjustments of a normal recurring nature that, in the opinion of management, are necessary for a fair statement of the results for the interim periods have been made. The condensed balance sheet as of March 31, 2014 has been derived from our audited balance sheet as of that date. It is recommended that the interim financial statements be read in conjunction with our audited consolidated financial statements and notes thereto for the fiscal year ended March 31, 2014, or fiscal 2014, contained in our Annual Report on Form 10-K. Interim results are not necessarily indicative of the operating results expected for later quarters or the full fiscal year.

2. Recent Accounting Pronouncements and Accounting Changes

In July 2013, the Financial Accounting Standards Board, or FASB, issued authoritative guidance on the presentation of unrecognized tax benefits. This new guidance requires an entity to present an unrecognized tax benefit, or a portion of an unrecognized tax benefit, in the financial statements as a reduction to a deferred tax asset in the case of a net operating loss carryforward, a similar tax loss, or a tax credit carryforward, except as follows. To the extent such a carryforward or loss is not available at the reporting date under the applicable tax law to settle any additional income taxes that would result from the disallowance of a tax position or the deferred tax asset will not be used for such purpose, the unrecognized tax benefit should be presented in the financial statements as a liability. The guidance became effective for us in the fiscal year that began on April 1, 2014 and did not have a material impact on our financial statements.

In April 2014, FASB issued changes to the criteria for determining which disposals are required to be presented as discontinued operations. The changes require a disposal of a component of an entity or a group of components of an entity to be reported in discontinued operations if the disposal represents a strategic shift that has, or will have, a major effect on an entity’s operations and financial results when any of the following occurs: the component of an entity or group of components of an entity meets the criteria to be classified as held for sale, the component of an entity or group or components of an entity is disposed of by sale, or the component of an entity or group of components of an entity is disposed of other than by sale. The amendments apply on a prospective basis to disposals of components of an entity that occur within annual periods beginning on or after December 15, 2014 and interim periods within those years, with early adoption permitted. We are currently evaluating the impact of the adoption of the standard on our consolidated financial statements.

In May 2014, FASB issued a new standard on the recognition of revenue from contracts with customers, which includes a single set of rules and criteria for revenue recognition to be used across all industries. The revenue standard’s core principle is built on the contract between a vendor and a customer for the provision of goods and services. It attempts to depict the exchange of rights and obligations between the parties in the pattern of revenue recognition based on the consideration to which the vendor is entitled. To accomplish this objective, the standard requires five basic steps: identify the contract with the customer, identify the performance obligations in the contract, determine the transaction price, allocate the transaction price to the performance obligations in the contract, and recognize revenue when or as the entity satisfies a performance obligation. This standard is effective for annual reporting periods beginning after December 15, 2016, including interim periods during the annual period. Early adoption is prohibited. Different transition methods are available — full retrospective method, retrospective with certain practical expedients, and a modified retrospective (cumulative effect) approach. We are currently evaluating the impact of the adoption of the standard on our financial statements.

3. Business Combinations

Acquired MCU Business

On June 27, 2013, we completed the acquisition of a 4-bit and 8-bit microcontroller product line, or the Acquired MCU Business, of the System LSI Division of Samsung Electronics Co., Ltd. The acquired product line includes microcontrollers potentially useful in a number of applications, which have to date been principally used in consumer product applications. The acquisition is intended to bolster our product portfolio and empower customers to utilize products from across our multiple product lines.

 

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The aggregate purchase price for the acquired assets is $50.0 million. The closing payment was $20.0 million and we were obligated to pay $30.0 million in two installment payments of $15.0 million each. The first installment and interest were paid on June 26, 2014 and the second installment is due on December 31, 2014. The installments bear simple interest at a variable annual rate equal to six-month LIBOR plus a 3 percentage point margin. The deferred payments and interest are included in “Accrued expenses and other current liabilities” on our unaudited condensed consolidated balance sheets.

We incurred $403,000 in legal and consulting costs related to the acquisition in fiscal 2014. The costs incurred were fully expensed and included in “Selling, general and administrative expenses”, or SG&A expenses, on our unaudited condensed consolidated statements of operations.

The following table summarizes the values of the assets acquired at the acquisition date (in thousands):

 

		Purchase Price Allocation
		(unaudited)
Inventories		$	800
Property, plant and equipment			36
Identifiable intangible assets			24,000
Total identifiable net assets			24,836
Goodwill			25,164
Total purchase price		$	50,000

Identifiable intangible assets consisted of developed intellectual property, customer relationships, contract backlog and a noncompetition agreement. The valuation of the acquired intangibles was classified as a level 3 measurement under the fair value measurement guidance, because the valuation was based on significant unobservable inputs and involved management judgment and assumptions about market participants and pricing. In determining fair value of the acquired intangible assets, we determined the appropriate unit of measure, the exit market and the highest and best use for the assets. The income approach and cost approach were used to estimate the fair value. The income approach indicates the fair value of an asset based on the value of the cash flows that the asset can be expected to generate in the future through a discounted cash flow method. The income approach was used to determine the fair values of developed intellectual property, noncompetition agreement, contract backlog and customer relationships. The goodwill arising from the acquisition was largely attributable to the synergies expected to be realized after our acquisition and integration of the Acquired MCU Business. The goodwill is not deductible for tax purposes.

Identified intangible assets resulting from the acquisition based on our valuation consisted of the following (in thousands):

 

		Fair Value (In thousands)				Amortization Method		Estimated Useful Life (In months)
						(unaudited)
Developed intellectual property		$	11,504			Straight-line		60
Customer relationships			6,920			Accelerated		36
Contract backlog			5,155			Straight-line		9
Noncompetition agreement			421			Straight-line		60
Total		$	24,000

Supplemental Pro Forma Financial Information:

The following pro forma summary gives effect to the acquisition of the Acquired MCU Business as if it had occurred at the beginning of fiscal 2013. The pro forma financial information reflects the business combination accounting effects resulting from this acquisition including our amortization charges from acquired intangible assets, the acquisition related expenses and the interest expenses on deferred payments of the acquisition. The summary is provided for illustrative purposes only and is not necessarily indicative of the consolidated results of operations for future periods.

 

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The Acquired MCU Business’s fiscal year ended on December 31, while our fiscal year ends on March 31. As such, the financial information of the Acquired MCU Business is included in the following unaudited pro forma table so as to align with the reporting periods of our fiscal quarters. In the following unaudited pro forma table, the financial information for the three months ended June 30, 2013 includes the historical results of IXYS Corporation for the three months ended June 30, 2013 and the historical results of the Acquired MCU Business for the three months ended March 31, 2013 (in thousands, except per share data):

 

		Three Months Ended June  30, 2013
		(unaudited)
Pro forma net revenues		$	95,084
Pro forma net income		$	4,234
Pro forma net income per share (basic)		$	0.14
Pro forma net income per share (diluted)		$	0.13

Other Acquisition

In the quarter ended June 30, 2014, we completed an acquisition qualifying as business combinations for a cash consideration of $2.3 million, net of cash acquired. We recorded $2.8 million of goodwill and assumed debt of $632,000. This acquisition was not significant to our unaudited condensed consolidated financial statements for the current period.

As of June 30, 2014, we had not yet finalized the valuation of the deferred tax assets in connection with this acquisition. The finalization of these amounts is not expected to have a material effect on our consolidated financial position.

4. Fair Value

We account for certain assets and liabilities at fair value. In determining fair value, we consider its principal or most advantageous market and the assumptions that market participants would use when pricing, such as inherent risk, restrictions on sale and risk of nonperformance. The fair value hierarchy is based upon the observability of inputs used in valuation techniques. Observable inputs (highest level) reflect market data obtained from independent sources, while unobservable inputs (lowest level) reflect internally developed market assumptions. The fair value measurements are classified under the following hierarchy:

Level 1 — Quoted prices for identical instruments in active markets.

Level 2 — Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations in which all significant inputs or significant value-drivers are observable in active markets.

Level 3 — Model-derived valuations in which one or more significant inputs or significant value-drivers are unobservable.

 

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Assets and liabilities measured at fair value on a recurring basis, excluding accrued interest components, consisted of the following types of instruments as of June 30, 2014 and March 31, 2014 (in thousands):

 

		June 30, 2014 (1)												March 31, 2014 (1)
						Fair Value Measured at Reporting Date Using												Fair Value Measured at Reporting Date Using
Description		Total				Level 1				Level 2				Total				Level 1				Level 2
		(unaudited)												(unaudited)
Money market funds (2)		$	60,810			$	60,810			$	—			$	59,706			$	59,706			$	—
Marketable equity securities (3)			3,600				3,600				—				4,158				4,158				—
Auction rate preferred securities (3)			350				—				350				350				—				350
Derivative liabilities (4)			(94	)			—				(94	)			(112	)			—				(112	)
Total		$	64,666			$	64,410			$	256			$	64,102			$	63,864			$	238

 

(1)	We did not have any recurring assets whose fair value was measured using significant unobservable inputs.

 

(2)	Included in “Cash and cash equivalents” on our unaudited condensed consolidated balance sheets.

 

(3)	Included in “Other assets” on our unaudited condensed consolidated balance sheets.

 

(4)	Included in “Accrued expenses and other current liabilities” on our unaudited condensed consolidated balance sheets.

We measure our marketable securities and derivative contracts at fair value. Marketable securities are valued using the quoted market prices and are therefore classified as Level 1 estimates.

From time to time, we use derivative instruments to manage exposures to changes in interest rates and currency exchange rates and the fair values of these instruments are recorded on the balance sheets. We have elected not to designate these instruments as accounting hedges. The changes in the fair value of these instruments are recorded in the current period’s statement of operations and are included in other income (expense), net. All of our derivative instruments are traded on over-the-counter markets where quoted market prices are not readily available. For those derivatives, we measure fair value using prices obtained from the counterparties with whom we have traded. The counterparties price the derivatives based on models that use primarily market observable inputs, such as yield curves and option volatilities. Accordingly, we classify these derivatives as Level 2. See Note 9, “Borrowing and Deferred Payment Arrangements” for further information regarding the terms of the derivative contract.

Auction rate preferred securities, or ARPS, are stated at par value based upon observable inputs including historical redemptions received from the ARPS issuers. All of our ARPS have credit ratings of at least AA, are 100% collateralized and continue to pay interest in accordance with their contractual terms. Additionally, the collateralized asset value ranges exceed the value of our ARPS by approximately 300 percent. Accordingly, the remaining ARPS balance is categorized as Level 2 for fair value measurement in accordance with the authoritative guidance provided by FASB and was recorded at full par value on the unaudited condensed consolidated balance sheets as of June 30, 2014 and March 31, 2014. We currently believe that the ARPS values are not impaired and as such, no impairment has been recognized against the investment. If future auctions fail to materialize and the credit rating of the issuers deteriorates, we may be required to record an impairment charge against the value of our ARPS.

Cash and cash equivalents are recognized and measured at fair value in our consolidated financial statements. Accounts receivable and prepaid expenses and other current assets are financial assets with carrying values that approximate fair value. Accounts payable and accrued expenses and other current liabilities are financial liabilities with carrying values that approximate fair value.

Our indebtedness for borrowed money and our installment payment obligations approximate fair value, as the interest rates either adjust according to the market rates or the interest rates approximate the market rates. The estimated fair value of these items was approximately $36.7 million and $51.6 million as of June 30, 2014 and March 31, 2014, respectively. Our indebtedness for borrowed money, which primarily consists of loans from banks, and our installment payment obligations, which consist of the deferred payments for our Acquired MCU Business, are categorized as Level 2 for fair value measurement. See Note 10, “Pension Plans” for a discussion of pension liabilities.

 

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5. Other Assets

Other assets consist of the following (in thousands):

 

		June 30,				March 31,
		2014				2014
		(unaudited)
Marketable equity securities		$	3,600			$	4,158
Auction rate preferred securities			350				350
Long-term equity investments			5,836				5,921
Other items			582				1,352
Total		$	10,368			$	11,781

6. Inventories

Inventories consist of the following (in thousands):

 

		June 30,				March 31,
		2014				2014
		(unaudited)
Raw materials		$	21,753			$	19,957
Work in process			44,138				44,165
Finished goods			30,322				28,906
Total		$	96,213			$	93,028

7. Accrued Expenses and Other Current Liabilities

Accrued expenses and other current liabilities consist of the following (in thousands):

 

		June 30,				March 31,
		2014				2014
		(unaudited)
Uninvoiced goods and services		$	9,811			$	9,098
Compensation and benefits			7,391				6,880
Income taxes			283				—
Short-term installment payment obligation			15,513				30,781
Commission, royalties and other			3,900				3,407
Total		$	36,898			$	50,166

8. Goodwill and Intangible Assets

Goodwill represents the excess of the purchase price over the estimated fair value of the net assets acquired in connection with our acquisitions. The acquisition of the Acquired MCU Business was completed on June 27, 2013 and resulted in goodwill of $25.2 million. We recorded preliminary goodwill of $2.8 million related to an acquisition completed during the quarter ended June 30, 2014.

Identified intangible assets of our company consisted of the following as of June 30, 2014 (in thousands):

 

		Gross Intangible Assets				Accumulated Amortization				Net Intangible Assets
						(unaudited)
Developed intellectual property		$	16,304			$	5,759			$	10,545
Customer relationships			13,020				9,560				3,460
Contract backlog			7,155				7,155				—
Other intangible assets			1,608				973				635
Total identifiable intangible assets		$	38,087			$	23,447			$	14,640

 

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Identified intangible assets of our company consisted of the following as of March 31, 2014 (in thousands):

 

		Gross Intangible Assets				Accumulated Amortization				Net Intangible Assets
						(unaudited)
Developed intellectual property		$	16,304			$	4,984			$	11,320
Customer relationships			13,020				8,695				4,325
Contract backlog			7,155				7,155				—
Other intangible assets			1,608				906				702
Total identifiable intangible assets		$	38,087			$	21,740			$	16,347

9. Borrowing and Deferred Payment Arrangements

Bank of the West

On December 6, 2013, we entered into an Amended and Restated Credit Agreement with Bank of the West, or BOTW, for a revolving line of credit of $50.0 million. All amounts owed under the credit agreement are due and payable on November 30, 2015. Borrowings may be repaid and re-borrowed at any time during the term of the credit agreement. The obligations are guaranteed by two of our subsidiaries. At June 30, 2014, the outstanding principal balance under the credit agreement was $15.0 million.

The credit agreement provides different interest rate alternatives under which we may borrow funds. We may elect to borrow based on LIBOR plus a margin, an alternative base rate plus a margin or a floating rate plus a margin. The margin can range from 0.75% to 2.5%, depending on interest rate alternatives and on our leverage of liabilities to effective tangible net worth. The effective interest rate as of June 30, 2014 was 1.94%. An unused commitment fee is also payable. It ranges from 0.25% to 0.625%, depending on leverage.

The credit agreement is subject to a set of financial covenants, including minimum effective tangible net worth, the ratio of cash, cash equivalents and accounts receivable to current liabilities, profitability, a leverage ratio and a minimum amount of U.S. domestic cash on hand. At June 30, 2014, we complied with all of these financial covenants.

The credit agreement also includes a $3.0 million letter of credit subfacility. See Note 16, “Commitments and Contingencies” for further information regarding the terms of the subfacility.

IKB Deutsche Industriebank

On June 10, 2005, IXYS Semiconductor GmbH, our German subsidiary, borrowed €10.0 million, or about $12.2 million at the time, from IKB Deutsche Industriebank. This loan is partially collateralized by a security interest in our facility in Lampertheim, Germany and is expected to be paid in full on June 30, 2020. The outstanding balance at June 30, 2014 was €4 million, or $5.5 million.

The interest rate on the loan is determined by adding the then effective three month Euribor rate and a margin. The margin can range from 0.7% to 1.25%, depending on the calculation of a ratio of indebtedness to cash flow for our German subsidiary. In June 2010, we entered into an interest rate swap agreement commencing June 30, 2010. The swap agreement has a fixed interest rate of 1.99% and expires on June 30, 2015. The effective interest rate on the loan as of June 30, 2014 was 2.69%. The swap is not designated as a hedge in the financial statements. See Note 4, “Fair Value” for further information regarding the derivative contract.

During each fiscal quarter, a principal payment of €167,000, or about $228,000, and a payment of accrued interest are required. Financial covenants for a ratio of indebtedness to cash flow, a ratio of equity to total assets and a minimum stockholders’ equity for the German subsidiary must be satisfied for the loan to remain in good standing. The loan may be prepaid in whole or in part at the end of a fiscal quarter without penalty. At June 30, 2014, we complied with the financial covenants. The loan is partially collateralized by a security interest in the facility owned by our company in Lampertheim, Germany.

Acquired MCU Business Deferred Payments

We were obligated to pay $30.0 million in two installment payments of $15.0 million each as partial purchase price for the Acquired MCU Business. The first installment and interest were paid on June 26, 2014 and the second installment is due on December 31, 2014. The installments bear simple interest at a variable annual rate equal to six-month LIBOR plus a 3 percentage point margin. The deferred payments and interest accruals are included in “Accrued expenses and other current liabilities” on our unaudited condensed consolidated balance sheets. The effective interest rate of the deferred payments as of June 30, 2014 was 3.33%.

 

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Loans Assumed from Business Acquisition

We assumed loans of approximately €459,000, or $632,000, related to an acquisition completed during the quarter ended June 30, 2014. The assumed borrowings were non-interest loans from government agencies to support the research and development activities with maturity dates varying from fiscal 2017 to fiscal 2021, other than a loan of €72,000 from Caixabank, S.A.

10. Pension Plans

We maintain three defined benefit pension plans: one for United Kingdom employees, one for German employees, and one for Philippine employees. We deposit funds for these plans, consistent with the requirements of local law, with investment management companies, insurance companies, banks or trustees and/or accrue for the unfunded portion of the obligations. The measurement date for the projected benefit obligations and the plan assets is March 31. The United Kingdom and German plans have been curtailed. As such, the plans are closed to new entrants and no credit is provided for additional periods of service. The German plan was held by a separate legal entity. As of June 30, 2014, the German defined benefit plan was completely unfunded. We expect to contribute approximately $1.1 million to the United Kingdom and the Philippines plans in the fiscal year ending March 31, 2015. This contribution is primarily contractual.

The net periodic pension expense includes the following components (in thousands):

 

		Three Months Ended June 30,
		2014				2013
		(unaudited)
Service cost		$	26			$	28
Interest cost on projected benefit obligation			473				458
Expected return on plan assets			(497	)			(409	)
Recognized actuarial loss			18				56
Net periodic pension expense		$	20			$	133

Information on Plan Assets

We report and measure the plan assets of our defined benefit pension plans at fair value. The table below sets forth the fair value of our plan assets as of June 30, 2014 and March 31, 2014, using the same three-level hierarchy of fair-value inputs described in Note 4, “Fair Value” (in thousands):

 

		June 30, 2014																March 31, 2014
Description		Level 1				Level 2				Level 3				Total				Level 1				Level 2				Level 3				Total
		(unaudited)																(unaudited)
Cash and cash funds		$	2,467			$	—			$	—			$	2,467			$	1,523			$	—			$	—			$	1,523
Currency contracts			—				18				—				18				—				(4	)			—				(4	)
Equity			20,294				470				6				20,770				20,946				439				2				21,387
Fixed interest			777				6,015				2				6,794				749				5,323				1				6,073
Mortgage backed securities			—				16				—				16				—				15				—				15
Swaps and other			—				26				—				26				1				18				—				19
Total		$	23,538			$	6,545			$	8			$	30,091			$	23,219			$	5,791			$	3			$	29,013

11. Employee Equity Incentive Plans

Stock Purchase and Stock Option Plans

The 2009 Equity Incentive Plan, the 2011 Equity Incentive Plan and the 2013 Equity Incentive Plan

On September 10, 2009, our stockholders approved the 2009 Equity Incentive Plan, or the 2009 Plan, under which 900,000 shares of our common stock are reserved for the grant of stock options and other equity incentives. On September 16, 2011, our stockholders approved the 2011 Equity Incentive Plan, or the 2011 Plan, under which 600,000 shares of our common stock are reserved for the grant of stock options and other equity incentives. On August 30, 2013, our stockholders approved the 2013 Equity Incentive Plan, or the 2013 Plan, under which 2,000,000 shares of our common stock are reserved for the grant of stock options and other equity incentives. The 2009 Plan, the 2011 Plan and the 2013 Plan are referred to as the Plans.

 

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Stock Options

Under the Plans, nonqualified and incentive stock options may be granted to employees, consultants and non-employee directors. Generally, the per share exercise price shall not be less than 100% of the fair market value of a share on the grant date. The Board of Directors has the full power to determine the provisions of each option issued under the Plans. While we may grant options that become exercisable at different times or within different periods, we have primarily granted options that vest over four years. The options, once granted, expire ten years from the date of grant.

Stock Awards

Stock awards, denominated restricted stock under the 2009 Plan and the 2011 Plan, may be granted to any employee, director or consultant under the Plans. Pursuant to a stock award, we will issue shares of common stock. Shares that are subject to restriction will be released from restriction if certain requirements, including continued performance of services, are met.

Stock Appreciation Rights

Awards of stock appreciation rights, or SARs, may be granted to employees, consultants and nonemployee directors pursuant to the Plans. A SAR is payable on the difference between the market price at the time of exercise and the exercise price at the date of grant. In any event, the exercise price of a SAR shall not be less than 100% of the fair market value of a share on the grant date and shall expire no later than ten years from the grant date. Upon exercise, the holder of a SAR shall be entitled to receive payment either in cash or a number of shares by dividing such cash amount by the fair market value of a share on the exercise date.

Restricted Stock Units

Restricted stock units, denominated performance units in the 2009 Plan, may be granted to employees, consultants and nonemployee directors under the Plans. Each restricted stock unit shall have a value equal to the fair market value of one share. After the applicable performance period has ended, the holder will be entitled to receive a payment, either in cash or in the form of shares, based on the number of restricted stock units earned over the performance period, to be determined as a function of the extent to which the corresponding performance goals or other vesting provisions have been achieved.

Employee Stock Purchase Plan

The Board of Directors has approved the Amended and Restated 1999 Employee Stock Purchase Plan, or the Purchase Plan, and reserved a total of 1,550,000 shares of common stock for issuance under the Purchase Plan. Under the Purchase Plan, all eligible employees may purchase our common stock at a price equal to 85% of the lower of the fair market value at the beginning of the offer period or the semi-annual purchase date. Stock purchases are limited to 15% of an employee’s eligible compensation. During the three months ended June 30, 2014, there were 50,417 shares purchased under the Purchase Plan, leaving approximately 37,073 shares available for purchase under the plan in the future, pending stockholder approval of additional shares at the upcoming annual meeting.

Stock-Based Compensation

The following table summarizes the effects of stock-based compensation charges (in thousands):

 

		Three Months Ended June 30,
Statement of Operations Classifications		2014				2013
		(unaudited)
Cost of goods sold		$	108			$	166
Research, development and engineering			189				208
Selling, general and administrative expenses			384				297
Stock-based compensation effect in income before taxes			681				671
Provision for income taxes (1)			211				208
Net stock-based compensation effects in net income		$	470			$	463

 

(1)	Estimated at a statutory income tax rate of 31% in fiscal year 2015 and 2014, respectively.

During the three months ended June 30, 2014, the unaudited condensed consolidated statements of operations and cash flows do not reflect any tax benefit for the tax deduction from option exercises and other awards. As of June 30, 2014, approximately $5.1 million in stock-based compensation is to be recognized for unvested stock options granted under our equity incentive plans. The unrecognized compensation cost is expected to be recognized over a weighted average period of 2.5 years.

 

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The Black-Scholes option pricing model is used to estimate the fair value of options granted under our equity incentive plans and rights to acquire stock granted under our stock purchase plan. The weighted average estimated fair values of employee stock option grants and rights granted under the 1999 Employee Stock Purchase Plan, as well as the weighted average assumptions that were used in calculating such values during the three months ended June 30, 2014 and 2013, were based on estimates at the date of grant as follows:

 

		Stock Options (1)								Purchase Plan
		Three Months Ended June 30,								Three Months Ended June 30,
		2014				2013				2014				2013
		(unaudited)								(unaudited)
Weighted average estimated fair value of grant per share		$	na			$	na			$	2.90			$	2.60
Risk-free interest rate			na				na				0.1	%			0.1	%
Expected term in years			na				na				0.5				0.5
Volatility			na				na				34.5	%			38.5	%
Dividend yield			na				na				1.06	%			0	%

 

(1)	No stock options were granted during the quarters ended June 30, 2014 and 2013.

Activity with respect to outstanding stock options for the three months ended June 30, 2014 was as follows:

 

		Number of Shares				Weighted Average Exercise Price Per Share				Intrinsic Value (000) (1)
		(unaudited)
Balance at March 31, 2014			5,201,635			$	10.22
Options granted			—			$	—
Options exercised			(33,750	)		$	9.67			$	77
Options cancelled			(56,250	)		$	11.13
Options expired			(5,000	)		$	8.36
Balance at June 30, 2014			5,106,635			$	10.21
Exercisable at June 30, 2014			3,970,885			$	10.03
Exercisable at March 31, 2014			3,865,885			$	10.00

 

(1)	Represents the difference between the exercise price and the value of our common stock at the time of exercise.

 

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12. Accumulated Other Comprehensive Income

The components and the changes in accumulated other comprehensive income, net of tax, for the three months ended June 30, 2014 and 2013 were as follows (in thousands):

 

		Foreign Currency				Unrealized Gains on Securities				Defined Benefit Pension Plans				Accumulated Other Comprehensive Income
		(unaudited)
Balance as of March 31, 2014		$	10,535			$	325			$	(5,831	)		$	5,029
Other comprehensive income (loss) before reclassifications			(280	)			(288	)			—				(568	)
Net losses (gains) reclassified from accumulated other comprehensive income			—				(19	)			—				(19	)
Net current period other comprehensive income (loss)			(280	)			(307	)			—				(587	)
Balance as of June 30, 2014		$	10,255			$	18			$	(5,831	)		$	4,442
		Foreign Currency				Unrealized Gains (Losses) on Securities				Defined Benefit Pension Plans				Accumulated Other Comprehensive (Loss)
		(unaudited)
Balance as of March 31, 2013		$	2,982			$	60			$	(6,135	)		$	(3,093	)
Other comprehensive income (loss) before reclassifications			1,356				(285	)			—				1,071
Net losses (gains) reclassified from accumulated other comprehensive income			—				(58	)			—				(58	)
Net current period other comprehensive income (loss)			1,356				(343	)			—				1,013
Balance as of June 30, 2013		$	4,338			$	(283	)		$	(6,135	)		$	(2,080	)

The amounts reclassified out of accumulated other comprehensive income (loss) for the three months ended June 30, 2014 and 2013 are as follows (in thousands):

 

Accumulated Other Comprehensive Income Components		Amount Reclassified from Accumulated Other Comprehensive Income								Impacted Line Item on Consolidated Income Statements
		Three Months Ended June 30,
		2014				2013
		(unaudited)
Net gain on investments		$	30			$	89			Other income (expense), net
Tax impact			(11	)			(31	)		Provision for income tax
Total reclassifications for the period		$	19			$	58			Income before income tax provision

 

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13. Computation of Earnings per Share

Basic and diluted earnings per share are calculated as follows (in thousands, except per share amounts):

 

		Three Months Ended June 30,
		2014				2013
		(unaudited)
Net income		$	3,575			$	1,979
Weighted average shares—basic			31,379				30,948
Weighted average shares—diluted			32,075				31,635
Net income per share—basic		$	0.11			$	0.06
Net income per share—diluted		$	0.11			$	0.06

Diluted weighted average shares includes approximately 696,000 and 687,000 common equivalent shares from stock options for the three months ended June 30, 2014 and 2013.

Basic net income available per common share is computed using net income and the weighted average number of common shares outstanding during the period. Diluted net income per common share is computed using net income and the weighted average number of common shares outstanding, assuming dilution, which includes potentially dilutive common shares outstanding during the period. Potentially dilutive common shares include the assumed exercise of stock options and assumed vesting of restricted stock units using the treasury stock method. During the three months ended June 30, 2014 and 2013, there were outstanding weighted average options to purchase 2,630,332 and 2,657,320 shares, respectively, that were not included in the computation of diluted net income per share since the exercise prices of the options exceeded the market price of the common stock. These options could dilute earnings per share in future periods if the market price of the common stock increases.

14. Segment and Geographic Information

We have a single operating segment. This operating segment is comprised of semiconductor products used primarily in power-related applications. While we have separate legal subsidiaries with discrete financial information, we have one chief operating decision maker with highly integrated businesses. Our net revenues by major geographic area (based on destination) were as follows (in thousands):

 

		Three Months Ended June 30,
		2014				2013
		(unaudited)
United States		$	22,504			$	21,558
Europe and the Middle East
France			1,852				1,303
Germany			8,449				7,653
Italy			1,473				973
Sweden			1,285				1,380
Switzerland			818				1,037
United Kingdom			5,379				5,336
Other			6,969				6,237
Asia Pacific
China			20,402				14,674
Japan			1,801				1,705
Korea			6,439				1,864
Malaysia			1,632				703
Singapore			3,157				2,593
Other			3,158				1,499
Rest of the World
India			1,249				1,348
Other			1,513				1,323
Total		$	88,080			$	71,186

 

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The following table sets forth net revenues for each of our product groups for the three months ended June 30, 2014 and 2013 (in thousands):

 

		Three Months Ended June 30,
		2014				2013
		(unaudited)
Power semiconductors		$	57,968			$	51,666
Integrated circuits			23,882				13,655
Systems and RF power semiconductors			6,230				5,865
Total		$	88,080			$	71,186

For the three months ended June 30, 2014 and 2013, two distributors accounted for over 10% of our net revenues. One distributor accounted for 10.7% and 12.9% of our net revenues, respectively, and another distributor accounted for 10.4% and 11.6% of our net revenues, respectively.

15. Income Taxes

For the three months ended June 30, 2014 and 2013, we recorded income tax provisions of $1.5 million and $926,000, reflecting effective tax rates of 30.2% and 31.9%, respectively. For both periods, the effective tax rates reflected estimates of annual income in domestic and foreign jurisdictions, as adjusted by certain tax items.

16. Commitments and Contingencies

Legal Proceedings

We are currently involved in a variety of legal matters that arise in the normal course of business. Based on information currently available, management does not believe that the ultimate resolution of these matters will have a material adverse effect on our financial condition, results of operations and cash flows. Were an unfavorable ruling to occur, there exists the possibility of a material adverse impact on the results of operations of the period in which the ruling occurs.

Bank of the West

On December 6, 2013, we entered into an Amended and Restated Credit Agreement with BOTW, for a revolving line of credit of $50.0 million. All amounts owed under the credit agreement are due and payable on November 30, 2015. Borrowings may be repaid and re-borrowed at any time during the term of the credit agreement. The obligations are guaranteed by two of our subsidiaries. The credit agreement includes a letter of credit subfacility, under which BOTW agrees to issue letters of credit of up to $3.0 million. However, borrowing under this subfacility is limited to the extent of availability under the $50.0 million revolving line of credit. At June 30, 2014, the outstanding principal balance under the credit agreement was $15.0 million. See Note 9, “Borrowing and Deferred Payment Arrangements” for further information regarding the terms of the credit agreement.

Acquired MCU Business Deferred Payments

We were obligated to pay $30.0 million in two installment payments of $15.0 million each as partial purchase price for the acquisition of the Acquired MCU Business. The first installment and interest were paid on June 26, 2014 and the second installment is due on December 31, 2014. See Note 3, “Business Combinations” and Note 9, “Borrowing and Deferred Payment Arrangements” for further information regarding the acquisition and the payment information.

Other Commitments and Contingencies

On occasion, we provide limited indemnification to customers against intellectual property infringement claims related to our products. To date, we have not experienced significant activity or claims related to such indemnifications. We also provide in the normal course of business indemnification to our officers, directors and selected parties. We are unable to estimate any potential future liability, if any. Therefore, no liability for these indemnification agreements has been recorded as of June 30, 2014 and March 31, 2014.

 

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

This discussion contains forward-looking statements, which are subject to certain risks and uncertainties, including, without limitation, those described elsewhere in this Form 10-Q and, in particular, in Item 1A of Part II hereof. Actual results may differ materially from the results discussed in the forward-looking statements. For a discussion of risks that could affect future results, see “Item 1A. Risk Factors”. All forward-looking statements included in this document are made as of the date hereof, based on the information available to us as of the date hereof, and we assume no obligation to update any forward-looking statement, except as may be required by law.

Overview

We are a multi-market integrated semiconductor company. Our three principal product groups are: power semiconductors; integrated circuits, or ICs; and systems and radio frequency, or RF, power semiconductors.

Our power semiconductors improve system efficiency and reliability by converting electricity at relatively high voltage and current levels into the finely regulated power required by electronic products. We focus on the market for power semiconductors that are capable of processing greater than 200 watts of power.

We also design, manufacture and sell integrated circuits for a variety of applications. Our analog and mixed-signal ICs are principally used in telecommunications applications. Our mixed-signal application-specific ICs, or ASICs, address the requirements of the medical imaging equipment and display markets. Our power management and control ICs are used in conjunction with our power semiconductors. Our microcontrollers provide application-specific, embedded system-on-chip, or SoC, solutions for the industrial and consumer markets.

Our systems include laser diode drivers, high voltage pulse generators and modulators, and high power subsystems, sometimes known as stacks, that are principally based on our high power semiconductor devices. Our RF power semiconductors enable circuitry that amplifies or receives radio frequencies in wireless and other microwave communication applications, medical imaging applications and defense and space applications.

In the quarter ended June 30, 2014, our revenues decreased by approximately $1.8 million as compared to the immediately preceding quarter. Our revenues from sales of power semiconductors, systems and ICs decreased, while our revenues from sales of RF power semiconductors increased. Comparing the same periods, sales to major application markets decreased, except the industrial and commercial market. Geographically, sales to the United States and Asia Pacific areas decreased while sales to Europe increased. Gross profit margin increased slightly due to a shift in product mix. During the quarter ended June 30, 2014, the proportion of our revenues obtained through distribution increased as compared to the quarter ended March 31, 2014, primarily because revenues shifted to applications that are traditionally purchased through distributors, such as industrial and commercial applications.

We expect our selling, general and administrative expenses, or SG&A expenses, and our research, development and engineering expenses, or R&D expenses, to remain relatively flat in the quarter ended September 30, 2014.

Critical Accounting Policies and Significant Management Estimates

The discussion and analysis of our financial condition and results of operations are based upon our unaudited condensed consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of these financial statements requires management to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosures of contingent assets and liabilities. On an ongoing basis, management evaluates the reasonableness of its estimates. Management bases its estimates on historical experience and on various assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily available from other sources. Actual results may differ materially from these estimates under different assumptions or conditions.

We believe the following critical accounting policies require that we make significant judgments and estimates in preparing our consolidated financial statements.

Revenue recognition. Revenue is recognized when there is persuasive evidence that an arrangement exists, when delivery has occurred, when the price to the buyer is fixed or determinable and when collectability of the receivable is reasonably assured. These elements are met when title to the products is passed to the buyer, which is generally when product is shipped to the customer with sale terms ex-works, or EXW, or when product is delivered to the customer with sale terms delivered duty paid, or DDP.

 

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We sell to distributors and original equipment manufacturers, or OEMs. Approximately 56.9% of our revenues in the three months ended June 30, 2014 and 57.4% of our net revenues in the three months ended June 30, 2013 were from distributors. We provide some of our distributors with the following programs: stock rotation and ship and debit.

Reserves for sales returns and allowances, including allowances for so called “ship and debit” transactions, are recorded at the time of shipment, based on historical levels of returns and current economic trends and changes in customer demand.

Accounts receivable from distributors are recognized and inventory is relieved when title to inventories transfer, typically upon shipment from us, at which point we have a legally enforceable right to collection under normal payment terms. Under certain circumstances, where we are not able to reasonably and reliably estimate the actual returns, revenues and costs relating to distributor sales are deferred until products are sold by the distributors to the distributor’s end customers. Deferred amounts are presented net and included under “Accrued expenses and other liabilities.”

We state our revenues net of any taxes collected from customers that are required to be remitted to the various government agencies. The amount of taxes collected from customers and payable to government is included under “Accrued expenses and other liabilities.” Shipping and handling costs are included in cost of sales.

Allowance for sales returns. We maintain an allowance for sales returns for estimated product returns by our customers. We estimate our allowance for sales returns based on our historical return experience, current economic trends, changes in customer demand, known returns we have not received and other assumptions. If we were to make different judgments or utilize different estimates, the amount and timing of our revenue could be materially different. Given that our revenues consist of a high volume of relatively similar products, to date our actual returns and allowances have not fluctuated significantly from period to period, and our returns provisions have historically been reasonably accurate. This allowance is included as part of the accounts receivable allowance on the balance sheet and as a reduction of revenues in the statement of operations.

Allowance for stock rotation. We also provide “stock rotation” to select distributors. The rotation allows distributors to return a percentage of the previous six months’ sales in exchange for orders of an equal or greater amount. In the three months ended June 30, 2014 and 2013, approximately $838,000 and $531,000, respectively, of products were returned to us under the program. We establish the allowance for all sales to distributors except in cases where the revenue recognition is deferred and recognized upon sale by the distributor of products to the end-customer. The allowance, which is management’s best estimate of future returns, is based upon the historical experience of returns and inventory levels at the distributors. This allowance is included as part of the accounts receivable allowance on the balance sheet and as a reduction of revenues in the statement of operations. Should distributors increase stock rotations beyond our estimates, our statements would be adversely affected.

Allowance for ship and debit. Ship and debit is a program designed to assist distributors in meeting competitive prices in the marketplace on sales to their end-customers. Ship and debit requires a request from the distributor for a pricing adjustment for a specific part for a customer sale to be shipped from the distributor’s stock. We have no obligation to accept this request. However, it is our historical practice to allow some companies to obtain pricing adjustments for inventory held. We receive periodic statements regarding our products held by our distributors. Ship and debit authorizations may cover current and future distributor activity for a specific part for sale to distributor’s customer. At the time we record sales to distributors, we provide an allowance for the estimated future distributor activity related to such sales since it is probable that such sales to distributors will result in ship and debit activity. The sales allowance requirement is based on sales during the period, credits issued to distributors, distributor inventory levels, historical trends, market conditions, pricing trends we see in our direct sales activity with original equipment manufacturers and other customers, and input from sales, marketing and other key management. We believe that the analysis of these inputs enable us to make reliable estimates of future credits under the ship and debit program. This analysis requires the exercise of significant judgments. Our actual results to date have approximated our estimates. At the time the distributor ships the part from stock, the distributor debits us for the authorized pricing adjustment. This allowance is included as part of the accounts receivable allowance on the balance sheet and as a reduction of revenues in the statement of operations. If competitive pricing were to decrease sharply and unexpectedly, our estimates might be insufficient, which could significantly adversely affect our operating results.

Additions to the ship and debit allowance are estimates of the amount of expected future ship and debit activity related to sales during the period and reduce revenues and gross profit in the period. The following table sets forth the beginning and ending balances of, additions to, and deductions from, our allowance for ship and debit during the three months ended June 30, 2014 (in thousands):

 

		(unaudited)
Balance at March 31, 2014		$	1,071
Additions			1,575
Deductions			(1,474	)
Balance at June 30, 2014		$	1,172

 

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Allowance for doubtful accounts. We maintain an allowance for doubtful accounts for estimated losses from the inability of our customers to make required payments. We evaluate our allowance for doubtful accounts based on the aging of our accounts receivable, the financial condition of our customers and their payment history, our historical write-off experience and other assumptions. If we were to make different judgments of the financial condition of our customers or the financial condition of our customers were to deteriorate, resulting in an impairment of their ability to make payments, additional allowances may be required. This allowance is reported on the balance sheet as part of the accounts receivable allowance and is included on the statement of operations as part of selling, general and administrative expenses. This allowance is based on historical losses and management’s estimates of future losses.

Inventories. Inventories are recorded at the lower of standard cost, which approximates actual cost on a first-in-first-out basis, or market value. Our accounting for inventory costing is based on the applicable expenditure incurred, directly or indirectly, in bringing the inventory to its existing condition. Such expenditures include acquisition costs, production costs and other costs incurred to bring the inventory to its use. As it is impractical to track inventory from the time of purchase to the time of sale for the purpose of specifically identifying inventory cost, our inventory is, therefore, valued based on a standard cost, given that the materials purchased are identical and interchangeable at various production processes. We review our standard costs on an as-needed basis but in any event at least once a year, and update them as appropriate to approximate actual costs. The authoritative guidance provided by FASB requires certain abnormal expenditures to be recognized as expenses in the current period instead of capitalized in inventory. It also requires that the amount of fixed production overhead allocated to inventory be based on the normal capacity of the production facilities.

We typically plan our production and inventory levels based on internal forecasts of customer demand, which are highly unpredictable and can fluctuate substantially. The value of our inventories is dependent on our estimate of future demand as it relates to historical sales. If our projected demand is overestimated, we may be required to reduce the valuation of our inventories below cost. We regularly review inventory quantities on hand and record an estimated provision for excess inventory based primarily on our historical sales and expectations for future use. We also recognize a reserve based on known technological obsolescence, when appropriate. Actual demand and market conditions may be different from those projected by our management. This could have a material effect on our operating results and financial position. If we were to make different judgments or utilize different estimates, the amount and timing of our write-down of inventories could be materially different. For example, during the fourth quarter of fiscal 2009, we examined our inventory and as a consequence of the dramatic retrenchment in some of our markets, certain of our inventory that normally would not be considered excess was considered as such. Therefore, we booked additional charges of about $14.9 million to recognize this exposure.

Excess inventory frequently remains saleable. When excess inventory is sold, it yields a gross profit margin of up to 100%. Sales of excess inventory have the effect of increasing the gross profit margin beyond that which would otherwise occur, because of previous write-downs. Once we have written down inventory below cost, we do not write it up when it is subsequently utilized, sold or scrapped. We do not physically segregate excess inventory nor do we assign unique tracking numbers to it in our accounting systems. Consequently, we cannot isolate the sales prices of excess inventory from the sales prices of non-excess inventory. Therefore, we are unable to report the amount of gross profit resulting from the sale of excess inventory or quantify the favorable impact of such gross profit on our gross profit margin.

The following table provides information on our excess and obsolete inventory reserve charged against inventory at cost (in thousands):

 

		(unaudited)
Balance at March 31, 2014		$	24,304
Utilization or sale			(282	)
Scrap			(1,401	)
Additional accrual			1,102
Foreign currency translation adjustments			(20	)
Balance at June 30, 2014		$	23,703

The practical efficiencies of wafer fabrication require the manufacture of semiconductor wafers in minimum lot sizes. Often, when manufactured, we do not know whether or when all the semiconductors resulting from a lot of wafers will sell. With more than 10,000 different part numbers for semiconductors, excess inventory resulting from the manufacture of some of those semiconductors will be continual and ordinary. Because the cost of storage is minimal when compared to potential value and because our products do not quickly become obsolete, we expect to hold excess inventory for potential future sale for years. Consequently, we have no set time line for the utilization, sale or scrapping of excess inventory.

In addition, our inventory is also being written down to the lower of cost or market or net realizable value. We review our inventory listing on a quarterly basis for an indication of losses being sustained for costs that exceed selling prices less direct costs to sell. When it is evident that our selling price is lower than current cost, inventory is marked down accordingly. At June 30, 2014, our lower of cost or market reserve was $498,000.

 

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Furthermore, we perform an annual inventory count and periodic cycle counts for specific parts that have a high turnover. We also periodically identify any inventory that is no longer usable and write it off.

Valuation of Goodwill and Intangible Assets. Goodwill represents the excess of the purchase price over the estimated fair value of the net assets acquired. The costs of acquired intangible assets are recorded at fair value at acquisition. Intangible assets with finite lives are amortized using the straight-line method or accelerated method over their estimated useful lives and evaluated for impairment in accordance with the authoritative guidance provided by FASB.

Goodwill and intangible assets with indefinite lives are carried at fair value and reviewed at least annually for an impairment charge during the quarter ending March 31, or more frequently if events and circumstances indicate that the asset might be impaired, in accordance with the authoritative guidance provided by FASB. We first assess qualitative factors to determine whether it is necessary to perform the two-step fair value-based impairment test described below. If we believe that, as a result of its qualitative assessment, it is more likely than not that the fair value of a reporting unit is less than its carrying amount, the quantitative impairment test is required. Otherwise, no further testing is required.

Under the quantitative approach, there are two steps in the determination of the impairment of goodwill. The first step compares the carrying amount of the net assets to the fair value of the reporting unit. The second step, if necessary, recognizes an impairment loss to the extent the carrying value of the reporting unit’s net assets exceed the implied fair value of goodwill. An impairment loss would be recognized to the extent that the carrying amount exceeds the fair value of the reporting unit.

We use the income approach, based on estimated future cash flows, to perform the quantitative goodwill impairment test when and if required. Determining the fair value of a reporting unit is judgmental in nature and involves the use of significant estimates and assumptions. These estimates and assumptions include revenue growth rates and operating margins used to calculate projected future cash flows, discount rates and future economic and market conditions. Our estimates are based upon assumptions believed to be reasonable, but which are inherently uncertain and unpredictable. By their nature, these assumptions would not reflect unanticipated events and circumstances that may occur. Due to the significant unobservable inputs inherent in discounted cash flow methodologies, this method is classified as Level 3 in the fair value hierarchy.

We assess the recoverability of the finite-lived intangible assets by examining the occurrences of certain events or changes of circumstances that indicate that the carrying amounts may not be recoverable. After our initial assessment, if it is necessary, we perform the impairment test by determining whether the estimated undiscounted cash flows attributable to the assets in question are less than their carrying values. Impairment losses, if any, are measured as the amount by which the carrying values of the assets exceed their fair value and are recognized in operating results. If a useful life is determined to be shorter than originally estimated, we accelerate the rate of amortization and amortize the remaining carrying value over the new shorter useful life.

See Note 8, “Goodwill and Intangible Assets” for a further discussion of the impairment analysis of goodwill and the related charges recorded.

Income tax. As part of the process of preparing our consolidated financial statements, we are required to estimate our income taxes in each of the jurisdictions in which we operate. This process involves estimating our actual current tax exposure together with assessing temporary differences resulting from differing treatment of items for tax and accounting purposes. These differences result in deferred tax assets and liabilities, which are included within our unaudited condensed consolidated balance sheets. We then assess the likelihood that our deferred tax assets will be recovered from future taxable income and, to the extent we believe that recovery is not likely, we establish a valuation allowance. A valuation allowance reduces our deferred tax assets to the amount that management estimates is more likely than not to be realized. In determining the amount of the valuation allowance, we consider income over recent years, estimated future taxable income, feasible tax planning strategies and other factors in each taxing jurisdiction in which we operate. If we determine that it is more likely than not that we will not realize all or a portion of our remaining deferred tax assets, then we will increase our valuation allowance with a charge to income tax expense. Conversely, if we determine that it is likely that we will ultimately be able to utilize all or a portion of the deferred tax assets for which a valuation allowance has been provided, then the related portion of the valuation allowance will reduce income tax expense. Significant management judgment is required in determining our provision for income taxes and potential tax exposures, our deferred tax assets and liabilities and any valuation allowance recorded against our net deferred tax assets. In the event that actual results differ from these estimates or we adjust these estimates in future periods, we may need to establish a valuation allowance, which could materially impact our financial position and results of operations. Our ability to utilize our deferred tax assets and the need for a related valuation allowance are monitored on an ongoing basis.

Furthermore, computation of our tax liabilities involves examining uncertainties in the application of complex tax regulations. We recognize liabilities for uncertain tax positions based on the two-step process as prescribed by the authoritative guidance provided by FASB. The first step is to evaluate the tax position for recognition by determining if there is sufficient available evidence to indicate if

 

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it is more likely than not that the position will be sustained on audit, including resolution of any related appeals or litigation processes. The second step requires us to measure and determine the approximate amount of the tax benefit at the largest amount that is more than 50% likely of being realized upon ultimate settlement with the tax authorities. It is inherently difficult and requires significant judgment to estimate such amounts, as this requires us to determine the probability of various possible outcomes. We reexamine these uncertain tax positions on a quarterly basis. This reassessment is based on various factors during the period including, but not limited to, changes in worldwide tax laws and treaties, changes in facts or circumstances, effectively settled issues under audit and any new audit activity. A change in recognition or measurement would result in the recognition of a tax benefit or an additional charge to the tax provision in the period.

Recent Accounting Pronouncements

For a description of recent accounting pronouncements, including the expected dates of adoption and estimated effects, if any, on our unaudited condensed consolidated financial statements, see Note 2, “Recent Accounting Pronouncements and Accounting Changes” in the Notes to Unaudited Condensed Consolidated Financial Statements of this Form 10-Q.

Results of Operations — Three Months Ended June 30, 2014 and 2013

The following table sets forth selected consolidated statements of operations data for the fiscal periods indicated and the percentage change in such data from period to period. These historical operating results may not be indicative of the results for any future period.

 

		Three Months Ended June 30,
		2014				% change				2013
		(unaudited)
		(000)								(000)
Net revenues		$	88,080				23.7			$	71,186
Cost of goods sold			63,080				26.0				50,049
Gross profit		$	25,000				18.3			$	21,137
Operating expenses:
Research, development and engineering		$	7,250				(5.7	)		$	7,687
Selling, general and administrative			10,764				7.2				10,043
Amortization of acquired intangible assets			1,707				593.9				246
Total operating expenses		$	19,721				9.7			$	17,976

The following table sets forth selected statements of operations data as a percentage of net revenues for the fiscal periods indicated. These historical operating results may not be indicative of the results for any future period.

 

		% of Net Revenues Three Months Ended June 30,
		2014				2013
		(unaudited)
Net revenues			100.0				100.0
Cost of goods sold			71.6				70.3
Gross profit			28.4				29.7
Operating expenses:
Research, development and engineering			8.2				10.8
Selling, general and administrative			12.3				14.1
Amortization of acquired intangible assets			1.9				0.4
Total operating expenses			22.4				25.3
Operating income			6.0				4.4
Other expense, net			(0.2	)			(0.3	)
Income before income tax			5.8				4.1
Provision for income tax			(1.7	)			(1.3	)
Net income			4.1				2.8

 

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Net Revenues.

The following table sets forth the revenues for each of our product groups for the fiscal periods indicated:

 

Revenues (1)		Three Months Ended June 30,
		2014				% change				2013
						(unaudited)
		(000)								(000)
Power semiconductors		$	57,968				12.2			$	51,666
Integrated circuits			23,882				74.9				13,655
Systems and RF power semiconductors			6,230				6.2				5,865
Total		$	88,080				23.7			$	71,186

 

(1)	Includes $368,000 and $540,000 of intellectual property revenues in integrated circuits during the quarters ended June 30, 2014 and 2013, respectively.

The following tables set forth the average selling prices, or ASPs, and units for the fiscal periods indicated:

 

Average Selling Prices		Three Months Ended June 30,
		2014				% change				2013
						(unaudited)
Power semiconductors		$	2.15				23.6			$	1.74
Integrated circuits		$	0.48				(37.7	)		$	0.77
Systems and RF power semiconductors		$	26.51				(15.0	)		$	31.20
Units		Three Months Ended June 30,
		2014				% change				2013
						(unaudited)
		(000)								(000)
Power semiconductors			26,905				(9.6	)			29,778
Integrated circuits			49,377				190.8				16,981
Systems and RF power semiconductors			235				25.0				188
Total			76,517				63.0				46,947

The following table sets forth the net revenue by geographic region for the fiscal periods indicated:

 

		Three Months Ended June 30,
		2014								2013
		Net Revenue				% of Net Revenue				Net Revenue				% of Net Revenue
		(unaudited)
		(000)								(000)
Europe and Middle East		$	26,225				29.8			$	23,919				33.6
Asia Pacific			36,589				41.5				23,038				32.3
Rest of world			2,762				3.2				2,671				3.8
International revenues		$	65,576				74.5			$	49,628				69.7
USA			22,504				25.5				21,558				30.3
Total		$	88,080				100.0			$	71,186				100.0

The 23.7% increase in net revenues in the three months ended June 30, 2014 as compared to the three months ended June 30, 2013 reflected an increase of $6.3 million, or 12.2%, in the sale of power semiconductors, an increase of $10.2 million, or 74.9%, in the sale of ICs and an increase of $365,000, or 6.2%, in the sale of systems and RF power semiconductors. The increase in power semiconductors included a $4.6 million increase in the sale of MOS products, principally to the medical market and the industrial and commercial market, and a $2.0 million increase in the sale of bipolar products, primarily to the industrial and commercial market.

 

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The increase in revenues from ICs was driven by the Acquired MCU Business. The revenues from the sale of systems and RF power semiconductors increased primarily due to increased revenues from the sale of subassemblies to the industrial and commercial market, offset by a decrease in the revenues from RF power semiconductors.

For the three months ended June 30, 2014 as compared to the three months ended June 30, 2013, the reduction in unit shipments of power semiconductors was broad-based. The unit growth in systems and RF power semiconductors was largely the result of higher shipments of RF power semiconductors. For both product groups, the changes in ASPs were primarily due to shifts in product mix, rather than changes in product prices. In the case of ICs, the addition of the Acquired MCU Business changed the product mix, which increased the unit shipments and decreased the ASP.

For the three months ended June 30, 2014 as compared to the three months ended June 30, 2013, our sales increased in all major geographic areas, including the U.S., Europe and the Middle East, and the Asia Pacific area, and to all of our major application markets, except the telecom market.

For the three months ended June 30, 2014 and 2013, two distributors accounted for over 10% of our net revenues. One distributor accounted for 10.7% and 12.9% of our net revenues, respectively, and another distributor accounted for 10.4% and 11.6% of our net revenues, respectively.

Our net revenues were reduced by allowances for sales returns, stock rotations and ship and debit. See “Critical Accounting Policies and Significant Management Estimates” elsewhere in this Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Gross Profit.

Gross profit increased to $25.0 million in the three months ended June 30, 2014 from $21.1 million in the three months ended June 30, 2013. Gross profit margin declined to 28.4% in the quarter ended June 30, 2014 from 29.7% in the quarter ended June 30, 2013. The increase in gross profit dollars was largely because of revenue growth. The lower gross profit margin was primarily due to underutilized capacity, which increased our unabsorbed manufacturing costs as a percentage of net revenues, offset by a shift in product mix to sales of higher margin products.

Our gross profit and gross profit margin were positively affected by the sale of excess inventory, which had previously been written down. See “Critical Accounting Policies and Significant Management Estimates—Inventories” elsewhere in this Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Research, Development and Engineering.

R&D expenses typically consist of internal engineering efforts for product design and development. As a percentage of net revenues, our R&D expenses for the three months ended June 30, 2014 were 8.2% as compared to 10.8% for the three months ended June 30, 2013. The decrease in the percentage primarily resulted from higher net revenues and reduced R&D expenses. Expressed in dollars, for the three months ended June 30, 2014 as compared to the same period of the prior year, our R&D expenses decreased by approximately $437,000, or 5.7%, primarily due to reduced development costs and a one-time license fee in the quarter ended June 30, 2013.

Selling, General and Administrative.

As a percentage of net revenues, our SG&A expenses for the three months ended June 30, 2014 were 12.3% as compared to 14.1% for the three months ended June 30, 2013. The decrease in the percentage primarily resulted from higher net revenues. Expressed in dollars, SG&A expenses increased by approximately $721,000, or 7.2%, in the three months ended June 30, 2014 as compared to the same period in the prior fiscal year. The increase was caused by higher selling expenses corresponding to increased revenues, offset by decreased finance and administration expenses related to reduced consulting fees.

Amortization of Acquired Intangible Assets.

During the quarter ended June 30, 2013, we completed the acquisition of the Acquired MCU Business. As a result, we recorded $24.0 million of intangible assets. We also recorded certain intangible assets during fiscal 2010 in connection with the acquisition of Zilog. For the three months ended June 30, 2014, we recorded amortization expenses on acquired intangible assets of $1.7 million as compared to $246,000 for the same period in fiscal 2013.

 

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Interest Expense.

During the three months ended June 30, 2014, our interest expenses were $410,000 as compared to $212,000 for the three and nine months ended June 30, 2013. The interest expenses during the fiscal 2015 period included the accrual of interest on the installment payments for the Acquired MCU Business.

Other Income (Expense), net.

In the quarter ended June 30, 2014, other income, net, was $208,000 as compared to other expense, net, of $83,000 in the quarter ended June 30, 2013. The difference was primarily related to fluctuations in foreign currency exchange rates. Other income, net, in the three months ended June 30, 2014 principally consisted of $224,000 in gains associated with changes in exchange rates for foreign currency transactions. Other expense, net in the three months ended June 30, 2013 consisted principally of $207,000 in losses associated with changes in exchange rates for foreign currency transactions.

Provision for Income Tax.

For the three months ended June 30, 2014 and 2013, we recorded income tax provisions of $1.5 million and $926,000, reflecting effective tax rates of 30.2% and 31.9%, respectively. For both periods, the effective tax rates reflected estimates of annual income in domestic and foreign jurisdictions, as adjusted by certain tax items.

Liquidity and Capital Resources

At June 30, 2014, cash and cash equivalents were $90.2 million as compared to $98.4 million at March 31, 2014.

Our cash provided by operating activities for the three months ended June 30, 2014 was $14.2 million, an increase of $14.4 million as compared to the $240,000 of cash used in operating activities in the comparable period of the prior year. The change in our operating cash flow was primarily due to an increase of $4.8 million in net income and total adjustments to reconcile net income, and an increase of $9.6 million in net changes in operating assets and liabilities.

The increase in net income and total adjustments to reconcile net income was principally caused by the growth in net revenues. The changes in operating assets and liabilities for the three months ended June 30, 2014 compared to the three months ended June 30, 2013 included the following: prepaid expenses and other current assets decreased due to the timing of a tax refund, inventory purchases increased to meet our production plans, accounts receivable changed in large part because of differences in the timing of recognition of revenues and accrued expenses and other liabilities increased due to an increase in income tax liabilities.

Our net cash used in investing activities for the three months ended June 30, 2014 was $6.3 million, as compared to net cash used in investing activities of $21.2 million during the three months ended June 30, 2013. During the three months ended June 30, 2014, we spent $3.4 million on the purchase of property and equipment and $2.3 million on an acquisition. During the three months ended June 30, 2013, we made a payment of $20.0 million on the acquisition of the Acquired MCU Business and we spent $1.6 million on the purchase of property and equipment.

For the three months ended June 30, 2014, net cash used in financing activities was $16.1 million, as compared to net cash used in financing activities of $441,000 in the three months ended June 30, 2013. During the three months ended June 30, 2014, we paid the first $15.0 million deferred payment for the Acquired MCU Business. In addition, we used $972,000 for principal repayment on capital lease and loan obligations and $943,000 for payments of cash dividends to stockholders, offset by proceeds from employee equity plans of $811,000. During the three months ended June 30, 2013, we used $931,000 for payments of cash dividends to stockholders and $859,000 for principal repayment on capital lease and loan obligations, offset by proceeds from employee equity plans of $1.3 million.

At June 30, 2014, capital lease obligations, loans payable and installment payment liability totalled $39.2 million. This represented 43.4% of our cash and cash equivalents and 14.3% of our stockholders’ equity.

We are obligated on a €4.0 million, or $5.5 million, loan. The loan has a term ending in June 2020, and bears a variable interest rate, dependent upon the current Euribor rate and the ratio of indebtedness to cash flow for the German subsidiary. Each fiscal quarter a principal payment of €167,000, or about $228,000, and a payment of accrued interest are required. Financial covenants for a ratio of indebtedness to cash flow, a ratio of equity to total assets and a minimum stockholders’ equity for the German subsidiary must be satisfied for the loan to remain in good standing. At June 30, 2014, we complied with all of these financial covenants. The loan may be prepaid in whole or in part at the end of a fiscal quarter without penalty. The loan is collateralized by a security interest in the facility in Lampertheim, Germany, which is owned by our U.S. parent.

 

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On December 6, 2013, we entered into an Amended and Restated Credit Agreement with BOTW for a revolving line of credit of $50.0 million. All amounts owed under the credit agreement are due and payable on November 30, 2015. Borrowings may be repaid and re-borrowed during the term of the credit agreement. The obligations are guaranteed by two of our subsidiaries. At June 30, 2014, the outstanding principal balance under the credit agreement was $15.0 million. The credit agreement is subject to a set of financial covenants, including minimum total net worth, the ratio of cash, cash equivalents and accounts receivable to current liabilities, profitability, a leverage ratio and a minimum amount of U.S. domestic cash on hand. At June 30, 2014, we complied with all of these financial covenants. See Note 9, “Borrowing and Deferred Payment Arrangements” in the Notes to Unaudited Condensed Consolidated Financial Statements of this Form 10-Q for further information regarding the credit agreement. The credit agreement also includes a $3.0 million letter of credit subfacility. See Note 16, “Commitments and Contingencies” and Note 9, “Borrowing and Deferred Payment Arrangements” in the Notes to Unaudited Condensed Consolidated Financial Statements of this Form 10-Q for further information regarding the terms of our credit arrangements.

During the quarter ended June 30, 2014, we paid $943,000 in dividends, consisting of a quarterly cash dividend of $0.03 per share. The quarterly dividend is at the discretion of the Board of Directors.

On June 27, 2013, we purchased the Acquired MCU Business. The aggregate purchase price for the transferred assets was $50.0 million. The closing payment was $20.0 million and we were obligated to pay $30.0 million in two installment payments of $15.0 million each. The first installment was paid on June 26, 2014 and the second installment is due on December 31, 2014. The remaining installment payment bears simple interest at a variable annual rate equal to six-month LIBOR plus a 3 percentage point margin. We expect to fund the remaining installment payment through cash on hand, future cash flow generated from operations and, to the extent advisable, a bank line of credit facility. See Note 9, “Borrowing and Deferred Payment Arrangements” in the Notes to Unaudited Condensed Consolidated Financial Statements of this Form 10-Q for further information regarding the terms of the installment payments.

We assumed loans of approximately €459,000, or $632,000, related to an acquisition completed during the quarter ended June 30, 2014. The assumed borrowings were non-interest loans from government agencies to support the research and development activities with maturity dates varying from fiscal 2017 to fiscal 2021, other than a loan of €72,000 from Caixabank, S.A.

Additionally, we maintain three defined benefit pension plans: one in the United Kingdom, one in Germany and one in the Philippines. Benefits are based on years of service and the employees’ compensation. We either deposit funds for these plans with financial institutions, consistent with the requirements of local law, or accrue for the unfunded portion of the obligations. The United Kingdom and German plans have been curtailed. As such, the plans are closed to new entrants and no credit is provided for additional periods of service. The total pension liability accrued for the three plans at June 30, 2014 was $15.2 million.

We believe that our cash and cash equivalents, together with cash generated from operations, will be sufficient to meet our anticipated cash requirements for the next 12 months. Our liquidity could be negatively affected by a decline in demand for our products, increases in the cost of materials or labor, investments in new product development or one or more acquisitions. From time to time, we use derivative contracts in the normal course of business to manage our foreign currency exchange and interest rate risks. We did not have any significant open derivative contracts at June 30, 2014. There can be no assurance that additional debt or equity financing will be available when required or, if available, can be secured on terms satisfactory to us.

 

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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Our market risk has not changed materially from the market risk disclosed in Item 7A, “Quantitative and Qualitative Disclosures About Market Risk,” of our Annual Report on Form 10-K for the fiscal year ended March  31, 2014.

ITEM 4. CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

Based on their evaluation as of June 30, 2014, our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended) were effective to ensure that the information required to be disclosed by us in this Quarterly Report on Form 10-Q was recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and regulations. Furthermore, these controls and procedures were also effective to ensure that information required to be disclosed by us in this Quarterly Report on Form 10-Q was accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.

Inherent Limitations on Effectiveness of Controls

Our management, including our Chief Executive Officer and Chief Financial Officer, does not expect that our procedures or our internal controls will prevent or detect all errors and all fraud. An internal control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Because of the inherent limitations in all control systems, no evaluation of our controls can provide absolute assurance that all control issues, errors and instances of fraud, if any, have been detected.

Changes in Internal Controls over Financial Reporting

During the quarter ended June 30, 2014, there were no changes in our internal controls over financial reporting that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.

 

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PART II — OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

We currently are involved in a variety of legal matters that arise in the normal course of business. Based on information currently available, management does not believe that the ultimate resolution of these matters will have a material adverse effect on our financial condition, results of operations and cash flows. Were an unfavorable ruling to occur, there exists the possibility of a material adverse impact on the results of operations of the period in which the ruling occurs.

ITEM 1A. RISK FACTORS

In addition to the other information in this Quarterly Report on Form 10-Q, the following risk factors should be considered carefully in evaluating our business and us. Additional risks not presently known to us or that we currently believe are not serious may also impair our business and its financial condition.

Our operating results fluctuate significantly because of a number of factors, many of which are beyond our control.

Given the nature of the markets in which we participate, as well as macroeconomic uncertainties, we cannot reliably predict future revenues and profitability and unexpected changes may cause us to adjust our operations. Large portions of our costs are fixed, due in part to our significant sales, research and development and manufacturing costs. Thus, small declines in revenues could seriously negatively affect our operating results in any given quarter. Our operating results may fluctuate significantly from quarter-to-quarter and year-to-year. For example, from fiscal 2005 to fiscal 2006 and from fiscal 2008 to fiscal 2009, net income in one year shifted to net loss in the next year. Some of the factors that may affect our quarterly and annual results are:

 

•

changes in business and economic conditions, including a downturn in demand or decrease in the rate of growth in demand, whether in the global economy, a regional economy or the semiconductor industry;

 

•

changes in consumer and business confidence caused by changes in market conditions, potentially including changes in the credit markets, or changes in currency exchange rates, expectations for inflation or energy prices;

 

•

the reduction, rescheduling or cancellation of orders by customers;

 

•

fluctuations in timing and amount of customer requests for product shipments;

 

•

changes in the mix of products that our customers purchase;

 

•

changes in the level of customers’ component inventories;

 

•

loss of key customers;

 

•

the availability of production capacity, whether internally or from external suppliers;

 

•

the cyclical nature of the semiconductor industry;

 

•

competitive pressures on selling prices;

 

•

strategic actions taken by our competitors;

 

•

market acceptance of our products and the products of our customers;

 

•

fluctuations in our manufacturing yields and significant yield losses;

 

•

difficulties in forecasting demand for our products and the planning and managing of inventory levels;

 

•

the availability of raw materials, supplies and manufacturing services from third parties;

 

•

the amount and timing of investments in research and development;

 

•

damage awards or injunctions as the result of litigation;

 

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changes in our product distribution channels and the timeliness of receipt of distributor resale information;

 

•

the impact of vacation schedules and holidays, largely during the second and third fiscal quarters of our fiscal year; and

 

•

the amount and timing of costs associated with product returns.

As a result of these factors, many of which are difficult to control or predict, as well as the other risk factors discussed in this Quarterly Report on Form 10-Q, we may experience materially adverse fluctuations in our future operating results on a quarterly or annual basis. Changes in demand for our products and in our customers’ product needs could have a variety of negative effects on our competitive position and our financial results, and, in certain cases, may reduce our revenues, increase our costs, lower our gross margin percentage or require us to recognize impairments of our assets. If product demand declines, our manufacturing or assembly and test capacity could be underutilized and we may be required to record an impairment on our long-lived assets, including facilities and equipment as well as intangible assets and goodwill, which would increase our expenses. Factory planning decisions may also shorten the useful lives of long-lived assets, including facilities and equipment, and cause us to accelerate depreciation. In addition, if product demand declines or we fail to forecast demand accurately, we could be required to write off inventory or record underutilization charges, which would have a negative impact on our gross margin.

Our efforts to increase our prices for some products will result in reduced revenues from some customers and may result in lower gross profits and in restructuring charges.

We have informed a number of our OEM customers that we are increasing prices to levels that will provide us with more acceptable gross margins. Increased pricing has led to the cancellation or reduction of existing orders and will lead to a reduction in new orders and, therefore, to reduced revenues from these customers. If the business remaining with these customers after the price increases results in lower gross profits, our results of operations could be materially adversely affected. If the reduced or cancelled orders from these customers cannot be substantially replaced, we may undertake a reduction in force, close a production line or take other operational steps, any of which could result in restructuring charges that would materially adversely affect our results of operations.

We may not be successful in our acquisitions.

In fiscal 2014, we completed the acquisition of a 4-bit and 8-bit microcontroller product line. Further, we have in the past made, and may in the future make, acquisitions of other technologies and companies. These acquisitions involve numerous risks, including:

 

•

failure to retain key personnel of the acquired business;

 

•

diversion of management’s attention during the acquisition process;

 

•

disruption of our ongoing business;

 

•

the potential strain on our financial and managerial controls and reporting systems and procedures;

 

•

unanticipated expenses and potential delays related to integration of an acquired business;

 

•

the risk that we will be unable to develop or exploit acquired technologies;

 

•

the engineering risks inherent in transferring products from one wafer fabrication facility to another;

 

•

failure to successfully integrate the operations of an acquired business with our own;

 

•

the challenges in achieving strategic objectives, cost savings and other benefits from acquisitions;

 

•

the risk that our markets do not evolve as anticipated and that the technologies acquired do not prove to be those needed to be successful in those markets;

 

•

the risks of entering new markets in which we have limited experience;

 

•

difficulties in expanding our information technology systems or integrating disparate information technology systems to accommodate the acquired businesses;

 

•

the challenges inherent in managing an increased number of employees and facilities and the need to implement appropriate policies, benefits and compliance programs;

 

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customer dissatisfaction or performance problems with an acquired company’s products or personnel or with altered sales terms or a changed distribution channel;

 

•

adverse effects on our relationships with suppliers;

 

•

the reduction in financial stability associated with the incurrence of debt or the use of a substantial portion of our available cash;

 

•

the costs associated with acquisitions, including amortization expenses related to intangible assets, and the integration of acquired operations; and

 

•

assumption of known or unknown liabilities or other unanticipated events or circumstances.

We cannot assure that we will be able to successfully acquire other businesses or product lines or integrate them into our operations without substantial expense, delay in implementation or other operational or financial problems.

As a result of an acquisition, our financial results may differ from the investment community’s expectations in a given quarter. Further, if one or more of the foregoing risks materialize or market conditions or other factors lead us to change our strategic direction, we may not realize the expected value from such transactions. If we do not realize the expected benefits or synergies of such transactions, our consolidated financial position, results of operations, cash flows or stock price could be negatively impacted.

Our backlog may not result in future revenues.

Customer orders typically can be cancelled or rescheduled by the customer without penalty to the customer. Cancellations or reschedulings are common in periods of decreasing demand. Further, in periods of increasing demand, particularly when production is allocated or delivery delayed, customers of semiconductor companies have on occasion placed orders without expectation of accepting delivery to increase their share of allocated product or in an effort to improve the timeliness of delivery. While we are attuned to the potential for such behavior and attempt to identify such orders, we could accept orders of this nature and subsequently experience order cancellation unexpectedly.

Our backlog at any particular date is not necessarily indicative of actual revenues for any succeeding period. A reduction of backlog during any particular period, or the failure of our backlog to result in future revenues, could harm our results of operations.

Fluctuations in the mix of products sold may adversely affect our financial results.

Changes in the mix and types of products sold may have a substantial impact on our revenues and gross profit margins. In addition, more recently introduced products tend to have higher associated costs because of initial overall development costs and higher start-up costs. Fluctuations in the mix and types of our products may also affect the extent to which we are able to recover our fixed costs and investments that are associated with a particular product or wafer foundry, and, as a result, can negatively impact our financial results.

Our international operations expose us to material risks.

For the fiscal year ended March 31, 2014, our net revenues by region were approximately 26.7% in the United States, approximately 29.4% in Europe and the Middle East, approximately 40.3% in the Asia Pacific region and approximately 3.6% in Canada and the rest of the world. We expect revenues from foreign markets to continue to represent a majority of total net revenues. We maintain significant business operations in Germany, the United Kingdom and the Philippines and work with subcontractors, suppliers and manufacturers in South Korea, Japan, the Philippines and elsewhere in Europe and the Asia Pacific region. Some of the risks inherent in doing business internationally are:

 

•

foreign currency fluctuations, particularly in the Euro and the British pound;

 

•

longer payment cycles;

 

•

challenges in collecting accounts receivable;

 

•

changes in the laws, regulations or policies of the countries in which we manufacture or sell our products;

 

•

trade restrictions;

 

•

cultural and language differences;

 

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•

employment regulations;

 

•

limited infrastructure in emerging markets;

 

•

transportation delays;

 

•

seasonal reduction in business activities;

 

•

work stoppages;

 

•

labor and union disputes;

 

•

electrical outages;

 

•

terrorist attack or war; and

 

•

economic or political instability.

Our sales of products manufactured in our Lampertheim, Germany facility and our costs at that facility are primarily denominated in Euros, and sales of products manufactured in our Chippenham, U.K. facility and our costs at that facility are primarily denominated in British pounds. Fluctuations in the value of the Euro and the British pound against the U.S. dollar could have a significant adverse impact on our balance sheet and results of operations. We generally do not enter into foreign currency hedging transactions to control or minimize these risks. Reductions in the value of the Euro or British pound would reduce our revenues recognized in U.S. dollars, all other things being equal. Increases in the value of the Euro or the British pound could cause or increase losses associated with changes in exchange rates for foreign currency transactions. Fluctuations in currency exchange rates could cause our products to become more expensive to customers in a particular country, leading to a reduction in sales or profitability in that country. If we expand our international operations or change our pricing practices to denominate prices in other foreign currencies, we could be exposed to even greater risks of currency fluctuations.

Our financial performance is dependent on economic stability and credit availability in international markets. Actions by governments to address deficits or sovereign or bank debt issues, particularly in Europe, could adversely affect gross domestic product or currency exchange rates in countries where we operate, which in turn could adversely affect our financial results. If our customers or suppliers are unable to obtain the credit necessary to fund their operations, we could experience increased bad debts, reduced product orders and interruptions in supplier deliveries leading to delays or stoppages in our production. Conversely, actions in emerging markets, such as China, to limit inflation or to address asset or other “bubbles” could also adversely affect gross domestic product or the growth thereof, and result in reduced product orders or increased bad debt expense for us.

In addition, the laws of certain foreign countries may not protect our products or intellectual property rights to the same extent as do U.S. laws regarding the manufacture and sale of our products in the U.S. Therefore, the risk of piracy of our technology and products may be greater when we manufacture or sell our products in these foreign countries.

 

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The semiconductor industry is cyclical, and an industry downturn could adversely affect our operating results.

Business conditions in the semiconductor industry may rapidly change from periods of strong demand and insufficient production to periods of weakened demand and overcapacity. The industry in general is characterized by:

 

•

changes in product mix in response to changes in demand;

 

•

alternating periods of overcapacity and production shortages, including shortages of raw materials supplies and manufacturing services;

 

•

cyclical demand for semiconductors;

 

•

significant price erosion;

 

•

variations in manufacturing costs and yields;

 

•

rapid technological change and the introduction of new products; and

 

•

significant expenditures for capital equipment and product development.

These factors could harm our business and cause our operating results to suffer.

Our dependence on subcontractors to assemble and test our products subjects us to a number of risks, including an inadequate supply of products and higher materials costs.

We depend on subcontractors for the assembly and testing of our products. The substantial majority of our products are assembled by subcontractors located outside of the United States. Assembly subcontractors generally work on narrow margins and have limited capital. We have experienced assembly subcontractors who have ceased or reduced production because of financial problems. We engage assembly subcontractors who operate while in insolvency proceedings or whose financial stability is uncertain. The unexpected cessation of production or reduction in production by one or more of our assembly subcontractors could adversely affect our production, our customer relations, our revenues and our financial condition. Our reliance on these subcontractors also involves the following significant risks:

 

•

reduced control over delivery schedules and quality;

 

•

the potential lack of adequate capacity during periods of excess demand;

 

•

difficulties selecting and integrating new subcontractors;

 

•

limited or no warranties by subcontractors or other vendors on products supplied to us;

 

•

potential increases in prices due to capacity shortages and other factors;

 

•

potential misappropriation of our intellectual property; and

 

•

economic or political instability in foreign countries.

These risks may lead to delayed product delivery or increased costs, which would harm our profitability and customer relationships.

Further, we use only a limited number of subcontractors to assemble most of our products. If one or more of these key subcontractors experience financial, operational, production or quality assurance difficulties, we could experience a significant reduction or interruption in supply. Although we believe alternative subcontractors are available, our operating results could temporarily suffer until we engage one or more of those alternative subcontractors. Moreover, in engaging alternative subcontractors in exigent circumstances, our production costs could increase markedly.

We depend on external foundries to manufacture many of our products.

Of our net revenues for our fiscal year ended March 31, 2014, 43.6% came from wafers manufactured for us by external foundries. Our dependence on external foundries may grow. We currently have arrangements with a number of wafer foundries. The wafers for many of our semiconductors are fabricated at external foundries. In particular, the wafers for all of our microcontrollers are fabricated at external foundries.

 

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Our relationships with our external foundries do not guarantee prices, delivery or lead times or wafer or product quantities sufficient to satisfy current or expected demand. These foundries manufacture our products on a purchase order basis. We provide these foundries with rolling forecasts of our production requirements. However, the ability of each foundry to provide wafers to us is limited by the foundry’s available capacity. At any given time, these foundries could choose to prioritize capacity for their own use or other customers or reduce or eliminate deliveries to us. If growth in demand for our products occurs, our external foundries may be unable or unwilling to allocate additional capacity to our needs, thereby limiting our revenue growth. Accordingly, we cannot be certain that these foundries will allocate sufficient capacity to satisfy our requirements. In addition, we cannot be certain that we will continue to do business with these or other foundries on terms as favorable as our current terms. If we are not able to obtain foundry capacity as required, our relationships with our customers could be harmed, we could be unable to fulfill contractual requirements and our revenues could be reduced or our growth limited. Moreover, even if we are able to secure foundry capacity, we may be required, either contractually or as a practical business matter, to utilize all of that capacity or incur penalties or an adverse effect to the business relationship. The costs related to maintaining foundry capacity could be expensive and could harm our operating results. Other risks associated with our reliance on external foundries include:

 

•

the lack of control over delivery schedules;

 

•

the unavailability of, or delays in obtaining access to, key process technologies;

 

•

limited control over quality assurance, manufacturing yields and production costs; and

 

•

potential misappropriation of our intellectual property.

Our requirements typically represent a small portion of the total production of the external foundries that manufacture our wafers and products. One or more of these external foundries may not continue to produce wafers for us or continue to advance the process design technologies on which the manufacturing of our products is based. If we are required to transition production from one foundry to another, we may make large last-time buys of product at the foundry that we are exiting, which could eventually result in substantial inventory write-offs if semiconductors are not sold or utilized. These circumstances could harm our ability to deliver our products or increase our costs.

Our gross margin is dependent on a number of factors, including our level of capacity utilization.

Semiconductor manufacturing requires significant capital investment, leading to high fixed costs, including depreciation expense. We are limited in our ability to reduce fixed costs quickly in response to any shortfall in revenues. If we are unable to utilize our manufacturing, assembly and testing facilities at a high level, the fixed costs associated with these facilities will not be fully absorbed, resulting in lower gross margins. Increased competition and other factors may lead to price erosion, lower revenues and lower gross margins for us in the future.

Our success depends on our ability to manufacture our products efficiently.

We manufacture our products in facilities that are owned and operated by us, as well as in external wafer foundries and subcontract assembly facilities. The fabrication of semiconductors is a highly complex and precise process, and a substantial percentage of wafers could be rejected or numerous dies on each wafer could be nonfunctional as a result of, among other factors:

 

•

contaminants in the manufacturing environment;

 

•

defects in the masks used to print circuits on a wafer;

 

•

manufacturing equipment failure; or

 

•

wafer breakage.

For these and other reasons, we could experience a decrease in manufacturing yields. Additionally, if we increase our manufacturing output, the additional demands placed on existing equipment and personnel or the addition of new equipment or personnel may lead to a decrease in manufacturing yields. As a result, we may not be able to cost-effectively expand our production capacity in a timely manner.

 

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We order materials and commence production in advance of anticipated customer demand. Therefore, revenue shortfalls may also result in inventory write-downs.

We typically plan our production and inventory levels based on our own expectations for customer demand. Actual customer demand, however, can be highly unpredictable and can fluctuate significantly. In response to anticipated long lead times to obtain inventory and materials, we order materials and production in advance of customer demand. This advance ordering and production may result in excess inventory levels or unanticipated inventory write-downs if expected orders fail to materialize. For example, additional inventory write-downs occurred in the quarter ended March 31, 2009.

Semiconductors for inclusion in consumer products have shorter product life cycles.

We believe that consumer products are subject to shorter product life cycles, because of technological change, consumer preferences, trendiness and other factors, than other types of products sold by our customers. Shorter product life cycles result in more frequent design competitions for the inclusion of semiconductors in next generation consumer products, which may not result in design wins for us. Shorter product life cycles may lead to more frequent circumstances where sales of existing products are reduced or ended. The proportion of our revenue that comes from the sale of semiconductors intended for use in consumer products has increased substantially in recent periods.

We estimate tax liabilities, the final determination of which is subject to review by domestic and international taxation authorities.

We are subject to income taxes and other taxes in both the United States and the foreign jurisdictions in which we currently operate or have historically operated. We are also subject to review and audit by both domestic and foreign taxation authorities. The determination of our worldwide provision for income taxes and current and deferred tax assets and liabilities requires significant judgment and estimation. The provision for income taxes can be adversely affected by a variety of factors, including but not limited to changes in tax laws, regulations and accounting principles, including accounting for uncertain tax positions, or interpretation of those changes. Significant judgment is required to determine the recognition and measurement attributes prescribed in the authoritative guidance issued by FASB in connection with accounting for income taxes. Although we believe our tax estimates are reasonable, the ultimate tax outcome may materially differ from the tax amounts recorded in our consolidated financial statements and may materially affect our income tax provision, net income, goodwill or cash flows in the period or periods for which such determination is made.

Uncertain global macroeconomic conditions could adversely affect our results of operations and financial condition.

Uncertain global macroeconomic conditions that affect the economy and the economic outlook of the United States, Europe and other parts of the world could adversely affect our customers and vendors, which could adversely affect our results of operations and financial condition. These uncertainties, including, among other things, sovereign and foreign bank debt levels, the inability of national or international political institutions to effectively resolve economic or budgetary crises or issues, consumer confidence, unemployment levels, interest rates, availability of capital, fuel and energy costs, tax rates, and the threat or outbreak of terrorism or public unrest, could adversely impact our customers and vendors, which could adversely affect us. Recessionary conditions and depressed levels of consumer and commercial spending may cause customers to reduce, modify, delay or cancel plans to purchase our products and may cause vendors to reduce their output or change their terms of sales. We generally sell products to customers with credit payment terms. If customers’ cash flow or operating or financial performance deteriorates, or if they are unable to make scheduled payments or obtain credit, they may not be able to pay, or may delay payment to us. Likewise, for similar reasons vendors may restrict credit or impose different payment terms. Any inability of current or potential customers to pay us for our products or any demands by vendors for different payment terms may adversely affect our results of operations and financial condition.

Approximately 28.9% of our total consolidated net sales for the fiscal year ended March 31, 2014 were derived from Europe. There have been continuing concerns and uncertainties about the state of the European economies and Europe’s political institutions. Continued difficult or declining economic conditions in Europe may adversely affect our operations in Europe by adversely affecting our European customers and vendors in the ways described above. Additionally, the inability of Europe’s political institutions to deal effectively with actual or perceived currency or budget crises could increase economic uncertainty in Europe, and globally, and may have an adverse effect on our customers’ cash flow or operating performance. Further, debt or budget crises in European countries may lead to reductions in government spending in certain countries or higher income or corporate taxes, which could depress spending overall. Our results of operations and financial condition could be adversely affected by any of these events.

Our debt agreements contain certain restrictions that may limit our ability to operate our business.

The agreements governing our debt contain, and any other future debt agreement we enter into may contain, restrictive covenants that limit our ability to operate our business, including, in each case subject to certain exceptions, restrictions on our ability to:

 

•

incur additional indebtedness;

 

•

grant liens;

 

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consolidate, merge or sell our assets, unless specified conditions are met;

 

•

acquire other business organizations;

 

•

make investments;

 

•

redeem or repurchase our stock; and

 

•

change the nature of our business.

In addition, our debt agreements contain financial covenants and additional affirmative and negative covenants. Our ability to comply with these covenants is dependent on our future performance, which will be subject to many factors, some of which are beyond our control, including prevailing economic conditions. If we are not able to comply with all of these covenants for any reason, some or all of our outstanding debt could become immediately due and payable and the incurrence of additional debt under the credit facilities provided by the debt agreements would not be allowed. If our cash is utilized to repay any outstanding debt, depending on the amount of debt outstanding, we could experience an immediate and significant reduction in working capital available to operate our business.

As a result of these covenants, our ability to respond to changes in business and economic conditions and to obtain additional financing, if needed, may be significantly restricted, and we may be prevented from engaging in transactions that might otherwise be beneficial to us, such as strategic acquisitions or joint ventures.

Our intellectual property revenues are uncertain and unpredictable in timing and amount.

We are unable to discern a pattern in or otherwise predict the amount of any payments for the sale or licensing of intellectual property that we may receive. Consequently, we are unable to plan on the timing of intellectual property revenues and our results of operations may be adversely affected by a reduction in the amount of intellectual property revenues.

Our markets are subject to technological change and our success depends on our ability to develop and introduce new products.

The markets for our products are characterized by:

 

•

changing technologies;

 

•

changing customer needs;

 

•

frequent new product introductions and enhancements;

 

•

increased integration with other functions; and

 

•

product obsolescence.

To develop new products for our target markets, we must develop, gain access to and use leading technologies in a cost-effective and timely manner and continue to expand our technical and design expertise. Failure to do so could cause us to lose our competitive position and seriously impact our future revenues.

Products or technologies developed by others may render our products or technologies obsolete or noncompetitive. A fundamental shift in technologies in our product markets would have a material adverse effect on our competitive position within the industry.

Our revenues are dependent upon our products being designed into our customers’ products.

Many of our products are incorporated into customers’ products or systems at the design stage. The value of any design win largely depends upon the customer’s decision to manufacture the designed product in production quantities, the commercial success of the customer’s product and the extent to which the design of the customer’s electronic system also accommodates incorporation of components manufactured by our competitors. In addition, our customers could subsequently redesign their products or systems so that they no longer require our products. The development of the next generation of products by our customers generally results in new design competitions for semiconductors, which may not result in design wins for us, potentially leading to reduced revenues and profitability. We may not achieve design wins or our design wins may not result in future revenues.

 

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We could be harmed by intellectual property litigation.

As a general matter, the semiconductor industry is characterized by substantial litigation regarding patent and other intellectual property rights. We have been sued for purported patent infringement and have been accused of infringing the intellectual property rights of third parties. We also have certain indemnification obligations to customers and suppliers with respect to the infringement of third party intellectual property rights by our products. We could incur substantial costs defending ourselves and our customers and suppliers from any such claim. Infringement claims or claims for indemnification, whether or not proven to be true, may divert the efforts and attention of our management and technical personnel from our core business operations and could otherwise harm our business. For example, in June 2000, we were sued for patent infringement by International Rectifier Corporation. The case was ultimately resolved in our favor, but not until October 2008. In the interim, the U.S. District Court entered multimillion dollar judgments against us on two different occasions, each of which was subsequently vacated.

In the event of an adverse outcome in any intellectual property litigation, we could be required to pay substantial damages, cease the development, manufacturing, use and sale of infringing products, discontinue the use of certain processes or obtain a license from the third party claiming infringement with royalty payment obligations upon us. An adverse outcome in an infringement action could materially and adversely affect our financial condition, results of operations and cash flows.

We may not be able to protect our intellectual property rights adequately.

Our ability to compete is affected by our ability to protect our intellectual property rights. We rely on a combination of patents, trademarks, copyrights, trade secrets, confidentiality procedures and non-disclosure and licensing arrangements to protect our intellectual property rights. Despite these efforts, we cannot be certain that the steps we take to protect our proprietary information will be adequate to prevent misappropriation of our technology, or that our competitors will not independently develop technology that is substantially similar or superior to our technology. More specifically, we cannot assure that our pending patent applications or any future applications will be approved, or that any issued patents will provide us with competitive advantages or will not be challenged by third parties. Nor can we assure that, if challenged, our patents will be found to be valid or enforceable, or that the patents of others will not have an adverse effect on our ability to do business. We may also become subject to or initiate interference proceedings in the U.S. Patent and Trademark Office, which can demand significant financial and management resources and could harm our financial results. Also, others may independently develop similar products or processes, duplicate our products or processes or design their products around any patents that may be issued to us.

Because our products typically have lengthy sales cycles, we may experience substantial delays between incurring expenses related to research and development and the generation of revenues.

The time from initiation of design to volume production of new semiconductors often takes 18 months or longer. We first work with customers to achieve a design win, which may take nine months or longer. Our customers then complete the design, testing and evaluation process and begin to ramp up production, a period that may last an additional nine months or longer. As a result, a significant period of time may elapse between our research and development efforts and our realization of revenues, if any, from volume purchasing of our products by our customers.

 

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The markets in which we participate are intensely competitive.

Many of our target markets are intensely competitive. Our ability to compete successfully in our target markets depends on the following factors:

 

•

proper new product definition;

 

•

product quality, reliability and performance;

 

•

product features;

 

•

price;

 

•

timely delivery of products;

 

•

technical support and service;

 

•

design and introduction of new products;

 

•

market acceptance of our products and those of our customers; and

 

•

breadth of product line.

In addition, our competitors or customers may offer new products based on new technologies, industry standards or end-user or customer requirements, including products that have the potential to replace our products or provide lower cost or higher performance alternatives to our products. The introduction of new products by our competitors or customers could render our existing and future products obsolete or unmarketable.

Our primary power semiconductor competitors include Fairchild Semiconductor, Fuji, Hitachi, Infineon, International Rectifier, Microsemi, Mitsubishi, On Semiconductor, Powerex, Renesas Electronics, Semikron International, STMicroelectronics, Toshiba and Vishay Intertechnology. Our IC products compete principally with those of Atmel, Cypress Semiconductor, Freescale Semiconductor, Microchip, NEC, Renesas Electronics, Silicon Labs and Supertex. Our RF power semiconductor competitors include Microsemi and RF Micro Devices. Many of our competitors have greater financial, technical, marketing and management resources than we have. Some of these competitors may be able to sell their products at prices at which it would be unprofitable for us to sell our products or benefit from established customer relationships that provide them with a competitive advantage. We cannot assure that we will be able to compete successfully in the future against existing or new competitors or that our operating results will not be adversely affected by increased price competition.

We rely on our distributors and sales representatives to sell many of our products.

Most of our products are sold to distributors or through sales representatives. Our distributors and sales representatives could reduce or discontinue sales of our products. They may not devote the resources necessary to sell our products in the volumes and within the time frames that we expect. In addition, we depend upon the continued viability and financial resources of these distributors and sales representatives, some of which are small organizations with limited working capital. These distributors and sales representatives, in turn, depend substantially on general economic conditions and conditions within the semiconductor industry. We believe that our success will continue to depend upon these distributors and sales representatives. Foreign distributors are typically granted longer payment terms, resulting in higher accounts receivable balances for a given level of sales than domestic distributors. Our risk of loss from the financial insolvency of distributors is, therefore, disproportionally weighted to foreign distributors. In connection with the acquisition of a 4-bit and 8-bit microcontroller business during fiscal 2014, we acquired a new set of distributor and sales representative relationships, some of which may be challenging to maintain at the same level of productivity. If any significant distributor or sales representative experiences financial difficulties, or otherwise becomes unable or unwilling to promote and sell our products, our business could be harmed. For example, All American Semiconductor, Inc., one of our former distributors, filed for bankruptcy in April 2007.

Our future success depends on the continued service of management and key engineering personnel and our ability to identify, hire and retain additional personnel.

Our success depends upon our ability to attract and retain highly skilled technical, managerial, marketing and finance personnel, and, to a significant extent, upon the efforts and abilities of Nathan Zommer, Ph.D., our Chief Executive Officer, and other members of senior management. The loss of the services of one or more of our senior management or other key employees could adversely affect our business. We do not maintain key person life insurance on any of our officers, employees or consultants. There is intense

 

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competition for qualified employees in the semiconductor industry, particularly for highly skilled design, application and test engineers. We may not be able to continue to attract and retain engineers or other qualified personnel necessary for the development of our business or to replace engineers or other qualified individuals who could leave us at any time in the future. If we grow, we expect increased demands on our resources, and growth would likely require the addition of new management and engineering staff as well as the development of additional expertise by existing management employees. If we lose the services of or fail to recruit key engineers or other technical and management personnel, our business could be harmed.

Acquisitions, expansion, technological and administrative changes and software conversions and updates place a significant strain on our information systems.

Presently, because of our acquisitions, we are operating a number of different information systems that are not integrated. In part because of this, we use spreadsheets, which are prepared by individuals rather than automated systems, in our accounting. In our accounting, we perform many manual reconciliations and other manual steps, which result in a high risk of errors. Manual steps also increase the possibility of control deficiencies and material weaknesses.

If we do not adequately manage and evolve our financial reporting and managerial systems and processes, our ability to manage or grow our business may be harmed. Our ability to successfully implement our goals and comply with regulations, requires an effective planning and management system and process. We will need to continue to improve existing, and implement new, operational and financial systems, procedures and controls to manage our business effectively in the future.

In improving, consolidating, changing or updating our operational and financial systems, procedures and controls, we would expect to periodically implement new or different software and other systems that will affect our internal operations regionally or globally. The conversion process from one system to another is complex and could require, among other things, that data from the existing system be made compatible with the upgraded or different system.

In connection with any of the foregoing, we could experience errors, interruptions, delays, cessations of service and other inefficiencies, which could adversely affect our business. Any error, delay, disruption, interruption or cessation, including with respect to any new or different systems, software programs, procedures or controls, could harm our ability to forecast sales demand, manage our supply chain, achieve accuracy in the conversion of electronic data and record and report financial and management information on a timely and accurate basis. In addition, as we add or change functionality, transition or convert to different systems or programs or integrate additional data in connection with an acquisition, problems could arise that we have not foreseen. Such problems could adversely impact our ability to do the following in a timely manner: provide quotes; take customer orders; ship products; provide services and support to our customers; bill and track our customers; fulfill contractual obligations; and otherwise run our business. Failure to properly or adequately address these issues could result in the diversion of management’s attention and resources, adversely affect our ability to manage our business, increase expenses, or adversely affect our results of operations, cash flows, stock price or reputation.

System security risks, data protection breaches and cyber-attacks could disrupt our internal operations and any such disruption could reduce our expected revenues, increase our expenses, damage our reputation or adversely affect our stock price.

Computer programmers and hackers may be able to penetrate our security controls and misappropriate or compromise our confidential information or that of third parties, create system disruptions or cause shutdowns. Computer programmers and hackers also may be able to develop and deploy viruses, worms and other malicious software programs that attack our products or otherwise exploit any security vulnerabilities of our products. The costs to us to eliminate or alleviate cyber or other security problems, bugs, viruses, worms, malicious software programs and security vulnerabilities could be significant, and our efforts to address these problems may not be successful and could result in interruptions, delays, cessation of service and loss of existing or potential customers that may impede our sales, manufacturing, distribution or other critical functions.

We manage and store proprietary information and sensitive or confidential data relating to our business and the businesses of third parties. Breaches of our security measures or the accidental loss, inadvertent disclosure or unapproved dissemination of proprietary information or sensitive or confidential data about us or our partners or customers, including the potential loss or disclosure of such information or data as a result of fraud, trickery or other forms of deception, could expose us, our partners and customers or the individuals affected to a risk of loss or misuse of this information, result in litigation and potential liability for us, damage our brand and reputation or otherwise harm our business. In addition, the cost and operational consequences of implementing further data protection measures could be significant. Delayed sales, lower margins or lost customers resulting from these disruptions could adversely affect our financial results, stock price and reputation.

 

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New regulations related to conflict minerals will force us to incur additional expenses.

The Dodd-Frank Wall Street Reform and Consumer Protection Act contains provisions to improve transparency and accountability concerning the supply of minerals originating from the conflict zones of the Democratic Republic of Congo, or DRC, and adjoining countries. As a result, the SEC established new annual disclosure and reporting requirements for those companies who use “conflict” minerals mined from the DRC and adjoining countries in their products. These new requirements could affect the sourcing and availability of minerals used in the manufacture of our products. As a result, we cannot ensure that we will be able to obtain minerals at competitive prices. Moreover, there will be additional costs associated with complying with the extensive due diligence and audit procedures required by the SEC. In addition, we may face reputational challenges with our customers and other stakeholders as we have in the past and may in the future be unable to sufficiently verify the origins of all minerals used in our products. Finally, new rules bring implementation challenges. We may not successfully implement effective procedures to timely or adequately comply with these rules.

We depend on a limited number of suppliers for our substrates, most of whom we do not have long term agreements with.

We purchase the bulk of our silicon substrates from a limited number of vendors, most of whom we do not have long term supply agreements with. Any of these suppliers could reduce or terminate our supply of silicon substrates at any time. Our reliance on a limited number of suppliers involves several risks, including potential inability to obtain an adequate supply of silicon substrates and reduced control over the price, timely delivery, reliability and quality of the silicon substrates. We cannot assure that problems will not occur in the future with suppliers.

Increasing raw material prices could impact our profitability.

Our products use large amounts of silicon, metals and other materials. From time to time, we have experienced price increases for many of these items. If we are unable to pass price increases for raw materials onto our customers, our gross margins and profitability could be adversely affected.

We may not be able to increase production capacity to meet the present and future demand for our products.

The semiconductor industry has been characterized by periodic limitations on production capacity. These limitations may result in longer lead times for product delivery than desired by many of our customers. If we are unable to increase our production capacity to meet future demand, some of our customers may seek other sources of supply, our future growth may be limited or our results of operations may be adversely affected.

Costs related to product defects and errata may harm our results of operations and business.

Costs associated with unexpected product defects and errata (deviations from published specifications) due to, for example, unanticipated problems in our manufacturing processes, include the costs of:

 

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writing off the value of inventory of defective products;

 

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disposing of defective products;

 

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recalling defective products that have been shipped to customers;

 

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providing product replacements for, or modifications to, defective products; and/or

 

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defending against litigation related to defective products.

These costs could be substantial and may, therefore, increase our expenses and lower our gross margin. In addition, our reputation with our customers or users of our products could be damaged as a result of such product defects and errata, and the demand for our products could be reduced. These factors could harm our financial results and the prospects for our business.

We face the risk of financial exposure to product liability claims alleging that the use of products that incorporate our semiconductors resulted in adverse effects.

Approximately 9.9% of our net revenues for the fiscal year ended March 31, 2014 were derived from sales of products used in medical devices, such as defibrillators. Product liability risks may exist even for those medical devices that have received regulatory approval for commercial sale. We cannot be sure that the insurance that we maintain against product liability will be adequate to cover our losses. Any defects in our semiconductors used in these devices, or in any other product, could result in significant product liability costs to us.

 

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If our goodwill, acquired intangible assets or long-lived assets become impaired, we may be required to record a significant charge to earnings.

Under generally accepted accounting principles, goodwill is required to be tested for impairment at least annually and we review our acquired intangible assets and long-lived assets for impairment when events or changes in circumstances indicate the carrying value may not be recoverable. Factors that may be considered a change in circumstances indicating that the carrying value of our goodwill, acquired intangible assets or long-lived assets may not be recoverable include a decline in stock price and market capitalization, future cash flows and slower growth rates in our industry. In fiscal 2012, we recorded a goodwill impairment charge of $6.4 million, based on our estimates of the future operating results and discounted cash flows of the Zilog reporting unit.

Our results of operations could vary as a result of the methods, estimates, and judgments that we use in applying our accounting policies.

The methods, estimates, and judgments that we use in applying our accounting policies have a significant impact on our results of operations (see “Critical Accounting Policies and Significant Management Estimates” in Part I, Item 2 of this Form 10-Q). Such methods, estimates, and judgments are, by their nature, subject to substantial risks, uncertainties, and assumptions, and factors may arise over time that lead us to change our methods, estimates, and judgments. Changes in those methods, estimates, and judgments could significantly affect our results of operations.

We are exposed to various risks related to the regulatory environment.

We are subject to various risks related to new, different, inconsistent or even conflicting laws, rules and regulations that may be enacted by legislative bodies and/or regulatory agencies in the countries in which we operate; disagreements or disputes between national or regional regulatory agencies; and the interpretation and application of laws, rules and regulations. If we are found by a court or regulatory agency not to be in compliance with applicable laws, rules or regulations, our business, financial condition and results of operations could be materially and adversely affected.

In addition, approximately 9.9% of our net revenues for the fiscal year ended March 31, 2014 were derived from the sale of products included in medical devices that are subject to extensive regulation by numerous governmental authorities in the United States and internationally, including the U.S. Food and Drug Administration, or FDA. The FDA and certain foreign regulatory authorities impose numerous requirements for medical device manufacturers to meet, including adherence to Good Manufacturing Practices, or GMP, regulations and similar regulations in other countries, which include testing, control and documentation requirements. Ongoing compliance with GMP and other applicable regulatory requirements is monitored through periodic inspections by federal and state agencies, including the FDA, and by comparable agencies in other countries. Our failure to comply with applicable regulatory requirements could prevent our products from being included in approved medical devices or result in damages or other compensation payable to medical device manufacturers.

Our business could also be harmed by delays in receiving or the failure to receive required approvals or clearances, the loss of obtained approvals or clearances or the failure to comply with existing or future regulatory requirements.

We invest in companies for strategic reasons and may not realize a return on our investments.

We make investments in companies to further our strategic objectives and support our key business initiatives. Such investments include investments in equity securities of public companies and investments in non-marketable equity securities of private companies, which range from early-stage companies that are often still defining their strategic direction to more mature companies whose products or technologies may directly support a product or initiative. The success of these companies is dependent on product development, market acceptance, operational efficiency, and other key business success factors. The private companies in which we invest may fail for operational reasons or because they may not be able to secure additional funding, obtain favorable investment terms for future financings or take advantage of liquidity events such as initial public offerings, mergers, and private sales. If any of these private companies fail, we could lose all or part of our investment in that company. If we determine that an other-than-temporary decline in the fair value exists for the equity securities of the public and private companies in which we invest, we write down the investment to its fair value and recognize the related write-down as an investment loss. Furthermore, when the strategic objectives of an investment have been achieved, or if the investment or business diverges from our strategic objectives, we may decide to dispose of the investment, even at a loss. Our investments in non-marketable equity securities of private companies are not liquid, and we may not be able to dispose of these investments on favorable terms or at all. The occurrence of any of these events could negatively affect our results of operations.

 

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Our ability to access capital markets could be limited.

From time to time, we may need to access the capital markets to obtain long term financing. Although we believe that we can continue to access the capital markets on acceptable terms and conditions, our flexibility with regard to long term financing activity could be limited by our existing capital structure, our credit ratings and the health of the semiconductor industry. In addition, many of the factors that affect our ability to access the capital markets, such as the liquidity of the overall capital markets and the current state of the economy, are outside of our control. There can be no assurance that we will continue to have access to the capital markets on favorable terms.

Geopolitical instability, war, terrorist attacks and terrorist threats, and government responses thereto, may negatively affect all aspects of our operations, revenues, costs and stock price.

Any such event may disrupt our operations or those of our customers or suppliers. Our markets currently include South Korea, Taiwan and Israel, which are currently experiencing political instability. Additionally, we have accounting operations in the Philippines, an external foundry is located in South Korea and assembly subcontractors are located in Indonesia, the Philippines and South Korea.

Business interruptions may damage our facilities or those of our suppliers.

Our operations and those of our suppliers are vulnerable to interruption by fire, earthquake, flood and other natural disasters, as well as power loss, telecommunications failure and other events beyond our control. We do not have a detailed disaster recovery plan and do not have backup generators. Our facilities in California are located near major earthquake faults and have experienced earthquakes in the past. For example, the March 2011 earthquake in Japan adversely affected the operations of some of our Japanese suppliers, which limited the availability of certain production inputs to us for a period of time. If a natural disaster occurs, our ability to conduct our operations could be seriously impaired, which could harm our business, financial condition and results of operations and cash flows. We cannot be sure that the insurance we maintain against general business interruptions will be adequate to cover all our losses.

We may be affected by environmental laws and regulations.

We are subject to a variety of laws, rules and regulations related to the use, storage, handling, discharge and disposal of certain chemicals and gases used in our manufacturing process. Any of those regulations could require us to acquire expensive equipment or to incur substantial other expenses to comply with them. If we incur substantial additional expenses, product costs could significantly increase. Failure to comply with present or future environmental laws, rules and regulations could result in fines, suspension of production or cessation of operations.

Nathan Zommer, Ph.D. owns a significant interest in our common stock.

Nathan Zommer, Ph.D., our Chief Executive Officer, beneficially owned, as of July 28, 2014, approximately 21.3% of the outstanding shares of our common stock. As a result, Dr. Zommer can exercise significant control over all matters requiring stockholder approval, including the election of the board of directors. His holdings could result in a delay of, or serve as a deterrent to, any change in control of our company, which may reduce the market price of our common stock.

 

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Our stock price is volatile.

The market price of our common stock has fluctuated significantly to date. The future market price of our common stock may also fluctuate significantly in the event of:

 

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variations in our actual or expected quarterly operating results;

 

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announcements or introductions of new products;

 

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technological innovations by our competitors or development setbacks by us;

 

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conditions in semiconductor markets;

 

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the commencement or adverse outcome of litigation;

 

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changes in analysts’ estimates of our performance or changes in analysts’ forecasts regarding our industry, competitors or customers;

 

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announcements of merger or acquisition transactions or a failure to achieve the expected benefits of an acquisition as rapidly or to the extent anticipated by participants in the stock market;

 

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terrorist attack or war;

 

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sales of our common stock by one or more members of management, including Nathan Zommer, Ph.D., our Chief Executive Officer; or

 

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general economic and market conditions.

In addition, the stock market in recent years has experienced extreme price and volume fluctuations that have affected the market prices of many high technology companies, including semiconductor companies. These fluctuations have often been unrelated or disproportionate to the operating performance of companies in our industry, and could harm the market price of our common stock.

The anti-takeover provisions of our certificate of incorporation and of the Delaware General Corporation Law may delay, defer or prevent a change of control.

Our board of directors has the authority to issue up to 5,000,000 shares of preferred stock and to determine the price, rights, preferences, privileges and restrictions, including voting rights, of those shares without any further vote or action by our stockholders. The rights of the holders of common stock will be subject to, and may be harmed by, the rights of the holders of any shares of preferred stock that may be issued in the future. The issuance of preferred stock may delay, defer or prevent a change in control because the terms of any issued preferred stock could potentially prohibit our consummation of any merger, reorganization, sale of substantially all of our assets, liquidation or other extraordinary corporate transaction, without the approval of the holders of the outstanding shares of preferred stock. In addition, the issuance of preferred stock could have a dilutive effect on our stockholders.

Our stockholders must give substantial advance notice prior to the relevant meeting to nominate a candidate for director or present a proposal to our stockholders at a meeting. These notice requirements could inhibit a takeover by delaying stockholder action. The Delaware anti-takeover law restricts business combinations with some stockholders once the stockholder acquires 15% or more of our common stock. The Delaware statute makes it more difficult for us to be acquired without the consent of our board of directors and management.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

Not applicable.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

Not applicable.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

 

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ITEM 5. OTHER INFORMATION

Not applicable.

ITEM 6. EXHIBITS

See the Index to Exhibits, which is incorporated by reference herein.

 

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

Date: August 8, 2014

 

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EXHIBIT INDEX

 

Exhibit No.		Description
10.1		Amended and Restated 1999 Employee Stock Purchase Plan. (1)
31.1		Certificate of Chief Executive Officer required under Section 302 of the Sarbanes-Oxley Act of 2002.
31.2		Certificate of Chief Financial Officer required under Section 302 of the Sarbanes-Oxley Act of 2002.
32.1		Certification required under Section 906 of the Sarbanes-Oxley Act of 2002. (2)
101.INS		XBRL Instance Document.
101.SCH		XBRL Taxonomy Extension Schema Document.
101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF		XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB		XBRL Taxonomy Extension Label Linkbase Document.
101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document.

 

(1)	Management contract or compensatory plan or arrangement.

(2)

This exhibit is furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities and Exchange Act of 1933, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities and Exchange Act of 1993, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

 

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