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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 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 March 31, 2013
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: 0-51532
IKANOS COMMUNICATIONS, INC.
(Exact name of registrant as specified in its charter)
Delaware | 73-1721486 | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
47669 Fremont Boulevard
Fremont, CA 94538
(Address of principal executive office and zip code)
(510) 979-0400
(Registrant’s telephone number including area code)
Indicate by check mark whether 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) had 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 definition of “accelerated filer,” “large accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act (check one):
Large accelerated filer | ¨ | Accelerated filer | ¨ | |||
Non-accelerated filer | ¨ (Do not check if a smaller reporting company) | Smaller reporting company | x |
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 outstanding of the Registrant’s Common Stock, $ 0.001 par value, was 70,869,229 as of April 25, 2013.
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IKANOS COMMUNICATIONS, INC.
FORM 10-Q
Page No. | ||||||
PART I: | FINANCIAL INFORMATION | |||||
Item 1. | Financial Statements (unaudited) | 3 | ||||
Condensed Consolidated Balance Sheets as of March 31, 2013 and December 30, 2012 | 3 | |||||
4 | ||||||
5 | ||||||
6 | ||||||
Notes to Unaudited Condensed Consolidated Financial Statements | 7 | |||||
Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 15 | ||||
Item 3. | Quantitative and Qualitative Disclosures About Market Risk | 22 | ||||
Item 4. | Controls and Procedures | 23 | ||||
PART II: | OTHER INFORMATION | |||||
Item 1. | Legal Proceedings | 23 | ||||
Item 1A. | Risk Factors | 24 | ||||
Item 6. | Exhibits | 35 | ||||
Signatures | 36 |
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Item 1. | Financial Statements |
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands and unaudited)
March 31, 2013 | December 30, 2012 | |||||||
Assets | ||||||||
Current assets: | ||||||||
Cash and cash equivalents | $ | 27,937 | $ | 28,391 | ||||
Short-term investments | 3,628 | 2,785 | ||||||
Accounts receivable | 10,441 | 15,748 | ||||||
Inventory | 7,375 | 8,122 | ||||||
Prepaid expenses and other current assets | 3,684 | 5,892 | ||||||
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Total current assets | 53,065 | 60,938 | ||||||
Property and equipment, net | 8,281 | 8,769 | ||||||
Intangible assets, net | 1,285 | 1,529 | ||||||
Other assets | 2,556 | 2,612 | ||||||
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$ | 65,187 | $ | 73,848 | |||||
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Liabilities and Stockholders’ Equity | ||||||||
Current liabilities: | ||||||||
Revolving line | $ | 5,000 | $ | 5,000 | ||||
Accounts payable | 3,494 | 5,679 | ||||||
Accrued liabilities | 10,828 | 13,688 | ||||||
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Total current liabilities | 19,322 | 24,367 | ||||||
Long-term liabilities | 2,561 | 2,854 | ||||||
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21,883 | 27,221 | |||||||
Commitments and contingencies (Note 9) | ||||||||
Stockholders’ equity | 43,304 | 46,627 | ||||||
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$ | 65,187 | $ | 73,848 | |||||
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The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
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CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share data, and unaudited)
Three Months Ended | ||||||||
March 31, 2013 | April 1, 2012 | |||||||
Revenue | $ | 26,152 | $ | 30,760 | ||||
Cost of revenue | 12,196 | 14,653 | ||||||
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Gross profit | 13,956 | 16,107 | ||||||
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Operating expenses: | ||||||||
Research and development | 13,518 | 14,000 | ||||||
Selling, general and administrative | 4,772 | 4,680 | ||||||
Restructuring charges | — | 1,092 | ||||||
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Total operating expenses | 18,290 | 19,772 | ||||||
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Loss from operations | (4,334 | ) | (3,665 | ) | ||||
Interest income and other, net | 82 | 75 | ||||||
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Loss before provision for income taxes | (4,252 | ) | (3,590 | ) | ||||
Provision for income taxes | 164 | 115 | ||||||
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Net loss | $ | (4,416 | ) | $ | (3,705 | ) | ||
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Basic and diluted net loss per share | $ | (0.06 | ) | $ | (0.05 | ) | ||
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Basic and diluted weighted average number of shares | 70,413 | 69,335 | ||||||
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The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
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CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS
(In thousands and unaudited)
Three Months Ended | ||||||||
March 31, 2013 | April 1, 2012 | |||||||
Net loss | $ | (4,416 | ) | $ | (3,705 | ) | ||
Other comprehensive income (loss), net of tax | — | — | ||||||
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Total comprehensive loss | $ | (4,416 | ) | $ | (3,705 | ) | ||
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The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
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CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands and unaudited)
Three Months Ended | ||||||||
March 31, 2013 | April 1, 2012 | |||||||
Cash flows from operating activities: | ||||||||
Net loss | $ | (4,416 | ) | $ | (3,705 | ) | ||
Adjustments to reconcile net loss to net cash provided (used) by operating activities: | ||||||||
Depreciation and amortization | 1,145 | 1,443 | ||||||
Stock-based compensation expense | 834 | 794 | ||||||
Amortization of intangible assets and acquired technology | 244 | 625 | ||||||
Restructuring | — | 116 | ||||||
Changes in assets and liabilities: | ||||||||
Accounts receivable, net | 5,307 | 1,476 | ||||||
Inventory | 747 | 1,719 | ||||||
Prepaid expenses and other assets | 2,264 | 191 | ||||||
Accounts payable and accrued liabilities | (5,040 | ) | 3,327 | |||||
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Net cash provided by operating activities | 1,085 | 5,986 | ||||||
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Cash flows from investing activities: | ||||||||
Purchases of property and equipment | (955 | ) | (1,019 | ) | ||||
Purchases of investments | (843 | ) | — | |||||
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Net cash used in investing activities | (1,798 | ) | (1,019 | ) | ||||
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Cash flows from financing activities: | ||||||||
Net proceeds from exercise of stock options | 259 | — | ||||||
Net proceeds from Revolving Line | 5,000 | — | ||||||
Net repayments to Revolving aline | (5,000 | ) | — | |||||
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Net cash provided by financing activities | 259 | — | ||||||
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Net increase (decrease) in cash and cash equivalents | (454 | ) | 4,967 | |||||
Cash and cash equivalents at beginning of period | 28,391 | 34,760 | ||||||
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Cash and cash equivalents at end of period | $ | 27,937 | $ | 39,727 | ||||
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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
Note 1 – Ikanos and Summary of Significant Accounting Policies
The Company
Ikanos Communications, Inc. (Ikanos or the Company) was incorporated in the State of California in April 1999 and reincorporated in the State of Delaware in September 2005. The Company is a provider of silicon and integrated firmware for interactive triple-play broadband. The Company develops and markets end-to-end products for the last mile and the digital home, which enable carriers to offer enhanced triple play services, including voice, video and data. The Company has developed programmable, scalable chip architectures, which form the foundation for deploying and delivering triple play services. Flexible communication processor architecture with wire-speed packet processing capabilities enables high-performance residential gateways for distributing advanced services in the home. These products thereby support telecommunications services providers’ triple play deployment plans to the digital home and have been deployed by service providers in Asia, Europe and North America.
The accompanying consolidated financial statements of the Company have been prepared on a basis that assumes the Company will continue as a going concern, which contemplates the realization of assets and the satisfaction of liabilities and commitments in the normal course of business.
The Company incurred a net loss of $4.4 million for the quarter ended March 31, 2013 and had an accumulated deficit of $300.1 million as of March 31, 2013. To achieve consistent profitability, the Company will need to generate and sustain higher revenue, while maintaining cost and expense levels appropriate and necessary for its business. Although existing cash, cash equivalents and short-term investments are expected to be sufficient to meet anticipated cash needs, the Company may also seek additional financing as deemed appropriate to support its future needs and investments. Future capital requirements will depend upon many factors including its rate of revenue growth, its ability to develop future revenue streams, the timing and extent of spending to support development efforts, the expansion of sales and marketing activities, the timing of introductions of new products and enhancements to existing products, the costs to ensure access to adequate manufacturing capacity and the continuing market acceptance of its products. There can be no assurance that sufficient debt or equity financing will be available at all or, if available, that such financing will be at terms and conditions acceptable to the Company. If the Company is unable to secure additional funds it will need to implement significant cost reduction strategies that could limit the Company’s development activities and impact its long-term business plan.
Further, the Company is reliant upon an existing revolving line of credit (Revolving Line) with Silicon Valley Bank (SVB) to help fund its operations. This facility is subject to certain affirmative, negative and financial covenants. The Company believes that it will be in compliance with the quarterly covenants under the extended Revolving Line with SVB into the foreseeable future and that the Revolving Line is expected to provide the funds necessary to meet its working capital needs through 2013. Given the current macroeconomic conditions, the overall competitive climate of the industry the Company operates in and its current business plans, projected revenues could decline or operating costs could increase such that its results may be insufficient to enable compliance with the covenants which may require the Company to take other actions to generate adequate cash flows or earnings to ensure compliance with the covenants. The Company continues to monitor its expected future performance and has the ability and intent to take additional cost reduction actions and enact other restructuring measures, if necessary, including, but not limited to, consolidating locations, reducing capital expenditures, reducing the number of development projects and reducing overall headcount to ensure sufficient profitability and liquidity. There can be no assurance that the Company’s plans will be successful in achieving its objectives or generating the additional savings and earnings contributions necessary to comply with the covenants. Should the Company not be successful in achieving its objectives, the Company may be required to renegotiate the covenants with the lenders, or refinance the debt. The Company may also secure funds through the issuance of additional equity under our shelf registration statement or other similar activities.
The accompanying condensed consolidated financial statements do not include any adjustments that might result from the outcome of these uncertainties.
The Company’s fiscal year ends on the Sunday closest to December 31. The Company’s fiscal quarters end on the Sunday closest to the end of the applicable calendar quarter, except in a 53-week fiscal year, in which case the additional week falls into the fourth quarter of that fiscal year. There are 52 weeks in fiscal year 2013.
Basis of Presentation
The accompanying unaudited condensed consolidated financial statements include the accounts of the Company and all of its wholly-owned subsidiaries. All intercompany transactions and balances have been eliminated in consolidation.
The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with Generally Accepted Accounting Principles (GAAP), the rules and regulations of the Securities and Exchange Commission (SEC) and accounting policies consistent with those applied in preparing the Company’s audited annual consolidated financial statements. Certain
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information and disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted in accordance with these rules and regulations. The information in this report should be read in conjunction with the Company’s audited consolidated financial statements and notes thereto included in its Annual Report on Form 10-K filed with the SEC on February 28, 2013 (Annual Report).
In the opinion of the Company’s management, the accompanying unaudited condensed consolidated financial statements reflect all adjustments (consisting only of normal recurring adjustments) necessary to a fair statement of the Company’s financial position, results of operations and cash flows for the interim periods presented. The operating results for the three month period ended March 31, 2013 are not necessarily indicative of the results that may be expected for the fiscal year ending December 29, 2013 or for any other future period.
Use of Estimates
The preparation of the Company’s unaudited condensed consolidated financial statements in conformity with GAAP requires management to make certain estimates, judgments and assumptions. The Company believes that the estimates, judgments and assumptions upon which it relies are reasonable based upon information available to it at the time that these estimates, judgments and assumptions are made. These estimates, judgments and assumptions can affect the reported amounts of assets and liabilities as of the date of the financial statements as well as the reported amounts of revenue and expenses during the periods presented. To the extent that there are material differences between these estimates and actual results, the Company’s financial statements would be affected. In many cases, the accounting treatment of a particular transaction is specifically dictated by GAAP and does not require the Company’s management’s judgment in its application. There are also areas in which the Company’s management’s judgment in selecting any available alternative would not produce a materially different result.
Recent Accounting Pronouncements
There have been no recent accounting pronouncements issued during the first quarter of 2013 that are expected to affect the Company.
Summary of Significant Accounting Policies
The Company’s significant accounting policies are described in Note 1 to its audited Consolidated Financial Statements for the fiscal year ended December 30, 2012 included in its Annual Report. These accounting policies have not significantly changed.
Concentration of Credit Risk
Financial instruments that potentially subject the Company to significant concentrations of credit risk consist of cash, cash equivalents, accounts receivable and, in prior years, investments. Cash and cash equivalents are held with a limited number of financial institutions. Deposits held with these financial institutions may exceed the amount of insurance provided on such deposits. Management believes that the financial institutions that hold the Company’s deposits are credit worthy and, accordingly, minimal credit risk exists with respect to those deposits. As of March 31, 2013, the Company has short-term investments consisting solely of certificates of deposit. In prior years marketable securities have included commercial paper, corporate bonds, government securities and auction rate securities. All investments were classified as available-for-sale. The Company does not hold or issue financial instruments for trading purposes. Credit risk with respect to accounts receivable is concentrated due to the number of large orders placed by a small number of customers recorded in any particular reporting period. Three customers represented 23%, 16% and 10% of accounts receivable at March 31, 2013. Two customers represented 22% and 20% of accounts receivable at December 30, 2012. Three customers accounted for 24%, 22% and 10% of revenue for the three months ended March 31, 2013. Four customers accounted for 15%, 13%, 12% and 11% of revenue for the three months ended April 1, 2012.
In the fiscal first quarter of 2013, the Company derived 24% of its revenue from Sagemcom and an additional 25% of its revenue from two Sagemcom contract manufacturers – Askey Computer Corporation (22%) and Jabil Industrial do Brasil Ltda. (3%).
Concentration of Other Risk
The semiconductor industry is characterized by rapid technological change, competitive pricing pressures and cyclical market patterns. The Company’s results of operations are affected by a wide variety of factors, including general economic conditions; economic conditions specific to the semiconductor industry; demand for the Company’s products; the timely introduction of new products; implementation of new manufacturing technologies; manufacturing capacity; the availability of materials and supplies; competition; the ability to safeguard patents and intellectual property in a rapidly evolving market; and reliance on assembly and wafer fabrication subcontractors and on independent distributors and sales representatives. As a result, the Company may experience substantial period-to-period fluctuations in future periods due to the factors mentioned above or other factors.
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Net Loss per Share
Basic net loss per share is computed using the weighted average number of common shares outstanding during the period. Potentially dilutive securities have been excluded from the computation of diluted net loss per share if their inclusion is anti-dilutive. The calculation of basic and diluted net loss per share is as follows (in thousands, except per share amounts):
Three Months Ended | ||||||||
March 31, 2013 | April 1, 2012 | |||||||
Net loss | $ | (4,416 | ) | $ | (3,705 | ) | ||
Weighted average number of shares | 70,413 | 69,335 | ||||||
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Basic and diluted net loss per share | $ | (0.06 | ) | $ | (0.05 | ) | ||
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The following potential common shares have been excluded from the calculation of diluted net loss per share as their effect would have been anti-dilutive (in thousands):
Three Months Ended | ||||||||
March 31, 2013 | April 1, 2012 | |||||||
Anti-dilutive securities: | ||||||||
Warrants to purchase common stock | 7,800 | 7,800 | ||||||
Weighted average restricted stock units | 201 | 435 | ||||||
Weighted-average options to purchase common stock | 17,194 | 12,057 | ||||||
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25,195 | 20,292 | |||||||
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Note 2 – Cash and Cash Equivalents, Investments and Fair Value Measurements
Cash and cash equivalents include cash and money market securities for which quoted active prices are available. The Company considers all highly liquid investments with a maturity of 90 or fewer days at the date of purchase to be cash equivalents. The Company held $2.0 million in money market funds as of both March 31, 2013 and December 30, 2012. The investments in money market funds are included in cash and cash equivalents based on their original maturity.
As of March 31, 2013 and December 30, 2012, the Company’s short-term investments consisted solely of certificates of deposit. The following is a summary of the Company’s short-term investments (in thousands):
March 31, 2013 | ||||||||||||
Cost | Gross Unrealized Gain | Estimated Fair Value | ||||||||||
Certificates of deposit | $ | 3,628 | $ | — | $ | 3,628 | ||||||
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December 30, 2012 | ||||||||||||
Cost | Gross Unrealized Gain | Estimated Fair Value | ||||||||||
Certificates of deposit | $ | 2,785 | $ | — | $ | 2,785 | ||||||
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There were no unrealized losses on investments aggregated by category as of March 31, 2013.
The Company’s money market funds and certificates of deposit are classified as available-for-sale as of the balance sheet date. Due to their short term and relatively risk free nature, the face value of the money market funds and certificates of deposit are considered equivalent to their fair value and, therefore, there are no unrealized gains or losses.
Fair Value Measurements
Fair value is an exit price which represents the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. As a basis for considering such assumptions, authoritative guidance establishes a three-tier value hierarchy, which prioritizes the inputs used in measuring fair value as follows: observable inputs such as quoted prices in active markets (Level 1); inputs other than the quoted prices in active markets that are observable either directly or indirectly (Level 2); and unobservable inputs in which there is little or no market data, which require the Company to develop its own assumptions (Level 3). This hierarchy requires the Company to use observable market data, when available, and to minimize the use of unobservable inputs when determining fair value. On a recurring basis, the Company measures certain financial assets, mainly comprised of marketable securities, at fair value.
The Company’s cash and investment instruments at March 31, 2013 and December 30, 2012 are classified within Levels 1 and 2 of the fair value hierarchy, respectively. The types of Level 1 instruments, valued based on quoted market prices in active markets, include money market securities. Level 2 types of instruments consist of short-term certificates of deposit. The investments are not
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traded on an open market, but reside within a bank. The certificates of deposit are highly liquid and have maturities of less than one year. Due to their short-term maturities, the Company has determined that the fair value of these instruments is their face value. Level 3 types of instruments are valued based on unobservable inputs in which there is little or no market data, and which require the Company to develop its own assumptions. The fair value hierarchy of the Company’s marketable securities as of March 31, 2013 and December 30, 2012 was (in thousands):
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Level 1 | Level 2 | Level 3 | Total | |||||||||||||
Money market funds | $ | 2,006 | $ | — | $ | — | $ | 2,006 | ||||||||
Certificates of deposit | — | 3,628 | — | 3,628 | ||||||||||||
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$ | 2,006 | $ | 3,628 | $ | — | $ | 5,634 | |||||||||
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Level 1 | Level 2 | Level 3 | Total | |||||||||||||
Money market funds | $ | 2,006 | $ | — | $ | — | $ | 2,006 | ||||||||
Certificates of deposit | — | 2,785 | — | 2,785 | ||||||||||||
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$ | 2,006 | $ | 2,785 | $ | — | $ | 4,791 | |||||||||
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Note 3 – Inventory
Inventory consisted of the following (in thousands):
March 31, 2013 | December 30, 2012 | |||||||
Finished goods | $ | 4,908 | $ | 5,910 | ||||
Purchased parts and raw materials | 2,467 | 2,212 | ||||||
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$ | 7,375 | $ | 8,122 | |||||
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The Company has an agreement with eSilicon Corporation (eSilicon) under which a majority of its day-to-day supply chain management, production test engineering and production quality engineering functions (Master Services) have been transferred to eSilicon under a master services and supply agreement (Service Agreement). Pursuant to the Service Agreement, the Company places orders for its finished goods products with eSilicon, who, in turn, contracts with wafer foundries and the assembly and test subcontractors and manages these operational functions for Ikanos on a day-to-day level.
As part of its Services Agreement, the Company has transferred ownership of certain work-in-process and raw material inventory to the service provider as prepayment for the future delivery of finished goods inventory. In addition, the Company has prepaid for certain wafers purchased by the service provider on behalf of the Company. Prepayments under the arrangement are currently $0.9 million at March 31, 2013 and $2.7 million at December 30, 2012. The prepayments are classified in prepaid expenses and other current assets. The Company has no work-in-process inventory.
Note 4 – Property and Equipment
Property and equipment consisted of the following (in thousands):
March 31, 2013 | December 30, 2012 | |||||||
Machinery and equipment | $ | 20,634 | $ | 20,351 | ||||
Software | 11,778 | 10,852 | ||||||
Computer equipment | 5,501 | 5,433 | ||||||
Furniture and fixtures | 986 | 1,012 | ||||||
Leasehold improvements | 1,814 | 1,887 | ||||||
Construction in progress | 214 | 868 | ||||||
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40,927 | 40,403 | |||||||
Less: Accumulated depreciation and amortization | (32,646 | ) | (31,634 | ) | ||||
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$ | 8,281 | $ | 8,769 | |||||
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Depreciation and amortization expense for property and equipment was $1.1 million and $1.4 million for the three months ended March 31, 2013 and April 1, 2012, respectively.
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Note 5 – Purchased Intangible Assets
The carrying value of intangible assets is as follows (in thousands):
March 31, 2013 | ||||||||||||||||
Gross Carrying Amount | Accumulated Amortization | Net Amount | Useful life (Years) | |||||||||||||
Existing technology | $ | 14,825 | $ | (13,748 | ) | $ | 1,077 | 3 | ||||||||
Customer relationships | 8,216 | (8,008 | ) | 208 | 4 | |||||||||||
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$ | 23,041 | $ | (21,756 | ) | $ | 1,285 | ||||||||||
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Gross Carrying Amount | Accumulated Amortization | Net Amount | Useful life (Years) | |||||||||||||
Existing technology | $ | 14,825 | $ | (13,629 | ) | $ | 1,196 | 3 | ||||||||
Customer relationships | 8,216 | (7,883 | ) | 333 | 4 | |||||||||||
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$ | 23,041 | $ | (21,512 | ) | $ | 1,529 | ||||||||||
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For both the three months ended March 31, 2013 and April 1, 2012, the amortization of intangible assets was $0.2 million and $0.6 million, respectively. The estimated future amortization of purchased intangible assets as of March 31, 2013 is $ 0.6 million for the remainder of 2013, $0.5 million in 2014 and $0.2 million in 2015.
Note 6 – Loan and Security Agreement
On January 14, 2011, the Company entered into a Loan and Security Agreement (Loan Agreement) with Silicon Valley Bank (SVB) under which SVB shall make advances under a revolving line of credit (Revolving Line) of up to $15.0 million, subject to certain restrictions. Advances under the Loan Agreement may be used solely for working capital purposes. Borrowings, if any, under the Loan Agreement bear interest at the greater of the SVB Prime Rate or 4.00% plus 50 basis points. The Revolving Line is collateralized by a first priority perfected lien on, and pledge of, all of the Company’s present and future property and assets. The original Loan Agreement had a maturity date of January 14, 2013. Interest accrues at 0.50% on the average unused portion of the Revolving Line. The Loan Agreement contains customary negative covenants for facilities of this type that restrict among other things, the Company’s ability to sell assets, make investments and acquisitions, make capital expenditures, grant liens, pay dividends and make certain other restricted payments. The Loan Agreement has three financial covenants related to EBITDA (Earnings before Interest, Tax, Depreciation and Amortization), adjusted quick ratio (cash, cash equivalents and short-term investments and accounts receivable divided by current liabilities, net of deferred revenue) and cash held by SVB all of which as defined in the Loan Agreement.
On April 12, 2012, the Loan Agreement was amended and, among other technical changes, extended the maturity date to April 14, 2013 and amended the financial covenants to reflect current business circumstances. Minimum required EBITDA was reduced by at least $2.0 million for each quarter and the adjusted quick ratio was increased from 1.2 to 1.3. The Company was in compliance with all of the financial covenants as of December 30, 2012.
On February 19, 2013, the Company extended its Revolving Line with SVB through April 14, 2015 and updated the customary affirmative, negative and financial covenants to coincide with its current operating plan. The financial covenants include the following conditions: 1) minimum adjusted quick ratio of 1.0 to 1.0; 2) minimum cash balance held with SVB will be between $8.0 million and $10.0 million dependent on specific quarter requirements; and 3) minimum EBITDA between zero and $(9.0) million dependent on specific quarter requirements. Under the facility the Company may borrow up to $15.0 million dependent on a calculated borrowing base. The borrowing base is the maximum of 80% of eligible accounts receivable. Further, when the Company achieves two quarters of positive EBITDA performance, availability shall be increased up to $20.0 million and 25% of eligible inventory may also be included in the borrowing base. Loan provisions are similar to the current arrangements. Interest, depending on the Company’s Asset-Based Threshold, as defined, varies from SVB Prime plus 75 basis points (or LIBOR plus 325 basis points) to SVB Prime plus 175 basis points. The SVB and LIBOR floors are 4.0% and 1.50%, respectively. The Company was in compliance with all of the financial covenants as of March 31, 2013.
As of December 30, 2012, the Company had a $5.0 million advance against the Revolving Line for working capital purposes. The advance was repaid on March 5, 2013. On March 25, 2013, the Company took an additional advance of $5.0 million. Interest on advances against the line is equal to 4.75% as of March 31, 2013 and is payable monthly. The Company may prepay the advances under the Revolving Line in whole or in part at any time without premium or penalty.
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Note 7 – Accrued Liabilities
Accrued liabilities consisted of the following (in thousands):
March 31, 2013 | December 30, 2012 | |||||||
Accrued compensation and related benefits | $ | 2,484 | $ | 3,733 | ||||
Accrued rebates | 2,085 | 1,936 | ||||||
Deferred rent | 1,172 | 1,228 | ||||||
Deferred revenue | 383 | 2,926 | ||||||
Accrued royalties | 704 | 921 | ||||||
Warranty accrual | 263 | 272 | ||||||
Other accrued liabilities | 3,737 | 2,672 | ||||||
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$ | 10,828 | $ | 13,688 | |||||
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The following table summarizes the activity related to warranty (in thousands):
Three Months Ended | ||||||||
March 31, 2013 | April 1, 2012 | |||||||
Balance, beginning of period | $ | 272 | $ | 602 | ||||
Provision (benefit) | (9 | ) | (17 | ) | ||||
Usage | — | (1 | ) | |||||
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Balance, end of period | $ | 263 | $ | 584 | ||||
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Note 8 – Restructuring Charges
There was no restructuring activity during the fiscal first quarter of 2013 and no liability as of March 31, 2013.
During the fiscal first quarter of 2012, in an effort to align the Company’s operating expenses to its projected revenue forecast, on January 30, 2012 the Board of Directors approved and management initiated a corporate restructuring plan that included a reduction in force of approximately15%. Employees were notified on February 1 and 2, 2012 of their planned terminations. The remaining severance and benefit costs were paid in 2012. A summary of the restructuring activity that occurred in the fiscal first quarter of 2012 follows (in thousands):
Severance and Benefits | Software Tools | Total | ||||||||||
Balance as of January 2, 2012 | $ | — | $ | 218 | $ | 218 | ||||||
Restructuring charges | 1,092 | — | 1,092 | |||||||||
Cash payments | (976 | ) | (109 | ) | (1,085 | ) | ||||||
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Balance as of April 1, 2012 | $ | 116 | $ | 109 | $ | 225 | ||||||
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Note 9 – Commitments and Contingencies
Lease Obligations
The Company leases office facilities, equipment and software under non-cancelable operating leases with various expiration dates through 2018. Rent expense for the three months ended March 31, 2013 and April 1, 2012 was $0.6 million and $0.7 million, respectively. The terms of the facility leases provide for rental payments on a graduated scale. The Company recognizes rent expense on a straight-line basis over the lease period and has accrued for rent expense incurred, but not paid. Future minimum lease payments as of March 31, 2013 under non-cancelable leases with original terms in excess of one year are $1.9 million for the remainder of 2013, $2.2 million in 2014, $2.0 million in 2015, $1.6 million in 2016 and $1.8 million in 2017 and thereafter.
Purchase Commitments
As of March 31, 2013, the Company had $4.3 million of inventory purchase obligations with various suppliers that are expected to be paid during the remainder of fiscal 2013.
Indemnities, Commitments and Guarantees
During its normal course of business, the Company has made certain indemnities, commitments and guarantees under which it may be required to make payments in relation to certain transactions. These indemnities include intellectual property indemnities to the Company’s customers in connection with the sales of its products, indemnities for liabilities associated with the infringement of other parties’ technology based upon the Company’s products, and indemnities to various lessors in connection with facility leases for certain claims arising from such facility or lease. The duration of these indemnities, commitments and guarantees varies, and in certain cases, is indefinite. The majority of these indemnities, commitments and guarantees do not provide for any limitation of the maximum potential future payments that the Company could be obligated to make. The Company believes its internal development processes
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and other policies and practices limit its exposure related to its contractual indemnification provisions. In addition, the Company requires its employees to sign a proprietary information and inventions agreement, which assigns the rights to its employees’ development work to the Company. The Company has not recorded any liability for these indemnities, commitments and guarantees in the accompanying consolidated balance sheets. The Company does, however, accrue for losses for any known contingent liability, including those that may arise from indemnification provisions, when future payment is probable and the amount of the loss can be reasonably estimated, in accordance with authoritative guidance.
In addition, the Company indemnifies its officers and directors under the terms of indemnity agreements entered into with them, as well as pursuant to its certificate of incorporation, bylaws and applicable Delaware law. To date, the Company has not incurred any costs under these indemnity agreements or provisions.
Litigation
In November 2006, three putative class action lawsuits were filed in the United States District Court for the Southern District of New York (District Court), against the Company, certain then current and former directors and officers, as well as the lead underwriters for its initial and secondary public offerings. The lawsuits were consolidated and an amended complaint was filed on April 24, 2007. The amended complaint sought unspecified damages for certain alleged misrepresentations and omissions made by the Company in connection with both its initial public offering in September 2005 and its follow-on offering in March 2006. On June 25, 2007, the Company filed motions to dismiss the amended complaint, and on March 10, 2008, the District Court dismissed the case with prejudice. On March 25, 2008, plaintiffs filed a motion for reconsideration, and on June 12, 2008, the District Court denied the motion for reconsideration. On October 15, 2008, plaintiffs appealed the District Court’s dismissal of the amended complaint and denial of its motion for reconsideration to the United States Court of Appeals for the Second Circuit (Court of Appeals). On September 17, 2009, the Court of Appeals affirmed the District Court’s dismissal of the amended complaint, but vacated its judgment on the motion for reconsideration and remanded the case to the District Court for further proceedings. On June 11, 2010, plaintiffs filed a motion for leave to amend the complaint in the District Court, and on November 23, 2010, the District Court denied the motion. On January 6, 2011, plaintiffs filed a notice of appeal with the Court of Appeals. On May 25, 2012, the Court of Appeals granted plaintiffs’ appeal, finding that their proposed amended complaint succeeded in stating a claim. The case was remanded to the District Court for further proceedings, and on June 19, 2012, plaintiffs filed their Third Amended Class Action Complaint. The parties held a mediation on December 6, 2012 and agreed to a tentative agreement to settle the case. The plaintiffs submitted a motion for preliminary approval of the settlement on February 28, 2013, and on March 25, 2013, the District Court held a conference and granted preliminary approval of the settlement. The final settlement conference is set for July 8, 2013. Settlement costs are fully covered by insurance.
Additionally, from time to time, the Company is a party to various legal proceedings and claims arising from the normal course of business activities. Based on current available information, the Company does not expect that the ultimate outcome of any currently pending unresolved matters, individually or in the aggregate, will have a material adverse effect on its financial position, results of operations or cash flows.
Note 10 – Significant Customer Information and Segment Reporting
The Financial Accounting Standards Board has established standards for the manner in which public companies report information about operating segments in annual and interim financial statements. It also established standards for related disclosures about products and services, geographic areas and major customers. The method for determining the information to report is based on the way management organizes the operating segments within the Company for making operating decisions and assessing financial performance.
The Company’s chief operating decision maker is the Chief Executive Officer. The Chief Executive Officer reviews financial information presented on a consolidated basis, accompanied by disaggregated information about revenue by geographic region for purposes of making operating decisions and assessing financial performance. On this basis, the Company is organized and operates in a single segment: the design, development, marketing and sale of semiconductors.
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The following table summarizes revenue and percentage of revenue by geographic region, based on the country in which the customer’s headquarters is located (in thousands):
Three Months Ended | ||||||||||||||||
March 31, 2013 | April 1, 2012 | |||||||||||||||
France | $ | 6,428 | 25 | % | $ | 4,591 | 15 | % | ||||||||
Taiwan | 6,176 | 23 | 4,007 | 13 | ||||||||||||
Japan | 4,625 | 18 | 9,167 | 30 | ||||||||||||
China | 1,894 | 7 | 3,472 | 11 | ||||||||||||
Germany | 1,621 | 6 | 2,087 | 7 | ||||||||||||
Hong Kong | 702 | 3 | 4,730 | 15 | ||||||||||||
United States | 930 | 4 | 278 | 1 | ||||||||||||
Other | 3,776 | 14 | 2,428 | 8 | ||||||||||||
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$ | 26,152 | 100 | % | $ | 30,760 | 100 | % | |||||||||
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The Company divides its products into three product families: Broadband DSL, Communications Processors and Other. Broadband DSL consists of the Company’s central office products, DSL modem-only customer premise equipment products and the DSL value of the Company’s integrated devices. Communications Processors includes the Company’s stand-alone processors and the processor-only value of the Company’s integrated devices. Other includes products that do not fall into the other two product families. Revenue and percentage of revenue by product family is as follows (in thousands):
Three Months Ended | ||||||||||||||||
March 31, 2013 | April 1, 2012 | |||||||||||||||
Broadband DSL | $ | 12,909 | 50 | % | $ | 19,668 | 64 | % | ||||||||
Communications Processors | 10,820 | 41 | 7,707 | 25 | ||||||||||||
Other | 2,423 | 9 | 3,385 | 11 | ||||||||||||
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$ | 26,152 | 100 | % | $ | 30,760 | 100 | % | |||||||||
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The distribution of long-lived assets (excluding goodwill, intangible assets and other assets) is as follows (in thousands):
March 31, 2013 | December 30, 2012 | |||||||
United States | $ | 7,785 | $ | 8,039 | ||||
Asia, predominantly India | 496 | 730 | ||||||
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$ | 8,281 | $ | 8,769 | |||||
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Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations |
This quarterly report on Form 10-Q, particularly in the sections entitled “Risk Factors,” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (Securities Act), and Section 21E of the Securities Exchange Act of 1934, as amended (the Exchange Act), that involve substantial risks and uncertainties. All statements other than statements of historical facts contained in this document, including statements regarding our future financial position, our anticipated cash needs, financing activities and our need for additional financing, our inventory, our anticipated tax rate, business strategy, plans and objectives of management for future operations, forecasts regarding the broadband market, market trends, our competitive status, our product development, our product marketing and inventory, technological developments, the features, benefits and performance of our current and future products, our compliance with governmental rules, our ability to adapt to industry standards, future price reductions, our future liquidity and cash needs, management of our expenses, anticipated demand for our products, customer relationships, the integration of our senior management, our dependence on our senior management and our ability to attract and retain key personnel, our ability to use of third party intellectual property, the effect of one large stockholder group on our common stock, qualification of foundries and our foundries’ capacities, our ability to deliver quality products with acceptable manufacturing yields, current and potential litigation, the expected benefits of our intellectual property and the potential outcomes of intellectual property disputes, our ability to protect our intellectual property, our expected future operating costs and expenses, our internal controls, exchange rates, investment and foreign currency exposure, potential new competitors, sources of revenue, our continued growth, dependency and concentration of customer base, use of proceeds, the expected impact of various accounting policies and rules adopted by the Financial Accounting Standards Board and our accounting policy estimates, our future office space needs, expected benefits or our corporate restructuring, our ability to operate internationally and fluctuations in our stock price are forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as “believe,” “may,” “estimate,” “continue,” “anticipate,” “intend,” “should,” “plan,” “expect,” “predict,” “potential,” or the negative of these terms or other similar expressions. We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends that we believe may affect our financial condition, results of operations, business strategy and financial needs. These forward-looking statements are subject to a number of risks, uncertainties and assumptions described under the caption “Risk Factors” and elsewhere in this document, regarding, among other things:
• | our history of losses; |
• | our ability to integrate the technologies and employees from acquisitions into our existing business; |
• | cyclical and unpredictable decreases in demand for our semiconductors; |
• | our ability to adequately forecast demand for our products; |
• | our ability to develop and achieve market acceptance of new products and technologies; |
• | our sales cycle; |
• | selling prices of products being subject to declines; |
• | our dependence on a few customers; |
• | our reliance on subcontractors to manufacture, test and assemble our products; |
• | our dependence on and qualification of foundries to manufacture our products; |
• | production capacity; |
• | our customer relationships; |
• | the development and future growth of the broadband digital subscriber line (DSL) and communications processing markets; |
• | protection of our intellectual property; |
• | currency fluctuations; |
• | competition and competitive factors of the markets in which we compete; and |
• | future costs and expenses and financing requirements. |
These risks are not exhaustive. Other sections of this quarterly report on Form 10-Q include additional factors that could adversely impact our business and financial performance. Moreover, we operate in a very competitive and rapidly changing environment. New risk factors emerge from time to time and it is not possible for our management to predict all risk factors, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements.
The following discussion and analysis should be read in conjunction with the unaudited condensed consolidated financial statements and notes thereto in Part I, Item 1 above and with our financial statements and notes thereto for the fiscal year ended December 30, 2012, contained in our Annual Report on Form 10-K filed on February 28, 2013.
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In this quarterly report on Form 10-Q, references to “Ikanos,” “we,” “us,” “our” or the “Company” means Ikanos Communications, Inc. and our subsidiaries except where it is made clear that the term means only the parent company.
Overview
We are a leading provider of advanced broadband semiconductor and integrated firmware products for the digital home. Our broadband DSL, communications processors and other offerings power access infrastructure and customer premises equipment (CPE) for many of the world’s leading network equipment manufacturers and telecommunications service providers. Our products are at the core of digital subscriber line access multiplexers (DSLAMs), optical network terminals (ONTs), concentrators, modems, voice over Internet Protocol (VoIP) terminal adapters, integrated access devices (IADs) and residential gateways (RGs). Our products have been deployed by service providers in Asia, Europe and North America.
We believe that we can offer advanced products by continuing to push existing limits in silicon, systems and firmware. We have developed programmable, scalable chip architectures, which form the foundation for deploying and delivering multi-play services. Expertise in the creation and integration of digital signal processor (DSP) algorithms with advanced digital, analog and mixed signal semiconductors enables us to offer high performance, high-density and low-power asymmetric DSL (ADSL) and very-high-bit rate DSL (VDSL) products. In addition, flexible communications processor architectures with wirespeed packet processing capabilities enable high-performance end-user devices for distributing advanced services in the home. These products thus support service providers’ multi-play deployment plans to the digital home while keeping their capital and operating expenditures low.
We outsource all of our semiconductor fabrication, assembly and test functions, which allows us to focus on the design, development, sales and marketing of our products and reduces the level of our capital investment. Our direct customers consist primarily of original design manufacturers (ODMs), contract manufacturers (CMs), network equipment manufacturers (NEMs) and original equipment manufacturers (OEMs), who in turn sell our semiconductors as part of their product solutions to the service provider market. In fiscal year 2012, we expanded our outsourced model by transitioning a majority of our day-to-day supply chain management, production test engineering and production quality engineering functions (Master Services) to eSilicon Corporation (eSilicon) under a master services and supply agreement (Service Agreement) . Pursuant to the Service Agreement, we place orders for our finished goods products with eSilicon, who, in turn, contracts with wafer foundries and the assembly and test subcontractors and manages these operational functions for us on a day-to-day level. During the first half of 2012, we began to transition these Master Services to eSilicon and to establish clear lines of communications among us, eSilicon, the wafer foundries and the assembly and test subcontractors. As of the end of fiscal year 2012, we had substantially completed the transition of Master Services to eSilicon.
We incurred a net loss of $4.4 million for the fiscal quarter ended March 31, 2013 and had an accumulated deficit of $300.1 million as of March 31, 2013. To achieve consistent profitability, we will need to generate and sustain higher revenue, while maintaining cost and expense levels appropriate and necessary for our business. Although we believe that we have the cash necessary to fund our operations, we may also seek additional financing as deemed appropriate to support future company needs and investments. Future capital requirements will depend upon many factors including our rate of revenue growth, our ability to develop future revenue streams, the timing and extent of spending to support development efforts, the expansion of sales and marketing activities, the timing of introductions of new products and enhancements to existing products, the costs to ensure access to adequate manufacturing capacity and the continuing market acceptance of its products.
We filed a shelf registration statement on Form S-3 with the Securities and Exchange Commission (SEC) on October 25, 2010 (declared effective on November 1, 2010) under which we can offer and sell up to $30.0 million of our common stock and warrants. On November 11, 2010 and December 7, 2010 we sold a total of 12.8 million shares of common stock under this Form S-3 in an underwritten offering for $13.5 million. After deducting underwriting fees, legal, accounting and other costs, we realized proceeds of $12.5 million. As of March 31, 2013, we have $16.5 million available for future issuance under this Form S-3.
In January 2011, we entered into a Loan and Security Agreement (Loan Agreement) With Silicon Valley Bank (SVB) under which SVB makes advances under a revolving line of credit (Revolving Line) of up to $15.0 million, as described below. During fiscal years 2012 and 2013, we drew down on our Revolving Line for working capital purposes. As of March 31, 2013, $5.0 million was outstanding on our Revolving Line. Interest on advances against the line is equal to 4.75% as of March 31, 2013 and is payable monthly. We may prepay the advances under the Revolving Line, in whole or in part at any time, without premium or penalty. On February 19, 2013, we amended the Revolving Line including certain of its covenants and extended the term until April 14, 2015.
We were incorporated in April 1999 and, through December 31, 2001, were engaged principally in research and development. We began commercial shipment of our products in the fourth quarter of 2002. Over the last three years, our revenue was $191.7 million in 2010, $136.6 million in 2011and $125.9 million in 2012.
Quarterly revenue fluctuations are characteristic of our industry and affect our business, especially due to the concentration of our revenue among a few customers. These quarterly fluctuations can result from a mismatch of supply and demand. Specifically, service providers purchase equipment based on planned deployment. However, service providers may deploy equipment more slowly than initially planned, while OEMs continue for a time to manufacture equipment at rates higher than the rate at which equipment is deployed.
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As a result, periodically and usually without significant notice, service providers will reduce orders with OEMs for new equipment, and OEMs, in turn, will reduce orders for our products, which will adversely impact the quarterly demand for our products, even when deployment rates may be increasing. Our first quarter’s revenue was to some extent adversely affected by a one to two quarter delay in the ramp in certain customers’ end markets. We expect that the biggest impact of this delay will occur in the fiscal second quarter of 2013 as our customers sell off their inventory and begin to ramp certain major products in the coming quarters.
Our industry is continually transitioning to new technologies and products. Large industry transitions are unpredictable due to factors including, but not limited to, extended product trials, qualifications, and the transformation of existing platforms to new platforms. Furthermore, the environment in which we market and sell our products has become increasingly competitive and cost sensitive. Our competitors are able to provide higher degrees of integration due to their broader range of products.
Our future revenue growth depends on the successful qualification and adoption of our new product platforms at service providers and network equipment manufacturers. In addition to these qualifications, our operations may be adversely affected by our customers’ transition strategies from existing systems that use our product to systems that may not use our products. As is customary in our industry, we may elect to end-of-life certain products and, as a result, certain customers may enter into last time buy arrangements which could further impact revenues. Additionally, certain of our customers entered into last time buys of some products during 2012. In some cases products may become mature or uncompetitive causing customers to transition to solutions from other manufacturers or implement multi-sourcing procurement strategies in which we participate in a diminished capacity.
It is inherently difficult to predict if and when platforms will pass qualification, when service providers will begin to deploy the equipment and at what rate, because we do not control the qualification criteria or process, and the systems manufacturers and service providers do not always share all of the information available to them regarding qualification and deployment decisions. Additionally, we have limited visibility into the buying patterns of our OEMs, who, in turn, are affected by changes in the buying and roll out patterns of the service provider market. As a result of manufacturing inventory to a forecast, we may have excess inventory if the forecast differs from actual results.
On February 28, 2013, Mr. Michael Kelly resigned from his position as Vice–President of Worldwide Sales. On March 28, 2013, Mr. Douglas Norby resigned from our Board of Directors.
Critical Accounting Policies and Estimates
In preparing our unaudited condensed consolidated financial statements, we make assumptions, judgments and estimates that can have a significant impact on amounts reported. We base our assumptions, judgments and estimates on historical experience and various other factors that we believe to be reasonable under the circumstances. Actual results could differ materially from these estimates under different assumptions or conditions. On a regular basis, we evaluate our assumptions, judgments and estimates and make changes accordingly. We also discuss our critical accounting estimates with the Audit Committee of our Board of Directors. We believe that the assumptions, judgments and estimates involved in the accounting for revenue, cost of revenue, marketable securities, accounts receivable, inventories, warranty, income taxes, impairment of goodwill and related intangibles, acquisitions and stock-based compensation expense have the greatest potential impact on our consolidated financial statements, so we consider these to be our critical accounting policies. Historically, our assumptions, judgments and estimates relative to our critical accounting policies have not differed materially from actual results.
The critical accounting policies, are described in Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” of our Annual Report on Form 10-K for the fiscal year ended December 30, 2012, and have not changed materially as of March 31, 2013.
Results of Operations
Revenue
Our revenue is derived from sales of our semiconductor products. Revenue from product sales is generally recognized upon shipment, net of sales returns, rebates and allowances. Depending on the distributor, product sales to the distributor are recognized either based on contract terms or when the distributor has sold through to the end customer. As is typical in our industry, the selling prices of our products generally decline over time. Therefore, our ability to increase revenue is dependent upon our ability to increase unit sales volumes of existing products and to introduce and sell new products in greater quantities. Our ability to increase unit sales volume is dependent primarily upon our ability to increase and fulfill current customer demand and obtain new customers. The continuing effects of the worldwide recession have adversely affected the businesses of service providers around the world, causing them to re-evaluate how they employ capital. Consequently the rate at which broadband infrastructure is upgraded may slow or new broadband programs could be delayed.
Revenue continues to be distributed among a range of products and three customers who accounted for 56% of our total fiscal first quarter 2013 revenue. Revenue declined by $4.6 million, or 15%, to $26.2 million for the three months ended March 31, 2013 from $30.8 million in the three months ended April 1, 2012 and $5.6 million or 18%from $31.8 million in the fiscal fourth quarter of 2012. The first quarter’s revenue included the recognition of previously deferred revenue of $2.5 million related to certain software that was
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fully completed and delivered during the quarter. Our customers’ inventory buildup, caused by a one to two quarter push out in the ramp in certain end markets, had an adverse effect on our fiscal first quarter. We expect that there will be a greater impact on the fiscal second quarter as customers continue to consume their inventory and ramp certain major products in the next two quarters.
We generally sell our products to OEMs through a combination of our direct sales force, third-party sales representatives and distributors. Sales are generally made under short-term, non-cancelable purchase orders. We also have volume purchase agreements with certain customers who provide us with non-binding forecasts. Although certain OEM customers may provide us with rolling forecasts, our ability to predict future sales in any given period is limited and subject to change based on demand for our OEM customers’ systems and their supply chain decisions. Historically, a small number of OEM customers, the composition of which has varied over time, have accounted for a substantial portion of our revenue, and we expect that significant customer concentration will continue for the foreseeable future. However, customer concentration may diversify across more carrier customers as we expect more service providers world-wide to begin deployments of our broadband solutions.
The following direct customers accounted for more than 10% of our revenue for the periods indicated. Sales made to OEMs are based on information that we receive at the time of ordering.
Three Months Ended | ||||||||
Our Direct Customer | March 31, 2013 | April 1, 2012 | ||||||
Sagemcom Tunisie | 24 | % | 15 | % | ||||
Askey Computer Corporation** | 22 | * | ||||||
Paltek Corporation | 10 | 12 | ||||||
Flextronics Manufacturing (Hong Kong) Ltd. | * | 13 | ||||||
NEC Corporation of America | * | 11 |
* | Less than 10% |
** | Askey is a contract manufacturer for Sagemcom. |
Revenue by Country as a Percentage of Total Revenue
Three Months Ended | ||||||||
March 31, 2013 | April 1, 2012 | |||||||
France | 25 | % | 15 | % | ||||
Taiwan | 23 | 13 | ||||||
Japan | 18 | 30 | ||||||
China | 7 | 11 | ||||||
Germany | 6 | 7 | ||||||
Hong Kong | 3 | 15 | ||||||
United States | 4 | 1 | ||||||
Other | 14 | 8 |
The table above reflects sales to our direct customers based on the country in which the customer’s headquarters is located. It does not necessarily reflect carrier deployment of our products as we do not sell directly to them. Sales to France and Taiwan increased in fiscal first quarter 2013 by $1.8 million and $2.2 million, respectively, versus the fiscal first quarter of 2012. Japanese sales continued to decline falling $4.5 million in the first quarter of 2013 versus the comparable 2012 period. Sales to China and Germany also declined by $1.6 million and $0.5 million, respectively.
Revenue by Product Family as a Percentage of Total Revenue
Three Months Ended | ||||||||
March 31, 2013 | April 1, 2012 | |||||||
Broadband DSL | 50 | % | 64 | % | ||||
Communications Processors | 41 | 25 | ||||||
Other | 9 | 11 |
The change in mix reflects increases in VDSL central office sales in the fiscal first quarter of 2012 compared to the prior year period and reductions in both the communications processors and other categories.
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Cost and Operating Expenses
Three Months Ended | ||||||||||||
March 31, 2013 | April 1, 2012 | % Change | ||||||||||
(in millions) | ||||||||||||
Cost of revenue | $ | 12.2 | $ | 14.7 | (17 | )% | ||||||
Research and development | 13.5 | 14.0 | (3 | ) | ||||||||
Sales, general and administrative | 4.8 | 4.7 | 2 | |||||||||
Restructuring charges | — | 1.1 | * |
* | Not meaningful |
Cost and Operating Expenses as a Percentage of Total Revenue:
Three Months Ended | ||||||||
March 31, 2013 | April 1, 2012 | |||||||
Cost of revenue | 47 | % | 48 | % | ||||
Research and development | 52 | 46 | ||||||
Sales, general and administrative | 18 | 15 | ||||||
Restructuring charges | — | 4 |
Cost of Revenue
Our cost of revenue consists primarily of the cost of silicon wafers purchased from third-party foundries and third-party costs associated with assembling, testing and shipping of our semiconductors. Because we do not have formal, long-term pricing agreements with our outsourcing partners, our wafer costs and services are subject to price fluctuations based on the cyclical demand for semiconductors among other factors. In addition, after we purchase wafers from foundries, we also incur yield loss related to manufacturing these wafers into usable die. Manufacturing yield is the percentage of acceptable product resulting from the manufacturing process, as identified when the product is tested. When our manufacturing yields decrease, our cost per unit increases which could have a significant adverse impact on our cost of revenue. Cost of revenue also includes accruals for actual and estimated warranty obligations and write-downs of excess and obsolete inventories, payroll and related personnel costs, licensed third-party intellectual property, depreciation of equipment, stock-based compensation expenses and amortization of acquisition-related intangibles.
Cost of revenue was $12.2 million for the three months ended March 31, 2013 compared to $14.7 million for the three months ended April 1, 2012. Gross margin improved by 1% to 53% in the fiscal first quarter of 2013 from 52% in the fiscal first quarter of 2012. The major contributor to this improvement was the recognition of $2.5 million of previously deferred revenue until certain software delivery obligations were fully completed and delivered in the fiscal first quarter of 2013. Offsetting this improvement was the decline in sales of the high margin Broadband DSL family in the fiscal first quarter of 2013 versus the same period in 2012. Sales and margin improvement in our Communications Processor family were not enough to offset the Broadband DSL declines.
Research and development
All research and development (R&D) expenses are charged to earnings as incurred. R&D expenses generally consist of compensation and related expenses for employees engaged in research and development; contractors; tape-out expenses; reference board development; development testing, evaluation kits and tools; stock-based compensation; amortization of acquisition-related intangibles; and depreciation expense. Before releasing new products, we incur charges for mask sets, prototype wafers, mask set revisions, bring-up boards and other qualification materials, which we refer to as tape-out expenses. These tape-out expenses may cause our R&D expenses to fluctuate because they are not incurred uniformly every quarter.
R&D expenses declined $0.5 million, or 3%, to $13.5 million for the three months ended March 31, 2013 compared to $14.0 million for the three months ended April 1, 2012. Personnel costs were flat while consulting costs and depreciation expenses were lower by $0.2 million and $0.4 million respectively. Tapeout costs were lower by $0.8 million in the fiscal first quarter of 2013 compared to the comparable 2012 period. Materials and services costs and software licensing and maintenance fees were increased by $0.6 million and $0.2 million, respectively, in the fiscal first quarter of 2013 compared to the fiscal first quarter of 2012.
The majority of our R&D personnel are located in the United States or India. At March 31, 2013, we had 206 people engaged in R&D, of which 65 were located in India, 138 were located in the United States and 3 were located in China. At April 1, 2012, we had 213 people engaged in R&D, of which 72 were located in India, 138 were located in the United States and 3 were located in China.
Selling, general and administrative
Selling, general and administrative (SG&A) expenses generally consist of compensation and related expenses for personnel; legal, recruiting and auditing fees; and depreciation. SG&A expenses increased by $0.1 million for the three months ended March 31, 2013, or 2%, to $4.8 million compared to $4.7 million for the three months ended April 1, 2012. Personnel costs were marginally higher by $0.1 million in the fiscal first quarter of 2013 compared to the comparable 2012 quarter. Depreciation costs were lower by $0.4 million in the fiscal first quarter of 2013 compared to the comparable 2012 quarter due to the result of accelerated depreciation of our legacy ERP system, replaced in the second quarter of 2012. Consulting fees and outside services and fees were higher by $0.1 million and $0.2 million, respectively, in the fiscal first quarter of 2013 compared to the fiscal first quarter of 2012.
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At March 31, 2013, SG&A headcount was 54 compared to 51 at April 1, 2012.
Restructuring charges
In an effort to align our operating expenses to our projected revenue forecast, on January 30, 2012 the Board of Directors approved and management initiated a corporate restructuring plan that included a reduction in force by approximately 15%. Employees were notified on February 1 and 2, 2012 of their planned terminations. Restructuring charges amounted to $1.1 million during the three months ended April 1, 2012, all of which were related to employee severance and benefits costs and other exit-related charges arising from contractual and other obligations. The restructuring was completed during fiscal 2012. There has been no restructuring in the fiscal first quarter of 2013.
Interest income and other, net
Interest income and other, net consists primarily of interest income earned on our cash, cash equivalents (which include money market funds) and short-term investments, interest expense and as other non-operating gains and losses. For the three months ended March 31, 2013 and April 1, 2012 interest income and other was $0.1 million.
Provision for income taxes
Income tax expense is recognized based on management’s best estimate of the annual income tax rate expected for the full financial year. The estimated annual tax rate used for the year ending December 30, 2013 is 41.05%, which has been applied to the income before taxes for the three months ended March 31, 2013. The actual tax rate for the three months ended March 31, 2013 was (44.3) % after discrete items. The fiscal first quarter of 2013 results reflect a net tax expense of $0.2 million, primarily as a result of income taxes in various profitable foreign jurisdictions. This compares to $0.1 million in the fiscal quarter of 2012.
Net loss
As a result of the above factors, we had a net loss of $4.4 million for the three months ended March 31, 2013 compared to a net loss of $3.7 million for the three months ended April 1, 2012. Over the past several years, we have taken actions to reduce our operating expense structure such as consolidating locations, reducing capital expenditures, outsourcing our back-end physical design, reducing the number of development projects and reducing overall headcount. As appropriate, we have restructured parts of our business due to changes in the nature of our business and the business environment in which we operate. In addition, we have reduced our unit manufacturing costs by working to achieve better wafer pricing based on larger volume of purchases, consolidating business with vendors and reducing other input costs.
Liquidity and Capital Resources
Year-to-date, cash and investments increased by approximately $0.4 million to $31.6 million as of March 31, 2013 compared to $31.2 million as of December 30, 2012. Cash and short-term investments held by foreign subsidiaries was $6.9 million and $6.5 million as of March 31, 2013 and December 30, 2012, respectively.
We have funded our operations primarily through cash from private and public offerings of our common stock and cash generated from the sale of our products. Our uses of cash include payroll and payroll-related expenses, manufacturing costs, purchases of equipment, tools and software and operating expenses, such as tape outs, marketing programs, travel, professional services and facilities and related costs. We believe there may be additional working capital requirements needed to fund and operate our business. We expect to finance our operations primarily through operating cash flows and existing cash and investment balances.
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The following table summarizes our statement of cash flows for the three months ended March 31, 2013 and April 1, 2012 (in millions):
2013 | 2012 | |||||||
Statements of Cash Flows Data: | ||||||||
Cash and cash equivalents -beginning of period | $ | 28.4 | $ | 34.8 | ||||
Net cash provided by operating activities | 1.1 | 5.9 | * | |||||
Net cash used in investing activities | (1.8 | ) | (1.0 | ) | ||||
Net cash provided by financing activities | 0.2 | * | — | |||||
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Cash and cash equivalents - end of period | $ | 27.9 | $ | 39.7 | ||||
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* | Rounded for schedule |
On February 19, 2013, we extended our Revolving Line with SVB through April 14, 2015 and updated the customary affirmative, negative and financial covenants to coincide with our current operating plan. The financial covenants include the following conditions: 1) minimum adjusted quick ratio (cash, cash equivalents and short-term investments and accounts receivable divided by current liabilities, net of deferred revenue) of 1.0 to 1.0; 2) minimum cash balance held with SVB will be between $8.0 million and $10.0 million dependent on specific quarter requirements; 3) minimum EBITDA (Earnings before Interest, Tax, Depreciation and Amortization), between zero and $(9.0) million dependent on specific quarter requirements. Under the facility we may borrow up to $15.0 million dependent on a calculated borrowing base. The borrowing base is the maximum of 80% of eligible accounts receivable. Further, when we have achieved two quarters of positive EBITDA performance, availability shall be increased up to $20.0 million and 25% of eligible inventory may also be included in the borrowing base. We are in compliance with all of our financial covenants.
We believe that we will be in compliance with the quarterly covenants under the extended Revolving Line with SVB into the foreseeable future and that the Revolving Line is expected to provide the funds necessary to meet our working capital needs through 2013. Given the current macroeconomic conditions, the overall competitive climate of the industry in which we operate and our current business plans, projected revenues could decline or operating costs could increase such that our results may be insufficient to enable compliance with the covenants which may require us to take other actions to generate adequate cash flows or earnings to ensure compliance with the covenants. We continue to monitor our expected future performance and have the ability and intent to take additional cost reduction actions and enact other restructuring measures, if necessary, including, but not limited to, consolidating locations, reducing capital expenditures, reducing the number of development projects and reducing overall headcount to ensure sufficient profitability and liquidity. There can be no assurance that our plans will be successful in achieving our objectives or generating the additional savings and earnings contributions necessary to comply with the covenants. Should we not be successful in achieving our objectives, we may be required to renegotiate the covenants with the lenders, or refinance the debt. We may also secure funds through the issuance of additional equity under our shelf registration statement or other similar activities.
Operating Activities
For the three months ended March 31, 2013, we generated $1.1 million of net cash from operating activities, while incurring a net loss of $4.4 million. Included in the net loss was approximately $2.2 million in various non-cash expenses consisting of depreciation, stock-based compensation expense and the amortization of intangible assets and acquired technology. Operating cash flows also benefited from decreases in accounts receivable of $5.3 million related to collections and sales timing, inventory of $0.7 million and prepaid expenses and other assets of $2.3 million offset, in part, by a decrease of $5.0 million of accounts payable and accrued liabilities.
For the three months ended April 1, 2012, we generated $6.0 million of net cash from operating activities, while incurring a net loss of $3.7 million. Included in the net loss was approximately $3.0 million in various non-cash expenses consisting of depreciation, stock-based compensation expense, restructuring charges and amortization of intangible assets and acquired technology. Operating cash flows also benefited from decreases in accounts receivable of $1.5 million, inventory of $1.7 million and prepaid expenses and other assets of $0.2 million as well as an increase of $3.3 million in accounts payable and accrued liabilities.
Investing Activities
During the three months ended March 31, 2013 cash used in investing activities was $1.8 million, which was comprised of purchases of property and equipment of $1.0 million and purchases of certificates of deposits of $0.8 million. Investing activities used $1.0 million for the three months ended April 1, 2012, related to purchases of property and equipment.
Previously, we have classified our investment portfolio as “available for sale.” Our investment objectives are to preserve principal and provide liquidity, while maximizing yields without significantly increasing risk. Any excess funds are currently invested in money funds and an included in cash and cash equivalents on the balance sheet. We anticipate that we will continue to purchase necessary property and equipment in the normal course of our business. The amount and timing of these purchases and the related cash outflows in future periods depend on a number of factors, including the hiring of employees, the rate of change of computer hardware and software used in our business and our business outlook.
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Financing Activities
Proceeds from the exercise of stock options amounted to $0.3 million for the fiscal first quarter of 2013. There was minimal financing activity for the fiscal first quarter of 2012.
We have used, and intend to continue to use, the net proceeds from any financing activities for working capital and general corporate purposes, which may include the acquisition of businesses, products, product rights or technologies, strategic investments or purchases of common stock.
We believe that our existing cash and cash equivalents will be sufficient to meet our anticipated cash needs. Although we have the cash necessary to fund our operations, we may also seek additional financing as deeded appropriate to support future company needs and investments. Our future capital requirements will depend upon many factors including our rate of revenue growth, our ability to develop future revenue streams, the timing and extent of spending to support development efforts, the expansion of sales and marketing activities, the timing of introductions of new products and enhancements to existing products, the costs to ensure access to adequate manufacturing capacity and the continuing market acceptance of our products. Additionally in the future, we may become party to agreements with respect to potential investments in, or acquisitions of, other complementary businesses, products or technologies, which could also require us to seek additional equity or debt financing. The sale of additional equity securities or convertible debt securities would result in additional dilution to our stockholders. Additional debt would result in increased interest expenses and could result in covenants that would restrict our operations. We have not made arrangements to obtain additional financing, and there is no assurance that such financing, if required, will be available in amounts or on terms acceptable to us, if at all.
Loan and Security Agreement
On January 14, 2011, we entered into the Loan Agreement SVB under which SVB shall make advances under a Revolving Line of up to $15.0 million, subject to certain restrictions. Advances under the Loan Agreement may be used solely for working capital purposes. Borrowings, if any, under the Loan Agreement bear interest at the greater of the SVB Prime Rate or 4.00% plus 50 basis points. The Revolving Line is collateralized by a first priority perfected lien on, and pledge of, all of our present and future property and assets. The original Loan Agreement had a maturity date of January 14, 2013. Interest accrues at 0.50% on the average unused portion of the Revolving Line. The Loan Agreement contains customary negative covenants for facilities of this type that restrict among other things, our ability to sell assets, make investments and acquisitions, make capital expenditures, grant liens, pay dividends and make certain other restricted payments. The Loan Agreement has three financial covenants related to EBITDA (Earnings before Interest, Tax, Depreciation and Amortization), adjusted quick ratio and perfected cash all of which are defined in the Loan Agreement.
On April 12, 2012, we amended the Loan Agreement and, among other technical changes, extended the maturity date to April 14, 2013 and amended the financial covenants to reflect current business circumstances. Minimum required EBITDA was reduced by at least $2.0 million for each quarter and the adjusted quick ratio was increased from 1.2 to 1.3. We are in compliance with all of the financial covenants as of December 30, 2012.
On September 19, 2012, we took a $5.0 million advance against the Revolving Line for working capital purposes. The advance was repaid on November 15, 2012. On December 15, 2012, we took an additional advance of $5.0 million. Interest on advances against the line is equal to 4.5% as of December 30, 2012 and is payable monthly. We may prepay the advances under the Revolving Line in whole or in part at any time without premium or penalty.
On February 19, 2013, we extended our Revolving Line with SVB through April 14, 2015 and updated the customary affirmative, negative and financial covenants to coincide with our current operating plan. The financial covenants include the following conditions: 1) minimum adjusted quick ratio (cash, cash equivalents and short-term investments and accounts receivable divided by current liabilities, net of deferred revenue) of 1.0 to 1.0; 2) minimum cash balance held with SVB will be between $8.0 million and $10.0 million dependent on specific quarter requirements; 3) minimum EBITDA (Earnings before Interest, Tax, Depreciation and Amortization), between zero and $(9.0) million dependent on specific quarter requirements. Under the facility we may borrow up to $15.0 million dependent on a calculated borrowing base. The borrowing base is the maximum of 80% of eligible accounts receivable. Further, when we achieve two quarters of positive EBITDA performance, availability shall be increased up to $20.0 million and 25% of eligible inventory may also be included in the borrowing base. Loan provisions are similar to the current arrangements. Interest, depending on our Asset-Based Threshold, as defined, varies from SVB Prime plus 75 basis points (or LIBOR plus 325 basis points) to SVB Prime plus 175 basis points. The SVB and LIBOR floors are 4.0% and 1.50%, respectively.
Recent Accounting Pronouncements
There have been no recent accounting pronouncements issued during the first quarter of 2013 that are expected to affect the Company.
Item 3. | Quantitative and Qualitative Disclosures About Market Risk |
All market risk sensitive instruments were entered into for non-trading purposes. We do not use derivative financial instruments for speculative trading purposes. As of March 31, 2013, we did not hold derivative financial instruments.
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Interest Rate Risk
Our exposure to market risk for changes in interest rates relates primarily to our investment portfolio and to advances from our line of credit with SVB. We do not use derivative financial instruments in our investment portfolio. The primary objective of our investment activities is to preserve principal and meet liquidity needs, while maximizing yields and without significantly increasing risk. Our investment policy specifies credit quality standards for our investments and limits the amount of credit exposure to any single issue, issuer, or type of investment. Our investments currently consist primarily of money market funds and are carried at market value. Advances against our line of credit are used to help fund operations. Advances are taken when needed and repaid when such funds are no longer necessary.
As of March 31, 2013, we had cash and cash equivalents of $27.9 million. Money market funds are considered cash equivalents and accounted for $2.0 million of the amount. Short-term investments were $3.6 million and were invested in short-term certificates of deposit. We do not enter into investments for trading or speculative purposes. If the return on our money market funds and certificates of deposit were to change by one hundred basis points, the effect would be immaterial. As of March 31, 2013, advances against the line of credit were $5.0 million. If the interest on the advances from the line of credit were to change by one hundred basis points, the effect would be immaterial.
Foreign Currency Risk
Our revenue and costs, including subcontractor manufacturing expenses, are predominately denominated in U.S. dollars. An increase of the U.S. dollar relative to the currencies of the countries in which our customers operate would make our products more expensive to them and increase pricing pressure or reduce demand for our products. We also incur a portion of our expenses in currencies other than the U.S. dollar, including the Euro, the Japanese yen, Korean won, Indian rupee, Singapore dollar, Chinese Yuan and the Taiwanese dollar. We do not currently enter into forward exchange contracts to hedge exposure denominated in foreign currencies or any other derivative financial instruments for trading or speculative purposes. We expect that our foreign currency exposure will increase as our operations in India and other countries expand. If exchange rates were to change by ten percent, the effect would be to change fiscal year 2013 projected operating expenses by approximately $1.0 million.
Item 4. | Controls and Procedures |
Evaluation of disclosure controls and procedures.
We maintain “disclosure controls and procedures,” as such term is defined in Rule 13a-15(e) of the Exchange Act, that are designed to ensure that information we are required to disclose in reports that we file or submit under the Exchange Act (i) is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms, and (ii) is accumulated and communicated to our management, including our Chief Executive Officer and our Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure. In designing and evaluating our disclosure controls and procedures, management recognized that disclosure controls and procedures, no matter how well conceived and operated, can only provide reasonable, not absolute, assurance that the objectives of the disclosure controls and procedures are met. Our disclosure controls and procedures have been designed to meet reasonable assurance standards. The design of any disclosure controls and procedures is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under any potential future condition. Based on their evaluation, as of the end of the period covered by this Quarterly Report on Form 10-Q, our Chief Executive Officer and Chief Financial Officer concluded that, as of such date, our disclosure controls and procedures were effective at the reasonable assurance level.
Changes in Internal Controls over Financial Reporting.
There was no change in our internal control over financial reporting during the quarter ended March 31, 2013 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
Item 1. | Legal Proceedings |
In November 2006, three putative class action lawsuits were filed in the United States District Court for the Southern District of New York (District Court), against us, certain then current and former directors and officers, as well as the lead underwriters for our initial and secondary public offerings. The lawsuits were consolidated and an amended complaint was filed on April 24, 2007. The amended complaint sought unspecified damages for certain alleged misrepresentations and omissions made by us in connection with both our initial public offering in September 2005 and our follow-on offering in March 2006. On June 25, 2007, we filed motions to dismiss the amended complaint, and on March 10, 2008, the District Court dismissed the case with prejudice. On March 25, 2008, plaintiffs filed a motion for reconsideration, and on June 12, 2008, the District Court denied the motion for reconsideration. On October 15, 2008, plaintiffs appealed the District Court’s dismissal of the amended complaint and denial of its motion for reconsideration to the United States Court of Appeals for the Second Circuit (Court of Appeals). On September 17, 2009, the Court of
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Appeals affirmed the District Court’s dismissal of the amended complaint, but vacated its judgment on the motion for reconsideration and remanded the case to the District Court for further proceedings. On June 11, 2010, plaintiffs filed a motion for leave to amend the complaint in the District Court, and on November 23, 2010, the District Court denied the motion. On January 6, 2011, plaintiffs filed a notice of appeal with the Court of Appeals. On May 25, 2012, the Court of Appeals granted plaintiffs’ appeal, finding that their proposed amended complaint succeeded in stating a claim. The case was remanded to the District Court for further proceedings, and on June 19, 2012, plaintiffs filed their Third Amended Class Action Complaint. The parties held a mediation on December 6, 2012 and agreed to a tentative agreement to settle the case. The plaintiffs submitted a motion for preliminary approval of the settlement on February 28, 2013, and on March 25, 2013, the District Court held a conference and granted preliminary approval of the settlement. The final settlement conference is set for July 8, 2013. Settlement costs are fully covered by insurance.
Additionally, from time to time, we are a party to various legal proceedings and claims arising from the normal course of business activities. Based on current available information, other than as set forth above, we do not expect that the ultimate outcome of any currently pending unresolved matters, individually or in the aggregate, will have a material adverse effect on our results of operations, cash flows or financial position.
Item 1A. | Risk Factors |
Investing in our common stock involves a high degree of risk. You should carefully consider the following risk factors, as well as the other information in this quarterly report on Form 10-Q, and in our other filings with the SEC, before deciding whether to invest in shares of our common stock. Additional risks and uncertainties not presently known to us may also affect our business. If any of these known or unknown risks or uncertainties actually occurs, our business, financial condition and results of operations could be seriously harmed. In that event, the market price for our common stock will likely decline and you may lose all or part of your investment.
Risks Related to Our Customers and Markets
We are in a product transition phase and we may not be able to adequately develop, market or sell new products.
Revenues from certain existing products are decreasing as these products near end-of-life and, beginning in the third fiscal quarter of 2012, we began selling our next generation CPE product Fusiv® Vx185, Vx183, Vx175, and Vx173 chipsets. Further, we are currently developing a new broadband DSL CO platform based on vectoring technology. The successful customer migration to our new products is critical to our business, and there is no assurance that we are or will be able to market and or sell new products and services in a timely manner. New products or services developed in the future may be delayed, and new products may not be accepted by the market, or may be accepted for a shorter period than anticipated. Our sales and operating results may be adversely affected if we are unable to bring new products to market, if customers delay purchases or if acceptance of the new products is slower than expected or to a smaller degree than expected, if at all. Failure of future offerings to be accepted by the market could have a material adverse effect on our business, operations, financial condition, or reputation.
We have had a history of losses, and future losses or the inability achieve or sustain profitability in the future may adversely impact our relationships with customers and potential customers and, therefore, financial condition and liquidity.
Since our inception, we have never been profitable on an annual basis and we have incurred significant net losses leading to an accumulated deficit of $300.1 million as of March 31, 2013. To achieve profitability, we will need to generate and sustain higher revenue and to improve our gross margins while maintaining expense levels that are appropriate and necessary for our business. We may not be able to achieve profitability and, even if it were able to attain profitability, we may not be able to sustain profitability on an on-going quarterly or an annual basis in the future. Since we compete with companies that have greater financial stability, our customers or potential customers may be reluctant to enter into arrangements with us due to the perceived risks to our long term viability.
We may need additional capital, and the sale of additional shares of common stock or other securities would result in additional dilution to our stockholders.
We believe that our current cash and cash equivalents, as well as our line of credit, will be sufficient to meet our anticipated cash needs in the foreseeable future. However, we may require additional cash resources during 2013 as a result of changes in our business conditions or other future developments, including any investments or acquisitions we may decide to pursue. If our resources are insufficient to satisfy our cash requirements, we may seek to sell additional equity or debt securities, which could result in additional dilution to our stockholders. Incurring indebtedness would result in increased debt service obligations and could result in operating and financing covenants that would restrict our operations. We cannot be assured that financing will be available in amounts or on terms acceptable to us, if at all.
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Our common stock previously traded below $1.00 and was subject to delisting from the NASDAQ Capital Market. If our common stock trades below $1.00 in the future, our stock could be subject to delisting, which would adversely affect the market liquidity of our common stock and harm our business.
On June 14, 2012 our common stock was transferred from the NASDAQ Global Market to the NASDAQ Capital Market.” Our common stock is currently traded on the NASDAQ Capital Market under the symbol “IKAN.” In accordance with NASDAQ Marketplace Rule 5810(c)(3)(A), we were provided 180 calendar days from June 14, 2012, or until December 10, 2012, to regain compliance. Since September 10, 2012, the bid price of our common stock closed at $1.00 or more per share and NASDAQ provided written notice that we have regained compliance with the Marketplace Rule. However, there can be no guarantee that we will be able to remain in compliance with the continued listing requirement of the Rule.
If in the future our common stock trades below $1.00 per share for a specified period of time, we could again be subject to delisting. Any delisting could adversely affect the market price of and liquidity of the trading market for our common stock, our ability to obtain financing for the continuation of its operations and could result in the loss of confidence by investors, suppliers and employees.
Our operating results have fluctuated significantly over time and are likely to continue to do so, and as a result, we may fail to meet or exceed our revenue forecasts or the expectations of securities analysts or investors, which could cause the market price of our common stock to decline.
Our industry is highly cyclical and is characterized by constant and rapid technological change, product obsolescence and price erosion, evolving standards, uncertain product life cycles and wide fluctuations in product supply and demand. The industry has, from time to time, experienced significant and sometimes prolonged, downturns, often connected with or in anticipation of maturing product cycles and declines in general economic conditions. To respond to these downturns, some service providers have decreased their capital expenditures, changed their purchasing practices to use refurbished rather than purchasing new equipment, canceled or delayed new developments, and taken a cautious approach to acquiring new equipment and technologies from OEMs, usually with very little notice. This, in turn, has reduced the demand for new semiconductors by our direct customers which could result in significant fluctuations of revenue as the economy changes. Any future downturns may reduce our revenue and result in us having excess inventory. By contrast, any upturn in the semiconductor industry could result in increased demand and competition for limited production capacity, which may affect our ability to ship products and prevent us from benefiting from such an upturn. Accordingly, our operating results may vary significantly as a result of the general conditions in the semiconductor or broadband communications industry, which could cause the market price of our common stock to decline.
Fluctuations in our expenses could affect our operating results.
Our expenses are subject to fluctuations resulting from various factors, including, but not limited to, higher expenses associated with new product releases, addressing technical issues arising from development efforts, costs associated with additional or unanticipated costs for manufacturing or components increasing without notice because we do not have formal pricing arrangements with our subcontractors, costs of design tools and large up-front license fees to third parties for intellectual property integrated into our products, as well as other factors identified throughout these risk factors.
Because many of our expenses are relatively fixed in the short term, or are incurred in advance of anticipated sales, we may not be able to reduce our expenses sufficiently to mitigate any reductions in revenue. Therefore it may be necessary to take other measures to align expenses with revenue. For example, on January 30, 2012, the Board of Directors approved and management initiated a corporate restructuring plan that included a reduction in force by approximately16%. The restructuring plan was completed in fiscal 2012. Restructuring charges included expenses related to the severance for terminated employees and other exit-related costs arising from contractual and other obligations.
General macroeconomic conditions could reduce demand for services based upon our products.
Our business is susceptible to macroeconomic and other world market conditions. As an example, we believe that consumer-targeted broadband services, which are deployed using our technology, are part of most households’ discretionary spending. We believe the global financial economic downturn that began in 2008 and continued into 2013, particularly in Europe, affected consumer confidence and spending negatively. These outcomes and behaviors may adversely affect our business and financial condition. If individual consumers decide not to install—or decide to discontinue purchasing—broadband services in their homes in order to save money in an uncertain economy, the resulting drop in demand could cause telecommunications service providers to reduce or stop placing orders for OEM equipment containing our products. Accordingly, the OEMs’ demand for our products could drop further, potentially having a materially negative effect on our revenue.
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Our common stock previously traded below $1.00 and was subject to delisting from the NASDAQ Capital Market. If our common stock trades below $1.00 in the future, our stock could be subject to delisting, which would adversely affect the market liquidity of our common stock and harm our business.
On June 14, 2012 our common stock was transferred from the NASDAQ Global Market to the NASDAQ Capital Market.” Our common stock is currently traded on the NASDAQ Capital Market under the symbol “IKAN.” In accordance with NASDAQ Marketplace Rule 5810(c)(3)(A), we were provided 180 calendar days from June 14, 2012, or until December 10, 2012, to regain compliance. Since September 10, 2012, the bid price of our common stock closed at $1.00 or more per share and NASDAQ provided written notice that we have regained compliance with the Marketplace Rule. However, there can be no guarantee that we will be able to remain in compliance with the continued listing requirement of the Rule.
If in the future our common stock trades below $1.00 per share for a specified period of time, we could again be subject to delisting. Any delisting could adversely affect the market price of and liquidity of the trading market for our common stock, our ability to obtain financing for the continuation of its operations and could result in the loss of confidence by investors, suppliers and employees.
Our success is dependent upon achieving new design wins into commercially successful systems sold by our OEM and ODM customers.
Our products are generally incorporated into our OEM and ODM customers’ systems at the design stage. As a result, we rely on OEMs and ODMs to select our products to be designed into their systems, which we refer to as a “design win.” At any given time, we are competing for one or more of these design wins. We often incur significant expenditures over multiple fiscal quarters without any assurance that we will achieve a design win. Furthermore, even if we achieve a design win, we cannot be assured that the OEM or ODM’s equipment that we are designed into will be marketed, sold or commercially successful and, accordingly, we may not generate any revenue from the design win. In addition, our OEM and ODM customers can choose at any time to discontinue their systems that include our products or delay deployment, which has occurred in the past from time to time. If we are unable to achieve design wins or if our OEM customers’ systems incorporating our products are not commercially successful or deployed, our operating results would suffer.
Industry consolidation may lead to increased competition and may harm our operating results.
There has been a trend toward industry consolidation in our industry. We expect this trend to continue as companies attempt to strengthen or hold their market positions in an evolving industry and as companies are acquired or are unable to continue operations. We believe that industry consolidation may result in stronger competitors that are better able to compete for customers. This could have a material adverse effect on our business, financial condition and results of operations. Furthermore, rapid consolidation could result in a decrease in the number of customers we serve. Loss of a major customer could have a material adverse effect on our business, financial condition and results of operations.
If we are unable to develop, introduce or achieve market acceptance of our new semiconductor products, our operating results would be adversely affected.
Our industry is characterized by rapid technological innovation and intense competition. Our future success will depend on our ability to continue to predict what new products are needed to meet the demand of the broadband, communication processor or other markets addressable by our products and then introduce, develop and distribute such products in a timely and cost-effective manner. The development of new semiconductor products is complex, and from time to time we have experienced delays in completing the development and introduction of new products. We have in the past invested substantial resources in developing and purchasing emerging technologies that did not achieve the market acceptance that we had expected.
Our ability to develop and deliver new semiconductor products successfully will depend on various factors, including our ability to:
• | successfully integrate our products with our OEM customers’ products |
• | gain market acceptance of our products and our OEM customers’ products. |
• | accurately predict market requirements and evolving industry standards; |
• | accurately define new semiconductor products; |
• | timely complete and introduce new product designs or features; |
• | timely qualify and obtain industry interoperability certification of our products and the equipment into which our products will be incorporated; |
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• | ensure that our subcontractors have sufficient foundry capacity and packaging materials and achieve acceptable manufacturing yields; and |
• | shift our products to smaller geometry process technologies to achieve lower cost and higher levels of design integration. |
If we are unable to develop and introduce new semiconductor products successfully and in a cost-effective and timely manner, we will not be able to attract new customers or retain our existing customers, which would harm our business.
If we do not successfully manage our inventory in the transition process to next generation semiconductor products, our operating results may be harmed.
If we are successful in timely developing new semiconductor products ahead of competitors but do not cost-effectively manage our inventory levels of existing products when making the transition to the new semiconductor products, our financial results could be negatively affected by high levels of obsolete inventory and our operating results would be harmed.
The average selling prices and gross margins of our products are subject to declines, which may harm our revenue and profitability.
Our products are subject to rapid declines in average selling prices due to pressure from customers and competitive pressures, including lowering average selling prices in order to maintain or increase market share. We have lowered our prices significantly at times to gain or maintain market share, and we expect to do so again in the future. In addition, we may not be able to reduce our costs of goods sold as rapidly as our prices have declined. Our financial results, in particular (but not limited to) our gross margins, will suffer if we are unable to maintain or increase pricing, or are unable to offset any future reductions in our average selling prices by increasing our sales volumes, reducing our manufacturing costs or developing new or enhanced products that command higher prices or better gross margins on a timely basis.
Our product sales mix is subject to frequent changes, which may impact our revenue and margin.
Our product margins vary widely by product and customer. As a result, a change in the sales mix of our products could have an impact on the forecasted revenue and margins for the quarter. For example, our Broadband DSL product family generally has higher margins as compared to our Communication Processor product family. Furthermore, the product margins within our Broadband DSL product family can vary based on the type and performance of deployment being used as customers typically pay higher selling prices for higher performance. While we forecast a future product mix and make purchase decisions based on that forecast, actual results can be materially different which could negatively impact our revenue and margins.
Because we depend on a relatively small number of significant customers for a substantial portion of our revenue, the loss of any of our key customers, our inability to continue to sell existing and new products to our key customers in significant quantities or our failure to attract new significant customers could adversely impact our revenue and harm our business.
We have in the past and expect in the future to derive a substantial portion of our revenue from sales to a relatively small number of customers. The composition of these customers has varied in the past, and we expect that it will continue to vary over time. As a result, the loss of any significant customer or a decline in business with any significant customer would materially and adversely affect our financial condition and results of operations. In addition, we may experience pressure from significant customers to agree to customer-favorable sales terms and price reductions. The following customers accounted for more than 10% of our revenue in the periods indicated below:
Direct Customer | March 31, 2013 | April 1, 2012 | ||||||
Sagemcom Tunisie | 24 | % | 15 | % | ||||
Askey Computer Corporation** | 22 | * | ||||||
Paltek Corporation | 10 | 12 | ||||||
Flextronics Manufacturing (Hong Kong) Ltd. | * | 13 | ||||||
NEC Corporation of America | * | 11 |
* | Less than 10% |
** | Askey is a contract manufacturer for Sagemcom |
Recent changes in our senior management positions could negatively affect our operations and relationships with our customers and employees.
We have experienced recent changes in our senior management team, the resignations of our Vice President of Program Management in April 2012 and our Vice President of Sales in March 2013 and the appointments of our new President and Chief
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Executive officer in June 2012, our new Vice President of Operations in September 2012 and our new Vice President of Marketing in February 2013. Changes in our senior management or technical personnel could affect our customer relationships, employee morale, and our ability to operate in compliance with existing internal controls and regulations and harm our business. If we are unable to maintain a consistent senior management team or successfully integrate our current and future members of senior management, our business could be negatively affected.
Because competition for qualified personnel is intense in our industry, we may not be able to recruit and retain necessary personnel, which could impact our product development and sales.
Our future success depends on our ability to continue to attract, retain and motivate other senior management and qualified technical personnel, particularly software engineers, digital circuit designers, mixed-signal circuit designers and systems and algorithms engineers. Competition for these employees is intense and many of our competitors may have greater name recognition and significantly greater financial resources to better compete for these employees. If we are unable to retain our existing personnel, or attract and train additional qualified personnel, our growth may be limited due to our lack of capacity to develop and market our products. All of our key employees are employed on an “at will” basis. The loss of any of these key employees could slow our product development processes and sales efforts or harm the perception of our business. We may also incur increased operating expenses and be required to divert the attention of other senior management to recruit replacements for key employees. Also, our depressed common stock price may result in difficulty attracting and retaining personnel as stock options and other forms of incentive equity grants generally comprise a significant portion of our compensation packages for all employees, which could harm our ability to provide technologically competitive products.
On January 30, 2012, the Board of Directors approved and management initiated a corporate restructuring plan that included a reduction in force by approximately 15% Which was substantially during the first fiscal quarter of 2012. As a result of these restructurings, we may have difficulty in attracting and retaining qualified personnel.
Further the changes in senior management and the multiple restructurings and reductions in workforce have had and may continue to have a negative effect on employee morale.
Risks Related to the Tallwood Investment
Tallwood Investors may exercise significant influence over us, including through their ability to elect three members of our Board of Directors.
In August 2009, we sold 24 million shares of our common stock and warrants to purchase up to an additional 7.8 million shares of our common stock (such common stock and warrants collectively referred to as the Securities) to Tallwood III, L.P., a Delaware limited partnership, Tallwood III Partners, L.P., a Delaware limited partnership, Tallwood III Associates, L.P., a Delaware limited partnership, and Tallwood III Annex, L.P., a Delaware limited partnership (collectively referred to as the Tallwood Investors). The funds raised for the sale of the Securities funded a portion of our acquisition of the Broadband Access product line from Conexant Systems, Inc. In addition, one of the Tallwood Investors participated in our public offering of our common stock in fiscal year 2010 and purchased an additional 5.6 million shares of our common stock. The common stock owned by Tallwood Investors represented approximately 42% of the outstanding shares of our common stock (excluding the exercise of warrants) as of December 30, 2012. Assuming the full exercise of the warrants, the common stock owned by the Tallwood Investors would represent 48% of the outstanding shares of our common stock. Until the third anniversary of the closing of the original issuance of the Securities to the Tallwood Investors, the Tallwood Investors have agreed to vote all of their shares in excess of the shares constituting 35% of our outstanding common stock in the same proportion as the votes cast by all our other stockholders. We also entered into a stockholder agreement with the Tallwood Investors, which, among other things, contains certain governance arrangements and various provisions relating to board composition, stock ownership, transfers by the Tallwood Investors and their affiliates, voting and other matters. Subject to certain exceptions, the Tallwood Investors are permitted under the terms of the stockholder agreement to maintain their ownership interest in Ikanos in subsequent equity offerings. As a result, the Tallwood Investors may have the ability to significantly influence the outcome of any matter submitted for the vote of our stockholders. The Tallwood Investors may have interests that diverge from, or even conflict with, our interests and those of our other stockholders. In addition, the Certificate of Designation of the Series A Preferred Stock provides that the Tallwood Investors have the right to designate three directors to our Board of Directors while the Tallwood Investors hold at least 35% of our outstanding common stock, and a number of directors to our Board of Directors proportional to the Tallwood Investors’ ownership position in us at such time as the Tallwood Investors hold less than 35% of our outstanding common stock. As a result, the directors elected to our Board of Directors by the Tallwood Investors may exercise significant influence on matters considered by our Board of Directors.
The market price of our common stock may decline as a result of future sales of our common stock by the Tallwood Investors.
We are unable to predict the potential effects of the Tallwood Investors’ ownership of our outstanding common stock on the trading activity in and market price of our common stock. Pursuant to the stockholder agreement, we have granted the Tallwood Investors and their permitted transferees’ registration rights for the resale of the shares of our common stock and shares of our
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common stock underlying the warrants. Under the terms of the registration rights, we have filed a registration statement that permits the resale of such securities into the public market, and any such resale would increase the number of shares of our common stock available for public trading. Sales by the Tallwood Investors or their permitted transferees of a substantial number of shares of our common stock in the public market, or the perception that such sales might occur, could have a material adverse effect on the price of our common stock.
Risks Related to Our Operations and Technology
We rely on third-party technologies for the development of our products, and our inability to use such technologies in the future or the failure of such technology would harm our ability to remain competitive.
We rely on third parties for technologies that are integrated into some of our products, including the memory cells, input/output cells, hardware interfaces and core processor logic. If we are unable to continue to use or license these technologies on reasonable terms, or if these technologies fail to operate properly, we may not be able to secure alternatives in a timely manner and our ability to remain competitive would be harmed. Further, if we were to seek to obtain such a license and such license were available, we could be required to make significant payments with respect to past and/or future sales of our products, and such payments may adversely affect our financial condition and operating results. If the party determines to pursue claims against us for patent infringement, we might not be able to successfully defend against such claims. In addition, the third party intellectual property could also expose us to liability and, while we have not experienced material warranty costs in any period as a result of third party intellectual property, there can be no assurance that we will not experience such costs in the future.
We are a fabless semiconductor company and failure to secure and maintain sufficient capacity with our service provider and its subcontractors could significantly disrupt shipment of our products, impair our relationships with customers and decrease sales, which would negatively impact our market share and operating results.
We are a fabless semiconductor company and currently use multiple wafer foundries and factory subcontractors, located primarily in Israel, Malaysia, Singapore and Taiwan to manufacture, assemble and test all of our current semiconductor devices. While we have worked with multiple suppliers, generally each product is made by one foundry and one assembly and test subcontractor. Accordingly, we have been and will continue to be greatly dependent on a limited number of suppliers to deliver quality products on time. In past periods of high demand in the semiconductor market, we have experienced delays in meeting our capacity demand and as a result were unable to deliver products to our customers on a timely basis. In addition, we have experienced similar delays due to technical and quality control problems. In 2012, we entered into the Service Agreement with eSilicon to handle our Master Services. We began the transition of our Master Services in the fiscal second quarter of 2012 and completed the majority of the transition by the end of fiscal year 2012. We will be dependent on eSilicon and, in turn, its suppliers to deliver our products on time as noted above.
If we and/or eSilicon were to need to qualify a new facility to meet our capacity, or if a foundry or subcontractor ceased working with our service provider, as has happened to us in the past, or if production is disrupted, we may be unable to meet our customer demand on a timely basis, or at all. We may be required to incur additional costs and may need to successfully qualify an alternative facility in order to not disrupt our business.
In the event we or our service provider seek to use new wafer foundries to manufacture a portion of our semiconductor products, we may not be able to bring the new foundries on-line rapidly enough and may not achieve anticipated cost reductions.
As indicated above, we have used and our service provider will use a limited number of independent wafer foundries to manufacture all of our semiconductor products which could expose us to risks of delay, increased costs and customer dissatisfaction in the event that any of these foundries are unable to meet our semiconductor requirements. Additional wafer foundries may be sought to meet our future requirements but the qualification process typically requires several months or more. By the time a new foundry is qualified, the need for additional capacity may have passed or we may have lost the potential opportunity to a competitor. If qualification cannot be met in a timely manner, we would experience a significant interruption in supply of the affected products which could in turn cause our costs of revenue to increase and our overall revenue to decrease. This would harm our customer relationships and our market share and operating results would suffer as a result.
When demand for manufacturing capacity is high, we may take various actions to try to secure sufficient capacity, which could be costly and negatively impact our operating results.
Although we have purchase order commitments to supply specified levels of products to our OEM customers, neither we nor our service provider have a guaranteed level of production capacity from any of our foundries or subcontractors’ facilities that we depend upon to produce semiconductors. Facility capacity may not be available when we need it or at reasonable prices. We place our orders on the basis of our OEM customers’ purchase orders or our forecast of customer demand, and our service provider or its foundries and subcontractors may not be able to meet our requirements in a timely manner, or at all.
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In order to secure sufficient manufacturing facility capacity when demand is high and mitigate the risks described in the foregoing paragraphs, we may enter into various arrangements with our service provider that could be costly and negatively affect our operating results, including minimum order quantities over extended periods, and higher costs to secure necessary lead-times.
We may not be able to make any such arrangements in a timely fashion or at all, and any arrangements may be costly, reduce our financial flexibility, not be on terms favorable to us and may contain financial penalties if we do not use all of our allocated facility capacity. These penalties and obligations may be expensive and could harm our business.
Defects and poor performance in our products could result in loss of customers, decreased revenue, unexpected expenses and loss of market share, and we may face warranty and product liability claims arising from defective products.
We have in the past, and may in the future experience, defects (commonly referred to as “bugs”) in our products which may not always be detected by testing processes. Defects can result from a variety of causes, including but not limited to manufacturing problems or third party intellectual property incorporated into our products. If defects are discovered after our products have shipped, we have experienced, and could continue to experience, warranty and consequential damages claims from our customers. If we are unable to deliver quality products, our reputation would be harmed, which could result in the loss of, future orders and business with our customers. Further, we may experience difficulties in achieving acceptable yields on some of our products, which may result in higher per unit cost, shipment delays, and increased expenses associated with resolving yield problems. If any of these adverse risks are realized and we are not able to offset the lost opportunities, our revenue, margins and operating results would decline.
If our forecasts of our OEM customers’ demand are inaccurate, our financial condition and liquidity would suffer.
We place orders with our suppliers based on the forecasts of our OEM customers’ demand. Our forecasts are based on multiple assumptions, each of which may introduce errors into our estimates. If we do not accurately forecast customer demand, we may forego revenue opportunities, lose market share, damage customer relationships or allocate resources to manufacturing products that we may not be able to sell. As a result, as we experienced in the second and third quarters of fiscal 2010, we could have excess or obsolete inventory, resulting in a decline in the value of our inventory, which would increase our cost of revenue, negatively affect gross margins, and create a drain on our liquidity. Our failure to accurately manage inventory against demand would adversely affect our financial results.
To remain competitive, we need to continue to reduce the cost of our semiconductor chips, which includes migrating to smaller geometrical processes, and our failure to do so may harm our business.
We negotiate pricing with our suppliers from time to time. Negotiations with respect to pricing typically depend on order volumes and, if our order volumes decrease over time, we may experience difficulties negotiating favorable pricing, negatively impacting our ability to compete.
We periodically evaluate the benefits, on a product-by-product basis, of migrating to smaller geometrical processes, which are measured in microns or nanometers. We have in the past, and may in the future, experience some difficulties in shifting to smaller geometry process technologies or new manufacturing processes, which resulted in reduced manufacturing yields, delays in product deliveries and increased product costs and expenses. Additionally, upfront expenses associated with smaller geometry process technologies such as for masks and tooling can be significantly higher than those for the processes that we currently use, and our migration to these newer process technologies can result in significantly higher research and development expenses.
Third-party claims of infringement or other claims against us could adversely affect our ability to market our products, require us to redesign our products or seek licenses from third parties, and harm our business. In addition, any litigation required to defend such claims could result in significant expenses and diversion of our resources.
Semiconductor industry companies and intellectual property holding companies often aggressively protect and pursue their intellectual property rights. From time to time, we receive, and we are likely to continue to receive in the future, notices that claim our products infringe upon other parties’ proprietary rights. We may in the future be engaged in litigation with parties who claim that we have infringed their patents or misappropriated or misused their trade secrets or who may seek to invalidate one or more of our patents, and it is possible that we would not prevail in any future lawsuits. An adverse determination in any of these types of claims could prevent us from manufacturing or selling some of our products, could increase our costs of products and could expose us to significant liability. In addition, a court could issue a preliminary or permanent injunction that would require us to withdraw or recall certain products from the market or redesign certain products offered for sale or that are under development. In addition, we may be liable for damages for past infringement and royalties for future use of the technology and we may be liable for treble damages if infringement is found to have been willful. Even if claims against us are not valid or successfully asserted, these claims could result in significant costs and a diversion of management and personnel resources to defend.
Many companies in the semiconductor business have significant patent portfolios. These companies and other parties may claim that our products infringe their proprietary rights. We may become involved in litigation as a result of allegations that we infringe the intellectual property rights of others. Any party asserting that our products infringe their proprietary rights would force us to defend
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ourselves, and possibly our customers, against the alleged infringement. These claims and any resulting lawsuit, if successful, could subject us to significant liability for damages and invalidation of our proprietary rights. We also could be forced to do one or more of the following:
• | stop selling, incorporating or using our products that use the challenged intellectual property; |
• | obtain from the owner of the infringed intellectual property right a license to sell or use the relevant technology, which license may not be available on reasonable terms, or could require us to make significant payments with respect to past or future sales of our products; |
• | redesign those products that use any allegedly infringing technology, which may be costly and time-consuming; or |
• | refund amounts received for allegedly infringing technology or products. |
Any potential dispute involving our patents or other intellectual property could also include our customers which could trigger our indemnification obligations to one or more of them and result in substantial expense to us.
In any potential dispute or claim involving our patents or other intellectual property, our customers could also become the target of litigation. Because we may indemnify our customers for intellectual property claims made against them for products incorporating our technology, any litigation could trigger technical support and indemnification obligations in some of our agreements, which could result in substantial expenses. Any indemnity claim could adversely affect our relationships with our OEM customers and result in substantial costs to us.
We face intense competition in the semiconductor industry and the broadband communications markets, which could reduce our market share and negatively affect our revenue.
The semiconductor industry and the broadband communications markets are intensely competitive. In the VDSL or VDSL-like technology, PON and communications processing markets, we currently compete or expect to compete with, among others, Broadcom Corporation, BroadLight, Inc., Cavium Networks, Inc., Freescale Semiconductor, Inc., Lantiq Deutschland GmbH, Marvell Technology Group Ltd., MediaTek Inc., PMC-Sierra, Inc. and Realtek Semiconductor Corp.
Many of our competitors may have stronger manufacturing subcontractor relationships than us and longer operating histories, greater name recognition, larger customer bases, and significantly greater financial, sales and marketing, manufacturing, distribution, technical and other resources. In addition, many of our competitors have extensive technology libraries that could enable them to incorporate broadband or communications processing technologies into a system on a chip, creating a more attractive product line than ours. These competitors may be able to adapt more quickly to new or emerging technologies and changes in customer requirements. In addition, current and potential competitors have established or may establish financial or strategic relationships among themselves or with existing or potential customers, resellers or other third parties. Accordingly, new competitors or alliances among competitors could emerge and rapidly acquire significant market share. Existing or new competitors may also develop alternative technologies that more effectively address our markets with products that offer enhanced features and functionality, lower power requirements, greater levels of semiconductor integration or lower cost. We cannot assure you that we will be able to compete successfully against current or new competitors, in which case we may lose market share in our existing markets and our revenue may fail to increase or may decline.
Other data transmission technologies and communications processing technologies may compete effectively with the service provider services addressed by our products, which could adversely affect our revenue and business.
Our revenue currently is dependent upon the increase in demand for service provider services that use broadband technology and integrated residential gateways. Besides xDSL and other DMT-based technologies, service providers can decide to deploy PON or fiber and there would be reduced need for our products. If more service providers decide to use FTTH deployments, it could harm our xDSL business if our products are not needed. Furthermore, residential gateways compete against a variety of different data distribution technologies, including Ethernet routers, set-top boxes provided by cable and satellite providers, wireless (WiFi and WiMax) and emerging power line and multimedia over coax alliance technologies. If any of these competing technologies proves to be more reliable, faster or less expensive than, or has any other advantages over the broadband technologies we provide, the demand for our products may decrease and our business would be harmed.
Rapidly changing standards and regulations could make our products obsolete, which would cause our revenue and operating results to suffer.
We design our products to conform to regulations established by governments and to standards set by industry standards bodies worldwide such as the ATIS, and by the ITU-T. Because our products are designed to conform to current specific industry standards, if competing standards emerge that are preferred by our customers, we would have to make significant expenditures to develop new products. If our customers adopt new or competing industry standards with which our products are not compatible, or the industry groups adopt standards or governments issue regulations with which our products are not compatible, our existing products would become less desirable to our customers, and our revenue and operating results would suffer.
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If we fail to secure or protect our intellectual property rights, competitors may be able to use our technologies, which could weaken our competitive position, reduce our revenue or increase our cost.
Our success will depend, in part, on our ability to protect our intellectual property. We rely on a combination of patent, copyright, trademark and trade secret laws, confidentiality procedures and licensing arrangements to establish and protect our proprietary rights. Our pending patent applications may not result in issued patents, and our existing and future patents may not be sufficiently broad to protect our proprietary technologies or may be held invalid or unenforceable in court. While we are not currently aware of misappropriation of our existing technology, policing unauthorized use of our technology is difficult and we cannot be certain that the steps we have taken will prevent the misappropriation or unauthorized use of our technologies, particularly in foreign countries where we have not applied for patent protections and, even if such protections were available, the laws may not protect our proprietary rights as fully as United States law. The patents we have obtained or licensed, or may obtain or license in the future, may not be adequate to protect our proprietary rights. Our competitors may independently develop or may have already developed technology similar to us, duplicate our products or design around any patents issued to us or our other intellectual property. In addition, we have been, and may be, required to license our patents as a result of our participation in various standards organizations. If competitors appropriate our technology and it is not adequately protected, our competitive position would be harmed, our legal costs would increase and our revenue would be harmed.
Changes in current or future laws or regulations or the imposition of new laws or regulations by federal or state agencies or foreign governments could impede the sale of our products or otherwise harm our business.
The effects of regulation on our customers or the industries in which they operate may materially and adversely impact our business. For example, India’s government is currently considering regulation that may limit or prohibit sales of certain telecommunications products manufactured in China. While the rule-making process is not final, if the rules apply to equipment containing our semiconductor products, such regulation could reduce sales of our products and have a negative effect on our operating results.
In addition, the Ministry of Internal Affairs and Communications in Japan, the Ministry of Communications and Information in Korea, various national regulatory agencies in Europe, the European Commission in the European Union, the U.S. Federal Communications Commission have broad jurisdiction over our target markets. Although the laws and regulations of these and other federal or state agencies may not be directly applicable to our products, they do apply to much of the equipment into which our products are incorporated. Governmental regulatory agencies worldwide may affect the ability of telephone companies to offer certain services to their customers or other aspects of their business, which may in turn impede sales of our products.
In addition to the laws and regulations specific to telecommunications equipment, other laws and regulations affect our business. For instance, changes in tax, employment and import/export laws and regulations, and their enforcement commonly occur in the various countries in which we operate. If changes in those laws and regulations, or in the enforcement of those laws and regulations, occur in a manner that we did not anticipate, those changes could cause us to have increased operating costs or to pay higher taxes, and thus have a negative effect on our operating results.
Failure to maintain adequate internal controls as required by Section 404 of the Sarbanes-Oxley Act (SOX) could harm our operating results, our ability to operate our business and our investors’ view of Ikanos.
If we do not maintain the adequacy of our internal controls, we may not be able to ensure that we can conclude on an ongoing basis that we have effective internal control over financial reporting in accordance with Section 404 of SOX. Effective internal controls particularly those related to revenue recognition, valuation of inventory and warranty provisions, are necessary for us to produce reliable financial reports and are important in helping to prevent financial fraud. If we cannot provide reliable financial reports or prevent fraud, our business and operating results could be harmed, investors could lose confidence in our reported financial information, and the trading price of our common stock could drop significantly.
Our international operations subject us to risks not faced by companies without international operations.
We currently obtain substantially all of our manufacturing, assembly and testing services from suppliers and subcontractors located outside the United States, and have a significant portion of our research and development team located in India. In addition, 96% of our revenue for the quarter ended March 31, 2013 and 99% of our revenue for the fiscal year ended December 30, 2012 were derived from sales to customers outside the United States. We have expanded our international business activities and may open other design and operational centers abroad. International operations are subject to many other inherent risks, including but not limited to:
• | political, social and economic instability, including war and terrorist acts; |
• | exposure to different legal standards, particularly with respect to intellectual property; |
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• | trade and travel restrictions; |
• | the imposition of governmental controls and restrictions or unexpected changes in regulatory requirements; |
• | burdens of complying with a variety of foreign laws; |
• | import and export license requirements and restrictions of the United States and each other country in which we operate; |
• | foreign technical standards; |
• | changes in tariffs; |
• | difficulties in staffing and managing international operations; |
• | foreign currency exposure and fluctuations in currency exchange rates; |
• | difficulties in collecting receivables from foreign entities or delayed revenue recognition; and |
• | potentially adverse tax consequences. |
Because we are currently substantially dependent on our foreign sales, research and development and operations, any of the factors described above could significantly harm our ability to produce quality products in a timely and cost effective manner, and increase or maintain our foreign sales.
Fluctuations in exchange rates between and among the U.S. dollar and other currencies in which we do business, may adversely affect our operating results.
We maintain extensive operations internationally. We have offices or facilities in China, France, Germany, India, Japan, Korea and Taiwan. We incur a portion of our expenses in currencies other than the U.S. dollar, including predominantly the Indian Rupee and the Chinese Yuan. A large portion of our cash is held by our international affiliates both in U.S. dollar and local currency denominations. As a result, we may experience foreign exchange gains or losses due to the volatility of these currencies compared to the U.S. dollar. Because we report our results in U.S. dollars, the difference in exchange rates in one period compared to another directly impacts period to period comparisons of our operating results. In addition, our sales have been historically denominated in U.S. dollars. Currency exchange rates have been especially volatile in the recent past and these currency fluctuations may make it difficult for us to predict and/or provide guidance on our results. Currently, we have not implemented any strategies to mitigate risks related to the impact of fluctuations in currency exchange rates and we cannot predict future currency exchange rate changes.
Several of the facilities that manufacture our products, most of our OEM customers and the service providers they serve, and our California facility are located in regions that are subject to earthquakes and other natural disasters.
Several of our subcontractors’ facilities that manufacture, assemble and test our products and five of our wafer foundries are located in Malaysia, Singapore and Taiwan. Several large customers are located in Japan and Korea. The Asia-Pacific region has experienced significant earthquakes and other natural disasters in the past, including a recent major earthquake and tsunami in Japan, and could be subject to additional seismic activities. Any earthquake or other natural disaster in these areas could significantly disrupt these manufacturing facilities’ production capabilities and could result in our experiencing a significant delay in delivery, or substantial shortage of wafers, in particular, and possibly in higher wafer prices, and our products in general. Our headquarters in California are also located near major earthquake fault lines. If there is a major earthquake or any other natural disaster in a region where one of our facilities is located, it could significantly disrupt our operations.
Changes in our tax rates could affect our future results.
Our future effective tax rates could be favorably or unfavorably affected by the absolute amount and future geographic distribution of our pre-tax income, our ability to successfully shift our operating activities to foreign operations and the amount and timing of inter-company payments from our foreign operations subject to U.S. income taxes related to the transfer of certain rights and functions.
Risks Related to Our Common Stock
The market price of our common stock has been and may continue to be volatile, and holders of our common stock may not be able to resell shares at or above the price paid, or at all.
The market price of our common stock has fluctuated substantially since our initial public offering and is likely to continue to be highly volatile and subject to wide fluctuations. Fluctuations have occurred and may continue to occur in response to various factors, many of which we cannot control, including:
• | quarter-to-quarter variations in our operating results; |
• | failure to comply with NASDAQ minimum bid price, as indicated above; |
• | announcements of changes in our senior management; |
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• | the gain or loss of one or more significant customers or suppliers; |
• | announcements of technological innovations or new products by our competitors, customers or us; |
• | the gain or loss of market share in any of our markets; |
• | general economic and political conditions and specific conditions in the semiconductor industry and broadband technology markets, including seasonality in sales of consumer products into which our products are incorporated; |
• | international conflicts and acts of terrorism; |
• | changes in earnings estimates or investment recommendations by analysts; |
• | changes in investor perceptions; |
• | changes in product mix; or |
• | changes in expectations relating to our products, plans and strategic position or those of our competitors or customers. |
The closing sale price of our common stock on the NASDAQ Global Market for the period of January 1, 2007 to March 31, 2013 ranged from a low of $0.67 to a high of $9.34. In addition, the market prices of securities of semiconductor and other technology companies have been volatile, particularly for companies like us, with low trading volumes. This volatility has significantly affected the market prices of securities of many technology companies for reasons frequently unrelated to the operating performance of the specific companies. Accordingly, holders of our common stock may not be able to resell their shares at or above the price paid.
The pending class action litigation could cause us to incur substantial costs and divert our management’s attention and resources.
In November 2006, three putative class action lawsuits were filed in the United States District Court for the Southern District of New York (District Court), against us, certain then current and former directors and officers, as well as the lead underwriters for our initial and secondary public offerings. The lawsuits were consolidated and an amended complaint was filed on April 24, 2007. The amended complaint sought unspecified damages for certain alleged misrepresentations and omissions made by us in connection with both our initial public offering in September 2005 and our follow-on offering in March 2006. On June 25, 2007, we filed motions to dismiss the amended complaint, and on March 10, 2008, the District Court dismissed the case with prejudice. On March 25, 2008, plaintiffs filed a motion for reconsideration, and on June 12, 2008, the District Court denied the motion for reconsideration. On October 15, 2008, plaintiffs appealed the District Court’s dismissal of the amended complaint and denial of its motion for reconsideration to the United States Court of Appeals for the Second Circuit (Court of Appeals). On September 17, 2009, the Court of Appeals affirmed the District Court’s dismissal of the amended complaint, but vacated its judgment on the motion for reconsideration and remanded the case to the District Court for further proceedings. On June 11, 2010, plaintiffs filed a motion for leave to amend the complaint in the District Court, and on November 23, 2010, the District Court denied the motion. On January 6, 2011, plaintiffs filed a notice of appeal with the Court of Appeals. On May 25, 2012, the Court of Appeals granted plaintiffs’ appeal, finding that their proposed amended complaint succeeded in stating a claim. The case was remanded to the District Court for further proceedings, and on June 19, 2012, plaintiffs filed their Third Amended Class Action Complaint. The parties held a mediation on December 6, 2012 and agreed to a tentative agreement to settle the case. The plaintiffs submitted a motion for preliminary approval of the settlement on February 28, 2013, and on March 25, 2013, the District Court held a conference and granted preliminary approval of the settlement. The final settlement conference is set for July 8, 2013. Settlement costs are fully covered by insurance.
Additionally, from time to time, we are a party to various legal proceedings and claims arising from the normal course of business activities. We currently believe that the ultimate outcome of these proceedings, individually and in the aggregate, will not have a material adverse effect on our financial position, results of operations and statement of cash flows. If an unfavorable ruling were to occur in the legal proceeding described above, there exists the possibility of a material adverse effect on our financial position, results of operations and cash flows.
If the securities analyst who currently publishes reports on Ikanos does not continue to publish research or reports about our business, or if he issues an adverse opinion regarding our common stock, the market price of our common stock price and trading volume could decline.
The trading market for our common stock is influenced by the research and reports that industry or securities analysts publish about us or our business. We have lost all the securities research coverage with the exception of one analyst. If this analyst issues an adverse opinion regarding our common stock, the stock price would likely decline. If the analyst ceases coverage of us or fails to regularly publish reports on us, we could lose further visibility to the financial markets, which in turn could cause the market price of our common stock or trading volume to decline.
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Takeover attempts that stockholders may consider favorable may be delayed or discouraged due to our corporate charter and bylaws which contain anti-takeover provisions, Delaware law, or the Tallwood Investors.
Provisions in our certificate of incorporation may have the effect of delaying or preventing a change of control or changes in our management. These provisions include the following:
• | the right of our Board of Directors to elect a director to fill a vacancy created by the expansion of our Board of Directors; |
• | the establishment of a classified Board of Directors requiring that not all members of the board be elected at one time; |
• | the prohibition of cumulative voting in the election of directors which would otherwise allow less than a majority of stockholders to elect director candidates; |
• | the requirement for advance notice for nominations for election to the board of directors or for proposing matters that can be acted upon at a stockholders’ meeting; |
• | the ability of our Board of Directors to alter our bylaws without obtaining stockholder approval; |
• | the ability of our Board of Directors to issue, without stockholder approval, up to 1,000,000 shares of preferred stock with terms set by the Board of Directors, which rights could be senior to those of common stock; |
• | the required approval of holders of at least two-thirds of the shares entitled to vote at an election of directors to adopt, amend or repeal our bylaws or amend or repeal the provisions of our certificate of incorporation regarding the election and removal of directors and the ability of stockholders to take action; |
• | the required approval of holders of a majority of the shares entitled to vote at an election of directors to remove directors for cause; and |
• | the elimination of the right of stockholders to call a special meeting of stockholders and to take action by written consent. |
In addition, because we are incorporated in Delaware, we are governed by the provisions of Section 203 of the Delaware General Corporation Law. These provisions may prohibit large stockholders, in particular those owning 15% or more of our outstanding voting stock, from merging or combining with us. These provisions in our certificate of incorporation, bylaws and under Delaware law could discourage potential takeover attempts and could reduce the price that investors might be willing to pay for shares of our common stock in the future and result in the market price being lower than it would without these provisions.
Due to the significant number of shares of our common stock that the Tallwood Investors hold as discussed above, the Tallwood Investors may have the ability to significantly influence the outcome of any matter submitted for the vote of our stockholders, including a takeover attempt, and may have interests that diverge from, or even conflict with, our interests and those of our other stockholders.
Item 6. | Exhibits |
Exhibit Number | Description | |
31.1 | Certification of Chief Executive Officer pursuant to Securities Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |
31.2 | Certification of Chief Financial Officer pursuant to Securities Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |
32.1 | Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | |
101.INS* | XBRL Instance Document | |
101.SCH* | XBRL Taxonomy Extension Schema Document | |
101.CAL* | XBRL Taxonomy Extension Calculation Linkbase Document | |
101.DEF* | XBRL Taxonomy Extension Definition Linkbase Document | |
101.LAB* | XBRL Taxonomy Extension Label Linkbase Document | |
101.PRE* | XBRL Taxonomy Extension Presentation Linkbase Document |
* | Pursuant to applicable securities laws and regulations, we are deemed to have complied with the reporting obligation relating to the submission of interactive data files in such exhibits and are not subject to liability under any anti-fraud provisions of the federal securities laws as long as we have made a good faith attempt to comply with the submission requirements and promptly amend the interactive data files after becoming aware that the interactive data files fail to comply with the submission requirements. Users of this data are advised that, pursuant to Rule 406T, these interactive data files are deemed not filed and otherwise are not subject to liability. |
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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.
IKANOS COMMUNICATIONS, INC. | ||||
Dated: May 2, 2013 | By: | /s/ Omid Tahernia | ||
Omid Tahernia | ||||
President, Chief Executive Officer and Director | ||||
(Principal Executive Officer) | ||||
Dated: May 2, 2013 | By: | /s/ Dennis Bencala | ||
Dennis Bencala | ||||
Chief Financial Officer and Vice President of Finance | ||||
(Principal Financial and Accounting Officer) |
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IKANOS COMMUNICATIONS, INC.
EXHIBITS TO FORM 10-Q QUARTERLY REPORT
For the Quarter Ended March 31, 2013
Exhibit Number | Description | |
31.1 | Certification of Chief Executive Officer pursuant to Securities Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |
31.2 | Certification of Chief Financial Officer pursuant to Securities Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |
32.1 | Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | |
101.INS* | XBRL Instance Document | |
101.SCH* | XBRL Taxonomy Extension Schema Document | |
101.CAL* | XBRL Taxonomy Extension Calculation Linkbase Document | |
101.DEF* | XBRL Taxonomy Extension Definition Linkbase Document | |
101.LAB* | XBRL Taxonomy Extension Label Linkbase Document | |
101.PRE* | XBRL Taxonomy Extension Presentation Linkbase Document |
* | Pursuant to applicable securities laws and regulations, we are deemed to have complied with the reporting obligation relating to the submission of interactive data files in such exhibits and are not subject to liability under any anti-fraud provisions of the federal securities laws as long as we have made a good faith attempt to comply with the submission requirements and promptly amend the interactive data files after becoming aware that the interactive data files fail to comply with the submission requirements. Users of this data are advised that, pursuant to Rule 406T, these interactive data files are deemed not filed and otherwise are not subject to liability. |
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