(Address, including zip code, and telephone number, including area code, of registrant's principal executive offices)
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes [ ] No [X].
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes [ ] No [X]
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of Registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K, or any amendment to this Form 10-K. [X]
Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a small reporting company. See definition of "large accelerated filer", "accelerated filer" and "small reporting company" in Rule 12b-2 of the Exchange Act (Check One):
Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes [ ] No [X]
The aggregate market value of the voting stock held by non-affiliates of the registrant, based upon the closing sale price of the registrant's common stock on June 29, 2007, as reported on The NASDAQ Global Market, was $183,317,162. Shares of common stock held by each executive officer and director and by each person who to the registrant's knowledge owns 5% or more of the outstanding voting stock have been excluded in that such persons may be deemed to be affiliates. This determination of affiliate status is not necessarily a conclusive determination for other purposes.
The number of shares of common stock outstanding at February 29, 2008 was 28,839,745.
PART III OF THIS REPORT ON FORM 10-K INCORPORATES INFORMATION BY REFERENCE FROM THE REGISTRANT'S PROXY STATEMENT FOR ITS 2008 ANNUAL MEETING OF STOCKHOLDERS - ITEMS 10, 11, 12, 13 AND 14.
PLX Technology, Inc.
INDEX TO
ANNUAL REPORT ON FORM 10-K
FOR YEAR ENDED DECEMBER 31, 2007
Overview
PLX Technology, Inc. ("PLX" or the "Company"), a Delaware corporation established in May 1986, develops and supplies semiconductor devices that accelerate and manage the transfer of data in microprocessor-based systems including networking and telecommunications, enterprise storage, servers, personal computers (PCs), PC peripherals, consumer electronics, imaging and industrial products. We offer a complete solution consisting of three related types of products: semiconductor devices, software development kits and hardware design kits. Our semiconductor devices manage fast and reliable transfer of data in microprocessor based systems. Our software development kits and hardware design kits promote sales of our semiconductor devices by lowering customers' development costs and by accelerating their ability to bring new products to market.
In the last decade, demand for communications, storage, servers, imaging, PCs, consumer electronics and other products that transmit, store and process information rapidly has increased due to:
| · | growth of the Internet, |
| · | deployment of high-speed networking, and |
| · | proliferation of data-intensive multimedia applications. |
Suppliers of these products seek to reduce product development time and to use their scarce engineering resources more efficiently. Until the mid 90’s, these suppliers typically developed their own system components and the connections between the components. Now, however, they are increasingly building their equipment based on industry standard connection methods and purchasing components supplied by other companies that comply with these standards. By doing so, they reduce the time and resources required for product development. Consequently, there is a growing demand for standards-based components that connect systems together, such as our semiconductor devices. The majority of products we ship today are based on three interconnect standards that are widely used in our markets: Peripheral Component Interconnect (PCI), Universal Serial Bus (USB) and PCI Express. PLX is an active member of many of the trade associations that define current and future interconnect standards including PCI™, CompactPCI®, PCI-X®, PCI Express™, USB and HyperTransport™.
Our objective is to expand our advantages in data transfer technology by:
| · | focusing on high-growth markets; |
| · | delivering comprehensive solutions, including semiconductor devices, software development kits and hardware design kits; |
| · | extending our technology advantages by incorporating new functions and technologies, |
| · | driving industry standards; and |
| · | strengthening and expanding our industry relationships. |
Our headquarters are located at 870 W. Maude Avenue, Sunnyvale, California 94085. The telephone number is (408) 774-9060. Additional information about PLX is available on our website at http://www.plxtech.com. Information contained in the website is not part of this report.
Our Annual Report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and all amendments to those reports and the Proxy Statement for our Annual Meeting of Stockholders are made available, free of charge, on our website, http://www.plxtech.com, as soon as reasonably practicable after the reports have been filed with or furnished to the Securities and Exchange Commission. Industry Background
Microprocessor-based systems are found in many common products and offer varying levels of performance depending on each product's requirements. These products range from low performance devices such as electronic toys and kitchen appliances to complex, high-performance electronic equipment such as network routers and switches. High-performance microprocessor-based systems offer increased data processing capabilities and typically utilize one or more 32-bit or 64-bit microprocessors, fast memories and peripherals and sophisticated operating systems and software applications.
The growth of the communications infrastructure has increased the demand for high performance microprocessor-based systems. This demand has been fueled by the growth of the Internet; the deployment of high-speed networking systems to transmit, store, and process data; and the proliferation of data types in the network, including voice traffic and multimedia.
Markets for electronic equipment that rely on high-performance microprocessor-based systems include the following:
| · | Networking and Telecommunications. Networking and telecommunications applications include digital telephony, multimedia gateways, wireless base stations, remote access concentrators, routers, switches and cable modem equipment. This market segment has grown rapidly due to the rise of the Internet and the proliferation of high bandwidth communication technologies such as Gigabit and 10 Gigabit Ethernet, Asynchronous Transfer Mode, or ATM, cable modems, Digital Subscriber Line, or xDSL, Voice-over-IP, or VoIP and wireless communications protocols. |
| · | Enterprise Storage. Enterprise storage applications include disk storage systems in both Network Attached Storage (NAS) and Storage Area Networks (SAN) and storage host bus adapters. The growing use of multimedia applications and storage networks is driving demand for increased data storage capacity. |
| · | Servers. Data transfer rates through servers have increased because of their higher processing power and the greater data-handling workload caused by broad internet usage and the need to process high data-content material such as video files and complex applications. |
| · | Imaging. Imaging applications include printers, copiers, medical instrumentation and video and graphics equipment. The popularity of digital photography and video, the demand for better image quality and higher performance, increasing demand for video surveillance security equipment, as well as connection of these applications to high-speed networks, have increased their data processing requirements. |
| · | Industrial. Industrial applications include a wide range of process control computers and factory automation equipment. These products have high data transfer rate requirements, are used to monitor and control complex processes in real-time and are being increasingly attached to networks. |
| · | PC Peripherals and Consumer Electronics. PC peripheral applications include graphics adapters, TV tuners and communication peripherals. Examples of consumer electronics applications include portable media players, digital camcorders, set top boxes, printers and TV tuners for PCs. These products are increasingly using high speed connection standards for data transfers. |
Manufacturers of products that rely on high-performance microprocessor-based systems seek to maximize the performance and minimize the cost of their increasingly complex products. In addition, these manufacturers must develop and bring new products to market quickly to keep pace with technological advancements.
The I/O Subsystem
A typical computer system can be described in terms of four primary functions: the host microprocessor, the memory, the peripherals and the input/output, or I/O, subsystem. The host microprocessor is the primary control center for the system. The memory acts as a storage area for instructions to be executed and data to be processed. The peripherals enable connections between the system and other external devices such as network components, printers and storage systems. The I/O subsystem is the interconnect circuitry and software that connects these three other functions and allows for the transfer of instructions and data among these functions. The I/O subsystem may also connect the system to the outside world. The I/O subsystem includes the system bus or switch fabric, which is a physical connection between these different functions.
To enable increased performance and functionality from computer systems, semiconductor suppliers have historically focused on improving the operation of peripherals, microprocessors and memories. The interconnect silicon in the I/O subsystem must also improve to keep pace with these improvements by transferring more information efficiently and at faster speeds.
In parallel with the increased performance demands of customers and their data traffic, the reliability of these systems is under constant pressure to improve. This is especially true as the networking and telecommunications disciplines merge through use of the Internet to carry all types of traffic. Highly available systems are required to meet the expectations of customers.
As data transfer and reliability requirements for the I/O subsystem have increased, so has the complexity of its interface logic and related software. Until the mid 90’s, most microprocessor-based systems used simple I/O subsystems that contained limited logic and rudimentary software, if any. Complex I/O subsystem components such as switches, elaborate control logic and advanced software were costly, and therefore their use was confined to very high-end equipment such as mainframe computers. Furthermore, the lack of widely accepted I/O standards impeded the use of complex I/O subsystems in other than high-end applications. However, advances in semiconductor technology combined with the widespread adoption of standards in microprocessor-based systems have enabled the development of highly integrated semiconductor devices that can better manage I/O subsystem performance at lower cost.
Penetration of I/O Standards in Systems
Until the mid 90’s, microprocessor-based systems manufacturers relied on a wide variety of proprietary solutions and a fragmented set of industry standard I/O architectures. For example, many networking, imaging, storage and industrial applications employed proprietary architectures to meet their specific performance and cost requirements. A mix of standard buses such as VMEbus, Multibus and ISA was used in some industrial, telecommunications and military applications. Software was even more fragmented with many proprietary and application specific software architectures in use. While developers could take advantage of many standard microprocessor, memory and peripheral components supplied by external vendors, the lack of acceptable I/O standards forced many to develop custom I/O subsystems internally, placing a heavy demand on development resources.
The deployment of the PCI standard was one of the catalysts for the widespread adoption of I/O standards in microprocessor-based systems. In the early 1990s, PC and server manufacturers developed PCI, a new standard hardware architecture to connect the major components of their systems at high speed. It offered up to a one hundred times improvement in I/O data transfer rates over the previous architectures. By the mid-1990s, PCI became the most widely used bus architecture in the PC market. Consequently, many suppliers of peripheral semiconductor components used in PCs adopted PCI as the standard system interface. In addition to penetrating the PC and server market, PCI gained popularity as a standard I/O architecture for many other high-performance microprocessor-based systems because it allows the use of low cost and state-of-the-art peripheral semiconductor components developed for the PC market and provides a foundation for system interoperability. PCI also offered equivalent or superior performance to the in-house developed standards of many electronic equipment suppliers. Furthermore, the use of PCI enabled faster time to market, lower development cost and the ability to quickly integrate new I/O components.
By the late 90’s, PCI became established as a major “in-the-box” interconnect for connecting components within a system.
Also in the late 90’s USB emerged as a major “box-to-box” interconnect for connecting PCs to PC peripherals and consumer electronics devices. Prior to USB, a diverse collection of proprietary and industry standard connections, such as serial port, parallel port and SCSI (Small Computer Serial Interface) were used to connect PCs to peripherals such as printers and external storage devices and to consumer electronic devices such as cell phones, digital cameras and portable media players. USB provides a single standard connection that allows PCs to connect to peripherals and consumer electronics devices made by different manufacturers.
In 2001 and 2002, the PCI Express standard was developed as a higher-performance upgrade to the widely-deployed PCI standard. Many builders of microprocessor-based systems need the improved performance of PCI Express to ensure that the I/O subsystem data transfer capacity keeps pace with the increasing performance of the surrounding processors and peripheral devices. In addition to higher data throughput, PCI Express enables more devices to be connected and improves system management. Although PCI Express, which is a switched-serial architecture, is different in terms of hardware than PCI, a parallel bus architecture, it is software compatible with PCI. This software compatibility attribute makes the task of upgrading PCI systems to take advantage of PCI Express’s performance advantages relatively simple and inexpensive. Although initially it was used only in the computing market, PCI Express is now the leading I/O standard for new designs in many other markets including storage systems, communications equipment, embedded systems and PC Peripherals.
This rapid acceptance is expected to continue as a solid cost competitive ecosystem has developed encouraging the use of PCI Express in more and more applications.
Need for Standard I/O Interconnect Products and Comprehensive I/O Solutions
Even with standard I/O specifications, design teams must still create the circuitry and related software that implement these specifications. Designers must also update their I/O subsystems to include frequent improvements in these specifications.
Instead of developing all the hardware and software technology internally, system developers seek to focus their scarce engineering resources on the proprietary features of their products. By using standard semiconductor devices in the I/O subsystem instead of custom-designed devices they are able to implement the basic framework of the system more easily and thereby reduce the I/O subsystem design effort resulting in faster time-to-market and lower development cost. Standard products allow the design teams to concentrate their efforts on differentiating hardware and software features. In addition to standard interconnect semiconductor devices, system designers can benefit from several other design elements, such as data control software, hardware design kits and third-party development tools to complete their development work in a timely manner. These additional elements simplify development and improve time to market. They provide design teams with proven hardware and software design examples and the tools to adapt these examples to their needs.
Due to the availability and adoption of I/O standards by developers of microprocessor-based systems, servers and PCs, there is a large and growing demand for I/O subsystem components based on these standards.
The PLX Solution
PLX develops and supplies interconnect semiconductor devices and supporting hardware and software platforms that accelerate and manage the transfer of data in high-performance microprocessor-based systems.
Our solution consists of three related products:
| · | interconnect semiconductor devices, |
| · | software development kits which assist in developing systems that incorporate our semiconductor devices and |
| · | hardware design kits that allow development of a system using our semiconductor devices and software development kits. |
Development tools provided by third parties support these three related products. Our products are designed for use in a variety of applications including networking and telecommunications, enterprise storage, servers, embedded control, PC peripheral and consumer electronics. Our chips are highly integrated, cost-effective semiconductor devices that optimize the flow of data and simplify the development of high-performance I/O subsystems. Our software development kits and hardware design kits promote sales of our semiconductor devices by lowering customers' development costs and allowing them to bring new products to market more quickly.
PLX products shipping today provide I/O connectivity solutions mainly for the PCI Express, PCI, PCI-X, and USB standards. As new I/O standards evolve, we expect to support them where appropriate. More than 1,000 electronic equipment manufacturers use PLX semiconductor devices in a wide variety of applications.
Historically, PLX supplied bridges, controllers, and accelerators to the PCI, PCI-X and USB markets. Today, PLX’s main focus is supplying the needs of the fast growing demand for PCI Express Switches. PCI Express is a serial point to point technology that requires switches to route the traffic similar to Ethernet. PCI and PCI-X did not require these devices. This has opened up an exciting new market for suppliers like PLX.
Strategy
Our objective is to continue to expand our market position as a developer and supplier of I/O connectivity solutions for high-performance systems. Key elements of our strategy include the following:
Focus on High-Growth Markets. We focus on the high-growth communications, storage, server, embedded control, PC peripheral and consumer markets. Within these markets, there are many highly differentiated applications with different design criteria such as product function, performance, cost, power consumption, software, size limitations and design support. The requirements of many of these differentiated applications are addressed by our products, and we target those applications where we believe we can attain a leadership position.
Deliver Comprehensive Solutions. Our products provide system developers with a comprehensive, proven development environment to simplify I/O subsystem design, enhance performance, reduce development costs and accelerate time-to-market. This solution consists of semiconductor devices, software development kits and hardware design kits. These design elements are supported by development tools provided by third parties.
Extend I/O Subsystem Technology. We offer our customers highly integrated semiconductor devices and related software that incorporate many of the latest advances in I/O interconnect technology. Our semiconductor devices and software are designed to enable quick adoption of new I/O technologies and enhancements to existing I/O standards. We seek to integrate additional I/O-related functions into our semiconductor devices to provide our customers with additional value. We employ a team of engineers with expertise in system architectures, product definition and semiconductor and software design to maintain our I/O subsystem technology advantages.
Drive I/O Subsystem Standards. We believe that our understanding of I/O technology trends and market requirements allows us to bring to market more quickly new products that support the latest I/O technologies. Through our participation in key industry groups responsible for standards such as the PCI Special Interest Group, the PCI Industrial Computer Manufacturer's Group (PICMG), PCI-X Manufacturers' Group, and the USB Implementers Forum (USB-IF), we have taken an active role in defining new I/O standards.
Strengthen and Expand Industry Relationships. We work with industry leaders in developing hardware and software development tools and marketing programs that promote the use of each company's products. Partners include AMD, Broadcom, Intel, Jungo, Microsoft, Freescale, Cavium, One Stop Systems, Pigeon Point, RamBus, Virage, Magma, Synopsys, NEC, Bayside, AMCC, ARM and National Instruments. As a result of these relationships, we enable microprocessor-based systems designers to choose the best products for their particular applications while still employing our product as the core of their I/O subsystem design.
Customers
We supply our products to end customers for a wide variety of communications, storage, server, embedded control, PC peripheral and consumer appliance applications. We sell our products directly to our end customers as well as to our distributors. The typical product life cycle of a high performance microprocessor-based system is one to two years or more of product development and initial marketing activity followed by one to five years or more of volume production, assuming the product is successful in the market. The system design team typically selects the sole-source hardware and software components early in the design cycle. Generally, the system will incorporate these same components throughout its product life because changes require an expensive re-engineering effort. Therefore, when our products are designed into a system, they are likely to be used in that system throughout its one to five year or more production life.
Our products are standard semiconductor devices that may be incorporated into equipment used in several of our target markets. More than 1,000 electronic equipment manufacturers incorporate our semiconductor devices in their products.
Products
Our products consist of interconnect semiconductor devices, software development kits and hardware design kits. Development tools provided by third parties support these three design elements. The sales of our interconnect semiconductor devices account for substantially all of our revenues. We generate less than 1% of our revenues from sales of our software development and hardware design kits. Our software development kits and hardware design kits promote sales of our semiconductor devices by lowering customers' development costs allowing them to bring new products to market more quickly.
PCI Express Bridges. The PCI Express bus standard has become the interconnect standard for the latest servers, notebooks, desktops, graphics, storage, communications and embedded systems. With its 2.5 to 5.0 Gigabit per second line rate/lane, it offers significantly higher performance than legacy standards. PCI Express Bridges enable conventional PCI products (32-bit/33 MHz, 32-bit/66 MHz and even 64-bit/133 MHz PCI-X) to be upgraded for use in new PCI Express systems. This allows users to quickly bring a new product to market. Applications using these bridge devices include servers, storage host bus adapters, graphics, TV tuners and security systems. The reverse bridging feature also allows users to bridge backwards allowing the latest PCI Express based powerful CPUs/Graphics processors to still service and support the legacy PCI and PCI-X market.
PCI Express Switches. Since PCI Express is a point to point serial interconnect, it requires a switch to connect a single port from a processor or chipset to many end-points. Example of applications include fanout in servers, dual graphics in gaming and workstation systems, control planes in networking and backplanes in embedded and industrial equipment. PLX switches allow aggregation of multi-channel Gigabit Ethernet, Fibre Channel, graphics and SAS cards to the host. PLX switch products are offered in various configurations as requirements vary from one application to the next. PCI Express switches have become a basic building block in systems being designed today using this standard. PLX started with the Gen 1 family of PCI Express at 2.5 Gigabit per second and now has products on the market supporting the new Gen 2 specification where the data rate has doubled to 5.0 Gigabit per second.
I/O Accelerators. Our I/O accelerators are semiconductor devices that accelerate movement of data across a PCI bus and between one or more devices or subsystems that need to communicate across the PCI bus. These products incorporate the Data Pipe Architecture technology, a set of circuits and features that enable an efficient flow of data within systems with minimal supervision from the system processor. Our I/O accelerators address a range of applications and provide flexible interfaces that allow them to connect to a wide variety of semiconductor devices, including chipsets from major chipset vendors; FPGAs and processors such as Freescale's PowerPC, Intel's i960 and Strong ARM, Hitachi's SH and Motorola's 68K series. Customers also use these semiconductor devices in connection with digital signal processors, or DSPs, from Texas Instruments and others. The I/O accelerators can be connected with a wide range of peripheral devices, including LAN, WAN, disk control and graphics.
PCI-to-PCI Bridges. PCI-to-PCI bridges are chips that increase the number of peripheral devices that can be included in a microprocessor-based system. PCI-to-PCI bridges have become common in a wide variety of systems, including servers, storage, communications and embedded-control applications such as imaging, industrial control and test equipment. PLX’s bridge product line spans the entire PCI range, from 32-bit 33MHz through 64-bit 66MHz, and includes 133MHz PCI-X devices.
USB Interface Chips. USB interface chips are used by computer peripherals to connect to a PC through an external cabled connection. The USB standard allows for connections to be made at different speeds. Hi-Speed USB (also known as USB 2.0) provides 40x the bandwidth of Full-Speed USB and can be found on most PCs sold after 2003. However, many PC peripherals today, such as mice, printers and digital cameras, still utilize Full-Speed transfer rates. PLX’s products are all USB 2.0 Hi-Speed and are backward compatible with USB Full-Speed. Hi-Speed connections can be found today on devices like multi-function printers, DVD camcorders, portable media players, portable navigation systems, digital cameras, PDAs and hard disks.
Software Development Kits. Our software development kits, or SDKs, are designed to simplify and accelerate the development of systems that incorporate our semiconductor devices. Support is provided for several industry-leading operating systems, including VxWorks from Wind River, Linux, Microsoft Windows and Vista as well as generic applications and other operating systems. The SDKs include an application programming interface, or API, that enables developers to execute complex transactions with simple commands. This common interface allows customers to preserve their software investment even as their designs evolve in complexity and as new I/O architectures are deployed.
Hardware Design Kits. We offer hardware design kits that support the development of systems incorporating PLX semiconductor devices. We call our hardware design kits "rapid development kits", or RDKs. Designers use the RDKs to evaluate our semiconductor devices and to simplify and accelerate product development. Each hardware design kit includes a development circuit board that designers can use to evaluate the PLX products and also design their own system. These hardware design kits also include technical drawings, documentation and other design assistance tools.
To offer additional design support, we work with third party companies that provide development tools for our customers. Although we receive no revenue directly from these development tools, they promote sales of our semiconductor devices because these tools often make it easier to develop systems incorporating our products. Examples include software development tools from Jungo, Microsoft, Pigeon Point and Wind River and software modeling tools from Synopsys and Magma.
Our principal product offerings and functions include the following:
Category | Product | Description |
Semiconductor Devices | | |
| PCI Express Bridges | PEX 8111 | o Support the standard PCI Express serial interconnect protocol |
| | PEX 8112 | o Facilitate the connection of the newest PCI Express processors |
| | PEX 8114 | o Enable conventional PCI products to be upgraded for use in the newest PCI Express standard |
| | PEX 8311 | |
| PCI Express Switches | PEX 8505 | o Facilitate the connection of the newest PCI Express processors |
| | PEX 8508 | o Provide essential system fanout required by the point-to-point PCI |
| | PEX 8509 | o Provide PCI Express signal routing |
| | PEX 8512 | |
| | PEX 8516 | |
| | PEX 8517 | |
| | PEX 8518 | |
| | PEX 8524 | |
| | PEX 8525 | |
| | PEX 8532 | |
| | PEX 8533 | |
| | PEX 8534 | |
| | PEX 8535 | |
| | PEX 8547 | |
| | PEX 8548 | |
| | PEX 8612 | |
| | PEX 8616 | |
| | PEX 8624 | |
| | PEX 8632 | |
| | PEX 8648 | |
| 32-bit/33 MHz Target I/O Accelerators | PCI 9030 | o Enable connection of 8-, 16- and 32-bit peripherals and personal |
| | PCI 9050 | computer adapters to PCI |
| | PCI 9052 | |
| 32-bit/33 MHz Master I/O Accelerators | PCI 9054 | o Provide the flexibility to connect with a wide range of processors, |
| | PCI 9060SD | peripherals and memory |
| | PCI 9060ES | |
| | PCI 9060 | |
| | PCI 9080 | |
| 32 and 64-bit/66 MHz I/O Accelerators | PCI 9056 | o Provide the flexibility to connect with a wide range of |
| | PCI 9656 | peripherals and memory |
| PCI and PCI-X Bridge Chips | PCI 6140 | o Increase the number of PCI peripheral devices that can be included in |
| | PCI 6150 | a microprocessor-based system |
| | PCI 6152 | |
| | PCI 6154 | |
| | PCI 6156 | |
| | PCI 6254 | |
| | PCI 6350 | |
| | PCI 6466 | |
| | PCI 6520 | |
| | PCI 6540 | |
| USB Bridge Chips | NET 1080 | o Connect CPUs and DSPs to a high-speed USB device port |
| | NET 2252 | |
| | NET 2260 | |
| | NET 2270 | |
| | NET 2272 | |
| | NET 2280 | |
| | NET 2282 | |
| | NET 2888 | |
| | NET 2890 | |
Software Development Kits | | |
| PCI Software | SDK | o Provide tools for accelerating design of data transport software |
| | | o Include development and debugging utilities, sample firmware and drivers |
Hardware Design Kits | | |
| Rapid Development Kits | Kits supporting a | o Include development circuit boards, SDK Software, documentation and |
| | range of products | schematics to assist system development |
Technology
We believe that supplying high-performance connectivity solutions for I/O subsystems requires expertise in four areas:
Semiconductor Design. Our engineers have substantial expertise in semiconductor design and have developed a comprehensive library of complex functional blocks for use in semiconductor devices for I/O connectivity. As a result of this expertise, we offer both innovative architectures and high levels of functionality. We continue to integrate more functionality in our semiconductor devices to reduce cost, improve performance, reduce size and simplify the customer's design effort.
Software Technology. We devote engineering resources to the development of software technology used to assist the system developer in debugging hardware and creating data control software. The quality and availability of these tools are key differentiating factors between PLX and competing alternatives. We continue to enhance and expand our software development kits, which contain a set of programming interfaces that simplify the development of software. Our software expertise provides us with valuable insights into our customers' software development issues, which aids the definition and development of future semiconductor devices. Software revenue from sales of our software development kits amounted to less than 1% of our net revenues for 2007.
System Design. We employ a team of system level design engineers that develop hardware design kits. These kits are high-performance adapters and embedded systems that customers can use to assist development of their products. Each of these hardware design kits is a system or adapter similar in complexity to those built by our customers. The system design experience provides us valuable insights which we can use to improve future semiconductor device and software products.
Industry Standards. Through our participation in the key industry groups responsible for interconnect standards, we take an active role in defining new I/O standards.
Competition
Competition in the semiconductor industry is intense. If our target markets continue to grow, the number of competitors may increase significantly. In addition, new semiconductor technologies may lead to new products that can perform similar functions as our products.
Competition in the various markets we serve comes from companies of various sizes, many of which are significantly larger and have greater financial and other resources. Thus they can better withstand adverse economic or market conditions. Our principal products compete with standard products from companies such as Cypress Semiconductor, Genesys Logic, IDT, Intel, NEC, Oxford Semiconductor, Pericom Semiconductor, NXP Semiconductor, Renesas, Texas Instruments and Tundra Semiconductor.
In addition, two alternative devices can perform some or all of the functions of our devices. The first is the Application Specific Integrated Circuit, or ASIC. With the ASIC approach, a customer creates a custom semiconductor device for a particular application. Because the customer buys the ASIC directly from the semiconductor foundry, this approach may lead to lower unit production costs. However, this approach entails a large initial time and resource investment in developing the custom device. The second alternative device is the Field Programmable Gate Array, or FPGA. The FPGA is a semiconductor device whose logic function can be programmed by the system manufacturer. This requires less design effort and time than the ASIC approach. However, because of the additional circuitry required to enable the device to be programmed, this approach typically entails higher unit production costs which can be prohibitive compared to ASICs or standard semiconductor devices. Nevertheless, FPGA prices have decreased steadily and in many cases are competitive with prices for standard semiconductor devices. Accordingly, we also experience competition from leading ASIC suppliers, including IBM, LSI Logic, NEC, and Toshiba as well as from FPGA suppliers, including Actel, Altera, Atmel, Lattice, Quicklogic and Xilinx. Many of these competitors are large companies that have significantly greater financial, technical, marketing and other resources than PLX.
We believe that the principal factors of competition in our business include functionality, product performance, price, product innovation, availability of development tools, customer service and reliability. We believe that we compete favorably with respect to each of these factors. We differentiate our products from those of our competitors by incorporating innovative features that allow our customers to build systems based on industry standards that are more efficient and higher in performance. Furthermore, in general, our software and hardware development tools are more comprehensive than competing solutions. However, we cannot assure you that we will be able to compete successfully in the future against existing or new competitors, and increased competition may adversely affect our business.
Sales, Marketing and Technical Support
Our sales and marketing strategy is to achieve design wins at leading systems-companies in high-growth market segments. We market and sell our products in the United States through a combination of direct regional sales managers, a network of independent manufacturers' representatives and distributors. We maintain United States sales liaison offices in California, Connecticut, Illinois, Massachusetts and Texas.
Outside the United States, we have engaged a team of manufacturers' representatives, stocking representatives and distributors to sell and market our products. Our international network includes representatives in Australia, Austria, Belgium, Brazil, Canada, Denmark, Finland, France, Germany, Hong Kong, India, Ireland, Israel, Italy, Japan, Korea, Norway, People's Republic of China, Singapore, South Africa, Spain, Sweden, Switzerland, Taiwan, The Netherlands and the United Kingdom. We maintain a sales liaison office in the United Kingdom and France to service customers in Europe and the Middle East. We also maintain sales liaison offices in Korea, Taiwan, and China to service customers in Korea, Southeast Asia and The People's Republic of China. Finally, we maintain a sales liaison office in Japan to service customers in Japan.
As of December 31, 2007, we employed 55 individuals in sales and marketing. Sales in North America represented 29%, 30% and 32%, of net revenues for 2007, 2006 and 2005, respectively. All worldwide sales to date have been denominated in U.S. dollars. We have one operating segment, the sale of semiconductor devices. Additional segment reporting information is included in Note 11 of Notes to the Consolidated Financial Statements in this form 10-K.
Net revenues through distributors accounted for approximately 77%, 70% and 57% of our net revenues for 2007, 2006 and 2005, respectively. Included in 2006 distributor revenues is the amount of $2.8 million, or 3.4% of total net revenues, resulting from the change in the accounting for revenues to distributors. See “Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations - Critical Accounting Policies - Revenue Recognition” in this Form 10-K for details on the change in accounting for distributor revenues. Revenues related to sales through distributors are expected to continue to account for a large portion of our total revenues. See "Item 1A, Risk Factors - Certain Factors That May Affect Future Operating Results - A Large Portion of Our Revenues Is Derived from Sales to Third-Party Distributors Who May Terminate Their Relationships with Us at Any Time" in this Form 10-K.
In 2007, sales to Excelpoint Systems, Metatech and Answer Technology, distributors, accounted for 18%, 17% and 10%, respectively, of our net revenues. In 2006, sales to Metatech and Answer Technology accounted for 31% and 10%, respectively, of our net revenues. In 2005, sales to Metatech accounted for 23% of our net revenues. No other distributor or direct customer accounted for more than 10% of net revenues in any period presented.
Technical support to customers provided under warranty is provided through field and factory applications engineers, technical marketing personnel and, if necessary, product design engineers. Local field support is provided in person, email, internet or by telephone. We also use our website to provide product documentation and technical support information. We believe that providing customers with comprehensive product support is critical to remaining competitive in the markets we serve. In addition, our close contact with customer design engineers provides valuable input into existing product enhancements and next generation product specifications.
Research and Development
Our future success will depend to a large extent on our ability to rapidly develop and introduce new products and enhancements to our existing products that meet emerging industry standards and satisfy changing customer requirements. We have made and expect to continue to make substantial investments in research and development and to participate in the development of new and existing industry standards.
The majority of our engineers are involved in semiconductor device development, with the remaining engineers working on software and reference design hardware. Before development of a new product commences, our marketing managers work closely with research and development engineers and customers to develop a comprehensive requirements specification. In addition, our marketing managers and engineers review the applicable industry standards and incorporate desired changes into the new product specification. After the product is designed and commercially available, our engineers continue to work with various customers on specific design issues to understand emerging requirements that may be incorporated into future product generations or product upgrades.
Our research and development expenditures totaled $24.4 million, $20.2 million and $18.5 million in 2007, 2006 and 2005, respectively. Research and development expenses consist primarily of salaries, share-based compensation and related costs of employees engaged in research, design and development activities. In addition, expenses for outside engineering consultants and non-recurring engineering at our independent foundries are included in research and development expenses. As of December 31, 2007, there were 71 employees engaged in research and development. We perform our research and development activities at our headquarters in Sunnyvale, California. We periodically seek to hire additional skilled development engineers who are currently in short supply. Our business could be adversely affected if we encounter delays in hiring additional engineers. See "Item 1A, Risk Factors - Certain Factors That May Affect Future Operating Results - We Could Lose Key Personnel Due to Competitive Market Conditions and Attrition" in this Form 10-K.
Our future performance depends on a number of factors, including our ability to identify emerging technology trends in our target markets, define and develop competitive new products in a timely manner, enhance existing products to differentiate them from those of competitors and bring products to market at competitive prices. The technical innovations and product development required for us to remain competitive are inherently complex and require long development cycles. We typically must incur substantial research and development costs before the technical feasibility and commercial viability of a product can be ascertained. We must also continue to make significant investments in research and development in order to continually enhance the performance and functionality of our products to keep pace with competitive products and customer demands for improved performance. Revenues from future products or product enhancements may not be sufficient to recover the development costs associated with these products or enhancements. The failure to successfully develop new products on a timely basis could have a material adverse effect on our business.
Manufacturing
We have adopted a "fabless" semiconductor manufacturing model and outsource all of our semiconductor manufacturing, assembly and testing. This approach allows us to focus our resources on the design, development and marketing of products and significantly reduces our capital requirements. We subcontract substantially all of our semiconductor manufacturing to Fujistu, NEC and Seiko-Epson Semiconductor in Japan, and Taiwan Semiconductor Manufacturing Corporation, AMD and UMC in Taiwan. None of our products are currently manufactured by more than one supplier, and all of our products are expected to be single-source manufactured for the foreseeable future. We must place orders two to four months in advance of expected delivery of finished goods. We maintain inventory levels based on current lead times from foundries plus safety stock to account for unanticipated interruption in supply and fluctuations in demand. Our inventory comprises a large portion of our working capital. As a result, we have limited ability to react to fluctuations in demand for our products which could cause us to have an excess or a shortage of inventory of a particular product and reduced product revenues.
In the event of a loss of, or a decision by us to change a key supplier or foundry, qualifying a new supplier or foundry and commencing volume production would likely involve delay and expenses, resulting in lost revenues, reduced operating margins and possible detriment to customer relationships. Since we place our orders on a purchase order basis and do not have a long-term volume purchase agreement with any of our existing suppliers, any of these suppliers may allocate capacity to the production of other products while reducing deliveries to us on short notice. While we believe we currently have good relationships with our foundries and adequate capacity to support our current sales levels, there can be no assurance that adequate foundry capacity will be available in the future on acceptable terms, if at all. See "Item 1A, Risk Factors - Certain Factors That May Affect Future Operating Results - Our Independent Manufacturers May Not Be Able To Meet Our Manufacturing Requirements" in this Form 10-K.
Our semiconductor devices are currently fabricated using a range of semiconductor manufacturing processes. We must continuously develop our devices using more advanced processes to remain competitive on a cost and performance basis. Migrating to new technologies is a challenging task requiring new design skills, methods and tools. We believe that the transition of our products to smaller geometries will be important for us to remain competitive. Our business could be materially adversely affected if any transition to new processes is delayed or inefficiently implemented. See " Item 1A, Risk Factors - Certain Factors That May Affect Future Operating Results - Defects in Our Products Could Increase Our Costs and Delay Our Product Shipments" in this Form 10-K.
Intellectual Property
Our future success and competitive position depend upon our ability to obtain and maintain the proprietary technology used in our principal products. Most of our current products include implementations of the PCI, PCI Express and USB industry standards, which are available to other companies. We currently have no patents on any of our I/O accelerator products and rely instead on trade secret protection. We hold 6 patents on switch technology that will expire at various dates beginning in 2019 through 2025. In addition, we have a patent on I/O buffer technology that expired in September 2007 and a patent on clock and timing control technology that will expire in May 2014. In the future, we plan to seek patent protection when we believe it is necessary.
Our existing or future patents may be invalidated, circumvented, challenged or licensed to others. The rights granted may not provide competitive advantages to us. In addition, our future patent applications may not be issued with the scope of the claims sought by us, if at all. Furthermore, others may develop technologies that are similar or superior to our technology, duplicate our technology or design around the patents owned or licensed by us. In addition, effective patent, trademark, copyright and trade secret protection may be unavailable or limited in foreign countries where we may need this protection. We cannot be sure that steps taken by us to protect our technology will prevent misappropriation of our technology.
The semiconductor industry is characterized by vigorous protection and pursuit of intellectual property rights or positions. This often results in significant, often protracted and expensive litigation. There is no intellectual property litigation currently pending against us. However, we may from time to time receive notifications of claims that we may be infringing patents or other intellectual property rights owned by other third parties. If it is necessary or desirable, we may seek licenses under these third party patents or intellectual property rights. However, we cannot be sure that licenses will be offered or that the terms of any offered licenses will be acceptable to us.
The failure to obtain a license from a third party for technology used by us could cause us to incur substantial liabilities and to suspend the manufacture or shipment of products or our use of processes requiring the technology. Litigation could result in significant expenses to us, adversely affect sales of the challenged product or technology and divert the efforts of our technical and management personnel, whether or not the litigation is determined in our favor. In the event of an adverse result in any litigation, we could be required to pay substantial damages, cease the manufacture, use, sale or importation of infringing products, expend significant resources to develop or acquire non-infringing technology, and discontinue the use of processes requiring the infringing technology or obtain licenses to the infringing technology. In addition, we may not be successful in developing or acquiring the necessary licenses under reasonable terms. This could require expenditures by us of substantial time and other resources. Any of these developments would have a material adverse effect on our business. See "Item 1A, Risk Factors - Certain Factors That May Affect Future Operating Results - Our Limited Ability to Protect Our Intellectual Property and Proprietary Rights Could Adversely Affect Our Competitive Position" in this Form 10-K.
Employees
As of December 31, 2007, we employed a total of 157 full-time employees, including 71 engaged in research and development, 55 engaged in sales and marketing, 2 engaged in manufacturing operations and 29 engaged in general administration activities. We also from time to time employ part-time employees and hire contractors. Our employees are not represented by any collective bargaining agreement, and we have never experienced a work stoppage. We believe that our employee relations are good.
Backlog
PLX's backlog at any particular date is not necessarily indicative of actual sales for any succeeding period. This results from expected changes in product delivery schedules and cancellation of product orders. In addition, PLX's sales will often reflect orders shipped in the same quarter that they are received.
FACTORS THAT MAY AFFECT FUTURE OPERATING RESULTS
If a company’s operating results are below the expectation of public market analysts or investors, then the market price of its common stock could decline. Many factors that can affect a company’s quarterly and annual results are difficult to control or predict. Factors which can affect the operating results of a semiconductor company such as PLX are described below.
Risks and uncertainties that could cause actual results to differ materially from those described herein include the following:
Our Operating Results May Fluctuate Significantly Due To Factors Which Are Not Within Our Control
Our quarterly operating results have fluctuated significantly in the past and are expected to fluctuate significantly in the future based on a number of factors, many of which are not under our control. Our operating expenses, which include product development costs and selling, general and administrative expenses, are relatively fixed in the short-term. If our revenues are lower than we expect because we sell fewer semiconductor devices, delay the release of new products or the announcement of new features, or for other reasons, we may not be able to quickly reduce our spending in response.
Other circumstances that can affect our operating results include:
| · | the timing of significant orders, order cancellations and reschedulings; |
| · | the loss of one or more significant customers; |
| · | introduction of products and technologies by our competitors; |
| · | the availability of production capacity at the fabrication facilities that manufacture our products; |
| · | our significant customers could lose market share that may affect our business; |
| · | integration of our product functionality into our customers’ products; |
| · | our ability to develop, introduce and market new products and technologies on a timely basis; |
| · | unexpected issues that may arise with devices in production; |
| · | shifts in our product mix toward lower margin products; |
| · | changes in our pricing policies or those of our competitors or suppliers, including decreases in unit average selling prices of our products; |
| · | the availability and cost of materials to our suppliers; |
| · | general economic conditions; and |
These factors are difficult to forecast, and these or other factors could adversely affect our business. Any shortfall in our revenues would have a direct impact on our business. In addition, fluctuations in our quarterly results could adversely affect the market price of our common stock in a manner unrelated to our long-term operating performance.
The Cyclical Nature Of The Semiconductor Industry May Lead To Significant Variances In The Demand For Our Products
In the past, the semiconductor industry has been characterized by significant downturns and wide fluctuations in supply and demand. Also, the industry has experienced significant fluctuations in anticipation of changes in general economic conditions. This cyclicality has led to significant variances in product demand and production capacity. It has also accelerated erosion of average selling prices per unit. We may experience periodic fluctuations in our future financial results because of industry-wide conditions.
Because A Substantial Portion Of Our Net Revenues Are Generated By A Small Number Of Large Customers, If Any Of These Customers Delays Or Reduces Its Orders, Our Net Revenues And Earnings Will Be Harmed
Historically, a relatively small number of customers have accounted for a significant portion of our net revenues in any particular period. In 2007, sales to Excelpoint Systems, Metatech and Answer Technology accounted for 18%, 17% and 10%, respectively, of net revenues. In 2006, sales to Metatech and Answer Technology accounted for 31% and 10% of our net revenues. In 2005, sales to Metatech accounted for 23% of our net revenues. No other distributor or direct customer accounted for more than 10% of net revenues in any period presented.
During 2007 we terminated our largest distributor and transitioned in a replacement distributor. If our new distributor is not able to sustain the same volume support it could have a material adverse effect on our business, as we may not be successful in servicing our customers directly or through manufacturers’ representatives.
We have no long-term volume purchase commitments from any of our significant customers. We cannot be certain that our current customers will continue to place orders with us, that orders by existing customers will continue at the levels of previous periods or that we will be able to obtain orders from new customers. In addition, some of our customers supply products to end-market purchasers and any of these end-market purchasers could choose to reduce or eliminate orders for our customers' products. This would in turn lower our customers' orders for our products.
We anticipate that sales of our products to a relatively small number of customers will continue to account for a significant portion of our net revenues. Due to these factors, the following have in the past and may in the future reduce our net revenues or earnings:
| · | the reduction, delay or cancellation of orders from one or more of our significant customers; |
| · | the selection of competing products or in-house design by one or more of our current customers; |
| · | the loss of one or more of our current customers; or |
| · | a failure of one or more of our current customers to pay our invoices. |
Intense Competition In The Markets In Which We Operate May Reduce The Demand For Or Prices Of Our Products
Competition in the semiconductor industry is intense. If our main target market, the microprocessor-based systems market, continues to grow, the number of competitors may increase significantly. In addition, new semiconductor technology may lead to new products that can perform similar functions as our products. Some of our competitors and other semiconductor companies may develop and introduce products that integrate into a single semiconductor device the functions performed by our semiconductor devices. This would eliminate the need for our products in some applications.
In addition, competition in our markets comes from companies of various sizes, many of which are significantly larger and have greater financial and other resources than we do and thus can better withstand adverse economic or market conditions. Therefore, we cannot assure you that we will be able to compete successfully in the future against existing or new competitors, and increased competition may adversely affect our business. See “Business -- Competition,” and “ -- Products” in Part I of Item I of this Form 10-K.
Our Independent Manufacturers May Not Be Able To Meet Our Manufacturing Requirements
We do not manufacture any of our semiconductor devices. Therefore, we are referred to in the semiconductor industry as a “fabless” producer of semiconductors. Consequently, we depend upon third party manufacturers to produce semiconductors that meet our specifications. We currently have third party manufacturers located in Japan, Korea, Taiwan, Singapore and Malaysia that can produce semiconductors which meet our needs. However, as the semiconductor industry continues to progress towards smaller manufacturing and design geometries, the complexities of producing semiconductors will increase. Decreasing geometries may introduce new problems and delays that may affect product development and deliveries. Due to the nature of the semiconductor industry and our status as a “fabless” semiconductor company, we could encounter fabrication-related problems that may affect the availability of our semiconductor devices, delay our shipments or may increase our costs.
None of our semiconductor devices are currently manufactured by more than one supplier. We place our orders on a purchase order basis and do not have a long term purchase agreement with any of our existing suppliers. In the event that the supplier of a semiconductor device was unable or unwilling to continue to manufacture our products in the required volume, we would have to identify and qualify a substitute supplier. Introducing new products or transferring existing products to a new third party manufacturer or process may result in unforeseen device specification and operating problems. These problems may affect product shipments and may be costly to correct. Silicon fabrication capacity may also change, or the costs per silicon wafer may increase. Manufacturing-related problems may have a material adverse effect on our business.
Customers Are Requiring That We Offer Our Products In Lead-Free Packages
Governmental regulations in certain countries and customers' intention to produce products that are less harmful to the environment has resulted in a requirement from many of our customers to purchase integrated circuits that do not contain lead. We have responded by offering our products in lead-free versions. While the lead-free versions of our products are expected to be more friendly to the environment, the ultimate impact is uncertain. The transition to lead-free products may produce sudden changes in demand depending on the packaging method used, which may result in excess inventory of products packaged using traditional methods. This may have an adverse affect on our results of operations. In addition, the quality, cost and manufacturing yields of the lead-free products may be less favorable compared to the products packaged using more traditional materials which may result in higher costs to us.
Lower Demand For Our Customers’ Products Will Result In Lower Demand For Our Products
Demand for our products depends in large part on the development and expansion of the high-performance microprocessor-based systems markets including networking and telecommunications, enterprise storage, imaging and industrial applications. The size and rate of growth of these microprocessor-based systems markets may in the future fluctuate significantly based on numerous factors. These factors include the adoption of alternative technologies, capital spending levels and general economic conditions. Demand for products that incorporate high-performance embedded systems may not grow which could materially adversely affect our business.
Our Lengthy Sales Cycle Can Result In Uncertainty And Delays With Regard To Our Expected Revenues
Our customers typically perform numerous tests and extensively evaluate our products before incorporating them into their systems. The time required for test, evaluation and design of our products into a customer’s equipment can range from six to twelve months or more. It can take an additional six to twelve months or more before a customer commences volume shipments of equipment that incorporates our products. Because of this lengthy sales cycle, we may experience a delay between the time when we increase expenses for research and development and sales and marketing efforts and the time when we generate higher revenues, if any, from these expenditures.
In addition, the delays inherent in our lengthy sales cycle raise additional risks of customer decisions to cancel or change product plans. When we achieve a design win, there can be no assurance that the customer will ultimately ship products incorporating our products. Our business could be materially adversely affected if a significant customer curtails, reduces or delays orders during our sales cycle or chooses not to release products incorporating our products.
Failure To Have Our Products Designed Into The Products Of Electronic Equipment Manufacturers Will Result In Reduced Sales
Our future success depends on electronic equipment manufacturers that design our semiconductor devices into their systems. We must anticipate market trends and the price, performance and functionality requirements of current and potential future electronic equipment manufacturers and must successfully develop and manufacture products that meet these requirements. In addition, we must meet the timing requirements of these electronic equipment manufacturers and must make products available to them in sufficient quantities. These electronic equipment manufacturers could develop products that provide the same or similar functionality as one or more of our products and render these products obsolete in their applications.
We do not have purchase agreements with our customers that contain minimum purchase requirements. Instead, electronic equipment manufacturers purchase our products pursuant to short-term purchase orders that may be canceled without charge. We believe that in order to obtain broad penetration in the markets for our products, we must maintain and cultivate relationships, directly or through our distributors, with electronic equipment manufacturers that are leaders in the microprocessor-based systems markets. Accordingly, we will incur significant expenditures in order to build relationships with electronic equipment manufacturers prior to volume sales of new products. If we fail to develop relationships with additional electronic equipment manufacturers to have our products designed into new microprocessor-based systems or to develop sufficient new products to replace products that have become obsolete, our business would be materially adversely affected.
Defects In Our Products Could Increase Our Costs And Delay Our Product Shipments
Our products are complex. While we test our products, these products may still have errors, defects or bugs that we find only after commercial production has begun. We have experienced errors, defects and bugs in the past in connection with new products.
Our customers may not purchase our products if the products have reliability, quality or compatibility problems. This delay in acceptance could make it more difficult to retain our existing customers and to attract new customers. Moreover, product errors, defects or bugs could result in additional development costs, diversion of technical and other resources from our other development efforts, claims by our customers or others against us, or the loss of credibility with our current and prospective customers. In the past, the additional time required to correct defects has caused delays in product shipments and resulted in lower revenues. We may have to spend significant amounts of capital and resources to address and fix problems in new products.
We must continuously develop our products using new process technology with smaller geometries to remain competitive on a cost and performance basis. Migrating to new technologies is a challenging task requiring new design skills, methods and tools and is difficult to achieve.
Failure Of Our Products To Gain Market Acceptance Would Adversely Affect Our Financial Condition
We believe that our growth prospects depend upon our ability to gain customer acceptance of our products and technology. Market acceptance of products depends upon numerous factors, including compatibility with other products, adoption of relevant interconnect standards, perceived advantages over competing products and the level of customer service available to support such products. There can be no assurance that growth in sales of new products will continue or that we will be successful in obtaining broad market acceptance of our products and technology.
We expect to spend a significant amount of time and resources to develop new products and refine existing products. In light of the long product development cycles inherent in our industry, these expenditures will be made well in advance of the prospect of deriving revenues from the sale of any new products. Our ability to commercially introduce and successfully market any new products is subject to a wide variety of challenges during this development cycle, including start-up bugs, design defects and other matters that could delay introduction of these products to the marketplace. In addition, since our customers are not obligated by long-term contracts to purchase our products, our anticipated product orders may not materialize, or orders that do materialize may be cancelled. As a result, if we do not achieve market acceptance of new products, we may not be able to realize sufficient sales of our products in order to recoup research and development expenditures. The failure of any of our new products to achieve market acceptance would harm our business, financial condition, results of operation and cash flows.
A Large Portion Of Our Revenues Is Derived From Sales To Third-Party Distributors Who May Terminate Their Relationships With Us At Any Time
We depend on distributors to sell a significant portion of our products. Net revenues through distributors accounted for approximately 77%, 70% and 57% of our net revenues in 2007, 2006 and 2005, respectively. Some of our distributors also market and sell competing products. Distributors may terminate their relationships with us at any time. Our future performance will depend in part on our ability to attract additional distributors that will be able to market and support our products effectively, especially in markets in which we have not previously distributed our products. We may lose one or more of our current distributors or may not be able to recruit additional or replacement distributors. The loss of one or more of our major distributors could have a material adverse effect on our business, as we may not be successful in servicing our customers directly or through manufacturers’ representatives.
During 2007 we terminated our largest distributor and transitioned in a replacement distributor. If our new distributor is not able to sustain the same volume support it could have a material adverse effect on our business, as we may not be successful in servicing our customers directly or through manufacturers’ representatives.
The Demand For Our Products Depends Upon Our Ability To Support Evolving Industry Standards
A majority of our revenues are derived from sales of products, which rely on the PCI Express, PCI, PCI-X and USB standards. If markets move away from these standards and begin using new standards, we may not be able to successfully design and manufacture new products that use these new standards. There is also the risk that new products we develop in response to new standards may not be accepted in the market. In addition, these standards are continuously evolving, and we may not be able to modify our products to address new specifications. Any of these events would have a material adverse effect on our business.
We Must Make Significant Research And Development Expenditures Prior To Generating Revenues From Products
To establish market acceptance of a new semiconductor device, we must dedicate significant resources to research and development, production and sales and marketing. We incur substantial costs in developing, manufacturing and selling a new product, which often significantly precede meaningful revenues from the sale of this product. Consequently, new products can require significant time and investment to achieve profitability. Investors should note that our efforts to introduce new semiconductor devices or other products or services may not be successful or profitable. In addition, products or technologies developed by others may render our products or technologies obsolete or noncompetitive.
We record as expenses the costs related to the development of new semiconductor devices and other products as these expenses are incurred. As a result, our profitability from quarter to quarter and from year to year may be adversely affected by the number and timing of our new product launches in any period and the level of acceptance gained by these products.
We Could Lose Key Personnel Due To Competitive Market Conditions And Attrition
Our success depends to a significant extent upon our senior management and key technical and sales personnel. The loss of one or more of these employees could have a material adverse effect on our business. We do not have employment contracts with any of our executive officers.
Our success also depends on our ability to attract and retain qualified technical, sales and marketing, customer support, financial and accounting, and managerial personnel. Competition for such personnel in the semiconductor industry is intense, and we may not be able to retain our key personnel or to attract, assimilate or retain other highly qualified personnel in the future. In addition, we may lose key personnel due to attrition, including health, family and other reasons. We have experienced, and may continue to experience, difficulty in hiring and retaining candidates with appropriate qualifications. If we do not succeed in hiring and retaining candidates with appropriate qualifications, our business could be materially adversely affected.
The Successful Marketing And Sales Of Our Products Depend Upon Our Third Party Relationships, Which Are Not Supported By Written Agreements
When marketing and selling our semiconductor devices, we believe we enjoy a competitive advantage based on the availability of development tools offered by third parties. These development tools are used principally for the design of other parts of the microprocessor-based system but also work with our products. We will lose this advantage if these third party tool vendors cease to provide these tools for existing products or do not offer them for our future products. This event could have a material adverse effect on our business. We have no written agreements with these third parties, and these parties could choose to stop providing these tools at any time.
Our Limited Ability To Protect Our Intellectual Property And Proprietary Rights Could Adversely Affect Our Competitive Position
Our future success and competitive position depend upon our ability to obtain and maintain proprietary technology used in our principal products. Currently, we have limited protection of our intellectual property in the form of patents and rely instead on trade secret protection. Our existing or future patents may be invalidated, circumvented, challenged or licensed to others. The rights granted there under may not provide competitive advantages to us. In addition, our future patent applications may not be issued with the scope of the claims sought by us, if at all. Furthermore, others may develop technologies that are similar or superior to our technology, duplicate our technology or design around the patents owned or licensed by us. In addition, effective patent, trademark, copyright and trade secret protection may be unavailable or limited in foreign countries where we may need protection. We cannot be sure that steps taken by us to protect our technology will prevent misappropriation of the technology.
We may from time to time receive notifications of claims that we may be infringing patents or other intellectual property rights owned by third parties. While there is currently no intellectual property litigation pending against us, litigation could result in significant expenses to us and adversely affect sales of the challenged product or technology. This litigation could also divert the efforts of our technical and management personnel, whether or not the litigation is determined in our favor. In addition, we may not be able to develop or acquire non-infringing technology or procure licenses to the infringing technology under reasonable terms. This could require expenditures by us of substantial time and other resources. Any of these developments would have a material adverse effect on our business.
| Our Potential Future Acquisitions May Not Be Successful Because Of Our Limited Experience With Acquisitions In The Past |
As part of our business strategy, we expect to review acquisition prospects that would complement our existing product offerings, improve market coverage or enhance our technological capabilities. Future acquisitions could result in any or all of the following:
| · | potentially dilutive issuances of equity securities; |
| · | large acquisition-related write-offs; |
| · | the incurrence of debt and contingent liabilities or amortization expenses related to other intangible assets; |
| · | difficulties in the assimilation of operations, personnel, technologies, products and the information systems of the acquired companies; |
| · | diversion of management’s attention from other business concerns; |
| · | risks of entering geographic and business markets in which we have no or limited prior experience; and |
| · | potential loss of key employees of acquired organizations. |
We have had limited experience with acquisitions in the past and may not be able to successfully integrate any businesses, products, technologies or personnel that may be acquired in the future. Our failure to do so could have a material adverse effect on our business.
Because We Sell Our Products To Customers Outside Of North America And Because Our Products Are Incorporated With Products Of Others That Are Sold Outside Of North America We Face Foreign Business, Political And Economic Risks
Sales outside of North America accounted for 71%, 70% and 68% of our net revenues in 2007, 2006 and 2005, respectively. Sales outside of North America may fluctuate in future periods and are expected to account for a large portion of our revenues. In addition, equipment manufacturers who incorporate our products into their products sell their products outside of North America, thereby exposing us indirectly to foreign risks. Further, most of our semiconductor products are manufactured outside of North America. Accordingly, we are subject to international risks, including:
| · | difficulties in managing distributors; |
| · | difficulties in staffing and managing foreign subsidiary and branch operations; |
| · | political and economic instability; |
| · | foreign currency exchange fluctuations; |
| · | difficulties in accounts receivable collections; |
| · | potentially adverse tax consequences; |
| · | timing and availability of export licenses; |
| · | changes in regulatory requirements, tariffs and other barriers; |
| · | difficulties in obtaining governmental approvals for telecommunications and other products; and |
| · | the burden of complying with complex foreign laws and treaties. |
Because sales of our products have been denominated to date exclusively in United States dollars, increases in the value of the United States dollar will increase the price of our products so that they become relatively more expensive to customers in the local currency of a particular country, which could lead to a reduction in sales and profitability in that country.
A Downturn In The Global Economy May Adversely Affect Our Revenues, Results Of Operations And Financial Condition
Demand for semiconductor components is increasingly dependent upon the rate of growth in the global economy. If the rate of global economic growth slows, or contracts, customer demand for products could be adversely affected, which in turn could adversely affect revenues, results of operations and financial condition. Many factors could adversely affect regional or global economic growth. Some of the factors that could slow global economic growth include:
| · | rising interest rates in the United States, |
| · | a slowdown in the rate of growth of the Chinese economy, |
| · | a significant act of terrorism which disrupts global trade or consumer confidence, |
| · | geopolitical tensions including war and civil unrest, |
| · | reduced levels of economic activity or |
| · | disruption of international transportation. |
Our Principal Stockholders Have Significant Voting Power And May Take Actions That May Not Be In The Best Interests Of Our Other Stockholders
Our executive officers, directors and other principal stockholders, in the aggregate, beneficially own a substantial amount of our outstanding common stock. Although these stockholders do not have majority control, they currently have, and likely will continue to have, significant influence with respect to the election of our directors and approval or disapproval of our significant corporate actions. This influence over our affairs might be adverse to the interests of other stockholders. In addition, the voting power of these stockholders could have the effect of delaying or preventing a change in control of PLX.
The Anti-Takeover Provisions In Our Certificate of Incorporation Could Adversely Affect The Rights Of The Holders Of Our Common Stock
Anti-takeover provisions of Delaware law and our Certificate of Incorporation may make a change in control of PLX more difficult, even if a change in control would be beneficial to the stockholders. These provisions may allow the Board of Directors to prevent changes in the management and control of PLX.
As part of our anti-takeover devices, our Board of Directors has the ability to determine the terms of preferred stock and issue preferred stock without the approval of the holders of the common stock. Our Certificate of Incorporation allows the issuance of up to 5,000,000 shares of preferred stock. There are no shares of preferred stock outstanding. However, because the rights and preferences of any series of preferred stock may be set by the Board of Directors in its sole discretion without approval of the holders of the common stock, the rights and preferences of this preferred stock may be superior to those of the common stock. Accordingly, the rights of the holders of common stock may be adversely affected. Consistent with Delaware law, our Board of Directors may adopt additional anti-takeover measures in the future.
None.
We own one facility in Sunnyvale, California, which has approximately 55,000 square feet. This facility comprises our headquarters and includes our research and development, sales and marketing and administration departments. Internationally, we lease sales offices in Japan, Taiwan, Korea and China. These leases comprise approximately 4,600 square feet and have terms expiring on or prior to July 2009. We believe that our current facilities will be adequate through 2008.
None.
No matters were submitted to a vote of security holders during the three months ended December 31, 2007.
Our common stock is traded on The NASDAQ Global Market and has been quoted on The NASDAQ Global Market under the symbol "PLXT" since its initial public offering on April 5, 1999. The following table sets forth, for the periods indicated, the range of quarterly high and low sales price for our common stock as reported on The NASDAQ Global Market:
2007 | | High | | | Low | |
| First Quarter | | $ | 13.40 | | | $ | 9.16 | |
| Second Quarter | | | 11.95 | | | | 9.60 | |
| Third Quarter | | | 13.72 | | | | 9.86 | |
| Fourth Quarter | | | 11.30 | | | | 8.83 | |
| | | | | | | | | |
2006 | | High | | | Low | |
| First Quarter | | $ | 13.90 | | | $ | 8.13 | |
| Second Quarter | | | 15.14 | | | | 10.76 | |
| Third Quarter | | | 12.84 | | | | 8.11 | |
| Fourth Quarter | | | 15.16 | | | | 9.96 | |
As of February 29, 2008, there were approximately 118 holders of record of our common stock and as of that date, the last reported sales price of our common stock was $6.46.
We have never paid cash dividends on our common stock. We currently intend to retain earnings, if any, for use in our business and do not anticipate paying any cash dividends in the foreseeable future. Any future declaration and payment of dividends will be subject to the discretion of our Board of Directors, will be subject to applicable law and will depend upon our results of operations, earnings, financial condition, contractual limitations, cash requirements, future prospects and other factors deemed relevant by our Board of Directors.
Securities Authorized For Issuance Under Equity Compensation Plans
This information is incorporated herein by reference to the Company's Proxy Statement for the 2007 Annual Meeting of Stockholders under the heading "Equity Compensation Plan Information."
Performance Graph
The graph and other information furnished under the above caption "Performance Graph" in this Part II, Item 5 of this Form 10-K shall not be deemed to be "soliciting material" or to be "filed" with the SEC or subject to Regulation 14A or 14C, or to the liabilities of the Exchange Act, as amended.
The following selected consolidated financial data should be read in conjunction with the consolidated financial statements and related notes thereto and "Management's Discussion and Analysis of Financial Condition and Results of Operations" appearing elsewhere in this Annual Report on Form 10-K.
| | | Years Ended December 31, | |
| | | 2007 | | | 2006 (1) | | | 2005 | | | 2004 (2) | | | 2003 (3) | |
| | | in thousands, except per share data | |
| Consolidated Statement of Operations Data: | | | | | | | | | | | | | | | |
| Net Revenues | | $ | 81,734 | | | $ | 81,425 | | | $ | 54,615 | | | $ | 54,449 | | | $ | 38,038 | |
| Gross Margin | | | 49,525 | | | | 47,630 | | | | 35,002 | | | | 35,710 | | | | 27,171 | |
| Operating Income (Loss) | | | (643 | ) | | | 1,715 | | | | (2,306 | ) | | | (831 | ) | | | (2,797 | ) |
| Net Income (Loss) | | | 1,174 | | | | 3,006 | | | | (1,748 | ) | | | (642 | ) | | | (2,259 | ) |
| Basic Net Income (Loss) Per Share | | $ | 0.04 | | | $ | 0.11 | | | $ | (0.06 | ) | | $ | (0.03 | ) | | $ | (0.10 | ) |
| Shares Used to Compute Basic Per Share Amounts | | | 28,724 | | | | 28,177 | | | | 27,198 | | | | 25,422 | | | | 22,755 | |
| Diluted Net Income (Loss) Per Share | | $ | 0.04 | | | $ | 0.10 | | | $ | (0.06 | ) | | $ | (0.03 | ) | | $ | (0.10 | ) |
| Shares Used to Compute Diluted Per Share Amounts | | | 29,156 | | | | 28,925 | | | | 27,198 | | | | 25,422 | | | | 22,755 | |
| | | | | | | | | | | | | | | | | | | | | |
| | | Years Ended December 31, | |
| | | 2007 | | | 2006 | | | 2005 | | | 2004 | | | 2003 | |
| | | in thousands, except per share data | |
| Consolidated Balance Sheet Data: | | | | | | | | | | | | | | | | | | | | |
| Cash and Cash Equivalents | | $ | 19,175 | | | $ | 32,804 | | | $ | 21,028 | | | $ | 9,556 | | | $ | 10,955 | |
| Working Capital | | | 50,153 | | | | 49,031 | | | | 36,994 | | | | 23,108 | | | | 23,846 | |
| Total Assets | | | 135,800 | | | | 127,948 | | | | 117,911 | | | | 110,473 | | | | 81,803 | |
| Total Stockholders' Equity | | $ | 127,892 | | | $ | 120,926 | | | $ | 107,489 | | | $ | 102,159 | | | $ | 76,021 | |
| (1) | Results of operations for 2006 include an increase in revenues and cost of revenues of $2.8 million and $0.9 million, respectively, as a result from a change in accounting for revenues to distributors. |
| (2) | Results of operations for 2004 include a $1.1 million charge for in-process research and development as it relates to the acquisition of NetChip Technology, Inc. in May 2004. |
| (3) | Results of operations for 2003 include a $0.9 million charge for in-process research and development as it relates to the acquisition of HiNT Corporation in May 2003. |
This Annual Report on Form 10-K and certain information incorporated herein by reference contain forward-looking statements within the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995. All statements contained in this Report on Form 10-K that are not purely historical are forward-looking statements, including, without limitation, statements regarding our expectations, objectives, anticipations, plans, hopes, beliefs, intentions or strategies regarding the future. Forward-looking statements are not guarantees of future performance and are subject to risks and uncertainties that could cause actual results to differ materially from the results contemplated by the forward-looking statements.
Forward-looking statements include, without limitation, the statements regarding the following:
| · | the growing demand for standards-based components such as our semiconductor devices that connect systems together; |
| · | our objective to expand our advantages in data transfer technology; |
| · | our expectation that we will support new I/O standards where appropriate; |
| · | the statements regarding our objective to continue to expand our market position as a developer and supplier of I/O connectivity solutions for high performance systems; |
| · | our plan to target those applications where we believe we can attain a leadership position; |
| · | our plan to seek to integrate additional I/O-related functions into our semiconductor devices; |
| · | our belief that our understanding of I/O technology trends and market requirements allows us to bring to market more quickly new products that support the latest I/O technology; |
| · | that we continue to integrate more functionality in our semiconductor devices and continue to enhance and expand our software development kits; |
| · | our belief with respect to the principal factors of competition in the business; |
| · | our belief that we compete favorably with respect to each of those factors; |
| · | our expectation that revenues related to sales through distributors will continue to account for a large portion of total revenues; |
| · | our belief that providing customers with comprehensive product support is critical to remaining competitive in the markets we serve; |
| · | our belief that our close contact with customer design engineers provides valuable input into existing product enhancements and next generation product specifications; |
| · | our expectation that we will periodically seek to hire additional development engineers; |
| · | our expectation that we will continue to make significant investments in research and development in order to continually enhance the performance and functionality of our products to keep pace with competitive products and customer demands for improved performance; |
| · | our belief that we must continuously develop our devices using more advanced processes to remain competitive on a cost and performance basis; |
| · | our belief that the transition of our products to smaller geometries will be important for us to remain competitive; |
| · | our plan to seek patent protection when necessary; |
| · | our belief that our current facility will be adequate through 2008; |
| · | our intention to retain earnings for use in our business and not to pay any cash dividend in the foreseeable future; |
| · | our belief that our long-term success will depend on our ability to introduce new products; |
| · | our belief that we may be required to carry higher levels of inventory because of the difficulty in predicting future levels of sales and profitability; |
| · | our expectation that selling, general and administrative expenses in absolute dollars will increase in future periods; |
| · | our expectation that we will modestly increase capital expenditures in 2008; and |
| · | our belief that our existing resources, together with cash expected to be generated from our operations, will be sufficient to meet our capital requirements for at least the next twelve months. |
All forward-looking statements included in this document are subject to additional risks and uncertainties further discussed under "Item 1A: Risk Factors - Factors That May Affect Future Operating Results" and are based on information available to us on the date hereof. We assume no obligation to update any such forward-looking statements. It is important to note that our actual results could differ materially from those included in such forward-looking statements. The factors that could cause our actual results to differ from those included in such forward-looking statements are set forth under the heading "Item 1A: Risk Factors - Factors That May Affect Future Operating Results," as well as those disclosed from time to time in our reports on Forms 10-Q and 8-K and our Annual Reports to Stockholders.
The following discussion should be read in conjunction with our Consolidated Financial Statements and related notes thereto included elsewhere in this report. Overview
PLX was founded in 1986, and between 1994 and 2002 we focused on development of I/O interface semiconductors and related software and development tools that are used in systems incorporating the PCI standard. In 1994 and 1995, a significant portion of our revenues were derived from the sale of semiconductor devices that perform similar functions as our current products, except they were based on a variety of industry standards. Our revenues since 1996 have been derived predominantly from the sale of semiconductor devices based on the PCI standard to a large number of customers in a variety of applications including networking and telecommunications, enterprise storage, imaging, industrial and other embedded applications as well as in related adapter cards. In 2002, we shifted the majority of our development efforts to PCI Express. In September 2004, we began shipping products based on the PCI Express standard for next-generation systems. In September 2007, we announced the addition of the Gen 2 switches to our PCI Express product family.
We utilize a “fabless” semiconductor business model whereby we purchase wafers and packaged and tested semiconductor devices from independent manufacturing foundries. This approach allows us to focus on defining, developing, and marketing our products and eliminates the need for us to invest large amounts of capital in manufacturing facilities and work-in-process inventory.
We rely on a combination of direct sales personnel and distributors and manufacturers’ representatives throughout the world to sell a significant portion of our products. We pay manufacturers’ representatives a commission on sales while we sell products to distributors at a discount from the selling price.
Our gross margins have fluctuated in the past and are expected to fluctuate in the future due to changes in product and customer mix, provisions and recoveries of excess or obsolete inventory, the position of our products in their respective life cycles, and specific product manufacturing costs.
The time period between initial customer evaluation and design completion can range from six to twenty-four months or more. Furthermore, there is typically an additional six to twelve month or greater period after design completion before a customer requests volume production of our products. Due to the variability and length of these design cycles and variable demand from customers, we may experience significant fluctuations in new orders from month to month. In addition, we typically make inventory purchases prior to receiving customer orders. Consequently, if anticipated sales and shipments in any quarter do not occur when expected, expenses and inventory levels could be disproportionately high, and our results for that quarter and potentially future quarters would be materially and adversely affected.
Our long-term success will depend on our ability to introduce new products. While new products typically generate little or no revenues during the first twelve months following their introduction, our revenues in subsequent periods depend upon these new products. Due to the lengthy sales cycle and additional time before our customers request volume production, significant revenues from our new products typically occur twelve to twenty-four months after product introduction. As a result, revenues from newly introduced products have, in the past, produced a small percentage of our total revenues in the year the product was introduced. See “Item 1A, Risk Factors - Certain Factors That May Affect Future Operating Results -- Our Lengthy Sales Cycle Can Result in Uncertainty and Delays with Regard to Our Expected Revenues” in this Form 10-K. Results of Operations
The following table summarizes historical results of operations as a percentage of net revenues for the periods shown.
| | | Years Ended December 31, | |
| | | 2007 | | | 2006 | | | 2005 | |
| Net revenues | | | 100.0 | % | | | 100.0 | % | | | 100.0 | % |
| Cost of revenues | | | 39.4 | % | | | 41.5 | % | | | 35.9 | % |
| Gross margin | | | 60.6 | % | | | 58.5 | % | | | 64.1 | % |
| | | | | | | | | | | | | |
| Operating expenses: | | | | | | | | | | | | |
| Research and development | | | 29.8 | % | | | 24.8 | % | | | 33.8 | % |
| Selling, general and administrative | | | 30.0 | % | | | 29.3 | % | | | 30.4 | % |
| Amortization and write-down of purchased intangible assets | | | 1.6 | % | | | 2.3 | % | | | 4.1 | % |
| Total operating expenses | | | 61.4 | % | | | 56.4 | % | | | 68.3 | % |
| Operating income (loss) | | | (0.8 | )% | | | 2.1 | % | | | (4.2 | )% |
| Interest income and other, net | | | 2.9 | % | | | 2.2 | % | | | 1.5 | % |
| Income (loss) before provision for income taxes | | | 2.1 | % | | | 4.3 | % | | | (2.7 | )% |
| Provision for income taxes | | | 0.7 | % | | | 0.6 | % | | | 0.6 | % |
| Net income (loss) | | | 1.4 | % | | | 3.7 | % | | | (3.3 | )% |
| | | | | | | | | | | | | |
Comparison of Years Ended December 31, 2007, 2006 and 2005
Net Revenues. Net revenues consist of product revenues generated principally by sales of our semiconductor devices. Net revenues for the year ended December 31, 2007 were $81.7 million, an increase of $0.3 million or 0.4% from $81.4 million for the same period in 2006. The 2006 results include an additional $2.8 million in net revenues recognized in the first quarter of 2006 as a result of the change in the accounting for revenues to distributors (see “Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations - Critical Accounting Policies - Revenue Recognition” in this Form 10-K). The increase in 2007 net revenues was due primarily to increased sales of our PCI Express products as a result of an increase of customers in volume production, partially offset by decreased sales of our legacy products due to demand fluctuations.
The following table shows the revenue by product type as a percentage of net revenues:
| | | Years Ended December 31, | |
| | | 2007 | | | 2006 | | | 2005 | |
| Revenues: | | | | | | | | | |
| Legacy Products | | | 65.2 | % | | | 77.8 | % | | | 93.2 | % |
| PCI Express | | | 34.8 | % | | | 22.2 | % | | | 6.8 | % |
For the year ended December 31, 2007, sales to Excelpoint Systems, Metatech and Answer Technology accounted for approximately 18%, 17% and 10%, respectively, of net revenues. In the third quarter of 2007, we terminated Metatech and transitioned in Excelpoint Systems. As of February 29, 2008 we have not experienced a financial impact from this transition. However, due to the lack of history with Excelpoint, we can not guarantee it will not impact our future revenues. In 2006, sales to Metatech and Answer Technology accounted for approximately 31% and 10%, respectively, of net revenues. In 2005, sales to Metatech accounted for approximately 23% of net revenues. No other distributor or direct customer represented greater than 10% of net revenues. We continue to generate significant revenues from Asia. For the twelve months ended December 31, 2007, 2006 and 2005, approximately 59.7%, 57.6% and 52.5%, respectively, of net revenues were generated from Asia.
Net revenues for the year ended December 31, 2006 were $81.4 million, an increase of $26.8 million or 49.1% from $54.6 million for the same period in 2005. The increase was due primarily to increased unit shipments of our PCI Express products as a result of the general market adoption of the PCI Express standard and higher sales of our legacy products.
Customer demand for semiconductors can change quickly and unexpectedly. Our revenue levels have been highly dependent on the amount of new orders that are received for product to be delivered to the customer within the same quarter, also called “turns fill” orders. Because of the long cycle time to build our products, our lack of visibility into demand when turns fill is high makes it difficult to predict what product to build to match future demand. The high turns fill requirement together with the uncertainty of product mix and pricing, make it difficult to predict future levels of sales and profitability and may require us to carry higher levels of inventory.
Gross Margin. Gross margin represents net revenues less the cost of revenues. Cost of revenues primarily includes the cost of (1) purchasing semiconductor devices from our independent foundries, (2) packaging, assembly and test services from our independent foundries and assembly and test contractors and (3) our operating costs associated with the procurement, storage and shipment of products.
Gross margin for the year ended December 31, 2007 increased by 4.0%, or $1.9 million, to $49.5 million from $47.6 million for the same period in 2006. As a percentage of sales, gross margin increased to 60.6% for 2007 from 58.5% for 2006. The increase in absolute dollars was primarily due to increased product shipments while the increase as a percentage was primarily due to improved production yields of our PCI Express products.
Gross margin for the year ended December 31, 2006 increased by 36.1%, or $12.6 million, to $47.6 million from $35.0 million for 2005. As a percentage of sales, gross margin decreased to 58.5% for 2006 from 64.1% for 2005. The decrease as a percentage of sales was primarily attributable to higher sales of PCI Express and USB products, which have lower margins relative to the PCI I/O devices, and lower yields on certain first generation PCI Express products. In addition, we recorded a provision for excess and obsolete inventory of approximately $0.5 million, or 0.7 percentage points, in the fourth quarter ended December 31, 2006 primarily due to certain customers migrating from PCI I/O leaded to lead-free devices more quickly than anticipated, resulting in excess leaded inventory. This migration was brought upon by our customers’ efforts to comply with government guidelines that require their products to be lead-free, green, and compliant with the Restrictions on the use of certain Hazardous Substances (RoHS) Directive.
Future gross margin is highly dependent on the product and customer mix of net revenues. Accordingly, we are not able to predict future gross profit levels or gross margins with certainty.
Research and Development Expenses. Research and development (R&D) expenses consist primarily of tape-out costs at our independent foundries, salaries and related costs, share-based compensation and expenses for outside engineering consultants included in R&D expenses.
R&D as a percentage of net revenues increased to 29.8% for the year ended December 31, 2007 as compared to 24.8% for the same period in 2006. In absolute dollars, R&D expenses increased by $4.2 million, or 20.7%, to $24.4 million for the year ended December 31, 2007, from $20.2 million for the same period in 2006. The increase in R&D in absolute dollars and as a percentage of revenue was primarily due to increases in R&D spending on engineering tools of $2.0 million and tape-out related costs of $1.3 million associated with new product designs and compensation and benefit expenses of $0.6 million resulting from higher headcount.
R&D as a percentage of net revenues decreased to 24.8% for the year ended December 31, 2006 as compared to 33.8% for the same period in 2005. In absolute dollars, R&D expenses increased by $1.7 million, or 9.3%, to $20.2 million for the year ended December 31, 2006, from $18.5 million for the same period in 2005. The percentage decrease was primarily due to an increase in revenues, partially offset by the expensing of share-based compensation expense pursuant to SFAS 123R. The increase in R&D in absolute dollars was due primarily to share-based compensation of $2.0 million as well as higher compensation and benefit expenses of $0.9 million, partially offset by a decrease in external engineering expenses of $1.1 million.
We believe continued spending on research and development to develop new products is critical to our success and, consequently, expect to modestly increase research and development expenses in future periods.
Selling, General and Administrative Expenses. Selling, general and administrative (SG&A) expenses consist primarily of salaries and related costs, share-based compensation and sales commissions to manufacturers’ representatives, as well as professional fees, trade show and other promotional expenses.
SG&A as a percentage of net revenues increased to 30.0% for the year ended December 31, 2007, as compared to 29.3% for the same period in 2006. In absolute dollars, SG&A expenses increased by $0.7 million or 2.8% to $24.5 million for the year ended December 31, 2007 from $23.8 million for the same period in 2006. The increase in SG&A in absolute dollars and as a percentage of revenue was primarily due to increased compensation and benefit expenses resulting from annual salary increases and higher headcount.
SG&A as a percentage of net revenues decreased to 29.3% for the year ended December 31, 2006, as compared to 30.4% for the same period in 2005. In absolute dollars, SG&A expenses increased by $7.3 million or 43.9% to $23.8 million for the year ended December 31, 2006 from $16.6 million for the same period in 2005. The percentage decrease was primarily due to an increase in revenues, partially offset by the expensing of share-based compensation pursuant to SFAS 123R. The increase in SG&A in absolute dollars was due primarily to share-based compensation of $2.8 million as well as increases in compensation and benefit expenses of $2.2 million, commission expense of $1.3 million resulting from higher revenues, professional fees of $0.3 million, travel expense of $0.3 million and marketing expenses of $0.2 million.
We expect SG&A expenses in absolute dollars to increase in future periods.
Amortization and Write-down of Purchased Intangible Assets. Amortization and write-down of purchased intangible assets decreased by $0.6 million or 31.7% to $1.3 million for the year ended December 31, 2007 from $1.9 million for the same period in 2006. The decrease was due to customer base acquired as a result of the NetChip Technology, Inc. acquisition in May 2004 becoming fully amortized in 2007.
Amortization and write-down of purchased intangible assets decreased by $0.4 million or 17.2% to $1.9 million for the year ended December 31, 2006 from $2.3 million for the same period in 2005. The decrease is due to customer base acquired as a result of the HiNT Corporation acquisition in May 2003 being fully amortized in 2006 and a $0.2 million write-down in 2005 of an acquired tradename.
Interest Income. Interest income reflects interest earned on average cash, cash equivalents and short-term and long-term investment balances. Interest income increased to $2.4 million in 2007 from $1.8 million for 2006. This increase was due to higher investment balances as well as higher interest rates. Interest income increased to $1.8 million in 2006 from $0.8 million for 2005. This increase was due to higher cash and investment balances as well as higher interest rates.
Provision for Income Taxes. Income tax expense for the period ended December 31, 2007 was $0.6 million on a pretax profit of $1.8 million, compared to income tax expense of $0.5 million on a pretax profit of $3.5 million and income tax expense of $0.3 million on a pretax loss of $1.5 million for the periods ended December 31, 2006 and 2005, respectively. Our 2007 income tax expenses differs from the expense derived by applying the applicable U.S. federal statutory rate to the income from operations primarily due to the recording of a valuation allowance for the deferred tax asset partially offset by (1) a $0.1 million tax benefit from the release of tax reserves following the expiration of certain state statute of limitations and (2) the benefit of research and development tax credits. Our 2006 income tax expense differs from the expected expense derived by applying the applicable U.S. federal statutory rate to the income from operations primarily due to the recording of a valuation allowance for the deferred tax asset partially offset by (1) a $0.6 million tax benefit from the release of tax reserves following the expiration of certain federal statute of limitations and (2) the benefit of research and development tax credits. Our 2005 income tax expense differs from the expected benefit derived by applying the applicable U.S. federal statutory rate to the loss from operations primarily due to the recording of a valuation allowance for the deferred tax asset partially offset by the benefit of research and development tax credits.
Liquidity and Capital Resources
In summary, our cash flows were (in thousands):
| | | Years Ended December 31, | |
| | | 2007 | | | 2006 | | | 2005 | |
| Net cash provided by operating activities | | $ | 5,777 | | | $ | 2,883 | | | $ | 3,866 | |
| Net cash provided by (used in) investing activities | | | (20,665 | ) | | | 3,537 | | | | 5,958 | |
| Net cash provided by financing activities | | | 1,301 | | | | 5,389 | | | | 1,667 | |
| Effect of exchange rate fluctuations on cash and cash equivalents | | | (42 | ) | | | (33 | ) | | | (19 | ) |
| | | | | | | | | | | | | |
We invest excess cash predominantly in debt instruments that are highly liquid, of high-quality investment grade and predominantly have maturities of less than one year with the intent to make such funds readily available for operating purposes. As of December 31, 2007 cash, cash equivalents, short and long-term marketable securities were $46.6 million, an increase of $4.3 million from $42.3 million at December 31, 2006, and an increase of $7.3 million from $35.0 million at December 31, 2005.
Cash provided by operating activities primarily consists of net income (loss) adjusted for certain non-cash items including depreciation, amortization, share-based compensation expense, provision for excess and obsolete inventories, changes in pre-acquisition deferred tax balances, other non-cash items and the effect of changes in working capital and other activities. Cash provided by operating activities in 2007 of $5.8 million consisted primarily of net income of $1.2 million adjusted for non-cash items of $8.7 million and an increase in accounts payable of $1.5 million due to timing of vendor payments, partially offset by increases in other assets of $3.2 million due to an increase in software and IP licenses and $2.0 million in accounts receivable due to timing of customer payments and higher sales in the fourth quarter of 2007 compared to the fourth quarter of 2006. Cash provided by operating activities in 2006 of $2.9 million consisted primarily of net income of $3.0 million adjusted for non-cash items of $8.4 million and offset by the increases in inventory of $4.8 million and $2.3 million in accounts receivable and a decrease in accounts payable of $1.5 million. Cash provided by operating activities in 2005 of $3.9 million consisted primarily of a net loss of $1.7 million adjusted for non-cash items of $5.9 million and increases in accounts receivable of $1.1 million and accounts payable of $0.9 million.
Cash used in investing activities in 2007 of $20.7 million was primarily due to purchases of marketable securities (net of sales and maturities of investments) of $17.6 million and capital expenditures of $3.1 million primarily to provide infrastructure for new product designs. Capital expenditures have generally comprised of purchases of engineering equipment, computer hardware, software, server equipment and furniture and fixtures. Cash provided by investing activities in 2006 of $3.5 million was primarily due to cash provided by proceeds from sales and maturities (net of purchases) of investments in marketable securities of $4.7 million, partially offset by capital expenditures of $1.2 million. Cash provided by investing activities in 2005 of $6.0 million was primarily due to proceeds from sales and maturities (net of purchases) of investments in marketable securities of $6.7 million, partially offset by capital expenditures of $0.7 million.
Cash provided by financing activities in 2007 of $1.3 million and the cash provided by financing activities in 2006 of $5.4 million were due to proceeds from the exercise of stock options. Cash provided by financing activities in 2005 of $1.7 million was due to proceeds from the exercise of stock options and warrants.
The negative effect of exchange rates on cash and cash equivalents during 2007, 2006 and 2005 was due to the weakening of the U.S. dollar against other foreign currencies.
In September 2002, our Board of Directors authorized the repurchase of up to 2,000,000 shares of common stock. At the discretion of the management, we can repurchase the shares from time to time in the open market or in privately negotiated transactions. Approximately 774,000 shares had been repurchased for approximately $1.9 million in cash in 2003. We did not repurchase any shares through December 31, 2007. As of March 5, 2008, we repurchased 80,000 shares for approximately $516,000 and anticipate additional shares will be repurchased throughout 2008.
We believe that our existing resources, together with cash generated from our operations will be sufficient to meet our capital requirements for at least the next twelve months. Our future capital requirements will depend on many factors, including the level of investment we make in new technologies and improvements to existing technologies and the levels of monthly expenses required to launch new products. From time to time, we may also evaluate potential acquisitions and equity investments complementary to our technologies and market strategies. To the extent that existing resources and future earnings are insufficient to fund our future activities, we may need to raise additional funds through public or private financings. Additional funds may not be available or, if available, we may not be able to obtain them on terms favorable to us and our stockholders.
As of December 31, 2007, we had the following significant contractual obligations and commercial commitments (in thousands):
| | | Payments due in | |
| | | Total | | | Less than 1 Year | | | 1-3 Years | |
| Operating leases - facilities and equipment | | $ | 149 | | | $ | 112 | | | $ | 37 | |
| Software licenses | | | 2,553 | | | | 2,553 | | | | - | |
| Inventory purchase commitments | | | 3,306 | | | | 3,306 | | | | - | |
| Total cash obligations | | $ | 6,008 | | | $ | 5,971 | | | $ | 37 | |
| | | | | | | | | | | | | |
See Note 10 to our Consolidated Financial Statements for additional information on our contractual obligations and commercial commitments.
Critical Accounting Policies
The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, revenues and expenses and related disclosures of contingent assets and liabilities in the consolidated financial statements and accompanying notes. The U.S. Securities and Exchange Commission (“SEC”) has defined a company's critical accounting policies as the ones that are most important to the portrayal of the company's financial condition and results of operations, and which require the company to make its most difficult and subjective judgments, often as a result of the need to make estimates of matters that are inherently uncertain. Based on this definition, we have identified the critical accounting policies and judgments addressed below. We also have other key accounting policies which involve the use of estimates, judgments and assumptions that are significant to understanding our results. For additional information see Note 1 (Organization and Summary of Significant Accounting Policies) of the Notes to our Consolidated Financial Statements. Although we believe that our estimates, assumptions and judgments are reasonable, they are based upon information presently available. Actual results may differ significantly from these estimates under different assumptions, judgments or conditions.
Revenue Recognition. We recognize revenue when persuasive evidence of an arrangement exists, delivery has occurred, the fee is fixed or determinable and collection is reasonably assured.
Revenue from product sales to direct customers is recognized upon shipment and transfer of risk of loss if we believe collection is reasonably assured and all other revenue recognition criteria are met. We assess the probability of collection based on a number of factors, including past transaction history and the customer’s creditworthiness. At the end of each reporting period, the sufficiency of allowances for doubtful accounts is assessed based on the age of the receivable and the individual customer’s creditworthiness.
In the first quarter ended March 31, 2006, we completed an evaluation of our revenue recognition methodology and concluded that it was more appropriate to recognize revenues on sales to distributors at the time of shipment to a distributor (also referred to as the sell-in basis of recognizing revenue). Prior to the first quarter of 2006, we recognized revenue on sales to distributors when the distributor resold the product to its end customer (also referred to as the sell-through basis of recognizing revenue). Statement of Financial Accounting Standards (“SFAS”) No. 48, “Revenue Recognition When Rights of Return Exists”, sets forth conditions that must be met to recognize revenue at the time of shipment. Among those conditions is that a company that provides a right of return or pricing concession to a buyer be able to reasonably estimate the amount of future returns or pricing concessions. In the past, we had concluded that we did not meet this condition and therefore used the sell-through basis of revenue recognition. In the first quarter of 2006, we concluded that we are able to reasonably estimate returns and pricing concessions, and therefore had implemented the sell-in method of accounting for sales to distributors. We recognized an additional $2.8 million in revenues during the first quarter of 2006 due to this change resulting in an increase to diluted earnings per share of $0.06.
We offer pricing protection to a single distributor whereby we support the distributor’s resale product margin on certain products held in the distributor’s inventory. In general, we analyze current requests for credit in process, also known as ship and debits, inventory at the distributor and credit expectations to determine the ending sales reserve required for this program. We have arrangements with a small number of customers offering a rebate program on various products. We record rebates under the guidelines of Emerging Issues Task Force (“EITF”) 01-9, “Accounting for Consideration Given to a Customer (Including a Reseller of the Vendor’s Product)”. In addition, we offer stock rotation rights to several distributors such that they can return up to a total of 5% of products purchased every six months in exchange for other PLX products of equal value. In general, we analyze current stock rotation requests and past experience to determine the ending sales reserve required for this program.
Inventory Valuation. We evaluate the need for potential inventory provisions by considering a combination of factors. Based on the life of the product, sales history, obsolescence, and sales forecast, we may record a provision for inventory ranging from 0% to 100%. Any adverse changes to our future product demand may result in increased provisions, resulting in decreased gross margin. In addition, future sales on any of our previously written down inventory may result in increased gross margin in the period of sale. In the fourth quarter ended December 31, 2006, we recorded a net inventory write-down of approximately $0.5 million primarily due to customers migrating from PCI I/O leaded to lead-free devices quicker than anticipated, resulting in excess leaded inventory. This migration was brought upon by our customers’ efforts to comply with government guidelines that require their products to be lead-free, green, and compliant with the Restrictions on the use of certain Hazardous Substances (RoHS) Directive.
Allowance for Doubtful Accounts. We evaluate the collectibility of our accounts receivable based on length of time the receivables are past due. Generally, our customers have thirty days to remit payment of invoices. We record reserves for bad debts against amounts due to reduce the net recognized receivable to the amount we reasonably believe will be collected. Once we have exhausted collection efforts, we will reduce the related accounts receivable against the allowance established for that receivable. We have certain customers with individually large amounts due at any given balance sheet date. Any unanticipated change in one of those customers’ creditworthiness or other matters affecting the collectibility of amounts due from such customers could have a material affect on our results of operations in the period in which such changes or events occur. Historically, our write-offs have been insignificant.
Goodwill. Our methodology for allocating the purchase price related to purchase acquisitions is determined through established valuation techniques. Goodwill is measured as the excess of the cost of the acquisition over the amounts assigned to identifiable assets acquired less assumed liabilities. We have one operating segment and business reporting unit, the sales of semiconductor devices, and we perform goodwill impairment tests annually and between annual tests in certain circumstances. To date, no such impairment has been recorded. In response to changes in industry and market conditions, we may strategically realign our resources and consider restructuring, disposing of, or otherwise exiting businesses, which could result in an impairment of goodwill.
Taxes. We account for income taxes using the asset and liability method. Deferred taxes are determined based on the differences between the financial statement and tax bases of assets and liabilities, using enacted tax rates in effect for the year in which the differences are expected to reverse. Valuation allowances are established when necessary to reduce deferred tax assets to the amounts expected to be realized. As of December 31, 2007, we carried a valuation allowance for the entire deferred tax asset of $13.8 million as a result of uncertainties regarding the realization of the asset balance (see Note 9 to the Consolidated Financial Statements).The net deferred tax assets are reduced by a valuation allowance if, based upon weighted available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. We must make significant judgments to determine our provision for income taxes, our deferred tax assets and liabilities and any valuation allowance to be recorded against our net deferred tax asset. As of December 2007, a valuation allowance continues to be recorded for the net deferred tax asset based on management’s assessment that realization of deferred tax assets is uncertain due to the history of losses, the variability of operating results and the inability to conclude that it is more likely than not that sufficient taxable income would be generated in future periods to realize those deferred tax assets. Future taxable income and/or tax planning strategies may eliminate all or a portion of the need for the valuation allowance. In the event we determine we are able to realize our deferred tax asset, an adjustment to the valuation allowance may significantly increase income in the period such determination is made.
Recent Accounting Pronouncements
In September 2006, FASB issued SFAS No. 157, “Fair Value Measurements”. SFAS 157 defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles (“GAAP”) and expands disclosures about fair value measurements. The FASB has issued a proposed interpretation that would defer the implementation of SFAS No. 157 for non-financial assets and liabilities until fiscal years beginning after November 15, 2008. The remaining provisions of SFAS 157 are effective for fiscal years beginning after November 15, 2007 and interim periods within those fiscal years. We do not believe that the adoption of SFAS 157 will have a material impact on our financial position and results of operations.
In February 2007, the FASB issued SFAS No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities – including an amendment of FASB Statement No. 115”. SFAS 159 permits entities to choose to measure many financial instruments and certain other items that are not currently required to be measured at fair value, with unrealized gains and losses related to these financial instruments reported in earnings at each subsequent reporting date. SFAS 159 is effective for fiscal years beginning after November 15, 2007. We do not believe that the adoption of SFAS 159 will have a material impact on our financial position and results of operations.
In December 2007, the FASB issued SFAS No. 141(R), “Business Combinations – Revised 2007”, which replaces FASB Statement No. 141, “Business Combinations”. SFAS 141(R) establishes principles and requirements intending to improve the relevance, representational faithfulness and comparability of information that a reporting entity provides in its financial reports about a business combination and its effects. SFAS 141(R) is effective for fiscal years beginning after December 15, 2008. We do not believe that the adoption of SFAS 141(R) will have a material impact on our financial position and results of operations.
In December 2007, the FASB issued SFAS No. 160, “Noncontrolling Interests in Consolidated Financial Statements – an amendment of ARB No. 51”. SFAS 160 establishes accounting and reporting standards to improve the relevance, comparability and transparency of financial information that a reporting entity provides in its consolidated financial statements. SFAS 160 is effective for fiscal years beginning after December 15, 2008. We do not believe that the adoption of SFAS 160 will have a material impact on our financial position and results of operations.
We have an investment portfolio of fixed income securities, including those classified as cash equivalents short-term investments and long-term investments of approximately $43.8 million at December 31, 2007. These securities are subject to interest rate fluctuations and will decrease in market value if interest rates increase.
The primary objective of our investment activities is to preserve principal while at the same time maximizing yields without significantly increasing risk. We invest primarily in high quality, short-term and long-term debt instruments. A hypothetical 100 basis point increase in interest rates would result in less than a $0.3 million decrease (less than 1%) in the fair value of the Company's available-for-sale securities. At December 31, 2007, we had an unrealized gain on our investments of approximately $62,000 and an unrealized gain of $6,000 at December 31, 2006.
The information required by this Item is contained in the financial statements and schedule set forth in Item 15 (a) of this Form 10-K.
None.
Controls and Procedures
(a) | Evaluation of disclosure controls and procedures. |
Based on their evaluation as of December 31, 2007, our Chief Executive Officer and Chief Financial Officer, have concluded that our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) were effective to ensure that the information required to be disclosed by us in this Annual Report on Form 10-K was recorded, processed, summarized and reported within the time periods specified in the SEC's rules and instructions for Form 10-K and that such disclosure controls and procedures were also effective to ensure that information required to be disclosed in the reports we file or submit under the Exchange Act is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.
(b) Changes in internal controls.
There has been no change in our internal control over financial reporting that occurred during our most recent fiscal year that has materially affected or is reasonably likely to materially affect our internal control over financial reporting.
Management's Report on Internal Control over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) under the Securities Exchange Act of 1934, as amended). Our management assessed the effectiveness of our internal control over financial reporting as of December 31, 2007. In making this assessment, our management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO") in Internal Control-Integrated Framework. Our management has concluded that, as of December 31, 2007, our internal control over financial reporting is effective based on these criteria.
On March 5, 2008, the Compensation Committee (the “Committee”) of the Board of Directors of PLX Technology, Inc. (the “Company”), approved the 2008 Variable Compensation Plan (the “Plan”) effective as of January 1, 2008 to encourage performance and achieve retention of a select group of executive employees of the Company. The Plan is intended to comply with the requirements of Section 409A of the Internal Revenue Code (the “Code”), recently enacted under the American Jobs Creation Act of 2004. Section 409A imposes a number of requirements on non-qualified deferred compensation plans, primarily relating to the timing of elections and distributions. The following is a summary of the terms and conditions of the Plan that are material to the Company. The Plan provides for a variable compensation amount for the 2008 performance to be awarded to eligible employees. Portions of such bonus amount shall be paid to employees on the last business day of January of each of 2009, 2010 and 2011.
Through December 31, 2008, the Committee, in its sole and unlimited discretion, may amend or terminate the Plan. After January 1, 2009, the Committee may amend or terminate the Plan, provided that such amendment does not reduce or increase any benefit to which a participant has accrued and is otherwise entitled to under the terms of the Plan, nor accelerate the timing of any payment under the Plan, except as permitted under Code Section 409A.
The foregoing description of the Plan is qualified in its entirety by reference to the Plan, a copy of which is filed herewith as Exhibit 10.17 and is incorporated herein by reference.
The information required by this Item is incorporated herein by reference to the Company's Proxy Statement for the 2008 Annual Meeting of Stockholders.
The information required by this Item is incorporated herein by reference to the Company's Proxy Statement for the 2008 Annual Meeting of Stockholders.
The information required by this Item is incorporated herein by reference to the Company's Proxy Statement for the 2008 Annual Meeting of Stockholders.
The information required by this Item is incorporated herein by reference to the Company's Proxy Statement for the 2008 Annual Meeting of Stockholders.
The information required by this Item is incorporated herein by reference to the Company's Proxy Statement for the 2008 Annual Meeting of Stockholders.
(a) 1. Consolidated Financial Statements
For the following financial information included herein, see Index on page 37:
Report of Independent Registered Public Accounting Firm
Report of Independent Registered Public Accounting Firm on Internal Control Over Financial Reporting
| Consolidated Balance Sheets as of December 31, 2007 and 2006. |
| Consolidated Statements of Operations for each of the three years in the period ended December 31, 2007. |
| Consolidated Statements of Stockholders' Equity and Comprehensive Income (Loss) for each of the three years in the period ended December 31, 2007. |
| Consolidated Statements of Cash Flows for each of the three years in the period ended December 31, 2007. |
Notes to Consolidated Financial Statements.
2. Consolidated Financial Statements
The financial statement schedules of the Company are included in Part IV of this report: As of and for each of the three years in the period ended December 31, 2007-II Valuation and Qualifying Accounts. All other schedules have been omitted because they are not applicable.
3. Exhibit Index
See Exhibit Index immediately following the signature page for a list of exhibits filed or incorporated by reference as a part of this report.
(b) Exhibits
The Company here by files, as exhibits to this Form 10-K, those exhibits listed on the Exhibit Index referenced in Item 15 (a) (3) above. PLX TECHNOLOGY, INC.
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
Report of Independent Registered Public Accounting Firm
The Board of Directors and Stockholders
PLX Technology, Inc.
Sunnyvale, California
We have audited the accompanying consolidated balance sheets of PLX Technology, Inc. as of December 31, 2007 and 2006, and the related consolidated statements of operations, stockholders’ equity, and cash flows for each of the three years in the period ended December 31, 2007. In connection with our audits of the financial statements, we have also audited Schedule II – Valuation and Qualifying Accounts as of and for each of the years ended December 31, 2007, 2006 and 2005. These financial statements and schedule are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements and schedule based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and schedule are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements and schedule, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements and schedule. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of PLX Technology, Inc. at December 31, 2007 and 2006, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2007, in conformity with accounting principles generally accepted in the United States of America. Also, in our opinion, Schedule II – Valuation and Qualifying Accounts, when considered in relation to the basic consolidated financial statements taken as a whole, presents fairly, in all material respects, the information set forth therein.
As discussed in Note 9 to the consolidated financial statements, effective January 1, 2007, the Company adopted the provisions of Financial Accounting Standards Board Interpretation No. 48, Accounting for Uncertainty in Income Taxes – an Interpretation of FASB Statement No. 109. As discussed in Note 2 to the consolidated financial statements, effective January 1, 2006, the Company adopted the provisions of Statement of Financial Accounting Standards No. 123 (Revised 2004), Share-Based Payment.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), PLX Technology, Inc.’s internal control over financial reporting as of December 31, 2007, based on criteria established in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) and our report dated March 5, 2008, expressed an unqualified opinion thereon.
/s/ BDO Seidman, LLP
San Francisco, California
March 5, 2008
The Board of Directors and Stockholders
PLX Technology, Inc.
Sunnyvale, California
We have audited PLX Technology, Inc.’s internal control over financial reporting as of December 31, 2007, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (the COSO criteria). PLX Technology, Inc.’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Item 9A, Management’s Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the company's internal control over financial reporting based on our audit.
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
A company's internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
In our opinion, PLX Technology, Inc. maintained, in all material respects, effective internal control over financial reporting as of December 31, 2007, based on the COSO criteria.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheets of PLX Technology, Inc. as of December 31, 2007 and 2006, and the related consolidated statements of operations, stockholders' equity, and cash flows for each of the three years in the period ended December 31, 2007, and our report dated March 5, 2008, expressed an unqualified opinion thereon.
/s/ BDO Seidman, LLP
San Francisco, California
March 5, 2008
PLX TECHNOLOGY, INC.
(in thousands, except share and per share data)
| | | December 31, | |
| | | 2007 | | | 2006 | |
| | | | | | | |
ASSETS | | | | | | |
| Current Assets: | | | | | | |
| Cash and cash equivalents | | $ | 19,175 | | | $ | 32,804 | |
| Short-term investments | | | 17,142 | | | | 5,853 | |
| Accounts receivable, less allowances of $516 and $312 | | | 10,534 | | | | 8,491 | |
| Inventories | | | 7,422 | | | | 8,295 | |
| Other current assets | | | 3,788 | | | | 600 | |
| Total current assets | | | 58,061 | | | | 56,043 | |
| Goodwill | | | 34,541 | | | | 34,976 | |
| Other purchased intangible assets, net of accumulated amortization of $9,223 and $7,944 | | | 1,577 | | | | 2,856 | |
| Property and equipment, net | | | 29,798 | | | | 28,744 | |
| Long-term investments | | | 10,246 | | | | 3,666 | |
| Other assets | | | 1,577 | | | | 1,663 | |
| Total assets | | $ | 135,800 | | | $ | 127,948 | |
| | | | | | | | | |
LIABILITIES AND STOCKHOLDERS' EQUITY | | | | | | | | |
| Current Liabilities: | | | | | | | | |
| Accounts payable | | $ | 4,447 | | | $ | 2,995 | |
| Accrued compensation and benefits | | | 2,237 | | | | 2,417 | |
| Accrued commissions | | | 652 | | | | 1,100 | |
| Other accrued expenses | | | 572 | | | | 500 | |
| Total current liabilities | | | 7,908 | | | | 7,012 | |
| | | | | | | | | |
| Commitments and contingencies (Note 10) | | | | | | | | |
| Stockholders' equity: | | | | | | | | |
| Preferred stock, $0.001 par value per share: | | | | | | | | |
| Authorized -- 5,000,000 shares: none issued and outstanding | | | - | | | | - | |
| Common stock, $0.001 par value per share: | | | | | | | | |
| Authorized -- 50,000,000 shares: issued and outstanding -- 28,837,745 and 28,626,328 | | | 29 | | | | 29 | |
| Additional paid-in capital | | | 134,503 | | | | 128,735 | |
| Accumulated other comprehensive loss | | | (82 | ) | | | (96 | ) |
| Accumulated deficit | | | (6,558 | ) | | | (7,732 | ) |
| Total stockholders' equity | | | 127,892 | | | | 120,936 | |
| Total liabilities and stockholders' equity | | $ | 135,800 | | | $ | 127,948 | |
See accompanying notes to consolidated financial statements.
PLX TECHNOLOGY, INC.
(in thousands, except per share data)
| | | Years Ended December 31, | |
| | | 2007 | | | 2006 | | | 2005 | |
| Net revenues | | $ | 81,734 | | | $ | 81,425 | | | $ | 54,615 | |
| Cost of revenues | | | 32,209 | | | | 33,795 | | | | 19,613 | |
| Gross margin | | | 49,525 | | | | 47,630 | | | | 35,002 | |
| | | | | | | | | | | | | |
| Operating expenses | | | | | | | | | | | | |
| Research and development | | | 24,373 | | | | 20,194 | | | | 18,469 | |
| Selling, general and administrative | | | 24,516 | | | | 23,848 | | | | 16,577 | |
| Amortization and write-down of purchased intangible assets | | | 1,279 | | | | 1,873 | | | | 2,262 | |
| Total operating expenses | | | 50,168 | | | | 45,915 | | | | 37,308 | |
| Operating income (loss) | | | (643 | ) | | | 1,715 | | | | (2,306 | ) |
| Interest income | | | 2,385 | | | | 1,763 | | | | 812 | |
| Other income, net | | | 9 | | | | 40 | | | | 11 | |
| Income (loss) before provision for income taxes | | | 1,751 | | | | 3,518 | | | | (1,483 | ) |
| Provision for income taxes | | | 577 | | | | 512 | | | | 265 | |
| Net income (loss) | | $ | 1,174 | | | $ | 3,006 | | | $ | (1,748 | ) |
| | | | | | | | | | | | | |
| Basic net income (loss) per share | | $ | 0.04 | | | $ | 0.11 | | | $ | (0.06 | ) |
| | | | | | | | | | | | | |
| Shares used to compute basic per share amounts | | | 28,724 | | | | 28,177 | | | | 27,198 | |
| | | | | | | | | | | | | |
| Diluted net income (loss) per share | | $ | 0.04 | | | $ | 0.10 | | | $ | (0.06 | ) |
| | | | | | | | | | | | | |
| Shares used to compute diluted per share amounts | | | 29,156 | | | | 28,925 | | | | 27,198 | |
See accompanying notes to consolidated financial statements.
PLX TECHNOLOGY, INC.
& COMPREHENSIVE INCOME (LOSS)
(in thousands, except share amounts)
| | | | | | | | | | | | Accumulated | | | | | | | |
| | | | | | | | | | | | Other | | | | | | | |
| | | | | | | | | Additional | | | Comprehensive | | | | | | Total | |
| | | Common Stock | | | Paid-in | | | Income | | | Accumulated | | | Stockholders' | |
| | | Shares | | | Amount | | | Capital | | | (Loss) | | | Deficit | | | Equity | |
| Balance at December 31, 2004 | | | 26,706,763 | | | $ | 27 | | | $ | 111,333 | | | $ | (211 | ) | | $ | (8,990 | ) | | $ | 102,159 | |
| Proceeds from the exercise of warrants assumed | | | | | | | | | | | | | | | | | | | | | | | | |
| in the acquisition of HiNT Corporation | | | 3,057 | | | | - | | | | 26 | | | | - | | | | - | | | | 26 | |
| Issuance of common stock related to the | | | | | | | | | | | | | | | | | | | | | | | | |
| acquisition of NetChip Technology, Inc | | | 554,306 | | | | 1 | | | | 5,119 | | | | - | | | | - | | | | 5,120 | |
| Issuance of stock pursuant | | | | | | | | | | | | | | | | | | | | | | | | |
| to exercise of stock options | | | 402,742 | | | | - | | | | 1,641 | | | | - | | | | - | | | | 1,641 | |
| Amortization of deferred stock compensation | | | - | | | | - | | | | 168 | | | | - | | | | - | | | | 168 | |
| Tax benefit related to exercise of stock options | | | - | | | | - | | | | 26 | | | | - | | | | - | | | | 26 | |
| Comprehensive loss: | | | | | | | | | | | | | | | | | | | | | | | | |
| Change in unrealized loss on investments | | | - | | | | - | | | | - | | | | 115 | | | | - | | | | 115 | |
| Translation adjustments | | | - | | | | - | | | | - | | | | (18 | ) | | | - | | | | (18 | ) |
| Net loss | | | - | | | | - | | | | - | | | | - | | | | (1,748 | ) | | | (1,748 | ) |
| Total comprehensive loss | | | | | | | | | | | | | | | | | | | | | | | (1,651 | ) |
| Balance at December 31, 2005 | | | 27,666,868 | | | | 28 | | | | 118,313 | | | | (114 | ) | | | (10,738 | ) | | | 107,489 | |
| | | | | | | | | | | | | | | | | | | | | | | | | |
| Share-based compensation expense | | | - | | | | - | | | | 4,903 | | | | - | | | | - | | | | 4,903 | |
| Issuance of stock pursuant | | | | | | | | | | | | | | | | | | | | | | | | |
| to exercise of stock options | | | 959,460 | | | | 1 | | | | 5,388 | | | | - | | | | - | | | | 5,389 | |
| Tax benefit related to exercise of stock options | | | - | | | | - | | | | 131 | | | | - | | | | - | | | | 131 | |
| Comprehensive income: | | | | | | | | | | | | | | | | | | | | | | | | |
| Change in unrealized loss on investments | | | - | | | | - | | | | - | | | | 48 | | | | - | | | | 48 | |
| Translation adjustments | | | - | | | | - | | | | - | | | | (30 | ) | | | - | | | | (30 | ) |
| Net income | | | - | | | | - | | | | - | | | | - | | | | 3,006 | | | | 3,006 | |
| Total comprehensive income | | | | | | | | | | | | | | | | | | | | | | | 3,024 | |
| Balance at December 31, 2006 | | | 28,626,328 | | | | 29 | | | | 128,735 | | | | (96 | ) | | | (7,732 | ) | | | 120,936 | |
| | | | | | | | | | | | | | | | | | | | | | | | | |
| Share-based compensation expense | | | - | | | | - | | | | 4,441 | | | | - | | | | - | | | | 4,441 | |
| Issuance of stock pursuant | | | | | | | | | | | | | | | | | | | | | | | | |
| to exercise of stock options | | | 211,417 | | | | - | | | | 1,301 | | | | - | | | | - | | | | 1,301 | |
| Tax benefit related to exercise of stock options | | | - | | | | - | | | | 26 | | | | - | | | | - | | | | 26 | |
| Comprehensive income: | | | | | | | | | | | | | | | | | | | | | | | | |
| Change in unrealized loss on investments | | | - | | | | - | | | | - | | | | 56 | | | | - | | | | 56 | |
| Translation adjustments | | | - | | | | - | | | | - | | | | (42 | ) | | | - | | | | (42 | ) |
| Net income | | | - | | | | - | | | | - | | | | - | | | | 1,174 | | | | 1,174 | |
| Total comprehensive income | | | | | | | | | | | | | | | | | | | | | | | 1,188 | |
| Balance at December 31, 2007 | | | 28,837,745 | | | $ | 29 | | | $ | 134,503 | | | $ | (82 | ) | | $ | (6,558 | ) | | $ | 127,892 | |
| | | | | | | | | | | | | | | | | | | | | | | | | |
See accompanying notes to consolidated financial statements. PLX TECHNOLOGY, INC.
(in thousands)
| | | Years Ended December 31, | |
| | | 2007 | | | 2006 | | | 2005 | |
Cash flows from operating activities | | | | | | | | | |
| Net income (loss) | | $ | 1,174 | | | $ | 3,006 | | | $ | (1,748 | ) |
| Adjustments to reconcile net income (loss) to net cash flows provided by operating activities: | | | | | | | | | | | | |
| Depreciation and amortization | | | 2,029 | | | | 1,979 | | | | 2,065 | |
| Share-based compensation expense | | | 4,441 | | | | 4,903 | | | | - | |
| Amortization of deferred stock compensation | | | - | | | | - | | | | 168 | |
| Amortization and write-down of purchased intangible assets | | | 1,279 | | | | 1,873 | | | | 2,262 | |
| Deferred margins | | | - | | | | (1,963 | ) | | | 653 | |
| Provision for inventories | | | 763 | | | | 809 | | | | 379 | |
| Changes in pre-acquisition deferred tax balances | | | 435 | | | | 842 | | | | 207 | |
| Other non-cash items | | | (217 | ) | | | (84 | ) | | | 215 | |
| Changes in operating assets and liabilities: | | | | | | | | | | | | |
| Accounts receivable | | | (2,031 | ) | | | (2,251 | ) | | | (1,123 | ) |
| Inventories | | | 110 | | | | (4,776 | ) | | | (548 | ) |
| Other current assets | | | (3,188 | ) | | | 1,242 | | | | 216 | |
| Other assets | | | 86 | | | | (1,250 | ) | | | (333 | ) |
| Accounts payable | | | 1,452 | | | | (1,535 | ) | | | 903 | |
| Accrued compensation and benefits | | | (180 | ) | | | 663 | | | | (59 | ) |
| Accrued commissions | | | (448 | ) | | | 802 | | | | (2 | ) |
| Other accrued expenses | | | 72 | | | | (1,377 | ) | | | 611 | |
| Net cash provided by operating activities | | | 5,777 | | | | 2,883 | | | | 3,866 | |
| | | | | | | | | | | | | |
Cash flows provided by (used in) investing activities: | | | | | | | | | | | | |
| Purchase of investments | | | (34,677 | ) | | | (13,703 | ) | | | (6,027 | ) |
| Sales and maturities of investments | | | 17,100 | | | | 18,428 | | | | 12,725 | |
| Purchase of property and equipment | | | (3,088 | ) | | | (1,188 | ) | | | (740 | ) |
| Net cash provided by (used in) investing activities | | | (20,665 | ) | | | 3,537 | | | | 5,958 | |
| | | | | | | | | | | | | |
Cash flows provided by financing activities: | | | | | | | | | | | | |
| Proceeds from exercise of common stock options | | | 1,301 | | | | 5,389 | | | | 1,641 | |
| Proceeds from exercise of warrants | | | - | | | | - | | | | 26 | |
| Net cash provided by financing activities | | | 1,301 | | | | 5,389 | | | | 1,667 | |
| Effect of exchange rate fluctuations on cash and cash equivalents | | | (42 | ) | | | (33 | ) | | | (19 | ) |
| Increase (decrease) in cash and cash equivalents | | | (13,629 | ) | | | 11,776 | | | | 11,472 | |
| Cash and cash equivalents at beginning of year | | | 32,804 | | | | 21,028 | | | | 9,556 | |
| Cash and cash equivalents at end of year | | $ | 19,175 | | | $ | 32,804 | | | $ | 21,028 | |
| | | | | | | | | | | | | |
Supplemental disclosure of cash flow information: | | | | | | | | | | | | |
| Cash from income tax refunds | | $ | 41 | | | $ | 9 | | | $ | 79 | |
| Cash paid for income taxes | | $ | 165 | | | $ | 135 | | | $ | 14 | |
| | | | | | | | | | | | | |
Non-cash investing and financing activities | | | | | | | | | | | | |
| Common stock issued for the acquisition of NetChip Technology, Inc | | $ | - | | | $ | - | | | $ | 5,120 | |
See accompanying notes to consolidated financial statements.
PLX TECHNOLOGY, INC.
| 1. Organization and Summary of Significant Accounting Policies |
Description of Business
PLX Technology, Inc. ("PLX" or the "Company"), a Delaware corporation established in May 1986, develops and supplies semiconductor devices that accelerate and manage the transfer of data in microprocessor-based systems including networking and telecommunications, enterprise storage, servers, personal computers (PCs), PC peripherals, consumer electronics, imaging and industrial products. The Company offers a complete solution consisting of three related types of products: semiconductor devices, software development kits and hardware design kits. The Company’s semiconductor devices simplify the development of data transfer circuits in micro-processor based systems. The Company’s software development kits and hardware design kits promote sales of its semiconductor devices by lowering customers' development costs and by accelerating their ability to bring new products to market. The Company utilizes a “fabless” semiconductor business model whereby it purchases wafers and packaged and tested semiconductor devices from independent manufacturing foundries. Semiconductor devices account for substantially all of the Company's net revenues.
Basis of Presentation
The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries in China, Japan, Korea, Taiwan and the United Kingdom. All intercompany transactions and balances have been eliminated.
Cash and Cash Equivalents
The Company considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents.
Investments
The Company accounts for its investments in accordance with SFAS No. 115, "Accounting for Certain Investments in Debt and Equity Securities". At December 31, 2007, the Company’s securities consisted of debt securities. Under SFAS 115, management determines the appropriate classification of debt securities at the time of purchase and reevaluates such designation as of each balance sheet date. At December 31, 2007 and 2006, all debt securities were designated as available-for-sale. Available-for-sale securities are carried at fair value with unrealized gains and losses reported in a separate component of stockholders' equity. The fair value of securities is based on quoted market prices. The amortized cost of debt securities in this category is adjusted for the amortization of premiums and the accretion of discounts to maturity. Such amortization, as well as any interest earned on the securities, is included in interest income. Realized gains and losses and declines in value judged to be other-than-temporary on available-for-sale securities are included in interest income. The cost of securities sold is based on the specific identification method.
Accounts Receivable and Allowance for Doubtful Accounts
Accounts receivable are recorded at the invoiced amount and do not bear interest. The allowance for doubtful accounts is the Company’s best estimate of the amount of probable credit losses in its existing accounts receivable. The Company determines the allowance based on historical write-off experience and customer economic data. The Company reviews its allowance for doubtful accounts monthly. Past due balances over 90 days are reviewed individually for collectibility. Account balances are charged off against the allowance when the Company believes that it is probable the receivable will not be recovered. Inventories
Inventories are valued at the lower of cost (first-in, first-out method) or market. Inventories were as follows (in thousands):
| | | December 31, | |
| | | 2007 | | | 2006 | |
| Work-in-process | | $ | 2,000 | | | $ | 1,226 | |
| Finished goods | | | 5,422 | | | | 7,069 | |
| Total | | $ | 7,422 | | | $ | 8,295 | |
The Company evaluates the need for potential provision for inventory by considering a combination of factors. Based on the life of the product, sales history, obsolescence and sales forecast, the Company may record provisions for inventory of up to 100%.
Goodwill and Other Intangible Assets
Goodwill represents the excess of cost over the value of net assets of businesses acquired pursuant to SFAS No. 141, "Business Combinations" and is carried at cost unless write-downs for impairment are required. The Company evaluates the carrying value of goodwill on an annual basis during the fourth quarter and whenever events and changes in circumstances indicate that the carrying amount may not be recoverable. Such indicators would include a significant reduction in the Company's market capitalization, a decrease in operating results or a deterioration in the Company's financial position. To date, no such impairment has been recorded. The Company operates under a single reporting unit and accordingly, all of its goodwill is associated with the entire company.
The purchased intangible assets including customer base and developed/core technology are being amortized over the assets’ useful lives, which ranges from three to six years, utilizing the straight-line method which approximates the estimated future cash flows from the intangible. Also, see Note 6 to the Consolidated Financial Statements. The Company evaluates other intangible assets for impairment whenever events and circumstances indicate that such assets might be impaired.
Changes in the carrying amount of goodwill for the years ended December 31, 2007 and 2006 are as follows (in thousands):
| Balance as of December 31, 2005 | | $ | 35,818 | |
| Changes in pre-acquisition deferred tax balances | | | (842 | ) |
| Balance as of December 31, 2006 | | | 34,976 | |
| Changes in pre-acquisition deferred tax balances | | | (435 | ) |
| Balance as of December 31, 2007 | | $ | 34,541 | |
Long-lived Asset Impairment
Long-lived assets, principally property and equipment and identifiable intangibles, held and used by the Company are reviewed for impairment whenever events or circumstances indicate that the carrying amount of assets may not be recoverable in accordance with SFAS No. 144 “Accounting for the Impairment or Disposal of Long-Lived Assets”. The Company evaluates recoverability of assets to be held and used by comparing the carrying amount of an asset to estimated future net undiscounted cash flows generated by the asset. If such assets are considered to be impaired, the impairment recognized is measured as the amount by which the carrying amount of the assets exceeds the fair value of the assets. Also see Note 6 to the Consolidated Financial Statements. Property and Equipment
Property and equipment are stated at cost, less accumulated depreciation. Depreciation is computed using the straight-line method over the estimated useful lives of 39 years for buildings and three to five years for equipment, furniture and purchased software. Leasehold improvements are amortized using the straight-line method over the shorter of the useful lives of the assets or the terms of the leases.
Property and equipment are as follows (in thousands):
| | | December 31, | |
| | | 2007 | | | 2006 | |
| Land | | $ | 8,550 | | | $ | 8,550 | |
| Building | | | 19,333 | | | | 19,333 | |
| Equipment and furniture | | | 13,995 | | | | 11,447 | |
| Purchased software | | | 4,128 | | | | 4,090 | |
| | | | 46,006 | | | | 43,420 | |
| Accumulated depreciation and amortization | | | (16,208 | ) | | | (14,676 | ) |
| Net property and equipment | | $ | 29,798 | | | $ | 28,744 | |
Depreciation and amortization expense pertaining to property and equipment was approximately $2.0 million, $2.0 million and $2.1 million for the years ended December 31, 2007, 2006 and 2005, respectively.
Foreign Currency Translation
The functional currency of each of the Company’s international subsidiaries in China, Japan, Korea, Taiwan and the United Kingdom is the local currency of the resident countries. Assets and liabilities of the Company’s foreign subsidiaries are translated into the Company’s reporting currency at month-end exchange rates. Revenues and expenses of the Company’s foreign subsidiaries are translated into the Company’s reporting currency at weighted-average exchange rates.
Income Taxes
Income taxes are accounted for using the asset and liability method in accordance with SFAS No. 109, “Accounting for Income Taxes”. Under this method, deferred tax liabilities and assets are recognized for the expected future tax consequences of differences between the carrying amounts and the tax bases of assets and liabilities. A valuation allowance is provided when it is more likely than not that all or some portion of deferred tax assets will not be realized.
Revenue Recognition
The Company recognizes revenue when persuasive evidence of an arrangement exists, delivery has occurred, the fee is fixed or determinable, and collection is reasonably assured.
Revenue from product sales to direct customers and distributors is recognized upon shipment and transfer of risk of loss, if the Company believes collection is reasonably assured and all other revenue recognition criteria are met. The Company assesses the probability of collection based on a number of factors, including past transaction history and the customer’s creditworthiness. At the end of each reporting period, the sufficiency of allowances is assessed based on the age of the receivable and the individual customer’s creditworthiness.
In the first quarter ended March 31, 2006, the Company completed an evaluation of its revenue recognition methodology and concluded that it was more appropriate to recognize revenues on sales to distributors at the time of shipment to a distributor (also referred to as the sell-in basis of recognizing revenue). Prior to the first quarter of 2006, the Company recognized revenue on sales to distributors when the distributor resold the product to its end customer (also referred to as the sell-through basis of recognizing revenue). SFAS No. 48, “Revenue Recognition When Rights of Return Exists”, sets forth conditions that must be met to recognize revenue at the time of shipment. Among those conditions is that a company that provides a right of return or pricing concession to a buyer be able to reasonably estimate the amount of future returns or pricing concessions. In the past, the Company had concluded that it did not meet this condition and therefore used the sell-through basis of revenue recognition. In the first quarter of 2006, the Company concluded that it is able to reasonably estimate returns and pricing concessions, and therefore had implemented the sell-in method of accounting for sales to distributors. The Company recognized an additional $2.8 million in revenues during the first quarter of 2006 due to this change resulting in an increase to diluted earnings per share of $0.06.
The Company offers pricing protection to a single distributor whereby the Company supports the distributor’s resale product margin on certain products held in the distributor’s inventory. In general, the Company analyzes current requests for credit in process, also known as ship and debits, inventory at the distributor and credit expectations to determine the ending sales reserve required for this program. Reserves are reduced directly from revenue and recorded as a reduction to accounts receivable. We have arrangements with a small number of customers offering a rebate program on various products. The Company records rebates under the guidelines of EITF 01-9, “Accounting for Consideration Given to a Customer (Including a Reseller of the Vendor’s Product)”. In addition, the Company offers stock rotation rights to several distributors such that they can return up to a total of 5% of products purchased every six months in exchange for other PLX products of equal value. In general, the Company analyzes current stock rotation requests and past experience to determine the ending sales reserve required for this program.
Product Warranty
The Company generally sells products with a limited warranty of product quality for a period of one year and a limited indemnification of customers against intellectual property infringement claims related to the Company’s products. The Company accrues for known warranty and indemnification issues if a loss is probable and can be reasonably estimated, and accrues for estimated incurred but unidentified issues based on historical activity.
Software Development Costs
In accordance with SFAS No. 86, "Accounting for the Costs of Computer Software to Be Sold, Leased or Otherwise Marketed," the Company is required to capitalize eligible computer software costs upon achievement of technological feasibility subject to net realizable value considerations. The Company has defined technological feasibility as completion of a working model. The period between the achievement of technological feasibility and release of the Company's software products has been of short duration. Through December 31, 2007 such costs were insignificant. Accordingly, the Company has charged all such costs to research and development expenses in the accompanying consolidated statements of operations.
Use of Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect various accounts, including but not limited to goodwill, income taxes, inventories, revenue recognition, allowance for doubtful accounts, share-based compensation and warranty reserves as reported in the financial statements and accompanying notes. Actual results could differ from those estimates and such differences may be material to the consolidated financial statements.
Comprehensive Loss
The components of accumulated other comprehensive loss, reflected in the Consolidated Statements of Stockholders' Equity and Comprehensive Income (Loss), consisted of the following:
| | | Years Ended December 31, | |
| | | 2007 | | | 2006 | | | 2005 | |
| Unrealized gain (loss) on investments, net | | $ | 62 | | | $ | 6 | | | $ | (42 | ) |
| Cumulative translation adjustments | | | (144 | ) | | | (102 | ) | | | (72 | ) |
| Accumulated other comprehensive loss | | $ | (82 | ) | | $ | (96 | ) | | $ | (114 | ) |
Recent Accounting Pronouncements
In September 2006, FASB issued SFAS No. 157, “Fair Value Measurements”. SFAS 157 defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles (“GAAP”) and expands disclosures about fair value measurements. The FASB has issued a proposed interpretation that would defer the implementation of SFAS No. 157 for non-financial assets and liabilities until fiscal years beginning after November 15, 2008. The remaining provisions of SFAS 157 are effective for fiscal years beginning after November 15, 2007 and interim periods within those fiscal years. The Company does not believe that the adoption of SFAS 157 will have a material impact on its financial position and results of operations.
In February 2007, the FASB issued SFAS No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities – including an amendment of FASB Statement No. 115”. SFAS 159 permits entities to choose to measure many financial instruments and certain other items that are not currently required to be measured at fair value, with unrealized gains and losses related to these financial instruments reported in earnings at each subsequent reporting date. SFAS 159 is effective for fiscal years beginning after November 15, 2007. The Company does not believe that the adoption of SFAS 159 will have a material impact on its financial position and results of operations.
In December 2007, the FASB issued SFAS No. 141(R), “Business Combinations – Revised 2007”, which replaces FASB Statement No. 141, “Business Combinations”. SFAS 141(R) establishes principles and requirements intending to improve the relevance, representational faithfulness and comparability of information that a reporting entity provides in its financial reports about a business combination and its effects. SFAS 141(R) is effective for fiscal years beginning after December 15, 2008. The Company does not believe that the adoption of SFAS 141(R) will have a material impact on its financial position and results of operations.
In December 2007, the FASB issued SFAS No. 160, “Noncontrolling Interests in Consolidated Financial Statements – an amendment of ARB No. 51”. SFAS 160 establishes accounting and reporting standards to improve the relevance, comparability and transparency of financial information that a reporting entity provides in its consolidated financial statements. SFAS 160 is effective for fiscal years beginning after December 15, 2008. The Company does not believe that the adoption of SFAS 160 will have a material impact on its financial position and results of operations.
| 2. Share-Based Compensation |
Stock Option Plans
In January 1998, the Company’s stockholders approved the 1998 Stock Incentive Plan (“1998 Plan”). Under the 1998 Plan, options generally vest over four years and have a maximum term of 10 years. The Board of Directors establishes the exercise price as the closing price quoted on NASDAQ on the date of grant. In addition to stock options, the 1998 Plan allows for the grant of restricted stock, stock appreciation rights, performance shares, performance units, dividends and dividend equivalents. This plan expired in January 2008.
In January 1999, the Company’s stockholders approved the 1999 Stock Incentive Plan (“1999 Plan”). The 1999 Plan has substantially the same terms as the 1998 Plan.
Share-Based Compensation Expense
On January 1, 2006, the Company adopted SFAS No. 123 (revised 2004), “Share-Based Payment” using the modified-prospective transition method, which requires the measurement and recognition of compensation expense for all share-based payment awards made to the Company’s employees and directors including stock options. Share-based compensation expense for stock options granted subsequent to January 1, 2006 was based on the grant-date fair value estimated in accordance with the provisions of SFAS 123(R). For awards granted prior to, but not vested, as of January 1, 2006, share-based compensation expense was based on the grant-date fair value, previously estimated, using the Black-Scholes valuation model, in accordance with the original provisions of SFAS 123. The Company recognizes the share-based compensation expense on a straight-line basis over the requisite service period of the award, which generally equals the vesting period of each grant.
The fair value of share-based awards to employees is calculated using the Black-Scholes option pricing model, even though this model was developed to estimate the fair value of freely tradable, fully transferable options without vesting restrictions, which differ significantly from the Company’s stock options. The Black-Scholes model requires subjective assumptions, including future stock price volatility and expected time to exercise, which greatly affect the calculated values.
Valuation and Expense Information Under SFAS 123R
The weighted-average fair value of share-based compensation to employees is based on the multiple option valuation approach. Forfeitures are estimated and it is assumed no dividends will be declared. The estimated fair value of share-based compensation awards to employees is amortized using the straight-line method over the vesting period of the options. The weighted-average fair value calculations are based on the following average assumptions:
| | | Years Ended December 31, | |
| | | 2007 | | | 2006 | |
| Volatility | | | 0.59 | | | | 0.67 | |
| Expected life of options (in years) | | | 4.35 | | | | 4.39 | |
| Dividend yield | | | 0.00 | % | | | 0.00 | % |
| Risk-free interest rate | | | 4.31 | % | | | 4.72 | % |
| | | | | | | | | |
Risk-Free Interest Rate. The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of grant for the expected term of the option.
Expected Term. The Company’s expected term represents the weighted-average period that the Company’s stock options are expected to be outstanding. The expected term is based on the observed and expected time to post-vesting exercise of options by employees. The Company uses historical exercise patterns of previously granted options in relation to stock price movements to derive an employee behavioral pattern used to forecast expected exercise patterns.
Expected Volatility. The Company calculates its expected volatility assumption required in the Black-Scholes model by blending the historical volatility with the market-based implied volatility. The Company uses a 50/50 blend of historical volatility and market-based volatility.
These factors could change in the future, which would affect the share-based compensation expense in future periods.
As share-based compensation expense recognized in the Consolidated Statements of Operations for the fiscal years 2007 and 2006 is based on awards ultimately expected to vest, it has been reduced for estimated forfeitures. SFAS 123(R) requires forfeitures to be estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. Our estimated forfeiture rate of 27% and 30% for the years ended December 31, 2007 and 2006, respectively, was based on historical experience.
The following table shows total share-based compensation expense recorded for the years ended December 31, 2007 and 2006 (in thousands):
| | | Years Ended December 31, | |
| | | 2007 | | | 2006 | |
| Cost of revenues | | $ | 54 | | | $ | 51 | |
| Research and development | | | 1,712 | | | | 2,004 | |
| Selling, general and administrative | | | 2,675 | | | | 2,848 | |
| Total share-based compensation expense | | $ | 4,441 | | | $ | 4,903 | |
| | | | | | | | | |
A summary of option activity under the Company’s stock equity plans during the three years ended December 31, 2007, 2006 and 2005 are as follows:
| | | | | | | | | | | | Weighted Average | | | | |
| | | | | | | | | | | | Remaining | | | Aggregate | |
| | | Options Available | | | Number of | | | Weighted Average | | | Contractual Term | | | Intrinsic | |
Options | | for Grant | | | Shares | | | Exercise Price | | | (in years) | | | Value | |
| Outstanding at December 31, 2004 | | | 1,564,131 | | | | 4,366,035 | | | $ | 10.66 | | | | | | | |
| Granted | | | (979,300 | ) | | | 979,300 | | | | 8.96 | | | | | | | |
| Exercised | | | - | | | | (402,742 | ) | | | 4.08 | | | | | | | |
| Cancelled | | | 448,074 | | | | (459,542 | ) | | | 13.75 | | | | | | | |
| | | | | | | | | | | | | | | | | | | |
| Outstanding at December 31, 2005 | | | 1,032,905 | | | | 4,483,051 | | | | 10.57 | | | | 5.95 | | | $ | 5,747,342 | |
| Authorized | | | 800,000 | | | | - | | | | - | | | | | | | | | |
| Granted | | | (880,250 | ) | | | 880,250 | | | | 12.29 | | | | | | | | | |
| Exercised | | | - | | | | (959,460 | ) | | | 5.62 | | | | | | | | | |
| Cancelled | | | 687,355 | | | | (690,364 | ) | | | 14.77 | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | |
| Outstanding at December 31, 2006 | | | 1,640,010 | | | | 3,713,477 | | | | 11.47 | | | | 5.39 | | | $ | 11,718,444 | |
| Granted | | | (790,650 | ) | | | 790,650 | | | | 10.30 | | | | | | | | | |
| Exercised | | | - | | | | (211,417 | ) | | | 6.16 | | | | | | | | | |
| Cancelled | | | 293,237 | | | | (293,237 | ) | | | 13.44 | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | |
| Outstanding at December 31, 2007 | | | 1,142,597 | | | | 3,999,473 | | | | 11.38 | | | | 4.79 | | | $ | 2,663,803 | |
| | | | | | | | | | | | | | | | | | | | | |
| Exercisable at December 31, 2007 | | | | | | | 2,570,695 | | | $ | 11.84 | | | | 4.28 | | | $ | 2,486,571 | |
The Black-Scholes weighted average fair values of options granted during the years ended December 31, 2007, 2006 and 2005 were $5.34, $6.98 and $7.14, respectively.
The following table summarizes ranges of outstanding and exercisable options as of December 31, 2007:
| | | | Options Outstanding | | | Options Exercisable | |
| | | | | | | | | | | | | | | | | |
| | | | | | | Weighted Average | | | | | | | | | | |
| | | | | | | Remaining | | | Weighted | | | | | | Weighted | |
Range of | | | | | | Contractual Term | | | Average | | | | | | Average | |
Exercise Price | | | Number | | | (in years) | | | Exercise Price | | | Number | | | Exercise Price | |
| $0.88-$8.68 | | | | 812,538 | | | | 4.41 | | | $ | 6.28 | | | | 709,569 | | | $ | 6.04 | |
| $8.70-$9.45 | | | | 813,636 | | | | 4.34 | | | | 9.07 | | | | 680,703 | | | | 9.07 | |
| $9.55-$10.21 | | | | 914,700 | | | | 6.02 | | | | 10.05 | | | | 181,893 | | | | 9.86 | |
| $10.29-$15.58 | | | | 826,416 | | | | 5.58 | | | | 12.65 | | | | 367,222 | | | | 13.18 | |
| $15.70-$25.94 | | | | 632,183 | | | | 3.01 | | | | 21.15 | | | | 631,308 | | | | 21.16 | |
| Total | | | | 3,999,473 | | | | 4.79 | | | $ | 11.38 | | | | 2,570,695 | | | $ | 11.84 | |
| | | | | | | | | | | | | | | | | | | | | | | |
The total intrinsic value of options exercised during the year ended December 31, 2007 was approximately $1.1 million. The fair value of options vested during the year ended December 31, 2007 was approximately $6.8 million. As of December 31, 2007, total unrecognized compensation costs related to nonvested stock options net of estimated forfeitures was $2.6 million which is expected to be recognized as expense over a weighted average period of approximately 1.17 years.
Pro Forma Information Under SFAS 123 for Periods Prior to Fiscal 2006
Prior to fiscal 2006, the weighted-average fair value of share-based compensation to employees was based on the multiple option valuation approach. Forfeitures were recognized as they occurred and it was assumed no dividends would be declared. The estimated fair value of share-based compensation awards to employees was amortized ratably over the vesting period of the options. The weighted-average fair value calculations were based on the following weighted-average assumptions:
| | | Year Ended December 31, 2005 | |
| Volatility | | | 0.93 | |
| Expected life of options (in years) | | | 4.68 | |
| Risk-free interest rate | | | 4.00 | % |
| | | | | |
Pro forma results are as follows (in thousands except per share amounts):
| | | Year Ended December 31, 2005 | |
| Net loss as reported | | $ | (1,748 | ) |
| Add: Share-based compensation included in reported net loss | | | 168 | |
| Deduct: Share-based compensation cost under SFAS 123 | | | (5,291 | ) |
| Pro forma net loss | | $ | (6,871 | ) |
| | | | | |
| Pro forma basic and diluted net loss per common share: | | | | |
| Pro forma shares used in the calculation of pro forma | | | | |
| net loss per common share - basic and diluted | | | 27,198 | |
| Pro forma shares used in the calculation of pro forma | | | | |
| net income per common share - diluted | | | 27,198 | |
| Pro forma net loss per common share - basic and diluted | | $ | (0.25 | ) |
| Reported net loss per common share - basic and diluted | | $ | (0.06 | ) |
3. Net Income (Loss) Per Share
The Company uses the treasury stock method to calculate the weighted-average shares used in the diluted earnings per share in accordance with SFAS No. 128, “Earnings Per Share”. The following table sets forth the computation of basic and diluted net income (loss) per share (in thousands, except per share data):
| | | Years Ended December 31, | |
| | | 2007 | | | 2006 | | | 2005 | |
| Net income (loss) | | $ | 1,174 | | | $ | 3,006 | | | $ | (1,748 | ) |
| Weighted average shares of common stock outstanding | | | 28,724 | | | | 28,177 | | | | 27,198 | |
| Net income (loss) per share - basic | | $ | 0.04 | | | $ | 0.11 | | | $ | (0.06 | ) |
| Shares used in computing basic net income (loss) per share | | | 28,724 | | | | 28,177 | | | | 27,198 | |
| Dilutive effect of stock options | | | 432 | | | | 748 | | | | - | |
| Shares used in computing diluted net income (loss) per share | | | 29,156 | | | | 28,925 | | | | 27,198 | |
| Net income (loss) per share - diluted | | $ | 0.04 | | | $ | 0.10 | | | $ | (0.06 | ) |
Weighted average employee stock options to purchase approximately 2.3 and 1.5 million shares for the years ended December 31, 2007 and 2006, respectively, were outstanding, but were not included in the computation of diluted earnings per share because the exercise price of the stock options, including unamortized share-based compensation, was greater than the average share price of the common shares and, therefore, the effect would have been anti-dilutive.
As the Company incurred a loss for the year ended December 31, 2005, the effect of dilutive securities, totaling 4.5 million, have been excluded from the computation of diluted loss per share, as their impact would be anti-dilutive. Dilutive securities are comprised of options to purchase common stock.
4. Cash, Cash Equivalents, Short-Term Investments and Long-Term Investments
The Company invests its excess cash in high quality, short-term and long-term debt instruments. The following is a summary of the Company's investments by major security type at December 31, 2007 and December 31, 2006 (in thousands):
| | | Amortized | | | Unrealized | | | Estimated | |
| | | Cost | | | Gains (Losses), net | | | Fair Value | |
2007 | | | | | | | | | |
| Classified as Current Assets: | | | | | | | | | |
| Cash | | $ | 2,733 | | | $ | - | | | $ | 2,733 | |
| Cash equivalents: | | | | | | | | | | | | |
| Money market mutual funds | | | 73 | | | | - | | | | 73 | |
| Commercial paper | | | 16,371 | | | | (2 | ) | | | 16,369 | |
| Total cash equivalents | | | 16,444 | | | | (2 | ) | | | 16,442 | |
| Total cash and cash equivalents | | | 19,177 | | | | (2 | ) | | | 19,175 | |
| | | | | | | | | | | | | |
| Short term investments: | | | | | | | | | | | | |
| Commercial paper | | | 5,082 | | | | 1 | | | | 5,083 | |
| Medium term notes | | | 2,539 | | | | (6 | ) | | | 2,533 | |
| Corporate bonds | | | 1,082 | | | | (1 | ) | | | 1,081 | |
| Government Agencies | | | 8,426 | | | | 19 | | | | 8,445 | |
| Total short-term investments | | | 17,129 | | | | 13 | | | | 17,142 | |
| | | | | | | | | | | | | |
| Classified as Non-Current Assets: | | | | | | | | | | | | |
| Long term investments: | | | | | | | | | | | | |
| Corporate bonds | | | 8,486 | | | | 40 | | | | 8,526 | |
| Government Agencies | | | 1,709 | | | | 11 | | | | 1,720 | |
| Total long-term investments | | | 10,195 | | | | 51 | | | | 10,246 | |
| | | | | | | | | | | | | |
| Total cash, cash equivalents, short-term and long-term investments | | $ | 46,501 | | | $ | 62 | | | $ | 46,563 | |
| | | | | | | | | | | | | |
2006 | | | | | | | | | | | | |
| Classified as Current Assets: | | | | | | | | | | | | |
| Cash | | $ | 3,025 | | | $ | - | | | $ | 3,025 | |
| Cash equivalents: | | | | | | | | | | | | |
| Money market mutual funds | | | 16 | | | | - | | | | 16 | |
| Commercial paper | | | 26,361 | | | | 3 | | | | 26,364 | |
| Government Agencies | | | 3,400 | | | | (1 | ) | | | 3,399 | |
| Total cash equivalents | | | 29,777 | | | | 2 | | | | 29,779 | |
| Total cash and cash equivalents | | | 32,802 | | | | 2 | | | | 32,804 | |
| | | | | | | | | | | | | |
| Short term investments: | | | | | | | | | | | | |
| Muni Auction Rate Receipt | | | 1,700 | | | | - | | | | 1,700 | |
| Commercial paper | | | 3,156 | | | | 1 | | | | 3,157 | |
| Corporate bonds | | | 994 | | | | 2 | | | | 996 | |
| Total short-term investments | | | 5,850 | | | | 3 | | | | 5,853 | |
| | | | | | | | | | | | | |
| Classified as Non-Current Assets: | | | | | | | | | | | | |
| Long term investments: | | | | | | | | | | | | |
| Corporate bonds | | | 2,684 | | | | - | | | | 2,684 | |
| Government Agencies | | | 981 | | | | 1 | | | | 982 | |
| Total long-term investments | | | 3,665 | | | | 1 | | | | 3,666 | |
| | | | | | | | | | | | | |
| Total cash, cash equivalents, short-term and long-term investments | | $ | 42,317 | | | $ | 6 | | | $ | 42,323 | |
At December 31, 2007, the contractual maturity of short term investments (including cash equivalents) was less than one year and the contractual maturity of long term investments was one to two years. The Company determined the $62,000 unrealized gain as of December 31, 2007 was due to increases in the fair values of the investments above their cost basis. There were no impairments as of December 31, 2007.
5. Concentrations of Credit, Customer and Supplier Risk
Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash equivalents, short-term investments, long-term investments and trade receivables. The Company generally invests its excess cash in money market funds, commercial paper of corporations with high credit ratings, municipal bonds and treasury bills. The Company’s cash, cash equivalents, short and long-term investments were approximately $46.6 million as of December 31, 2007 which exceeded the amount insured by the Federal Deposit Insurance Corporation (“FDIC”). The Company has not experienced any significant losses on its cash equivalents or short and long-term investments.
The Company performs ongoing credit evaluations of its customers and generally requires no collateral. The Company's single largest receivable balance as of December 31, 2007 and 2006 was approximately 31% of net accounts receivable, generated by Excelpoint Systems and Metatech, respectively.
The Company analyzes the need for reserves for potential credit losses and records reserves when necessary. Through fiscal 2007, a relatively small number of direct customers and distributors accounted for a significant percentage of the Company's revenues. For the year ended December 31, 2007, sales to Excelpoint Systems, Metatech and Answer Technology accounted for approximately 18%, 17% and 10%, respectively, of net revenues In 2006, sales to Metatech and Answer Technology accounted for approximately 31% and 10%, respectively of net revenues. In 2005, sales to Metatech accounted for approximately 23% of net revenues. No other distributor or direct customer represented greater than 10% of net revenues.
Currently, the Company relies on single source suppliers for the significant majority of its product inventory. As a result, should the Company's current suppliers not produce and deliver inventory for the Company to sell on a timely basis, operating results may be adversely impacted.
6. Other Intangible Assets
Information regarding the Company's other identified intangible assets subject to amortization is as follows (in thousands):
| | | | 2007 | |
| | Estimated | | Gross Carrying | | | Accumulated | | | Net | |
| | Useful Life | | Amounts | | | Amortization | | | Value | |
| Patents | 4 years | | $ | 2,132 | | | $ | (2,132 | ) | | $ | - | |
| Developed Core Technology | 6 years | | | 5,422 | | | | (3,845 | ) | | | 1,577 | |
| Customer Base | 3 years | | | 3,246 | | | | (3,246 | ) | | | - | |
| Total | | | $ | 10,800 | | | $ | (9,223 | ) | | $ | 1,577 | |
| | | | | | | | | | | | | | |
| | | | 2006 | |
| | Estimated | | Gross Carrying | | | Accumulated | | | Net | |
| | Useful Life | | Amounts | | | Amortization | | | Value | |
| Patents | 4 years | | $ | 2,132 | | | $ | (2,132 | ) | | $ | - | |
| Developed Core Technology | 6 years | | | 5,422 | | | | (2,880 | ) | | | 2,542 | |
| Customer Base | 3 years | | | 3,246 | | | | (2,932 | ) | | | 314 | |
| Total | | | $ | 10,800 | | | $ | (7,944 | ) | | $ | 2,856 | |
Identified intangible asset amortization expense was approximately $1.3 million, $1.9 million and $2.3 million, for the years ended December 31, 2007, 2006 and 2005 respectively.
Estimated amortization expense for fiscal years ending December 31 is as follows (in thousands):
| 2008 | | $ | 742 | |
| 2009 | | | 599 | |
| 2010 | | | 236 | |
| Total | | $ | 1,577 | |
| | | | | |
An indefinite lived intangible (Tradename) acquired in connection with the Sebring acquisition was written off in 2005 as it was deemed to have no value. The total write-down, included in the amortization and write-down of purchased intangible assets on the consolidated statement of operations, was $0.2 million.
7. Stock Repurchase
In September 2002, the Company’s Board of Directors approved a repurchase of up to 2,000,000 shares of common stock. The Company, at the discretion of management, can repurchase the shares from time to time in the open market or in privately negotiated transactions. Approximately 774,000 shares were repurchased for approximately $1.9 million in cash in 2003. No shares were repurchased through December 31, 2007. As of March 5, 2008, the Company repurchased 80,000 shares for approximately $516,000 and anticipate additional shares will be repurchased throughout 2008.
8. Retirement Savings Plan
The Company sponsors the PLX Technology, Inc. 401(k) Plan (the “Plan”). The Plan allows all full-time employees to contribute up to 100% of their annual compensation. However, employee contributions are limited to a maximum annual amount as set up by the Internal Revenue Service. Beginning in 1996, the Company made a matching contribution calculated at 50 cents on each dollar of the first 6% of the participant’s compensation. The Company's expenses relating to the plan were approximately $0.5 million, $0.4 million and $0.3 million for 2007, 2006 and 2005, respectively.
9. Income Taxes
The provision for income taxes consists of the following (in thousands):
| | | Years Ended December 31, | |
| | | 2007 | | | 2006 | | | 2005 | |
| Federal: | | | | | | | | | |
| Current | | $ | 187 | | | $ | (419 | ) | | $ | 26 | |
| Deferred | | | 414 | | | | 712 | | | | 188 | |
| | | | 601 | | | | 293 | | | | 214 | |
| | | | | | | | | | | | | |
| State: | | | | | | | | | | | | |
| Current | | | (101 | ) | | | 39 | | | | 9 | |
| Deferred | | | 33 | | | | 144 | | | | 19 | |
| | | | (68 | ) | | | 183 | | | | 28 | |
| | | | | | | | | | | | | |
| Foreign: | | | | | | | | | | | | |
| Current | | | 44 | | | | 36 | | | | 23 | |
| | | | 44 | | | | 36 | | | | 23 | |
| | | | | | | | | | | | | |
| Total | | $ | 577 | | | $ | 512 | | | $ | 265 | |
The provision for income taxes differs from the amount of income taxes determined by applying the U.S. statutory federal income tax rate as follows (in thousands):
| | | Years Ended December 31, | |
| | | 2007 | | | 2006 | | | 2005 | |
| Tax expense (benefit) at the U.S. statutory rate | | $ | 613 | | | $ | 1,232 | | | $ | (504 | ) |
| State taxes (net of federal benefit) | | | 47 | | | | 183 | | | | 329 | |
| True ups | | | 1,137 | | | | (891 | ) | | | 30 | |
| Release of income tax reserves | | | (115 | ) | | | (569 | ) | | | - | |
| Research and development credit | | | (112 | ) | | | (1,461 | ) | | | (1,291 | ) |
| Change in valuation allowance | | | (1,006 | ) | | | 1,945 | | | | 1,740 | |
| Other individually immaterial items | | | 13 | | | | 73 | | | | (39 | ) |
| | | $ | 577 | | | $ | 512 | | | $ | 265 | |
| | | | | | | | | | | | | |
During the year ended December 31, 2007, the Company’s deferred tax asset valuation allowance decreased by $2.2 million and for the same periods in 2006 and 2005, the Company’s deferred tax asset valuation allowance increased by $1.9 million and $3.5 million, respectively. The decrease from December 31, 2006 to December 31, 2007 primarily relates to the decrease in net operating loss carry forwards due to utilization. The increase from December 31, 2005 to December 31, 2006 relates to increases in federal and state research and development credits that have not been realized along with a decrease in the deferred liability related to acquired intangibles.
Significant components of the Company's deferred tax assets and liabilities are as follows (in thousands):
| | | Yeards Ended December 31, | |
| | | 2007 | | | 2006 | |
| Deferred tax assets: | | | | | | |
| Accrued expenses and reserves | | $ | 1,558 | | | $ | 1,255 | |
| Net operating loss carryforwards | | | 3,036 | | | | 7,239 | |
| Research and development credits | | | 8,939 | | | | 9,344 | |
| Share-based compensation | | | 1,548 | | | | 204 | |
| Other | | | 226 | | | | 228 | |
| Gross deferred tax assets: | | | 15,307 | | | | 18,270 | |
| Valuation Allowance | | | (13,752 | ) | | | (15,987 | ) |
| | | | 1,555 | | | | 2,283 | |
| | | | | | | | | |
| Deferred tax liabilities: | | | | | | | | |
| Acquisition related intangibles | | | (869 | ) | | | (1,452 | ) |
| Depreciation | | | (686 | ) | | | (831 | ) |
| | | | (1,555 | ) | | | (2,283 | ) |
| Total net deferred tax assets | | $ | - | | | $ | - | |
At December 31, 2007, the Company had federal and state net operating loss carryforwards of $8.6 million and $0.6 million, respectively. These carryforwards will expire at various dates beginning in 2008 through 2025, if not utilized. In addition, as of December 31, 2007, the Company had federal and state tax credit carryforwards of approximately $5.5 million and $7.6 million, respectively. The federal research and development credits will expire beginning in 2012 and the state credits will carryforward indefinitely. Approximately $3.7 million of the federal and $0.6 million of the state net operating loss carryforward relate to excess tax deductions from stock options which have not yet been realized. SFAS 123R prohibits recognition of a deferred income tax asset for excess tax benefits due to stock option exercises that have not yet been realized through a reduction in income tax payable.
Utilization of the net operating loss and credit carryforwards may be subject to a substantial annual limitation due to the ownership change limitations provided by the Internal Revenue Code of 1986, as amended, and similar state provisions. The annual limitation may result in the expiration of net operating loss carryforwards before utilization. Utilization of $4.9 million of federal net operating loss is subject to an annual limitation under the Internal Revenue Code of 1986, as amended, and similar state provisions. Utilization of $1.1 million of federal research and development credits and $0.9 million of state research and development credits are subject to an annual limitation under the Internal Revenue Code of 1986, as amended, and similar state provisions. The annual limitation may result in the expiration of the federal and state research and development credits before utilization.
Due to operating losses incurred, the Company created a full valuation allowance as of December 2002 for deferred tax assets. As of December 2007, a valuation allowance continues to be recorded for the net deferred tax asset based on management’s assessment that the realization of deferred tax assets is uncertain due to the history of losses, the variability of operating results and the inability to conclude that it is more likely than not that sufficient taxable income would be generated in future periods to realize those deferred tax assets. The Company will maintain a full valuation allowance until sufficient positive evidence exists to support a reversal of the valuation allowance. Approximately $3.4 million of the valuation allowance relates to acquired tax benefits, which will result in an adjustment to goodwill, net of the related deferred liability on acquired intangibles when such benefits are realized. During 2007, $0.4 million was released from the deferred tax valuation allowance and credited to goodwill.
On January 1, 2007, the Company adopted the provision of Financial Standards Accounting Board Interpretation No. 48, “Accounting for Uncertainty in Income Taxes” FIN 48 – an interpretation of FASB No. 109. As a result of the implementation of FIN 48, the Company recognized no material adjustment in the liability for unrecognized income tax benefits.
A reconciliation of the beginning and ending amount of unrecognized tax benefits is a follows (in thousands):
| | | Year Ended December 31, 2007 | |
| | | | |
Unrecognized tax benefits balance at January 1, 2007 | | $ | 1,916 | |
| Gross decrease for tax positions for prior year | | | (225 | ) |
| Gross increase for tax positions for current year | | | 319 | |
| Reduction for Lapse of California statute of limitations | | | (115 | ) |
| Unrecognized tax benefits balance at December 31, 2007 | | $ | 1,895 | |
