SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES AND
EXCHANGE ACT OF 1934
For the quarterly period ended January 31, 2001
OR
[_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES AND
EXCHANGE ACT OF 1934
For the transition period from ___________ to ___________
Commission file number: 0-29939
______________
OMNIVISION TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
Delaware 77-0401990
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Number)
930 Thompson Place, Sunnyvale, CA 94085
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (408) 733-3030
______________
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 and Exchange Act
of 1934 during the preceding 12 months (or for 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 [_]
At March 16, 2001, 21,995,583 shares of common stock of the Registrant were
outstanding.
================================================================================
OMNIVISION TECHNOLOGIES, INC.
INDEX
Page
No.
-----
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements:
Condensed Balance Sheets -- January 31, 2001 and April 30, 2000............................... 3
Condensed Statements of Operations -- Three and Nine Months Ended January 31, 2001 and 2000... 4
Condensed Statements of Cash Flows -- Nine Months Ended January 31, 2001 and 2000............. 5
Notes to Condensed Financial Statements....................................................... 6
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations........... 10
Item 3. Quantitative and Qualitative Disclosures About Market Risk...................................... 27
PART II. OTHER INFORMATION
Item 1. Legal Proceedings............................................................................... 28
Item 2. Changes in Securities and Use of Proceeds....................................................... 28
Item 6. Exhibits and Reports on Form 8-K................................................................ 29
Signatures................................................................................................... 30
2
PART I--FINANCIAL INFORMATION
ITEM 1: FINANCIAL STATEMENTS
OMNIVISION TECHNOLOGIES, INC.
CONDENSED BALANCE SHEETS
(in thousands)
(unaudited)
January 31, April 30,
2001 2000
-------- --------
ASSETS
Current assets:
Cash and cash equivalents...................................................... $ 52,357 $ 5,888
Short-term investments......................................................... 3,021 --
Accounts receivable, net....................................................... 3,413 6,156
Inventories.................................................................... 14,826 11,511
Prepaid expenses and other assets.............................................. 4,108 641
-------- --------
Total current assets........................................................ 77,725 24,196
Property, plant and equipment, net............................................... 2,217 2,102
-------- --------
Total assets................................................................ $ 79,942 $ 26,298
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable............................................................... $ 6,153 $ 9,972
Accrued expenses and other liabilities......................................... 1,931 1,841
Deferred revenue............................................................... 851 716
-------- --------
Total current liabilities................................................... 8,935 12,529
-------- --------
Contingencies (Note 8)
Redeemable convertible preferred stock........................................... -- 21,082
-------- --------
Stockholders' equity (deficit):
Common stock, $0.001 par value; 100,000 shares authorized; 21,986 and
3,886 shares issued and outstanding.......................................... 22 4
Additional paid-in capital..................................................... 94,621 5,840
Deferred compensation related to stock options................................. (1,390) (2,495)
Accumulated deficit............................................................ (22,246) (10,662)
-------- --------
Total stockholders' equity (deficit)........................................ 71,007 (7,313)
-------- --------
Total liabilities and stockholders' equity.................................. $ 79,942 $ 26,298
======== ========
See notes to Condensed Financial Statements.
3
OMNIVISION TECHNOLOGIES, INC.
CONDENSED STATEMENTS OF OPERATIONS
(in thousands, except per share amounts)
(unaudited)
Three Months Ended Nine Months Ended
--------------------------- ---------------------------
January 31, January 31, January 31, January 31,
2001 2000 2001 2000
-------- ------- -------- -------
Revenues................................................. $ 8,110 $12,245 $ 44,314 $25,111
Cost of revenues (including inventory write-off of
$18,090 in the quarter ended January 31, 2001)*......... 23,774 8,608 49,018 17,698
-------- ------- -------- -------
Gross profit (loss)...................................... (15,664) 3,637 (4,704) 7,413
-------- ------- -------- -------
Operating expenses:
Research and development*.............................. 1,376 904 4,020 2,453
Selling, general and administrative*................... 1,649 846 4,073 2,126
Stock compensation charge*............................. 293 414 802 1,159
-------- ------- -------- -------
Total operating expenses............................ 3,318 2,164 8,895 5,738
-------- ------- -------- -------
Income (loss) from operations............................ (18,982) 1,473 (13,599) 1,675
Interest income (expense), net........................... 888 52 2,015 139
-------- ------- -------- -------
Income (loss) before income taxes........................ (18,094) 1,525 (11,584) 1,814
Provision for (benefit from) income taxes................ (2,474) -- -- 1
-------- ------- -------- -------
Net income (loss)........................................ $(15,620) $ 1,525 $(11,584) $ 1,813
======== ======= ======== =======
Net income (loss) per share:
Basic.................................................. $(0.73) $0.56 $(0.70) $0.61
======== ======= ======== =======
Diluted................................................ $(0.73) $0.09 $(0.70) $0.11
======== ======= ======== =======
Shares used in computing net income (loss) per share:
Basic.................................................. 21,414 2,733 16,487 2,979
======== ======= ======== =======
Diluted................................................ 21,414 16,963 16,487 16,590
======== ======= ======== =======
(*) Stock-based compensation charges included in:
Cost of revenues....................................... $(33) $ 50 $ 43 $ 240
======== ======= ======== =======
Operating expenses:
Research and development............................ $182 $282 $503 $ 719
Selling, general and administrative................. 111 132 299 440
-------- ------- -------- -------
$293 $414 $802 $1,159
======== ======= ======== =======
See notes to Condensed Financial Statements.
4
OMNIVISION TECHNOLOGIES, INC.
CONDENSED STATEMENTS OF CASH FLOWS
(in thousands)
(unaudited)
Nine Months Ended
----------------------------
January 31, January 31,
2001 2000
-------- -------
Cash flows from operating activities:
Net income (loss)................................................................ $(11,584) $ 1,813
Adjustments to reconcile net income (loss) to net cash used in operating
activities:
Depreciation and amortization................................................. 440 372
Allowance for doubtful accounts and sales returns............................. 391 356
Amortization of deferred compensation......................................... 845 1,399
Changes in assets and liabilities:
Accounts receivable........................................................ 2,352 (2,898)
Inventories................................................................ (3,315) (4,164)
Prepaid expenses and other assets.......................................... (3,467) (645)
Accounts payable........................................................... (3,819) 5,682
Accrued expenses and other liabilities..................................... 90 (99)
Deferred revenue........................................................... 135 55
-------- -------
Net cash provided by (used in) operating activities..................... (17,932) 1,871
-------- -------
Cash flows from investing activities:
Purchases of short-term investments.............................................. (3,021) --
Purchases of property, plant and equipment....................................... (555) (1,444)
-------- -------
Net cash used in investing activities................................... ( 3,576) (1,444)
-------- -------
Cash flows from financing activities:
Issuance of common stock, net.................................................... 67,997 574
Payment for repurchase of common stock........................................... (20) (5)
-------- -------
Net cash provided by financing activities............................... 67,977 569
-------- -------
Net increase (decrease) in cash and cash equivalents............................... 46,469 996
Cash and cash equivalents at beginning of period................................... 5,888 5,374
-------- -------
Cash and cash equivalents at end of period......................................... $ 52,357 $ 6,370
======== =======
Supplemental cash flow information:
Interest paid.................................................................... $ 36 $ 1
======== =======
Taxes paid....................................................................... $ 3,483 $ 1
======== =======
Supplemental non-cash investing and financial information:
Conversion of redeemable convertible preferred stock to common stock............. $ 21,082 $ --
======== =======
See notes to Condensed Financial Statements.
5
OMNIVISION TECHNOLOGIES, INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS
(unaudited)
Note 1 -- Basis of Presentation
The accompanying unaudited condensed financial statements as of January 31,
2001 and April 30, 2000 and for the three and nine months ended January 31, 2001
and 2000 have been prepared by OmniVision Technologies, Inc. (the "Company" or
"OmniVision") in accordance with the rules and regulations of the Securities and
Exchange Commission. The amounts as of April 30, 2000 have been derived from our
annual audited financial statements. Certain information and footnote
disclosures normally included in financial statements prepared in accordance
with generally accepted accounting principles have been condensed or omitted in
accordance with such rules and regulations. In the opinion of management, the
accompanying unaudited financial statements reflect all adjustments, consisting
only of normal recurring adjustments, necessary to present fairly the financial
position of the Company and its results of operations and cash flows. These
financial statements should be read in conjunction with the annual audited
financial statements and notes as of and for the year ended April 30, 2000,
included in the Registration Statement on Form S-1 (No. 333-31926).
The results of operations for the three and nine months ended January 31, 2001
are not necessarily indicative of the results that may be expected for the year
ending April 30, 2001 or any other future interim period, and the Company makes
no representations related thereto.
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements, and
the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.
Note 2 -- Revenue Recognition
The Company recognizes revenue upon the shipment of its products to the
customer provided that the Company has received a signed purchase order, the
price is fixed, title has transferred, collection of resulting receivables is
probable, product returns are reasonably estimable, there are no customer
acceptance requirements and there are no remaining significant obligations. For
certain shipments to distributors under agreements allowing for return or
credits, revenue is deferred until the distributor resells the product. The
Company provides for future returns based on historical experiences at the time
revenue is recognized.
Note 3 -- Short-term Investments
The Company's short-term investments, which are classified as available-for-
sale, are invested in high-grade corporate securities and government bonds
maturing approximately twelve months or less from the date of purchase. These
investments are reported at fair value. Unrealized gains or losses are recorded
in stockholders' equity and included in other comprehensive income (losses).
Unrealized gains or losses were not significant during any period covered.
6
OMNIVISION TECHNOLOGIES, INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS-(Continued)
(unaudited)
Note 4 -- Inventory
Inventories as of January 31, 2001 and April 30, 2000, consist of (in
thousands):
January 31, April 30,
2001 2000
------- -------
Work in progress ................................................................ $ 8,475 $10,342
Finished goods .................................................................. 6,351 1,169
------- -------
Total inventory .............................................................. $14,826 $11,511
======= =======
Note 5 -- Net Income (Loss) Per Share
The following table sets forth the computation of basic and diluted income
(loss) per share attributable to common stockholders for the period indicated
(in thousands, except per share data):
Three Months Ended Nine Months Ended
------------------------------ ------------------------------
January 31, January 31, January 31, January 31,
2001 2000 2001 2000
-------- ------- -------- -------
Numerator:
Net income (loss)............................... $(15,620) $ 1,525 $(11,584) $ 1,813
======== ======= ======== =======
Denominator:
Weighted average shares......................... 21,954 3,735 17,195 3,576
Weighted average unvested common stock subject
to repurchase.................................. (540) (1,002) (708) (597)
-------- ------- -------- -------
Denominator for basic net income (loss) per
share.......................................... 21,414 2,733 16,487 2,979
Weighted average effect of dilutive securities:
Common stock options........................... -- 923 -- 709
Unvested common stock subject to
repurchase.................................. -- 1,002 -- 597
Convertible preferred stock.................... -- 12,305 -- 12,305
-------- ------- -------- -------
Denominator for dilutive net income (loss) per
share............................................ 21,414 16,963 16,487 16,590
======== ======= ======== =======
Basic net income (loss) per share................. $ (0.73) $ 0.56 $ (0.70) $ 0.61
======== ======= ======== =======
Diluted net income (loss) per share............... $ (0.73) $ 0.09 $ (0.70) $ 0.11
======== ======= ======== =======
7
OMNIVISION TECHNOLOGIES, INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS-(Continued)
(unaudited)
The following table sets forth weighted average potential shares of common
stock that are not included in the diluted net income (loss) per share
calculation above because to do so would be antidilutive for the periods
indicated (in thousands):
Three Months Ended Nine Months Ended
---------------------------- ----------------------------
January 31, January 31, January 31, January 31,
2001 2000 2001 2000
---- ---- ---- ----
Weighted average effect of common stock
equivalents:
Unvested common stock subject to repurchase..... 540 -- 708 --
Options outstanding............................. 61 -- 1,228 --
Shares resulting from the conversion of the:
Series A convertible preferred stock......... -- -- 1,314 --
Series B convertible preferred stock......... -- -- 1,122 --
Series C convertible preferred stock......... -- -- 1,324 --
---- ----- ----- -----
Total common stock equivalents excluded
from the computation of earnings per share
as their effect was antidilutive............. 601 -- 5,696 --
==== ===== ===== =====
Note 6 -- Equity
In July 2000, the Company completed its initial public offering of 5,000,000
shares of common stock at $13.00 per share. Net proceeds aggregated
approximately $59.2 million after paying the underwriters' fee and related
expenses. At the closing of the offering, all issued and outstanding shares of
the Company's preferred stock were converted into an aggregate of 12,305,001
shares of common stock. In August 2000, the underwriters' of the Company's
initial public offering exercised their over-allotment option to purchase an
additional 750,000 shares of common stock at $13.00 per share. Net proceeds
aggregated approximately $8.5 million after paying the underwriters' fee and
related expenses.
Note 7 -- Segment and Geographic Information
The Company identifies its operating segments based on business activities,
management responsibility and geographic location. For all periods presented,
the Company operated in a single business segment.
The Company sells its products primarily to the Asia Pacific region and in the
United States. Revenues by geographic locations based on the country or region
of the customer were as follows:
Three Months Ended Nine Months Ended
------------------------ ------------------------
January 31, January 31, January 31, January 31,
2001 2000 2001 2000
------ ------- ------- -------
Taiwan..................................................... $ 645 $ 5,244 $12,831 $ 9,968
Singapore.................................................. 355 2,336 7,755 4,569
United States.............................................. 2,430 2,971 6,368 7,343
Korea...................................................... 593 1,037 4,520 1,634
Hong Kong.................................................. 753 312 3,825 907
Japan...................................................... 2,043 228 4,688 501
Europe..................................................... 579 110 2,278 130
All Other.................................................. 712 7 2,049 59
------ ------- ------- -------
$8,110 $12,245 $44,314 $25,111
====== ======= ======= =======
8
OMNIVISION TECHNOLOGIES, INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS-(Continued)
(unaudited)
Note 8 -- Commitments and Contingencies
The Company has entered into certain commitments related to leasing land and
constructing a facility in Shanghai, China. During the quarter ended January 31,
2001, the Company paid $64,000 for these commitments, and as of January 31,
2001, the remaining amount payable is approximately $2.0 million. In addition, a
company has been formed in China to conduct design and testing operations. The
registered capital is $12.0 million of which $3.6 million needs to be paid to
obtain a license and begin construction. This $3.6 million was paid in February
and March 2001. The Company is obligated to pay to the Shanghai Songjiang Export
Processing Zone Administrative Committee the remaining $8.4 million of the
registered capital by December 2003.
From time to time, the Company has been subject to legal proceedings and
claims with respect to such matters as patents, product liabilities and other
actions arising out of the normal course of business. While the effect on future
financial results cannot be predicted with certainty, the Company believes that
the final outcome of such matters will not have a material adverse effect on its
financial position and results of operations or cash flows.
Note 9 -- Recent Accounting Pronouncements
In June 1998, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards No. 133 ("SFAS No. 133"),
"Accounting for Derivative Instruments and Hedging Activities." This statement
establishes accounting and reporting standards for derivative instruments and
requires recognition of all derivatives as assets or liabilities in the balance
sheet and measurement of those instruments at fair value. In June 2000, SFAS No.
133 was amended by SFAS No. 138. As amended by SFAS No. 137 in July 1999, this
statement is effective for fiscal years beginning after June 15, 2000. The
Company will adopt the standard no later than the first quarter of fiscal year
2002 and management does not expect a material impact on the Company's
consolidated financial statements.
In December 1999, the Securities and Exchange Commission issued Staff
Accounting Bulletin No. 101 ("SAB 101"), "Revenue Recognition in Financial
Statements," as amended by SAB 101A and 101B. SAB 101 provides interpretive
guidance on the recognition, presentation and disclosure of revenue in financial
statements under certain circumstances. The Company adopted the provisions of
SAB 101 in these condensed financial statements for all periods presented.
9
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
This Quarterly Report on Form 10-Q contains forward-looking statements within
the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the
Securities Exchange Act of 1934. These statements include the statements
relating to the development of new products in new and existing markets, the
expansion of the range of picture resolutions offered, the development of new
products which require only three volts for portable applications, the
improvement of image quality, the integration of additional functions and the
improvement to the interface chip in the third paragraph under "Overview;" the
statements relating to the generation of revenues from five volt products in
2001 in the fourth paragraph under "Overview;" the statements relating to
technology leadership and increase in research and development expenses in the
eighth paragraph under "Overview;" the statements regarding the potential
fluctuations and expected increases of research and development costs under
"Research and Development;" the statements regarding increases in selling,
general and administrative expenses under "Selling, General and Administrative;"
the statements regarding amortization of compensation charges under "Stock
Compensation Charge;" the statements regarding available cash resources
available to meet capital requirements, the factors affecting capital
requirements and the raising and availability of additional funds in the sixth
paragraph under "Liquidity and Capital Resources;" the statements regarding
evaluation of acquisitions in the seventh paragraph under "Liquidity and Capital
Resources;" the statements under "Factors Affecting Future Results;" the
statements under "Part II Other Information - Item 1. Legal Proceedings," and
the statements under "Part II Other Information - Item 2. Changes in Securities
and Use of Proceeds", among others. These forward-looking statements are based
on current expectations and entail various risks and uncertainties that could
cause actual results to differ materially from those projected in the forward-
looking statements. Such risks and uncertainties are set forth below under
"Factors Affecting Future Results."
Overview
We design, develop and market high performance, high quality, highly
integrated and cost efficient semiconductor image sensor devices. Our single
chip image sensors are used in a variety of electronic cameras and camera
related products for both still picture and live video applications. Our image
sensors are used in cameras and camera related products such as personal
computer cameras, digital still cameras, closed circuit TV's, mobile phone
cameras, personal digital assistant cameras, security and surveillance cameras
and toy cameras. Our image sensors are designed to use the complementary metal
oxide semiconductor, CMOS, fabrication process, a new, easier to use
semiconductor technology for image sensors. Our single chip image sensors can
allow our customers to build cameras that are smaller, require fewer chips,
consume less power and cost less to build than cameras using traditional charged
couple device technology, or multiple chip CMOS image sensors. Unlike
competitive image sensors, which require multiple chips to achieve the same
functions we are able to integrate nearly all camera functions into a single
chip. This leads us to believe that we supply one of the most highly integrated
single chip CMOS image sensor solutions.
We sell our products worldwide through a direct sales force and indirectly
through distributors and manufacturers' representatives. Our image sensors are
sold to camera manufacturers who market camera products under their own brand.
We also sell to large manufacturing companies that produce camera products for
others to market under different brand names.
Image sensors are characterized by several important attributes such as
picture resolution, color, lens size, voltage requirements and type of video
output. We intend to continue developing new products aimed at new and existing
markets. We plan to expand the range of picture resolutions we offer, provide
additional products that require only three volts for portable applications and
further improve image quality and integrate additional functions into our image
sensor. In addition, we developed and market an interface chip that connects a
camera to the universal serial bus on personal computers, and we plan to
continue to make improvements to that product as well.
Our first image sensor was a low resolution, black and white sensor introduced
in 1996. We introduced an improved version of this sensor in early 1997. In
addition, we introduced color and digital image sensors in 1997 and higher
resolution and higher quality image sensors in 1998 and 1999. For the year ended
April 30, 2000 and the nine months ended January 31, 2001, the majority of our
revenues were generated from sales of our five-volt color image sensors. Given
the growth of the Internet and multimedia applications which allow for digital
10
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS -- CONTINUED
images to be captured, stored and transported, we expect that a significant
portion of our revenues in the remainder of fiscal year 2001 will be generated
from our five volt color image sensors, which are used primarily in affordable
and easy to use personal computer cameras and increasingly, from 3.2 volt color
image sensors which are used in both personal computer cameras and cellular
phone accessories.
We outsource all of our semiconductor manufacturing and assembly. This
approach allows us to focus our resources on the design, development and
marketing of our products and significantly reduces our capital requirements. We
outsource our wafer manufacturing to Taiwan Semiconductor Manufacturing Company,
or TSMC, and Powerchip Semiconductor Company, or PSC. We have a signed agreement
with Samsung Electronics Co., Ltd., or Samsung, who is our sole source supplier
for our universal serial bus interface chip that we sometimes sell along with
our image sensor. A majority of our unit sales of image sensors for the three
and nine months ended January 31, 2001 are color image sensors. These require a
color filter to be applied to the wafer before packaging. We outsource the
application of this color filter to Toppan Printing Co., or Toppan, TSMC, and
PSC. We outsource the packaging of our image sensors to Kyocera Corporation, or
Kyocera, Taiwan Electronic Packaging Company, or TEPC, and Alphatec
Semiconductor Packaging Co., or Alphatec. Outside testing services do not offer
suitable tests for the key parameter of product performance and image quality.
Therefore, we design and produce our own automatic testing equipment
specifically for image sensor testing, and we do substantially all of our
testing in house. Our control over the testing process helps us maintain
consistent product quality and identify areas to improve product quality and
reduce costs.
We have entered into certain commitments related to leasing land and
constructing manufacturing facilities in Shanghai, China. During the quarter
ended January 31, 2001, we paid $64,000 for these commitments, and as of January
31, 2001, the remaining amount payable is approximately $2.0 million. In
addition, in December 2000, we formed a new company in China to conduct
manufacturing operations. The registered capital of this entity is $12.0 million
of which $3.6 million needs to be paid to obtain a license and begin
construction. We paid this $3.6 million in February and March 2001. We are
further obligated to pay to the Shanghai Songjiang Export Processing Zone
Administrative Committee the remaining $8.4 million of the registered capital by
December 2003.
We recognize revenue upon the shipment of our products to our customer
provided that we have received a signed purchase order, the price is fixed,
title has transferred, collection of resulting receivables is probable, product
returns are reasonably estimable, there are no customer acceptance requirements
and there are no remaining significant obligations. For certain shipments to
distributors under agreements allowing for return or credits, revenue is
deferred until the distributor resells the product. We provide for future
returns based on historical experiences at the time revenue is recognized.
Sales of our image sensors are subject to seasonality. Some of the products
using our image sensors such as personal computer video cameras and digital
still cameras are consumer electronics goods. Typically, these goods are subject
to seasonality with generally increased sales in November and December due to
the holidays. As a result, product sales are impacted by seasonal purchasing
patterns with higher sales generally occurring in the second half of the year.
We intend to maintain our technology leadership by continuing to develop our
core technology through our in house research and development efforts. As a
result, we expect our research and development expenses to increase on a dollar
basis and may increase on a percentage of revenue basis during the remainder of
fiscal year 2001.
We have entered into certain commitments related to leasing land and
constructing a facility in Shanghai, China. During the quarter ended January 31,
2001, we paid $64,000 for these commitments, and as of January 31,2001, the
remaining amount payable is approximately $2.0 million. In addition, in December
2000, we formed a new company in China to conduct design and testing operations.
The registered capital of this entity is $12.0 million of which $3.6 million
needs to be paid to obtain a license and begin construction. We paid this $3.6
million in February and March 2001. We are further obligated to pay the Shanghai
Songjiang Export Processing Zone Administrative Committee the remaining $8.4
million of the registered capital by December 2003.
11
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS -- CONTINUED
Results of Operations
The following table sets forth the results of our operations as a percentage
of revenues. Our historical operating results are not necessarily indicative of
the results for any future period.
Three Months Ended Nine Months Ended
-------------------------- --------------------------
January 31, January 31, January 31, January 31,
2001 2000 2001 2000
---- ---- ---- ----
Revenues.................................................... 100.0% 100.0% 100.0% 100.0%
Cost of revenues (including inventory write-off in the 293.2 70.3 110.6 70.5
quarter ended January 31, 2001)............................ ------- ----- ------ -----
Gross profit (loss)...................................... (193.2) 29.7 (10.6) 29.5
------- ----- ------ -----
Operating expenses:
Research and development................................. 17.0 7.4 9.1 9.8
Selling, general and administrative...................... 20.3 6.9 9.2 8.5
Stock compensation charge................................ 3.6 3.4 1.8 4.6
------- ----- ------ -----
Total operating expenses.............................. 40.9 17.7 20.1 22.9
------- ----- ------ -----
Income (loss) from operations............................... (234.1) 12.0 (30.7) 6.6
Interest income (expense), net.............................. 11.0 0.4 4.6 0.6
------- ----- ------ -----
Income (loss) before income taxes........................... (223.1) 12.4 (26.1) 7.2
Provision for income taxes.................................. (30.5) -- -- --
------- ----- ------ -----
Net income (loss)........................................... (192.6)% 12.4% (26.1)% 7.2%
======= ===== ====== =====
Three and Nine Months Ended January 31, 2001 as Compared to Three and Nine
Months Ended January 31, 2000
Revenues
We derive revenues from the sale of our standard image sensor array products
and other companion circuits for use in a variety of applications. Revenues for
the three months ended January 31, 2001 decreased 34% to approximately $8.1
million from $12.2 million for the three months ended January 31, 2000. Revenues
for the nine months ended January 31, 2001 increased 76% to approximately $44.3
million from $25.1 million for the nine months ended January 31, 2000. The
decrease in revenues during the three months ended January 31, 2001 resulted
primarily from selling fewer units of sensor array products due to decreased
demand for PC cameras. The increase in revenues during the nine months ended
January 31, 2001 was primarily as a result of selling a greater number of units
of sensor array products to meet increased demand for PC cameras and security
and surveillance cameras during the quarters ended July 31, 2000 and October 31,
2000 relative to the corresponding quarters of the prior year. Domestic and
international revenues for the three months ended January 31, 2001 were $2.4
million and $5.7 million, respectively, as compared to $3.0 million and $9.2
million, respectively, for the three months ended January 31, 2000. Domestic and
international revenues for the nine months ended January 31, 2001 were $6.4
million and $37.9 million, respectively, as compared to $7.3 million and $17.8
million, respectively, for the nine months ended January 31, 2000. For the three
months ended January 31, 2001, one of our security camera manufacturer
customers, X10 Wireless Technology, Inc., X10, represented approximately 21.5%
of revenues and one of our cellular telephone manufacturer customers, Teksel
Co., Ltd., Teksel, who distributes our products to Kyocera, accounted for
approximately 20.9% of revenues. For the nine months ended January 31, 2001, one
of our distributors, World Peace Industrial Company, Ltd., or World Peace,
represented approximately 17.6% of revenues and one of our camera manufacturer
customers, Creative Technologies Ltd., or Creative, accounted for approximately
17.4% of revenues. For the three months ended January 31, 2000, World Peace
accounted for approximately 26.5% of revenues, and two of our camera
manufacturer customers, Creative and Alaris, Inc., or Alaris, accounted for
approximately 19.1% and 14.1% of revenues, respectively. For the nine months
ended January 31, 2000, one of our distributors, World Peace, accounted for
approximately 21.6% of revenues and Creative and Alaris, accounted for
approximately 17.9% and 16.6% of revenues, respectively.
12
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS -- CONTINUED
Gross Profit (Loss)
Gross margins for the three months ended January 31, 2001 and 2000 were
(193.2)% and 29.7%, respectively. Gross margins for the nine months ended
January 31, 2001 and 2000 were (10.6)% and 29.5%, respectively. The decrease in
gross margin for the three and nine months ended January 31, 2001 was primarily
due to an $18.1 million charge for excess inventory which the Company recognized
in the quarter ended January 31, 2001. During the quarters ended April 30 and
July 31, 2000, the Company placed non-cancelable orders with its contract
manufacturers for a large quantity of color image sensors designed for use in PC
cameras based on increased sales levels from the preceding year and on our
expectations of increased demand for the sensors following the four- to six-
month production lead time. However, for the quarter ended January 31, 2001, the
overall market for PC cameras declined and, accordingly, the demand for these
color image sensors did not meet the Company's expectations. The current
inventory of the color image sensors designed for PC cameras significantly
exceeds the forecasted demand. The Company, therefore, recorded an $18.1 million
charge for excess inventories in the quarter ended January 31, 2001. On a pro-
forma basis, before recognition of the inventory reserves, the gross profit
margin was 29.9% for the quarter ended January 31, 2001 as compared to 29.7% in
the corresponding quarter of the previous fiscal year. The increase in gross
margins on a pro-forma basis changed from 29.5% to 31.5% for the nine months
ended January 31, 2001 was due to modest yield improvements resulting from
higher capacity utilization and favorable changes in product mix.
Research and Development
Research and development expenses for the three months ended January 31, 2001
and 2000 were approximately $1.4 million and $904,000, respectively. Research
and development expenses for the nine months ended January 31, 2001 and 2000
were approximately $4.0 million and $2.4 million, respectively. Our research and
development expenses increased by approximately $472,000 and $1.6 million for
the three and nine months ended January 31, 2000 from the three and nine months
ended January 31, 2000, respectively, due to an increase in salaries and payroll
related expenses associated with additional personnel, contracted costs
associated with new product development, software installation and expenses
related to the application for new patents. As a percentage of revenues,
research and development expenses for the three months ended January 31, 2001
and 2000 represented 17.0% and 7.4%, respectively. As a percentage of revenues,
research and development expenses for the nine months ended January 31, 2001 and
2000 represented 9.1% and 9.8%, respectively. The increase as a percentage of
revenues for the three months ended January 31, 2001 resulted from the decline
in revenues. As revenues increased for the nine months ended January 31, 2001,
from the nine months ended January 31, 2000, research and development expenses
declined as a percentage of revenues. Research and development expenses consist
primarily of compensation and personnel related expenses and costs for purchased
materials, designs and tooling, depreciation of computers and workstations, and
amortization of computer aided design software, all of which may fluctuate
significantly from period to period as a result of our product development
cycles. We expect that our future research and development expenses will
increase in absolute dollars and may increase as a percentage of revenues as we
design and develop our next generation of image sensor products.
Selling, General and Administrative
Selling, general and administrative expenses for the three months ended
January 31, 2001 and 2000 were approximately $1.6 million and $846,000,
respectively. Selling, general and administrative expenses for the nine months
ended January 31, 2001 and 2000 were approximately $4.1 million and $2.1
million, respectively. The increase in selling, general and administrative
expenses of approximately $803,000 for the three months ended January 31, 2001
was principally due to an increase in salaries and payroll related expenses
associated with additional personnel and increased legal and accounting costs
associated with business development and operations, partially offset by a
reduction in commissions resulting from decreases in sales revenue. The increase
in selling, general and administrative expenses of approximately $1.9 million
for the nine months ended January 31, 2001 was principally due to an increase in
salaries and payroll related expenses associated with additional personnel, an
increase in commissions paid to distributors and manufacturers' representatives,
and increased legal and accounting costs associated with business development
and operations. As a percentage of
13
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS -- CONTINUED
revenues, selling, general and administrative expenses for the three months
ended January 31, 2001 and 2000 represented 20.3% and 6.9%, respectively. As a
percentage of revenues, selling, general and administrative expenses for the
nine months ended January 31, 2001 and 2000 represented 9.2% and 8.5%,
respectively. The increase as a percentage of revenues for the three months
ended January 31, 2001 resulted from the decline in revenues. As revenues
increased for the nine months ended January 31, 2001, from the nine months ended
January 31, 2000, selling, general and administrative expenses increased as a
percentage of revenues. We expect that our future selling, general and
administrative expenses will increase in absolute dollars and may increase as a
percentage of revenues.
Stock Compensation Charge
We incurred stock compensation charges of approximately $293,000 and $414,000
for the three months ended January 31, 2001 and 2000, respectively. We incurred
stock compensation charges of approximately $802,000 and $1.2 million for the
nine months ended January 31, 2001 and 2000, respectively. Deferred
compensation, representing the difference between the deemed fair market value
of our common stock on the date of grant and the exercise price of stock options
on the date of grant, is amortized on an accelerated basis as the options vest.
We expect deferred compensation charges of approximately $1.4 million as of
January 31, 2001 to be amortized on an accelerated basis over the vesting period
of generally five years.
Interest Income (Expense), Net
Interest income and interest expense, net for the three months ended January
31, 2001 and 2000 were income of approximately $888,000 and $52,000,
respectively. Interest income and interest expense, net for the nine months
ended January 31, 2001 and 2000 were income of approximately $2.0 million and
$139,000 respectively. Interest income and interest expense, net, increased
primarily due to the investment of the net proceeds from our initial public
offering in interest-bearing accounts consisting primarily of high-grade
corporate securities and government bonds maturing approximately twelve months
or less from the date of purchase.
Provision for Income Taxes
We generated a loss before income taxes of approximately $18.1 million and
income before income taxes of $1.5 million for the three months ended January
31, 2001 and 2000, respectively. We generated a loss before income taxes of
approximately $11.6 million and income before income taxes of $1.8 million for
the nine months ended January 31, 2001 and 2000, respectively. We had a benefit
from income taxes of approximately $2.5 million for the three months ended
January 31, 2001 representing the reversal of income taxes provided for in the
first six months of the fiscal year ended April 30, 2001.
Liquidity and Capital Resources
Since inception, we have financed the Company's growth through sales of common
stock and private sales of equity securities. Principal sources of liquidity at
January 31, 2001 consisted of cash, cash equivalents and short-term investments
of $55.4 million.
Our working capital increased by $57.1 million to $68.8 million as of January
31, 2001 from $11.7 million as of April 30, 2000. The increase was primarily
attributable to a $49.5 million increase in cash, cash equivalents and short-
term investments resulting principally from $47.7 million in proceeds from our
initial public offering. Our increased working capital was also attributable to
a $3.5 million increase in prepaid expenses and other assets and a net $3.3
million increase in inventories, combined with a $3.8 million reduction in
accounts payable, which were partially offset by a $2.7 million reduction in
accounts receivable, net.
14
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS -- CONTINUED
For the nine-month period ended January 31, 2001, our use of cash for
operating activities increased to approximately $17.9 million from cash provided
of $1.9 million for the corresponding period in the prior year, primarily due to
a net loss of $11.6 million in the nine months ended January 31, 2001 as
compared to net income of $1.8 million for the corresponding prior year period,
a net $3.3 million increase in inventory including the recognition of an $18.1
million charge for excess inventory, combined with a $3.8 million decrease in
accounts payable, partially offset by a $2.4 million increase in accounts
receivable.
For the nine-month period ended January 31, 2001, our use of cash for
investing activities increased to approximately $3.6 million from a use of $1.4
million for the corresponding period in the prior year, due to $3.0 million in
net purchases of short-term investments and $555,000 in purchases of property,
plant and equipment. Net cash used for investing activities for the nine-month
period ended January 31, 2000, resulted from purchases of property, plant and
equipment.
For the nine-month period ended January 31, 2001, net cash provided from
financing activities increased to approximately $68.0 million from $569,000 for
the corresponding period in the prior year. The increase was primarily due to
proceeds from the issuance and sale of 5,000,000 shares of common stock in our
initial public offering and the issuance and sale of an additional 750,000
shares of common stock following the exercise by the underwriters' of the
Company's initial public offering of their over-allotment option. Approximately
$47.7 million of these proceeds was invested in cash equivalents and short-term
investments. Net cash provided from financing activities for the nine-month
period ended January 31, 2000, amounted to approximately $574,000 from the
issuance and sale of common stock upon the exercise of employee stock options
during the period.
Based on our current working capital position and the cash flows that we
expect to generate through mid-fiscal 2002, we believe these cash resources will
be sufficient to meet our capital and investment requirements, including
anticipated capital expenditures in the amount of approximately $4.0 million and
anticipated investment expenditures of approximately $3.6 million, for at least
the next twelve months. After this period, capital requirements will depend on
many factors, including the levels at which we maintain inventory and accounts
receivable, costs of securing access to adequate manufacturing capacity and
increases in our operating expenses. To the extent that existing cash resources
are insufficient to fund our future activities, we need to raise additional
funds through public or private equity or debt financing. Additional funds may
not be available, or if available, we may not be able to obtain them on terms
favorable to us or to our shareholders. In the event that we do raise additional
cash through financings, current investors could be further diluted.
From time to time, we may evaluate acquisitions of companies, products or
technologies that complement our business. Although we have no current plans in
this regard, any transactions, if consummated, may consume a portion of our
working capital or require the issuance of securities that may result in further
dilution to existing stockholders.
FACTORS AFFECTING FUTURE RESULTS
Our limited operating history makes it difficult to evaluate our future
prospects and your investment.
We were incorporated in May 1995 and only began selling our products recently.
We introduced our first black and white image sensor for the security and
surveillance and toy and game markets in 1996 and our first color image sensor
for the PC video camera and toy and game markets in October 1997. We are
continuing to develop and produce new products for the digital still camera and
PC video camera markets. Thus, we have a limited operating history, which makes
an evaluation of our future prospects and your investment difficult.
Accordingly, we face risks and difficulties frequently encountered by early
stage companies in new and rapidly evolving markets.
15
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS -- CONTINUED
We have a history of losses, we were only profitable in fiscal year 2000 and we
may not subsequently sustain profitability.
We incurred net losses of approximately $6.0 million in fiscal year 1998 and
approximately $4.0 million in fiscal year 1999. For the year ended April 30,
2000, the first year in which we became profitable, our net income was
approximately $3.4 million. In the nine months ended January 31, 2001, our net
loss was approximately $11.6 million. In the future, as we develop new products,
we expect research and development expenses to increase. Also, as we hire
additional personnel and possibly engage in larger business transactions, we
expect selling, general and administrative expenses to increase. We will also
incur substantial noncash charges relating to the amortization of unearned
compensation. If these expenses increase and our revenues do not increase, we
may not subsequently sustain profitability.
We may not adequately forecast the number of wafers we need, and therefore we
may not be able to react to fluctuations in demand for our products, which could
result in higher operating expenses and lower revenues.
We must forecast the number of wafers we need from each of our foundries.
However, if customer demand falls below our forecast and we are unable to
reschedule or cancel our wafer orders, we may retain excess wafer inventories,
which could result in higher operating expenses and reduced gross margins.
Conversely, if customer demand exceeds our forecasts, we may be unable to obtain
an adequate supply of wafers to fill customer orders, which could result in
lower revenues and could harm our relationship with key customers. As a
consequence of a forecast which proved to be greater than market demand for our
products, we recognized an $18.1 million inventory adjustment in the quarter
ended January 31, 2001.
Fluctuations in our quarterly operating results make it difficult to predict our
future performance and may result in volatility in the market price of our
common stock.
Our quarterly operating results have varied significantly from quarter to
quarter in the past and are likely to vary significantly in the future based on
a number of factors related to how we manage our business. These factors, many
of which are more fully discussed in other risk factors, include:
. our ability to manage our product transitions;
. the mix of the products we sell and the distribution channels through which
they are sold; and
. the availability of production capacities at the semiconductor foundries
that manufacture our products or components of our products.
In the past, our introduction of new products and our product mix have
affected our quarterly operating results. We also anticipate that the rate of
orders from our customers may vary significantly from quarter to quarter. Our
expenses and inventory levels are based on our expectations of future revenues
and our expenses are relatively fixed in the short term. Consequently, if
revenues in any quarter do not occur when expected, expenses and inventory
levels could be disproportionately high and our operating results for that
quarter and, potentially future quarters, may be harmed.
Certain other factors have in the past caused and are likely in the future to
cause fluctuations in our quarterly operating results. These factors are
industry risks over which we have little or no control. These factors include:
. the growth of the market for products and applications using CMOS image
sensors;
. the timing and amount of orders from our camera manufacturers and
distributor customers;
16
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS -- CONTINUED
. the deferral of customer orders in anticipation of new products, designs or
enhancements by us or our competitors; and
. the announcement and introduction of products and technologies by our
competitors.
Any one or more of these factors is difficult to forecast and could result in
fluctuations in our quarterly operating results. Fluctuations in our quarterly
operating results could adversely affect the price of our common stock in a
manner unrelated to our long term operating performance. Due to the potential
volatility of our stock price, you should not rely on the results of any one
quarter as an indication of our future performance. It is likely that at some
point our quarterly operating results will fall below the expectations of
security analysts and investors. In this event, the price of our common stock
would likely decrease.
We depend on the acceptance of CMOS technology for mass market image sensor
applications, and any delay in the widespread acceptance of this technology
could adversely affect our ability to increase our revenues and improve our
earnings.
Our business strategy depends on the rapid and widespread adoption of the CMOS
fabrication process for image sensors and the acceptance of our single chip
technology. The image sensor market has been dominated by charged couple device,
or CCD, technology for over 25 years. Although CMOS technology has been
available for over 20 years, CMOS technology has only recently been used in
image sensors. Along with the other risk factors described in this section, the
following factors may delay the widespread adoption of the CMOS fabrication
process and our single chip technology, the occurrence of any of which could
adversely affect our ability to increase our revenues and earnings:
. the failure of the emergence of a universal platform for imaging solutions
for computers and the Internet;
. the limited availability of bandwidth to run CMOS image sensor applications;
. the uncertainty of emerging markets for products incorporating CMOS
technology;
. the failure of development of user friendly and affordable products; and
. improvements or cost reductions to charged couple device image sensors,
which could slow the adoption of CMOS image sensors in markets already
dominated by charged couple device image sensors, such as the security and
surveillance market.
We depend on a limited number of third party wafer foundries to manufacture a
substantial majority of our products, which reduces our ability to control the
manufacturing process.
We do not own or operate a semiconductor fabrication facility. We rely on
Taiwan Semiconductor Manufacturing Company, or TSMC, Powerchip Semiconductor
Company, or PSC and Samsung Electronics Co. Ltd., or Samsung, to produce a
substantial majority of our wafers and final products. Our reliance on these
third party foundries involves a number of significant risks, including:
. reduced control over delivery schedules, quality assurance, manufacturing
yields and production costs;
. lack of guaranteed production capacity or product supply; and
. unavailability of, or delayed access to, next generation or key process
technologies.
We do not have long term supply agreements with any of our foundries and
instead secure manufacturing availability on a purchase order basis. These
foundries have no obligation to supply products to us for any specific period,
in any specific quantity or at any specific price, except as set forth in a
particular purchase order. Our requirements represent a small portion of the
total production capacities of these foundries and TSMC, PSC,
17
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS -- CONTINUED
or Samsung may reallocate capacity to other customers, even during periods of
high demand for our products. If any of our foundries were to become unable or
unwilling to continue manufacturing our wafers in the required volumes, at
acceptable quality, yields and costs and in a timely manner, our business would
be seriously harmed. As a result, we would have to identify and qualify
substitute foundries, which would be time consuming and difficult and could
result in unforeseen manufacturing and operations problems. In addition, if
competition for foundry capacity increases, our product costs may increase, and
we may be required to pay or invest significant amounts to secure access to
manufacturing services. We are also exposed to additional risks if we decide to
transfer our production of semiconductors from one foundry to another. We may
qualify additional foundries in the future. If we do not qualify additional
foundries, we may be exposed to increased risk of capacity shortages due to our
complete dependence on our foundries.
If we do not achieve acceptable wafer manufacturing yields, our costs could
increase, and our products may not be deliverable which could lead to higher
operating expenses and lower revenues and damage to our customer relationships.
The fabrication of our products requires wafers to be produced in a highly
controlled and clean environment. Semiconductor companies that supply our wafers
sometimes have experienced problems achieving acceptable wafer manufacturing
yields. Semiconductor manufacturing yields are a function of both our design
technology and the particular foundry's manufacturing process technology. Low
yields may result from design errors or manufacturing failures in new or
existing products. Yield problems may not be determined or improved until an
actual image sensor is made and can be tested. As a result, yield problems may
not be identified until the wafers are well into the production process. We only
test our products after they are assembled, as their optical nature makes
earlier testing difficult and expensive. The risks associated with yields are
even greater because we rely on third party offshore foundries for our wafers
which increases the effort and time required to identify, communicate and
resolve manufacturing yield problems. If the foundries cannot achieve the
planned yields, this will result in higher costs and reduced product
availability.
We depend on third party vendors for color filter processing and assembly, which
reduces our control over delivery schedules, product quality and cost.
After our wafers are produced, they are color filter processed and assembled
by six independent vendors: TSMC, PSC and Toppan Printing Co., Ltd., or Toppan
for the color filtering process and Kyocera Corporation, or Kyocera, Taiwan
Electronic Packaging Company, or TEPC, and Alphatec Semiconductor Packaging
Company Limited, or Alphatec, for additional processing and assembly. We do not
have long-term agreements with any of these vendors and typically obtain
services from them on a purchase order basis. Our reliance on these vendors
involves risks such as reduced control over delivery schedules, quality
assurance and costs. These risks could result in product shortages or could
increase our costs of manufacturing, assembling or testing our products. If
these vendors are unable or unwilling to continue to provide color filter
processing and assembly services and deliver products of acceptable quality, at
acceptable costs and in a timely manner, our business would be seriously harmed.
We would also have to identify and qualify substitute vendors, which could be
time consuming and difficult and result in unforeseen operations problems.
Our investment in a Chinese entity to conduct our future manufacturing
operations may not reduce our manufacturing costs nor improve our gross margins
and as a result our earnings would be adversely affected.
We have entered into certain commitments related to the leasing of land and
the construction of manufacturing facilities in Shanghai, China. We are
obligated to pay approximately $2.1 million under these contractual commitments.
In addition, we have paid $3.6 million to the Chinese government to obtain a
license and to begin construction of the facilities intended for the use of a
Company which we incorporated in China (the "Chinese Subsidiary"). We are
further obligated to pay the Chinese government $8.4 million in December 2003.
We cannot be sure that our investment in our Chinese Subsidiary will
eventually result in the reduction of our manufacturing costs. We may never
produce acceptable manufacturing yields. There may be significant
administrative, legal and governmental barriers in China which may prevent or
delay our ability to begin manufacturing our own CMOS image sensors. In
addition, we do not have experience in the building or operations of
manufacturing facility nor do we have experience in the manufacture of CMOS
image sensors. The manufacture of CMOS image sensors is a highly capital
intensive, complex, sensitive and precise process which is subject to a wide
variety of factors. The manufacture of image sensors requires a high up front
capital investment in relation to manufacturing yields. The operation of our own
manufacturing facility will also require constant upgrading our technology to
remain competitive which will require significant future capital investment.
If we are unable eventually to manufacture high quality CMOS image sensors and
achieve acceptable and competitive manufacturing yields, production may be
suspended, and then we will be forced to continue to contract with third party
manufacturers, a result in which would materially adversely affect our business
and financial condition. In addition, the incorporation, formation and
development of our Chinese Subsidiary had resulted and will continue to result
in the diversion of capital and management's attention away from other business
issues which may adversely affect our business and financial condition.
18
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS -- CONTINUED
Our lengthy manufacturing, packaging and assembly cycle, in addition to our
customers' design cycle, may result in uncertainty and delays in generating
revenues.
A lengthy manufacturing, packaging and assembly process, typically lasting
four months or more, is required to manufacture our image sensors. It can take
additional time before a customer commences volume shipments of products that
incorporate our image sensors. Even when a manufacturer decides to design our
image sensors into its products, the manufacturer may never ship final products
incorporating our image sensors. Given this lengthy cycle, we experience a delay
between the time we incur expenditures for research and development, sales and
marketing efforts and inventory and the time we generate revenues, if any, from
these expenditures. As a result, our revenues and profits could be seriously
harmed if a significant customer reduces or delays orders or chooses not to
release products incorporating our products.
If the demand for our products in current markets and emerging markets fails to
increase as we anticipate, our growth prospects would be diminished.
Our success depends in large part on the continued growth of various markets
that use our products and the emergence of new markets for our products. The
current markets that use our products include digital still cameras, personal
computer video cameras, personal digital assistant cameras, mobile phone
cameras, security and surveillance systems, closed circuit television systems,
toys and games and automotive applications. Emerging markets for our products
include personal identification systems, medical imaging devices, machine
control systems, videophones and automotive applications. If these markets do
not continue to grow and develop, the need for cameras which are lower in cost,
smaller, lighter in weight, consume less power and are more reliable might not
fully develop. In such case, it would be unlikely that our products would
achieve commercial success.
Failure to obtain design wins could cause our revenues to level off or decline.
Our future success will depend on camera manufacturers designing our image
sensors into their systems. To achieve design wins, which are decisions by those
manufacturers to design our products into their systems, we must define and
deliver cost effective, innovative and integrated semiconductor solutions. Once
a manufacturer has designed a supplier's products into its systems, the
manufacturer may be reluctant to change its source of components due to the
significant costs associated with qualifying a new supplier. Accordingly, the
failure to achieve design wins with key camera manufacturers could decrease our
market share or revenues.
Continuing declines in our average sales prices since the first quarter of
fiscal 1999 may result in declines in our gross margins.
Because the image sensor market is characterized by intense competition, and
price reductions for our products are necessary to meet consumer pricepoints, we
expect to experience market driven pricing pressures. This will likely result in
a decline in average sales prices for our products. We believe that we can
offset declining average sales prices by achieving manufacturing cost
efficiencies, developing new products that incorporate more advanced technology
and including more advanced features that can be sold at stable average gross
margins. However, if we are unable to achieve such cost reductions and
technological advances, or are unable to timely introduce new products, we will
lose revenues and gross margins will decline.
Seasonality in our business will cause our results of operations to fluctuate
from period to period and could cause our stock price to fluctuate or decline.
Sales of our image sensors are subject to seasonality. Some of the products
using our image sensors such as PC video cameras and digital still cameras are
consumer electronics goods. Typically, these goods are subject to seasonality
with generally increased sales in November and December due to the holidays. In
addition, we have experienced a decrease in orders in the quarter ended April
30, 2000 from our Chinese and Taiwanese customers
19
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS -- CONTINUED
primarily due to the Chinese New Year. As a result, we believe product sales are
impacted by seasonal purchasing patterns with higher sales generally occurring
in the second half of each year.
We depend on a few key customers, and the loss of any of them could
significantly reduce our revenues.
Historically, a relatively small number of customers and distributors has
accounted for a significant portion of our product revenues For the three months
ended January 31, 2001, one of our security camera manufacturer customers, X10
Wireless Technology, Inc., X10, represented approximately 21.5% of revenues and
one of our cellular telephone manufacturer customers, Teksel Co., Ltd., Teksel,
who distributes our products to Kyocera, accounted for approximately 20.9% of
revenues. For the nine months ended January 31, 2001, one of our distributors,
World Peace Industrial Company, Ltd., or World Peace, represented approximately
17.6% of revenues and one of our camera manufacturer customers, Creative
Technologies Ltd., or Creative, accounted for approximately 17.4% of revenues.
For the three months ended January 31, 2000, World Peace accounted for
approximately 26.5% of revenues, and two of our camera manufacturer customers,
Creative and Alaris, Inc., or Alaris, accounted for approximately 19.1% and
14.1% of revenues, respectively. For the nine months ended January 31, 2000, one
of our distributors, World Peace, accounted for approximately 21.6% of revenues
and Creative and Alaris, accounted for approximately 17.9% and 16.6% of
revenues, respectively.
As a result of customer concentration, a significant reduction, delay or
cancellation of orders from one or more of our key camera manufacturers or
distributors, or a decision by our significant customers to select products
manufactured by a competitor for inclusion in future product generations could
seriously harm our business. For example, in 1999, we had to replace one of our
largest distributors with Wintek Electronics because that distributor decided to
distribute a competitor's products. We expect our operating results to continue
to depend on sales to or design decisions of a relatively small number of
distributors and camera manufacturers.
We do not have long-term commitments from our customers, and we allocate
resources based on our estimates of customer demand, which could lead to excess
inventory and lost revenue opportunities.
Our sales are generally made on the basis of purchase orders rather than long-
term purchase commitments. In addition, our customers may cancel or defer
purchase orders. We manufacture our products according to our estimates of
customer demand. This process requires us to make multiple demand forecast
assumptions, each of which may introduce error into our estimates. If we
overestimate customer demand, we may allocate resources to manufacturing
products which we may not be able to sell or we may have to sell our products to
other customers for lower prices. As a result, we would have excess inventory,
which would have an adverse impact on our results of operations. For example,
one customer, Creative Technology, unexpectedly cancelled its purchase orders
for one of our products in the second quarter of fiscal year 2001 which resulted
in our shipping substantially fewer quantities to them in the third quarter of
fiscal year 2001 and contributed to a higher than expected inventory position.
Conversely, if we underestimate customer demand or if sufficient manufacturing
capacity is unavailable, we would forego revenue opportunities, lose market
share and damage our customer relationships.
We face foreign business, political and economic risks because a majority of our
products, and our customers' products are manufactured and sold outside of the
United States.
A substantial portion of our business, in particular, the manufacturing,
processing and assembly of our products, is conducted outside of the United
States, and as a result, we are subject to foreign business, political and
economic risks. All of our products are manufactured outside of the United
States. Many of our customers are camera manufacturers or are the manufacturers
or suppliers for camera manufacturers and are located in Japan, Korea, Singapore
and Taiwan. In addition, sales outside of the United States accounted for
approximately 70% and 86% of our revenues for the three and nine months ended
January 31, 2001 and 76% and 71% of our revenues for the three and nine months
ended January 31, 2000. We anticipate that sales outside of the United
20
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS -- CONTINUED
States will continue to account for a substantial portion of our revenue in
future periods. Accordingly, we are subject to foreign risks, including:
. difficulties in managing distributors;
. difficulties in staffing and managing foreign operations;
. difficulties in managing foundries and third party manufacturers;
. political and economic instability which may have an adverse impact on
foreign exchange rates in Asia;
. inadequacy of local infrastructure, in particular with respect to our future
expansion in China; and
. difficulties in accounts receivable collections.
In addition, camera manufacturers who design our solutions into their products
sell them outside of the United States. This exposes us indirectly to foreign
risks. 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, leading to
a reduction in revenues and profitability in that country. A portion of our
international revenues may be denominated in foreign currencies in the future,
which will subject us to risks associated with fluctuations in those foreign
currencies.
Our dependence on selling through distributors increases the complexity of our
business which may increase our operating costs and may reduce our ability to
forecast revenues.
Our revenues depend on design wins with new camera manufacturers which, in
turn, rely on third party manufacturers or distributors to provide inventory
management and purchasing functions. Selling through distributors reduces our
ability to forecast sales and increases the complexity of our business,
requiring us to:
. manage a more complex supply chain;
. manage the level of inventory at each distributor;
. provide for credits, return rights and price protection;
. estimate the impact of credits, return rights, price protection and unsold
inventory at distributors; and
. monitor the financial condition and credit worthiness of our distributors.
Any failure to manage these challenges could reduce our revenues and damage
our relationships with our distributors.
We face intense competition in our markets from more established charged couple
device image sensor manufacturers and CMOS image sensor manufacturers and if we
are unable to compete successfully, we will not achieve our financial
objectives.
The image sensor market is intensely competitive. These markets are
characterized by rapid technological change, evolving standards, short product
life cycles and decreasing prices. Our current products face competition from a
number of sources including companies which sell charged couple device image
sensors as well as other companies which sell multiple chip CMOS image sensors.
We expect competition in our markets to increase.
Many of our competitors have longer operating histories and greater presence
in key markets, greater name recognition, access to large customer bases and
significantly greater financial, sales and marketing, manufacturing,
distribution, technical and other resources than we do. As a result, they may be
able to adapt
21
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS -- CONTINUED
more quickly to new or emerging technologies and customer requirements or devote
greater resources to the promotion and sale of their product than we may. Our
competition includes charged couple device image sensor manufacturers, including
Matsushita Electric Industrial, Sanyo Electric Co. Ltd., Sharp Corporation, Sony
Corporation, Toshiba Corporation and Victor Company of Japan, as well as CMOS
image sensor manufacturers such as Agilent Technologies, Inc., Conexant Systems,
Inc., Hyundai Electronics Industries Co. Ltd., Mitsubishi Electronic, Motorola,
Inc., ST Microelectronics and Toshiba Corporation. In addition, there are a
large number of smaller startup companies including ElecVision, Inc. and
Photobit Corporation, which may or do compete with us. In particular, Hyundai
and Agilent Technologies have introduced multiple chip CMOS image sensors. We
cannot assure you that we can compete successfully against current or potential
competitors, or that competition will not seriously harm our business by
reducing sales of our products, reducing our profits and reducing our market
share.
Our success depends on the development and introduction of new products, which
we may not be able to do in a timely manner because the process of developing
products using CMOS image sensors is complex and costly.
The development of new products is highly complex, and we have experienced
delays in completing the development and introduction of new products on several
occasions in the past, some of which exceeded six months. As our products
integrate new and more advanced functions, they become more complex and
increasingly difficult to design and debug. Successful product development and
introduction depend on a number of factors, including:
. accurate prediction of market requirements and evolving standards, including
pixel resolution, output interface standards, power requirements, optical
lens size, input standards and operating systems for personal computers and
other platforms;
. development of advanced technologies and capabilities;
. definition of new products which satisfy customer requirements;
. timely completion and introduction of new product designs;
. use of leading edge foundry processes and achievement of high manufacturing
yields; and
. market acceptance of the new products.
Accomplishing all of this is extremely challenging, time consuming and
expensive. We cannot assure you that any new products or product enhancements
will be developed in time to capture market opportunities or achieve a
significant or sustainable level of acceptance in new and existing markets.
The high level of complexity and integration of functions of our products
increases the risk of latent defects which could damage customer relationships
and increase our costs.
Because we integrate many functions on a single chip, our products are
complex. The greater integration of functions and complexity of operations of
our products, the greater the risk that latent defects or subtle faults could be
discovered by customers or end users after volumes of product have been shipped.
Although we test our products, they may contain defects and errors. In the past
we have encountered defects and errors in our products. Delivery of products
with defects or reliability, quality or compatibility problems may damage our
reputation and our ability to retain existing customers and attract new
customers. In addition, product defects and errors could result in additional
development costs, diversion of technical resources, delayed product shipments,
increased product returns, product warranty costs for recall and replacement and
product liability claims against us which may not be fully covered by insurance.
22
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS -- CONTINUED
We maintain a backlog of customer orders which is subject to cancellation or
delay in delivery schedules, and any cancellation or delay may result in lower
than anticipated revenues.
We manufacture and market primarily standard products. Our sales are generally
made pursuant to standard purchase orders. We include in our backlog only those
customer orders for which we have accepted purchase orders and assigned shipment
dates within the upcoming twelve months. Although our backlog is typically
filled within two to four quarters, orders constituting our current backlog are
subject to cancellation or changes in delivery schedules, and backlog may not
necessarily be an indication of future revenue. In addition, the current backlog
will not necessarily lead to revenues in any future period. Any cancellation or
delay in orders which constitute our current or future backlog may result in
lower than expected revenues. Our bookings visibility continues to be limited
with a substantial majority of our quarterly product revenues coming from orders
that are received and fulfilled in the same quarter.
We must attract and retain qualified personnel to be successful, and competition
for qualified personnel is intense in our market.
Our success depends to a significant extent upon the continued contributions
of our key management, technical and sales personnel, many of whom would be
difficult to replace. The loss of one or more of these employees could seriously
harm our business. We do not have key person life insurance on any of our key
personnel. We have no agreements which obligate our employees to continue
working for us. Our success also depends on our ability to identify, attract and
retain qualified technical (particularly analog or mixed signal design
engineers), sales, marketing, finance and management personnel. Competition for
qualified personnel is particularly intense in our industry and in Silicon
Valley, California. This is due to a number of factors, including the high
concentration of established and emerging growth technology companies. This
competition makes it difficult to retain our key personnel and to recruit new
qualified personnel. 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 revenues and product development efforts could be harmed.
We may be unable to adequately protect our intellectual property and therefore
we may lose some of our competitive advantage.
We rely on a combination of patent, copyright, trademark and trade secret
laws, as well as nondisclosure agreements and other methods to protect our
proprietary technologies. We have been issued patents and have a number of
pending United States and foreign patent applications. However, we cannot assure
you that any patent will issue as a result of any applications or, if issued,
that any claims allowed will be sufficiently broad to protect our technology. In
addition, it is possible that existing or future patents may be challenged,
invalidated or circumvented. It may be possible for a third party to copy or
otherwise obtain and use our products, or technology without authorization,
develop corresponding technology independently or design around our patents.
Effective copyright, trademark and trade secret protection may be unavailable or
limited in foreign countries. These disputes may result in costly and time
consuming litigation or the license of additional elements of our intellectual
property for free.
We could become subject to litigation regarding intellectual property, which
could divert management attention, be costly to defend and prevent us from using
or selling the challenged technology.
In recent years, there has been significant litigation in the United States
involving patents and other intellectual property rights. This litigation is
widespread in the technology industry and is particularly prevalent in the
semiconductor industry, where a number of companies aggressively use their
patent portfolios by bringing numerous infringement claims. In addition, in
recent years, there has been an increase in the filing of nuisance suits
alleging infringement of intellectual property rights, which pressure defendants
into entering settlement arrangements to quickly dispose of such suits,
regardless of their merits.
23
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS -- CONTINUED
In March 2000, we received written notice from Koninklijke Philips N.V.
("Philips") in which Philips claimed to have patent rights in a serial bus
system for data transmission, known as the I2C bus system. We are currently in
negotiations with Philips for royalty or licensing arrangements. Specifically,
Philips has initially requested a royalty rate of 2% of the net selling price of
products that use the I2C bus system. However, we may not be able to enter into
any royalty or licensing agreements on commercially acceptable terms or at all.
During the negotiation period, we completed implementing a redesigned serial bus
system for our products in an effort to avoid infringement of Philips' patents.
Although the opinion of our patent counsel is that our redesigned serial bus
system does not infringe upon Philips' patents, Philips may still assert a claim
of infringement on the redesigned serial bus system. Should Philips assert a
claim of infringement on the redesigned serial bus system, we plan to vigorously
defend ourselves.
In March 1999, we received a written notice from Photobit Corporation in which
Photobit claimed to have patent rights in certain image sensor technology.
Photobit requested that we review our products in light of one of their issued
patents, U.S. Patent No. 5,841,126. In June 2000, we received a second written
notice from Photobit, in which Photobit reiterated their claim on U.S. Patent
No. 5,841,126 and further alleged that we infringed upon U.S. Patent No.
5,886,659, U.S. Patent No. 5,990,506, U.S. Patent No. 6,005,619 and U.S. Patent
No. 6,021,172 related to various aspects of color image sensors. Photobit did
not indicate which of our products were implicated nor the manner in which any
of our products might infringe on its patents. Following further correspondence
and dialog between us and Photobit, we filed, on October 13, 2000, an action in
the U.S. District Court, civil action number CV-00-3791 for the Northern
District of California against Photobit and the California Institute of
Technology ("CalTech"), seeking a declaration that the five above-identified
patents (the `126, `659, `506, `619 and `172 patents) are not valid, enforceable
and/or infringed by our products. An answer to our complaint was filed by
Photobit and CalTech on November 22, 2000, raising various defenses to our
declaratory judgment complaint and Photobit asserted counterclaims that allege
infringement of the `126, `506 and `619 patents. Our answer and affirmative
defenses to those counterclaims were filed on December 12, 2000. Discovery has
commenced and a Case Management Conference is scheduled for March 8, 2001,
before Judge Phyllis J. Hamilton, to address various scheduling and procedural
issues. We plan to vigorously pursue our claims and defend ourselves against the
counterclaims arising from this matter.
On February 7, 2001, Photobit and CalTech filed a complaint with the U.S.
International Trade Commission ("ITC") against the Company and against Creative
Labs, Inc. and X10 Wireless Technology, Inc. The complaint alleged infringement
of the same three patents that are the subject of their counterclaims in the
Northern District of California action (the `126, `506 and `619 patents), and
requested the ITC commence an investigation pursuant to Section 337 of the
Tariff Act of 1930 (19 U.S.C. (S) 1337). A supplement to the complaint was
filed on February 27, 2001. The ITC voted, on March 5, 2001, to institute an
investigation ("Certain CMOS Active Pixel Image Sensors And Products Containing
Same," Investigation No. 337-TA-451); by instituting this investigation, the ITC
has not yet made any decision on the merits of the case. If the ITC ultimately
determines that a violation of Section 337 exists, the involved products may be
precluded from importation into and/or sale in the United States. Once
instituted, an ITC investigation is generally completed within approximately one
year and sometimes within approximately eighteen months. We have agreed to
jointly defend Creative Labs, Inc. and X10 Wireless Technology, Inc. As with
the action pending in the Northern District of California, we believe the claims
of Photobit and CalTech are meritless, and plan to vigorously defend ourselves
in the ITC investigation.
Other companies may pursue litigation with respect to these or other claims.
The results of any litigation are inherently uncertain. In the event of an
adverse result in any litigation with respect to intellectual property rights
relevant to our products that could arise in the future, we could be required to
obtain licenses to the infringing technology, pay substantial damages under
applicable law, including treble damages if we are held to have willfully
infringed, cease the manufacture, use and sale of infringing products or to
expend significant resources to develop noninfringing technology. Litigation
frequently involves substantial expenditures and can require significant
management attention, even if we ultimately prevail.
24
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS -- CONTINUED
Failure to effectively manage our growth could adversely affect our ability to
increase our revenues and improve our earnings.
We are experiencing a period of significant growth that will continue to place
a great strain on our management and other resources. To manage our growth
effectively, we must, among other things:
. implement and improve operational and financial systems;
. train and manage our employee base; and
. attract and retain qualified personnel with relevant experience.
We must also manage multiple relationships with customers, business partners
and other third parties, such as our foundries and process and assembly vendors.
Moreover, our growth may significantly overburden our management and financial
systems and other resources. We also cannot assure you that we have made
adequate allowances for the costs and risks associated with this expansion. In
addition, our systems, procedures or controls may not be adequate to support our
operations, and we may not be able to expand quickly enough to capitalize on
potential market opportunities. Our future operating results will also depend on
expanding sales and marketing, research and development and administrative
support.
Our investment in a Chinese entity to conduct design and testing operations may
not reduce our design and testing costs nor improve our gross margins and as a
result our earnings would be adversely affected.
We have entered into certain commitments related to the leasing of land and
the construction of design and testing facilities in Shanghai, China. We are
obligated to pay approximately $2.1 million under these contractual commitments.
In addition, we have paid $3.6 million to the Chinese government to obtain a
license and to begin construction of the facilities intended for the use of a
company which we incorporated in China (the "Chinese Subsidiary"). We are
further obligated to pay the Chinese government $8.4 million in December 2003.
We cannot be sure that our investment in our Chinese Subsidiary will
eventually result in the reduction of our design and testing costs. The
formation and operation of our Chinese Subsidiary requires a large initial
capital investment and will also require significant future capital investment
as we continue to maintain and upgrade our facility. There may be significant
administrative, legal and governmental barriers in China which may prevent or
delay our ability to begin the operation of or continue the operation of our
Chinese Subsidiary. In addition, the design and testing of our products is a
highly complex, sensitive and precise process which is subject to a wide variety
of factors, any number of which could result in an increase of our costs. If our
design and testing costs fail to decrease as a result of our investment in our
China Subsidiary our earnings may be adversely affected.
The incorporation, formation and development or our Chinese subsidiary has
resulted and will continue to result in the diversion of capital away from other
business issues, as the operation of our design and testing facility will
require that we constantly upgrade our technology to remain competitive. The
incorporation, formation and development of our Chinese subsidiary has also
resulted in the diversion of management's attention away from other business
issues. If our ongoing investment in the Chinese Subsidiary does not result in
offsetting gains in the form of design and testing improvements accompanied by
reduced design and testing costs, whether because of the risks and difficulties
entailed by foreign operations or for other reasons, our business and financial
condition will be adversely affected.
Provisions in our charter documents and Delaware law could prevent or delay a
change in control of OmniVision and may reduce the market price of our common
stock.
Provisions of our certificate of incorporation and bylaws may discourage,
delay or prevent a merger or acquisition that a stockholder may consider
favorable. These provisions include:
. adjusting the price, rights, preferences, privileges and restrictions of
preferred stock without stockholder approval;
. providing for a classified board of directors with staggered, three year
terms;
. requiring supermajority voting to amend some provisions in our certificate
of incorporation and bylaws;
. limiting the persons who may call special meetings of stockholders; and
. prohibiting stockholder actions by written consent.
Provisions of Delaware law also may discourage, delay or prevent another
company from acquiring or merging with us.
Our stock has been and will likely continue to be subject to substantial price
and volume fluctuations due to a number of factors, many of which will be beyond
our control, that may prevent our stockholders from reselling our common stock
at a profit.
The securities markets have experienced significant price and volume
fluctuations in the past and the market prices of the securities of
semiconductor companies have been especially volatile. This market volatility,
as well as general economic, market or political conditions, could reduce the
market price of our common stock in spite of our operating performance. The
market price of our common stock may fluctuate significantly in response to a
number of factors, including:
. actual or anticipated fluctuations in our operating results;
. changes in expectations as to our future financial performance;
25
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS -- CONTINUED
. changes in financial estimates of securities analysts;
. release of lock-up or the transfer restrictions on our outstanding shares of
common stock or sales of additional shares of common stock;
. changes in market valuations of other technology companies; and
. announcements by us or our competitors of significant technical innovations,
design wins, contracts, standards or acquisitions.
Due to these factors, the price of our stock may decline and investors may be
unable to resell their shares of our stock for a profit. In addition, the stock
market experiences extreme volatility that often is unrelated to the performance
of particular companies. These market fluctuations may cause our stock price to
decline regardless of our performance.
Class action litigation due to stock price volatility could lead to substantial
costs and divert our management's attention and resources.
In the past, securities class action litigation often has been brought against
a company following periods of volatility in the market price of its securities.
Companies in the semiconductor industry and other technology industries are
particularly vulnerable to this kind of litigation due to the high volatility of
their stock prices. Accordingly, we may in the future be the target of
securities litigation. Securities litigation could result in substantial costs
and could divert our management's attention and resources.
26
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
We are an international company, selling our products globally and, in
particular in Japan, Korea, Singapore and Taiwan. Although we transact our
business in U.S. dollars, future fluctuations in the value of the U.S. dollar
may affect the competitiveness of our products, gross profits realized, and
results of operations. Further, we incur expenses in Japan, Korea, Taiwan,
Thailand and other countries that are denominated in currencies other than the
U.S. dollar. We cannot estimate the effect that an immediate 10% change in
foreign currency exchange rates would have on our future operating results or
cash flows as a direct result of changes in exchange rates. However, we do not
believe that we currently have any significant direct foreign currency exchange
rate risk, and we have not hedged exposures denominated in foreign currencies or
any other derivative financial instruments.
Our cash equivalents and short-term investments are exposed to financial
market risk due to fluctuation in interest rates, which may affect our interest
income and, in the future, the fair market value of our investments. We manage
our exposure to financial market risk by performing ongoing evaluations of our
investment portfolio. We presently invest in short term bank market rate
accounts, certificates of deposit issued by banks, high-grade corporate
securities and government bonds maturing approximately twelve months or less
from the date of purchase. Due to the short maturities of our investments, the
carrying value should approximate the fair market value. In addition, we do not
use our investments for trading or other speculative purposes. Due to the short
duration of our investment portfolio, we do not expect that an immediate 10%
change in interest rates would have a material effect on the fair market value
or our portfolio. Therefore, we would not expect our operating results or cash
flows to be affected to any significant degree by the effect of a sudden change
in market interest rates.
27
PART II -- OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
From time to time, the Company has been subject to legal proceedings and
claims with respect to such matters as patents, product liabilities and other
actions arising out of the normal course of business. In March 2000, the Company
received written notice from Koninklijke Philips N.V. ("Philips") in which
Philips claimed to have patent rights in a serial bus system for data
transmission, known as I2C bus system. The Company, as of October 31, 2000, had
a reserve which the Company believes will adequately cover any potential future
royalty payment. While the effect on future financial results cannot be
predicted with certainty, the Company believes that the final outcome of such
matters will not have a material adverse effect on its financial position and
results of operations or cash flows.
In March 1999, we received a written notice from Photobit Corporation in which
Photobit claimed to have patent rights in certain image sensor technology.
Photobit requested that we review our products in light of one of their issued
patents, U.S. Patent No. 5,841,126. In June 2000, we received a second written
notice from Photobit, in which Photobit reiterated their claim on U.S. Patent
No. 5,841,126 and further alleged that we infringed upon U.S. Patent No.
5,886,659, U.S. Patent No. 5,990,506, U.S. Patent No. 6,005,619 and U.S. Patent
No. 6,021,172 related to various aspects of color image sensors. Photobit did
not indicate which of our products were implicated nor the manner in which any
of our products might infringe on its patents. Following further correspondence
and dialog between us and Photobit, we filed, on October 13, 2000, an action in
the U.S. District Court, civil action number CV-00-3791 for the Northern
District of California against Photobit and the California Institute of
Technology ("CalTech"), seeking a declaration that the five above-identified
patents (the `126, `659, `506, `619 and `172 patents) are not valid, enforceable
and/or infringed by our products. An answer to our complaint was filed by
Photobit and CalTech on November 22, 2000, raising various defenses to our
declaratory judgment complaint and Photobit asserted counterclaims that allege
infringement of the `126, `506 and `619 patents. Our answer and affirmative
defenses to those counterclaims were filed on December 12, 2000. Discovery has
commenced and a Case Management Conference is scheduled for March 8, 2001,
before Judge Phyllis J. Hamilton, to address various scheduling and procedural
issues. We plan to vigorously pursue our claims and defend ourselves against the
counterclaims arising from this matter.
On February 7, 2001, Photobit and CalTech filed a complaint with the U.S.
International Trade Commission ("ITC") against the Company and against Creative
Labs, Inc. and X10 Wireless Technology, Inc. The complaint alleged infringement
of the same three patents that are the subject of their counterclaims in the
Northern District of California action (the `126, `506 and `619 patents), and
requested the ITC commence an investigation pursuant to Section 337 of the
Tariff Act of 1930 (19 U.S.C. (S) 1337). A supplement to the complaint was
filed on February 27, 2001. The ITC voted, on March 5, 2001, to institute an
investigation ("Certain CMOS Active Pixel Image Sensors And Products Containing
Same," Investigation No. 337-TA-451); by instituting this investigation, the ITC
has not yet made any decision on the merits of the case. If the ITC ultimately
determines that a violation of Section 337 exists, the involved products may be
precluded from importation into and/or sale in the United States. Once
instituted, an ITC investigation is generally completed within approximately one
year and sometimes within approximately eighteen months. We have agreed to
jointly defend Creative Labs, Inc. and X10 Wireless Technology, Inc. As with
the action pending in the Northern District of California, we believe the claims
of Photobit and CalTech are meritless, and plan to vigorously defend ourselves
in the ITC investigation.
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS
We completed our initial public offering ("IPO") on July 14, 2000, pursuant to
a Registration Statement on Form S-1 (File No. 333-31926), which was declared
effective by the Securities and Exchange Commission on July 13, 2000. In the
IPO, we sold an aggregate of 5,000,000 shares of common stock. In August 2000,
the underwriters' of the Company's initial public offering exercised their over-
allotment option to purchase an additional 750,000 shares of common stock at
$13.00 per share. Net proceeds from exercise of the over-allotment option
aggregated approximately $8.5 million after paying the underwriters' fee and
related expenses. The sale of the shares of common stock generated aggregate
gross proceeds of approximately $74,750,000, including proceeds from the
exercise of the over-allotment option. The aggregate net proceeds were
28
approximately $67,661,000, including the proceeds from the exercise of the over-
allotment option, after deducting underwriting discounts and commissions of
approximately $5,233,000 and directly paying expenses of the offering of
approximately $1,857,000. Fleet Boston Robertson Stephens Inc., Prudential Volpe
Technology and Needham & Company, Inc. were the lead underwriters for the IPO.
As of January 31, 2001, approximately $20,000,000 of the net proceeds were used
for working capital purposes and the remaining $47,661,000 were invested in cash
equivalents and short-term investments.
Other than anticipated capital expenditures in the amount of approximately
$4.0 million in the next twelve months, we have no specific plan for the
proceeds from our initial public offering. The primary purpose of the offering
is to use the proceeds for general corporate purposes, including working
capital. We may also use some of the proceeds to meet capacity commitments or to
acquire other companies, technology or products that complement our business,
although we are not currently planning any of these transactions. Pending these
uses, the net proceeds of the offering will be invested in interest bearing,
investment grade securities.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
Exhibit
Number Description
------- -----------
10.16 Agreement on Construction of Complete Municipal Facilities, Shanghai Songjiang
Export Processing Zone between OmniView Technology International Ltd. and
Shanghai Songjiang Export Processing Zone Administrative Committee dated December 28,
2000.
10.17 Shanghai Songjiang Export Processing Zone Administrative Committee Official Reply
to the Feasibility Study Report and Articles of Association of Foreign
Solely-funded Hao wei Electronics (Shanghai) Co., Ltd. dated December 19, 2000.
10.18 Contract on the Transfer of Shanghai State-owned Land Use Right between OmniView
Technology International Ltd. and Shanghai Songjiang District Building and Land
Administrative Bureau dated December 28, 2000.
21.1 Subsidiaries of the Registrant.
(b) Reports on Form 8-K
The Company did not file any reports on Form 8-K during the three months ended
January 31, 2001.
29
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Omnivision Technologies, Inc.
-----------------------------
(Registrant)
Dated: March 19, 2001
By: /s/ Shaw Hong
-----------------------------------------------
Shaw Hong
Chief Executive Officer, President and Director
(Principal Executive Officer)
Dated: March 19, 2001
By: /s/ H. Gene McCown
-----------------------------------------------
H. Gene McCown
Vice President of Finance and Chief Financial
Officer (Principal Financial
and Accounting Officer)
30