Monolithic Power Systems, Inc.
MONOLITHIC POWER SYSTEMS INC (Form: 10-Q, Received: 10/27/2011 16:18:04)

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 


FORM 10-Q
 

 
(Mark One)
x
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the quarterly period ended September 30, 2011
 
OR
 
o
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
Commission file number: 000-51026
 

 
Monolithic Power Systems, Inc.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
 

   
Delaware
77-0466789
(State or other jurisdiction of
incorporation or organization)
(I.R.S. Employer
Identification Number)
 
6409 Guadalupe Mines Road, San Jose, CA 95120 (408) 826-0600
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES, INCLUDING ZIP CODE AND TELEPHONE NUMBER)
 

 
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes   x     No   o
 
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes   x     No   o
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
 
Large
accelerated filer   o     Accelerated filer   x     Non-accelerated filer   o     Smaller reporting company   o
 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes   o     No   x
 
There were 33,694,064 shares of the registrant’s common stock issued and outstanding as of October 18, 2011.



 
1

 
 
MONOLITHIC POWER SYSTEMS, INC.

 
TABLE OF CONTENTS
 
PAGE
PART I. FINANCIAL INFORMATION
 
3
    ITEM 1.
FINANCIAL STATEMENTS
 
3
 
CONDENSED CONSOLIDATED BALANCE SHEETS
 
3
 
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
 
4
 
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
 
5
 
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 
6
    ITEM 2.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
 
16
    ITEM 3.
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
 
 26
    ITEM 4.
CONTROLS AND PROCEDURES
 
26
PART II. OTHER INFORMATION
 
 26
    ITEM 1.
LEGAL PROCEEDINGS
 
 26
    ITEM 1A.
RISK FACTORS
 
 27
    ITEM 6.
EXHIBITS
 
 40
 

 
2

 
 PART I. FINANCIAL INFORMATION
 
ITEM 1. FINANCIAL STATEMENTS
 
MONOLITHIC POWER SYSTEMS, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands, except par value and share amounts)
(Unaudited)
 
   
September 30,
2011
   
December 31,
2010
 
ASSETS
           
Current assets:
           
Cash and cash equivalents
  $ 92,972     $ 48,010  
Short-term investments
    67,859       129,709  
Accounts receivable, net of allowances of $43 in 2011 and $0 in 2010
    16,420       18,347  
Inventories
    23,558       25,789  
Deferred income tax assets, net - current
    324       204  
Prepaid expenses and other current assets
    1,993       2,314  
Total current assets
    203,126       224,373  
Property and equipment, net
    47,608       37,262  
Long-term investments
    15,720       19,180  
Deferred income tax assets, net - long-term
    39       39  
Other assets
    669       749  
Total assets
  $ 267,162     $ 281,603  
                 
LIABILITIES AND STOCKHOLDERS’ EQUITY
               
Current liabilities:
               
Accounts payable
  $ 9,515     $ 8,979  
Accrued compensation and related benefits
    6,625       8,792  
Accrued liabilities
    8,949       11,199  
Total current liabilities
    25,089       28,970  
                 
Non-current income tax liabilities
    5,020       5,015  
Other long-term liabilities
    -       723  
Total liabilities
    30,109       34,708  
Stockholders' equity:
               
Common stock, $0.001 par value, $34 and $35 in 2011 and 2010, respectively; shares authorized: 150,000,000; shares issued and outstanding: 33,693,751 and 35,063,033 in 2011 and 2010, respectively
    156,164       178,269  
Retained earnings
    77,495       66,647  
Accumulated other comprehensive income
    3,394       1,979  
Total stockholders’ equity
    237,053       246,895  
Total liabilities and stockholders’ equity
  $ 267,162     $ 281,603  
 
See accompanying notes to condensed consolidated financial statements.
 
 
3

 
 
MONOLITHIC POWER SYSTEMS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per share amounts)
(Unaudited)

   
Three months ended September 30,
    Nine months ended September 30,  
   
2011
   
2010
   
2011
   
2010
 
                         
Revenue
  $ 52,962     $ 65,843     $ 149,058     $ 171,783  
Cost of revenue
    25,148       29,857       72,381       74,067  
Gross profit
    27,814       35,986       76,677       97,716  
Operating expenses:
                               
Research and development
    11,792       11,291       33,115       34,116  
Selling, general and administrative
    10,249       10,296       30,082       32,304  
Litigation expense
    722       964       2,474       4,759  
Total operating expenses
    22,763       22,551       65,671       71,179  
                                 
Income from operations
    5,051       13,435       11,006       26,537  
Other income (expense):
                               
Interest and other income
    103       240       534       925  
Interest and other expense
    (100 )     (159 )     (324 )     (163 )
Total other income, net
    3       81       210       762  
                                 
Income before income taxes
    5,054       13,516       11,216       27,299  
Income tax provision / (benefit)
    (419 )     297       368       1,317  
Net income
  $ 5,473     $ 13,219     $ 10,848     $ 25,982  
Basic net income per share
  $ 0.16     $ 0.37     $ 0.32     $ 0.72  
Diluted net income per share
  $ 0.16     $ 0.35     $ 0.31     $ 0.68  
Weighted average common shares outstanding:
 
Basic
    33,594       36,185       34,149       35,968  
Diluted
    34,240       37,727       35,275       38,130  
 
 
See accompanying notes to condensed consolidated financial statements.
 
 
4

 
 
MONOLITHIC POWER SYSTEMS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
(Unaudited)
 
   
Nine months ended September 30,
 
   
2011
   
2010
 
             
Cash flows from operating activities:
           
Net income
  $ 10,848     $ 25,982  
Adjustments to reconcile net income to net cash provided by operating activities:                
Depreciation and amortization
    6,550       5,624  
Loss on disposal of property and equipment
    -       52  
Amortization and realized gain on debt instruments
    357       466  
Tax benefit from stock option transactions
    1,907       3,105  
Excess tax benefit from stock option transactions
    (145 )     (1,399 )
Stock-based compensation
    10,036       13,725  
Changes in operating assets and liabilities:
               
Accounts receivable
    1,927       (16,767 )
Inventories
    2,240       204  
Prepaid expenses and other current assets
    363       (173 )
Accounts payable
    712       8,918  
Accrued and other long-term liabilities
    (380 )     1,517  
Accrued income taxes payable and noncurrent tax liabilities
    (1,806 )     (1,709 )
Accrued compensation and related benefits
    (2,183 )     (1,386 )
Deferred rent
    (7 )     92  
Net cash provided by operating activities
    30,419       38,251  
                 
Cash flows from investing activities:
               
Property and equipment purchases
    (18,795 )     (18,572 )
Purchases of short-term investments
    (47,261 )     (175,132 )
Proceeds from sale of short-term investments
    108,718       153,003  
Proceeds from sale of long-term investments
    3,750       250  
Changes in restricted assets
    -       (19 )
Net cash provided by (used in) investing activities
    46,412       (40,470 )
                 
Cash flows from financing activities:
               
Proceeds from issuance of common stock
    4,334       13,265  
Proceeds from employee stock purchase plan
    1,773       1,885  
Repurchase of common stock
    (38,472 )     (16,998 )
Excess tax benefits from stock option transactions
    145       1,399  
Net cash used in financing activities
    (32,220 )     (449 )
                 
Effect of change in exchange rates
    351       226  
Net increase in cash and cash equivalents
    44,962       (2,442 )
Cash and cash equivalents, beginning of period
    48,010       46,717  
Cash and cash equivalents, end of period
  $ 92,972     $ 44,275  
                 
Supplemental disclosures for cash flow information:                
Cash paid for taxes
  $ 581     $ 121  
Supplemental disclosures of non-cash investing and financing activities:                
Liability accrued for equipment purchases
  $ 462     $ 1,686  
Temporary impairment reversal of auction-rate securities
  $ (290 )   $ (220 )
 
 
See accompanying notes to condensed consolidated financial statements.
 
 
5

 
MONOLITHIC POWER SYSTEMS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
 
1. Basis of Presentation — The accompanying unaudited condensed consolidated financial statements have been prepared by Monolithic Power Systems, Inc. (the “Company” or “MPS”) in accordance with the rules and regulations of the Securities and Exchange Commission (the “SEC”). Certain information and disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) have been condensed or omitted in accordance with these rules and regulations. The information in this report should be read in conjunction with the Company’s audited consolidated financial statements and notes thereto included in its Form 10-K filed with the SEC on March 4, 2011.
 
In the opinion of management, the accompanying unaudited condensed consolidated financial statements reflect all adjustments (consisting only of normal recurring adjustments) necessary to present fairly the Company’s financial position, results of operations and cash flows for the interim periods presented. The financial statements contained in this Form 10-Q are not necessarily indicative of the results that may be expected for the year ending December 31, 2011 or for any other future period.

Recent Accounting Pronouncements
 
In April 2011, the Financial Accounting Standards Board (FASB) issued authoritative guidance that results in common principles and requirements for measuring and disclosing fair value, which apply to all reporting entities that are required or permitted to measure or disclose the fair value of an asset, a liability, or an instrument classified in a reporting entity’s shareholders’ equity in the financial statements. Some of the amendments clarify the FASB’s intent about the application of existing fair value measurement requirements. Other amendments change a particular principle or requirement for measuring fair value or for disclosing information about fair value measurements. This guidance is to be applied prospectively. For public entities, this guidance is effective during interim and annual periods beginning on or after December 15, 2011. Early application is not permitted. The Company does not expect this new guidance to have a significant impact on the Company’s consolidated financial statements.
 
In June 2011, the FASB issued authoritative guidance to improve the comparability, consistency, and transparency of financial reporting and to increase the prominence of items reported in other comprehensive income. Under this guidance, an entity has the option to present the total of comprehensive income, the components of net income, and the components of other comprehensive income either in a single continuous statement of comprehensive income or in two separate but consecutive statements. The guidance is to be applied retrospectively. For public entities, this guidance is effective for fiscal years, and interim periods within those years, beginning on or after December 15, 2011. Early application is permitted.
 
2. Stock-Based Compensation — The Company has two stock option plans and an employee stock purchase plan—the 1998 Stock Option Plan, the 2004 Equity Incentive Plan and the 2004 Employee Stock Purchase Plan. The Company recognized stock-based compensation expenses for the three and nine months ended September 30, 2011 and 2010, as follows (in thousands):
 
   
Three months ended September 30,
   
Nine months ended September 30,
 
   
2011
   
2010
   
2011
   
2010
 
Non-Employee
  $ 2     $ (1 )   $ 10     $ (11 )
ESPP
    99       80       401       474  
Restricted Stock
    2,058       2,210       5,278       7,331  
Stock Options
    1,215       1,873       4,347       5,931  
TOTAL
  $ 3,374     $ 4,162     $ 10,036     $ 13,725  

 
6

 
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Continued) (Unaudited)
 
 
2004 Equity Incentive Plan
 
The Company’s Board of Directors adopted the Company’s 2004 Equity Incentive Plan in March 2004, and the Company’s stockholders approved it in November 2004. Options granted under the 2004 Plan have a maximum term of ten years. New hire grants generally vest over four years at the rate of 25 percent one year from the date of grant and 1/48 th monthly thereafter. Refresh grants generally vest over four years at the rate of 50 percent two years from the date of grant and 1/48 th monthly thereafter. There were 800,000 shares initially reserved for issuance under the 2004 Plan. The 2004 Plan provides for annual increases in the number of shares available for issuance beginning on January 1, 2005 equal to the least of: 5% of the outstanding shares of common stock on the first day of the year, 2,400,000 shares, or a number of shares determined by the Board of Directors. The following is a summary of the 2004 Plan, which includes stock options and restricted stock awards and units:
 
Available for Grant as of December 31, 2010     2,954,607   
2011 Additions to Plan
    1,753,151  
2011 Grants
    (859,180 )
2011 Cancellations
    450,730  
Available for Grant as of September 30, 2011     4,299,308   
 
A summary of the status of the Company’s stock option plans at September 30, 2011 and changes during the nine months then ended is presented in the table below: 
 
   
Stock Options
   
Weighted Average
Exercise Price
   
Weighted Average Remaining
Contractual Term
(Years)
   
Aggregate Intrinsic
Value
 
Outstanding at December 31, 2010 (4,264,268 options exercisable at a weighted-average exercise price of $13.33 per share)
    5,835,118     $ 14.61       4.30     $ 19,035,591  
    Options granted (weighted-average fair value of $6.16 per share)
    115,000     $ 14.68                  
    Options exercised
    (645,529 )   $ 6.71                  
    Options forfeited and expired
    (379,640 )   $ 18.68                  
Outstanding at September 30, 2011
    4,924,949     $ 15.33       3.67     $ 2,688,491  
Options exercisable at September 30, 2011 and expected to become exercisable
    4,749,616     $ 15.25       3.63     $ 2,688,491  
Options vested and exercisable at September 30, 2011
    4,140,950     $ 14.95       3.45     $ 2,688,491  
 
The total fair value of options that vested during the three months ended September 30, 2011 and 2010 was $1.2 million and $1.9 million, respectively, and the total fair value of options that vested during the nine months ended September 30, 2011 and 2010 was $4.3 million and $6.0 million, respectively.  The total intrinsic value of options exercised during the three months ended September 30, 2011 and 2010 was $0.2 million and $1.0 million, respectively. The total intrinsic value of options exercised during the nine months ended September 30, 2011 and 2010 was $5.7 million and $16.8 million, respectively. Net cash proceeds from the exercise of stock options was $0.1 million for the three months ended September 30, 2011 and $1.5 million for the three months ended September 30, 2010. Net cash proceeds from the exercise of stock options was $4.3 million for the nine months ended September 30, 2011 and $13.3 million for the nine months ended September 30, 2010. At September 30, 2011, unamortized compensation expense related to unvested options was approximately $5.2 million, net of estimated forfeitures. The weighted average period over which compensation expense related to these options will be recognized is approximately 1.7 years.
 
 
7

 
 
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Continued) (Unaudited)

The employee stock-based compensation expense recognized under Accounting Standards Codification (“ASC”) 718-10-30 Compensation – Stock Compensation –Overall - Initial Measurement, was determined using the Black-Scholes option pricing model. Option pricing models require the input of subjective assumptions and these assumptions can vary over time. The Company used the following weighted-average assumptions to determine the fair values of stock option awards granted during the three and nine months ended September 30, 2011 and 2010: 
 
   
Three months ended September 30,
   
Nine months ended September 30,
 
   
2011
   
2010
   
2011
   
2010
 
Expected term (years)
    4.1       4.0       4.0       4.1  
Expected volatility
    52.3 %     55.2 %     52.8 %     56.0 %
Risk-free interest rate
    1.1 %     1.4 %     1.3 %     1.8 %
Dividend yield
    -       -       -       -  
 
In estimating the expected term, the Company considers its historical stock option exercise experience, post vesting cancellations and remaining contractual term of the options outstanding. In estimating the expected volatility, the Company uses its own historical data to determine its estimated expected volatility. The Company uses the U.S. Treasury constant maturity yield based on the expected term for its risk-free interest rate and a dividend yield of zero as it does not issue dividends. The Company applies a forfeiture rate that is based on options that have been forfeited historically.
 
Restricted Stock

The Company grants restricted stock units, which vest generally over four years as determined by the Company’s Compensation Committee, and are issued upon vesting. Before vesting, these restricted stock units are not eligible for dividends, if and when declared. A summary of the restricted stock units is presented in the table below:
 
   
Restricted Stock Units
   
Weighted Average Grant Date
Fair Value Per Share
   
Weighted Average Remaining
Recognition Period (Years)
 
                   
Outstanding at December 31, 2010     960,174     $ 19.88       2.91   
    Awards granted
    744,180       14.78          
    Awards released
    (320,708 )     18.55          
    Awards forfeited
    (71,090 )     19.42          
Outstanding at September 30, 2011     1,312,556     $ 17.34       2.84  


The total fair value of restricted stock units that vested was $2.0 million for the three months ended September 30, 2011 and $1.5 million for the three months ended September 30, 2010. The total fair value of restricted stock units that vested was $6.6 million for the nine months ended September 30, 2011 and $4.2 million for the nine months ended September 30, 2010. The intrinsic value related to restricted stock units released for the three months ended September 30, 2011 and 2010 was $1.6 million and $1.2 million, respectively, and the intrinsic value related to restricted stock units released for the nine months ended September 30, 2011 and 2010 was $4.7 million and $3.7 million, respectively. The intrinsic value related to restricted stock units outstanding at September 30, 2011 and 2010 was $13.4 million and $16.1 million, respectively. At September 30, 2011, the unamortized compensation expense related to unvested restricted stock units was approximately $15.1 million, net of estimated forfeitures, with a weighted average remaining recognition period of 2.8 years.

On February 25, 2010, the Board granted 416,000 performance units to the Company’s executive officers. These performance units generally vest over four years, with a graded acceleration feature that allows all or a portion of these awards to be accelerated if certain performance conditions are satisfied. The amount of shares to be accelerated is based on achieving certain performance targets, with the minimal acceleration occurring if performance exceeds at least 110% of non-GAAP earnings per share as set forth in the Company’s annual operating plan approved by the Board, as determined by the Compensation Committee in its sole discretion. The Compensation Committee has the discretion not to accelerate any shares, if it so chooses, even if the performance targets are met. To date, none of the shares have been accelerated and it is too early to ascertain whether certain of the shares will be accelerated in 2011 and beyond.
 
 
8

 
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Continued) (Unaudited)

 
2004 Employee Stock Purchase Plan
 
Under the 2004 Employee Stock Purchase Plan (the Purchase Plan), eligible employees may purchase common stock through payroll deductions. Participants may not purchase more than 2,000 shares in a six-month offering period or stock having a value greater than $25,000 in any calendar year as measured at the beginning of the offering period in accordance with the Internal Revenue Code and applicable Treasury Regulations. A total of 200,000 shares of common stock were reserved for issuance under the Purchase Plan.  The Purchase Plan provides for an automatic annual increase beginning on January 1, 2005 by an amount equal to the least of: 1,000,000 shares, 2% of the outstanding shares of common stock on the first day of the year, or a number of shares as determined by the Board of Directors. For the three months ended September 30, 2011 and 2010, 79,296 shares and 57,147 shares, respectively, were issued under the Purchase Plan. For the nine months ended September 30, 2011 and 2010, 149,981 and 114,387 shares, respectively, were issued under the Purchase Plan. The following is a summary of the Purchase Plan and changes during the nine months ended September 30, 2011:
 
 Available Shares as of December 31, 2010
    3,141,931  
 2011 Additions to Plan
    701,260  
 2011 Purchases
    (149,981 )
 Available Shares as of September 30, 2011
    3,693,210  
 
The Purchase Plan is considered compensatory under ASC 718-50-25, Compensation – Stock Compensation - Employee Share Purchase Plans - Recognition, and is accounted for in accordance with ASC 718-50-30 Compensation – Stock Compensation - Employee Share Purchase Plans - Initial Measurement - Look-Back Plans . The intrinsic value for stock purchased was $0.1 million for each of the three months ended September 30, 2011 and 2010. The intrinsic value for stock purchased was $0.3 million for each of the nine months ended September 30, 2011 and 2010. The unamortized expense as of September 30, 2011 was $0.2 million, which will be recognized over 0.4 years. The Black-Scholes option pricing model was used to value the employee stock purchase rights. For the three and nine months ended September 30, 2011 and 2010, the following weighted average assumptions were used in the valuation of the stock purchase rights:
 
   
Three months ended September 30,
   
Nine months ended September 30,
 
   
2011
   
2010
   
2011
   
2010
 
Expected term (years)
    0.5       0.5       0.5       0.5  
Expected volatility
    40.9 %     37.9 %     39.2 %     39.5 %
Risk-free interest rate
    0.1 %     0.2 %     0.1 %     0.2 %
Dividend yield
    -       -       -       -  

Cash proceeds from employee stock purchases for each of the three months ended September 30, 2011 and 2010 was $0.8 million. Cash proceeds from employee stock purchases for the nine months ended September 30, 2011 and 2010 was $1.8 million and $1.9 million, respectively.
 
3. Inventories - Inventories consist of the following (in thousands):
   
September 30, 2011
   
December 31, 2010
 
Work in progress
  $ 15,831     $ 11,559  
Finished goods
    7,727       14,230  
Total inventories
  $ 23,558     $ 25,789  

 
 
9

 
  NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Continued) (Unaudited)
 
 
4. Accrued Liabilities - Accrued liabilities consist of the following (in thousands):
 
   
September 30, 2011
   
December 31, 2010
 
Deferred revenue and customer prepayments
  $ 3,112     $ 3,200  
Stock rotation reserve
    1,759       811  
Chengdu building cost
    1,059       3,633  
Legal expenses and settlement costs
    1,013       844  
Warranty
    580       764  
Other
    1,426       1,947  
Total accrued liabilities
  $ 8,949     $ 11,199  
 
A roll-forward of the warranty reserve for the nine months ended September 30, 2011 and 2010 is as follows:
 
   
Nine months ended September 30,
 
   
2011
   
2010
 
Balance at beginning of year
  $ 764     $ 294  
Warranty costs
    (607 )     (75 )
Unused warranty provision
    (324 )     (169 )
Warranty provision for product sales
    747       413  
Balance at end of period
  $ 580     $ 463  

5. Net Income per Share and Comprehensive Income   — Basic net income per share excludes dilution and is computed by dividing net income by the weighted average number of common shares outstanding for the period. Diluted net income per share is calculated using the treasury stock method and reflects the potential dilution that would occur if outstanding securities or other contracts to issue common stock were exercised or converted into common stock.  For the three and nine months ended September 30, 2011 and 2010, the Company had securities outstanding, which could potentially dilute basic net income per share in the future, but were excluded from the computation of diluted net income per share in the periods presented, as their effect would have been anti-dilutive. The following table sets forth the computation of basic and diluted net income per share (in thousands, except per share amounts):
 
   
Three months ended September 30,
   
Nine months ended September 30,
 
   
2011
   
2010
   
2011
   
2010
 
Numerator:
                       
   Net income
  $ 5,473     $ 13,219     $ 10,848     $ 25,982  
                                 
Denominator:
                               
   Weighted average oustanding shares used to compute basic net income per share
    33,594       36,185       34,149       35,968  
   Effect of dilutive securities
    646       1,542       1,126       2,162  
   Weighted average oustanding shares used to compute diluted net income per share
    34,240       37,727       35,275       38,130  
                                 
Net income per share - basic
  $ 0.16     $ 0.37     $ 0.32     $ 0.72  
Net income per share - diluted
  $ 0.16     $ 0.35     $ 0.31     $ 0.68  

 
10

 

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Continued) (Unaudited)
 

For the three months ended September 30, 2011 and 2010, approximately 5.9 million and 2.8 million common stock equivalents, respectively, were excluded from the calculation of diluted net income per share because their inclusion would have been anti-dilutive. For the nine months ended September 30, 2011 and 2010, approximately 4.8 million and 1.8 million common stock equivalents, respectively, were excluded from the calculation of diluted net income per share because their inclusion would have been anti-dilutive.
 
The following table sets forth the components of other comprehensive income, net of income tax effects (in thousands):
             
    Three months ended September 30,     Nine months ended September 30,  
   
2011
   
2010
   
2011
   
2010
 
Net income
  $ 5,473     $ 13,219     $ 10,848     $ 25,982  
Other comprehensive income (loss):
                               
   Change in value of temporary impairment of auction-rate securities
    150       45       290       220  
   Unrealized gain (loss) on available-for-sale securities
    (38 )     (4 )     (36 )     153  
   Foreign currency translation adjustments
    302       612       1,160       716  
                                 
Comprehensive income
  $ 5,887     $ 13,872     $ 12,262     $ 27,071  

Foreign currency translation adjustments for the quarter and nine months ended September 30, 2011 were primarily from fluctuations in the renminbi.
 
6. Segment Information
 
As defined by the requirements of ASC 280-10-50 Segment Reporting – Overall - Disclosure , the Company operates in one reportable segment: the design, development, marketing and sale of high-performance, mixed-signal analog semiconductors for the communications, computing, consumer, and industrial markets. Geographic revenue is based on the location to which customer shipments are delivered. For the three and nine months ended September 30, 2011 and 2010, the Company derived substantially all of its revenue from sales to customers located outside North America. The following is a list of customers whose sales exceeded 10% of revenue for the three and nine months ended September 30, 2011 and 2010.
 
                   
     
Three months ended September 30,
   
Nine months ended September 30,
 
Customers
   
2011
   
2010
   
2011
   
2010
 
                           
  A       21 %     18 %     18 %     13 %
  B       10 %     *       *       *  
  C       *       *       *       10 %

(*) represents less than 10%
 
The following is a summary of revenue by geographic region based on customer ship-to location (in thousands):
       
    Three months ended September 30,     Nine months ended September 30,  
Country
 
2011
   
2010
   
2011
   
2010
 
China
  $ 32,480     $ 31,285     $ 87,360     $ 82,430  
Taiwan
    6,110       9,286       16,395       20,182  
Korea
    2,754       9,640       11,598       28,544  
Europe
    3,736       5,369       10,778       15,449  
Japan
    2,475       4,967       8,193       10,274  
USA
    1,230       1,833       3,196       7,093  
Other
    4,177       3,463       11,538       7,811  
                                 
Total
  $ 52,962     $ 65,843     $ 149,058     $ 171,783  

 
11

 
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 
(Continued) (Unaudited)
 

 
The following is a summary of revenue by product family (in thousands):
 
    Three months ended September 30,     Nine months ended September 30,  
Product Family
 
2011
   
2010
   
2011
   
2010
 
DC to DC Converters
  $ 44,446     $ 55,230     $ 124,325     $ 141,082  
Lighting Control Products
    8,026       9,380       20,771       24,324  
Audio Amplifiers
    490       1,233       3,962       6,377  
                                 
Total
  $ 52,962     $ 65,843     $ 149,058     $ 171,783  
 
The following is a summary of long-lived assets by geographic region (in thousands):
 
   
September 30, 2011
   
December 31, 2010
 
China
  $ 33,084     $ 34,468  
United States
    14,480       2,719  
Taiwan
    91       134  
Japan
    73       85  
Other
    50       58  
 TOTAL
  $ 47,778     $ 37,464  
 
The long-lived assets for the United States increased significantly, as the Company purchased its San Jose headquarters in the third quarter of 2011 for $11.0 million.
 
7. Litigation
 
On September 16, 2011 and September 29, 2011, two nearly identical shareholder derivative actions were filed in the United States District Court for the Northern District of California and the California Superior Court for Santa Clara County, naming as defendants certain of the Company’s current and former directors and officers and the Company’s compensation advisory firm.  The complaints assert claims for, among other things, breach of fiduciary duty in connection with the directors' approval of compensation for the Company's executive officers during 2010.  The complaints each seek an award of damages in favor of the Company, equitable relief, costs and attorney's fees. The matters are at a preliminary stage; the defendants have not yet responded to the complaint and no discovery has taken place.
 
 
The Company and certain of its subsidiaries are parties to actions and proceedings incident to the Company's business in the ordinary course of business, including litigation regarding its intellectual property, challenges to the enforceability or validity of its intellectual property and claims that the Company’s products infringe on the intellectual property rights of others. These proceedings often involve complex questions of fact and law and may require the expenditure of significant funds and the diversion of other resources to prosecute and defend. The Company defends itself vigorously against any such claims.
 
In management’s opinion, the resolution of any pending matters is uncertain and the Company is not able to assess whether it will have a material adverse effect on the Company’s condensed consolidated financial condition, results of operations, or liquidity.   
 
 
12

 
 
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Continued) (Unaudited)

 
 
8. Fair Value Measurements
 
The Company follows the provisions of ASC 820-10 Fair Value Measurements and Disclosures – Overall, which defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles in the United States of America, and requires that assets and liabilities carried at fair value be classified and disclosed in one of the three categories noted in the table below. The Company also adopted the provisions of ASC 820-10-35-51 Fair Value Measurement and Disclosure – Overall – Subsequent Measurement – Determining Fair Value When the Volume and Level of Activity for the Asset or Liability Have Significantly Decreased and Identifying Transactions That Are Not Orderly , effective April 1, 2009 , which provides additional guidance for estimating fair value in accordance with ASC 820-10 Fair Value Measurements and Disclosures – Overall , when the volume and level of activity for the asset or liability have significantly decreased. Effective January 1, 2010, the Company adopted the provisions of ASU 2010-06, “ Disclosures About Fair Value Measurements ”, which adds new requirements for disclosures about transfers into and out of Levels 1 and 2 and separate disclosures about purchases, sales, issuances, and settlements relating to Level 3 measurements. For the three and nine months ended September 30, 2011, there were no such transfers.
 
The following table details the fair value measurements as of September 30, 2011 within the fair value hierarchy of the financial assets that are required to be recorded at fair value (in thousands):
 
   
Fair Value Measurements at September 30, 2011 Using
 
         
Quoted Prices in
Active Markets
 for Identical
Assets
   
Significant Other
Observable
Inputs
   
Significant
Unobservable
 Inputs
 
   
Total
   
Level 1
   
Level 2
   
Level 3
 
Money Market Funds
  $ 49,854     $ 49,854     $ -     $ -  
US Treasuries and US Government Agency Bonds
    64,849       64,849       -       -  
Commercial Paper / Corporates
    3,009       -       3,009       -  
Long-term available-for-sale auction-rate securities
    15,720       -       -       15,720  
    $ 133,432     $ 114,703     $ 3,009     $ 15,720  

At September 30, 2011, fixed income available-for-sale securities included $64.8 million in US government agencies and treasuries and $3.0 million in corporate notes and commercial paper, all of which was classified as short-term investments. From these investments, there was $15,600 in unrealized losses. The impact of gross unrealized gains and losses was not material. At September 30, 2011, the Company also had $16.4 million in face value of auction-rate securities, all of which are classified as long-term available-for-sale investments and $49.9 million in money market securities, which are classified as cash and cash equivalents.
 
During the quarter ended September 30, 2011, Standard and Poor (“S&P”) downgraded the credit rating for U.S. long-term sovereign debt. Management will continue to monitor the situation and potentially rebalance the Company’s investment portfolio, as needed. Currently, the Company does not believe that there is an impairment, temporary or otherwise, related to their investments in U.S. Treasuries and U.S. agencies and as such, the Company has not recorded any such impairment.
 
The Company adopted the provisions of ASC 320-10-35 Investments – Debt and Equity Securities – Overall – Subsequent Measurement and ASC 320-10-50 Investments – Debt and Equity Securities – Overall – Disclosure, effective April 1, 2009 and used the guidelines therein to determine whether the impairment on its available-for-sale securities is temporary or other-than-temporary. Temporary impairment charges are recorded in accumulated other comprehensive income (loss) within stockholders’ equity and have no impact on net income. Other-than-temporary impairment exists when the entity has the intent to sell the security or it will more likely than not be required to sell the security before anticipated recovery or it does not expect to recover the entire amortized cost basis of the security. Other-than-temporary impairment charges are recorded in other income (expense) in the Consolidated Statement of Operations.
 
 
13

 
 
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Continued) (Unaudited)

The following table provides a reconciliation of the beginning and ending balances for the assets measured at fair value using significant unobservable inputs (Level 3) (in thousands):

   
Auction-Rate Securities
 
Ending balances at December 31, 2010
  $ 19,180  
Sales and Settlement at Par
    (2,050 )
Unrealized Gain
    140  
Ending balances at March 31, 2011
  $ 17,270  
Sales and Settlement at Par
    (50 )
Ending balances at June 30, 2011
  $ 17,220  
Sales and Settlement at Par
    (1,650 )
Unrealized Gain
    150  
Ending balances at September 30, 2011
  $ 15,720  

 
The Company’s Level 3 assets consist of government-backed student loan auction-rate securities, with interest rates that reset through a Dutch auction every 7 to 35 days and which became illiquid in 2008. At September 30, 2011, the Company’s investment portfolio included $15.7 million, net of impairment charges of $0.7 million, in government-backed student loan auction-rate securities. The underlying maturity of these auction-rate securities is up to 36 years. Although it is unclear as to when these investments will regain their liquidity, management has concluded that $0.6 million and $0.9 million of the gross accumulated impairment charge of $0.7 million and $1.0 million as of September 30, 2011 and December 31, 2010, respectively, was temporary. $0.1 million was previously recorded as other-than-temporary. The cumulative remaining impairment of $0.6 million and $0.9 million was classified as temporary based on the following analysis:
 
 
The decline in the fair value of these securities is not largely attributable to adverse conditions specifically related to these securities or to specific conditions in an industry or in a geographic area;
 
Management possesses both the intent and ability to hold these securities for a period of time sufficient to allow for any anticipated recovery in fair value;
 
Management believes that it is more likely than not that the Company will not have to sell these securities before recovery of its cost basis;
 
Except for the credit loss of $70,000 recognized during the year ended December 31, 2009 for the Company’s holdings in auction rate securities described below, the Company does not believe that there is any additional credit loss associated with other auction-rate securities because the Company expects to recover the entire amortized cost basis;
 
The majority of the securities remain AAA rated, with $6.4 million of the auction rate securities having been downgraded by Moody’s to A3-Baa3, during the year ended December 31, 2009 and there have been no downgrades since;
 
All scheduled interest payments have been made pursuant to the reset terms and conditions; and
 
All redemptions of auction-rate securities representing 58% of the original portfolio purchased by the Company in February 2008 have been at par.

Based on the guidance of ASC 320-10-35 and ASC 320-10-50, the Company evaluated the potential credit loss of each of the auction-rate securities that are currently held by the Company. Based on such analysis, the Company determined that those securities that are not 100% Federal Family Education Loan Programs (“FFELPS”) guaranteed are potentially subject to credit risks based on the extent to which the underlying debt is collateralized and the security-specific student-loan default rates. The Company’s portfolio includes two such securities. The senior parity ratio for the two securities is approximately 106%. If, therefore, the student-loan default rate and borrowing rate for these issuers increases, the remaining balance in these trusts may not be sufficient to cover the senior debt. The Company therefore concluded that there is potential credit risk for these two securities and as such, used the discounted cash flow model to determine the amount of credit loss to be recorded. In valuing the potential credit loss, the following parameters were used: 20 year expected term, cash flows based on the 90 day t-bill rates for 20 year forwards and a risk premium of 5.9%, the amount of interest that the Company was receiving on these securities when the market was last active. As of September 30,
 
 
14

 
 
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Continued) (Unaudited)
 
2011 and December 31, 2010, the potential credit loss associated with these securities was $70,000, which the Company deemed other-than-temporary and had recorded in other expense in its Condensed Consolidated Statement of Operations during 2009.
 
Unless a rights offering or other similar offer is made to redeem at par and accepted by the Company, the Company intends to hold the balance of these investments through successful auctions at par, which the Company believes could take approximately 2.0 years.
 
The valuation of the auction-rate securities is subject to fluctuations in the future, which will depend on many factors, including the collateral quality, potential to be called or restructured, underlying final maturity, insurance guaranty, liquidity and market conditions, among others. To determine the fair value of the auction-rate securities at December 31, 2010, March 31, 2011, June 30, 2011 and September 30, 2011, the Company used a discounted cash flow model, for which there are three valuation parameters, including time-to-liquidity, discount rate and expected return. The following are the values used in the discounted cash flow model:
 
 
December 31, 2010
March 31, 2011
June 30, 2011
September 30, 2011
Time-to-Liquidity
24 months
24 months
24 months
24 months
Expected Return (Based on the 2-year treasury rate, plus a contractual penalty rate)
2.9%
3.3%
2.5%
1.8%
Discount Rate (Based on the 2-year LIBOR, the cost of debt and a liquidity risk premium)
4.1% - 8.9%, depending on the credit-rating of the security
4.5% - 9.3%, depending on the credit-rating of the security
3.8% - 8.6%, depending on the credit-rating of the security
2.9% - 7.7%, depending on the credit-rating of the security
 
If the auctions continue to fail, the liquidity of the Company’s investment portfolio may be negatively impacted and the value of its investment portfolio could decline. 
 
9.           Income Taxes
 
The income tax benefit for the three months ended September 30, 2011 was $0.4 million or -8.3% of the Company’s income before income taxes. The income tax provision for the nine months ended September 30, 2011 was $0.4 million or 3.3% of the pre-tax income. This differs from the federal statutory rate of 34% primarily because the Company’s foreign income was taxed at lower rates and because of the benefit that the Company realized as a result of restricted units released. The income tax provision for the three and nine months ended September 30, 2010 was $0.3 million or 2.2% of our income before income taxes and $1.3 million or 4.8% of the pre-tax income, respectively. This differed from the federal statutory rate of 34% primarily because the Company’s foreign income was taxed at lower rates and because of the benefit that we realized as a result of stock option exercises and restricted units released.

We are subject to examination of our income tax returns by the IRS and other tax authorities.  Our U.S. Federal income tax returns for the years ended December 31, 2000 through December 31, 2007 are under examination by the IRS. In April 2011, we received from the IRS a Notice of Proposed Adjustment, or “NOPA”, relating to a cost-sharing agreement entered into by the Company and its international subsidiaries in 2004. In the NOPA, the IRS objected to the Company’s allocation of certain litigation expenses between the Company and our international subsidiaries and the amount of “buy-in payments” made by our international subsidiaries to the Company in connection with the cost-sharing agreement, and proposed to increase our U.S. taxable income according to a few alternative methodologies. The methodology resulting in the largest potential adjustment could, if the IRS were to prevail on all matters in dispute, increase our potential federal and state income tax liabilities by up to $37.0 million, plus interest and penalties, if any. We believe that the IRS's position in the NOPA is
 
 
15

 
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Continued) (Unaudited)
 
incorrect and that our tax returns for those years were correct as filed. We expect to contest these proposed adjustments vigorously. The IRS also audited the research and development credits generated in the years 2000 through 2007, and the carryforward of these credits to subsequent years. We received a NOPA from the IRS in February 2011, proposing to reduce the research and development credits generated in years 2000 through 2007, which would also reduce the value of such credits carried forward to subsequent tax years.  We are currently reviewing these proposed adjustments as well. We regularly assess the likelihood of an adverse outcome resulting from such examinations to determine the adequacy of our provision for income taxes. Based on the technical merits of our tax return filing positions, we believe that it is more-likely-than-not that the benefit of such positions will be sustained upon the resolution of our audits resulting in no significant impact on our consolidated financial position and the results of operations and cash flows.

10.           Stock Repurchase Program

On July 27, 2010, the Board of Directors approved a stock repurchase program that authorized MPS to repurchase up to $50.0 million in the aggregate of its common stock between August 2, 2010 and December 31, 2011. In February 2011, the Board of Directors approved an increase from $50.0 million to $70.0 million. As of December 31, 2010, the Company repurchased 1,899,789 shares for a total of $31.5 million. In 2011, the following shares have been repurchased through the open market and subsequently retired:
 
2011 Calendar Year
 
Shares Repurchased
   
Average Price per Share
   
Value (in thousands)
 
February
    817,500     $ 15.47     $ 12,648  
March
    75,000     $ 14.17     $ 1,062  
April
    917,200     $ 14.82     $ 13,617  
May
    657,800     $ 16.48     $ 10,843  
June
    18,000     $ 16.79     $ 302  
      2,485,500             $ 38,472  
 
From August 2010 through June 2011, the Company repurchased 4,385,289 shares for a total of $70.0 million.
 

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 that involve many risks and uncertainties. These statements relate to future events and our future performance and are based on current expectations, estimates, forecasts and projections about the industries in which we operate and the beliefs and assumptions of our management. These include statements concerning, among others:
 
 
the above-average industry growth of product and market areas that we have targeted,
 
 
our plan to introduce additional new products within our existing product families as well as in new product categories and families,
 
 
our belief that we will continue to incur significant legal expenses that vary with the level of activity in each of our legal proceedings,
 
 
the effect of auction-rate securities on our liquidity and capital resources,
 
 
the application of our products in the computer, consumer electronics, and communications markets continuing to account for a majority of our revenue,
 
 
estimates of our future liquidity requirements,
 
 
the cyclical nature of the semiconductor industry,
 
 
protection of our proprietary technology,
 
 
near term business outlook for 2011,
 
 
the factors that we believe will impact our ability to achieve revenue growth,
 
 
the outcome of the IRS audit of our tax return for the tax years ended December 31, 2006 and 2007,
 
 
the percentage of our total revenue from various market segments, and
 
 
the factors that differentiate us from our competitors.
 
 
16

 
You can identify forward-looking statements by terms such as “would,” “could,” “may,” “will,” “should,” “expect,” “intend,” “plan,” “anticipate,” “believe,” “estimate,” “predict,” “potential,” “targets,” “seek,” or “continue,” the negative of these terms or other variations of such terms. These statements are only predictions based upon assumptions that we believe to be reasonable at the time made, and are subject to risks and uncertainties. Therefore, actual events or results may differ materially and adversely from those expressed in any forward-looking statement. In evaluating these statements, you should specifically consider the risks described below in the section entitled “Risk Factors.” These factors may cause our actual results to differ materially from any forward-looking statements. Except as required by law, we undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. The following discussion and analysis should be read in connection with the information presented in our unaudited condensed consolidated financial statements and related notes for the quarter and nine months ended September 30, 2011 included in this report and our audited consolidated financial statements and related notes for the year ended December 31, 2010 included in our Annual Report on Form 10-K filed on March 4, 2011 with the Securities and Exchange Commission.
 
Overview
 
We are a fabless semiconductor company that designs, develops, and markets proprietary, advanced analog and mixed-signal semiconductors. We currently offer products that serve multiple markets, including flat panel televisions, wireless communications, telecommunications equipment, general consumer products, notebook computers, and set top boxes, among others. We believe that we differentiate ourselves by offering solutions that are more highly integrated, smaller in size, more energy efficient, more accurate with respect to performance specifications and, consequently, more cost-effective than many competing solutions. We plan to continue to introduce additional new products within our existing product families, as well as in new product categories.

We operate in the cyclical semiconductor industry where there is seasonal demand for certain of our products. We are not and will not be immune from current and future industry downturns, but we have targeted product and market areas that we believe have the ability to offer above average industry performance over the long term.
 
We work with third parties to manufacture and assemble our integrated circuits (“ICs”). This has enabled us to limit our capital expenditures and fixed costs, while focusing our engineering and design resources on our core strengths.
 
Generally, it is difficult for us to forecast revenue for the following reasons:
 
 
Orders in the semiconductor industry can be cancelled or rescheduled without significant penalty to the customer. This is mitigated to a certain extent, as the typical lead times for our orders are fewer than 90 days.
 
 
 
We are not able to predict, with certainty, the sales cycle for new products to gain traction in the market. Generally, it takes six to twelve months to achieve revenue, with volume production achieved three to six months after we receive an initial customer order for a new product.
 
 
We derive most of our revenue from sales through distribution arrangements or direct sales to customers in Asia, where the components we produce are incorporated into an end-user product. 90% of our revenue for the quarter ended September 30, 2011 and 89% of our revenue for the quarter ended September 30, 2010 was attributable to direct or indirect sales to customers in Asia. We derive a majority of our revenue from the sales of our DC to DC converter product family which services the consumer electronics, communications and computing markets. We believe our ability to achieve revenue growth will depend, in part, on our ability to develop new products, enter new market segments, gain market share, manage litigation risk, diversify our customer base and successfully secure manufacturing capacity.
 
Critical Accounting Policies and Estimates

Our discussion and analysis of our financial condition and results of operations are based upon our condensed consolidated financial statements, which have been prepared in accordance with generally accepted accounting principles in the U.S. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amount of assets, liabilities, revenue and expenses, and related disclosure of contingent assets and liabilities. We evaluate our estimates on an on-going basis, including those related to revenue recognition, stock-based compensation, long-term investments, short-term investments, inventories, income taxes, warranty obligations and contingencies. We base our estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making the judgments about the carrying values of assets and liabilities that are not readily apparent from other sources.  Estimates and judgments used in the preparation of our financial statements are, by their nature, uncertain and unpredictable, and depend upon, among other things, many factors outside of our control, such as demand for our products and economic conditions.  Accordingly, our estimates and judgments may prove to be incorrect and actual results may differ, perhaps significantly, from these estimates.
 
 
17

 
We believe the following critical accounting policies reflect our more significant judgments used in the preparation of our consolidated financial statements.
 
Revenue Recognition.  We recognize revenue in accordance with Financial Accounting Standards Board (“FASB”) – Accounting Standards Codification (“ASC”) 605-10-S25 Revenue Recognition – Overall – Recognition . ASC 605-10-S25 requires that four basic criteria must be met before revenue can be recognized: (1) persuasive evidence of an arrangement exists; (2) delivery has occurred or services have been rendered; (3) the fee is fixed and determinable; and (4) collectibility is reasonably assured. Determination of criteria (3) and (4) are based on management’s judgment regarding the fixed nature of the fee charged for products delivered and the collectibility of those fees. The application of these criteria has resulted in our generally recognizing revenue upon shipment (when title passes) to customers. Should changes in conditions cause management to determine these criteria are not met for certain future transactions, revenue recognized for any reporting period could be adversely impacted.
 
Approximately 85% of our distributor sales, including sales to our value-added resellers, are made through distribution arrangements with third parties. These arrangements do not include any special payment terms (our normal payment terms are 30-45 days for our distributors, with value-added resellers having payment terms up to 90 days), price protection or exchange rights. Returns are limited to our standard product warranty. Certain of our large distributors have contracts that include limited stock rotation rights that permit the return of a small percentage of the previous six months’ purchases in return for a compensating new order of equal or greater dollar value.

Our revenue consists primarily of assembled and tested finished goods. We also sell die in wafer form to our customers and value-added resellers and receive royalty revenue from third parties and value-added resellers.

We maintain a sales reserve for stock rotation rights, which is based on historical experience of actual stock rotation returns on a per distributor basis, where available, and information related to products in the distribution channel. This reserve is recorded at the time of sale. In the future, if we are unable to estimate our stock rotation returns accurately, we may not be able to recognize revenue from sales to our distributors based on when we sell inventory to our distributors. Instead, we may have to recognize revenue when the distributor sells through such inventory to an end-customer.

We generally recognize revenue upon shipment of products to the distributor for the following reasons (based on ASC 605-15-25-1 Revenue Recognition – Products – Recognition – Sales of Products When Right of Return Exists ):

 
(1)
Our price is fixed and determinable at the date of sale. We do not offer special payment terms, price protection or price adjustments to distributors where we recognize revenue upon shipment
 
(2)
Our distributors are obligated to pay us and this obligation is not contingent on the resale of our products
 
(3)
The distributor’s obligation is unchanged in the event of theft or physical destruction or damage to the products
 
(4)
Our distributors have stand-alone economic substance apart from our relationship
 
(5)
We do not have any obligations for future performance to directly bring about the resale of our products by the distributor
 
(6)
The amount of future returns can be reasonably estimated. We have the ability and the information necessary to track inventory sold to and held at our distributors. We maintain a history of returns and have the ability to estimate the stock rotation returns on a quarterly basis.

If we enter into arrangements that have rights of return that are not estimable, we recognize revenue under such arrangements only after the distributor has sold our products to an end customer.

Approximately 15% of our distributor sales are made through small distributors based on purchase orders rather than formal distribution arrangements.  These distributors do not receive any stock rotation rights and, as such, hold very little inventory, if any.  We do not have a history of accepting returns from these distributors.

The terms in a majority of our distribution agreements include the non-exclusive right to sell, and the agreement to use best efforts to promote and develop a market for, our products in certain regions of the world and the ability to terminate the distribution agreement by either party with up to three months notice. We provide a one year warranty against defects in materials and workmanship. Under this warranty, we will repair the goods, provide replacements at no charge, or, under certain circumstances, provide a refund to the customer for defective products. Estimated warranty returns and warranty costs are based on historical experience and are recorded at the time product revenue is recognized.
 
 
18

 
In 2006, we signed a distribution agreement with a U.S. distributor. Revenue from this distributor is recognized upon sale by the distributor to the end customer because the distributor has certain rights of return which management believes are not estimable. The deferred revenue balance from this distributor as of September 30, 2011 and December 31, 2010 was $1.1 million and $1.0 million, respectively.
 
Warranty Reserves.  We currently provide a 12-month warranty against defects in materials and workmanship and will either repair the goods or provide replacement products at no charge to the customer for defective products. We record estimated warranty costs by product, which are based on historical experience over the preceding 12 months, at the time we recognize product revenue. Reserve requirements are recorded in the period of sale and are based on an assessment of the products sold with warranty and historical warranty costs incurred. As the complexity of our products increases, we could experience higher warranty claims relative to sales than we have previously experienced, and we may need to increase these estimated warranty reserves.

Inventory Valuation.  We value our inventory at the lower of the standard cost (which approximates actual cost on a first-in, first-out basis) or its current estimated market value.  We write down inventory for obsolescence or lack of demand, based on assumptions about future demand and market conditions. If actual market conditions are less favorable than those projected by management, additional inventory write-downs may be required. On the contrary, if market conditions are more favorable, we may be able to sell inventory that was previously reserved.

Accounting for Income Taxes .   ASC 740-10 Income Taxes – Overall prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. This interpretation also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods and disclosure. In accordance with ASC 740-10, we recognize federal, state and foreign current tax liabilities or assets based on our estimate of taxes payable or refundable in the current fiscal year by tax jurisdiction. We also recognize federal, state and foreign deferred tax assets or liabilities for our estimate of future tax effects attributable to temporary differences and carryforwards. We record a valuation allowance to reduce any deferred tax assets by the amount of any tax benefits that, based on available evidence and judgment, are not expected to be realized.
 
Our calculation of current and deferred tax assets and liabilities is based on certain estimates and judgments and involves dealing with uncertainties in the application of complex tax laws. Our estimates of current and deferred tax assets and liabilities may change based, in part, on added certainty or finality or uncertainty to an anticipated outcome, changes in accounting or tax laws in the U.S., or foreign jurisdictions where we operate, or changes in other facts or circumstances. In addition, we recognize liabilities for potential U.S. and foreign income tax for uncertain income tax positions taken on our tax returns if it has less than a 50% likelihood of being sustained. If we determine that payment of these amounts is unnecessary or if the recorded tax liability is less than our current assessment, we may be required to recognize an income tax benefit or additional income tax expense in our financial statements in the period such determination is made. We have calculated our uncertain tax positions which were attributable to certain estimates and judgments primarily related to transfer pricing, cost sharing and our international tax structure exposure.
 
As of September 30, 2011 and December 31, 2010, we had a valuation allowance of $16.6 million and $16.8 million, respectively, attributable to management’s determination that it is more likely than not that none of the deferred tax assets in the United States will be realized, except for certain deferred tax assets related to uncertain income tax positions. Should it be determined that all or part of the net deferred tax asset will not be realized in the future, an adjustment to increase the deferred tax asset valuation allowance will be charged to income in the period such determination is made. Likewise, in the event we were to determine that it is more likely than not that we would be able to realize our deferred tax assets in the future in excess of our net recorded amount, an adjustment to the valuation allowance for the deferred tax asset would increase income in the period such determination was made.
 
Contingencies .  We and certain of our subsidiaries are parties to actions and proceedings incident to our business in the ordinary course of business, including litigation regarding our intellectual property, challenges to the enforceability or validity of our intellectual property and claims that our products infringe on the intellectual property rights of others. The pending proceedings involve complex questions of fact and law and will require the expenditure of significant funds and the diversion of other resources to prosecute and defend. In addition, from time to time, we become aware that we are subject to other contingent liabilities.  When this occurs, we will evaluate the appropriate accounting for the potential contingent liabilities using ASC 450-20-25-2 Contingencies – Loss Contingencies - Recognition to determine whether a contingent liability should be recorded. In making this determination, management may, depending on the nature of the matter, consult with internal and external legal counsel and technical experts. Based on the facts and circumstances in each matter, we use our judgment to determine whether it is probable that a contingent loss has occurred and whether the amount of such loss can be estimated. If we determine a loss is probable and estimable, we record a contingent loss in accordance with ASC 450-20-25-2. In determining the amount of a contingent loss, we take into account advice received from experts for each specific matter regarding the status of legal proceedings, settlement negotiations (which may be ongoing), prior case history and other factors. Should the judgments and estimates made by management need to be adjusted as additional information becomes available, we may need to record additional contingent losses that could materially and adversely impact our results of operations. Alternatively, if the judgments and estimates made by management are adjusted, for example, if a particular contingent loss does not occur, the contingent loss recorded would be reversed which could result in a favorable impact on our results of operations.
 
 
19

 
 
Accounting for Stock-Based Compensation.  We account for stock-based compensation under the provisions of ASC 718-10-30 Compensation – Stock Compensation – Overall – Initial Measurement , using the modified prospective method. ASC 718-10-30 eliminates the alternative of applying the intrinsic value measurement to stock compensation awards issued to employees. Rather, the standard requires us to measure the cost of employee services received in exchange for an award of equity instruments based on the grant-date fair value of the award. That cost will be recognized over the period during which an employee is required to provide services in exchange for the award, known as the requisite service period (usually the vesting period) .   We currently use the Black-Scholes option-pricing model to estimate the fair value of our share-based payments. The Black-Scholes option-pricing model is based on a number of assumptions, including historical volatility, expected life, risk-free interest rate and expected dividends. If these assumptions change, stock-based compensation may differ significantly from what we have recorded in the past. The amount of stock-based compensation that we recognize is also based on an expected forfeiture rate. If there is a difference between the forfeiture assumptions used in determining stock-based compensation costs and the actual forfeitures which become known over time, we may change the forfeiture rate, which could have a significant impact on our stock-based compensation expense.
 
Fair Value Instruments. ASC 820-10 Fair Value Measurements and Disclosures – Overall defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles in the United States of America, and requires that assets and liabilities carried at fair value be classified and disclosed in one of the three categories, as follows:
 
 
a.
Level 1: Quoted prices in active markets for identical assets;
 
b.
Level 2: Significant other observable inputs; and
 
c.
Level 3: Significant unobservable inputs.
 
ASC 820-10-35-51 Fair Value Measurement and Disclosure – Overall – Subsequent Measurement – Determining Fair Value When the Volume and Level of Activity for the Asset or Liability Have Significantly Decreased and Identifying Transactions That Are Not Orderly provides additional guidance for estimating fair value in accordance with ASC 820-10 Fair Value Measurements and Disclosures – Overall , when the volume and level of activity for the asset or liability have significantly decreased.
 
Our financial instruments include cash and cash equivalents and short-term and long-term investments. Cash equivalents are stated at cost, which approximates fair market value. Short-term and long-term investments are stated at their fair market value.
 
The face value of our holdings in auction rate securities is $16.4 million, all of which is classified as long-term available-for-sale investments. Investments in available-for-sale securities are recorded at fair value, and unrealized gains or losses (that are deemed to be temporary) are recognized through shareholders' equity, as a component of accumulated other comprehensive income in our consolidated balance sheet. We record an impairment charge to earnings when an available-for-sale investment has experienced a decline in value that is deemed to be other-than-temporary. Investments in trading securities are recorded at fair value and unrealized gains and losses are recognized in other income (expense) in our condensed consolidated statement of operations.
 
We adopted the provisions of ASC 320-10-35 Investments – Debt and Equity Securities – Overall – Subsequent Measurement and ASC 320-10-50 Investments – Debt and Equity Securities – Overall - Disclosure, effective April 1, 2009 and used the guidelines therein to determine whether the impairment is temporary or other-than temporary. Other-than-temporary impairment charges exist when the entity has the intent to sell the security or it will more likely than not be required to sell the security before anticipated recovery. During the year ended December 31, 2009, we recognized a credit loss of $70,000, which was deemed to be other-than-temporary in other income (expense) in our Condensed Consolidated Statement of Operations. There have been no such losses since.

 
20

 
Based on certain assumptions described in Note 8, “Fair Value Measurements”, to our condensed consolidated financial statements and the Liquidity and Capital Resources section of “Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations” of this quarterly report on Form 10-Q, we recorded impairment charges on our holdings in auction-rate securities. The valuation of these securities is subject to fluctuations in the future, which will depend on many factors, including the collateral quality, potential to be called or restructured, underlying final maturity, insurance guaranty, liquidity and market conditions, among others.

Results of Operations
 
The table below sets forth the data from our Condensed Consolidated Statement of Operations as a percentage of revenue for the periods indicated:
  
   
Three months ended September 30,
   
Nine months ended September 30,
 
   
2011
   
2010
   
2011
   
2010
 
Revenue
    100.0 %     100.0 %     100.0 %     100.0 %
Cost of revenue
    47.5 %     45.3 %     48.6 %     43.1 %
                                 
Gross profit
    52.5 %     54.7 %     51.4 %     56.9 %
Operating expenses:
                               
Research and development
    22.2 %     17.2 %     22.2 %     19.9 %
Selling, general and administrative
    19.4 %     15.6 %     20.2 %     18.8 %
Litigation expense
    1.4 %     1.5 %     1.7 %     2.8 %
                                 
Total operating expenses
    43.0 %     34.3 %     44.1 %     41.5 %
                                 
Income from operations
    9.5 %     20.4 %     7.3 %     15.4 %
Other income (expense):
                               
Interest and other income
    0.2 %     0.4 %     0.4 %     0.5 %
Interest and other expense
    (0.2 %)     (0.2 %)     (0.2 %)     (0.1 %)
                                 
Total other income, net
    0.0 %     0.2 %     0.2 %     0.4 %
                                 
Income before income taxes
    9.5 %     20.6 %     7.5 %     15.8 %
Income tax provision / (benefit)
    (0.8 %)     0.5 %     0.3 %     0.7 %
                                 
Net income
    10.3 %     20.1 %     7.3 %     15.1 %

Revenue.
 
   
For the three months ended September 30,
   
For the nine months ended September 30,
 
   
2011
   
2010
         
2011
   
2010
       
   
(in thousands)
    Change    
(in thousands)
    Change  
Revenue
  $ 52,962     $ 65,843       (19.6 )%   $ 149,058     $ 171,783       (13.2 )%
                                                 
 
Revenue for the three months ended September 30, 2011 was $53.0 million, a decrease of $12.9 million, or 19.6%, from $65.8 million for the three months ended September 30, 2010. Revenue for the nine months ended September 30, 2011 was $149.1 million, a decrease of $22.7 million, or 13.2%, from $171.8 million for the nine months ended September 30, 2010. For the three and nine months ended September 30, 2011, the decrease in revenue over the same periods last year was largely attributable to a decrease in the sales of our DC to DC products, primarily from having lost certain customers in Korea as a result of lack of production capacity and resulting product shortages in 2010. Audio sales were down for the three and nine months ended September 30, 2011 over the same periods in 2010 due to a change in product mix. The sales of our lighting control products were down for the three and nine months ended September 30, 2011 over similar periods in 2010 because of a reduction in the demand for our CCFL products, which was partially offset by increased sales of our WLED products. The following table illustrates changes in our revenue by product family:
 
 
 
21

 
 
   
For the three months ended September 30,
         
For the nine months ended September 30,
       
   
2011
   
2010
         
2011
   
2010
       
   
(in thousands) Amount
   
% of
Revenue
   
(in thousands) Amount
   
% of
Revenue
     
Change
   
(in thousands) Amount
   
% of
Revenue
   
(in thousands) Amount
   
% of
Revenue
     
Change
 
DC to DC Converters
  $ 44,446       83.9 %   $ 55,230       83.9 %     (19.5 )%   $ 124,325       83.4 %   $ 141,082       82.1 %     (11.9 )%
Lighting Control Products
    8,026       15.2 %     9,380       14.2 %     (14.4 )%     20,771       13.9 %     24,324       14.2 %     (14.6 )%
Audio Amplifiers
    490       0.9 %     1,233       1.9 %     (60.3 )%     3,962       2.7 %     6,377       3.7 %     (37.9 )%
                                                                                 
    $ 52,962       100.0 %   $ 65,843       100.0 %     (19.6 )%   $ 149,058       100.0 %   $ 171,783       100.0 %     (13.2 )%
 
Gross Profit.  Gross profit as a percentage of revenue, or gross margin, was 52.5% for the three months ended September 30, 2011and 54.7% for the three months ended September 30, 2010. Gross profit as a percentage of revenue, or gross margin, was 51.4% for the nine months ended September 30, 2011 and 56.9% for the nine months ended September 30, 2010. For the three and nine months ended September 30, 2011, gross margin declined year-over-year as a result of declining average selling prices for certain of our products, changes in product mix, an increase in inventory reserves and higher product costs.

Research and Development.
 
   
For the three months ended September 30,
   
For the nine months ended September 30,
 
   
2011
   
2010
         
2011
   
2010
       
   
(in thousands)
    Change    
(in thousands)
    Change  
Revenue
  $ 52,962     $ 65,843       (19.6 )%   $ 149,058     $ 171,783       (13.2 )%
Research and development (“R&D”) *
    11,792       11,291       4.4 %     33,115       34,116       (2.9 )%
                                                 
R&D as a percentage of revenue
    22.3 %     17.1 %             22.2 %     19.9 %        
 
* R&D expenses for the three and nine months ended September 30, 2011 includes $1.6 million and $4.6 million of stock-based compensation, respectively. R&D expenses for the three and nine months ended September 30, 2010 includes $1.6 million and $5.4 million of stock-based compensation, respectively.
 
R&D expenses were $11.8 million, or 22.3% of revenue, for the three months ended September 30, 2011 and $11.3 million, or 17.1% of revenue, for the three months ended September 30, 2010. For the three months ended September 30, 2011, R&D expenses increased over the same period in 2010 due to an increase in product development expenditures. R&D expenses were $33.1 million, or 22.1% of revenue, for the nine months ended September 30, 2011 and $34.1 million, or 19.9% of revenue, for the nine months ended September 30, 2010. For the nine months ended September 30, 2011, R&D expenses decreased year-over-year due to lower variable compensation and stock-based compensation expenses.
 
Selling, General and Administrative.
 
   
For the three months ended September 30,
   
For the nine months ended September 30,
 
   
2011
   
2010
         
2011
   
2010
   
 
 
   
(in thousands)
    Change    
(in thousands)
    Change  
Revenue
  $ 52,962     $ 65,843       (19.6 )%   $ 149,058     $ 171,783       (13.2 )%
Selling, general and administrative (“SG&A”) *
    10,249       10,296       (0.5 )%     30,082       32,304       (6.9 )%
                                                 
SG&A as a percentage of revenue
    19.4 %     15.6 %             20.2 %     18.8 %        
 
  * SG&A expenses for the three and nine months ended September 30, 2011 includes $1.7 million and $5.2 million of stock-based compensation, respectively. SG&A expenses for the three and nine months ended September 30, 2010 includes $2.4 million and $8.1 million of stock-based compensation, respectively.
 
SG&A expenses were $10.2 million, or 19.4% of revenue, for the three months ended September 30, 2011 and $10.3 million, or 15.6% of revenue, for the three months ended September 30, 2010. For the three months ended September 30, 2011, stock-based compensation decreased relative to the same period in 2010, which was offset by an increase in salary and wages. SG&A expenses were $30.1 million, or 20.2% of revenue, for the nine months ended September 30, 2011 and $32.3 million, or 18.8% of revenue, for the nine months ended September 30, 2010. For the nine months ended September 30, 2011, SG&A expenses decreased year over year due to lower stock-based compensation expenses and variable compensation expenses. These were partially offset by an increase in salary and wages and an increase in professional services fees.
 
Litigation Expense.
 
   
For the three months ended September 30,
   
For the nine months ended September 30,
 
   
2011
   
2010
   
 
   
2011
   
2010
   
 
 
   
(in thousands)
    Change    
(in thousands)
    Change  
Revenue
  $ 52,962     $ 65,843       (19.6 )%   $ 149,058     $ 171,783       (13.2 )%
Litigation expense
    722       964       (25.1 )%     2,474       4,759       (48.0 )%
                                                 
Litigation expense as a percentage of revenue
    1.4 %     1.5 %             1.7 %     2.8 %        
 
22

 

Litigation expenses were $0.7 million, or 1.4% of revenue, for the three months ended September 30, 2011, compared to $1.0 million, or 1.5% of revenue, for the three months ended September 30, 2010. Litigation expenses were $2.4 million, or 1.7% of revenue, for the nine months ended September 30, 2011, compared to $4.8 million, or 2.8% of revenue, for the nine months ended September 30, 2010. During the three and nine months ended September 30, 2011, we incurred legal expenses primarily to recover attorneys’ fees from O2Micro relating to our lawsuits involving O2Micro, which were resolved in the second quarter of 2010. During the three and nine months ended September 30, 2010, we incurred legal expenses primarily for the defense of those lawsuits. Overall, our litigation expense has decreased as a result of us being party to fewer material litigations.
 
Income Tax Provision.  The income tax benefit for the three months ended September 30, 2011 was $0.4 million or -8.3% of our income before income taxes. The income tax provision for the nine months ended September 30, 2011 was $0.4 million or 3.3% of the pre-tax income. This differs from the federal statutory rate of 34% primarily because our foreign income was taxed at lower rates and because of the benefit that we realized as a result of restricted units released. The income tax provision for the three and nine months ended September 30, 2010 was $0.3 million or 2.2% of our income before income taxes and $1.3 million or 4.8% of the pre-tax income, respectively. This differed from the federal statutory rate of 34% primarily because our foreign income was taxed at lower rates and because of the benefit that we realized as a result of stock option exercises and restricted stock units released.
 
Liquidity and Capital Resources.

As of September 30, 2011, we had working capital of $178.0 million, including cash and cash equivalents of $93.0 million and short-term investments of $67.9 million, compared to working capital of $195.4 million, including cash and cash equivalents of $48.0 million and short-term investments of $129.7 million as of December 31, 2010. We have financed our growth primarily with proceeds from cash generated from operating activities, proceeds from the exercise of stock options and proceeds from the issuance of shares through the Company’s employee stock purchase plan.
 
For the nine months ended September 30, 2011, net cash provided by operating activities was $30.4 million, primarily due to strong operating results. For the nine months ended September 30, 2010, net cash provided by operating activities was $38.3 million, primarily due to strong operating results and an increase in accounts payable for inventory purchases to meet customer demands. This was partially offset by an increase in accounts receivable, primarily from increased shipments at the end of the quarter for which the collections had not been received.
 
For the nine months ended September 30, 2011, net cash provided by investing activities was $46.4 million, primarily related to the redemption of short-term investments to fund our stock repurchase program and the purchase of our headquarters in San Jose, California. This was partially offset by the purchase of our San Jose headquarters and equipment and software purchases. For the nine months ended September 30, 2010, net cash used in investing activities was $40.5 million, primarily related to the purchase of short-term investments and equipment purchases for our Chengdu facility.
 
We use professional investment management firms to manage the majority of our invested cash. Our fixed income portfolio is primarily invested in US government securities, auction-rate securities and highly rated corporate notes and commercial paper. The balance of the fixed income portfolio is managed internally and invested primarily in money market securities for working capital purposes.
 
We adopted the provisions of ASC 320-10-35 Investments – Debt and Equity Securities – Overall – Subsequent Measurement and ASC 320-10-50 Investments – Debt and Equity Securities – Overall - Disclosure, effective April 1, 2009 and used the guidelines therein to determine whether the impairment is temporary or other-than temporary. Temporary impairment charges are recorded in accumulated other comprehensive income (loss) within equity and have no impact on net income. Other-than-temporary impairment charges exist when the entity has the intent to sell the security, it will more likely than not be required to sell the security before anticipated recovery, or it does not expect to recover the entire amortized cost basis of the security. Other-than-temporary impairment charges are recorded in other income (expenses) in the Consolidated Statement of Operations.

At September 30, 2011, the Company’s investment portfolio included $15.7 million, net of impairment charges of $0.7 million, in government-backed student loan auction-rate securities. The underlying maturity of these auction-rate securities is up to 36 years. Although it is unclear as to when these investments will regain their liquidity, management has concluded that that $0.6 million and $0.9 million of the gross accumulated impairment charge of $0.7 million and $1.0 million as of September 30, 2011 and December 31, 2010, respectively, was temporary. $0.1 million was previously recorded as other-than-temporary. The cumulative impairment of $0.6 million and $0.9 million was classified as temporary based on the following analysis:

 
23

 
 
1.
The decline in the fair value of these securities is not attributable to adverse conditions specifically related to these securities or to specific conditions in an industry or in a geographic area;
 
2.
Management possesses both the intent and ability to hold these securities for a period of time sufficient to allow for any anticipated recovery in fair value;
 
3.
Management believes that it is more likely than not that the Company will not have to sell these securities before recovery of its cost basis;
 
4.
Except for the credit loss of $70,000 recognized in year ended December 31, 2009 for the Company’s holdings in auction rate securities described below, the Company does not believe that there is any additional credit loss associated with other auction-rate securities because the Company expects to recover the entire amortized cost basis;
 
5.
The majority of the securities remain AAA rated, with $6.4 million of the auction rate securities having been downgraded by Moody’s to A3-Baa3 during the year ended December 31, 2009, and there have been no downgrades since; and
 
6.
All scheduled interest payments have been made pursuant to the reset terms and conditions; and
 
7.
All redemptions of auction-rate securities representing 58% of the original portfolio purchased by the Company in February 2008 have been at par.

Based on the guidance of ASC 320-10-35 and ASC 320-10-50, the Company evaluated the potential credit loss of each of the auction-rate securities that are currently held by the Company. Based on such analysis, the Company determined that those securities that are not 100% FFELPS guaranteed are potentially subject to credit risks based on the extent to which the underlying debt is collateralized and the security-specific student-loan default rates. The Company’s portfolio includes two such securities. The senior parity ratio for the two securities is approximately 106%. If, therefore, the student-loan default rate and borrowing rate increases for these issuers, the remaining balance in these trusts may not be sufficient to cover the senior debt. The Company therefore concluded that there is potential credit risk for these two securities and as such, used the discounted cash flow model to determine the amount of credit loss to be recorded. In valuing the potential credit loss, the following parameters were used: 20 year expected term, cash flows based on the 90-day t-bill rates for 20 year forwards and a risk premium of 5.9%, the amount of interest that the Company was receiving on these securities when the market was last active. During the year ended December 31, 2009, the potential credit loss associated with these securities was $70,000, which the Company deemed other-than-temporary and recorded in other expense in its Consolidated Statement of Operations during 2009. There have been no such losses since.
 
Unless a rights offering or other similar offer is made to redeem at par and accepted by us, we intend to hold the balance of these investments through successful auctions at par, which we believe could take approximately 2.0 years.
 
The valuation of the auction-rate securities is subject to fluctuations in the future, which will depend on many factors, including the collateral quality, potential to be called or restructured, underlying final maturity, insurance guaranty, liquidity and market conditions, among others. To determine the fair value of the auction-rate securities at December 31, 2010, March 31, 2011, June 30, 2011 and September 30, 2011, we used a discounted cash flow model, for which there are three valuation parameters, including time-to-liquidity, discount rate and expected return. The following are the values used in the discounted cash flow model:
 
 
December 31, 2010
March 31, 2011
June 30, 2011
September 30, 2011
Time-to-Liquidity
24 months
24 months
24 months
24 months
Expected Return (Based on the requisite treasury rate, plus a contractual penalty rate)
2.9%
3.3%
2.5%
1.8%
Discount Rate (Based on the requisite LIBOR, the cost of debt and a liquidity risk premium)
4.1% - 8.9%, depending on the credit-rating of the security
4.5% - 9.3%, depending on the credit-rating of the security
3.8% - 8.6%, depending on the credit-rating of the security
2.9% - 7.7%, depending on the credit-rating of the security
 
 
24

 
From the second quarter of 2011 to the third quarter of 2011, the impairment decreased, primarily due to $1.7 million in auction-rate securities having been called at par. This was slightly offset by an increase in the FFELPS student-loan spread.
 
From the first quarter of 2011 to the second quarter of 2011, we kept the time-to-liquidity constant at 2.0 years. In addition, the FFELPs student-loan spread remained constant and the spread between the expected return and labor forwards changed very little. As a result, there was no change in the impairment of $0.8 million from the first quarter to the second quarter of 2011.
 
From the fourth quarter of 2010 to the first quarter of 2011, we kept the time-to-liquidity constant at 2.0 years. We sold $2.1 million in auction-rate securities at par and reversed the impairment related to these securities in the amount of $0.2 million. This reduced the overall impairment from $1.0 million at December 31, 2010 to $0.8 million at March 31, 2011.
 
Net cash used in financing activities for the nine months ended September 30, 2011 was $32.2 million, primarily from stock repurchases in the amount of $38.5 million, which was partially offset by the proceeds from the exercise of stock options in the amount of $4.3 million and proceeds from the employee stock purchase plan of $1.8 million. Net cash used in financing activities for the nine months ended September 30, 2010 was $0.5 million, primarily from stock repurchases in the amount of $17.0 million, which was substantially offset by the proceeds from the exercise of stock options in the amount of $13.3 million.
 
On July 27, 2010, we announced that our Board of Directors approved a stock repurchase program that authorized the Company to repurchase up to $50.0 million of its common stock between August 2, 2010 and December 31, 2011. In February 2011, our Board of Directors approved an increase from $50.0 million to $70.0 million. As of December 31, 2010, we repurchased 1,899,789 shares for a total of $31.5 million. In 2011, the following shares have been repurchased through the open market and subsequently retired:
 
2011 Calendar Year
 
Shares Repurchased
   
Average Price per Share
   
Value (in thousands)
 
February
    817,500     $ 15.47     $ 12,648  
March
    75,000     $ 14.17     $ 1,062  
April
    917,200     $ 14.82     $ 13,617  
May
    657,800     $ 16.48     $ 10,843  
June
    18,000     $ 16.79     $ 302  
      2,485,500             $ 38,472  
 
From August 2010 through June 2011, we repurchased 4,385,289 shares for a total of $70.0 million.
 
Although cash requirements will fluctuate based on the timing and extent of many factors such as those discussed above, we believe that cash generated from operations, together with the liquidity provided by existing cash and cash equivalents and short-term investments, will be sufficient to satisfy our liquidity requirements for at least the next 12 months. For further details regarding our operating, investing and financing activities, see our Condensed Consolidated Statements of Cash Flows.
 
Contractual Obligations and Off Balance Sheet Arrangements.

We lease our headquarters and sales offices in San Jose, California. The building that we are leasing was sold and the new landlord has exercised the right to terminate the lease, effective April 18, 2012.

On July 8, 2011, we entered into a Standard Offer, Agreement and Escrow Instruction for Purchase of Real Estate (“the Agreement”) with Pepper Land-Great Oaks, LLC, a California limited liability company (“Pepper Land”) to purchase the property located at 79 Great Oaks Boulevard in San Jose, CA to be used as our new headquarters and sales offices. Such property consists of an approximately 106,262 square foot office building and approximately 5.5 acres of land. The purchase price for the property is $11,000,000, which was funded on August 4, 2011 and for which the deed was recorded on August 5, 2011.

Certain of our facility leases provide for periodic rent increases. In September 2004, we signed an agreement with the Chinese local authority to construct a facility in Chengdu, China. We have the option to acquire this facility in Chengdu after a five-year lease term, which option became exercisable in March 2011. We will likely exercise our purchase option and enter into a purchase agreement for this facility in the future. We constructed a 150,000 square foot research and development facility in Chengdu, China which was put into operation in October 2010

 
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We also lease our sales offices in Japan, China, Taiwan and Korea and our research and development facilities in Finland.
 
As of September 30, 2011, our total outstanding purchase commitments with vendors were $13.8 million, which includes wafer purchases from our two foundries and the purchase of assembly services primarily from multiple contractors in Asia. This compares to purchase commitments of $14.4 million as of December 31, 2010.
 
Our other contractual obligations have not changed significantly from that disclosed in our annual report on Form 10-K filed with the SEC on March 4, 2011.
 
As of September 30, 2011, we had no off-balance sheet arrangements as defined in Item 303(a)(4) of the Securities and Exchange Commission’s Regulation S-K.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
 
For a discussion of market risks at December 31, 2010, refer to Item 7A, “Quantitative and Qualitative Disclosures about Market Risk” in our annual report on Form 10-K for the fiscal year ended December 31, 2010 filed with the SEC on March 4, 2011. During the three and nine months ended September 30, 2011, there were no material changes or developments that would materially alter the market risk assessment performed as of December 31, 2010.
 
During the quarter ended September 30, 2011, S&P downgraded the credit rating for U.S. long-term sovereign debt. We will continue to monitor the situation and potentially rebalance our investment portfolio, as needed. Currently, we do not believe that there is an impairment, temporary or otherwise, related to our investments in U.S. Treasuries and U.S. Agencies and as such, we have not recorded any such impairment.
 
ITEM 4. CONTROLS AND PROCEDURES
 
Evaluation of disclosure controls and procedures.
 
Our management, with the participation of our chief executive officer and chief financial officer, evaluated the effectiveness of our disclosure controls and procedures pursuant to Rule 13a-15 under the Securities Exchange Act of 1934 as of the end of the period covered by this quarterly report on Form 10-Q.  In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives.  In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints and that management is required to apply its judgment in evaluating the benefits of possible controls and procedures relative to their costs.
 
Based on our evaluation, our chief executive officer and chief financial officer concluded that our disclosure controls and procedures are designed at a reasonable assurance level and are effective to provide reasonable assurance that information we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms, and that such information is accumulated and communicated to our management, including our chief executive officer and chief financial officer, as appropriate, to allow timely decisions regarding required disclosure.
 
Changes in internal control over financial reporting.
 
There were no changes in our internal control over financial reporting that occurred during the period covered by this quarterly report on Form 10-Q that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II. OTHER INFORMATION
 
ITEM 1. LEGAL PROCEEDINGS
 
On September 16, 2011 and September 29, 2011, two nearly identical shareholder derivative actions were filed in the United States District Court for the Northern District of California and the California Superior Court for Santa Clara County, naming as defendants certain of our current and former directors and officers and our compensation advisory firm.  The complaints assert claims for, among other things, breach of fiduciary duty in connection with the directors' approval of compensation for our executive officers during 2010.  The complaints each seek an award of damages in favor of the Company, equitable relief, costs and attorney's fees. The matters are at a preliminary stage; the defendants have not yet responded to the complaint and no discovery has taken place.
 
 
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We and certain of our subsidiaries are parties to actions and proceedings incident to our business in the ordinary course of business, including litigation regarding our intellectual property, challenges to the enforceability or validity of our intellectual property and claims that our products infringe on the intellectual property rights of others. These proceedings often involve complex questions of fact and law and will require the expenditure of significant funds and the diversion of other resources to prosecute and defend. We defend ourselves vigorously against any such claims.
 
In management’s opinion, the resolution of any pending matters is uncertain and we are not able to assess whether it will have a material adverse effect on our condensed consolidated financial condition, results of operations, or liquidity.   
 
ITEM 1A. RISK FACTORS
 
Our business involves risks and uncertainties. You should carefully consider the risks described below, together with all of the other information in this Form 10-Q and our other filings with the Securities and Exchange Commission in evaluating our business. If any of the following risks actually occur, our business, financial condition, operating results and growth prospects would likely be materially and adversely affected. In such an event, the trading price of our common stock could decline, and you could lose all or part of your investment in our common stock. Our past financial performance should not be considered to be a reliable indicator of future performance, and investors should not use historical trends to anticipate results or trends in future periods.  These risks, which have been updated from the risk factors previously disclosed in our Annual Report on Form 10-K involve forward-looking statements and our actual results may differ substantially from those discussed in these forward-looking statements.

The future trading price of our common stock could be subject to wide fluctuations in response to a variety of factors.
 
The future trading price of our common stock is likely to be highly volatile and could be subject to wide fluctuations in price in response to various factors, many of which are beyond our control, including:
 
 
our results of operations and financial performance;
 
 
general economic, industry and global market conditions;
 
 
whether our forward guidance meets the expectations of our investors;
 
 
the depth and liquidity of the market for our common stock;
 
 
developments generally affecting the semiconductor industry;
 
 
commencement of or developments relating to our involvement in litigation;
 
 
investor perceptions of us and our business strategies;