0001160958 INPHI CORP false --12-31 FY 2020 62,881 139,448 0.001 0.001 10,000,000 10,000,000 0 0 0.001 0.001 500,000,000 500,000,000 53,381,854 53,381,854 45,909,466 45,909,466 0 0 0 0 0 0 1 10 0 0 1 1 2 5 5 1 10 5 17 17 17 2010 2011 2012 2013 2014 2015 0 0 0 4 4 3 0 2 3 1 0 0 In 2020, the Company repurchased $180,454 and $226,983 aggregate principal amount of the Convertible Notes 2015 and Convertible Notes 2016, respectively, paying a total of $411,677 cash (excluding payment for accrued interest) and issued 4,977,756 million shares of common stock. The repurchase was accounted for as a debt extinguishment which resulted in loss from early extinguishment of debt of $13,539. The income tax expense included a reversal of certain unrecognized tax benefit as a result of the Internal Revenue Service exam conclusion with a no change report. The reversal of the unrecognized tax benefit had no impact on the Company's income tax provision as a result of the full federal valuation allowance. In addition, the income tax expense included an accrual for unrecognized tax benefit for foreign taxes and an income tax benefit for the remeasurement of certain net foreign deferred tax liability based on the renewed tax holiday period in Singapore. On January 10, 2020 and May 18, 2020, the Company completed the acquisition of eSilicon for $214,644 and Arrive for $20,141. The revenue and expenses of eSilicon and Arrive are included in consolidated statement of income (loss) from the date of the acquisition. In April 2020, the Company issued $506,000 of 0.75% convertible senior notes due April 15, 2025. 00011609582020-01-012020-12-31 iso4217:USD 00011609582020-06-30 xbrli:shares 00011609582021-02-22 thunderdome:item 00011609582020-12-31 00011609582019-12-31 iso4217:USDxbrli:shares 00011609582019-01-012019-12-31 00011609582018-01-012018-12-31 0001160958us-gaap:CommonStockMember2017-12-31 0001160958us-gaap:AdditionalPaidInCapitalMember2017-12-31 0001160958us-gaap:RetainedEarningsMember2017-12-31 0001160958us-gaap:AccumulatedOtherComprehensiveIncomeMember2017-12-31 00011609582017-12-31 0001160958us-gaap:CommonStockMember2018-01-012018-12-31 0001160958us-gaap:AdditionalPaidInCapitalMember2018-01-012018-12-31 0001160958us-gaap:RetainedEarningsMember2018-01-012018-12-31 0001160958us-gaap:AccumulatedOtherComprehensiveIncomeMember2018-01-012018-12-31 0001160958us-gaap:CommonStockMember2018-12-31 0001160958us-gaap:AdditionalPaidInCapitalMember2018-12-31 0001160958us-gaap:RetainedEarningsMember2018-12-31 0001160958us-gaap:AccumulatedOtherComprehensiveIncomeMember2018-12-31 00011609582018-12-31 0001160958us-gaap:CommonStockMember2019-01-012019-12-31 0001160958us-gaap:AdditionalPaidInCapitalMember2019-01-012019-12-31 0001160958us-gaap:RetainedEarningsMember2019-01-012019-12-31 0001160958us-gaap:AccumulatedOtherComprehensiveIncomeMember2019-01-012019-12-31 0001160958us-gaap:CommonStockMember2019-12-31 0001160958us-gaap:AdditionalPaidInCapitalMember2019-12-31 0001160958us-gaap:RetainedEarningsMember2019-12-31 0001160958us-gaap:AccumulatedOtherComprehensiveIncomeMember2019-12-31 0001160958us-gaap:CommonStockMember2020-01-012020-12-31 0001160958us-gaap:AdditionalPaidInCapitalMember2020-01-012020-12-31 0001160958us-gaap:RetainedEarningsMember2020-01-012020-12-31 0001160958us-gaap:AccumulatedOtherComprehensiveIncomeMember2020-01-012020-12-31 0001160958us-gaap:CommonStockMember2020-12-31 0001160958us-gaap:AdditionalPaidInCapitalMember2020-12-31 0001160958us-gaap:RetainedEarningsMember2020-12-31 0001160958us-gaap:AccumulatedOtherComprehensiveIncomeMember2020-12-31 0001160958iphi:EsiliconMember2020-01-102020-01-10 0001160958iphi:ArriveMember2020-05-182020-05-18 utr:Y 0001160958us-gaap:OfficeEquipmentMember2020-01-012020-12-31 0001160958us-gaap:SoftwareAndSoftwareDevelopmentCostsMember2020-01-012020-12-31 0001160958us-gaap:LeaseholdImprovementsMember2020-01-012020-12-31 0001160958us-gaap:EquipmentMembersrt:MinimumMember2020-01-012020-12-31 0001160958us-gaap:EquipmentMembersrt:MaximumMember2020-01-012020-12-31 0001160958us-gaap:ComputerEquipmentMember2020-01-012020-12-31 0001160958iphi:LabEquipmentMember2020-01-012020-12-31 0001160958us-gaap:FurnitureAndFixturesMember2020-01-012020-12-31 0001160958srt:MinimumMember2020-01-012020-12-31 0001160958srt:MaximumMember2020-01-012020-12-31 0001160958us-gaap:AccountingStandardsUpdate201409Member2020-12-31 0001160958us-gaap:AccountingStandardsUpdate201409Member2019-12-31 00011609582021-01-012020-12-31 xbrli:pure 0001160958iphi:LicensesForIntellectualPropertyMember2020-01-012020-12-31 0001160958iphi:LicensesForIntellectualPropertyMember2019-01-012019-12-31 0001160958iphi:LicensesForIntellectualPropertyMember2018-01-012018-12-31 00011609582017-01-012017-12-31 0001160958iphi:EsiliconMember2020-01-10 0001160958iphi:EsiliconMemberus-gaap:ContractualRightsMember2020-01-10 0001160958iphi:EsiliconMemberus-gaap:ContractualRightsMember2020-01-102020-01-10 0001160958iphi:EsiliconMemberus-gaap:DevelopedTechnologyRightsMember2020-01-10 0001160958iphi:EsiliconMemberus-gaap:DevelopedTechnologyRightsMember2020-01-102020-01-10 0001160958iphi:EsiliconMemberus-gaap:ComputerSoftwareIntangibleAssetMember2020-01-10 0001160958iphi:EsiliconMemberus-gaap:ComputerSoftwareIntangibleAssetMembersrt:MinimumMember2020-01-102020-01-10 0001160958iphi:EsiliconMemberus-gaap:ComputerSoftwareIntangibleAssetMembersrt:MaximumMember2020-01-102020-01-10 0001160958iphi:EsiliconMemberus-gaap:GeneralAndAdministrativeExpenseMember2019-01-012020-12-31 0001160958iphi:EsiliconMemberus-gaap:GeneralAndAdministrativeExpenseMember2019-01-012019-12-31 0001160958iphi:EsiliconMemberus-gaap:GeneralAndAdministrativeExpenseMember2020-01-012020-12-31 0001160958iphi:EsiliconMember2020-01-102020-12-31 0001160958iphi:EsiliconMember2020-01-012020-12-31 0001160958iphi:ArriveMember2020-05-18 0001160958iphi:ArriveMemberus-gaap:DevelopedTechnologyRightsMember2020-05-18 0001160958iphi:ArriveMemberus-gaap:DevelopedTechnologyRightsMember2020-05-182020-05-18 0001160958iphi:ArriveMemberus-gaap:GeneralAndAdministrativeExpenseMember2020-01-012020-12-31 0001160958iphi:ArriveMember2020-05-182020-12-31 0001160958iphi:ESiliconAndArriveMember2020-01-012020-12-31 0001160958iphi:ESiliconAndArriveMember2019-01-012019-12-31 0001160958us-gaap:USStatesAndPoliticalSubdivisionsMember2020-12-31 0001160958us-gaap:CorporateDebtSecuritiesMember2020-12-31 0001160958us-gaap:AssetBackedSecuritiesMember2020-12-31 0001160958us-gaap:CommercialPaperMember2020-12-31 0001160958us-gaap:USTreasurySecuritiesMember2019-12-31 0001160958us-gaap:USStatesAndPoliticalSubdivisionsMember2019-12-31 0001160958us-gaap:CorporateDebtSecuritiesMember2019-12-31 0001160958us-gaap:AssetBackedSecuritiesMember2019-12-31 0001160958us-gaap:CommercialPaperMember2019-12-31 0001160958us-gaap:CertificatesOfDepositMember2019-12-31 0001160958country:TW2020-12-31 0001160958country:TW2020-01-012020-12-31 0001160958country:TW2019-12-31 0001160958country:TW2019-01-012019-12-31 0001160958us-gaap:OtherIncomeMember2019-01-012019-12-31 0001160958us-gaap:OtherNoncurrentAssetsMemberiphi:EquitySecuritiesFairValueBasedOnObservableTransactionMember2020-12-31 0001160958us-gaap:OtherNoncurrentAssetsMemberiphi:EquitySecuritiesFairValueBasedOnObservableTransactionMember2019-12-31 0001160958iphi:EquitySecuritiesFairValueBasedOnObservableTransactionMemberus-gaap:OtherIncomeMember2020-01-012020-12-31 0001160958iphi:EquitySecuritiesFairValueBasedOnObservableTransactionMemberus-gaap:OtherIncomeMember2019-01-012019-12-31 0001160958iphi:EquitySecuritiesFairValueBasedOnObservableTransactionMemberus-gaap:OtherIncomeMember2018-01-012018-12-31 0001160958us-gaap:AccountsReceivableMemberus-gaap:CustomerConcentrationRiskMemberiphi:CustomerAMember2020-01-012020-12-31 0001160958us-gaap:AccountsReceivableMemberus-gaap:CustomerConcentrationRiskMemberiphi:CustomerAMember2019-01-012019-12-31 0001160958us-gaap:AccountsReceivableMemberus-gaap:CustomerConcentrationRiskMemberiphi:CustomerBMember2019-01-012019-12-31 0001160958us-gaap:AccountsReceivableMemberus-gaap:CustomerConcentrationRiskMemberiphi:CustomerCMember2020-01-012020-12-31 0001160958us-gaap:AccountsReceivableMemberus-gaap:CustomerConcentrationRiskMemberiphi:CustomerDMember2020-01-012020-12-31 0001160958us-gaap:AccountsReceivableMemberus-gaap:CustomerConcentrationRiskMemberiphi:CustomerDMember2019-01-012019-12-31 0001160958us-gaap:AccountsReceivableMemberus-gaap:CustomerConcentrationRiskMemberiphi:CustomerEMember2020-01-012020-12-31 0001160958us-gaap:RevenueFromContractWithCustomerMemberus-gaap:CustomerConcentrationRiskMemberiphi:CustomerAMember2020-01-012020-12-31 0001160958us-gaap:RevenueFromContractWithCustomerMemberus-gaap:CustomerConcentrationRiskMemberiphi:CustomerAMember2019-01-012019-12-31 0001160958us-gaap:RevenueFromContractWithCustomerMemberus-gaap:CustomerConcentrationRiskMemberiphi:CustomerAMember2018-01-012018-12-31 0001160958us-gaap:RevenueFromContractWithCustomerMemberus-gaap:CustomerConcentrationRiskMemberiphi:CustomerCMember2019-01-012019-12-31 0001160958us-gaap:RevenueFromContractWithCustomerMemberus-gaap:CustomerConcentrationRiskMemberiphi:CustomerDMember2020-01-012020-12-31 0001160958us-gaap:RevenueFromContractWithCustomerMemberus-gaap:CustomerConcentrationRiskMemberiphi:CustomerEMember2020-01-012020-12-31 0001160958us-gaap:RevenueFromContractWithCustomerMemberus-gaap:CustomerConcentrationRiskMemberiphi:CustomerEMember2018-01-012018-12-31 0001160958us-gaap:RevenueFromContractWithCustomerMemberus-gaap:CustomerConcentrationRiskMemberiphi:CustomerAAndFMember2020-01-012020-12-31 0001160958us-gaap:RevenueFromContractWithCustomerMemberus-gaap:CustomerConcentrationRiskMemberiphi:CustomerAAndFMember2019-01-012019-12-31 0001160958us-gaap:RevenueFromContractWithCustomerMemberus-gaap:CustomerConcentrationRiskMemberiphi:CustomerAAndFMember2018-01-012018-12-31 0001160958us-gaap:RevenueFromContractWithCustomerMemberus-gaap:CustomerConcentrationRiskMemberiphi:CustomerBAndGMember2019-01-012019-12-31 0001160958us-gaap:RevenueFromContractWithCustomerMemberus-gaap:CustomerConcentrationRiskMemberiphi:CustomerBAndGMember2018-01-012018-12-31 0001160958us-gaap:RevenueFromContractWithCustomerMemberus-gaap:CustomerConcentrationRiskMemberiphi:CustomerHMember2018-01-012018-12-31 0001160958us-gaap:EquipmentMember2020-12-31 0001160958us-gaap:EquipmentMember2019-12-31 0001160958iphi:OfficeSoftwareAndComputerEquipmentMember2020-12-31 0001160958iphi:OfficeSoftwareAndComputerEquipmentMember2019-12-31 0001160958us-gaap:FurnitureAndFixturesMember2020-12-31 0001160958us-gaap:FurnitureAndFixturesMember2019-12-31 0001160958us-gaap:LeaseholdImprovementsMember2020-12-31 0001160958us-gaap:LeaseholdImprovementsMember2019-12-31 0001160958us-gaap:DevelopedTechnologyRightsMember2020-12-31 0001160958us-gaap:DevelopedTechnologyRightsMember2019-12-31 0001160958us-gaap:CustomerRelationshipsMember2020-12-31 0001160958us-gaap:CustomerRelationshipsMember2019-12-31 0001160958us-gaap:TradeNamesMember2020-12-31 0001160958us-gaap:TradeNamesMember2019-12-31 0001160958us-gaap:PatentsMember2020-12-31 0001160958us-gaap:PatentsMember2019-12-31 0001160958us-gaap:ContractualRightsMember2020-12-31 0001160958us-gaap:ContractualRightsMember2019-12-31 0001160958us-gaap:ComputerSoftwareIntangibleAssetMember2020-12-31 0001160958us-gaap:ComputerSoftwareIntangibleAssetMember2019-12-31 0001160958us-gaap:CostOfSalesMember2020-01-012020-12-31 0001160958us-gaap:CostOfSalesMember2019-01-012019-12-31 0001160958us-gaap:CostOfSalesMember2018-01-012018-12-31 0001160958us-gaap:ResearchAndDevelopmentExpenseMember2020-01-012020-12-31 0001160958us-gaap:ResearchAndDevelopmentExpenseMember2019-01-012019-12-31 0001160958us-gaap:ResearchAndDevelopmentExpenseMember2018-01-012018-12-31 0001160958us-gaap:SellingAndMarketingExpenseMember2020-01-012020-12-31 0001160958us-gaap:SellingAndMarketingExpenseMember2019-01-012019-12-31 0001160958us-gaap:SellingAndMarketingExpenseMember2018-01-012018-12-31 0001160958us-gaap:GeneralAndAdministrativeExpenseMember2020-01-012020-12-31 0001160958us-gaap:GeneralAndAdministrativeExpenseMember2019-01-012019-12-31 0001160958us-gaap:GeneralAndAdministrativeExpenseMember2018-01-012018-12-31 0001160958us-gaap:DevelopedTechnologyRightsMember2020-01-012020-12-31 0001160958us-gaap:CustomerRelationshipsMember2020-01-012020-12-31 0001160958us-gaap:ContractualRightsMember2020-01-012020-12-31 0001160958us-gaap:TradeNamesMember2020-01-012020-12-31 0001160958us-gaap:PatentsMember2020-01-012020-12-31 0001160958us-gaap:ComputerSoftwareIntangibleAssetMember2020-01-012020-12-31 0001160958srt:MinimumMember2020-12-31 0001160958srt:MaximumMember2020-12-31 0001160958iphi:LiabilitiesMember2020-12-31 0001160958iphi:ConvertibleNotes2015Memberus-gaap:ConvertibleDebtMember2015-12-31 0001160958iphi:ConvertibleNotes2015Memberus-gaap:ConvertibleDebtMember2015-01-012015-12-31 0001160958iphi:ConversionCircumstance1Memberiphi:ConvertibleNotes2015Memberus-gaap:ConvertibleDebtMember2015-01-012015-12-31 0001160958iphi:ConversionCircumstance2Memberiphi:ConvertibleNotes2015Memberus-gaap:ConvertibleDebtMember2015-01-012015-12-31 0001160958iphi:ConvertibleNotes2015Memberus-gaap:ConvertibleDebtMember2020-01-012020-12-31 0001160958iphi:ConvertibleNotes2015Memberus-gaap:ConvertibleDebtMember2019-01-012019-12-31 0001160958iphi:ConvertibleNotes2015Memberus-gaap:ConvertibleDebtMember2018-01-012018-12-31 iso4217:USDthunderdome:item 0001160958iphi:ConvertibleNotes2015Memberus-gaap:ConvertibleDebtMember2020-12-012020-12-01 0001160958iphi:ConvertibleNotes2016Memberus-gaap:ConvertibleDebtMember2016-09-30 0001160958iphi:ConvertibleNotes2016Memberus-gaap:ConvertibleDebtMember2016-01-012016-12-31 0001160958iphi:ConvertibleNotes2016Memberus-gaap:ConvertibleDebtMember2016-12-31 0001160958iphi:ConversionCircumstance1Memberiphi:ConvertibleNotes2016Memberus-gaap:ConvertibleDebtMember2016-01-012016-12-31 0001160958iphi:ConversionCircumstance2Memberiphi:ConvertibleNotes2016Memberus-gaap:ConvertibleDebtMember2016-01-012016-12-31 0001160958iphi:ConvertibleNotes2016Memberus-gaap:ConvertibleDebtMember2020-01-012020-12-31 0001160958iphi:ConvertibleNotes2016Memberus-gaap:ConvertibleDebtMember2019-01-012019-12-31 0001160958iphi:ConvertibleNotes2016Memberus-gaap:ConvertibleDebtMember2018-01-012018-12-31 0001160958iphi:ConvertibleNotes2020Memberus-gaap:ConvertibleDebtMember2020-04-30 0001160958iphi:ConvertibleNotes2020Memberus-gaap:ConvertibleDebtMember2020-04-012020-04-30 0001160958iphi:ConversionCircumstance1Memberiphi:ConvertibleNotes2020Memberus-gaap:ConvertibleDebtMember2020-04-012020-04-30 0001160958iphi:ConvertibleNotes2020Memberus-gaap:ConvertibleDebtMember2020-01-012020-12-31 0001160958iphi:ConvertibleNotes2015Member2020-01-012020-12-31 0001160958iphi:ConvertibleNotes2016Member2020-01-012020-12-31 0001160958iphi:ConvertibleNotes2015AndConvertibleNotes2016Member2020-01-012020-12-31 0001160958iphi:ConvertibleNotes2016Memberus-gaap:ConvertibleDebtMember2020-12-31 0001160958iphi:ConvertibleNotes2016Memberus-gaap:ConvertibleDebtMemberus-gaap:SubsequentEventMember2021-02-25 0001160958iphi:ConvertibleNotes2016Memberus-gaap:ConvertibleDebtMemberus-gaap:SubsequentEventMember2021-01-012021-02-25 0001160958us-gaap:OtherCurrentLiabilitiesMember2020-12-31 0001160958us-gaap:OtherCurrentLiabilitiesMember2019-12-31 0001160958us-gaap:OtherNoncurrentLiabilitiesMember2020-12-31 0001160958us-gaap:OtherNoncurrentLiabilitiesMember2019-12-31 0001160958iphi:DecreaseToAdditionalPaidinCapitalMember2020-01-012020-12-31 0001160958iphi:IncreaseToOtherComprehensiveIncomeMember2020-01-012020-12-31 0001160958iphi:IncreaseToGoodwillMember2020-01-012020-12-31 0001160958iphi:IncreaseToIncomeTaxProvisionMember2020-01-012020-12-31 0001160958iphi:IncreaseToIncomeTaxProvisionMember2019-01-012019-12-31 0001160958iphi:DecreaseToOtherComprehensiveIncomeMember2019-01-012019-12-31 0001160958iphi:IncreaseToOtherComprehensiveIncomeMember2018-01-012018-12-31 0001160958iphi:IncreaseToIncomeTaxProvisionMember2018-01-012018-12-31 0001160958us-gaap:DomesticCountryMember2020-12-31 0001160958us-gaap:StateAndLocalJurisdictionMember2020-12-31 0001160958us-gaap:ForeignCountryMemberiphi:TaxAuthorityTaiwanMember2020-12-31 0001160958us-gaap:ForeignCountryMemberus-gaap:HerMajestysRevenueAndCustomsHMRCMember2020-12-31 0001160958us-gaap:DomesticCountryMemberus-gaap:ResearchMember2020-12-31 0001160958us-gaap:StateAndLocalJurisdictionMemberus-gaap:ResearchMember2020-12-31 0001160958us-gaap:ForeignCountryMemberus-gaap:CanadaRevenueAgencyMember2020-12-31 0001160958us-gaap:ForeignCountryMemberus-gaap:CanadaRevenueAgencyMemberus-gaap:ResearchMember2020-12-31 0001160958iphi:CortinaSystemsIncMemberus-gaap:DomesticCountryMember2020-12-31 0001160958iphi:CortinaSystemsIncMemberus-gaap:StateAndLocalJurisdictionMember2020-12-31 0001160958iphi:ClariPhyCommunicationsIncMemberus-gaap:DomesticCountryMember2020-12-31 0001160958iphi:ClariPhyCommunicationsIncMemberus-gaap:StateAndLocalJurisdictionMember2020-12-31 0001160958iphi:EsiliconMemberus-gaap:DomesticCountryMember2020-12-31 0001160958iphi:EsiliconMemberus-gaap:StateAndLocalJurisdictionMember2020-12-31 0001160958iphi:CortinaSystemsIncMemberus-gaap:DomesticCountryMemberus-gaap:ResearchMember2020-12-31 0001160958iphi:CortinaSystemsIncMemberus-gaap:StateAndLocalJurisdictionMemberus-gaap:ResearchMember2020-12-31 0001160958us-gaap:ForeignCountryMemberus-gaap:InlandRevenueSingaporeIRASMember2020-01-012020-12-31 0001160958us-gaap:ForeignCountryMemberus-gaap:InlandRevenueSingaporeIRASMember2019-01-012019-12-31 0001160958us-gaap:ForeignCountryMemberus-gaap:InlandRevenueSingaporeIRASMember2018-01-012018-12-31 0001160958us-gaap:ForeignCountryMemberiphi:VietnamTaxDepartmentMember2020-01-012020-12-31 0001160958us-gaap:ForeignCountryMember2020-01-012020-12-31 0001160958us-gaap:ForeignCountryMember2019-01-012019-12-31 0001160958us-gaap:ForeignCountryMember2018-01-012018-12-31 0001160958us-gaap:EmployeeStockOptionMember2020-01-012020-12-31 0001160958us-gaap:EmployeeStockOptionMember2019-01-012019-12-31 0001160958us-gaap:EmployeeStockOptionMember2018-01-012018-12-31 0001160958us-gaap:RestrictedStockUnitsRSUMember2020-01-012020-12-31 0001160958us-gaap:RestrictedStockUnitsRSUMember2019-01-012019-12-31 0001160958us-gaap:RestrictedStockUnitsRSUMember2018-01-012018-12-31 0001160958us-gaap:ConvertibleDebtSecuritiesMember2020-01-012020-12-31 0001160958us-gaap:ConvertibleDebtSecuritiesMember2019-01-012019-12-31 0001160958us-gaap:ConvertibleDebtSecuritiesMember2018-01-012018-12-31 0001160958us-gaap:RestrictedStockUnitsRSUMember2020-01-012020-12-31 0001160958us-gaap:RestrictedStockUnitsRSUMember2019-12-31 0001160958us-gaap:RestrictedStockUnitsRSUMember2020-12-31 0001160958us-gaap:PerformanceSharesMember2020-01-012020-12-31 0001160958us-gaap:PerformanceSharesMember2020-12-31 0001160958iphi:MarketValueStockUnitsMember2018-01-012018-01-31 0001160958iphi:MarketValueStockUnitsMembersrt:MinimumMember2018-01-012018-01-31 0001160958iphi:MarketValueStockUnitsMembersrt:MaximumMember2018-01-012018-01-31 0001160958iphi:MarketValueStockUnitsMember2020-01-012020-12-31 0001160958iphi:MarketValueStockUnitsMembersrt:ExecutiveOfficerMember2020-12-012020-12-31 0001160958us-gaap:CommonStockMembersrt:ExecutiveOfficerMember2020-12-012020-12-31 0001160958iphi:MarketValueStockUnitsMember2020-02-012020-02-28 0001160958iphi:MarketValueStockUnitsMembersrt:MinimumMember2020-02-012020-02-28 0001160958iphi:MarketValueStockUnitsMembersrt:MaximumMember2020-02-012020-02-28 0001160958iphi:TwoYearTermMarketValueStockUnitsMember2020-01-012020-12-31 0001160958iphi:ThreeYearTermMarketValueStockUnitsMember2020-01-012020-12-31 0001160958iphi:EmployeeStockPurchasePlanMember2011-12-012011-12-31 0001160958iphi:EmployeeStockPurchasePlanMember2020-01-012020-12-31 0001160958iphi:EmployeeStockPurchasePlanMember2019-01-012019-12-31 0001160958iphi:EmployeeStockPurchasePlanMember2018-01-012018-12-31 0001160958us-gaap:MoneyMarketFundsMember2020-12-31 0001160958us-gaap:FairValueInputsLevel1Memberus-gaap:MoneyMarketFundsMember2020-12-31 0001160958us-gaap:FairValueInputsLevel2Memberus-gaap:MoneyMarketFundsMember2020-12-31 0001160958us-gaap:FairValueInputsLevel1Memberus-gaap:CommercialPaperMember2020-12-31 0001160958us-gaap:FairValueInputsLevel2Memberus-gaap:CommercialPaperMember2020-12-31 0001160958us-gaap:MunicipalBondsMember2020-12-31 0001160958us-gaap:FairValueInputsLevel1Memberus-gaap:MunicipalBondsMember2020-12-31 0001160958us-gaap:FairValueInputsLevel2Memberus-gaap:MunicipalBondsMember2020-12-31 0001160958us-gaap:FairValueInputsLevel1Memberus-gaap:CorporateDebtSecuritiesMember2020-12-31 0001160958us-gaap:FairValueInputsLevel2Memberus-gaap:CorporateDebtSecuritiesMember2020-12-31 0001160958us-gaap:FairValueInputsLevel1Memberus-gaap:AssetBackedSecuritiesMember2020-12-31 0001160958us-gaap:FairValueInputsLevel2Memberus-gaap:AssetBackedSecuritiesMember2020-12-31 0001160958us-gaap:FairValueInputsLevel1Member2020-12-31 0001160958us-gaap:FairValueInputsLevel2Member2020-12-31 0001160958us-gaap:MoneyMarketFundsMember2019-12-31 0001160958us-gaap:FairValueInputsLevel1Memberus-gaap:MoneyMarketFundsMember2019-12-31 0001160958us-gaap:FairValueInputsLevel2Memberus-gaap:MoneyMarketFundsMember2019-12-31 0001160958us-gaap:FairValueInputsLevel1Memberus-gaap:CommercialPaperMember2019-12-31 0001160958us-gaap:FairValueInputsLevel2Memberus-gaap:CommercialPaperMember2019-12-31 0001160958us-gaap:MunicipalBondsMember2019-12-31 0001160958us-gaap:FairValueInputsLevel1Memberus-gaap:MunicipalBondsMember2019-12-31 0001160958us-gaap:FairValueInputsLevel2Memberus-gaap:MunicipalBondsMember2019-12-31 0001160958us-gaap:FairValueInputsLevel1Memberus-gaap:USTreasurySecuritiesMember2019-12-31 0001160958us-gaap:FairValueInputsLevel2Memberus-gaap:USTreasurySecuritiesMember2019-12-31 0001160958us-gaap:FairValueInputsLevel1Memberus-gaap:CorporateDebtSecuritiesMember2019-12-31 0001160958us-gaap:FairValueInputsLevel2Memberus-gaap:CorporateDebtSecuritiesMember2019-12-31 0001160958us-gaap:FairValueInputsLevel1Memberus-gaap:AssetBackedSecuritiesMember2019-12-31 0001160958us-gaap:FairValueInputsLevel2Memberus-gaap:AssetBackedSecuritiesMember2019-12-31 0001160958us-gaap:FairValueInputsLevel1Memberus-gaap:CertificatesOfDepositMember2019-12-31 0001160958us-gaap:FairValueInputsLevel2Memberus-gaap:CertificatesOfDepositMember2019-12-31 0001160958us-gaap:FairValueInputsLevel1Member2019-12-31 0001160958us-gaap:FairValueInputsLevel2Member2019-12-31 0001160958country:CN2020-01-012020-12-31 0001160958country:CN2019-01-012019-12-31 0001160958country:CN2018-01-012018-12-31 0001160958country:US2020-01-012020-12-31 0001160958country:US2019-01-012019-12-31 0001160958country:US2018-01-012018-12-31 0001160958country:TH2020-01-012020-12-31 0001160958country:TH2019-01-012019-12-31 0001160958country:TH2018-01-012018-12-31 0001160958iphi:OtherCountryMember2020-01-012020-12-31 0001160958iphi:OtherCountryMember2019-01-012019-12-31 0001160958iphi:OtherCountryMember2018-01-012018-12-31 0001160958us-gaap:NonUsMember2020-12-31 0001160958us-gaap:NonUsMember2019-12-31 0001160958iphi:MaskMember2020-12-31 0001160958us-gaap:IndemnificationGuaranteeMember2020-12-31 0001160958us-gaap:IndemnificationGuaranteeMember2019-12-31 0001160958iphi:MarvellTechnologyGroupLtdMember2020-10-29 00011609582020-10-29 0001160958iphi:MarvellTechnologyGroupLtdMember2020-10-292020-10-29 0001160958iphi:MarvellTechnologyGroupLtdMember2020-10-292020-10-29 0001160958us-gaap:RestrictedStockUnitsRSUMemberus-gaap:ShareBasedPaymentArrangementEmployeeMemberus-gaap:SubsequentEventMember2021-02-012021-02-25 00011609582020-01-012020-03-31 00011609582020-04-012020-06-30 00011609582020-07-012020-09-30 00011609582020-10-012020-12-31 00011609582019-01-012019-03-31 00011609582019-04-012019-06-30 00011609582019-07-012019-09-30 00011609582019-10-012019-12-31 0001160958us-gaap:ConvertibleDebtMember2020-01-012020-12-31

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Form 10-K

(Mark One)
☑	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2020
Or
☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission file number 001-34942

Inphi Corporation

(Exact Name of Registrant as Specified in Its Charter)

Delaware		77-0557980
(State or Other Jurisdiction of Incorporation or Organization)		(I.R.S. Employer Identification No.)

110 Rio Robles

San Jose, California 95134

(Address of Principal Executive Offices) (Zip Code)

Registrant’s telephone number, including area code: (408) 217-7300

Securities registered pursuant to Section 12(b) of the Act:

Title of Class	Trading Symbol(s)	Name of Exchange on Which Registered

Common Stock, $0.001 par value	IPHI	The Nasdaq Global Select Market

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☑ No ☐

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☑

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 ☑ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted 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 such files). Yes ☑ No ☐

Table of Contents

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

Large accelerated filer ☑

Accelerated filer ☐

Non-accelerated filer ☐

Smaller reporting company ☐

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☑

Indicate by check mark whether the registrant is a shell company (as defined in Exchange Act Rule 12b-2). Yes ☐ No ☑

As of June 30, 2020, the aggregate market value of the Registrant’s common stock held by non-affiliates of the Registrant was approximately $6.1 billion, based on the closing price of $117.50 per share of common stock as reported on the New York Stock Exchange for June 30, 2020.

The total number of shares outstanding of the Registrant’s common stock, $0.001 par value per share, as of February 22, 2021 was 53,608,372.

DOCUMENTS INCORPORATED BY REFERENCE

Items 10 (as to directors and Delinquent Section 16(a) Reports (if any)), 11, 12, 13 and 14 of Part III of this Annual Report on Form 10-K incorporates by reference certain information from the registrant’s definitive proxy statement for the 2021 Annual Meeting of Stockholders to be filed no later than 120 days after the conclusion of the registrant’s fiscal year ended December 31, 2020.

Table of Contents

INPHI CORPORATION

ANNUAL REPORT ON FORM 10-K

FOR THE FISCAL YEAR ENDED December 31, 2020

TABLE OF CONTENTS

		Page

Note Regarding COVID-19		1
Summary Risk Factors		2
PART I
Item 1.	Business		3
Item 1A.	Risk Factors		10
Item 1B.	Unresolved Staff Comments		30
Item 2.	Properties		30
Item 3.	Legal Proceedings		30
Item 4.	Mine Safety Disclosures		30

PART II
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities		31
Item 6.	Selected Financial Data		33
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		35
Item 7A.	Quantitative and Qualitative Disclosures about Market Risk		49
Item 8.	Financial Statements and Supplementary Data		50
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure		87
Item 9A.	Controls and Procedures		87
Item 9B.	Other Information		87

PART III
Item 10.	Directors, Executive Officers and Corporate Governance		87
Item 11.	Executive Compensation		88
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters		88
Item 13.	Certain Relationships and Related Transactions, and Director Independence		88
Item 14.	Principal Accountant Fees and Services		88

PART IV
Item 15.	Exhibits, Financial Statement Schedules		88
Item 16.	Form 10-K Summary		94

Table of Contents

NOTE REGARDING COVID-19

In March 2020, the World Health Organization declared the outbreak of coronavirus first reported in Wuhan, China (“COVID-19”), a pandemic, and the virus continues to spread in areas where we operate and sell our products and services. Several public health organizations have recommended, and many local governments have implemented, certain measures to slow and limit the transmission of the virus, including shelter in place and social distancing ordinances, which has resulted in a significant deterioration of economic conditions in many of the countries in which we operate.

The spread of the COVID-19 virus has caused us to modify our business practices, including implementing work-from-home policies and restricting travel by our employees, among other things. In response to the outbreak of COVID-19, we have taken the following measures to date:

●

Implemented work-from-home and social distancing policies throughout our organization;

●

Suspended all company travel;

●

Issued $506.0 million in convertible senior notes due 2025 in a private placement to provide additional liquidity;

●

Expanded internet capacity at multiple global sites to enable work from home connectivity to our internal networks;

●

Significantly increased the level of donations and planned contributions by year end towards COVID-19 medical support, supplies, and to abate hunger; and

●

Analyzed supply chain and enabled, in some situations, alternative sources and inventory movements to reduce supply chain risk.

COVID-19 has had a significant impact on the global economy, including accelerating a shift to cloud computing and driving a sharp increase in demand for bandwidth. While we expect our business to continue to be favorably impacted by these phenomena, given the dynamic nature of COVID-19, we have considered its impact when developing our estimates and assumptions. Actual results and outcomes may differ from our estimates and assumptions. Additionally, while the impact of the pandemic may increase demand for our products either in the short-term or in the long-term, it may also adversely affect our ability to meet that demand, as measures taken in response to the pandemic may affect the operations of our suppliers and customers, as their own workforces are disrupted. As a result, our supply chain may be interrupted, and we may experience delays in the delivery of our product.

The impact of the pandemic on our business, as well as the business of our suppliers and customers, and the additional measures that may be needed in the future in response to it, will depend on many factors beyond our control and knowledge. We will monitor the situation to determine what actions may be necessary or appropriate to address the impact of the pandemic, which may include actions mandated or recommended by federal, state or local authorities.

Table of Contents

Summary Risk Factors

Our business is subject to varying degrees of risk and uncertainty. Investors should consider the risks and uncertainties summarized below, as well as the risks and uncertainties discussed in Part I, Item 1A. “Risk Factors” of this Annual Report on Form 10-K. Additional risks not presently known to us or that we currently deem immaterial may also affect us. If any of these risks occur, our business, financial condition or results of operations could be materially and adversely affected.

●

Our revenue and operating results can fluctuate from period to period, which could cause our share price to fluctuate.

	●	We incurred net losses in the past. We may incur net losses in the future.

	●	More than half our business is conducted internationally. Changes in current or future laws or regulations or the imposition of new laws or regulations, including new or changed tax regulations, environmental laws, export control laws, anti-corruption laws and conflict minerals rules or new interpretations thereof, by federal or state agencies or foreign governments could impair our ability to compete in international markets.

●

We depend on a limited number of customers for a substantial portion of our revenue, and the loss of, or a significant reduction in sales to, one or more of our major customers could negatively impact our revenue and operating results. In addition, if we offer more favorable prices to attract or retain customers, our average selling prices and gross margins would decline.

●

We do not have long-term purchase commitments from our customers and if our customers cancel or change their purchase commitments, our revenue and operating results could suffer.

●

We may face claims of intellectual property infringement, which could be time-consuming, costly to defend or settle and result in the loss of significant rights and which could harm our relationships with our customers and distributors.

●

Winning business is subject to lengthy competitive selection processes that require us to incur significant expenditures prior to generating any revenue or without any guarantee of any revenue related to this business. Even if we begin a product design, a customer may decide to cancel or change its product plans, which could cause us to generate no revenue from a product. If we fail to generate revenue after incurring substantial expenses to develop our products, our business and operating results would suffer.

●

Our customers require our products and our third-party contractors to undergo a lengthy and expensive qualification process which does not assure product sales. If we are unsuccessful or delayed in qualifying any of our products with a customer, our business and operating results would suffer.

●

The complexity of our products could result in undetected defects and we may be subject to warranty claims and product liability, which could result in a decrease in customers and revenue, unexpected expenses and loss of market share. In addition, our product liability insurance may not adequately cover our costs arising from product defects or otherwise.

●

We rely on our relationships with industry and technology leaders to enhance our product offerings and our inability to continue to develop or maintain such relationships in the future would harm our ability to remain competitive.

●

If we fail to accurately anticipate and respond to market trends or fail to develop and introduce new or enhanced products to address these trends on a timely basis, our ability to attract and retain customers could be impaired and our competitive position could be harmed.

●

If sufficient market demand for 100G/200G/400G/800G solutions does not develop or develops more slowly than expected, or if we fail to accurately predict market requirements or market demand for 100G/200G/400G/800G solutions, our business, competitive position and operating results would suffer.

●

Our target markets may not grow or develop as we currently expect and are subject to market risks including new competition, any of which could materially harm our business, revenue and operating results.

●

We rely on a limited number of third parties to manufacture, assemble and test our products, and the failure to manage our relationships with our third-party contractors successfully could adversely affect our ability to market and sell our products and our reputation. Further, any problems the third parties may have which are outside of our control may also affect our ability to deliver products. Our revenue and operating results would suffer if these third parties fail to deliver products or components in a timely manner and at reasonable cost or if manufacturing capacity is reduced or eliminated as we may be unable to obtain alternative manufacturing capacity.

●

Our costs may increase substantially if the wafer foundries that supply our products do not achieve satisfactory product yields or quality.

●

We do not have any long-term supply contracts with our contract manufacturers or suppliers, and any disruption in our supply of products or materials could have a material adverse effect on our business, revenue and operating results.

●

Many of our customers depend on us as the sole source for a number of our products. If we are unable to deliver these products as the sole supplier or as one of a limited number of suppliers, our relationships with these customers and our business would suffer.

●

Our proposed acquisition by Marvell Technology Group Ltd., a Bermuda exempted company (“Marvell”) is subject to a number of conditions beyond our control. Failure to complete the acquisition could materially and adversely affect our future business, results of operations, financial condition and stock price.

●

The ongoing effects of the COVID-19 pandemic could disrupt our business or the business of our customers or suppliers, and as such, may adversely affect our financial condition.

Table of Contents

PART I

Item 1.

Business

This report contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. When used in this report, the terms “may,” “might,” “will,” “objective,” “intend,” “should,” “could,” “can,” “would,” “expect,” “believe,” “estimate,” “predict,” “potential,” “plan,” “anticipate,” “seek,” “future,” “strategy,” “likely,” or the negative of these terms, and similar expressions are intended to identify forward-looking statements. These statements include statements regarding the potential benefits of the proposed acquisition by Marvell of us, including future financial and operating results, plans, objectives, expectations and intentions, the impact of the COVID-19 pandemic (including any changes in laws or regulations in reaction to same) on our personnel, on our suppliers, and on our customers and their respective end markets, our anticipated trends and challenges in our business and the markets in which we operate, including the market for 25G to 600G high-speed analog and mixed signal semiconductor solutions, our competitive position, demand for our current products, our plans for future products and anticipated features and benefits thereof, expansion of our product offerings and business activities, our plans to expand international operations, enhancements of existing products, the benefits of outsourcing, our ability to forecast demand and its effects, the impact of U.S. government export restrictions on Huawei, our acquisitions and investments in other companies or technologies, including our acquisitions of eSilicon Corporation and Arrive Technologies, Inc. and the anticipated benefits thereof, critical accounting policies and estimates, our expectations regarding our expenses and revenue, sources of revenue, our effective tax rate and tax benefits, the benefits of our products and services, our technological capabilities and expertise, our liquidity position and sufficiency thereof, including our anticipated cash needs and uses of cash, our ability to generate cash, our operating and capital expenditures and requirements and our needs for additional financing and potential consequences thereof, expectations regarding settlement of convertible notes, repatriation of cash balances from our foreign subsidiaries, our contractual obligations, our anticipated growth and growth strategies, including growing our end customer base, interest rate sensitivity, adequacy of our disclosure controls, and our legal proceedings and warranty claims. These forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by these or any other forward-looking statements. These risks and uncertainties include, but are not limited to, risks related to the satisfaction of the conditions to closing the acquisition by Marvell of us (including the failure to obtain necessary regulatory and stockholder approvals) in the anticipated timeframe or at all, risks related to the ability to realize the anticipated benefits of the acquisition, including the possibility that the expected benefits to the combined company from the proposed acquisition will not be realized or will not be realized within the expected time period, disruption from the transaction making it more difficult to maintain business, contractual and operational relationships, the unfavorable outcome of any legal proceedings that have been or may be instituted against Marvell, us or the combined company, the ability to retain key personnel, negative effects of this announcement or the consummation of the proposed acquisition on the market price of the capital stock of us or Marvell, and on our and Marvell’s operating results, risks relating to the value of the HoldCo Common Stock (as defined below) to be issued in the transaction, significant transaction costs, fees, expenses and charges, unknown liabilities, the risk of litigation and/or regulatory actions related to the proposed acquisition, the occurrence of any event, change or other circumstances that could give rise to the termination of the merger agreement, the impact of the COVID-19 pandemic, factors affecting our results of operations, our ability to manage our growth, our ability to sustain or increase profitability, demand for our solutions, the effect of changes in average selling prices for our products, our ability to compete, our ability to rapidly develop new technology and introduce new products, our ability to safeguard our intellectual property, our ability to qualify for tax holidays and incentives, trends in the semiconductor industry and fluctuations in general economic conditions, the risks set forth throughout this report, including the risks set forth under Part I, “Item 1A. Risk Factors.” Readers are cautioned not to place undue reliance on these forward-looking statements, which are based on current expectations and reflect management's opinions only as of the date hereof. These forward-looking statements speak only as of the date of this report. We do not intend to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in our expectations with regard thereto or any changes in events, conditions or circumstances on which any such statement is based, unless otherwise required by law.

All references to “Inphi,” “we,” “us” or “our” mean Inphi Corporation.

Inphi®, iKON™, InphiNityCore™, Canopus™, ColorZ®, ColorZ-Lite™, iMB™, OmniConnect™, Polaris™, Tri-rate®, Vega™, M200 LightSpeed-III™, Porrima™, Capella™, Spica™, Alcor™ and the Inphi logo are among the trademarks, registered trademarks, or service marks owned by Inphi.

Overview

COVID-19

In March 2020, the World Health Organization declared the COVID-19 outbreak a pandemic, and the virus continues to spread in areas where we operate and sell our products and services. Several public health organizations have recommended, and many local governments have implemented, certain measures to slow and limit the transmission of the virus, including shelter in place and social distancing ordinances, which has resulted in a significant deterioration of economic conditions in many of the countries in which we operate.

The impact of COVID-19 and the related disruptions caused to the global economy and our business did not have a material adverse impact on our business during the year ended December 31, 2020. During the year ended December 31, 2020, COVID-19 had a significant impact on the global economy, including accelerating the shift to cloud computing and driving a sharp increase in demand for bandwidth. Our operating results for the year ended December 31, 2020 were not significantly affected by the COVID-19 pandemic. However, the spread of the COVID-19 virus caused us to modify our business practices, including implementing work-from-home policies and restricting travel by our employees. We also took certain actions in response to the pandemic, which are set forth above in “Note Regarding COVID-19.”

Looking forward, we believe that our business will continue to be favorably impacted by the increased demand for bandwidth caused by the impact of the COVID-19 pandemic, however, given the dynamic nature of COVID-19, we have considered its impact when developing our estimates and assumptions. Actual results and outcomes may differ from our estimates and assumptions. Additionally, while the impact of the pandemic may increase demand for our products either in the short-term or in the long-term, it may also adversely affect our ability to meet that demand, as measures taken in response to the pandemic may affect the operations of our suppliers and customers, as their own workforces are disrupted. As a result, our supply chain may be interrupted and we may experience delays in the delivery of our product. The impact of the pandemic on the global economy and on our business, as well as on the business of our suppliers and customers, and the additional measures that may be needed in the future in response to it, will depend on many factors beyond our control and knowledge. We will monitor the situation to determine what actions may be necessary or appropriate to address the impact of the pandemic, which may include actions mandated or recommended by federal, state or local authorities.

Table of Contents

Our Company

In January 2020, we completed the acquisition of eSilicon Corporation (“eSilicon”) for approximately $214.6 million. A portion of the consideration has been placed in an escrow fund for up to 12 months (or up to 36 months in certain circumstances) following the closing for the satisfaction of certain indemnification obligations. We acquired eSilicon to accelerate our roadmap in developing electro-optics solutions for cloud and telecommunications customers.

In May 2020, we purchased certain assets and rights of Arrive Technologies, Inc. ("Arrive") for approximately $20.1 million. A portion of the consideration was withheld for 12 months following the closing for the satisfaction of certain potential indemnification claims. We acquired Arrive for the expansion of our presence into strategic geographic regions for talent acquisition.

In April 2020, we issued $506.0 million aggregate principal amount of our 0.75% Convertible Senior Notes due 2025 in a private placement. We also repurchased some of our Convertible Notes 2015 and Convertible Notes 2016 during the year ended December 31, 2020.

We leverage our proprietary high-speed analog and mixed signal processing expertise and our deep understanding of system architectures to address data bottlenecks in current and emerging communications, enterprise network, computing and storage architectures. We develop these solutions as a result of our competitive strengths, including our system-level simulation capabilities, analog design expertise, strong relationships with industry leaders, extensive broad process technology experience and high-speed package modeling and design expertise. We use our core technology and strength in high-speed analog design to enable our customers to deploy next generation communications systems that operate with high performance at high-speed. We believe we are at the forefront of developing semiconductor solutions that deliver up to multi-Terabit speeds throughout the network infrastructure, including core, metro and the cloud.

We have ongoing, informal collaborative discussions with industry and technology leaders in Tier-1 cloud providers, telecom operators, network system original equipment manufacturers (OEMs) and optical module and component vendors to design architectures and products that solve bandwidth bottlenecks in existing and next generation communications systems. Although we generally do not have any formal collaboration agreements with these entities, we often engage in informal discussions with these entities with respect to anticipated technological challenges, next generation customer requirements and industry conventions and standards. We help define industry conventions and standards within the markets we target by collaborating with technology leaders, OEMs systems manufacturers and standards bodies. Our products are designed into systems sold by OEMs, including Tier-1 OEMs in the telecom and networking system markets worldwide. We believe we are one of a limited number of suppliers to these OEMs for the type of products we sell, and in some cases we may be the sole supplier for certain applications. We sell both directly to these OEMs and to other intermediary systems or module manufacturers that, in turn, sell to these OEMs.

Pending Merger with Marvell Technology Group Ltd. (“Marvell”)

On October 29, 2020, we entered into an Agreement and Plan of Merger and Reorganization (the “Merger Agreement”) with Marvell Technology Group Ltd., a Bermuda exempted company (“Marvell”), Maui HoldCo, Inc., a Delaware corporation and a wholly-owned subsidiary of Marvell (“HoldCo”), Maui Acquisition Company Ltd, a Bermuda exempted company and a wholly-owned subsidiary of HoldCo (“Bermuda Merger Sub”), and Indigo Acquisition Corp., a Delaware corporation and a wholly-owned subsidiary of HoldCo (“Delaware Merger Sub”), pursuant to which, subject to the terms and conditions of the Merger Agreement, Bermuda Merger Sub will merge with and into Marvell, with Marvell surviving the merger as a wholly-owned subsidiary of HoldCo (the “Bermuda Merger”), followed immediately by the merger of Delaware Merger Sub with and into Inphi, with Inphi surviving the merger as a wholly-owned subsidiary of HoldCo (the “Delaware Merger” and, together with the Bermuda Merger, the “Mergers”). The Mergers will result in a combined company domiciled in the United States, with Marvell shareholders owning approximately 83% of the combined company, and our stockholders owning approximately 17% of the combined company.

Pursuant to the Merger Agreement, and upon the terms and subject to the conditions described therein, (i) at the effective time of the Bermuda Merger, all issued and outstanding common shares of Marvell (other than shares held by Marvell in Marvell’s treasury or held by HoldCo, Bermuda Merger Sub or any other subsidiary of Marvell) will be automatically converted into the right to receive one share of common stock of HoldCo (“HoldCo Common Stock”) and (ii) at the effective time of the Delaware Merger, all outstanding shares of our common stock (other than (x) shares held by us (or held in our treasury) or held by Marvell, Delaware Merger Sub or any other subsidiary of Marvell or held, directly or indirectly, by any of our subsidiaries or (y) shares with respect to which appraisal rights are properly exercised and not withdrawn under Delaware law) will be automatically converted into the right to receive 2.323 shares of HoldCo Common Stock and $66.0 in cash per share, without interest, plus cash in lieu of any fractional shares of HoldCo Common Stock.

The Merger Agreement contains customary representations and warranties of Marvell and us relating to their and our respective businesses and public filings, in each case generally subject to a materiality and “Material Adverse Effect” qualifiers. Additionally, the Merger Agreement provides for customary pre-closing covenants of us, including a covenant to conduct its business in the ordinary course in all material respects and in accordance with past practice and to refrain from taking certain actions without Marvell’s consent. We have agreed not to solicit proposals, provide information to third parties, or enter into discussions, relating to alternative transaction proposals, or recommend or enter into agreements relating to certain specified alternative transactions, subject, to certain exceptions that would permit us to consider and recommend certain superior proposals if the failure to do so would be inconsistent with our board of directors’ fiduciary duties, or to terminate the Merger Agreement to accept certain superior proposals if the failure to do so would be inconsistent with our board of directors fiduciary duties.

Consummation of the Mergers is subject to various conditions, including, among others, (a) adoption of the Merger Agreement by our stockholders; (b) the approval of the Bermuda Merger by Marvell’s shareholders; (c) the effectiveness of a registration statement on Form S-4 filed with the SEC by HoldCo in connection with the issuance of HoldCo Common Stock in the Mergers; (d) the approval of the listing of HoldCo Common Stock on The Nasdaq Stock Market LLC; and (e) the expiration of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and certain other regulatory clearances. The obligation of each party to consummate the Mergers is also conditioned upon the other party’s representations and warranties being true and correct (subject to certain materiality exceptions), the other party having performed in all material respects its covenants and obligations under the Merger Agreement and the absence of a “Material Adverse Effect” on the other party (as defined in the Merger Agreement).

The Merger Agreement also provides the parties with rights to terminate the Merger Agreement in certain circumstances, including if the Mergers have not been consummated by June 29, 2021 (which may be extended up to March 1, 2022 in order to satisfy certain regulatory closing conditions), if either party fails to obtain the necessary approvals for the Mergers from its stockholders, or if there is an order permanently restraining, enjoining, or otherwise prohibiting either Merger.

If the Merger Agreement is terminated under certain circumstances, an alternative acquisition proposal had previously been made with respect to us, and within 12 months of the termination of the Merger Agreement, we enter into a definitive agreement for certain extraordinary corporate transactions or completes any such transaction, we would be obligated to pay Marvell a fee equal to $300.0 million. We would also be obligated to pay this fee if the Merger Agreement is terminated because of certain triggering events by us, including our board of directors changing or withdrawing its recommendation regarding the Mergers, or failing to reaffirm its’ support for the Mergers in certain circumstances. Additionally, we would be obligated to pay this fee if we elect to terminate the Merger Agreement to enter into certain superior acquisition transactions.

If the Merger Agreement is terminated because of certain triggering events by Marvell, including Marvell’s board of directors changing or withdrawing its recommendation regarding the Mergers, or failing to reaffirm its support for the Mergers in certain circumstances, Marvell would be obligated to pay us a fee equal to $400.0 million. Marvell would also be obligated to pay this fee if it elects to terminate the Merger Agreement to enter into certain superior acquisition transactions. Additionally, if the Merger Agreement is terminated due to failure to receive certain regulatory approvals or because of the existence of certain government orders or litigations, Marvell would be obligated to pay us a fee equal to $460.0 million.

If the Merger Agreement is terminated due to the failure to obtain our stockholder approval or Marvell’s shareholder approval, the party whose stockholders did not approve the transaction will be obligated to reimburse the other party for its fees, costs and other expenses related to the Merger Agreement (including legal fees, financial advisory fees, and consultant fees), up to a maximum of $25.0 million.

In connection with the Mergers, Marvell delivered to us a copy of (i) an executed 364-day bridge facility commitment letter, dated as of October 29, 2020, among Marvell, HoldCo and JPMorgan Chase Bank, N.A. (“JPMorgan”) and (ii) an executed facilities commitment letter, dated as of October 29, 2020, among Marvell, HoldCo and JPMorgan, pursuant to which JPMorgan has committed, subject to customary conditions, to lend initially to Marvell and on and after the closing date of the Mergers, HoldCo, up to $4,000.0 million of bridge and term loans for the purpose of funding the Mergers on the closing date (the “Debt Financing”). Marvell’s obligations pursuant to the Merger Agreement are not conditioned on Marvell obtaining the Debt Financing.

Table of Contents

Our Business

Our semiconductor solutions leverage our deep understanding of high-speed analog and mixed signal processing and our system architecture knowledge to address data bottlenecks in current and emerging network and cloud architectures. We design and develop our products for the communications and computing markets, which typically have two to three year design cycles, and product life cycles of five or more years. We believe our leadership position in developing high-speed analog and mixed signal semiconductors is a result of the following core strengths:

•

System-Level Simulation Capabilities. We design our high-speed analog and mixed signal semiconductor solutions to be critical components in complex systems. In order to understand and solve system problems, we work closely with systems vendors to develop proprietary component, channel and system simulation models. We use these proprietary simulation and validation tools to accurately predict system performance prior to fabricating the semiconductor or alternatively, to identify and optimize critical semiconductor parameters to satisfy customer system requirements. We use these simulation and validation capabilities to reduce our customers’ time to market and engineering investments, thus enabling us to establish differentiated design relationships with our customers.

•

Analog Design Expertise. We believe that we are a leader in developing broadband analog and mixed signal semiconductors operating at high frequencies of up to 100 GHz. High-speed analog circuit design is extremely challenging because, as frequencies increase, semiconductors are increasingly sensitive to temperature, power supply noise, process variation and interaction with neighboring circuit elements. Development of components that work robustly at high frequencies requires an understanding of analog circuit design, including electromagnetic theory and practical experience in implementation and testing. Our analog design expertise has enabled us to design and commercially ship several first in the world technologies including the first 100G linear transimpedance amplifier (TIA) and the first 400G linear modulator driver that is deployed in volume globally in telecommunications networking infrastructures. We launched the world’s first 50/100/200/400G/800G 4-level Pulse Amplitude Modulation (PAM4) interconnect ICs for cloud interconnects. The chipset solution included multiple variants of the PAM4 PHY IC based on a highly adaptable and scalable InphiNityCore™ digital signal processing (DSP) engine and the OmniConnect™ transmitter for copper and optics media along with a companion linear TIA for Nx50G PAM4 interfaces.

•

Silicon Photonics Design Expertise. We have developed deep expertise in Silicon photonics (Sipho) and successfully commercialized the world first 100G dense wavelength division multiplexing (DWDM) Sipho-based solutions that consumes as little as 4.5W of power versus alternate solutions at 25W. This Sipho-based solution has been deployed in high volume at a Tier-1 cloud vendor and continues to gain market acceptance at Tier-1 OEMs for the enterprise and internet exchange customers.

•

DSP Design Expertise. Our DSP algorithm engineers and digital designers are experts on low-power and low-latency DSP designs for equalization, estimation, clock recovery, carrier recovery, forward error correction, and coded modulation enabling the highest performance PAM4 and higher-order-modulation serdes, optical interconnects, and coherent modems. Our low-power and low-latency DSP application-specific integrated circuit provides a critical advantage for small-form factor pluggable modules, on board optics, in package optics or any other highly integrated electrical or electro-optical communication systems for high speed data center interconnect and fiber optic telecom networks.

•

Strong Relationships with Industry Leaders. We develop many of our high-speed analog and mixed signal semiconductor solutions for applications and systems that are driven by industry leaders in the communications and cloud markets. Through our established relationships with industry leaders, we have repeatedly demonstrated the ability to address their technological challenges. As a result, we are designed into several of their current systems and believe we are well-positioned to develop high-speed analog and mixed signal semiconductor solutions for their emerging architectures. We have ongoing, informal or formal collaborative discussions with communication, networking companies, and cloud companies in Tier-1 cloud providers, telecom operators, network system OEMs and optical module and component vendors to address their next generation 100G and beyond 100G efforts. Specifically, we engage in informal discussions with these entities with respect to anticipated technological challenges, next generation customer requirements and industry conventions and standards. As a result of our development efforts with industry leaders, we help define industry conventions and standards within the markets we target by collaborating with technology leaders, OEMs and systems manufacturers, as well as standards bodies such as the Institute of Electrical and Electronic Engineers (IEEE) and the Optical Internetworking Forum (OIF) to establish industry standards.

•

Broad Process Technology. We employ process technology experts, device technologists and circuit designers who have extensive experience in many process technologies including CMOS, SiGe, Silicon photonics (Sipho) and III-V technologies such as gallium arsenide or indium phosphide. We have developed specific internal models and design kits for each process to support a uniform design methodology across all of our semiconductor solutions. For example, our products using 16 nanometer CMOS technology require development of accurate models for sub-circuits such as integrated phase lock loops, varactors and inductors. In addition, for Sipho and III-V materials-based processes, in-house model development is a necessity and we believe also provides a substantial competitive advantage because these processes have complex material and device interactions. Combined with our fabless manufacturing strategy, our design expertise, proprietary model libraries and uniform design methodology allow us to use the best possible materials and substrates to design and develop our semiconductor solutions. We believe that our ability to design high-speed analog and mixed signal semiconductors in a wide range of materials and process technologies allows us to provide superior performance, power, cost and reliability for a specific set of market requirements.

•

High-Speed Package Modeling and Design. We have developed deep expertise in high-speed package modeling and design, since introducing the first high-speed 50 GHz MUX and DEMUX product in 2001. At high frequencies, the interaction between an analog device, its package and the external environment can significantly affect product performance. Accurately modeling and developing advanced packaging allows semiconductor solutions to address this challenge. Due to the advanced nature of this work, there is a limited supply of engineers with experience in high-speed package modeling and design, and therefore, this required expertise can be difficult to acquire for companies that have not invested in developing such a skill set. We have developed an infrastructure to simulate electrical, mechanical and thermal properties of devices and packages that we integrate within our semiconductor design process and implement at our third-party packaging providers. Modeling is an inherently iterative process, and since our model libraries are used extensively by our circuit designers, the accuracy and value of these models increases over time. Our current packaging and modeling techniques enable us to deliver semiconductors that are energy efficient, offer high-speed processing and enable advanced signal integrity, all in a small footprint.

We believe that our system-level simulation capabilities, our analog design and broad process technology design capabilities as well as our strengths in packaging enable us to differentiate ourselves by delivering advanced high-speed analog and mixed signal processing solutions. For example, we believe we are the first vendor who has successfully commercialized DSP base 100G Ethernet PHYs running PAM4 standard CMOS process.

Table of Contents

We believe the key benefits that our solutions provide to our customers are as follows:

•

High Performance. Our high-speed analog and mixed signal semiconductor solutions are designed to meet the specific technical requirements of our customers in their respective end markets. In many cases, our close design relationships and deep engineering expertise put us in a position where we are one of a limited group of semiconductor vendors that can provide the necessary solution. For instance, in the broadband communications market, we believe our products achieve the highest signal integrity and attain superior signal transmission distance at required error-free or low error rates.

•

Low Power and Small Footprint. In each of the end markets that we serve, the power budget of the overall system is a key consideration for systems designers. Power consumption greatly impacts system operation cost, footprint and cooling requirements, and is increasingly becoming a point of focus for our customers. We believe that our high-speed analog and mixed signal processing solutions enable our customers to implement system architectures that reduce overall system power consumption. We also believe that, at high frequencies, our high-speed analog and mixed signal semiconductor devices typically consume less power than competitors’ standard designs, which often incorporate power-consuming digital signal processing to perform data transfer functions, thereby further reducing overall system power consumption. In addition, in many of our applications, we are able to design and deliver semiconductors that have a smaller footprint and therefore reduce the overall system size.

•

Faster Time to Market. Our customers compete in markets that require high-speed, reliable semiconductors that can be integrated into their systems as soon as new market opportunities develop. To meet our customers’ time-to-market requirements, we work closely with them early in their design cycles and are actively involved in their development processes. Over the past ten years, we have developed methodologies and simulation environments that accurately predict the behavior of complex integrated circuits within various communications systems. In addition, we have developed an extensive internal library of proven building block circuits such as amplifiers, phase frequency detectors and transmitters that are reused to shorten design cycles and reduce risk.

Products

Our leading edge, high-speed, mixed signal semiconductor solutions equate to the planes, trains and trucks used by physical delivery services to quickly and reliably speed information from place to place.

Our telecommunication solutions are our planes, working across distances of 100s to 1000s kilometers. Products include our coherent transimpedance amplifiers, drivers and DSPs which set the gold standard for leading edge performance, quality, and reliability. Our data center edge interconnect solutions are our trains, delivering a large amount of packages, across 80 km distances. Our ColorZ® is the industry's first 100G DWDM solution in QSFP28 form factor, utilizing advanced silicon photonics and PAM4 modulation, to deliver up to 4Tb/s of bandwidth over a single fiber. Our inside data center interconnects are our trucks, working across hundreds of meters up to kilometers. Our PAM interconnects along with accompanying TIAs and drivers deliver low power, cost effective solutions for cloud and enterprise customers.

As of December 31, 2020, we have a wide range of products in our portfolio, including products that have commercially shipped, products for which we have shipped engineering samples and products under development, that perform a wide range of functions such as amplifying, encoding, multiplexing, demultiplexing, and retiming signals at speeds up to 400 Gbps. These products are key enablers for servers, routers, switches, storage and other equipment that process, store and transport data traffic. We introduced 33 and 22 new products in 2020 and 2019, respectively. We design and develop our products for the communications and computing markets, which typically have two to three year design cycles, and product life cycles as long as five years or more.

We introduced ColorZ® in 2016 and began to ship in commercial volume in 2017. Sales of ColorZ® comprised 13%, 15% and 18% of our total revenue in 2020, 2019 and 2018, respectively. There were no other products that generated more than 10% of our total revenue in 2020, 2019 or 2018.

Table of Contents

Customers

We sell our products directly to OEMs and indirectly to OEMs through module manufacturers, cloud providers, original design manufacturers (ODMs) and sub-systems providers. We work closely with technology leaders to design architectures and products that help solve bandwidth bottlenecks in and between systems. These technology leaders often design our products into reference designs, which they provide to their customers and suppliers. In the networking market, we work closely with OEMs to deliver high performance communication links. These OEMs design our products into their systems and then require their ODM and electronics manufacturing services suppliers to purchase and use that specific product from us. We also work directly with optical module manufacturers to design our products into their modules, which they sell to OEMs.

We work closely with our customers throughout design cycles that often last two to three years and we are able to develop long-term relationships with them as our technology becomes embedded in their products. As a result, we believe we are well-positioned to not only be designed into their current systems, but also to continually develop next generation high-speed analog and mixed signal semiconductor solutions for their future products. During the year ended December 31, 2020, we sold our products to approximately 140 customers.

Sales to customers in Asia accounted for 69%, 64% and 57% of our total revenue in 2020, 2019 and 2018, respectively. Because many of our customers or their OEM manufacturers are located in Asia, we anticipate that a majority of our future revenue will continue to come from sales to that region. Although a large percentage of our sales are made to customers in Asia, we believe that a significant number of the systems designed by these customers and incorporating our semiconductor products are then sold to end-users outside of Asia.

We currently rely, and expect to continue to rely, on a limited number of customers for a significant portion of our revenue. In the year ended December 31, 2020, we believe that sales to Microsoft Corporation (Microsoft) and Innolight Technology (Suzhou) Ltd. (Innolight), directly and indirectly, through subcontractors, accounted for approximately 12% and 14% of our total revenue, respectively, and that our 10 largest direct customers collectively accounted for approximately 65% of our total revenue. We sell products to Cyberlink Electronics Limited (Cyberlink), a distributor who sells to various end customers. Included in the 10 largest direct customers are sales to Cyberlink which accounted for approximately 15% of our total revenue for the year ended December 31, 2020.

In the year ended December 31, 2019, we believe that sales to Microsoft and Huawei Technologies Co., Ltd. (Huawei), directly and indirectly, through subcontractors, accounted for approximately 14% and 11% of our total revenue, respectively, and that our 10 largest direct customers collectively accounted for approximately 70% of our total revenue. We sell products to Fabrinet Co., Ltd. (Fabrinet), a subcontractor who sells to various end customers. Included in the 10 largest direct customers are sales to Fabrinet, which accounted for approximately 11% of our total revenue for the year ended December 31, 2019. In the year ended December 31, 2018, we believe that sales to Microsoft, Huawei, and Cisco Systems, Inc., directly and indirectly, through subcontractors, accounted for approximately 18%, 14% and 11% of our total revenue, respectively, and that our 10 largest direct customers collectively accounted for approximately 74% of our total revenue. Included in the 10 largest direct customers are sales to Cyberlink which accounted for approximately 11% of our total revenue for the year ended December 31, 2018. No other single customer directly or indirectly accounted for more than 10% of our total revenue in 2020, 2019 or 2018.

Sales and Marketing

Our design cycle from initial engagement to volume shipment is typically two to three years, with product life cycles in the markets we serve ranging from five to 10 years or more. For many of our products, early engagement with our customers’ technical staff is necessary for success. To ensure an adequate level of early engagement, our application and development engineers work closely with our customers to identify and propose solutions to their systems challenges.

In addition to our direct customers, we work closely with technology leaders in Tier-1 cloud providers, telecom operators, network system OEMs and optical module and component vendors for the cloud, networking and communications market to anticipate and solve next generation challenges facing our customers. As part of the sales and product development process, we often design our products in close collaboration with these industry leaders and help define their architecture. We also participate actively in setting industry standards with organizations such as IEEE and OIF to have a voice in the definition of future market trends.

We sell our products worldwide through multiple channels, including our direct sales force and a network of sales representatives and distributors. For the year ended December 31, 2020 we derived 82% of our total revenue from sales by our direct sales team and third-party sales representatives and 18% of our sales were made through third-party distributors. We operate marketing representative offices in China, Japan, Taiwan, Germany and the United States and employ marketing personnel that meet with our customers locally and interact with our channel partners locally. Our channel network includes more than one hundred sales and support professionals to support our products and customers. All of these sales professionals are sales agents and are employed by our distributors and sales representatives. We believe these distributors and sales representatives have the requisite technical experience in our target markets and are able to leverage existing relationships and understanding of our customers’ products to effectively sell our products. Given the breadth of our target markets, customers and products, we provide our direct and indirect sales teams with regular training and share product information with our customers and sales teams using web-based tools.

Manufacturing

We operate a fabless business model and use third-party foundries and assembly and test manufacturing contractors to manufacture, assemble and test our semiconductor products. We also inspect and test certain parts in our Irvine and Westlake Village, California facilities. This outsourced manufacturing approach allows us to focus our resources on the design, sale and marketing of our products. In addition, we believe outsourcing many of our manufacturing and assembly activities provides us the flexibility needed to respond to new market opportunities, simplifies our operations and significantly reduces our capital requirements.

We subject our third-party manufacturing contractors to qualification requirements in order to meet the high quality and reliability standards required of our products. We carefully qualify critical partners and processes before applying the technology to our products. Our engineers work closely with our foundries and other contractors to increase yield, lower manufacturing costs and improve product quality.

•

Wafer Fabrication. We currently utilize a wide range of semiconductor processes to develop and manufacture our products. Each of our foundries tends to specialize in a particular semiconductor wafer process technology. We choose the semiconductor process and foundry that we believe provides the best combination of performance attributes for any particular product. For most of our products, we utilize a single foundry for semiconductor wafer production. Our international headquarters in Singapore purchases all wafer material and owns the material until the manufacturing process is complete and the product is shipped to a customer either inside or outside North America or to physical inventory locations for the respective region. Our principal foundries are Taiwan Semiconductor Manufacturing Company Ltd. (TSMC) in Taiwan, WIN Semiconductors Corp. (WIN Semiconductors) in Taiwan, Tower Semiconductor Ltd. (Tower) in North America, GlobalFoundries in North America and Samsung Semiconductor Inc. (Samsung) in North America and Korea.

Table of Contents

•

Package and Assembly. Upon the completion of processing at the foundry, the finished wafers are shipped to our third-party assemblers for packaging and assembly. Currently, our principal packaging and assembly contractors are STATS ChipPAC Ltd. (STATS ChipPAC) in Korea, Kyocera Corporation (Kyocera) in Japan, Tong Hsing Electronics Industries Ltd. (Tong Hsing) in Taiwan, Amkor Technology in Korea, LuxNet Corporation (LuxNet) in Taiwan, ASE Technology (ASE) in Taiwan and Malaysia and TF AMD Microelectronics (TF AMD) in Malaysia.

•

Test. At the last stage of integrated circuit production, our third-party test service providers test the packaged and assembled integrated circuits. Currently, STATS ChipPAC in Korea, ISE Labs, Inc. (ISE Labs) in North America, Giga Solution Tech Co., Ltd. (Giga Solution) in Taiwan, WIN Semiconductors in Taiwan, ASEM Technology in Malaysia, Presto Engineering in North America, TF AMD in Malaysia and Global Testing Corporation (GTC) in Taiwan are our test partners. We also perform testing in our Irvine and Westlake Village, California facilities.

We are committed to maintaining the highest level of quality in our products. Our objective is that our products meet all of our customer requirements, are delivered on-time and function reliably throughout their useful lives. As part of our total quality assurance program, our quality management system has been certified to ISO 9001:2008 standards. Our manufacturing partners are also ISO 9001 certified.

Research and Development

We focus our research and development efforts on developing products that address bandwidth bottlenecks in networks and minimize latency in computing environments. We believe that our continued success depends on our ability to both introduce improved versions of our existing products and to develop new products for the markets that we serve. We devote a portion of our resources to expanding our core technology including efforts in system-level simulation, high-speed analog design, supporting a broad range of process technologies and high-speed package modeling and design.

We develop models that are used as an input to a combination of proprietary and commercially available simulation tools. We use these tools to predict overall system performance based on the performance of our product. After our product is manufactured, we perform system measurements and refine our model set to improve the model’s accuracy and predictive ability. As a result, our models and simulation tools have improved over time and we have been able to accurately predict overall system performance prior to fabricating a part.

We have assembled a core team of experienced engineers and systems designers in 11 design centers located in the United States, Canada, Germany, Singapore, United Kingdom, Argentina, Romania, Italy and Vietnam. Our technical team typically has, on average, more than 18 years of industry experience with more than 45% having advanced degrees (master’s degree and above) and more than 18% having Ph.Ds. These engineers and designers are involved in advancing our core technologies, as well as applying these core technologies to our product development activities across a number of areas including telecommunications transport systems, enterprise networking equipment, data centers and enterprise servers, storage platforms, test and measurement and military systems.

Competition

The global semiconductor market in general, and the communications market in particular, are highly competitive. We expect competition to increase and intensify as more and larger semiconductor companies enter our markets. Increased competition could result in price pressure, reduced profitability and loss of market share, any of which could materially and adversely affect our business, revenue and operating results.

Currently, our competitors range from large, international companies offering a wide range of semiconductor products to smaller companies specializing in narrow markets. Our primary competitors include Acacia Communications, Inc., Broadcom Ltd., Renesas Electronics Corporation, M/A-COM Technology Solutions Inc., MaxLinear, Inc., NTT Electronics Corporation, Qorvo, Inc. and Semtech Corp. as well as other smaller analog and mixed signal processing companies. We expect competition in our target markets to increase in the future as existing competitors improve or expand their product offerings.

Our ability to compete successfully depends on elements both within and outside of our control, including industry and general economic trends. During past periods of downturns in our industry, competition in the markets in which we operate intensified as our customers reduced their purchase orders. Many of our competitors are significantly larger, have greater financial, technical, marketing, distribution, customer support and other resources, are more established than we are, and have significantly better brand recognition and broader product offerings with which to withstand similar adverse economic or market conditions in the future. These factors may materially and adversely affect our current and future target markets and our ability to compete successfully in those markets.

We compete or plan to compete in different target markets to various degrees on the basis of a number of principal competitive factors, including:

•

product performance;

•

power budget;

•

features and functionality;

•

customer relationships;

•

size;

•

ease of system design;

•

product roadmap;

•

reputation and reliability;

•

product availability, time to production, testing and delivery;

•

customer support; and

•

price.

We believe we compete favorably with respect to each of these factors. We maintain our competitive position through our ability to successfully design, develop and market complex high-speed analog and mixed signal solutions for the customers that we serve.

Table of Contents

Intellectual Property

We rely on a combination of intellectual property rights, including patents, trade secrets, copyrights and trademarks, and contractual protections, to protect our core technology and intellectual property. As of December 31, 2020, we had 984 issued and allowed patents and other patent applications pending in the United States. The 865 issued and allowed patents in the United States expire in the years beginning in 2021 through 2040. Many of our issued patents and pending patent applications relate to high-speed circuit and package designs.

We may not receive competitive advantages from any rights granted under our patents, and our patent applications may not result in the issuance of any patents. In addition, any future patent may be opposed, contested, circumvented, designed around by a third party or found to be unenforceable or invalidated. Others may develop technologies that are similar or superior to our proprietary technologies, duplicate our proprietary technologies or design around patents owned or licensed by us.

In addition to our own intellectual property, we also use third-party licensors for certain technologies embedded in our semiconductor solutions. These are typically non-exclusive contracts provided under paid-up licenses. These licenses are generally perpetual or automatically renewed for so long as we continue to pay any maintenance fees that may be due. To date, maintenance fees have not constituted a significant portion of our annual capital expenditures. We have entered into a number of licensing arrangements pursuant to which we license third-party technologies. We do not believe our business is dependent to any significant degree on any individual third-party license.

We generally control access to and use of our confidential information through the use of internal and external controls, including contractual protections with employees, contractors and customers. We rely in part on United States and international copyright laws to protect our mask work. All employees and consultants are required to execute confidentiality agreements in connection with their employment and consulting relationships with us. We also require them to agree to disclose and assign to us all inventions conceived or made in connection with the employment or consulting relationship.

Despite our efforts to protect our intellectual property, unauthorized parties may still copy or otherwise obtain and use our software, technology or other information that we regard as proprietary intellectual property. In addition, we intend to expand our international operations, and effective patent, copyright, trademark and trade secret protection may not be available or may be limited in foreign countries.

The semiconductor industry is characterized by vigorous protection and pursuit of intellectual property rights and positions, which has resulted in protracted and expensive litigation for many companies. We have in the past received and, particularly as a public company, we expect that in the future we may receive, communications from various industry participants alleging our infringement of their patents, trade secrets or other intellectual property rights. Any lawsuits could subject us to significant liability for damages, invalidate our proprietary rights and harm our business and our ability to compete. Any litigation, regardless of success or merit, could cause us to incur substantial expenses, reduce our sales and divert the efforts of our technical and management personnel. In the event we receive an adverse result in any litigation, we could be required to pay substantial damages, seek licenses from third parties, which may not be available on reasonable terms or at all, cease sale of products, expend significant resources to develop alternative technology or discontinue the use of processes requiring the relevant technology.

Cybersecurity

We have designed and implemented and continue to maintain a security program consisting of policies, procedures, and technology meant to maintain the privacy, security and integrity of our information, systems, and networks. Among other things, the program includes controls designed to limit and monitor access to authorized systems, networks, and data, prevent inappropriate access or modification, and monitor for threats or vulnerability. We experience thousands of attempts to breach our network every day which we have been successful in preventing from accessing our system. As regards to the more recent so called “Solar Winds” attacks, we have examined our systems and to date have seen no evidence that we have been breached or affected.

Employees

We believe in promoting a diverse, equitable, and inclusive work environment. We believe these practices are important to recruiting and retaining the talent to allow our organization to achieve its goals and objectives. We monitor the appropriate human capital needs of our departments and functions with particular focus on the areas where human capital resources are important to innovation, customers, and strategic execution.

At December 31, 2020, we employed 1,086 full-time equivalent employees, including 780 in research, product development and engineering, 61 in sales and marketing, 96 in general and administrative management and 149 in manufacturing engineering and operations. In certain countries, we have employees who are subject to labor union agreements. We consider relations with our employees to be good and have never experienced a work stoppage.

We have operations globally, requiring investment to assess local labor market conditions and recruit and retain the appropriate human capital. Having a business presence in multiple jurisdictions also requires us to monitor local labor and employment laws for which we often engage third-party advisors. We offer our employees’ wages and benefits packages that are in line with respective local labor markets and laws.

The COVID-19 pandemic has increased the resources required to keep our employees safe and healthy and we are making what we believe are the necessary investments to achieve this goal. In response to the pandemic, we have taken several actions, including supporting our employees to work from home when possible and implementing safety measures in all our facilities. We believe our proactive efforts have been successful in supporting our business growth despite the obstacles and challenges presented by COVID-19.

Other

We were incorporated in Delaware in November 2000 as TCom Communications, Inc. and changed our name to Inphi Corporation in February 2001. Our principal executive offices are located at 110 Rio Robles, San Jose, California 95134. Our telephone number at that location is (408) 217-7300. Our website address is www.inphi.com. Information on our website is not part of this report and should not be relied upon in determining whether to make an investment decision. The inclusion of our website address in this report does not include or incorporate by reference into this report any information on our website.

We electronically file our annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the Exchange Act) with the Securities and Exchange Commission (SEC). The SEC maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC. The address of that site is http://www.sec.gov. You may obtain a free copy of our annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K and amendments to those reports with the SEC on our website.

Table of Contents

Item 1A.

Risk Factors

Risks Related to Our Business

Our revenue and operating results can fluctuate from period to period, which could cause our share price to fluctuate.

Our revenue and operating results have fluctuated in the past and may fluctuate from period to period in the future due to a variety of factors, many of which are beyond our control. Factors relating to our business that may contribute to these fluctuations include the following factors, as well as other factors described elsewhere herein:

●

the receipt, reduction or cancellation of orders by customers;

●

fluctuations in the levels of component inventories held by our customers;

●

the gain or loss of significant customers;

●

changes in orders or purchasing patterns from one or more of our major customers;

●

market acceptance of our products and our customers’ products;

●

our ability to develop, introduce and market new products and technologies on a timely basis;

●

the timing and extent of product development costs;

●

new product announcements and introductions by us or our competitors;

●

incurrence of research and development and related new product expenditures;

●

cyclical fluctuations in our markets;

●

fluctuations in our manufacturing yields;

●

significant warranty claims, including those not covered by our suppliers;

●

changes in our product mix or customer mix;

●

intellectual property disputes;

●

the impact of the business acquisitions and dispositions we make; and

●

loss of key personnel or the inability to attract qualified engineers.

As a result of these and other factors, the results of any prior quarterly or annual periods should not be relied upon as indications of our future revenue or operating performance. Fluctuations in our revenue and operating results could cause our share price to decline.

We incurred net losses in the past. We may incur net losses in the future.

As of December 31, 2020, we had an accumulated deficit of $302.6 million. We have incurred net losses in the past and may incur net losses in the future. We generated a net loss of $59.7 million, $72.9 million and $95.8 million for the years ended December 31, 2020, 2019 and 2018, respectively.

Table of Contents

In the year ended December 31, 2020, we believe that sales to Microsoft and Innolight, directly and indirectly, through subcontractors, accounted for approximately 12% and 14% of our total revenue, respectively, and that our 10 largest direct customers collectively accounted for approximately 65% of our total revenue. We sell products to Cyberlink, a distributor who sells to various end customers. Included in the 10 largest direct customers are sales to Cyberlink which accounted for approximately 15% of our total revenue for the year ended December 31, 2020 . In the year ended December 31, 2019, we believe that sales to Microsoft and Huawei, directly and indirectly, through subcontractors, accounted for approximately 14% and 11% of our total revenue, respectively, and that our 10 largest direct customers collectively accounted for approximately 70% of our total revenue. We sell products to Fabrinet, a subcontractor who sells to various end customers. Included in the 10 largest direct customers are sales to Fabrinet, which accounted for approximately 11% of our total revenue for the year ended December 31, 2019 . In the year ended December 31, 2018, we believe that sales to Microsoft, Huawei, and Cisco, directly and indirectly, through subcontractors, accounted for approximately 18%, 14% and 11% of our total revenue, respectively, and that our 10 largest direct customers collectively accounted for approximately 74% of our total revenue. Included in the 10 largest direct customers are sales to Cyberlink which accounted for approximately 11% of our total revenue for the year ended December 31, 2018. No other single customer directly or indirectly accounted for more than 10% of our total revenue in 2020, 2019 or 2018. We believe our operating results for the foreseeable future will continue to depend on sales to a relatively small number of customers. In the future, these customers may decide not to purchase our products at all, may purchase fewer products than they did in the past or may alter their purchasing patterns. Further, the amount of revenue attributable to any single customer or our customer concentration generally, may fluctuate in any given period.

In addition, our relationships with some customers may deter other potential customers who compete with these customers from buying our products. To attract new customers or retain existing customers, we may offer these customers favorable prices on our products. In that event, our average selling prices and gross margins would decline. The loss of a key customer, a reduction in sales to any key customer or our inability to attract new significant customers could negatively impact our revenue and materially and adversely affect our results of operations.

In May 2019, the U.S. Department of Commerce added Huawei and certain of its non-U.S. affiliates to the Entity List, imposing U.S. export license requirements for exports or re-exports to listed entities of all items subject to the Export Administration Regulations (EAR). Since that time, additional Huawei non-U.S. affiliates have been added to the Entity List and further export control restrictions have been imposed against Huawei, including the expansion of the Department of Commerce’s “foreign-produced direct product rule.” Due to the volume of our sales, directly and indirectly, to Huawei, our business, financial condition and results of operations have been adversely affected in 2020 and could continue to be materially and adversely affected by these restrictions.

We do not have long-term purchase commitments from our customers and if our customers cancel or change their purchase commitments, our revenue and operating results could suffer.

Substantially all of our sales to date have been made on a purchase order basis. We do not have any long-term commitments with any of our customers. As a result, our customers may cancel, change or delay product purchase commitments with little or no notice to us and without penalty. This in turn could cause our revenue to decline and materially and adversely affect our results of operations.

The semiconductor industry is characterized by companies that hold patents and other intellectual property rights and that vigorously pursue, protect and enforce intellectual property rights. From time to time, third parties may assert against us and our customers and distributors their patent and other intellectual property rights to technologies that are important to our business.

Claims that our products, processes or technology infringe third-party intellectual property rights, regardless of their merit or resolution, could be costly to defend or settle and could divert the efforts and attention of our management and technical personnel. For example, Netlist, Inc. filed a suit against us in the United States District Court, Central District of California, in September 2009, alleging that our iMB™ and certain other memory module components infringe three of Netlist’s patents. This litigation is ongoing.

Infringement claims also could harm our relationships with our customers or distributors and might deter future customers from doing business with us. We do not know whether we will prevail in these proceedings given the complex technical issues and inherent uncertainties in intellectual property litigation. If any pending or future proceedings result in an adverse outcome, we could be required to:

●

cease the manufacture, use or sale of the infringing products, processes or technology;

●

pay substantial damages for infringement;

●

expend significant resources to develop non-infringing products, processes or technology, which may not be successful;

●

license technology from the third-party claiming infringement, which license may not be available on commercially reasonable terms, or at all;

●

cross-license our technology to a competitor to resolve an infringement claim, which could weaken our ability to compete with that competitor; or

●

pay substantial damages to our customers or end-users to discontinue their use of or to replace infringing technology sold to them with non-infringing technology, if available.

Any of the foregoing results could have a material adverse effect on our business, financial condition and results of operations.

Table of Contents

We are focused on winning more competitive bid processes, known as “design wins,” that enable us to sell our high-speed analog and mixed signal semiconductor solutions for use in our customers’ products. These selection processes typically are lengthy and can require us to incur significant design and development expenditures and dedicate scarce engineering resources in pursuit of a single customer opportunity. We may not win the competitive selection process and may never generate any revenue despite incurring significant design and development expenditures. Failure to obtain a design win could prevent us from offering an entire generation of a product. This could cause us to lose revenue and require us to write-off obsolete inventory, and could weaken our position in future competitive selection processes. Even after securing a design win, we may experience delays in generating revenue from our products as a result of the lengthy development cycle typically required. Our customers generally take a considerable amount of time to evaluate our products. Our design cycle from initial engagement to volume shipment is typically two to three years.

The delays inherent in these lengthy sales cycles increase the risk that a customer will decide to cancel, curtail, reduce or delay its product plans or adopt a competing design from one of our competitors, causing us to lose anticipated revenue. In addition, any delay or cancellation of a customer’s plans could materially and adversely affect our financial results, as we may have incurred significant expense without generating any revenue. Finally, our customers’ failure to successfully market and sell their products could reduce demand for our products and materially and adversely affect our business, financial condition and results of operations. If we were unable to generate revenue after incurring substantial expenses to develop any of our products, our business would suffer.

Prior to purchasing our products, our customers require that both our products and our third-party contractors undergo extensive qualification processes, which involve testing of our products in the customers’ systems, as well as testing for reliability. This qualification process may continue for several months. However, qualification of a product by a customer does not assure any sales of the product to that customer. Even after successful qualification and sales of a product to a customer, a subsequent revision in our third party contractors’ manufacturing process or our selection of a new supplier may require a new qualification process with our customers, which may result in delays and in our holding excess or obsolete inventory. After our products are qualified, it can take several months or more before the customer commences volume production of components or systems that incorporate our products. Despite these uncertainties, we devote substantial resources, including design, engineering, sales, marketing and management efforts, to qualify our products with customers in anticipation of sales. If we are unsuccessful or delayed in qualifying any of our products with a customer, sales of those products to the customer may be precluded or delayed, which may impede our growth and cause our business to suffer.

Our products are sold as components or as modules for use in larger electronic equipment sold by our customers. A product usually goes through an intense qualification and testing period performed by our customers before being used in production. We primarily outsource our product testing to third parties and also perform some testing in our Irvine and Westlake Village, California facilities. We inspect and test parts, or have them inspected and tested in order to screen out parts that may be weak or potentially suffer a defect incurred through the manufacturing process. From time to time, we are subject to warranty or product liability claims that may require us to make significant expenditures to defend these claims or pay damage awards.

Generally, our agreements seek to limit our liability to the replacement of the part or to the revenue received for the product, but these limitations on liability may not be effective or sufficient in scope in all cases. If a customer’s equipment fails in use, the customer may incur significant monetary damages including an equipment recall or associated replacement expenses, as well as lost revenue. The customer may claim that a defect in our product caused the equipment failure and assert a claim against us to recover monetary damages. The process of identifying a defective or potentially defective product in systems that have been widely distributed may be lengthy and require significant resources. We may test the affected product to determine the root cause of the problem and to determine appropriate solutions. We may find an appropriate solution or a temporary fix while a permanent solution is being determined. If we are unable to determine the root cause, find an appropriate solution or offer a temporary fix, we may delay shipment to customers. As a result, we may incur significant replacement costs, customers may bring contract damage claims and our reputation may be harmed. In certain situations, circumstances might warrant that we consider incurring the costs or expense related to a recall of one of our products in order to avoid the potential claims that may be raised should the customer reasonably rely upon our product only to suffer a failure due to a design or manufacturing process defect. Defects in our products could harm our relationships with our customers and damage our reputation. Customers may be reluctant to buy our products, which could harm our ability to retain existing customers and attract new customers and our financial results. In addition, the cost of defending these claims and satisfying any arbitration award or judicial judgment with respect to these claims could harm our business prospects and financial condition. Although we carry product liability insurance, this insurance may not adequately cover our costs arising from defects in our products or otherwise.

Table of Contents

We develop many of our semiconductor products for applications in systems that are driven by industry and technology leaders in the communications market. We also work with OEMs, system manufacturers and standards bodies to define industry conventions and standards within our target markets. We believe these relationships enhance our ability to achieve market acceptance and widespread adoption of our products. If we are unable to continue to develop or maintain these relationships, our semiconductor solutions would become less desirable to our customers, our sales would suffer and our competitive position could be harmed.

We operate in industries characterized by rapidly changing technologies and industry standards as well as technological obsolescence. We have developed products that may have long product life cycles of 10 years or more. We believe that our future success depends on our ability to develop and introduce new technologies and products that generate new sources of revenue to replace, or build upon, existing product revenue streams that may be dependent upon limited product life cycles. If we are not able to repeatedly introduce, in successive years, new products that ship in volume, our revenue will likely not grow and may decline significantly and rapidly. For example, we introduced ColorZ® in 2016 and began to ship in commercial volume in 2017. Sales of ColorZ® comprised 13%, 15% and 18% of our total revenue in 2020, 2019 and 2018, respectively. There were no other products that generated more than 10% of our total revenue in 2020, 2019 or 2018.

Certain products mature and as a result, sales of these products declined and were supplanted in part by newer parts which we developed. This underscores the importance of the need for us to continually develop and introduce new products to diversify our revenue base as well as generate new revenue to replace and build upon the success of previously introduced products which may be rapidly maturing.

To compete successfully, we must design, develop, market and sell new or enhanced products that provide increasingly higher levels of performance and reliability while meeting the cost expectations of our customers. The introduction of new products by our competitors, the delay or cancellation of a platform for which any of our semiconductor solutions are designed, the market acceptance of products based on new or alternative technologies or the emergence of new industry standards could render our existing or future products uncompetitive from a pricing standpoint, obsolete and otherwise unmarketable. Our failure to anticipate or timely develop new or enhanced products or technologies in response to technological shifts could result in decreased revenue and our competitors winning design wins. In particular, we may experience difficulties with product design, manufacturing, marketing or certification that could delay or prevent our development, introduction or marketing of new or enhanced products. Although we believe our products are fully compliant with applicable industry standards, proprietary enhancements may not in the future result in full conformance with existing industry standards under all circumstances. Due to the interdependence of various components in the systems within which our products and the products of our competitors operate, customers are unlikely to change to another design, once adopted, until the next generation of a technology. As a result, if we fail to introduce new or enhanced products that meet the needs of our customers or penetrate new markets in a timely fashion, and our designs do not gain acceptance, we will lose market share and our competitive position, very likely on an extended basis, and our operating results will be adversely affected.

We are currently investing significant resources to develop semiconductor solutions supporting 100G/200G/400G/800G data transmission rates in order to increase the number of such solutions in our product line. If we fail to accurately predict market requirements or market demand for 100G/200G/400G/800G semiconductor solutions, or if our 100G/200G/400G/800G semiconductor solutions are not successfully developed or competitive in the industry, our business will suffer. If 100G/200G/400G/800G networks are deployed to a lesser extent or more slowly than we currently anticipate, we may not realize any benefits from our investment. As a result, our business, competitive position, market share and operating results would suffer.

Table of Contents

To date, a substantial portion of our revenue has been attributable to demand for our products in the communications and cloud markets and the growth of these overall markets. These markets have fluctuated in size and growth in recent times. Our operating results are impacted by various trends in these markets. These trends include the deployment and broader market adoption of next generation technologies, such as 100G and 100Gbe CMOS CDR and SerDes, in data centers, communications and enterprise networks, timing of next generation network upgrades, the introduction and broader market adoption of next generation server platforms and the timing of enterprise upgrades. We are unable to predict the timing or direction of the development of these markets with any accuracy. In addition, because some of our products are not limited in the systems or geographic areas in which they may be deployed, we cannot always determine with accuracy how, where or into which applications our products are being deployed. If our target markets do not grow or develop in ways that we currently expect, demand for our semiconductor products may decrease and our business, revenue, and operating results could suffer.

We rely on a limited number of third parties to manufacture, assemble and test our products, and the failure to manage our relationships with our third-party contractors successfully could adversely affect our ability to market and sell our products and our reputation. Our revenue and operating results would suffer if these third parties fail to deliver products or components in a timely manner and at reasonable cost or if manufacturing capacity is reduced or eliminated as we may be unable to obtain alternative manufacturing capacity.

We operate an outsourced manufacturing business model. As a result, we rely on third-party foundry wafer fabrication and assembly and test capacity. We also perform testing in our Irvine and Westlake Village, California facilities. We generally use a single foundry for the production of each of our various semiconductors. Currently, our principal foundries are GlobalFoundries, TSMC, Tower, WIN Semiconductors and Samsung. We also use third-party contract manufacturers for a significant majority of our assembly and test operations, including Kyocera, ASE, Giga Solution, ISE Labs, Presto, Tong Hsing, LuxNet, STATS ChipPAC, TF AMD and GTC.

Relying on third-party manufacturing, assembly and testing presents significant risks to us, including the following:

●

failure by us, our customers or their end customers to qualify a selected supplier;

●

capacity shortages during periods of high demand;

●

reduced control over delivery schedules and quality;

●

shortages of materials;

●

misappropriation of our intellectual property;

●

limited warranties on wafers or products supplied to us; and

●

potential increases in prices.

The ability and willingness of our third-party contractors to perform is largely outside our control. If one or more of our contract manufacturers or other outsourcers fails to perform its obligations in a timely manner or at satisfactory quality levels, our ability to bring products to market and our reputation could suffer. For example, if that manufacturing capacity is reduced or eliminated at one or more facilities, including as a response to the recent worldwide decline in the semiconductor industry, or any of those facilities are unable to keep pace with the growth of our business, we could have difficulties fulfilling our customer orders and our revenue could decline. In addition, if these third parties fail to deliver quality products and components on time and at reasonable prices, we could have difficulties fulfilling our customer orders, our revenue could decline and our business, financial condition and results of operations would be adversely affected.

Additionally, as many of our fabrication and assembly and test contractors are located in the Pacific Rim region, principally in Taiwan, our manufacturing capacity may be similarly reduced or eliminated due to natural disasters, including earthquakes, political unrest, war, fires or other industrial accidents, labor strikes, work stoppages or public health crises. This could cause significant delays in shipments of our products until we are able to shift our manufacturing, assembly or testing from the affected contractor to another third-party vendor. There can be no assurance that alternative manufacturing capacity could be obtained on favorable terms, if at all. The Company has experienced capacity shortages like this in the past due for instance to the 1991 Tsunami in Japan or more recently in 2020 due to fires in substrate supplier facilities in Taiwan.

Table of Contents

Our costs may increase substantially if the wafer foundries that supply our products do not achieve satisfactory product yields or quality.

The wafer fabrication process is an extremely complicated process where the slightest changes in the design, specifications or materials can result in material decreases in manufacturing yields or even the suspension of production. From time to time, our third-party wafer foundries have experienced, and are likely to experience, manufacturing defects and reduced manufacturing yields related to errors or problems in their manufacturing processes or the interrelationship of their processes with our designs. In some cases, our third-party wafer foundries may not be able to detect these defects early in the fabrication process or determine the cause of such defects in a timely manner. We may incur substantial research and development expense for prototype or development stage products as we qualify the products for production.

Generally, in pricing our semiconductors, we assume that manufacturing yields will continue to increase, even as the complexity of our semiconductors increases. Once our semiconductors are initially qualified with our third-party wafer foundries, minimum acceptable yields are established. We are responsible for the costs of the wafers if the actual yield is above the minimum. If actual yields are below the minimum, we are not required to purchase the wafers. The minimum acceptable yields for our new products are generally lower at first and increase as we achieve full production. Unacceptably low product yields or other product manufacturing problems could substantially increase the overall production time and costs and adversely impact our operating results on sales of our products. Product yield losses will increase our costs and reduce our gross margin. In addition to significantly harming our operating results and cash flow, poor yields may delay shipment of our products and harm our relationships with existing and potential customers.

We currently do not have long-term supply contracts with any of our third-party contract manufacturers. We make substantially all of our purchases on a purchase order basis, and our contract manufacturers are not required to supply us products for any specific period or in any specific quantity. We expect that it would take approximately nine to 12 months to transition from our current foundry or assembly services to new providers. Such a transition would likely require a qualification process by our customers or their end customers. We generally place orders for products with some of our suppliers several months prior to the anticipated delivery date, with order volumes based on our forecasts of demand from our customers. Accordingly, if we inaccurately forecast demand for our products, we may be unable to obtain adequate and cost-effective foundry or assembly capacity from our third-party contractors to meet our customers’ delivery requirements, or we may accumulate excess inventories. On occasion, we have been unable to adequately respond to unexpected increases in customer purchase orders and therefore, were unable to benefit from this incremental demand. None of our third-party contract manufacturers have provided any assurance to us that adequate capacity will be available to us within the time required to meet additional demand for our products.

Our foundry vendors and assembly and test vendors may allocate capacity to the production of other companies’ products while reducing deliveries to us on short notice. In particular, other customers that are larger and better financed than us or that have long-term agreements with our foundry vendor or assembly and test vendors may cause our foundry vendor or assembly and test vendors to reallocate capacity to those customers, decreasing the capacity available to us. We do not have long-term supply contracts with our third-party contract manufacturers and if we enter into costly arrangements with suppliers that include nonrefundable deposits or loans in exchange for capacity commitments, commitments to purchase specified quantities over extended periods or investment in a foundry, our operating results could be harmed. We may not be able to make any such arrangement in a timely fashion or at all, and any arrangements may be costly, reduce our financial flexibility, and not be on terms favorable to us. Moreover, if we are able to secure foundry capacity, we may be obligated to use all of that capacity or incur penalties. These penalties may be expensive and could harm our financial results. To date, we have not entered into such arrangements with our suppliers. If we need another foundry or assembly and test subcontractor because of increased demand, or if we are unable to obtain timely and adequate deliveries from our providers, we might not be able to cost effectively and quickly retain other vendors to satisfy our requirements.

A number of our customers do not have alternative sources for our semiconductor solutions and depend on us as the sole supplier or as one of a limited number of suppliers for these products. Since we outsource our manufacturing to third-party contractors, our ability to deliver our products is substantially dependent on the ability and willingness of our third-party contractors to perform, which is largely outside our control. Failure to deliver our products in sufficient quantities or at all to our customers that depend on us as a sole supplier or as one of a limited number of suppliers may be detrimental to their business and, as a result, our relationship with such customer would be negatively impacted. If we are unable to maintain our relationships with these customers after such failure, our business and financial results may be harmed.

Table of Contents

If we are unable to attract, train and retain qualified personnel, particularly our design and technical personnel, we may not be able to execute our business strategy effectively.

Our future success depends on our ability to attract and retain qualified personnel, including our management, sales and marketing, and finance, and particularly our design and technical personnel. Granting equity awards as an incentive has been an important element to our ability to attract and retain employees. At the same time, this also introduces an element of dilution to shareholder interests which we also consider in establishing these programs. We do not know whether we will be able to retain all of these personnel as we continue to pursue our business strategy. Historically, we have encountered difficulties in hiring qualified engineers because there is a limited pool of engineers with the expertise required in our field, especially in the San Francisco Bay Area where our headquarters are located. Competition for these personnel is intense in the semiconductor industry. As the source of our technological and product innovations, our design and technical personnel represent a significant asset. The loss of the services of one or more of our key employees, especially our key design and technical personnel, or our inability to attract and retain qualified design and technical personnel, could harm our business, financial condition and results of operations.

We may not be able to effectively manage our growth, and we may need to incur significant expenditures to address the additional operational and control requirements of our growth, either of which could harm our business and operating results.

To effectively manage our growth, we must continue to expand our operational, engineering and financial systems, procedures and controls and to improve our accounting and other internal management systems. This may require substantial managerial and financial resources, and our efforts in this regard may not be successful. Our current systems, procedures and controls may not be adequate to support our future operations. If we fail to adequately manage our growth, or to improve our operational, financial and management information systems, or fail to effectively motivate or manage our new and future employees, the quality of our products and the management of our operations could suffer, which could adversely affect our operating results.

We face intense competition and expect competition to increase in the future. If we fail to compete effectively, it could have an adverse effect on our revenue, revenue growth rate, if any, and market share.

The global semiconductor market in general, and the communications and computing markets in particular, are highly competitive. We compete or plan to compete in different target markets to various degrees on the basis of a number of principal competitive factors, including product performance, power budget, features and functionality, customer relationships, size, ease of system design, product roadmap, reputation and reliability, customer support and price. We expect competition to increase and intensify as more and larger semiconductor companies enter our markets. Increased competition could result in price pressure, reduced profitability and loss of market share, any of which could materially and adversely affect our business, revenue and operating results.

Currently, our competitors range from large, international companies offering a wide range of semiconductor products to smaller companies specializing in narrow markets. Our primary competitors include Acacia Communications, Inc., Broadcom Ltd., Renesas Electronics Corporation, M/A-COM Technology Solutions Inc., MaxLinear, Inc., NTT Electronics Corporation, Qorvo, Inc. and Semtech Corp. as well as other analog and mixed signal processing companies. We expect competition in the markets in which we participate to increase in the future as existing competitors improve or expand their product offerings.

Our ability to compete successfully depends on elements both within and outside of our control, including industry and general economic trends. During past periods of downturns in our industry, competition in the markets in which we operate intensified as our customers reduced their purchase orders. Many of our competitors have substantially greater financial and other resources with which to withstand similar adverse economic or market conditions in the future. These developments may materially and adversely affect our current and future target markets and our ability to compete successfully in those markets.

We use a significant amount of intellectual property in our business. Monitoring unauthorized use of our intellectual property can be difficult and costly and if we are unable to protect our intellectual property, our business could be adversely affected.

Our success depends in part upon our ability to protect our intellectual property. To accomplish this, we rely on a combination of intellectual property rights, including patents, copyrights, trademarks and trade secrets in the United States and in selected foreign countries where we believe filing for such protection is appropriate. Effective protection of our intellectual property rights may be unavailable, limited or not applied for in some countries. Some of our products and technologies are not covered by any patent or patent application, as we do not believe patent protection of these products and technologies is critical to our business strategy at this time. Failure to timely seek patent protection on products or technologies generally precludes us from seeking future patent protection on these products or technologies. We cannot guarantee that:

●

any of our present or future patents or patent claims will not lapse or be invalidated, circumvented, challenged or abandoned;

●

our intellectual property rights will provide competitive advantages to us;

●

our ability to assert our intellectual property rights against potential competitors or to settle current or future disputes will not be limited by our agreements with third parties;

●

any of our pending or future patent applications will be issued or have the coverage originally sought;

●

our intellectual property rights will be enforced in jurisdictions where competition may be intense or where legal protection may be weak;

●

any of the trademarks, copyrights, trade secrets or other intellectual property rights that we presently employ in our business will not lapse or be invalidated, circumvented, challenged or abandoned; or

●

we will not lose the ability to assert our intellectual property rights against or to license our technology to others and collect royalties or other payments.

Table of Contents

In addition, our competitors or others may design around our protected patents or technologies. Effective intellectual property protection may be unavailable or more limited in one or more relevant jurisdictions relative to those protections available in the United States, or may not be applied for in one or more relevant jurisdictions. If we pursue litigation to assert our intellectual property rights, an adverse decision in any of these legal actions could limit our ability to assert our intellectual property rights, limit the value of our technology or otherwise negatively impact our business, financial condition and results of operations.

Monitoring unauthorized use of our intellectual property is difficult and costly. Unauthorized use of our intellectual property may have occurred or may occur in the future. Although we have taken steps to minimize the risk of this occurring, any such failure to identify unauthorized use and otherwise adequately protect our intellectual property would adversely affect our business. Moreover, if we are required to commence litigation, whether as a plaintiff or defendant, not only would this be time-consuming, but we would also be forced to incur significant costs and divert our attention and efforts of our employees, which could, in turn, result in lower revenue and higher expenses.

We also rely on contractual protections with our customers, suppliers, distributors, employees and consultants, and we implement security measures designed to protect our trade secrets. We cannot assure you that these contractual protections and security measures will not be breached, that we will have adequate remedies for any such breach or that our suppliers, employees or consultants will not assert rights to intellectual property arising out of such contracts.

In addition, we have a number of third-party patent and intellectual property license agreements. Some of these license agreements require us to make one-time payments or ongoing royalty payments. We cannot guarantee that the third-party patents and technology we license will not be licensed to our competitors or others in the semiconductor industry. In the future, we may need to obtain additional licenses, renew existing license agreements or otherwise replace existing technology. We are unable to predict whether these license agreements can be obtained or renewed or the technology can be replaced on acceptable terms, or at all.

Average selling prices of our products generally decrease over time, which could negatively impact our revenue and gross margins.

Our operating results may be impacted by a decline in the average selling prices of our semiconductors. If competition increases in our target markets, we may need to reduce the average unit price of our products in anticipation of competitive pricing pressures, new product introductions by us or our competitors and for other reasons. With respect to our new product offerings following our acquisitions of eSilicon and Arrive, we expect to offer higher volumes of products that have lower margins. If we are unable to offset any reductions in our average selling prices by increasing our sales volumes or introducing new products with higher margins, our revenue and gross margins will suffer. In some cases for products in non-strategic markets, we have negotiated, and may continue to negotiate to sell contract manufacturing rights to a customer for a lump sum or royalties for a specific customer product in lieu of raising prices or continuing to sell at low gross margins. To maintain our revenue and gross margins, we must develop and introduce new products and product enhancements on a timely basis and continually reduce our costs as well as our customers’ costs. Failure to do so would cause our revenue and gross margins to decline.

We are subject to order and shipment uncertainties, and differences between our estimates of customer demand and product mix and our actual results could negatively affect our inventory levels, sales and operating results.

Our revenue is generated on the basis of purchase orders with our customers rather than long-term purchase commitments. In addition, our customers can cancel purchase orders or defer the shipments of our products under certain circumstances. Our products are manufactured using semiconductor foundries according to our estimates of customer demand, which requires us to make separate demand forecast assumptions for every customer, each of which may introduce significant variability into our aggregate estimates. It is difficult for us to forecast the demand for our products, in part because of the complex supply chain between us and the end-user markets that incorporate our products. Due to our lengthy product development cycle, it is critical for us to anticipate changes in demand for our various product features and the applications they serve to allow sufficient time for product development and design. We have limited visibility into future customer demand and the product mix that our customers will require, which could adversely affect our revenue forecasts and operating margins. Moreover, because some of our target markets are relatively new, many of our customers have difficulty accurately forecasting their product requirements and estimating the timing of their new product introductions, which ultimately affects their demand for our products. Our failure to accurately forecast demand can lead to product shortages that can impede production by our customers and harm our customer relationships. Conversely, our failure to forecast declining demand or shifts in product mix can result in excess or obsolete inventory. For example, some of our customers may cancel purchase orders or delay the shipment of their products that incorporate our products as a result of component shortages they may experience due to earthquakes and tsunamis in Japan or Taiwan, or likewise with respect to flooding in Thailand, which may result in excess or obsolete inventory and impact our sales and operating results. In addition, the rapid pace of innovation in our industry could also render significant portions of our inventory obsolete. Excess or obsolete inventory levels could result in unexpected expenses or increases in our reserves that could adversely affect our business, operating results and financial condition. In contrast, if we were to underestimate customer demand or if sufficient manufacturing capacity were unavailable, we could forego revenue opportunities, potentially lose market share and damage our customer relationships. In addition, any significant future cancellations or deferrals of product orders or the return of previously sold products due to manufacturing defects could materially and adversely impact our profit margins, increase our write-offs due to product obsolescence and restrict our ability to fund our operations.

Table of Contents

We rely on third-party sales representatives and distributors to assist in selling our products. If we fail to retain or find additional sales representatives and distributors, or if any of these parties fail to perform as expected, it could reduce our future sales.

For the year ended December 31, 2020, we derived approximately 82% of our total revenue from sales by our direct sales team and third-party sales representatives and 18% of our sales were made through third-party distributors. For the year ended December 31, 2019, we derived approximately 87% of our total revenue from sales by our direct sales team and third-party sales representatives and 13% of our sales were made through third-party distributors. For the year ended December 31, 2018, we derived approximately 84% of our total revenue from sales by our direct sales team and third-party sales representatives and 16% of our sales were made through third-party distributors. We are unable to predict the extent to which these third-party sales representatives and distributors will be successful in marketing and selling our products. Moreover, many of these third-party sales representatives and distributors also market and sell competing products, which may affect the extent to which they promote our products. Even where our relationships are formalized in contracts, our third-party sales representatives and distributors often have the right to terminate their relationships with us at any time. Our future performance will also depend, in part, on our ability to attract additional third-party sales representatives and distributors who will be able to market and support our products effectively, especially in markets in which we have not previously sold our products. If we cannot retain our current distributors or find additional or replacement third-party sales representatives and distributors, our business, financial condition and results of operations could be harmed. Additionally, if we terminate our relationship with a distributor, we may be obligated to repurchase unsold products. We record a reserve for estimated returns and price credits. If actual returns and credits exceed our estimates, our operating results could be harmed.

The facilities of our third-party contractors and distributors and a number of our facilities are located in regions that are subject to earthquakes and other natural disasters. Any catastrophic loss to any of these facilities would likely disrupt our operations and result in significant expenses and could adversely affect our business.

The facilities of our third-party contractors and distributors are subject to risk of catastrophic loss due to fire, flood or other natural or man-made disasters. A number of our facilities and those of our contract manufacturers are located in areas with above average seismic activity and also subject to typhoons and other Pacific storms. Several foundries that manufacture our wafers are located in Taiwan, Japan and California, and a majority of our third-party contractors who assemble and test our products are located in Asia. In addition, our headquarters are located in California. The risk of an earthquake in the Pacific Rim region or California is significant due to the proximity of major earthquake fault lines. Any catastrophic loss to any of these facilities would likely disrupt our operations, delay production, shipments and revenue and result in significant expenses to repair or replace the facility. In particular, any catastrophic loss at our California locations would materially and adversely affect our business.

We rely on third-party technologies for the development of our products and our inability to use such technologies in the future would harm our ability to remain competitive.

We rely on third parties for technologies that are integrated into our products, such as wafer fabrication and assembly and test technologies used by our contract manufacturers, as well as licensed architecture technologies. If we are unable to continue to use or license these technologies on reasonable terms, or if these technologies fail to operate properly, we may not be able to secure alternatives in a timely manner or at all, and our ability to remain competitive would be harmed. In addition, if we are unable to successfully license technology from third parties to develop future products, we may not be able to develop such products in a timely manner or at all.

Our business would be adversely affected by the departure of existing members of our senior management team and other key personnel.

Our success depends, in large part, on the continued contributions of our senior management team, in particular, the services of certain key personnel. Changes in our management team could negatively affect our operations and our relationships with our customers, employees and market leaders. In addition, we have not entered into non-compete agreements with members of our senior management team. The loss of any member of our senior management team or key personnel could harm our ability to implement our business strategy and respond to the rapidly changing market conditions in which we operate.

We may acquire businesses, enter into licensing arrangements or make investments in other companies or technologies that disrupt our business, are difficult to integrate, impair our operating results, dilute our stockholders’ ownership, increase our debt, divert management resources or cause us to incur significant expense.

As part of our business strategy, we have pursued and are likely to continue to pursue in the future acquisitions of businesses and assets, as well as technology licensing arrangements that we believe will complement our business, semiconductor solutions or technologies. For example, we acquired eSilicon in January 2020 to accelerate our roadmap in developing electro-optics solutions for cloud and telecommunications customers. We acquired Arrive in May 2020 to expand our presence into strategic geographic regions for talent acquisition. We also acquired ClariPhy Communications, Inc. (ClariPhy) in December 2016 to help expand our optical networking platform portfolio. We also may pursue strategic alliances that leverage our core technology and industry experience to expand our product offerings or distribution, or make investments in other companies. Any acquisition involves a number of risks, many of which could harm our business, including:

●

difficulty in integrating the operations, technologies, products, existing contracts, accounting and personnel of the acquired company or business;

●

realizing the anticipated benefits of any acquisition;

●

difficulty in transitioning and supporting customers, if any, of the acquired company;

●

difficulty in transitioning and collaborating with suppliers, if any, of the acquired company;

●

diversion of financial and management resources from existing operations;

●

the risk that the price we pay or other resources that we devote may exceed the value we realize, or the value we could have realized if we had allocated the purchase price or other resources to another opportunity;

Table of Contents

●

potential loss of key employees, customers and strategic alliances from either our current business or the acquired company’s business;

●

inability to successfully bring newly acquired products to market or achieve design wins with such products;

●

fluctuations in industry trends that change the demand or purchasing volume of newly acquired products;

●

assumption of unanticipated problems or latent liabilities, such as problems with the quality of the acquired products;

●

inability to generate sufficient revenue to offset acquisition costs;

●

dilutive effect on our stock as a result of any equity-based acquisitions;

●

inability to successfully complete transactions with a suitable acquisition candidate; and

●

in the event of international acquisitions, risks associated with accounting and business practices that are different from applicable U.S. practices and requirements.

Acquisitions also frequently result in the recording of goodwill and other intangible assets that are subject to potential impairments, which could harm our financial results. If we fail to properly evaluate acquisitions or investments, it may impair our ability to achieve the anticipated benefits of any such acquisitions or investments, and we may incur costs in excess of what we anticipate. The failure to successfully evaluate and execute acquisitions or investments or otherwise adequately address these risks could materially harm our business and financial results.

To finance any acquisitions or investments, we may choose to issue shares of our common stock or convertible debt as consideration, which could dilute the ownership of our stockholders. If the price of our common stock is low or volatile, we may not be able to acquire other companies for stock. In addition, newly-issued securities may have rights, preferences or privileges senior to those of existing stockholders. If we raise additional funds by obtaining loans from third parties, the terms of those financing arrangements may include negative covenants or other restrictions on our business that could impair our operating flexibility, and would also require us to incur interest expense. Additional funds may not be available on terms that are favorable to us, or at all.

The failure to successfully evaluate and execute acquisitions or investments or otherwise adequately address these risks could materially harm our business and financial results. We may not achieve all of the anticipated benefits of any of our acquisitions, including our acquisition of eSilicon, due to a number of factors including: unanticipated costs or liabilities associated with the acquisition, incurrence of acquisition-related costs, harm to our relationships with existing customers as a result of the acquisition, harm to our brands and reputation, the loss of key employees of the acquired company, significant impairments of anticipated goodwill and other intangible assets and the use of resources that are needed in other parts of our business.

We may not realize the anticipated benefits of our acquisitions, which in turn could harm our business and operating results.

We may not achieve all of the anticipated benefits of any of our acquisitions in a timely manner or at all, including our acquisitions of eSilicon and Arrive, due to a number of factors including: failure to successfully integrate the acquired business, the assumption of known and unknown costs or liabilities associated with the acquisitions, incurrence of acquisition-related costs, harm to our relationships with existing customers as a result of the acquisitions, harm to our brands and reputation, the loss of key employees of the acquired companies, negative market reaction thereto, inability to successfully extend and expand product offerings, significant impairments of anticipated goodwill and other intangible assets, the possibility that we paid more for the acquired companies than the value we will derive from the acquisitions, and the use of resources that are needed in other parts of our business.

Table of Contents

Lawsuits have been threatened and may be filed against us, eSilicon, their affiliates and their board of directors and executive officers challenging aspects of the merger. An adverse ruling in any such lawsuit may result in additional payments and costs.

We and eSilicon have received written communications from certain former stockholders of eSilicon demanding to inspect eSilicon’s books and records and indicating that such stockholders will be seeking appraisal of shares they held in eSilicon. Certain of these former eSilicon stockholders also have stated that they may assert claims against eSilicon’s directors and senior officers for alleged breaches of fiduciary duty and other violations in connection with the merger between eSilicon and our subsidiary. We are unaware of any petition for appraisal and/or lawsuit being filed by any former eSilicon stockholder.

We believe that the claims in such written communications are without merit, and plan to vigorously defend against lawsuits arising out of or relating to the merger agreement and/or the merger that may be filed in the future. However, any adverse ruling in such potential cases could result in additional payments. Even if the lawsuits are without merit, defending against these claims can result in substantial costs and divert management time and resources. An adverse judgment could result in monetary damages, which could have a negative impact on our liquidity and financial condition.

Our proposed acquisition by Marvell is subject to a number of conditions beyond our control. Failure to complete the acquisition could materially and adversely affect our future business, results of operations, financial condition and stock price.

As described elsewhere in this Annual Report on Form 10-K, on October 29, 2020, we entered into the Merger Agreement with Marvell, HoldCo, Bermuda Merger Sub and Delaware Merger Sub, providing for the merger of Bermuda Merger Sub with and into Marvell, with Marvell surviving the Bermuda Merger as a wholly-owned subsidiary of HoldCo, and immediately after the consummation of the Bermuda Merger, the merger of Delaware Merger Sub with and into us, with us surviving the Delaware Merger as a wholly owned subsidiary of HoldCo. The consummation of the Mergers are conditioned on the receipt of the approval of our stockholders and Marvell shareholders, as well as the satisfaction of other customary closing conditions, including domestic and foreign regulatory approvals and performance in all material respects by each party of its obligations under the Merger Agreement.

We cannot predict whether and when the conditions will be satisfied. If one or more of these conditions is not satisfied, and as a result, we do not complete the Mergers, or in the event the proposed Mergers are not completed or are delayed for any other reason, our business, results of operations, financial condition and stock price may be harmed because:

●

management’s and our employees’ attention may be diverted from our day-to-day operations as they focus on matters related to preparing for integration of our operations with those of Marvell;


	●	we could potentially lose key employees if such employees experience uncertainty about their future roles with us and decide to pursue other opportunities in light of the proposed Mergers and we may have difficulty hiring and retaining new employees;


	●	we could potentially lose customers or vendors, and new customer or vendor contracts could be delayed or decreased;


	●	we have agreed to restrictions in the Merger Agreement that limit how we conduct our business prior to the consummation of the Mergers, including, among other things, restrictions on our ability to make certain capital expenditures, investments and acquisitions, sell, transfer or dispose of our assets, enter into material contracts outside of the ordinary course of business, amend our organizational documents and incur indebtedness; these restrictions may not be in our best interests as an independent company and may disrupt or otherwise adversely affect our business and our relationships with our customers, prevent us from pursuing otherwise attractive business opportunities, limit our ability to respond effectively to competitive pressures, industry developments and future opportunities, and otherwise harm our business, financial results and operations;


	●	we have incurred and expect to continue to incur expenses related to the Mergers, such as legal, financial advisory and accounting fees, and other expenses that are payable by us whether or not the proposed Mergers are completed;


	●	we may be required to pay a termination fee of $300.0 million to Marvell if the Merger Agreement is terminated under certain circumstances, which would negatively affect our financial results and liquidity;


	●	we may be required to pay an expense payment of up to $25.0 million to Marvell if our stockholders do not approve the Merger Agreement and either we or Marvell terminate the Merger Agreement, which would negatively affect our financial results and liquidity;


	●	activities related to the Mergers and related uncertainties may lead to a loss of revenues and market position that we may not be able to regain if the proposed Mergers do not occur;


	●	we may not be able to pursue alternative business opportunities, including strategic acquisitions, or make appropriate changes to our business because of certain covenants restricting our business in the Merger Agreement; and


	●	the failure to, or delays in, consummating the Mergers may result in a negative impression of us with customers, potential customers or the investment community.

Since a portion of the consideration to our stockholders consists of HoldCo Common Stock, with HoldCo consisting of Marvell and Inphi following the Mergers, our stock price will be adversely affected by a decline in Marvell’s stock price and any adverse developments in Marvell’s business. Changes in Marvell’s stock price and business may result from a variety of factors, including changes in its business operations and changes in general market and economic conditions. In addition, our stock price may fluctuate significantly based on announcements by us, Marvell or other third parties regarding the proposed Mergers.

The occurrence of these or other events individually or in combination could have a material adverse effect on our business, results of operations, financial condition and stock price.

Table of Contents

The Merger Agreement contains provisions that could discourage a potential competing acquiror.

The Merger Agreement contains “no solicitation” provisions that restrict our ability to solicit, initiate, or knowingly encourage, facilitate or induce third party proposals for the acquisition of our common stock or to pursue an unsolicited offer, subject to certain limited exceptions. In addition, Marvell has an opportunity to modify the terms of the Mergers in response to any competing acquisition proposals before our board of directors may withdraw or change its recommendation with respect to the Merger Agreement. Upon the termination of the Merger Agreement to pursue an alternative transaction, including in connection with a “superior proposal”, we will be required to pay $300.0 million as a termination fee. These provisions could discourage a potential third-party acquiror from considering or proposing an acquisition transaction, even if it were prepared to pay a higher per share price than what would be received in the Delaware Merger. These provisions might also result in a potential third-party acquiror proposing to pay a lower price per share to our stockholders than it might otherwise have proposed to pay because of the added expense of the termination fee that may become payable. If the Merger Agreement is terminated and we determine to seek another business combination, we may not be able to negotiate a transaction with another party on terms comparable to, or better than, the terms of the Delaware Merger.

Our executive officers and directors have interests in the Delaware Merger that may be different from, or in addition to, the interests of our stockholders generally.

Our executive officers and members of our board of directors may be deemed to have interests in the Delaware Merger that may be different from or in addition to those of our stockholders, generally. These interests may create potential conflicts of interest. Our board of directors was aware of these potentially differing interests and considered them, among other matters, in evaluating and negotiating the Merger Agreement and in reaching its decision to approve the Merger Agreement and the transactions thereunder. These interests relate to or arise from, among other things:

●

the consideration payable to certain of our executive officers pursuant to retention agreements entered into in connection with the proposed Delaware Merger;

●

the consideration to be received in respect of equity awards held by our executive officers and directors;

●

the acceleration of vesting of equity awards held by our executive officers and directors in connection with the completion of the Mergers;

●

the right to continued indemnification and insurance coverage for our executive officers and directors following the completion of the Delaware Merger; and

●

the proposed appointment of Ford Tamer, our Chief Executive Officer and member of our board of directors, to the board of directors of HoldCo upon consummation of the Delaware Merger.

We will incur significant costs in connection with the Mergers, whether or not they are consummated.

We will incur substantial expenses related to the Mergers, whether or not they are completed. In addition, we will incur financial advisory fees that are payable upon consummation of the Mergers. Finally, we may also be required to pay $300.0 million to Marvell if we terminate the Merger Agreement in certain circumstances or up to $25.0 million in expenses to Marvell if our stockholders do not approve the Merger Agreement and either we or Marvell terminate the Merger Agreement. Payment of these expenses by us as a standalone entity would adversely affect our operating results and financial condition and would likely adversely affect our stock price.

Litigation filed against us and Marvell could prevent or delay the completion of the Mergers or result in the payment of damages following completion of the Mergers.

We, Marvell, and members of our and their respective boards of directors are parties to various litigations related to the Merger Agreement and the Mergers, including putative shareholder class actions. Among other remedies, the plaintiffs in such matters are seeking to enjoin the Mergers. The results of complex legal proceedings are difficult to predict, and could delay or prevent the Mergers from being completed in a timely manner. Moreover, litigation could be time consuming and expensive, could divert the attention of our and Marvell’s management away from our and their regular businesses, and, if adversely resolved against either us or Marvell, could have a material adverse effect on our or Marvell’s respective financial condition or the condition of the combined company.

The ongoing effects of the COVID-19 pandemic could disrupt our business or the business of our customers or suppliers, and as such, may adversely affect our financial condition.

Our business, the businesses of our customers, and the businesses of our suppliers could be materially and adversely affected by the effects of the COVID-19 pandemic and the related governmental, business and community responses to it. Additionally, the economies and financial markets of many countries have been impacted by the pandemic, and the longevity and significance of the resulting economic impact is currently unknown. A significant economic downturn could materially and adversely affect our end customers, and thus could negatively impact demand for our products and our operating results. While the long-term economic impact and the duration of the COVID-19 pandemic may be difficult to assess or predict, the widespread pandemic has resulted in, and may continue to result in, significant disruption of global financial markets, which could reduce our ability to access capital and could negatively affect our liquidity and the liquidity and stability of markets for our securities. In addition, a recession, further market correction or depression resulting from the spread of COVID-19 could materially affect our business and the value of our securities.

Many state governments in the U.S. have issued “shelter in place” or “stay at home” orders that generally require residents to remain in their homes, subject to certain exceptions for essential services. The continuing impact of these, and similar orders may adversely impact the efficiency and effectiveness of our organization, as well as the operations of our suppliers and customers. For example, we face additional risks and challenges related to having a portion of our workforce working from home, including added pressure on our IT systems and the security of our network, and new challenges as our team adjusts to online collaboration. Additionally, our ability to participate in informal collaborative discussions with our customers, such as in-person attendance at industry trade shows, standards meetings, or during routine visits by our sales team, may be truncated or impossible in areas with stay at home orders in place. We may experience delays in the qualification and testing of our products by our customers if our customers are unable to perform these processes remotely, which may, in turn, affect our revenues.

The ongoing effects of the pandemic also may have a negative impact on the operations of our suppliers. For example, our principal foundries are located in Taiwan, and our international headquarters, which purchases all wafer material and owns the material until the manufacturing process is complete and the product is shipped to a customer, are located in Singapore. The business of our principal foundries in Taiwan, and the business of our international headquarters in Singapore could be significantly and negatively impacted if the pandemic worsens in Taiwan or in Singapore, or if additional and more restrictive governmental orders are imposed on companies operating there.

The demand for our product is already difficult to ascertain and the additional pressures on our supply chain, as well as the operations of our customers, due to the impact of or response to the COVID-19 pandemic, could result in temporary or long-term disruption in our supply chain, delays in the delivery of our product, or delays in the qualification and testing of our products in our customer’s systems. If the impact of an outbreak continues for an extended period, it could adversely impact the growth of our revenues.

Table of Contents

We may sell one or more of our product lines, from time to time, as a result of our evaluation of our products and markets, and any divestiture could adversely affect our continuing business and our expenses, revenues, results of operation, cash flows and financial position.

We periodically evaluate our various product lines and may, as a result, consider the divestiture of one or more of those product lines. For example, in August 2016, we sold our memory product business to Rambus Inc. for $90 million in cash. Any divestiture could adversely affect our continuing business and expenses, revenues, results of operations, cash flows and financial position.

Divestitures of product lines have inherent risks, including the expense of selling the product line, the possibility that any anticipated sale will not occur, delays in closing any sale, the risk of lower-than-expected proceeds from the sale of the divested business, unexpected costs associated with the separation of the business to be sold from the seller’s information technology and other operating systems, and potential post-closing claims for indemnification or breach of transition services obligations of the seller. Expected cost savings, which are offset by revenue losses from divested businesses, may also be difficult to achieve or maximize due to the seller’s fixed cost structure, and a seller may experience varying success in reducing fixed costs or transferring liabilities previously associated with the divested business.

Our business is dependent on capital expenditures by service providers, and any downturn that they experience could negatively impact our business.

Our business depends on continued capital expenditures by communication service providers and is subject to the cyclicality of such expenditures. Our communications semiconductor products are sold primarily to network equipment vendors that in turn sell their equipment to service providers. If the demand for our customers’ products declines or fails to increase, as a result of lower capital expenditures by service providers or any other factors, demand for our products will be similarly affected. The global economic downturn caused a significant reduction in capital spending on communications network equipment. While we are beginning to see improvement, there are no guarantees that this growth will continue, which could result in market volatility or another downturn. If there is another downturn, our business, operating results and financial condition may be materially harmed.

Our high-speed interconnect and optical transport business has historically relied on a small number of key customers for a substantial portion of its revenue, and the loss of one or more of these key customers or the diminished demand for these products from one or more such key customers would significantly reduce our revenue and profits.

With respect to our high-speed interconnect and optical transport business, a small number of customers have historically accounted for a substantial portion of the revenues in any particular period. We anticipate that our relationships with these key customers will continue to be important to this business, and we expect that this customer concentration will increase in the future. We have no long-term volume purchase commitments from our key customers. These customers may decide not to purchase our products at all, may purchase fewer products than they did in the past or may otherwise alter their purchasing patterns. Reductions, delays and cancellation of orders from our key customers or the loss of one or more key customers would significantly reduce our revenue and profits.

The failure of our distributors to perform as expected could materially reduce our future revenue or negatively impact our reported financial results.

We relied on a number of distributors, in particular Cyberlink, Arrow Electronics, Inc. and Paltek Corporation, to help generate customer demand, provide technical support and other value-added services to its customers, fill customer orders and stock its products. These distributors do not sell those products exclusively, and to the extent they choose to emphasize a competitor’s products over our products, our results of operations could be harmed. Our contracts with these distributors may be terminated by either party with notice. Our distributors are located all over the world, and are of various sizes and financial conditions. Lower sales, lower earnings, debt downgrades, the inability to access capital markets and higher interest rates could potentially affect our distributors’ operations. Further, our distributors have contractual rights to return unsold inventory to us, and, if this were to happen, we could incur significant cost in finding alternative sales channels for these products or through write-offs. Any adverse condition experienced by our distributors could negatively impact their level of support for our products or the rate at which they make payments to us and, consequently, could harm our results of operations. We rely on accurate and timely sales reports from our distributors in order for our financial results to represent the actual sales that our distributors make for us in any given period. Any inaccuracies or delays in these reports could negatively affect our ability to produce accurate and timely financial reports and to recognize revenue. We also rely on distributors for sales forecasts, and any inaccuracies in such forecasts could impair the accuracy of our projections and planned operations.

Our portfolio of marketable securities is significant and subject to market, interest and credit risk that may reduce its value.

We maintain a significant portfolio of marketable securities. Changes in the value of this portfolio could adversely affect our earnings. In particular, the value of our investments may decline due to increases in interest rates, downgrades of money market funds, U.S. Treasuries, municipal bonds, corporate bonds, certificates of deposit, variable rate demand notes, commercial paper and asset-backed securities included in our portfolio, instability in the global financial markets that reduces the liquidity of securities included in our portfolio, declines in the value of collateral underlying the asset-backed securities included in our portfolio and other factors. Each of these events may cause us to record charges to reduce the carrying value of our investment portfolio or sell investments for less than our acquisition cost. Although we attempt to mitigate these risks by investing in high quality securities and continuously monitoring our portfolio’s overall risk profile, the value of our investments may nevertheless decline.

Table of Contents

Tax benefits that we receive may be terminated or reduced in the future, which would increase our costs.

We continue to expand our international presence to take advantage of the opportunity to recruit additional engineering design talent, as well as to more closely align our operations geographically with our customers and suppliers in Asia. In certain international jurisdictions, we have also entered into agreements with local governments to provide us with, among other things, favorable local tax rates if certain minimum criteria are met. These agreements may require us to meet several requirements as to investment, headcount and activities to retain this status. We currently believe that we will be able to meet all the terms and conditions specified in these agreements. However, if adverse changes in the economy or changes in technology affect international demand for our products in an unforeseen manner or if we fail to otherwise meet the conditions of the local agreements, or if we fail to extend the favorable local tax rate, we may be subject to additional taxes, which in turn would increase our costs.

Changes in our effective tax rate may harm our results of operations. A number of factors may increase our future effective tax rates, including:

●

the jurisdictions in which profits are determined to be earned and taxed;

●

the resolution of issues arising from tax audits with various tax authorities;

●

changes in the measurement of our deferred tax assets and liabilities and in deferred tax valuation allowances;

●

changes in the value of assets or services transferred or provided from one jurisdiction to another;

●

adjustments to income taxes upon finalization of various tax returns;

●

increases in expenses not deductible for tax purposes, including write-offs of acquired in-process research and development and impairments of goodwill in connection with acquisitions;

●

changes in available tax credits;

●

effect of tax rate on accounting for acquisitions and dispositions; and

●

changes in tax laws, or the interpretation of such tax laws, and changes in U.S. generally accepted accounting principles.

We are subject to regulatory compliance requirements, including Section 404 of the Sarbanes-Oxley Act of 2002, which are costly to comply with, and our failure to comply with these requirements could harm our business and operating results.

As a public company, we incur significant legal, accounting and other expenses related to compliance with laws such as Section 404 of the Sarbanes-Oxley Act of 2002. Compliance with Section 404 requires that our management report on, and our independent registered public accounting firm attest to, the effectiveness of our internal control over financial reporting in our annual reports on Form 10-K. Section 404 compliance has in the past diverted, and may continue to divert, internal resources, and require a significant amount of time and effort. If we fail to comply with Section 404, or if in the future our Chief Executive Officer, Chief Financial Officer or independent registered public accounting firm determines that our internal control over financial reporting is not effective, we could be subject to sanctions or investigations by the New York Stock Exchange, the SEC, or other regulatory authorities.

Furthermore, investor perceptions of us may suffer, and this could cause a decline in the market price of our stock. Irrespective of compliance with Section 404, any failure of our internal controls could have a material adverse effect on our stated results of operations and harm our reputation.

The conditional conversion feature of our convertible senior notes, if triggered, may adversely affect our financial condition and operating results.

In the event the conditional conversion feature of our convertible senior notes is triggered, holders of notes will be entitled to convert such notes at any time during specified periods at their option. If one or more holders elect to convert their notes, unless we elect to satisfy our conversion obligation by delivering solely shares of our common stock, thereby incurring share dilution (other than paying cash in lieu of delivering any fractional share), we would be required to settle a portion or all of our conversion obligation through the payment of cash, which could adversely affect our liquidity. In addition, even if holders do not elect to convert their notes, we could be required under applicable accounting rules to reclassify all or a portion of the outstanding principal of the convertible notes as a current rather than long-term liability, which would result in a material reduction of our net working capital.

Table of Contents

The accounting method for convertible debt securities that may be settled in cash, such as the convertible notes, could have a material effect on our reported financial results.

Under Accounting Standards Codification 470-20, Debt with Conversion and Other Options, which we refer to as ASC 470-20, an entity must separately account for the liability and equity components of the convertible debt instruments (such as our convertible notes) that may be settled entirely or partially in cash upon conversion in a manner that reflects the issuer’s economic interest cost. The effect of ASC 470-20 on the accounting for the convertible notes is that the equity component is required to be included in the additional paid-in capital section of stockholders’ equity on our consolidated balance sheets, and the value of the equity component would be treated as debt discount for purposes of accounting for the debt component of the convertible notes. As a result, we are required to record a greater amount of non-cash interest expense in current periods presented as a result of the amortization of the discounted carrying value of the convertible notes to their face amount over the term of the convertible notes. We will report lower net income or higher net loss in our financial results because ASC 470-20 will require interest to include both the current period’s amortization of the debt discount and the instrument’s non-convertible interest rate, which could adversely affect our reported or future financial results, the trading price of our common stock and the trading price of the convertible notes.

In addition, under certain circumstances, convertible debt instruments (such as our convertible notes) that may be settled entirely or partly in cash are currently accounted for utilizing the treasury stock method, the effect of which is that the shares issuable upon conversion of the convertible notes are not included in the calculation of diluted earnings per share except to the extent that the conversion value of the convertible notes exceeds their principal amount. Under the treasury stock method, for diluted earnings per share purposes, the transaction is accounted for as if the number of shares of common stock that would be necessary to settle such excess, if we elected to settle such excess in shares, are issued. We cannot be sure that the accounting standards in the future will continue to permit the use of the treasury stock method. If we are unable to use the treasury stock method in accounting for the shares issuable upon conversion of the convertible notes, then our diluted earnings per share would be adversely affected.

We are leveraged financially, which could adversely affect our ability to adjust our business to respond to competitive pressures and to obtain sufficient funds to satisfy our future growth, business needs and development plans.

We have substantial existing indebtedness. For example, in April 2020, September 2016 and December 2015, we issued $506.0 million, $287.5 million and $230.0 million, respectively, in aggregate principal of convertible senior notes. The degree to which we are leveraged could have negative consequences, including, but not limited to, the following:

•

we may be more vulnerable to economic downturns, less able to withstand competitive pressures and less flexible in responding to changing business and economic conditions;

•

our ability to obtain additional financing in the future for working capital, capital expenditures, acquisitions, general corporate or other purposes may be limited;

•

a substantial portion of our cash flows from operations in the future may be required for the payment of the principal amount of our existing indebtedness when it becomes due; and

•

we may elect to make cash payments upon any conversion of the convertible notes, which would reduce our cash on hand.

Our ability to meet our payment obligations under our convertible notes depends on our ability to generate significant cash flow in the future. This, to some extent, is subject to general economic, financial, competitive, legislative, and regulatory factors as well as other factors that are beyond our control. There can be no assurance that our business will generate cash flow from operations, or that additional capital will be available to us, in an amount sufficient to enable us to meet our debt payment obligations and to fund other liquidity needs. If we are unable to generate sufficient cash flow to service our debt obligations, we may need to refinance or restructure our debt, sell assets, reduce or delay capital investments, or seek to raise additional capital. If we were unable to implement one or more of these alternatives, we may be unable to meet our debt payment obligations, which could have a material adverse effect on our business, results of operations, or financial condition.

Our business could be negatively impacted by information technology security events and other disruptions.

We face various cybersecurity threats, including threats to our information technology infrastructure and attempts to gain access to our proprietary or classified information, denial-of-service attacks, requests for money transfers, ransomware, as well as threats to the physical security of our facilities and employees. In addition, we face cyber threats from entities that may seek to target us through our customers, vendors, subcontractors, employees, and other third parties with whom we do business. Accordingly, we maintain information security partners and staff, policies and procedures for managing risk to our information systems, and conduct employee training on cybersecurity to mitigate persistent and continuously evolving cyber security threats. We have experienced cybersecurity threats such as viruses and attacks by hackers targeting our information technology systems. Although such events have not had a material impact to date on our financial condition, results of operations or liquidity or reputation, future threats could, among other things, cause harm to our business and our reputation; disrupt our operations; expose us to potential liability, regulatory actions and the loss of business; as well as impact our results of operations materially. Due to the evolving nature of these security threats, we cannot predict the potential impact of any future incident.

While we take measures to protect the security of, and prevent unauthorized access to, our systems and personal and proprietary information, the security controls for our systems, as well as other security practices we follow, may not prevent improper access to, or disclosure of, personally identifiable or proprietary information. Furthermore, data privacy is subject to frequently changing rules and regulations, which sometimes conflict among the various jurisdictions and countries in which we provide services. With the acquisitions of eSilicon and Arrive, we may be subject to the General Data Protection Regulation in Europe (GDPR). The GDPR and the California Consumer Privacy Act will result in increased compliance costs. Our failure to adhere to or successfully implement processes in response to these and other changing regulatory requirements in this area could result in legal liability or impairment to our reputation in the marketplace, which could have a material adverse effect on our business, financial condition and results of operations.

Table of Contents

Risks Related to Our Industry

We may be unable to make the substantial and productive research and development investments, which are required to remain competitive in our business.

The semiconductor industry requires substantial investment in research and development in order to develop and bring to market new and enhanced technologies and products. Many of our products originated with our research and development efforts and have provided us with a significant competitive advantage. Our research and development expenses were $269.1 million, $183.9 million and $167.9 million in 2020, 2019 and 2018, respectively. We are committed to investing in new product development in order to remain competitive in our target markets. We do not know whether we will have sufficient resources to maintain the level of investment in research and development required to remain competitive. In addition, there is no assurance that the technologies which are the focus of our research and development expenditures will become commercially successful.

Our business, financial condition and results of operations could be adversely affected by worldwide economic conditions, as well as political and economic conditions in the countries in which we conduct business.

Our business and operating results are impacted by worldwide economic conditions. Uncertainty about current global economic conditions may cause businesses to continue to postpone spending in response to tighter credit, unemployment or negative financial news. This in turn could have a material negative effect on the demand for our semiconductor products or the products into which our semiconductors are incorporated. Multiple factors relating to our international operations and to particular countries in which we operate could negatively impact our business, financial condition and results of operations. These factors include:

●

changes in political, regulatory, legal or economic conditions;

●

restrictive governmental actions, such as restrictions on the transfer or repatriation of funds and foreign investments and trade protection measures, including export duties and quotas and customs duties and tariffs;

●

disruptions of capital and trading markets;

●

changes in import or export requirements;

●

transportation delays;

●

civil disturbances or political instability;

●

geopolitical turmoil, including terrorism, war or political or military coups;

●

public health emergencies, such as the coronavirus outbreak in China and other countries;

●

differing employment practices and labor standards;

●

limitations on our ability under local laws to protect our intellectual property;

●

local business and cultural factors that differ from our customary standards and practices;

●

nationalization and expropriation;

●

changes in tax or intellectual property laws;

●

currency fluctuations relating to our international operating activities; and

●

difficulty in obtaining distribution and support.

A significant portion of our products are manufactured, assembled and tested outside the United States. Any conflict or uncertainty in these countries, including due to natural disasters, public health concerns, political unrest or safety concerns, could harm our business, financial condition and results of operations. In addition, if the government of any country in which our products are manufactured or sold sets technical standards for products manufactured in or imported into their country that are not widely shared, it may lead some of our customers to suspend imports of their products into that country, require manufacturers in that country to manufacture products with different technical standards and disrupt cross-border manufacturing relationships which, in each case, could harm our business. For example, the United States and China trade negotiations, the United Kingdom’s exit from the European Union, United States federal government budget disruptions and market volatility as a result of political leadership in certain countries all could have an adverse impact on our operations and business. Further, in March 2020, the World Health Organization declared the outbreak of coronavirus first reported in Wuhan, China ("COVID-19"), a pandemic, and the virus continues to spread in areas where we operate and sell our products and services. Several public health organizations have recommended, and many local governments have implemented, certain measures to slow and limit the transmission of the virus, including shelter in place and social distancing ordinances, which has resulted in a significant deterioration of economic conditions in many of the countries in which we operate. The impact of COVID-19 and the related disruptions caused to the global economy and our business did not have a material adverse impact on our business during the year ended December 31, 2020. While the impact of the pandemic may increase demand for our products either in the short-term or in the long-term, it may also adversely affect our ability to meet that demand, as measures taken in response to the pandemic may affect the operations of our suppliers and customers, as their own workforces are disrupted. As a result, our supply chain may be interrupted and we may experience delays in the delivery of our product. The impact of the pandemic on the global economy and on our business, as well as on the business of our suppliers and customers, and the additional measures that may be needed in the future in response to it, will depend on many factors beyond our control and knowledge.

Table of Contents

Changes in current or future laws or regulations or the imposition of new laws or regulations, including new or changed tax regulations, environmental laws, export control laws, anti-corruption laws and conflict minerals rules or new interpretations thereof, by federal or state agencies or foreign governments could impair our ability to compete in international markets.

Changes in current laws or regulations applicable to us, the imposition of new laws and regulations in the United States or other jurisdictions in which we do business, such as Argentina, Canada, China, Germany, Italy, Japan, Malaysia, Romania, Singapore, Spain, Taiwan, United Kingdom and Vietnam, any changes or uncertainties with respect to such laws or regulations or with respect to trade relations between the United States and any such jurisdictions or any adverse outcome as a result of a review or examination by the applicable taxing authority, could materially and adversely affect our business, financial condition and results of operations. For example, we have entered into agreements with local governments to provide us with, among other things, favorable local tax rates if certain minimum criteria are met, as discussed in our risk factor entitled “Tax benefits that we receive may be terminated or reduced in the future, which would increase our costs.” These agreements may require us to meet several requirements as to investment, headcount and activities to retain this status. If we fail to otherwise meet the conditions of the local agreements, we may be subject to additional taxes, which in turn would increase our costs. In addition, potential future U.S. tax legislation could impact the tax benefits we effectively realize under these agreements.

Due to environmental concerns, the use of lead and other hazardous substances in electronic components and systems is receiving increased attention. In response, the European Union passed the Restriction on Hazardous Substances (RoHS) Directive, legislation that limits the use of lead and other hazardous substances in electrical equipment. The RoHS Directive became effective July 1, 2006. We believe that our current product designs and material supply chains are in compliance with the RoHS Directive. If our product designs or material supply chains are deemed not to be in compliance with the RoHS Directive, we and our third-party manufacturers may need to redesign products with components meeting the requirements of the RoHS Directive and we may incur additional expense as well as loss of market share and damage to our reputation.

We are also subject to export control laws, regulations and requirements that limit which products we sell and where and to whom we sell our products. In some cases, it is possible that export licenses would be required from U.S. government agencies for some of our products in accordance with the Export Administration Regulations and the International Traffic in Arms Regulations. We may not be successful in obtaining the necessary export licenses in all instances. Any limitation on our ability to export or sell our products imposed by these laws would adversely affect our business, financial condition and results of operations. For example, in May 2019, added Huawei and certain of its non-U.S. affiliates to the Entity List. Huawei has been our customer, with Huawei accounting for approximately 11% and 14% of our total revenue in the years ended December 31, 2019 and 2018, respectively, and we expect a reduction in revenue as a result of these matters, at least in the short-term. We are currently assessing the long-term impact of these matters. In addition, changes in our products or changes in export and import laws and implementing regulations may create delays in the introduction of new products in international markets, prevent our customers from deploying our products internationally or, in some cases, prevent the export or import of our products to certain countries altogether. While we are not aware of any other current export or import regulations which would materially restrict our ability to sell our products in other countries, any change in export or import regulations or related legislation, shift in approach to the enforcement or scope of existing regulations, or change in the countries, persons or technologies targeted by these regulations, could result in decreased use of our products by, or in our decreased ability to export or sell our products to, existing or potential customers with international operations. In such event, our business and results of operations could be adversely affected. In addition, we are subject to economic and trade sanctions programs that are administered by the U.S. Treasury Department’s Office of Foreign Assets Control, that prohibit or restrict transactions to or from or dealings with specified countries, their governments, and in certain circumstances, with individuals and entities that are specially-designated nationals of those countries, narcotics traffickers and terrorists or terrorist organizations. Violations of these trade control laws and sanctions regulations are punishable by civil penalties, including fines, denial of export privileges, injunctions, asset seizures, debarment from government contracts, and revocations or restrictions of licenses, as well as criminal fines and imprisonment.

We are also subject to risks associated with compliance with applicable anti-corruption laws, including the Foreign Corrupt Practices Act (FCPA), which generally prohibits companies and their employees and intermediaries from making payments to foreign officials for the purpose of obtaining or keeping business, securing an advantage, or directing business to another, and requires public companies to maintain accurate books and records and a system of internal accounting controls. Under the FCPA, companies may be held liable for actions taken by directors, officers, employees, agents, or other strategic or local partners or representatives. If we or our intermediaries fail to comply with the requirements of the FCPA or similar laws, governmental authorities in the United States and elsewhere could seek to impose civil and criminal fines and penalties which could have a material adverse effect on our business, results of operations and financial condition.

Our product or manufacturing standards could also be impacted by new or revised environmental rules and regulations or other social initiatives. For instance, the SEC adopted disclosure requirements in 2012 relating to the sourcing of certain minerals from the Democratic Republic of Congo and certain other adjoining countries. These rules, which required reporting starting in 2014, could adversely affect our costs, the availability of minerals used in our products and our relationships with customers and suppliers. Also, since our supply chain is complex, we may face reputational challenges with our customers, stockholders, and other stakeholders if we are unable to sufficiently verify the origins for any conflict minerals used in the products that we sell.

We are subject to the cyclical nature of the semiconductor industry, which has suffered and may suffer from future recessionary downturns.

The semiconductor industry is highly cyclical and is characterized by constant and rapid technological change, rapid product obsolescence and price erosion, evolving standards and wide fluctuations in product supply and demand. The industry experienced a significant downturn during the current global recession. These downturns have been characterized by diminished product demand, production overcapacity, high inventory levels and accelerated erosion of average selling prices. The most recent downturn and any future downturns could negatively impact our business and operating results. Furthermore, any upturn in the semiconductor industry could result in increased competition for access to third-party foundry and assembly capacity. We are dependent on the availability of this capacity to manufacture and assemble our integrated circuits. None of our third-party foundry or assembly contractors has provided assurances that adequate capacity will be available to us in the future.

Table of Contents

Our products must conform to industry standards in order to be accepted by end-users in our markets.

Our products comprise only a part of larger electronic systems. All components of these systems must uniformly comply with industry standards in order to operate efficiently together. These industry standards are often developed and promoted by larger companies who are industry leaders and provide other components of the systems in which our products are incorporated. In driving industry standards, these larger companies are able to develop and foster product ecosystems within which our products can be used. We work with a number of these larger companies in helping develop industry standards with which our products are compatible. If larger companies do not support the same industry standards that we do, or if competing standards emerge, market acceptance of our products could be adversely affected, which would harm our business.

Some industry standards may not be widely adopted or implemented uniformly, and competing standards may still emerge that may be preferred by our customers. Products for communications and computing applications are based on industry standards that are continually evolving. Our ability to compete in the future will depend on our ability to identify and ensure compliance with these evolving industry standards. The emergence of new industry standards could render our products incompatible with products developed by other suppliers or make it difficult for our products to meet the requirements of certain OEMs. As a result, we could be required to invest significant time and effort and to incur significant expense to redesign our products to ensure compliance with relevant standards. If our products are not in compliance with prevailing industry standards for a significant period of time, we could miss opportunities to achieve crucial design wins. We may not be successful in developing or using new technologies or in developing new products or product enhancements that achieve market acceptance. Our pursuit of necessary technological advances may require substantial time and expense.

Industry consolidation may lead to increased competition and may harm our operating results.

There has been a trend toward industry consolidation in our markets for several years. We expect this trend to continue as companies attempt to improve the leverage of growing research and development costs, strengthen or hold their market positions in an evolving industry or are unable to continue operations. Companies that are strategic alliance partners in some areas of our business may acquire or form alliances with our competitors, thereby reducing their business with us. We believe that industry consolidation may result in stronger competitors that are better able to compete as sole-source vendors for customers. This could lead to more variability in our operating results and could have a material adverse effect on our business, operating results and financial condition.

General Risk Factors

The trading price and volume of our common stock is subject to price volatility. This volatility may affect the price at which you could trade our common stock.

The trading price of our common stock has experienced wide fluctuations. For example, the closing sale prices for our common stock have ranged from $58.59 to $160.98 in the twelve-month period ended December 31, 2020. Volatility in the market price of our common stock may occur in the future in response to many risk factors discussed herein and others beyond our control, including but not limited to:

●

actual or anticipated fluctuations in our financial condition and operating results;

●

changes in the economic performance or market valuations of other companies that provide high-speed analog and mixed signal semiconductor solutions;

●

loss of a significant amount of existing business;

●

actual or anticipated changes in our growth rate relative to our competitors;

●

actual or anticipated fluctuations in our competitors’ operating results or changes in their growth rates;

●

issuance of new or updated research or reports by securities analysts;

●

our announcement of actual results for a fiscal period that are higher or lower than projected results or our announcement of revenue or earnings guidance that is higher or lower than expected;

●

regulatory developments in our target markets affecting us, our customers or our competitors;

●

fluctuations in the valuation of companies perceived by investors to be comparable to us;

●

share price and volume fluctuations attributable to inconsistent trading volume levels of our shares;

●

sales or expected sales of additional common stock or equity or equity-linked securities;

●

terrorist attacks, health epidemics or natural disasters or other such events impacting countries where we or our customers have operations; and

●

general economic and market conditions.

Table of Contents

Furthermore, the stock markets have experienced extreme price and volume fluctuations that have affected and continue to affect the market prices of equity securities of many companies. These fluctuations often have been unrelated or disproportionate to the operating performance of those companies. These broad market and industry fluctuations, as well as general economic, political and market conditions such as recessions, interest rate changes or international currency fluctuations, may cause the market price of shares of our common stock to decline. In the past, companies that have experienced volatility in the market price of their stock have been subject to securities class action litigation. We may be the target of this type of litigation in the future. Securities litigation against us could result in substantial costs and divert our management’s attention from other business concerns, which could seriously harm our business. Each of these factors, among others, could harm the value of our common stock.

Due to the nature of our compensation program, our executive officers can sell shares of our common stock, often pursuant to trading plans established under Rule 10b5-1 of the Exchange Act, and certain of our executive officers currently have 10b5-1 trading plans in place. As a result, sales of common stock by our executive officers may not be indicative of their respective opinions of our performance at the time of sale or of our potential future performance. Nonetheless, the market price of our common stock may be affected by sales of shares by our executive officers.

If securities or industry analysts do not publish research or reports about our business, or if they change their recommendations regarding our stock adversely, our stock price and trading volume could decline.

The trading market for our common stock will be influenced by the research and reports that industry or securities analysts publish about us or our business. If one or more of the analysts who cover us downgrade our stock, our stock price would likely decline. If one or more of these analysts cease coverage of us or fail to regularly publish reports on us, we could lose visibility in the financial markets, which in turn could cause our stock price or trading volume to decline.

We may not be able to obtain capital when desired on favorable terms, if at all, or without dilution to our stockholders and our failure to raise capital when needed could prevent us from executing our growth strategy.

We believe that our existing cash and cash equivalents, investments in marketable securities, and cash flows from our operating activities, will be sufficient to meet our anticipated cash needs for at least the next 12 to 18 months. We operate in an industry, however, that makes our financial prospects difficult to evaluate. It is possible that we may not generate sufficient cash flow from operations or otherwise have the capital resources to meet our future capital needs. If this occurs, we may need additional financing to execute on our current or future business strategies, including to:

●

invest in our research and development efforts by hiring additional technical and other personnel;

●

expand our operating infrastructure;

●

acquire complementary businesses, products, services or technologies; or

●

otherwise pursue our strategic plans and respond to competitive pressures.

If we raise additional funds through the issuance of equity or convertible debt securities, the percentage ownership of our stockholders could be significantly diluted, and these newly-issued securities may have rights, preferences or privileges senior to those of existing stockholders. If we raise additional funds by obtaining loans from third parties, the terms of those financing arrangements may include negative covenants or other restrictions on our business that could impair our operational flexibility, and would also require us to incur interest expense. There is no assurance that additional financing will be available on terms favorable to us, or at all. If adequate funds are not available or are not available on acceptable terms, if and when needed, our ability to fund our operations, take advantage of unanticipated opportunities, develop or enhance our products, or otherwise respond to competitive pressures could be significantly limited.

Table of Contents

Delaware law and our corporate charter and bylaws contain anti-takeover provisions that could delay or discourage takeover attempts that stockholders may consider favorable, which could also reduce the market price of our common stock.

Provisions in our restated certificate of incorporation and amended and restated bylaws may have the effect of delaying or preventing a change of control or changes in our management. These provisions include the following:

●

the right of our board of directors to elect a director to fill a vacancy created by the expansion of our board of directors;

●

the classification of our board of directors so that only a portion of our directors are elected each year, with each director serving a three-year term;

●

the requirement for advance notice for nominations for election to our board of directors or for proposing matters that can be acted upon at a stockholders’ meeting;

●

the ability of our board of directors to alter our bylaws without obtaining stockholder approval;

●

the ability of our board of directors to issue, without stockholder approval, up to 10,000,000 shares of preferred stock with rights set by our board of directors, which rights could be senior to those of common stock;

●

the required approval of holders of at least two-thirds of the shares entitled to vote at an election of directors to adopt, amend or repeal our bylaws or amend or repeal the provisions of our certificate of incorporation regarding the election and removal of directors and the ability of stockholders to take action by written consent;

●

the elimination of the right of stockholders to call a special meeting of stockholders and to take action by written consent; and

●

designating the state and federal courts located within the State of Delaware as the exclusive forums for derivative actions, claims of breach of fiduciary duty by any director, officer or other employee, claims arising pursuant to any provisions of the Delaware General Corporation Law and claims governed by the internal affairs doctrine.

In addition, because we are incorporated in Delaware, we are governed by the provisions of Section 203 of the Delaware General Corporation Law. These provisions may prohibit or restrict large stockholders, in particular those owning 15% or more of our outstanding voting stock, from merging or combining with us. These provisions in our restated certificate of incorporation and amended and restated bylaws and under Delaware law could discourage potential takeover attempts and could reduce the price that investors might be willing to pay for shares of our common stock in the future and result in the market price of our common stock being lower than they would without these provisions.

We do not currently intend to pay dividends on our common stock and, consequently, the ability to achieve a return on an investment in our stock will depend on appreciation in the price of our common stock.

We have never declared or paid any cash dividends on our common stock and do not currently intend to do so for the foreseeable future. We currently intend to invest our future earnings, if any, to fund our growth. The success of an investment in shares of our common stock will depend upon any future appreciation in their value. There is no guarantee that our common stock will appreciate in value.

Table of Contents

Item 1b.

Unresolved Staff Comments

None.

Item 2.

Properties

We lease a 110,611 square feet office space in San Jose, California, which will expire on September 30, 2030. We also lease 42,197 square feet of office space in Westlake Village, California under a lease that will expire on December 31, 2024. We also lease 26,574 and 8,038 square feet of office in Irvine, California under leases that will expire on September 1, 2024 and October 31, 2024, respectively. We also have insignificant offices in certain countries where we operate. We believe that our current facilities are sufficient to meet our needs for the foreseeable future. For additional information regarding our obligations under property leases, see Note 8 of Notes to our Consolidated Financial Statements, included in Part II, “Item 8, Financial Statements and Supplementary Data.”

Item 3.

Legal Proceedings

Information regarding certain of our legal proceedings is set forth in Note 17 of Notes to our Consolidated Financial Statements, included in Part II, “Item 8, Financial Statements and Supplementary Data.”

Item 4.

MINE SAFETY DISCLOSURES

Not applicable.

Table of Contents

PART II

Item 5.

Market For Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

Market for Registrant’s Common Equity

Our common stock is traded on the Nasdaq Global Select Market under the symbol “IPHI”. As of February 22, 2021, we had approximately 24 holders of record of our common stock. This number does not include the number of persons whose shares are in nominee or in “street name” accounts through brokers.

We have never declared or paid any cash dividends on shares of our capital stock. We expect to retain all of our earnings to finance the expansion and development of our business and we do not currently intend to pay any cash dividends on our capital stock in the foreseeable future. Our board of directors will determine future dividends, if any.

Directors and executive officers have currently and may from time to time in the future, establish pre-set trading plans in accordance with Rule 10b5-1 promulgated under the Exchange Act.

Unregistered Sales of Equity Securities

On May 26, 2020, the Company settled the conversion of $1,000 principal value of its 2015 1.125% Convertible Senior Notes due 2020 (the “Convertible Notes 2015”) in which the Company issued 24 shares of Common Stock. On December 1, 2020, the Company settled the remaining principal balance of approximately $49.5 million of its Convertible Notes 2015. As part of the settlement, the Company issued 851,448 shares of Common Stock. The Company issued shares of Common Stock to the holders of the Convertible Notes 2015 in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act.

The conversion condition for the 2016 0.75% Convertible Senior Notes due 2021 (the “Convertible Notes 2016”) was met during the year ended December 31, 2020. During the year ended December 31, 2020, the Company settled approximately $3.9 million in aggregate principal amount of the Convertible Notes 2016 in which the Company issued 35,266 shares of Common Stock and paid the principal amount in cash. From January 1 to February 25, 2021, the Company settled approximately $14.6 million in aggregate principal amount of the Convertible Notes 2016 in which the Company issued 187,680 shares of Common Stock and paid $11.0 million in cash. The Company issued shares of Common Stock to holders of the Convertible Notes 2016 in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act.

Securities Authorized for Issuance under Equity Compensation Plans

Information regarding the securities authorized for issuance under our equity compensation plans can be found under Part III, “Item 12, Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.”

Share Performance Graph

The following information is not deemed to be “soliciting material” or to be “filed” with the SEC or subject to Regulation 14A or 14C under the Exchange Act or to the liabilities of Section 18 of the Exchange Act, and will not be deemed to be incorporated by reference into any filing under the Securities Act of 1933 or the Exchange Act, except to the extent we specifically incorporate it by reference into such a filing.

Set forth below is a line graph showing the cumulative total stockholder return (change in stock price plus reinvested dividends) assuming the investment of $100 on December 31, 2015 in each of our common stock, the S&P 500 Index and PHLX Semiconductor Index for the period commencing on December 31, 2015 and ending on December 31, 2020. The comparisons in the table are required by the SEC and are not intended to forecast or be indicative of future performance of our common stock.

Table of Contents

Item 6.

Selected Financial Data

The following selected financial data should be read together with Part II, “Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our consolidated financial statements and related notes included elsewhere in this report. The selected balance sheet data as of December 31, 2020 and 2019, and the selected statements of operations data for each of the years ended December 31, 2020, 2019, and 2018 have been derived from our audited consolidated financial statements included elsewhere in this report. The selected balance sheet data as of December 31, 2018, 2017 and 2016 have been derived from our audited consolidated financial statements not included in this report. Our consolidated statements of income (loss) have been retrospectively reclassified to present the results of operations of the memory product business as discontinued operations. Historical results are not necessarily indicative of the results to be expected in the future.

	Year Ended December 31,
	2020			2019			2018			2017			2016
	(in thousands, except share and per share data)
Consolidated Statement of Income (Loss) Data:

Revenue(1) (2)	$	682,954		$	365,635		$	294,490		$	348,201		$	266,277
Cost of revenue(1) (2) (3) (4)		311,823			152,814			129,345			151,698			85,581
Gross profit		371,131			212,821			165,145			196,503			180,696
Operating expenses:
Research and development(1) (2) (3) (4)		269,147			183,875			167,924			200,539			108,013
Sales and marketing(1) (2) (3)		61,290			47,722			43,080			42,381			26,534
General and administrative(1) (2) (3)		57,519			30,672			28,302			23,782			21,201
Total operating expenses		387,956			262,269			239,306			266,702			155,748
Income (loss) from operations		(16,825	)		(49,448	)		(74,161	)		(70,199	)		24,948
Interest expense(5)		(35,221	)		(34,920	)		(32,209	)		(29,842	)		(17,406	)
Loss on early extinguishment of debt(6)		(13,539	)		—			—			—			—
Other income, net(7)		10,295			11,853			2,408			3,961			3,914
Income (loss) before income taxes from continuing operations		(55,290	)		(72,515	)		(103,962	)		(96,080	)		11,456
Provision (benefit) for income taxes(8)		4,454			396			(8,211	)		(21,176	)		(15,057	)
Net income (loss) from continuing operations		(59,744	)		(72,911	)		(95,751	)		(74,904	)		26,513
Discontinued operations:
Gain from sale		—			—			—			—			78,544
Loss from discontinued operations		—			—			—			—			(3,802	)
Provision for income taxes		—			—			—			—			(1,799	)
Net income from discontinued operations		—			—			—			—			72,943
Net income (loss)	$	(59,744	)	$	(72,911	)	$	(95,751	)	$	(74,904	)	$	99,456
Earnings per share:
Basic
Net income (loss) from continuing operations	$	(1.20	)	$	(1.61	)	$	(2.19	)	$	(1.78	)	$	0.65
Net income from discontinued operations		—			—			—			—			1.80
Basic earnings per share	$	(1.20	)	$	(1.61	)	$	(2.19	)	$	(1.78	)	$	2.45
Diluted
Net income (loss) from continuing operations	$	(1.20	)	$	(1.61	)	$	(2.19	)	$	(1.78	)	$	0.60
Net income from discontinued operations		—			—			—			—			1.65
Diluted earnings per share	$	(1.20	)	$	(1.61	)	$	(2.19	)	$	(1.78	)	$	2.25
Weighted-average shares used in computing earnings per share:
Basic		49,901,181			45,226,717			43,690,581			42,165,213			40,565,433
Diluted		49,901,181			45,226,717			43,690,581			42,165,213			44,124,881

(1)

On December 12, 2016, we completed the acquisition of ClariPhy Communications Inc. (ClariPhy) for $303.7 million in cash. The results of operations of ClariPhy and estimated fair value of assets acquired and liabilities assumed were included in consolidated financial statements from the acquisition date. The acquisition resulted in a significant change in consolidated statement of income (loss) in 2020, 2019, 2018 and 2017 which includes:

(i) charge to cost of goods sold resulting from the step-up inventory acquired from ClariPhy; and

(ii) charge to cost of goods sold and operating expenses from amortization of acquired intangibles.

Footnotes continued on the following page.

Table of Contents

	As of December 31,
	2020		2019		2018		2017		2016
	(in thousands)
Consolidated Balance Sheet Data:
Cash and cash equivalents	$	103,529	$	282,723	$	172,018	$	163,450	$	144,867
Investments in marketable securities		63,389		140,131		235,339		241,737		249,476
Working capital		209,377		263,848		446,837		457,062		433,250
Total assets		1,008,236		976,006		889,873		917,506		990,595
Convertible debt		463,693		476,178		447,825		421,431		396,857
Other liabilities		190,833		153,227		75,354		84,674		131,214
Total stockholders’ equity		353,710		346,601		366,694		411,401		462,524

Footnotes continued from the prior page.

(2)

On January 10, 2020 and May 18, 2020, we completed the acquisition of eSilicon Corporation (eSilicon) for $214.6 million and Arrive Technologies Inc. (Arrive) for $20.1 million. The results of operations of eSilicon and Arrive and estimated fair value of assets acquired and liabilities assumed were included in consolidated financial statements from the acquisition dates. The acquisitions resulted in a significant change in consolidated statement of income (loss) in 2020 which includes:

(i) charge to cost of goods sold resulting from the step-up inventory acquired from eSilicon; and

(ii) charge to cost of goods sold and operating expenses from amortization of acquired intangibles.

(3)	Stock-based compensation expense is included in our results of operations as follows:

	Year Ended December 31,
	2020		2019		2018		2017		2016
	(in thousands)
Operating expenses:
Cost of revenue	$	7,859	$	6,208	$	2,527	$	2,045	$	1,796
Research and development		62,768		42,265		37,397		28,846		17,390
Sales and marketing		22,990		15,561		13,470		8,340		4,405
General and administrative		17,630		12,821		10,490		5,602		4,407
Discontinued operations		—		—		—		—		2,194

(4)	Cost of revenue and research and development expenses for the year ended December 31, 2017 included an impairment charge of $47.0 million as a result of abandonment of a project related to certain developed technology and in-process research and development from the ClariPhy acquisition.

(5)	In April 2020, we issued $506.0 million of 0.75% convertible senior notes due April 15, 2025. The interest expense resulted mainly from convertible debt issued in December 2015, September 2016 and April 2020.

(6)	In 2020, we repurchased $180.5 million and $227.0 million aggregate principal amount of the Convertible Notes 2015 and Convertible Notes 2016, respectively, paying a total of $411.7 million cash (excluding payment for accrued interest) and issued approximately 5.0 million shares of common stock. The repurchase was accounted for as a debt extinguishment which resulted in loss from early extinguishment of debt of $13.5 million.

(7)	Other income, net included an impairment charge of $7.0 million related to a non-marketable equity investment for the year ended December 31, 2018.

(8)	The benefit for income taxes for the year ended December 31, 2016 included the release of valuation allowance against deferred tax assets as a result of the acquisition of ClariPhy. The benefit for income taxes for the year ended December 31, 2017 included revaluation of deferred tax liabilities to the new federal tax rate of 21% and tax benefit from intercompany transfer of intellectual property rights. The benefit for income taxes for the year ended December 31, 2018 included partial release of federal valuation allowance resulting from the transfer of an acquired in-process research and development to developed technology in 2018 which allowed the related deferred tax liability to be considered a source of income for realizing deferred tax assets, as well as the revaluation of the foreign deferred tax liability on the in-process research and development based on the foreign tax rates applicable to the anticipated reversal periods. The income tax expense for the year ended December 31, 2020 included an income tax benefit for the reversal of certain unrecognized tax benefits as a result of the Internal Revenue Service exam conclusion with a no change report, substantially offset by income tax expense for the accrual of certain federal unrecognized tax benefit. The change in the unrecognized tax benefit had no impact on the Company’s income tax provision as a result of the full federal valuation allowance. In addition, the income tax expense for the year ended December 31, 2020 included an accrual for unrecognized tax benefit for foreign taxes and an income tax benefit for the remeasurement of certain net foreign deferred tax liability based on the renewed tax holiday period in Singapore.

Table of Contents

Item 7.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

This Management’s Discussion and Analysis of Financial Condition and Results of Operations and this report contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. When used in this report, the terms “may,” “might,” “will,” “objective,” “intend,” “should,” “could,” “can,” “would,” “expect,” “believe,” “estimate,” “predict,” “potential,” “plan,” “anticipate,” “seek,” “future,” “strategy,” “likely,” or the negative of these terms, and similar expressions are intended to identify forward-looking statements. These statements include statements regarding our proposed acquisition by Marvell and the timing and impact thereof; anticipated trends and challenges in our business and the markets in which we operate, including the market for 25G to 600G high-speed analog and mixed signal semiconductor solutions, demand for our current products, our plans for future products and anticipated features and benefits thereof, expansion of our product offerings and business activities, enhancements of existing products, our ability to forecast demand and its effects, the impact of U.S. government export restrictions on Huawei, our acquisitions and investments in other companies or technologies, including our acquisition of eSilicon, and the anticipated benefits thereof and increase in expenses related thereto, critical accounting policies and estimates, our expectations regarding our expenses and revenue, sources of revenue, our effective tax rate and tax benefits, the benefits of our products and services, our technological capabilities and expertise, our liquidity position and sufficiency thereof, including our anticipated cash needs and uses of cash, our ability to generate cash, our operating and capital expenditures and requirements and our needs for additional financing and potential consequences thereof, repatriation of cash balances from our foreign subsidiaries, our contractual obligations, our anticipated growth and growth strategies, including growing our end customer base, interest rate sensitivity, adequacy of our disclosure controls, our legal proceedings and warranty claims. These forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by these or any other forward-looking statements. These risks and uncertainties include, but are not limited to, those risks discussed below, as well as risks related to the satisfaction of the conditions to closing the acquisition by Marvell of us (including the failure to obtain necessary regulatory and stockholder approvals) in the anticipated timeframe or at all, risks related to the ability to realize the anticipated benefits of the acquisition, including the possibility that the expected benefits to the combined company from the proposed acquisition will not be realized or will not be realized within the expected time period, disruption from the transaction making it more difficult to maintain business, contractual and operational relationships, the unfavorable outcome of any legal proceedings that have been or may be instituted against Marvell, us or the combined company, the ability to retain key personnel, negative effects of this announcement or the consummation of the proposed acquisition on the market price of the capital stock of us or Marvell, and on our and Marvell’s operating results, risks relating to the value of the HoldCo Common Stock (as defined below)to be issued in the transaction, significant transaction costs, fees, expenses and charges, unknown liabilities, the risk of litigation and/or regulatory actions related to the proposed acquisition, the occurrence of any event, change or other circumstances that could give rise to the termination of the merger agreement; factors affecting our results of operations, our ability to manage our growth, our ability to sustain or increase profitability, demand for our solutions, the effect of changes in average selling prices for our products, our ability to compete, our ability to rapidly develop new technology and introduce new products, our ability to safeguard our intellectual property, our ability to qualify for tax holidays and incentives, trends in the semiconductor industry and fluctuations in general economic conditions, and the risks set forth throughout this report, including the risks set forth under Part I, “Item 1A, Risk Factors.” Readers are cautioned not to place undue reliance on these forward-looking statements, which are based on current expectations and reflect management's opinions only as of the date hereof. These forward-looking statements speak only as of the date of this Report. We expressly disclaim any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in our expectations with regard thereto or any changes in events, conditions or circumstances on which any such statement is based.

The following discussion and analysis should be read in conjunction with our consolidated financial statements and related notes that are included elsewhere in this Annual Report on Form 10-K.

Overview

We are a fabless provider of high-speed analog and mixed signal semiconductor solutions for the communications and cloud markets. Our analog and mixed signal semiconductor solutions provide high signal integrity at leading-edge data speeds while reducing system power consumption. Our semiconductor solutions are designed to address bandwidth bottlenecks in networks, maximize throughput and minimize latency in computing environments and enable the rollout of next generation communications and cloud infrastructures. Our solutions provide a vital high-speed interface between analog signals and digital information in high-performance systems such as telecommunications transport systems, enterprise networking equipment and data centers. We provide 25G to 600G high-speed analog and mixed signal semiconductor solutions for the communications market. We have a wide range of products in our portfolio with many products sold in communication and cloud markets as of December 31, 2020. We have ongoing, informal collaborative discussions with industry and technology leaders in Tier-1 cloud providers, telecom operators, network system OEMs and optical module and component vendors to design architectures and products that solve bandwidth bottlenecks in existing and next generation communications systems. Although we do not have any formal agreements with these entities, we engage in informal discussions with these entities with respect to anticipated technological challenges, next generation customer requirements and industry conventions and standards. We help define industry conventions and standards within the markets we target by collaborating with technology leaders, OEMs, systems manufacturers and standards bodies.

The recent history of our product development and sales and marketing efforts is as follows:

•

In 2015, we started sampling a new product in our 45GBaud Linear Coherent Product Family, IN4518SZ. The IN4518SZ is a quad linear differential to single-ended Mach-Zehnder Modulator Driver, pin-compatible with the linear driver IN3214SZ, for 200G coherent Optical interconnect applications. The IN4518SZ extends the reach of 200G coherent for telecommunication applications and enables one set of hardware to serve multiple segments in the telecommunication markets. We also announced the availability of the industry’s first, highly integrated, lowest power PAM4 chipset solutions for intra-data center and inter-data center cloud interconnects. The PAM4 chipset solution is a family of PAM4 PHY ICs for 40G (IN014020-XL), 50G (IN015050-SF), 100G (IN015025-CA), 400G (IN015025-CD) and a companion linear TIA (IN2860TA) to enable platform solutions for multi-rate PAM4 interconnects. We also started sampling IN3217SZ, a quad linear differential to single-ended Mach-Zehnder Modulator Driver in a Surface Mount Technology (SMT) package. The new SMT quad linear driver extends the product portfolio by utilizing cost effective packaging for higher volume 100G/200G coherent long haul and metro optical interconnect applications.

•

In 2016, we completed the acquisition of ClariPhy Communications, Inc. With this acquisition, we are able to provide a complete coherent platform to our customers in telecommunication and cloud interconnect applications. We also introduced ColorZ® reference design, the industry’s first Silicon Photonics 100G PAM4 platform solution for 80 km DWDM Data Center Interconnect in QSFP28 form factor. Utilizing advanced Pulse Amplitude Modulation signaling, ColorZ® delivers up to 4Tb/s of bandwidth over a single fiber and allows multiple data centers located up to 80 km of each other to be connected and act like a single data center. We further introduced a highly integrated Silicon Photonics (SiPho) technology platform for 100Gbit/s data center applications. The single-chip SiPho optics includes multi-channel modulators, photodetectors, multiplexers, demultiplexers, optical power monitors and fiber coupling structures all integrated onto a single integrated circuit. We also announced the availability of the industry’s lowest power Clock and Data Recovery Retimer for module applications, IN012525-CQ CMOS CDR and 45GBaud Linear Coherent Product Family, the industry’s first linear ICs enabling 400G coherent solutions for next-generation telecommunication and cloud applications. We also announced the industry’s first 400GbE platform solution for next-generation 400G CFP8 modules. The platform solution includes our PAM4 DSP IC that supports IEEE P802.3bs 400G/s Ethernet standard alongside its companion market leading linear TIA and linear drivers for client based cloud interconnects. With the introduction of these new products, we are offering customers an end-to-end platform solution for moving data faster within and between data centers. We also announced the production availability of a new product in the 32GBaud Linear Coherent Product Family. The IN3217SZ, a quad linear Mach-Zehnder Modulator Driver in a SMT package, extends the product portfolio by utilizing cost effective packaging for the 100G/200G coherent long haul and metro optical interconnect applications. We also announced the sampling of IN6450TA, the world’s first 64GBaud dual channel linear TIA/VGA amplifier. The IN6450TA supports data rates of 400Gbps to 600Gbps on a single wavelength for long haul, metro, and data center interconnect networks using coherent technology.

Table of Contents

•

In 2017, we started sampling IN6417SZ, the industry’s first 64GBaud quad linear differential to single-ended Mach-Zehnder Modulator Driver in 14x9 mm Surface Mount Technology (SMT) package. This new 64GBaud SMT quad linear driver extends our 64G product portfolio for next-generation 400G/600G coherent, long haul, and metro optical interconnect applications. We introduced Polaris™, the industry’s first 16nm CMOS PAM4 platform solution for next-generation cloud deployments. The Polaris platform includes our highly integrated, lowest power PAM4 digital signal processing IC alongside its companion market leading, low power linear driver and TIA for data center connectivity. We announced the commercial availability and production ramp of ColorZ®, the industry’s first Silicon Photonics 100G PAM4 platform solution for 80 km DWDM Data Center Interconnect in QSFP28 form factor, and our IN6450TA, the world’s first 64GBaud dual channel linear TIA/VGA amplifier. We also announced the new Vega™ family of low power 50/100/200/400G PAM4 Gearbox and Retimer DSPs for system line cards. Leveraging our DSP-based PAM4, the new Gearbox and Retimer DSPs expand bandwidth capacity of next generation networks, delivering accelerated connectivity for wired network infrastructure at cloud-scale data centers, enterprise, and service providers. We also started sampling our M200, an ultra-low power, and high-performance Coherent DSP, supporting 100G and 200G data rates for telecommunication and cloud interconnect applications. We announced the expansion of our ColorZ® portfolio with ColorZ-Lite™, 100G DWDM in QSFP28 form factor for campus and data center interconnects. The addition of ColorZ-Lite™ offers campus and data centers a cost optimized solution for shorter distances up to 20 km. We also expanded our 16nm Polaris™ PAM4 DSP portfolio for next generation 50G-400G cloud deployments. The new Polaris™ PAM4 DSP now includes products supporting an integrated driver to address the growing demands for lower power and reduced cost solutions over short reach data center optical connectivity.

•

In 2018, we announced our 16nm 400Gbps Porrima™ Single-Lambda PAM4 platform, the first complete 56GBaud platform solution for wired network infrastructure including hyperscale cloud data center, service provider and enterprise network. We also announced the production availability of the Polaris™ 16nm CMOS PAM4 platform. The Polaris platform is the industry’s first 16nm 28GBaud PAM4 DSP that includes integrated driver options for EML and VCSEL lasers to cover a broad range of optical interconnects from 50G to 400G. The platform also supports a family of discrete EML and VCSEL drivers and linear TIAs. We started shipping the production version of its M200 LightSpeed-III™, Coherent DSP with ultra-low power and high-performance supporting 100G and 200G data rates for telecommunication and cloud data center interconnect applications. We announced the expansion of its 16nm Porrima™ Single-Lambda PAM4 platform family, with the complete 100Gbps/56GBaud platform solution for 100G QSFP28 and SFP-DD DR/FR optical modules for wired network infrastructure including hyperscale cloud data center, service provider, wireless 5G and enterprise networks. We introduced the industry’s smallest form factor, lowest power and highest performance 64GBaud quad coherent TIA and driver. Paired up as a chipset, the new TIA and Driver will enable higher density line cards and pluggable solutions that are critical for next generation 400/600G telecommunication and cloud data center interconnect (DCI) applications.

•

In 2019, we announced our Porrima™ Gen2 Single-Lambda PAM4 platform with integrated laser drivers that reduces optical module Bill of Material (BOM) cost and enables sub-10 watt 400Gbps QSFP-DD optical transceiver modules for wired network infrastructure – including hyperscale cloud data center, service provider and enterprise networks. We also announced first to production of a 100Gbps and 400Gbps Single-Lambda PAM4 platform for the next frontier of data center and cloud networking. Our Porrima™ PAM4 platform is a complete 56GBaud solution, with linear TIA and drivers, for the optical network infrastructure including mass-scale cloud data center, service provider and enterprise networks. We started sampling our new Canopus™ coherent DSP, the industry’s first merchant 7nm coherent DSP. Canopus paves the way for an industry-wide paradigm shift in deployment models by providing low power and high density QSFP-DD, OSFP and CFP2-DCO coherent pluggable modules for cloud and telecom customers. We started engineering sampling of ColorZ® II, the industry's first 400ZR QSFP-DD pluggable coherent transceiver for cloud DCIs to major cloud operators and OEMs. COLORZ II enables large cloud operators to connect metro data centers at a fraction of the cost of traditional coherent transport systems and allows switch and router companies to offer the same density for both coherent DWDM and client optics in the same chassis.

•

In 2020, we completed the acquisition of eSilicon. With this acquisition, we are able to accelerate our roadmap in developing electro-optics solutions for cloud and telecommunications customers. We also purchased certain assets and rights of Arrive to expand our presence into strategic geographic regions for talent acquisition. We announced the availability of Capella™, our second-generation, high performance 112Gbps SerDes IP solution in 7nm. The Capella SerDes IP is designed to ensure high performance across the most demanding environments for network connectivity and data transmission. We started engineering sampling of our Spica™ 800G 7nm PAM4 DSP, the first 800Gbps or 8x100Gbps PAM4 DSP to enable 800G optical transceiver modules in QSFP-DD800 or OSFP form factors. The highly integrated Spica 800G platform includes our high-performance, low power PAM4 DSPs alongside its companion market leading low power linear driver and TIAs. We also announced our new Porrima™ Gen3 Single-Lambda PAM4 platform, the third generation of its industry-leading PAM4 platform solution optimized for hyperscale data center networks. The Porrima Gen3 platform reduces the total module power consumption, lowers total cost of ownership and enables a wider range of lasers, enriching the ecosystem with the next generation of innovation. We started engineering sampling of our next-generation 400G DR4 silicon photonics platform solution which includes a silicon photonics integrated circuit (PIC), a flip chip TIA, and an analog controller; all designed to work seamlessly with our Porrima™ PAM4 DSP to enable faster time to ramp and lower cost per bit. We announced our new Alcor™ PAM4 DSP platform to accelerate the industry’s transition from 25G to 100G per wavelength. Based on our Porrima™ PAM4 DSP platform, the new Alcor platform includes our PAM4 DSP technology, linear TIA and driver to provide even higher levels of integration and lower power for high-performance hyperscale data center, cloud computing and emerging AI applications. We also announced the Polaris™ Gen2 PAM4 platform, the industry’s first 50G, 28Gbaud PAM4 DSP solution based on low-power 7nm CMOS technology. Polaris Gen2 builds on the innovation of our field-proven Polaris Gen1 PAM4 platform, providing even higher levels of integration and lower power for high-performance hyperscale data center, cloud computing and emerging AI applications.

Table of Contents

Our products are designed into systems sold by OEMs, including Tier-1 OEMs in the telecom and networking system markets worldwide. We believe we are one of a limited number of suppliers to these OEMs for the types of products we sell, and in some cases we may be the sole supplier for certain applications. We sell both directly to these OEMs and to module manufacturers, ODMs, and subsystems providers that, in turn, sell to these OEMs. During the year ended December 31, 2020, we sold our products to approximately 140 customers. A significant portion of our revenue has been generated by a limited number of customers. In the year ended December 31, 2020, we believe that sales to Microsoft and Innolight, directly and indirectly, through subcontractors, accounted for approximately 12% and 14% of our total revenue, respectively. We sell products to Cyberlink, a distributor who sells to various end customers. Sales to Cyberlink accounted for approximately 15% of our total revenue for the year ended December 31, 2020. In the year ended December 31, 2019, we believe that sales to Microsoft and Huawei, directly and indirectly, through subcontractors, accounted for approximately 14% and 11% of our total revenue, respectively. We sell products to Fabrinet, a subcontractor who sells to various end customers. Sales to Fabrinet accounted for approximately 11% of our total revenue for the year ended December 31, 2019. In the year ended December 31, 2018, we believe that sales to Microsoft, Huawei, and Cisco, directly and indirectly, through subcontractors, accounted for approximately 18%, 14% and 11% of our total revenue, respectively. Sales to Cyberlink accounted for approximately 11% of our total revenue for the year ended December 31, 2018. Substantially all of our sales to date, including our sales to Microsoft, Innolight, Fabrinet, Cyberlink, Huawei and Cisco, are made on a purchase order basis. Since the beginning of 2006, we have shipped more than 121 million high-speed analog and mixed signal semiconductors, of which eSilicon contributed approximately 39 million units in 2020. Our total revenue was $683.0 million, $365.6 million and $294.5 million for the years ended December 31, 2020, 2019 and 2018, respectively. The increase in our revenue in 2020 was primarily due to increases in telecommunication and cloud products as well as the inclusion of eSilicon revenues.

In April 2010, we received approval from the government of Singapore to set up an international headquarters from which to conduct our international operations. Because of its geographic alignment with suppliers and customers, we established our operations in Singapore to become a new international headquarters office for receiving and fulfilling orders for product shipped to locations outside the United States. In addition, we built a team of engineering capability in Singapore both for development as well as testing associated with manufacturing. International operations in Singapore commenced on May 1, 2010 and during 2010, we transitioned our international operations from the United States to our Singapore subsidiary.

Demand for new features changes rapidly. It is difficult for us to forecast the demand for our products, in part because of the complex supply chain between us and the end-user markets that incorporate our products. Due to our lengthy product development cycle, it is critical for us to anticipate changes in demand for our various product features and the applications they serve to allow sufficient time for product development and design. Our failure to accurately forecast demand can lead to product shortages that can impede production by our customers and harm our customer relationships. Conversely, our failure to forecast declining demand or shifts in product mix can result in excess or obsolete inventory.

Although revenue generated by each design win and the timing of the recognition of that revenue can vary significantly, we consider ongoing design wins to be a key factor in our future success. We consider a design win to occur when an OEM or contract manufacturer notifies us that it has selected our products to be incorporated into a product or system under development. The design win process is typically lengthy, and as a result, our sales cycles will vary based on the market served, whether the design win is with an existing or new customer and whether our product is under consideration for inclusion in a first or subsequent generation product. In addition, our customers’ products that incorporate our semiconductors can be complex and can require a substantial amount of time to define, design and produce in volume. As a result, we can incur significant design and development expenditures in circumstances where we do not ultimately recognize, or experience delays in recognizing revenue. Our customers generally order our products on a purchase order basis. We do not have any long-term purchase commitments (in excess of one year) from any of our customers. Once our product is incorporated into a customer’s design, however, we believe that our product is likely to continue to be purchased for that design throughout that product’s life cycle because of the time and expense associated with redesigning the product or substituting an alternative semiconductor. Our design cycle from initial engagement to volume shipment is typically two to three years. Product life cycles in the markets we serve typically range from five to 10 years or more and vary by application.

Pending Merger with Marvell Technology Group Ltd. (“Marvell”)

On October 29, 2020, we entered into an Agreement and Plan of Merger and Reorganization (the “Merger Agreement”) with Marvell Technology Group Ltd., a Bermuda exempted company (“Marvell”), Maui HoldCo, Inc., a Delaware corporation and a wholly-owned subsidiary of Marvell (“HoldCo”), Maui Acquisition Company Ltd, a Bermuda exempted company and a wholly-owned subsidiary of HoldCo (“Bermuda Merger Sub”), and Indigo Acquisition Corp., a Delaware corporation and a wholly-owned subsidiary of HoldCo (“Delaware Merger Sub”), pursuant to which, subject to the terms and conditions of the Merger Agreement, Bermuda Merger Sub would merge with and into Marvell, with Marvell surviving the merger as a wholly-owned subsidiary of HoldCo (the “Bermuda Merger”), followed immediately by the merger of Delaware Merger Sub with and into Inphi, with Inphi surviving the merger as a wholly-owned subsidiary of HoldCo (the “Delaware Merger” and, together with the Bermuda Merger, the “Mergers”). The Mergers would result in a combined company domiciled in the United States, with Marvell shareholders owning approximately 83% of the combined company, and our stockholders owning approximately 17% of the combined company.

Table of Content

Summary of Consolidated Financial Results

As discussed in more detail below, for the year ended December 31, 2020, compared to the year ended December 31, 2019, we delivered the following financial performance.

●

Total revenue increased by $317.3 million, or 87% to $683.0 million.

●

Gross profit as a percentage of revenue decreased from 58% to 54%.

●

Total operating expenses increased by $125.7 million, or 48% to $388.0 million.

●

Loss from operations decreased by $32.6 million to $16.8 million.

	●	During the year ended December 31, 2020, we repurchased and converted some of our Convertible Notes 2015 and Convertible Notes 2016 which resulted in a loss on early extinguishment of $13.6 million.
	●	Provision for income taxes increased by $4.1 million to $4.5 million.

●

Loss per share decreased by $0.41 to $1.20.

The increase in our revenue for the year ended December 31, 2020 was primarily the result of increases in telecommunication and cloud products as well as the inclusion of eSilicon revenues.

Gross profit as a percentage of revenue decreased from 58% to 54% due mainly to amortization of inventory fair value step-up related to acquired eSilicon inventories and amortization of acquired intangibles.

Total operating expenses increased in 2020 due primarily to an increase in headcount and stock-based compensation expense as a result of new equity grants. Our expenses mainly consist of personnel costs, which include compensation, benefits, payroll related taxes and stock-based compensation. From December 31, 2019 to December 31, 2020, our headcount increased by 90, mostly in the engineering department. In addition, the acquisitions of eSilicon and Arrive added 311 employees, including transition employees. We expect expenses to continue to increase in absolute dollars as we continue to invest resources to develop more products, to support the growth of our business. Our loss per share decreased primarily due to higher gross profit, partially offset by higher operating expenses, loss on early extinguishment of debt and provision for income taxes.

Our cash and cash equivalents were $103.5 million at December 31, 2020, compared with $282.7 million at December 31, 2019. Cash provided by operating activities was $155.6 million during the year ended December 31, 2020 compared to $96.9 million during the year ended December 31, 2019. Cash used in investing activities was $213.6 million compared to cash provided by investing activities was $63.0 million during the year ended December 31, 2019. Cash used in financing activities was $121.2 million during the year ended December 31, 2020 compared to $49.3 million during the year ended December 31, 2019.

Critical Accounting Policies and Significant Management Estimates

Our consolidated financial statements are prepared in accordance with U.S. Generally Accepted Accounting Principles (GAAP). In connection with the preparation of our consolidated financial statements, we are required to make assumptions and estimates about future events, and apply judgments that affect the reported amounts of assets, liabilities, revenue, expenses and the related disclosures. We base our assumptions, estimates and judgments on historical experience, current trends and other factors that management believes to be relevant at the time our consolidated financial statements are prepared. On a regular basis, we review the accounting policies, assumptions, estimates and judgments to ensure that our consolidated financial statements are presented fairly and in accordance with GAAP. However, because future events and their effects cannot be determined with certainty, actual results could differ from our assumptions and estimates, and such differences could be material. In March 2020, the outbreak of COVID-19 was declared a pandemic by the World Health Organization. While the nature of the situation is dynamic, we considered the impact when developing our estimates and assumptions noted above. The actual results experienced by us may differ materially and adversely from our estimates. To the extent there are material differences between our estimates and the actual results, our future results of operations will be affected.

Our significant accounting policies are discussed in Note 1 of the Notes to our Consolidated Financial Statements. We believe that the following accounting estimates are the most critical to aid in fully understanding and evaluating our reported financial results, and they require our most difficult, subjective or complex judgments, resulting from the need to make estimates about the effect of matters that are inherently uncertain. We have reviewed these critical accounting estimates and related disclosures with our audit committee.

Revenue Recognition

We recognize revenue when the control of the promised goods or services is transferred to customers in an amount that reflects the consideration we expect to receive in exchange for such goods or services.

Our products are fully functional at the time of shipment and do not require additional production, modification, or customization. We recognize revenue upon transfer of control at a point in time when title transfers either upon shipment to or receipt by the customer, net of accruals for estimated sales returns and allowances. Sales and other taxes we collect are excluded from revenue. The fee is based on specific products and quantities to be delivered at specified prices, which is evidenced by a customer purchase order or other persuasive evidence of an arrangement. Certain distributors may receive a credit for the price discounts associated with the distributors' customers that purchased those products. We estimate the extent of these distributor price discounts at each reporting period to reduce accounts receivable and revenue. Although we accrue an estimate of distributor price discount, we do not issue these discounts to the distributor until the inventory is sold to the distributors' customers. As of December 31, 2020 and 2019, the estimated price discount was $0.4 million and $0.7 million, respectively. Payment terms of customers are typically 30 to 60 days after invoice date. Our products are under warranty against defects in material and workmanship generally for a period of one or two years. We accrue for estimated warranty cost at the time of sale based on anticipated warranty claims and actual historical warranty claims experience including knowledge of specific product failures that are outside of our typical experience.

Table of Content

Occasionally, we enter into license and development agreements with some of our customers and recognize revenue from these agreements upon completion and acceptance by the customer of contract deliverables by milestones or as services are provided, depending on the terms of the arrangement. Revenue is deferred for any amounts billed or received prior to completion of milestones or delivery of services. We believe the milestone method or input method based on costs incurred best depict efforts expended to transfer services to the customers under most of our development agreements. Certain contracts may include multiple performance obligations in which we allocate revenues to each performance obligation based on observable evidence. When stand-alone selling prices are not directly observable, we use the adjusted market assessment approach or residual approach, if applicable.

We perform ongoing credit evaluations of our customers and assesses each customer’s credit worthiness. We monitor collections and payments from our customers and maintain an allowance for credit loss based upon applying an expected credit loss rate to receivables based on the historical loss rate from similar high risk customers adjusted for current conditions, including any specific customer collection issues identified, and forecasts of economic conditions. Delinquent account balances are written off after management has determined that the likelihood of collection is remote. As of December 31, 2020, our allowance for credit loss was $0.2 million. As of December 31, 2019, our allowance for doubtful accounts was $1.2 million.

If actual results are not consistent with the assumptions and estimates used, for example, if the financial condition of the customer deteriorated, we may be required to record additional expense that could materially negatively impact our operating results. To date, however, substantially all of our receivables have been collected within the following quarter.

Inventory Valuation

We value our inventory, which includes materials, labor and overhead, at the lower of cost and net realizable value. Cost is computed using standard cost, which approximates actual cost, on a first-in, first-out basis. We periodically write-down our inventory to the lower of cost and net realizable value based on our estimates that consider historical usage and future demand. These factors are impacted by market and economic conditions, technology changes, new product introductions and changes in strategic direction. The calculation of our inventory valuation, specifically the write-down for excess or obsolete inventories, requires management to make assumptions and to apply judgment regarding forecasted customer demand and technological obsolescence that may turn out to be inaccurate. Inventory valuation reserves, once established, are not reversed until the related inventory has been sold or scrapped.

We have not made any material changes in the accounting methodology we use to record inventory reserves during the past three years. We do not believe there is a reasonable likelihood that there will be a material change in the future estimates or assumptions that we use to calculate our inventory reserve. However, if estimates regarding customer demand are inaccurate or changes in technology affect demand for certain products in an unforeseen manner, we may be exposed to losses or gains that could be material.

Product Warranty

Our products are under warranty against defects in material and workmanship generally for a period of one or two years. We accrue for estimated warranty cost at the time of sale based on anticipated warranty claims and actual historical warranty claims experience including knowledge of specific product failures that are outside of our typical experience. The warranty obligation is determined based on product failure rates, cost of replacement and failure analysis cost. We monitor product returns for warranty-related matters and monitor both a specific and general accrual for the related warranty expense based on specific circumstances and general historical experience. Our warranty obligation requires management to make assumptions regarding failure rates and failure analysis costs. If actual warranty costs differ significantly from these estimates, adjustments may be required in the future, which would adversely affect our gross margins and operating results. The warranty liability as of December 31, 2020 and 2019 was immaterial.

Business Combinations

We use the acquisition method of accounting for business combinations and recognize assets acquired and liabilities assumed measured at their fair values on the date acquired. This requires us to recognize separately from goodwill the assets acquired and the liabilities assumed at their acquisition date fair values. Goodwill as of the acquisition date is measured as the excess of consideration transferred over the net of the acquisition date fair values of the assets acquired and the liabilities assumed. While we use our best estimates and assumptions to accurately value assets acquired and liabilities assumed at the acquisition date as well as contingent consideration, where applicable, our estimates are inherently uncertain and subject to refinement. As a result, during the measurement period, which may be up to one year from the acquisition date, we may adjust the assets acquired and liabilities assumed with the corresponding offset to goodwill. Upon the conclusion of the measurement period or final determination of the values of assets acquired or liabilities assumed, whichever comes first, any subsequent adjustments are recognized in our consolidated statements of income (loss).

Accounting for business combinations requires our management to make significant estimates and assumptions, especially at the acquisition date, including our estimates for intangible assets, contractual obligations assumed and pre-acquisition contingencies, where applicable. Although we believe the assumptions and estimates we have made in the past have been reasonable and appropriate, they are based, in part, on historical experience and information obtained from the management of the acquired companies and are inherently uncertain. Critical estimates in valuing certain of the intangible assets we have acquired include, but are not limited to: future expected cash flows from product sales, customer contracts and acquired technologies, expected costs to develop in-process research and development into commercially viable products, estimated cash flows from the projects when completed, and discount rates. Unanticipated events and circumstances may occur that may affect the accuracy or validity of such assumptions, estimates or actual results.

Table of Content

Goodwill and Long-Lived Assets

Goodwill is recorded as the difference, if any, between the aggregate consideration paid for an acquisition and the fair value of the acquired net tangible and intangible assets. We evaluate goodwill on an annual basis in the fourth quarter or more frequently if we believe indicators of impairment exist. Significant management judgment is required in performing periodic impairment tests. To review for impairment, we first assess qualitative factors to determine whether events or circumstances lead to a determination that it is more likely than not that the fair value of any of our reporting unit is less than its carrying amount. Our qualitative assessment of the recoverability of goodwill, whether performed annually or based on specific events or circumstances, considers various macroeconomic, industry-specific and company-specific factors. Those factors include: (i) severe adverse industry or economic trends; (ii) significant company-specific actions, including exiting an activity in conjunction with restructuring of operations; (iii) current, historical or projected deterioration of our financial performance; or (iv) a sustained decrease in our market capitalization below our net book value. After assessing the totality of events and circumstances, if we determine that it is not more likely than not that the fair value of any of our reporting unit is less than its carrying amount, no further assessment is performed. If, however, we determine that it is more likely than not that the fair value of any of our reporting unit is less than its carrying amount, an impairment loss is recognized in an amount equal to the excess. If our actual results, or the plans and estimates used in future impairment analyses, are lower than the original estimates used to assess the recoverability of these assets, we could incur additional impairment charges.

We assess the impairment of long-lived assets, which consist primarily of property and equipment and intangible assets, including purchased in-process research and development, whenever events or changes in circumstances indicate that such assets might be impaired and the carrying value may not be recoverable. Events or changes in circumstances that may indicate that an asset is impaired include significant decreases in the market value of an asset, significant underperformance relative to expected historical or projected future results of operations, a change in the extent or manner in which an asset is utilized, significant declines in our overall estimated fair value for a sustained period, shifts in technology, loss of key management or personnel, changes in our operating model or strategy and competitive forces. If events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable and the expected undiscounted future cash flows attributable to the asset are less than the carrying amount of the asset, an impairment loss equal to the excess of the asset’s carrying value over its fair value is recorded. Fair value is determined based on the present value of estimated expected future cash flows using a discount rate commensurate with the risk involved, quoted market prices or appraised values, depending on the nature of the assets. Assumptions and estimates about future values and remaining useful lives are complex and often subjective.

There was no evidence of impairment based on the annual impairment testing for the year ended December 31, 2020.

Stock-Based Compensation

We account for stock-based compensation in accordance with authoritative guidance which requires the measurement and recognition of compensation expense for all share-based payment awards made to employees and directors based on the grant date fair values of the awards. The fair value of stock option awards is estimated using the Black-Scholes option pricing model. The fair value of restricted stock units is based on the fair market value of our common stock on the date of grant. The performance-based stock units are subject to the achievement of a pre-established revenue goal and earnings per share on a non-GAAP basis. Once the goals are met, the performance-based stock units are subject to four years of vesting from the original grant date, contingent upon continuous service. The fair value of the performance-based stock units is calculated using the same method as our standard restricted stock units described above. The value of the award that is ultimately expected to vest is recognized as expense over the requisite service periods in our consolidated statements of income (loss). If the award has a market condition, we estimate the fair value using Monte Carlo simulation model and recognize compensation ratably over the service period unless the award also has a graded vesting feature, in which case, we recognize compensation using graded vesting method. We elected to treat share-based payment awards with graded vesting schedules and time-based service conditions as a single award and recognize stock-based compensation expense on a straight-line basis (net of estimated forfeitures) over the requisite service period. Stock-based compensation expenses are classified in the consolidated statements of income (loss) based on the department to which the related employee reports.

We account for stock options or awards issued to non-employees in accordance with the guidance consistent with our accounting of stock-based compensation awards to employees. Stock options or awards to non-employees are accounted for at grant date fair value using the Black-Scholes option pricing model or fair value of our stock. We recognize compensation cost for awards with performance conditions when achievement of those conditions are probable, rather than upon their achievement.

The Black-Scholes option pricing model requires management to make assumptions and to apply judgment in determining the fair value of our awards. The most significant assumptions and judgments include estimating the fair value of underlying stock, expected volatility and expected term. In addition, the recognition of stock-based compensation expense is impacted by estimated forfeiture rates.

We do not believe there is a reasonable likelihood that there will be material changes in the estimates and assumptions we use to determine stock-based compensation expense. In the future, if we determine that other valuation models are more reasonable, the stock-based compensation expense that we record in the future may differ significantly from what we have recorded using the Black-Scholes option or Monte Carlo simulation pricing models.

Table of Content

Income Taxes

Deferred tax assets and liabilities are determined based on differences between financial reporting and tax bases of assets and liabilities, and are measured using the enacted tax rates and laws that will be in effect when and where the differences are expected to reverse. We recognize the deferred income tax effects of a change in tax rates in the period of enactment. We record a valuation allowance to reduce deferred tax assets to the amount that we believe is more likely than not to be realized. In assessing the need for a valuation allowance, we consider all positive and negative evidence, including scheduled reversals of deferred tax liabilities, historical levels of income, projections of future income, expectations and risk associated with estimates of future taxable income and ongoing prudent and practical tax planning strategies. To the extent that we believe it is more likely than not that some portion of our deferred tax assets will not be realized, we would increase the valuation allowance against deferred tax assets. The determination of recording or releasing a tax valuation allowance is made, in part, pursuant to an assessment performed by management regarding the likelihood that we will generate sufficient future taxable income against which the benefits of our deferred tax assets may or may not be realized. This assessment requires management to exercise significant judgment and make estimates with respect to our ability to generate revenue, gross profits, operating income and taxable income in future periods. Among other factors, management must make assumptions regarding current and projected overall business and semiconductor industry conditions, operating efficiencies, our ability to timely develop, introduce and consistently manufacture new products to meet our customers’ needs and specifications, our ability to adapt to technological changes and the competitive environment, which may impact our ability to generate taxable income and, in turn, realize the value of our deferred tax assets. Although we believe that the judgment we used is reasonable, actual results can differ due to a change in market conditions, changes in tax laws and other factors.

We have valuation allowance against deferred tax assets in certain tax jurisdictions for the years ended December 31, 2020, 2019 and 2018. The valuation allowance was established due to negative evidence that included our cumulative losses in the U.S. and various foreign subsidiaries, after considering permanent tax differences. During the year ended December 31, 2018, we released a portion of the federal valuation allowance against deferred tax assets as a result of the transfer of an acquired in-process research and development to developed technology in 2018, which allowed the related deferred tax liability to be considered a source of income for realizing deferred tax assets.

In accordance with the Financial Accounting Standards Board’s (FASB) guidance on Accounting for Uncertainty in Income Taxes, we perform a comprehensive review of uncertain tax positions regularly. The guidance 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. We determine the tax liability for uncertain tax positions based on a two-step process. The first step is to determine whether it is more likely than not based on technical merits that each income tax position would be sustained upon examination. The second step is to measure the tax benefit as the largest amount that has a greater than 50% likelihood of being realized upon ultimate settlement with a tax authority that has full knowledge of all relevant information. The assessment of each tax position requires significant judgment and estimates. We believe our tax return positions are fully supported, but tax authorities could challenge certain positions, which may not be fully sustained. All tax positions are periodically analyzed and adjusted as a result of events, such as the resolution of tax audits, issuance of new regulations or new case law, negotiations with tax authorities, and expiration of statutes of limitations. The income tax expense for the year ended December 31, 2020 included a reversal of certain unrecognized tax benefit as a result of the Internal Revenue Service exam conclusion with a no change report. The reversal of the unrecognized tax benefit had no impact on the Company’s income tax provision as a result of the full federal valuation allowance. The income tax expense for the year ended December 31, 2020 included an accrual for unrecognized tax benefit for foreign taxes and an income tax benefit for the remeasurement of certain net foreign deferred tax liability based on the renewed tax holiday period in Singapore.

On December 22, 2017, Public Law 115-97, informally referred to as the Tax Cuts and Jobs Act (Tax Reform Act) was signed into law. The Tax Reform Act contains significant changes to U.S. federal corporate income taxation, including a reduction of the corporate tax rate from 35% to 21% effective January 1, 2018, a one-time transition tax on deemed mandatory repatriation of accumulated earnings and profits of foreign subsidiaries in conjunction with the elimination of U.S. tax on dividend distributions from foreign subsidiaries, and a temporary 100% first-year depreciation deduction for certain capital investments. The effect of the tax law changes must be recognized in the period of enactment. As a result of the change in tax rate, our deferred tax assets and liabilities are required to be remeasured to reflect their value at a lower tax rate of 21%. SAB 118 allows for a measurement period of up to one year after the enactment date of the new tax legislation to finalize the recording of the related tax impacts. In accordance with SAB 118, as of December 31, 2017, we made a provisional estimate of the remeasurement of the federal deferred tax assets and liabilities as of December 31, 2017 to reflect the reduced U.S. statutory corporate tax rate to 21%, the mandatory repatriation income which was fully absorbed by the U.S. net operating loss, the related valuation allowance offset, and valuation allowance release on deferred tax assets for the federal alternative minimum tax credit that was made refundable by the Tax Reform Act. During 2018, we elected to account for GILTI as a period cost in the year the tax is incurred and made changes to its provisional estimates previously recorded for the mandatory repatriation upon filing of its 2017 U.S. income tax return. The change in the mandatory repatriation income was fully absorbed by the U.S. net operating loss, which is subject to valuation allowance, and resulted in no current tax liability. This measurement period adjustment had no net tax effect after the offsetting change to the valuation allowance. At December 31, 2018, we completed the accounting for all of the enactment-date income tax effects of the Tax Reform Act.

Table of Content

Results of Operations and Key Operating Metrics

The following describes the line items in the statements of operations, which we consider to be our key operating metrics.

Revenue. We generate revenue from sales of our semiconductor products to end customers. A portion of our products is sold indirectly to customers through distributors. Occasionally, we enter into license and development agreements with some of our customers and recognize revenue from these agreements upon completion and acceptance by the customer of contract deliverables by milestones or as services are provided, depending on the terms of the arrangement.

We design and develop high-speed analog and mixed signal semiconductor solutions for the communications and cloud markets. Our revenue is driven by various trends in these markets. These trends include the deployment and broader market adoption of next generation 400G technologies in communications and enterprise networks and the timing of next generation network.

Our revenue is also impacted by changes in the number and average selling prices of our semiconductor products. Our products are typically characterized by a life cycle that begins with higher average selling prices and lower volumes, followed by broader market adoption, higher volumes, and average selling prices that are lower than initial levels.

We operate in industries characterized by rapidly changing technologies and industry standards as well as technological obsolescence. Our revenue growth is dependent on our ability to continually develop and introduce new products to meet the changing technology and performance requirements of our customers, diversify our revenue base and generate new revenue to replace, or build upon, the success of previously introduced products which may be rapidly maturing. As a result, our revenue is impacted to a more significant extent by product life cycles for a variety of products and to a much lesser extent, if any, by any single product. We introduced ColorZ® in 2016 and began to ship in commercial volume in 2017. Sales of ColorZ® comprised 13%, 15% and 18% of our total revenue in 2020, 2019 and 2018, respectively. There were no other products that generated more than 10% of our total revenue in 2020, 2019 and 2018.

The following table is based on the geographic location to which our product is initially shipped. In most cases this will differ from the ultimate location of the end-user of a product containing our technology. For sales to our distributors, their geographic location may be different from the geographic locations of the ultimate end customer. Sales by geography for the periods indicated were:

	Year Ended December 31,
	2020		2019		2018
	(in thousands)
China	$	365,170	$	164,715	$	113,684
United States		162,978		103,402		87,545
Thailand		70,771		54,468		40,884
Other		84,035		43,050		52,377
	$	682,954	$	365,635	$	294,490

Cost of revenue. Cost of revenue includes cost of materials such as wafers processed by third-party foundries, costs associated with packaging and assembly, testing and shipping, cost of personnel, including stock-based compensation, as well as equipment associated with manufacturing support, logistics and quality assurance, warranty costs, write-down of inventories, amortization of production mask costs, amortization and impairment of developed technology and contract manufacturing rights, amortization of step-up values of inventory, overhead and other indirect costs, such as allocated occupancy and information technology costs.

As some semiconductor products mature and unit volumes increase, their average selling prices may decline. These declines are often paired with improvements in manufacturing yields and lower wafer, assembly and test costs, which offset some of the margin reduction that results from lower prices. However, our gross profit, period over period, may fluctuate as a result of changes in average selling prices due to new product introductions or existing product transitions into larger scale commercial volumes, manufacturing costs as well as our product and customer mix.

Table of Content

Research and development. Research and development expense includes personnel-related expenses, including salaries, stock-based compensation and employee benefits. It also includes pre-production engineering mask costs, software license expenses, prototype wafer, packaging and test costs, design and development costs, testing and evaluation costs, third-party fees paid to consultants, depreciation expense, impairment of in-process research and development, allocated facilities costs and other indirect costs. All research and development costs are expensed as incurred. We enter into development agreements with some of our customers. Recoveries from nonrecurring engineering services related to early stage technology are recorded as an offset to product development expense incurred in support of this effort and serve as a mechanism to partially recover development expenditures. These reimbursements are recognized upon completion and acceptance by the customer of contract deliverables or milestones. We expect research and development expense to increase in absolute dollars as we continue to invest resources to develop more products and enhance our existing product portfolio.

Sales and marketing. Sales and marketing expense consists primarily of salaries, stock-based compensation, employee benefits, travel, promotions, trade shows, marketing and customer support, commission payments to employees, depreciation expense and other indirect costs. We expect sales and marketing expense to increase in absolute dollars to support the growth of our business and promote our products to current and potential customers.

General and administrative. General and administrative expense consists primarily of salaries, stock-based compensation, employee benefits and expenses for executive management, legal, and finance. In addition, general and administrative expenses include fees for professional services and other indirect costs. We expect general and administrative expense to increase in absolute dollars due to the general growth of our business and the costs associated with continuing to be a public company for, among other things, SEC reporting and compliance, director fees, insurance, transfer agent fees and similar expenses.

Provision (benefit) for income taxes. For the year ended December 31, 2018, we recorded an income tax benefit of $8.2 million, which reflects an effective tax rate of 8%. The effective tax rate for the year ended December 31, 2018 differed from the statutory rate of 21% primarily due to the change in valuation allowance, foreign income taxes provided at lower rates, geographic mix in operating results, unrecognized tax benefits, recognition of federal and state research and development credits, and windfall tax benefits from stock-based compensation. In addition, the income tax benefit for the year ended December 31, 2018 included the partial release of federal valuation allowance resulting from the transfer of an acquired in-process research and development to developed technology in 2018 which allowed the related deferred tax liability to be considered a source of income for realizing deferred tax assets, as well as the revaluation of the foreign deferred tax liability on the in-process research and development based on the foreign tax rates applicable to the anticipated reversal periods, partially offset by income tax expense for the accrual of unrecognized tax benefit for foreign taxes. For the year ended December 31, 2019, we recorded an income tax expense of $0.4 million, which reflects an effective tax rate of (0.5%). The effective tax rate for the year ended December 31, 2019 differed from the statutory rate of 21% primarily due to the change in valuation allowance, foreign income taxes provided at lower rates, geographic mix in operating results, unrecognized tax benefits, recognition of federal and state research development credits, and windfall tax benefits from stock-based compensation. For the year ended December 31, 2020, we recorded an income tax expense of $4.5 million, which reflects an effective tax rate of (8.1%). The effective tax rate for the year ended December 31, 2020 differed from the statutory rate of 21% primarily due to the change in valuation allowance, foreign income taxes provided at lower rates, geographic mix in operating results, unrecognized tax benefits, recognition of federal and state research development credits, windfall tax benefits from stock-based compensation and global intangible low-taxed income (“GILTI”) inclusion. The income tax expense for the year ended December 31, 2020 included an income tax benefit for the reversal of certain unrecognized tax benefits as a result of the Internal Revenue Service exam conclusion with a no change report, substantially offset by income tax expense for the accrual of certain federal unrecognized tax benefit. The change in the unrecognized tax benefit had no impact on the Company’s income tax provision as a result of the full federal valuation allowance. In addition, the income tax expense for the year ended December 31, 2020 included an accrual for unrecognized tax benefit for foreign income taxes and an income tax benefit for the remeasurement of certain net foreign deferred tax liability based on the renewed tax holiday period in Singapore.

Table of Content

The following table sets forth a summary of our statement of income (loss) for the periods indicated:

	Year Ended December 31,
	2020			2019			2018
	(in thousands)
Revenue	$	682,954		$	365,635		$	294,490
Cost of revenue		311,823			152,814			129,345
Gross profit		371,131			212,821			165,145
Operating expenses:
Research and development		269,147			183,875			167,924
Sales and marketing		61,290			47,722			43,080
General and administrative		57,519			30,672			28,302
Total operating expenses		387,956			262,269			239,306
Loss from operations		(16,825	)		(49,448	)		(74,161	)
Interest expense		(35,221	)		(34,920	)		(32,209	)
Loss on early extinguishment of debt		(13,539	)		—			—
Other income, net		10,295			11,853			2,408
Loss before income taxes		(55,290	)		(72,515	)		(103,962	)
Provision (benefit) for income taxes		4,454			396			(8,211	)
Net loss	$	(59,744	)	$	(72,911	)	$	(95,751	)

The following table sets forth a summary of our statement of income (loss) as a percentage of each line item to the revenue:

	Year Ended December 31,
	2020			2019			2018
Revenue		100	%		100	%		100	%
Cost of revenue		46			42			44
Gross profit		54			58			56
Operating expenses:
Research and development		39			50			57
Sales and marketing		9			13			14
General and administrative		8			9			10
Total operating expenses		56			72			81
Loss from operations		(2	)		(14	)		(25	)
Interest expense		(5	)		(9	)		(11	)
Loss on early extinguishment of debt		(2	)		—			—
Other income, net		1			3			1
Loss before income taxes		(8	)		(20	)		(35	)
Provision (benefit) for income taxes		1			—			(3	)
Net loss		(9	)%		(20	)%		(32	)%

Table of Content

Comparison of the Years Ended December 31, 2020, 2019 and 2018

Revenue

							Change
	Year Ended December 31,						2020					2019
	2020		2019		2018		Amount		%			Amount		%
	(dollars in thousands)
Revenue	$	682,954	$	365,635	$	294,490	$	317,319		87	%	$	71,145		24	%

Revenue for the year ended December 31, 2020 increased by $317.3 million primarily due to an increase in the number of units sold, partially offset by a decrease in average selling price ("ASP"). Revenue for the year ended December 31, 2020 increased primarily due to increases in revenue from cloud products by $162.0 million, telecommunication products by $81.7 million and legacy products by $73.6 million. The number of units increased by 658% primarily due to eSilicon products sold. The ASP decreased by 75% due to an increase in the number of units sold of lower ASP eSilicon products. In addition, non-product revenue increased by $20.2 million due to transfer of manufacturing rights, new license and nonrecurring engineering development agreements.

Revenue for the year ended December 31, 2019 increased by $71.1 million mainly due to increases in the number of units sold and average selling price (ASP). Revenue for the year ended December 31, 2019 increased primarily due to increases in revenue from cloud products by $61.0 million and telecommunication products by $21.0 million, partially offset by decreases in revenue from legacy products by $10.9 million. The number of units sold increased for the year ended December 31, 2019 by 9% due to higher cloud products sold. The ASP increased by 8% due to decreases in the number of units sold of lower ASP products, such as legacy products, because of larger shipments to customers in the first quarter of 2018 due to an end of life program initiated in 2017. In addition, non-product revenue increased by $18.0 million due to new license and nonrecurring engineering development agreements.

The U.S. government export restrictions on Huawei were implemented in the middle of our third quarter of 2019, limiting revenue from that customer. However, the effect of this restriction was not material to our overall revenue in 2020 and 2019. Such restrictions have affected our revenue from Huawei in 2020 and may continue to inhibit growth in the future, we expect such restrictions to dampen potential growth between Huawei and us, as well as other U.S. suppliers, as Huawei has established internal goals to reduce its dependency on U.S. suppliers for any given product to less than 50%. In addition, the outbreak of the coronavirus may affect our business and our international operations. However, the potential impact is difficult to estimate.

Cost of Revenue and Gross Profit

										Change
	Year Ended December 31,									2020					2019
	2020			2019			2018			Amount		%			Amount		%
	(dollars in thousands)
Cost of revenue	$	311,823		$	152,814		$	129,345		$	159,009		104	%	$	23,469		18	%
Gross profit		371,131			212,821			165,145			158,310		74	%		47,676		29	%
Gross profit as a percentage of revenue		54	%		58	%		56	%		—		(4	%)		—		2	%

Cost of revenue and gross profit for the year ended December 31, 2020 increased by $159.0 million and $158.3 million, respectively, mainly due to higher revenue as discussed above. Gross profit as a percentage of revenue decreased from 58% to 54% due mainly to amortization of inventory fair value step-up related to acquired eSilicon inventories of $4.6 million, and amortization of acquired intangibles of $30.8 million during the year.

Cost of revenue and gross profit for the year ended December 31, 2019 increased by $23.5 million and $47.8 million, respectively, mainly due to higher revenue as discussed above. Gross profit as percentage of revenue slightly increased from 56% to 58% due mainly to product and revenue mix.

Research and Development

							Change
	Year Ended December 31,						2020					2019
	2020		2019		2018		Amount		%			Amount		%
	(dollars in thousands)
Research and development	$	269,147	$	183,875	$	167,924	$	85,272		46	%	$	15,951		9	%

Research and development expenses for the year ended December 31, 2020 increased by $85.3 million. Personnel costs and stock-based compensation increased by $34.8 million and $20.5 million, respectively, mainly as a result of the eSilicon acquisition, new hires and new equity awards granted to employees. In addition, software tools expense increased by $9.0 million mainly due to new software license subscriptions and cost of termination of eSilicon contracts. Foundry and allocated expenses increased by $3.6 million and $15.6 million, respectively, due to the eSilicon acquisition, increased design activities and higher engineering activities. Testing, laboratory supplies, packaging and pre-production engineering mask costs increased by $2.6 million due to increased research and development activities.

Research and development expenses for the year ended December 31, 2019 increased by $16.0 million. Stock-based compensation increased by $4.9 million mainly due to an increase in equity awards. In addition, information technology (IT), software tools expenses and allocated expenses increased by $6.0 million due to increased design activities and higher engineering activities. Testing, laboratory supplies, packaging, outside services and pre-production engineering mask costs increased by $4.0 million due to an increase in research and development activities.

We expect research and development expenses to increase due to our acquisition of eSilicon and our strategy to continue to expand our product offerings and enhance our existing product offerings.

Table of Content

Sales and Marketing

							Change
	Year Ended December 31,						2020					2019
	2020		2019		2018		Amount		%			Amount		%
	(dollars in thousands)
Sales and marketing	$	61,290	$	47,722	$	43,080	$	13,568		28	%	$	4,642		11	%

Sales and marketing expenses for the year ended December 31, 2020 increased by $13.6 million primarily due to increase in personnel costs and stock-based compensation by $4.8 million and $7.4 million, respectively, mainly as a result of the eSilicon acquisition, new hires and new equity awards granted to employees. In addition, commission expense increased by $1.1 million due to higher revenue.

Sales and marketing expenses for the year ended December 31, 2019 increased by $4.6 million primarily due to an increase in personnel costs, including stock-based compensation expenses of $3.1 million. In addition, commission expenses increased by $0.8 million due to higher revenue.

General and Administrative

							Change
	Year Ended December 31,						2020					2019
	2020		2019		2018		Amount		%			Amount		%
	(dollars in thousands)
General and administrative	$	57,519	$	30,672	$	28,302	$	26,847		88	%	$	2,370		8	%

General and administrative expenses for the year ended December 31, 2020 increased by $26.8 million. Salaries and stock-based compensation increased by $9.3 million, as a result of the eSilicon and Arrive acquisitions, new hires and new equity awards granted to employees. Professional service fees increased by $11.4 million, due to the acquisitions, including expenses related to the potential merger with Marvell. In addition, allocated expenses such as facility, human resources and information technology expenses increased by $3.8 million due to the acquisition of eSilicon and new building lease for the Company's head office in California.

General and administrative expenses for the year ended December 31, 2019 increased by $2.4 million. Salaries and stock-based compensation increased by $2.9 million, mainly due to higher equity awards. In addition, professional fees increased by $1.4 million due to higher outside legal fees in connection with the acquisition of eSilicon. The increases were partially offset by decreases in bad debts of $0.6 million and loss on settlement claims related to the ClariPhy acquisition of $1.8 million.

Provision (benefit) for Income Taxes

								Change
	Year Ended December 31,							2020				2019
	2020		2019		2018			Amount		%		Amount		%
	(dollars in thousands)
Provision (benefit) for income taxes	$	4,454	$	396	$	(8,211	)	$	4,058		N/M	$	8,607		105	%

For the year ended December 31, 2020, we recorded provision for income taxes of $4.5 million, which reflects an effective tax rate of (8.1%). The effective tax rate for the year ended December 31, 2020 differed from the statutory rate of 21% primarily due to the change in valuation allowance, foreign income taxes paid at lower rates, geographic mix in operating results, unrecognized tax benefits, recognition of federal and state research development credits, windfall tax benefits from stock-based compensation and GILTI inclusion. In addition, the income tax expense for the year ended December 31, 2020 included an accrual for unrecognized tax benefit for foreign income taxes and an income tax benefit for the remeasurement of certain net foreign deferred tax liability based on the renewed tax holiday period in Singapore.

For the year ended December 31, 2019, we recorded provision for income taxes of $0.4 million, which reflects an effective tax rate of (0.5%). The effective tax rate for the year ended December 31, 2019 differed from the statutory rate of 21% primarily due to the change in valuation allowance, foreign income taxes provided at lower rates, geographic mix in operating results, unrecognized tax benefits, recognition of federal and state research development credits, and windfall tax benefits from stock-based compensation.

For the year ended December 31, 2018, we recorded an income tax benefit of $8.2 million, which reflects an effective tax rate of 8%. The effective tax rate for the year ended December 31, 2018 differed from the statutory rate of 21% primarily due to the change in valuation allowance, foreign income taxes provided at lower rates, geographic mix in operating results, unrecognized tax benefits, recognition of federal and state research and development credits, and windfall tax benefits from stock-based compensation. In addition, the income tax benefit for the year ended December 31, 2018 included the partial release of federal valuation allowance resulting from the transfer of an acquired in-process research and development to developed technology in 2018 which allowed the related deferred tax liability to be considered a source of income for realizing deferred tax assets, as well as the revaluation of the foreign deferred tax liability on the in-process research and development based on the foreign tax rates applicable to the anticipated reversal periods, partially offset by income tax expense for the accrual of unrecognized tax benefit for foreign taxes.

Our effective tax rate in the future will depend upon the proportion of our income before provision for income taxes earned in the United States and in jurisdictions with a tax rate lower than the U.S. statutory rate, as well as a number of other factors, including excess tax benefits from share-based compensation, settlement of tax contingency items, and the impact of new legislation.

Table of Contents

Liquidity and Capital Resources

As of December 31, 2020, we had cash and cash equivalents and investments in marketable securities of $166.9 million. Our primary uses of cash are to fund operating expenses, purchase inventory, acquire property, and equipment, tax payments associated with stock withholding, business acquisitions and convertible debt purchases or repayments. Cash used to fund operating expenses is impacted by the timing of when we pay these expenses, as reflected in the changes in our outstanding accounts payable and accrued expenses. Our primary sources of cash are cash receipts on accounts receivable from our revenue. In 2020, 2016 and 2015, we issued convertible debt, which resulted in an increase in cash and cash equivalents. Aside from the growth in amounts billed to our customers, net cash collections of accounts receivable are impacted by the efficiency of our cash collections process, which can vary from period to period, depending on the timing of shipments and payment cycles of our major customers.

The following table summarizes our cash flows for the periods indicated:

	Year Ended December 31,
	2020			2019			2018
	(in thousands)
Net cash provided by operating activities	$	155,585		$	96,944		$	78,159
Net cash provided by (used in) investing activities		(213,591	)		63,017			(35,650	)
Net cash used in financing activities		(121,188	)		(49,256	)		(33,941	)
Net increase (decrease) in cash and cash equivalents	$	(179,194	)	$	110,705		$	8,568

Net Cash Provided by Operating Activities

Net cash provided by operating activities in 2020 primarily reflected depreciation and amortization of $127.7 million, stock-based compensation expense of $111.2 million, accretion of convertible debt and amortization of issuance expenses of $29.3 million, loss on termination of software lease contracts of $3.4 million, loss on early extinguishment of debt of $13.5 million, deferred income taxes of $3.7 million, decrease in prepaid expenses and other assets of $28.4 million, and increase in accounts payable of $11.2 million, partially offset by a net loss of $59.7 million, net unrealized gain on equity investment of $2.0 million, realized gain on equity investments of $5.0 million, increases in accounts receivable of $50.8 million and inventories of $35.2 million and decreases in accrued expenses of $11.4 million, deferred revenue of $7.9 million and other liabilities of $1.9 million. Our prepaid expenses and other current assets decreased due to collection of receivables from eSilicon stockholders to pay eSilicon employees, settlement of receivable from eSilicon upon close of the acquisition, receipt of lease incentive allowance and usage of prepaid expenses. Our accounts payable and inventories increased due to build-up of inventories for future shipments and addition of eSilicon inventories. Our accounts receivable increased due to higher revenue. Accrued expenses decreased due to payment to eSilicon employees as part of the acquisition. Our deferred revenue decreased due to services provided or shipment of products. Other liabilities decreased due to payments.

Net cash provided by operating activities in 2019 primarily reflected depreciation and amortization of $96.7 million, stock-based compensation expenses of $76.9 million, and accretion of convertible debt and amortization of issuance expenses of $28.4 million, partially offset by a net loss of $72.9 million, net unrealized gain on equity investment of $2.2 million, gain on sale of equity investment of $0.9 million, amortization of discount on marketable securities of $1.1 million, increases in accounts receivable of $1.5 million, inventories of $22.0 million and prepaid expenses and other assets of $2.7 million and decreases in deferred revenue of $1.7 million and accrued expenses of $0.8 million. Our accounts receivable increased due mainly to increase in revenue. Our inventories increased due to build-up of inventories for future shipments. Our prepaid expenses and other assets increased due to receivable from mask sharing arrangement. Our deferred revenue decreased due to services provided or milestone completions. Our accrued expenses decreased due to payments.

Net Cash Provided by (Used in) Investing Activities

Net cash used in investing activities during the year ended December 31, 2020 primarily consisted of acquisitions of businesses of $223.7 million, purchases of marketable securities of $41.9 million and equity investments of $6.0 million and purchases of property and equipment of $74.8 million, partially offset by proceeds from maturities and sales of marketable securities of $118.7 million and proceeds from eSilicon investment of $15.0 million.

Net cash provided by investing activities in 2019 primarily consisted of sales and maturities of marketable securities of $371.5 million and proceeds from sale of an equity investment of $3.4 million, partially offset by purchases of marketable securities of $274.2 million, purchases of property and equipment of $29.5 million, purchases of intangible assets of $1.1 million and purchases of equity investments of $7.0 million.

Table of Content

Net Cash Used in Financing Activities

Net cash used in financing activities during the year ended December 31, 2020 primarily consisted of payment for debt repurchases and settlement of $461.2 million, minimum tax withholding paid on behalf of employees for net share settlement of $80.4 million, purchase of capped call options of $55.7 million, payment of obligations related to purchase of intangible assets and equipment financing of $35.5 million, partially offset by proceeds from convertible debt, net of issuance cost of $492.5 million, proceeds from the exercise of stock options and ESPP purchases of $19.1 million.

Net cash used in financing activities in 2019 primarily consisted of minimum tax withholding paid on behalf of employees for net share settlement of $33.6 million, payments of obligations related to purchase of intangible assets of $24.2 million and payment of equipment financing obligations of $0.4 million, partially offset by proceeds from exercises of stock options and employee stock purchase plan purchases of $9.0 million.

Operating and Capital Expenditure Requirements

Our principal sources of liquidity as of December 31, 2020 consisted of $166.9 million of cash, cash equivalents and investments in marketable securities. Based on our current operating plan, we believe that our existing cash and cash equivalents and investments in marketable securities from operations will be sufficient to finance our operational cash needs through at least the next 12 - 18 months. In the future, we expect our operating and capital expenditures to increase as we increase headcount, expand our business activities and grow our end customer base which will result in higher needs for working capital. Our ability to generate cash from operations is also subject to substantial risks described in Part I, “Item 1A, Risk Factors.” If any of these risks occur, we may be unable to generate or sustain positive cash flow from operating activities. We would then be required to use existing cash and cash equivalents to support our working capital and other cash requirements. If additional funds are required to support our working capital requirements, acquisitions or other purposes, we may seek to raise funds through equity or debt financing or from other sources. We currently plan to establish a small line of credit in the first quarter of 2021 to address potential temporary dislocations of geographic cash availability which may occur either from a timing of payment or collection point of view. We are also forecasting approximately $60 million in tax payments with respect to stock withholding in each of March and April 2021. In the future, if we raise additional funds through the issuance of equity or convertible debt securities, the percentage ownership of our stockholders could be significantly diluted, and these newly-issued securities may have rights, preferences or privileges senior to those of existing stockholders. If we raise additional funds by obtaining loans from third parties, the terms of those financing arrangements may include negative covenants or other restrictions on our business that could impair our operating flexibility, and would also require us to incur interest expense. We can provide no assurance that additional financing will be available at all or, if available, that we would be able to obtain additional financing on terms favorable to us.

Contractual Obligations, Commitments and Contingencies

The following table summarizes our outstanding contractual obligations as of December 31, 2020:

	Payments due by period
	Total		Less Than 1 Year		1-3 Years		3-5 Years		More Than 5 Years
	(in thousands)
Convertible debt	$	566,517	$	60,517		—	$	506,000		—
Interest payable on convertible debt		17,530		4,248	$	7,590		5,692		—
Operating lease obligations		51,980		7,045		14,193		10,951	$	19,791
Obligations related to software license intangibles		45,859		30,250		15,609		—		—
Obligations under service contract		640		391		166		83		—
Obligations under equipment financing		94		94		—		—		—

As of December 31, 2020, we recorded a liability for our uncertain tax position of $1.1 million. We are unable to reasonably estimate the timing of payments in individual years due to uncertainties in the timing of the effective settlement of tax positions.

We depend upon third-party subcontractors to manufacture our wafers. Our subcontractor relationships typically allow for the cancellation of outstanding purchase orders, but require payment of all expenses incurred through the date of cancellation. As of December 31, 2020, the total value of open purchase orders for wafers was approximately $40.6 million. As of December 31, 2020, we have a commitment to pay $0.3 million of mask costs.

Off-Balance Sheet Arrangements

Since our inception, we have not engaged in any off-balance sheet arrangements, such as the use of structured finance, special purpose entities or variable interest entities.

Recent Authoritative Accounting Guidance

See Note 1 of the Notes to our Consolidated Financial Statements for information regarding recently issued accounting pronouncements.

Table of Content

Item 7A.

Quantitative and Qualitative Disclosures About Market Risk

Interest Rate Sensitivity

We had cash and cash equivalents and investments in marketable securities of $166.9 million and $422.9 million at December 31, 2020 and December 31, 2019, respectively, which was held for working capital purposes. Our exposure to market interest-rate risk relates primarily to our investment portfolio. We do not use derivative financial instruments to hedge the market risks of our investments. We manage our total portfolio to encompass a diversified pool of investment-grade securities to preserve principal and maintain liquidity. We place our investments with high-quality issuers, money market funds and debt securities. Our investment portfolio as of December 31, 2020 consisted of money market funds, municipal bonds, corporate bonds and commercial paper. Investments in fixed rate instruments carry a degree of interest rate risk. Fixed rate securities may have their market value adversely impacted due to an increase in interest rates. Due in part to this factor, our future investment income may fall short of expectations due to changes in interest rates or if the decline in fair value of our publicly traded debt investments is judged to be other-than-temporary. We may suffer losses in principal if we are forced to sell securities that have declined in market value due to changes in interest rates. However, because any debt securities we hold are classified as available-for-sale, no gains or losses are realized in the income statement due to changes in interest rates unless such securities are sold prior to maturity or unless declines in value are determined to be other-than-temporary. These securities are reported at fair value with the related unrealized gains and losses, net of applicable taxes, included in accumulated other comprehensive income, reported in a separate component of stockholders' equity. Although we currently expect that our ability to access or liquidate these investments as needed to support our business activities will continue, we cannot ensure that this will not change. We believe that, if market interest rates were to change immediately and uniformly by 10% from levels at December 31, 2020, the impact on the fair value of these securities or our cash flows or income would not be material.

In a low interest rate environment, as short-term investments mature, reinvestment can occur at less favorable market rates. Given the short-term nature of certain investments, the current interest rate environment may negatively impact our investment income.

As of December 31, 2020, we had outstanding debt of $566.5 million in the form of convertible notes. The fair value of our convertible notes is subject to interest rate risk, market risk and other factors due to the convertible feature. The fair value of our convertible notes will generally increase as interest rates fall and decrease as interest rates rise. In addition, the fair value of our convertible notes will generally increase as our common stock price increases and will generally decrease as our common stock price declines in value. The interest and market value changes affect the fair value of our convertible notes but do not impact our financial position, cash flows or results of operations due to the fixed nature of the debt obligation.

Our cash and cash equivalents and investment in marketable securities at December 31, 2020 consisted of $141.1 million held domestically, with the remaining balance of $25.8 million held by foreign subsidiaries. There may be adverse tax effects upon repatriation of these funds to the United States. We do not plan to repatriate cash balances from foreign subsidiaries to fund our operations in the United States.

Foreign Currency Risk

To date, our international customer and vendor agreements have been denominated almost exclusively in United States dollars. Accordingly, we have limited exposure to foreign currency exchange rates and currently enter into immaterial foreign currency hedging transactions.

Table of Content

Item 8.

Financial Statements and Supplementary Data

Index to Consolidated Financial Statements


Report of Independent Registered Public Accounting Firm	51
Consolidated Balance Sheets	52
Consolidated Statements of Income (Loss)	53
Consolidated Statements of Comprehensive Income (Loss)	54
Consolidated Statements of Stockholders’ Equity	55
Consolidated Statements of Cash Flows	56
Notes to Consolidated Financial Statements	57

Table of Content

Report of Independent Registered Public Accounting Firm

To the Board of Directors and Stockholders of Inphi Corporation

Opinions on the Financial Statements and Internal Control over Financial Reporting

We have audited the accompanying consolidated balance sheets of Inphi Corporation and its subsidiaries (the “Company”) as of December 31, 2020 and 2019, and the related consolidated statements of income (loss), of comprehensive income (loss), of stockholders’ equity and of cash flows for each of the three years in the period ended December 31, 2020, including the related notes (collectively referred to as the “consolidated financial statements”). We also have audited the Company's internal control over financial reporting as of December 31, 2020, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2020 and 2019, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2020 in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2020, based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO.

Change in Accounting Principle

As discussed in Note 1 to the consolidated financial statements, the Company changed the manner in which it accounts for leases in 2019.

Basis for Opinions

The Company's management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in Management’s Annual Report on Internal Control over Financial Reporting appearing under Item 9A. Our responsibility is to express opinions on the Company’s consolidated financial statements and on the Company's internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.

Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.

Definition and Limitations of Internal Control over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Critical Audit Matters

The critical audit matters communicated below are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that (i) relate to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

Inventory Valuation – Write-down for Excess or Obsolete Inventories

As described in Note 1 to the consolidated financial statements, inventories are stated at the lower of cost and net realizable value. As of December 31, 2020, the Company’s consolidated inventories balance was $111.4 million. Inventories are reduced for write-downs based on periodic reviews for evidence of slow-moving or obsolete parts. Management’s write-down is based on the comparison between inventory on hand and forecasted customer demand for each specific product. Inventory write-downs are also established when conditions indicate the net realizable value is less than cost due to technological obsolescence, changes in price level or other causes. As disclosed by management, the calculation of inventory valuation, specifically the write-down for excess or obsolete inventories, requires management to make assumptions and to apply judgment regarding forecasted customer demand and technological obsolescence.

The principal considerations for our determination that performing procedures relating to inventory valuation, specifically the write-down for excess or obsolete inventories, is a critical audit matter are (i) the significant judgment by management when estimating the write-down related to the technological obsolescence assumption, which in turn led to (ii) significant auditor judgment, subjectivity, and effort in performing procedures and evaluating audit evidence relating to the technological obsolescence assumption.

Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedures included testing the effectiveness of controls relating to management’s inventory valuation, including controls over management’s write-down for excess or obsolete inventories. These procedures also included, among others, testing management’s process for the write-down for excess or obsolete inventories. Testing management’s process included (i) evaluating the appropriateness of management’s process, (ii) testing the completeness and accuracy of the underlying data used by management, and (iii) evaluating the reasonableness of management’s technological obsolescence assumption. Evaluating management’s assumption related to technological obsolescence involved evaluating whether the assumption was reasonable considering (i) historical customer purchasing patterns, (ii) customer contracts, (iii) industry trends, and (iv) whether the assumption was consistent with evidence obtained in other areas of the audit.

Valuation of Developed Technology and Contract Manufacturing Rights Intangible Assets Acquired in the eSilicon Corporation Acquisition

As described in Note 2 to the consolidated financial statements, on January 10, 2020, the Company completed the acquisition of eSilicon Corporation for total consideration of approximately $214.6 million, including $33.6 million of developed technology and $105.2 million of contract manufacturing rights intangible assets being recorded. The developed technology and the contract manufacturing rights intangible assets were valued using the multi-period excess earnings method under the income approach, which involved discounting the direct cash flows expected to be generated by the developed technology and contract manufacturing rights over their remaining economic lives, net of returns on contributory assets. Management applied significant judgment in estimating the fair values of the developed technology and the contract manufacturing rights intangible assets acquired, which involved the use of significant estimates and assumptions with respect to the timing and amounts of the future revenue cash flows and revenue growth rates.

The principal considerations for our determination that performing procedures relating to valuation of the developed technology and the contract manufacturing rights intangible assets acquired in the eSilicon Corporation acquisition is a critical audit matter are (i) the significant judgment by management when determining these estimates, which in turn led to (ii) significant auditor judgment, subjectivity, and effort in performing procedures and evaluating audit evidence relating to the significant assumptions related to future revenue cash flows and revenue growth rates.

Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedures included testing the effectiveness of controls relating to acquisition accounting, including controls over management’s valuation of the developed technology and the contract manufacturing rights intangible assets and controls over development of the significant assumptions, including future revenue cash flows and revenue growth rates. These procedures also included, among others (i) reading the purchase agreement and (ii) testing management’s process for determining the fair values of the developed technology and the contract manufacturing rights intangible assets. Testing management’s process included (i) evaluating the appropriateness of the valuation method, (ii) testing the completeness and accuracy of the underlying data used by management, and (iii) evaluating the reasonableness of the significant assumptions used by management related to future revenue cash flows and revenue growth rates. Evaluating management’s assumptions related to future revenue cash flows and revenue growth rates involved evaluating whether the assumptions were reasonable considering (i) the past performance of the acquired business, (ii) existing customer contracts, and (iii) relevant peer company data.

/s/ PricewaterhouseCoopers LLP

Los Angeles, California

February 25, 2021

We have served as the Company’s auditor since 2002.

Table of Content

Inphi Corporation

Consolidated Balance Sheets

(in thousands, except share and per share amounts)

	*December 31,*
	*2020*			*2019*

Assets
Current assets:
Cash and cash equivalents	$	103,529		$	282,723
Investments in marketable securities (amortized cost of $62,881 and $139,448 as of December 31, 2020 and 2019, respectively)		63,389			140,131
Accounts receivable, net		111,436			60,295
Inventories		111,403			55,013
Prepaid expenses and other current assets		10,137			17,463
Total current assets		399,894			555,625
Property and equipment, net		133,556			79,563
Goodwill		181,688			104,502
Intangible assets, net		231,633			168,290
Right of use assets, net		30,855			33,576
Other assets, net		30,610			34,450
Total assets	$	1,008,236		$	976,006
Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable	$	36,387		$	18,771
Deferred revenue		3,281			3,719
Accrued employee expenses		35,627			13,164
Other accrued expenses		11,288			5,125
Convertible debt		58,004			217,467
Other current liabilities		45,930			33,531
Total current liabilities		190,517			291,777
Convertible debt		405,689			258,711
Other long-term liabilities		58,320			78,917
Total liabilities		654,526			629,405
Commitments and contingencies (Note 17)

Stockholders’ equity:
Preferred stock, $0.001 par value; 10,000,000 shares authorized; no shares issued		—			—
Common stock, $0.001 par value; 500,000,000 shares authorized; 53,381,854 and 45,909,466 issued and outstanding at December 31, 2020 and 2019 respectively		53			46
Additional paid-in capital		654,883			587,862
Accumulated deficit		(302,551	)		(242,807	)
Accumulated other comprehensive income		1,325			1,500
Total stockholders’ equity		353,710			346,601
Total liabilities and stockholders’ equity	$	1,008,236		$	976,006

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

Table of Contents

Inphi Corporation

Consolidated Statements of Income (Loss)

(in thousands, except share and per share amounts)

	*Year Ended December 31,*
	*2020*			*2019*			*2018*
Revenue	$	682,954		$	365,635		$	294,490
Cost of revenue		311,823			152,814			129,345
Gross profit		371,131			212,821			165,145
Operating expenses:
Research and development		269,147			183,875			167,924
Sales and marketing		61,290			47,722			43,080
General and administrative		57,519			30,672			28,302
Total operating expenses		387,956			262,269			239,306
Loss from operations		(16,825	)		(49,448	)		(74,161	)
Interest expense		(35,221	)		(34,920	)		(32,209	)
Loss on early extinguishment of debt		(13,539	)		—			—
Other income, net		10,295			11,853			2,408
Loss before income taxes		(55,290	)		(72,515	)		(103,962	)
Provision (benefit) for income taxes		4,454			396			(8,211	)
Net loss	$	(59,744	)	$	(72,911	)	$	(95,751	)
Earnings per share:
Basic	$	(1.20	)	$	(1.61	)	$	(2.19	)
Diluted	$	(1.20	)	$	(1.61	)	$	(2.19	)
Weighted-average shares used in computing earnings per share:
Basic		49,901,181			45,226,717			43,690,581
Diluted		49,901,181			45,226,717			43,690,581

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

Table of Content

Inphi Corporation

Consolidated Statements of Comprehensive Income (Loss)

(in thousands)

	*Year Ended December 31,*
	*2020*			*2019*			*2018*
Net loss	$	(59,744	)	$	(72,911	)	$	(95,751	)

Other comprehensive income (loss):
Available for sale investments:
Change in unrealized gain or loss, net of $0, $0, and $0 tax expense in 2020, 2019 and 2018, respectively		121			1,173			(179	)
Realized gain reclassified into earnings, net of $0, $0, and $0 tax expense in 2020, 2019 and 2018, respectively		(296	)		(62	)		(1	)
Comprehensive loss	$	(59,919	)	$	(71,800	)	$	(95,931	)

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

Table of Content

Inphi Corporation

Consolidated Statements of Stockholders’ Equity

(in thousands, except share amounts)

	*Common Stock*						*Additional Paid-in Capital*			*Retained Earnings (Accumulated Deficit)*			*Accumulated Other Comprehensive Income*			*Total Stock-holders’ Equity*
	*Shares*			*Amount*
Balance at December 31, 2017		42,780,229		$	43		$	484,934		$	(74,145	)	$	569		$	411,401
Issuance of common stock from exercise of stock options		187,742			—			719			—			—			719
Issuance of common stock from restricted stock unit grants, net of shares withheld for tax		1,041,258			1			(19,286	)		—			—			(19,285	)
Issuance of common stock from employee stock purchase plan		283,493			—			5,906			—			—			5,906
Stock-based compensation expense		—			—			63,884			—			—			63,884
Net loss		—			—			—			(95,751	)		—			(95,751	)
Other comprehensive loss, net		—			—			—			—			(180	)		(180	)
Balance at December 31, 2018		44,292,722		$	44		$	536,157		$	(169,896	)	$	389		$	366,694
Issuance of common stock from exercise of stock options		253,980			—			2,616			—			—			2,616
Issuance of common stock from restricted stock unit grant, net of shares withheld for tax		1,154,043			2			(34,140	)		—			—			(34,138	)
Issuance of common stock from employee stock purchase plan		208,721			—			6,374			—			—			6,374
Stock-based compensation expense		—			—			76,855			—			—			76,855
Net loss		—			—			—			(72,911	)		—			(72,911	)
Other comprehensive loss, net		—			—			—			—			1,111			1,111
Balance at December 31, 2019		45,909,466		$	46		$	587,862		$	(242,807	)	$	1,500		$	346,601
Issuance of common stock from exercise of stock options		812,710			1			11,189			—			—			11,190
Issuance of common stock from restricted stock unit grant, net of shares withheld for tax		1,224,276			1			(94,203	)		—			—			(94,202	)
Issuance of common stock from employee stock purchase plan		128,892			—			7,893			—			—			7,893
Conversion feature of Convertible Notes 2020, net of issuance costs		—			—			100,616			—			—			100,616
Purchase of Capped Call 2020		—			—			(55,660	)		—			—			(55,660	)
Impact of repurchases of Convertible Notes 2015 and Convertible Notes 2016		4,977,756			5			(14,048	)		—			—			(14,043	)
Conversion of Convertible Notes 2015 to common stock		24			—			—			—			—			—
Issuance of common stock from maturity of Convertible Notes 2015		851,448			1			(14	)		—			—			(13	)
Maturity of Capped Call 2015		(522,718	)		(1	)		1			—			—			—
Stock-based compensation expense		—			—			111,247			—			—			111,247
Net loss		—			—			—			(59,744	)		—			(59,744	)
Other comprehensive loss, net		—			—			—			—			(175	)		(175	)
Balance at December 31, 2020		53,381,854		$	53		$	654,883		$	(302,551	)	$	1,325		$	353,710

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

Table of Content

Inphi Corporation

Consolidated Statements of Cash Flows

(in thousands)

	*Year Ended December 31,*
	*2020*			*2019*			*2018*
Cash flows from operating activities
Net loss	$	(59,744	)	$	(72,911	)	$	(95,751	)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization		127,650			96,694			82,719
Stock-based compensation		111,247			76,855			63,884
Gain from sale of an equity investment		—			(924	)		—
Loss on disposal of property and equipment		484			444			331
Net unrealized gain on equity investments		(2,010	)		(2,201	)		(2,441	)
Realized gain on an equity investment		(4,999	)		—			—
Impairment of non-marketable equity investment		—			—			7,000
Deferred income taxes		3,703			337			(8,628	)
Accretion of convertible debt and amortization of debt issuance costs		29,277			28,353			26,394
Amortization of premiums (discount) on marketable securities		144			(1,118	)		(583	)
Loss on termination of software lease contracts		3,370			—			—
Loss on early extinguishment of debt		13,539			—			—
Other noncash items		(52	)		(46	)		2
Changes in assets and liabilities, net of acquisitions:
Accounts receivable		(50,841	)		(1,524	)		6,722
Inventories		(35,178	)		(21,961	)		(1,331	)
Prepaid expenses and other assets		28,372			(2,707	)		549
Income tax payable/receivable		585			279			(1,671	)
Accounts payable		11,240			482			1,963
Accrued expenses		(11,406	)		(805	)		(4,902	)
Deferred revenue		(7,939	)		(1,713	)		4,997
Other liabilities		(1,857	)		(590	)		(1,095	)
Net cash provided by operating activities		155,585			96,944			78,159
Cash flows from investing activities
Purchases of property and equipment		(74,823	)		(29,518	)		(31,713	)
Proceeds from disposal of property and equipment		—			—			145
Purchases of marketable securities		(41,909	)		(274,246	)		(248,038	)
Sales of marketable securities		65,588			168,426			11,654
Maturities of marketable securities		53,072			203,068			242,825
Proceeds from sale of equity investments		14,999			3,424			2,414
Acquisitions of businesses, net of cash acquired		(223,731	)		—			—
Purchases of intangible assets		(788	)		(1,137	)		(126	)
Purchases of equity investments in private companies		(5,999	)		(7,000	)		(12,811	)
Net cash provided by (used in) investing activities		(213,591	)		63,017			(35,650	)
Cash flows from financing activities
Proceeds from exercise of stock options		11,190			2,616			719
Proceeds from employee stock purchase plan		7,893			6,374			5,906
Proceeds from issuance of Convertible Notes 2020, net of cost		493,350			—			—
Payments of third party issuance costs on Convertible Notes 2020		(857	)		—			—
Payment for repurchases and settlement of Convertible Notes 2015 and Convertible Notes 2016		(461,236	)		—			—
Minimum tax withholding paid on behalf of employees for net share settlement		(80,375	)		(33,596	)		(19,118	)
Payments of obligations related to purchase of intangible assets		(35,158	)		(24,221	)		(21,311	)
Repayment of long-term loan		—			—			405
Purchase of Capped Call 2020		(55,660	)		—			—
Payments of obligations related to equipment financing		(335	)		(429	)		(542	)
Net cash used in financing activities		(121,188	)		(49,256	)		(33,941	)
Net increase (decrease) in cash and cash equivalents		(179,194	)		110,705			8,568
Cash and cash equivalents at beginning of year		282,723			172,018			163,450
Cash and cash equivalents at end of year	$	103,529		$	282,723		$	172,018
Supplemental cash flow information
Income taxes paid (refund received)	$	574		$	(155	)	$	2,155
Interest paid		5,932			6,577			5,818
Supplemental disclosure of non-cash investing and financing activities
Software license intangible assets		1,870			57,406			20,066
Settlement of net receivable from eSilicon as part of purchase consideration		5,250			—			—
Marketable equity investment acquired as settlement of receivable from a customer		—			2,500			—

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

Table of Contents

Inphi Corporation

Notes to Consolidated Financial Statements

(Dollars in thousands except share and per share amounts)

1. Organization and Summary of Significant Accounting Policies

Inphi Corporation (the “Company”), a Delaware corporation, was incorporated in November 2000. The Company is a fabless provider of high-speed analog and mixed signal semiconductor solutions for the communications and cloud markets. The Company’s semiconductor solutions are designed to address bandwidth bottlenecks in networks, maximize throughput and minimize latency in computing environments and enable the rollout of next generation communications and cloud infrastructures. In addition, the semiconductor solutions provide a vital high-speed interface between analog signals and digital information in high-performance systems such as telecommunications transport systems, enterprise networking equipment and data centers.

On January 10, 2020, the Company completed the acquisition of eSilicon Corporation (“eSilicon”) for $214,644. The revenue and expenses of eSilicon from January 10, 2020 onwards are included in the consolidated statements of income (loss).

On May 18, 2020, the Company purchased certain assets and rights of Arrive Technologies, Inc. ("Arrive") for $20,141. The revenue and expenses related to this purchase from May 18, 2020 onwards are included in the consolidated statements of income (loss).

The Company is subject to certain risks and uncertainties and believes changes in any of the following areas could have a material adverse effect on the Company’s future financial position or results of operations or cash flows: ability to sustain profitable operations due to losses incurred and accumulated deficit, dependence on a limited number of customers for a substantial portion of revenue, product defects, risks related to intellectual property matters, lengthy sales cycle and competitive selection process, lengthy and expensive qualification process, ability to develop new or enhanced products in a timely manner, market development of and demand for the Company’s products, reliance on third parties to manufacture, assemble and test products and ability to compete.

Basis of Presentation

The accompanying consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”) and include the accounts of the Company and subsidiaries. All intercompany balances and transactions have been eliminated in consolidation.

Business Combinations

The Company accounts for acquisitions of business using the purchase method of accounting, which requires the Company to recognize separately from goodwill the assets acquired and the liabilities assumed at their acquisition date fair values. While the Company uses its best estimates and assumptions to accurately value assets acquired and liabilities assumed at the acquisition date as well as contingent consideration, where applicable, the estimates are inherently uncertain and subject to refinement. As a result, during the measurement period, which may be up to one year from the acquisition date, the Company may record adjustments to the assets acquired and liabilities assumed with the corresponding offset to goodwill. Upon the conclusion of the measurement period or final determination of the values of assets acquired or liabilities assumed, whichever comes first, any subsequent adjustments are recorded to the consolidated statements of income (loss).

Accounting for business combinations requires management to make significant estimates and assumptions, especially at the acquisition date including the Company’s estimates for intangible assets, contractual obligations assumed and pre-acquisition contingencies where applicable. Although, the Company believes the assumptions and estimates made in the past have been reasonable and appropriate, they are based in part on historical experience and information obtained from the management of the acquired companies and are inherently uncertain. Critical estimates in valuing certain of the intangible assets the Company acquired include future expected cash flows from product sales, customer contracts and acquired technologies, expected costs to develop in-process research and development (“IPR&D”) into commercially viable products and estimated cash flows from the projects when completed and discount rates. Unanticipated events and circumstances may occur that may affect the accuracy or validity of such assumptions, estimates or actual results.

Use of Estimates

The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. On an ongoing basis, the Company evaluates its estimates and judgments compared to historical experience and expected trends.

On an ongoing basis, management evaluates its estimates, including those related to (i) the accounts receivable credit losses and allowance for distributors’ price discounts; (ii) write-down for excess and obsolete inventories; (iii) warranty obligations; (iv) the value assigned to and estimated useful lives of long-lived assets; (v) the realization of tax assets and estimates of tax liabilities and tax reserves; (vi) the measurement of non-marketable equity securities; (vii) amounts recorded in connection with acquisitions; (viii) recoverability of intangible assets and goodwill; and (ix) the recognition and disclosure of fair value of convertible debt and contingent liabilities. These estimates are based on historical data and experience, as well as various other factors that management believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. The Company engages third party valuation specialists to assist with estimates related to the valuation of certain financial instruments and assets associated with various contractual arrangements, and valuation of assets acquired in connection with acquisitions. Such estimates often require the selection of appropriate valuation methodologies and models, and significant judgment in evaluating ranges of assumptions and financial inputs. Actual results may differ from those estimates under different assumptions or circumstances.

In March 2020, the outbreak of COVID-19 was declared a pandemic by the World Health Organization. While the nature of the situation is dynamic, the Company has considered the impact when developing its estimates and assumptions. The Company assessed certain estimates and assumptions that generally require consideration of forecasted financial information in context with the information reasonably available to the Company and the unknown future impacts the COVID-19 pandemic as of December 31, 2020 and through the date of this report. The accounting estimates assessed included, but were not limited to, the accounts receivable credit losses and allowance for distributors’ price discounts; write-down for excess and obsolete inventories, the value assigned to and estimated useful lives of long-lived assets, the realization of tax assets and estimates of tax liabilities and tax reserves and recoverability of property and equipment, intangible assets and goodwill. As of the date the consolidated financial statements were made available for issuance, the Company is not aware of any specific event or circumstance that would require the Company to update the estimates or judgments or to revise the carrying value of assets or liabilities. While the Company considered the effects of the COVID-19 pandemic on the estimates and assumptions, due to the current level of uncertainty over the continued economic and operational impacts of the COVID-19 pandemic on the business, actual results and outcomes may differ from the estimates or assumptions.

Table of Contents

Inphi Corporation

Notes to Consolidated Financial Statements

(Dollars in thousands except share and per share amounts)

Foreign Currency Translation

The Company and its subsidiaries use the U.S. dollar as its functional currency. Foreign currency assets and liabilities are remeasured into U.S. dollars at the end-of-period exchange rates except for non-monetary assets and liabilities, which are remeasured at historical exchange rates. Revenue and expenses are remeasured at the exchange rate in effect during the period the transaction occurred, except for those expenses related to balance sheet amounts, which are remeasured at historical exchange rates. Gains or losses from foreign currency transactions are included in the consolidated statements of income (loss) as part of “other income, net.” Foreign currency loss in 2020, 2019 and 2018 were $427, $453 and $135, respectively.

Cash and Cash Equivalents

The Company considers all highly liquid investments with an original or remaining maturity of three months or less at the date of purchase to be cash equivalents. The Company maintains its cash and cash equivalents with major financial institutions and, at times, such balances with any one financial institution may exceed Federal Deposit Insurance Corporation insurance limits. Cash equivalents primarily consist of money market funds, commercial paper and municipal bonds.

Fair Market Value of Certain Financial Instruments

The carrying amount reflected in the balance sheet for cash and cash equivalents, accounts receivable, prepaid and other current assets, accounts payable and other current liabilities, approximate fair value due to the short-term nature of these financial instruments.

Investments

Investments in marketable securities consist of available-for-sale securities. These investments are recorded at fair value with changes in fair value, net of applicable taxes, recorded as unrealized gains (losses) as a component of accumulated other comprehensive income in stockholders' equity. Realized gains and losses are included in other income, net. The cost basis for realized gains and losses on available-for-sale securities is determined on a specific identification basis. The Company evaluates whether declines in fair values of its investments below their book values are other-than-temporary. When the fair value is lower than the amortized cost, the Company considers whether: (1) it has the intent to sell the security; (2) it is more likely than not that it will be required to sell the security before recovery; or (3) it expects to recover the entire amortized cost basis of the security. If the Company intends to sell the security or it is more likely than not that it will be required to sell the security, the difference between the amortized cost and fair value is recognized in other income, net. If the Company does not intend to sell a security and it is not more likely than not that it will be required to sell the security but the security has suffered an impairment related to credit, the credit loss is bifurcated from the total decline in value and recorded in other income, net with the remaining portion recorded within accumulated other comprehensive income in stockholders’ equity. Investments are made based on the Company’s investment policy which restricts the types of investments that can be made. The Company classified available-for-sale securities as short-term as the investments are available to be used in current operations.

On January 1, 2020, the Company adopted Accounting Standards Codification (“ASC”) Topic 326, Measurement of Credit Losses on Financial Instruments (“ASC 326”), and accordingly, modified its policy on accounting for available-for-sale debt securities. As described under the “Recent Accounting Pronouncements” below, the impact of adopting ASC 326 for the Company was not material. The Company performs an evaluation of its available-for-sale debt securities in unrealized loss position. The Company first assesses whether it intends to sell, or it is more likely than not that it will be required to sell the security before recovery of its amortized cost basis. If either of the criteria regarding intent or requirement to sell is met, the security's amortized cost basis is written down to fair value through the statement of income (loss). For available-for-sale debt securities that do not meet the aforementioned criteria, the Company evaluates whether the decline in fair value has resulted from credit losses or other factors. In making this assessment, the Company considers the extent to which fair value is less than amortized cost, any changes to the rating of the security by a rating agency, and adverse conditions specifically related to the security, among other factors. If this assessment indicates that a credit loss exists, the present value of cash flows expected to be collected from the security are compared to the amortized cost basis of the security. If the present value of cash flows expected to be collected is less than the amortized cost basis, a credit loss exists and an allowance for credit losses is recorded for the credit loss, limited by the amount that the fair value is less than the amortized cost basis. Changes in the allowance for credit losses are recorded as provision for (or reversal of) credit loss expense. Losses are charged against the allowance when the Company believes the uncollectibility of an available-for-sale security is confirmed or when either of the criteria regarding intent or requirement to sell is met. There was no allowance for credit losses as of December 31, 2020. Accrued interest receivable on available-for-sale debt securities as of December 31, 2020 was $521 and was excluded from the estimate of credit losses. Accrued interest receivable on available-for-sale debt securities is reported within prepaid expenses and other current assets on the consolidated balance sheets. Any interest accrued that is past due by more than 90 days is written off through reversal of interest income.

The Company adjusts the carrying value of non-marketable equity investments to fair value upon observable transactions for identical or similar investments of the same issuer or impairment (referred to as the measurement alternative). All gains and losses on non-marketable equity investments, realized and unrealized, are recognized in other income, net.

Table of Content

Inphi Corporation

Notes to Consolidated Financial Statements

(Dollars in thousands except share and per share amounts)

Inventories

Inventories are stated at the lower of cost and net realizable value. Cost is computed using standard cost, which approximates actual cost, on a first-in, first-out basis. Inventories are reduced for write-downs based on periodic reviews for evidence of slow-moving or obsolete parts. The write-down is based on the comparison between inventory on hand and forecasted customer demand for each specific product. Once written down, inventory write-downs are not reversed until the inventory is sold or scrapped. Inventory write-downs are also established when conditions indicate the net realizable value is less than cost due to technological obsolescence, changes in price level or other causes.

Property and Equipment

Property and equipment are stated at cost less accumulated depreciation and amortization. Depreciation and amortization is provided on property and equipment over the estimated useful lives on a straight-line basis. Leasehold improvements are amortized on a straight-line basis over the shorter of their estimated useful lives or the related lease term. Repairs and maintenance are charged to expense as incurred. Useful lives by asset category are as follows:

Asset Category		*Years*
Office equipment		3
Software		3
Leasehold improvements		Shorter of lease term or estimated useful life
Production equipment		2 - 5
Computer equipment		5
Lab equipment		5
Furniture and fixtures		7

Leases

On January 1, 2019, the Company adopted Accounting Standards Update (“ASU”) 2016-02, Leases (Topic 842), using the modified retrospective method through a cumulative adjustment to the beginning accumulated deficit balance. The Company determines if an arrangement is a lease at inception. Operating leases are included in operating lease right of use (“ROU”) assets, other current liabilities and other long-term liabilities on the consolidated balance sheets. Finance leases are included in property and equipment, other current liabilities, and other long-term liabilities on the consolidated balance sheets. As of December 31, 2020 and 2019, the Company does not have material finance leases.

Operating lease ROU assets and operating lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term at commencement date. As most of the leases do not provide an implicit rate, the Company uses the incremental borrowing rate based on the information available at commencement date in determining the present value of future payments. The operating lease ROU asset also includes any lease payments and initial direct costs incurred, net of lease incentives. The lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise the option. Lease expense for minimum lease payments is recognized on a straight-line basis over the lease term. The Company has lease agreements with lease and non-lease components, which are generally accounted for separately.

Intangible Assets

Intangible assets represent rights acquired for developed technology, customer relationships, contract manufacturing rights, trade names, patents and IPR&D in connection with business acquisitions. Intangible assets with finite useful lives are amortized over periods ranging from one to ten years using a method that reflects the pattern in which the economic benefits of the intangible asset are consumed, or if that pattern cannot be reliably determined, using a straight-line amortization method. Acquired IPR&D is capitalized and amortization commences upon completion of the underlying projects. If any of the projects are abandoned, the Company would be required to impair the related IPR&D asset.

Impairment of Long-lived Assets and Goodwill

Long-lived Assets

The Company assesses the impairment of long-lived assets, which consist primarily of property and equipment and intangible assets, whenever events or changes in circumstances indicate that such assets might be impaired and the carrying value may not be recoverable. Events or changes in circumstances that may indicate that an asset is impaired include significant decreases in the market value of an asset, significant underperformance relative to expected historical or projected future results of operations, a change in the extent or manner in which an asset is utilized, significant declines in the estimated fair value of the overall Company for a sustained period, shifts in technology, loss of key management or personnel, changes in the Company’s operating model or strategy and competitive forces.

If events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable and the expected undiscounted future cash flows attributable to the asset are less than the carrying amount of the asset, an impairment loss equal to the excess of the asset’s carrying value over its fair value is recorded. Fair value is determined based on the present value of estimated expected future cash flows using a discount rate commensurate with the risk involved, quoted market prices or appraised values, depending on the nature of the asset.

Table of Contents

Inphi Corporation

Notes to Consolidated Financial Statements

(Dollars in thousands except share and per share amounts)

Goodwill

Goodwill is recorded when consideration paid for a business acquisition exceeds the fair value of net tangible and intangible assets acquired. Goodwill is measured and tested for impairment on an annual basis during the fourth fiscal quarter or more frequently if the Company believes indicators of impairment exist.

To review for impairment, the Company first assesses qualitative factors to determine whether events or circumstances lead to a determination that it is more likely than not that the fair value of its reporting unit is less than its carrying amount. The qualitative assessment of the recoverability of goodwill, whether performed annually or based on specific events or circumstances, considers various macroeconomic, industry-specific and company-specific factors. Those factors include: (i) severe adverse industry or economic trends; (ii) significant company-specific actions, including exiting an activity in conjunction with restructuring of operations; (iii) current, historical or projected deterioration of its financial performance; or (iv) a sustained decrease in its market capitalization below its net book value. After assessing the totality of events and circumstances, if the Company determines that it is not more likely than not that the fair value of its reporting unit is less than its carrying amount, no further assessment is performed. If however, the Company determines that it is more likely than not that the fair value of the reporting unit is less than its carrying amount, an impairment loss is recognized in an amount equal to the excess. There was no impairment of goodwill in 2020, 2019 and 2018.

Internal Use Software Costs

Certain external computer software costs acquired for internal use are capitalized. Training costs and maintenance are expensed as incurred, while upgrades and enhancements are capitalized if it is probable that such expenditures will result in additional functionality. Capitalized costs are included within property and equipment. If a cloud computing arrangement includes a software license, then the Company accounts for the software license element of the arrangement consistent with the acquisition of other software licenses. If a cloud computing arrangement does not include a software license, the Company accounts for the arrangement as a service contract.

Revenue Recognition

The Company recognizes revenue when control of the promised goods or services is transferred to customers in an amount that reflects the consideration the Company expects to receive in exchange for such goods or services.

Product Revenue

The Company’s products are fully functional at the time of shipment and do not require additional production, modification, or customization. The Company recognizes revenue upon transfer of control at a point in time when title transfers either upon shipment to or receipt by the customer, net of accruals for estimated sales returns and allowances. Sales and other taxes the Company collects are excluded from revenue. The fee is based on specific products and quantities to be delivered at specified prices, which is evidenced by a customer purchase order or other evidence of an arrangement. Certain distributors may receive a credit for price discounts associated with the distributors' customers that purchased those products. The Company estimates the extent of these distributor price discounts at each reporting period to reduce accounts receivable and revenue. Although the Company accrues an estimate of distributor price discounts, the Company does not issue these discounts to the distributor until the inventory is sold to the distributors' customers. As of December 31, 2020 and 2019, the estimated price discount was $417 and $656, respectively. Payment terms of customers are typically 30 to 60 days after invoice date.

Table of Contents

Inphi Corporation

Notes to Consolidated Financial Statements

(Dollars in thousands except share and per share amounts)

Other Revenue

Occasionally, the Company enters into license and development agreements with some of its customers and recognizes revenue from these agreements upon completion and acceptance by the customer of contract deliverables or as services are provided, depending on the terms of the arrangement. Revenue is deferred for any amounts billed or received prior to transfer of control or delivery of services. The Company believes the milestone method or input method based on costs incurred best depict the efforts expended to transfer services to the customers under most of the Company’s development agreements. Certain contracts may include multiple performance obligations for which the Company allocates revenues to each performance obligation based on relative stand-alone selling price. The Company determines stand-alone selling prices based on observable evidence. When stand-alone selling prices are not directly observable, the Company uses the adjusted market assessment approach or residual approach, if applicable.

The Company does not disclose the value of unsatisfied performance obligations for (i) contracts with an original expected length of one year or less or (ii) contracts for which the Company recognizes revenue at the amount to which it has the right to invoice for services performed. The estimated revenue expected to be recognized in 2021 related to performance obligations that are unsatisfied (or partially unsatisfied) as of December 31, 2020 was $10,500.

Revenue from non-product sales was approximately 7%, 7% and 3% of total revenue for the years ended December 31, 2020, 2019, and 2018, respectively.

On January 1, 2020, the Company adopted ASC 326, and accordingly, modified its policy on accounting for allowance for doubtful accounts on trade accounts receivable. The Company performs ongoing credit evaluations of its customers and assesses each customer’s credit worthiness. The Company monitors collections and payments from its customers and maintains an allowance for based upon applying an expected credit loss rate to receivables based on the historical loss rate from similar high risk customers adjusted for current conditions, including any specific customer collection issues identified, and forecasts of economic conditions. Delinquent account balances are written off after management has determined the likelihood of collection is remote. The allowance for credit losses as of December 31, 2020 was $226. The allowance for doubtful accounts as of December 31, 2019 was $1,152. The activities in this account, including the current-period provision for expected credit losses for the year ended December 31, 2020 was mainly to write-off accounts with previously established reserves.

Cost of Revenue

Cost of revenue includes cost of materials, such as wafers processed by third-party foundries, cost associated with packaging and assembly, testing and shipping, cost of personnel, including stock-based compensation, and equipment associated with manufacturing support, logistics and quality assurance, warranty cost, amortization and impairment of developed technology and contract manufacturing rights, amortization of step-up values of inventory, write-down of inventories, amortization of production mask costs, overhead and occupancy costs.

Warranty

The Company’s products are under warranty against defects in material and workmanship generally for a period of one or two years. The Company accrues for estimated warranty cost at the time of sale based on anticipated warranty claims and actual historical warranty claims experience including knowledge of specific product failures that are outside of the Company’s typical experience. The warranty obligation is determined based on product failure rates, cost of replacement and failure analysis cost. If actual warranty costs differ significantly from these estimates, adjustments may be required in the future. As of both December 31, 2020 and 2019, the warranty liability was immaterial.

Research and Development Expense

Research and development expense consists of costs incurred in performing research and development activities including salaries, stock-based compensation, employee benefits, occupancy costs, pre-production engineering mask costs, impairment of in-process research and development, overhead costs and prototype wafer, packaging and test costs. Research and development costs are expensed as incurred.

INPHI Corp 10-K