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Silicon Image 10-Q 2009
form_10q.htm





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

FORM 10-Q

R
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
   
 
For the quarterly period ended March 31, 2009
    
                                                                                                                                                                                             OR
 
£
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
   
 
For the transition period from                                                                                                                    to .

Commission file number: 000-26887

Silicon Image, Inc.
(Exact name of registrant as specified in its charter)

Delaware
77-0396307
(State or other jurisdiction of
(I.R.S. Employer Identification No.)
incorporation or organization)
 

1060 East Arques Avenue
Sunnyvale, California 94085
(Address of principal executive offices and zip code)

(408) 616-4000
(Registrant’s telephone number, including area code)

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  R No £

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

Large accelerated Filer R
Accelerated Filer £
Non-Accelerated Filer £
Smaller Reporting Company £
 
                                                                                                                                                                                                                 (Do not check if a smaller reporting company)

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

As of March 31, 2009, there were 74,758,237 shares outstanding of the registrant’s Common Stock, $0.001 par value per share.


 


 

 

Silicon Image, Inc.
Form 10-Q for the quarter ended March 31, 2009


   
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Silicon Image, Inc.
(in thousands)
(unaudited)


   
March 31, 2009
   
December 31, 2008
 
Assets
     
Current Assets:
           
Cash and cash equivalents
  $ 21,099     $ 95,414  
Short-term investments
    147,908       89,591  
Accounts receivable, net of allowances for doubtful accounts
$1,390 at March 31, 2009 and $1,778 at December 31, 2008
    17,505       5,922  
Inventories
    12,249       12,775  
Prepaid expenses and other current assets
    21,621       15,275  
Deferred income taxes
    6,252       6,665  
Total current assets
    226,634       225,642  
Property and equipment, net
    17,527       19,394  
Goodwill
    -       19,210  
Intangible assets, net
    31,448       32,921  
Deferred income taxes, non-current
    19,584       28,193  
Other assets
    984       1,181  
Total assets
  $ 296,177     $ 326,541  
Liabilities and Stockholders’ Equity
               
Current Liabilities:
               
Accounts payable
  $ 10,692     $ 7,278  
Accrued and other liabilities
    20,566       23,023  
Deferred license revenue
    3,530       2,348  
Deferred margin on sales to distributors
    3,127       6,881  
Total current liabilities
    37,915       39,530  
Other long-term liabilities
    8,304       8,064  
Total liabilities
    46,219       47,594  
Commitments and contingencies (See Note 9)
               
Stockholders’ Equity:
               
Common stock
    92       92  
Additional paid-in capital
    446,840       442,228  
Treasury stock and receivable
    (106,500 )     (106,276 )
Accumulated deficit
    (90,359 )     (57,030 )
Accumulated other comprehensive loss
    (115 )     (67 )
Total stockholders’ equity
    249,958       278,947  
Total liabilities and stockholders’ equity
  $ 296,177     $ 326,541  

 


 

See accompanying Notes to Condensed Consolidated Financial Statements.



Silicon Image, Inc.
(in thousands, except per share amounts)
(unaudited)

 
   
Three Months Ended March 31,
 
   
2009
   
2008
 
Revenue:
           
Product
  $ 34,595     $ 57,187  
Licensing
    5,917       9,926  
Total revenue
    40,512       67,113  
Cost of revenue and operating expenses:
               
Cost of product revenue
    18,219       27,788  
Cost of license revenue
    196       349  
Research and development
    17,734       21,542  
Selling, general and administrative
    13,715       18,318  
Impairment of goodwill (Note 15)
    19,210       -  
Amortization of intangible assets
    1,473       1,587  
Restructuring expense (Note 5)
    759       -  
Total cost of revenue and operating expenses
    71,306       69,584  
Loss from operations
    (30,794 )     (2,471 )
Interest income and other, net
    939       1,916  
Loss before provision for income taxes
    (29,855 )     (555 )
Provision for income taxes
    3,474       7  
Net loss
  $ (33,329 )   $ (562 )
                 
Net loss per share – basic and diluted
  $ (0.45 )   $ (0.01 )
Weighted average shares  - basic and diluted
    74,421       80,987  


 
See accompanying Notes to Condensed Consolidated Financial Statements.
                                                                     

Silicon Image, Inc.
(in thousands)
(unaudited)

   
Three Months Ended March 31,
 
   
2009
   
2008
 
Cash flows from operating activities:
           
Net loss
  $ (33,329 )   $ (562 )
Adjustments to reconcile net loss to cash provided by operating activities:
               
Depreciation
    2,281       2,722  
Provision for doubtful accounts
    27       265  
Gain on recovery of accounts receivable previously written off
    (107 )     -  
Amortization/(accretion) of investment premium/(discount)
    829       (43 )
Amortization of intangible assets
    1,473       1,587  
Impairment of goodwill
    19,210       -  
Stock-based compensation expense
    3,565       4,023  
Tax deficiency from employee based compensation plans
    (580 )     (647 )
Excess tax benefits from employee stock transactions
    (8 )     (42 )
Deferred income taxes
    9,022       (774 )
Loss on disposal of property and equipment
    199       7  
Gain on derivative transactions
    (22 )     -  
Realized loss/(gain) on sale of short-term investments
    15       (49 )
Changes in assets and liabilities:
               
Accounts receivable
    (11,541 )     (6,022 )
Inventories
    526       6,082  
Prepaid expenses and other assets
    (6,081 )     1,582  
Accounts payable
    2,720       199  
Accrued and other liabilities
    (1,141 )     (1,327 )
Deferred revenue
    1,182       1,111  
Deferred margin on sales to distributors
    (3,754 )     (983 )
Cash provided by (used in) operating activities
    (15,514 )     7,129  
Cash flows from investing activities:
               
Purchases of short-term investments
    (93,453 )     (75,134 )
Proceeds from sales of short-term investments
    34,460       118,265  
Purchases of property and equipment
    (491 )     (2,597 )
Proceeds from sale of property and equipment
    97       -  
Cash provided by (used in) investing activities
    (59,387 )     40,534  
Cash flows from financing activities:
               
Proceeds from issuances of common stock, net
    1,627       1,838  
Payments for vendor financed software and intangibles purchased
    (625 )     -  
Excess tax benefits from employee stock transactions
    8       42  
Repurchase of restricted stock units for income tax withholding
    (224 )     -  
Repurchase of common stock
    -       (62,000 )
Cash provided by (used in) financing activities
    786       (60,120 )
Effect of exchange rate changes on cash and cash equivalents
    (200 )     139  
Net decrease in cash and cash equivalents
    (74,315 )     (12,318 )
Cash and cash equivalents — beginning of period
    95,414       137,822  
Cash and cash equivalents — end of period
  $ 21,099       125,504  
Supplemental cash flow information:
               
Restricted stock units vested
  $ 625     $ -  
Cash payment for income taxes, net of refunds
  $ 655     $ 222  
Unrealized net gain on short-term investments
  $ 169     $ 57  
Property and equipment purchased but not paid for
  $ 323     $ 515  

 
See accompanying Notes to Condensed Consolidated Financial Statements.
                                              
                       

Silicon Image, Inc.
March 31, 2009
(unaudited)

1. Basis of Presentation

In the opinion of management, the accompanying unaudited condensed consolidated financial statements of Silicon Image, Inc. (the “Company”, “Silicon Image”, “we” or “our”) included herein have been prepared on a basis consistent with our December 31, 2008 audited financial statements and include all adjustments, consisting of normal recurring adjustments, necessary to fairly state the condensed consolidated balance sheets of Silicon Image and our subsidiaries as of March 31, 2009 and the related consolidated statements of operations and cash flows for the three months ended March 31, 2009 and 2008. All significant intercompany accounts and transactions have been eliminated. These interim financial statements should be read in conjunction with the audited financial statements and notes thereto included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2008. Financial results for the three months ended March 31, 2009 are not necessarily indicative of future financial results.

Certain presentation of prior period amounts has been reclassified to conform to the current period presentation. None of the changes impacts the Company’s previously reported consolidated financial condition, results of operations, or cash flows.
 
2. Recent Accounting Pronouncements

In December 2007, the FASB issued SFAS No. 141 (revised 2007), “Business Combinations” (SFAS 141(R)) and SFAS No. 160, “Noncontrolling Interests in Consolidated Financial Statements — an amendment of ARB No. 51” (SFAS 160). SFAS 141(R) will significantly change current practices regarding business combinations. Among the more significant changes, SFAS 141(R) expands the definition of a business and a business combination; requires the acquirer to recognize the assets acquired, liabilities assumed and noncontrolling interests (including g1oodwill), measured at fair value at the acquisition date; requires acquisition-related expenses and restructuring costs to be recognized separately from the business combination; and requires in-process research and development to be capitalized at fair value as an indefinite-lived intangible asset. SFAS 160 will change the accounting and reporting for minority interests, reporting them as equity separate from the parent entity’s equity, as well as requiring expanded disclosures. SFAS 141(R) and SFAS 160 are effective for financial statements issued for fiscal years beginning after December 15, 2008. The adoption of SFAS 141(R) is not expected to have a significant impact on the Company’s consolidated financial statements or financial position, but the nature and magnitude of the specific effects will depend upon the nature, terms and size of the acquisitions the Company consummates after the effective date.

In March 2008, the FASB issued SFAS No. 161, Disclosures about Derivative Instruments and Hedging Activities, an amendment of FASB Statement No. 133 (“SFAS 161”), which requires additional disclosures about the objectives of using derivative instruments, the method by which the derivative instruments and related hedged items are accounted for under FASB Statement No.133 and its related interpretations, and the effect of derivative instruments and related hedged items on financial position, financial performance, and cash flows. SFAS 161 also requires disclosure of the fair values of derivative instruments and their gains and losses in a tabular format. SFAS 161 is effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2008, with early adoption encouraged.  The Company adopted this standard effective January 1, 2009. The implementation of this standard did not have a material impact on our consolidated financial statements.

In April 2008, the FASB issued Staff Position No. FAS 142-3, Determination of the Useful Life of Intangible Assets (“FSP FAS 142-3”). FSP FAS 142-3 amends the factors that should be considered in developing renewal or extension assumptions used to determine the useful life of a recognized intangible asset under SFAS No. 142, Goodwill and Other Intangible Assets (“SFAS 142”). The intent of FSP FAS 142-3 is to improve the consistency between the useful life of a recognized intangible asset under SFAS 142 and the period of expected cash flows used to measure the fair value of the asset under SFAS 141(R) and other applicable accounting literature. FSP FAS 142-3 is effective for fiscal years beginning after December 15, 2008. The Company’s adoption of FSP FAS 142-3 did not have a material impact on our consolidated financial statements.

In May 2008, the FASB issued SFAS No. 162, The Hierarchy of Generally Accepted Accounting Principles (“SFAS 162”). SFAS 162 identifies the sources of accounting principles and the framework for selecting the principles used in the preparation of financial statements of nongovernmental entities that are presented in conformity with generally accepted accounting principles (the GAAP hierarchy). SFAS 162 is effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2008. The Company’s adoption of SFAS 162 did not have a material impact on our consolidated financial statements.
 
In November 2008, the FASB issued EITF Issue No. 08-7, Accounting for Defensive Intangible Assets” (EITF 08-7). EITF 08-7 addresses the accounting for assets acquired in a business combination or asset acquisition that an entity does not intend to actively use, otherwise referred to as a ‘defensive asset.’ EITF 08-7 requires defensive intangible assets to be initially accounted for as a separate unit of accounting and not included as part of the cost of the acquirer’s existing intangible asset(s) because it is separately identifiable. EITF 08-7 also requires that defensive intangible assets be assigned a useful life in accordance with paragraph 11 of SFAS 142 and is effective for financial statements issued for fiscal years beginning after December 15, 2008. The Company has adopted this standard effective January 1, 2009 and the Company’s adoption of this EITF did not have a material impact on its consolidated financial statements.
 
In April 2009, the FASB issued FSP FAS 115-2 and FAS 124-2, Recognition and Presentation of Other-Than-Temporary Impairments. This FSP amends the other-than-temporary impairment guidance for debt securities to make the guidance more operational and to improve the presentation and disclosure of other-than-temporary impairments in the financial statements. The most significant change the FSP brings is a revision to the amount of other-than-temporary loss of a debt security recorded in earnings. FSP FAS 115-2 and FAS 124-2 is effective for interim and annual reporting periods ending after June 15, 2009. The Company does not believe that the implementation of this standard will have a material impact on its consolidated financial statements.
 
In April 2009, the FASB issued FSP FAS 157-4, Determining Fair Value When the Volume and Level of Activity for the Asset or Liability Have Significantly Decreased and Identifying Transactions That Are Not Orderly. This FSP provides additional guidance for estimating fair value in accordance with FASB Statement No. 157, Fair Value Measurements, when the volume and level of activity for the asset or liability have significantly decreased. This FSP also includes guidance on identifying circumstances that indicate a transaction is not orderly. This FSP emphasizes that even if there has been a significant decrease in the volume and level of activity for the asset or liability and regardless of the valuation technique(s) used, the objective of a fair value measurement remains the same. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction (that is, not a forced liquidation or distressed sale) between market participants at the measurement date under current market conditions. FSP FAS 157-4 is effective for interim and annual reporting periods ending after June 15, 2009, and is applied prospectively. The Company does not believe that the implementation of this standard will have a material impact on its consolidated financial statements.
 
      In April 2009, the FASB issued FSP FAS FAS 107-1 and APB 28-1, Interim Disclosures about Fair Value of Financial Instruments. This FSP amends FASB Statement No. 107, Disclosures about Fair Value of Financial Instruments, to require disclosures about fair value of financial instruments for interim reporting periods of publicly traded companies as well as in annual financial statements. This FSP also amends APB Opinion No. 28, Interim Financial Reporting, to require those disclosures in summarized financial information at interim reporting periods. FSP FAS 107-1 and APB 28-1 is effective for interim and annual reporting periods ending after June 15, 2009. The Company does not believe that the implementation of this standard will have a material impact on its consolidated financial statements.

3. Significant Accounting Policies

The preparation of financial statements in conformity with generally accepted accounting principles requires us to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ materially from these estimates. Areas where significant judgment and estimates are applied include revenue recognition, stock based compensation, cash equivalents and short-term investments, allowance for doubtful accounts, inventory valuation, realization of long lived assets, including goodwill and intangibles, income taxes, deferred tax assets, accrued liabilities, guarantees, indemnifications and warranty liabilities, foreign currency, and legal matters. The condensed consolidated financial statements include the accounts of Silicon Image, Inc. and our subsidiaries after elimination of all inter-company balances and transactions.

For a discussion of the significant accounting policies, see Significant Accounting Policies in our Annual Report on Form 10-K for the year ended December 31, 2008.




4. Stock-Based Compensation

The Company has a share-based compensation program that provides its Board of Directors with broad discretion in creating equity incentives for employees, officers and non-employee board members. This program includes incentive and non-statutory stock option grants, restricted stock units (RSU’s) and an automatic grant program for non-employee board members pursuant to which such individuals will receive option grants at designated intervals over their period of board service. These awards are granted under various plans, all of which are stockholder approved. Grants under the discretionary grant program generally vest as follows: 25% of the shares vest on the first anniversary of the vesting commencement date and the remaining 75% vest proportionately each month over the next 36 months of continued service. Stock option grants to members of our Board of Directors vest monthly, over periods not to exceed four years. Some options provide for accelerated vesting if certain identified milestones are achieved, upon a termination of employment or upon a change in control of the Company. RSU grants generally vest over a one to four-year period and certain of the RSU grants also have performance based vesting criteria. Additionally, we have an Employee Stock Purchase Plan (ESPP) that allows employees to purchase shares of common stock at the lower of 85% of the fair market value on the commencement date of the six-month offering period or on the last day of the six-month offering period.

Valuation and Expense Information Under SFAS 123(R)

Share-based compensation expense recognized under Statement of Financial Accounting Standards No. 123 (revised 2004) “Share-Based Payment”, (SFAS 123(R)) consists primarily of expenses for the shard-based awards discussed above.

The fair value of each option grant is estimated on the date of grant using the Black-Scholes option valuation model and the straight-line attribution approach with the following weighted-average assumptions:
 
   
Three Months Ended March 31,
 
   
2009
   
2008
 
Employee stock option plans:
           
Expected life in years
    4.7       4.8  
Expected volatility
    64.8 %     65.6 %
Risk-free interest rate
    1.9 %     2.6 %
Expected dividends
 
none
   
none
 
Weighted average fair value
  $ 1.71     $ 2.48  
                 
Employee Stock Purchase Plan:
               
Expected life in years
    0.5       0.5  
Expected volatility
    96.0 %     78.1 %
Risk-free interest rate
    1.2 %     3.50 %
Expected dividends
 
none
   
none
 
Weighted average fair value
  $ 1.31     $ 1.63  
 
As required by SFAS No. 123(R), management made an estimate of expected forfeitures and is recognizing stock-based compensation expense only for those equity awards expected to vest. For the three months ended March 31, 2009, the Company’s employees purchased 544,629 shares of common stock under the ESPP program. At March 31, 2009, the Company had $514,000 of total unrecognized compensation expense, net of estimated forfeitures under the ESPP program. The unamortized compensation expense will be amortized on a straight-line basis over a period of approximately 0.4 year.


Stock Options Activity

The following is a summary of option activity for the Company’s Stock Option Plans excluding Restricted Stock Units (in thousands, except weighted averages exercise price):

   
Number of Shares
   
Weighted Average Exercise Price
   
Weighted Average Remaining Contractual Term in Years
   
Aggregate Intrinsic Value
 
Outstanding at December 31, 2008
    13,849     $ 8.65       6.09     $ 2,396  
Granted
    11       3.16                  
Exercised
    (15 )     0.56                  
Forfeitures and cancellations
    (481 )     8.76                  
Outstanding at March 31, 2009
    13,364     $ 8.65       5.80     $ 672  
Vested and expected to vest at March 31, 2009
    12,779     $ 8.70       5.70     $ 672  
Exercisable at March 31, 2009
    10,260     $ 8.86       5.21     $ 672  
       
       At March 31, 2009, the Company had $16.7 million  of total unrecognized compensation expense, net of estimated forfeitures related to stock options. The unamortized compensation expense will be amortized on a straight-line basis over a weighted average period of approximately 2.15 years.

Restricted Stock Units
 
       The RSUs typically vest ratably over a certain period of time, subject to the employee’s continuing service to the Company over that period. RSUs granted to non-executive employees typically vest over a four-year period. RSUs granted to executives typically vest a period of between one and  four years or upon the achievement of certain performance milestones.

RSUs are converted into shares of the Company’s common stock upon vesting on a one-for-one basis. The cost of the RSUs is determined using the fair value of the Company’s common stock on the date of the grant. Compensation is recognized on a straight-line basis over the requisite service period of each grant adjusted for estimated forfeitures.

A summary of the RSUs outstanding as of March 31, 2009 is as follows: (in thousands):

   
Number of shares
   
Weighted Average Remaining Contractual Term in Years
   
Aggregate Intrinsic Value
 
Outstanding at December 31, 2008
    3,712       1.24     $ 15,591  
Granted
    655                  
Vested
    (199 )                
Forfeitures and cancellations
    (345 )                
Outstanding at March 31, 2009
    3,823       1.22     $ 9,176  
Ending vested and expected to vest at March 31, 2009
    1,604       1.43     $ 3,849  

         As of March 31, 2009, the Company had $1.1 million of total unrecognized compensation expense, net of estimated forfeitures, related to RSUs. The unamortized compensation expense will be recognized on a straight-line basis, and the weighted average estimated remaining life is 2.02 years.

Purchases of Equity Securities
 
The Company repurchased shares of stock from employees upon the vesting of the RSUs that were granted under the Company’s equity incentive plan to satisfy the employees’ minimum statutory tax withholding requirement as follows: (in thousands, except total number of shares repurchased and price per share):


Period
 
Total Number of Shares Repurchased
   
Price Per Share
   
Total Value
 
February 17, 2009
    69,030     $ 3.16     $ 219  
March 17, 2009
    2,015     $ 2.36     $ 5  
Total
    71,045             $ 224  

The Company will continue to repurchase shares of stock from employees as their RSUs vest to satisfy the employees’ minimum statutory tax withholding requirement.

 
Stock-based Compensation Expense

The table below shows total stock-based compensation expense included in the Condensed Consolidated Statements of Operations for the three months ended March 31, 2009 and 2008 (in thousands):

   
Three Months Ended March 31,
 
   
2009
   
2008
 
Cost of sales
  $ 199     $ 350  
Research and development
    1,374       1,234  
Selling, general and administrative
    1,992       2,439  
Income tax benefit
    (613 )     (1,033 )
    $ 2,952     $ 2,990  
 
5. Restructuring and Asset Impairment Charges

During 2008, the Company’s management approved restructuring plans to improve the effectiveness and efficiency of its operating model as part of its program to pursue continuous improvement. A portion of these programs involve other action which do not result in restructuring charges, such as better utilization of assets, reduced spending, and organizational efficiencies. During the year ended December 31, 2008, the Company incurred $5.9 million in restructuring charges. These charges included $4.6 million related to employee severance and benefit arrangements due to the termination of employees and a charge of $1.1 million to accelerate the depreciation of certain long-lived assets as a result of management’s decision to discontinue the use of such assets. For the three-month period ended March 31, 2009, the Company incurred $0.7 million in restructuring charges mainly relating to employee severance and benefit arrangements due to terminations.  The Company paid out $1.9 million during the three-month period ended March 31, 2009 and the Company expects to complete the payouts under the restructuring programs by the end of  2009.
 
The table below presents restructuring activity for the three-month period ended March 31, 2009 (in thousands):
 
   
Employee Severance and Benefits
   
Operating Lease Termination
   
Total
 
Accrued restructuring balance as of December 31, 2008
  $ 3,252     $ 200     $ 3,452  
Additional accruals
    654       22       676  
Cash payments
    (1,806 )     (127 )     (1,933 )
Accrued restructuring balance as of March 31, 2009
  $ 2,100     $ 95     $ 2,195  

         The operating lease accruals have been reflected as restructuring expense in the consolidated statements of operations. The remaining accrual as of March 31, 2009 relates to severance benefits the Company expects to payout in the next 6 months and operating lease termination costs over the remaining lease terms of between 2 and 3 years.
 
 

6. Comprehensive Loss

The components of comprehensive loss, net of related taxes, are as follows (in thousands):

   
Three Months Ended March 31,
 
   
2009
   
2008
 
Net loss
  $ (33,329 )   $ (562 )
Change in unrealized value of investments
    169       57  
Effective portion of cashflow hedges
    46       -  
Foreign currency translation adjustments
    (262 )     144  
Total comprehensive loss
  $ (33,376 )   $ (361 )
 
 
7. Net Loss Per Share

Basic and diluted net loss per share is computed using the weighted-average number of common shares outstanding during the period, excluding shares subject to repurchase. The following table sets forth the computation of basic and diluted net loss per share (in thousands, except per share amounts):

   
Three Months Ended March 31,
 
   
2009
   
2008
 
Net loss
  $ (33,329 )   $ (562 )
Weighted average shares – basic and diluted
    74,421       80,987  
Net loss per share – basic and diluted
  $ (0.45 )   $ (0.01 )
 
The securities that were anti-dilutive and excluded from the net loss per share calculations were approximately 13.9 million and  13.3 million for the three months ended March 31, 2009 and 2008, respectively.

8. Balance Sheet Components
 
   
March 31, 2009
   
December 31, 2008
 
   
(in thousands)
 
Inventories:
           
Raw materials
  $ 5,414     $ 4,962  
Work in process
    1,623       545  
Finished goods
    5,212       7,268  
Total inventories
  $ 12,249     $ 12,775  
                 
Property and equipment
               
Computers and software
  $ 24,426     $ 24,250  
Equipment
    24,848       25,059  
Furniture and fixtures
    2,650       2,701  
      51,924       52,010  
Less: accumulated depreciation
    (34,397 )     (32,616 )
Total property and equipment, net
  $ 17,527     $ 19,394  
                 
Accrued liabilities:
               
Accrued payroll and related expenses
  $ 3,575     $ 5,359  
Accrued restructuring
    2,195       3,452  
Software and IP commitments
    1,250       2,500  
Amounts due to customers
    4,044       1,966  
Bonus accrual
    -       1,556  
Accrued and other liabilities
    9,502       8,190  
Total accrued liabilities
  $ 20,566     $ 23,023  
 
9. Commitments and Contingencies

Legal Proceedings

On December 7, 2001, the Company and certain of its officers and directors were named as defendants, along with the underwriters of the Company’s initial public offering, in a securities class action lawsuit. The lawsuit alleges that the defendants participated in a scheme to inflate the price of the Company’s stock in its initial public offering and in the aftermarket through a series of misstatements and omissions associated with the offering. The lawsuit is one of several hundred similar cases pending in the Southern District of New York that have been consolidated by the court. In February 2003, the District Court issued an order denying a motion to dismiss by all defendants on common issues of law. In July 2003, the Company, along with over 300 other issuers named as defendants, agreed to a settlement of this litigation with plaintiffs. While the parties’ request for court approval of the settlement was pending, in December 2006 the United States Court of Appeals for the Second Circuit reversed the District Court’s determination that six focus cases could be certified as class actions. In April 2007, the Second Circuit denied plaintiffs’ petition for rehearing, but acknowledged that the District Court might certify a more limited class. At a June 26, 2007 status conference, the Court terminated the proposed settlement as stipulated among the parties. Plaintiffs filed an amended complaint on August 14, 2007. On September 27, 2007, plaintiffs filed a motion for class certification in the six focus cases, which was withdrawn on October 10, 2008. On November 13, 2007 defendants in the six focus cases filed a motion to dismiss the complaint for failure to state a claim, which the district court denied in March 2008.  Plaintiffs, the issuer defendants (including the Company), the underwriter defendants, and the insurance carriers for the defendants, have engaged in mediation and settlement negotiations.  The parties have reached a settlement agreement, which was submitted to the District Court for preliminary approval on April 2, 2009.  As part of this settlement, the Company’s insurance carrier has agreed to assume the Company’s entire payment obligation under the terms of the settlement.  Although the parties have reached a settlement agreement, there can be no guarantee that it will be finalized or receive approval from the District Court.  The Company believes that it has meritorious defenses to these claims.  If the settlement is not approved by the District Court and the litigation continues against the Company, the Company would continue to defend against this action vigorously.



On July 31, 2007, the Company received a demand on behalf of alleged shareholder Vanessa Simmonds that its board of directors prosecute a claim against the underwriters of its initial public offering, in addition to certain unidentified officers, directors and principal shareholders as identified in our IPO prospectus, for violations of sections 16(a) and 16(b) of the Securities Exchange Act of 1934. In October 2007, a lawsuit was filed in the United States District Court for the Western District of Washington by Ms. Simmonds against certain of the underwriters of the Company’s initial public offering. The plaintiff alleges that the underwriters engaged in short-swing trades and seeks disgorgement of profits in amounts to be proven at trial from the underwriters. On February 25, 2008, Ms. Simmonds filed an amended complaint. The suit names the Company as a nominal defendant, contains no claims against the Company and seeks no relief from it.  This lawsuit is one of more than fifty similar actions filed in the same court.  On July 25, 2008, the underwriter defendants in the various actions filed a joint motion to dismiss the complaints for failure to state a claim.  In addition, certain issuer defendants in the various actions filed a joint motion to dismiss the complaints for failure to state a claim.  The parties entered into a stipulation, entered as an order by the court that the Company is not required to answer or otherwise respond to the amended complaint.  Accordingly, the Company did not join the motion to dismiss filed by certain issuers.    On March 12, 2009, the court dismissed the complaint in this lawsuit with prejudice.  On April 10, 2009, the plaintiff filed a notice of appeal of the District Court’s order.

In January 2005, the Company and certain of its officers were named as defendants in a securities class action captioned “Curry v. Silicon Image, Inc., Steve Tirado and Robert Gargus.” Plaintiffs filed the action on behalf of a putative class of stockholders who purchased Silicon Image stock between October 19, 2004 and January 24, 2005. The lawsuit alleged that the Company and certain of its officers and directors made alleged misstatements of material facts and violated certain provisions of Sections 20(a) and 10(b) of the Securities Exchange Act of 1934 and Rule 10b-5 promulgated thereunder. Final judgment was entered in favor of defendants on September 25, 2007. On October 19, 2007, plaintiffs filed notice of appeal of the court’s final judgment to the United States Court of Appeals for the Ninth Circuit. Appellants’ opening brief was filed February 28, 2008 and the Company’s responsive pleading was filed April 14, 2008. Appellants filed a reply brief on May 16, 2008. The court has not yet set a date for a hearing on the appeal.

On January 14, 2005, the Company received a preliminary notification that the Securities and Exchange Commission had commenced a formal investigation involving trading in its securities. On February 14, 2005, through the Company’s legal counsel, it received a formal notification of that investigation and associated subpoenas. On January 18, 2006, the SEC announced that it filed a civil complaint (Case No. CV 06-0256 DSF, C.D. Cal.) for insider trading against Deog Kyoon Jeong, a co-founder and consultant to the Company, and that it was also entering into a consent judgment with Mr. Jeong. The SEC stated that Mr. Jeong had agreed to pay a civil penalty of $56,000 and to disgorge profits of $56,000, without admitting or denying the allegations in the SEC complaint. The Company is not aware of any further actions taken by the SEC in this matter. The Company intends to continue to fully cooperate with the SEC in the event that any further actions are necessary.

In addition, the Company has been named as defendants in a number of judicial and administrative proceedings incidental to its business and may be named again from time to time.

The Company intends to defend the above matters vigorously and although adverse decisions or settlements may occur in one or more of such cases, the final resolution of these matters, individually or in the aggregate, is not expected to have a material adverse effect on the Company’s results of operations, financial position or cash flows.

Guarantees

Certain of the licensing agreements indemnify the Company’s customers for any expenses or liabilities resulting from claimed infringements of third party patents, trademarks or copyrights by its products. Certain of these indemnification provisions are perpetual from execution of the agreement and, in some instances; the maximum amount of potential future indemnification is not limited. To date, the Company has not paid any such claims or been required to defend any lawsuits with respect to any claim.

Contractual Obligations and Off-Balance Sheet Arrangements

The table below represents the Company’s future minimum payments under its operating leases and non-inventory purchase commitments outstanding at March 31, 2009 (in thousands):
 

Contractual obligations
 
Total
   
Less than 1 year
   
1-3 years
   
3-5 years
   
More than 5 years
 
Operating lease obligations
  $ 6,875     $ 3,402     $ 3,355     $ 118     $ -  
Software purchase commitment
    315       105       210       -       -  
Total contractual obligations
  $ 7,190     $ 3,507     $ 3,565     $ 118     $ -  

         The amounts above exclude liabilities under FASB Interpretation No. 48 “Accounting for Uncertainty in Income Taxes”, as the Company is unable to reasonably estimate the ultimate amount or timing of settlement.
 
 

10. Customer and Geographic Information

The Company operates in one reportable operating segment, semiconductors and IP solutions for the secure storage, distribution and presentation of high-definition content. The Company’s Chief Executive Officer, who is considered to be the Company’s chief operating decision maker, reviews financial information presented on one operating segment basis for purposes of making operating decisions and assessing financial performance.

Revenue

Revenue by geographic area was as follows (in thousands):

   
Three Months Ended March 31,
 
   
2009
   
2008
 
Taiwan
  $ 10,718     $ 12,147  
Japan
    10,111       19,286  
United States
    7,188       13,311  
Europe
    5,662       8,162  
Hong Kong
    3,245       5,467  
Korea
    227       3,869  
Other
    3,361       4,871  
Total revenue
  $ 40,512     $ 67,113  

Revenue by product line was as follows (in thousands):

   
Three Months Ended March 31,
 
   
2009
   
2008
 
Product revenue
  $ 34,595     $ 57,187  
Licensing
    5,917       9,926  
Total revenue
  $ 40,512     $ 67,113  

   
Three Months Ended March 31,
 
   
2009
   
2008
 
Consumer Electronics (1)
  $ 33,476     $ 49,535  
Personal Computer (1)
    3,207       11,169  
Storage (1)
    3,829       6,409  
Total revenue
  $ 40,512     $ 67,113  
 (1) Includes development, licensing and royalty revenue (collectively "licensing")
 
   
Three Months Ended March 31,
 
   
2009
   
2008
 
Consumer Electronics
  $ 27,576     $ 42,452  
Personal Computer
    3,468       10,007  
Storage
    3,551       4,728  
Licensing
    5,917       9,926  
Total revenue
  $ 40,512     $ 67,113  
 
      For the three months ended March 31, 2009, shipments to Weiking Industrial, World Peace Industrial, Microtek Corporation generated 13.5%, 13.4% and 10.0% of the Company’s revenue, respectively.  For the three months ended March 31, 2008, shipments to World Peace Industrial, Microtek Corporation, and Innotech Corporation generated 12.7%, 12.2% and 11.1% of the Company’s revenue, respectively.

Property and Equipment

The majority of the Company’s property and equipment are located in the US.
 

11. Provision for Income Taxes

For the three months ended March 31, 2009, the Company recorded a provision for income taxes of $3.5 million. The effective tax rate for the three months ended March 31, 2009 was (11.6%) and was based on the Company’s projected taxable income for 2009, plus certain discrete items recorded during the quarter. As of March 31, 2009, the Company had gross tax affected unrecognized tax benefits of $18.6 million of which $3.0 million, if recognized, would affect the effective tax rate. The difference between the provision for income taxes and the income tax determined by applying the statutory federal income tax rate of 35% was due primarily to various forecasted items including tax exempt income, state taxes and foreign taxes, adjusted for certain discrete items recorded during the quarter.

During the three months ended March 31, 2009, the State of California legislature enacted significant California tax law changes.  As a result of the enacted legislation, the Company expects that in years 2011 and beyond, the Company’s  income subject to tax in California will be less than under prior tax law and accordingly its California deferred tax assets are less likely to be realized.  The Company recorded a net discrete tax charge of $9.4 million related to the re-measurement of the Company’s California deferred tax assets to account for this change in tax law, as well as an increase in the valuation allowance for the Company’s California deferred tax assets that existed as of December 31, 2008.  The Company will continue to assess its valuation allowance on its California deferred tax assets in future periods.

For the three months ended March 31, 2008, the Company recorded a provision for income taxes of $7,000. The effective tax rate for the three months ended March 31, 2008 was (1.3%) and was based on the Company’s projected taxable income for 2008, plus certain discrete items recorded during the quarter. The difference between the provision for income taxes and the income tax determined by applying the statutory federal income tax rate of 35% was due primarily to various forecasted items including tax exempt income, state taxes and foreign taxes, adjusted for certain discrete items recorded during the quarter.

The Company’s policy is to include interest and penalties related to unrecognized tax benefits within the provision for income taxes. The provision for income taxes for the three months ended March 31, 2009 and March 31, 2008, included approximately $85,000 and $92,000 of accrued interest related to unrecognized tax benefits, respectively. The Company conducts business globally and, as a result, the Company and its subsidiaries file income tax returns in various jurisdictions throughout the world including with the U.S. federal and various U.S. state jurisdictions as well as with various foreign jurisdictions. In the normal course of business, the Company is subject to examination by taxing authorities throughout the world. The Company remains subject to federal and state examination for all years from 1996 and forward by virtue of the tax attributes carrying forward from those years. The Company also remains subject to examination in most foreign jurisdictions for all years since 2002 or the year the Company began operations in those countries if later. The Company is not aware of any material income tax examinations in progress at this time.

12. Investment in Intellectual Property

In February 2007, the Company entered into an agreement with Sunplus Technology Co., Ltd. (Sunplus) to license certain technology (Sunplus IP) from Sunplus for $40.0 million. The purpose of this licensing agreement is to obtain advanced technology for development of the Company's future products. The agreement provides for the Company to pay an aggregate of $40.0 million to Sunplus, $35.0 million of which is payable in consideration for the Sunplus IP and related deliverables, and $5.0 million of which is payable in consideration for Sunplus support and maintenance obligations. Through March 31, 2009, the Company has paid Sunplus $38.1 million of the consideration for the licensed technology and related deliverables and support. The Company is required to pay the remaining $1.9 million in 2009.
 

 
 
13. Fair Value Measurements

The Company records its financial instruments that are accounted for under Statement of Financial Accounting Standards (“SFAS”) No. 115, Accounting for Certain Investments in Debt and Equity Securities, (“SFAS 115”), and derivative contracts at fair value. The determination of fair value is based upon the fair value framework established by SFAS No. 157, Fair Value Measurements, (“SFAS 157”). SFAS 157 provides that a fair value measurement assumes that the transaction to sell an asset or transfer a liability occurs in the principal market for the asset or liability or, in the absence of a principal market, the most advantageous market for the asset or liability. The carrying value of the Company’s financial instruments including cash and cash equivalents, accounts receivable, prepaid expenses and other current assets, accounts payable, accrued compensation, and other accrued liabilities, approximates fair market value due to the relatively short period of time to maturity. The fair value of investments is determined using quoted market prices for those securities or similar financial instruments.

The Company’s cash equivalents and short term investments are generally classified within level 1 or level 2 of the fair value hierarchy because they are valued using quoted market prices, broker or dealer quotations, or alternative pricing sources with reasonable levels of price transparency.

The types of instruments valued based on quoted market prices in active markets include most U.S. government and agency securities and most money market securities. Such instruments are generally classified within level 1 of the fair value hierarchy.

The types of instruments valued based on quoted prices in markets that are not active, broker or dealer quotations, or alternative pricing sources with reasonable levels of price transparency include most investment-grade corporate bonds, and state, municipal and provincial obligations. Such instruments are generally classified within level 2 of the fair value hierarchy.

The table below sets forth the Company’s cash and cash equivalents and short-term investments as of March 31, 2009, which are measured at fair value on a recurring basis by level within the fair value hierarchy. As required by SFAS No. 157, these are classified based on the lowest level of input that is significant to the fair value measurement.

(dollars In thousands)
 
Level 1
   
Level 2
   
Level 3
   
Total fair value
 
Cash and cash equivalents and short-term investments
  $ 13,777     $ 141,376     $ -     $ 155,153  
Derivative asset
    -       68       -       68  
Total
  $ 13,777     $ 141,444     $ -     $ 155,221  
 
       Cash and cash equivalents and short term investments in the above table excludes $13.8 million in cash held by the Company or in its accounts with investment fund managers as of March 31, 2009. During the three months ended March 31, 2009, the Company held no direct investments in auction rate securities, collateralized debt obligations, structured investment vehicles or mortgage-backed securities.
 
The Company’s derivative instruments are classified within Level 2 of the valuation hierarchy. The Company’s derivatives are valued using internal models that use as their basis readily observable market inputs, such as time value, forward interest rates, volatility factors and foreign currency  exchange rates. Refer to Note 14 for more discussion on derivative instruments.

The Company did not hold financial assets and liabilities which were recorded at fair value in the Level 3 category as of March 31, 2009.
 
       Effective January 1, 2009, the Company fully adopted the provision of SFAS 157 by adopting the provisions relating to its nonfinancial assets and liabilities. The Company adopted the provisions relating to financial assets and liabilities in the prior year and its adoption of SFAS 157 relating to nonfinancial assets and liabilities did not have a material impact on its consolidated financial position, results of operations, or cash flows.


14.  Derivative Instruments

The Company has operations in the United States, Europe and Asia, however, a majority of its revenue, costs of revenue, expense and capital purchasing activities are being transacted in U.S. Dollars. As a corporation with international as well as domestic operations, the Company is exposed to changes in foreign exchange rates. These exposures may change over time and could have a material adverse impact on the Company’s financial results. Periodically, the Company uses foreign currency forward contracts to hedge certain forecasted foreign currency transactions relating to operating expenses. The Company does not enter into derivatives for speculative or trading purposes. The Company uses derivative instruments primarily to manage exposures to foreign currency fluctuations on forecasted cash flows and balances primarily denominated in Euro. The Company’s primary objective in holding derivatives is to reduce the volatility of earnings and cash flows associated with changes in foreign currency exchange rates. These derivatives are designated as cash flow hedges and have maturities of less than one year. The effective portion of the derivative’s gain or loss is initially reported as a component of accumulated other comprehensive income and, upon occurrence of the forecasted transaction, is subsequently reclassified into the line item in the consolidated statements of operations to which the hedged transaction relates. The Company records any ineffectiveness of the hedging instruments in other income (expense) on its consolidated statements of operations.
 
        The derivatives expose the Company  to credit and non performance risks to the extent that the counterparties may be unable to meet the terms of the agreement. The Company seeks to mitigate such risks by limiting the counterparties to major financial institutions. In addition, the potential risk of loss with any one counterparty resulting from this type of credit risk is monitored. Management does not expect material losses as a result of defaults by counterparties.

The table below presents the fair value of the Company’s outstanding foreign currency forwarded contracts and the related unrealized and realized gain  as of and for the three months ended  March 31, 2009:

(dollars In thousands)
 
Fair value
   
Unrealized gain
   
Realized gain
 
Derivative asset
  $ 68     $ 46     $ 22  
Total
  $ 68     $ 46     $ 22  
 
As of March 31, 2009, the outstanding foreign currency forward contracts had a notional value of $1.7 million and a fair value of $68,000. The Company recorded an unrealized gain of $46,000 relating to effective cashflow hedges in accumulated other comprehensive income as part of stockholders' equity in the condensed consolidated balance sheet as of March 31, 2009.  The Company recorded $22,000 gain relating to the ineffective cashflow hedges in other income on its consolidated statement of operations for the three months ended March 31, 2009.


The Company periodically reviews the carrying value of intangible assets not subject to amortization, including goodwill, to determine whether impairment may exist. Statement of Financial Accounting Standards No. 142 (SFAS 142), Goodwill and Other Intangible Assets, requires that goodwill and certain intangible assets be assessed annually for impairment using fair value measurement techniques. Specifically, goodwill impairment is determined using a two-step process. The first step of the goodwill impairment test is used to identify potential impairment by comparing the fair value of a reporting unit with its carrying amount, including goodwill. If the carrying amount of a reporting unit exceeds its fair value, the second step of the goodwill impairment test is performed to measure the amount of impairment loss, if any. The second step of the goodwill impairment test compares the implied fair value of the reporting unit’s goodwill with the carrying amount of that goodwill. If the carrying amount of the reporting unit’s goodwill exceeds the implied fair value of that goodwill, an impairment loss is recognized in an amount equal to that excess. The implied fair value of goodwill is determined by comparing the fair value of the Company’s equity as of the date of the impairment testing to the carrying amount of stockholders equity. The impairment charge for other intangible assets not subject to amortization, for which impairment indicators exists, consists of a comparison of the fair value of the intangible asset with its carrying value. If the carrying value of the intangible asset exceeds its fair value, an impairment loss is recognized in an amount equal to that excess. Furthermore, SFAS 142 requires purchased other intangible assets to be amortized over their useful lives unless these lives are determined to be indefinite.

The Company has one reportable operating segment and the goodwill impairment testing was done at the reporting unit level. In accordance with the current policy, the Company conducted its annual goodwill impairment test on September 30, 2008 and noted no impairment. During the three months ended March 31, 2009, the Company assessed goodwill for impairment since it observed there were indicators of impairment. The notable indicators were a sustained and significant decline in the Company’s stock price, depressed market conditions and declining industry trends. The Company’s stock price had been in a period of sustained decline and the business climate had deteriorated substantially in the past three months. Based on the results of the first step of the goodwill analysis, it was determined that the Company’s net book value exceeded its estimated fair value. As a result, the Company performed the second step of the impairment test to determine the implied fair value of goodwill. Under step two, the difference between the estimated fair value of the Company and the sum of the fair value of the identified net assets results in the residual value of goodwill. Specifically, the Company allocated the estimated fair value of the Company as determined in the first step of the goodwill analysis to recognized and unrecognized net assets, including allocations to intangible assets. Based on the analysis performed under step two, there was no remaining implied value attributable to goodwill and accordingly, the Company wrote off the entire goodwill balance and recognized goodwill impairment charges of approximately $19.2 million in the consolidated statement of operations under operating expenses, “Impairment of Goodwill.”

       As required by Statement of Financial Accounting Standards No. 144 (“SFAS 144”), Accounting for the Impairment or Disposal of Long-Lived Assets, the Company determined its long-lived assets were not impaired as of March 31, 2009.



 

This report contains forward-looking statements within the meaning of Section 21E of the Exchange Act and Section 27A of the Securities Act of 1933. These forward-looking statements involve a number of risks and uncertainties, including those identified in the section of this Form 10-Q entitled “Factors Affecting Future Results,” that may cause actual results to differ materially from those discussed in, or implied by, such forward-looking statements. Forward-looking statements within this Form 10-Q are identified by words such as “believes,” “anticipates,” “expects,” “intends,” “estimates,” “may,” “will” and variations of such words and other similar expressions. However, these words are not the only means of identifying such statements. In addition, any statements that refer to expectations, projections or other characterizations of future events or circumstances are forward-looking statements. We undertake no obligation to publicly release the results of any revisions to these forward-looking statements that may be made to reflect events or circumstances occurring subsequent to the filing of this Form 10-Q with the SEC. Our actual results could differ materially from those anticipated in, or implied by, forward-looking statements as a result of various factors,  including the risks outlined elsewhere in this report. Readers are urged to carefully review and consider the various disclosures made by Silicon Image,  Inc. in this report and in our other reports filed with the SEC that attempt to advise interested parties of the risks and factors that may affect our business.

Silicon Image and Simplay HD are trademarks, registered trademarks or service marks of Silicon Image, Inc. in the United States and other countries. HDMI™ and High-Definition Multimedia Interface are trademarks or registered trademarks of HDMI Licensing, LLC in the United States and other countries, and are used under license from HDMI Licensing, LLC. All other trademarks and registered trademarks are the property of their respective owners.

Overview

Silicon Image, Inc. is a technology innovator and a global leader developing high-bandwidth semiconductor and intellectual property (IP) solutions based on our innovative, digital interconnect technology. Our vision is digital content everywhere. Our mission is to be the leader in the innovation, design, development and implementation of semiconductors and IP solutions for the secure storage, distribution and presentation of high-definition content in the home and mobile environments. We are dedicated to the development and promotion of technologies, standards and products that facilitate the movement of digital content between and among digital devices across the consumer electronics (CE), personal computer (PC) and storage markets. We believe our track record of innovation around our core competencies, establishing industry standards and building strategic relationships, positions us to continue to drive change in the emerging world for high quality digital media storage, distribution and presentation.

We provide integrated and discrete semiconductor products as well as IP licensing to consumer electronics, computing, display, storage and networking equipment manufacturers. Our product and IP portfolio includes solutions for high-definition television (HDTV), high-definition set-top boxes (STBs), high-definition digital video disc (DVD) players, digital and personal video recorders (DVRs and PVRs), high-definition game systems, consumer and enterprise storage products and PC display products.

We have worked with industry leaders to create industry standards such as the High-Definition Multimedia Interface (HDMItm) and Digital Visual Interface (DVItm) specifications for digital content delivery. We capitalize on our leadership position through first-to-market, standards-based semiconductor and IP solutions. Our portfolio of IP solutions that we license to third parties for consumer electronics, PCs, multimedia, communications, networking and storage devices further leverages our expertise in these markets. In addition, through Simplay Labs, LLC, our wholly owned subsidiary, we offer one of the most robust and comprehensive test suites and testing technology platforms in the consumer electronics industry. We utilize independent foundries and third-party subcontractors to manufacture, assemble and test all of our semiconductor products.

Our customers are equipment manufacturers in each of our target markets — Consumer Electronics, Personal Computer and Storage. Because we leverage our technologies across different markets, certain of our products may be incorporated into equipment used in multiple markets. We sell our products to original equipment manufacturers (OEMs) throughout the world using a direct sales force and through a network of distributors and manufacturer’s representatives. Our net revenue is generated principally by sales of our semiconductor products, with other revenues derived from IP core licensing and licensing and royalty fees from our standards activities. We maintain relationships with the eco-system of companies that provide the products that drive digital content creation and consumption, including the major Hollywood studios, consumer electronics companies, retailers and service providers. To that end, we have developed relationships with Hollywood studios such as Universal, Warner Brothers, Disney and Fox and with major consumer electronics companies such as Sony, Hitachi, Toshiba, Matsushita, Phillips and Thomson. Through these and other relationships, we have formed a strong understanding of the requirements for storing, distributing and viewing high quality digital video and audio in the home and mobile environments, especially in the area of High Definition (HD) content. We have also developed a substantial intellectual property base for building the standards and products necessary to promote opportunities for our products.

Historically, we have grown our business by introducing and promoting the adoption of new standards and entering new markets. We collaborated with several companies and jointly developed the DVI and HDMI standards. Our first products addressed the PC market. Subsequently, we introduced products for a variety of CE market segments, including DVD, STB, game console and digital television (DTV) markets. More recently, we have expanded our research and development activities and are developing products based on our innovative digital interconnect core technology for the mobile device market, including digital still cameras, HD camcorders, portable media players and smart phones. We are also developing a personal networking technology solution that will enable a consumer to access and display digital content from and to the various devices in the consumer’s personal domain.

We are headquartered in Sunnyvale, California. Our Internet website address is www.SiliconImage.com. We are not including the information contained on our web site as a part of, or incorporating it by reference into, the Annual Report on Form 10-K. We make available through our Internet website free of charge, our Annual Report on Form 10-K quarterly reports on Form 10-Q current reports on Form 8-K and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 as soon as reasonably practicable, after we electronically file such material with, or furnish it to, the Securities and Exchange Commission.

Concentrations

Historically, a relatively small number of customers and distributors have generated a significant portion of our revenue. For instance, our top five customers, including distributors, generated 52.0% of our revenue for the three months ended March 31, 2009 and 53.9% of our revenue for the three months ended March 31, 2008. Additionally, the percentage of revenue generated through distributors tends to be significant, since many OEMs rely upon third party manufacturers or distributors to provide purchasing and inventory management services. For the three months ended March 31, 2009 and 2008, 51.8% of our revenue was generated through distributors. Our licensing revenue is not generated through distributors, and to the extent licensing revenue increases faster than product revenue, we would expect a decrease in the percentage of our total revenue generated through distributors.

A significant portion of our revenue is generated from products sold overseas. Sales to customers in Asia, including distributors, represented 68.4% of our revenue for the three months ended March 31, 2009, and 67.9% for the three months ended March 31, 2008. The reason for the geographical concentration in Asia is that most of our products are components of consumer electronics, computer and storage products, the majority of which are manufactured in Asia. The percentage of our revenue derived from any country is dependent upon where our end customers choose to manufacture their products. Accordingly, variability in our geographic revenue is not necessarily indicative of any geographic trends, but rather is the combined effect of new design wins and changes in customer manufacturing locations. All revenue to date has been denominated in U.S. dollars except for a relatively insignificant portion generated in Euros through our subsidiary in Germany.
 
 
 
 
Critical Accounting Policies

The preparation of financial statements in conformity with generally accepted accounting principles (GAAP) requires management to make estimates and assumptions that affect amounts reported in our condensed consolidated financial statements and accompanying notes. We base our estimates on historical experience and all known facts and circumstances that we believe are relevant. Actual results may differ materially from our estimates. We believe the following accounting policies to be most critical to an understanding of our financial condition and results of operations because they require us to make estimates, assumptions and judgments about matters that are inherently uncertain. Our critical accounting estimates include those regarding (1) revenue recognition, (2) allowance for doubtful accounts receivable, (3) inventories, (4) goodwill and intangible assets, (5) income taxes, (6) accrued liabilities, (7) stock-based compensation expense, and (8) legal matters. For a discussion of the critical accounting estimates, see “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations — Critical Accounting Policies” in our Annual Report on Form 10-K for the year ended December 31, 2008.

Results of Operations

REVENUE
 
   
Three months ended March 31,
 
   
2009
   
2008
   
Change
 
   
(dollars in thousands)
       
Product revenue
  $ 34,595     $ 57,187       -39.5 %
Licensing
    5,917       9,926       -40.4 %
Total revenue
  $ 40,512     $ 67,113       -39.6 %


   
Three months ended March 31,
 
   
2009
   
2008
   
Change
 
   
(dollars in thousands)
       
Consumer Electronics (1)
  $ 33,476     $ 49,535       -32.4 %
Personal Computers (1)
    3,207       11,169       -71.3 %
Storage (1)
    3,829       6,409       -40.3 %
Total revenue
  $ 40,512     $ 67,113       -39.6 %
___________
(1) Includes development, licensing and royalty revenue

   
Three months ended March 31,
 
   
2009
   
2008
   
Change
 
   
(dollars in thousands)
       
Consumer Electronics
  $ 27,576     $ 42,452       -35.0 %
Personal Computers
    3,468       10,007       -65.3 %
Storage
    3,551       4,728       -24.9 %
Licensing
    5,917       9,926       -40.4 %
Total revenue
  $ 40,512     $ 67,113       -39.6 %
 
Total revenue for the three months ended March 31, 2009 was $40.5 million and represented a decline of 39.6% or $26.6 million from the same period last year. The decrease in product revenue during the first quarter of 2009 as compared to the same period last year was primarily due to declines in sales across our product lines, especially for our Consumer Electronics (“CE”) and Personal Computers (“PC”) products where we experienced decline in sales of $14.9 million or 35.0%, and $6.5 million or 65.3%, respectively.

Revenues from products sold into the CE market in the current quarter decreased by 35.0% compared to the same period last year primarily due to lower revenues resulting from our previously announced product transition, and increased competition and recent integration for discrete and integrated solutions from other companies.  Weak consumer demand due to concerns about the economy has continued to have a negative impact on our revenue.
 
       The down turn in PC revenue was a result of continuing economic recession and lower shipments of HDMI transmitters into traditional PC platforms due to Intel’s integrated HDMI offering.  We expect several Mobile Internet Device (MID) HDMI design wins in 2009, however these wins will represent a smaller market than the traditional PC market.   

The transition period to newer products, coupled with the ongoing global recession resulted in significantly lower revenue during the first quarter of 2009 compared to the same quarter of the previous year. Shipments decreased by 18.0% and average selling price was down 26.0% during the first quarter 2009 when compared to the shipments and selling prices in the same period last year  primarily due to product mix as customers transition from HDMI receivers to more cost effective Port Processors.  We expect continued strong demand for Port Processors and our proprietary InstaPort™ technology through the 2009/2010 design cycle.  

We expect revenues in the quarter ending June 30, 2009 to be flat to slightly higher than the revenue in the first quarter of 2009.

From time to time we enter into “direct agreements” for certain parts to certain identified end customers with our distributors who previously had the rights for price concessions and product returns. The “direct agreement” converts the previously existing distributor relationship for these parts for identified customers into a direct customer relationship whereby the distributor does not have price protection or return rights. Revenue for these types of transactions are recorded at the time of conversion of applicable products previously shipped for which revenue had not been recognized upon shipment.  Thereafter, revenue for products covered under the direct agreement is recognized upon shipment.  For the three months ended March 31, 2009, we recorded $2.5 million in revenue related to the above mentioned conversion under this arrangement. We did not enter into this type of arrangement in the same period last year.
 
 

 
COST OF REVENUE AND GROSS PROFIT
 
   
Three months ended March 31,
 
   
2009
   
2008
   
Change
 
   
(dollars in thousands)
       
Cost of  product revenue (1)
  $ 18,219     $ 27,788       -34.4 %
Cost of licensing revenue
    196       349       -43.8 %
Total cost of revenue
  $ 18,415     $ 28,137       -34.6 %
Total gross profit
  $ 22,097     $ 38,976       -43.3 %
Gross profit as a percentage of total revenue
    54.5 %     58.1 %        
___________
(1) Includes stock-based compensation expense
  $ 199     $ 350  
 
Cost of revenue consists primarily of costs incurred to manufacture, assemble and test our products, and costs to license our technology which involves modification, customization or engineering services, as well as other overhead costs relating to the aforementioned costs including stock-based compensation expense. Gross margin, as a percentage of revenue was 54.5% and 58.1% for the three months ended March 31, 2009 and 2008, respectively.  The decrease in gross margin was a direct result of lower revenues and the implementation of cost control measures that resulted to lower overall manufacturing costs. We expect our gross margin to be within the 54%-55% range in the second quarter of 2009.

OPERATING EXPENSES
 
   
Three months ended March 31,
 
   
2009
   
2008
   
Change
 
   
(dollars in thousands)
       
Research and development (1)
  $ 17,734     $ 21,542       -17.7 %
Percentage of total revenue
    43.8 %     32.1 %        
____________
(1) Includes stock-based compensation expense
  $ 1,374     $ 1,234  

        Research and Development (R&D). R&D expense consists primarily of employee compensation, including stock compensation expense, and other related costs and fees for independent contractors, the cost of software tools used for designing and testing our products, and costs associated with prototype materials. R&D expense for the three months ended March 31, 2009, included a stock-based compensation expense of $1.4 million as compared to $1.2 million for the same period in 2008. R&D expense decreased by 17.7% or $3.8 million im the first quarter compared to the same quarter in prior year.  The decrease was mainly driven by lower compensation and bonus expenses of $2.2 million and lower project related expenses of $1.2 million.  The decrease in compensation expense was a result of reduced headcount due to the restructuring activities completed in the third and fourth quarter of 2008. We expect R&D expenses to be slightly higher in the second quarter of 2009.

   
Three months ended March 31,
 
   
2009
   
2008
   
Change
 
   
(dollars in thousands)
       
Selling, general and administrative (1)
  $ 13,715     $ 18,318       -25.1 %
Percentage of total revenue
    33.9 %     27.3 %        
____________
(1) Includes stock-based compensation expense
  $ 1,992     $ 2,439    
 
         Selling, General and Administrative (SG&A). SG&A expense consists primarily of compensation, including stock-based compensation, sales commissions, professional fees, and marketing and promotional expenses. SG&A expense in the first quarter of 2009 was $4.6 million or 25.1% lower than what was incurred in the same quarter of the prior year, primarily due to the decrease in legal expenses of approximately $1.6 million, decrease in compensation related expense of $0.6 million, decrease in stock-based compensation of $0.5 million and commission expenses of $0.5 million, which were generally attributed to the decrease in head count because of the reduction in force implemented in the third and fourth quarter of 2008.  We expect SG&A expenses to be slightly higher in the second quarter of 2009.
 
   
Three months ended March 31,
 
   
2009
   
2008
   
Change
 
   
(dollars in thousands)
       
Amortization of intangible assets
  $ 1,473     $ 1,587       -7.2 %
Percentage of total revenue
    3.6 %     2.4 %        

          Amortization of Intangible Assets. The decrease in the amortization of intangible assets is primarily due to the full amortization of certain intangible assets related to the sci-worx acquisition.

   
Three months ended March 31,
 
   
2009
   
2008
   
Change
 
   
(dollars in thousands)
       
Interest income and other, net
  $ 939     $ 1,916       -51.0 %
Percentage of total revenue
    2.3 %     2.9 %        
 
Interest Income and other, net. The net amount of interest income and other principally includes interest income. The decrease was primarily due to lower interest rates and lower average total cash balances.  We expect interest income to be flat in the second quarter of 2009.
 

   
Three months ended March 31,
 
   
2009
   
2008
   
Change
 
   
(dollars in thousands)
       
Provision for income taxes
  $ 3,474     $ 7       49529 %
Percentage of total revenue
    8.6 %     0.0 %        

        Provision for Income Taxes. For the three months ended March 31, 2009, we recorded a provision for income taxes of $3.5 million. The effective tax rate for the three months ended March 31, 2009 was (11.6%) and was based on our projected taxable income for 2009, plus certain discrete items recorded during the quarter. As of March 31, 2009, we had gross tax affected unrecognized tax benefits of $18.6 million of which $3.0 million, if recognized, would affect the effective tax rate. The difference between the provision for income taxes and the income tax determined by applying the statutory federal income tax rate of 35% was due primarily to various forecasted items including tax exempt income, state taxes and foreign taxes, adjusted for certain discrete items recorded during the quarter.

During the three months ended March 31, 2009, the State of California legislature enacted significant California tax law changes.  As a result of the enacted legislation, we expect that in years 2011 and beyond our income subject to tax in California will be less than under prior tax law and accordingly our California deferred tax assets are less likely to be realized.  We recorded a net discrete tax charge of $9.4 million related to the re-measurement of our California deferred tax assets to account for this change in tax law, as well as an increase in the valuation allowance for our California deferred tax assets that existed as of December 31, 2008.  We will continue to assess our valuation allowance on our California deferred tax assets in future periods.
 
        For the three months ended March 31, 2008, we recorded a provision for income taxes of $7,000. The effective tax rate for the three months ended March 31, 2008 was (1.3%) and was based on our projected taxable income for 2008, plus certain discrete items recorded during the quarter. The difference between the provision for income taxes and the income tax determined by applying the statutory federal income tax rate of 35% was due primarily to various forecasted items including tax exempt income, state taxes and foreign taxes, adjusted for certain discrete items recorded during the quarter.

Recent Accounting Pronouncements

See Note 2, “Recent Accounting Pronouncements” in the Notes to Condensed Consolidated Financial Statements under Part I Item I of this report.

LIQUIDITY, CAPITAL RESOURCES AND FINANCIAL CONDITION

The following sections discuss the effects of changes in our balance sheet and cash flows, contractual obligations, other commitments, and the stock repurchase program on our liquidity and capital resources.

Cash and Cash Equivalents, Investments and Working Capital. The table below summarizes our cash and cash equivalents, investments and working capital and the related movements (in thousands):
 
   
Three months ended March 31,
 
   
2009
   
2008
   
Change
 
   
(dollars in thousands)
       
Cash and cash equivalents
  $ 21,009     $ 125,504       -83.3 %
 Short-term  investments
    147,908       68,910       114.6 %
Total cash, cash equivalents and short-term  investments
  $ 168,917     $ 194,414       -13.1 %
                         
Total current assets
  $ 226,634     $ 251,654       -9.9 %
Total current liabilities
    (37,915 )     (87,798 )     -56.8 %
Working capital
  $ 264,549     $ 339,452       -22.1 %
                         
Cash provided by (used in) operating activities
  $ (15,514 )   $ 7,129       -317.6 %
Cash provided by (used in) in investing activities
    (59,387 )     40,534       -246.5 %
Cash provided by (used in) financing activities
    786       (60,120 )     -101.3 %
Effect of exchange rate changes on cash & cash equivalents
    (200 )     139       -243.9 %
Net decrease in cash and cash equivalents
  $ (74,315 )   $ (12,318 )     503.3 %
 
       Our principal source of liquidity is cash provided by operations and exercises of stock options. Cash and cash equivalents and short-term investments were $168.9 million at March 31, 2009, a decrease of $25.5 million from $194.4 million at March 31, 2008. We believe our cash and cash equivalents, short-term investments, combined with funds derived from sales of our products and licensing will be sufficient to fund operations, capital expenditures, and working capital needs through the next twelve months.
 
The decrease in cash and cash equivalents of $74.3 million for the three months ended March 31, 2009 was primarily due to  net purchases of short-term investments of approximately $58.9 million and $15.5 million used in operations, partially offset by the cash provided by financing activities. During the first quarter of 2009, we purchased $93.4 million and sold $34.5 million of short-term investments.  The $15.5 million used in operations was largely attributable to the $33.3 million  net loss  incurred for the three months ended March 31, 2009,  $2.6 million and $1.1 million decreases in deferred revenues and accrued and other liabilities, respectively, and $11.5 million and $6.1 million increases in accounts receivable and prepaid and other assets, respectively, partially offset by the impairment of goodwill of $19.2 million, stock-based compensation of $3.6 million, depreciation and amortization of intangible assets totaling to $3.8 million, increase of $2.7 million in accounts payable and decrease in deferred income taxes of $9.0 million.
 



 
Accounts Receivable, Net. The table below summarizes our accounts receivable, net (in thousands):
 
   
March 31,
   
December 31,
       
   
2009
   
2008
   
Change
 
   
(dollars in thousands)
       
Accounts receivable, net
  $ 17,505     $ 5,922       195.6 %
 
Net accounts receivable as of March 31, 2009 were $17.5 million, which represents 39 days of sales outstanding. This compares to 9 days of sales outstanding on December 31, 2008. Accounts receivable as of March 31, 2009 more than doubled compared to the balance as of December 31, 2008 primarily due to the linearity of shipments. Shipments during the last quarter of 2008 were front-end loaded whereas shipments in the first quarter of 2009 were back-end loaded.

Inventory. The table below shows our inventory (in thousands):

   
March 31,
   
December 31,
       
   
2009
   
2008
   
Change
 
   
(dollars in thousands)
       
Inventory
  $ 12,249     $ 12,775       -4.1 %

       Our inventories are accounted for at the lower of cost or market. Inventory is written down for excess and obsolete inventories determined primarily by future demand forecasts. Inventory write downs are measured as the difference between the cost of the inventory and market, based upon assumptions about future demand, and are charged to cost of sales. Inventory level remained relatively flat because we are trying to keep low levels of inventory due to unfavorable global economic climate.

Commitments and Contractual Obligations

See Note 9, “Commitments and Contingencies,” in the Notes to Condensed Consolidated Financial Statements under Part I Item I of this report.

We purchase components from a variety of suppliers and use several contract manufacturers to provide manufacturing services for our products. During the normal course of business, in order to manage manufacturing lead times and help ensure adequate component supply, we enter into agreements with contract manufacturers and suppliers that either allow them to procure inventory based upon criteria as defined by us or that establish the parameters defining our requirements. In certain instances, these agreements allow us the option to cancel, reschedule, and adjust our requirements based on our business needs prior to firm orders being placed. Consequently, only a portion of our reported purchase commitments arising from these agreements are firm, non-cancelable, and unconditional commitments.

Liquidity and Capital Resource Requirements

Based on our estimated cash flows, we believe our existing cash and short-term investments are sufficient to meet our capital and operating requirements for at least the next 12 months. Our future operating and capital requirements depend on many factors, including the levels at which we generate product revenue and related margins, the extent to which we generate cash through stock option exercises and proceeds from sales of shares under our employee stock purchase plan, the timing and extent of development, licensing and royalty revenue, investments in inventory and accounts receivable, the cost of securing access to adequate manufacturing capacity, our operating expenses, including legal and patent assertion costs, and general economic conditions. In addition, cash may be required for future acquisitions should we choose to pursue any. To the extent existing resources and cash from operations are insufficient to support our activities; we may need to raise additional funds through public or private equity or debt financing. These funds may not be available, or if available, we may not be able to obtain them on terms favorable to us.




Interest Rate Risk

A sensitivity analysis was performed on our investment portfolio as of March 31, 2009. This sensitivity analysis was based on a modeling technique that measures the hypothetical market value changes that would result from a parallel shift in the yield curve of plus 50, 100, or 150 basis points over a twelve-month time horizon. The following represents the potential decrease to the value of our investments given a negative shift in the yield curve used in our sensitivity analysis.
 
0.5%
 
1.0%
 
1.5%
$589,000
 
$1,178,000
 
$1,767,000
 
Foreign Currency Exchange Risk

A majority of our revenue, expense, and capital purchasing activities are transacted in U.S. dollars. However, certain operating expenditures and capital purchases are incurred in or exposed to other currencies, primarily the Euro, British Pound, the South Korean Won, Taiwan Dollar and the Chinese Yuan. Additionally, many of our foreign distributors price our products in the local currency of the countries in which they sell. Therefore, significant strengthening or weakening of the U.S. dollar relative to those foreign currencies could result in reduced demand or lower U.S. dollar prices or vice versa, for our products, which would negatively affect our operating results. Cash balances held in foreign countries are subject to local banking laws and may bear higher or lower risk than cash deposited in the United States. The following represents the potential impact of a change in the value of the U.S. dollar compared to the foreign currencies which we use in our operations.  This sensitivity analysis aggregates our three-month activity in foreign currencies translated to U.S. dollars, and applies a change in the U.S. dollar value of 5.0%, 7.5% and 10.0%.

5.0%
 
7.5%
 
10.0%
$408,000
 
$612,000
 
$816,000

Derivative Instruments

We have operations in the United States, Europe and Asia, however, a majority of our revenue, costs of sales, expense and capital purchasing activities are being transacted in U.S. Dollars. As a corporation with international as well as domestic operations, we are exposed to changes in foreign exchange rates. These exposures may change over time and could have a material adverse impact on our financial results. Periodically, we use foreign currency forward contracts to hedge certain forecasted foreign currency transactions relating to operating expenses.  We do not enter into derivatives for speculative or trading purposes. We use derivative instruments primarily to manage exposures to foreign currency fluctuations on forecasted cash flows and balances primarily denominated in Euro. Our primary objective in holding derivatives is to reduce the volatility of earnings and cash flows associated with changes in foreign currency exchange rates. These derivatives are designated as cash flow hedges and have maturities of less than one year. The effective portion of the derivative’s gain or loss is initially reported as a component of accumulated other comprehensive income and, upon occurrence of the forecasted transaction, is subsequently reclassified into the line item in the consolidated statements of operations to which the hedged transaction relates. We record any ineffectiveness of the hedging instruments in other income (expense) on our consolidated statements of operations.

Our derivatives expose us to credit and non performance risks to the extent that the counterparties may be unable to meet the terms of the agreement. We seek to mitigate such risks by limiting the counterparties to major financial institutions. In addition, the potential risk of loss with any one counterparty resulting from this type of credit risk is monitored. Management does not expect material losses as a result of defaults by counterparties.

As of March 31, 2009, the outstanding foreign exchange contracts had a total notional value of $1.7 million and a fair value of $68,000.  See Note 14 to the Consolidated Financial Statements.

 


Evaluation of Disclosure Controls and Procedures
 
Based on our management’s evaluation (with the participation of our principal executive officer and principal financial officer), as of the end of the period covered by this report, our principal executive officer and principal financial officer have concluded that our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended, (the “Exchange Act”)) are effective to ensure that information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms and is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.

Changes in Internal Control over Financial Reporting

There was no change in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during our first quarter of fiscal 2009 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Please refer to Note 9 to our financial statements under Part I Item I financials statements.

A description of the risk factors associated with our business is set forth below. You should carefully consider the following risk factors, together with all other information contained or incorporated by reference in this filing, before you decide to purchase shares of our common stock. These factors could cause our future results to differ materially from those expressed in or implied by forward-looking statements made by us. Additional risks and uncertainties not presently known to us or that we currently deem immaterial may also harm our business. The trading price of our common stock could decline due to any of these risks and you may lose all or part of your investment.
 
Our annual and quarterly operating results may fluctuate significantly and are difficult to predict, particularly given adverse domestic and global economic conditions.>

Our annual and quarterly operating results are likely to vary significantly in the future based on a number of factors over which we have little or no control. These factors include, but are not limited to:

 
the growth, evolution and rate of adoption of industry standards for our key markets, including consumer electronics, digital-ready PCs and displays and storage devices and systems;

 
the fact that our licensing revenue is heavily dependent on a few key licensing transactions being completed for any given period, the timing of which is not always predictable and is especially susceptible to delay beyond the period in which completion is expected and our concentrated dependence on a few licensees in any period for substantial portions of our expected licensing revenue and profits;

 
the fact that our licensing revenue has been uneven and unpredictable over time and is expected to continue to be uneven and unpredictable for the foreseeable future, resulting in considerable fluctuation in the amount of revenue recognized in a particular quarter;

 
competitive pressures, such as the ability of competitors to successfully introduce products that are more cost-effective or that offer greater functionality than our products, including integration into their products of functionality offered by our products, the prices set by competitors for their products and the potential for alliances, combinations, mergers and acquisitions among our competitors;

     •       average selling prices of our products, which are influenced by competition and technological advancements, among other factors;

 
government regulations regarding the timing and extent to which digital content must be made available to consumers;

 
the availability of other semiconductors or other key components that are required to produce a complete solution for the
 
customer; usually, we supply one of many necessary components; and

 
the cost of components for our products and prices charged by the third parties who manufacture, assemble and test our products.

Because we have little or no control over these factors and/or their magnitude, our operating results are difficult to predict. Any substantial adverse change in any of these factors could negatively affect our business and results of operations.
 
 
 
Our future annual and quarterly operating results are highly dependent upon how well we manage our business.>

Our annual and quarterly operating results may fluctuate based on how well we manage our business. Some of these factors include the following:

 
our ability to manage product introductions and transitions, develop necessary sales and marketing channels and manage other matters necessary to enter new market segments;

 
our ability to successfully manage our business in multiple markets such as CE, PC and storage, which may involve additional research and development, marketing or other costs and expenses;

 
our ability to enter into licensing deals when expected and make timely deliverables and milestones on which recognition of revenue often depends;

 
our ability to engineer customer solutions that adhere to industry standards in a timely and cost-effective manner;

 
our ability to achieve acceptable manufacturing yields and develop automated test programs within a reasonable time frame for our new products;

 
our ability to manage joint ventures and projects, design services and our supply chain partners;

 
our ability to monitor the activities of our licensees to ensure compliance with license restrictions and remittance of royalties;

 
our ability to structure our organization to enable achievement of our operating objectives and to meet the needs of our customers and markets;

 
the success of the distribution and partner channels through which we choose to sell our products and

 
our ability to manage expenses and inventory levels; and

 
our ability to successfully maintain certain structural and various compliance activities in support of our global structure which in the long run, will result in certain operational benefits as well as achieve an overall lower tax rate.

If we fail to effectively manage our business, this could adversely affect our results of operations.

Our business has been and may continue to be significantly impacted by the recent deterioration in worldwide economic conditions, and the current uncertainty in the outlook for the global economy makes it more likely that our actual results will differ materially from expectations.

Global credit and financial markets have been experiencing extreme disruptions in recent months, including severely diminished liquidity and credit availability, declines in consumer confidence, declines in economic growth, increases in unemployment rates, and uncertainty about economic stability. There can be no assurance that there will not be further deterioration in credit and financial markets and confidence in economic conditions.  These economic uncertainties affect businesses such as ours in a number of ways, making it difficult to accurately forecast and plan our future business activities. The current tightening of credit in financial markets may lead consumers and businesses to postpone spending, which may cause our customers to cancel, decrease or delay their existing and future orders with us. In addition, financial difficulties experienced by our suppliers or distributors could result in product delays, increased accounts receivable defaults and inventory challenges. The volatility in the credit markets has severely diminished liquidity and capital availability.  Our CE product revenue, which comprised approximately 68.1% and 63.3% of total revenue for the three months ended March 31, 2009 and 2008, respectively, is dependent on continued demand for consumer electronics, including but not limited to, DTVs, STBs, DVDs and game consoles. Demand for consumer electronics business is a function of the health of the economies in the United States and around the world. Since the US economy and other economies around the world have moved into a recession, the demand for overall consumer electronics have been and may continue to be adversely affected and therefore, demand for our CE, PC and storage products and our operating results have been and may continue to be adversely affected as well. We cannot predict the timing, strength or duration of any economic disruption or subsequent economic recovery, worldwide, in the United States, in our industry, or in the consumer electronics market. These and other economic factors have had and may continue to have a material adverse effect on demand for our CE, PC and storage products and on our financial condition and operating results.

Investments in both fixed rate and floating rate interest earning instruments carry a degree of interest rate risk. Fixed rate debt securities may have their market value adversely impacted due to a rise in interest rates, while floating rate securities may produce less income than expected if interest rates fall. Due in part to these factors, our future investment income may fall short of expectations due to changes in interest rates. We may suffer losses in principal if we are forced to sell securities that decline in market value due to changes in interest rates. Recent adverse events in the global economy and in the credit markets could negatively impact our return on investment for these debt securities and thereby reduce the amount of cash and cash equivalents and investments on our balance sheet.
 
 
 
The licensing component of our business strategy increases business risk and volatility.>

Part of our business strategy is to license intellectual property (IP) through agreements with companies whereby companies incorporate our IP into their respective technologies that address markets in which we do not want to directly participate. There can be no assurance that additional companies will be interested in purchasing our technology on commercially favorable terms or at all. We also cannot ensure that companies who purchase our technology will introduce and sell products incorporating our technology, will accurately report royalties owed to us, will pay agreed upon royalties, will honor agreed upon market restrictions, will not infringe upon or misappropriate our intellectual property and will maintain the confidentiality of our proprietary information. The IP agreements are complex and depend upon many factors including completion of milestones, allocation of values to delivered items and customer acceptances. Many of these factors require significant judgments. Licensing revenue could fluctuate significantly from period to period because it is heavily dependent on a few key deals being completed in a particular period, the timing of which is difficult to predict and may not match our expectations. Because of its high margin content, the licensing mix of our revenue can have a disproportionate impact on gross profit and profitability. Also, generating revenue from these arrangements is a lengthy and complex process that may last beyond the period in which efforts begin and once an agreement is in place, the timing of revenue recognition may be dependent on customer acceptance of deliverables, achievement of milestones, our ability to track and report progress on contracts, customer commercialization of the licensed technology and other factors. Licensing that occurs in connection with actual or contemplated litigation is subject to risk that the adversarial nature of the transaction will induce non-compliance or non-payment. The accounting rules associated with recognizing revenue from these transactions are increasingly complex and subject to interpretation. Due to these factors, the amount of license revenue recognized in any period may differ significantly from our expectations.


The CE, PC and storage markets in which we operate are intensely competitive. These markets are characterized by rapid technological change, evolving standards, short product life cycles and declining selling prices. We expect competition for many of our products to increase, as industry standards become widely adopted and as new competitors enter our markets.
 
        Our products face competition from companies selling similar discrete products and from companies selling products such as chipsets with integrated functionality. Our competitors include semiconductor companies that focus on the CE, display or storage markets, as well as major diversified semiconductor companies and we expect that new competitors will enter our markets. Current or potential customers, including our own licensees, may also develop solutions that could compete with us, including solutions that integrate the functionality of our products into their solutions. In addition, current or potential OEM customers may have internal semiconductor capabilities and may develop their own solutions for use in their products rather than purchasing them from companies such as us. Some of our competitors have already established supplier or joint development relationships with current or potential customers and may be able to leverage their existing relationships to discourage these customers from purchasing products from us or persuade them to replace our products with theirs. Many of our competitors have longer operating histories, greater presence in key markets, better name recognition, access to larger customer bases and significantly greater financial, sales and marketing, manufacturing, distribution, technical and other resources than we do and as a result, they may be able to adapt more quickly to new or emerging technologies and customer requirements, or devote greater resources to the promotion and sale of their products. In particular, well-established semiconductor companies, such as Analog Devices, Intel, National Semiconductor and Texas Instruments and CE manufacturers, such as Hitachi, Matsushita, Philips, Sony, Thomson and Toshiba, may compete against us in the future. Some of our competitors could merge, which may enhance their market presence. Existing or new competitors may also develop technologies that more effectively address our markets with products that offer enhanced features and functionality, lower power requirements, greater levels of integration or lower cost. Increased competition has resulted in and is likely to continue to result in price reductions and loss of market share in certain markets. We cannot assure you that we can compete successfully against current or potential competitors, or that competition will not reduce our revenue and gross margins.


The markets in which we compete are characterized by rapid technological change, evolving customer needs and frequent introductions of new products and standards. As we adjust to evolving customer requirements and technological advances, we may be required to further reposition our existing offerings and to introduce new products and services. We may not be successful in developing and marketing such new offerings, or we may experience difficulties that could delay or prevent the development and marketing of such new offerings. Moreover, new standards that compete with standards that we promote have been and in the future may be introduced from time to time, which could impact our success. Accordingly, we face risks and difficulties frequently encountered by companies in new and rapidly evolving markets. If we do not successfully address these risks and difficulties, our results of operations could be negatively affected.
 
 
Our success depends on demand for our new products.

Our future growth and success depends on our ability to develop and bring to market on a timely basis new products, such as our HDTV port and input processors, MHL and LiquidHD products, which we have recently introduced into the market. There can be no assurance that we will be successful in developing and marketing these new or other future products. Moreover, there is no assurance that our new or future products will achieve the desired level of market acceptance in the anticipated timeframes or that any such new or future products will contribute significantly to our revenue. Our new products face significant competition from established companies that have been selling competitive products for longer periods of time than we have.

Demand for our HDMI based products is dependent on continued adoption and widespread implementation of the HDMI specification.>

Our success in the HDMI market is largely dependent upon the continued adoption and widespread implementation of the HDMI specification. Demand for our products may be inhibited by unanticipated unfavorable changes in or new regulations that delay or impede the transition to digital broadcast technologies in the U.S. or abroad. Demand for our consumer electronics products may also be inhibited in the event of negative consumer experience with HDMI technology as more consumers put it into service. Transmission of audio and video from “player devices” (such as a DVD player or set-top box) to intermediary devices (such as an audio-video receiver (AVR)) to displays (such as an HDTV) over HDMI with HDCP represents a combination of new technologies working in concert. Complexities with these technologies, the interactions between content protection technologies and HDMI with HDCP and the variability in HDMI implementations between manufacturers may cause some of these products to work incorrectly, or for the transmissions to not occur correctly, or for certain products not to be interoperable. Delays or difficulties in integration of these technologies into products or failure of products incorporating this technology to achieve market acceptance could have an adverse effect on our business. In addition, we believe that the rate of HDMI adoption may be affected by changes in FCC rules and European Information Communications and Consumer Electronics Technology Industry Associations (EICTA) and Cable & Satellite Broadcasting Association of Asia (CASBAA) recommendations described below.
 
In the United States, the FCC issued its Plug and Play order in October 2003. In November 2003 and March 2004, these rules, known as the Plug & Play Final Rules (Plug & Play Rules), became effective. The Plug and Play Rules are relevant to DVI and HDMI with respect to high definition set-top boxes and the labeling of digital cable ready televisions. Regarding high-definition set-top boxes, the FCC stated that, as of July 1, 2005, all high definition set-top boxes acquired by cable operators for distribution to subscribers would need to include either a DVI or HDMI with HDCP. Regarding digital cable ready televisions, the FCC stated that a 720p or 1080i unidirectional digital cable television may not be labeled or marketed as “digital cable ready” unless it includes either a DVI or HDMI with HDCP, according to a phase-in timetable. In the past, the FCC has made modifications to its rules and timetable for the DTV transition and it may do so in the future. We cannot predict whether these FCC rules will be amended prior to completion of the phase-in dates or that such phase-in dates will not be delayed. In addition, we cannot guarantee that the FCC will not in the future reverse these rules or adopt rules requiring or supporting different interface technologies, either of which would adversely affect our business.
 
        In January 2005, the European Industry Association for Information Systems, Communication Technologies and Consumer Electronics (EICTA) issued its “Conditions for High Definition Labeling of Display Devices” which requires all HDTVs using the “HD Ready” logo to have either an HDMI or DVI input with HDCP. In August 2005, EICTA issued its “Minimum Requirements for HD Television Receivers” which requires HD Receivers without an integrated display (e.g. HD STBs) utilizing the “HDTV” logo and intended for use with HD sources (e.g. television broadcasts), some of which require content protection in order to permit HD quality output, to have either a DVI or HDMI output with HDCP.

In August 2005, the Cable and Satellite Broadcasting Association of Asia (CASBAA) issued a series of recommendations in its “CASBAA Principles for Content Protection in the Asia-Pacific Pay-TV Industry” for handling digital output from future generations of set-top boxes for VOD, PPV, Pay-TV and other encrypted digital programming applications. These recommendations include the use of one or more HDMI with HDCP or DVI with HDCP digital outputs for set-top boxes capable of outputting uncompressed high-definition content.

With respect to the EICTA and CASBAA recommendations, we cannot predict the rate at which manufacturers will implement the HDMI-related recommendations in their products.

        The HDMI founders decided to reduce the annual license fee payable by HDMI adopters from $15,000 to $10,000 per year effective on November 1, 2006 for all adopters after that date in order to encourage more widespread adoption of HDMI. The annual fees collected by our subsidiary HDMI Licensing, LLC are recognized as revenues by us. Accordingly, if there are not sufficient new adopters of HDMI to offset the reduction in the annual license fee payable per adopter, our revenues will be negatively impacted. In addition, during 2007, at a founders meeting, the founders decided to share the HDMI adopter’s royalty revenues among the various founders. Our subsidiary no longer recognizes 100% of the HDMI adopter royalty revenues.

 
 
We may experience difficulties in transitioning to smaller geometry process technologies or in achieving higher levels of design integration, which may result in reduced manufacturing yields, delays in product deliveries and increased expenses.
 
To remain competitive, we expect to continue to transition our semiconductor products to increasingly smaller line width geometries. This transition requires us to modify the manufacturing processes for our products and to redesign some products as well as standard cells and other integrated circuit designs that we may use in multiple products. We periodically evaluate the benefits, on a product-by-product basis, of migrating to smaller geometry process technologies to reduce our costs. Currently most of our products are manufactured in .18 micron and .13 micron, geometry processes. We are now designing a new product in 65 nanometer process technology and planning for the transition to smaller process geometries. In the past, we have experienced some difficulties in shifting to smaller geometry process technologies or new manufacturing processes, which resulted in reduced manufacturing yields, delays in product deliveries and increased expenses. The transition to 65 nanometer geometry process technology will result in significantly higher mask and prototyping costs, as well as additional expenditures for engineering design tools and related computer hardware. We may face similar difficulties, delays and expenses as we continue to transition our products to smaller geometry processes.
 
We are dependent on our relationships with our foundry subcontractors to transition to smaller geometry processes successfully. We cannot assure you that the foundries that we use will be able to effectively manage the transition in a timely manner, or at all, or that we will be able to maintain our existing foundry relationships or develop new ones. If any of our foundry subcontractors or we experience significant delays in this transition or fail to efficiently implement this transition, we could experience reduced manufacturing yields, delays in product deliveries and increased expenses, all of which could harm our relationships with our customers and our results of operations.
 
We will have difficulty selling our products if customers do not design our products into their product offerings or if our customers’ product offerings are not commercially successful.>

Our products are generally incorporated into our customers’ products at the design stage. As a result, we rely on equipment manufacturers to select our products to be designed into their products. Without these “design wins,” it is very difficult to sell our products. We often incur significant expenditures on the development of a new product without any assurance that an equipment manufacturer will select our product for design into its own product. Additionally, in some instances, we are dependent on third parties to obtain or provide information that we need to achieve a design win. Some of these third parties may be our competitors and, accordingly, may not supply this information to us on a timely basis, if at all. Once an equipment manufacturer designs a competitor’s product into its product offering, it becomes significantly more difficult for us to sell our products to that customer because changing suppliers involves significant cost, time, effort and risk for the customer. Furthermore, even if an equipment manufacturer designs one of our products into its product offering, we cannot be assured that its product will be commercially successful or that we will receive any revenue from that product. Sales of our products largely depend on the commercial success of our customers’ products. Our customers generally can choose at any time to stop using our products if their own products are not commercially successful or for any other reason. We cannot assure you that we will continue to achieve design wins or that our customers’ equipment incorporating our products will ever be commercially successful.


After we have developed and delivered a product to a customer, the customer will usually test and evaluate our product prior to designing its own equipment to incorporate our product. Our customers generally need three months to over six months to test, evaluate and adopt our product and an additional three months to over nine months to begin volume production of equipment that incorporates our product. Due to this lengthy sales cycle, we may experience significant delays from the time we incur operating expenses and make investments in inventory until the time that we generate revenue from these products. It is possible that we may never generate any revenue from these products after incurring such expenditures. Even if a customer selects our product to incorporate into its equipment, we have no assurances that the customer will ultimately market and sell its equipment or that such efforts by our customer will be successful. The delays inherent in our lengthy sales cycle increase the risk that a customer will decide to cancel or change its product plans. Such a cancellation or change in plans by a customer could cause us to lose sales that we had anticipated. In addition, anticipated sales could be materially and adversely affected if a significant customer curtails, reduces or delays orders during our sales cycle or chooses not to release equipment that contains our products. Further, the combination of our lengthy sales cycles coupled with worldwide economic conditions could have a compounding negative impact on the results of our operations.
 
While our sales cycles are typically long, our average product life cycles tend to be short as a result of the rapidly changing technology environment in which we operate. As a result, the resources devoted to product sales and marketing may not generate material revenue for us and from time to time, we may need to write off excess and obsolete inventory. If we incur significant marketing expenses and investments in inventory in the future that if we are not able to recover and we are not able to compensate for those expenses, our operating results could be adversely affected. In addition, if we sell our products at reduced prices in anticipation of cost reductions but still hold higher cost products in inventory, our operating results would be harmed.


We generally do not obtain firm, long-term purchase commitments from our customers and, in order to accommodate the requirements of certain customers, we may from time to time build inventory that is specific to that customer in advance of receiving firm purchase orders. The short-term nature of our customers’ commitments and the rapid changes in demand for their products reduce our ability to accurately estimate the future requirements of those customers. Should the customer’s needs shift so that they no longer require such inventory, we may be left with excessive inventories, which could adversely affect our operating results.

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We depend on a few key customers and the loss of any of them could significantly reduce our revenue.>

Historically, a relatively small number of customers and distributors have generated a significant portion of our revenue. For the three months ended March 31, 2009, shipments to Weiking Industrial, World Peace Industrial, Microtek Corporation generated 13.5%, 13.4% and 10.0% of our revenue, respectively. For the three months ended March 31, 2008, shipments to World Peace Industrial, Microtek Corporation, and Innotech Corporation generated 12.7%, 12.2% and 11.1% of our revenue, respectively.   In addition, an end-customer may buy our products through multiple distributors, contract manufacturers and /or directly, which could create an even greater concentration. We cannot be certain that customers and key distributors that have accounted for significant revenue in past periods, individually or as a group, will continue to sell our products and generate revenue. As a result of this concentration of our customers, our results of operations could be negatively affected if any of the following occurs:

 
one or more of our customers, including distributors, becomes insolvent or goes out of business;

 
one or more of our key customers or distributors significantly reduces, delays or cancels orders; and/or

 
one or more significant customers selects products manufactured by one of our competitors for inclusion in their future product generations.

While our participation in multiple markets, has broadened our customer base, as product mix fluctuates from quarter to quarter, we may become more dependent on a small number of customers or a single customer for a significant portion of our revenue in a particular quarter, the loss of which could adversely affect our operating results.

Many original equipment manufacturers (“OEMs”) rely on third-party manufacturers or distributors to provide inventory management and purchasing functions. For the three months ended March 31, 2009 and 2008, distributors generated 51.8% of our revenue. Selling through distributors reduces our ability to forecast sales and increases the complexity of our business, requiring us to:

 
manage a more complex supply chain;

 
monitor and manage the level of inventory of our products at each distributor;
     
      •      estimate the impact of credits, return rights, price protection and unsold inventory at distributors; and

 
monitor the financial condition and credit-worthiness of our distributors, many of which are located outside of the United States and the majority of which are not publicly traded.

Since we have limited ability to forecast inventory levels at our end customers, it is possible that there may be significant build-up of inventories in the distributor channel, with the OEM or the OEM’s contract manufacturer. Such a buildup could result in a slowdown in orders, requests for returns from customers, or requests to move out planned shipments. This could adversely impact our revenues and profits.

Any failure to manage these challenges could disrupt or reduce sales of our products and unfavorably impact our financial results.

Our success depends on the development and introduction of new products, which we may not be able to do in a timely manner because the process of developing high-speed semiconductor products is complex and costly.>

The development of new products is highly complex and we have experienced delays, some of which exceeded one year, in the development and introduction of new products on several occasions in the past. We have recently introduced new products and will continue to introduce new products in the future. As our products integrate new, more advanced functions, they become more complex and increasingly difficult to design, manufacture and debug. Successful product development and introduction depends on a number of factors, including, but not limited to:

 
accurate prediction of market requirements and the establishment of market standards and the evolution of existing standards, including enhancements or modifications to existing standards such as HDMI, HDCP, DVI, SATA I and SATA II;

 
identification of customer needs where we can apply our innovation and skills to create new standards or areas for product differentiation that improve our overall competitiveness either in an existing market or in a new market;

 
development of advanced technologies and capabilities and new products that satisfy customer requirements;

     •       competitors’ and customers’ integration of the functionality of our products into their products, which puts pressure on us to continue to develop and introduce new products with new functionality;

 
timely completion and introduction of new product designs;

 
management of product life cycles;

 
use of leading-edge foundry processes, when use of such processes are required and achievement of high manufacturing yields and low cost testing;

 
market acceptance of new products; and,

      •       market acceptance of new architectures such as our input processors.

Accomplishing all of this is extremely challenging, time-consuming and expensive and there is no assurance that we will succeed. Product development delays may result from unanticipated engineering complexities, changing market or competitive product requirements or specifications, difficulties in overcoming resource constraints, the inability to license third-party technology or other factors. Competitors and customers may integrate the functionality of our products into their own products, thereby reducing demand for our products. If we are not able to develop and introduce our products successfully and in a timely manner, our costs could increase or our revenue could decrease, both of which would adversely affect our operating results. In addition, it is possible that we may experience delays in generating revenue from these products or that we may never generate revenue from these products. We must work with a semiconductor foundry and with potential customers to complete new product development and to validate manufacturing methods and processes to support volume production and potential re-work. Each of these steps may involve unanticipated difficulties, which could delay product introduction and reduce market acceptance of the product. In addition, these difficulties and the increasing complexity of our products may result in the introduction of products that contain defects or that do not perform as expected, which would harm our relationships with customers and our ability to achieve market acceptance of our new products. There can be no assurance that we will be able to achieve design wins for our planned new products, that we will be able to complete development of these products when anticipated, or that these products can be manufactured in commercial volumes at acceptable yields, or that any design wins will produce any revenue. Failure to develop and introduce new products, successfully and in a timely manner, may adversely affect our results of operations.
 
 
 
There are risks to our global strategy.

In 2006, we implemented a global strategy that involves maintaining operations in various countries around the world. Since its implementation, we have begun to realize certain operational benefits from our global strategy and our overall tax rate has benefited favorably. The effectiveness of the strategy requires, in addition to maintaining and increasing profitability, continued maintenance of a certain corporate structure and various compliance activities required by foreign jurisdictions in support of the structure. Should management fail to adhere to these compliance requirements or fail to maintain supportive processes, our ability to continue to realize the benefits of our global strategy may be jeopardized, which may adversely affect our business, operating results or financial condition.

We have made acquisitions in the past and may make acquisitions in the future, and these acquisitions involve numerous risks.

Our growth depends upon market growth and our ability to enhance our existing products and introduce new products on a timely basis. Acquisitions of companies or intangible assets is a strategy we may use to develop new products and enter new markets. In January 2007, we completed the acquisition of sci-worx, now Silicon Image, GmbH. We may acquire additional companies or technologies in the future. Acquisitions involve numerous risks, including, but not limited to, the following:

 
difficulty and increased costs in assimilating employees, including our possible inability to keep and retain key employees of the acquired business;

 
disruption of our ongoing business;

 
discovery of undisclosed liabilities of the acquired companies and legal disputes with founders or shareholders of acquired companies;
 
 
inability to successfully incorporate acquired technology and operations into our business and maintain uniform standards, controls, policies and procedures;

 
inability to commercialize acquired technology; and

 
the need to take impairment charges or write-downs with respect to acquired assets.

No assurance can be given that our prior acquisitions or our future acquisitions, if any, will be successful or provide the anticipated benefits, or that they will not adversely affect our business, operating results or financial condition. Failure to manage growth effectively and to successfully integrate acquisitions made by us could materially harm our business and operating results.
 
Industry cycles may strain our management and resources.

Cycles of growth and contraction in our industry may strain our management and resources. To manage these industry cycles effectively, we must:

 
improve operational and financial systems;

 
train and manage our employee base;

 
successfully integrate operations and employees of businesses we acquire or have acquired;

 
attract, develop, motivate and retain qualified personnel with relevant experience; and

 
adjust spending levels according to prevailing market conditions.


If we cannot manage industry cycles effectively, our business could be seriously harmed.
 
 
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The cyclical nature of the semiconductor industry may create constrictions in our foundry, test and assembly capacity.>

The semiconductor industry is characterized by significant downturns and wide fluctuations in supply and demand. This cyclicality has led to significant fluctuations in product demand and in the foundry, test and assembly capacity of third-party suppliers. Production capacity for fabricated semiconductors is subject to allocation, whereby not all of our production requirements would be met. This may impact our ability to meet demand and could also increase our production costs and inventory levels. Cyclicality has also accelerated decreases in average selling prices per unit. We may experience fluctuations in our future financial results because of changes in industry-wide conditions. Our financial performance has been and may in the future be, negatively impacted by downturns in the semiconductor industry. In a downturn situation, we may incur substantial losses if there is excess production capacity or excess inventory levels in the distribution channel.
 

We do not own or operate a semiconductor fabrication facility. We rely on one third party semiconductor company overseas to produce substantially all of our semiconductor products.   We also rely on outside assembly and test services to test all of our semiconductor products. Our reliance on independent foundries, assembly and test facilities involves a number of significant risks, including, but not limited to:

 
reduced control over delivery schedules, quality assurance, manufacturing yields and production costs;

 
lack of guaranteed production capacity or product supply, potentially resulting in higher inventory levels;

 
lack of availability of, or delayed access to, next-generation or key process technologies; and
 
      •       limitations on our ability to transition to alternate sources if services are unavailable from primary suppliers.
 
 We do not have a long-term supply agreement with all of our subcontractors and instead obtain production services on a purchase order basis. Our outside sub-contractors have no obligation to manufacture our products or supply products to us for any specific period of time, in any specific quantity or at any spec