What changed in this filing

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Item 2. Management’s Discussion and Analysis

2025-04-23 compared with 2024-10-23 · 129 added, 182 removed, 179 unchanged (63% of the section changed)

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Factors that could cause or contribute to such differences include, but are not limited to, those identified below, and those discussed in the section titled “Risk Factors” included in Part II, Item 1A in this report.

We are a provider of communications systems-on-chips, or SoCs, used in broadband, mobile and wireline infrastructure, data center, and industrial and multi-market applications.

We are a provider of communications systems-on-chips, or SoCs, solutions used in broadband, mobile and wireline infrastructure, data center, and industrial and multi-market applications.

We are a fabless integrated circuit design company whose products integrate all or substantial portions of a high-speed communication system, including radio frequency, or RF, high-performance analog, mixed-signal, digital signal processing, security engines, data compression and networking layers, and power management.

In most cases, these products are designed on a single silicon-die, using standard digital complementary metal oxide semiconductor, or CMOS, manufacturing processes and conventional packaging technologies.

Importantly, our ability to design analog and mixed-signal circuits in CMOS allows us to efficiently combine analog functionality and complex digital signal processing logic in the same integrated circuit.

Our ability to design analog and mixed-signal circuits in complementary metal-oxide-semiconductors, or CMOS, allows us to efficiently combine analog functionality and complex digital signal processing logic in the same integrated circuit.

As a result, we believe our solutions have exceptional levels of functional integration and performance, low manufacturing cost, and reduced power consumption versus competition.

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Wi-Fi and wireline routers for home networking;

broadband modems compliant with Data Over Cable Service Interface Specifications, or DOCSIS, passive optical fiber standards, or PON, and digital subscriber line, or DSL;

broadband modems compliant with Data Over Cable Service Interface Specifications, or DOCSIS, passive optical network, or PON, and digital subscriber line, or DSL;

as well as power management and interface products used in these and many other markets.

In addition, we generate revenue from certain intellectual property sale agreements.

In the nine months ended September 30, 2024, net revenue was $268.4 million, which was derived in part from sales of RF receivers and RF receiver SOC and connectivity solutions and intellectual property into broadband operator voice and data modems and gateways and connectivity adapters, global analog and digital RF receiver products, radio and modem solutions into wireless carrier access and backhaul infrastructure platforms, high-speed optical interconnect solutions sold into optical modules for data-center, metro and long-haul networks, and high-performance interface and power management solutions into a broad range of communications, industrial, automotive and multi-market applications.

We have experienced slower than expected recovery in sales and our ability to achieve revenue growth in the future will depend, among other factors, on our ability to improve revenue in key markets such as the broadband market which has experienced slower than expected recovery;

our ability to further penetrate existing markets;

our ability to expand our target addressable markets by developing new and innovative products such as researching, developing and designing capabilities for new solutions in advanced semiconductor process nodes such as 16nm and 5nm and beyond, and addressing challenges of capturing and processing high quality broadband communications and high-speed optical interconnect signals;

changes in government trade policies;

changes in export control regulations;

our ability to carry on licensed activities with entities on the Entity List, which have been paused, delayed or halted by the U.S.

Department of Commerce Bureau of Industry and Security, or BIS at certain times;

and our ability to obtain design wins with device manufacturers, in particular manufacturers of data modems, and gateways for the broadband service provider, storage networking market, cable infrastructure market, industrial and automotive markets, and optical module and telecommunications infrastructure markets.

Products shipped to Asia accounted for 72% and 74% of net revenue during the nine months ended September 30, 2024 and 2023, respectively, including 37% from products shipped to Hong Kong during the nine months ended September 30, 2024 and 34% from products shipped to Hong Kong and 12% from products shipped to mainland China during nine months ended September 30, 2023.

In the three months ended March 31, 2025, net revenue was $95.9 million, which was derived in part from sales of RF receivers and RF receiver SoC and connectivity solutions into broadband operator voice and data modems and gateways and connectivity adapters, global analog and digital RF receiver products, radio and modem solutions into wireless carrier access and backhaul infrastructure platforms, high-speed optical interconnect solutions sold into optical modules for data-center, metro and long-haul networks, and high-performance interface and power management solutions into a broad range of communications, industrial, automotive and multi-market applications.

We have experienced slower than expected recovery in sales across all of our end markets.

This is primarily driven by excess inventory in the channels as well as slower demand in regions such as China.

Geopolitical tensions and changing trade policies, including escalating tariffs between the United States and China, and other countries, continue to influence the semiconductor industry as well as the global economy.

We continue to develop and innovate with new products for new solutions in advanced semiconductor process nodes such as 16nm and 5nm and beyond, while addressing opportunities capturing and processing high quality broadband communications and high-speed optical interconnect signals.

Products shipped to Asia accounted for 78% and 59% of net revenue during the three months ended March 31, 2025 and 2024, respectively, including 49% from products shipped to Hong Kong and 11% from products shipped to Vietnam during the three months ended March 31, 2025 and 28% from products shipped to Hong Kong during the three months ended March 31, 2024.

Although a large percentage of our products is shipped to Asia, we believe that a significant number of the systems designed by these customers and incorporating our semiconductor products are then sold outside Asia.

For example, revenue generated from sales of our products during the nine months ended September 30, 2024 and 2023 related principally to

sales to Asian ODMs and contract manufacturers delivering products into European and North American markets.

For example, revenue generated from sales of our products during the three months ended March 31, 2025 and 2024 related principally to sales to Asian ODMs and contract manufacturers delivering products into European and North American markets.

To date, all of our sales have been denominated in United States dollars.

A significant portion of our net revenue has historically been generated by a limited number of customers through sales of our products, as well as consideration under intellectual property sale agreements.

A significant portion of our net revenue has historically been generated by a limited number of customers through sales of our products.

Sales of products to customers comprise both direct sales to customers and indirect sales through distributors.

In the three months ended September 30, 2024, one customer accounted for 25% of our net revenue, and our ten largest customers collectively accounted for 71% of our net revenue, of which distributor customers accounted for 8% of our net revenue.

In the nine months ended September 30, 2024, one customer accounted for 13% of our net revenue, and our ten largest customers collectively accounted for 64% of our net revenue, of which distributor customers accounted for 15% of our net revenue.

In the three months ended March 31, 2025, two customers accounted for 28% of our net revenue, and our ten largest customers collectively accounted for 66% of our net revenue.

For certain customers, we sell multiple products into disparate end user applications such as PON outdoor units, or PON ODUs, Wi-Fi routers, broadband gateways, and cable modems.

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Our business depends on winning competitive bid selection processes, known as design wins, to develop integrated circuits for use in our customers’ products.

These selection processes are typically lengthy, and as a result, our sales cycles will vary based on the specific market served, whether the design win is with an existing or a new customer and whether our product being designed in our customer’s device is a first generation or subsequent generation product.

Our customers’ products can be complex and, if our engagement results in a design win, can require significant time to define, design and result in volume production.

Our customers’ products can be complex and, if our engagement results in a design win, can require significant time to move into volume production.

Because the sales cycle for our products is long, we can incur significant design and development expenditures in circumstances where we do not ultimately recognize any revenue.

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Product life cycles in our target markets will vary by application.

For example, in the broadband data modem and gateway sectors, a design-in can have a product life cycle of 24 to 60 months.

In the industrial and wired and wireless infrastructure markets, a design-in can have a product life cycle of 24 to 84 months and beyond.

Impact of Global Economic Uncertainty and Inventory Build

Inflation and uncertainty in customer demand and the worldwide economy has continued, and we could experience continued volatility in our sales and revenues.

Inventory oversupply could potentially lead to more inventory write-downs, including charges for any excess or obsolete inventory which could negatively impact our gross margins.

However, the magnitude of such volatility on our business and its duration is uncertain and cannot be reasonably estimated at this time.

As supplier lead times continue to stabilize, we have seen and expect to continue to see a more normalized demand-planning horizon.

For example, in the broadband data modem and gateway sectors, a design can have a product life cycle of 24 to 60 months.

In the industrial and wired and wireless infrastructure markets, a design can have a product life cycle of 24 to 84 months and beyond.

Terminated Silicon Motion Merger

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See Part II, Item 1 (Legal Proceedings) of this report for more information on legal proceedings related to the termination of the Merger Agreement.

The second amended and restated commitment letter dated October 24, 2022 with Wells Fargo Bank, N.A., or Wells Fargo Bank, and other lenders, and related financing commitments for the previously pending (now terminated) merger were also terminated upon termination of the Merger Agreement.

As a result of the termination of the financing, in August 2023, the Company was required to pay to Wells Fargo Bank a ticking fee of $18.3 million.

Workforce Reductions

We initiated a reduction in our workforce in July 2024, or the 2024 Workforce Reduction, following slower than expected recovery in our sales as a result of macroeconomic conditions and the demand environment.

Previously, during the year ended December 31, 2023, we entered into two plans of restructuring to reduce our workforce, or the 2023 Workforce Reductions, which together with the 2024 Workforce Reduction, are referred to collectively as the Workforce Reductions.

The Workforce Reductions are intended to align our operational needs with the changes in macroeconomic conditions and the demand environment while continuing to support the long-term business strategy by reducing our operating expenses.

In the three months ended September 30, 2024, the Company incurred $26.8 million in restructuring costs pertaining to the 2024 Workforce Reduction, which included $17.0 million charges under contracts associated with cancelled projects and related impairment of assets, $9.1 million in severance costs and related expenses, and $0.7 million from exiting facilities.

During the nine months ended September 30, 2024, we completed notification to the remaining affected employees of the 2023 Workforce Reductions, and incurred $23.5 million in restructuring costs, including $19.8 million in severance costs and related expenses, or a cumulative total of $43.3 million in restructuring costs under the 2023 Workforce Reductions.

Substantially all of the severance and related costs incurred in the nine months ended September 30, 2024 that related to the 2023 Workforce Reductions pertained to statutory severance benefits in the jurisdictions in which the terminated employees were employed.

We expect to incur additional restructuring costs associated with the 2023 Workforce Reductions and 2024 Workforce Reduction of approximately $3.0 million to $5.0 million, which is expected to pertain to severance due to statutory requirements in the jurisdictions in which the terminated employees were employed, as well as exiting facilities.

We expect to complete notifications to employees regarding the 2024 Workforce Reduction and finalize our plans to exit facilities by the end of 2024.

Recent Developments

Restructuring

In the three months ended March 31, 2025, we incurred $7.9 million in restructuring costs which included $6.3 million in charges under contracts associated with CAD tool licenses which we ceased using during the quarter and $1.6 million in severance costs and related expenses in connection with a workforce reduction.

We expect to complete the workforce reduction in the second quarter of 2025 and estimate that we will incur an additional $4.0 million to $6.0 million in restructuring costs.

Estimated restructuring costs remaining to be incurred for the restructuring plan pertain to severance and related costs to be incurred upon completion of notice to employees and exiting of additional leased office space, and are anticipated to be incurred in the second quarter of 2025.

The estimate of costs that we expect to incur, and the timing thereof, are subject to a number of assumptions and actual results may differ.

We may also incur other charges or cash expenditures not currently contemplated due to events that may occur as a result of, or associated with, the Workforce Reductions.

Inducement Equity Incentive Plan for New Employees

On May 22, 2024, the Board of Directors adopted the Inducement Plan pursuant to Rule 5635(c)(4) of the Nasdaq Listing Rules, and, subject to the adjustment provisions of the Inducement Plan, reserved 4,000,000 shares of the Company’s common stock for issuance under equity awards granted under the Inducement Plan.

The Inducement Plan provides for the grant of equity-based awards, including non-statutory stock options, stock appreciation rights, restricted stock, restricted stock units, performance units and performance shares, and its terms are substantially similar to the 2010 Equity Incentive Plan, including with respect to treatment of equity awards in the event of a merger or “change in control” as defined under the Inducement Plan, but with such other terms and conditions intended to comply with the Nasdaq inducement award exception.

Awards under the Inducement Plan may only be made to individuals not previously employees or non-employee directors of the Company as an inducement material to the individuals’ entry into employment with the Company.

We may also incur other charges or cash expenditures not currently contemplated due to events that may occur as a result of, or associated with, the restructuring plan.

Critical Accounting Policies and Estimates

Management’s discussion and analysis of our financial condition and results of operations is based upon our consolidated financial statements which are prepared in accordance with accounting principles that are generally accepted in the United States of America.

consolidated financial statements, and the reported amounts of revenues and expenses during the reporting period.

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States of America.

The preparation of these consolidated financial statements requires us to make estimates and judgments that affect the reported amounts of assets and liabilities, related disclosure of contingent assets and liabilities at the date of the consolidated financial statements, and the reported amounts of revenues and expenses during the reporting period.

We continually evaluate our estimates and judgments, the most critical of which are those related to business combinations, revenue recognition, inventory valuation, production masks, goodwill and other intangible assets valuation, and income taxes.

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Materially different results can occur as circumstances change and additional information becomes known.

We believe that accounting policies we have identified as critical involve a greater degree of judgment and complexity than our other accounting policies.

We believe that accounting estimates we have identified as critical involve a greater degree of judgment and complexity than our other accounting estimates.

Accordingly, those are the policies we believe are the most critical to understanding and evaluating our consolidated financial condition and results of operations.

For a summary of our critical accounting policies and estimates, refer to Management’s Discussion and Analysis section of our Annual Report on Form 10-K for the year ended December 31, 2024, which we filed with the Securities and Exchange Commission, or SEC, on January 29, 2025, or our Annual Report.

There have been no material changes to our critical accounting policies and estimates during the nine months ended September 30, 2024.

There have been no material changes to our critical accounting policies and estimates during the three months ended March 31, 2025.

Recently Adopted Accounting Pronouncements

See Note 1 to our consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q for recently adopted accounting pronouncements as of the date of this report, if any.

Recently Issued Accounting Pronouncements

See Note 1 to our consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q for recently issued accounting pronouncements not yet adopted as of the date of this report.

Results of Operations

The following describes the line items set forth in our unaudited consolidated statements of operations.

Net revenue is generated from sales of radio-frequency, analog, digital, and mixed-signal integrated circuits and intellectual property for access and connectivity, wired and wireless infrastructure, and industrial and multi-market applications.

A significant portion of our sales are to distributors, who then resell our products.

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Selling, general and administrative expense includes personnel-related expenses, including salaries and benefits and stock-based compensation, amortization of certain acquired intangible assets, merger, acquisition and integration costs, if any, third-party sales commissions, field application engineering support, travel costs, professional and consulting fees, legal fees, depreciation expense and allocated occupancy costs.

Impairment Losses.

Impairment losses consist of charges resulting from the impairment of intangible assets.

Restructuring Charges .

Restructuring charges consist of severance, lease and leasehold impairment charges, and other charges related to restructuring plans.

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Interest and Other Income (Expense), Net.

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Interest expense consists of interest accrued on debt and amortization of discounts on debt and other liabilities.

Other income (expense) consists of income (expense) generated from non-operating transactions, including a ticking fee paid to lenders following the termination of the Silicon Motion merger, net gains (losses) from sales or impairment of investments and/or income or losses from investments, if any, including unrealized holding gains (losses) from certain investments required to be marked to market value, if any, and a gain from partial curtailment of employee defined benefit obligations.

Other income (expense) generally consists of income (expense) generated from non-operating transactions, net gains (losses) from sales or impairment of investments and/or income or losses from investments, if any, including unrealized holding gains (losses) from certain investments required to be marked to market value, if any.

Income Tax Provision (Benefit).

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The following table sets forth our consolidated statement of operations data as a percentage of net revenue for the periods indicated:

Three Months Ended September 30, Nine Months Ended September 30,

2024 2023 2024 2023

Three Months Ended March 31,

Net revenue 100 % 100 %

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Selling, general and administrative 38 38

Impairment losses 2 — — —

Restructuring charges 8 24

Total operating expenses 104 130

Income (loss) from operations (82) (13) (68) 1

Loss from operations (48) (78)

Interest income 1 2

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Net loss (52) % (76) %

Three Months Ended September 30, Nine Months Ended September 30,

2024 2023 $ Change % Change 2024 2023 $ Change % Change

(dollars in thousands) (dollars in thousands)

Three Months Ended March 31,

2025 2024 $ Change % Change

(dollars in thousands)

Broadband $ 40,883 $ 33,055 $ 7,828 24 %

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Total net revenue $ 95,933 $ 95,269 $ 664 1 %

Net revenue decreased $54.4 million to $81.1 million for the three months ended September 30, 2024, as compared to $135.5 million for the three months ended September 30, 2023, primarily as a result of macroeconomic conditions impacting customer demand, including excess inventory in the channel built up following the supply shortages in 2022.

The decrease in broadband net revenue of $2.1 million was driven by decreases in the volume of broadband SOC, satellite ODU, and tuner shipments in this category, partially offset by increases from reversals of unclaimed rebates due to expiration of rebate pricing and improvements in shipments of cable data shipments.

The decrease in connectivity net revenue of $2.3 million was driven by decreased volume of shipments of certain products associated with residential broadband market decline, while ethernet product shipments improved.

The decrease in net infrastructure revenues of $26.9 million was driven by a decrease in the volume of wireless backhaul and high performance analog product shipments.

The decrease in industrial and multi-market net revenue of $23.0 million was driven by decreased volume of shipments of component and high-performance analog products, while high speed interconnect product shipments improved.

Price changes did not have a material impact to revenues period over period.

Net revenue decreased $299.5 million to $268.4 million for the nine months ended September 30, 2024, as compared to $567.9 million for the nine months ended September 30, 2023, primarily as a result of macroeconomic conditions impacting customer demand, including excess inventory in the channel built up following the supply shortages in 2022.

The decrease in broadband net revenue of $82.5 million was driven by decreases in the volume of broadband SOC shipments in this category, partially offset by revenue from certain intellectual property sale agreements and increases from reversals of unclaimed rebates due to expiration of rebate pricing.

The decrease in connectivity net revenue of $83.5 million was driven by decreased volume of shipments of certain products associated with residential broadband market decline, partially offset by revenue from certain intellectual property sale agreements.

The decrease in net infrastructure revenues of $58.1 million was driven by decreases in the volume of wireless backhaul products, and to a lesser extent, high performance analog shipments, partially offset by improvement in shipments of from high speed interconnect products, and revenues from certain intellectual property sale agreements.

The decrease in industrial and multi-market net revenue of $75.4 million was driven by decreased volume of shipments of component and high-performance analog products.

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Net revenue increased $0.7 million to $95.9 million for the three months ended March 31, 2025, as compared to $95.3 million for the three months ended March 31, 2024, due in part to recovery in our broadband and connectivity markets.

The increase in broadband net revenue of $7.8 million was driven by increases in the volume of broadband SOC shipments in this category.

The increase in connectivity net revenue of $10.5 million was driven by improvements in Wi-Fi and ethernet product shipments.

The decrease in net infrastructure revenues of $6.0 million was driven by a decrease in IP licensing revenues in this category, while the volume of shipments of wireless backhaul and high speed interconnect products increased.

The decrease in industrial and multi-market net revenue of $11.6 million was driven by decreased volume of shipments of high-performance analog products.

Price changes did not have a material impact to revenues period over period.

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Cost of Net Revenue and Gross Profit

Three Months Ended September 30, Nine Months Ended September 30,

2024 2023 $ Change % Change 2024 2023 $ Change % Change

(dollars in thousands) (dollars in thousands)

Three Months Ended March 31,

2025 2024 $ Change % Change

(dollars in thousands)

Cost of net revenue $ 42,102 $ 46,001 $ (3,899) (8) %

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% of net revenue 56 % 52 %

Cost of net revenue decreased $24.6 million to $37.0 million for the three months ended September 30, 2024, as compared to $61.6 million for the three months ended September 30, 2023.

The decrease was driven by a decreased volume of shipments as a result of macroeconomic conditions impacting customer demand for our products as described above under “Net Revenue.” Gross profit percentage declined for the three months ended September 30, 2024, as compared to the three months ended September 30, 2023, due to reduced absorption of intangible amortization and fixed costs.

Cost of net revenue decreased $126.0 million to $124.8 million for the nine months ended September 30, 2024, as compared to $250.8 million for the nine months ended September 30, 2023.

The decrease was driven by a decreased volume of shipments as a result of macroeconomic conditions impacting customer demand for our products as described above under “Net Revenue.” Gross profit percentage declined for the nine months ended September 30, 2024, as compared to the nine months ended September 30, 2023, due to reduced absorption of intangible amortization and fixed costs.

Cost of net revenue decreased $3.9 million to $42.1 million for the three months ended March 31, 2025, as compared to $46.0 million for the three months ended March 31, 2024.

The decrease was driven by a decrease in amortization of acquired intangible assets.

Gross profit percentage improved for the three months ended March 31, 2025, as compared to the three months ended March 31, 2024, also due to a decrease in intangible asset amortization.

We currently expect that gross profit percentage will fluctuate in the future, from period-to-period, based on changes in product mix, average selling prices, and average manufacturing costs.

Research and Development

Three Months Ended September 30, Nine Months Ended September 30,

2024 2023 $ Change % Change 2024 2023 $ Change % Change

(dollars in thousands) (dollars in thousands)

Three Months Ended March 31,

2025 2024 $ Change % Change

(dollars in thousands)

Research and development $ 55,457 $ 64,766 $ (9,309) (14) %

% of net revenue 58 % 68 %

Research and development expense decreased $13.7 million to $52.6 million for the three months ended September 30, 2024, as compared to $66.3 million for the three months ended September 30, 2023.

The decrease was driven by decreases in payroll and benefits expense of $5.6 million, bonuses of $3.1 million, stock based compensation of $2.0 million, CAD design tools expense of $1.7 million, consulting expense of $0.9 million and prototype expense of $0.7 million.

These decreases were partially offset by the impact of a decrease to income from joint R&D projects and government grants of $0.7 million offset against R&D expense.

The decrease in payroll and benefits, bonuses, and stock-based compensation are attributable to the 2023 Workforce Reductions.

The decrease in CAD design tool, consulting and prototype expenses are due to timing of project completion.

The decrease in research and development funded by others is due to timing of governmental R&D grants and termination of certain programs during the third quarter of 2024 as a result of the 2024 Workforce Reduction.

The amount of income from research and development funded by others also varies from period to period depending on availability of such funding, including governmental grants.

Research and development expense decreased $30.3 million to $173.9 million for the nine months ended September 30, 2024, as compared to $204.3 million for the nine months ended September 30, 2023.

The decrease was driven by decreases in payroll and benefits expense of $15.8 million, CAD design tools expense of $5.9 million, stock based compensation of $5.2 million, bonuses of $3.3 million, consulting expense of $3.0 million, prototype expense of $2.3 million, depreciation expense of $1.7 million and occupancy expenses of $0.6 million.

These decreases were partially offset by a decrease in income from joint R&D and governmental grants of $8.1 million offset against R&D expense.

The decrease in payroll and benefits expense, stock-based compensation, and bonuses are attributable to the 2023 Workforce Reductions and cost reduction measures.

The decrease in CAD design tool, consulting and prototype expenses are due to timing of project completion.

The decrease in depreciation expense is from acquired assets becoming fully amortized as they reached the end of their useful lives.

The decrease in income from joint R&D projects and governmental grants is due to timing of governmental R&D grants and termination of certain programs during the first and third quarters of 2024 as a result of the 2023 Workforce Reductions and 2024 Workforce Reduction.

Research and development expense decreased $9.3 million to $55.5 million for the three months ended March 31, 2025, as compared to $64.8 million for the three months ended March 31, 2024.

The decrease was driven by decreases in payroll and benefits expense of $6.3 million and CAD design tools expense of $2.5 million, plus the impact of an increase to income from joint R&D projects and government grants of $1.9 million offset against R&D expense, consulting expense of $1.3 million, bonuses of $0.8 million, and occupancy and other miscellaneous expenses of $0.8 million.

These decreases were partially offset by an increase in stock based compensation of $4.2 million.

The decrease in payroll and benefits, CAD design tool, consulting, bonuses, occupancy and other miscellaneous expenses are due to our prior workforce reductions and other cost reduction measures.

The increase in income from joint R&D projects and government grants is due to new governmental R&D grants.

The amount of income from research and development funded by others also varies from period to period depending on availability of such funding, including governmental grants.

We are reducing our research and development spending, including via our Workforce Reductions, to meet evolving demand;

The increase in stock based compensation is due to incremental grants made to employees for retention purposes in the fourth quarter of 2024.

We have reduced our research and development spending, including via workforce reductions, to meet evolving demand;

however, we expect our research and development expenses to increase in future years as we develop products to drive future growth.

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Selling, General and Administrative

Three Months Ended September 30, Nine Months Ended September 30,

2024 2023 $ Change % Change 2024 2023 $ Change % Change

(dollars in thousands) (dollars in thousands)

Three Months Ended March 31,

2025 2024 $ Change % Change

(dollars in thousands)

Selling, general and administrative $ 36,589 $ 36,488 $ 101 — %

% of net revenue 38 % 38 %

Selling, general and administrative expense increased $4.8 million to $30.2 million for the three months ended September 30, 2024, as compared to $25.4 million for the three months ended September 30, 2023.

The increase was a result of increase in stock based compensation of $9.8 million, partially offset by decreases in payroll and other benefits expense of $1.8 million, professional fees of $1.8 million, and bonuses of $1.4 million.

The increase in stock-based compensation expense is a result of incremental grants made to executives for retention purposes in the first quarter of 2024.

The decrease in professional fees is mainly due to a decrease in merger and acquisition related fees following the termination of our merger with Silicon Motion.

The decreases in payroll and other benefits and bonuses are attributable to the 2023 Workforce Reductions and other cost reduction measures.

Selling, general and administrative expense increased $2.5 million to $100.2 million for the nine months ended September 30, 2024, as compared to $97.8 million for the nine months ended September 30, 2023.

The increase was a result of increase in stock based compensation of $13.8 million, partially offset by decreases in professional fees of $4.1 million, payroll and other benefits expense of $3.9 million, bonuses of $1.6 million, commissions of $1.0 million, and depreciation and amortization of $1.0 million.

The increase in stock-based compensation expense is a result of incremental grants made to executives for retention purposes in the first quarter of 2024.

The decrease in professional fees is mainly due to a decrease in merger and acquisition related fees following the termination of our merger with Silicon Motion.

The decreases in payroll and other benefits and bonuses are attributable to the 2023 Workforce Reductions and other cost reduction measures.

The decrease in commissions expense is due to decreased revenues.

The decrease in depreciation and amortization is from assets becoming fully amortized as they reached the end of their useful lives.

We are reducing our selling, general and administrative expenses, including via our Workforce Reductions;

Selling, general and administrative expense remained flat at $36.6 million.

There were decreases in payroll and other benefits expense of $1.1 million, commission expense of $0.7 million, consulting, prototype and other miscellaneous expense of $0.6 million, and $0.4 million in bonuses.

These decreases were offset by increases in professional fees of $1.5 million and stock-based compensation of $1.5 million.

The decreases in payroll and other benefits and bonuses are attributable to our prior workforce reductions and other cost reduction measures.

The decrease in commission expense is due to true up to actuals related to the prior quarter’s estimates of commissions earned by sales agents.

The decreases in consulting, prototype and other miscellaneous expenses are due to the timing of project completion.

The increase in professional fees is mainly due to higher legal fees related to the ongoing litigation from the termination of the merger with Silicon Motion.

The increase in stock-based compensation expense is a result of incremental grants made to employees for retention purposes in the fourth quarter of 2024.

We have reduced our selling, general and administrative expenses, including via our workforce reductions;

however, we expect selling, general and administrative expenses to increase in future years when we return to growing our sales and marketing organization to expand into existing and new markets.

Impairment Losses

Three Months Ended September 30, Nine Months Ended September 30,

2024 2023 $ Change % Change 2024 2023 $ Change % Change

(dollars in thousands) (dollars in thousands)

Impairment losses $ 1,237 $ — $ 1,237 N/A $ 1,237 $ 2,438 $ (1,201) (49) %

% of net revenue 2 % — % — % — %

Impairment losses in the three and nine months ended September 30, 2024 and the nine months ended September 30, 2023 related to abandonment of certain intellectual property licenses.

Restructuring Charges

Three Months Ended September 30, Nine Months Ended September 30,

2024 2023 $ Change % Change 2024 2023 $ Change % Change

(dollars in thousands) (dollars in thousands)

Three Months Ended March 31,

2025 2024 $ Change % Change

(dollars in thousands)

Restructuring charges $ 7,879 $ 22,630 $(14,751) (65) %

% of net revenue 8 % 24 %

Restructuring charges increased $26.8 million to $26.8 million for the three months ended September 30, 2024, compared to $0.1 million for the three months ended September 30, 2023.

Restructuring charges for the three months ended September 30, 2024 included $17.0 million charges under contracts associated with cancelled projects and related impairment of assets, $9.1 million in severance and related charges related to the 2024 Workforce Reduction, and $0.7 million in charges related to the reduction of space leased for office facilities.

A significant portion of the employee severance-related changes from the 2024 Workforce Reduction are estimated statutory severance benefits payable in the jurisdictions in which the terminated employees were employed.

Restructuring charges increased $41.2 million to $50.3 million for the nine months ended September 30, 2024, compared to $9.1 million for the nine months ended September 30, 2023.

Restructuring charges for the nine months ended September 30, 2024 included $28.9 million in employee severance and related charges, $19.8 million of which related to the 2023 Workforce Reductions and $9.1 million which related to the 2024 Workforce Reduction, $17.8 million in charges under contracts associated with cancelled projects and related impairment of assets, and $3.6 million in charges related to reduction of space leased for office facilities.

Substantially all of the employee severance-related charges from the 2023 Workforce Reductions and a significant portion of the employee severance-related charges from the 2024 Workforce Reduction are estimated statutory severance benefits payable in the jurisdictions in which the terminated employees were employed.

Restructuring charges decreased $14.8 million to $7.9 million for the three months ended March 31, 2025, compared to $22.6 million for the three months ended March 31, 2024.

Restructuring charges for the three months ended March 31, 2025 included $6.3 million charges under contracts associated with CAD tool licenses which we ceased using during the quarter and $1.6 million in severance and related charges related to a workforce reduction.

Restructuring charges for the three months ended March 31, 2024 included $19.9 million in employee severance and related charges related to prior reductions in our workforce and $2.1 million in charges related to a prior reduction of space leased for office facilities.

Substantially all of the employee severance-related charges in the 2024 period were estimated statutory severance benefits payable in the jurisdictions in which the terminated employees were employed.

Interest and Other Income (Expense)

Three Months Ended September 30, Nine Months Ended September 30,

2024 2023 $ Change % Change 2024 2023 $ Change % Change

(dollars in thousands) (dollars in thousands)

Three Months Ended March 31,

2025 2024 $ Change % Change

(dollars in thousands)

Interest and other income (expense), net $ (2,908) $ 545 $ (3,453) (634) %

% of net revenue (3) % 1 %

Interest and other income (expense), net changed by $7.9 million from expense of $23.7 million in the three months ended September 30, 2023 to expense of $15.8 million for the three months ended September 30, 2024.

Interest and other income (expense), net for the three months ended September 30, 2023 included a loan ticking fee of approximately $18.3 million paid to lenders following the termination of the Silicon Motion merger and investment losses of $5.3 million, partially offset by a $1.0 million gain related to partial curtailment of defined benefit pension obligations which did not recur in the three months ended September 30, 2024.

The positive impacts pertaining to these items were partially offset by negative impacts from the impairment of privately held investments and notes receivable of $12.3 million and currency exchange losses of $2.3 million.

Interest and other income (expense), net changed by $9.0 million from expense of $24.7 million in the nine months ended September 30, 2023 to expense of $15.7 million for the nine months ended September 30, 2024.

Interest and other income (expense), net for the three months ended September 30, 2023 included a loan ticking fee of approximately $18.3 million paid to lenders following the termination of the Silicon Motion merger and investment losses of $3.3 million, partially offset by $1.0 million gain related to partial curtailment of defined benefit pension obligations which did not recur in the three months ended September 30, 2024.

Interest income increased by $1.1 million due to higher interest rates on interest-bearing cash equivalents.

Interest and other income (expense), net changed by $3.5 million from income of $0.5 million in the three months ended March 31, 2024 to an expense of $2.9 million for the three months ended March 31, 2025.

The change was driven by currency exchange losses resulting in a decrease in other income (expense) of $2.7 million and a decrease in interest income of $1.0 million due to lower average balance of interest bearing cash balances and decreased interest rates.

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Income Tax Provision (Benefit)

Three Months Ended September 30, Nine Months Ended September 30,

2024 2023 $ Change % Change 2024 2023 $ Change % Change

(dollars in thousands) (dollars in thousands)

Income tax benefit $ (6,713) $ (1,689) $ (5,024) 297 % $ (10,535) $ 13,468 $ (24,003) (178) %

The income tax benefit for the three months ended September 30, 2024 was $6.7 million compared to an income tax benefit of $1.7 million for the three months ended September 30, 2023.

The income tax benefit for the nine months ended September 30, 2024 was $10.5 million compared to an income tax provision of $13.5 million for the nine months ended September 30, 2023.

Three Months Ended March 31,

2025 2024 $ Change % Change

(dollars in thousands)

Income tax provision (benefit) $ 711 $ (1,762) $ 2,473 (140) %

The income tax provision for the three months ended March 31, 2025 was $0.7 million compared to an income tax benefit of $1.8 million for the three months ended March 31, 2024.

The difference between our effective tax rate and the 21.0% U.S.

federal statutory rate for the nine months ended September 30, 2024 primarily related to the mix of pre-tax income among jurisdictions, permanent tax items, and stock based compensation.

federal statutory rate for the three months ended March 31, 2025 primarily related to the mix of pre-tax income among jurisdictions, permanent tax items, and stock based compensation.

The difference between our effective tax rate and the 21.0% U.S.

federal statutory rate for the nine months ended September 30, 2023 primarily related to the mix of pre-tax income among jurisdictions, permanent tax items including a tax on global intangible low-taxed income, stock based compensation, excess tax benefits related to stock-based compensation, and release of certain reserves for uncertain tax positions under ASC 740-10.

The permanent tax item related to global intangible low-taxed income also reflected the then recent legislative changes requiring the capitalization of research and experimentation costs, as well as limitations on the creditability of certain foreign income taxes.

federal statutory rate for the three months ended March 31, 2024 primarily related to the mix of pre-tax income among jurisdictions, permanent tax items including tax credits, stock based compensation, and tax shortfalls related to stock-based compensation.

We continue to maintain a valuation allowance to offset state and certain federal and foreign deferred tax assets, as realization of such assets does not meet the more-likely-than-not threshold required under accounting guidelines.

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We also receive a reduced withholding tax rate on certain intercompany royalty payments made by our Singapore subsidiary during the incentive period.

We recorded income taxes in the nine months ended September 30, 2024 and 2023 at the incentive rate.

During the quarter ended December 31, 2024, we recorded a full valuation allowance against our Singapore deferred tax assets.

Due to this Singapore valuation allowance position, no income tax provision was recorded for the three months ended March 31, 2025.

We recorded income taxes in the three months ended March 31, 2024 at the incentive rate.

The incentives are conditional upon our meeting certain minimum employment and investment thresholds within Singapore over time, and we may be required to return certain tax benefits in the event we do not achieve compliance related to that incentive period.

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Liquidity and Capital Resources

As of September 30, 2024, we had cash and cash equivalents of $148.5 million, restricted cash of $1.0 million and net accounts receivable of $47.9 million.

Additionally, as of September 30, 2024, our working capital, which we define as current assets less current liabilities, was $159.7 million.

As of March 31, 2025, we had cash and cash equivalents of $102.8 million, restricted cash of $1.3 million and net accounts receivable of $98.9 million.

Additionally, as of March 31, 2025, our working capital, which we define as current assets less current liabilities, was $123.5 million.

Financial instruments, which potentially subject us to concentrations of credit risk, consist primarily of cash and cash equivalents and accounts receivable.

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From time to time, we may also use cash to pay down outstanding debt and/or make investments.

As of September 30, 2024, $125.0 million of principal was outstanding under a senior secured term B loan facility or the “Initial Term Loan under the June 23, 2021 Credit Agreement.” The Company also has available, subject to the terms and conditions of the agreement, a senior secured revolving credit facility, in an aggregate principal amount of up to $100.0 million which remained undrawn as of September 30, 2024.

As of March 31, 2025, $125.0 million of principal was outstanding under a senior secured term B loan facility or the “Initial Term Loan under the June 23, 2021 Credit Agreement.” The Company also has available, subject to the terms and conditions of the agreement, a senior secured revolving credit facility, in an aggregate principal amount of up to $100.0 million which remained undrawn as of

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March 31, 2025.

The proceeds of the revolving facility may be used to finance the working capital needs and other general corporate purposes of the Company and its subsidiaries.

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While we had been mitigating the impact of high interest rates with large amounts of prepayments on our outstanding debt, if interest rates were to further increase substantially, it could have a material adverse effect on our operating results and could affect our ability to service the indebtedness.

Please refer to the Risk Factor entitled “ As of September 30, 2024, our aggregate indebtedness was $125.0 million, and we are subject to a variable amount of interest on the principal balance of our credit agreements and could continue to be adversely impacted by high interest rates in the future.

Such indebtedness adversely affects our operating results and cash-flows as we satisfy our underlying interest and principal payment obligations and contains financial and operational covenants that could adversely affect our operational freedom or ability to pursue strategic transactions that we would otherwise consider to be in the best interest of stockholders, including obtaining additional indebtedness to finance such transactions.

In addition, high interest rates may make it more difficult for us, our customers, and our distributors to obtain financing and service their interest and debt obligations, which in turn has an impact on customer demand for our products and our distributors' business ” for a discussion of how our indebtedness could have a material adverse effect on our liquidity and capital resources.

Please refer to the Risk Factor entitled “ As of March 31, 2025, our aggregate indebtedness was $125.0 million, and we are subject to a variable amount of interest on the principal balance of our credit agreements and could continue to be adversely impacted by high interest rates in the future.

Such indebtedness adversely affects our operating results and cash-flows as we satisfy our underlying interest and principal payment obligations and contains financial and operational covenants that could adversely affect our operational freedom or ability to pursue strategic transactions that we would otherwise consider to be in the best interests of stockholders, including obtaining additional indebtedness to finance such transactions.

In addition, high interest rates may make it more difficult for us, our customers, and our distributors to obtain financing and service our respective interest and debt obligations, which in turn has an impact on customer demand for our products and our distributors ’ business ” for a discussion of how our indebtedness could have a material adverse effect on our liquidity and capital resources.

Our future capital requirements will depend on many factors, including changes in revenue, the expansion or contraction of our engineering, sales and marketing activities, the timing and extent of our expansion into new territories, the timing of introductions of new products and enhancements to existing products, the continuing market acceptance of our products, any damages from legal proceedings related to the termination of the Merger Agreement with Silicon Motion or any alleged breaches of the Merger Agreement that we are required to pay, or any amounts we agree to pay in any settlement and any other potential material investments in, or acquisitions of, complementary businesses, services or technologies.

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Our cash and cash equivalents are impacted by the timing of when we pay expenses as reflected in the change in our outstanding accounts payable and accrued expenses.

Cash used to fund operating expenses in our consolidated statements of cash flows excludes the impact of non-cash items such as, but not limited to, amortization and depreciation of acquired intangible assets and leased right-of-use assets and property and equipment, stock-based compensation, impairment of assets, and gain on extinguishment of lease liabilities.

Cash used to fund capital purchases and acquisitions of businesses and investments are included in investing activities in our consolidated statements of cash flows.

Cash paid to satisfy minimum tax withholdings on behalf of employees for restricted stock units are included in financing activities in our consolidated statements of cash flows.

As of September 30, 2024, our material cash requirements include long-term debt, non-cancelable operating leases, inventory purchase obligations and other obligations, which primarily consist of contractual payments due for computer-aided design software, as follows:

Cash paid to satisfy minimum tax withholdings on behalf of employees for restricted stock units and cash proceeds from issuance of common stock and debt and cash used to pay down outstanding debt, if any, are included in financing activities in our consolidated statements of cash flows.

As of March 31, 2025, our material cash requirements include long-term debt, non-cancelable operating leases, inventory purchase obligations and other obligations, which primarily consist of contractual payments due for computer-aided design software, as follows:

Total Less than 1 year 1-3 years 3-5 years More than 5 years

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Total $ 287,815 $ 97,918 $ 56,172 $ 130,288 $ 3,437

Our planned capital expenditures as of September 30, 2024 were not material.

Our consolidated balance sheet at September 30, 2024 included $4.4 million in other long-term liabilities for uncertain tax positions, some of which may result in cash payment and $15.0 million received from other parties for jointly funded research and development projects which will be recognized into income when the contingencies associated with the repayment conditions have been resolved.

The future payments related to uncertain tax positions recorded as other long-term liabilities have not been presented in the table above due to the uncertainty of the amounts and timing of cash settlement with the taxing authorities.

Our primary sources of cash are cash receipts on accounts receivable from our shipment of products to distributors and direct customers, as well as proceeds that we receive under certain intellectual property sale agreements.

Our planned capital expenditures as of March 31, 2025 were not material.

Our consolidated balance sheet at March 31, 2025 included $4.3 million in other long-term liabilities for uncertain tax positions, some of which may result in cash payment and $15.0 million received from other parties for jointly funded research and development projects which will be recognized into income when the contingencies associated with the repayment conditions have been resolved.

The future payments related

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to uncertain tax positions recorded as other long-term liabilities have not been presented in the table above due to the uncertainty of the amounts and timing of cash settlement with the taxing authorities.

Our primary sources of cash are cash receipts on accounts receivable from our shipment of products to distributors and direct customers.

Aside from the amounts billed to our customers, net cash collections of accounts receivable are impacted by the efficiency of our cash collections process, which can vary from period to period depending on the payment cycles of our major distributor customers, and relative linearity of shipments period-to-period.

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The following is a summary of our working capital, cash and cash equivalents, and restricted cash for the periods indicated:

September 30, 2024 December 31, 2023

March 31, 2025 December 31, 2024

(in thousands)

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Total cash, cash equivalents, and restricted cash $ 104,065 $ 119,603

We believe that our $148.5 million of cash and cash equivalents at September 30, 2024 will be sufficient to fund our projected operating requirements for at least the next twelve months.

As of September 30, 2024, our indebtedness totaled $125.0 million, which consists of outstanding principal under the Initial Term Loan under the June 23, 2021 Credit Agreement.

The June 23, 2021 Credit Agreement also provides the Company with the Revolving Facility in an aggregate principal amount of up to $100.0 million, which remained undrawn as of September 30, 2024.

The Initial Term Loan under the June 23, 2021 Credit Agreement has a seven-year term expiring in June 2028 and bears interest, at the Company’s option, at a per annum rate equal to either (i) a base rate equal to the highest of (x) the federal funds rate, plus 0.50%, (y) the prime rate then in effect and (z) an adjusted SOFR rate determined on the basis of a one-month interest period plus 1.00%, in each case, plus an applicable margin of 1.25% or (ii) an adjusted SOFR rate, subject to a floor of 0.50%, plus an applicable margin of 2.25%.

We believe that our $102.8 million of cash and cash equivalents at March 31, 2025 will be sufficient to fund our projected operating requirements for at least the next twelve months.

As of March 31, 2025, our indebtedness totaled $125.0 million, which consists of outstanding principal under the Initial Term Loan under the June 23, 2021 Credit Agreement.

The June 23, 2021 Credit Agreement also provides the Company with the Revolving Facility in an aggregate principal amount of up to $100.0 million, which remained undrawn as of March 31, 2025.

The June 23, 2021 Credit Agreement was amended on June 29, 2023 to implement a benchmark replacement of SOFR for LIBOR.

The Initial Term Loan under the June 23, 2021 Credit Agreement has a seven-year term expiring in June 2028 and subsequent to the benchmark replacement amendment, bears interest, at the Company’s option, at a per annum rate equal to either (i) a base rate equal to the highest of (x) the federal funds rate, plus 0.50%, (y) the prime rate then in effect and (z) an adjusted SOFR rate determined on the basis of a one-month interest period plus 1.00%, in each case, plus an applicable margin of 1.25% or (ii) an adjusted SOFR rate, subject to a floor of 0.50%, plus an applicable margin of 2.25%.

Loans under the Revolving Facility initially bear interest, at a per annum rate equal to either (i) a base rate (as calculated above) plus an applicable margin of 0.00%, or (ii) an adjusted SOFR rate (as calculated above) plus an applicable margin of 1.00%.

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Commencing on September 30, 2021, the Initial Term Loan under the June 23, 2021 Credit Agreement amortizes in equal quarterly installments equal to 0.25% of the original principal amount, with the balance payable at maturity on June 23, 2028.

The June 23, 2021 Credit Agreement was amended on June 29, 2023 to implement a benchmark replacement.

The following is a summary of our cash flows provided by (used in) operating activities, investing activities and financing activities for the periods indicated:

Nine Months Ended September 30,

Three Months Ended March 31,

(in thousands)

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Effect of exchange rate changes on cash, cash equivalents and restricted cash (9) (583)

Decrease in cash, cash equivalents and restricted cash $ (38,864) $ (205)

Increase (decrease) in cash, cash equivalents and restricted cash $ (15,538) $ 4,574

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Cash Flows from Operating Activities

Net cash used in operating activities was $17.5 million for the nine months ended September 30, 2024, compared to net cash provided by operating activities of $59.9 million nine months ended September 30, 2023.

The decline in operating cash flows was driven by a decline in revenue from decreased volume of shipments of our products as a result of macroeconomic conditions impacting customer demand for our products (as discussed under the heading, “Results of Operations,” above).

Operating cash flows were also impacted by changes in our working capital, which increased $88.7 million, in particular, in the first nine months of 2024, we collected accounts receivable of $177.6 million, which was partially offset by payments against our price protection liability of $54.0 million and severance and other payments from the Workforce Reductions of $31.5 million.

Net cash used in operating activities was $11.4 million for the three months ended March 31, 2025, compared to net cash provided by operating activities of $16.0 million three months ended March 31, 2024.

The decline in operating cash flows was driven by changes in our working capital, which increased $52.6 million, in particular, in the first quarter of 2025, we collected accounts receivable of $55.1 million, which was partially offset by payments against our price protection liability of $3.5 million and severance and other payments from workforce reductions of $2.4 million.

Cash Flows from Investing Activities

Our use of cash in investing activities declined by $10.3 million driven by a reduction our acquisition investments, offset by increased capital purchases.

In the nine months ended September 30, 2023, we used $12.4 million in acquiring a small business.

We did not make any acquisition-related payments in the 2024 period.

Our capital purchases of property and equipment and intangible assets increased $2.1 million for the nine months ended September 30, 2024 due to the timing of purchases of production masks and other property and equipment.

Net cash used in investing activities was $20.4 million for the nine months ended September 30, 2024 and consisted of purchases of property and equipment of $15.5 million, and purchases of intangible assets of $5.0 million.

Net cash used in investing activities was $30.8 million for the nine months ended September 30, 2023 and consisted of cash used in acquisitions of Company X and Y of $12.4 million (including $2.7 million contingent consideration paid to shareholders of Company X), purchases of property and equipment of $12.2 million, and purchases of intangible assets of $6.2 million.

Our use of cash in investing activities decreased by $6.7 million.

Net cash used in investing activities was $2.0 million for the three months ended March 31, 2025 and consisted of purchases of property and equipment.

Net cash used in investing activities was $8.7 million for the three months ended March 31, 2024 and consisted of purchases of property and equipment of $8.3 million, and purchases of intangible assets of $0.4 million.

Cash Flows from Financing Activities

Our use of cash in financing activities for the 2023 period included payment of debt commitment, or ticking fees, of $18.3 million in connection with the termination of the merger with Silicon Motion.

Both the 2024 and 2023 periods included minimum tax withholding paid on behalf of employees for restricted stock, partially offset by net proceeds from issuance of common stock for stock-related awards to employee.

The employee stock-related amounts declined due to a smaller amount of restricted stock units released for bonuses and a decline in value of other stock-related awards released during the periods.

Our use of cash in financing activities did not materially change and was substantially comprised of minimum tax withholding paid on behalf of employees for restricted stock units for both periods.

Warranties and Indemnifications

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 2. Management’s Discussion and Analysis