30 unchanged sentences
Our financial performance depends on the pace of end-user RAIN adoption in key industries such as retail apparel, our largest market, retail general merchandise and SC&L.
−Removed: Although RAIN has been adopted to some degree by end users in those industries, those end users as well as the industries themselves are subject to business cycles.
+Added: Although RAIN has been adopted to some degree by end users in those industries, those end users as well as the industries themselves are subject to business cycles and macroeconomic trends.
Continued RAIN adoption by those end users and in those industries may be at risk if and when downcycles occur.
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The ASPs of our products has historically decreased with time, to meet end-user demands, to encourage adoption, to address macroeconomic conditions or to respond to market pressure from our competition.
−Removed: However, that trend is not constant and we have also increased prices from time to time.
+Added: However, that trend is not constant and we have
+Added: also increased prices from time to time.
Although we expect further price decreases in the long term, we raised prices in 2021 and 2022 to accommodate higher product costs.
30 unchanged sentences
Persuading end users or partners to design our products into their business processes or products requires educating them about RAIN’s and our products’
−Removed: They may use other technologies or products and may not feel the need to learn about how RAIN or
−Removed: our products can improve their business processes or products.
+Added: They may use other technologies or products and may not feel the need to learn about how RAIN or our products can improve their business processes or products.
Even when convinced, they often undertake long pilot programs or qualification processes prior to placing orders.
These pilot programs or qualification processes can be time consuming and expensive, and there is no assurance they will result in an order for our products.
−Removed: If we fail to develop new products that adequately or competitively address end users’
+Added: If we fail to develop new products that adequately or
+Added: competitively address end users’
or our partners’
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Government regulations may change, possibly without notice, requiring us to redesign our products to conform with the new regulations or constraining our ability to incorporate new features into our products.
−Removed: Such changes could cause us to incur significant costs, including costs associated with obsolete inventory.
+Added: Such changes could cause us to incur significant
+Added: costs, including costs associated with obsolete inventory.
Regulatory changes may also cause us forego opportunities to improve our products, potentially delaying our time-to-market.
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As we recover from wafer shortages, we may invest in inventory to support anticipated business growth, like we did with endpoint IC inventory in 2017 and 2020.
−Removed: If we are unable to sell the inventory we purchased, or if we must sell it at lower prices due to excess inventory or obsolescence, then our business will be negatively impacted.
+Added: However, maintaining high inventory levels can increase expenses or increase reserves, and exposes us to a higher risk of product obsolescence as we introduce new products and technologies, all of which could negatively affect our business.
+Added: We may not be able to adequately anticipate the scope or nature of business growth, which could potentially result excess or obsolescent inventory.
+Added: For example, in 2022, we saw greater demand for our 300mm M700 wafers, but due to inventory and supply limitations, we were required to transition some potential customers back to our prior-generation 200mm Monza R6 product family, despite M700 being our primary market demand.
+Added: If we are unable to sell the inventory we purchased, or if we must sell such inventory at lower process—whether as a result of excess, obsolescence, or other factors—then our business will be negatively impacted.
To convert the wafers we receive from our foundry partner into saleable products, we and several third parties perform additional procedures, such as testing, thinning, dicing and bumping the ICs.
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In addition, when we introduce new products, we may initially carry higher inventory or have slower inventory turns depending on market acceptance.
−Removed: We have additional uncertainty arising from competition and from unanticipated external events, such as changes in regulatory standards, all of which can adversely affect demand and consequently our inventory levels, sales and operating results.
+Added: We have additional uncertainty arising from competition and from unanticipated external events, such as macroeconomic trends or events and changes in regulatory standards, all of which can adversely affect demand and consequently our inventory levels, sales and operating results.
Acquisitions could result in operating difficulties, dilution and other harmful consequences.
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or change in the countries, persons or technologies targeted by these regulations could delay us introducing new products in international markets, decrease use of our products by, or decrease our ability to export or sell our products to, existing or potential customers with international operations, adversely affecting our business and results of operations.
−Removed: Instability or deterioration in the political, social, business or economic conditions in key production jurisdictions could harm our supply of products.
−Removed: Deterioration in the political, social, business or economic conditions in any jurisdictions in which we have significant suppliers could slow or halt product shipments or disrupt our ability to manufacture, test or post-process our products.
+Added: Instability or deterioration in the political, social, business or economic conditions in key jurisdictions could harm our supply or deployment of products.
+Added: Deterioration in the political, social, business or economic conditions in any jurisdictions in which we have significant suppliers, distributors or end users—including as a result of natural disasters, labor strikes, public health crises, geopolitical events or other developments—could slow or halt product shipments or disrupt our ability to manufacture, test or post-process our products, as well as our ability to effectively and timely execute on end user deployments.
We outsource our manufacturing and production to suppliers in a small number of Asian jurisdictions including Thailand, Malaysia, Taiwan and China.
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For further information regarding this litigation, please refer to Note 6 of our consolidated financial statements included elsewhere in this report.
−Removed: Our litigation with NXP will increase our expenses, distract management and key employees and could negatively impact our relationships with partners or end users.
+Added: Our litigation with NXP, including any appeals, has contributed, and may continue to contribute, to increased legal expenses and demands on our management team’s time, and could negatively impact our relationships with partners or end users.
+Added: While we have obtained favorable jury verdicts in prosecuting our patent infringement claim against NXP in California and in defending against NXP’s patent infringement claim against us in Washington, these results remain subject to appeal.
+Added: Moreover, these jury verdicts can provide no assurance regarding the results of our other ongoing litigation involving NXP.
If we are unsuccessful in prosecuting our patent-infringement claims against NXP or in defending ourselves against NXP’s counterclaims, or to the extent we cannot maintain the validity and enforceability of our patents, then we could see a material adverse effect on our business, results of operations or financial condition.
−Removed: We may or may not prevail in patent-related proceedings given the complexity and inherent uncertainties in patent litigation.
+Added: Patent litigation is inherently complex and uncertain.
+Added: We may or may not prevail in patent-related proceedings and our intellectual property could be weakened.
If any pending or future proceedings result in an adverse outcome, then we could be required to:
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pay substantial damages to our partners or end users for them to discontinue using, or replace, infringing products with non-infringing products.
+Added: Even if we do prevail in patent-related proceedings, verdicts and and judgments can be modified or even reversed by trial or appellate courts.
Many companies in our industry, as well as nonpracticing entities, hold patents and other intellectual property rights and may pursue, protect and enforce those intellectual property rights.
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Third-party licenses for patents, software and other technology important to our business may not continue to be available on commercially reasonable terms or may not be available at all.
−Removed: Loss of any such licenses could cause manufacturing interruptions or delays or reductions in product shipments
−Removed: until we can develop, license, integrate and deploy alternative technologies, if even possible, which could harm our business and operating results.
+Added: Loss of any such licenses could cause manufacturing interruptions or delays or reductions in product shipments until we can develop, license, integrate and deploy alternative technologies, if even possible, which could harm our business and operating results.
Our use of open-source software may expose us to additional risks and weaken our intellectual property rights.
2 unchanged sentences
In addition, certain open-source software licenses require the user of such software to make derivative works of the open-source software available to others at low or no cost.
−Removed: In addition, open-source licensors generally do not provide warranties or other contractual protections regarding infringement claims or the quality of their code, opening us to business risks that could materially harm our operating results.
+Added: Open-source licensors generally do not provide warranties or other contractual protections regarding infringement claims or the quality of their code, opening us to business risks that could materially harm our operating results.
We cannot guarantee that we have incorporated open-source software in a manner that is consistent with our policies and procedures relative to such open-source software, or in a manner that will not subject us to liability.
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Accidental or willful security breaches or incidents, or unauthorized access to our facilities or information systems, or to others used in our business, could compromise the security of those facilities or information systems and the confidentiality, integrity and availability of confidential, personal or proprietary information.
+Added: These risks may be heightened in connection with Russia’s invasion of Ukraine.
The consequences of loss, misuse, corruption or other unauthorized processing of confidential, personal or proprietary information could include, among other things, unfavorable publicity, reputational damage, difficulty marketing or selling our products, customer allegations of breach of contract, loss or theft of intellectual property, claims and litigation, governmental and regulatory investigations and other proceedings and fines, penalties and other damages and liabilities.
13 unchanged sentences
Our ability to attain or sustain profitability depends on numerous factors, many of which are out of our control, including continued RAIN industry adoption and us maintaining or growing our market share.
−Removed: Our costs to support operations, product development and business and personnel expansion in sales, engineering and marketing are significant and are likely to increase as we invest to grow the market and our share of it, reduce our costs and improve our operations.
+Added: Our costs to support operations, product development and business
+Added: and personnel expansion in sales, engineering and marketing are significant and are likely to increase as we invest to grow the market and our share of it, reduce our costs and improve our operations.
If we fail to increase our revenue or manage our expenses, or if our investments in growing the market or our share of it fail, then we may not attain or sustain profitability.
7 unchanged sentences
Material factors that contribute to fluctuations in our operating results include:
−Removed: macroeconomic conditions, including inflation and recession, and their impact on our business and that of our suppliers, partners and end users;
+Added: macroeconomic conditions, including inflation, recession or economic slowdown, and their impact on our business and that of our suppliers, partners and end users;
fluctuations or delays in RAIN adoption and deployment by end users;
+Added: changes in the pace or direction of major deployments, whether due to macroeconomic conditions or enterprise-specific events or circumstances;
fluctuations in demand for our products or platform, including by tag OEMs and other significant partners and end users on whom we rely for a substantial portion of our revenue;
7 unchanged sentences
timing variability in product introductions, enhancements, services and technologies by us and our competitors as well as market acceptance of new or enhanced products, services and technologies;
−Removed: unanticipated excess or obsolete inventory as a result of supply-chain mismanagement, new-product introduction, quality issues or otherwise;
+Added: unanticipated excess or obsolete inventory as a result of significant demand fluctuations, supply-chain mismanagement, new-product introduction, quality issues or otherwise;
changes in the amount and timing of our operating costs, including those related to expanding our business, operations and infrastructure;
73 unchanged sentences
the trading volume of our stock;
−Removed: actual or perceived security breaches;
+Added: actual or perceived security breaches or incidents;
limited public float;
13 unchanged sentences
Anticipated future conversions of the 2021 Notes into stock could also decrease our stock price, as could short selling by holders of the 2021 Notes to hedge their positions.
−Removed: In December 2019, we issued convertible senior notes due December 15, 2026, or the 2019 Notes.
+Added: In December 2019, we issued the 2019 Notes.
When we did so we entered into privately negotiated capped-call transactions with financial counterparties to mitigate the dilutive impact on the Company above a given stock price.
4 unchanged sentences
Our principal stockholders and management own a significant percentage of our stock and are able to exercise significant influence over matters subject to stockholder approval.
−Removed: As of March 31, 2023, our executive officers, directors and principal stockholders, together with their respective affiliates, beneficially owned approximately 38.3% of our stock.
+Added: As of June 30, 2023, our executive officers, directors and principal stockholders, together with their respective affiliates, beneficially owned approximately 51.1% of our stock.
As a result, our executive officers, directors and principal stockholders may be able to significantly influence, in their capacity as stockholders, matters requiring approval by our stockholders, including electing directors and approving mergers, acquisitions or other transactions.
18 unchanged sentences
Anti-takeover provisions in our charter documents and under Delaware or Washington law could prevent, delay or impede an acquisition of us and constrain our stock price.
−Removed: Provisions of our certificate of incorporation and our bylaws may delay or discourage transactions involving an actual or potential change in our control or change in our management, including transactions in which stockholders might otherwise receive a
−Removed: premium for their shares, or transactions that our stockholders might otherwise deem to be in their best interests.
+Added: Provisions of our certificate of incorporation and our bylaws may delay or discourage transactions involving an actual or potential change in our control or change in our management, including transactions in which stockholders might otherwise receive a premium for their shares, or transactions that our stockholders might otherwise deem to be in their best interests.
These provisions could therefore adversely affect our stock price.
29 unchanged sentences
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.