0001193125-12-237264.txt : 20120517 0001193125-12-237264.hdr.sgml : 20120517 20120517060543 ACCESSION NUMBER: 0001193125-12-237264 CONFORMED SUBMISSION TYPE: 10-K PUBLIC DOCUMENT COUNT: 25 CONFORMED PERIOD OF REPORT: 20120331 FILED AS OF DATE: 20120517 DATE AS OF CHANGE: 20120517 FILER: COMPANY DATA: COMPANY CONFORMED NAME: APPLIED MICRO CIRCUITS CORP CENTRAL INDEX KEY: 0000711065 STANDARD INDUSTRIAL CLASSIFICATION: SEMICONDUCTORS & RELATED DEVICES [3674] IRS NUMBER: 942586591 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 10-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-23193 FILM NUMBER: 12850264 BUSINESS ADDRESS: STREET 1: 215 MOFFETT PARK DRIVE CITY: SUNNYVALE STATE: CA ZIP: 94089 BUSINESS PHONE: 4085428694 MAIL ADDRESS: STREET 1: 215 MOFFETT PARK DRIVE CITY: SUNNYVALE STATE: CA ZIP: 94089 10-K 1 d238010d10k.htm FORM 10-K Form 10-K
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

Form 10-K

 

 

(Mark One)

 

þ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended March 31, 2012

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: 000-23193

 

 

APPLIED MICRO CIRCUITS CORPORATION

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   94-2586591

(State or other jurisdiction of

incorporation or organization)

 

(I.R.S. Employer

Identification No.)

215 Moffett Park Drive, Sunnyvale, CA   94089
(Address of principal executive offices)   (zip code)

Registrant’s telephone number, including area code:

(408) 542-8600

 

 

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

 

Title of Each Class

 

Name of Exchange on Which Registered

Common Stock, $0.01 par value   The Nasdaq Global Select Market

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

None

 

 

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

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

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  þ    No  ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes  þ    No  ¨

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. þ

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

 

Large accelerated filer   ¨    Accelerated filer   þ
Non-accelerated filer   ¨    (Do not check if a smaller reporting company)    Smaller reporting company   ¨

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

The aggregate market value of the voting common stock held by non-affiliates of the registrant, based upon the closing sale price of the registrant’s common stock on September 30, 2011 (the last day of the registrant’s second quarter of fiscal 2012) as reported on the Nasdaq Global Select Market, was approximately $275,724,000. Shares of common stock held by each officer and director and by each person who then owned 10% or more of the outstanding common stock have been excluded in that such persons may be deemed to be affiliates. This determination of affiliate status is not necessarily a conclusive determination for other purposes. The registrant has no non-voting common stock.

There were 62,084,504 shares of the registrant’s common stock issued and outstanding as of April 30, 2012.

Documents Incorporated by Reference

The following document is incorporated by reference in Part III (Items 10, 11, 12, 13 and 14) of this Annual Report on Form 10-K: portions of registrant’s definitive proxy statement for its annual meeting of stockholders to be held on August 14, 2012 which will be filed with the Securities and Exchange Commission within 120 days of March 31, 2012.

 

 

 


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APPLIED MICRO CIRCUITS CORPORATION

ANNUAL REPORT ON FORM 10-K

FOR THE FISCAL YEAR ENDED

MARCH 31, 2012

TABLE OF CONTENTS

 

     Page  
PART I   

Item 1.

 

Business

     1   

Item 1A.

 

Risk Factors

     13   

Item 1B.

 

Unresolved Staff Comments

     38   

Item 2.

 

Properties

     38   

Item 3.

 

Legal Proceedings

     38   

Item 4.

 

(Removed and Reserved)

     38   
PART II   

Item 5.

 

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

     39   

Item 6.

 

Selected Financial Data

     41   

Item 7.

 

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

     42   

Item 7A.

 

Quantitative and Qualitative Disclosure About Market Risk

     61   

Item 8.

 

Financial Statements and Supplementary Data

     62   

Item 9.

 

Changes in and Disagreements With Accountants on Accounting and Financial Disclosure

     62   

Item 9A.

 

Controls and Procedures

     62   

Item 9B.

 

Other Information

     63   
PART III   

Item 10.

 

Directors, Executive Officers and Corporate Governance

     63   

Item 11.

 

Executive Compensation

     64   

Item 12.

 

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

     64   

Item 13.

 

Certain Relationships and Related Transactions and Director Independence

     64   

Item 14.

 

Principal Accountant Fees and Services

     64   
PART IV   

Item 15.

 

Exhibits and Financial Statement Schedules

     64   

Signatures

     68   

Financial Statements

     F-1   

 

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CAUTIONARY STATEMENT ABOUT FORWARD-LOOKING STATEMENTS

All statements included or incorporated by reference in this report, other than statements or characterizations of historical fact, are forward-looking statements. These forward-looking statements are made as of the date of this Annual Report on Form 10-K for the fiscal year ended March 31, 2012 (this “Annual Report”). Any statement that refers to an expectation, projection or other characterization of future events or circumstances, including the underlying assumptions, is a forward-looking statement. We use certain words and their derivatives such as “anticipate”, “believe”, “plan”, “expect”, “estimate”, “predict”, “intend”, “may”, “will”, “should”, “could”, “future”, “potential”, and similar expressions in many of the forward-looking statements. The forward-looking statements are based on our current expectations, estimates and projections about our industry, management’s beliefs, and other assumptions made by us. These statements and the expectations, estimates, projections, beliefs and other assumptions on which they are based are subject to many risks and uncertainties and are inherently subject to change. We describe many of the risks and uncertainties that we face in Part 1. Item 1A, Risk Factors and elsewhere in this Annual Report. Our actual results and actual events could differ materially from those anticipated in any forward-looking statement. Readers should not place undue reliance on any forward-looking statement.

In this Annual Report, “Applied Micro Circuits Corporation”, “AMCC”, “APM”, “AppliedMicro”, the “Company”, “we”, “us” and “our” refer to Applied Micro Circuits Corporation and all of our consolidated subsidiaries.

PART I

 

Item 1. Business.

Applied Micro Circuits Corporation was incorporated and commenced operations in California in 1979. AppliedMicro was reincorporated in Delaware in 1987. Our principal executive offices are located at 215 Moffett Park Drive, Sunnyvale, California 94089 and our phone number is 408-542-8600. Our common stock trades on the Nasdaq Global Select Market under the symbol “AMCC”.

Overview

AppliedMicro provides semiconductor solutions for the data center, enterprise, telecom and consumer/small medium business (“SMB”) markets. We design, develop, market and support high-performance low power integrated circuits (“ICs”), which are essential for the processing, transporting and storing of information worldwide. In the telecom and enterprise markets, we utilize a combination of design expertise coupled with system-level knowledge and multiple technologies to offer IC products for wireline and wireless communications equipment such as wireless access points, wireless base stations, multi-function printers, enterprise and edge switches, blade servers, storage systems, gateways, core switches, routers, metro, long-haul, and ultra-long-haul transport platforms. In the consumer/SMB markets, we combine optimized software and system-level expertise with highly integrated semiconductors to deliver comprehensive reference designs and stand-alone semiconductor solutions for wireline and wireless communications equipment such as wireless access points, network attached storage, and residential and smart energy gateways. Our corporate headquarters are located in Sunnyvale, California. Sales and engineering offices are located throughout the world.

Available Information

We maintain a web site to which we regularly post copies of our press releases as well as additional information about us. Our filings with the Securities and Exchange Commission (“SEC”), including our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and any amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) are available free of charge through the Investor Relations section of our web site

 

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at www.apm.com and are accessible as soon as reasonably practicable after being electronically filed with or furnished to the SEC. Interested persons can subscribe on our web site to email alerts that are sent automatically when we issue press releases, file our reports with the SEC or post certain other information to our web site. Information accessible through our web site does not constitute a part of this Annual Report.

Copies of this Annual Report are also available free of charge, upon request to our Investor Relations Department, 215 Moffett Park Drive, Sunnyvale, California 94089. In addition, our Board Guidelines, Code of Business Conduct and Ethics, other corporate policies and written charters for the various committees of our Board of Directors are accessible through the Corporate Governance tab in the Investor Relations section of our web site and are available in print free of charge to any shareholder who requests a copy.

You may read and copy materials that we file with the SEC at the SEC’s Public Reference Room at 100 F Street, NE, Washington DC 20549. Information on the operation of the Public Reference Room is available by calling the SEC at 1-800-SEC-0330. The SEC maintains a web site that contains reports, proxy statements and other information we file with the SEC. The address of the SEC’s web site is www.sec.gov.

Industry Background

The Communications Industry

Communications technology has evolved considerably over the last decade due to substantial growth in internet bandwidth. Consumers are now requiring ubiquitous access to content via a proliferation of smart wireless devices as well as high definition streaming services to their display devices in the home. As a result, the Wireline and the Wireless networks, along with the data centers that serve and store the content are experiencing a profound change to support the services, video acquisition and video generation habits of the general public.

In Wireline, the access, metro and core networks are shifting dramatically towards serving packet-based services which are fundamentally less expensive than the transitional synchronous optical network (“SONET”) and the synchronous data hierarchy (“SDH”) networks, but provide the same level of quality and guarantee of content delivery. Optical transport networks or Optical Transport Network (“OTN”) has emerged as the Layer One (L1) protocol to replace SONET/SDH in the metro and core. Combined with Wavelength-Division Multiplexing (“WDM”) and Dense Wavelength-Division Multiplexing (“DWDM”) technologies, the Service providers are now able to support the vast increases in bandwidth requirements at a much lower cost per bit and much easier configurability.

Wireless networks are also moving to 3/4G infrastructure in order to support the myriad of high speed wireless devices from smartphones to tablets. Further, backhauling all the data traffic from the base stations is requiring higher bandwidth packet-based Wireline connectivity for supporting Ethernet and Internet Protocol backhaul.

Finally, the data centers that are involved in processing, serving and storing the content are also transitioning to keep pace with end-user requirements. The concept of Cloud computing, or utilizing processing and storage capabilities in the Internet data centers, is just beginning to get traction with small scale developers, enterprises as well as the general public. And as these services are increasingly utilized across the board, data center equipment is now deployed with virtualization capabilities, which allow more efficient use of servers and storage equipment. To support virtualization, servers and switches are now rapidly adopting higher port densities with bandwidth per port moving to 10Gbps and beyond.

As the pace of these transitions increases, original equipment manufacturers (“OEM”s) are partnering with merchant silicon solution providers to help address larger complexity, lower power and cost, and higher performance devices. These trends have created a significant opportunity for IC suppliers that can design cost-effective solutions for the processing and transport of data.

 

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AppliedMicro Strategy

AppliedMicro is a global leader in providing energy efficient sustainable solutions to process and transport information for current and next generation networks. Being a leader in mixed-signal design, high speed signal processing, internet protocol and Ethernet packet processing and embedded processors gives AppliedMicro the foundation to compete and excel in the next several generations of solutions. Our differentiated internet protocol and patented innovations provide high value, low power solutions in telecom (wireline and wireless), enterprise and consumer applications. Our products enable the development of converged internet protocol-based networks offering high-speed secure data, high-definition video and high-quality voice for service provider (metropolitan, access, home), data center, and enterprise applications. Late last year we announced the “X-Gene™” family of multi-core processors based on a 64-bit ARM v8 core which was designed in-house and can scale to 128 cores operating at up to 3.0 GHz. This family will significantly enhance our market opportunity by enabling us to target web servers as well as higher end control and data plane applications that were previously not relevant to us.

Overall, as part of the evolution of our growth and execution strategy, and to remain competitive, we expect to continue to transition our products to silicon fabrication processes that utilize increasingly smaller feature geometries and to increasingly integrate more functions into our silicon solutions. To accomplish this, we will need to utilize very complex deep submicron technologies. This continuing transition to increased integration of additional functions combined with smaller geometry process technologies may result in reduced manufacturing yields, delays in product deliveries and increased expenses which may adversely impact our business, financial condition and operating results. For more information see our risk factor titled “We may experience difficulties in transitioning to smaller geometry computing technologies or in achieving higher levels of design integration and, as a result may experience reduced manufacturing yields, delays in product deliveries and increased expenses” in Part I, Item 1A, Risk Factors, below.

We have focused our product development efforts on high growth opportunities for Computing and Connectivity (formerly referred to as “Process” and “Transport”, respectively) information. Our strategy for each of these areas is as follows:

Computing

We are continuing to develop products based on the Power Architecture. This standard computing architecture, developed by IBM, is the leading architecture within the communications market for high-performance embedded systems. Many of our customers’ products require embedded computing solutions for managing control plane and data plane functionality. Our products combine the embedded central processing unit (“CPU”) core with peripheral functionality to create optimum solutions for applications such as wireless access points, residential gateways, wireless base-stations, storage controllers, network attached storage, network switches and routing products. We also have substantial expertise in special purpose network processing architectures for control plane computing. Products based on these architectures are broadly deployed and continue to be designed into major telecommunications, consumer, and networking equipment. We are developing integrated products that leverage the general purpose embedded computing capabilities of the Power Architecture in combination with technologies derived from our portfolio of traffic management and packet computing products to create solutions that are ideally suited for converged IP-based networks. Additionally, due to the general-purpose nature of our processors, many of our computing products find their way into auxiliary markets such as multi-function printers, storage devices, video surveillance and other consumer electronic devices.

In connection with our product development plans, we secured an architecture license with ARM Limited, a leading semiconductor IP supplier (“ARM”), to a new 64-bit version of ARM’s core specification (ARM v8) which we believe will allow us to introduce new products into high growth markets in which a combination of low power and high computational capabilities are of importance. We believe that this brand new family of Company products, called “X-Gene™”, will represent the world’s first 64-bit ARM v8 architecture compliant processors for next-generation cloud computing, wireless infrastructure, enterprise networking, and storage and security applications. We plan to use the 64-bit ARM core in our third-generation of processor products to

 

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redefine the server architecture in a more energy efficient, cost-effective way to make cloud computing systems more sustainable. The “X-Gene” architecture combines AppliedMicro’s revolutionary 64-bit ARM v8 CPU with substantial portions of our high speed connectivity portfolio and interconnect technologies. This level of System-on-a-Chip (“SoC”) integration, unprecedented in cloud server systems designs, reduces the chip count while eliminating the power-hungry interfaces required in multi-chip implementations. The common technology leveraged into this 64-bit ARM architecture will be our proprietary SoC subsystem, already inherent in the Company’s second generation PACKETpro™ processor architecture – customers invested in our PACKETpro hardware will be future-proofing a migration path to X-Gene with our proprietary offload engines, hardware accelerators and intelligent SoC management, all delivering unprecedented capabilities in power management, security, packet processing, system isolation and resource protection. By leveraging our networking and computing heritage and making a quantum leap in performance-power density, X-Gene will enable AppliedMicro to set a new bar for next generation cloud computing with unparalleled single-thread performance, full CPU and I/O virtualization, and SoC-enabled glueless multi-computing.

Connectivity

Our connectivity technology products’ historical focus has been on the SONET/SDH optical telecommunications infrastructure where we are a leading vendor. Currently, our connectivity products sell into both the telecom/service provider and datacom/data center markets. In the service provider end market, emerging metro Ethernet and residential triple play applications such as internet protocol television (“IPTV”) and OTN deployments are driving substantial investments in optical infrastructure. These new deployments are increasingly based on metro or carrier class Ethernet with high performance signal processing to address the requirements of lower cost, lower power consumption and reduced equipment footprints for metro access, metro edge, metro, core and long haul networks. Our Forward Error Correction (“FEC”) and Physical layer (“PHY”) devices play a critical role in providing cost and power optimized solutions for the leading edge platforms in the Wide Area Network.

In the data center segment, the amount of data being created and consumed in the emerging cloud computing, data center and enterprise networks as they continue to deploy virtualization technologies for computing and storage is continuing unabated. To address the rapidly increasing volume of information, the data center networks are migrating from gigabit Ethernet to ten gigabit Ethernet (“10GE”) connectivity for server to server, intra-blade server and access to data center speeds. AppliedMicro’s data center 10G PHY portfolio which consists of optical, backplane and short reach copper solutions is specifically targeted to provide high speed connectivity and increased density at lower power and cost points to enable penetration of the present and future data center/enterprise server/switch platforms.

We are continuing to focus our current connectivity investments on these high growth 10G and beyond, data center markets, and on OTN-based and service provider market opportunities. We will continue to service the SONET/SDH market on a production basis with a broad portfolio of PHY, clock and data recovery (“CDR”), FEC and SONET/SDH mapper devices.

Products and Customers

We develop products for computing and for connectivity data as well as providing high speed connectivity solutions. These products are used in a wide variety of communications and other networking applications such as the infrastructure for wide area networks, carrier access networks, and enterprise networks.

Most of our products can be grouped into the functional categories listed below.

Physical Layer Products: Our mixed-signal PHY ICs transmit and receive signals in a very high-speed serial format. Our products are able to correctly receive these signals in challenging environments through the inclusion of highly efficient dispersion compensation methodologies. This low noise capability permits the transmission of signals over greater distances with fewer errors. Our PHY ICs also convert high-speed serial

 

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formats to low-speed parallel formats and vice versa. These products set a new benchmark for performance and power consumption in the industry. We announced availability of our Gearbox product in February, 2012. It features four 28 Gbps interfaces, the fastest available in CMOS in the industry. Its initial applications are for 100G optical modules that are used by our mainstream service provider customer base. With current industry products for Gearbox-type products based on more expensive and power-hungry processes, AppliedMicro’s CMOS-based Gearbox offers much lower power and better likelihood of assured supply compared to other suppliers. Our customers include virtually all of the leading OEMs for both wide area and access network equipment: Cisco, Juniper Networks, Fujitsu, Huawei, Nokia-Siemens Networks, Alcatel-Lucent, ZTE and many others.

AppliedMicro also designs and markets competitive mixed-signal datacom 10GE optical PHYs. These products, such as the QT2025 and the QT2225, are targeted at the higher volume data center switching and server markets served by system vendors such as Cisco, Force-10, Extreme Networks, Juniper Networks, Hewlett-Packard, Dell, IBM, Fujitsu and others. Our newer family of 10GBaseT (10 Gigabit Copper Ethernet) products appeal to the same customer base, enabling them to utilize existing copper cabling infrastructure, particularly in high growth data center environments.

Framer and Mapper Products: Our framing layer ICs transmit and receive signals to and from the physical layer in a parallel format and are used in high-speed optical network infrastructure equipment. For OTN applications, AppliedMicro’s framer products incorporate our industry-leading FEC Technology to dramatically improve performance. We are experiencing continuing production volume shipments for the Rubicon and Pemaquid OTN devices. Most customers in the service provider space have production life cycles of five to seven years, and we are in the middle stage of this life cycle with Rubicon and Pemaquid. We followed these products with our Yahara, which improves on the functionality of Rubicon and integrates 10G PHY. Customers have found Yahara to be a very effective upgrade to Rubicon for newer line cards. Finally, we went into production with our PQ60 family of OTN framers in fiscal year 2012. Where Rubicon and Yahara feature a single primary 10G interface, PQ60 offers six of them. Our current customers for framers and mappers include Adva, Alcatel-Lucent, Ciena, Cisco, ECI, Ericsson, NEC, Nortel, Tellabs, Fujitsu, Huawei, Juniper and ZTE.

Embedded Computing Products: We are one of the leading suppliers of embedded processors. Our embedded processors are widely deployed in a variety of critical applications in target markets such as Wireless Infrastructure, Wireless LAN (“WLAN”), Residential, Data Centers and Enterprise. In Wireless Infrastructure, our embedded processors are used in base station controllers by leading suppliers of Wideband Code Division Multiple Access (W-CDMA) and GSM equipment. In networking equipment such as edge, core and enterprise routers, our embedded processors handle overall system maintenance and management functions. In WLAN applications, our embedded processors are installed in a significant share of all Enterprise class access points shipped worldwide. Our products utilize IBM’s Power Architecture 4xx processor cores in various speed grades. These cores are integrated with various peripheral functionality to create specialized SoC product solutions. As carrier and metro networks transition to Ethernet and IP-based networks, the need for high performance general purpose embedded processing increases. Versions of our processors are also targeted at large opportunities in RAID storage processing, multi-function printers and a variety of other embedded applications. In fiscal 2011, we introduced our second generation of PACKETpro™ embedded processors. Identified with the product nomenclature of APM86xxx, this new family of processors feature our first processor built on TSMC’s standard 40nm CMOS process and an SoC that enabled us to offer value-added multi-core solutions to our customers. While PACKETpro™ is AppliedMicro’s second-generation of embedded processors, it is the first to feature offload acceleration of critical features at performance levels up to 1.5 GHz. The innovative SoC subsystem design features the Scalable Lightweight Intelligent Management processor, or SLIMpro™, to enable breakthrough flexibility in SoC power management, protected asymmetric multiprocessing (“PMP”), failover protection, resiliency and end-to-end security for a wide range of mission-critical applications in wireless and wired networking, multi-function printer, industrial, NAS, consumer and enterprise access point markets. The first product in the PACKETpro family, “Green Mamba,” is a dual core processor solution supporting Gigabit Ethernet, PCI Express, USB and integrated security processing acceleration at up to 1.5 GHz (Gigahertz) in a

 

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power envelope of less than 5W. An additional member of the PACKETpro™ family, “Keelback”, began sampling in our fourth fiscal quarter and a third processor is expected to begin sampling in the first fiscal quarter of fiscal 2013. Overall, our current embedded processor customers include Cisco, Nokia-Siemens Networks, Brocade, Hewlett-Packard, Kyocera, Western Digital, Netgear, Apple, Fujitsu, Panasonic and Ericsson.

Server Processor Products: In October 2011, AppliedMicro announced “X-Gene™,” the world’s first 64-bit ARM architecture compliant processor for next-generation cloud computing and networking applications. X-Gene multi-core processors are based on high-performance ARM v8 compliant cores operating at up to 3.0 GHz, but at a fraction of the power and significantly lower Total Cost of Ownership (“TCO”) of existing solutions. This server-on-a-chip will integrate multiple copies of AppliedMicro’s ARM v8 compliant 64-bit cores and a high-performance terabit coherent fabric with on-chip 10-Gigabit LAN, storage and WAN physical layer IP, as well as a 100-Gigabit per second inter socket communications interface to extend coherency to multi-chip configurations. This newest product family provides an optimal balance of processor performance with memory, cost and bandwidth, for an optimized TCO. This level of SoC integration, unprecedented in today’s cloud server system designs, reduces the chip count while also eliminating the power-hungry interfaces required in multi-chip implementations.

Reception to date of our X-Gene announcement has been extremely positive. Effectively, AppliedMicro is now able to offer multiple ISAs to our customers based on their needs and requirements. By being ISA agnostic, we are able to offer an expansive and scalable portfolio with either architecture (ARM or Power) predicated on our customer interests and proprietary SoC technology. With the continued investment in both our Power Architecture business and new ARM architecture, AppliedMicro now spans to be an end-to-end market play from Enterprise and SMB networking applications to high-end data center computing.

Packet Processing Products: Our packet processor ICs are programmable processors that receive and transmit signals to and from the framing layer and perform the processing of packet and cell headers. Our current customers for packet processors include Alcatel-Lucent, Cisco, Fujitsu, Nortel, Huawei and Juniper.

Cell Switching Products: Our switch fabric ICs switch information in the proper priority and to the proper destinations. Our switch fabric product portfolio includes our packet routing switch (“PRS”) fabric devices such as the PRS 80G, Q-80G and queuing managers like C48X and C192X. Our current customers for switching layer products include Alcatel-Lucent, Fujitsu, Huawei, Ericsson, Ciena and Tellabs.

Technology

We utilize our technological and design competencies to solve the problems of high-speed analog, digital and mixed-signal circuit designs, high performance processors that combine to provide many essential products for the connectivity and computing of information worldwide. We blend systems and software expertise with a high-level of silicon integration to deliver communications ICs and software for global communication networks. Our embedded computing product lines deliver performance and a rich mix of features for Internet data centers, communication networks, data storage, consumer and imaging applications.

Our systems architects, design engineers, technical marketing and applications engineers have a deep understanding of the copper and fiber optic communications systems for which we design and build application specific standard products. Using this systems expertise, we develop semiconductor connectivity devices to meet the OEMs’ high-bandwidth requirements. By understanding the systems into which our products are designed, the end application of our products among carriers and service providers and the requirements driven by their service level agreements, we believe that we are better able to anticipate and develop solutions optimized for the various cost, power and performance trade-offs faced by our customers. We believe that our systems knowledge also enables us to develop more comprehensive, interoperable solutions.

We have developed multiple generations of products that integrate both analog and digital elements on the same IC, while balancing the difficult trade-offs of speed, power and timing inherent in very dense high-speed applications. The mixing of digital and analog signals poses difficult challenges for IC designers, particularly at

 

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high frequencies. We have gained significant expertise in mixed-signal IC designs through the development of multiple product generations. We were one of the first companies to embed analog phase locked loops in bipolar chips with digital logic for high-speed data transmission and reception applications. Since the introduction of our first on-chip clock recovery and clock synthesis products in 1993, we have refined these products and have successfully integrated multiple analog functions and multiple channels on the same IC. We will continue to apply these competencies in the development of more complex products in the future.

Although we completed the sale of our 3ware storage adapter business to LSI Corporation on April 21, 2009, as discussed in “Sale of the 3ware Storage Adapter Business to LSI Corporation” in Part II, Item 7, Management’s Discussion and Analysis of Financial Conditions and Results of Operations, we remain active in the storage industry with our design and sale of embedded storage computing chips and 10 gigabit connectivity solutions with our Embedded Computing products. We intend to continue working closely with leaders in the storage, networking and computing industries to design and develop new and enhanced storage connectivity products. We believe that establishing strategic relationships with technology partners is essential to ensure that we continue to design and develop competitive products that integrate well with solutions from other leading participants in the storage markets.

Our products incorporate a combination of internally developed and licensed technologies. For certain of our embedded and server processor products, we are a licensee of ARM’s 32-bit cores and their 64-bit architecture. We also license various other technology components used in our products, as well as various engineering design and verification tools.

Research and Development

Our research and development (“R&D”) expertise and efforts are focused on the development of high-performance analog, digital and mixed-signal ICs and on the development of highly integrated embedded processing SoC ICs for the communications market. We also develop high-performance libraries and design methodologies that are optimized for each of these applications. Our primary R&D facilities are located in Sunnyvale, San Diego and Santa Clara, California, Austin, Texas and Andover, Massachusetts in the United States, Ottawa in Canada, Ho Chi Minh City in Vietnam, Pune and Bangalore in India and Copenhagen in Denmark. During the fiscal years ended March 31, 2012, 2011 and 2010, we expended $175.7 million, 108.7 million and $88.1 million, respectively, on R&D activities.

Our IC product development is focused on building high-performance, high-complexity digital and analog-intensive designs that are incorporated into well-documented blocks that can be reused for multiple products. We have made and will continue to make significant investments in advanced design tools to leverage the efforts of our engineering staff. Our product development is driven by the imperatives of reducing design cycle time, increasing first-time design correctness, adhering to disciplined, well documented design processes and continuing to be responsive to customer needs. We are also developing high-performance final assembly packages for our products in collaboration with our packaging suppliers and our customers.

Our Printed Circuit Board Assembly (“PCBA”) development efforts are focused on building advanced telecom computing architecture (“ATCA”) evaluation boards and software for our switch fabric, network processors and embedded Power Architecture processors for the communications market. Before a new product is developed, our R&D engineers work with marketing managers and customers to develop a comprehensive requirements specification. After the product is designed and commercially released, our engineers continue to work with customers on early design-in efforts to understand requirements for future generations and upgrades.

The Company and Veloce Technologies, Inc. (“Veloce”) are parties to a development agreement, dated as of May 17, 2009, as amended on November 8, 2010 and July 18, 2011 (the “Development Agreement”), pursuant to which Veloce has agreed to perform product development work for the Company on an exclusive basis for up to five years for cash and other consideration, including a warrant to purchase shares of the Company’s common stock which was scheduled to vest in quarterly increments through December 2012. A portion of the vested

 

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warrant has been committed to be distributed to the employees of Veloce and will be settled in cash instead of common stock. Therefore, the Company has recognized stock-based compensation expense in R&D expense and recorded a corresponding liability for this distribution in the Company’s consolidated financial statements. The warrant was 69% vested as of March 31, 2012.

Pursuant to the Development Agreement, the Company is paying Veloce $2.3 million per quarter for up to twelve consecutive quarters in order to assist Veloce in meeting its expenses to perform its obligations under the agreement. In July 2011, the Company agreed to pay Veloce an additional $2.0 million over four quarters to cover certain increased expenses under the Development Agreement. These additional payments started in July 2011 and will end in the quarter ending June 30, 2012, or earlier in the event the Company acquires Veloce. The Company recognizes the payments as research and development expenses when such operating costs have been incurred by Veloce. During the fiscal years ended March 31, 2012, 2011 and 2010, the Company recognized $13.1 million, $11.2 million and $6.2 million of costs incurred by Veloce as research and development expense, respectively.

As of March 31, 2012, the Company proposed to acquire Veloce in accordance with the terms and conditions of the Agreement and Plan of Merger, entered into as of May 17, 2009, as amended by Amendment No. 1 to the Agreement and Plan of Merger, entered into as of November 8, 2010, and collectively referred to as the “Original Merger Agreement”. Under the Original Merger Agreement, the Company agreed to acquire Veloce if certain performance milestones and delivery schedules set forth therein are achieved. Should the Company acquire Veloce pursuant to the Original Merger Agreement, the purchase price payable by the Company was estimated to be in the range of approximately $7 million up to approximately $135 million. The final price would be based upon the achievement and timing of multiple product development and milestones, as adjusted based upon actual technical performance results. For accounting purposes, Veloce is a variable interest entity (“VIE”) of which the Company is the primary beneficiary. Upon entering into the Development Agreement and the Original Merger Agreement, the consolidated financial statements of the Company have included all of the accounts of Veloce for all fiscal years presented.

On April 5, 2012 the Original Merger Agreement was amended (“Second Amendment”). Pursuant to the Second Amendment, the closing of the Company’s acquisition of Veloce was set to occur upon achievement of a specified FPGA product development milestone by Veloce and the satisfaction or waiver of certain closing conditions and consummation of certain other transactions contemplated by the Second Amendment, and the purchase price was modified to be in the range of $60.4 million up to approximately $135 million, based upon the achievement and timing of product development milestones and technical performance results as described above. The merger is currently expected to occur during the first quarter of fiscal 2013.

In September 2010, we completed the acquisition of TPack, a Denmark-based company which specializes in the development and sale of OTN chips that are based on FPGAs, which enables AppliedMicro to expand its presence and customer relationships in the OTN and Carrier Ethernet markets.

Manufacturing

Manufacturing of Integrated Circuits

The manufacturing of ICs requires a combination of competencies in advanced silicon technologies, package design and manufacturing and high speed test and characterization. We have obtained access to advanced complementary metal-oxide semiconductor (“CMOS”) manufacturing technology through foundry relationships. We have substantial experience in the development and use of plastic and ceramic packages for high-performance applications. The selection of the optimal package solution is a vital element of the delivery of high-performance products and involves balancing cost, size, thermal management and technical performance. We purchase our ceramic and plastic packages from several vendors including Advanced Semiconductor Engineering (“ASE”), Siliconware Precision Industries Co Ltd. (“SPIL”), IBM, Kyocera, Unimicron and NTK.

 

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Wafer Fabrication

We do not own or operate foundries for the production of silicon wafers from which our products are made. We use external foundries such as IBM, Taiwan Semiconductor Manufacturing Corporation (“TSMC”) and United Microelectronics Corporation (“UMC”) for the majority of our production of silicon wafers. Subcontracting our manufacturing requirements eliminates the high fixed cost of owning and operating a semiconductor wafer fabrication facility and enables us to focus our resources on design of ICs and applications where we believe we have greater core competencies and competitive advantages.

Assembly and Testing

Our wafer probe and other product testing are conducted at independent test subcontractors. After wafer testing is complete, the majority of our products are sent to multiple subcontractors for assembly, predominately located in Asia. Following assembly, the devices are tested at subcontractors and returned to us ready for shipment to our customers. Certain of these services are available from a limited number of sources and lead times are occasionally extended.

Sales and Marketing

Our sales and marketing strategy is to develop strong, engineering-intensive relationships with the customer design teams for the creation of market leading platforms. We maintain close working relationships with these customers so our marketing team can focus on identifying and developing new products that will meet their needs in the future, involving us in the early stages of our customers’ plans to design new equipment. We sell our products both directly and through a network of independent manufacturers’ representatives and distributors. Our direct sales force is technically trained. Expert technical support is critical to our customers’ success and we provide such support through our field applications engineers, technical marketing team and engineering staff, as well as through our extranet technical support web site.

We augment this strategic account sales approach with domestic and foreign distributors that service some of our accounts purchasing standard ICs. Typically, these distributors handle a wide variety of products, including those that compete with our products and fill orders for many customers. We use marketing programs to augment the distribution effort to reach many of our customers. Most of our sales to distributors are made under agreements allowing for price protection and stock rotation of unsold merchandise. Our sales headquarters is located in Sunnyvale, California. We maintain sales offices throughout the world. Net revenues generated from each category of our products as well as information regarding net revenue generated from each of our significant customers and a geographic breakdown of our net revenues is summarized in Part II, Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Backlog

Our sales are made primarily pursuant to standard purchase orders for the delivery of products. Quantities of our products to be delivered and delivery schedules are frequently revised to reflect changes in customers’ needs; customer orders generally can be cancelled or rescheduled without significant penalty to the customer. For these reasons, our backlog as of any particular date is not representative of actual sales for any succeeding period and therefore, we believe that backlog is not necessarily a good indicator of future revenue trends.

Competition

In the Connectivity communications IC markets, we compete primarily against companies such as Broadcom, PMC-Sierra, Cortina and Vitesse. In the embedded computing communications IC market, we compete with technology companies such as Freescale Semiconductor, Cavium and Intel. In addition, some of our customers and potential customers have internal IC designs or manufacturing capabilities with which we compete.

 

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The communications IC market is highly competitive and is subject to rapid technological change. The nature of the communications IC market is that design cycles are often measured in years. As such, an IC supplier’s timing of delivery to market is critical since once an IC supplier’s product is designed into a customer’s products, the IC supplier can often enjoy sales of the product for several years. Conversely, if a supplier misses a design cycle or develops an uncompetitive product, the supplier may never generate significant revenues from the product. We typically face competition at the design stage when our customers are selecting which components to use in their next generation device and equipment products. We believe that the principal factors of competition for the markets we serve include: product performance, quality, reliability, integration, price and time-to-market, as well as our engineering expertise, reputation and level of customer support. Our ability to successfully compete in these markets depends on our ability to design and subcontract the manufacture of new products that implement new technologies and gain end-market acceptance in a time-efficient and cost-effective manner.

Proprietary Rights

We rely in part on patents to protect our intellectual property (“IP”). We have been issued approximately 340 patents, which principally cover certain aspects of the design and architecture of our IC and enterprise storage products. In addition, we have over 161 inventions in various stages of the patenting process in the United States and abroad. There can be no assurance that any of our pending patent applications or any future applications will be approved, or that any issued patents will provide us with competitive advantages or will not be challenged by third parties or that if challenged, will be found to be valid or enforceable, or that the patents of others will not have an adverse effect on our ability to do business. There can be no assurance that others will not independently develop similar products or processes, duplicate our products or processes or design around any patents that may be issued to us.

To protect our IP, we also rely on a combination of mask work protection under the Federal Semiconductor Chip Protection Act of 1984, trademarks, copyrights, trade secret laws, employee and third-party nondisclosure agreements and licensing arrangements.

As a general matter, the semiconductor and enterprise storage industries are characterized by substantial litigation regarding patent and other IP rights. In the past we have been, and in the future may be, notified that we may be infringing on the IP rights of third parties. In some cases, the third parties have demanded that we pay significant patent license fees in order to avoid litigation asserting IP infringement; to date, we have refused to enter into any such patent license agreements. We have certain indemnification obligations to customers with respect to the infringement of third party IP rights by our products. There can be no assurance that infringement claims by third parties or claims for indemnification by customers or end users of our products resulting from infringement claims will not be asserted in the future or that such assertions, if proven to be true, will not have a materially adverse affect on our business, financial condition or operating results. In the event of any adverse ruling in any such matter, we could be required to pay substantial damages, which could include treble damages, cease the manufacture, use and sale of infringing products, discontinue the use of certain processes or obtain a license under the IP rights of the third party claiming infringement. There can be no assurance that a license would be available on reasonable terms, or at all. Any limitations on our ability to market our products, any delays and costs associated with redesigning our products or payments of license fees to third parties or any failure by us to develop or license a substitute technology on commercially reasonable terms could have a material adverse effect on our business, financial condition and operating results.

Environmental Matters

We are subject to a variety of federal, state and local governmental regulations related to the use, storage, discharge and disposal of toxic, volatile or otherwise hazardous chemicals that were used in our manufacturing process. Any failure to comply with present or future regulations could result in the imposition of fines, the suspension of production or a cessation of operations. Such regulations could require us to acquire costly equipment or incur other significant expenses to comply with environmental regulations or clean up prior

 

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discharges. Since 1993, we have been named as a potentially responsible party (“PRP”) along with a large number of other companies that used Omega Chemical Corporation in Whittier, California to handle and dispose of certain hazardous waste material. We are a member of a large group of PRPs that has agreed to fund certain remediation efforts at the Omega Chemical Corporation site and the surrounding groundwater acquifers, which efforts are ongoing. For more information see our risk factor titled “We could incur substantial fines or litigation costs associated with our storage, use and disposal of hazardous materials” in Part I, Item 1A, Risk Factors, below and refer to footnote 11 “Legal Proceedings” to the financial statements.

Employees

As of March 31, 2012, the Company and our VIE, Veloce, on a consolidated basis had 728 full-time employees: 80 in administration, 535 in research and development, 24 in operations and 89 in marketing and sales. Our ability, as the economy recovers, to attract and retain qualified personnel is essential to our continued success. None of our or Veloce’s employees are covered by a collective bargaining agreement, nor have we ever experienced any work stoppage.

Executive Officers of the Registrant

Our current executive officers and their ages as of March 31, 2012 are as follows:

 

Name

   Age   

Position(s)

Paramesh Gopi

   43    President and Chief Executive Officer, Member of the Board of Directors

Robert G. Gargus

   60    Senior Vice President and Chief Financial Officer

L. William Caraccio

   53    Vice President, General Counsel and Secretary

Shiva K. Natarajan

   46    Vice President, Corporate Controller and Chief Accounting Officer

Hector Berardi

   47    Vice President, Operations

Michael Major

   55    Vice President, Human Resources

Dr. Paramesh Gopi joined us as Senior Vice President and Chief Operating Officer in June 2008 and was promoted to President and Chief Executive Officer in May 2009. On April 29, 2009, Dr. Gopi became a member of our Board of Directors. From September 2002 to June 2008, he was with Marvell Semiconductor, a provider of mixed-signal and digital signal processing integrated circuits to broadband digital data networking markets, where he most recently served as Vice President and General Manager of the Embedded and Emerging Business Unit. At Marvell, Dr. Gopi held several executive-level positions including Chief Technology Officer of Embedded and Emerging Business Unit and Director of Technology Strategy. From June 2001 to August 2002, Dr. Gopi was Executive Director of Strategic Marketing and Applications at Conexant Systems, Inc., a mixed-signal processing company. He joined Conexant Systems, Inc. as part of its acquisition of Entridia Corporation in 2001. Dr. Gopi founded Entridia, a provider of Network Processing ASICs for Optical Networks, in 1999. Prior to Entridia, Dr. Gopi held principal engineering positions at Western Digital and Texas Instruments where he was responsible for the development of key mixed signal networking products. Dr. Gopi holds a PhD in Electrical and Computing Engineering and a Masters and Bachelor of Science degree in Electrical Engineering from the University of California, Irvine.

Robert G. Gargus joined us in October 2005 as Senior Vice President and Chief Financial Officer. From May 2005 to October 2005, he was Chief Financial Officer of Open-Silicon, a privately held fabless ASIC company. From October 2001 to April 2005, he was Chief Financial Officer of Silicon Image, a public semiconductor company specializing in high-speed serial communications technology, where the Company experienced significant growth, a return to solid profitability, and a ten-fold improvement in their market cap. Mr. Gargus served as President and Chief Executive Officer of Telcom Semiconductor, a supplier of semiconductor products for the wireless market, from April 2000 to April 2001 and as Chief Financial Officer from May 1998 to April 2000. Under his leadership, Telcom Semiconductor was selected by Forbes Magazine in October 2000 as one of the “200 Best Small Companies.” Prior to Telcom Semiconductor, Mr. Gargus held

 

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various financial and general management positions with Tandem Computers, Atalla Corporation, and Unisys Corporation. Mr. Gargus holds a Master of Business Administration degree in Finance and a Bachelor of Science degree in Accounting from the University of Detroit.

L. William Caraccio joined us in June 2010 as Vice President, General Counsel and Secretary. In December 2002, he was a co-founder of RMI Corporation (formerly Raza Microelectronics, Inc.), a privately held fabless semiconductor company where he was most recently Senior Vice President, General Counsel and Secretary, and, following RMI Corporation’s acquisition by Netlogic Microsystems, Inc. in October 2009, he served a transition role at Netlogic as Senior Counsel until January 2010. From March 2000 to January 2003, he was Vice President, General Counsel and Secretary of Foundry Holdings, Inc., a privately held investment firm and incubator of high technology companies. From June 1992 to March 2000, he was at Pillsbury Madison & Sutro LLP (now Pillsbury Winthrop LLP), an international law firm where he was most recently a Partner and co-chair of the firm’s Corporate Securities and Technologies Group. Mr. Caraccio earned his Juris Doctor degree from the University of California, Berkeley and holds a Bachelor of Arts degree from the University of California, Irvine.

Shiva K. Natarajan joined us in December 2006 as Senior Director of Accounting and was promoted to Vice President, Corporate Controller and Chief Accounting Officer in January 2008. From September 2005 to December 2006, he was Corporate Controller of Open-Silicon, a privately held fabless ASIC company. From May 2003 to August 2005, he was Director of Accounting of Silicon Image, a public semiconductor company specializing in high-speed serial communications technology. From October 1997 to April 2003, he was with Ernst & Young LLP, a public accounting firm, where he was most recently a Senior Manager of Assurance and Advisory Business Services. Mr. Natarajan is a Certified Public Accountant.

Hector Berardi joined us as Vice President of Operations in July 2008. From August 2002 to July 2008, he was with PLX Technology, Inc., a semiconductor device company, as Vice President of Operations. From April 1999 to July 2002, Mr. Berardi was with Ubicom, Inc., a developer of wireless network processors and software platforms, as Vice President of Operations. From June 1998 to April 1999, he was with STMicroelectronics, a semiconductor company, as a Design and Program Manager for the advanced RISC core development group. From July 1987 to May 1998, he was with National Semiconductor Corporation, a semiconductor company, where he was most recently Senior Product Engineering Manager for microcontroller technologies. Mr. Berardi holds a Masters in Business Administration and Bachelors of Science in Electrical Engineering from Santa Clara University.

Michael Major joined us in February 2006 as Senior Director of Human Resources. Mr. Major was promoted to Vice President of Human Resources in April 2008. Mr. Major has 30 years of experience with Human Resources and related activities. Prior to joining us, Mr. Major was Senior Director of Human Resources at Silicon Image, a public semiconductor company specializing in high-speed serial communications technology, from September 2002 to January 2006. Prior to Silicon Image, Mr. Major served as Vice President of Human Resources for MedChannel, a technology startup. Before his role at MedChannel, Mr. Major was Director of HR Operations at Netscape Communications. In addition to his experience within Human Resources, Mr. Major spent almost 20 years consulting with companies in the areas of employee benefits and compensation. Mr. Major is a graduate of the University of Michigan’s Advanced Human Resources Executive Program and holds a Bachelor of Arts Degree from Stanford University.

 

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Item 1A. Risk Factors.

RISK FACTORS

Before deciding to invest in us or to maintain or increase your investment, you should carefully consider the risks described below, in addition to the other information contained in this Annual Report and in our other filings with the SEC. We update our descriptions of the risks and uncertainties facing us in our periodic reports filed with the SEC. The risks and uncertainties described below and in our other filings are not the only ones facing us. Additional risks and uncertainties not presently known to us or that we currently deem immaterial may also affect our business. If any of these known or unknown risks or uncertainties actually occurs, our business, financial condition and results of operations could be seriously harmed. In that event, the market price for our common stock could decline and you may lose your investment.

If we are unable to timely develop new products or new generations and versions of our existing products to replace our current products, our operating results and competitive position will be materially harmed.

Our industry is characterized by intense competition, rapidly evolving technology and continually changing customer requirements. These factors could render our existing products obsolete. Accordingly, our ability to compete in the future will depend in large part on our ability to identify and develop new products or new generations and versions of our existing products that achieve market acceptance on a timely and cost-effective basis, and to respond to changing requirements. If we are unable to do so, our business, operating results and financial condition will be negatively affected.

The successful development and market acceptance of our products depend on a number of factors, including, but not limited to:

 

   

our accurate prediction of changing customer requirements;

 

   

timely development of new designs;

 

   

timely qualification and certification of our products for use in electronic systems;

 

   

continued availability on commercially reasonable terms of the technology components and tools licensed from third parties;

 

   

commercial acceptance and production of the electronic systems into which our products are incorporated;

 

   

availability, quality, price, performance, and size of our products relative to competing products and technologies;

 

   

our customer service and support capabilities and responsiveness;

 

   

successful development of relationships with existing and potential new customers;

 

   

successful development of relationships with key developers of advanced digital semiconductors;

 

   

changes in technology and industry standards; and

 

   

rapidly changing consumer preferences.

We have in recent years devoted substantial engineering and financial resources to designing, developing and rolling out new products and technologies, including without limitation our product development arrangement with Veloce, discussed in more detail below, and the recent introduction of several new products in our Connectivity and Computing business units. However, there can be no assurance that Veloce’s product development efforts will be successful (see additional risk factor below) or that the other products and technologies we have recently developed and which we are currently developing will achieve market acceptance. If these products and technologies fail to achieve market acceptance, or if we are unable to continue developing

 

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new products and technologies that achieve market acceptance, our business, financial condition and operating results will be materially and adversely affected. In addition, for our X-GeneTM and other server processor products, we are a licensee of the ARM v8 64-bit architecture, and will depend upon the continuing timely completion and delivery by ARM of various updates and other deliverables under the license agreement. Any failure or material delay by ARM in completing its deliverables to us under the license could adversely affect our product development arrangement with Veloce and other planned server processor products that utilize the ARM 64-bit architecture.

Our agreements with and significant investment in Veloce may not result in the successful development of new technologies or products. 

As part of our product development efforts, in November 2010 we amended our development agreement with Veloce pursuant to which Veloce agreed to perform certain ARM v8 compliant processor development work for us on an exclusive basis. As compensation for such development work, Veloce is receiving cash and other consideration, including a warrant to purchase shares of our common stock, which will vest quarterly through December 2012. We also provided Veloce a $1.5 million loan which is being forgiven in equal installments over eight quarters starting on March 31, 2011. Pursuant to the development agreement, as amended, we are paying Veloce $2.3 million per quarter for up to twelve consecutive quarters in order to assist Veloce in meeting its expenses to perform its obligations under the agreement. In July 2011, we agreed to pay Veloce an additional $2.0 million over the next four quarters to cover certain increased expenses under the agreement. These additional payments started in July 2011 and will end in the quarter ending June 30, 2012. These amounts have increased in the past and may change again in the future. We also paid, and will likely do so again, certain product development and manufacturing expenses incurred by Veloce.

Under a merger agreement we entered into with Veloce in May 2009, as amended in November 2010 and April 2012, we agreed to acquire Veloce if certain performance milestones and delivery schedules set forth under the merger agreement are achieved. As amended, the merger agreement provides for us to complete our acquisition of Veloce upon its achievement of a specified FPGA product development milestone and the satisfaction or waiver of certain closing conditions. It is currently anticipated that the FPGA milestone and other closing conditions will be satisfied, and that our acquisition of Veloce will be completed, in June 2012. Should we acquire Veloce pursuant to the merger agreement, as currently amended, the purchase price is estimated to be in the range of $60.4 million up to approximately $135 million, depending upon the achievement and timing of multiple product development milestones and technical performance results. At this time the eventual outcome is not determinable and as such we are unable to provide a narrower range for the estimated total merger consideration. We will update the range in the future when additional relevant information is available.

Even if we successfully complete the acquisition of Veloce as described above, we may fail to appropriately integrate the operations of Veloce into the Company. Although we have spent considerable time and resources in the developmental effort, eventually Veloce may be unsuccessful in developing the products that are described in the development and merger agreements, in which case our investment in Veloce would not bear any significant value to our business and financial results and condition.

We face intense competition and price pressure.

The semiconductor industry is intensely competitive. We expect competition to continue to increase as our industry and our competitors evolves and develop.

Many of our competitors have longer operating histories and presences in key markets, greater name recognition, larger customer bases, and significantly greater financial, sales and marketing, manufacturing, distribution, technical and other resources than we do, and in some cases operate their own fabrication facilities. These competitors may be able to adapt more quickly to new or emerging technologies and changes in customer requirements. They may also be able to devote greater resources to the promotion and sale of their products. We also face competition from newly established competitors, suppliers of products, and customers who choose to develop their own semiconductor solutions.

 

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Existing or new competitors may 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 also has resulted in and is likely to continue to result in increased expenditures on research and development, declining average selling prices, reduced gross margins and loss of market share in certain markets. These factors in turn create increased pressure to consolidate. We cannot assure you that we will be able to continue to compete successfully against current or new competitors. If we do not compete successfully, we may lose market share in our existing markets and our revenues may fail to increase or may decline.

We and our customers face intense price pressure from competition from companies in lower cost countries like China. In response to these price pressures, our customers could require us to reduce prices which could impact our financial results adversely. These price pressures could cause our customers and us to not be competitive and lose significant revenues. Furthermore, our discrete legacy products are being and could continue to be integrated into ASICs that could cause our revenues from such products to decline at a faster rate.

Our dependence on third-party manufacturing and supply relationships increases the risk that we will not have an adequate supply of products to meet demand or that our cost of materials will be higher than expected.

We depend upon third parties to manufacture, assemble, package or test certain of our products. As a result, we are subject to risks associated with these third parties, including:

 

   

reduced control over delivery schedules and quality;

 

   

inadequate manufacturing yields and excessive costs;

 

   

ability to attract and retain key personnel and to maintain knowledge base;

 

   

difficulties selecting and integrating new subcontractors;

 

   

potential lack of adequate capacity at the foundry during periods of excess demand, resulting in significant increases in lead-time requirements and production delays;

 

   

increased risk of excess and obsolete inventory charges due to the higher level of inventories in response to the increased lead-times;

 

   

limited warranties on products supplied to us;

 

   

potential increases in prices;

 

   

potential instability and business disruption in countries where third-party manufacturers are located; and

 

   

potential misappropriation of our intellectual property.

Our outside foundries generally manufacture our products on a purchase order basis, and we have few long-term supply arrangements with these suppliers. We have less control over delivery schedules, manufacturing yields and costs than competitors with their own fabrication facilities. A manufacturing disruption or capacity constraint experienced by one or more of our outside foundries or a disruption of our relationship with an outside foundry, including discontinuance of our products by that foundry, would negatively impact the production of certain of our products for a substantial period of time.

As our third-party manufacturing suppliers extend their lead time requirements, we will likely need to also extend our lead time requirements to our customers. This could cause our customers to lower their competitive assessment of us as a supplier and, as a result, we may not be considered for future design awards.

Our IC products are generally only qualified for production at a single foundry. These suppliers can allocate, and in the past have allocated, capacity to the production of other companies’ products while reducing deliveries to us on short notice. There is also the potential that they may discontinue manufacturing our products or go out

 

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of business. Because establishing relationships, designing or redesigning ICs, and ramping production with new outside foundries may take over a year, there is no readily available alternative source of supply for these products.

Difficulties associated with adapting our technology and product design to the proprietary process technology and design rules of outside foundries can lead to reduced yields of our IC products. The process technology of an outside foundry is typically proprietary to the manufacturer. Since low yields may result from either design or process technology failures, yield problems may not be effectively determined or resolved until an actual product exists that can be analyzed and tested to identify process sensitivities relating to the design rules that are used. As a result, yield problems may not be identified until well into the production process, and resolution of yield problems may require cooperation between us and our manufacturer. This risk could be compounded by the offshore location of certain of our manufacturers, increasing the effort and time required to identify, communicate and resolve manufacturing yield problems. Manufacturing defects that we do not discover during the manufacturing or testing process may lead to costly product recalls. These risks may lead to increased costs or delayed product delivery, which would harm our profitability and customer relationships.

If the foundries or subcontractors we use to manufacture our products discontinue the manufacturing processes needed to meet our demands, or fail to upgrade their technologies needed to manufacture our products, we may be unable to deliver products to our customers, which could materially adversely affect our operating results and harm our reputation. The transition to the next generation of manufacturing technologies at one or more of our outside foundries could be unsuccessful or delayed.

Our requirements typically represent a very small portion of the total production of the third-party foundries. As a result, we are subject to the risk that a producer will cease production of an older or lower-volume process that it uses to produce our parts. We cannot assure you that our external foundries will continue to devote resources to the production of parts for our products or continue to advance the process design technologies on which the manufacturing of our products are based. Each of these events could increase our costs, lower our gross margin, cause us to hold more inventories or materially impact our ability to deliver our products on time. As our volumes decrease with any third-party foundry, the likelihood of unfavorable pricing increases.

Some companies that supply our customers are similarly dependent on a limited number of suppliers to produce their products. These other companies’ products may be designed into the same networking equipment into which our products are designed. Our order levels could be reduced materially if these companies are unable to access sufficient production capacity to produce in volumes demanded by our customers because our customers may be forced to slow down or halt production on the equipment into which our products are designed.

Natural disasters in certain regions, such as Japan and Thailand, could adversely affect our manufacturing and supply chain which, in turn, could have a material adverse effect on our business, our results of operations and our financial condition.

The occurrence of natural disasters in certain regions, such as the earthquake and tsunami in Japan and flooding in Thailand, could negatively impact our manufacturing and supply chain, our ability to deliver products, on a timely basis or at all, to our customers, the cost of our products, and the demand for our products. The occurrence of natural disasters could also cause delays in our customers’ supply chains, causing them to delay their requirements for our products until they resolve shortages from their other suppliers. Any such occurrences of natural disasters could have a material adverse effect on our business, our results of operations and our financial condition.

 

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We may experience difficulties in transitioning to smaller geometry computing technologies or in achieving higher levels of design integration and, as a result, may experience reduced manufacturing yields, delays in product deliveries and increased expenses.

As smaller line width geometry processes become more prevalent, we expect to integrate greater levels of functionality into our IC products and to transition our IC products to increasingly smaller geometries. This transition will require us to redesign certain products and will require us and our foundries to migrate to new manufacturing processes for our products.

We may not be able to achieve higher levels of design integration or deliver new integrated products on a timely basis. We periodically evaluate the benefits, on a product-by-product basis, of migrating to smaller geometry process technologies to reduce our costs and increase performance, and we have designed IC products to be manufactured at as little as .04 micron geometry processes. We have experienced some difficulties in shifting to smaller geometry process technologies and new manufacturing processes. These difficulties resulted in reduced manufacturing yields, delays in product deliveries and increased expenses. The transition to smaller geometries is inherently more expensive and as we manufacture more products using smaller geometries, the incremental costs could have an adverse impact on our earnings. We may face similar difficulties, delays and expenses as we continue to transition our IC products to smaller geometry processes. We are dependent on our relationships with our foundries to transition to smaller geometry processes successfully. We cannot assure you that our foundries will be able to effectively manage the transition or that we will be able to maintain our relationships with our foundries. If we or our foundries experience significant delays in this transition or fail to implement this transition, our business, financial condition and results of operations could be materially and adversely affected.

The gross margins for our products could decrease rapidly or not increase as forecasted, which will negatively impact our business, financial conditions and results of operations.

The gross margins for our solutions have historically declined over time. Factors that we expect to cause downward pressure on the gross margins for our products include competitive pricing pressures, the cost sensitivity of our customers, particularly in the higher-volume markets, new product introductions by us or our competitors, the overall mix of our products sold during a particular quarter, and other factors. From time to time, for strategic reasons, we may accept orders at less than optimal gross margins in order to facilitate the introduction of new products or the market penetration of existing products. To maintain acceptable operating results, we will need to offset any reduction in gross margins of our products by reducing costs, increasing sales volume, developing and introducing new products and developing new generations and versions of existing products on a timely basis. If the gross margins for our products decline or not increase as anticipated and we are unable to offset those reductions, our business, financial condition and results of operations will be materially and adversely affected.

The current economic circumstances and uncertain political conditions could harm our revenues, operating results and financial condition.

The economies of the United States and other developed or developing countries appear to be slowly emerging from an economic downturn. We cannot predict whether this economic recovery will continue or reverse course.

The recent downturn has caused a decline in our near term revenues and it will take some time for our near-term revenues to return to their previous levels. Our current operating plans are based on assumptions concerning levels of consumer and corporate spending. If weak global and domestic economic and market conditions persist or deteriorate, we may experience further material impacts on our business, operating results and financial condition which could result in a decline in the price of our common stock. If economic conditions worsen, we may have to implement additional cost reduction measures or delay certain R&D spending, which may adversely impact our ability to introduce new products and technologies.

 

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We maintain an investment portfolio of various holdings, types of instruments and maturities. These securities are generally classified as available-for-sale and, consequently, are recorded on our consolidated balance sheets at fair value with unrealized gains or losses reported as a separate component of accumulated other comprehensive income (loss). Our portfolio primarily includes fixed income securities, mutual funds and preferred stock, the values of which are subject to market price volatility. The deterioration of these market prices has had an unfavorable impact on our portfolio and has caused us to record impairment charges to our earnings. During the fiscal years ended March 31, 2012 and 2011, we did not record any other-than-temporary impairment charges while during the fiscal year ended March 31, 2010 we recorded other-than-temporary impairment charges of $4.1 million. If market prices continue to decline or securities continue to be in a loss position over time, we may recognize additional impairments in the fair value of our investments.

Adverse economic and market conditions could also harm our business by negatively affecting the parties with whom we do business, including our business partners, our customers and our suppliers. These conditions could impair the ability of our customers to pay for products they have purchased from us. As a result, allowances for doubtful accounts and write-offs of accounts receivable from our customers may increase. In addition, our suppliers may experience financial difficulties that could negatively affect their operations and their ability to supply us with the parts we need to manufacture our products.

We have invested, and will continue to invest, in privately-held companies, most of which can still be considered to be in startup or developmental stages. These investments are inherently risky as the market for the technologies or products they have under development are typically in the early stages and may never materialize. We could lose all or substantially all of the value of our investments in these companies and, in some cases, we have lost all or substantially all of the value of our investment in such entities.

Our operating results may fluctuate because of a number of factors, many of which are beyond our control.

If our operating results are below the expectations of research analysts or investors, then the market price of our common stock could decline. Some of the factors that affect our quarterly and annual results, but which are difficult to control or predict, are:

 

   

communications, information technology and semiconductor industry conditions;

 

   

fluctuations in the timing and amount of customer requests for product shipments;

 

   

the reduction, rescheduling or cancellation of orders by customers, including as a result of slowing demand for our products or our customers’ products or over-ordering or double booking of our products or our customers’ products;

 

   

changes in the mix of products that our customers buy;

 

   

the gain or loss of one or more key customers or their key customers, or significant changes in the financial condition of one or more of our key customers or their key customers;

 

   

our ability to introduce, certify and deliver new products and technologies on a timely basis;

 

   

the announcement or introduction of new products and technologies by our competitors;

 

   

competitive pressures on selling prices;

 

   

the ability of our customers to obtain components from their other suppliers;

 

   

market acceptance of our products and our customers’ products;

 

   

fluctuations in manufacturing output, yields or other problems or delays in the fabrication, assembly, testing or delivery of our products or our customers’ products;

 

   

disasters that could affect our supply chain or our customers supply chain;

 

   

increases in the costs of products or discontinuance of products by our suppliers;

 

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the availability of external foundry capacity, contract manufacturing services, purchased parts and raw materials including packaging substrates;

 

   

the availability of package and test vendor capacity;

 

   

problems or delays that we and our foundries may face in shifting the design and manufacture of our future generations of IC products to smaller geometry process technologies and in achieving higher levels of design and device integration;

 

   

the amounts and timing of meeting the specifications and expense recovery on non-recurring engineering projects;

 

   

the amounts and timing of costs associated with warranties and product returns;

 

   

the amounts and timing of investments in R&D;

 

   

the product lifecycle and recoverability of capitalized architectural licenses, technology access fees and mask sets;

 

   

the amounts and timing of the costs associated with payroll taxes related to stock option exercises or settlement of restricted stock units;

 

   

costs associated with acquisitions and the integration of acquired companies, products and technologies;

 

   

the impact of potential one-time charges related to purchased intangibles;

 

   

our ability to successfully integrate acquired companies, products and technologies;

 

   

the impact on interest income of a significant use of our cash for an acquisition, stock repurchase or other purpose;

 

   

the effects of changes in interest rates or credit worthiness on the value and yield of our short-term investment portfolio;

 

   

costs associated with compliance with applicable environmental, other governmental or industry regulations including costs to redesign products to comply with those regulations or lost revenue due to failure to comply in a timely manner;

 

   

the effects of changes in accounting standards;

 

   

costs associated with litigation, including without limitation, attorney fees, litigation judgments or settlements, relating to the use or ownership of intellectual property or other claims arising out of our operations;

 

   

our ability to identify, hire and retain senior management and other key personnel;

 

   

the effects of war, acts of terrorism or global threats, such as disruptions in general economic activity and changes in logistics and security arrangements; and

 

   

global economic and industry conditions.

Our business, financial condition and operating results would be harmed if we do not achieve anticipated revenues.

We can have revenue shortfalls for a variety of reasons, including:

 

   

shortages of raw materials or production capacity constraints that lead our suppliers to allocate available supplies or capacity to their other customers, which may disrupt our ability to meet our production obligations;

 

   

our customers may experience shortages from their suppliers that may cause them to delay orders or deliveries of our products;

 

   

delays in the availability of our products or our customers’ products;

 

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delays in the availability of the software elements from third party vendors that may cause delays in customers using our hardware products resulting in further delays of bringing our product to market;

 

   

the reduction, rescheduling or cancellation of customer orders;

 

   

declines in the average selling prices of our products;

 

   

delays when our customers are transitioning from old products to new products;

 

   

a decrease in demand for our products or our customers’ products;

 

   

a decline in the financial condition or liquidity of our customers or their customers;

 

   

the failure of our products to be qualified in our customers’ systems or certified by our customers;

 

   

excess inventory of our products held by our customers, resulting in a reduction in their order patterns as they work through the excess inventory of our products;

 

   

fabrication, test, product yield, or assembly constraints for our products that adversely affect our ability to meet our production obligations;

 

   

the failure of one or more of our subcontract manufacturers to perform its obligations to us;

 

   

our failure to successfully integrate acquired companies, products and technologies; and

 

   

global economic and industry conditions.

Our business is characterized by short-term orders and shipment schedules. Customer orders typically can be cancelled or rescheduled without significant penalty to the customer. Because we do not have substantial non-cancellable backlog, we typically plan our production and inventory levels based on internal forecasts of customer demand, which is highly unpredictable and can fluctuate substantially. Customer orders for our products typically have non-standard lead times, which make it difficult for us to predict revenues and plan inventory levels and production schedules. If we are unable to plan inventory levels and production schedules effectively, our business, financial condition and operating results could be materially and adversely affected.

From time to time, in response to anticipated long lead times to obtain inventory and materials from our outside contract manufacturers, suppliers and foundries, we may order materials in advance of anticipated customer demand. This advance ordering has in the past resulted and may in the future result in excess inventory levels or unanticipated inventory write-downs if expected orders fail to materialize, or other factors render our products less marketable. If we are forced to hold excess inventory or we incur unanticipated inventory write-downs, our financial condition and operating results could be materially and adversely affected.

Our expense levels are relatively fixed in the short-term and are based on our expectations of future revenues. We have limited ability to reduce expenses quickly in response to any revenue shortfalls. Changes to production volumes and impact of overhead absorption may result in a decline in our financial condition or liquidity.

Our business is dependent on the pace of recovery of the communications industry.

We are currently seeing certain signs that would indicate to us that we can expect the slowdown in our Connectivity business to reverse in the near future. It is possible that our estimations are incorrect and that it will take longer for the reversal of the slowdown to occur, or that our estimated market share in the Connectivity space is in fact much lower than we anticipate.

Our liquidity may deteriorate on our future uses of cash

Although we currently believe we have adequate liquidity to operate normally, our cash balances could decrement significantly if we decide to pay for the Veloce acquisition using a greater proportion of cash or if our

 

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normal operations require us to expend more cash. If our cash balances decline significantly, we may be faced with liquidity issues and may be forced to raise capital from other sources, which may or may not be possible to do so on reasonable terms.

Interruptions, delays, security breaches or other unauthorized activities at third-party data centers or other Cloud Computing infrastructure providers could materially harm our business.

We conduct significant business functions and computer operations, including without limitation data storage and email, using the infrastructure systems of third-party vendors, such as remote data centers, virtual servers and other “cloud computing” resources. “Cloud computing” is an information technology hosting and delivery system in which data is stored outside of the user’s physical infrastructure and is delivered to and used by the user as an internet-based application service. These third-party systems may experience cyber attacks and other security breaches, along with the possible risk of loss, theft or unauthorized publication of our technical, proprietary and trade secret information or other confidential information of our employees and customers. Any interruptions or problems at such data centers or other cloud computing facilities could result in significant disruptions to our business operations hosted at or affected by such site. We do not control the operation of such data center or other providers, and each is vulnerable to damage or interruption from earthquakes, floods, fires, vandalism, power loss, telecommunications failures and similar events. These third-party vendor relationships present further risk management challenges for us, including, among others: confirming and monitoring the third-party’s security measures; the potential for improper handling of or access to our data; and data location uncertainty, including the possibility of data storage in inappropriate jurisdictions, where laws or security measures may be inadequate, or the unauthorized movement of technical data between locations in violation of applicable export laws. We undertake substantial efforts to assure the security and confidentiality of information provided to our vendors under cloud computing or other arrangements through appropriate risk evaluation, security and financial due diligence, contracts designed to set and maintain high security and confidentiality standards, and ongoing evaluation of third-party compliance with the required standards. While we expend significant resources on these measures, there can be no assurance that we will be successful in preventing attacks, breaches or other unauthorized activities or detecting and stopping them once they have begun. Our failure to effectively manage and communicate our strategies with our outsourced service providers, or their failure to perform as required or to properly protect our data, may result in operational difficulties which may adversely affect our business, financial condition and results of operations. In addition, such data center and other providers have no obligation to renew their agreements with us on commercially reasonable terms, or at all. If we are unable to renew our agreements with the data center and other providers on commercially reasonable terms, we may experience costs or down time in connection with the transfer to new third-party providers.

We are dependent on orders that are received and shipped in the same quarter and are therefore limited in our visibility of future product shipments.

Our net sales in any given quarter depend upon a combination of shipments from backlog and orders received in that quarter for shipment in that quarter, which we refer to as turns business. We measure turns business at the beginning of a quarter based on the orders needed to meet the shipment forecasts that we set entering the quarter. Historically, we have relied on our ability to respond quickly to customer orders as part of our competitive strategy, resulting in customers placing orders with relatively short delivery schedules. Shorter lead times generally mean that turns orders as a percentage of our business are relatively high in any particular quarter and reduce our backlog visibility on future product shipments. Turns business correlate to overall semiconductor industry conditions and product lead times. Because turns business is difficult to predict, varying levels of turns business make our net sales more difficult to forecast. If we do not achieve a sufficient level of turns business in a particular quarter relative to our revenue forecasts, our revenue and operation results may suffer.

 

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Our business is dependent on selling to distributors.

Sales to distributors accounted for approximately 58% of our revenues during the fiscal year ended March 31, 2012 and 46% during the fiscal year ended March 31, 2011. Our largest distributor accounted for approximately 20% of our revenues for the fiscal year ended March 31, 2012 and 29% during the fiscal year ended March 31, 2011. We do not have long-term agreements with our distributors and either party can terminate the relationship with little advance notice

Any future adverse conditions in the U.S. and global economies or in the U.S. and global credit markets could materially impact the operations of our distributors. Any deterioration in the financial condition of our distributors or any disruption in the operations of our distributors could adversely impact the flow of our products to our end customers and adversely impact our results of operations. In addition, during an industry or economic downturn, it is possible there will be an oversupply of products and a decrease in sell-through of our products by our distributors which could cause them to hold excess inventories and reduce our net sales in a given period and result in an increase in stock rotations.

Our business substantially depends upon the continued growth of the technology sector and the Internet.

The technology equipment industry is cyclical and has in the past experienced significant and extended downturns. The recent downturn was significant and we cannot predict if the current improvement is sustainable in the near future. A substantial portion of our business and revenue depends on the continued growth of the technology sector and the Internet. We sell our communications IC products primarily to communications equipment manufacturers that in turn sell their equipment to customers that depend on the growth of the Internet. The past downturn has caused a reduction in capital spending on information technology. While we are beginning to see indications of improvement, there are no guarantees that this growth will sustain, resulting in potential volatility. If there is another downturn, our business, operating results and financial condition may be materially and adversely affected.

The loss of one or more key customers, the diminished demand for our products from a key customer, or the failure to obtain certifications from a key customer or its distribution channel could significantly reduce our revenues and profits.

A relatively small number of customers have accounted for a significant portion of our revenues in any particular period. We have no long-term volume purchase commitments from our key customers. One or more of our key customers may discontinue operations as a result of consolidation, bankruptcy or otherwise. Reductions, delays and cancellation of orders from our key customers or the loss of one or more key customers could significantly reduce our revenues and profits. We cannot assure you that our current customers will continue to place orders with us, that orders by existing customers will continue at current or historical levels or that we will be able to obtain orders from new customers.

Our ability to maintain or increase sales to key customers and attract significant new customers is subject to a variety of factors, including:

 

   

supply constraints and manufacturing delays by our outside foundries may result in significantly reduced volumes and delayed deliveries of our products;

 

   

customers may stop incorporating our products into their own products with limited notice to us and may suffer little or no penalty as a result of such action;

 

   

customers or prospective customers may not incorporate our products into their future product designs;

 

   

design wins (as explained below) with customers or prospective customers may not result in sales to such customers;

 

   

the introduction of new products by customers may occur later or be less successful in the market than planned;

 

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we may successfully design a product to customer specifications but the customer may not be successful in the market;

 

   

sales of customer product lines incorporating our products may rapidly decline or such product lines may be phased out;

 

   

our agreements with customers typically are non-exclusive and do not require them to purchase a minimum quantity of our products;

 

   

many of our customers have pre-existing relationships with our current or potential competitors that may cause our customers to switch from using our products to using competing products;

 

   

some of our OEM customers may develop products internally that would replace our products;

 

   

we may not be able to successfully develop relationships with additional network equipment vendors;

 

   

our relationships with some of our larger customers may deter other potential customers (who compete with these customers) from buying our products;

 

   

the impact of terminating certain sales representatives or sales personnel as a result of a Company workforce reduction or otherwise; and

 

   

some of our customers and prospective customers may become less viable or fail.

The occurrence of any one of the factors above could have a material adverse effect on our business, financial condition and results of operations.

There is no guarantee that design wins will become actual orders and sales.

A “design win” occurs when a customer or prospective customer notifies us that our product has been selected to be integrated with the customer’s product. There can be delays of several months or more between the design win and when a customer initiates actual orders of our product. Following a design win, we will commit significant resources to the integration of our product into the customer’s product before receiving the initial order. Receipt of an initial order from a customer following a design win, however, is dependent on a number of factors, including the success of the customer’s product, and cannot be guaranteed. The design win may never result in an actual order or sale of our products.

Any significant order cancellations or order deferrals could cause unplanned inventory growth resulting in excess inventory, which may adversely affect our operating results.

Our customers may increase orders during periods of product shortages or cancel orders if their inventories are too high. Major inventory corrections by our customers are not uncommon and can last for significant periods of time and affect demand for our products. Customers may also cancel or delay orders in anticipation of new products or for other reasons. Cancellations or deferrals could cause us to hold excess inventory, which could reduce our profit margins by reducing sales prices, incurring inventory write-downs or writing off additional obsolete products.

The book-to-bill ratio is commonly used by investors to compare and evaluate technology and semiconductor companies. The book-to-bill ratio is a demand-to-supply ratio that compares the total amount of orders received to the total amount of orders filled. This ratio tells whether the Company has more orders than it delivered (if greater than 1), has the same amount of orders that it delivered (equals 1), or has less orders than it delivered (under 1). Though the ratio provides an indicator of whether orders are rising or falling, it does not consider the timing of, or if the order will result in future revenues and the effect of changing lead times on bookings. As lead times increase, customers will place orders sooner, therefore increasing our bookings and book-to-bill ratio.

 

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The increasing lead times from our suppliers cause us to make commitments for inventory purchases earlier in our production cycle which in turn increases our risk of having excess inventory. In addition, some of our suppliers are delivering based on allocations which in turn cause us to increase our inventory levels. We must balance our inventory levels between the risk of losing a significant customer to a competitor because we cannot meet our customer’s requirements and the risk of having excess inventory if a significant order is cancelled.

Inventory fluctuations could affect our results of operations and restrict our ability to fund our operations. Inventory management remains an area of focus as we balance the need to maintain strategic inventory levels to ensure competitive lead times, meet customer expectations and guard against the risk of inventory obsolescence because of changing technology and customer requirements.

We generally recognize revenue upon shipment of products to a customer. If a customer refuses to accept shipped products or does not pay for these products, we could miss future revenue projections or incur significant charges against our income, which could materially and adversely affect our operating results.

Our customers’ products typically have lengthy design cycles. A customer may decide to cancel or change its product plans, which could cause us to lose anticipated sales.

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 may need more than six months to test, evaluate and adopt our product and an additional nine months or more to begin volume production of the equipment or devices that incorporate our product. Due to this generally lengthy design cycle, we may experience significant delays from the time we increase our 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 cannot guarantee that the customer will ultimately market and sell its equipment or devices that such efforts by our customer will be successful. The delays inherent in this lengthy design cycle increases 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. While our customers’ design cycles are typically long, some of our 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 R&D, 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 R&D and marketing expenses and investments in inventory in the future that we are not able to recover, and we are not able to mitigate 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.

An important part of our strategy is to focus on the markets for communications equipment. If we change strategy or are unable to further expand our share of these markets or react timely or properly to emerging trends, our revenues may not grow and could decline.

Our markets frequently undergo transitions in which products rapidly incorporate new features and performance standards on an industry-wide basis. If our products are unable to support the new features or performance levels required by OEMs in these markets, or if our products fail to be certified by OEMs, we will lose business from an existing or potential customer and may not have the opportunity to compete for new design wins or certification until the next product transition occurs. If we fail to develop products with required features or performance standards, or if we experience a delay as short as a few months in certifying or bringing a new product to market, or if our customers fail to achieve market acceptance of their products, our revenues could be significantly reduced for a substantial period.

We expect a significant portion of our revenues to continue to be derived from sales of products based on current, widely accepted transmission standards. If the communications market evolves to new standards, we may not be able to successfully design and manufacture new products that address the needs of our customers or gain substantial market acceptance.

 

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If we do not identify and pursue the correct emerging trends and align ourselves with the correct market leaders, we may not be successful and our business, financial condition and results of operations could be materially and adversely affected.

Customers for our products generally have substantial technological capabilities and financial resources. Some customers have traditionally used these resources to internally develop their own products. The future prospects for our products in these markets are dependent upon our customers’ acceptance of our products as an alternative to their internally developed products. Future sales prospects also are dependent upon acceptance of third-party sourcing for products as an alternative to in-house development. Network equipment vendors may in the future continue to use internally developed components. They also may decide to develop or acquire components, technologies or products that are similar to, or that may be substituted for, our products.

If our network equipment vendor customers fail to accept our products as an alternative, if they develop or acquire the technology to develop such components internally rather than purchase our products, or if we are otherwise unable to develop or maintain strong relationships with them, our business, financial condition and results of operations would be materially and adversely affected.

Our business strategy contemplates the acquisition of other companies, products and technologies. Merger and acquisition activities involve numerous risks and we may not be able to address these risks successfully without substantial expense, delay or other operational or financial problems that could disrupt our business and harm our results of operations and financial condition.

Acquiring products, technologies or businesses from third parties, making equity investments in companies developing such products, technologies or businesses, and making additional investments in companies in which we already have an interest are all part of our long-term business strategy. The risks involved with merger and acquisition and equity investment activities include:

 

   

diversion of management’s attention from our core businesses;

 

   

failure to integrate or potential loss of key employees, particularly those of the acquired companies;

 

   

difficulty in completing an acquired company’s in-process research or development projects;

 

   

customer dissatisfaction or performance problems with an acquired company’s products or services;

 

   

adverse effects on existing business relationships with suppliers and customers;

 

   

costs associated with acquisitions, mergers or investments;

 

   

difficulties associated with combining or integrating acquired companies, purchased operations, products or technologies;

 

   

difficulties and risks associated with entering and competing in markets that are unfamiliar to us; and

 

   

ability of the acquired companies to meet their financial projections.

In addition, in the event of any such investments, mergers or acquisitions, we could;

 

   

issue stock that would dilute, in some cases significantly, our current stockholders’ percentage ownership;

 

   

use a significant portion of our cash reserves or incur debt;

 

   

assume liabilities, including unknown liabilities or other unanticipated costs, events or circumstances;

 

   

incur amortization or impairment expenses related to goodwill and other intangible assets and deferred compensation; and

 

   

incur large and immediate write-offs.

 

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Any of these risks could materially harm our business, financial condition and results of operations.

As with past acquisitions, future acquisitions could adversely affect operating results. In particular, acquisitions may materially and adversely affect our results of operations because they may require large one-time charges or could result in increased debt or contingent liabilities, unanticipated third-party litigation, adverse tax consequences, substantial additional depreciation or deferred compensation charges. Our past purchase acquisitions required us to capitalize significant amounts of goodwill and purchased intangible assets. As a result of the slowdown in our industry and reduction of our market capitalization, we have been required to record significant impairment charges against these assets as noted in our previous financial statements. These market conditions continuously change and it is difficult to project how long these current uncertain economic conditions may last. These conditions have caused a decline in our near term revenues and it will take some time to ramp back up to our previous levels, if at all. Additionally, market values had deteriorated, which had an unfavorable impact on our valuations which are part of the goodwill and purchased intangible asset impairment tests. There can be no assurances that market conditions will not deteriorate further or that our market capitalization will not decline further. At March 31, 2012, we had $29.8 million of goodwill and purchased intangible assets. We cannot assure you that we will not be required to take significant charges as a result of impairment to the carrying value of the purchased intangible assets, due to further adverse changes in market conditions.

In September 2010, we completed the acquisition of TPack for $32 million in cash, exclusive of $0.5 million cash acquired, and potentially up to an additional $5 million if certain performance milestones are achieved during an 18 month period following the closing of the acquisition. In conjunction with the acquisition, we recorded $23.7 million in amortizable intangible assets and $13.2 million in goodwill. Please see Note 12 of the Consolidated Financial Statements for additional information.

In January 2011, TPack’s primary supplier of FPGAs announced it had acquired a competitor of TPack. This supplier will continue to provide FPGAs for TPack’s current products and products currently under development, but not for any future products. While we were negotiating with another supplier of FPGAs, they too acquired a competitor of TPack in March 2011. The increased competition from these synergistic acquisitions could adversely affect the future revenue streams from TPack as we implement a library strategy where customers can choose either FPGA supplier. The financial forecasts and other assumptions used to evaluate the acquisition that is included as part of the overall reporting unit may not materialize as expected.

In April 2012, the Company amended its Original Merger Agreement with Veloce and proposes to acquire Veloce for an initial consideration of $60.4 million with potential additional consideration that could range from $0 to $75 million, as adjusted based upon actual technical performance results. The acquisition is expected to close in June 2012.

Our industry and markets are subject to consolidation, which may result in stronger competitors, fewer customers and reduced demand.

There has been industry consolidation among communications IC companies, network equipment companies and telecommunications companies in the past, such as the acquisition of Seamicro Inc. by Advanced Micro Devices in February 2012, Netlogic Microsystems, Inc. by Broadcom Corporation in February 2012 and Gennum Corporation by Semtech Corporation in March 2012. We expect this consolidation to continue as companies attempt to strengthen or hold their positions in evolving markets. Consolidation may result in stronger competitors, fewer customers and reduced demand, which in turn could have a material adverse effect on our business, operating results, and financial condition.

Our operating results are subject to fluctuations because we rely heavily on international sales.

International sales account for a significant part of our revenues and may account for an increasing portion of our future revenues. The revenues we derive from international sales may be subject to certain risks, including:

 

   

foreign currency exchange fluctuations;

 

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changes in regulatory requirements;

 

   

tariffs, rising protectionism and other barriers;

 

   

timing and availability of export licenses;

 

   

political and economic instability;

 

   

natural disasters;

 

   

increased exposure to liability under U.S and foreign anti-corruption laws and regulations;

 

   

difficulties in staffing and managing foreign operations;

 

   

difficulties in managing distributors;

 

   

difficulties in obtaining governmental and export approvals for communications, processors and other products;

 

   

reduced or uncertain protection for intellectual property rights in some countries;

 

   

longer payment cycles and difficulties in collecting accounts receivable in some countries;

 

   

burdens of complying with a wide variety of complex foreign laws and treaties;

 

   

potentially adverse tax consequences; and

 

   

an uncertain economic condition that may trail any improvements in the United States.

We are subject to risks associated with the imposition of legislation and regulations relating to the import or export of high technology products, information and technology. We cannot predict whether quotas, duties, taxes or other charges or restrictions upon the importation or exportation of our products will be implemented by the United States or other countries. Because sales of our products have been denominated to date primarily in United States dollars, increases in the value of the United States dollar could increase the price of our products so that they become relatively more expensive to customers in the local currency of a particular country, leading to a reduction in sales and profitability in that country. Future international activity may result in increased foreign currency denominated sales. Gains and losses on the conversion to United States dollars of accounts payable and other monetary assets and liabilities arising from international operations may contribute to fluctuations in our results of operations.

Some of our customer purchase orders and agreements are governed by foreign laws, which may differ significantly from laws in the United States, or may require that dispute resolution occur in a foreign country. As a result, our ability to enforce our rights under such agreements may be limited compared with our ability to enforce our rights under agreements governed by laws in the United States and adjudicated in the United States.

Our foreign operations may subject us to risks relating to the U.S. Foreign Corrupt Practices Act and similar foreign anti-bribery regulations that may have a material adverse impact on our business, financial condition or results of operations.

Our international operations are also subject to laws regarding the conduct of business overseas, such as the U.S. Foreign Corrupt Practices Act, or FCPA, and similar anti-bribery regulations in foreign jurisdictions where we do business, such as China, India, Vietnam and in Europe. The FCPA prohibits the provision of illegal or improper inducements to foreign government officials in connection with obtaining or retaining business overseas or to secure an improper commercial advantage. The FCPA also requires us to keep accurate books and records of business transactions and maintain an adequate system of internal accounting controls. Violations of the FCPA or other similar laws by us, any of our foreign subsidiaries, or any of our or their employees, executive officers, distributors or other agents or intermediaries could subject us and the individuals involved to significant criminal or civil liability. In recent years, the Department of Justice and SEC have significantly stepped up their

 

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investigation and prosecution of alleged FCPA violations. Any such allegations of non-compliance with the FCPA or other similar laws could harm our reputation, divert management attention and result in significant expenses, and could therefore materially harm our business, financial condition or results of operations.

Our portfolio of short-term investments is exposed to certain market risks.

We maintain an investment portfolio of various holdings, types of instruments and maturities. These securities are recorded on our consolidated balance sheets at fair value with unrealized gains or losses reported as a separate component of accumulated other comprehensive income (loss), net of tax. Our investment portfolio is exposed to market risks related to changes in interest rates and credit ratings of the issuers, as well as to the risks of default by the issuers and lack of overall market liquidity. Substantially all of these securities are subject to interest rate and credit rating risk and will decline in value if interest rates increase or one of the issuers’ credit ratings is reduced. Increases in interest rates or decreases in the credit worthiness of one or more of the issuers in our investment portfolio could have a material adverse impact on our financial condition or results of operations. During the fiscal year ended March 31, 2010, we recorded $4.1 million in write-downs in the carrying value of certain securities as we determined the decline in the fair value of these securities to be other-than-temporary. If there is a further deterioration in market conditions or there are additional losses incurred, we may be required to record a further decline in the carrying value of these securities resulting in further charges. At March 31, 2012, the unrealized losses on these securities that were not written down as an other-than-temporary impairment charge were approximately $1.7 million, of which substantially the entire amount has been at an unrealized loss for greater than 12 months. If the fair value of any of these securities does not recover to at least the amortized cost of such security or we are unable to hold these securities until they recover, we may be required to record a decline in the carrying value of these securities.

Our restructuring activities could result in management distractions, operational disruptions and other difficulties.

Over the past several years, we have initiated several restructuring activities in an effort to reduce operating costs and such restructuring activities are likely to continue. Employees whose positions were eliminated in connection with these restructuring activities may seek employment with our competitors, customers or suppliers. Although each of our employees is required to sign a confidentiality agreement with us at the time of hire, which agreement contains covenants prohibiting among other things the disclosure or use of our confidential information and the solicitation of our employees, we cannot guarantee that the confidential nature of our proprietary information will be maintained in the course of such future employment, or that our key continuing employees will not be solicited to terminate their employment with us. Any additional restructuring efforts could divert the attention of our management away from our operations, harm our reputation, increase our expenses, increase the work load placed upon remaining employees and cause our remaining employees to lose confidence in the future performance of the Company and decide to leave. We cannot guarantee that any additional restructuring activities undertaken in the future will be successful, or that we will be able to realize the cost savings and other anticipated benefits from our previous or future restructuring plans. In addition, if we continue to reduce our workforce, it may adversely impact our ability to respond rapidly to new growth opportunities.

Our markets are subject to rapid technological change, so our success depends heavily on our ability to develop and introduce new products.

The markets for our products are characterized by:

 

   

rapidly changing technologies;

 

   

evolving and competing industry standards;

 

   

changing customer needs;

 

   

frequent introductions of new products and enhancements;

 

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increased integration with other functions;

 

   

long design and sales cycles;

 

   

short product life cycles; and

 

   

intense competition.

To develop new products for the communications or other technology markets, we must develop, gain access to and use leading technologies in a cost-effective and timely manner and continue to develop technical and design expertise. We must have our products designed into our customers’ future products and maintain close working relationships with key customers in order to develop new products that meet customers’ changing needs. We must respond to changing industry standards, trends towards increased integration and other technological changes on a timely and cost-effective basis. Our pursuit of technological advances may require substantial time and expense and may ultimately prove unsuccessful. If we are not successful in adopting such advances, we may be unable to timely bring to market new products and our revenues will suffer.

Many of our products are based on industry standards that are continually evolving. Our ability to compete in the future will depend on our ability to identify and ensure compliance with these evolving industry standards. The emergence of new industry standards could render our products incompatible with products developed by major systems manufacturers. As a result, we could be required to invest significant time and effort and to incur significant expense to redesign our products to ensure compliance with relevant standards. If our products are not in compliance with prevailing industry standards or requirements, we could miss opportunities to achieve crucial design wins which in turn could have a material adverse effect on our business, operating results and financial condition.

The markets in which we compete are highly competitive, and we expect competition to increase in these markets in the future.

The markets in which we compete are highly competitive, and we expect that domestic and international competition will increase in these markets, due in part to deregulation, rapid technological advances, price erosion, changing customer preferences and evolving industry standards. Increased competition could result in significant price competition, reduced revenues, lower profit margins or loss of market share. Our ability to compete successfully in our markets depends on a number of factors, including:

 

   

our ability to partner with OEM and channel partners who are successful in the market;

 

   

success in designing and subcontracting the manufacture of new products that implement new technologies;

 

   

product quality, interoperability, reliability, performance and certification;

 

   

our ability to attract and retain key engineering, operations, sales and marketing employees and management;

 

   

customer support;

 

   

time-to-market;

 

   

price;

 

   

production efficiency;

 

   

design wins;

 

   

expansion of production of our products for particular systems manufacturers;

 

   

end-user acceptance of the systems manufacturers’ products;

 

   

market acceptance of competitors’ products; and

 

   

general economic conditions.

 

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Our competitors may offer enhancements to existing products, or offer new products based on new technologies, industry standards or customer requirements that are available to customers on a more timely basis than comparable products from us or that have the potential to replace or provide lower cost alternatives to our products. The introduction of enhancements or new products by our competitors could render our existing and future products obsolete or unmarketable. We expect that certain of our competitors and other semiconductor companies may seek to develop and introduce products that integrate the functions performed by our IC products

on a single chip, thus eliminating the need for our products. Each of these factors could have a material adverse effect on our business, financial condition and results of operations.

In the transport communications IC markets, we compete primarily against companies such as Broadcom, Cortina, PMC-Sierra and Vitesse. In the embedded processor communications IC market, we compete with technology companies such as Freescale Semiconductor, Cavium and Intel. Many of these companies may have substantially greater financial, marketing and distribution resources than we have. Certain of our customers or potential customers have internal IC design or manufacturing capabilities with which we compete. We may also face competition from new entrants to our target markets, including larger technology companies that may develop or acquire differentiating technology and then apply their resources to our detriment. Any failure by us to compete successfully in these target markets would have a material adverse effect on our business, financial condition and results of operations.

Our operating results depend on manufacturing output and yields of our ICs and printed circuit board assemblies, which may not meet expectations.

The yields on wafers we have manufactured decline whenever a substantial percentage of wafers must be rejected or a significant number of die on each wafer are nonfunctional. Such declines can be caused by many factors, including minute levels of contaminants in the manufacturing environment, design issues, defects in masks used to print circuits on a wafer and difficulties in the fabrication process. Design iterations and process changes by our suppliers can cause a risk of defects. Many of these problems are difficult to diagnose, are time consuming and expensive to remedy and can result in shipment delays.

We estimate yields per wafer and final packaged parts in order to estimate the value of inventory. If yields are materially different than projected, work-in-process inventory may need to be re-valued. We may have to take inventory write-downs as a result of decreases in manufacturing yields. We may suffer periodic yield problems in connection with new or existing products or in connection with the commencement of production using a new design geometry or at a new manufacturing facility.

We must develop or otherwise gain access to improved IC process technologies.

Our future success will depend upon our ability to access new IC process technologies. In the future, we will be required to transition one or more of our IC products to process technologies with smaller geometries, other materials or higher speeds in order to reduce costs or improve product performance. We may not be able to gain access to new process technologies in a timely or affordable manner or products based on these new technologies may not achieve market acceptance.

The complexity of our products may lead to errors, defects and bugs, which could negatively impact our reputation with customers and result in liability.

Products as complex as ours may contain errors, defects and bugs when first introduced or as new versions are released. Our products have in the past experienced such errors, defects and bugs. Delivery of products with production defects or reliability, quality or compatibility problems could significantly delay or hinder market acceptance of the products or result in a costly recall and could damage our reputation and adversely affect our ability to retain existing customers and attract new customers. Errors, defects or bugs could cause problems with device functionality, resulting in interruptions, delays or cessation of sales to our customers.

 

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We may also be required to make significant expenditures of capital and resources to resolve such problems. We cannot assure you that problems will not be found in new products after commencement of commercial production, despite testing by us, our suppliers or our customers. Any such problems could result in:

 

   

additional development costs;

 

   

loss of, or delays in, market acceptance;

 

   

diversion of technical and other resources from our other development efforts;

 

   

claims by our customers or others against us; and

 

   

loss of credibility with our current and prospective customers.

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

Regulatory authorities in jurisdictions into which we ship out products could levy fines or restrict our ability to export products.

A significant portion of our sales are made outside of the U.S. through the exporting and re-exporting of products. In addition to local jurisdictions’ export regulations, our U.S.-manufactured products and products based on U.S. technology are subject to U.S. laws and regulations governing international trade and exports. These laws and regulations include, but not limited to, the Foreign Corrupt Practices Act, the Export Administration Regulations (“EAR”), and trade sanctions against embargoed countries and destinations administered by the U.S. Department of the Treasury, Office of Foreign Assets Control (“OFAC”). Licenses or proper license exceptions are required for the shipment of our products to certain countries as well as for the transfer of certain information and technology to certain foreign countries, foreign nationals or other prohibited persons within the United States or abroad. A determination by the U.S. or local government that we have failed to comply with these or other export or anti-bribery regulations can result in penalties which may include denial of export privileges, fines, civil and criminal penalties and seizure of products. Such penalties could have a material adverse effect on our business, including our ability to meet our sales and earnings forecasts. Further, a change in these laws and regulations could restrict our ability to export to previously permitted countries, customers, distributors or other third parties. Any one or more of these sanctions or a change in laws or regulations could have a material adverse effect on our business, financial condition and results of operations.

Potential U.S. tax legislation regarding our foreign earnings could materially and adversely impact our business and financial results.

Currently, a majority of our revenue is generated from customers located outside the U.S. and a substantial portion of our employees are located outside the U.S. Present U.S. income taxes and foreign withholding taxes have not been provided on undistributed earnings for our non–U.S. subsidiaries, because such earning are intended to be indefinitely reinvested in the operations of those subsidiaries.

If our internal control over financial reporting is not considered effective, our business and stock price could be adversely affected.

Section 404 of the Sarbanes-Oxley Act of 2002 requires us to evaluate the effectiveness of our internal control over financial reporting as of the end of each fiscal year, and to include a management report assessing the effectiveness of our internal control over financial reporting in our annual report on Form 10-K for that fiscal year. Section 404 also requires our independent registered public accounting firm to attest to and report on the effectiveness of our internal control over financial reporting.

Our management, including our chief executive officer and chief financial officer, does not expect that our internal control over financial reporting will prevent all errors and all fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control system’s

 

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objectives will be met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of control must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of internal control can provide absolute assurance that all control issues and instances of fraud involving a company have been, or will be, detected. The design of any system of controls is based in part on certain assumptions about the likelihood of future events, and we cannot assure you that any design will succeed in achieving its stated goals under all potential future conditions. Over time, our internal control over financial reporting may become inadequate because of changes in conditions or deterioration in the degree of compliance with policies or procedures. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.

Our management has concluded, and our independent registered public accounting firm has attested, that our internal control over financial reporting was effective as of March 31, 2012. We cannot assure you that we or our independent registered public accounting firm will not identify a material weakness in our internal control over financial reporting in the future. A material weakness in our internal control over financial reporting would require management and our independent registered public accounting firm to report our internal control over financial reporting as ineffective. If our internal control over financial reporting is not considered effective, we may experience a restatement like we have in the past of our financial statements and/or a loss of public confidence, either of which could have an adverse effect on our business and on the market price of our common stock.

Our future success depends in part on the continued service of our key senior management, design engineering, sales, marketing, and manufacturing personnel, our ability to identify, hire and retain additional, qualified personnel and successful succession planning.

Our future success depends to a significant extent upon the continued service of our senior management and engineering personnel and successful succession planning. The loss of key senior executives or engineers could have a material adverse effect on our business. There is intense competition for qualified personnel in the semiconductor industry, in particular design, product and test engineers. We may not be able to continue to attract and retain engineers or other qualified personnel necessary for the development of our business, or to replace engineers or other qualified personnel who may leave our employment in the future.

We also face the risks associated with our former employees assisting their new employers to recruit our key talent, in violation of their contractual non-solicitation and confidentiality covenants to us. For example, in December 2010 we commenced a lawsuit in the California Superior Court in Santa Clara County against two former AppliedMicro employees — one of whom was a former Company officer — and their new employer for causes of action including, among other things, breach of the employees’ contractual non-solicitation covenants to us in connection with their efforts to recruit key AppliedMicro engineers to join their new company. In August 2011, following the results of our discovery in that action, we amended our complaint to add an additional defendant and additional causes of action, including breach of fiduciary duty and new breach of contract and contract interference claims. In such action, which is not yet scheduled for trial, we are seeking damages, including exemplary and punitive damages, injunctive relief and costs of suit. In addition, while we encourage our employees to abide by all contractual and legal obligations owed to their former employers, there can be no assurance that we will not be the target of allegations made by other companies that we have, directly or indirectly, unlawfully solicited their employees to join us. There are significant costs associated with recruiting, hiring and retaining personnel, as well as significant actual and potential losses to our business arising from the delays in or cancellation of technology development, product completion and roll-out, customer design wins and product orders, and sales revenues caused by the departure of key engineering resources.

To manage our operations effectively, we will be required to continue to improve our operational, financial and management systems and to successfully hire, train, motivate, and manage our employees. Also, the integration of future business acquisitions would require significant additional management, technical and administrative resources. We cannot guarantee that we would be able to manage our expanded operations effectively.

 

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Periods of contraction in our business may also inhibit our ability to attract and retain our personnel. As we respond to declining revenues and/or implement additional cost improvement measures such as reductions in force, our remaining key employees may lose confidence in the future performance of the Company and decide to leave. Loss of the services of, or failure to recruit, key design engineers or other technical and management personnel could be significantly detrimental to our product development or other aspects of our business.

Our ability to supply a sufficient number of products to meet demand could be severely hampered by a shortage of water, electricity or other supplies or by natural disasters or other catastrophes or by the effects of war, acts of terrorism or global threats.

The manufacture of our products requires significant amounts of water. Previous droughts have resulted in restrictions being placed on water use by manufacturers. In the event of a future drought, reductions in water use may be mandated generally and our external foundries’ ability to manufacture our products could be impaired.

Several of our facilities, including our principal executive offices, are located in California. California has experienced prolonged energy alerts and blackouts caused by disruption in energy supplies. As a consequence, businesses and other energy consumers in California continue to experience substantially increased costs of electricity and natural gas. We are unsure whether energy alerts and blackouts will reoccur or how severe they may become in the future. Many of our customers and suppliers are also headquartered or have substantial operations in California. If we or any of our major customers or suppliers located in California experience a sustained disruption in energy supplies, our results of operations could be materially and adversely affected.

A significant portion of our manufacturing operations are located in Asia. These areas are subject to natural disasters such as earthquakes or floods, like Japan and Thailand. We do not have earthquake insurance for these facilities, because adequate coverage is not offered at economically justifiable rates. A significant natural disaster or other catastrophic event could have a material adverse impact on our business, financial condition and operating results.

The effects of war, acts of terrorism or global threats, including, but not limited to, the outbreak of epidemic disease, could have a material adverse effect on our business, operating results and financial condition. The continued threat of terrorism and heightened security and military action in response to this threat, or any future acts of terrorism, may cause further disruptions to local and global economies and create further uncertainties. To the extent that such disruptions or uncertainties result in delays or cancellations of customer orders, or the manufacture or shipment of our products, our business, operating results and financial condition could be materially and adversely affected.

We could incur substantial fines or litigation costs associated with our storage, use and disposal of hazardous materials.

We are subject to a variety of federal, state and local governmental regulations related to the use, storage, discharge and disposal of toxic, volatile or otherwise hazardous chemicals used in our manufacturing process. Any failure to comply with present or future regulations could result in the imposition of fines, the suspension of production or a cessation of operations. These regulations could require us to acquire costly equipment or incur other significant expenses to comply with environmental regulations or clean up prior discharges.

Since 1993, we have been named as a potentially responsible party (“PRP”) along with more than 100 other companies that used Omega Chemical Corporation waste treatment facility in Whittier, California (the “Omega Site”). The U.S. Environmental Protection Agency (“EPA”) has alleged that the Omega Site failed to properly treat and dispose of certain hazardous waste material. We are a member of a large group of PRPs that has agreed to fund certain on-going remediation efforts at the Omega Site and with respect to the regional groundwater allegedly contaminated thereby.

 

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In 2007, the PRPs were sued by a chemical company located downstream from the Omega Site, seeking a judicial determination that the Omega PRPs are responsible for some or all of the plaintiff’s potential liability to clean up groundwater contamination beneath Plaintiff’s site; that action has been stayed since March 2008 to allow for further delineation of the regional groundwater. In September 2011, EPA issued an interim remedial action proposal, designed to arrest the further spread of groundwater contamination; in the next few months EPA is expected to notify the PRPs with requests to implement the interim remedial action. In 2010, a toxic tort litigation was commenced against Omega and the PRP group by individuals alleging injuries caused by the Omega Site; trial in such action has been scheduled for November 2012.

Based on currently available information, we have a loss accrual for the Omega site that is not material and we believe that the actual amount of costs and liabilities will not be materially different from the amount accrued. However, proceedings are ongoing and the eventual outcome of the clean-up efforts and the pending litigation matters is uncertain at this time. Based on currently available information, we do not believe that any eventual outcome will have a material adverse effect on our operations but we cannot guarantee this result. In 2009, the U.S. Supreme Court decided U.S. v. Burlington Northern & Santa Fe Railway Co., 129 S.Ct. 1870, which determined that hazardous substance cleanup liability need not be joint and several in all cases. As a result of this decision, the liability is potentially divisible among the PRPs at an earlier stage in superfund cases such as Omega. At this time we do not know and cannot predict the full impact of this decision on our liability.

In November 2011, a significant member of the PRP group withdrew from the group. In January 2012, as a result of the PRP group’s modification of its allocation formulae and group member withdrawal, our proportional allocation of responsibility among the PRPs for the current remediation space increased. Any future increases to our proportional allocation of responsibility among the PRPs or the future reduction of parties participating in the PRP group due to additional member withdrawals could materially increase our potential liability relating to the Omega Site. Although we believe that we have been and currently are in material compliance with applicable environmental laws and regulations, we cannot guarantee that we are or will be in material compliance with these laws or regulations or that our future obligations to fund any remediation efforts, including those at the Omega Site, or expenses and potential liabilities relating to the pending litigation matters, will not have a material adverse effect on our business and financial condition.

Customers demands and new regulations related to conflict-free minerals may force us to incur additional expenses.

The Dodd-Frank Wall Street Reform and Consumer Protection Act may require disclosure of use of “conflict” minerals mined from the Democratic Republic of Congo and adjoining countries and efforts to prevent the use of such minerals. In the semiconductor industry, these minerals are most commonly found in metals. As there may be only a limited number of suppliers offering “conflict free” metals, we cannot be sure that we will be able to obtain necessary metals in sufficient quantities or at competitive prices. Also, since our supply chain is complex and some suppliers will not share their confidential supplier information, we may face challenges with our customers and suppliers if we are unable to sufficiently verify that the metals used in our products are “conflict free.” Some customers may choose to disqualify us as a supplier and we may have to write off inventory in the event that it becomes unsalable as a result of these regulations.

Environmental laws and regulations could cause a disruption in our business and operations.

We are subject to various state, federal and international laws and regulations governing the environment, including those restricting the presence of certain substances in electronic products and making manufacturers of those products financially responsible for the collection, treatment, recycling and disposal of certain products. Such laws and regulations have been passed in several jurisdictions in which we operate, including various European Union (“EU”) member countries. For example, the EU has enacted the Restriction of the Use of Certain Hazardous Substances in Electrical and Electronic Equipment (“RoHS”) and the Waste Electrical and

 

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Electronic Equipment (“WEEE”) directives. RoHS prohibits the use of lead and other substances in semiconductors and other products put on the market after July 1, 2006. The WEEE directive obligates parties that place electrical and electronic equipment on the market in the EU to put a clearly identifiable mark on the equipment, register with and report to EU member countries regarding distribution of the equipment, and provide a mechanism to take back and properly dispose of the equipment. There can be no assurance that similar programs will not be implemented in other jurisdictions resulting in additional costs, possible delays in delivering products, and even the discontinuance of existing and planned future product replacements if the cost were to become prohibitive.

We may not be able to protect our intellectual property adequately.

We rely in part on patents to protect our IP. We cannot assure you that our pending patent applications or any future applications will be approved, or that any issued patents will adequately protect the IP in our products and processes, will provide us with competitive advantages or will not be challenged by third parties or that if challenged, any such patents will be found to be valid or enforceable. Others may independently develop similar products or processes, duplicate our products or processes or design around any patents we currently hold or that may be issued to us.

To protect our IP, we also rely on the combination of mask work protection under the Federal Semiconductor Chip Protection Act of 1984, trademarks, copyrights, trade secret laws, employee and third-party nondisclosure agreements, and licensing arrangements. Despite these efforts, we cannot assure you that others will not independently develop substantially equivalent IP or otherwise gain access to our trade secrets or IP, or disclose such IP or trade secrets, or that we can meaningfully protect our IP. A failure by us to meaningfully protect our IP could have a material adverse effect on our business, financial condition and operating results.

We generally enter into confidentiality agreements with our employees, consultants, suppliers, customers and strategic partners. We also try to control access to and distribution of our technologies, documentation and other proprietary information. Despite these efforts, parties may attempt to copy, disclose, obtain or use our products, services or technology without our authorization. Also, former employees may seek employment with our business partners, customers or competitors and we cannot assure you that the confidential nature of our proprietary information will be maintained in the course of such future employment. Additionally, former employees or third parties could attempt to penetrate our network to misappropriate our proprietary information or interrupt our business. Because the techniques used by computer hackers to access or sabotage networks change frequently and generally are not recognized until launched against a target, we may be unable to anticipate these techniques. As a result, our technologies and processes may be misappropriated, particularly in foreign countries where laws may not protect our proprietary rights as fully as in the United States.

We could be harmed by litigation involving patents, proprietary rights or other claims.

Litigation may be necessary to enforce our IP rights, to determine the validity and scope of the proprietary rights of others or to defend against claims of infringement or misappropriation. The semiconductor industry is characterized by substantial litigation regarding patent and other IP rights. Currently the Company is not a named defendant in any IP infringement lawsuits. Nevertheless, as our products and IP become instantiated in more and more customer products and applications, and as patent infringement litigation brought by our competitors, non-practicing entities (also known as “patent trolls”) and patent-licensing companies is on the rise, we are at an increased risk of being named as a defendant in such litigation. Due in part to the factors described above, the Company has been or currently is subject to the following:

 

   

having information about our products and technologies subpoenaed in patent litigation between other third parties;

 

   

demands that we enter into expensive licenses of third party patent portfolios in order to avoid being named as a defendant in future IP infringement suits; and

 

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claims demanding that we indemnify customers or end users of our products with respect to their potential liability, including without limitation defense costs, arising from third party IP infringement claims brought against them.

Such claims, demands and litigation could result in substantial costs and diversion of resources, including the attention of our management and technical personnel, and could have a material adverse effect on our business, financial condition and results of operations.

We may be accused of infringing on or misappropriating the IP rights of third parties. In addition, we have contractual indemnification obligations to some of our customers, and other customers or end users may assert we have duties to indemnify them, with respect to claims that our products infringe third-party IP rights. For example, in connection with the patent infringement lawsuit previously brought by Broadcom Corporation against Emulex Corporation in the United States District Court in the Central District of California, Emulex has demanded that several of its components suppliers, including AppliedMicro, indemnify Emulex from and against certain legal expenses and other potential liabilities arising from the lawsuit. Although we are a supplier of components used by Emulex in certain products accused in the Broadcom litigation, we do not currently believe we have any obligations under the terms of our existing supply agreement with Emulex to indemnify it with respect to the Broadcom litigation. Notwithstanding the foregoing, there can be no assurance that IP infringement or misappropriation claims by third parties, or additional claims for indemnification by customers or end users resulting from infringement claims against them, will not be asserted in the future, or that any such existing or future assertions will not harm our business.

Any litigation relating to the IP rights of third parties would at a minimum be costly and could divert the efforts and attention of our management and technical personnel. In the event of any adverse ruling in any such litigation, we could be required to pay substantial damages, cease the manufacturing, use and sale of infringing products, discontinue the use of certain processes or obtain a license under the IP rights of the third party claiming infringement. A license might not be available on reasonable, economic and other terms or at all. From time to time, we may be involved in litigation relating to other claims arising out of our operations in the normal course of business. The ultimate outcome of any such litigation matters could have a material, adverse effect on our business, financial condition or operating results.

Our stock price is volatile.

The market price of our common stock has fluctuated significantly. In the future, the market price of our common stock could be subject to significant fluctuations due to general economic and market conditions and in response to quarter-to-quarter variations in:

 

   

our anticipated or actual operating results;

 

   

announcements or introductions of new products by us or our competitors;

 

   

anticipated or actual operating results of our customers, peers or competitors;

 

   

technological innovations or setbacks by us or our competitors;

 

   

conditions in the semiconductor, communications or information technology markets;

 

   

the commencement or outcome of litigation or governmental investigations;

 

   

changes in ratings and estimates of our performance by securities analysts;

 

   

announcements of merger or acquisition transactions;

 

   

management changes;

 

   

our inclusion in certain stock indices; and

 

   

other events or factors.

 

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The stock market in recent years has experienced extreme price and volume fluctuations that have affected the market prices of many high technology companies, particularly semiconductor companies. In some instances, these fluctuations appear to have been unrelated or disproportionate to the operating performance of the affected companies. Whether or not our stock is part of one or more Index funds could have a significant impact on our stock. We cannot assure you that our stock will be part of any Index fund. In addition, the current decline of the financial markets and related factors beyond our control, including the credit and mortgage crisis in both the U.S. and worldwide, may cause our stock price to decline rapidly and unexpectedly.

Delaware law and our corporate charter and bylaws contain anti-takeover provisions that could delay or discourage takeover attempts that stockholders may consider favorable.

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

 

   

the ability of the board of directors to issue up to 2.0 million shares of “blank check” preferred stock with terms designed to prevent or delay a takeover attempt, as described further below;

 

   

the prohibition of cumulative voting in the election of directors, which would otherwise allow less than a majority of stockholders to elect director candidates;

 

   

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

 

   

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

 

   

the requirement that any stockholder derivative actions and certain other intra-corporate disputes be litigated solely and exclusively in Delaware state court:

 

   

the right of the board of directors to elect a director to fill a vacancy created by the expansion of the board of directors: and

 

   

the prohibition of the right of stockholders to call a special meeting of stockholders.

Our board of directors has the authority to issue up to 2.0 million shares of preferred stock and to determine the price, rights, preferences and privileges and restrictions, including voting rights, of those shares without any further vote or action by our stockholders. The rights of the holders of common stock will be subject to, and may be harmed by, the rights of the holders of any shares of preferred stock that may be issued in the future. The issuance of preferred stock may delay, defer or prevent a change in control, as the terms of the preferred stock that might be issued could potentially prohibit our consummation of any merger, reorganization, sale of substantially all of our assets, liquidation or other extraordinary corporate transaction without the approval of the holders of the outstanding shares of preferred stock. The issuance of preferred stock could have a dilutive effect on our stockholders.

Because we are incorporated in Delaware, we are governed by the provisions of Section 203 of the Delaware General Corporation Law. These provisions may prohibit, restrict or significantly delay large stockholders, in particular those owning 15% or more of our outstanding voting stock, from merging or combining with us.

Although we believe these provisions in our charter and bylaws and under Delaware law collectively provide for an opportunity to receive higher bids by requiring potential acquirers to negotiate with our board of directors, they would apply even if the offer may be considered beneficial by some stockholders. In any event, these provisions may delay or prevent a third party from acquiring us. Any such delay or prevention could cause the market price of our common stock to decline.

 

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If we issue additional shares of stock in the future, it may have a dilutive effect on our stockholders.

We have a significant number of authorized and unissued shares of our common stock available. These shares will provide us with the flexibility to issue our common stock for proper corporate purposes, which may include making acquisitions (including without limitation, our proposed acquisition of Veloce) through the use of stock, adopting additional equity incentive plans and raising equity capital. Any issuance of our common stock may result in immediate dilution of our stockholders.

 

Item 1B. Unresolved Staff Comments.

Not applicable.

 

Item 2. Properties.

Our corporate headquarters are located in an approximately 150,000 square foot building in Sunnyvale, California that we own. The facility contains administration, sales and marketing, research and development and operations functions. In addition to these facilities, we lease additional domestic facilities in San Diego and Santa Clara, California, Andover, Massachusetts, Austin, Texas and Cary, North Carolina.

Our foreign leased locations consist of the following: Ottawa, Canada; Cheshire, United Kingdom; Tokyo, Japan; Beijing, Shenzhen and Shanghai, the People’s Republic of China; Taipei and Kaohsiung, Taiwan; Seoul, Korea; Copenhagen, Denmark; Ho Chi Minh City, Vietnam; Pune and Bangalore, India and Singapore.

The domestic and international leased facilities comprise an aggregate of approximately 167,000 square feet. These facilities have lease terms expiring between 2012 and 2016. We believe that the facilities under lease by us will be adequate for at least the next 12 months.

For additional information regarding our obligations under property leases, see Note 8 of the Notes to Consolidated Financial Statements, included in Part IV, Item 15, Exhibits, Financial Statement Schedules, of this Annual Report.

 

Item 3. Legal Proceedings.

The information set forth under Note 11 of Notes to Consolidated Financial Statements, included in Part IV, Item 15, Exhibits, Financial Statement Schedules, of this Annual Report, is incorporated herein by reference.

 

Item 4. (Removed and Reserved)

 

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PART II

 

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.

Our common stock is traded on the Nasdaq Global Select Market under the symbol AMCC. The following table sets forth the high and low closing sales prices of our common stock as reported by Nasdaq for the periods indicated.

 

Fiscal Year Ended March 31, 2012

   High      Low  

First Quarter

   $ 10.58       $ 8.29   

Second Quarter

     9.09         4.82   

Third Quarter

     8.02         4.81   

Fourth Quarter

     8.32         6.36   

 

Fiscal Year Ended March 31, 2011

   High      Low  

First Quarter

   $ 11.90       $ 8.61   

Second Quarter

     12.32         9.87   

Third Quarter

     11.05         8.92   

Fourth Quarter

     11.30         9.80   

At April 30, 2012, there were approximately 182 holders of record of our common stock.

Dividend Policy

We have never declared or paid cash dividends on shares of our common stock. We currently intend to retain all of our earnings, if any, for use in our business, for the purchases of our common stock or for the acquisitions of other businesses, assets, products or technologies. We do not anticipate paying any cash dividends in the foreseeable future.

Recent Sales of Unregistered Securities

There were no sales of equity securities by us that were not registered under the Securities Act of 1933, as amended (the “Securities Act”), during fiscal year ended March 31, 2012, that have not been previously reported in a Quarterly Report on Form 10-Q or in a Current Report on Form 8-K.

Securities Authorized for Issuance under Equity Compensation Plans

The information included in Part III, Item 12, Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters, of this Annual Report is hereby incorporated herein by reference. For additional information on our stock incentive plans and activity, see Note 5 of the Notes to Consolidated Financial Statements included in Part IV, Item 15, Exhibits, Financial Statement Schedules, of this Annual Report.

 

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The graph below matches Applied Micro Circuits Corporation’s cumulative five-year total shareholder return on common stock with the cumulative total returns of the S&P 500 index, the NASDAQ Telecommunications index, and the NASDAQ Composite index. The graph tracks the performance of a $100 investment in our common stock and in each index (with the reinvestment of all dividends) from March 31, 2007 to March 31, 2012.

 

LOGO

 

     Fiscal Years Ending March 31,  
     2007      2008      2009      2010      2011      2012  

Applied Micro Circuits Corporation

     100.00         49.18         33.29         59.11         71.10         47.53   

S&P 500

     100.00         94.92         58.77         88.02         101.79         110.48   

NASDAQ Composite

     100.00         89.92         64.23         99.43         118.58         128.96   

NASDAQ Telecommunications

     100.00         77.26         53.57         79.60         89.32         78.93   

NASDAQ Electronic Components

     100.00         99.11         65.06         103.03         119.31         121.44   

 

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The stock price performance included in this graph is not necessarily indicative of future stock price performance.

The material in this section is not “soliciting material” and is not deemed “filed” with the SEC and is not to be incorporated by reference into any filing of Applied Micro Circuits Corporation made under the Securities Act or the Exchange Act whether made before or after the date hereof and irrespective of any general incorporation language in any such filing except to the extent we specifically incorporate this section by reference.

 

Item 6. Selected Financial Data.

The following table sets forth selected financial data for each of our last five fiscal years ended March 31, 2012. You should read the selected financial data set forth in the table below, together with the Consolidated Financial Statements and related Notes to Consolidated Financial Statements, included in Part IV, Item 15, Exhibits, Financial Statement Schedules, of this Annual Report, as well as Part II, Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations, of this Annual Report.

 

     Fiscal Years Ended March 31,  
     2012     2011     2010     2009     2008  
     (In thousands, except per share amounts)  

Consolidated Statement of Operations Data:

          

Net revenues

   $ 230,887      $ 247,710      $ 205,598      $ 214,216      $ 194,115   

Cost of revenues

     98,804        95,282        92,931        101,070        98,756   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Gross profit

     132,083        152,428        112,667        113,146        95,359   

Operating expenses:

          

Research and development

     175,656        108,732        88,096        84,687        86,117   

Selling, general and administrative

     45,794        49,173        45,901        50,097        52,037   

Amortization of purchased intangible assets

     3,202        5,285        4,020        4,020        4,061   

Restructuring charges, net

     875        532        746        8,623        2,958   

Option investigation, net

     —          —          —          80        1,072   

Goodwill impairment charges

     —          —          —          222,972        —     

Litigation settlement, net

     —          —          —          130        1,125   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total operating expenses

     225,527        163,722        138,763        370,609        147,370   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Operating loss

     (93,444     (11,294     (26,096     (257,463     (52,011

Interest income (expense), net and other-than-temporary impairment

     4,247        9,890        3,440        (8,073     8,635   

Other income (expense), net

     7,437        797        (1,551     492        1,944   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Loss from continuing operations before income taxes

     (81,760     (607     (24,207     (265,044     (41,432

Income tax expense (benefit)

     928        399        (10,610     (3,946     3,773   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Loss from continuing operations

     (82,688     (1,006     (13,597     (261,098     (45,205
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Income (loss) from discontinued operations, net of taxes

     —          —          6,112        (48,235     (69,916
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net loss

   $ (82,688   $ (1,006   $ (7,485   $ (309,333   $ (115,121
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Basic and diluted net income (loss) per share:

          

Net loss from continuing operations per share

   $ (1.33   $ (0.02   $ (0.21   $ (4.00   $ (0.67

Net income (loss) from discontinued operations per share

     —          —          0.10        (0.74     (1.03
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net loss per share

   $ (1.33   $ (0.02   $ (0.11   $ (4.74   $ (1.70
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Shares used in calculating basic and diluted net income (loss) per share

     62,245        65,160        66,006        65,271        67,775   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
     March 31,  
     2012     2011     2010     2009     2008  

Consolidated Balance Sheet Data:

          

Working capital

   $ 118,575      $ 186,117      $ 227,850      $ 207,396      $ 176,112   

Goodwill and intangible assets, net

     29,817        36,571        16,850        32,965        320,155   

Total assets

     269,052        308,657        316,044        324,610        632,847   

Total stockholders’ equity

   $ 169,236      $ 261,810      $ 280,874      $ 283,970      $ 580,712   

 

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Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

This management’s discussion and analysis of financial condition and results of operations (“MD&A”) is provided as a supplement to the accompanying consolidated financial statements and footnotes to help provide an understanding of our financial condition, changes in our financial condition and results of our operations. The MD&A is organized as follows:

 

   

Caution concerning forward-looking statements. This section discusses how forward-looking statements made by us in the MD&A and elsewhere in this Annual Report are based on management’s present expectations about future events and are inherently susceptible to uncertainty and changes in circumstances.

 

   

Overview. This section provides an introductory overview and context for the discussion and analysis that follows in the MD&A.

 

   

Critical accounting policies. This section discusses those accounting policies that are both considered important to our financial condition and operating results and require significant judgment and estimates on the part of management in their application.

 

   

Results of operations. This section provides an analysis of our results of operations for the three fiscal years ended March 31, 2012. A brief description is provided of transactions and events that impact the comparability of the results being analyzed.

 

   

Financial condition and liquidity. This section provides an analysis of our cash position and cash flows, as well as a discussion of our financing arrangements and financial commitments.

CAUTION CONCERNING FORWARD-LOOKING STATEMENTS

The MD&A should be read in conjunction with the consolidated financial statements and notes thereto included in this report. This discussion contains forward-looking statements. These forward-looking statements are made as of the date of this report. Any statement that refers to an expectation, projection or other characterization of future events or circumstances, including the underlying assumptions, is a forward-looking statement. We use certain words and their derivatives such as “anticipate”, “believe”, “plan”, “expect”, “estimate”, “predict”, “intend”, “may”, “will”, “should”, “could”, “future”, “potential”, and similar expressions in many of the forward-looking statements. The forward-looking statements are based on our current expectations, estimates and projections about our industry, management’s beliefs, and other assumptions made by us. These statements and the expectations, estimates, projections, beliefs and other assumptions on which they are based are subject to many risks and uncertainties and are inherently subject to change. We describe many of the risks and uncertainties that we face in Part II, Item 1A, “Risk Factors” and elsewhere in this report. Our actual results and actual events could differ materially from those anticipated in any forward-looking statement. Readers should not place undue reliance on any forward-looking statement.

OVERVIEW

The Company

Applied Micro Circuits Corporation (“AppliedMicro”, “APM”, “AMCC”, the “Company”, “we” or “our”) is a leader in semiconductor solutions for the data center, enterprise, telecom and consumer/small medium business (“SMB”) markets. We design, develop, market, sell and support high-performance low power ICs, which are essential for the processing, transporting and storing of information worldwide. In the telecom and enterprise markets, we utilize a combination of design expertise coupled with system-level knowledge and multiple technologies to offer IC products for wireline and wireless communications equipment such as wireless access points, wireless base stations, multi-function printers, enterprise and edge switches, blade servers, storage systems, gateways, core switches, routers, metro, long-haul, and ultra-long-haul transport platforms. In the consumer/SMB markets, we combine optimized software and system-level expertise with highly integrated

 

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semiconductors to deliver comprehensive reference designs and stand-alone semiconductor solutions for wireline and wireless communications equipment such as wireless access points, network attached storage, and residential and smart energy gateways. Our corporate headquarters are located in Sunnyvale, California. Sales and engineering offices are located throughout the world.

We are a semiconductor company that possesses fundamental and differentiated intellectual property for high speed signal processing, packet based communications processors and telecommunications transport protocols. This intellectual property enables us to be a key player in the data center, enterprise and telecommunications applications. Our customer focus is on the OEMs and telecommunications companies that build and connect to data centers. As of March 31, 2012, our business had two reporting units, Computing and Connectivity (formerly referred to as “Process” and “Transport”, respectively).

Since the start of fiscal 2010, we have invested a total of $372.5 million in the R&D of new products, including higher-speed, lower-power and lower-cost products, products that combine the functions of multiple existing products into single highly-integrated solutions, and other products to expand and complete our portfolio of communications solutions. These products, and our customers’ products for which they are intended, are highly complex. Due to this complexity, it often takes several years to complete the development and qualification of a product before it enters into volume production. Accordingly, we have not yet generated significant revenues from some of the products developed during this time period. In addition, downturns in the telecommunications market can severely impact our customers’ business and often result in significantly less demand for our products than was expected when the development work commenced.

Acquisition of Veloce

The Company proposes to acquire Veloce in accordance with the terms and conditions of the Agreement and Plan of Merger, entered into as of May 17, 2009, by and among the Company, Veloce, a wholly owned subsidiary of the Company (“Merger Sub”), and the Stockholders’ Representative named therein (the “Initial Agreement”). The Initial Agreement was amended by Amendment No. 1 entered into on November 8, 2010 (the “First Amendment”) and Amendment No. 2 entered into on April 5, 2012 (the “Second Amendment” and, together with the Initial Agreement and the First Amendment, the “Merger Agreement”). The Second Amendment, which added a second wholly owned subsidiary of the Company (“Merger Sub II”) as a party, amended, restated and replaced the First Amendment in its entirety.

Pursuant to the Merger Agreement, upon achievement of a specified FPGA product development milestone by Veloce (the “FPGA II Milestone”), and the satisfaction or waiver of certain closing conditions, a two-step merger will occur, in each case in accordance with the merger certificate filing and other statutory requirements of the Delaware General Corporation Law. First, Merger Sub will merge with and into Veloce, with Veloce as the surviving entity. Second, directly thereafter Veloce will merge with and into Merger Sub II, with Merger Sub II surviving as a wholly owned subsidiary of the Company (the “Surviving Entity”).

In and as a result of the Merger, and without any further action by any party to the Merger Agreement or any security holder of Veloce, each authorized share of Veloce capital stock or its equivalent will be converted at the effective time of the Merger into and represent the right to receive a portion of the total consideration payable by the Company in the Merger (the “Merger Consideration”), subject to the satisfaction of any remaining vesting requirements, if applicable. The Merger Consideration will consist of the following aggregate amounts:

 

   

$60.4 million payable upon the closing of the Merger (the “Closing”); and

 

   

Additional amounts ranging from $0 to $75 million, as adjusted based upon actual technical performance results, in the event that certain post-Closing performance-based product development milestones relating to the products on which Veloce has worked are achieved by the Surviving Entity and the Company. The additional consideration would be payable in partial amounts calculated pursuant to the Merger Agreement upon the achievement of each such milestone.

 

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The Merger Consideration is payable, at the Company’s election, in cash, shares of the Company’s common stock, or a combination of the two. Pursuant to the Merger Agreement, each share of Company common stock issued as Merger Consideration will be valued, with respect to any given payment, based upon the average closing price of the Company’s common stock as quoted on The Nasdaq Global Select Market for the ten trading days immediately preceding the date such payment is paid or becomes payable.

The Company currently intends to treat the Merger as a “reorganization” under Section 368 of the Internal Revenue Code (a “Reorganization”) in the tax returns of the Company, Veloce and the Surviving Entity. One of the requirements of a Reorganization is that the “continuity of interest” test be satisfied, which requires that shares of Company common stock form a substantial part of the consideration received by Veloce’s shareholders in exchange for their Veloce stock. One of the intended purposes of the two-step merger procedure described above is to reduce the total amount of Company common stock required to be issued to satisfy the continuity of interest test. The Company currently intends to issue sufficient shares of its common stock to cause the continuity of interest test to be satisfied. Under the Nasdaq Rules, the Company would be required to obtain Company shareholder approval if the Merger transaction involved the issuance or potential issuance of shares of Company common stock equal to 20% or more of the Company’s common stock outstanding before the issuance. The Company does not currently anticipate that the amount of Company common stock to be issued as Merger Consideration will trigger the Company shareholder approval requirement described above.

The Company has filed an application for the purpose of qualifying the sale of the Company’s common stock to be issued in the Merger in accordance with the California Corporations Code (the “CCC”), and for the purpose of requesting and conducting a hearing (the “Fairness Hearing”) pursuant to the CCC, in order to exempt such common stock from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), by virtue of the exemption provided by Section 3(a)(10) thereof.

Under applicable corporate law, upon the Closing, all of the property, rights, privileges, powers and franchises of Veloce will vest in the Surviving Entity and all debts, liabilities and duties of Veloce will become the debts, liabilities and duties of the Surviving Entity.

It is currently anticipated that the Closing will occur in June 2012, subject to the achievement of the FPGA II Milestone by Veloce and the satisfaction of all closing conditions, including the completion of the Fairness Hearing. In the event of a June 2012 Closing, the Company anticipates that approximately $25 million to $30 million of the $60.4 million initial Merger Consideration will be paid out at the Closing and the remaining portion of the $60.4 million will be payable over the next three years upon completion of the remaining vesting requirements of the Veloce shares or share equivalents. For accounting purposes, all Merger Consideration, regardless of form, will be recognized as R&D expense.

The Merger Agreement contains customary representations, warranties and covenants and may be terminated upon mutual agreement of the parties or unilaterally by the Company or Veloce if the other party fails to meet certain conditions and comply with certain obligations set forth in the agreement.

Under the Second Amendment, the Company and Veloce agreed to have the Company, subject to the terms and conditions of the Merger Agreement, offset claims for future potential indemnifiable losses, if any, against the amount of any unpaid Merger Consideration as of the time such claim is made. The Company’s right to offset claims for future potential indemnifiable losses against unpaid Merger Consideration is in lieu of any requirement that a portion of the Merger Consideration be deposited in an escrow account to secure any future claims by the Company for such losses.

In connection with the Second Amendment, the Company and Veloce also modified the warrant to purchase shares of the Company’s common stock, previously granted to Veloce in May 2009 and amended in November 2010, by accelerating the vesting schedule so as to be fully vested on April 5, 2012.

 

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On May 17, 2009, the Company and Veloce also entered into a product development agreement (as amended on November 8, 2010 and July 18, 2011, the “Development Agreement”) pursuant to which Veloce performs product development work relating to an ARM v8 processor for the Company on an exclusive basis for cash and other consideration, including a warrant to purchase Company common stock. Veloce’s product development work for the Company comprises substantially all of Veloce’s business and operations. The Company does not hold any equity interest in Veloce.

In March 2009, we entered into a master technology license agreement (“TLA”) with ARM, a leading semiconductor IP supplier, enabling us thereafter to license specific ARM technology. Subsequent thereto, we licensed under the TLA a new 64-bit version of ARM’s core specification (ARM v8).

Summary Financials

The following tables present a summary of our results of operations for the fiscal years ended March 31, 2012 and 2011 (dollars in thousands):

 

     Fiscal Year Ended March 31,     Increase
(Decrease)
    %
Change
 
     2012     2011      
     Amount     % of Net
Revenue
    Amount     % of Net
Revenue
     

Net revenues

   $ 230,887        100.0   $ 247,710        100.0   $ (16,823     (6.8 )% 

Cost of revenues

     98,804        42.8        95,282        38.5        3,522        3.7   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

Gross profit

     132,083        57.2        152,428        61.5        (20,345     (13.3

Total operating expenses

     225,527        97.7        163,722        66.1        61,805        37.7   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

Operating loss

     (93,444     (40.5     (11,294     (4.6     (82,150     727.4   

Interest and other income (expense), net

     11,684        5.0        10,687        4.3        997        9.3   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

Loss before income taxes

     (81,760     (35.5     (607     (0.3     (81,153     13,370.0   

Income tax expense

     928        0.3        399        0.1        529        132.6   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

Net loss

   $ (82,688     (35.8 )%    $ (1,006     (0.4 )%    $ (81,682     8,119.5
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

The following tables present a summary of our results of operations for the fiscal years ended March 31, 2011 and 2010 (dollars in thousands):

 

     Fiscal Year Ended March 31,     Increase
(Decrease)
    %
Change
 
     2011     2010      
     Amount     % of Net
Revenue
    Amount     % of Net
Revenue
     

Net revenues

   $ 247,710        100.0   $ 205,598        100.0   $ 42,112        20.5

Cost of revenues

     95,282        38.5        92,931        45.2        2,351        2.5   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

Gross profit

     152,428        61.5        112,667        54.8        39,761        35.3   

Total operating expenses

     163,722        66.1        138,763        67.5        24,959        18.0   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

Operating loss

     (11,294     (4.6     (26,096     (12.7     14,802        56.7   

Interest and other income (expense), net

     10,687        4.3        1,889        0.9        8,798        465.7   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

Loss from continuing operations before income taxes

     (607     (0.3     (24,207     (11.8     23,600        97.5   

Income tax benefit (expense)

     399        0.1        (10,610     (5.2     11,009        103.8   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

Loss from continuing operations

     (1,006     (0.4     (13,597     (6.6     12,591        92.6   

Gain from discontinued operations, net of taxes

     —          —          6,112        3.0        (6,112     (100.0
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

Net loss

   $ (1,006     (0.4 )%    $ (7,485     (3.6 )%    $ 6,479        86.6
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

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Net Revenues. We generate revenues primarily through sales of our IC products, embedded processors and printed circuit board assemblies to OEMs, such as Alcatel-Lucent, Ciena, Cisco, Brocade, Fujitsu, Hitachi, Huawei, Juniper, Ericsson, NEC, Nortel, Nokia Siemens Networks, and Tellabs, who in turn supply their equipment principally to communications service providers.

In November 2009, we entered into a Patent Purchase Agreement (“PPA”) with Acacia Patent Acquisition LLC whereby we agreed to sell a series of our patents, patent applications and associated rights related to certain technologies for an aggregate purchase price of $2.5 million payable over two years and a 25% share of royalty payments for assignment of rights under the sale and/or use of the patents. Due to the nature of the payment terms, related revenue is being recorded as the payments are received.

In July 2008, we also entered into a PPA with QUALCOMM Incorporated whereby we agreed to sell a series of our patents, patent applications and associated rights related to certain technologies for an aggregate purchase price of $33.0 million payable over three years in equal quarterly payments of $3.0 million each beginning in the three months ended December 31, 2008 through March 31, 2011. Due to the nature of the payment terms, related revenue was recorded as the payments were received.

On a sell-through basis, we had approximately 83 days of inventory in the distributor channel at March 31, 2012 as compared to 78 days at March 31, 2011. The increase in inventory days during fiscal 2012 related in part due to the effect of increased revenues from end-of-life product sales that are usually sold on a non-cancellable, non-returnable basis and may take several quarters for the product to be sold-through and decremented from the channel.

The gross margins for our solutions have historically declined over time. Some factors that we expect to cause downward pressure on the gross margins for our products include competitive pricing pressures, unfavorable product mix, the cost sensitivity of our customers particularly in the higher-volume markets, new product introductions by us or our competitors, and capacity constraints in our supply chain. From time to time, for strategic reasons, we may accept orders at less than optimal gross margins in order to facilitate the introduction of, or, market penetration of our new or existing products. To maintain acceptable operating results, we will need to offset any reduction in gross margins of our products by reducing costs, increasing sales volume, developing and introducing new products and developing new generations and versions of existing products on a timely basis.

We classify our revenues into two categories based on the markets that the underlying products serve. The categories are Computing and Connectivity. We use this information to analyze our performance and success in these markets.

We are continuing to focus our current connectivity investments on high growth 10G and faster Ethernet solutions, data center, Optical Transport Network (“OTN”) and enterprise market opportunities while continuing to service the Telecom (SONET/SDH) market. Over time, we believe customers will transition from the SONET/SDH standard to higher speed, lower power products that utilize the OTN standard in order to support the increasing demand for transmission of data over networks. However, the timing and extent of this transition is uncertain due to the significant investment that is needed to convert networks to the OTN standard. As such, the rate of conversion to the OTN standard is, in part, greatly influenced by global economic market conditions. Recessionary type market conditions will result in a slower transition of networks to the OTN standard. Additionally, there can be no assurance that our revenues will increase as the OTN standard is adopted.

The demand for our products has been affected in the past, and may continue to be affected in the future, by various factors, including, but not limited to, the following:

 

   

the timing, rescheduling or cancellation of significant customer orders and our ability, as well as the ability of our customers, to manage inventory corrections;

 

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the qualification, availability and pricing of competing products and technologies and the resulting effects on the sales, pricing and gross margins of our products.

 

   

our ability to specify, develop or acquire, complete, introduce, and market new products and technologies in a cost effective and timely manner;

 

   

the rate at which our present and future customers and end-users adopt our products and technologies in our target markets;

 

   

general economic and market conditions in the semiconductor industry and communications markets;

 

   

combinations of companies in our customer base, resulting in the combined company choosing our competitor’s IC standardization rather than our supported product platforms;

 

   

the gain or loss of one or more key customers, or their key customers, or significant changes in the financial condition of one or more of our key customers or their key customers;

 

   

our expectation of a market ramp for our products could be incorrect and such ramp could get pushed out or not happen at all;

 

   

our ability to meet customer demand due to capacity constraints at our suppliers; and

 

   

natural disasters that could affect our supply chain or our customer’s supply chain which would affect their requirements of our products.

For these and other reasons, our net revenue and results of operations for the three fiscal years ended March 31, 2012 may not necessarily be indicative of future net revenue and results of operations.

Based on direct shipments, net revenues to customers that was equal to or greater than 10% of total net revenues in any of the three years ended March 31, 2012 were as follows:

 

     2012     2011     2010  

Avnet (distributor)

     20     29     30

Wintec (global logistics provider)

     20     —          —     

Flextronics (sub-contract manufacturer)

     11     —          —     

Hon Hai (sub-contract manufacturer)

     *        14     13

 

* Less than 10% of total net revenues for period indicated.

We expect that our largest customers will continue to account for a substantial portion of our net revenue for the foreseeable future.

Net revenues by geographic region were as follows (in thousands):

 

     Fiscal Years Ended March 31,  
     2012      2011      2010  

United States of America

   $ 99,214       $ 81,113       $ 68,817   

Taiwan*

     20,950         45,489         33,118   

Hong Kong

     21,458         24,747         16,171   

China

     4,503         9,030         15,427   

Europe

     41,691         45,714         35,372   

Japan

     13,596         9,305         5,580   

Malaysia

     8,276         8,258         3,843   

Singapore

     14,011         11,808         16,123   

Other Asia

     5,790         9,394         2,597   

Other

     1,398         2,852         8,550   
  

 

 

    

 

 

    

 

 

 
   $ 230,887       $ 247,710       $ 205,598   
  

 

 

    

 

 

    

 

 

 

 

* The change is primarily due to a major end customer changing its logistics management program.

 

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All of our revenues are primarily denominated in U.S. dollars, other than revenues that account for less than 10% of our total revenues, which are denominated primarily in Danish Kroner.

Key non-GAAP measurements. We use certain non-GAAP metrics such as Adjusted Earnings Before Interest, Taxes, Depreciation and Amortization (“Adjusted EBITDA”) to measure our performance. We define Adjusted EBITDA as net income (loss), less interest income, income taxes, depreciation and amortization, stock-based compensation, amortization of intangibles and other one-time and/or non-cash items. The following table reconciles Adjusted EBITDA to the accompanying financial statements (in thousands):

 

     Fiscal Years Ended March 31,  
     2012     2011     2010  

Net loss

   $ (82,688   $ (1,006   $ (7,485

Adjustment to net loss:

      

Interest and other income, net

     (3,794     (5,403     (6,816

Stock-based compensation expense

     18,374        16,684        13,682   

Amortization of purchased intangibles

     6,754        17,162        16,117   

Restructuring charges

     875        532        746   

Veloce accrued liability

     60,400        —          —     

Impairment of marketable securities*

     (743     (5,284     2,927   

Depreciation

     10,009        8,834        8,301   

(Gain) impairment on strategic investments, net

     (7,147     —          2,000   

Acquisition related adjustment

     (2,532     859        —     

Other and income tax adjustment

     938        403        (10,610

Gain from discontinued operations

     —          —          (6,112
  

 

 

   

 

 

   

 

 

 

Adjusted EBITDA

   $ 446      $ 32,781      $ 12,750   
  

 

 

   

 

 

   

 

 

 

 

* For non-GAAP purposes, any gain or loss relating to marketable securities is not recognized until the underlying securities are sold and the actual gain or loss is realized.

We believe that Adjusted EBITDA is a useful supplemental measure of our operation’s performance because it helps investors evaluate and compare the results of operations from period to period by removing the accounting impact of the Company’s financing strategies, tax provisions, depreciation and amortization, restructuring charges, stock based compensation expense, discontinued operations and certain other operating items. We adjust for these excluded items because we believe that, in general, these items possess one or more of the following characteristics: their magnitude and timing is largely outside of the Company’s control; they are unrelated to the ongoing operations of the business in the ordinary course; they are unusual or infrequent and the Company does not expect them to occur in the ordinary course of business; or they are non-cash expenses.

Adjusted EBITDA is not a measure determined in accordance with generally accepted accounting principles in the United States, or GAAP, and should not be considered a substitute for operating income, net income or any other measure determined in accordance with GAAP. Adjusted EBITDA should not be considered in isolation or as a substitute for measures of performance prepared in accordance with GAAP. Adjusted EBITDA is used by our management as a measure of operating efficiency and overall financial performance for benchmarking against our peers and competitors and is used as a metric to determine the performance vesting of our three-year Restricted Stock Unit grants issued in May 2009 (the “EBITDA Grants”) and May 2011 (the “EBITDA2 Grants”). Management believes Adjusted EBITDA provides meaningful supplemental information regarding the underlying operating performance of our business. Management also believes that Adjusted EBITDA is useful to investors because it is frequently used by securities analysts, investors and other interested parties to evaluate the Company.

The book-to-bill ratio is another metric commonly used by investors to compare and evaluate technology and semiconductor companies. The book-to-bill ratio is a demand-to-supply ratio that compares the total amount

 

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of orders received to the total amount of orders filled. This ratio tells whether the Company has more orders than it delivered (if greater than 1), has the same amount of orders that it delivered (equals 1), or has less orders than it delivered (under 1). Though the ratio provides an indicator of whether orders are rising or falling, it does not consider the timing of or if the order will result in future revenues. Our book-to-bill ratio at March 31, 2012, 2011 and 2010 was 0.8, 1.0 and 1.3, respectively.

CRITICAL ACCOUNTING POLICIES

The preparation of financial statements in accordance with accounting principles generally accepted in the United States requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of net revenue and expenses in the reporting period. We regularly evaluate our estimates and assumptions related to: inventory valuation and capitalized mask set costs, which affect our cost of sales and gross profit; the valuation of goodwill and purchased intangibles, which has in the past affected, and could in the future affect, our impairment charges to write down the carrying value of purchased intangibles and the amount of related periodic amortization expense recorded for definite-lived intangibles; the valuation of the Veloce consideration which affects operating expenses; and an evaluation of other-than-temporary impairment of our investments, which affects the amount and timing of write-down charges. We also have other key accounting policies, such as our policies for stock-based compensation and revenue recognition. The methods, estimates and judgments we use in applying these critical accounting policies have a significant impact on the results we report in our financial statements. We base our estimates and assumptions on historical experience and on various other factors that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. The actual results experienced by us may differ materially and adversely from management’s estimates. To the extent there are material differences between our estimates and the actual results, our future results of operations will be affected.

We believe the following critical accounting policies require us to make significant judgments and estimates in the preparation of our consolidated financial statements.

Investments

We hold a variety of securities that have varied underlying investments. We review our investment portfolio periodically to assess for other-than-temporary impairment. We assess the existence of impairment of our investments in order to determine the classification of the impairment as “temporary” or “other-than-temporary”. The factors used to determine whether an impairment is temporary or other-than-temporary involves considerable judgment. The factors we consider in determining whether any individual impairment is temporary or other-than-temporary are primarily the length of the time and the extent to which the market value has been less than amortized cost, the nature of underlying assets (including the degree of collateralization), the financial condition, credit rating, market liquidity conditions and near-term prospects of the issuer. If the fair value of a debt security is less than its amortized cost basis at the balance sheet date, an assessment would have to be made as to whether the impairment is other-than-temporary. If we decided to sell the security, an other-than-temporary impairment shall be considered to have occurred. However, if we do not intend to sell the debt security, we shall consider available evidence to assess whether it is more likely than not we will be required to sell the security before the recovery of its amortized cost basis due to cash, working capital requirements, contractual or regulatory obligations indicate that the security will be required to be sold before a forecasted recovery occurs. If it is more likely than not that we are required to sell the security before recovery of its amortized cost basis, an other-than-temporary impairment is considered to have occurred. If we do not expect to recover the entire amortized cost basis of the security, we would not be able to assert that we will recover its amortized cost basis even if we do not intend to sell the security. Therefore, in those situations, an other-than-temporary impairment shall be considered to have occurred. We use present value cash flow models to determine whether the entire amortized cost basis of the security will be recovered. We will compare the present value of cash flows expected to be collected from the security with the amortized cost basis of the security. An other-than-temporary impairment is said to have occurred if the present value of cash flows expected to be collected is less

 

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than the amortized cost basis of the security. In the fiscal year ended March 31, 2012, we did not record any other-than-temporary impairment charges. As of March 31, 2012, we did not record an impairment charge in connection with other securities in a continuous loss position (fair value less than carrying value) with unrealized losses of $1.7 million as we believe that such unrealized losses are temporary. In addition, we also had $7.5 million in unrealized gains. For the fiscal years ended March 31, 2011 and 2010, we recorded other-than-temporary impairment charges of zero and $4.1 million, respectively.

Veloce Consideration

We periodically evaluate the progress of the development work that is performed by our VIE, Veloce, in connection with our contractual arrangement with Veloce. Based on such an evaluation as well as considering various other qualitative factors, we assess the estimated timing and probability of attaining certain performance milestones. Upon assessing a milestone as probable of achievement, the expense that is recognized considers the stage of product development and estimating the performance metrics that will be achieved. The consideration that we will pay for each performance milestone is based upon the timing and the performance metrics that will ultimately be achieved. Significant judgment is required to assess estimated timing and the probability of achieving the performance milestones and determining the amount of expense to be recognized.

Based on our assessment as of March 31, 2012, we concluded that one of the milestones was probable of being attained and accordingly we recognized $60.4 million of research and development expense. Our probability determination included both an evaluation of the current stage of product development and the remaining risks associated with attaining completion of the milestone. The amount of expense recognized included consideration of our revised contractual arrangement with Veloce which was executed on April 5, 2012 and for which we have committed to pay $60.4 million upon the occurrence of certain events which are expected to occur during the first quarter of fiscal 2013.

The additional performance milestones included in our contractual arrangement that was in effect as of March 31, 2012 are not considered probable of being achieved. No expense was recognized in connection with these milestones during any of the periods presented.

Inventory Valuation

Our policy is to value inventories at the lower of cost or market on a part-by-part basis. This policy requires us to make estimates regarding the market value of our inventories, including an assessment of excess or obsolete inventories. We determine excess and obsolete inventories based on an estimate of the future demand for our products within a specified time horizon, generally 12 months. The estimates we use for future demand are also used for near-term capacity planning and inventory purchasing and are consistent with our revenue forecasts. If our demand forecast is greater than our actual demand we may be required to take additional excess inventory charges, which would decrease gross margin and net operating results. Any impairment charges taken establishes a new cost basis for the underlying inventory and the cost basis for such inventory is not marked-up on changes in circumstances until a gain is realized upon its eventual sale. This accounting is consistent with the guidance provided by SAB Topic 5-BB. To illustrate the sensitivity of inventory valuations to future estimates, as of March 31, 2012, reducing our future demand estimate to six months would decrease our current inventory valuation by approximately $2.4 million or increasing our future demand forecast to 18 months would not have any significant effect on our current inventory valuation.

Purchased Definite-Lived Intangible Assets and Other Long-Lived Assets

We evaluate our long-lived assets such as property, plant and equipment and purchased intangible assets with finite lives, for impairment whenever events or changes in circumstances indicate the carrying value of an asset or asset group may not be recoverable. The carrying value of an asset or asset group is not recoverable if the

 

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amount of undiscounted future cash flows the assets are expected to generate (including any net proceeds expected from the disposal of the asset) are less than its carrying value. When we identify an impairment has occurred, we reduce the carrying value of the assets to its comparable market value (if available and appropriate) or to its estimated fair value based on a discounted cash flow approach.

Revenue Recognition

We recognize revenue based on four basic criteria: 1) there is evidence that an arrangement exists; 2) delivery has occurred; 3) the fee is fixed or determinable; and 4) collectability is reasonably assured. We recognize revenue upon determination that all criteria for revenue recognition have been met. In addition, we do not recognize revenue until the applicable customer’s acceptance criteria have been met. The criteria are usually met at the time of product shipment. Our standard terms and conditions of sale do not allow for product returns and we generally do not allow product returns other than under warranty or stock rotation agreements. Revenue from shipments to distributors is recognized upon shipment. In addition, we record reductions to revenue for estimated allowances such as returns not pursuant to contractual rights, competitive pricing programs and rebates. These estimates are based on our experience with stock rotations and the contractual terms of the competitive pricing and rebate programs. Royalty revenues are recognized when cash is received, only when royalty amounts cannot be reasonably estimated. Royalty revenues are based upon sales of our customer’s products that include our technology.

Shipping terms are generally FCA (Free Carrier) shipping point. If actual returns or pricing adjustments exceed our estimates, we would record additional reductions to revenue.

From time to time we generate revenue from the sale of our internally developed IP. We generally recognize revenue from the sale of IP when all basic criteria outlined above are met, which is generally when the payments are received.

Mask Costs

We incur significant costs for the fabrication of masks used by our contract manufacturers to manufacture our products. If we determine, at the time the cost for the fabrication of masks are incurred, that technological feasibility of the product has been achieved, we consider the nature of these costs to be pre-production costs. Accordingly, such costs are capitalized as property and equipment under machinery and equipment and are amortized as cost of sales over approximately three years, representing the estimated production period of the product. If we determine, at the time fabrication mask costs are incurred, that either technological feasibility of the product has not occurred or that the mask is not reasonably expected to be used in production manufacturing or that the commercial feasibility of the product is uncertain, the related mask costs are expensed to R&D in the period in which the costs are incurred. We will also periodically assess capitalized mask costs for impairment. During the fiscal years ended March 31, 2012 and 2011, total mask costs capitalized was $4.8 million and $4.7 million, respectively.

Stock-Based Compensation Expense

All share-based payments, including grants of stock options, restricted stock units and employee stock purchase rights, are required to be recognized in our financial statements based on their respective grant date fair values. The fair value of each employee stock option and employee stock purchase right is estimated on the date of grant using an option pricing model that meets certain requirements. We currently use the Black-Scholes option pricing model to estimate the fair value of our share-based payments, excluding RSUs, which we use the fair market value of our common stock. The fair values generated by the Black-Scholes model may not be indicative of the actual fair values of our stock-based awards as it does not consider certain factors important to stock-based awards, such as continued employment, periodic vesting requirements and limited transferability. The determination of the fair value of share-based payment awards utilizing the Black-Scholes model is affected

 

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by our stock price and a number of assumptions, including expected volatility, expected life, risk-free interest rate and expected dividends. We estimate the expected volatility of our stock options at grant date by equally weighting the historical volatility and the implied volatility of our stock over specific periods of time as the expected volatility assumption required in the Black-Scholes model. The expected life of the stock options is based on historical and other data including life of the option and vesting period. The risk-free interest rate assumption is the implied yield currently available on zero-coupon government issues with a remaining term equal to the expected term. The dividend yield assumption is based on our history and expectation of dividend payouts. The fair value of our restricted stock units is based on the fair market value of our common stock on the date of grant. Forfeitures are required to be estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ significantly from those estimated. We evaluate the assumptions used to value stock-based awards on a quarterly basis. If factors change and we employ different assumptions, stock-based compensation expense may differ significantly from what we have recorded in the past. If there are any modifications or cancellations of the underlying unvested securities, we may be required to accelerate, increase or cancel any remaining unearned stock-based compensation expense. We currently estimate when and if performance-based grants will be earned. If the awards are not considered probable of achievement, no amount of stock-based compensation is recognized. If we consider the award to be probable, expense is recorded over the estimated service period. To the extent that our assumptions are incorrect, the amount of stock-based compensation recorded will be increased or decreased. To the extent that we grant additional equity securities to employees or we assume unvested securities in connection with any acquisitions, our stock-based compensation expense will be increased by the additional unearned compensation resulting from those additional grants or acquisitions.

RESULTS OF OPERATIONS

Comparison of the Fiscal Year Ended March 31, 2012 to the Fiscal Year Ended March 31, 2011

Net Revenues. Net revenues for the fiscal year ended March 31, 2012 were $230.9 million, representing a decrease of 6.8% from the net revenues of $247.7 million for the fiscal year ended March 31, 2011. We classify our revenues into two categories based on the markets that the underlying products serve. The categories are Computing and Connectivity (previously called Process and Transport). We use this information to analyze our performance and success in these markets. See the following tables (dollars in thousands):

 

     Fiscal Years Ended March 31,     Increase/
(Decrease)
    %
Change
 
     2012     2011      
     Amount      % of Net
Revenue
    Amount      % of Net
Revenue
     

Computing

   $ 120,608         52.2   $ 123,897         50.0   $ (3,289     (2.7%)   

Connectivity

     110,279         47.8     123,813         50.0     (13,534     (10.9%)   
  

 

 

    

 

 

   

 

 

    

 

 

   

 

 

   
   $ 230,887         100.0   $ 247,710         100.0   $ (16,823     (6.8%)   
  

 

 

    

 

 

   

 

 

    

 

 

   

 

 

   

During the fiscal year ended March 31, 2012, our Computing revenues declined by 2.7% while our Connectivity revenues declined by 10.9%. The overall revenue decline was spread across both the Computing and Connectivity product families and was as a result of lower demand for our products due to overall softness in the macro conditions. In addition, the revenues for our Connectivity products were lower due to the delay in the overall OTN infrastructure build-out and the impact of the end of licensing revenues related to the sale of IP to Qualcomm.

 

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Gross Profit. The following table presents net revenues, cost of revenues and gross profit for the fiscal years ended March 31, 2012 and 2011 (dollars in thousands):

 

     Fiscal Years Ended March 31,     Increase/
(Decrease)
    %
Change
 
   2012     2011      
   Amount      % of Net
Revenue
    Amount      % of Net
Revenue
     

Net revenues

   $ 230,887         100.0   $ 247,710         100.0   $ (16,823     (6.8%

Cost of revenues

     98,804         42.8     95,282         38.5     3,522        3.7%   
  

 

 

    

 

 

   

 

 

    

 

 

   

 

 

   

Gross profit

   $ 132,083         57.2   $ 152,428         61.5   $ (20,345     (13.3%
  

 

 

    

 

 

   

 

 

    

 

 

   

 

 

   

The gross profit percentage for the fiscal year ended March 31, 2012 decreased to 57.2%, compared to 61.5% for the fiscal year ended March 31, 2011. The decrease in our gross profit percentage, excluding the impact of amortization of purchased intangibles, was 58.8% and 66.3% for the fiscal years ended March 31, 2012 and 2011, respectively. The decrease in our gross profit percentage was primarily due to an overall decline in both Computing and Connectivity product margins arising out of lower licensing revenues, unfavorable product mix and declining average selling prices.

The amortization of purchased intangible assets included in cost of revenues during the fiscal year ended March 31, 2012 was $3.6 million, compared to $11.9 million for the fiscal year ended March 31, 2011. The decrease was primarily due to certain purchased intangible assets being fully amortized during the fiscal year ended March 31, 2011 resulting in a lower amortization charge in the current fiscal year ended March 31, 2012. Future acquisitions of businesses may result in substantial additional charges, which may impact the gross profit percentage in future periods.

Research and Development and Selling, General and Administrative Expenses. The following table presents research and development and selling, general and administrative (“SG&A”) expenses for the fiscal years ended March 31, 2012 and 2011 (dollars in thousands):

 

     Fiscal Years Ended March 31,      Increase     %
Change
 
     2012      2011       
     Amount      % of Net
Revenue
     Amount      % of Net
Revenue
      

Research and development

   $ 175,656         76.1%       $ 108,732         43.9%       $ 66,924        61.5%   

Selling, general and administrative

   $ 45,794         19.8%       $ 49,173         19.9%       $ (3,379     (6.9%

Research and Development. Increases in research and development (“R&D”) expenses are primarily driven by the effect of the merger and consolidation of Veloce, our VIE, our internal costs related to the ARM 64-bit silicon server development effort, and the costs relating to TPack, an entity we acquired in September 2010, offset by a decrease in other R&D expenses. Total consolidated R&D expenses consist primarily of salaries and related costs (including stock-based compensation) of employees engaged in research, design and development activities, costs related to engineering design tools, subcontracting costs and facilities expenses.

We recorded an initial consideration of $60.4 million as of March 31, 2012 relating to the Veloce merger as the consummation of this merger was considered probable as of this date. For accounting purposes, the initial consideration of $60.4 million is considered a compensatory R&D expenditure (as the merger consideration is primarily to acquire the R&D employees of Veloce) which will be paid out in cash or equity, or a combination thereof, at the discretion of the Company. Assuming that the acquisition of Veloce occurs in June 2012, approximately $25 million to $30 million of the $60.4 million will be payable upon the closing of the acquisition, and the remaining portion of the $60.4 million will be payable upon the completion of certain post-closing development milestones and the continued vesting of time-based Veloce common stock and other equity awards. Additional purchase consideration will be recorded and amortized in future periods, if and when the additional development milestones are achieved. Refer to note 4 for further details relating to Veloce.

 

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The increase in R&D expenses of 61.5% for the fiscal year ended March 31, 2012 compared to the fiscal year ended March 31, 2011, was primarily due to $60.4 million for the Veloce accrued liability and increases of $3.3 million in personnel cost, $1.5 million in stock-based compensation charges, $1.8 million in consumable equipment and software cost, $0.6 million in technology access fees, $1.2 million in corporate allocation expense offset by a decrease of $1.3 million in third party foundry cost, $0.4 million decrease in development cost related to new products and $0.3 million in printed circuit board costs. We believe that a continued commitment to R&D is vital to our goal of maintaining a leadership position with innovative products. In addition to our internal R&D programs, our business strategy includes acquiring products, technologies or businesses from third parties. Future acquisitions of products, technologies or businesses may result in substantial additional on-going R&D costs.

Selling, General and Administrative. Selling, general and administrative (“SG&A”) expenses consist primarily of personnel related expenses (including stock-based compensation), professional and legal fees, corporate branding and facilities expenses. The decrease in SG&A expenses of 6.9% for the fiscal year ended March 31, 2012 compared to the fiscal year ended March 31, 2011, was primarily due to a $2.5 million reversal of certain acquisition related contingencies and reductions relating to $0.9 million of acquisition related expenses, $0.8 million in contractor costs, $0.4 million in travel and entertainment, $0.3 million in marketing costs offset by an increase of $0.8 million corporate allocation expense, $0.4 million in stock compensation expense and $0.4 million in professional service fees. Future acquisitions of products, technologies or businesses may result in substantial additional on-going SG&A costs.

Stock-Based Compensation. The following table presents stock-based compensation expense for the fiscal years ended March 31, 2012 and 2011, which was included in the tables above (dollars in thousands):

 

     Fiscal Years Ended March 31,     Increase/
(Decrease)
    %
Change
 
     2012     2011      
     Amount      % of Net
Revenue
    Amount      % of Net
Revenue
     

Costs of revenues

   $ 432         0.2   $ 651         0.3   $ (219     (33.6 %) 

Research and development

     10,496         4.5        9,000         3.6        1,496        16.6   

Selling, general and administrative

     7,446         3.2        7,033         2.8        413        5.9   
  

 

 

    

 

 

   

 

 

    

 

 

   

 

 

   
   $ 18,374         7.9   $ 16,684         6.7   $ 1,690        10.1
  

 

 

    

 

 

   

 

 

    

 

 

   

 

 

   

The increase in stock-based compensation of 10.1% during the fiscal year ended March 31, 2012 compared to the fiscal year ended March 31, 2011 was primarily due to the vesting of performance based awards, additional equity awards from increased headcount and higher ESPP employee participation during the year. Vesting of the EBITDA and EBITDA2 Grants is subject to (i) the Company’s performance as measured by earnings before interest, taxes, depreciation and amortization (“EBITDA”), and (ii) individual performance as measured by the accomplishment of goals and objectives. Vesting of our Performance Retention Grants are subject to (i) the accomplishment of goals and objectives of the individual’s business unit and (ii) individual performance as measured by the accomplishment of individual goals and objectives. The weighted-average period over which the unearned stock-based compensation is expected to be recognized is 18 months. If there are any modifications or cancellations of the underlying unvested securities, we may be required to accelerate, increase or cancel any remaining unearned stock-based compensation expense. Future stock-based compensation expense will increase to the extent that we grant additional equity awards. The value of these grants cannot be predicted at this time because it will depend on the number of share-based payments granted and the then current fair values.

The amount of unearned stock-based compensation currently estimated to be expensed from now through fiscal 2016 related to unvested share-based payment awards at March 31, 2012 is $29.8 million, which includes stock-based compensation from Veloce, our VIE. This expense relates to equity instruments already issued and will not be affected by our future stock price.

 

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Restructuring Charges, net. The restructuring charges recorded during the fiscal year ended March 31, 2012 was primarily for employee severances. During the year ended March 31, 2012, we implemented a restructuring plan as part of our ongoing cost reduction efforts and to better align our global operations to achieve greater efficiencies. We moved more of our functions offshore, which allow us to be closer and more connected to our and our customer’s third party subcontract manufacturers. The April 2011 restructuring plan included eliminating or relocating 25 positions. As a result of the April 2011 restructuring program, we recorded a charge of $0.9 million for employee severances. We anticipate this restructuring plan will reduce our ongoing net operating expenses by $1.5 million to $2.0 million annually. As part of our ongoing cost reduction efforts, we could implement additional restructuring programs and may incur significant additional restructuring charges. For additional information on our restructuring activities, see Note 7 of the Notes to the Consolidated Financial Statements. We have completed all the restructuring activities as described above.

Interest and Other Income, net. The following table presents interest income (expense) and other income, net for the fiscal years ended March 31, 2012 and 2011 (dollars in thousands):

 

     Fiscal Years Ended March 31,     Increase/
Decrease
    %
Change
 
     2012     2011      
     Amount      % of Net
Revenue
    Amount      % of Net
Revenue
     

Interest income, net

   $ 4,247         1.8   $ 9,890         4.0   $ (5,643     (57.1 %) 

Other income, net

   $ 7,437         3.2   $ 797         0.3   $ 6,640        833.1

Interest Income, net. Interest income, net of management fees, reflects interest earned on cash and cash equivalents, short-term investments and marketable securities. The decrease in interest income, net for the year ended March 31, 2012, compared to fiscal year ended March 31, 2011 was primarily due to our lower cash, cash equivalents and short-term investments available-for-sale balances.

Other Income, net. The increase in other income for the fiscal year ended March 31, 2012, compared to the fiscal year ended March 31, 2011 was primarily due to a $8.1 million gain relating to the disposal of a strategic investment and which was partially offset by a $1.0 million impairment for another strategic investment.

Income Taxes. The federal statutory income tax rate was 35% for the fiscal year ended March 31, 2012 and 2011. Income tax expense recorded for the fiscal year ended March 31, 2012 was $0.9 million compared to $0.4 million for the year ended March 31, 2011. The increase in tax expense in fiscal 2012 versus fiscal 2011 is primarily related to an increase in foreign taxes due to expiration of various tax holidays.

Comparison of the Fiscal Year Ended March 31, 2011 to the Fiscal Year Ended March 31, 2010

Net Revenues. Net revenues for the fiscal year ended March 31, 2011 were $247.7 million, representing an increase of 20.5% from the net revenues of $205.6 million for the fiscal year ended March 31, 2010. We classify our revenues into two categories based on the markets that the underlying products serve. The categories are Computing and Connectivity (formerly referred to as “Process” and “Transport”, respectively). We use this information to analyze our performance and success in these markets. See the following tables (dollars in thousands):

 

     Fiscal Years Ended March 31,     Increase      %
Change
 
     2011     2010       
     Amount      % of Net
Revenue
    Amount      % of Net
Revenue
      

Computing

   $ 123,897         50.0   $ 106,374         51.7   $ 17,523         16.5

Connectivity

     123,813         50.0        99,224         48.3        24,589         24.8   
  

 

 

    

 

 

   

 

 

    

 

 

   

 

 

    
   $ 247,710         100.0   $ 205,598         100.0   $ 42,112         20.5
  

 

 

    

 

 

   

 

 

    

 

 

   

 

 

    

 

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During the fiscal year ended March 31, 2011, revenues recovered strongly as the overall market for semiconductor products continued to show improved growth trends. The year over year increase represents the recovery from the recessionary economic conditions and overall softness in demand that was observed during the prior years and the current pace of infrastructure build out. Though revenues increased year over year, revenues decreased in the fourth fiscal quarter compared to the preceding three month period primarily due to inventory corrections in the industry. We expect that additional channel inventories will be consumed over the next several quarters. We expect revenues for the three months ending June 30, 2011 to be approximately $60.5 million, plus or minus $2.0 million. This represents an increase of approximately 3%, compared to the revenues for the three months ended March 31, 2011. Our future revenues could be impacted by various factors, including the duration and the severity of inventory corrections and other factors.

Gross Profit. The following table presents net revenues, cost of revenues and gross profit for the fiscal years ended March 31, 2011 and 2010 (dollars in thousands):

 

     Fiscal Years Ended March 31,     Increase      %
Change
 
   2011     2010       
   Amount      % of Net
Revenue
    Amount      % of Net
Revenue
      

Net revenues

   $ 247,710         100.0   $ 205,598         100.0   $ 42,112         20.5

Cost of revenues

     95,282         38.5        92,931         45.2        2,351         2.5   
  

 

 

    

 

 

   

 

 

    

 

 

   

 

 

    

Gross profit

   $ 152,428         61.5   $ 112,667         54.8   $ 39,761         35.3
  

 

 

    

 

 

   

 

 

    

 

 

   

 

 

    

The gross profit percentage for the fiscal year ended March 31, 2011 increased to 61.5%, compared to 54.8% for the fiscal year ended March 31, 2010. The increase in our gross profit percentage was primarily due to favorable product mix, higher licensing revenues, improved manufacturing yields and efficiencies and the overall impact of increased revenues.

The amortization of purchased intangible assets included in cost of revenues during the fiscal year ended March 31, 2011 was $11.9 million, compared to $12.1 million for the fiscal year ended March 31, 2010. The acquisition of TPack has increased our expected amortization of purchased intangible assets included in cost of revenues by approximately $0.6 million per quarter. The increased expected amortization does not include $1.0 million of in-process R&D. Future acquisitions of businesses may result in substantial additional charges, which may impact the gross profit percentage in future periods.

Research and Development and Selling, General and Administrative Expenses. The following table presents research and development and selling, general and administrative (“SG&A”) expenses for the fiscal years ended March 31, 2011 and 2010 (dollars in thousands):

 

     Fiscal Years Ended March 31,     Increase      %
Change
 
     2011     2010       
     Amount      % of Net
Revenue
    Amount      % of Net
Revenue
      

Research and development

   $ 108,732         43.9   $ 88,096         42.8   $ 20,636         23.4

Selling, general and administrative

   $ 49,173         19.9   $ 45,901         22.3   $ 3,272         7.1

Research and Development. R&D expenses consist primarily of salaries and related costs (including stock-based compensation) of employees engaged in research, design and development activities, costs related to engineering design tools, subcontracting costs and facilities expenses. The increase in R&D expenses of 23.4% for the fiscal year ended March 31, 2011 compared to the fiscal year ended March 31, 2010, was primarily due to an increase of $11.3 million in personnel cost, $2.7 million in stock-based compensation charges, $2.5 million in third party foundry cost, $2.0 million in printed circuit board costs, $1.5 million in contractor costs, $1.2 million in corporate allocation expense, $0.7 million in other miscellaneous expenses, $0.5 million in consumable equipment and software cost, $0.4 million in technology access fees offset by a decrease of $1.5 million in

 

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customer funded non-recurring engineering payments and $0.7 million decrease in development cost of a new processor core. The overall increase in R&D expense is primarily driven by the effect of the consolidation of Veloce, our VIE, and the cost relating to TPack, an entity that we acquired in September 2010. We believe that a continued commitment to R&D is vital to our goal of maintaining a leadership position with innovative products. In addition to our internal R&D programs, our business strategy includes acquiring products, technologies or businesses from third parties. Future acquisitions of products, technologies or businesses may result in substantial additional on-going R&D costs.

Selling, General and Administrative. SG&A expenses consist primarily of personnel-related expenses, professional and legal fees, corporate branding and facilities expenses. The increase in SG&A expenses of 7.1% for the fiscal year ended March 31, 2011 compared to the fiscal year ended March 31, 2010, was primarily due to an increase of $2.0 million in contractor costs, $1.0 million in personnel cost, $0.9 million in TPack acquisition costs, $0.8 million in indirect materials and services, $0.5 million in travel expenses offset by a decrease of $1.1 million in professional service fees and $0.9 million in taxes and licensing fees. Future acquisitions of products, technologies or businesses may result in substantial additional on-going SG&A costs.

Stock-Based Compensation. The following table presents stock-based compensation expense for the fiscal years ended March 31, 2011 and 2010, which was included in the tables above (dollars in thousands):

 

     Fiscal Years Ended March 31,     Increase      %
Change
 
     2011     2010       
     Amount      % of Net
Revenue
    Amount      % of Net
Revenue
      

Costs of revenues

   $ 651         0.3   $ 587         0.3   $ 64         10.9

Research and development

     9,000         3.6        6,268         3.0        2,732         43.6   

Selling, general and administrative

     7,033         2.8        6,827         3.3        206         3.0   
  

 

 

    

 

 

   

 

 

    

 

 

   

 

 

    
   $ 16,684         6.7   $ 13,682         6.6   $ 3,002         21.9
  

 

 

    

 

 

   

 

 

    

 

 

   

 

 

    

The amount of unearned stock-based compensation currently estimated to be expensed from now through fiscal 2015 related to unvested share-based payment awards at March 31, 2011 is $26.7 million, which includes stock-based compensation from Veloce, our VIE. This expense relates to equity instruments already issued and will not be affected by our future stock price. Vesting of the EBITDA Grants is subject to (i) the Company’s performance as measured by earnings before interest, taxes, depreciation and amortization (“EBITDA”), and (ii) individual performance as measured by the accomplishment of goals and objectives. The weighted-average period over which the unearned stock-based compensation is expected to be recognized is approximately 2.1 years. If there are any modifications or cancellations of the underlying unvested securities, we may be required to accelerate, increase or cancel any remaining unearned stock-based compensation expense. Future stock-based compensation expense will increase to the extent that we grant additional equity awards. The value of these grants cannot be predicted at this time because it will depend on the number of share-based payments granted and the then current fair values.

Restructuring Charges, net. The restructuring charges recorded during the fiscal year ended March 31, 2011 was primarily for employee severances.

Interest and Other Income, net. The following table presents interest income (expense) and other income, net for the fiscal years ended March 31, 2011 and 2010 (dollars in thousands):

 

     Fiscal Years Ended March 31,     Increase      %
Change
 
     2011     2010       
     Amount      % of Net
Revenue
    Amount     % of Net
Revenue
      

Interest income (expense), net and other-than-temporary impairment

   $ 9,890         4.0   $ 3,440        1.7   $ 6,450         187.5

Other income (expense), net

   $ 797         0.3   $ (1,551     (0.8 )%    $ 2,348         151.4

 

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Interest Income (Expense) and Other-Than-Temporary Impairment, net. Interest income and other-than-temporary impairment, net of management fees and other-than-temporary impairment, reflects interest earned on cash and cash equivalents, short-term investments and marketable securities. The increase in interest income and other-than-temporary impairment, net for the fiscal year ended March 31, 2011, compared to the fiscal year ended March 31, 2010 was primarily due to gains that were realized from the sale of securities in our investment portfolio in the current fiscal year and an other-than-temporary impairment charge of $4.1 million in the prior fiscal year.

Other Income, net. The increase in other income for the fiscal year ended March 31, 2011, compared to the fiscal year ended March 31, 2010 was primarily due to $2.0 million impairment for a strategic investment in the prior fiscal year.

Income Taxes. The federal statutory income tax rate was 35% for the fiscal year ended March 31, 2011 and 2010. The benefit recorded during the fiscal year ended March 31, 2010, related primarily to the gains from discontinued operations, other comprehensive income and an increase in refundable tax credits. For the fiscal year ended March 31, 2011, the Company had no gains or losses relating to discontinued operations. Tax expense during the fiscal year ended March 31, 2011 primarily consisted of state and foreign taxes.

Discontinued Operations. We completed the sale of our 3ware storage adapter business (“Storage Business”) to LSI Corporation on April 21, 2009. Under the Purchase Agreement, we substantially sold all of the operating assets (other than patents) of our Storage Business. The assets sold included customer contracts, inventory, fixed assets, certain intellectual property and other assets, as well as rights to the name “3ware.” The purchase price for the Transaction was approximately $20.0 million, subject to adjustments based on the level of inventory and products in the channel at the closing of the Transaction. After adjustments for the level of inventory of $0.7 million and products in the channel of $0.8 million, the final adjusted price of the Transaction was approximately $21.5 million. During the fiscal year ended March 31, 2010, we reached an agreement with LSI Corporation to end the warranty support portion of the Purchase Agreement. We recorded a net gain of $11.4 million from the sale during the fiscal year ended March 31, 2010. During the fiscal year ended March 31, 2010, we recognized a tax charge of approximately $4.2 million to discontinued operations in connection with the sale of our 3ware storage adapter business and concurrently recorded the same amount as an income tax benefit to continuing operations.

FINANCIAL CONDITION AND LIQUIDITY

Overview

As of March 31, 2012, our principal source of liquidity consisted of $113.8 million in cash, cash equivalents and short-term investments, which is approximately $1.84 per share of outstanding common stock as compared to $2.64 per share at March 31, 2011. Working capital as of March 31, 2012 was $118.6 million. Total cash, cash equivalents, and short-term investments decreased by $54.2 million during the year ended March 31, 2012, primarily due to the repurchases of our common stock for $30.8 million, purchase of property and equipment of $13.3 million, cash used for operations of $9.3 million, purchases of strategic investments of $4.8 million and the funding of restricted stock units withheld for taxes of $2.9 million offset by proceeds from stock issuance of $6.7 million. At March 31, 2012, we had contractual obligations not included on our balance sheet totaling $93.3 million, primarily related to facility leases, IP licenses, engineering design software tool licenses, non-cancelable inventory purchase commitments and liability for uncertain tax positions.

For the fiscal year ended March 31, 2012, we used $9.3 million of cash in our operations compared to generating $31.0 million for the fiscal year ended March 31, 2011. Our net loss of $82.7 million for fiscal the year ended March 31, 2012 included $84.3 million of non-cash charges consisting of $60.4 million of Veloce purchase price consideration expense, $8.4 million of depreciation, $6.8 million of amortization of purchased intangibles and $18.4 million of stock-based compensation, offset by a $2.5 million reduction to the estimated

 

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fair value of acquisition related adjustment (relating to our Tpack acquisition in fiscal 2011) and a net $7.1 million gain on strategic equity investments. The remaining change in operating cash flows for the fiscal year ended March 31, 2012 primarily reflected increases in accounts receivable and other assets, and decreases in inventories, accounts payable, accrued payroll and other accrued liabilities and deferred revenue. Our net loss of $1.0 million for the fiscal year ended March 31, 2011 included $39.9 million of non-cash charges consisting of $7.2 million of depreciation, $17.2 million of amortization of purchased intangibles, $16.7 million of stock-based compensation and a credit of $1.2 million related to the capitalization of prior years mask set costs. The remaining change in operating cash flows for the fiscal year ended March 31, 2011 primarily reflected decreases in accounts receivable and other assets and increases in inventories, accounts payable, accrued payroll and other accrued liabilities, and deferred revenue. Our overall quarterly days sales outstanding were 42 days and 31 days for the fourth fiscal quarter ended March 31, 2012 and March 31, 2011, respectively. Increase in the revenues generated during the last month of the quarter ended March 31, 2012 compared to the same period for the quarter ended March 31, 2011 was the primary reason for the increase in our days’ sales outstanding.

We used $19.8 million in cash from our investing activities during the fiscal year ended March 31, 2012, compared to using $39.3 million during the fiscal year ended March 31, 2011. During the fiscal year ended March 31, 2012, we used $1.8 million for net short-term investment activities, $13.3 million for the purchase of property and equipment and $4.8 million for purchases of strategic investments.

We used net cash of $27.2 million for our financing activities during the fiscal year ended March 31, 2012, compared to $29.8 million during the fiscal year ended March 31, 2011. The major financing use of cash for the fiscal year ended March 31, 2012 was the funding of our structured stock repurchase agreements for $10.0 million, $20.9 million for the open market repurchases of common stock, restricted stock units withheld for taxes of $2.9 million offset by proceeds of $6.7 million from the issuances of our common stock.

Veloce Merger

The Company proposes to acquire Veloce in accordance with the terms and conditions of the Agreement and Plan of Merger, entered into as of May 17, 2009, as amended by Amendment No. 1 to Agreement and Plan of Merger dated as of November 8, 2010 and Amendment No. 2 to Agreement and Plan of Merger dated as of April 5, 2012 (the “Merger Agreement”). Pursuant to the Merger Agreement, achievement of a specified FPGA product development milestone by Veloce will trigger the merger, subject to the satisfaction or waiver of certain closing conditions (the “Merger”).

In and as a result of the Merger a portion of the total consideration in the Merger, consisting of the following aggregate amounts, will become payable, at the Company’s election, in cash, shares of the Company’s common stock, or a combination of the two:

 

   

$60.4 million upon the closing of the Merger (the “Closing”); and

 

   

An additional amount that is expected to range from $0 to up to $75 million, in the event that certain post-Closing performance-based product development milestones are achieved.

The Company anticipates that approximately $25 million to $30 million of the $60.4 million will be paid out at Closing. The payment we will make at Closing could consist of both cash and shares of the Company’s stock. The number of shares of the Company’s stock we issue could vary but we currently expect to keep dilution of our common stock to less than ten percent.

Although we currently believe we have adequate liquidity to operate normally, our cash balances could decrement significantly if we decide to pay for the Veloce acquisition using a greater proportion of cash or if our normal operations require us to expend more cash. If our cash balances decline significantly, we may be faced with liquidity issues and may be forced to raise capital from other sources, which may or may not be possible to do so on reasonable terms.

 

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Stock Repurchase Program

In August 2004, our Board of Directors authorized a stock repurchase program for the repurchase of up to $200.0 million of our common stock. Under the program, we are authorized to make purchases in the open market or enter into structured agreements. In October 2008, our Board of Directors increased the stock repurchase program by $100.0 million. During the fiscal year ended March 31, 2012, 3.5 million shares were repurchased on the open market at a weighted average price of $5.98 per share. During the fiscal year ended March 31, 2011, 3.7 million shares were repurchased on the open market at a weighted average price of $10.70 per share. All repurchased shares were retired upon delivery to us. As of March 31, 2012, we had $16.5 million available in our stock repurchase program.

In February 2011, we entered into a Rule 10b5-1 plan to repurchase up to 3.0 million shares of its common stock at various price parameters. We cancelled this Rule 10b5-1 plan in May 2011. Included in the open market repurchases during the three months ended June 30, 2011 is 0.3 million shares that were repurchased under this Rule 10b5-1 plan at a weighted average price of $9.98 per share. At the time this Rule 10b5-1 plan was cancelled, we repurchased 1.0 million shares at a weighted average price of $10.00 per share under this Rule 10b5-1 plan.

We also utilize structured stock repurchase agreements to buy back shares which are prepaid written put options on our common stock. We pay a fixed sum of cash upon execution of each agreement in exchange for the right to receive either a pre-determined amount of cash or stock depending on the closing market price of our common stock on the expiration date of the agreement. Upon expiration of each agreement, if the closing market price of our common stock is above the pre-determined price, we will have our cash investment returned with a premium. If the closing market price is at or below the pre-determined price, we will receive the number of shares specified at the agreement inception. Any cash received, including the premium, is treated as additional paid in capital on the balance sheet.

During the fiscal year ended March 31, 2012 and 2011, we entered into structured stock repurchase agreements totaling $10.0 million during each period. For those agreements that settled during the fiscal year ended March 31, 2012, we received 1.0 million in shares of our common stock at an effective purchase price of $9.74 per share. For those agreements that settled during fiscal year ended March 31, 2011, we received $15.5 million in cash and 0.5 million in shares of our common stock at an effective purchase price of $10.01 per share. At March 31, 2012, we had no outstanding structured stock repurchase agreements.

TPack Acquisition

On September 17, 2010, we acquired TPack A/S, a Corporation organized under the laws of Denmark, in accordance with the terms and conditions of the stock purchase agreement dated August 17, 2010. The total consideration paid at the closing of the transaction was approximately $32 million. The former TPack shareholders may also earn up to approximately $5 million in additional consideration, subject to the achievement of certain revenue and performance milestones by TPack within 18 months after the acquisition. As of March 31, 2012, we have accrued a contingent consideration liability of approximately $0.6 million. Approximately $5 million was placed in escrow to secure the indemnification obligations of TPack which is included in the purchase price allocation and which was released in April 2012. See Note 12 of the Notes to the Consolidated Financial Statements for further discussion

Other

Our aggregate fixed commitments payable over the next five years for licensing fees relating to our R&D efforts, including our licensed IP, technology, product design, test and verification tools, are approximately $23.9 million. These amounts are also included in the table below.

 

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The following table summarizes our contractual operating leases and other purchase commitments as of March 31, 2012 (in thousands):

 

     Operating
Leases
     Other
Purchase
Commitments
    Total  

Fiscal Years Ending March 31, 2013

   $ 2,337       $ 75,201   $ 77,538   

2014

     2,062         8,253        10,315   

2015

     950         4,132        5,082   

2016

     155         244        399   
  

 

 

    

 

 

   

 

 

 

Total minimum payments

   $ 5,504       $ 87,830      $ 93,334   
  

 

 

    

 

 

   

 

 

 

 

* Includes liability for uncertain tax positions of $43.2 million including interest and penalties. Due to the high degree of uncertainty regarding the timing of potential future cash flows associated with these liabilities, we are unable to make a reasonably reliable estimate of the amount and period in which these liabilities might be paid.

Off-Balance Sheet Arrangements

We did not have any off-balance sheet arrangements as at March 31, 2012.

We believe that our available cash, cash equivalents and short-term investments will be sufficient to meet our capital requirements and fund our operations for at least the next 12 months, although we could elect or could be required to raise additional capital during such period. There can be no assurance that such additional debt or equity financing will be available on commercially reasonable terms or at all. Although we currently believe we have adequate liquidity to operate normally, our cash balances could decrement significantly if we decide to pay for the Veloce acquisition using a greater proportion of cash or our normal operations requires us to expend more cash. If our cash balances decline significantly, we may be faced with liquidity issues and may be forced to raise capital from other sources, which may or may not be possible to do so on reasonable terms.

 

Item 7A. Quantitative and Qualitative Disclosure About Market Risk.

Market risk is the potential loss arising from adverse changes in market rates and prices, such as foreign currency exchange rates, interest rates and a decline in the stock market. We are exposed to market risks related to changes in interest rates and foreign currency exchange rates.

We maintain an investment portfolio of various holdings, types of instruments and maturities. These securities are classified as available-for-sale and, consequently, are recorded on our consolidated balance sheets at fair value with unrealized gains or losses reported as a separate component of accumulated other comprehensive income or loss. We have established guidelines relative to diversification and maturities that attempt to maintain safety and liquidity. These guidelines are periodically reviewed and modified to take advantage of interest rate trends. We invest our excess cash in debt instruments of the U.S. Treasury, corporate bonds, commercial paper, mortgage-backed and asset backed securities, and closed-end bond funds, with credit ratings as specified in our investment policy. We also have invested in preferred stocks, which pay quarterly fixed rate dividends. We generally do not utilize derivatives to hedge against increases in interest rates which decrease market values.

We are exposed to market risk as it relates to changes in the market value of our investments. At March 31, 2012, our investment portfolio included short-term securities classified as available-for-sale investments with an aggregate fair market value of $85.8 million and a cost basis of $80.0 million. Substantially all of these securities are subject to interest rate risk, as well as credit risk and liquidity risk, and will decline in value if interest rates increase or an issuer’s credit rating or financial condition is weakened.

 

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The following table presents the hypothetical changes in fair value of our short-term investments held at March 31, 2012 (in thousands):

 

      Valuation of Securities Given an
Interest Rate Decrease of X Basis
Points (“BPS”)
    Fair Value
as of
March 31, 2012
     Valuation of Securities Given an
Interest Rate Increase of X Basis
Points (“BPS”)
 
     (150 BPS)      (100 BPS)      (50 BPS)        50 BPS      100 BPS      150 BPS  

Available-for-sale investments

   $ 88,671       $ 87,773       $ 86,746      $ 85,781       $ 84,823       $ 83,830       $ 83,022   
  

 

 

    

 

 

    

 

 

   

 

 

    

 

 

    

 

 

    

 

 

 

The modeling technique used measures the change in fair market value arising from selected potential changes in interest rates. Market changes reflect immediate hypothetical parallel shifts in the yield curve of plus or minus 50 basis points, 100 basis points, and 150 basis points. While this modeling technique provides a measure of our exposure to market risk, the current economic turbulence could cause interest rates to shift by more than 150 basis points.

We also invest in equity instruments of private companies for business and strategic purposes. These investments are valued based on our historical cost, less any recognized impairments. The estimated fair values are not necessarily representative of the amounts that we could realize in a current transaction.

We generally conduct business, including sales to foreign customers, in U.S. dollars, and as a result, we have limited foreign currency exchange rate risk. We did not enter into any forward currency exchange contract during the fiscal year ended March 31, 2012. Gains and losses on foreign currency forward contracts that are designated and effective as hedges of anticipated transactions, for which a firm commitment has been attained, are deferred and included in the basis of the transaction in the same period that the underlying transaction is settled. Gains and losses on any instruments not meeting the above criteria are recognized in income or expenses in the consolidated statements of operations in the current period.

 

Item 8. Financial Statements and Supplementary Data.

Refer to the Index to Financial Statements on Page F-l.

 

Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure.

None.

 

Item 9A. Controls and Procedures.

Conclusion Regarding the Effectiveness of Disclosure Controls and Procedures

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in the reports we file or submit with the SEC pursuant to the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and that such information is accumulated and communicated to our management, including our Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), as appropriate, to allow for timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management is required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures. In addition, the design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions; over time, a control may become inadequate because of changes in conditions, or the degree of compliance with policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.

 

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As required by Exchange Act Rule 13a-15(b), we conducted an evaluation, under the supervision and with the participation of our management, including our CEO and CFO, of the effectiveness of the design and operation of our disclosure controls and procedures as of March 31, 2012. Based on the foregoing, our CEO and CFO concluded that our disclosure controls and procedures were effective at the reasonable assurance level.

Management’s Report on Internal Control Over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rule 13a-15(f). All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Under the supervision and with the participation of our management, including our CEO and CFO, we conducted an evaluation of the effectiveness of our internal control over financial reporting using the criteria in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on our evaluation using the criteria in Internal Control — Integrated Framework, our management concluded that our internal control over financial reporting was effective as of March 31, 2012.

The effectiveness of our internal control over financial reporting as of March 31, 2012 has been audited by KPMG LLP, an independent registered public accounting firm, as stated in its report, which is included herein.

Changes in Internal Control Over Financial Reporting

There was no change in our internal control over financial reporting that occurred during the most recent quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

 

Item 9B. Other Information.

None.

PART III

 

Item 10. Directors, Executive Officers and Corporate Governance.

(a) Executive Officers — See the section entitled “Executive Officers of the Registrant” in Part I, Item 1, Business, of this Annual Report.

(b) Directors — The information required by this Part III, Item 10 is contained in the section entitled “Election of Directors” in our Definitive Proxy Statement to be filed with the SEC in connection with the Annual Meeting of Stockholders to be held on August 14, 2012, which will be filed with the SEC within 120 days of March 31, 2012 (the “Proxy Statement”) and is incorporated herein by reference.

Additional information required by this Part III, Item 10 is incorporated by reference to the section entitled “Section 16(a) Beneficial Ownership Reporting Compliance” in the Proxy Statement and is incorporated herein by reference.

We have adopted a code of business conduct and ethics that all executive officers and management employees must review and abide by (including our principal executive officer, principal financial officer, principal accounting officer and controller, or persons performing similar functions), which we refer to as our Code of Business Conduct and Ethics. The Code of Business Conduct and Ethics is available free of charge on our website at www.appliedmicro.com in the Investor Relations section under the heading “Corporate Governance” under the “Governance Documents” heading. We will promptly disclose on our website (1) the

 

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nature of any amendment to the Code of Business Conduct and Ethics that applies to our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions, and (2) the nature of any waiver, including an implicit waiver, from a provision of the Code of Business Conduct and Ethics that is granted to one of these specified officers and the name of such person who is granted the waiver.

 

Item 11. Executive Compensation.

The information required by this Part III, Item 11 is incorporated herein by reference from the section entitled “Executive Compensation” in the Proxy Statement.

 

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

The information required by this Part III, Item 12 is incorporated herein by reference from the sections entitled “Security Ownership of Management and Directors” and “Equity Compensation Plan Information” in the Proxy Statement.

 

Item 13. Certain Relationships and Related Transactions, and Director Independence.

The information required by this Part III, Item 13 is incorporated by reference to the sections entitled “Certain Transactions” and “Corporate Governance” in the Proxy Statement.

 

Item 14. Principal Accountant Fees and Services.

The information required by this Part III, Item 14 is contained in the section entitled “Audit and Other Fees,” in the Proxy Statement and is incorporated herein by reference.

PART IV

 

Item 15. Exhibits and Financial Statement Schedules.

(a) The following documents are filed as part of this Annual Report:

(1) Financial Statements

The financial statements of the Company are included herein as required under Part II, Item 8, Financial Statements and Supplementary Data, of this Annual Report. See Index to Financial Statements on page F-l.

(2) Financial Statement Schedule

For the three fiscal years ended March 31, 2012 — Schedule II Valuation and Qualifying Accounts

Schedules not listed above have been omitted because information required to be set forth therein is not applicable or is shown in the financial statements or notes thereto.

(3) Exhibits (numbered in accordance with Item 601 of Regulation S-K)

See Part IV, Item 15(b) below.

(b) The following exhibits are filed or incorporated by reference into this Annual Report:

 

    2.1(8)+<

   Agreement and Plan of Merger by and among the Company, Espresso Acquisition Corporation, Veloce Technologies, Inc. and the Stockholders’ Representative named therein, dated May 17, 2009.

 

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    2.2(17)+<

   Stock Purchase Agreement among the Company, TPack A/S, Slottsbacken Fund II KY, Slottsbacken Fund Two KB, Vaekstfonden and Novi A/S, and the Sellers’ Representative named therein, dated as of August 17, 2010.

    2.3(17)+

   Amendment No. 1 to Stock Purchase Agreement by and among the Company and Vaekstfonden, as Sellers’ Representative, dated September 17, 2010.

    2.4(18)+<

   Amendment No. 1 to Agreement and Plan of Merger by and among the Company, Espresso Acquisition Corporation, Veloce Technologies, Inc., and the Stockholders’ Representative named therein, dated November 8, 2010.

    2.5^<

   Amendment No. 2 to Agreement and Plan of Merger by and among the Company, Espresso Acquisition Corporation, Veloce Technologies, Inc., Veloce Technologies LLC and the Stockholders’ Representative named therein, dated April 5, 2012.

    3.1(1)

   Amended and Restated Certificate of Incorporation of the Company.

    3.3(13)

   Certificate of Amendment of Amended and Restated Certificate of Incorporation of the Company.

    3.2(17)

   Amended and Restated Bylaws of the Company.

    4.1(2)

   Specimen Stock Certificate.

  10.1(2)*

   Form of Indemnification Agreement between the Company and each of its officers and directors.

  10.2(12)*

   Form of Restricted Stock Unit Agreement under the 1992 Equity Incentive Plan.

  10.2(19)*

   Applied Micro Circuits Corporation 2011 Equity Incentive Plan

  10.3(12)*

   Form of Option Agreement under the 1992 Equity Incentive Plan.

  10.4(12)*

   1992 Equity Incentive Plan.

  10.5(7)*

   1997 Directors’ Stock Option Plan, as amended, and form of Option Agreement.

  10.6(2)*

   401(k) Plan effective April 1, 1985 and form of Enrollment Agreement.

  10.24(4)*

   1998 Employee Stock Purchase Plan and form of Subscription Agreement.

  10.33(3)*

   2000 Equity Incentive Plan, as amended, and form of Option Agreement.

  10.34(12)*

   Form of Restricted Stock Unit Agreement under the 2000 Equity Incentive Plan.

  10.38(3)*

   AMCC Deferred Compensation Plan.

  10.42(6)+

   Patent License Agreement between the Company and IBM dated September 28, 2003.

  10.43(6)+

   Intellectual Property Agreement between the Company and IBM dated September 28, 2003.

  10.53(10)*

   Offer of Employment dated September 14, 2005 by and between the Company and Robert Gargus.

  10.58(11)*

   Executive Severance Benefit Plan, as amended and restated on October 19, 2011.

  10.60(14)+

   Qualcomm Patent Purchase Agreement dated July 11, 2008.

  10.61(14)+

   Qualcomm Patent Purchase Amendment dated July 11, 2008.

  10.62(15)

   LSI Asset Purchase Agreement dated April 5, 2009 and Amendment No. 1 dated April 20, 2009.

  10.63(9)+*

   Consulting Agreement with Cynthia J. Moreland entered into on October 21, 2009.

  10.65(16)*

   Employment agreement dated December 29, 2009 by and between the Company and William Caraccio.

  10.66^

   Development Agreement dated May 17, 2009, by and between the Company and Veloce Technologies, Inc.

  10.67^

   First Amendment to Development Agreement dated as of November 8, 2010, by and between the Company and Veloce Technologies, Inc.

  10.68^

   Second Amendment to Development Agreement dated as of July 18, 2011, by and between the Company and Veloce Technologies, Inc.

 

65


Table of Contents

  10.69^

   Technology License Agreement, dated as of March 31, 2009 between ARM Limited and the Company, including without limitation Annex 1 thereto (“TLA Annex 1”).

  10.70^

   Amendment One to Technology License Agreement, dated March 31, 2010 between ARM Limited and the Company.

  10.71^

   Amendment Two to Technology License Agreement, dated July 14, 2010 between ARM Limited and the Company.

  10.72^

   Amendment One to TLA Annex 1, dated August 17, 2010, between ARM Limited and the Company.

  10.73^

   Amendment Two to TLA Annex 1, dated October 5, 2010, between ARM Limited and the Company.

  10.74^

   Amendment Three to TLA Annex 1, dated December 1, 2011, between ARM Limited and the Company.

  11.1(5)

   Computation of Per Share Data under ASC Topic 260-10.

  21.1

   Subsidiaries of the Registrant.

  23.1

   Consent of Independent Registered Public Accounting Firm – KPMG LLP.

  24.1

   Power of Attorney. Reference is made to the signature page of this Annual Report.

  31.1

   Certification of Chief Executive Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act, as amended.

  31.2

   Certification of Chief Financial Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act, as amended.

  32.1

   Certification of Chief Executive Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

  32.2

   Certification of Chief Financial Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101.INS

   XBRL Instance Document

101.SCH

   XBRL Taxonomy Extension Schema Document

101.CAL

   XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF

   XBRL Taxonomy Extension Definition Linkbase

101.LAB

   XBRL Taxonomy Extension Label Linkbase Document

101.PRE

   XBRL Taxonomy Extension Presentation Linkbase Document

 

* Management contract or compensatory plan.
+ The Company has been granted confidential treatment for certain portions of these agreements and certain terms and conditions have been redacted from the exhibits. Omitted portions have been filed separately with the SEC.
^ The Company has requested confidential treatment for certain portions of these agreements and certain terms and conditions have been redacted from the exhibits. Omitted portions have been filed separately with the SEC.
< Schedules have been omitted pursuant to Item 601(b)(2) of Regulation S-K.
(1) Incorporated by reference to Exhibit 3.2 filed with the Company’s Registration Statement (No. 333-37609) filed October 10, 1997, and as amended by Exhibit 3.3 filed with the Company’s Registration Statement (No. 333-45660) filed September 12, 2000 and Exhibit 3.1 filed with the Company’s Current Report on Form 8-K filed on December 11, 2007.

 

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(2) Incorporated by reference to identically numbered exhibit filed with the Company’s amended Registration Statement (No. 333-37609) filed November 12, 1997 which registration statement became effective November 24, 1997.
(3) Incorporated by reference to identically numbered exhibit filed with the Company’s Quarterly Report on Form 10-Q (No. 000-23193) for the quarter ended June 30, 2002.
(4) Incorporated by reference to identically numbered exhibit filed with the Company’s Annual Report on Form 10-K (No. 000-23193) for the year ended March 31, 2001.
(5) The Computation of Per Share Data under ASC Topic 260-10 is included in the Notes to the Consolidated Financial Statements included in this Annual Report.
(6) Incorporated by reference to identically numbered exhibit filed with the Company’s Quarterly Report on Form 10-Q (No. 000-23193) for the quarter ended September 30, 2003.
(7) Effective March 31, 2005, our Board of Directors terminated our 1997 Directors’ Stock Option Plan (the “Directors Plan”). The Directors Plan provided for the automatic grant of stock options to our non-employee directors upon initial election to the Board of Directors and annually thereafter. The termination of the Directors Plan will not affect any stock options previously granted pursuant to the Directors Plan.
(8) Incorporated by reference to identically numbered exhibit filed with the Company’s Quarterly Report on Form 10-Q/A for the quarter ended June 30, 2009.
(9) Incorporated by reference as Exhibit 10.1 filed with the Company’s Quarterly Report on Form 10-Q for the quarter ended December 31, 2009.
(10) Incorporated by reference as Exhibit 10.2 filed with the Company’s Quarterly Report on Form 10-Q for the quarter ended December 31, 2009.
(11) Incorporated by reference to Exhibit 10.67 filed with the Company’s Current Report on Form 8-K filed October 26, 2011.
(12) Incorporated by reference to identically numbered exhibit filed with the Company’s Annual Report on Form 10-K for the year ended March 31, 2007.
(13) Incorporated by reference to Exhibit 3.1 filed with the Company’s Current Report on Form 8-K filed on December 11, 2007.
(14) Incorporated by reference to identically numbered exhibit filed with the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2008.
(15) Incorporated by reference to identically numbered exhibit filed with the Company’s Annual Report on Form 10-K for the year ended March 31, 2009.
(16) Incorporated by reference to identically numbered exhibit filed with the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2010.
(17) Incorporated by reference to identically numbered exhibit filed with the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2010.
(18) Incorporated by reference to identically numbered exhibit filed with the Company’s Quarterly Report on Form 10-Q for the quarter ended December 31, 2010.
(19) Incorporated by reference to Exhibit 10.66 filed with the Company’s Current Report on Form 8-K filed on August 10, 2011.

 

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

APPLIED MICRO CIRCUITS CORPORATION

By:

 

/S/    DR. PARAMESH GOPI        

  Dr. Paramesh Gopi
  President and Chief Executive Officer

Date: May 16, 2012

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Dr. Paramesh Gopi and Robert G. Gargus, jointly and severally, his attorneys-in-fact, each with the power of substitution, for him or her in any and all capacities, to sign any amendments to this Annual Report on Form 10-K, and to file the same, with exhibits thereto and other documents in connection therewith with the Securities and Exchange Commission, hereby ratifying and confirming all that each of said attorneys-in-fact, or his substitute or substitutes, may do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

 

Signature

  

Title

 

Date

/S/    DR. PARAMESH GOPI        

Dr. Paramesh Gopi

  

Chief Executive Officer,

President and Director

(Principal Executive Officer)

  May 16, 2012

/S/    ROBERT G. GARGUS        

Robert G. Gargus

  

Senior Vice President and

Chief Financial Officer

(Principal Financial and Accounting Officer)

  May 16, 2012

/S/     CESAR CESARATTO        

Cesar Cesaratto

   Chairman of the Board   May 16, 2012

/s/    H.K. DESAI        

H.K. Desai

   Director   May 16, 2012

/s/    DR. PAUL GRAY        

Dr. Paul Gray

   Director   May 16, 2012

/s/    FRED SHLAPAK        

Fred Shlapak

   Director   May 16, 2012

/s/    ARTHUR B. STABENOW        

Arthur B. Stabenow

   Director   May 16, 2012

/s/    DR. ROBERT F. SPROULL        

Dr. Robert F. Sproull

   Director   May 16, 2012

 

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INDEX TO FINANCIAL STATEMENTS

 

     Page  

Reports of Independent Registered Public Accounting Firm

     F-2   

Consolidated Balance Sheets as of March 31, 2012 and 2011

     F-3   

Consolidated Statements of Operations for the fiscal years ended March 31, 2012, 2011 and 2010

     F-4   

Consolidated Statements of Cash Flows for the fiscal years ended March 31, 2012, 2011 and 2010

     F-5   

Consolidated Statements of Stockholders’ Equity for the fiscal years ended March  31, 2012, 2011 and 2010

     F-6   

Notes to Consolidated Financial Statements

     F-7   

 

F-1


Table of Contents

Report of Independent Registered Public Accounting Firm

The Board of Directors and Stockholders

Applied Micro Circuits Corporation:

We have audited the accompanying consolidated balance sheets of Applied Micro Circuits Corporation and its subsidiaries (the Company) as of March 31, 2012 and 2011, and the related consolidated statements of operations, stockholders’ equity and comprehensive income (loss), and cash flows for each of the years in the three-year period ended March 31, 2012. In connection with our audits of the consolidated financial statements, we also have audited the consolidated financial statement schedule of valuation and qualifying accounts. We also have audited the Company’s internal control over financial reporting as of March 31, 2012, based on criteria established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). The Company’s management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control over Financial Reporting appearing under Item 9A. Our responsibility is to express an opinion on these consolidated financial statements and the consolidated financial statement schedule and an opinion on the Company’s internal control over financial reporting based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement and whether effective internal control over financial reporting was maintained in all material respects. Our audits of the consolidated financial statements included examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

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

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Applied Micro Circuits Corporation as of March 31, 2012 and 2011, and the results of its operations and its cash flows for each of the years in the three-year period ended March 31, 2012, in conformity with U.S. generally accepted accounting principles. Also, in our opinion, the related consolidated financial statement schedule, when considered in relation to the basic consolidated financial statements taken as a whole, presents fairly, in all material respects, the information set forth therein. Also, in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of March 31, 2012, based on criteria established in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission.

/s/ KPMG LLP

Santa Clara, California

May 16, 2012

 

F-2


Table of Contents

APPLIED MICRO CIRCUITS CORPORATION

CONSOLIDATED BALANCE SHEETS

 

     March 31,  
     2012     2011  
     (In thousands, except par value)  
ASSETS     

Current assets:

    

Cash and cash equivalents

   $ 28,065      $ 84,402   

Short-term investments-available-for-sale

     85,781        83,649   

Accounts receivable, net

     22,666        19,997   

Inventories

     23,244        26,561   

Other current assets

     31,105        18,355   
  

 

 

   

 

 

 

Total current assets

     190,861        232,964   

Property and equipment, net

     38,100        32,023   

Goodwill

     13,183        13,183   

Purchased intangibles

     16,634        23,388   

Other assets

     10,274        7,099   
  

 

 

   

 

 

 

Total assets

   $ 269,052      $ 308,657   
  

 

 

   

 

 

 
LIABILITIES AND STOCKHOLDERS’ EQUITY     

Current liabilities:

    

Accounts payable

   $ 21,383      $ 24,431   

Accrued payroll and related expenses

     6,844        7,261   

Veloce accrued liability

     32,870        —     

Other accrued liabilities

     9,052        12,748   

Deferred revenue

     2,137        2,407   
  

 

 

   

 

 

 

Total current liabilities

     72,286        46,847   

Veloce accrued liability

     27,530        —     

Commitments and contingencies (Notes 8 and 11)

    

Stockholders’ equity:

    

Preferred stock, $0.01 par value:

    

Authorized shares — 2,000, none issued and outstanding

     —          —     

Common stock, $0.01 par value:

    

Authorized shares — 375,000 at March 31, 2012 and 2011

    

Issued and outstanding shares — 61,879 at March 31, 2012 and 63,666 at March 31, 2011

     619        637   

Additional paid-in capital

     5,881,336        5,891,036   

Accumulated other comprehensive loss

     (1,765     (1,597

Accumulated deficit

     (5,710,954     (5,628,266
  

 

 

   

 

 

 

Total stockholders’ equity

     169,236        261,810   
  

 

 

   

 

 

 

Total liabilities and stockholders’ equity

   $ 269,052      $ 308,657   
  

 

 

   

 

 

 

See Accompanying Notes to Consolidated Financial Statements

 

F-3


Table of Contents

APPLIED MICRO CIRCUITS CORPORATION

CONSOLIDATED STATEMENTS OF OPERATIONS

 

     Fiscal Years Ended March 31,  
     2012     2011     2010  
     (In thousands, except per share data)  

Net revenues

   $ 230,887      $ 247,710      $ 205,598   

Cost of revenues

     98,804        95,282        92,931   
  

 

 

   

 

 

   

 

 

 

Gross profit

     132,083        152,428        112,667   

Operating expenses:

      

Research and development

     175,656        108,732        88,096   

Selling, general and administrative

     45,794        49,173        45,901   

Amortization of purchased intangible assets

     3,202        5,285        4,020   

Restructuring charges, net

     875        532        746   
  

 

 

   

 

 

   

 

 

 

Total operating expenses

     225,527        163,722        138,763   
  

 

 

   

 

 

   

 

 

 

Operating loss

     (93,444     (11,294     (26,096

Interest income (expense), net and other-than-temporary impairment

     4,247        9,890        3,440   

Other income (expense), net

     7,437        797        (1,551
  

 

 

   

 

 

   

 

 

 

Loss from continuing operations before income taxes

     (81,760     (607     (24,207

Income tax expense (benefit)

     928        399        (10,610
  

 

 

   

 

 

   

 

 

 

Loss from continuing operations

     (82,688     (1,006     (13,597

Income from discontinued operations, net of taxes

     —          —          6,112   
  

 

 

   

 

 

   

 

 

 

Net loss

   $ (82,688   $ (1,006   $ (7,485
  

 

 

   

 

 

   

 

 

 

Basic and diluted net income (loss) per share:

      

Net loss per share from continuing operations

   $ (1.33   $ (0.02   $ (0.21

Net income per share from discontinued operations

     —          —          0.10   
  

 

 

   

 

 

   

 

 

 

Net loss per share

   $ (1.33   $ (0.02   $ (0.11
  

 

 

   

 

 

   

 

 

 

Shares used in calculating basic and diluted net income (loss) per share

     62,245        65,160        66,006   
  

 

 

   

 

 

   

 

 

 

See Accompanying Notes to Consolidated Financial Statements

 

F-4


Table of Contents

APPLIED MICRO CIRCUITS CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS

 

     Fiscal Years Ended March 31,  
     2012     2011     2010  
     (In thousands)  

Operating activities:

      

Net loss

   $ (82,688   $ (1,006   $ (7,485

Adjustments to reconcile net loss to net cash (used in) provided by operating activities:

      

Depreciation

     8,436        7,243        6,778   

Amortization of purchased intangibles

     6,754        17,167        16,117   

Stock-based compensation expense:

      

Stock options

     5,298        5,592        4,125   

Restricted stock units

     13,076        11,092        9,557   

Veloce accrued liability

     60,400        —          —     

Non-cash restructuring charges

     —          —          359   

Acquisition related adjustment

     (2,532     —          —     

Capitalization of mask set cost

     —          (1,177     —     

(Gain) impairment on strategic investment, net

     (7,147     —          2,000   

Impairment of short term investments and marketable securities

     —          —          4,287   

Tax benefit from other comprehensive income

     (123 )     —          (6,204

Net gain (loss) on disposals of property

     10        (322     145   

Net gain on sale of storage business unit

     —          —          (11,366

Changes in operating assets and liabilities, net of amounts acquired:

      

Accounts receivable

     (2,669     3,465        (5,355

Inventories

     3,317        (11,174     10,754   

Other assets

     (3,903     (1,561     (237

Accounts payable

     (4,451     1,842        2,245   

Accrued payroll and other accrued liabilities

     (2,860     (1,162     (7,077

Deferred revenue

     (270     956        (1,776
  

 

 

   

 

 

   

 

 

 

Net cash (used in) provided by operating activities

     (9,352     30,955        16,867   
  

 

 

   

 

 

   

 

 

 

Investing activities:

      

Proceeds from sales and maturities of short-term investments

     101,222        121,876        185,724   

Purchases of short-term investments

     (103,046     (124,950     (173,265

Purchase of property, equipment and other assets

     (13,264     (9,740     (7,532

Proceeds from the sale of strategic investment

     —          4,991        —     

Purchase of strategic investment/s

     (4,750     (330     (1,000

Proceeds from sale of storage business unit

     —          —          21,527   

Proceeds from sale of property and equipment

     —          365        —     

Purchase of a business, net of cash acquired

     —          (31,484     —     
  

 

 

   

 

 

   

 

 

 

Net cash (used for) provided by investing activities

     (19,838     (39,272     25,454   
  

 

 

   

 

 

   

 

 

 

Financing activities:

      

Proceeds from issuance of common stock

     6,736        8,045        3,825   

Funding of restricted stock units withheld for taxes

     (2,864     (2,746     (870

Repurchase of common stock

     (20,852     (40,063     (8,076

Funding of structured stock repurchase agreements

     (10,000     (10,000     (41,797

Funds received from structured stock repurchase agreements, including gains

     —          15,512        27,751   

Other

     (167     (555     35   
  

 

 

   

 

 

   

 

 

 

Net cash used for financing activities

     (27,147     (29,807     (19,132
  

 

 

   

 

 

   

 

 

 

Net (decrease) increase in cash and cash equivalents

     (56,337     (38,124     23,189   

Cash and cash equivalents at beginning of year

     84,402        122,526        99,337   
  

 

 

   

 

 

   

 

 

 

Cash and cash equivalents at end of year

   $ 28,065      $ 84,402      $ 122,526   
  

 

 

   

 

 

   

 

 

 

Supplementary cash flow disclosure:

      

Cash paid for Income taxes

     692        327        48   
  

 

 

   

 

 

   

 

 

 

See Accompanying Notes to Consolidated Financial Statements

 

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Table of Contents

APPLIED MICRO CIRCUITS CORPORATION

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY AND COMPREHENSIVE INCOME (LOSS)

 

    Common Stock     Additional
Paid in
Capital
    Accumulated
Other
Comprehensive
Income (Loss)
    Accumulated
Deficit
    Total
Stockholders’
Equity
 
    Shares     Amount          
                (in thousands)  

Balance, March 31, 2009

    65,874      $ 659      $ 5,910,493      $ (6,273   $ (5,620,909   $ 283,970   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Issuance of common stock

    1,291        13        2,942        —          —          2,955   

Repurchase of common stock

    (1,072     (11     (8,065     —          —          (8,076

Funding of structured stock repurchase agreements

    (689     (7     (41,790     —          —          (41,797

Funds received from structured stock repurchase agreements including gains

    —          —          27,751        —          —          27,751   

Stock-based compensation expense

    —          —          13,719        —          —          13,719   

Comprehensive income (loss):

           

Net loss

    —          —          —          —          (7,485     (7,485

Foreign currency translation loss

    —          —          —          (148     —          (148

FAS 115-2 implementation

    —          —          —          (1,134     1,134        —     

FAS 115-2 disposition release

    —          —          —          140        —          140   

Unrealized gain on short-term investments, net of tax

    —          —          —          9,845        —          9,845   

Total comprehensive income

    —          —          —          —          —          2,352   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Balance, March 31, 2010

    65,404      $ 654      $ 5,905,050      $ 2,430      $ (5,627,260   $ 280,874   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Issuance of common stock

    2,481        25        5,274        —          —          5,299   

Repurchase of common stock

    (3,744     (37     (40,026     —          —          (40,063

Funding of structured stock repurchase agreements

    (475     (5     (9,995     —          —          (10,000

Funds received from structured stock repurchase agreements including gains

    —          —          15,512        —          —          15,512   

Stock-based compensation expense*

    —          —          15,221        —          —          15,221   

Comprehensive loss:

           

Net loss

    —          —          —          —          (1,006     (1,006

Foreign currency translation loss

    —          —          —          (485     —          (485

FAS 115-2 disposition release

    —          —          —          858        —          858   

Unrealized loss on short-term investments, net of tax

    —          —          —          (4,400     —          (4,400

Total comprehensive loss

    —          —          —          —          —          (5,033
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Balance, March 31, 2011

    63,666      $ 637      $ 5,891,036      $ (1,597   $ (5,628,266   $ 261,810   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Issuance of common stock

    2,727        27        3,846        —          —          3,873   

Repurchase of common stock

    (3,487     (35     (20,817     —          —          (20,852

Funding of structured stock repurchase agreements

    (1,027     (10     (9,990     —          —          (10,000

Stock-based compensation expense*

    —          —          17,261        —          —          17,261   

Comprehensive loss:

           

Net loss

    —          —          —          —          (82,688     (82,688

Foreign currency translation loss

    —          —          —          (354     —          (354

Unrealized gain on short-term investments, net of tax

    —          —          —          186        —          186   

Total comprehensive loss

    —          —          —          —          —          (82,856
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Balance, March 31, 2012

    61,879      $ 619      $ 5,881,336      $ (1,765   $ (5,710,954   $ 169,236   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

  

 

* Veloce’s stock-based compensation expense related to warrants is included in issuance of common stock.

See Accompanying Notes to Consolidated Financial Statements

 

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Table of Contents

APPLIED MICRO CIRCUITS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. Summary of Significant Accounting Policies

Business

Applied Micro Circuits Corporation (“AppliedMicro”, “APM”, “AMCC” or the “Company”) is a leader in semiconductor solutions for the data center, enterprise, telecom and consumer/small medium business (“SMB”) markets. The Company designs, develops, markets, sells and supports high-performance low power integrated circuits (“ICs”), which are essential for the processing, transporting and storing of information worldwide. In the telecom and enterprise markets, the Company utilizes a combination of design expertise coupled with system-level knowledge and multiple technologies to offer IC products for wireline and wireless communications equipment such as wireless access points, wireless base stations, multi-function printers, enterprise and edge switches, blade servers, storage systems, gateways, core switches, routers, metro, long-haul, and ultra-long-haul transport platforms. In the consumer/SMB markets, the Company combines optimized software and system-level expertise with highly integrated semiconductors to deliver comprehensive reference designs and stand-alone semiconductor solutions for wireline and wireless communications equipment such as wireless access points, network attached storage, and residential and smart energy gateways. The Company’s corporate headquarters are located in Sunnyvale, California. Sales and engineering offices are located throughout the world.

Basis of Presentation

The consolidated financial statements include all the accounts of AppliedMicro, its wholly-owned subsidiaries and Veloce Technologies Inc. (“Veloce”), a variable interest entity (“VIE”) of which the Company is the primary beneficiary. A VIE is required to be consolidated by its primary beneficiary. The primary beneficiary is the party that absorbs a majority of the VIE’s anticipated losses and/or a majority of the expected returns. The Company has evaluated its strategic alliances for potential classification as variable interest entities by evaluating the sufficiency of each entity’s equity investment at risk to absorb losses and the Company’s share of the respective expected losses. The Company determined that it is the primary beneficiary of one variable interest entity and has included the accounts of this entity in the consolidated financial statements (see Note 4). All significant intercompany balances and transactions have been eliminated in consolidation.

Use of Estimates

The preparation of financial statements in accordance with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of net revenue and expenses in the reporting period. The Company regularly evaluates estimates and assumptions related to its capitalized mask sets, which affects cost of goods sold and property and equipment or R&D expenses, if not capitalized; inventory valuation, warranty liabilities, and revenue reserves, which affects revenues, cost of sales and gross margin; allowance for doubtful accounts, which affects operating expenses; the unrealized losses or other-than-temporary impairments of short-term investments available for sale, which affects interest income (expense), net; the valuation of purchased intangibles and goodwill, which affects amortization and impairments of purchased intangibles and impairments of goodwill; the acquisition-related contingent consideration, which affects operating expenses; the valuation of the Veloce consideration which affects operating expenses; the potential costs of litigation, which affects operating expenses; the valuation of deferred income taxes, which affects income tax expense (benefit); and stock-based compensation, which affects gross margin and operating expenses. The Company bases its estimates and assumptions on historical experience and on various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from management’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected.

 

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Table of Contents

APPLIED MICRO CIRCUITS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

 

Cash and Cash Equivalents

The Company considers all highly liquid investments with an original maturity from the date of purchase of 90 days or less to be cash equivalents.

Veloce Consideration

We periodically evaluate the progress of the development work that is performed by our VIE, Veloce, in connection with our contractual arrangement with Veloce. Based on such an evaluation as well as considering various other qualitative factors, we assess the estimated timing and probability of attaining certain performance milestones. Upon assessing a milestone as probable of achievement, the expense that is recognized considers the stage of product development and estimating the performance metrics that will be achieved. The consideration that we will pay for each performance milestone is based upon the timing and the performance metrics that will ultimately be achieved. Significant judgment is required to assess estimated timing and the probability of achieving the performance milestones and determining the amount of expense to be recognized.

Based on our assessment as of March 31, 2012, we concluded that one of the milestones was probable of being attained and accordingly we recognized $60.4 million of research and development expense. Our probability determination included both an evaluation of the current stage of product development and the remaining risks associated with attaining completion of the milestone. The amount of expense recognized included consideration of our revised contractual arrangement with Veloce which was executed on April 5, 2012 and for which we have committed to pay $60.4 million upon the occurrence of certain events which are expected to occur during the first quarter of fiscal 2013.

The additional performance milestones included in our contractual arrangement that was in effect as of March 31, 2012 are not considered probable of being achieved. No expense was recognized in connection with these milestones during any of the periods presented

Investments

The Company holds a variety of securities that have varied underlying investments. The Company reviews its investment portfolio periodically to assess for other-than-temporary impairment. The Company assesses the existence of impairment of its investments in order to determine the classification of the impairment as “temporary” or “other-than-temporary”. The factors used to determine whether an impairment is temporary or other-than-temporary involves considerable judgment. The factors considered in determining whether any individual impairment is temporary or other-than-temporary are primarily the length of the time and the extent to which the market value has been less than amortized cost, the nature of underlying assets (including the degree of collateralization), the financial condition, credit rating, market liquidity conditions and near-term prospects of the issuer. If the fair value of a debt security is less than its amortized cost basis at the balance sheet date, an assessment would have to be made as to whether the impairment is other-than-temporary. If the Company decided to sell the security, an other-than-temporary impairment shall be considered to have occurred. However, if the Company does not intend to sell the debt security, the Company shall consider available evidence to assess whether it is more likely than not, it will be required to sell the security before the recovery of its amortized cost basis due to cash, working capital requirements, contractual or regulatory obligations indicate that the security will be required to be sold before a forecasted recovery occurs. If it is more likely than not that the Company will be required to sell the security before recovery of its amortized cost basis, an other-than-temporary impairment is considered to have occurred. If the Company does not expect to recover the entire amortized cost basis of the security, the Company would not be able to assert that it will recover its amortized cost basis even if it does not intend to sell the security. Therefore, in those situations, an other-than-temporary impairment shall be considered

 

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Table of Contents

APPLIED MICRO CIRCUITS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

 

to have occurred. The Company uses present value cash flow models to determine whether the entire amortized cost basis of the security will be recovered. The Company will compare the present value of cash flows expected to be collected from the security with the amortized cost basis of the security. An other-than-temporary impairment is said to have occurred if the present value of cash flows expected to be collected is less than the amortized cost basis of the security. In the fiscal year ended March 31, 2012, the Company did not record any other-than-temporary impairment charges. For the fiscal year ended March 31, 2012, the Company did not record an impairment charge in connection with other securities in a continuous loss position (fair value less than carrying value) with unrealized losses of $1.7 million as we believe that such unrealized losses are temporary. As of March 31, 2012, we also had $7.5 million in unrealized gains. For the fiscal years ended March 31, 2011 and 2010, the Company recognized other-than-temporary impairment charges of zero and $4.1 million, respectively, to current earnings.

Fair Value of Financial Instruments

Short term investments are recorded at fair value in the Company’s consolidated balance sheets and are categorized based upon the level of judgment associated with inputs used to measure their fair value. ASC Subtopic 820-10 defines a three-level valuation hierarchy for disclosure of fair value measurements. The Company currently classifies inputs to derive fair values for short term investments as Level 1 and 2. Instruments classified as Level 1 include highly liquid government and agency securities, money market funds and publicly traded closed end bond funds in active markets. Instruments classified as Level 2 include corporate notes, mortgage-backed securities, asset-backed securities, commercial paper and preferred stock. The Company did not have any Level 3 short term investments as of any of the periods presented.

Concentration of Credit Risk

Financial instruments, which potentially subject the Company to concentrations of credit risk, consist principally of available-for-sale securities and trade receivables. The Company believes that the credit risk in its trade receivables is mitigated by the Company’s credit evaluation process, relatively short collection terms and dispersion of its customer base. The Company generally does not require collateral and losses on trade receivables have historically been within management’s expectations.

The Company invests its excess cash in debt instruments of the U.S. Treasury, corporate bonds, mutual funds, mortgage-backed securities, asset-backed securities, preferred stocks, and closed-end bond funds primarily with investment grade credit ratings. The Company has established guidelines relative to diversification and maturities that attempt to maintain safety, yield and liquidity. These guidelines are periodically reviewed and modified to take advantage of trends in yields and interest rates.

Inventories

The Company’s policy is to value inventories at the lower of cost or market on a part-by-part basis. This policy requires it to make estimates regarding the market value of its inventories, including an assessment of excess or obsolete inventories. The Company determines excess and obsolete inventories based on an estimate of the future demand for its products within a specified time horizon, generally 12 months. The estimates used for future demand are also used for near-term capacity planning and inventory purchasing and are consistent with revenue forecasts. If the Company’s demand forecast is greater than its actual demand the Company may be required to take additional excess inventory charges, which would decrease gross margin and net operating results. Any inventory charges establishes a new cost basis for the underlying inventory and the cost basis for such inventory is not marked-up on changes in circumstances. This accounting is consistent with the guidance provided by SAB Topic 5-BB.

 

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Table of Contents

APPLIED MICRO CIRCUITS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

 

Strategic Investments

The Company has entered into certain equity investments in privately held businesses for the promotion of business and strategic objectives. The Company’s investments in equity securities of privately held businesses are accounted for under the cost method. Under the cost method, strategic investments in which the Company holds less than a 20% voting interest and on which the Company does not have the ability to exercise significant influence are carried at the lower of cost or cost reduced by other-than-temporary impairments, as appropriate. These investments are included in other assets on the Company’s consolidated balance sheets. The Company periodically reviews these investments for other-than-temporary declines in fair value based on the specific identification method and writes down investments when an other-than-temporary decline has occurred. During the year ended March 31, 2012, the Company invested $4.8 million in non-marketable equity investments and this amount was carried at cost.

Property and Equipment

Property and equipment are stated at cost and depreciated over the estimated useful lives of the assets ranging from 1 to 31.5 years using the straight line method. Leasehold improvements are stated at cost and amortized over the shorter of the term of the related lease or its estimated useful life.

The Company considers events and changes in circumstances that could indicate carrying amounts of the long-lived assets, including property and equipment and intangible assets, may not be recoverable. When such events or changes in circumstances occur, the Company assesses recoverability of long-lived assets.

Goodwill, Purchased Intangible Assets and Other Long-Lived Assets

The Company conducts a goodwill impairment analysis annually and as necessary if changes in facts and circumstances indicate that the fair value of the Company’s reporting units may be less than its carrying amount.

In accordance with ASC Topic 350-10 (“ASC 350-10”) as it relates to Goodwill and Other Intangible Assets, we perform our annual impairment review at the reporting unit level each fiscal year or more frequently if we believe indicators of impairment are present. In September 2011, the FASB issued ASU 2011-08, Intangibles, Goodwill and Other (Topic 350): Testing Goodwill for Impairment. The amendment will be effective for annual impairment tests done for fiscal years that start after December 15, 2011 though early adoption is permitted. The changes to FASB ASC 350-20 permits an entity to make a qualitative assessment of whether it is more likely than not that a reporting unit’s fair value is less than its carrying amount before applying the two-step goodwill impairment test. If an entity concludes that it is not more likely than not that the fair value of a reporting unit is less than its carrying amount, it would not be required to perform the two-step impairment test for that reporting unit. During the fourth quarter of fiscal 2012, the Company early adopted ASU 2011-08. As part of its qualitative assessment, the Company evaluated and determined that its market capitalization was well in excess of its book value and based on this and other qualitative factors, determined that there was no goodwill impairment.

The Company’s long-lived assets consist of property, plant and equipment and other acquired intangibles, excluding goodwill. Acquired intangibles with definite lives are amortized on a straight-line basis over the remaining estimated economic life of the underlying products and technologies. The Company reviews its definite-lived long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of a long-lived asset may not be recoverable. Recoverability of an asset group is measured by comparison of its carrying amount to the expected future undiscounted cash flows that the asset group is expected to generate. If it is determined that an asset group is not recoverable, an impairment loss is recorded in the amount by which the carrying amount of the asset group exceeds its fair value. In addition, the Company assesses its long-lived assets for impairment if they are abandoned.

 

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Table of Contents

APPLIED MICRO CIRCUITS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

 

Revenue Recognition

The Company recognizes revenue based on four basic criteria: 1) there is evidence that an arrangement exists; 2) delivery has occurred; 3) the fee is fixed or determinable; and 4) collectability is reasonably assured. The Company recognizes revenue upon determination that all criteria for revenue recognition have been met. In addition, the Company does not recognize revenue until the applicable customer’s acceptance criteria have been met. The criteria are usually met at the time of product shipment. The Company’s standard terms and conditions of sale do not allow for product returns and it generally does not allow product returns other than under warranty or stock rotation agreements. Revenue from shipments to distributors is recognized upon shipment. In addition, the Company records reductions to revenue for estimated allowances such as returns not pursuant to contractual rights, competitive pricing programs and rebates. These estimates are based on our experience with stock rotations and the contractual terms of the competitive pricing and rebate programs. Royalty revenues are recognized when cash is received only when royalty amounts cannot be reasonably estimated. Royalty revenues are based upon sales of our customer’s products that include our technology.

Shipping terms are generally FCA (Free Carrier) shipping point. If actual returns or pricing adjustments exceed our estimates, we would record additional reductions to revenue.

From time to time the Company generates revenue from the sale of internally developed IP. The Company generally recognizes revenue from the sale of IP when all basic criteria outlined above are met which generally occurs upon cash receipt.

Research and Development

R&D costs are expensed as incurred. Substantially all R&D expenses are related to new product development and designing significant improvements to existing products. Please also refer to footnote 4.

Mask Costs

The Company incurs significant costs for the fabrication of masks used by its contract manufacturers to manufacture its products. If the Company determines, at the time the cost for the fabrication of masks are incurred, that technological feasibility of the product has been achieved, it considers the nature of these costs to be pre-production costs. Accordingly, such costs are capitalized as property and equipment under machinery and equipment and are amortized as cost of sales over approximately three years, representing the estimated production period of the product. If the Company determines, at the time fabrication mask costs are incurred, that either technological feasibility of the product has not occurred or that the mask is not reasonably expected to be used in production manufacturing or that the commercial feasibility of the product is uncertain, the related mask costs are expensed to R&D in the period in which the costs are incurred. The Company also periodically assesses capitalized mask costs for impairment. During the fiscal years ended March 31, 2012 and 2011, total mask costs capitalized was $4.8 million and $4.7 million, respectively.

Stock-Based Compensation

The Company accounts for stock based compensation activity using the modified prospective method. This method requires companies to estimate the fair value of stock-based compensation on the date of grant using an option-pricing model. The Company uses the Black-Scholes model to value stock-based compensation, excluding RSUs, which we use the fair market value of our common stock. The Black-Scholes model determines the fair value of share-based payment awards based on the stock price on the date of grant and is affected by assumptions regarding a number of highly complex and subjective variables. These variables include, but are not limited to, the Company’s stock price, volatility over the term of the awards and actual and projected employee

 

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Table of Contents

APPLIED MICRO CIRCUITS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

 

stock option exercise behaviors. Option-pricing models were developed for use in estimating the value of traded options that have no vesting or hedging restrictions and are fully transferable. Although the fair value of stock options granted by the Company is estimated by the Black-Scholes model, the estimated fair value may not be indicative of the fair value observed in a willing buyer/willing seller market transaction.

The following table summarizes stock-based compensation expense related to stock options and restricted stock units for the three fiscal years ended March 31, 2012, which is as follows (in thousands, except per share data):

 

     Fiscal Year Ended March 31,  
     2012     2011      2010  

Stock-based compensation expense by type of award

       

Stock options (including employee stock purchase program)

   $ 5,289      $ 5,600       $ 4,118   

Restricted stock units

     13,148        11,062         9,601   
  

 

 

   

 

 

    

 

 

 

Total stock-based compensation

     18,437        16,662         13,719   

Stock-based compensation (capitalized to) expensed from inventory

     (63     22         (37
  

 

 

   

 

 

    

 

 

 

Total stock-based compensation expense

   $ 18,374      $ 16,684       $ 13,682   
  

 

 

   

 

 

    

 

 

 

The following table summarizes stock-based compensation expense as it relates to the Company’s statement of operations (in thousands):

 

     Fiscal Year Ended March 31,  
     2012     2011      2010  

Stock-based compensation expense by cost centers

       

Cost of revenues

   $ 495      $ 628       $ 624   

Research and development

     10,496        9,001         6,268   

Selling, general and administrative

     7,446        7,033         6,827   
  

 

 

   

 

 

    

 

 

 

Total stock-based compensation

     18,437        16,662         13,719   

Stock-based compensation (capitalized to) expensed from inventory

     (63     22         (37
  

 

 

   

 

 

    

 

 

 

Total stock-based compensation expense

   $ 18,374      $ 16,684       $ 13,682   
  

 

 

   

 

 

    

 

 

 

The fair value of the options granted is estimated as of the grant date using the Black-Scholes option-pricing model assuming the weighted-average assumptions listed in the following table:

 

     Employee Stock Options     Employee Stock
Purchase Plans
 
     Fiscal Years Ended
March 31,
    Fiscal Years Ended
March 31,
 
     2012     2011     2010     2012     2011     2010  

Expected life (years)

     3.8        4.0        3.9        0.5        0.5        0.5   

Risk-free interest rate

     1.4     1.6     1.8     0.1     0.2     0.2

Volatility

     0.48        0.51        0.59        0.55        0.50        0.51   

Dividend yield

     —       —       —       —       —       —  

Expected forfeiture rate

     6.8     6.6     5.9     —       —       —  

Weighted average fair value

   $ 3.83      $ 4.85      $ 3.50      $ 2.13      $ 3.09      $ 2.30   

Compensation Amortization Period. All stock-based compensation is amortized over the requisite service period of the awards, which is generally the same as the vesting period of the awards. The Company amortizes the fair value cost on a straight-line basis over the expected service periods.

 

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Table of Contents

APPLIED MICRO CIRCUITS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

 

Expected Life. The expected life of stock options granted represents the expected weighted average period of time from the date of grant to the estimated date that the stock option would be fully exercised. To calculate the expected term, the Company utilizes historical actual exercise data and assumes that unexercised stock options would be exercised at the midpoint of the valuation date of its analysis and the full contractual term of the option.

Expected Volatility. Expected volatility is a measure of the amount by which the stock price is expected to fluctuate. The Company estimates the expected volatility of its stock options at their grant date by equally weighting the historical volatility and the implied volatility of its stock. The historical volatility is calculated using the weekly stock price of its stock over a recent historical period equal to its expected life. The implied volatility is calculated from the implied market volatility of exchange-traded call options on its common stock.

Risk-Free Interest Rate. The risk-free interest rate is the implied yield currently available on zero-coupon government issues with a remaining term equal to the expected life.

Expected Dividends. The Company has never paid any cash dividends on its common stock and does not anticipate paying any cash dividends in the foreseeable future. Consequently, the Company uses an expected dividend yield of zero percent in valuation models.

Expected Forfeitures. As stock-based compensation expense recognized in the Consolidated Statements of Operations for the three fiscal years ended March 31, 2012 are based on awards that are ultimately expected to vest, it should be reduced for estimated forfeitures. Forfeitures are required to be estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. Pre-vesting forfeiture rates were based upon the average of expected forfeiture data using the Company’s current demographics and standard probabilities of employee turnover and the annual forfeiture rate based on the Company’s historical forfeiture rates.

The weighted average fair value per share of the restricted stock units awarded in the fiscal years ended March 31, 2012, 2011 and 2010 was $9.00, $10.69 and $6.74, respectively. The weighted average fair value per share was calculated based on the fair market value of the Company’s common stock on the respective grant dates.

Stock-based compensation expense will continue to have a significant adverse impact on the Company’s reported results of operations, although it will have no impact on its overall financial position. The amount of unearned stock-based compensation currently estimated to be expensed from now through fiscal 2016 related to unvested share-based payment awards at March 31, 2012 is $29.8 million, which includes stock-based compensation for Veloce, the Company’s VIE. The weighted-average period over which the unearned stock-based compensation is expected to be recognized is approximately 1.7 years. If there are any modifications or cancellations of the underlying unvested securities, the Company may be required to accelerate, increase or cancel any remaining unearned stock-based compensation expense. Future stock-based compensation expense and unearned stock-based compensation will increase to the extent that the Company grants additional equity awards or assumes unvested equity awards in connection with acquisitions.

Income Taxes

The Company utilizes the asset and liability method of accounting for income taxes as set forth in ASC Subtopic 740-10 (“ASC 740-10”). Under the asset and liability method, deferred taxes are determined based on the temporary differences between the financial statement and tax bases of assets and liabilities using enacted tax rates. A valuation allowance is recorded when it is more likely than not that some or all of the deferred tax assets

 

F-13


Table of Contents

APPLIED MICRO CIRCUITS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

 

will not be realized. During the fiscal year ended March 31, 2012, the Company recorded a tax charge of approximately $0.1 million to other comprehensive income and concurrently recorded the same amount as an income tax benefit to continuing operations. In applying the exception to the general principle of intra-period tax allocations under ASC 740-10, the Company considered income recognized both in discontinued operations and other comprehensive income. Accordingly, the allocation of the current year tax provision included recognizing a $0.1 million tax benefit arising from the loss from continuing operations. The offsetting tax expense was allocated to other comprehensive income for the fiscal year ended March 31, 2012.

Comprehensive Income (Loss)

ASC Subtopic 220-10, (“ASC 220-10”) establishes rules for the reporting and display of comprehensive income (loss) and its components. ASC 220-10 requires the change in net unrealized gains or losses on short-term investments and foreign currency translation gains and losses to be included in comprehensive income (loss). Comprehensive income (loss) is included in the Company’s Consolidated Statements of Stockholders’ Equity and Comprehensive Income (loss).

Components of accumulated other comprehensive income (loss) consists of (in thousands):

 

     March 31,  
     2012     2011  

Unrealized gain (loss) on investments

   $ 186      $ (4,400

Release upon disposition of investment with cumulative implementation reclassification for prior non-credit related other-than-temporary impairment charges

     —          858   

Loss on foreign currency translation

     (354     (485
  

 

 

   

 

 

 
   $ (168   $ (4,027
  

 

 

   

 

 

 

Segments of a Business Enterprise

The Company operates in one reportable operating segment. Although the Company has two operating segments at March 31, 2012 — Computing and Connectivity (formerly referred to as “Process” and “Transport”, respectively), under the aggregation criteria set forth in ASC 280-10, the Company operates in only one reportable operating segment.

Under ASC 280-10, two or more operating segments may be aggregated into a single operating segment for financial reporting purposes if aggregation is consistent with the objective and basic principles of ASC 280-10, if the segments have similar economic characteristics, and if the segments are similar in each of the following areas:

 

   

the nature of products and services;

 

   

the nature of the production processes;

 

   

the type or class of customer for their products and services; and

 

   

the methods used to distribute their products or provide their services.

Because the Company meets each of the criteria set forth in ASC 280-10 and the two operating segments as of March 31, 2012 share similar economic characteristics, the Company aggregates its results of operations into one reportable operating segment.

 

F-14


Table of Contents

APPLIED MICRO CIRCUITS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

 

Reclassifications

Certain reclassifications have been made to prior-year amounts in order to conform to current year presentation.

2. Investments

The Company classifies its short-term investments as “available-for-sale” and records such assets at the estimated fair value with unrealized gains and losses excluded from net loss and reported, net of tax, in comprehensive income (loss). The portion of such unrealized losses that are deemed to be other-than-temporary in nature are charged to the statements of operations. The basis for computing realized gains or losses is by specific identification. In addition, the Company had approximately $0.9 million in restricted cash related to its voluntary disability insurance program as of March 31, 2012 and 2011 and is included in cash and cash equivalents on the consolidated balance sheet.

The following is a summary of available-for-sale securities (in thousands):

 

     March 31, 2012      March 31, 2011  
     Amortized
Cost
     Gross Unrealized      Estimated
Fair Value
     Amortized
Cost
     Gross Unrealized      Estimated
Fair Value
 
        Gains      Losses            Gains      Losses     

Cash

   $ 15,057       $ —         $ —         $ 15,057       $ 8,766       $ —         $ —         $ 8,766   

Cash equivalents

     13,008         —           —           13,008         75,636         —           —           75,636   

U.S. Treasury securities and agency bonds

     16,771         11         19         16,763         9,685         4         58         9,631   

Corporate bonds

     23,361         56         10         23,407         6,428         32         48         6,412   

Mortgage-backed and asset-backed securities*

     7,308         364         61         7,611         9,281         271         45         9,507   

Mutual funds

     —           —           —           —           17,611         —           —           17,611   

Closed-end bond funds

     26,401         5,161         1,649         29,913         29,255         5,561         1,186         33,630   

Preferred stock

     6,209         1,878         —           8,087         6,209         649         —           6,858   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 
   $ 108,115       $ 7,470       $ 1,739       $ 113,846       $ 162,871       $ 6,517       $ 1,337       $ 168,051   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Reported as:

                       

Cash and cash equivalents

            $ 28,065                $ 84,402   

Short-term investments available-for-sale

              85,781                  83,649   
           

 

 

             

 

 

 
            $ 113,846                $ 168,051   
           

 

 

             

 

 

 

 

* At March 31, 2012 and 2011, approximately $4.6 million and $6.5 million of the estimated fair value presented were mortgage-backed securities, respectively.

 

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Table of Contents

APPLIED MICRO CIRCUITS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

 

The established guidelines for measuring fair value and expanded disclosures regarding fair value measurements are defined as a three-level valuation hierarchy for disclosure of fair value measurements as follows:

 

Level 1 

   Inputs are unadjusted, quoted prices in active markets for identical assets or liabilities at the measurement date.

Level 2

   Inputs (other than quoted market prices included in Level 1) are either directly or indirectly observable for the asset or liability through correlation with market data at the measurement date and for the duration of the instrument’s anticipated life.

Level 3

   Inputs reflect management’s best estimate of what market participants would use in pricing the asset or liability at the measurement date. Consideration is given to the risk inherent in the valuation technique and the risk inherent in the inputs to the model. Valuation of instruments includes unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of assets or liabilities.

The following is a summary of cash, cash equivalents and available-for-sale investments by type of instruments measured at fair value on a recurring basis (in thousands):

 

     March 31, 2012      March 31, 2011  
     Level 1      Level 2      Level 3      Total      Level 1      Level 2      Level 3      Total  

Cash

   $ 15,057       $ —         $ —         $ 15,057       $ 8,766       $ —         $ —         $ 8,766   

Cash equivalents

     10,510         2,498         —           13,008         75,636         —           —           75,636   

U.S. Treasury securities and agency bonds

     16,763         —           —           16,763         9,631         —           —           9,631   

Corporate bonds

     —           23,407         —           23,407         —           6,412         —           6,412   

Mortgage-backed and asset-backed securities

     —           7,611         —           7,611         —           9,507         —           9,507   

Mutual funds

     —           —           —           —           17,611         —           —           17,611   

Closed-end bond funds

     29,913         —           —           29,913         33,630         —           —           33,630   

Preferred stock

     —           8,087         —           8,087         —           6,858         —           6,858   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 
   $ 72,243       $ 41,603       $ —         $ 113,846       $ 145,274       $ 22,777       $ —         $ 168,051   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

There were no significant transfers in and out of Level 1 and Level 2 fair value measurements during the fiscal year ended March 31, 2012.

The Company periodically reviews its strategic investments for other-than-temporary declines in fair value based on the specific identification method and writes down investments when an other-than-temporary decline has occurred. During the fiscal years ended March 31, 2012 and March 31, 2010, the Company recognized impairment charges of its non-marketable strategic investments of $1.0 and $2.0 million, respectively, in other income (expense), net. The fair value was estimated on a non-recurring basis based on Level 3 inputs. The Level 3 inputs used to estimate the fair value of this investment was based on the current cash position and recent operational performance of the investee. During the fiscal year ended March 31, 2012 and 2011, the Company invested $4.8 million and $0.3 million in non-marketable equity investments and this amount was carried at cost at year end, respectively.

 

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Table of Contents

APPLIED MICRO CIRCUITS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

 

At March 31, 2012, the cost and estimated fair values of available-for-sale securities with stated maturities are U.S. Treasury securities and agency bonds, corporate bonds and mortgage-backed and asset-backed securities by contractual maturity are as follows (in thousands):

 

     Cost      Fair Value  

Less than 1 year

   $ 16,683       $ 16,722   

Mature in 1 – 2 years

     26,869         27,026   

Mature in 3 – 5 years

     2,421         2,496   

Mature after 5 years

     1,467         1,537   
  

 

 

    

 

 

 
   $ 47,440       $ 47,781   
  

 

 

    

 

 

 

The following is a summary of gross unrealized losses (in thousands):

 

     Less Than 12 Months of
Unrealized Losses
     12 Months or More of
Unrealized Losses
     Total  
As of March 31, 2012    Estimated
Fair
Value
     Gross
Unrealized
Losses
     Estimated
Fair
Value
     Gross
Unrealized
Losses
     Estimated
Fair
Value
     Gross
Unrealized
Losses
 

U.S. Treasury securities and agency bonds

   $ 8,938       $ 19       $ —         $ —         $ 8,938       $ 19   

Corporate bonds

     5,463         10         —           —           5,463         10   

Mortgage-backed and asset-backed securities

     894         20         353         42         1,247         62   

Closed-end bond funds

     —           —           6,628         1,648         6,628         1,648   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 
   $ 15,295       $ 49       $ 6,981      $ 1,690       $ 22,276       $ 1,739   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

 

     Less Than 12 Months of
Unrealized Losses
     12 Months or More of
Unrealized Losses
     Total  
As of March 31, 2011    Estimated
Fair
Value
     Gross
Unrealized
Losses
     Estimated
Fair
Value
     Gross
Unrealized
Losses
     Estimated
Fair
Value
     Gross
Unrealized
Losses
 

U.S. Treasury securities and agency bonds

   $ 6,227       $ 58       $ —         $ —         $ 6,227       $ 58   

Corporate bonds

     3,672         48         —           —           3,672         48   

Mortgage-backed and asset-backed securities

     2,105         45         —           —           2,105         45   

Closed-end bond funds

     7,951         1,186         —           —           7,951         1,186   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 
   $ 19,955       $ 1,337       $ —         $ —         $ 19,955       $ 1,337   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Other-Than-Temporary Impairment

Based on an evaluation of securities that have been in a loss position, the Company did not recognize an other-than-temporary impairment charge, for the fiscal year ended March 31, 2012. The Company considered various factors which included its intent and ability to hold the underlying securities until its estimated recovery of amortized cost. The other-than-temporary impairment charge for the fiscal years ended March 31, 2012, 2011 and 2010 was zero, zero and approximately $4.1 million, respectively. As of March 31, 2012 and 2011, the Company also had $7.5 million and $6.5 million in gross unrealized gains, respectively. The basis for computing realized gains or losses is by specific identification.

 

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Table of Contents

APPLIED MICRO CIRCUITS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

 

3. Certain Financial Statement Information

Accounts receivable:

 

     March 31,  
     2012     2011  
     (In thousands)  

Accounts receivable

   $ 23,765      $ 21,321   

Less: allowance for bad debts

     (1,099     (1,324
  

 

 

   

 

 

 
   $ 22,666      $ 19,997   
  

 

 

   

 

 

 

Inventories:

 

     March 31,  
     2012      2011  
     (In thousands)  

Finished goods

   $ 17,883       $ 21,255   

Work in process

     3,818         4,334   

Raw materials

     1,543         972   
  

 

 

    

 

 

 
   $ 23,244       $ 26,561   
  

 

 

    

 

 

 

Other current assets:

 

     March 31,  
     2012      2011  
     (In thousands)  

Prepaid expenses*

   $ 20,353       $ 14,543   

Executive deferred compensation assets

     1,344         2,003   

Deposits

     899         749   

Gain receivable on strategic investment

     7,100         —     

Other

     1,409         1,060   
  

 

 

    

 

 

 
   $ 31,105       $ 18,355   
  

 

 

    

 

 

 

 

* The increase in Prepaid expenses relates primarily to IP license fees

Property and equipment:

 

     Useful
Life
     March 31,  
        2012     2011  
     (In years)      (In thousands)  

Machinery and equipment*

     5-7       $ 36,600      $ 29,837   

Leasehold improvements

     1-15         14,228        12,783   

Computers, office furniture and equipment

     3-7         43,929        37,664   

Buildings

     31.5         2,756        2,756   

Land

     —           9,800        9,800   
     

 

 

   

 

 

 
        107,313        92,840   

Less: accumulated depreciation and amortization

        (69,213     (60,817
     

 

 

   

 

 

 
      $ 38,100      $ 32,023   
     

 

 

   

 

 

 

 

* Includes capitalized mask set costs

 

F-18


Table of Contents

APPLIED MICRO CIRCUITS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

 

Goodwill and purchased intangible assets:

Goodwill is as follows (in thousands):

 

     Fiscal Years Ended March 31,  
     2012     2011     2010  

Beginning balance, gross

   $ 4,441,026      $ 4,441,026      $ 4,441,026   

Accumulated amortization and impairments

     (4,441,026     (4,441,026     (4,441,026

Beginning balance, net

     —          —          —     

Goodwill related to TPack acquisition (see note 12)

     13,183        13,183        —     
  

 

 

   

 

 

   

 

 

 

Ending balance

   $ 13,183      $ 13,183      $ —     
  

 

 

   

 

 

   

 

 

 

Purchase-related intangibles were as follows (in thousands):

 

    March 31, 2012     March 31, 2011  
    Gross     Accumulated
Amortization
and
Impairments
    Net     Weighted
average
remaining
useful life
    Gross     Accumulated
Amortization
and
Impairments
    Net     Weighted
average
remaining
useful life
 

Developed technology/in-process research and development

  $ 441,300      $ (429,054   $ 12,246        4.6      $ 441,300      $ (425,502   $ 15,798        5.2   

Customer relationships

    12,830        (8,881     3,949        2.9        12,830        (6,581     6,249        3.5   

Patents/core technology rights/trade name

    63,206        (62,767     439        1.5        63,206        (61,865     1,341        1.5   
 

 

 

   

 

 

   

 

 

     

 

 

   

 

 

   

 

 

   
  $ 517,336      $ (500,702   $ 16,634        $ 517,336      $ (493,948   $ 23,388     
 

 

 

   

 

 

   

 

 

     

 

 

   

 

 

   

 

 

   

The estimated future amortization expense of purchased intangible assets to be charged to cost of sales and operating expenses as of March 31, 2012, is as follows (in thousands):

 

     Cost of
Sales
     Operating
Expenses
     Total  

Fiscal Years Ending March 31, 2013

   $ 2,717       $ 1,926       $ 4,643   

2014

     2,717         1,189         3,906   

2015

     2,717         904         3,621   

2016

     2,717         369         3,086   

2017 and thereafter

     1,378         —           1,378   
  

 

 

    

 

 

    

 

 

 

Total

   $ 12,246       $ 4,388       $ 16,634   
  

 

 

    

 

 

    

 

 

 

Other Assets:

 

     March 31,  
     2012      2011  
     (In thousands)  

Non-current portion of prepaid expenses

   $ 4,193       $ 5,769   

Strategic investments

     4,750         1,330   

Other

     1,331         —     
  

 

 

    

 

 

 
   $ 10,274       $ 7,099   
  

 

 

    

 

 

 

 

F-19


Table of Contents

APPLIED MICRO CIRCUITS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

 

Other accrued liabilities:

 

     March 31,  
     2012      2011  
     (In thousands)  

Customer deposits*

   $ 415       $ 953   

Employee related liabilities

     2,051         2,306   

Executive deferred compensation

     1,344         2,003   

Income taxes

     1,401         1,157   

Professional fees

     961         735   

Contingent consideration

     618         3,150   

Other

     2,262         2,444   
  

 

 

    

 

 

 
   $ 9,052       $ 12,748   
  

 

 

    

 

 

 

 

* Includes credit balances in Accounts Receivables that have been reclassified as Other Accrued Liabilities

Warranty Reserves:

The Company’s products typically carry a one year warranty. The Company establishes reserves for estimated product warranty costs at the time revenue is recognized. Although the Company engages in extensive product quality programs and processes, its warranty obligation is affected by product failure rates, use of materials and service delivery costs incurred in correcting any product failure. Should actual product failure rates, use of materials or service delivery costs differ from the Company’s estimates, additional warranty reserves could be required, which could reduce its gross margin.

The following table summarizes warranty reserve activity (in thousands):

 

         Year Ended March 31,      
     2012     2011  

Beginning balance

   $ 176      $ 169   

Charged to (reductions in) costs of revenues

     515        222   

Charges incurred

     (237     (215
  

 

 

   

 

 

 

Ending balance

   $ 454      $ 176   
  

 

 

   

 

 

 

Interest income (expense), net and other-than-temporary impairment:

 

     Fiscal Years Ended March 31,  
     2012      2011      2010  
     (In thousands)  

Interest income

   $ 3,601       $ 6,163       $ 6,207   

Net realized gain on short-term investments

     646         3,727         1,380   

Impairments of short-term investments and marketable securities

     —           —           (4,147
  

 

 

    

 

 

    

 

 

 
   $ 4,247       $ 9,890       $ 3,440   
  

 

 

    

 

 

    

 

 

 

 

F-20


Table of Contents

APPLIED MICRO CIRCUITS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

 

Other income, net:

 

     Fiscal Years Ended March 31,  
     2012     2011      2010  
     (In thousands)  

Net gain/(impairment) of strategic investments

   $ 7,147      $ —         $ (2,000

Net gain (loss) on disposals of property

     (10     323         (103

Other, net

     300        474         552   
  

 

 

   

 

 

    

 

 

 
   $ 7,437      $ 797       $ (1,551
  

 

 

   

 

 

    

 

 

 

Net loss per share:

Shares used in basic net loss per share are computed using the weighted average number of common shares outstanding during each period. Shares used in diluted net income per share include the dilutive effect of common shares potentially issuable upon the exercise of stock options, vesting of restricted stock units (“RSUs”) and outstanding warrants. However, potentially issuable common shares are not used in computing diluted net loss per share as their effect would be anti-dilutive due to the loss recorded during the periods presented. The reconciliation of shares used to calculate basic and diluted net loss per share consists of the following (in thousands, except per share data):

 

     Fiscal Years Ended March 31,  
     2012     2011     2010  

Net income (loss):

      

From continuing operations

   $ (82,688   $ (1,006   $ (13,597

From discontinued operations, net of taxes

     —          —          6,112   
  

 

 

   

 

 

   

 

 

 

Net loss

   $ (82,688   $ (1,006   $ (7,485
  

 

 

   

 

 

   

 

 

 

Shares used in net income (loss) per share computation:

      

Weighted average common shares outstanding

     62,245        65,160        66,006   
  

 

 

   

 

 

   

 

 

 

Basic and diluted net income (loss) per share:

      

From continuing operations

   $ (1.33   $ (0.02   $ (0.21

From discontinued operations, net of taxes

     —          —          0.10   
  

 

 

   

 

 

   

 

 

 

Net loss per share

   $ (1.33   $ (0.02   $ (0.11
  

 

 

   

 

 

   

 

 

 

The effect of anti-dilutive securities (comprised of options and restricted stock units) totaling 9.0 million, 3.7 million and 6.8 million equivalent shares for the fiscal years ended March 31, 2012, 2011 and 2010, respectively, have been excluded from the net loss per share computation, as their impact would be anti-dilutive because the Company has incurred losses in the periods presented.

The effect of dilutive securities (comprised of options and restricted stock units) totaling 0.5 million, 2.0 million and 1.7 million equivalent shares for the fiscal years ended March 31, 2012, 2011 and 2010, respectively, have been excluded from the net loss per share computation, as their impact would be anti-dilutive because the Company has incurred losses in the periods presented.

Total equivalent shares excluded from the net (loss) income per share computation is 9.5 million, 5.7 million and 8.5 million for the fiscal years ended March 31, 2012, 2011 and 2010, respectively.

 

F-21


Table of Contents

APPLIED MICRO CIRCUITS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

 

4. Veloce

The Company and Veloce are parties to a development agreement, dated as of May 17, 2009, as amended on November 8, 2010 and July 18, 2011 (the “Development Agreement”) pursuant to which Veloce has agreed to perform product development work for the Company on an exclusive basis for up to five years for cash and other consideration, including a warrant to purchase shares of the Company’s common stock which was scheduled to vest in quarterly increments through December 2012. A portion of the vested warrant has been committed to be distributed to the employees of Veloce and will be settled in cash instead of common stock. Therefore, the Company has recognized stock-based compensation expense in R&D expense and recorded a corresponding liability for this distribution in the Company’s consolidated financial statements. The warrant was 69% vested as of March 31, 2012.

Pursuant to the Development Agreement, the Company is paying Veloce $2.3 million per quarter for up to twelve consecutive quarters in order to assist Veloce in meeting its expenses to perform its obligations under the agreement. In July 2011, the Company agreed to pay Veloce an additional $2.0 million over four quarters to cover certain increased expenses under the Development Agreement. These additional payments started in July 2011 and will end in the quarter ending June 30, 2012, or earlier in the event the Company acquires Veloce. The Company recognizes the payments as research and development expenses when such operating costs have been incurred by Veloce. During the fiscal years ended March 31, 2012, 2011 and 2010, the Company recognized $13.1 million, $11.2 million and $6.2 million of costs incurred by Veloce as research and development expense, respectively.

The Company proposes to acquire Veloce in accordance with the terms and conditions of the Agreement and Plan of Merger, entered into as of May 17, 2009, as amended by Amendment No. 1 to Agreement and Plan of Merger, entered into as of November 8, 2010 (the “First Amendment”), and collectively referred to as “Original Merger Agreement”. Under the Original Merger Agreement, the Company agreed to acquire Veloce if certain performance milestones and delivery schedules set forth therein are achieved. Should the Company acquire Veloce pursuant to the Original Merger Agreement, the purchase price payable by the Company was estimated to be in the range of approximately $7 million up to approximately $135 million. The final price would be based upon the achievement and timing of multiple product development milestones, as adjusted based upon actual technical performance results.

Upon entering into the Development Agreement and the Original Merger Agreement, the consolidated financial statements of the Company have included all of the accounts of Veloce for all fiscal years presented. For accounting purposes, the consideration payable for the acquisition of Veloce will be considered compensatory and will be recognized as research and development expense when the payment is deemed probable, estimable and earned. Recognition of these costs will occur when certain development and performance milestones become probable of achievement and earned. As of March 31, 2012, one significant performance and development milestone set forth under the Original Merger Agreement was considered probable of achievement. No other product development milestones included in the Original Merger Agreement were considered probable of achievement as of March 31, 2012.

On April 5, 2012 the Original Merger Agreement was amended (“Second Amendment”). Pursuant to the Second Amendment, the closing of the Company’s acquisition of Veloce was set to occur upon achievement of a specified FPGA product development milestone by Veloce (the “FPGA II Milestone”) and the satisfaction or waiver of certain closing conditions and consummation of certain other transactions contemplated by the Second Amendment (the “Closing”). The Closing currently is expected to occur during the first quarter of fiscal 2013.

 

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APPLIED MICRO CIRCUITS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

 

Upon the Closing, each authorized share of Veloce’s capital stock or share equivalent will convert into the right to receive, subject to the satisfaction of any vesting requirements, if applicable, a portion of the total consideration which consists of the following:

 

   

$60.4 million upon the Closing; and

 

   

Additional amounts ranging from 0 to $75 million, in the event that certain post-Closing product development milestones are achieved. These post-Closing product development milestones are generally consistent with the product development milestones that were established in connection with the Original Merger Agreement.

At the election of the Company, the consideration to be paid will be in cash, common stock of the Company or a combination of the two. The Company anticipates that a portion of the $60.4 million will be paid out at the Closing to the holders of Veloce common stock or stock equivalents and the remaining portion of the $60.4 million will be payable over a period that is expected to be in excess of twelve months, upon the satisfaction of additional vesting requirements.

One significant product development milestone included in both the First Amendment and Second Amendment was considered probable of achievement as of March 31, 2012. The Company estimated the amount earned by Veloce in connection with this product development milestone was equal to the consideration of $60.4 million that the Company has committed to pay upon the Closing. Accordingly, the Company has recognized $60.4 million of research and development expense for the fiscal year ended March 31, 2012. The total payment associated with this product development milestone may be greater than $60.4 million upon completion. The estimated total consideration to be paid in excess of the $60.4 million will be recognized ratably over the remaining estimated period to complete this product development milestone. As of March 31, 2012, the additional performance milestones included in the First Amendment were not considered probable of being achieved. Expense recognition in connection with additional consideration to be paid in future periods will begin when the product development milestones included in the Second Amendment become probable of achievement.

In connection with the Second Amendment, the Company and Veloce have also modified the warrant to purchase shares of the Company’s common stock, previously granted to Veloce in May 2009 and amended in November 2010, by accelerating the vesting schedule to be fully vested as of April 5, 2012.

5. Stockholders’ Equity

Preferred Stock

The Certificate of Incorporation allows for the issuance of up to two million shares of preferred stock in one or more series and to fix the rights, preferences, privileges and restrictions thereof, including dividend rights, dividend rates, conversion rights, voting rights, terms of redemption, redemption prices, liquidation preferences, and the number of shares constituting any series of the designation of such series, without further vote or action by the stockholders.

Common Stock

At March 31, 2012 the Company had 375.0 million shares authorized for issuance and approximately 61.9 million shares issued and outstanding. At March 31, 2011, there were approximately 63.7 million shares issued and outstanding.

 

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APPLIED MICRO CIRCUITS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

 

Stock Repurchase Program

In August 2004, the Board authorized a stock repurchase program for the repurchase of up to $200.0 million of the Company’s common stock. Under the program, the Company is authorized to make purchases in the open market or enter into structured stock repurchase agreements. In October 2008, the Board increased the stock repurchase program by $100.0 million. During the fiscal year ended March 31, 2012, 3.5 million shares were repurchased on the open market at a weighted average price of $5.98 per share. During the fiscal year ended March 31, 2011, 3.7 million shares were repurchased on the open market at a weighted average price of $10.70 per share. From the time the program was first implemented in August 2004, the Company has repurchased on the open market a total of 17.2 million shares at a weighted average price of $10.08 per share. All repurchased shares were retired upon delivery to the Company.

In February 2011, the Company entered into a Rule 10b5-1 plan to repurchase up to 3.0 million shares of its common stock at various price parameters. Included in the open market repurchases during the year ended March 31, 2012 are 0.3 million shares that were repurchased under this Rule 10b5-1 plan at a weighted average price of $9.98 per share. At the time, in May 2011, this Rule 10b5-1 plan was cancelled, the Company repurchased 1.0 million shares at a weighted average price of $10.00 per share under this Rule 10b5-1 plan.

The Company also utilizes structured stock repurchase agreements to buy back shares which are prepaid written put options on its common stock. The Company pays a fixed sum of cash upon execution of each agreement in exchange for the right to receive either a pre-determined amount of cash or stock depending on the closing market price of its common stock on the expiration date of the agreement. Upon expiration of each agreement, if the closing market price of its common stock is above the pre-determined price, the Company will have its cash investment returned with a premium. If the closing market price is at or below the pre-determined price, the Company will receive the number of shares specified at the agreement inception. The Company considers the guidance in ASC Topic 480-10, Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity and ASC Topic 815-40, Accounting for Derivative Financial Instruments Indexed to, and Potentially Settled in, a Company’s Own Stock. Any cash received, including the premium, is treated as additional paid-in capital on the balance sheet.

During the fiscal year ended March 31, 2012 and 2011, the Company entered into structured stock repurchase agreements totaling $10.0 million during each period. For those agreements that had been settled during the fiscal year ended March 31, 2012, the Company received 1.0 million in shares of its common stock at an effective purchase price of $9.74 per share from the settled structured stock repurchase agreements. For those agreements that had been settled during the fiscal year ended March 31, 2011, the Company received $15.5 million in cash and 0.5 million in shares of its common stock at an effective purchase price of $10.01 per share from the settled structured stock repurchase agreements. At March 31, 2012, the Company had no outstanding structured stock repurchase agreements. From the inception of the Company’s most recent stock repurchase program in August 2004, it entered into structured stock repurchase agreements totaling $277.5 million. Upon settlement of these agreements, as of March 31, 2012, the Company received $179.8 million in cash and 10.0 million shares of its common stock at an effective purchase price of $9.78 per share.

 

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APPLIED MICRO CIRCUITS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

 

The table below is a plan-to-date summary of the Company’s repurchase program activity as of March 31, 2012 (in thousands, except per share data):

 

     Aggregate
Price
     Repurchased
Shares
     Average Price
Per Share
 

Stock repurchase program

        

Authorized amount

   $ 300,000       $ —         $ —     

Open market repurchases

     172,958         17,158         10.08   

Structured stock repurchase agreements*

     110,517         9,989         11.06   
  

 

 

    

 

 

    

 

 

 

Total repurchases

   $ 283,475       $ 27,147       $ 10.44   
  

 

 

    

 

 

    

 

 

 

Available for repurchase

   $ 16,525         
  

 

 

       

 

* The amounts above do not include gains recorded to additional paid-in-capital of $12.8 million from structured stock repurchase agreements which settled in cash. The average price per share for structured stock repurchase agreements adjusted for gains from settlements in cash would have been $9.78 per share and for total repurchases would have been $9.97 per share.

Stock Options

The Company has granted stock options to employees and non-employee directors under several plans. These option plans include two stockholder-approved plans (the 1992 Stock Option Plan and 1997 Directors’ Stock Option Plan) and four plans not approved by stockholders (the 2000 Equity Incentive Plan, Cimaron Communications Corporation’s 1998 Stock Incentive Plan assumed in the fiscal 1999 merger, and JNI Corporation’s 1997 and 1999 Stock Option Plans assumed in the fiscal 2004 merger). Certain other outstanding options were assumed through the Company’s various acquisitions.

In April 2011, the Compensation Committee and the Board of Directors approved the Company’s 2011 Equity Incentive Plan (“2011 Plan”). The Company’s stockholders approved the 2011 Plan during its August 2011 annual meeting. The 2011 Plan serves as a successor to the 1992 Plan and no additional equity awards will be granted under the 1992 Plan. The total number of shares of common stock reserved for issuance under the 2011 Plan consists of 4.2 million shares plus up to 10.9 million shares subject to any stock awards under the 1992 Plan or the 2000 Plan that terminate or are forfeited or repurchased and would otherwise be returned to the share reserve under the 1992 Plan or the 2000 Plan, respectively.

The Board has delegated administration of the Company’s equity plans to the Compensation Committee, which generally determines eligibility, vesting schedules and other terms for awards granted under the plans. Options under the plans expire not more than ten years from the date of grant and are generally exercisable upon vesting. Vesting generally occurs over four years. New hire grants generally vest and become exercisable at the rate of 25% on the first anniversary of the date of grant and ratably on a monthly basis over a period of 36 months thereafter; subsequent option grants to existing employees generally vest and become exercisable ratably on a monthly basis over a period of 48 months measured from the date of grant.

In May 2009, Dr. Gopi, our CEO, was awarded 300,000 stock options for “Extraordinary Accomplishment.” The Black-Scholes value of these stock options is $1.1 million. These options will vest only if Company performance milestones are satisfied; otherwise they will expire unvested. The first milestone for 75,000 shares will vest only if we achieve an annual revenue target of $270 million or more for any fiscal year from fiscal 2010 through fiscal 2013. The next milestone for another 75,000 shares will vest only if we achieve an annual revenue target of $310 million or more for any fiscal year from fiscal 2010 through fiscal 2013 or an annual revenue target of $350 million or more for fiscal 2014. The last milestone for 150,000 shares will vest only if we achieve an annual operating margin of 13.5% of

 

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APPLIED MICRO CIRCUITS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

 

annual revenue or higher in fiscal 2013 or 15% or higher for any fiscal year from fiscal 2010 through fiscal 2012. The Company evaluates the probability of achieving the milestones and adjusts any stock option expense accordingly.

In February 2012, Dr. Gopi, our CEO, was awarded 500,000 restricted stock units. The Black-Scholes value of these stock options is $3.7 million. These options will vest only if the Company’s performance milestones relating to the Veloce merger are satisfied; otherwise they will expire unvested. The Company evaluates the probability of achieving the milestones and adjusts any stock option expense accordingly.

At March 31, 2012, 2011, and 2010 there were no shares of common stock subject to repurchase. Options are granted at prices at least equal to fair value of the Company’s common stock on the date of grant.

A summary of the Company’s stock option activity and related information is as follows (options in thousands):

 

     Fiscal Years Ended March 31,  
     2012      2011      2010  
     Options     Weighted
Average
Exercise
Price
     Options     Weighted
Average
Exercise
Price
     Options     Weighted
Average
Exercise
Price
 

Outstanding at the beginning of the year

     5,390      $ 11.91         6,310      $ 11.76         7,923      $ 13.60   

Granted and assumed

     250        10.10         599        11.89         1,141        7.55   

Exercised

     (156     5.11         (549     7.32         (407     4.92   

Forfeited

     (1,320     16.20         (970     13.60         (2,347     17.09   
  

 

 

   

 

 

    

 

 

   

 

 

    

 

 

   

 

 

 

Outstanding at the end of the year

     4,164      $ 10.67         5,390      $ 11.90         6,310      $ 11.76   
  

 

 

   

 

 

    

 

 

   

 

 

    

 

 

   

 

 

 

Vested and expected to vest at the end of the year

     4,112      $ 10.69         5,288      $ 11.96         6,156      $ 11.88   
  

 

 

   

 

 

    

 

 

   

 

 

    

 

 

   

 

 

 

Vested at the end of the year

     3,119      $ 11.28         3,810      $ 13.35         4,125      $ 14.21   
  

 

 

   

 

 

    

 

 

   

 

 

    

 

 

   

 

 

 

While the Company’s stock options outstanding at the end of the year have decreased since the fiscal year ended March 31, 2010, there has been a corresponding increase in the Company’s restricted stock unit activity. See “Restricted Stock Units.”

The following is a further breakdown of the options outstanding at March 31, 2012 (options in thousands):

 

Range of Exercise Prices

   Options
Outstanding
     Weighted
Average
Remaining
Contractual
Life
     Weighted
Average
Exercise Price
     Options
Exercisable
     Weighted
Average
Exercise Price
 

$  0.52 - $   7.12

     922         3.58       $ 6.38         459       $ 5.10   

    7.13 -       8.07

     854         4.57         7.71         752         7.7   

    8.08 -     11.86

     976         5.39         10.34         609         10.09   

  11.87 -     14.40

     853         3.80         12.95         740         13.06   

  14.41 -     26.60

     559         2.09         19.38         559         19.38   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

$  0.52 - $  26.60

     4,164         4.05       $ 10.67         3,119       $ 11.28   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

As of March 31, 2012, the aggregate pre-tax intrinsic value of options outstanding and exercisable was $0.5 million and options outstanding was $0.6 million. The aggregate pre-tax intrinsic value of options exercised during the fiscal year ended March 31, 2011 was $2.1 million.

 

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Table of Contents

APPLIED MICRO CIRCUITS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

 

Restricted Stock Units

The Company has granted restricted stock units (“RSUs”) pursuant to its 1992 Plan and 2000 Equity Incentive Plan as part of its regular annual employee equity compensation review program as well as to new hires. RSUs are share awards that, upon vesting, will deliver to the holder shares of the Company’s common stock. Generally, RSUs vest ratably on a quarterly basis over four years from the date of grant. For employees hired after May 15, 2006, RSUs will vest on a quarterly basis over four years from the date of hire provided that no shares will vest during the first year of employment, at the end of which the shares that would have vested during that year will vest and the remaining shares will vest over the remaining 12 quarters.

In May 2009, the Company issued three-year performance-based RSU grants, or “EBITDA” Grants. Vesting for the EBITDA Grants is subject to (i) the Company’s performance as measured by earnings before interest, taxes, depreciation and amortization (“EBITDA”), and (ii) individual performance as measured by the accomplishment of goals and objectives. For the fiscal year ended March 31, 2012, no EBITDA performance awards vested as the Company did not exceed its “stretch” EBITDA target. For the fiscal years ended March 31, 2011 and 2010, 36% and 34%, respectively, of the three-year performance pool had vested because the Company’s performance did exceed its “stretch” EBITDA target. The Company evaluates the probability of achieving the milestones and adjusts any RSU expense which is included in stock-based compensation expense. The EBITDA1 grant was completed in 2012 and no additional grants will be made under this grant.

In April 2011, the Committee authorized additional three-year performance-based RSU grants, or “EBITDA2” Grants. EBITDA2 Grants are similar to the EBITDA Grant program introduced in 2009 with one major exception. For Vice Presidents, the Company EBITDA attainment scale must be 50% or more for RSU share vesting to occur in that year. As with the previous EBITDA program, unearned amounts based on Company performance will roll over to the subsequent year, offering a “make-up” opportunity based on future company performance and unvested RSU shares remaining at the end of the three-year program period will expire unvested. The Company evaluates the probability of achieving the milestones and adjusts any RSU expense which is included in stock-based compensation expense.

In November 2011, the Committee authorized additional 18-month performance-based RSU grants, or “Performance Retention Grants”, which are intended to incentivize superior performance and retain key employees. Vesting for the Performance Retention Grants is subject to (i) the accomplishment of goals and objectives of the individual’s business unit and (ii) individual performance as measured by the accomplishment of individual goals and objectives. These RSU shares vest 2/3 after one year, with certain unearned amounts able to roll over to the subsequent vesting period, and 1/3 after 18 months. Unvested RSU shares remaining at the end of the 18-month program period will expire unvested. The Company evaluates the probability of achieving the goals and objectives and adjusts any RSU expense which is included in stock-based compensation expense.

A summary of the Company’s restricted stock unit activity and related information in the three fiscal years ended March 31, 2012 is as follows (shares in thousands):

 

     Fiscal Years Ended March 31,  
         2012             2011             2010      

Outstanding at the beginning of the year

     3,074        3,687        1,467   

Awarded during the year

     8,833        1,584        3,716   

Vested during the year

     (1,701     (1,557     (624

Cancelled during the year

     (962     (640     (872
  

 

 

   

 

 

   

 

 

 

Outstanding at the end of the year

     9,244        3,074        3,687   
  

 

 

   

 

 

   

 

 

 

 

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APPLIED MICRO CIRCUITS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

 

The weighted average remaining contractual term for the restricted stock units outstanding as of March 31, 2012 was 1.7 years.

As of March 31, 2012, the aggregate pre-tax intrinsic value of restricted stock units outstanding was $64.2 million and the aggregate pre-tax intrinsic value of restricted stock units released during the fiscal year ended March 31, 2012 was $15.5 million.

Employee Stock Purchase Plan

The Company has in effect an employee stock purchase plan under which 4.8 million shares of common stock was reserved for issuance. In August 2010, the Company’s stockholders approved the proposal to increase the number of shares reserved for issuance to 6.3 million shares. Under the terms of this plan, purchases are made semiannually and the purchase price of the common stock is equal to 85% of the fair market value of the common stock on the first or last day of the offering period, whichever is lower. During the fiscal years ended March 31, 2012 and 2011, 0.9 million and 0.4 million respectively shares were issued each year under this plan. At March 31, 2012, 6.2 million shares had been issued under this plan and 0.9 million shares were available for future issuance.

Warrants

On May 17, 2009, the Company entered into a development agreement with Veloce pursuant to which Veloce agreed, among other things, to perform development work for the Company on an exclusive basis for up to five years for cash and other consideration, including a warrant to purchase shares of the Company’s common stock (the “Warrant”). The Warrant vesting schedule was amended in conjunction with the amended development agreement on November 8, 2010. In connection with the Merger Agreement amendment entered into on April 5, 2012, the Company and Veloce further modified the Warrant by fully accelerating the vesting schedule thereunder. See Note 4 for further details of the agreements amended on April 5, 2012.

The Warrant expires on July 15, 2014 and has an exercise price of $0.01 per share. The Warrant was 69% vested as of March 31, 2012. The remaining Warrant shares were scheduled to vest quarterly through December 2012, but were fully accelerated effective April 5, 2012. A portion of the vested shares has been committed to be distributed to the employees of Veloce. Such committed portion has been and will continue to be settled in cash instead of common stock, pursuant to which Veloce sells the committed shares and distributes the proceeds to its employees. Therefore, the Company has recognized stock-based compensation expense which is included in R&D expense and recorded a corresponding liability for the amount to be distributed as of March 31, 2012. No stock-based compensation expense has been recognized for the portion of the Warrant that has been retained by Veloce.

Common Shares Reserved for Future Issuance

At March 31, 2012, the Company has the following shares of common stock reserved for issuance upon the exercise of equity instruments (in thousands):

 

Options granted and outstanding

     4,164   

Restricted Stock Units

     9,244   

Options and RSUs authorized for future grants

     1,231   

Employee Stock Purchase Plan

     898   

Warrants outstanding

     203   
  

 

 

 
     15,740   
  

 

 

 

 

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Table of Contents

APPLIED MICRO CIRCUITS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

 

6. Income Taxes

Loss from continuing operations before income tax consists of the following (in thousands):

 

     Fiscal Years Ended March 31,  
     2012     2011     2010  

Loss from continuing operations before income tax:

      

Domestic income (loss)

   $ (78,630   $ 536      $ (26,229

Foreign income (loss)

     (3,130     (1,143     2,022   
  

 

 

   

 

 

   

 

 

 
   $ (81,760   $ (607   $ (24,207
  

 

 

   

 

 

   

 

 

 

Income tax expense (benefit) from continuing operations consists of the following (in thousands):

 

     Fiscal Years Ended March 31,  
     2012     2011     2010  

Current:

      

Federal

   $ 147      $ (17   $ (10,078

Foreign

     1,034        285        213   

State

     60        131        (745
  

 

 

   

 

 

   

 

 

 

Total Current

     1,241        399        (10,610

Deferred:

      

Foreign

     (313     —          —     

State

     —          —          —     
  

 

 

   

 

 

   

 

 

 

Total Deferred

     (313 )     —          —     
  

 

 

   

 

 

   

 

 

 
   $ 928      $ 399      $ (10,610
  

 

 

   

 

 

   

 

 

 

The provision (benefit) for income taxes reconciles to the amount computed by applying the federal statutory rate (35%) to loss before income taxes as follows for continuing operations (in thousands):

 

     Fiscal Years Ended March 31,  
     2012     2011     2010  
     $     %     $     %     $     %  

Tax at federal statutory rate

   $ (28,613     35   $ (212     35   $ (8,473     35

Tax benefit from loss from continuing operations

     (123 )     —          —          —          (10,386 )     43   

Other Permanent Differences

     2,295        (3     1,903        (314     1,144        (5

State taxes, net of federal benefit

     (3,937     5        (30     5        (903     4   

Federal tax credits

     (4,131     5        (3,010     496        (1,746     7   

State tax credits

     (622     1        (409     67        (295     1   

Veloce accrued liability

     24,046        (29     —          —          —          —     

Valuation allowance

     11,600        (14     1,441        (237     9,706        (40

Change in contingency reserve

     52        —          94        (15     (36     —     

Other

     361        (1     622        (102     379        (2
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
   $ 928        (1 )%    $ 399        (66 )%    $ (10,610     43
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

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Table of Contents

APPLIED MICRO CIRCUITS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

 

Significant components of the Company’s deferred tax assets and liabilities for federal and state income taxes are as shown below (in thousands):

 

     March 31,  
     2012     2011  

Deferred tax assets:

    

Net operating loss carryforwards

   $ 284,210      $ 278,615   

Research and development credit carryforwards

     78,621        74,061   

Inventory write-downs and other reserves

     9,748        8,459   

Capitalization of research and development costs

     8,451        9,071   

Goodwill

     8,248        9,154   

Intangible assets

     46,681        53,153   

Investment impairment

     4,083        8,748   

Stock-based compensation

     26,975        27,071   

Other

     979        589   
  

 

 

   

 

 

 

Total deferred tax assets

     467,996        468,921   

Deferred tax liabilities:

    

Depreciation and amortization

     (2,402     (7,155

Intangible assets

     —          (494
  

 

 

   

 

 

 

Net deferred tax asset

     465,594        461,272   

Valuation allowance

     (465,281     (461,272
  

 

 

   

 

 

 
   $ 313      $ —     
  

 

 

   

 

 

 

At March 31, 2012, the Company has federal and state R&D tax credit carryforwards of approximately $96.3 million and $51.1 million, respectively, which begin to expire in the fiscal year ending March 31, 2014 unless previously utilized. The Company also has federal and state net operating loss carryforwards of approximately $1,051.5 million and $581.9 million, respectively, which will begin to expire in fiscal year 2018 and fiscal year 2013, respectively. Federal and state laws impose restrictions on the utilization of net operating loss and tax credit carryforwards in the event of an “ownership change” for tax purposes as defined by Section 382 of the Internal Revenue Code. The Company has completed a Section 382 analysis regarding the limitation of net operating loss and R&D tax credit carryforwards. There were no ownership changes identified.

As a result of the adoption of ASC 718-10, the Company recognizes tax benefits associated with the exercise of stock options directly to stockholders’ equity only when realized. Accordingly, deferred tax assets are not recognized for net operating loss carryforwards resulting from tax benefits occurring from April 1, 2006 onward. A windfall tax benefit occurs when the actual tax benefit realized upon an employee’s disposition of a share-based award exceeds the deferred tax asset, if any, associated with the award.

The Company has established a valuation allowance against most of its net deferred tax assets, due to uncertainty regarding their future realization. In assessing the realizability of its deferred tax assets, management considers cumulative losses, the scheduled reversal of deferred tax liabilities, projected future taxable income, and tax planning strategies. Based on the projections for future taxable income over the periods in which the deferred tax assets are realizable and the full utilization of the Company’s loss carryback potential, management concluded that a valuation allowance should be recorded in 2012, 2011 and 2010 against most of its deferred tax assets.

The Company adopted the provisions of ASC 740-10 as it relates to accounting for uncertainty in income taxes, on April 1, 2007. The adoption of ASC 740-10 was not material to the financial statements due to a full

 

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APPLIED MICRO CIRCUITS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

 

valuation allowance against deferred tax assets. The total amount of unrecognized tax benefits as of the date of adoption was $37.4 million, including interest and penalties.

The following is a tabular reconciliation of the Unrecognized Tax Benefits activity during the fiscal year ended March 31, 2012 (in thousands):

 

Opening Balance

   $  40,614   

Gross increases — tax positions in prior period

     867   

Gross increases — current-period tax positions

     1,698   
  

 

 

 

Ending Balance

   $ 43,179   
  

 

 

 

If recognized, approximately $0.5 million of the $43.2 million of unrecognized tax benefits would affect the Company’s effective tax rate.

The Company recognizes interest accrued related to unrecognized tax benefits in interest expense and penalties in income tax expense. As of March 31, 2012, the Company has recognized $0.1 million of accrued interest and penalties related to uncertain tax positions.

The Company is subject to taxation in the U.S. and various states and foreign jurisdictions.

Effectively, all of the Company’s historical tax years are subject to examination by the Internal Revenue Service and various state jurisdictions due to the generation of net operating loss and credit carryforwards. With few exceptions, the Company is no longer subject to foreign examinations by tax authorities for years before 2008.

The Company does not foresee significant changes to its unrecognized tax benefits within the next twelve months.

7. Restructuring Charges

The Company recognizes restructuring costs associated with exit or disposal activities. Cost relating to facilities closure or lease commitments are recognized when the facility has been exited. Termination costs are recognized when the cost are deemed both probable and estimable. Over the last several years, the Company has undertaken significant restructuring activities under several plans in an effort to reduce operating costs. A combined summary of the recent activity of the restructuring programs initiated by the Company is as follows (in thousands):

 

     Workforce
Reduction
    Facilities
Consolidation
and
Operating
Lease
Commitments
    Total  

Liability, March 31, 2010

   $ 393      $ 190      $ 583   

Restructuring charges

     486        112        598   

Cash payments

     (831     (284     (1,115

Reductions to estimated liability

     (48     (18     (66
  

 

 

   

 

 

   

 

 

 

Liability, March 31, 2011

   $ —        $ —        $ —     
  

 

 

   

 

 

   

 

 

 

Restructuring charges

   $ 913      $ —        $ 913   

Cash payments

     (875     —          (875

Reductions to estimated liability

     (38     —          (38
  

 

 

   

 

 

   

 

 

 

Liability, March 31, 2012

   $ —        $ —        $ —     
  

 

 

   

 

 

   

 

 

 

 

F-31


Table of Contents

APPLIED MICRO CIRCUITS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

 

Prior Fiscal Years’ Completed Restructuring Programs

The February 2009 restructuring program was implemented to reduce its expenses and excess capacity in response to the worsening economic conditions. The restructuring program consisted of the elimination of approximately 100 positions. As a result of the February 2009 restructuring program, the Company recorded a net charge of $7.8 million, consisting of $4.7 million for employee severances, $0.8 million for operating lease impairments, $1.5 million in contract cancellation charges for a cancelled project and $0.8 million for an asset impairment.

The January 2010 restructuring program was implemented as part of the Company’s ongoing cost reduction efforts and to better align its global operations to achieve greater efficiencies. The Company moved some of its functions offshore, which will allow it to be much closer to its third party subcontract manufacturers, thus reducing costs by taking advantage of its global cost structure and improving efficiencies by eliminating the delays inherent in working in different time zones. The January 2010 restructuring plan includes eliminating or relocating 63 positions. As a result of the January 2010 restructuring program, the Company recorded a charge of $1.0 million, consisting of $0.6 million for employee severances and $0.4 million for an asset impairment in fiscal 2010. During the fiscal year ended March 31, 2011, the Company recorded an additional charge of $0.5 million for employee severances.

The Company has completed all the restructuring activities as described above.

April 2011 Restructuring Program

The April 2011 restructuring program was implemented as part of the Company’s ongoing cost reduction efforts and to better align its global operations to achieve greater efficiencies. The Company moved more of its functions offshore, which will allow it to be closer and more connected to its customer’s third party subcontract manufacturers. The April 2011 restructuring plan includes eliminating or relocating 25 positions. As a result of the April 2011 restructuring program, the Company recorded a charge of $0.9 million for employee severances during the year ended March 31, 2012. All amounts relating to this restructuring action were paid as of March 31, 2012.

8. Commitments

The Company leases certain of its facilities under long-term operating leases, which expire at various dates through the fiscal year ending March 31, 2016. The lease agreements frequently include renewal or other provisions, which require the Company to pay taxes, insurance, maintenance costs or defined rent increases. The Company also licenses certain engineering design software tools under non-cancelable operating leases.

The following table summarizes the Company’s contractual operating leases as of March 31, 2012 (in thousands):

 

     Operating
Leases
 

Fiscal Years Ending March 31, 2013

   $ 2,337   

2014

     2,062   

2015

     950   

2016

     155   
  

 

 

 

Total minimum payments

   $ 5,504   
  

 

 

 

 

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APPLIED MICRO CIRCUITS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

 

The Company did not have any off balance sheet arrangements at March 31, 2012.

Rent expense (including short-term leases and net of sublease income) for the years ended March 31, 2012, 2011, and 2010 was $2.6 million, $2.9 million, and $3.0 million, respectively.

9. Employee Retirement Plan

Effective January 1, 1986, the Company established a 401(k) defined contribution retirement plan (“Retirement Plan”) covering all full-time employees. The Retirement Plan provides for voluntary employee contributions from 1% to 20% of annual compensation, subject to a maximum limit allowed by Internal Revenue Service guidelines. The Company may contribute such amounts as determined by the Board. Employer contributions vest to participants at a rate of 33% per year of service for the first three years of service and 100% thereafter for each year of service. The Company did not make any contributions to the plan for the fiscal years ended March 31, 2012, 2011 and 2010, respectively.

10. Significant Customer and Geographic Information

Based on direct shipments, net revenues to customers that was equal to or greater than 10% of total net revenues in any of the three fiscal years ended March 31, 2012 were as follows:

 

     2012     2011     2010  

Avnet (distributor)

     20     29     30

Wintec (global logistics provider)

     20     —          —     

Flextronics

     11     —          —     

Hon Hai (sub-contract manufacturer)

     —       14     13

 

* Less than 10% of total net revenues for period indicated.

Net revenues by geographic region were as follows (in thousands):

 

     Fiscal Years Ended March 31,  
     2012      2011      2010  

United States of America

   $ 99,214       $ 81,113       $ 68,817   

Taiwan*

     20,950         45,489         33,118   

Hong Kong

     21,458         24,747         16,171   

China

     4,503         9,030         15,427   

Europe

     41,691         45,714         35,372   

Japan

     13,596         9,305         5,580   

Malaysia

     8,276         8,258         3,843   

Singapore

     14,011         11,808         16,123   

Other Asia

     5,790         9,394         2,597   

Other

     1,398         2,852         8,550   
  

 

 

    

 

 

    

 

 

 
   $ 230,887       $ 247,710       $ 205,598   
  

 

 

    

 

 

    

 

 

 

 

* The change is primarily due to a major end customer changing its logistics management program.

All of our revenues are primarily denominated in U.S. dollars, other than revenues that account for less than 10% of our total revenues, which are denominated primarily in Danish Kroner.

As of March 31, 2012, 2011 and 2010, long-lived assets, which represent property, plant and equipment, goodwill and intangible assets, net of accumulated depreciation and amortization, located outside the Americas were not material.

 

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Table of Contents

APPLIED MICRO CIRCUITS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

 

11. Contingencies

Legal Proceedings

The Company acquired JNI Corporation (“JNI”) in October 2003. In November 2001, a class action lawsuit was filed against JNI and the underwriters of its initial and secondary public offerings of common stock in the U.S. District Court for the Southern District of New York, case no. 01 Civ 10740 (SAS). The complaint alleged that defendants violated the Securities Exchange Act of 1934, as amended (the “Exchange Act”), in connection with JNI’s public offerings. This lawsuit was among more than 300 class action lawsuits pending in this District Court that have come to be known as the “IPO laddering cases.” Pursuant to In re Initial Public Offering Securities Litigation, No. 21 MC 92 (SAS), in mid-2009 a settlement was reached in all of the cases. In October 2009, the Court issued an order granting final approval of the settlement and dismissing the case. The settlement did not have a material impact on the Company. The Court subsequently issued a final judgment. Several appeals of the settlement and judgment were filed between October 29 and November 4, 2009. Should the settlement be overturned on appeal and the final judgment vacated, the Company could be exposed to additional liabilities and such liability, if any, could not be reasonably estimated at this time.

In 1993, the Company was named as a Potentially Responsible Party (“PRP”) along with more than 100 other companies that used an Omega Chemical Corporation waste treatment facility in Whittier, California (the “Omega Site”). The U.S. Environmental Protection Agency (“EPA”) has alleged that Omega failed to properly treat and dispose of certain hazardous waste materials at the Omega Site. The Company is a member of a large group of PRPs, known as the Omega Chemical Site PRP Organized Group (“OPOG”) that has agreed to fund certain on-going remediation efforts at the Omega Site. In February 2001, the U.S. District Court for the Central District of California (the “Court”) approved a consent decree between EPA and OPOG to study contamination and evaluate cleanup options at the Omega Site. In January 2009, the Court approved two amendments to the consent decree, the first expanding the scope of work to mitigate volatile organic compounds affecting indoor air quality near the Omega Site and the second adding settling parties to the consent decree. Removal of waste materials from the Omega Site has been completed. Efforts to remediate the soil and groundwater at the Omega Site, including without limitation the extraction of chemical vapors from the soil in and around the site, are underway and are expected to be ongoing for several years. In addition, OPOG and EPA are investigating a regional groundwater contamination plume allegedly originating at the Omega Site (the Operable Unit 2 or “OU2”). In September 2011, EPA issued an interim Record of Decision specifying the interim clean-up actions EPA has chosen for OU2 and it is anticipated EPA and OPOG will enter into a remediation consent decree with the Court regarding such plume. In November 2007, Angeles Chemical Company, located downstream from the Omega Site, filed a lawsuit (the “Angeles Litigation”) in the Court against OPOG and the PRPs for cost recovery and indemnification for future response costs allegedly resulting from the regional groundwater contamination plume described above. In March 2008, the Court granted OPOG’s motion to stay the Angeles Litigation pending EPA’s determination of how to investigate and remediate the regional groundwater. In November 2010, a toxic tort litigation (the “Aguirre Litigation”) was commenced against Omega and OPOG in Los Angeles Superior Court by a group of employees of the Tri-Cities Regional Occupational Program located near the Omega Site. The plaintiffs claim, among other things, negligence, unlawful discharge of pollutants and public nuisance, and seek monetary damages for a variety of alleged injuries. In October 2011, OPOG agreed to secure a financial assurance of up to $8.0 million in connection with defense costs and potential liability relating to the Aguirre Litigation. The Company’s exposure from the financial assurance is limited to its contribution allocation used for remediation costs. Trial is currently scheduled to commence in September 2012. Given that the Aguirre Litigation is in its early phases, there is no estimate of total potential liability. Liability, if any, stemming from this litigation could flow through to the PRPs, most likely pursuant to the same allocation formulae used for the remediation costs. In 2010, certain PRP’s challenged the criteria previously used to allocate liability among the PRP’s. In December 2011, an allocation committee established by OPOG to review those criteria recommended changes to the cost allocation structure that would, upon final approval, increase the Company’s overall share of

 

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APPLIED MICRO CIRCUITS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

 

liability within the PRP group. In addition, the recent departure of one or more PRPs from OPOG could have the effect of increasing the proportional liability of the remaining PRPs, including the Company. In January 2012, as a result of the allocation criteria modifications and PRP departure from OPOG described above, the Company’s proportional allocation of liability was increased. Although the Company considers a loss relating to the Omega Site probable, its share of any financial obligations for the remediation of the Omega Site, including taking into account the allocation increases described above, is not currently believed to be material to the Company’s financial statements, based on the Company’s approximately 0.5% contribution to the total waste tonnage sent to the site and current estimates of the potential remediation costs. Based on currently available information, the Company has a loss accrual that is not material and believes that the actual amount of its costs will not be materially different from the amount accrued. However, proceedings are ongoing and the eventual outcome of the clean-up efforts and the pending litigation matters is uncertain at this time. Based on currently available information, the Company does not believe that any eventual outcome will have a material adverse effect on its operations.

AppliedMicro TPack A/S, the Company’s wholly-owned subsidiary acquired in September 2010 (“TPack”), is involved in a contract dispute with Xtera Communications Inc. and its subsidiary Meriton Networks Canada Inc. (collectively, “Xtera”), regarding a software development and licensing agreement the parties entered into in September 2006. In August 2009, Xtera filed an action against TPack in the United States District Court for the Eastern Division of Texas, which was dismissed in October 2010 for lack of jurisdiction. In September 2009, TPack filed an action against Xtera in the Ontario Superior Court of Justice in Canada, which action was resumed in March 2011 following dismissal of the Texas action. In the Canadian action, TPack seeks contract damages from Xtera of approximately $1.0 million plus pre-judgment interest and expenses. In April 2011, Xtera filed a statement of defense and counter claim with the Ontario court, in which Xtera denies liability to TPack and seeks reimbursement of approximately $1.7 million in development fees and royalties previously paid to TPack, plus pre-judgment interest and expenses. Discovery in the legal proceedings is continuing. The Company does not currently anticipate that the TPack/Xtera legal proceedings will have a material adverse effect on TPack, the Company or their respective operations.

12. Acquisition of TPack A/S

In September 2010, the Company acquired all of the shares of TPack A/S (“TPack”), a corporation organized under the laws of Denmark. The total consideration paid was approximately $32 million, exclusive of $0.5 million cash acquired. Approximately $5 million was withheld in escrow for indemnity agreements and is included in the purchase price allocation. This amount was released in full in April 2012. The former TPack shareholders may also earn up to approximately $5 million in additional consideration, subject to the achievement of certain revenue and performance milestones by TPack during the 18-month period following the acquisition date. The Company calculated and recorded the initial fair value of the contingent consideration liability based on a weighted probability assessment. The liability will continue to be measured at fair value at the end of each reporting period. During the fiscal year 2012, the Company reduced the estimated fair value of the contingent consideration liability to approximately $0.6 million, primarily due to revised TPack revenue forecasts and weighted probability assessments. As a result, the Company recorded an approximate $2.5 million reduction to selling, general and administrative expense during the year ended March 31, 2012. The Company calculated the fair value of the tangible and intangible assets acquired to allocate the purchase price as of the acquisition date. The excess of purchase price over the aggregate fair values was recognized as goodwill.

 

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Table of Contents

APPLIED MICRO CIRCUITS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

 

Based upon these calculations, the purchase price of the transaction was allocated as follows (in thousands), and also includes the estimated amortization period of the acquired intangibles:

 

     Estimated
Useful Life
(In years)
     Purchase
price
 

Purchased intangible assets

     

Developed Technology

     6       $ 15,350   

Existing customer contracts

     5         4,000   

Partner relationship

     2         2,500   

Trademarks and trade names

     3         650   

Covenants not-to-compete

     3         250   

In-process R&D

     6         950   

Goodwill (non tax deductible)

        13,183   

Contingent consideration (payable)

        (3,150

Net liabilities

      $ (1,699
     

 

 

 

Cash consideration

        32,034   

Contingent consideration

        3,150   
     

 

 

 

The total consideration issued in the acquisition

      $ 35,184   
     

 

 

 

The fair values of the TPack intangible assets were determined using the income approach with significant inputs that are not observable in the market. Key assumptions included expected future cash flows and discount rates consistent with the assessment of risk. Purchased intangible assets, including IPR&D, are amortized using a method that reflects the pattern in which the economic benefits of the intangible assets are consumed or otherwise used, or if that pattern cannot be reliably determined, using a straight-line amortization method.

The financial information in the table below summarizes the combined results of operations of the Company and TPack, on a proforma basis, as though the companies have been combined as of the beginning of the fiscal years of the periods presented. The proforma financial information is presented for informational purposes only and is not indicative of the results of operations that would have been achieved if the acquisition had taken place on April 1, 2010 or of results that may occur in the future.

 

     Fiscal Year Ended
March 31,
 
     2011     2010  

Net revenues

   $ 250,607      $ 210,214   

Net loss

     (1,905     (9,968

13. Sale of the 3ware Storage Adapter Business to LSI Corporation

On April 5, 2009, the Company entered into a Purchase Agreement with LSI Corporation (“LSI”). Under the Purchase Agreement, the Company agreed to sell to LSI substantially all of the operating assets (other than patents) primarily used or held for use in its 3ware storage adapter business (the “Storage Business”) but retaining certain assets, including patents, cash, accounts receivable and accounts payable, even if related to the Storage Business (the “Transaction”). The assets sold included customer contracts, inventory, fixed assets, certain intellectual property and other assets, as well as rights to the name “3ware.”

The Company completed the Transaction on April 21, 2009. After adjustments for the level of inventory of $0.7 million and products in the channel of $0.8 million, the final adjusted price of the Transaction was

 

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Table of Contents

APPLIED MICRO CIRCUITS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

 

approximately $21.5 million for a gain of $11.4 million. During the fiscal year ended March 31, 2010, the Company and LSI reached an agreement to end the warranty support portion of the Purchase Agreement. As a result of the Transaction, the Company decreased its number of full-time employees by 56.

The Company has reclassified the financial results of the 3ware storage adapter business as discontinued operations for all periods presented.

14. Quarterly Financial Information (unaudited)

The following table sets forth unaudited consolidated statements of operations data for each of the Company’s last eight quarters. This quarterly information is unaudited and has been prepared on the same basis as the annual consolidated financial statements. In the Company’s opinion, this quarterly information reflects all adjustments necessary for a fair presentation of the periods presented. The operating results for any quarter are not necessarily indicative of results for any future period.

 

     Fiscal Year Ended March 31, 2012     Fiscal Year Ended March 31, 2011  
     Q1     Q2     Q3     Q4(1)     Q1     Q2(2)      Q3     Q4(3)  
     (In thousands, except per share data)  

Net revenues

   $ 60,844      $ 64,929      $ 56,347      $ 48,767      $ 60,810      $ 65,953       $ 62,364      $ 58,583   

Cost of revenues

     26,331        27,704        23,795        20,974        22,485        23,435         23,886        25,476   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

    

 

 

   

 

 

 

Gross profit

     34,513        37,225        32,552        27,793        38,325        42,518         38,478        33,107   

Total operating expenses

     42,936        39,313        40,337        102,941        38,775        41,669         42,934        40,344   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

    

 

 

   

 

 

 

Operating income (loss)

     (8,423     (2,088     (7,785     (75,148     (450     849         (4,456     (7,237

Interest and other income

     1,356        1,517        914        7,897        2,081        3,102         2,325        3,179   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

    

 

 

   

 

 

 

Income (loss) from continuing operations before income taxes

     (7,067     (571     (6,871     (67,251     1,631        3,951         (2,131     (4,058

Income tax expense (benefit)

     (190     581        206        331        240        376         (170     (47
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

    

 

 

   

 

 

 

Income (loss)

     (6,877     (1,152     (7,077     (67,582     1,391        3,575         (1,961     (4,011
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

    

 

 

   

 

 

 

Net income (loss)

   $ (6,877   $ (1,152   $ (7,077   $ (67,582   $ 1,391      $ 3,575       $ (1,961   $ (4,011
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

    

 

 

   

 

 

 

Basic income(loss) per share

   $ (0.01   $ (0.02   $ (0.12   $ (1.10   $ 0.02      $ 0.05       $ (0.03   $ (0.06
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

    

 

 

   

 

 

 

Shares used in calculating basic net income (loss) per share

     63,878        62,526        60,990        61,587        66,005        65,752         64,647        64,236   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

    

 

 

   

 

 

 

Diluted income (loss) per share

   $ (0.11   $ (0.02   $ (0.12   $ (1.10   $ 0.02      $ 0.05       $ (0.03   $ (0.06
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

    

 

 

   

 

 

 

Shares used in calculating diluted net income (loss) per share

     63,878        62,526        60,990        61,587        68,735        68,021         64,647        64,236   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

    

 

 

   

 

 

 

 

(1) The consolidated operating results for the fourth quarter of fiscal 2012 included a charge of $60.4 million related to the Veloce initial consideration and a gain of $8.1 related to the sale of a strategic investment.
(2) The consolidated operating results for the second quarter of fiscal 2011 included $0.9 million in TPack acquisition related transaction costs.
(3) The consolidated operating results in the fourth quarter of fiscal 2011 included reversal of $1.5 million in bonus expense and $0.9 million in EBITA performance stock-based compensation expense.

 

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Table of Contents

SCHEDULE II — VALUATION AND QUALIFYING ACCOUNTS

 

Description

   Balance at
Beginning of
Period
     Charged (Credited)
to Costs and
Expenses
    From
Acquisition
    Deductions     Balance at
End of
Period
 
     (In thousands)  

Year ended March 31, 2012:

           

Allowance for doubtful accounts

   $ 1,324       $ (13   $ (28   $ (184   $ 1,099   
  

 

 

    

 

 

   

 

 

   

 

 

   

 

 

 

Year ended March 31, 2011:

           

Allowance for doubtful accounts

   $ 715       $ 125      $ 484      $ —        $ 1,324   
  

 

 

    

 

 

   

 

 

   

 

 

   

 

 

 

Year ended March 31, 2010:

           

Allowance for doubtful accounts

   $ 1,151       $ (404   $ —        $ (32   $ 715   
  

 

 

    

 

 

   

 

 

   

 

 

   

 

 

 


Table of Contents

Exhibit Index

 

    2.1(8)+ <   Agreement and Plan of Merger by and among the Company, Espresso Acquisition Corporation, Veloce Technologies, Inc. and the Stockholders’ Representative named therein, dated May 17, 2009.
    2.2(17)+<   Stock Purchase Agreement among the Company, TPack A/S, Slottsbacken Fund II KY, Slottsbacken Fund Two KB, Vaekstfonden and Novi A/S, and the Sellers’ Representative named therein, dated as of August 17, 2010.
    2.3(17)+   Amendment No. 1 to Stock Purchase Agreement by and among the Company and Vaekstfonden, as Sellers’ Representative, dated September 17, 2010.
    2.4(18)+<   Amendment No. 1 to Agreement and Plan of Merger by and among the Company, Espresso Acquisition Corporation, Veloce Technologies, Inc., and the Stockholders’ Representative named therein, dated November 8, 2010.
    2.5^<   Amendment No. 2 to Agreement and Plan of Merger by and among the Company, Espresso Acquisition Corporation, Veloce Technologies, Inc., Veloce Technologies LLC and the Stockholders’ Representative named therein, dated April 5, 2012.
    3.1(1)   Amended and Restated Certificate of Incorporation of the Company.
    3.3(13)   Certificate of Amendment of Amended and Restated Certificate of Incorporation of the Company.
    3.2(17)   Amended and Restated Bylaws of the Company
    4.1(2)   Specimen Stock Certificate.
  10.1(2)*   Form of Indemnification Agreement between the Company and each of its officers and directors.
  10.2(12)*

  10.2(19)*

 

Form of Restricted Stock Unit Agreement under the 1992 Equity Incentive Plan.

Applied Micro Circuits Corporation 2011 Equity Incentive Plan

  10.3(12)*   Form of Option Agreement under the 1992 Equity Incentive Plan.
  10.4(12)*   1992 Equity Incentive Plan.
  10.5(7)*   1997 Directors’ Stock Option Plan, as amended, and form of Option Agreement.
  10.6(2)*   401(k) Plan effective April 1, 1985 and form of Enrollment Agreement.
  10.24(4)*   1998 Employee Stock Purchase Plan and form of Subscription Agreement.
  10.33(3)*   2000 Equity Incentive Plan, as amended, and form of Option Agreement.
  10.34(12)*   Form of Restricted Stock Unit Agreement under the 2000 Equity Incentive Plan.
  10.38(3)*   AMCC Deferred Compensation Plan.
  10.42(6)+   Patent License Agreement between the Company and IBM dated September 28, 2003.
  10.43(6)+   Intellectual Property Agreement between the Company and IBM dated September 28, 2003.
  10.53(10)*   Offer of Employment dated September 14, 2005 by and between the Company and Robert Gargus.
  10.58(11)*   Executive Severance Benefit Plan, as amended and restated on October 19, 2011.
  10.60(14)+   Qualcomm Patent Purchase Agreement dated July 11, 2008.
  10.61(14)+   Qualcomm Patent Purchase Amendment dated July 11, 2008.
  10.62(15)   LSI Asset Purchase Agreement dated April 5, 2009 and Amendment No. 1 dated April 20, 2009.
  10.63(9)+*   Consulting Agreement with Cynthia J. Moreland entered into on October 21, 2009.
  10.65(16)*   Employment agreement dated December 29, 2009 by and between the Company and William Caraccio.
  10.66 ^   Development Agreement dated May 17, 2009, by and between the Company and Veloce Technologies, Inc.
  10.67 ^   First Amendment to Development Agreement dated as of November 8, 2010, by and between the Company and Veloce Technologies, Inc.


Table of Contents
  10.68 ^   Second Amendment to Development Agreement dated as of July 18, 2011, by and between the Company and Veloce Technologies, Inc.
  10.69 ^   Technology License Agreement, dated as of March 31, 2009 between ARM Limited and the Company, including without limitation Annex 1 thereto (“TLA Annex 1”).
  10.70 ^   Amendment One to Technology License Agreement, dated March 31, 2010 between ARM Limited and the Company.
  10.71^   Amendment Two to Technology License Agreement, dated July 14, 2010 between ARM Limited and the Company.
  10.72 ^   Amendment One to TLA Annex 1, dated August 17, 2010, between ARM Limited and the Company.
  10.73 ^   Amendment Two to TLA Annex 1, dated October 5, 2010, between ARM Limited and the Company.
  10.74^   Amendment Three to TLA Annex 1, dated December 1, 2011, between ARM Limited and the Company.
  11.1(5)   Computation of Per Share Data under ASC Topic 260-10.
  21.1   Subsidiaries of the Registrant.
  23.1   Consent of Independent Registered Public Accounting Firm – KPMG LLP.
  24.1   Power of Attorney. Reference is made to the signature page of this Annual Report.
  31.1   Certification of Chief Executive Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act, as amended.
  31.2   Certification of Chief Financial Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act, as amended.
  32.1   Certification of Chief Executive Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
  32.2   Certification of Chief Financial Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS   XBRL Instance Document
101.SCH   XBRL Taxonomy Extension Schema Document
101.CAL   XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF   XBRL Taxonomy Extension Definition Linkbase
101.LAB   XBRL Taxonomy Extension Label Linkbase Document
101.PRE   XBRL Taxonomy Extension Presentation Linkbase Document

 

* Management contract or compensatory plan.
+ The Company has been granted confidential treatment for certain portions of these agreements and certain terms and conditions have been redacted from the exhibits. Omitted portions have been filed separately with the SEC.
^ The Company has requested confidential treatment for certain portions of these agreements and certain terms and conditions have been redacted from the exhibits. Omitted portions have been filed separately with the SEC.
< Schedules have been omitted pursuant to Item 601(b)(2) of Regulation S-K.
(1) Incorporated by reference to Exhibit 3.2 filed with the Company’s Registration Statement (No. 333-37609) filed October 10, 1997, and as amended by Exhibit 3.3 filed with the Company’s Registration Statement (No. 333-45660) filed September 12, 2000 and Exhibit 3.1 filed with the Company’s Current Report on Form 8-K filed on December 11, 2007.


Table of Contents
(2) Incorporated by reference to identically numbered exhibit filed with the Company’s amended Registration Statement (No. 333-37609) filed November 12, 1997 which registration statement became effective November 24, 1997.
(3) Incorporated by reference to identically numbered exhibit filed with the Company’s Quarterly Report on Form 10-Q (No. 000-23193) for the quarter ended June 30, 2002.
(4) Incorporated by reference to identically numbered exhibit filed with the Company’s Annual Report on Form 10-K (No. 000-23193) for the year ended March 31, 2001.
(5) The Computation of Per Share Data under ASC Topic 260-10 is included in the Notes to the Consolidated Financial Statements included in this Annual Report.
(6) Incorporated by reference to identically numbered exhibit filed with the Company’s Quarterly Report on Form 10-Q (No. 000-23193) for the quarter ended September 30, 2003.
(7) Effective March 31, 2005, our Board of Directors terminated our 1997 Directors’ Stock Option Plan (the “Directors Plan”). The Directors Plan provided for the automatic grant of stock options to our non-employee directors upon initial election to the Board of Directors and annually thereafter. The termination of the Directors Plan will not affect any stock options previously granted pursuant to the Directors Plan.
(8) Incorporated by reference to identically numbered exhibit filed with the Company’s Quarterly Report on Form 10-Q/A for the quarter ended June 30, 2009.
(9) Incorporated by reference as Exhibit 10.1 filed with the Company’s Quarterly Report on Form 10-Q for the quarter ended December 31, 2009.
(10) Incorporated by reference as Exhibit 10.2 filed with the Company’s Quarterly Report on Form 10-Q for the quarter ended December 31, 2009.
(11) Incorporated by reference to Exhibit 10.67 filed with the Company’s Current Report on Form 8-K filed October 26, 2011.
(12) Incorporated by reference to identically numbered exhibit filed with the Company’s Annual Report on Form 10-K for the year ended March 31, 2007.
(13) Incorporated by reference to Exhibit 3.1 filed with the Company’s Current Report on Form 8-K filed on December 11, 2007.
(14) Incorporated by reference to identically numbered exhibit filed with the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2008.
(15) Incorporated by reference to identically numbered exhibit filed with the Company’s Annual Report on Form 10-K for the year ended March 31, 2009.
(16) Incorporated by reference to identically numbered exhibit filed with the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2010.
(17) Incorporated by reference to identically numbered exhibit filed with the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2010.
(18) Incorporated by reference to identically numbered exhibit filed with the Company’s Quarterly Report on Form 10-Q for the quarter ended December 31, 2010.
(19) Incorporated by reference to Exhibit 10.66 filed with the Company’s Current Report on Form 8-K filed on August 10, 2011.
EX-2.5 2 d238010dex25.htm AMENDMENT NO. 2 TO AGREEMENT AND PLAN OF MERGER Amendment No. 2 to Agreement and Plan of Merger

Exhibit 2.5

*** Text Omitted and Filed Separately

Confidential Treatment Requested

Under 17 C.F.R. §§ 200.80(b)(4)

and 240.24b-2

 

 

 

AMENDMENT NO. 2 TO AGREEMENT AND PLAN OF MERGER

by and among:

APPLIED MICRO CIRCUITS CORPORATION,

ESPRESSO ACQUISITION CORPORATION

VELOCE TECHNOLOGIES, INC.

JEFFREY HARRELL, as STOCKHOLDERS’ REPRESENTATIVE

AND

VELOCE TECHNOLOGIES, LLC

 

 

Dated as of April 5, 2012

 

 

 

 

 


*** Text Omitted and Filed Separately

Confidential Treatment Requested

Under 17 C.F.R. §§ 200.80(b)(4)

and 240.24b-2

AMENDMENT NO. 2 TO AGREEMENT AND PLAN

OF MERGER

THIS AMENDMENT NO. 2 TO AGREEMENT AND PLAN OF MERGER (this “Amendment”) is made and entered into as of April 5, 2012 (Amendment Date), by and among APPLIED MICRO CIRCUITS CORPORATION, a Delaware corporation (“Parent”), ESPRESSO ACQUISITION CORPORATION, a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), VELOCE TECHNOLOGIES, INC., a Delaware corporation (the “Company”), Jeffrey Harrell, an individual, as representative of the stockholders of the Company pursuant to Section 9.1(a) (the “Stockholders’ Representative”) and, solely with respect to Sections 7 and 8(f) of this Amendment, VELOCE TECHNOLOGIES, LLC, a Delaware limited liability company and a wholly-owned subsidiary of Parent (“Merger Sub II” and, together with, Parent, Merger Sub, the Company and the Stockholders’ Representative, the “Parties”). Certain capitalized terms used herein and not otherwise defined are defined in Exhibit A to this Amendment. Except as expressly set forth in this Amendment (including Exhibit A hereto), each capitalized term used but not defined herein shall have the meaning set forth in the Initial Agreement.

RECITALS

WHEREAS, effective May 17, 2009 (the “Agreement Date”), each of (i) Parent, Merger Sub, the Company and the Stockholders’ Representative entered into that certain Agreement and Plan of Merger (the “Initial Agreement”) pursuant to which, among other things, Parent may or shall acquire all of the outstanding capital stock and other equity interests of the Company pursuant to a merger of Merger Sub into the Company in accordance with the Initial Agreement and the Delaware General Corporation Law upon the terms set forth therein and (ii) Parent, the Company, the securityholders of the Company and Jeffrey Harrell, an individual, as the purchaser representative, entered into that certain Securityholder Agreement (as amended, the “Securityholder Agreement”), pursuant to which, among other things, such securityholders agreed to certain voting provisions with respect to their shares of Company Common Stock, and certain restrictions on the transferability thereof, and the Company agreed not to issue additional equity interests in the Company except in accordance with the terms of such agreement;

WHEREAS, effective November 8, 2010 (the “First Amendment Date”), each of (i) Parent, Merger Sub, the Company and the Stockholders’ Representative entered into that certain Amendment No. 1 to Agreement and Plan of Merger (the “First Amendment” and, together with the Initial Agreement and this Amendment, the “Agreement”) pursuant to which Parent, Merger Sub, the Company and the Stockholders’ Representative acknowledged and agreed that it was in the best interests of Parent and the Company to amend the Initial Agreement to provide for the Company to develop a modified initial product, with corresponding modifications to the product requirements, delivery schedule, aggregate merger consideration and certain other terms and conditions of the Initial Agreement, in each case as set forth in the First Amendment and the ancillary agreements referred to therein and (ii) Parent, the Company, the securityholders of the Company, and The Portola Group, Inc., as the purchaser representative, amended and restated the Securityholder Agreement in the form attached to the First Amendment;

WHEREAS, subsequent to the First Amendment Date, the Parties have acknowledged and agreed that it is in the best interests of Parent and the Company to modify the Initial Agreement, as amended by the First Amendment, to (i) modify certain closing terms and conditions of the Merger, (ii) modify certain provisions relating to the payment of the merger consideration, (iii) modify certain provisions of Exhibit

 

1


*** Text Omitted and Filed Separately

Confidential Treatment Requested

Under 17 C.F.R. §§ 200.80(b)(4)

and 240.24b-2

 

E to the First Amendment, (iv) add Merger Sub II as a party to the Agreement, and (v) make certain other modifications to the Initial Agreement, as amended by the First Amendment, in each case as set forth in this Amendment;

WHEREAS, the Parties intend that this Amendment shall amend and restate, and replace in its entirety, the First Amendment, as set forth in this Amendment; and

WHEREAS, this Amendment, and the corresponding Second Amended and Restated Securityholder Agreement attached hereto as Exhibit B, have been approved by the respective boards of directors of Parent, Merger Sub and the Company and have been approved by Parent, as the sole stockholder of Merger Sub and as the sole member and manager of Merger Sub II, and it is intended that the stockholders of the Company approve this Amendment and the Merger pursuant to an Action by Written Consent in the form attached hereto as Exhibit C following and in accordance with any permit issued at the conclusion of any “fairness hearing” conducted under Section 25142 of the California Corporations Code (the “Stockholder Written Consent”);

NOW THEREFORE, in consideration of the foregoing and the respective covenants, agreements and representations and warranties set forth herein, the parties to this Amendment, intending to be legally bound, agree as follows:

1 Closing. Sections 1.1 and 1.2 of the Initial Agreement are hereby amended and restated, and Section 1.4 of the Initial Agreement is hereby amended, in each case, as set forth in this Section 1 of this Amendment.

(a) Mandatory Closing Obligation. Section 1.1 of the Initial Agreement is hereby amended and restated in its entirety as set forth below:

In the event the Company achieves the FPGA II Milestone, then subject to the satisfaction (or waiver) of each of the conditions set forth in Section 5 and Section 6 of this Agreement, the parties shall be obligated to consummate the Merger in accordance with the terms and conditions of this Agreement for the consideration set forth in this Section 1.

(b) Optional Closing Right. Section 1.2 of the Initial Agreement is hereby amended and restated in its entirety as set forth below:

Subject to the obligations of the parties under Section 1.1, at any time during the period commencing on December 1, 2013 and ending on September 30, 2014 (the “Option Expiration Date”), Parent shall have the sole and exclusive right (the “Optional Closing Right”), but not the obligation, to require the Company to effect the Closing (as defined herein) and consummate the Merger in accordance with the terms and conditions of this Agreement (subject to the satisfaction by Parent (or written waiver by the Company) of each of the conditions set forth in Section 6) for the consideration set forth in this Section 1.

(c) Merger of Merger Sub into the Company. Section 1.4 of the Initial Agreement is hereby amended as follows: The reference in such Section to “First Product Milestone” is hereby changed to “FPGA II Milestone”. For the avoidance of doubt, except with respect to Section 1.4, each other reference in the Initial Agreement to “First Product Milestone” shall remain unchanged.

 

2


*** Text Omitted and Filed Separately

Confidential Treatment Requested

Under 17 C.F.R. §§ 200.80(b)(4)

and 240.24b-2

 

2 Consideration. Section 1.8 of the Initial Agreement is hereby amended and restated in its entirety as set forth below:

(a) Aggregate Merger Consideration. In the event the Closing is effected, at the Effective Time, by virtue of the Merger and without any further action on the part of Parent, Merger Sub, the Company or any securityholder of the Company:

(i) each share of Company Common Stock (other than Company Restricted Shares and Dissenting Shares (as defined herein)) outstanding as of immediately prior to the Effective Time shall be converted into the right to receive, subject to Section 1.11 of the Agreement and Section 5 of this Amendment:

(1) at the Closing, an amount, payable (without interest) in such form as provided in Section 1.8(c), equal to the Accelerated Per Share Initial Consideration;

(2) if the First Target Reserve Consideration Conditions are satisfied prior to the occurrence of the First Product […***…] Milestone, then, on the 10th Business Day following the later of the occurrence of the First Product Milestone and the date of such satisfaction, an amount, payable (without interest) in such form as provided in Section 1.8(c), equal to the product of (i) 0.75 multiplied by (ii) the Per Share First Target Reserve Consideration (calculated, for purposes of this Section 1.8(a)(i)(2) only, as of the occurrence of the First Product Milestone in accordance with simulation and CAD tool analyses of the final sign-off databases);

(3) on the 10th Business Day following the occurrence of the First Product […***…] Milestone, an amount, payable (without interest) in such form as provided in Section 1.8(c), equal to the greater of (x) zero and (y) (I) the Per Share Initial Consideration, plus (II) the Per Share First Target Reserve Consideration True-Up Amount;

(4) provided that the Final Merger Consideration is greater than the Preliminary Merger Consideration, on the 10th Business Day following the time of the determination of the Final Merger Consideration, an amount, payable (without interest) in such form as provided in Section 1.8(c), equal to the Per Share Adjustment Consideration;

(5) except to the extent already payable in accordance with the terms and conditions of this Agreement pursuant to Sections 1.8(a)(i)(2) and (3)(y)(II) above, on the 10th Business Day following the satisfaction of the First Target Reserve Consideration Conditions, an amount, payable (without interest) in such form as provided in Section 1.8(c), equal to the greater of (x) zero and (y) (i) the Per Share First Target Reserve Consideration, plus (ii) the Per Share First Target Additional Reserve Consideration, minus (iii) in the event the Final Merger Consideration is less than the Preliminary Merger Consideration, the Per Share Adjustment Consideration; and

(6) on the 10th Business Day following the satisfaction of the Second Target Reserve Consideration Conditions, an amount, payable (without interest) in such form as provided in Section 1.8(c), equal to the greater of (x) zero and (y) (i) the Per Share Second Target Reserve Consideration, plus (ii) the Per Share Second Target Additional Reserve Consideration, minus (iii) in the event the Final Merger Consideration is less than the Preliminary Merger Consideration, the Per Share Adjustment Consideration (excluding the amount of any such Per Share Adjustment Consideration previously deducted from a payment otherwise required to be made pursuant to Section 1.8(a)(i)(5)).

 

3


*** Text Omitted and Filed Separately

Confidential Treatment Requested

Under 17 C.F.R. §§ 200.80(b)(4)

and 240.24b-2

 

(ii) Each Company Restricted Share and Company Stock Option shall be treated in the manner, and shall entitle its respective holder to the consideration (if any), described in Section 1.9, in each case, subject to the terms and conditions thereof and of this Agreement and the Related Agreements.

(iii) Each share of common stock of Merger Sub outstanding immediately prior to the Effective Time shall be converted into one share of common stock of the Surviving Corporation.

(b) Certain Definitions

(i) For purposes of this Agreement, from and after the Amendment Date, each defined term set forth below, wherever such term may be located or used within the Initial Agreement or this Amendment, shall have the meaning set forth below:

(1) “Accelerated Consideration Amount” means $60,400,000;

(2) “Accelerated Per Share Initial Consideration” means an amount equal to (I) the Accelerated Consideration Amount divided by (II) the Fully Diluted Company Share Amount;

(3) “Adjusted Per Share Consideration” means the quotient obtained by dividing (A) the Adjustment Amount, by (B) the Fully Diluted Company Share Amount.

(4) “Adjusted Total Merger Consideration” means (i) if the Merger is being effected pursuant to Section 1.1, an amount equal to (A) the Preliminary Merger Consideration, minus (B) the Excess Operations Payment, minus (C) the aggregate amount of all Transaction Expenses incurred by the Company but not paid as of the Closing Date that are not included in calculating Excess Liabilities, minus (D) the Excess Liabilities, plus (E) $60,000, plus (F) the Aggregate Exercise Price and (ii) if the Merger is being effected pursuant to Section 1.2, an amount equal to (U) the Total Merger Consideration, minus (V) the Excess Operations Payment, minus (W) the aggregate amount of all Transaction Expenses incurred by the Company but not paid as of the Closing Date that are not included in calculating Excess Liabilities, minus (X) the Excess Liabilities, plus (Y) $60,000, plus (Z) the Aggregate Exercise Price.

(5) “Adjustment Amount” means the absolute value of the Final Merger Consideration less the Preliminary Merger Consideration.

(6) “Aggregate Exercise Price” means the aggregate of all amounts that would be due from holders of Vested Company Stock Options as exercise prices if all Vested Company Stock Options that were outstanding as of immediately prior to the Effective Time (and not exercised in connection with the Merger) were exercised in full for cash.

(7) “Agreement” means the Initial Agreement, as amended by this Amendment and thereafter from time to time.

(8) “Applicable Parent Share Price” means, as of any date a payment is or becomes payable under Section 1.8(a) or Section 1.9, the average closing price of Parent Common Stock as quoted on NASDAQ for the ten (10) trading days immediately preceding the date such payment is or becomes payable, as applicable.

 

4


*** Text Omitted and Filed Separately

Confidential Treatment Requested

Under 17 C.F.R. §§ 200.80(b)(4)

and 240.24b-2

 

(9) “Carveout Units Amount” has the meaning set forth in the Carveout Plan.

(10) “Company Disclosure Schedule” means the disclosure schedule (dated as of the Amendment Date) delivered to Parent on behalf of the Company concurrently with the execution of this Amendment.

(11) “Company Restricted Shares” means any outstanding Company Common Stock that is not vested under the terms of any Contract with the Company (including any restricted stock agreement, stock option agreement, stock option exercise agreement or restricted stock purchase agreement) as of immediately before the Effective Time.

(12) “Company Stock Options” means options to purchase Company Common Stock.

(13) “Company Stock Option Holders” means the holders of the Company Stock Options.

(14) “Company Stock Option Plan” means the Company’s Amended and Restated 2009 Stock Incentive Plan, dated October 21, 2010, as the same may be subsequently amended.

(15) “Designated Liabilities” means Liabilities of the Company determined in accordance with GAAP excluding amounts payable under the Note.

(16) “Entitled Holder” means (a) a holder of Company Common Stock as of immediately prior to the Effective Time, or (b) a holder of Vested Company Stock Options as of immediately prior to the Effective Time.

(17) “Excess Liabilities” means (i) $0.00, in the event the aggregate amount of cash and cash equivalents that the Company has on hand as of immediately prior to the Closing is equal to or greater than the absolute value of the aggregate amount of any Designated Liabilities as of immediately prior to the Closing, and (ii) in the event the aggregate amount of cash and cash equivalents that the Company has on hand as of immediately prior to the Closing is less than the absolute value of the aggregate amount of any Designated Liabilities as of immediately prior to the Closing, the absolute value of the aggregate amount of such Designated Liabilities as of immediately prior to the Closing minus the aggregate amount of cash and cash equivalents that the Company has on hand as of immediately prior to the Closing.

(18) “Excess Operations Payment” means an amount equal to (A) the aggregate of all amounts paid by Parent to Company (and accepted by the Company), pursuant to the last sentence of Section 3.3 of the Development Agreement which have not, as of the Effective Time, been repaid by the Company to Parent in cash, plus (B) the aggregate of all amounts paid by Parent to Company in all calendar quarters after the end of the Quarterly Payment Period (as defined in the Development Agreement) during which Parent is or may be required to make a payment to the Company pursuant to the Development Agreement. For the avoidance of doubt, the Excess Operations Payment

 

5


*** Text Omitted and Filed Separately

Confidential Treatment Requested

Under 17 C.F.R. §§ 200.80(b)(4)

and 240.24b-2

 

shall not include any amounts paid to the Company (i) pursuant to the issuance of that certain Secured Promissory Note dated May 13, 2009 issued by the Company to Parent, or (ii) in connection with that certain exclusivity letter dated as of March 23, 2009.

(19) “Final Merger Consideration” means the consideration determined in accordance with Exhibit E.

(20) “First Target Reserve Consideration Conditions” means the occurrence of the […***…] Milestone.

(21) “Forfeited Consideration Amount” means an amount, calculated from time to time prior to the date on which the First Product […***…] Milestone occurs, equal to the sum of (without duplication) (i) the value (in dollars) of any and all unvested shares of Parent Common Stock issued hereunder or under the Carveout Plan to any Entitled Holder or holder of Units (as defined in the Carveout Plan), which shares of Parent Common Stock have been repurchased by Parent or forfeited, in each case, pursuant to the terms of the Merger Agreement, Carveout Plan or other contractual restrictions applicable thereto (it being understood and agreed that such value (in dollars) with respect to each such share of Parent Common Stock shall be calculated using the Applicable Parent Share Price that was used to calculate the number of shares of Parent Common Stock issuable to such Entitled Holder or holder of Units at the time such share of Parent Common Stock was issued) plus (ii) the value (in dollars) of any and all shares of Parent Common Stock that would have been issued hereunder or under the Carveout Plan to an Entitled Holder or a holder of Units (as defined in the Carveout Plan) but which were not so issued because such Entitled Holder or holder of Units forfeited his or her right to receive such shares of Parent Common Stock after the Closing Date but prior to the time the applicable vesting and other contractual restrictions under the Merger Agreement, Carveout Plan or other applicable contract were satisfied (it being understood and agreed that such value (in dollars) with respect to each such share of Parent Common Stock shall be calculated using the Applicable Parent Share Price that would have been used hereunder or under the Carveout Plan, as applicable, to calculate the number of shares of Parent Common Stock so issuable had such forfeiture not occurred) plus (iii) the amount (in dollars) of any and all cash that would have been paid hereunder or under the Carveout Plan to any Entitled Holder or holder of Units (as defined in the Carveout Plan) but which was not so paid because such Entitled Holder or holder of Units forfeited his or her right to receive such cash after the Closing Date but prior to the time the applicable vesting and other contractual restrictions under the Merger Agreement, Carveout Plan or other applicable contract were satisfied. For the avoidance of doubt, no such repurchase and no such forfeiture that occurs on or after the date on which the First Product […***…] Milestone occurs shall affect, or be reflected in, the calculation of the “Forfeited Consideration Amount.”

(22) “Fully Diluted Company Share Amount” means the sum of (A) the number of shares of Company Common Stock (including, for the avoidance of doubt, Company Restricted Shares and Dissenting Shares) outstanding immediately prior to the Effective Time, (B) the number of shares of Company Common Stock issuable pursuant to all Vested Company Stock Options outstanding immediately prior to the Effective Time, (C) the number of shares of Company Common Stock issuable pursuant to all warrants to purchase shares of the Company’s capital stock outstanding immediately prior to the Effective Time, (D) the number of shares of Company Common Stock issuable upon the exercise or conversion of any convertible securities or any other rights (other than Company Stock Options and warrants to purchase shares of the Company’s capital stock) to acquire shares of Company Common Stock that are outstanding immediately prior to the Effective Time and (E) the Carveout Units Amount.

 

6


*** Text Omitted and Filed Separately

Confidential Treatment Requested

Under 17 C.F.R. §§ 200.80(b)(4)

and 240.24b-2

 

(23) “Merger Per Share Consideration” means the quotient obtained by dividing (A) the Adjusted Total Merger Consideration, by (B) the Fully Diluted Company Share Amount.

(24) “Parent Equity Grants Value” means the aggregate value (in dollars) of any and all Parent Equity Grants made by Parent, it being understood and agreed that such value (in dollars) with respect to each Parent Equity Grant shall be calculated using the Applicable Parent Share Price, determined as of the date such Parent Equity Grant was made.

(25) “Per Share Adjustment Consideration” means the amount equal to the greater of (x) zero and (y) (A) (I) the Adjusted Per Share Consideration, multiplied by (II) 0.6, less (B) the Accelerated Per Share Initial Consideration (excluding the amount of any such Accelerated Per Share Initial Consideration previously deducted from a payment otherwise required to be made pursuant to Section 1.8(a)(i)).

(26) “Per Share First Target Additional Reserve Consideration” means an amount equal to the greater of (x) zero and (y) (A) (I) the Adjusted Per Share Consideration, multiplied by (II) 0.20, less (B) the Accelerated Per Share Initial Consideration (excluding the amount of any such Accelerated Per Share Initial Consideration previously deducted from a payment otherwise required to be made pursuant to Section 1.8(a)(i)).

(27) “Per Share First Target Reserve Consideration” means an amount equal to the greater of (x) zero and (y) (A) (I) the Merger Per Share Consideration, multiplied by (II) 0.20, less (B) the Accelerated Per Share Initial Consideration (excluding the amount of any such Accelerated Per Share Initial Consideration previously deducted from a payment otherwise required to be made pursuant to Section 1.8(a)(i)).

(28) “Per Share First Target Reserve Consideration True-Up Amount” means (x) if the First Target Reserve Consideration Conditions are satisfied prior to the occurrence of the First Product […***…] Milestone, then an amount equal to (i) if (I) the Per Share First Target Reserve Consideration calculated as of the occurrence of the First Product […***…] Milestone exceeds (II) the product of (A) 0.75 multiplied by (B) the sum of (1) the Per Share First Target Reserve Consideration calculated as of the occurrence of the First Product Milestone plus (2) the amount of Accelerated Per Share Initial Consideration previously deducted from the payment otherwise required to be made pursuant to Section 1.8(a)(i)(2), then the amount of such excess and (ii) if (I) the product of (A) 0.75 multiplied by (B) (1) the sum of the Per Share First Target Reserve Consideration calculated as of the occurrence of the First Product Milestone plus (2) the amount of Accelerated Per Share Initial Consideration previously deducted from the payment otherwise required to be made pursuant to Section 1.8(a)(i)(2) exceeds (II) the Per Share First Target Reserve Consideration calculated as of the occurrence of First Product […***…] Milestone, then the amount of such excess multiplied by negative one (-1) and (y) otherwise, an amount equal to zero.

(29) “Per Share Initial Consideration” means an amount equal to the greater of (x) zero and (y) (A) (I) the Merger Per Share Consideration, multiplied by (II) 0.6, less (B) the Accelerated Per Share Initial Consideration (excluding the amount of any such Accelerated Per Share Initial Consideration previously deducted from a payment otherwise required to be made pursuant to Section 1.8(a)(i)).

 

7


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Confidential Treatment Requested

Under 17 C.F.R. §§ 200.80(b)(4)

and 240.24b-2

 

(30) “Per Share Second Target Additional Reserve Consideration” means an amount equal to the greater of (x) zero and (y) (A) (I) the Adjusted Per Share Consideration, multiplied by ((II)) 0.20, less (B) the Accelerated Per Share Initial Consideration (excluding the amount of any such Accelerated Per Share Initial Consideration previously deducted from a payment otherwise required to be made pursuant to Section 1.8(a)(i)). Notwithstanding the foregoing, the multiplier referred to above shall be reduced to 0.18, 0.15, 0.11, or 0.07, respectively, if the Second Product Milestone occurs on the seventh, eighth, ninth or tenth (or later) quarter after the First Product […***…] Milestone date, in each case not including (i) such periods of delay that are primarily caused by Parent or (ii) up to two quarters of delay beyond the […***…] Milestone date that are directly caused by the implementation of one or more validly approved Second Product Additional Features. For the avoidance of doubt, the Second Product Milestone as used in the preceding sentence means the date of delivery of the Second Product which is subsequently determined to meet each of the Second Product Performance Specifications with a variance of not greater than fifteen percent (15%).

(31) “Per Share Second Target Reserve Consideration” means an amount equal to the greater of (x) zero and (y) (A) (I) the Merger Per Share Consideration, multiplied by (II) 0.20, less (B) the Accelerated Per Share Initial Consideration (excluding the amount of any such Accelerated Per Share Initial Consideration previously deducted from a payment otherwise required to be made pursuant to Section 1.8(a)(i)). Notwithstanding the foregoing, the multiplier referred to above shall be reduced to 0.18, 0.15, 0.11, 0.07, respectively, if the Second Product Milestone occurs on the seventh, eighth, ninth or tenth (or later) quarter after the First Product […***…] Milestone date, in each case not including (i) such periods of delay that are primarily caused by Parent or (ii) up to two quarters of delay caused by the implementation of one or more validly approved Second Product Additional Features. For the avoidance of doubt, the Second Product Milestone as used in the preceding sentence means the date of delivery of the Second Product which is subsequently determined to meet each of the Second Product Performance Specifications with a variance of not greater than fifteen percent (15%).

(32) “Preliminary Merger Consideration” means the consideration determined by selecting the entry on the First Product Consideration Chart corresponding to the […***…] and the First Product Consideration Date and then […***…] corresponding to the performance of the First […***…] in accordance with Exhibit E.

(33) “Second Target Reserve Consideration Conditions” means the occurrence of: (A) the First Product […***…] Milestone, (B) the achievement of the First Target Reserve Consideration Conditions, and (C) either (i) Parent terminates the Company’s development of the Second Product on or prior to the date that is ten quarters following the First Product […***…] Milestone date, not including up to two quarters of delay caused by the implementation of one or more validly approved Second Product Additional Features (the “Second Product Deadline”), or (ii) the Second Product Milestone, and, if Parent has elected the Second Product Update, the Company delivers to Parent the Second Product Update. Notwithstanding the foregoing, in the event Parent determines a semiconductor chip based upon or incorporating the in the Second Product or the Second Product Update to be commercially viable in its reasonable discretion (which determination shall be based on factors such as obtaining a significant customer design win for such semiconductor chip), the Second Product Milestone shall be deemed to have been met.

(34) “Termination Date” means the date, prior to the Closing and not later than the Final Termination Date set forth in Section 7.1(g), on which the Initial Agreement is terminated in accordance with Section 7 thereof.

 

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Confidential Treatment Requested

Under 17 C.F.R. §§ 200.80(b)(4)

and 240.24b-2

 

(35) “Total Merger Consideration” means either:

(A) if the Merger is being effected pursuant to Section 1.1, (i) the Preliminary Merger Consideration, plus (ii) the Adjustment Amount, in the event the Final Merger Consideration is greater than the Preliminary Merger Consideration, and minus (iii) the Adjustment Amount, in the event the Final Merger Consideration is less than the Preliminary Merger Consideration; or

(B) if the Merger is being effected pursuant to Section 1.2, (i) on or before […***…], that amount, as indicated on the First Product Consideration Chart, obtained by referencing the calendar quarter in which Parent, in its sole discretion, delivers the Notice of Exercise to the Company and (A) in the event Parent actually receives the First Product prior to the delivery of such Notice of Exercise, using the same method of price determination that would be used if the First Product […***…] Milestone had been achieved prior to […***…], which determination shall be subject to the procedures set forth in Section 9.2 in the event of the Company’s disagreement with Parent’s determination, and (B) in the event Parent has not actually received the First Product prior to the delivery of such Notice of Exercise or the First Product does not meet the Veloce Minimum Requirements or a price cannot otherwise be determined, by using (i) the […***…] row, as indicated on the First Product Consideration Chart, and (ii) a […***…] in the First Product Consideration Chart; or (ii) after […***…], $7 million.

(36) “Transaction Expenses” means the sum of all fees, costs and expenses (including legal fees, accounting fees and filing fees and including the amount of all special bonuses and other amounts that may become payable to any officers of the Company or other Persons in connection with the consummation of the transactions contemplated by this Agreement) that are incurred by or for the benefit of the Company in connection with the transactions contemplated by this Agreement.

(37) “Unvested Company Stock Option” means each Company Stock Option that is unexpired, unexercised and outstanding immediately before the Effective Time and which is unvested as of immediately before the Effective Time. If a Company Stock Option is unvested with respect to some, but not all, of the shares underlying such Company Stock Option, then “Unvested Company Stock Option” shall refer to the unvested portion of such Company Stock Option.

(38) “Vested Company Stock Option” means each Company Stock Option that is unexpired, unexercised and outstanding immediately before the Effective Time and which is vested as of immediately before the Effective Time. If a Company Stock Option is vested with respect to some, but not all, of the shares underlying such Company Stock Option, then “Vested Company Stock Option” shall refer to the vested portion of such Company Stock Option.

(ii) Certain additional capitalized terms used in this Agreement have the meanings set forth in Exhibit A attached hereto.

(c) Form of Merger Consideration. In the event the Merger is consummated and any amounts become payable by Parent to the holders of the Company Common Stock or Company Stock Options pursuant to Section 1.8(a) or Section 1.9(b), Parent may, in its sole and absolute discretion (subject to the provisions of this Section 1.8(c)), elect to pay such consideration in the form of all cash, in the form of shares of Parent Common Stock or in any combination of cash and shares of Parent Common Stock. In the event Parent elects to pay all or any portion of any amounts payable to the holders of

 

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Confidential Treatment Requested

Under 17 C.F.R. §§ 200.80(b)(4)

and 240.24b-2

 

Company Common Stock under Section 1.8(a) or the holders of Company Stock Options under Section 1.9(b) in cash, then such amount, when paid, shall be paid by wire transfer in immediately available funds. In the event Parent elects to pay all or any portion of any amounts payable to the holders of Company Common Stock under Section 1.8(a) or the holders of Company Stock Options under Section 1.9(b) in the form of shares of Parent Common Stock, then the number of shares of Parent Common Stock to be issued as consideration therefore shall be determined by dividing (A) the total amount Parent elects to pay in shares of Parent Common Stock, by (B) the Applicable Parent Share Price. Such shares of Parent Common Stock will be evidenced by a Parent stock certificate and, when payable, delivered to the holder of Company Common Stock entitled thereto at the address provided to Parent by such holder. Upon making a determination to issue Parent Common Stock in the Merger, Parent shall reserve sufficient shares of Parent Common Stock for issuance pursuant to this Section 1.8(c).

(d) Maximum Consideration Payable. Notwithstanding anything herein to the contrary, in no event shall the total consideration paid or payable by Parent in connection with the Merger and the Carveout Plan, taken together, exceed the amount equal to (a) the maximum amount included on page E-5 of the First Product Consideration Chart multiplied by a […***…], minus (b) the Excess Operations Payment, minus (c) the aggregate amount of all Transaction Expenses incurred by the Company but not paid as of the Closing Date that are not included in calculating Excess Liabilities, minus (D) the Excess Liabilities, plus (E) the Aggregate Exercise Price, plus (F) $60,000.

(e) Certain NASDAQ Matters. If (i) any payment of consideration is due and payable pursuant to any provision of this Agreement (including Section 1.8 or Section 1.9) or the Carveout Plan and the amount of such payment would, if Parent elected to pay the entire amount of such payment (together with all other payments due hereunder or under the Carveout Plan) in shares of Parent Common Stock pursuant to the terms of this Agreement or the Carveout Plan, as applicable, be subject to the approval of the holders of Parent Common Stock pursuant to NASDAQ Listing Rule 5635, and/or (ii) such shares of Parent Common Stock to be so paid shall not have been approved for listing on NASDAQ prior to the date of such issuance, then, in each of cases (i) and (ii), the date on which such payment is required to be made under this Agreement or the Carveout Plan, as applicable, shall, if so elected by Parent (which election shall be made in Parent’s sole and absolute discretion), be delayed by a period of time (not to exceed six (6) months) reasonably requested by Parent, in order to allow Parent to (x) obtain any such approval required under NASDAQ Listing Rule 5635 and/or (y) obtain such approval for listing on NASDAQ, as the case may be; provided, however, that if Parent seeks any such approval required under NASDAQ Listing Rule 5635 but fails to obtain such approval within such 6-month period, then such payment date shall, if so elected by Parent (which election shall be made in Parent’s sole and absolute discretion), be further delayed by an additional period of time (not to exceed three (3) months following the expiration of such prior 6-month period) reasonably requested by Parent, in order to allow Parent to raise any amount of capital or funds as may be necessary or advisable (in Parent’s sole and absolute discretion) prior to making such payment in cash. Parent shall at all times act in good faith in planning for and electing any such delay permitted by this Section 1.8(e) and shall, in good faith, seek to minimize the length of any such delay to extent commercially reasonable in Parent’s good faith judgment.

(f) Program Review.

(i) First Product Modifications. From and after the Amendment Date, Parent and the Company will meet yearly, to review and discuss the status of the Project, including without limitation the status of the “Veloce Minimum Requirements” (as set forth in the First Product Consideration Chart). In the event the Closing is effected, from and after the Effective Time such meetings will be held by the Veloce Steering Committee. In connection with each such meeting, Parent

 

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*** Text Omitted and Filed Separately

Confidential Treatment Requested

Under 17 C.F.R. §§ 200.80(b)(4)

and 240.24b-2

 

and the Company, or the Veloce Steering Committee (as applicable), may solicit input from Vendor about the First Product with respect to the status of relevant Vendor deliverable releases, other similar products in the marketplace and evolving customer needs and requirements. Based upon such review and input, Parent and the Company, or the Veloce Steering Committee (as applicable), shall have the right to modify, by mutual written agreement, one or more of the Veloce Minimum Requirements and other performance features set forth in the First Product Consideration Chart, for the purpose of increasing the First Product’s competitive offering, accelerating its time to market or better conforming it to customer requirements. Such modifications may include raising or lowering particular Veloce Minimum Requirements or performance features, adding new requirements and features and eliminating existing requirements and features, and may or may not result in corresponding changes to the “Spin In Value Table” or “Performance Index Table” (as set forth in the First Product Consideration Chart). Notwithstanding the foregoing, nothing in this Section 1.8(f)(i) shall be deemed to require either party to agree to modify the Veloce Minimum Requirements or any other terms and provisions of the First Product Consideration Chart.

(ii) Second Product Performance Specifications and Modifications. From and after the Amendment Date, Parent and the Company will meet quarterly to review and discuss the status of the Second Product. In the event the Closing is effected, from and after the Effective Time such meetings will be held by the Veloce Steering Committee. In connection with each such meeting, Parent and the Company, or the Veloce Steering Committee (as applicable), may solicit input from prospective customers about the Second Product with respect to other similar products in the marketplace and evolving customer needs and requirements. Based upon such review and input, Parent and the Company, or the Veloce Steering Committee (as applicable), shall (A) timely establish the Second Product Performance Specifications and identify other Second Product structures (as contemplated in the definition of […***…] set forth in Exhibit A), and (B) have the right to modify, by mutual written agreement, one or more of the performance features of the Second Product and to approve and implement one or more additional enhancements, features or improvements to the Second Product processor core and/or fabric (each, a “Second Product Additional Feature”) for the purpose of increasing the Second Product’s competitive offering, accelerating its time to market or better conforming it to customer requirements. For so long as Balaji Bakthavatchalam (“Baktha”) serves on the Veloce Steering Committee and as chief executive officer of the Company or Merger Sub II, as applicable, each Second Product Additional Feature shall be mutually agreed upon by Baktha and the chief executive officer of Parent and, once the Merger has occurred, thereupon recommended by them to the Veloce Steering Committee for approval. In the event Baktha and Parent’s chief executive officer are unable to mutually agree upon a Second Product Additional Feature recommended by either of them, the matter shall be presented to and resolved by the Veloce Steering Committee. In the event the Veloce Steering Committee is unable to reach consensus in establishing the Second Product Performance Specifications or Second Product structures, or in approving a Second Product Additional Feature, the matter shall be resolved by the Governance and Nominating Committee of the Board of Directors of Parent, whose determination and approval shall be final and binding on all the parties. For the avoidance of doubt, any Second Product Additional Features the implementation of which would not reasonably be expected to cause the Second Product Milestone completion date to occur more than two quarters following completion of the […***…] Milestone shall be negotiated without the parties seeking any increase to the Adjusted Total Merger Consideration. Any disputes regarding whether one or more Second Product Additional Features would delay the Second Product Milestone completion date by more than two quarters beyond the completion of the […***…] Milestone shall be resolved in accordance with the dispute resolution procedure described above or, at the election of the Governance and Nominating Committee of the Board of Directors of Parent, by the dispute resolution procedures set forth in Section 9.2 of the Initial Agreement.

 

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*** Text Omitted and Filed Separately

Confidential Treatment Requested

Under 17 C.F.R. §§ 200.80(b)(4)

and 240.24b-2

 

3 Certain Company Securities. Section 1.9 of the Initial Agreement is hereby amended and restated in its entirety as set forth below:

(a) Company Restricted Shares. In the event the Closing is effected, at the Effective Time, by virtue of the Merger and without any further action on the part of Parent, Merger Sub, the Company or any securityholder of the Company, each Company Restricted Share (other than Dissenting Shares (as defined herein)) outstanding as of immediately prior to the Effective Time shall be converted into the right to receive, subject to Section 1.11 of the Agreement and Section 5 of this Amendment, the same consideration as a share of Company Common Stock as set forth under Section 1.8(a) above. Any vesting restrictions, forfeiture provisions or other contractual restrictions burdening a Company Restricted Share shall remain in effect and unaffected by the occurrence of the Merger or any event connected with the Merger, except as expressly provided for by the terms and conditions under which Company Restricted Shares were granted. In addition, all conditions and restrictions imposed on the determination of the consideration finally paid for a share of Company Common Stock under Section 1.8(a) (taking into account all other applicable sections of the Agreement, including without limitation, Section 1.8(d)) shall apply proportionally to the payments to be made under Section 1.8(a) in exchange for Company Restricted Shares. Parent shall make all required payments to former holders of Company Restricted Shares no later than the end of the calendar quarter during which such amounts shall become payable in accordance with this Section (provided that if such date shall fall within fifteen (15) days prior to the end of a calendar quarter, then Parent may, in its sole discretion, make such payment no later than the end of the next succeeding calendar quarter), and in Parent’s discretion may make such payments through a paying agent authorized by the Parent to administer such payments on the Parent’s behalf. All amounts payable pursuant to this Section 1.9(a) shall be subject to any required withholding of Taxes and shall be paid without interest.

(b) Company Stock Options. In the event the Closing is effected, at the Effective Time, by virtue of the Merger and without any further action on the part of Parent, Merger Sub, the Company or any securityholder of the Company:

(i) each Vested Company Stock Option outstanding as of immediately prior to the Effective Time shall be automatically cancelled in exchange for the right to receive, subject to Section 5 of this Amendment, from Parent the same consideration (subject to Section 1.8(c)) as a share of Company Common Stock as set forth under Section 1.8(a) above, provided that such payments shall be reduced by the exercise price of such Vested Company Stock Option and no payments shall be made to the holder of a Vested Company Stock Option until such exercise price has been fully offset against the payments to be made hereunder. Any contractual restrictions burdening a Vested Company Stock Option shall remain in effect and unaffected by the occurrence of the Merger or any event connected with the Merger, except as expressly provided for by the terms and conditions under which such Vested Company Stock Options were granted. In addition, all conditions and restrictions imposed on the determination of the consideration finally paid for a share of Company Common Stock under Section 1.8(a) (taking into account all other applicable sections of the Agreement, including without limitation, Section 1.8(d)) shall apply proportionally to the payments made under Section 1.8(a) in exchange for Vested Company Stock Options. All amounts payable pursuant to this Section 1.9(b)(i) shall be paid without interest.

(ii) each Unvested Company Stock Option outstanding as of immediately prior to the Effective Time shall be automatically cancelled and shall thereafter be of no further force or effect.

(iii) All amounts payable pursuant to this Section 1.9(b) shall be subject to any required withholding of Taxes.

 

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Confidential Treatment Requested

Under 17 C.F.R. §§ 200.80(b)(4)

and 240.24b-2

 

(c) Other Company Securities. Prior to the Effective Time, the board of directors of the Company shall approve all resolutions required in order to provide that, as of immediately prior to the Effective Time, (i) each then outstanding: (A) subscription, option, call, warrant or other right (whether or not currently exercisable) to acquire any shares of capital stock or other securities of the Company; (B) security, instrument or obligation that is or may become convertible into or exchangeable for any shares of capital stock or other securities of the Company; (C) Contract under which the Company is or may become obligated to sell or otherwise issue any shares of its capital stock or any other securities of the Company; and (D) share of restricted stock of the Company (clauses (A) through (D) above, collectively “Company Securities”) (other than Company Stock Options, Company Restricted Shares and Units (as defined in the Carveout Plan)), shall be accelerated in its and their entirety effective as of immediately prior to the Effective Time, and all forfeiture rights with respect thereto in favor of the Company shall lapse in their entirety as of such time, and (ii) that each Company Security that has not been exercised, or remains subject to a right of forfeiture in favor of the Company, in either case as of immediately prior to the Effective Time (but after giving effect to the acceleration, if any, provided under clause (i) hereof), shall terminate and be canceled as of the Effective Time and the holders thereof shall have no further rights with respect thereto, except as may be provided in Section 1.9(a) with respect to Company Restricted Shares or Section 1.9(b) with respect to Company Stock Options.

(d) Prior to the Closing Date, the Company shall take all actions reasonably necessary or advisable to allow for the treatment of the Company Securities contemplated by paragraphs (a), (b) and (c) of this Section under the terms of the Company Stock Option Plan and any and all other Contracts evidencing or governing Company Securities, including the amendment of any of the foregoing or the giving of any notice required under the Company Stock Option Plan or any such Contract relating to the Company Securities and, without limiting the generality of the foregoing, the Company shall pass all appropriate resolutions and give all consents, approvals and waivers that are reasonably necessary or advisable to allow for the treatment of the Company Securities as contemplated by paragraphs (a), (b) and (c) of this Section, and the Company shall use its reasonable best efforts to obtain from each holder of a Vested Company Stock Option an executed instrument pursuant to which each such holder acknowledges and agrees to its indemnification obligations hereunder and appoints of the Stockholders’ Representative as its agent and attorney in fact for the same purposes, and upon the same terms (mutatis mutandis), as such Stockholders’ Representative is appointed under Section 9.1 with respect to the stockholders of the Company. The Stockholders’ Representative hereby accepts such appointment by such holders of Vested Company Stock Options.

4 Exchange of Certificates. Section 1.11(a) of the Initial Agreement is hereby amended and restated in its entirety as set forth below:

As soon as practicable but in any event within seven (7) Business Days after the Effective Time, Parent will send to each of the registered holders of Company Stock Certificates a letter of transmittal in customary form and containing such provisions as Parent may reasonably specify and instructions for use in effecting the surrender of Company Stock Certificates in exchange for the consideration due to each such holder calculated in accordance with Section 1.8(a). Upon surrender of a Company Stock Certificate to Parent for exchange, together with a duly executed letter of transmittal and such other documents as may be reasonably requested by Parent, Parent shall deliver to the holder of such Company Stock Certificate, (A) that portion, if any, of the Accelerated Consideration Amount and Merger Per Share Consideration, as the case may be, that such holder has the right to receive at such time pursuant to Section 1.8(a) in cash, via wire transfer in immediately available funds, and (B) a certificate representing that number of shares of Parent Common Stock, if any, that such holder has the right to receive at such time pursuant to

 

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Confidential Treatment Requested

Under 17 C.F.R. §§ 200.80(b)(4)

and 240.24b-2

 

Section 1.8(a), provided that any certificates representing Parent Common Stock to be delivered to the holder of a Company Stock Certificate pursuant to this Section shall, in each case, represent only whole shares of Parent Common Stock. In lieu of any fractional shares to which such holder would otherwise be entitled, after combining any fractional interests of such holder into as many whole shares as is possible, the holder of such Company Stock Certificate shall be entitled to receive cash in an amount equal to the dollar amount (rounded to the nearest whole cent) determined by multiplying the Applicable Parent Share Price by the fraction of a share of Parent Common Stock that would otherwise be deliverable to such holder pursuant to this Section. All Company Stock Certificates so surrendered shall be canceled. Until surrendered as contemplated by this Section 1.11, each Company Stock Certificate shall be deemed, from and after the Effective Time, to represent only the right to receive the consideration due to such holder calculated in accordance with Section 1.8(a). If any Company Stock Certificate shall have been lost, stolen or destroyed, Parent may, in its discretion and as a condition precedent to the payment of any cash or issuance of any certificate representing Parent Common Stock or the payment of cash in lieu of fractional shares, require the owner of such lost, stolen or destroyed Company Stock Certificate to provide an appropriate affidavit and to deliver a bond (in such sum as Parent may reasonably direct) as indemnity against any claim that may be made against Parent or the Surviving Corporation with respect to such Company Stock Certificate.

5 Certain Indemnification-Related Matters.

(a) Elimination of Escrow. The Parties agree that the escrow arrangements relating to consideration to be paid to Entitled Holders under the Agreement shall cease to apply from and after the Amendment Date. Accordingly, (i) Section 1.13 of the Initial Agreement is hereby deleted in its entirety and shall be of no further force and effect, (ii) all references to the “Escrow Agreement” and the “Escrow Agent” in the Initial Agreement are hereby deleted therefrom, (iii) in each place where the term “Escrow Period” appears in the Initial Agreement, it shall be replaced with the term “Survival Period,” (iv) “Survival Period” shall mean the period beginning on the date of the Initial Agreement and ending at 11:59 p.m. Pacific Time on the date that is the first-year anniversary of the 10th Business Day following the occurrence of the First Product […***…] Milestone, (v) where the term “Closing Date” appears in Section 8.1(a) of the Initial Agreement, it shall be replaced with “occurrence of the First Product […***…] Milestone” and (vi) in each place where the term “Escrow Fund” appears in the Initial Agreement, it shall be replaced with the term “Unpaid Consideration Fund”, (vi) “Unpaid Consideration” means, as of any given time, any and all consideration that would be due hereunder or under the Carveout Plan from Parent to the Entitled Holders and holders of Units under the Carveout Plan if all conditions to such payment were satisfied, but which consideration has yet to be paid by Parent (provided, however, that any consideration that has become payable to such a holder hereunder pursuant to Section 1.8(a)(i) or Section 1.9 but which has yet to be paid solely due to vesting restrictions continuing to apply to such holder with respect to such consideration shall not be deemed to be “Unpaid Consideration”) and (vii) “Unpaid Consideration Fund” means, as of any given time, an amount of Unpaid Consideration equal to the lesser of (I) the Unpaid Consideration as of such time and (II) the difference of (A) the product of (x) 0.1 multiplied by (y) the greater of (1) the Accelerated Consideration Amount and (2) the Adjusted Total Merger Consideration (if then known), minus (B) the amount of the Unpaid Consideration Fund that was previously used to offset Losses in accordance with Section 8.3.

 

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Confidential Treatment Requested

Under 17 C.F.R. §§ 200.80(b)(4)

and 240.24b-2

 

(b) Offset Against Unpaid Consideration Fund. Section 8.3 of the Initial Agreement is hereby amended and restated in its entirety as set forth below:

(a) Notwithstanding anything to the contrary in Sections 1.8 or 1.9 or any other provision of this Agreement or any Related Agreement but subject to the limitations set forth in Section 5(a) of this Amendment and Section 8.4 of the Initial Agreement as amended hereby, in the event any Indemnified Party shall suffer any Losses for which such Indemnified Party is entitled to indemnification under this Section 8, such Indemnified Party shall be entitled to recover such Losses by offsetting the aggregate amount of such Losses against the Unpaid Consideration Fund by permanently retaining and withholding from payment to the Entitled Holders an amount of consideration otherwise due hereunder equal to the aggregate amount of the Losses. Any amount so permanently retained and withheld shall be permanently retained and withheld from payments otherwise due hereunder or under the Carveout Plan, as applicable, to Entitled Holders and holders of Units (as defined in the Carveout Plan) on a pro rata basis, assuming for these purposes that the full Carveout Units Amount has been issued and is vested under the Carveout Plan. Prior to effecting any such offset, Parent shall deliver a written claim notice (a “Claim Notice”). Each Claim Notice shall contain a reasonably detailed summary of the basis for the claim, the provision or provisions of the Agreement giving rise to the claim and, if known, the estimated amount of the Losses incurred or reasonably expected to be incurred by the Indemnified Party as a result of such inaccuracy or breach under which such indemnification is sought (the “Claimed Amount”). Following the delivery of such notice, to the fullest extent permitted by applicable Law, Parent shall be entitled to retain in the Unpaid Consideration Fund (and, notwithstanding anything to the contrary contained herein or in the Carveout Plan, shall not be obligated to pay to any Entitled Holder or holder of Units under the Carveout Plan) an amount equal to the Claimed Amount until any dispute in relation thereto is resolved in accordance with the process set forth in Section 8. For the avoidance of doubt, nothing contained in the Agreement or any Related Agreement shall be construed to require Parent to establish a separate fund or account or to otherwise hold separate or segregate any funds as part of the Unpaid Consideration Fund. Unless and until actually paid by Parent to the Entitled Holders hereunder or to holders of Units under the Carveout Plan, Parent shall be the owner of the Unpaid Consideration Fund for all purposes hereunder and under applicable Law, and no Entitled Holder or holder of Units under the Carveout Plan shall have any rights thereto, except to the extent expressly set forth in this Agreement or the Carveout Plan, as applicable.

(b) Within thirty (30) calendar days after receipt by the Stockholders’ Representative of a Claim Notice, the Stockholders’ Representative may deliver to Parent a written response (the “Response Notice”) in which the Stockholders’ Representative: (a) agrees that an amount equal to the full Claimed Amount may be offset against the Unpaid Consideration Fund; (b) agrees that an amount equal to part, but not all, of the Claimed Amount (the “Agreed Amount”) may be offset against the Unpaid Consideration Fund; or (c) indicates that no part of the Unpaid Consideration Fund may be offset in respect of the Claimed Amount. Any part of the Claimed Amount that is not agreed to be released to the Indemnified Party pursuant to the Response Notice, which determination shall be made in good faith by the Stockholders’ Representative, shall be the “Contested Amount.” If a Response Notice is not received by the Parent within such thirty (30)-day period, then the Stockholders’ Representative shall be conclusively deemed to have agreed that an offset to the Unpaid Consideration Fund equal to the full Claimed Amount may be used by Parent.

(c) If the Stockholders’ Representative delivers a Response Notice indicating that there is a Contested Amount, the Stockholders’ Representative and Parent shall attempt in good faith to resolve the dispute related to the Contested Amount within ten (10) Business Days of Parent’s receipt of such Response Notice (the “Negotiation Period”). If the Indemnified Party

 

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Confidential Treatment Requested

Under 17 C.F.R. §§ 200.80(b)(4)

and 240.24b-2

 

and the Stockholders’ Representative resolve such dispute, such written resolution shall be binding on all Entitled Holders and holders of Units under the Carveout Plan and such Indemnified Party, and a settlement agreement shall be signed by Parent (on behalf of such Indemnified Party) and the Stockholders’ Representative. If Parent and the Stockholders’ Representative fail to reach agreement by the end of the Negotiation Period, each party shall be entitled to its legal remedies in accordance with the Agreement.

(c) Limitations. Sections 8.4(b), (c) and (d) of the Initial Agreement are hereby amended and restated in their entirety as set forth below:

(b) The limits set forth in Section 8.4(a) shall not apply to breaches of the Company Special Representations. In the case of breaches of the Company Special Representations, after the Indemnified Parties have exhausted all amounts available from the Unpaid Consideration Fund, the Indemnified Parties shall be permitted to seek recovery for Losses suffered by the Indemnified Parties directly from the Entitled Holders or holders of Units under the Carveout Plan, provided that each Entitled Holder or holder of Units under the Carveout Plan shall be liable, on a several and not joint basis, solely for such Entitled Holder’s or Unit holders’ pro rata amount of any Losses resulting therefrom.

(c) In no event will an Entitled Holder or a holder of Units under the Carveout Plan be liable for any amount in respect of any Losses suffered by any of the Indemnified Parties pursuant to this Agreement in excess of the aggregate value of the consideration actually received by such Entitled Holder or Unit holder pursuant to this Agreement.

(d) Notwithstanding the foregoing, none of the limitations set forth in this Section 8.4 shall apply in the case of fraud or willful breach or intentional misrepresentation by the Company (or an Entitled Holder or holder of Units under the Carveout Plan, as applicable).

(d) Appointment of Stockholders’ Representative. Upon approval of the Agreement (including, for the avoidance of doubt, this Amendment) by the requisite majority of the Company’s stockholders, all such stockholders shall, without any further act of any Company stockholder, be deemed to have consented to and approved (i) the use of the Unpaid Consideration Fund as collateral to secure the rights of the Indemnified Parties under Section 8 in the manner set forth herein and in the Initial Agreement, and (ii) the appointment of the Stockholders’ Representative as the representative under the Agreement (including, for the avoidance of doubt, this Amendment) of the Persons receiving consideration hereunder and as the attorney-in-fact and agent for and on behalf of each such Person (other than holders of Dissenting Shares).

(e) Form of Escrow Agreement. The Form of Escrow Agreement attached as Exhibit 1.13 to the Initial Agreement is hereby deleted in its entirety and shall be of no further force and effect.

6 Termination Events.

(a) Section 7.1(e) of the Initial Agreement is hereby amended and restated in its entirety as set forth below:

by Parent, if this Agreement and the Merger shall not have been approved within twenty-four (24) hours from 11:59 p.m. Pacific Time on the date on which Section 6(a) of the Securityholder Agreement becomes effective by the vote of the stockholders of the Company holding seventy percent (70%) of the issued and outstanding shares of capital stock of the Company;

 

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Confidential Treatment Requested

Under 17 C.F.R. §§ 200.80(b)(4)

and 240.24b-2

 

(b) Section 7.1(g) of the Initial Agreement is hereby amended and restated in its entirety as set forth below:

by written notice by the Company to Parent or Parent to the Company, as the case may be, in the event the Closing has not occurred on or prior to November 30, 2014 (the “Final Termination Date”) for any reason other than delay or nonperformance of or breach by the party seeking such termination.

(c) The following shall be added to the Initial Agreement as Section 7.1(h) thereof:

by written notice by Parent to the Company, in the event that the Company has not (i) adopted the Carveout Plan as set forth in Section 4.19, (ii) otherwise complied with the provisions of Section 4.19, or (iii) prior to the Closing Date, has not reserved sufficient available shares of the Company’s common stock such that in the event of the issuance of such shares in satisfaction of the Company’s liabilities under the Carveout Plan (assuming all Units permitted to be granted thereunder were granted and vested) the Company would not be required to deplete the reserve of the Company’s 2009 Stock Incentive Plan, it being understood and agreed that the shares reserved in connection with the Carveout Plan must be duly authorized, fully paid and non-assessable.

7 Treatment of the Merger. Section 1.15 of the Initial Agreement is hereby amended and restated in its entirety as follows:

Treatment of the Merger. The Parties intend that, for federal income tax purposes, (a) if the Second Merger occurs, the Merger and the Second Merger, taken together, constitute a “reorganization” within the meaning of Section 368(a) of the Code (a “Reorganization”), provided that all of the requirements for such treatment are otherwise satisfied, or (b) if the Second Merger does not occur, or if the Merger and the Second Merger, taken together, do not satisfy all requirements for treatment as a Reorganization, that (i) the Merger be treated as a taxable purchase of the stock of the Company by Parent and (ii) the Second Merger, if it occurs, be treated as a liquidation of the Company into Parent as described in Section 332 of the Code. To the extent the Merger and the Second Merger, taken together, otherwise constitute a Reorganization, the parties intend for federal income tax purposes that this Agreement constitute a “plan of reorganization” within the meaning of section 1.368-2(g) of the regulations promulgated under the Code.

8 Certain Covenants, Agreements, Etc. Section 4 of the Initial Agreement is hereby amended as follows:

(a) The following shall be added to the Initial Agreement as Section 4.18 thereof:

R&D/Engineering Organization. From and after the consummation of the Merger and until the achievement of the Second Product Milestone or (if earlier) the Second Product Deadline, Parent shall (i) maintain the Company or Merger Sub II, as applicable, as a separate legal entity and wholly-owned subsidiary of Parent, with Baktha as its chief executive officer, (ii) for so long as Baktha serves on the Veloce Steering Committee and as chief executive officer of the Company’s R&D/Engineering organization as existing immediately prior to the Closing, as the same may be subsequently changed by the Veloce Steering Committee (the “Veloce Organization”), substantially maintain intact the Veloce

 

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Confidential Treatment Requested

Under 17 C.F.R. §§ 200.80(b)(4)

and 240.24b-2

 

Organization and reporting structure consistent with the normal corporate governance principles applicable to a wholly-owned subsidiary of Parent (provided however that, in no event shall voluntary departures or terminations for good cause be deemed to constitute a breach of this provision), (iii) for so long as Baktha serves on the Veloce Steering Committee and as chief executive officer of the Veloce Organization, continue to operate the Veloce Organization in the ordinary course of its business consistent with its past practices as the same may be subsequently changed by the Veloce Steering Committee (provided however that, neither the Merger nor the Second Merger shall be deemed to constitute a breach of this provision), and (iv) timely make available such resources as are reasonably required in order to achieve the First Product […***…] Milestone, […***…] Milestone and the Second Product Milestone on or prior to the Second Product Deadline. In the event of a material breach of this Section 4.18 which remains uncured and undisputed by Parent following thirty (30) days written notice from the Stockholders’ Representative of such breach, the First Product […***…] Milestone, the […***…] Milestone or the Second Product Milestone, as applicable, shall be deemed to be met by the Company; provided, however, that any such asserted breach that is disputed by Parent shall be resolved as follows: (A) disputes that are solely technical disputes as described in Section 9.2 of the Initial Agreement shall be resolved in accordance with the dispute resolution procedures set forth in Section 9.2 of the Initial Agreement and Parent’s 30-day cure period shall not commence unless and until a breach has been determined to have occurred by the Performance Arbitrator described in such Section 9.2, and (B) all other disputes shall be resolved in good faith by the Veloce Steering Committee, provided that any such disputes that the Veloce Steering Committee is unable to resolve shall be resolved by the Governance and Nominating Committee of the Board of Directors of Parent, with the Stockholders’ Representative having the right to appeal any adverse determination of such Committee to the full Board of Directors of Parent, whose determination of such appeal shall be final; Parent’s 30-day cure period shall not commence unless and until a breach has been finally determined to have occurred pursuant to the foregoing procedure. Nothing in this Section 4.18 shall be deemed to amend or modify that certain employment letter agreement by and between Parent and Baktha dated November 8, 2010.

(b) The following shall be added to the Initial Agreement as Section 4.19 thereof:

Carveout Plan. The Board of Directors of the Company shall, promptly following the Amendment Date (but in no event later than ten (10) Business Days thereafter), adopt the Carveout Plan and shall abide by the terms of the Carveout Plan from such date of adoption until the Effective Time. Between the Effective Time and the 10th Business Day following the satisfaction of the Second Target Reserve Consideration Conditions, Parent shall grant in accordance with the terms and conditions of the Carveout Plan, or shall cause to be granted in accordance with the terms and conditions of the Carveout Plan, to employees and/or former employees of the Company or replacement hires for such employees and/or former employees who have terminated their employment with the Company or Parent following the Effective Time an aggregate number of Units (as defined in the Carveout Plan) equal to the Carveout Units Amount minus the number of Units (including, for the avoidance of doubt, both vested or unvested Units) outstanding under the Carveout Plan immediately prior to the Effective Time. Parent shall consult with the Veloce Steering Committee with respect to such Carveout Plan grants, it being understood and agreed that, subject to such consultation, the date on which each such grant is made (so long as it occurs prior to the 10th Business Day following the satisfaction of the Second Target Reserve Consideration Conditions), the size of each such grant, the identity of such employee, former employee or replacement hire receiving each such grant, and the vesting schedule applicable to each such grant shall be as recommended by the Veloce Steering Committee, subject to customary review and approval of the Governance & Nominating Committee of the Board of Directors of Parent. Notwithstanding anything herein to the contrary, the Parties agree that, unless otherwise consented to by Parent in its sole and absolute discretion, neither Sheffield nor Baktha, nor any members of Baktha’ family, shall, directly or indirectly, be awarded, granted or permitted to otherwise beneficially own any Units (as defined in the Carveout Plan).

 

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Confidential Treatment Requested

Under 17 C.F.R. §§ 200.80(b)(4)

and 240.24b-2

 

(c) The following shall be added to the Initial Agreement as Section 4.20 thereof:

Company Securities and Company Stock Option Freeze. Notwithstanding anything to the contrary contained in this Agreement or any other agreement to which any of the Parties is a party, (i) neither the Company nor any Subsidiary of the Company shall grant or issue any shares of capital stock or any convertible securities, warrants, options or other rights to acquire any shares of capital stock of the Company or any such Subsidiary, except, subject to clause (iii) of this Section, to the extent any such issuance of capital stock is required as a result of the exercise or conversion, as the case may be, of any such convertible securities, warrants, options or any other rights to acquire shares of capital stock of the Company that are outstanding on the Amendment Date and have been previously disclosed to Parent, (ii) promptly following the execution of this Amendment, the Company shall obtain a written consent from Sheffield Capital LLC (“Sheffield”) and Baktha stating that any and all obligations of the Company to grant or issue any shares of capital stock or any convertible securities, warrants, options or other rights to acquire any shares of capital stock of the Company or any such Subsidiary pursuant to Section 3 of that certain Agreement, made and entered into as of November 8, 2010, by and among, Parent, the Company, Sheffield and Baktha, is waived and of no further force and effect from and after the Amendment Date and (iii) promptly following Parent’s request (but, whether or not Parent has made any such request, in no event later than ten (10) Business Days prior to the Closing Date), the Company shall take all actions reasonably necessary or advisable to cause all Company Stock Options (whether Vested Company Stock Options or Unvested Company Stock Options) to cease to be exercisable from and after the date which is five (5) Business Days prior to the Closing Date, including the amendment of the terms of the Company Stock Option Plan and any and all other Contracts evidencing or governing such Company Stock Options or the giving of any notice required under the Company Stock Option Plan or any such Contract relating to the such Company Stock Options and, without limiting the generality of the foregoing, the Company shall pass all appropriate resolutions and give all consents, approvals and waivers that are reasonably necessary or advisable to allow for the foregoing.

(d) The following shall be added to the Initial Agreement as Section 4.21 thereof:

Parent Common Stock Warrant Amendment. Not later than five (5) Business Days following the Amendment Date, Parent and the Company shall execute and deliver that certain Amendment No. 2 to Stock Warrant of Applied Micro Circuits Corporation, in substantially the form attached as Exhibit F attached hereto.

(e) The following shall be added to the Initial Agreement as Section 4.22 thereof:

Certain New Stockholder Agreements. To the extent so requested by Parent, the Company shall use its reasonable best efforts to obtain, prior to the Effective Time, from each holder of any share of capital stock of the Company (including Company Restricted Shares) and any holder of a Company Stock Option a written agreement whereby such Person agrees that, if at any time the approval of the holders of Parent Common Stock pursuant to NASDAQ Listing Rule 5635 is required prior to the issuance of any shares of Parent Common Stock hereunder, such Person will not vote, and will not grant any proxy to any Person to vote, at any meeting of Parent’s stockholders called for the purposes of obtaining such approval, any shares of Parent Common Stock that such first Person has received in connection with, or as a result of, the Merger and which such first Person beneficially owns as of the record date established for voting at such meeting.

 

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Confidential Treatment Requested

Under 17 C.F.R. §§ 200.80(b)(4)

and 240.24b-2

 

(f) The following shall be added to the Initial Agreement as Section 4.23 thereof (and shall, for the avoidance of doubt, be binding upon Merger Sub II):

Second Merger. Unless Parent determines that it is unlikely that the Merger and the Second Merger, taken together, will constitute a Reorganization, immediately following the Merger, Parent shall cause the Surviving Corporation to be merged with and into Merger Sub II, with Merger Sub II surviving the Merger (the “Second Merger” and, together with the Merger, the “Mergers”). The Second Merger, if it occurs, shall be effected by, among other things, adopting and causing the Surviving Corporation to adopt an agreement and plan of merger and reorganization pursuant to which the Surviving Corporation shall be merged with and into Merger Sub II, with Merger Sub II being the entity surviving the Second Merger as a wholly owned subsidiary of Parent. There shall be no conditions to the Second Merger, other than the consummation of the Merger and no determination by Parent as described above. Parent, Merger Sub and the Company agree that Merger Sub II shall be a disregarded entity for federal income tax purposes unless and until Parent determines otherwise. The Company hereby represents and warrants to Parent, Merger Sub and Merger Sub II that neither the Company nor, to the Company’s Knowledge, any of its Affiliates has taken or agreed to take action that would prevent the Merger and the Second Merger, taken together, from constituting a Reorganization (provided that compliance with the terms of this Agreement or any agreement contemplated by this Agreement shall not constitute a breach of this representation). Neither Parent nor any of its Affiliates or Representatives shall (a) have any obligation to cause the Second Merger to occur or to cause the Merger and the Second Merger, taken together, to constitute a Reorganization, or (y) be liable to the Company, any Entitled Holders or any other Person if for any reason the Second Merger does not occur or the Merger and the Second Merger, taken together, do not constitute a Reorganization. Each of the Parties hereby agrees (and hereby provides any necessary consents to effect such agreement) that if the Second Merger occurs, automatically and without any further action on the part of any Party, as a result of the Second Merger, all of the Surviving Corporation’s rights and obligations under this Agreement and any Related Agreement (including, for the avoidance of doubt, any rights to indemnification and any rights the Surviving Corporation has as a result of the Merger) shall be deemed to be assigned to Merger Sub II and any and all such rights may be exercised by, and any and all such obligations shall be performed by, Merger Sub II as though it were the Surviving Corporation.

(g) The following shall be added to the Initial Agreement as Section 4.24 thereof:

Securityholder Signatures. The Company shall use its reasonable best efforts to obtain, as promptly as practicable and in compliance with all applicable Laws, from each holder of any share of capital stock of the Company (including Company Restricted Shares) such stockholders’ signature to the Second Amended and Restated Securityholder Agreement attached hereto as Exhibit B, in each case, in form and substance complying with the terms of such agreement such that such stockholders will be bound thereby as Securityholders thereunder.

(h) The following shall be added to the Initial Agreement as Section 4.25 thereof:

Parent Equity Grants. Between the Effective Time and the 30th day following the satisfaction of the Second Target Reserve Consideration Conditions, Parent shall grant shares of capital stock or restricted stock units of Parent to current or former employees, consultants or independent contractors of the Company or to new hires, consultants or independent contractors of the Company, Parent or any of Parent’s Subsidiaries, in each case, who, at the time of each such grant, are rendering, or are reasonably expected to render, services in connection with the satisfaction of the First Product […***…] Milestone, the First Target Reserve Consideration Conditions and/or the Second Target Reserve Consideration

 

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Confidential Treatment Requested

Under 17 C.F.R. §§ 200.80(b)(4)

and 240.24b-2

 

Conditions (each such grant, a “Parent Equity Grant”) until the Parent Equity Grants Value equals the Forfeited Consideration Amount; provided that, for the avoidance of doubt, Parent shall not be required under this Section to make any such grant at any time at which the Parent Equity Grants Value equals or exceeds the Forfeited Consideration Amount. Parent shall consult with the Veloce Steering Committee with respect to such Parent Equity Grants, it being understood and agreed that, subject to such consultation, the date on which each such grant is made (so long as it occurs prior to the 30th day following the satisfaction of the Second Target Reserve Consideration Conditions), the size of each such grant, the identity of such employee, former employee, new hire, consultant or independent contractor receiving each such grant, and the vesting schedule applicable to each such grant, shall be as recommended by the Veloce Steering Committee, subject to customary review and approval of the Governance & Nominating Committee of the Board of Directors of Parent. Notwithstanding the foregoing, at any time and from time to time at the request of Parent, the Veloce Steering Committee may elect (subject to customary review and approval of the Governance & Nominating Committee of the Board of Directors of Parent) to satisfy all or a portion of a Parent Equity Grant by instead granting a cash award (which may be subject to vesting and other similar restrictions).

(i) The following shall be added to the Initial Agreement as Section 4.26 thereof:

California Fairness Hearing.

(a) Permit Application. As soon as reasonably practicable after the Amendment Date, (i) Parent shall prepare, with the cooperation of the Company, and file the application for permit (the “Permit Application”) in connection with the Hearing (as defined below) and the notice to be sent to the holders of the capital stock of the Company pursuant to, and meeting the requirements of Article 2 of Subchapter 1 of the California Administrative Code, Title 10, Chapter 3, Subchapter 1, as amended (the “Hearing Notice”), concerning the hearing (the “Hearing”) held by the California Commissioner to consider the terms and conditions of the issuance of Parent Common Stock pursuant to the Agreement and the fairness of such terms and conditions pursuant to Section 25142 of the California Corporate Securities Law of 1968, as amended, and the rules promulgated thereunder (“California Securities Law”), and (ii) the Company shall prepare, with the cooperation of Parent, an information statement relating to this Agreement and the transactions contemplated hereby (the “Information Statement”). Parent shall use its commercially reasonable efforts to cause the Permit Application and the Hearing Notice to comply in all material respects with applicable federal and state securities laws. The Company shall use its commercially reasonable efforts to cause the Information Statement to comply in all material respects with applicable federal securities laws and state corporate and securities laws. Each of the Company and Parent shall provide promptly to the other party such information concerning its respective business and financial statements and affairs as, in the reasonable judgment of the requesting party or its counsel, may be required or appropriate for inclusion in the Permit Application (including, without limitation, the Information Statement to be provided by the Company), the Hearing Notice or the Information Statement, or in any amendments or supplements thereto, and to cause its counsel and auditors to cooperate with the other’s counsel and auditors in the preparation of the Permit Application, the Hearing Notice and the Information Statement.

(b) Permit. Each of Parent and the Company shall use its commercially reasonable efforts to (i) promptly respond to questions and issues raised by the California Commissioner, if any, and (ii) obtain, as soon as reasonably practicable following the execution of this Agreement, the permit relating to the issuance of Parent Common Stock pursuant to the Agreement pursuant

 

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Confidential Treatment Requested

Under 17 C.F.R. §§ 200.80(b)(4)

and 240.24b-2

 

to Section 25121 of California Securities Law such that the issuance of the Parent Common Stock in connection with the Merger shall be exempt pursuant to Section 3(a)(10) of the Securities Act from the registration requirements of Section 5 of the Securities Act. The Company and Parent shall notify each other promptly of the receipt of any comments from the California Commissioner or its staff and of any request by the California Commissioner or its staff or any other government officials for amendments or supplements to any of the documents filed therewith or any other filing or for additional information and shall provide each other with copies of all correspondence between such party or any of its representatives, on the one hand, and the California Commissioner, or its staff or any other government officials, on the other hand, with respect to the filing.

(j) The following shall be added to the Initial Agreement as Section 4.27 thereof:

NASDAQ Listing. No later than fifteen (15) days prior to the date reasonably anticipated by Parent to be the Closing Date, Parent shall file an application for “Listing of Additional Shares” with NASDAQ (or any successor form thereto) and shall use its commercially reasonable efforts to procure that any shares of Parent Common Stock reasonably expected to be issuable in connection with the payment of the Accelerated Per Share Initial Consideration due hereunder and under the Carveout Plan shall have been approved for listing on NASDAQ.

(k) The following shall be added to the Initial Agreement as Section 4.28 thereof:

Third Party Consents. To the extent so requested by Parent in its reasonable discretion, each of the Company and its Subsidiaries shall use its reasonable best efforts to obtain from all applicable Persons the consents or approvals required under any Contract, permit or similar instrument designated by Parent in order to permit the succession by Merger Sub and Merger Sub II as a result of, or in connection with, the Merger or the Second Merger, as applicable, to any obligation, right or interest of the Company or the Surviving Corporation, as applicable, or any of their respective Subsidiaries, under such Contract, permit or similar instrument, it being understood and agreed that any such consent or approval shall be in form and substance reasonably satisfactory to Parent.

9 [Intentionally omitted.]

10 Conditions Precedent to Obligations of Parent and Merger Sub. Section 5 of the Initial Agreement is hereby amended as follows:

(a) The following shall be added to the Initial Agreement as Section 5.13 thereof:

Registration Statement or California Fairness Hearing. (i) The SEC shall have declared effective under the Securities Act a registration statement covering all securities to be issued, offered or sold under and pursuant to this Agreement and the Carveout Plan were Parent to elect to pay all consideration due hereunder and under the Carveout Plan in the form of shares of Parent Common Stock; no stop order suspending the effectiveness of such registration statement shall have been issued; and no proceedings for that purpose shall have been initiated or threatened in writing by the SEC or the Financial Industry Regulatory Authority (FINRA); or (ii) all securities to be issued, offered or sold under and pursuant to this Agreement and the Carveout Plan were Parent to elect to pay all consideration due hereunder and under the Carveout Plan in the form of shares of Parent Common Stock shall be permitted under Section 3(a)(10) of the Securities Act to be so issued, offered and sold (without registration under the Securities Act) as a result of the outcome of a “fairness hearing” conducted in, and under the Laws of,

 

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Confidential Treatment Requested

Under 17 C.F.R. §§ 200.80(b)(4)

and 240.24b-2

 

the State of California, and there shall not be pending or threatened any Legal Proceeding challenging such outcome or the right of Parent to so issue, offer or sell such securities without registration under the Securities Act.

(b) The following shall be added to the Initial Agreement as Section 5.14 thereof:

NASDAQ Listing. In the event that Parent elects to pay any amount of any Accelerated Per Share Initial Consideration due hereunder or under the Carveout Plan in the form of shares of Parent Common Stock, then such shares of Parent Common Stock shall have been approved for listing on NASDAQ.

(c) The following shall be added to the Initial Agreement as Section 5.15 thereof:

Compliance. Each of the covenants and obligations set forth in Sections 4.19 and 4.20 that the Company or any of its Subsidiaries is required to comply with or perform at or prior to the Closing shall have been complied with or performed in all respects.

11 Capitalization. Section 2.5 of the Initial Agreement is hereby amended and restated in its entirety as set forth below:

(a) The authorized capital stock of the Company consists of: (i) 12,500,000 shares of Company Common Stock, of which 6,808,908 shares have been issued and are outstanding as of the Amendment Date. There are no authorized, issued or outstanding shares of capital stock of the Company other than Company Common Stock. All of the outstanding shares of Company Common Stock have been duly authorized and validly issued, and are fully paid and non assessable. All of the outstanding shares of Company Common Stock and all outstanding Company Securities have been issued and granted in compliance with (i) all applicable securities laws and other applicable Laws, and (ii) all requirements set forth in the Company Constituent Documents and applicable Contracts. Each of the Company’s stockholders is the record and beneficial owner of the shares of the Company Common Stock as set forth opposite such stockholder’s name on Part 2.5(a) of the Company Disclosure Schedule, and such shares are free and clear of all Encumbrances (other than those Encumbrances relating to applicable securities laws). Other than shares of Company Common Stock and Company Stock Options, there are no other securities of the Company authorized, issued or outstanding, and the Company has not agreed to issue any such other securities (whether or not contingent upon the occurrence of any event or circumstance).

(b) The Company has reserved 7,725,000 shares of Company Common Stock for issuance under the Company Stock Option Plan, of which there are 3,994,663 outstanding options to purchase shares of Company Common Stock as of the Amendment Date.

(i) Part 2.5(b) of the Company Disclosure Schedule accurately sets forth, with respect to each Company Security outstanding as of the Amendment Date (whether vested or unvested and whether issued pursuant to any Company Stock Option Plan or otherwise): (A) the name of the holder of such Company Security and the type of such Company Security; (B) the total number of shares of Company Common Stock that are subject to such Company Security and the number of shares of Company Common Stock with respect to which such Company Security is immediately exercisable; (C) the date on which such Company Security was granted and the expiration date of such Company Security; (D) the vesting schedule for such Company Security, including any milestones or performance criteria upon whose achievement or satisfaction such vesting is contingent; (E) the exercise, or purchase, price per share of Company Common Stock purchasable under such Company Security; (F) whether (and to what

 

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Confidential Treatment Requested

Under 17 C.F.R. §§ 200.80(b)(4)

and 240.24b-2

 

extent) the vesting of such Company Security will be accelerated in any way by the transactions contemplated by this Agreement or by the termination of employment or engagement or change in position of any holder thereof following consummation of the Merger; and (G) whether such Company Security has been designated an “incentive stock option” as defined in Section 422 of the Code.

(ii) The Company has not issued any debt securities which grant the holder thereof any right to vote on, or veto, any actions by the Company. The Closing Capitalization Certificate referred to in Section 4.8 is accurate and complete.

(c) From its inception through the Amendment Date, other than with respect to the contribution of certain shares held by Sheffield Capital, LLC and repurchases of stock from former employees, officers, directors, consultants or other persons who performed services for the Company in connection with the cessation of such employment or service at the original purchase price, the Company has never repurchased, redeemed or otherwise reacquired any shares of capital stock or other securities of the Company. Part 2.5(c) of the Company Disclosure Schedule lists as of the Amendment Date all issued and outstanding shares of Company Common Stock that constitute restricted stock or that are otherwise subject to a repurchase or redemption right or right of first refusal in favor of the Company, indicating the name of the applicable stockholder, the class of any such shares, the lapsing schedule for any such shares, including the extent to which any such repurchase or redemption right or right of first refusal has lapsed as of the Amendment Date, whether (and to what extent) the lapsing will be accelerated in any way by the transactions contemplated by this Agreement or by termination of employment or change in position following consummation of the Merger, and whether such holder has the sole power to vote and dispose of such shares.

(d) Other than the Securityholder Agreement, the Company is not a party to or bound by any, and to the Knowledge of the Company, there are no, agreements or understandings with respect to the voting (including voting trusts and proxies) or sale or transfer (including agreements imposing transfer restrictions) of any shares of capital stock or other equity interests of the Company.

(e) The Company is not now, nor has it ever been, required to file with the SEC any periodic or other reports, or any registration statement, pursuant to the Securities Act or the Exchange Act.

12 Assumption of Company Stock Option Plan and Carveout Plan. A new Section 9.19 shall be added to the Initial Agreement as follows:

Assumption of Company Stock Option Plan and Carveout Plan. At the Effective Time, Parent shall assume each of the Company Stock Option Plan and the Carveout Plan and shall act as the sponsor of each such plan on and after the Effective Time in accordance with its terms (as adjusted to reflect the role of Parent as the sponsor of the such plan and, in the case of the Company Stock Option Plan, the issuance of shares of Parent Common Stock in connection with the grant of awards under such plan).

13 Representations and Warranties of the Company. Except as set forth on the Company Disclosure Schedule, following the execution of this Amendment, the Company represents and warrants to and for the benefit of the Indemnified Parties that each of the representations and warranties set forth in Section 2 of the Initial Agreement are true and correct in all respects as of the Amendment Date and as of the Closing Date (pursuant to Section 5.1 of the Initial Agreement), provided, for the avoidance of doubt, that (i) all references to the “Agreement Date” and the “date hereof” in Section 2 of the Initial Agreement shall be deemed to also refer to the “Amendment Date,” (ii) the reference to “April 30, 2009” in Section 2.18(c) of the Initial Agreement shall be changed to “February 29, 2012,” and (iii) Section 2.5 of the Initial Agreement shall be deemed amended and restated as set forth in Section 11 above.

 

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Confidential Treatment Requested

Under 17 C.F.R. §§ 200.80(b)(4)

and 240.24b-2

 

14 Representations and Warranties of Parent and Merger Sub. Parent and Merger Sub represent and warrant to the Company that each of the representations and warranties set forth in Section 3 of the Initial Agreement are true and correct in all respects as of the Amendment Date, provided that all references to the “Agreement Date” and the “date hereof” in Section 3 of the Initial Agreement shall be deemed to also refer to the “Amendment Date.”

15 Deliverables. Parent shall have thirty (30) days to accept or reject a deliverable, provided however that Parent may only reject a deliverable if it can demonstrate that it does not meet the specific criteria set forth for such deliverable. Deliverables are deemed accepted if not rejected within such thirty (30) day period. Once a deliverable has been accepted, for purposes of milestones, the date of original receipt by Parent of such deliverable shall be deemed to be the date that the milestone is met; provided that no delay by Parent during (or resulting from the evaluation of such deliverable during) such thirty (30) day period in fulfilling any obligation that is contingent on the meeting of such milestone shall be deemed a breach of the Agreement or any agreement contemplated by the Agreement.

16 References to Dates. The following Sections of the Initial Agreement shall be amended as follows: (i) “, as of the Amendment Date” shall be inserted immediately after each instance of “Agreement Date” in Section 5.1, Section 5.7(a) and Section 6.1 and (ii) “, as of the Amendment Date” shall be inserted immediately after the first reference to “Agreement Date” in Section 8.1(e).

17 References to Section 1.9. The following Sections of the Initial Agreement shall be amended as follows: “and Section 1.9” shall be inserted immediately after each instance of “Section 1.8” in Section 1.3, Section 1.12, Section 4.15 and Section 9.11.

18 References to “Closing Per Share Consideration.” All references to “Closing Per Share Consideration” in the Initial Agreement shall be changed to “Merger Per Share Consideration”; in addition to such change, all references to “Closing Per Share Consideration” in Sections 1.10, 1.11(f), 1.12 and 4.8 of the Initial Agreement shall be deemed to also refer to “Accelerated Consideration Amount.”

19 Exhibit E. Exhibit E to the Agreement is hereby amended, restated and replaced in its entirety by Exhibit E to this Amendment.

20 Amendments to Section 8. The following portions of Section 8 of the Initial Agreement shall be amended as follows: the heading of Section 8.2 shall be changed to “Indemnification Obligations of the Stockholders, Vested Company Stock Option Holders and Unit Holders”.

21 Defined Terms. If a capitalized term is defined in both the Initial Agreement and this Amendment, the definition provided for such capitalized term in this Amendment shall be deemed to replace the definition for such capitalized term in the Initial Agreement as of and from the Amendment Date for all purposes hereunder and thereunder.

22 Effect of this Amendment. This Amendment amends, restates and replaces in its entirety the First Amendment, which shall be null and void and of no further force and effect from and as of the date hereof. Except as expressly set forth in this Amendment, each term and provision of the Initial Agreement shall remain in full force and effect and shall be unaffected by this Amendment. To the extent there is a conflict between this Amendment and the Initial Agreement, the provisions of this Amendment will control.

 

25


*** Text Omitted and Filed Separately

Confidential Treatment Requested

Under 17 C.F.R. §§ 200.80(b)(4)

and 240.24b-2

 

23 Miscellaneous Provisions. Except to the extent they may have been amended by this Amendment, the provisions of Section 9 of the Initial Agreement shall apply (mutatis mutandis) to this Amendment.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

 

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Confidential Treatment Requested

Under 17 C.F.R. §§ 200.80(b)(4)

and 240.24b-2

 

The parties hereto have caused this Amendment to be executed and delivered as of the date first set forth above.

 

  PARENT:
  APPLIED MICRO CIRCUITS CORPORATION
  By:    /s/
  Name:    

L. William Caraccio

  Title:   

VP

  MERGER SUB:
  ESPRESSO ACQUISITION CORPORATION
  By:   

/s/

  Name:   

L. William Caraccio

  Title:   

VP

  COMPANY:
  VELOCE TECHNOLOGIES, INC.
  By:   

/s/

  Name:   

Jeffrey Harrell

  Title:   

COO

  STOCKHOLDERS’ REPRESENTATIVE:
  JEFFREY HARRELL
  By:   

/s/

  Name:   

Jeffrey Harrell

  Title:   

 

And, solely with respect to the provisions

contained in Sections 7 & 8(f) of this Amendment:

  MERGER SUB II:
  VELOCE TECHNOLOGIES, LLC
  By:   

APPLIED MICRO CIRCUITS CORPORATION,

its sole member and manager

  By:   

/s/

  Name:    

L. William Caraccio

  Title:   

VP

[SIGNATURE PAGE TO AMENDMENT NO. 2 TO AGREEMENT AND PLAN OF MERGER]


*** Text Omitted and Filed Separately

Confidential Treatment Requested

Under 17 C.F.R. §§ 200.80(b)(4)

and 240.24b-2

 

EXHIBIT A

CERTAIN DEFINITIONS

For purposes of the Agreement (including this Exhibit A), each of the capitalized terms identified below shall, from and after the Amendment Date, have the meanings set forth below. Each capitalized term set forth in Exhibit A to the Initial Agreement that is not identified below or in Section 2(b)(i) of this Amendment shall continue to have the meaning set forth in Exhibit A to the Initial Agreement.

“Agreed Amount” has the meaning set forth in Section 5(b) of this Amendment.

“Baktha” has the meaning set forth in Section 1.8(f)(ii) of the Agreement.

“[ …***…]” means […***…].

“California Securities Law” has the meaning set forth in Section 8(i) of this Amendment.

“Carveout Plan” means the Veloce Technologies, Inc. Employee Bonus Plan in the form attached as Exhibit D hereto.

“Characterization” means the […***…] to determine the actual device performance metrics, including but not limited to, […***…].

“Claim Notice” has the meaning set forth in Section 5(b) of this Amendment.

“Claimed Amount” has the meaning set forth in Section 5(b) of this Amendment.

“Contested Amount” has the meaning set forth in Section 5(b) of this Amendment.

“Development Agreement” means that certain Development Agreement entered into by Parent and the Company in connection with the Initial Agreement, as amended by the First Amendment to the Development Agreement entered into by Parent and the Company in connection with the First Amendment, as the same may be amended from time to time, pursuant to which, among other things, the Company agreed to develop exclusively for Parent an initial product.

“First […***…]” means the delivery by the Company of a […***…] for the […***…] with all standard sign-off checks completed […***…] that is ready to be included in the First Product […***…] (the “First […***…]”).

“First Product” means an […***…] having an […***…] Module and other structures designed by […***…].

“First Product Consideration Chart” means the tables attached as Exhibit E hereto.

“First Product Consideration Date” means the date of the First […***…], provided that the First Product […***…] Milestone has been achieved. For the avoidance of doubt, the achievement of the First Product […***…] Milestone shall not be used in the calculation of the First Product Consideration Date.

 

A-1


*** Text Omitted and Filed Separately

Confidential Treatment Requested

Under 17 C.F.R. §§ 200.80(b)(4)

and 240.24b-2

 

“First Product Interim Development Milestone” means the completion of […***…] for the First […***…].

“First Product Milestone” means the actual receipt by Parent, pursuant to the Development Agreement, of a functional First Product that meets the First Product Performance Specifications, provided that such First Product is received on or before […***…].

“First Product Performance Specifications” means the “Veloce Minimum Requirements,” as set forth in the First Product Consideration Chart.

“First Product […***…] Milestone” means the actual receipt by Parent of a functional First Product that meets the […***…] Requirements and Minimum Requirements set forth in Exhibit E and has achieved […***…] confirmed via the procedure set forth in Exhibit E under the section entitled “Initial […***…] Confirmation” that is not less than […***…].

“FPGA II Milestone” means the first date on which the FPGA II Platform, which contains all of the components and satisfies all of the criteria set forth in Schedule 1 to this Amendment, as certified in writing by Parent and the Company, is delivered to a customer or prospective customer of Parent for validation.

“Hearing Notice” has the meaning set forth in Section 8(i) of this Amendment.

“Hearing” has the meaning set forth in Section 8(i) of this Amendment.

“Information Statement” has the meaning set forth in Section 8(i) of this Amendment.

“Merger Sub II” has the meaning set forth in the Preamble to this Amendment.

“Mergers” has the meaning set forth in Section 8(f) of this Amendment.

“[ …***…]” means […***…].

“NASDAQ” means The Nasdaq Global Select Market (or such other Nasdaq Stock Market, LLC securities exchange on which Parent Common Stock is then listed).

“Negotiation Period” has the meaning set forth in Section 5(b) of this Amendment.

“Parent Equity Grant” has the meaning set forth in Section 8(h) of this Amendment.

“Permit Application” has the meaning set forth in Section 8(i) of this Amendment.

“[ …***…]” has the meaning set forth on page E-9 of the First Product Consideration Chart.

“Project” means the development of a ARM v8-A processor(s) as described in Section 2.1 of the Development Agreement.

“Related Agreement” means (i) the Development Agreement, as amended, (ii) the Securityholder Agreement, as amended, and (iii) any other certificate, agreement, document or other instrument to be executed and delivered by the Company, Merger Sub or Parent, as applicable, in connection with the transactions contemplated hereby.

 

A-2


*** Text Omitted and Filed Separately

Confidential Treatment Requested

Under 17 C.F.R. §§ 200.80(b)(4)

and 240.24b-2

 

“Reorganization” has the meaning set forth in Section 7 of this Amendment.

“Response Notice” has the meaning set forth in Section 5(b) of this Amendment.

“Second Merger” has the meaning set forth in Section 8(f) of this Amendment.

“Second Product Additional Features” has the meaning set forth in Section 1.8(f)(ii) of the Agreement.

“Second Product Milestone” means the actual receipt by Parent, pursuant to the Development Agreement, of the Second Product that meets each of the Second Product Performance Specifications with a variance of not greater than fifteen percent (15%).

“Second Product Performance Specifications” means the performance requirements as may be mutually agreed upon by the Company and Parent or, following the Effective Date, by the Veloce Steering Committee, that are established for the Second Product with respect to […***…] and […***…], based upon the performance of the […***…].

“Second Product Update” means an optional (at Parent’s discretion) version of the Second Product created using a different version of the […***…] which was current at a date which is not less than ninety (90) days prior to the occurrence of the Second Product Milestone date, which […***…] incorporates the Company’s reasonable best efforts over a reasonable period of time to remedy any deterioration from the performance of the Second Product caused by the use of the later version of the […***…]. Parent shall make such election not later than seven (7) days after delivery of the Second Product by the Company.

“Second Product” means a […***…] developed using the same version of the […***…] as the […***…], which (i) implements the same design as the First […***…], except with full […***…] of all […***…] consistent with the First […***…] requirements (including but not limited to […***…]), (ii) contains the Second Product Additional Features and any other modifications approved in accordance with Section 1.8(f)(ii) of the Agreement, and (iii) is believed, as of such tapeout date and as a result of standard emulation procedures, to be fully functional with no known critical bugs or defects that could materially impact chip functionality. For the avoidance of doubt, the Second Product shall include a […***…] that implements the same […***…] as the […***…] in the First […***…], but subject to the Second Product Additional Features and any other modifications approved in accordance with Section 1.8(f)(ii) of the Agreement.

“Sheffield” has the meaning set forth in Section 8(c) of this Amendment.

“Survival Period” has the meaning set forth in Section 5 of this Amendment.

“Test Module” means a […***…], prepared by Parent prior to delivery of the Second Product in […***…], that will be used to determine the Second Product Performance Specifications. The […***…] will contain structures substantially similar to those contained in the First Product test chip and such other Second Product structures to be determined by Parent and the Company or, following the Effective Date, by the Veloce Steering Committee, by the end of the quarter ending […***…].

 

A-3


*** Text Omitted and Filed Separately

Confidential Treatment Requested

Under 17 C.F.R. §§ 200.80(b)(4)

and 240.24b-2

 

“[ …***…] Milestone” means the actual receipt by Parent of: (i) a validation report detailing and comparing the results from the modeled […***…] structures and the actual […***…] results from the […***…] and (ii) a set of […***…] or adjustment factors to apply to modeled data to obtain more accurate estimates of physical results of the […***…] of the Second Product. In the event that (A) the process set forth on Exhibit E under the section entitled “[ …***…]” fails to confirm the […***…] (defined as Fi on Exhibit E hereto) and (B) […***…] (where […***…] are determined in accordance with Exhibit E hereto), then the […***…] Milestone shall be deemed not to be achieved until such time as the Company and Parent or, following the Effective Date, the Veloce Steering Committee, have met, discussed in good faith and agreed (with such agreement not to be unreasonably withheld by either party or any committee members, as applicable) as to (i) the impact of such failure with respect to the Project and (ii) a plan of remediation which may involve adjustments to the schedule and funding requirements of the Project as well as any additional amounts to be paid to the Company and its stockholders in connection with the Agreement and the Company’s efforts to satisfy the […***…] Milestone and the Second Product Milestone.

“Unpaid Consideration” has the meaning set forth in Section 5 of this Amendment.

“Unpaid Consideration Fund” has the meaning set forth in Section 5 of this Amendment.

“Veloce Organization” has the meaning set forth in Section 8(a) of this Amendment.

“Veloce Steering Committee” means a committee comprised of the following four individuals: Balaji Baktha, Jeffrey Harrell, Arthur Stabenow and Paramesh Gopi; provided that any reference in the Agreement to an action, recommendation or determination (or similar term) of the Veloce Steering Committee shall be deemed to refer to such action, recommendation or determination (or similar term) of a majority of such individuals in their capacities as members of the Veloce Steering Committee. Any vacancy of a seat on the Veloce Steering Committee held by either Mr. Baktha or Mr. Harrell (or either of their successors) shall be filled by the Stockholders’ Representative. Any vacancy of a seat on the Veloce Steering Committee held by either Mr. Stabenow or Dr. Gopi (or either of their successors) shall be filled by Parent.

“Vendor” means ARM Holdings PLC.

******

 

Omitted Schedules*:
Exhibit B   -    Second Amended and Restated Securityholder Agreement
Exhibit C   -    Form of Stockholder Written Consent
Exhibit D   -    Form of Carveout Plan
Exhibit E   -    First Product Consideration Chart
Exhibit F   -    Amendment to Warrant Agreement
Schedule 1   -    FPGA II Milestone

 

* Applied Micro Circuits Corporation agrees to furnish supplementally to the Securities and Exchange Commission (“SEC”) these omitted schedules upon the request of the SEC.

 

A-4


*** Text Omitted and Filed Separately

Confidential Treatment Requested

Under 17 C.F.R. §§ 200.80(b)(4)

and 240.24b-2

 

EXHIBIT B

SECOND AMENDED AND RESTATED SECURITYHOLDER AGREEMENT

[See attached.]

 

B-1


*** Text Omitted and Filed Separately

Confidential Treatment Requested

Under 17 C.F.R. §§ 200.80(b)(4)

and 240.24b-2

 

EXHIBIT C

FORM OF STOCKHOLDER WRITTEN CONSENT

[See attached.]

 

C-1


*** Text Omitted and Filed Separately

Confidential Treatment Requested

Under 17 C.F.R. §§ 200.80(b)(4)

and 240.24b-2

 

EXHIBIT D

FORM OF CARVEOUT PLAN

[See attached.]

 

D-1


*** Text Omitted and Filed Separately

Confidential Treatment Requested

Under 17 C.F.R. §§ 200.80(b)(4)

and 240.24b-2

 

EXHIBIT E

FIRST PRODUCT CONSIDERATION CHART

[See attached.]

 

E-1


*** Text Omitted and Filed Separately

Confidential Treatment Requested

Under 17 C.F.R. §§ 200.80(b)(4)

and 240.24b-2

 

EXHIBIT F

AMENDMENT TO WARRANT AGREEMENT

[See attached.]

 

F-1


*** Text Omitted and Filed Separately

Confidential Treatment Requested

Under 17 C.F.R. §§ 200.80(b)(4)

and 240.24b-2

 

SCHEDULE 1

FPGA II MILESTONE

 

   

All of the following must be completed:

[…***…]

 

Sch. 1

EX-10.66 3 d238010dex1066.htm DEVELOPMENT AGREEMENT Development Agreement

Exhibit 10.66

*** Text Omitted and Filed Separately

Confidential Treatment Requested

Under 17 C.F.R. §§ 200.80(b)(4)

and 240.24b-2

DEVELOPMENT AGREEMENT

This Development Agreement (this “Agreement”) is entered into as of May 17, 2009 (the “Effective Date”) by and between Applied Micro Circuits Corporation, a Delaware corporation having a place of business at 215 Moffett Park Drive, Sunnyvale, CA 94089 (“AMCC”) and Veloce Technologies, Inc., a Delaware corporation having a place of business at 20813 Stevens Creek Boulevard, Suite 100, Cupertino, CA 95014 (“Company”). As used herein, AMCC and Company are referred to herein individually as a “Party” and collectively, as the “Parties.”

Background

WHEREAS, concurrently with the execution of this Agreement, AMCC, Company, Espresso Acquisition Corporation, a Delaware corporation and a wholly-owned subsidiary of AMCC (“Merger Sub”), and Jeffrey Harrell, an individual, as representative of the stockholders of Company, are entering into an Agreement and Plan of Merger (the “Merger Agreement”) pursuant to which Merger Sub shall be merged with and into Company, the separate existence of Merger Sub shall cease and Company will continue as the surviving corporation in the merger and shall continue its existence under the laws of the State of Delaware, in accordance with the terms provided therein (the “Merger”); and

WHEREAS, concurrently with the execution of this Agreement and the Merger Agreement, AMCC, Company, certain securityholders of Company and Jeffrey Harrell, an individual, as the purchaser representative, are entering into a Securityholder Agreement (the “Securityholder Agreement”) pursuant to which such securityholders agree to certain voting provisions with respect to their shares of Company common stock, and certain restrictions on the transferability thereof, and Company agrees not to issue additional equity interests in Company except in accordance with the terms of such agreement; and

WHEREAS, the Parties desire for Company to develop for AMCC one or more PowerPC processors that meet certain specifications provided in the Merger Agreement, pursuant to the terms and conditions of this Agreement and the Merger Agreement.

NOW, THEREFORE, in consideration of the premises and other good and valuable consideration received and to be received by the Parties hereunder, the Merger Agreement and Securityholder Agreement, the Parties agree to the following:

Agreement

1. DEFINITIONS. As used in this Agreement:

1.1 “Affiliate” of a Party means any person or entity that directly or indirectly controls, is controlled by, or is under common control with such Party, where “control” means ownership of fifty percent (50%) or more of the outstanding voting securities (but only as long as such person or entity meets these requirements).

 

1


*** Text Omitted and Filed Separately

Confidential Treatment Requested

Under 17 C.F.R. §§ 200.80(b)(4)

and 240.24b-2

 

1.2 “AMCC Confidential Information” means any and all information related to the Project, the business of AMCC or any Affiliate of AMCC, AMCC Technology, and Work Product, including without limitation, trade secrets, technical information, business forecasts and strategies, marketing plans, customer and supplier lists, personnel information, financial data, and proprietary information of third parties provided to AMCC or its Affiliates in confidence, that AMCC considers to be confidential or proprietary.

1.3 “AMCC Technology” means any Technology that is developed, acquired, or otherwise obtained by AMCC either prior to or during the term of this Agreement, other than the Work Product.

1.4 “Company Background Technology” means any Technology used by Company in connection with the performance of the Project or incorporated by Company into any Work Product, that is developed, acquired, or otherwise obtained by Company prior to the commencement of the Project.

1.5 “Company Confidential Information” means any and all information related to the business of Company or Company Background Technology, including without limitation, trade secrets, technical information, business forecasts and strategies, marketing plans, personnel information, financial data, and proprietary information of third parties provided to Company, that Company considers to be confidential or proprietary.

1.6 “Confidential Information” means AMCC Confidential Information or Company Confidential Information.

1.7 “Intellectual Property Rights” means all copyrights, mask work rights, moral rights, patent rights, trademark rights, trade secret rights, and any other proprietary rights of any kind in any jurisdiction.

1.8 “Project” means the development of a PowerPC processor as described in Section 2.1.

1.9 “Technology” means data, know-how, methods, processes, techniques, proprietary information, specifications, protocols, schematics, designs, diagrams, layouts, inventions (whether or not patentable), apparatuses, hardware, products, devices, algorithms, software, software code (in any form including source code and object code or executable code), user interfaces, and other forms of technology.

1.10 “Work Product” means (i) all Technologies, in any stage of development, that Company conceives, creates, develops, or reduces to practice in connection with performing the Project, and (ii) all tangible embodiments (including models, presentations, prototypes, reports, samples, and summaries) of each item of such Technologies.

 

2


*** Text Omitted and Filed Separately

Confidential Treatment Requested

Under 17 C.F.R. §§ 200.80(b)(4)

and 240.24b-2

 

2. ENGAGEMENT

2.1 Project. Company will use diligent efforts to develop a 40 nm PowerPC processor module as further described in Exhibit A, which meets the specifications and the requirements provided in the Merger Agreement (as such specifications and requirements may be amended from time to time in accordance with the terms hereof, the “Design Requirements”). The Company will meet all of the milestones provided in Exhibit B (the “Milestones”) by the applicable due dates specified therein.

2.2 No Subcontracting. Company will perform the Project in accordance with the terms of this Agreement. Company will not subcontract or otherwise delegate any of Company’s obligations under this Agreement, without the prior written consent of AMCC, which consent may be withheld in AMCC’s sole discretion; provided that the Company may use third-party contractors in the Company’s discretion so long as such contractors meet the requirements of Section 2.7 hereof and Company is responsible for their compliance with the applicable terms and conditions of this Agreement, including but not limited to Sections 4 and 5.5.

2.3 Facility. Company will perform the Project at […***…] in […***…], California (the “Facility”). While on […***…] Facility, Company agrees to comply with, and require its employees and agents to comply with, […***…] then-current access rules and procedures, including those procedures pertaining to safety, security, and confidentiality.

2.4 Change Orders. At any time, AMCC may propose a change to the Project (“Change Request”). As soon as reasonably practicable, but no later than thirty (30) days after receipt of the Change Request, Company and AMCC will discuss the feasibility and schedule for implementing the Change Request. No Change Request will be implemented by Company until both Parties have agreed in writing to implement such Change Request.

2.5 Cooperation. The Parties will cooperate with and assist each other in connection with the Project. Such cooperation and assistance will include, in addition to any duties or responsibilities of the Parties set forth in this Agreement, each Party providing to the other Party in a timely manner all information and materials reasonably necessary for the other Party to perform its obligations with respect to the Project.

2.6 Project Managers. Within two (2) days after the Effective Date, each Party will appoint a project manager who will serve as such Party’s primary representative for the Project (a “Project Manager”). The Project Manager for Company must be reasonably acceptable to AMCC. Company may not change its Project Manager without the prior written consent of AMCC which consent shall not be unreasonably withheld. The Project Manager for AMCC must be reasonably acceptable to the Company. AMCC may not change its Project Manager without the prior written consent of the Company which consent shall not be unreasonably withheld. For purposes of this Section 2.6, (i) […***…] shall be deemed to be acceptable by the Company and (ii) […***…] shall be deemed to be acceptable by AMCC.

 

3


*** Text Omitted and Filed Separately

Confidential Treatment Requested

Under 17 C.F.R. §§ 200.80(b)(4)

and 240.24b-2

 

2.7 Employee Qualifications. Company will ensure that all employees performing the Project are highly qualified and have the requisite expertise and skill set necessary to complete the Project.

2.8 Cost. Except as provided in Sections 2.9, 3.4 and 3.6 or as set forth in the Merger Agreement, Company will be solely responsible for its own personnel who are involved in the Project, including all costs and expenses related to their employment and participation in the Project, as well as any other costs and expenses incurred in the course of performing the Project.

2.9 […***….] AMCC will be responsible for providing Company, at AMCC’s cost and expense, access and license to use (i) […***…] identified by Company and approved by AMCC in the number of licenses that are reasonably required for the development under the Project solely for purposes of performing the Project and (ii) […***…] To the extent that AMCC has the right to do so, AMCC will supply Company: (a) necessary technology information (e.g., […***…]; (b) necessary […***…] whether internally created within AMCC or supplied externally by other parties; and (c) at AMCC’s expense, […***…]. To the extent that any of the foregoing licenses are provided under a sublicense from AMCC, Company agrees that its use of the foregoing will be in a manner in accordance with the licenses granted to AMCC.

2.10 Technology Review and Project Materials. Company and AMCC will meet periodically, but no less than quarterly, to discuss the status of the Project, including the status of Milestones and to jointly perform technical review of the PowerPC processor in development. Company will cooperate with AMCC in connection with these meetings and technical review and at each such meeting provide to AMCC all materials, information and personnel that are necessary or relevant to such meetings and technical review and disclose in writing to AMCC the identities of all employees and technical consultants of Company as of such time. All documents and materials developed or created in the course of performing the Project will be subject to inspection by AMCC during normal business hours and with reasonable advance notice. The Company will store on AMCC’s network all documents, data, files, and other electronic materials created or developed in the course of performing the Project; provided that (i) AMCC shall provide the Company with an archival image of such materials within seven (7) days after AMCC completes its monthly archive of such materials and (ii) the Company shall be entitled to retain an image of such materials.

2.11 Exclusive Engagement. Except with respect to the individuals and the entity set forth on Schedule 2.11 hereof, Company agrees that, during the term of this Agreement, Company will devote all of its employees, consultants and other agents, and its resources, in performing the Project exclusively for AMCC. Company will refrain from any activity and will not enter into any agreement or make any commitment, or omit to do either of the foregoing, if such action or inaction is inconsistent or incompatible with Company’s obligations under this Agreement, including Company’s ability to perform the Project. Specifically, Company will not engage in any activities to design or develop any Technology or Intellectual Property Rights, or product, either for itself or for any third party, other than the Project.

 

4


*** Text Omitted and Filed Separately

Confidential Treatment Requested

Under 17 C.F.R. §§ 200.80(b)(4)

and 240.24b-2

 

2.12 Independent Company Relationship. Company’s relation to AMCC under this Agreement is that of an independent contractor. Nothing in this Agreement is intended or should be construed to create a partnership, joint venture, or employer-employee relationship between AMCC, on the one hand, and any of Company or Company’s employees or agents, on the other hand. Company is not the agent of AMCC and is not authorized, and must not represent to any third party that it is authorized, to make any commitment or otherwise act on behalf of AMCC. Without limiting the generality of the foregoing: (i) neither Company nor any of its employees or agents is entitled to or eligible for any benefits that AMCC may make available to its employees; (ii) AMCC will not withhold or make payments for social security, make unemployment insurance or disability insurance contributions, or obtain workers’ compensation insurance on behalf of Company or any of its employees or agents; and (iii) Company is solely responsible for filing all tax returns and submitting all payments as required by any federal, state, local, or foreign tax authority arising from the payment of fees to Company under this Agreement, and agrees to do so in a timely manner.

3. PAYMENT

3.1 Loan. In consideration for Company’s performance of the Project and other promises set forth therein, AMCC has provided Company a loan in the aggregate amount of $1.5 Million (together with any outstanding amount previously loaned by AMCC to Company, the “Loan”) in the form attached as Exhibit C (“Promissory Note”). Subject to the terms set forth in the Promissory Note, AMCC will forgive repayment of up to all of the principal outstanding under the Loan, and any accrued and unpaid interest thereon.

3.2 Warrant. In consideration for Company’s performance of the Project, within ten (10) days after the Effective Date, AMCC will issue Company a warrant to purchase an aggregate of 658,000 shares of common stock of AMCC, par value $0.01 per share (subject to subsequent adjustments for stock splits, stock dividends, reverse stock splits, and the like), in the form attached as Exhibit D (the “Warrant”).

3.3 Quarterly Payments. In consideration for Company’s performance of the Project, during the term of this Agreement, AMCC will pay Company up to the full quarterly payment (each, a “Quarterly Payment”), for up to twelve (12) consecutive calendar quarters (each a “Calendar Quarter”) (or portions thereof), commencing with the Calendar Quarter in which this Agreement is entered into (the “Quarterly Payment Period”), subject to such shorter period provided under Section 9.4.2 in the event of a Good Faith Allegation of Breach (as defined in Section 9.4.2), provided that AMCC may deduct from each Quarterly Payment for a Calendar Quarter […***…] with respect to such Calendar Quarter and with respect to any prior Calendar Quarter that was not deducted from a Quarterly Payment. The first Quarterly Payment hereunder shall be an amount equal to (a) $1.5 Million, plus (b) an amount equal to $1.5 Million multiplied by the quotient obtained by dividing (I) the number of days between the Effective Date and June 30, 2009, inclusive, by (II) ninety-one (91) (such amount in this clause (b), the “Stub Amount”), which shall be made on or before July 10, 2009. The second (2nd) through eleventh (11th) Quarterly Payment hereunder shall be an amount equal to $1.5 Million, which shall be made within ten (10) days after the beginning of the applicable Calendar Quarter. The

 

5


*** Text Omitted and Filed Separately

Confidential Treatment Requested

Under 17 C.F.R. §§ 200.80(b)(4)

and 240.24b-2

 

twelfth (12th) Quarterly Payment hereunder shall be an amount equal to $1.5 Million minus the Stub Amount, which shall be made within ten (10) days after the beginning of the Calendar Quarter. A Calendar Quarter begins on January 1st, April 1st, July 1st, and October 1st of each applicable year. AMCC shall have the right (upon a request by the Company), but not the obligation, to pay Company an amount above each such Quarterly Payment in order to assist Company in meeting expenses to perform its obligations under this Agreement, provided that the total of all amounts paid by AMCC to Company pursuant to this sentence (collectively, the “Prepayment”) shall be deducted from the consideration payable by AMCC at the closing of the Merger pursuant to the Merger Agreement.

3.4 […***…] Expenses. In addition to the Quarterly Payments referenced in Section 3.3, AMCC will pay for costs associated with (i) a […***…] of each of the […***…] (each as defined in the Merger Agreement), and (ii) […***…].

3.5 Exclusivity Payment. AMCC hereby acknowledges that it is not entitled to the return of any of the Five Hundred Thousand Dollars ($500,000) “Good Faith Deposit” made by AMCC to the Company in connection with the execution of the exclusivity letter between the Parties dated as of March 23, 2009.

3.6 Expenses. AMCC will reimburse Company for any pre-approved, reasonable out-of-pocket expenses, including travel expenses, incurred by Company in the course of performing the Project.

3.7 Invoicing and Payment. For any payments required under Section 3.4 or 3.6, Company will provide AMCC an invoice for such payment, and all undisputed invoices will be paid by AMCC within thirty (30) days after receipt of the invoice. All payment to Company will be made by electronic transfer of funds to Company’s bank account as follows:

 

Bank Name:    […***…]
Bank Address:    […***…]
ABA No.:    […***…]
Account No.:    […***…]
Swift Code:    […***…]
Account Name:    […***…]

3.8 Taxes. Company will be responsible for and will indemnify and hold AMCC harmless from payment of any and all taxes, fees, duties, and other governmental charges, and any related penalties and interests, arising from the payment of any fees to Company under this Agreement. The Work Product is made up of the patent, copyright, trade secret and other intangible property interests which have been conveyed, assigned, transferred and licensed from the Company to AMCC pursuant to the terms of this Agreement in order to provide AMCC all of the Company’s rights in the Work Product. The parties agree that this assignment of the Work Product from the Company to AMCC constitutes a Technology Transfer Agreement under the provisions of California Revenue and Taxation Code sections 6011(c)(10), 6012(c)(10) and California SBE Regulation 1507 (Title 18 of the California Administrative Code).

 

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Confidential Treatment Requested

Under 17 C.F.R. §§ 200.80(b)(4)

and 240.24b-2

 

4. CONFIDENTIALITY

4.1 Confidential Information. During the term of this Agreement, Company will be provided with or have access to AMCC Confidential Information that is reasonably necessary for the Project and AMCC will be provided with or have access to Company Confidential Information related to the Project or the Work Product. All Confidential Information remains the property of the Party disclosing the information (the “Disclosing Party”). The Party receiving the Confidential Information of the Disclosing Party (the “Receiving Party”) may disclose the Confidential Information only to its employees and contractors who need to know the Confidential Information for purposes of performing under this Agreement and who are bound by the Receiving Party’s standard employee or contractor (as applicable) confidentiality agreements that are no less restrictive than this Agreement. The Receiving Party will not use the Confidential Information without the Disclosing Party’s prior written consent except in performance under this Agreement. The Receiving Party will take measures to maintain the confidentiality of the Confidential Information equivalent to those measures the Receiving Party uses to maintain the confidentiality of its own confidential information of like importance but in no event less than reasonable measures. The Receiving Party will give immediate notice to the Disclosing Party of any unauthorized use or disclosure of the Confidential Information that comes to the attention of the Receiving Party’s senior management and agrees to assist the Disclosing Party in remedying such unauthorized use or disclosure.

4.2 Exceptions. The confidentiality obligations do not extend to Confidential Information which the Receiving Party can prove (i) becomes part of the public domain without the fault of the Receiving Party; (ii) is rightfully obtained by the Receiving Party from a third party with the right to transfer such information without obligation of confidentiality; (iii) is independently developed by the Receiving Party without reference to or use of the Disclosing Party’s Confidential Information, as evidenced by written records; or (iv) was lawfully in the possession of the Receiving Party at the time of disclosure, without restriction on disclosure, as evidenced by written records of the Receiving Party. In addition, the Receiving Party may disclose Confidential Information of the Disclosing Party as may be required by law, a court order, or a governmental agency with jurisdiction, provided that before making such a disclosure the Receiving Party first notifies the Disclosing Party promptly and in writing and cooperates with the Disclosing Party, at the Disclosing Party’s reasonable request and expense, in any lawful action to contest or limit the scope of such required disclosure.

4.3 Return of Confidential Information. Upon termination or expiration of this Agreement, the Receiving Party will return to the Disclosing Party all tangible copies of Confidential Information of the Disclosing Party in the Receiving Party’s possession or control which the Receiving Party no longer has the right to possess or use and will erase from its computer systems all electronic copies thereof.

5. WORK PRODUCT

5.1 Ownership and Assignment of Work Product. Company agrees that all Work Product will be the sole and exclusive property of AMCC. All works of authorship which fall

 

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Confidential Treatment Requested

Under 17 C.F.R. §§ 200.80(b)(4)

and 240.24b-2

 

within the definition of “works made for hire” under the United States Copyright Act of 1976, as amended, will be considered works made for hire and owned by AMCC. Company hereby irrevocably and unconditionally assigns to AMCC all right, title, and interest worldwide in and to the Work Product and all Intellectual Property Rights thereto. Company understands and agrees that, subject to Section 5.7 hereof, Company has no right to use the Work Product except as necessary to perform the Project for AMCC. If any Intellectual Property Rights, including moral rights, in the Work Product, cannot (as a matter of law) be assigned by Company to AMCC as provided in this Section 5.1, then (i) Company unconditionally and irrevocably waives the enforcement of such rights and all claims and causes of action of any kind against AMCC with respect to such rights, and (ii) to the extent Company cannot (as a matter of law) make such waiver, Company unconditionally grants to AMCC an exclusive, perpetual, irrevocable, worldwide, fully-paid license, with the right to sublicense through multiple levels of sublicensees, under any and all such rights (a) to reproduce, create derivative works of, distribute, publicly perform, publicly display, digitally transmit, and otherwise use the Work Product in any medium or format, whether now known or hereafter discovered, (b) to use, make, have made, sell, offer to sell, import, and otherwise exploit any product or service based on, embodying, incorporating, or derived from the Work Product, and (c) to exercise any and all other present or future rights in the Work Product.

5.2 Further Assurances. At AMCC’s request, Company will use its reasonable best efforts to cause its employees and agents to (a) cooperate with and assist AMCC, both during and after the term of this Agreement, in perfecting, maintaining, protecting, and enforcing AMCC’s rights in the Work Product, and (b) execute and deliver to AMCC any documents deemed necessary or appropriate by AMCC in its discretion to perfect, maintain, protect, or enforce AMCC’s rights in the Work Product or otherwise carry out the purpose of this Agreement. Company hereby irrevocably designates and appoints AMCC and its duly authorized officers and agents as Company’s agent and attorney-in-fact to act for and on Company’s behalf to execute, deliver and file any and all documents with the same legal force and effect as if executed by Company, if AMCC is unable for any reason to secure Company’s signature on any document needed in connection with the actions described in this Section 5.2.

5.3 Disclosure of Inventions and Patent Filings. Within five (5) days after the Effective Date, each Party will appoint a patent coordinator (a “Patent Coordinator”) who will serve as such Party’s primary representative for identifying material inventions included in the Work Product and filing and prosecuting patent applications based on such inventions. The Patent Coordinator for Company (the “Company Patent Coordinator”) must be reasonably acceptable to AMCC. Company may not change the Company Patent Coordinator without the prior written consent of AMCC which consent shall not be unreasonably withheld. The Patent Coordinator for AMCC (the “AMCC Patent Coordinator”) must be reasonably acceptable to the Company. AMCC may not change the AMCC Patent Coordinator without the prior written consent of the Company which consent shall not be unreasonably withheld. For purposes of this Section 5.3, (i) […***…] shall be deemed to be acceptable by the Company and (ii) […***…] shall be deemed to be acceptable by AMCC. The Company Patent Coordinator will ensure that its employees and contractors promptly disclose all inventions included in the Work Product to the Company Patent Coordinator using an invention disclosure form approved by AMCC. The Patent Coordinators of both Parties will meet on a regular basis, and no less frequently than once

 

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Confidential Treatment Requested

Under 17 C.F.R. §§ 200.80(b)(4)

and 240.24b-2

 

per Calendar Quarter, to discuss all invention disclosures made by Company’s employees and contractors during the prior Calendar Quarter and which of those inventions will result in patent filings, provided that any decision regarding whether a patent application will be filed based on such invention will be made entirely by AMCC in its sole and absolute discretion. The Company Patent Coordinator will ensure that the inventors are available to meet with and otherwise cooperate with and assist AMCC and its patent counsel to promptly prepare and file the patent applications, including reviewing and providing comments on any draft application or draft response to office and to execute all inventor declarations and assignments. It is expected that each inventor may be required to spend twenty (20) or more hours in connection with the preparation and filing of each application and ten (10) or more hours in connection with the preparation and filing of each response to an office action. Company will ensure that each inventor is available to devote such time to ensure that all patent applications and responses to office actions are filed promptly. AMCC shall be responsible for all out-of-pocket expenses associated with the any patents filed in accordance with this Agreement. AMCC shall provide substantially similar invention incentives to the Company’s employees that AMCC provides its own employees.

5.4 License to Company Background Technology. If Company uses any Company Background Technology in the course of performing the Project or incorporates any Company Background Technology in any Work Product, Company unconditionally grants to AMCC a non-exclusive, perpetual, irrevocable, worldwide, transferable, fully-paid, royalty-free right and license, with the right to sublicense through multiple levels of sublicensees, under all of Company’s Intellectual Property Rights in any and all Company Background Technology (a) to reproduce, create derivative works of, distribute, publicly perform, publicly display, digitally transmit, and otherwise use the Work Product in any medium or format, whether now known or hereafter discovered, (b) to use, make, have made, sell, offer to sell, import, and otherwise exploit any product or service based on, embodying, incorporating, or derived from the Work Product, and (c) to exercise any and all other present or future rights in the Work Product.

5.5 Third-Party Technology. Any Technology (i) licensed or obtained by Company from any third party or (ii) which Company knows is owned by any third party or infringes any third party’s Intellectual Property Rights (including any pending patent applications) (collectively, “Third-Party Technology”) shall not be used by Company in the performance of Project unless, such Third-Party Technology has been specifically identified and its use approved by AMCC in writing.

5.6 License to AMCC Technology. AMCC hereby grants Company a non-exclusive, non-transferable, fully-paid, royalty-free, limited right and license, without the right to sublicense, to use any AMCC Technology provided by AMCC to Company and Work Product solely for purposes of performing the Project as required under and during the term of this Agreement.

5.7 License to Work Product. Notwithstanding anything in this Agreement to the contrary, upon a final determination of AMCC’s material breach of this Agreement in accordance with Section 9.4 hereof, AMCC grants to Company a non-exclusive, perpetual,

 

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Confidential Treatment Requested

Under 17 C.F.R. §§ 200.80(b)(4)

and 240.24b-2

 

worldwide, fully paid, royalty-free license under all of AMCC’s Intellectual Property Rights in the Work Product to (i) design, develop, make, have made, use, sell, offer for sale, import, or export any product and (ii) use, prepare derivative works of, reproduce, distribute, display, and perform any copyrighted materials included in the Work Product solely for purposes of designing, developing, and manufacturing any product (the “Work Product License”), provided that Company may not transfer or sublicense any of these rights, except Company may assign these rights to a third party solely in connection with the sale of all or substantially all of Company’s business and assets, whether through merger, sale of stock, sale of assets, by operation of law or otherwise. Contrary provisions notwithstanding, during the pendency of the process set forth in Section 9.4 as initiated by Company, the Work Product License granted pursuant to this Section 5.7 shall be for internal use only and may not be assigned, provided however that Company may disclose Work Product and this Section 5.7 to potential customers, acquirers and investors subject to a written obligation of confidentially as protective of the Work Product as those obligations of confidentiality set forth herein

6. DUTY TO NOTIFY. Company shall provide AMCC with prompt written notice of any material breach by Company of this Agreement after the Company becomes aware, or should reasonably have become aware, of such material breach.

7. COMPANY REPRESENTATIONS AND WARRANTIES

7.1 Representations, Warranties and Covenants of AMCC. AMCC represents, warrants and covenants to Company that:

7.1.1 AMCC has full right, power and authority to enter into this Agreement, to perform its obligations in accordance with this Agreement, and to grant the licenses granted to Company under this Agreement;

7.1.2 AMCC will comply with all laws, rules, judgments and regulations relating to its performance under this Agreement;

7.1.3 AMCC will manage the Project in a professional and workmanlike manner and dedicate sufficient resources, including qualified personnel to manage the Project in a timely manner; and

7.1.4 To the best knowledge of AMCC, none of the AMCC Technology provided to Company, when used as permitted under this Agreement, will infringe or misappropriate, as the case may be, any Intellectual Property Rights of any third party.

7.2 Representations, Warranties and Covenants of Company. Company represents, warrants and covenants to AMCC that:

7.2.1 Company has full right, power and authority to enter into this Agreement, to perform its obligations in accordance with this Agreement, and to assign the rights in the Work Product and to grant the licenses granted to AMCC under this Agreement;

 

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Confidential Treatment Requested

Under 17 C.F.R. §§ 200.80(b)(4)

and 240.24b-2

 

7.2.2 Company will comply with all laws, rules, judgments and regulations relating to its performance under this Agreement;

7.2.3 to the best knowledge of Company, neither the performance of the Project by Company nor the use of any Work Product by AMCC will infringe or misappropriate, as the case may be, any Intellectual Property Rights of any third party;

7.2.4 Company will not grant, directly or indirectly, any right or interest in the Work Product to any other person;

7.2.5 Company will perform the Project in a professional and workmanlike manner and dedicate sufficient resources, including qualified personnel to perform the Project in a timely manner;

7.2.6 before being allowed to begin performing the Project, all individuals (including employees and agents) who contribute to or participate in the conception, creation, or development of the Work Product will have unconditionally and irrevocably assigned in writing all of their right, title and interest in and to the Work Product to Company; and

7.2.7 as of the date hereof, Company knows of no facts or circumstances that would impair, limit, or delay its performance of the Project in accordance with this Agreement.

7.3 Disclaimer. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY PROVIDED IN SECTIONS 7.1 AND 7.2, NEITHER PARTY MAKES ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, UNDER THIS AGREEMENT. EACH PARTY EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT OF THIRD PARTY RIGHTS.

8. INDEMNIFICATION.

8.1 IP Indemnification by Company. Company will indemnify, defend and hold AMCC, and its Affiliates, manufacturers, distributors, and customers (collectively, the “AMCC Indemnified Parties”) harmless from and against any demands, claims or suits by any third party for losses, damages, liabilities, costs and expenses (including reasonable attorney’s fees and expenses), directly or indirectly arising from Company’s breach of Section 5.5 or 7.2.3.

8.2 IP Indemnification by AMCC. AMCC will indemnify, defend, and hold Company harmless from any demands, claims or suits by any third party for losses, damages, liabilities, costs and expenses (including reasonable attorney’s fees and expenses) directly or indirectly arising from AMCC’s breach of Section 7.1.4.

8.3 Cross Indemnification. Each Party shall indemnify, defend and hold the other Party and the other Party’s Affiliates harmless from and against any demands, claims or suits by

 

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Confidential Treatment Requested

Under 17 C.F.R. §§ 200.80(b)(4)

and 240.24b-2

 

any third party for losses, damages, liabilities, costs and expenses (including reasonable attorney’s fees and expenses) directly or indirectly arising from (i) breach of representations or warranties by the indemnifying Party; or (ii) intentional misconduct or gross negligence by the indemnifying Party or its employees or agents in the course of performing under this Agreement.

8.4 Indemnification Conditions. A Party’s obligation to indemnify as provided in this Agreement is conditioned upon (i) the indemnified Party promptly notifying the indemnifying Party in writing within a reasonable period of time of any and all claims for which the indemnified Party is entitled to indemnification, provided, however, that any failure on the part of such indemnified Party to so notify the indemnifying Party shall not limit any of the indemnified Party’s rights to indemnification under this Section 8 except to the extent such failure materially prejudices the defense of such claim, (ii) giving the indemnifying Party sole control of the defense thereof and any related settlement negotiations, provided, however, that if an indemnified Party reasonably determines that a conflict of interest exists in respect of such claim, such indemnified Party will have the right to employ separate counsel to represent such indemnified Party and in that event the reasonable fees and expenses of such separate counsel (but not more than one separate counsel and local counsel for all indemnified Parties) shall be paid by such indemnifying Party, and (iii) the indemnified Party cooperating and, at the indemnifying Party’s request and expense, assisting in such defense. The indemnified Party may participate in the defense of the claim with counsel of its own choosing at its own expense, subject to the indemnifying Party’s obligation to pay the fees and expenses of such separate counsel (but not more than one separate counsel and local counsel for all indemnified Parties) pursuant to clause (ii) of this Section 8.4 in the event a conflict exists. The indemnifying Party may not settle any such claim without the indemnified Party’s prior written consent to the extent that any such settlement affects the rights or liabilities of the indemnified Party, which consent shall not be unreasonably withheld or delayed, provided, however, that indemnified Party may withhold its consent to any settlement that does not include a full general release of all the claims against all of such party’s Indemnified Parties contemplated by the demand, claim or suit from all other parties to such matter or that requires such Party or any of its Affiliates to perform any covenant or refrain from engaging in any activity.

8.5 Limitation on Liability. EXCEPT FOR ANY INDEMNIFICATION OBLIGATION OF EITHER PARTY PROVIDED IN SECTIONS 8.1, 8.2, OR 8.3 OR BREACH OF SECTION 2.11, 4, 5 or 9 BY EITHER PARTY, (I) IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY SPECIAL, PUNITIVE, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING WITHOUT LIMITATION LOST PROFITS) ARISING FROM ITS PERFORMANCE UNDER THIS AGREEMENT REGARDLESS OF THE THEORY OF RECOVERY AND REGARDLESS OF WHETHER EITHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND (II) EACH PARTY’S TOTAL CUMULATIVE LIABILITY IN CONNECTION WITH THIS AGREEMENT, WHETHER IN CONTRACT OR TORT OR OTHERWISE, WILL […***…]

 

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Confidential Treatment Requested

Under 17 C.F.R. §§ 200.80(b)(4)

and 240.24b-2

 

8.6 Termination of the Indemnification Obligations. Subject to any indemnification obligation under the Merger Agreement, either Party’s indemnification obligations under this Agreement shall terminate upon the closing of the Merger.

9. TERM AND TERMINATION

9.1 Term. This Agreement will commence on the Effective Date and, unless terminated earlier as provided in Section 9.2 or 9.3, automatically terminate upon the earlier of: (i) the closing of the Merger; or (ii) AMCC’s written notice to Company that AMCC will not acquire Company delivered pursuant to Section 7.1 of the Merger Agreement.

9.2 Termination by AMCC. AMCC may terminate this Agreement, effective immediately upon written notice to Company, in the event Company is in material breach of this Agreement, the Merger Agreement or the Securityholder Agreement. Company shall be deemed to be in material breach of this Agreement only if: (i) except with respect to a matter subject to clause (iii) or (iv) hereof, Company refuses to perform any of its obligations under this Agreement, which failure is not cured within fifteen (15) days after the Company has received written notice of such failure, (ii) Company fails to strictly meet any of the Milestones by the applicable due date, which failure is not cured within ninety (90) days after the Company has received written notice of such failure, (iii) any breach of the first or third sentence of Section 2.11, provided that, in the event such breach under this clause (iii) is curable, the Company shall be in breach in the event such failure is not cured within thirty (30) days after the Company has received written notice of such failure; or (iv) Company breaches any of its obligations under this Agreement relating to AMCC Confidential Information or Intellectual Property Rights of AMCC or otherwise violates any Intellectual Property Rights of AMCC, provided that, in the event such breach under this clause (iv) is curable, the Company shall be in breach in the event such failure is not cured within thirty (30) days after the Company has received written notice of such failure.

9.3 Termination by Company. Company may terminate this Agreement, effective immediately upon written notice to AMCC, in the event AMCC is in material breach of this Agreement or the Merger Agreement. AMCC shall be deemed to be in material breach of this Agreement only if AMCC refuses or fails to make the Loan, issue the Warrant or pay any undisputed payment obligation under this Agreement, which failure is not cured within thirty (30) days after AMCC has received written notice of such failure.

 

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Confidential Treatment Requested

Under 17 C.F.R. §§ 200.80(b)(4)

and 240.24b-2

 

9.4 Effects of Termination.

9.4.1 Upon termination of this Agreement for any reason or earlier as requested by AMCC, Company will deliver to AMCC any and all documents, prototypes, samples, and other materials (including all copies thereof) in Company’s possession or control that contain, summarize, or disclose any Work Product (in whatever stage of development or completion) or any AMCC Technology provided by or on behalf of AMCC to Company.

9.4.2 In the event of the Company’s written allegation, made to AMCC in good faith, that (Y) AMCC is in material breach of its obligations under this Agreement and failed to timely cure such breach within the time period(s) provided herein, or (Z) AMCC has failed to acquire the Company in breach of AMCC’s obligation under the Merger Agreement (either event, a “Good Faith Allegation of Breach”): (i) during the first ten (10) Calendar Quarters in the Quarterly Payment Period, AMCC shall continue to make the Quarterly Payments in accordance with the schedule in Section 3.3 hereof for up to the two (2) Calendar Quarters immediately following the Calendar Quarter in which the Good Faith Allegation of Breach occurs; (ii) in the eleventh (11th) Calendar Quarter in the Quarterly Payment Period, AMCC shall continue to make the Quarterly Payment in accordance with the schedule in Section 3.3 hereof for up to the last Calendar Quarter in the Quarterly Payment Period and shall make a payment of up to […***…] to Company for the first Calendar Quarter immediately following the Quarterly Payment Period within ten (10) days after the beginning of such Calendar Quarter; and (iii) in the twelfth (12th) Calendar Quarter in the Quarterly Payment Period, AMCC shall make a payment of up to […***…] to Company for each of the two (2) Calendar Quarters immediately following the Quarterly Payment Period within ten (10) days after the beginning of each such Calendar Quarter (the last day of such period in which AMCC is required to make a payment to Company pursuant to this sentence, the “Resolution Deadline”); provided that, notwithstanding the foregoing, AMCC shall not be required to make any payment to Company pursuant to this sentence at or after it is finally determined pursuant to the terms hereof that AMCC did not commit the material breach alleged by Company in the Good Faith Allegation of Breach. Provided that Company has acted in good faith and in full compliance with the procedures for resolution set forth herein, in the event the matter subject to the Good Faith Allegation of Breach has not been finally resolved pursuant to the procedures set forth in Section 9.4.4 by the Resolution Deadline solely as a result of the request by the arbitrator or other body selected by the parties to finally determine such matter, AMCC shall pay Company an amount of up to […***…] for the Calendar Quarter immediately following the Resolution Deadline, which payment shall be pro rated to equal (X) […***…] multiplied by (Y) (I) the number of days elapsed between the Resolution Deadline and the date it is finally determined pursuant to the terms hereof whether AMCC committed the material breach alleged by Company in the Good Faith Allegation of Breach (the “Resolution Date”) or, if the Resolution Date does not occur within such Calendar Quarter, ninety-one (91), divided by (II) ninety-one (91), which shall be payable on the Resolution Date or the end of such Calendar Quarter, as applicable. Notwithstanding anything herein to the contrary, AMCC shall not be required to make any payments to Company pursuant to Section 3.3 or this Section 9.4.2 unless during the full Calendar Quarter for which Company receives or is entitled to receive payment from AMCC, Company performs its obligations under this Agreement. In the event Company fails to perform its obligations under this Agreement during any such Calendar Quarter, Company shall promptly return the payment made by AMCC corresponding to such Calendar Quarter to AMCC in full.

 

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Confidential Treatment Requested

Under 17 C.F.R. §§ 200.80(b)(4)

and 240.24b-2

 

9.4.3 In the event it is finally determined in accordance with the procedures set forth in Section 9.4.4 (the date of such final determination, the “Determination Date”) that AMCC committed a material breach of its obligations under this Agreement pursuant to Section 9.3 (a “Breach”), AMCC shall, within ten (10) days following the Determination Date, pay Company […***…] (the “Breach Payment”) and the Work Product License shall become effective; provided that such Breach Payment and Work Product License are in addition to the rights and remedies provided to Company in this Agreement (at law or in equity). In the event the amount of the final award to be delivered by AMCC to Company, or the dollar amount equivalent of the obligation incurred by AMCC in order to comply with a remedy of specific performance (as reasonably determined by AMCC), for such Breach (the “Final Award”) exceeds the amount of the Breach Payment, such Final Award shall be reduced by the full amount of the Breach Payment. In the event that such Final Award is less than the amount of the Breach Payment, Company shall either (I) pay AMCC the amount equal to the Breach Payment less the Final Award within fifteen (15) days following the date of determination of the Final Award, or (II) grant AMCC a non-exclusive, perpetual, worldwide, fully paid, royalty-free license under all of Company’s Intellectual Property Rights in all Technologies, in any stage of development, that Company conceives, creates, develops, or reduces to practice in connection with performing the Project, and (ii) all tangible embodiments (including models, presentations, prototypes, reports, samples, and summaries) of each item of such Technologies, in each case developed on or after the Determination Date.

9.4.4 Arbitration.

(a) Either Party may elect fast-track arbitration with respect to whether (i) AMCC is in material breach of its obligations under this Agreement or (ii) AMCC has failed to acquire the Company in breach of AMCC’s obligations under the Merger Agreement. Such arbitration shall be conducted pursuant to an arbitration procedure under which the Parties shall jointly select within fifteen (15) days of the Demand (as defined below) an independent arbitrator with the relevant industry and technical background but with no prior, existing or potential business relationship with either Party or an entity controlled by, controlling or under common control with either Party. If for whatever reason the Parties cannot mutually agree on an independent arbitrator within fifteen (15) days, Judicial Arbitration Mediation Services shall appoint an arbitrator it deems to have reasonable relevant industry and technical background. The location of such arbitration shall be in the County of Santa Clara, California or as otherwise mutually agreed upon by the Parties. Upon the request of either Party, the arbitrator will hear each Party’s presentation within forty-five (45) days of such selection. The arbitrator will rule within thirty (30) days following the conclusion of such presentation by the Parties.

(b) Such arbitration shall be conducted according to the Commercial Arbitration Rules of the American Arbitration Association, as such rules shall be in effect on the date of delivery of a written demand for arbitration (“Demand”), except to the extent that such rules are inconsistent with the provisions set forth in this Agreement.

 

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Confidential Treatment Requested

Under 17 C.F.R. §§ 200.80(b)(4)

and 240.24b-2

 

(c) Any award by the arbitrator shall be accompanied by a written opinion setting forth the findings of fact and conclusions of law relied upon in reaching the decision. The award rendered by the arbitrator shall be final, binding and non-appealable, and judgment upon such award may be entered by any court of competent jurisdiction. The Parties agree that the existence, conduct and content of any arbitration shall be kept confidential and no Party shall disclose to any person any information about such arbitration, except as may be required by law, including but not limited to applicable rules and regulations of the Securities and Exchange Commission, or by any governmental authority or for financial reporting purposes in each Party’s financial statements and except in court proceedings to enforce this arbitration provision or any award hereunder or to obtain interim relief.

(d) Each Party shall pay the fees of its own attorneys, expenses of witnesses and all other expenses and costs in connection with the presentation of such Party’s case. The remaining costs of the arbitration, including without limitation, fees of the arbitrator, costs of records or transcripts and administrative fees shall be borne equally by the Parties.

(e) The arbitrator’s role shall be limited to determining whether (i) AMCC is in material breach of its obligations under this Agreement or (ii) AMCC has failed to acquire the Company in breach of AMCC’s obligations under the Merger Agreement.

(f) Notwithstanding the dispute resolution procedure set forth in this Section, any Party may apply to a court as set forth in Section 10.1 to enforce the agreement to arbitrate.

9.5 Survival. Sections 1, 4, 5.1, 5.2, 5.3 (solely with respect to inventions made during the term of the Agreement), 5.4, 5.5, 5.7, 7, 8, 9.4, 9.5 and 10 will survive any termination or expiration of this Agreement. In addition, to the extent any defined terms herein are incorporated by reference into the Merger Agreement, such terms shall survive until the termination of the Merger Agreement (after giving effect to any survival provisions set forth therein).

10. GENERAL PROVISIONS

10.1 Governing Law; Venue; Consent to Jurisdiction.

10.1.1 This Agreement shall be construed in accordance with, and governed in all respects by, the internal laws of the State of Delaware (without giving effect to principles of conflicts of laws).

10.1.2 Subject to the provisions of Section 9.4, any legal action or other legal proceeding relating to this Agreement or the enforcement of any provision of this Agreement (each a “Legal Proceeding”) shall be brought or otherwise commenced exclusively in any state or federal court located in the County of Santa Clara, State of California. Each Party:

(a) expressly and irrevocably consents and submits to the jurisdiction of each state and federal court located in the County of Santa Clara, State of California (and each appellate court located in the State of California), in connection with any Legal Proceeding;

 

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Confidential Treatment Requested

Under 17 C.F.R. §§ 200.80(b)(4)

and 240.24b-2

 

(b) agrees that service of any process, summons, notice or document by U.S. mail addressed to such Party at the address contemplated under Section 10.5 shall constitute effective service of such process, summons, notice or document for purposes of any such Legal Proceeding;

(c) agrees that each state and federal court located in the County of Santa Clara, State of California, shall be deemed to be a convenient forum; and

(d) agrees not to assert (by way of motion, as a defense or otherwise), in any such Legal Proceeding commenced in any state or federal court located in the County of Santa Clara, State of California, any claim by either AMCC or Company that it is not subject personally to the jurisdiction of such court, that such Legal Proceeding has been brought in an inconvenient forum, that the venue of such proceeding is improper or that this Agreement or the subject matter of this Agreement may not be enforced in or by such court.

10.2 Nonsolicitation; No Hire. From the date of this Agreement until the earlier to occur of the closing of the Merger and the […***…] of the date of termination of this Agreement (the “Applicable Period”), neither Party will directly or indirectly encourage or solicit any employee or consultant to leave the employ of the other without the other Party’s prior written consent. During the Applicable Period, AMCC shall not hire any employee or technical consultant (or former employee or technical consultant) of Company except for such current or former employees or technical consultants of Company who provided services to AMCC in any capacity on or after the date that is […***…]. During the Applicable Period, Company shall not hire any employee or technical consultant (or former employee or technical consultant) of AMCC except for (a) such current or former employees or technical consultants of AMCC who provided services to Company in any capacity on or after the date of incorporation of Company and (b) such individuals set forth on Schedule 10.2 hereof.

10.3 Severability. In the event that any provision of this Agreement, or the application of any such provision to any person or entity or set of circumstances, shall be determined to be invalid, unlawful, void or unenforceable to any extent, the remainder of this Agreement, and the application of such provision to persons, entities or circumstances other than those as to which it is determined to be invalid, unlawful, void or unenforceable, shall not be impaired or otherwise affected and shall continue to be valid and enforceable to the fullest extent permitted by law.

10.4 No Assignment. This Agreement and Company’s rights and obligations under this Agreement may not be assigned, delegated, or otherwise transferred, in whole or in part, by operation of law or otherwise, by Company without AMCC’s express prior written consent. AMCC may assign this Agreement to an Affiliate or to a third party in connection with the sale of all or substantially all of AMCC’s business and assets relating to this Agreement, whether by merger, sale of assets, sale of stock or otherwise. Any attempted assignment, delegation, or transfer in violation of the foregoing will be null and void.

 

17


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and 240.24b-2

 

10.5 Notices. Each Party must deliver all notices, consents, and approvals required or permitted under this Agreement in writing to the other Party at the fax number or address listed on the signature page by fax, courier, by certified or registered mail (postage prepaid and return receipt requested), or by a nationally-recognized overnight carrier. Notice will be effective upon receipt or refusal of delivery. Each Party may change its address for receipt of notice by giving notice of such change to the other Party.

10.6 Remedies. Each Party’s remedies for any breach of this Agreement by the other Party will include damages, injunctive relief, specific performance, and restitution. Each Party acknowledges that any breach of this Agreement by the other Party would cause irreparable injury to such Party for which monetary damages would not be an adequate remedy and, therefore, such Party will be entitled to injunctive relief (including specific performance). The rights and remedies provided to each Party in this Agreement are cumulative and in addition to any other rights and remedies available to such Party at law or in equity.

10.7 Waiver. All waivers must be in writing and signed by the Party to be charged. Any waiver or failure to enforce any provision of this Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.

10.8 Entire Agreement; Amendments. This Agreement, the Merger Agreement and the Securityholder Agreement are the final, complete, and exclusive agreement of the Parties with respect to the subject matter hereof and supersede and merge all prior or contemporaneous communications and understandings between the Parties. This Agreement may not be amended, modified, altered or supplemented other than by means of a written instrument duly executed and delivered on behalf of each Party.

10.9 Exhibits; Schedules. The Exhibits and Schedules attached hereto are hereby incorporated into this Agreement and are hereby made a part hereof as if set out in full herein.

10.10 References to this Agreement. Numbered “Sections” herein contained refer to sections of this Agreement unless otherwise expressly stated.

10.11 Force Majeure. No Party shall be liable for failure of or delay in performing obligations set forth in this Agreement, and no Party shall be deemed in breach of its obligations, if such failure or delay is due to any event or circumstance beyond that Party’s reasonable control, including fire, flood, earthquake, elements of nature or acts of God, acts of war, terrorism, riots, civil disorders, rebellions, revolutions, strikes, and labor disputes; provided, however that such Party promptly notifies the other Party of the nature and duration of the force majeure event and resumes performance as soon as possible.

 

18


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and 240.24b-2

 

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

 

19


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and 240.24b-2

 

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date.

 

APPLIED MICRO CIRCUITS CORPORATION     VELOCE TECHNOLOGIES, INC.
Signed:  

/s/

    Signed:  

/s/

Name:  

Robert Gargus

    Name:  

Jeffrey Harrell

Title:  

Senior Vice President and Chief Financial Officer

    Title:  

President and Chief Executive Officer

Address:  

215 Moffett Park Drive

    Address:  

20813 Stevens Creek Blvd., Suite 100

    Sunnyvale, CA 94089         Cupertino, CA 95014
               
Fax No.:  

(408) 542-8600

    Fax No.:  

(408) 351-0208

[SIGNATURE PAGE TO DEVELOPMENT AGREEMENT

 


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and 240.24b-2

 

EXHIBIT A

PRODUCT MODULE DESCRIPTION

[…***…]

 

A-1


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EXHIBIT B

MILESTONES

[…***…]

 

A-1


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and 240.24b-2

 

EXHIBIT C

PROMISSORY NOTE

 

C-1


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EXHIBIT D

WARRANT

 

D-1


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SCHEDULE 2.11

[…***…]

 

A-1


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SCHEDULE 10.2

[…***…]

EX-10.67 4 d238010dex1067.htm FIRST AMENDMENT TO DEVELOPMENT AGREEMENT First Amendment to Development Agreement

Exhibit 10.67

*** Text Omitted and Filed Separately

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Under 17 C.F.R. §§ 200.80(b)(4)

and 240.24b-2

FIRST AMENDMENT TO DEVELOPMENT AGREEMENT

This First Amendment to Development Agreement (this “Amendment”) is entered into as of November 8, 2010 (the “Amendment Effective Date”) by and between Applied Micro Circuits Corporation, a Delaware corporation having a place of business at 215 Moffett Park Drive, Sunnyvale, CA 94089 (“APM), and Veloce Technologies, Inc., a Delaware corporation having a place of business at 20813 Stevens Creek Boulevard, Suite 100, Cupertino, CA 95014 (“Company”). As used herein, APM and Company are referred to herein individually as a “Party” and collectively, as the “Parties.”

Background

WHEREAS, effective May 17, 2009 (the “Agreement Date”), each of (i) APM and Company entered into that certain Development Agreement (the Initial Development Agreement”), pursuant to which, among other things, the Company agreed to develop exclusively for APM one or more semiconductor processors that meet certain specifications provided in the Initial Development Agreement and the Merger Agreement (defined below), for inclusion in integrated circuits having other structures designed by APM, (ii) APM, the Company, Espresso Acquisition Corporation, a Delaware corporation and a wholly-owned subsidiary of APM (“Merger Sub”), and Jeffrey Harrell, an individual, as representative of the stockholders of Company, entered into that certain Agreement and Plan of Merger (as amended to date, the “Merger Agreement”) pursuant to which Merger Sub shall be merged with and into Company, the separate existence of Merger Sub shall cease and Company will continue as the surviving corporation in the merger and shall continue its existence under the laws of the State of Delaware, in accordance with the terms provided therein (the “Merger”), and (iii) APM, Company, the securityholders of Company and Jeffrey Harrell, an individual, as the purchaser representative, entered into that certain Securityholder Agreement (as amended to date, the “Securityholder Agreement”), pursuant to which, among other things, such securityholders agree to certain voting provisions with respect to their shares of Company Common Stock, and certain restrictions on the transferability thereof, and Company agreed not to issue additional equity interests in Company except in accordance with the terms of such agreement; and

WHEREAS, subsequent to the Agreement Date, the Parties acknowledged and agreed that it is in the best interests of APM and Company to modify the terms and conditions of the Initial Development Agreement, in each case as set forth in this Amendment and its Exhibits, as well as to make corresponding modifications to the Merger Agreement and the Securityholder Agreement.

NOW, THEREFORE, in consideration of the premises and other good and valuable consideration received and to be received by the Parties hereunder, the Merger Agreement and Securityholder Agreement, the Parties agree to the following:

Agreement

 

1. ENGAGEMENT

1.1 Definitions. Section 1.8 of the Initial Development Agreement is hereby amended and restated in its entirety as follows: “Project” means the development efforts as described in Section 2.1.

 

1


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and 240.24b-2

 

1.2 Project. Section 2.1 of the Initial Development Agreement is hereby amended and restated in its entirety as follows: Company will use diligent efforts to develop the […***…] (as defined in the Merger Agreement), as further described in Exhibit A attached hereto, which meets the specifications and the requirements provided in the Merger Agreement (as such specifications and requirements have been amended as of the Amendment Date and may be amended from time to time in accordance with the terms hereof, the “Design Requirements”). The Company will meet all of the milestones provided in Exhibit B attached hereto (the “Milestones”) by the applicable due dates specified therein. Company will also use diligent efforts to develop the […***…] and the […***…] (each as defined in the Merger Agreement) to the extent such efforts occur prior to the Merger.

1.3 Project Managers. For purposes of Section 2.6 of the Initial Agreement, (i) […***…] shall be deemed to be acceptable by the Company as Project Manager for APM, and (ii) […***…] shall be deemed to be acceptable by APM as Project Managers for the Company.

1.4 […***…]. In addition to the […***…] described in […***…] of the Initial Development Agreement, […***…] will be responsible for providing […***…], at […***…] cost and expense, access and license to use the […***…]. From and after the Amendment Effective Date, […***…] will no longer provide […***…] with any rights to use […***…]. To the extent that […***…] are provided […***…] agrees that […***…].

 

2. PAYMENT

2.1 Quarterly Payments. From and after the date of this Amendment, in consideration for Company’s performance of the Project as modified pursuant to this Amendment, during the term of this Agreement, AMCC will pay Company up to the full quarterly payment (each, a “Quarterly Payment”), for up to twelve (12) consecutive calendar quarters (each a “Calendar Quarter”) (or portions thereof), commencing with the Calendar Quarter in which this Amendment is entered into (the “Quarterly Payment Period”), subject to such shorter period provided under Section 9.4.2 of the Initial Development Agreement in the event of a Good Faith Allegation of Breach (as defined in such Section 9.4.2), provided that APM may deduct from each Quarterly Payment for a Calendar Quarter […***…] with respect to such Calendar Quarter and with respect to any prior Calendar Quarter that was not deducted from a Quarterly Payment. From and after the Calendar Quarter commencing April 1, 2010, the Quarterly Payment hereunder shall be an amount equal to $2.25 Million. A Calendar Quarter begins on January 1st, April 1st, July 1st, and October 1st of each applicable year. APM shall have the right (upon a request by the Company), but not the obligation (except that Parent shall not unreasonably refuse such a request), to pay Company an amount above each such Quarterly Payment in order to assist Company in meeting expenses to perform its obligations under this Agreement, provided that the total of all amounts paid by APM to Company pursuant to this sentence (collectively, the “Prepayment”) shall be deducted from the consideration payable by APM at the closing of the Merger pursuant to the Merger Agreement. For all periods prior to the date of this Amendment, the terms and conditions of Section 3 of the Initial Development Agreement shall continue to govern and control.

2.2 […***…] Expenses. In addition to the Quarterly Payments, APM will pay for costs associated with (i) […***…].

 

2


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and 240.24b-2

 

3. REPRESENTATIONS AND WARRANTIES

Representations, Warranties and Covenants of APM. APM represents and warrants to Company that each of the representations and warranties set forth in Section 7.1 of the Initial Development Agreement are true and correct in all respects as of the Amendment Date. APM will continue to perform each its covenants set forth in Section 7.1 thereof from and after the Amendment Date and for the duration of the Project.

Representations, Warranties and Covenants of Company. Company represents and warrants to APM that each of the representations and warranties set forth in Section 7.2 of the Initial Development Agreement are true and correct in all respects as of the Amendment Date. APM will continue to perform each its covenants set forth in Section 7.2 thereof from and after the Amendment Date and for the duration of the Project.

 

4. TERM AND TERMINATION

4.1 Good Faith Allegation of Breach. Effective from and after the Amendment Date, Section 9.4.2 of the Initial Development Agreement is hereby amended to increase from $1,500,000 to $2,250,000 the amount of each periodic payment by APM to Company payable during the pendency of a Good Faith Allegation of Breach.

 

5. GENERAL PROVISIONS

Except as expressly set forth in this Amendment, each term and provision of the Initial Agreement shall remain in full force and effect. To the extent there is a conflict between this Amendment and the Initial Development Agreement, the provisions of this Amendment shall control.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

 

3


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and 240.24b-2

 

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date.

 

APPLIED MICRO CIRCUITS CORPORATION     VELOCE TECHNOLOGIES, INC.
Signed:  

/s/

    Signed:  

/s/

Name:  

Paramesh Gopi

    Name:  

Balaji Baktha

Title:  

CEO

    Title:  

President and Chief Executive Officer

Address:  

215 Moffett Park Drive

 

Sunnyvale, CA 94089

    Address:  

20813 Stevens Creek Blvd., Suite 100

 

Cupertino, CA 95014

 

 

     

 

Fax No.:  

(408) 542-8600

    Fax No.:  

(408) 351-0208

 

[SIGNATURE PAGE TO DEVELOPMENT AGREEMENT]


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and 240.24b-2

 

EXHIBIT A

[…***…] DESCRIPTIONS

[…***…]

 

A-1


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and 240.24b-2

 

EXHIBIT B

MILESTONES

[…***…]

Note: 90 day cure period

EX-10.68 5 d238010dex1068.htm SECOND AMENDMENT TO DEVELOPMENT AGREEMENT Second Amendment to Development Agreement

Exhibit 10.68

*** Text Omitted and Filed Separately

Confidential Treatment Requested

Under 17 C.F.R. §§ 200.80(b)(4)

and 240.24b-2

SECOND AMENDMENT TO DEVELOPMENT AGREEMENT

This Second Amendment to Development Agreement (this “Second Amendment”) is entered into as of July 18, 2011 (the “Amendment Effective Date”) by and between Applied Micro Circuits Corporation, a Delaware corporation having a place of business at 215 Moffett Park Drive, Sunnyvale, CA 94089 (“APM”), and Veloce Technologies, Inc., a Delaware corporation having a place of business at 2953 Bunker Hill Lane, Suite 300, Santa Clara, CA 95054 (“Company”). As used herein, APM and Company are referred to herein individually as a “Party” and collectively, as the “Parties.” Capitalized terms not otherwise defined herein shall have the meanings ascribed to such terms in the Prior Development Agreement (as defined below).

Background

WHEREAS, effective May 17, 2009 (the “Agreement Date”), each of (i) APM and Company entered into that certain Development Agreement, pursuant to which, among other things, the Company agreed to develop exclusively for APM certain processors that meet certain specifications provided therein and the Merger Agreement (defined below), for inclusion in certain integrated circuits having other structures designed by APM, which was subsequently amended effective November 8, 2010 by that certain First Amendment to Development Agreement (collectively, the “Prior Development Agreement”) (ii) APM, the Company, Espresso Acquisition Corporation, a Delaware corporation and a wholly-owned subsidiary of APM (“Merger Sub”), and the other parties named therein, entered into that certain Agreement and Plan of Merger (as amended to date, the “Merger Agreement”) pursuant to which Merger Sub shall be merged with and into Company, the separate existence of Merger Sub shall cease and Company will continue as the surviving corporation in the merger and shall continue its existence under the laws of the State of Delaware, subject to the conditions and in accordance with the terms provided therein (the “Merger), and (iii) APM, Company, the securityholders of Company and the other parties named therein, entered into that certain Securityholder Agreement (as amended to date, the “Securityholder Agreement”), pursuant to which, among other things, such securityholders agree to certain voting provisions with respect to their shares of Company Common Stock, and certain restrictions on the transferability thereof, and Company agreed not to issue additional equity interests in Company except in accordance with the terms of such agreement; and

WHEREAS, the Parties have acknowledged and agreed that it is in the best interests of APM and Company to modify the Prior Development Agreement to provide Company with additional financing in the aggregate amount of $2,000,000 (the “Additional Financing”) for use in connection with the Project, […***…]; and

WHEREAS, the Additional Financing shall be paid by APM to Company in the amounts set forth below:

 

Amendment Effective Date:

   $ 1,125,000   

Quarter Starting October 1, 2011

   $ 375,000   

Quarter Starting January 1, 2012

   $ 250,000   

Quarter Starting April 1, 2012

   $ 250,000   

 

VELOCE TECHNOLOGIES, INC.

SECOND AMENDMENT TO DEVELOPMENT AGREEMENT

1


*** Text Omitted and Filed Separately

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and 240.24b-2

 

WHEREAS, the Parties have acknowledged and agreed that no adjustment shall be made to the consideration payable by APM at the closing of the Merger pursuant to the Merger Agreement on account of such Additional Financing:

NOW, THEREFORE, in consideration of the premises and other good and valuable consideration received and to be received by the Parties hereunder, the Merger Agreement and Securityholder Agreement, the Parties agree to the following:

Agreement

 

1. PAYMENT

The sections of the Prior Development Agreement pertaining to quarterly payments (for the avoidance of doubt, Section 3.3 of the Development Agreement dated as of May 17, 2009 and Section 2.1 of the First Amendment to Development Agreement dated as of November 8, 2010) is hereby amended and restated in its entirely to read:

1.1 Quarterly Payments. From and after the Amendment Effective Date, in consideration for Company’s performance of the Project as modified pursuant to this Second Amendment, during the term of this Agreement, APM will pay Company up to the full quarterly payment (each, a “Quarterly Payment”), for up to nine (9) consecutive calendar quarters (each a “Calendar Quarter”) (or portions thereof), commencing with the Calendar Quarter in which this Second Amendment is entered into (the “Quarterly Payment Period”), subject to such shorter period provided under Section 9 of the Prior Development Agreement (including without limitation under Section 9.4.2 thereof in the event of a Good Faith Allegation of Breach (as defined in such Section 9.4.2)), provided that APM may deduct from each Quarterly Payment for a Calendar Quarter any rent APM pays for the Facility pursuant to the Lease with respect to such Calendar Quarter and with respect to any prior Calendar Quarter that was not deducted from a Quarterly Payment. With respect to the Calendar Quarter commencing October 1, 2011, the Quarterly Payment hereunder shall be an amount equal to $2.625 Million. With respect to each of the Calendar Quarters commencing January 1, 2012 and April 1, 2012, the Quarterly Payment hereunder shall be an amount equal to $2.5 Million. From and after the Calendar Quarter commencing July 1, 2012, the Quarterly Payments hereunder shall be an amount equal to $2.25 Million. Each Quarterly Payment shall be made not later than ten (10) days following beginning of the applicable Calendar Quarter. A Calendar Quarter begins on January 1st, April 1st, July 1st, and October 1st of each applicable year.

1.2 One-Time Payment. Substantially concurrently with the execution of this Amendment, APM shall pay to Company a one-time payment in the amount of $1.125 million in connection with (i) […***…] and (ii) Company’s increased expenses associated with the Project […***…].

1.3 Prepayments. APM shall have the right (upon a request by Company), but not the obligation (except that APM shall not unreasonably refuse such a request), to pay Company an amount above each such Quarterly Payment in order to assist Company in meeting expenses to perform its obligations under this Agreement, provided that the total of all amounts paid by APM to Company pursuant to this sentence (collectively, the “Prepayment”) shall be deducted from the consideration payable by APM at the closing of the Merger pursuant to the Merger

 

VELOCE TECHNOLOGIES, INC.

SECOND AMENDMENT TO DEVELOPMENT AGREEMENT

2


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and 240.24b-2

 

Agreement. Each increase in Company expenses that is likely to lead to a request for a Prepayment shall be approved in advance by the Board of Directors of Company and, in the event of any such increase that exceeds $100,000 in a given quarter, Company shall provide advance written notice to the Chief Financial Officer of APM; provided that any such approvals and notices may explicitly provide for multiple Prepayments over multiple quarters and, in such event, a single approval or notice shall be sufficient to meet Company’s obligations hereunder. For all periods prior to the date of this Second Amendment, the terms and conditions of Section 3 of the Prior Development Agreement shall continue to govern and control.

 

2. REPRESENTATIONS AND WARRANTIES

2.1 Representations, Warranties and Covenants of APM. APM represents and warrants to Company that each of the representations and warranties set forth in Section 7.1 of the Prior Development Agreement are true and correct in all respects as of the Amendment Effective Date. APM will continue to perform each its covenants set forth in Section 7.1 thereof from and after the Amendment Effective Date and for the duration of the Project and in accordance with the terms of the Prior Development Agreement, as amended to date. APM acknowledges and agrees that as of the date hereof, APM is not and shall not be entitled to deduct any amounts from the consideration payable by APM at the closing of the Merger pursuant to the Merger Agreement based upon (i) the funding provided by APM to Company to date, or (ii) the funding provided for in Section 1.1 and Section 1.2 hereof.

2.2 Representations, Warranties and Covenants of Company. Company represents and warrants to APM that each of the representations and warranties set forth in Section 7.2 of the Prior Development Agreement are true and correct in all respects as of the Amendment Effective Date. APM will continue to perform each its covenants set forth in Section 7.2 thereof from and after the Amendment Effective Date and for the duration of the Project.

 

3. TERM AND TERMINATION

3.1 Good Faith Allegation of Breach. Effective from and after the Amendment Date and expiring […***…], Section 9.4.2 of the Prior Development Agreement is hereby amended to […***…] from […***…] to […***…] the amount of each periodic payment by APM to Company payable during the pendency of a Good Faith Allegation of Breach. Following suchexpiration date, the amount of each periodic payment by APM to Company payable during the pendency of a Good Faith Allegation of Breach shall return to […***…].

 

4. GENERAL PROVISIONS

Except as expressly set forth in this Amendment, each term and provision of the Prior Development Agreement shall remain in full force and effect. To the extent there is a conflict between this Second Amendment and the Prior Development Agreement, the provisions of this Second Amendment shall control.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

 

VELOCE TECHNOLOGIES, INC.

SECOND AMENDMENT TO DEVELOPMENT AGREEMENT

3


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and 240.24b-2

 

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date.

 

APPLIED MICRO CIRCUITS CORPORATION     VELOCE TECHNOLOGIES, INC.
Signed:  

/s/

    Signed:  

/s/

Name:  

Robert Gargus

    Name:  

Balaji Baktha

Title:  

Senior Vice President and Chief Financial Officer

    Title:  

President and Chief Executive Officer

Address:  

215 Moffett Park Drive

 

Sunnyvale, CA 94089

    Address:  

20813 Stevens Creek Blvd., Suite 100

 

Cupertino, CA 95014

 

 

     

 

Fax No.:  

(408) 542-8600

    Fax No.:  

(408) 351-0208

 

VELOCE TECHNOLOGIES, INC.

SECOND AMENDMENT TO DEVELOPMENT AGREEMENT

SIGNATURE PAGE

EX-10.69 6 d238010dex1069.htm TECHNOLOGY LICENSE AGREEMENT Technology License Agreement

Exhibit 10.69

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and 240.24b-2

 

27 March, 2009    CONFIDENTIAL    LEC-TLA-00606-V6.0

This Technology License Agreement (“TLA”) is made the 31st day of March, 2009 (“Effective Date”)

BETWEEN

ARM LIMITED whose registered office is situated at 110 Fulbourn Road, Cambridge CB1 9NJ, England (“ARM”);

and

APPLIED MICRO CIRCUITS CORPORATION whose principal place of business is situated at 215 Moffett Park Drive Sunnyvale CA 94089 (“AMCC”).

WHEREAS

LICENSEE has requested ARM and ARM has agreed to license to LICENSEE certain ARM Technology (defined below) on the following terms and conditions.

 

1. Definitions

 

1.1 “ARM Compliant Product” means the relevant ARM Compliant Product as defined in each Annex 1.

 

1.2 “ARM Technology” means any or all, as the context admits, of the technology identified in each Annex 1 and any Updates thereto delivered by ARM to LICENSEE.

 

1.3 “ASP” means the average sales price of an ARM Compliant Product in a Quarter, calculated by taking the figure for the aggregate of all invoices for the distribution of such ARM Compliant Product in such Quarter by the entity exercising the licences to manufacture or have manufactured under this TLA (notwithstanding that such distribution may be between AMCC and a Subsidiary of AMCC or between Subsidiaries of AMCC), less; (i) any value added, turnover, import or other tax, duty or tariff payable by law thereon; and (ii) any freight and insurance costs included in the invoiced price, and dividing it by the number of units of such ARM Compliant Product accounted for under such invoices.

 

1.4 “Claim” means a written notice received by ARM and claiming infringement of the Intellectual Property of a third party by any of the ARM Technology and which demands that ARM cease and desist from such claimed Intellectual Property infringement.

 

1.5 “Confidential Information” means; (i) the ARM Technology and derivatives thereof (including any translation, modification, compilation, abridgement or other form in which the ARM Technology has been recast, transformed or adapted, but excluding silicon) and any trade secrets relating to the ARM Technology; (ii) any information designated in writing by either party, by appropriate legend, as confidential; (iii) any information which if first disclosed orally is identified as confidential at the time of disclosure and is thereafter reduced to writing and sent to the other party within thirty (30) days after its oral disclosure and designated, by appropriate legend, as confidential; and (iv) the terms and conditions of this TLA.

 

1.6 “Customer” means any entity that has contracted LICENSEE to design and manufacture integrated circuits for such entity.

 

1.7 “Designer” means, except as provided below, any entity sub-contracted by LICENSEE to provide design resource to LICENSEE for the development of an ARM Compliant Product. Designer expressly excludes any entity that, at any time, enters into a contractual arrangement with the LICENSEE which places upon LICENSEE an obligation to either or both; (a) manufacture such ARM Compliant Product for such entity; and (b) sell units of such ARM Compliant Product to such entity.

 

1.8 “Intellectual Property” means any patents, patent rights, trade marks, service marks, registered designs, topography or semiconductor mask work rights, applications for any of the foregoing, copyright, unregistered design right and any other similar protected rights in any country and to the extent recognised by any relevant jurisdiction as intellectual property, trade secrets, know-how and confidential information.

 

1.9 “LICENSEE” means AMCC and each Subsidiary of AMCC.

 

1.10 Manufacturer” means any entity sub-contracted by LICENSEE to manufacture integrated circuits for LICENSEE.

 

NH/MG    1 of 18    ARM/AMCC


*** Text Omitted and Filed Separately

Confidential Treatment Requested

Under 17 C.F.R. §§ 200.80(b)(4)

and 240.24b-2

 

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1.11 Packaging House” means any entity sub-contracted by LICENSEE to package integrated circuits for LICENSEE.

 

1.12 Quarter” means each calendar quarter ending the 31st March, 30th June, 30th September and 31st December of each year.

 

1.13 “Subsidiary” means any company the majority of whose voting shares is now or hereafter owned or controlled, directly or indirectly, by a party hereto. A company shall be a Subsidiary only for the period during which such control exists. For the purposes of this definition “control” shall mean beneficial ownership of more than 50% of the voting stock of such entity.

 

1.14 “Term” means the term for which the subject ARM Technology is licensed to LICENSEE by ARM as specifically set out in Section 7 of the relevant Annex 1.

 

1.15 Test House means any entity sub-contracted by LICENSEE to test integrated circuits for LICENSEE.

 

1.16 “Trade Marks” means the trade marks identified in Section 6 of each Annex 1.

 

1.17 “Trademark Guidelines” means the guidelines for the use of ARM’s Trade Marks as set out in Annex 2 and any amendment thereto delivered to LICENSEE by ARM from time to time in accordance with the provisions of Clause 2.10.

 

1.18 “Updates” means any; (i) error corrections developed by or for ARM; and (ii) functional enhancements or other modifications developed by or for ARM (which ARM in its discretion decides does not constitute a new product), together with any Intellectual Property embodied therein.

 

2. License

ARM Technology License

 

2.1 The ARM Technology shall be licensed to LICENSEE subject to the relevant license terms identified in Section 2 of the relevant Annex 1.

Subcontracting Design

 

2.2 Subject to the provisions of Clause 3 (Confidentiality), LICENSEE may exercise the right, if granted in Section 2 of the relevant Annex 1, to have ARM Compliant Products designed by any Designer, provided that; (i) LICENSEE does not grant to the Designer any license in respect of the ARM Technology for any other purpose; and (ii) LICENSEE ensures that each Designer;

 

  (a) is subject to contractual obligations of confidentiality in respect of the ARM Confidential Information and ARM Technology which are in substantial accordance with the provisions of Clause 3.3;

 

  (b) is subject to a contractual obligation to deliver the designs for the ARM Compliant Products solely to LICENSEE and not to use the designs for any other purpose; and

 

  (c) is subject to a contractual obligation to return any ARM Confidential Information and ARM Technology to LICENSEE on the earlier of; (1) the completion of the design; and (2) the end of the contractual confidentiality period (in the agreement between LICENSEE and Designer) for the relevant ARM Confidential Information or ARM Technology.

If any Designer breaches the obligations imposed upon it pursuant to LICENSEE’s obligations under Clauses 2.2(ii)(a) to 2.2(ii)(b), LICENSEE agrees that such breach shall be treated as a material breach of this TLA by LICENSEE which shall entitle ARM to terminate this TLA in accordance with the provisions of Clause 14.2 and LICENSEE shall hold ARM harmless from and keep ARM indemnified against all and any loss, liability, costs, damages, expenses (including the fees of lawyers and other professionals), suffered, incurred or sustained as a result of or in relation to such breach.

Customer Collaboration

 

2.3 Subject to the provisions of Clause 3 (Confidentiality), LICENSEE may exercise the right, if granted in Section 2 of the relevant Annex 1, to have ARM Compliant Products designed by any Customer provided that; (i) LICENSEE does not grant to the Customer any license in respect of the ARM Technology for any purpose other than for collaborating on the design of ARM Compliant Products with LICENSEE and; (ii) LICENSEE ensures that each Customer;

 

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Under 17 C.F.R. §§ 200.80(b)(4)

and 240.24b-2

 

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  (a) is subject to contractual obligations of confidentiality in respect of the ARM Confidential Information and ARM Technology which are in substantial accordance with the provisions of Clause 3.4;

 

  (b) is subject to a contractual obligation to deliver the designs for the ARM Compliant Products solely to LICENSEE and not to use the designs for any other purpose; and

 

  (c) is subject to a contractual obligation to return any ARM Confidential Information and ARM Technology to LICENSEE on the earlier of; (1) the completion of the design; and (2) the end of the contractual confidentiality period (in the agreement between LICENSEE and Customer) for the relevant ARM Confidential Information or ARM Technology.

If any Customer breaches the obligations imposed upon it pursuant to LICENSEE’s obligations under Clauses 2.3(i)(a) to 2.3(i)(c), LICENSEE agrees that such breach shall be treated as a material breach of this TLA by LICENSEE which shall entitle ARM to terminate this TLA in accordance with the provisions of Clause 14.2 and LICENSEE shall hold ARM harmless from and keep ARM indemnified against all and any loss, liability, costs, damages, expenses (including the fees of lawyers and other professionals), suffered, incurred or sustained as a result of or in relation to such breach.

Subcontracting Manufacture

 

2.4 Subject to the provisions of Clause 3 (Confidentiality), LICENSEE may exercise the right, if granted in Section 2 of the relevant Annex 1, to have ARM Compliant Products manufactured by a Manufacturer provided that; (i) LICENSEE does not grant to the Manufacturer any license in respect of the ARM Technology for any purpose other than for manufacturing ARM Compliant Products solely for LICENSEE; and (ii) LICENSEE ensures that each Manufacturer;

 

  (a) is subject to contractual obligations of confidentiality in respect of the ARM Confidential Information and ARM Technology which are in substantial accordance with the provisions of Clause 3.2;

 

  (b) is subject to a contractual obligation to use the ARM Confidential Information and ARM Technology solely for the purpose of supplying units of the ARM Compliant Products solely to LICENSEE; and

 

  (c) is subject to a contractual obligation to return any ARM Confidential Information and ARM Technology to LICENSEE on the earlier of; (1) the completion of the manufacture; and (2) the end of the contractual confidentiality period (in the agreement between LICENSEE and Manufacturer) for the relevant ARM Confidential Information or ARM Technology.

If any Manufacturer breaches the obligations imposed upon it pursuant to LICENSEE’s obligations under Clauses 2.4(ii)(a) to 2.4(ii)(b), LICENSEE agrees that such breach shall be treated as a material breach of this TLA by LICENSEE which shall entitle ARM to terminate this TLA in accordance with the provisions of Clause 14.2 and LICENSEE shall hold ARM harmless from and keep ARM indemnified against all and any loss, liability, costs, damages, expenses (including the fees of lawyers and other professionals), suffered, incurred or sustained as a result of or in relation to such breach.

Subcontracting Testing

 

2.5 Subject to the provisions of Clause 3 (Confidentiality), LICENSEE may exercise the right, if granted in Section 2 of the relevant Annex 1, to have tested ARM Compliant Products by a Test House provided that; (i) LICENSEE does not grant to the Test House any license in respect of the ARM Technology for any purpose other than for testing ARM Compliant Products solely for LICENSEE; and (ii) LICENSEE ensures that each Test House;

 

  (a) is subject to contractual obligations of confidentiality in respect of the ARM Confidential Information and ARM Technology which are in substantial accordance with the provisions of Clause 3.5;

 

  (b) is subject to a contractual obligation to use the ARM Confidential Information and ARM Technology solely for the purpose of supplying units of the tested ARM Compliant Products solely to LICENSEE; and

 

  (c) is subject to a contractual obligation to return any ARM Confidential Information and ARM Technology to LICENSEE on the earlier of; (1) the completion of the testing; and (2) the end of the contractual confidentiality period (in the agreement between LICENSEE and Test House) for the relevant ARM Confidential Information or ARM Technology.

 

NH/MG   3 of 18   ARM/AMCC


*** Text Omitted and Filed Separately

Confidential Treatment Requested

Under 17 C.F.R. §§ 200.80(b)(4)

and 240.24b-2

 

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If any Test House breaches the obligations imposed upon it pursuant to LICENSEE’s obligations under Clauses 2.5(ii)(a) to 2.5(ii)(c), LICENSEE agrees that such breach shall be treated as a material breach of this TLA by LICENSEE which shall entitle ARM to terminate this TLA in accordance with the provisions of Clause 14.2 and LICENSEE shall hold ARM harmless from and keep ARM indemnified against all and any loss, liability, costs, damages, expenses (including the fees of lawyers and other professionals), suffered, incurred or sustained as a result of or in relation to such breach.

 

2.6 LICENSEE may exercise the right, if granted in Section 2 of the relevant Annex 1, to have ARM Compliant Products be tested and packaged by a Packaging House provided that (i) LICENSEE does not grant to the Packaging House any license in respect of the ARM Technology for any purpose other than for packaging and testing ARM Compliant Products solely for LICENSEE; and (ii) LICENSEE ensures that each Packaging House is subject to a contractual obligation to return any ARM Confidential Information and ARM Technology to LICENSEE on the completion of the packaging

If any Packaging House breaches the obligations imposed upon it pursuant to LICENSEE’s obligations under Clause 2.6, LICENSEE agrees to take all reasonable actions to cure such breach. If LICENSEE is unable to cure such breach within thirty (30) days, then LICENSEE shall terminate the right of such Packaging House to package and test ARM Compliant Products for LICENSEE and shall ensure that the Packaging House returns to LICENSEE any ARM Compliant Products in the Packaging House’s possession.

Intercompany Matters

 

2.7 Any breach of this TLA by a Subsidiary of AMCC shall entitle ARM to terminate this TLA in accordance with the provisions of Clause 14.2 as if AMCC were the party in breach. Any termination of this TLA in accordance with the provisions of Clause 14.2 shall be effective in respect of AMCC and all Subsidiaries.

Any rights granted to any Subsidiary hereunder shall automatically terminate upon such Subsidiary ceasing to be a Subsidiary.

In the event that a Subsidiary is in breach of any of the terms of this TLA, AMCC shall hold harmless and indemnify ARM against all and any loss, liability, costs, damages, expenses (including the reasonable fees of lawyers and other professionals) suffered, as a result of or in connection with such breach.

License Restrictions

 

2.8 Except as specifically licensed in accordance with Clause 2.1, LICENSEE acquires no right, title or interest in any ARM Confidential Information, ARM Technology or any Intellectual Property embodied therein. In no event shall the licenses granted in accordance with Clause 2.1 be construed as granting LICENSEE, expressly or by implication, estoppel or otherwise, a license to use any ARM technology except the ARM Technology.

Except as expressly licensed in accordance with Clause 2.1, no right is granted to LICENSEE to sublicense the rights granted to LICENSEE under this TLA.

Intellectual Property Notices

 

2.9 LICENSEE shall reproduce and not remove or obscure any notice incorporated in the ARM Technology by ARM to protect ARM’s Intellectual Property or to acknowledge the Intellectual Property of any third party. LICENSEE shall incorporate and shall require that any Designer, Customer, Manufacturer and Test House to which any ARM Technology is provided in accordance with the terms of this TLA, incorporates corresponding notices and such other markings and notifications as ARM may reasonably require on all copies of the ARM Technology and any derivatives thereof (including any translation, modification, compilation, abridgement or other form in which the ARM Technology has been recast, transformed or adapted) created by LICENSEE, Designer, Customer, Manufacturer, Test House or Packaging House, as the case may be.

ARM Trade Marks

 

2.10 ARM hereby grants to LICENSEE a non-transferable (subject to Clause 16.3), non-exclusive, royalty-free, world-wide license to use the Trade Marks in connection with the promotion and sale of products developed under the licences granted in this TLA.

LICENSEE shall use the Trade Marks, in accordance with the Trademark Guidelines. ARM shall have the right to revise the Trademark Guidelines and Section 6 of any Annex 1. Any such revisions shall be effective with respect to printed materials and products to be produced or manufactured after ninety (90) days from receipt of ARM’s written notice specifying the revisions to LICENSEE.

 

NH/MG   4 of 18   ARM/AMCC


*** Text Omitted and Filed Separately

Confidential Treatment Requested

Under 17 C.F.R. §§ 200.80(b)(4)

and 240.24b-2

 

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Upon request from ARM, LICENSEE shall submit samples of documentation, packaging, and promotional or advertising materials bearing the Trade Marks to ARM so that ARM may verify compliance with the Trademark Guidelines. In the event that any documentation, packaging, promotional or advertising material fails to comply with the Trademark Guidelines, ARM shall notify LICENSEE and LICENSEE shall rectify such documentation, packaging, and promotional or advertising materials so as to comply with the Trademark Guidelines and cease using any such non-compliant materials as soon as reasonably possible after the date of ARM’s notice.

LICENSEE agrees to provide reasonable assistance to ARM in maintaining the validity of the Trade Marks. Upon ARM’s request, LICENSEE shall provide, free of charge, a reasonable number of samples of the use of the Trade Marks for the purpose of trademark registration or renewal. Upon request, LICENSEE shall at ARM’s expense execute any documents required by the applicable laws of any jurisdiction for the purpose of either or both registering and maintaining the Trade Marks.

Except as provided by the terms of this TLA, LICENSEE shall not use or register, in any jurisdiction, any trademark, service mark, device or logo or any word or mark confusingly similar to any of the Trade Marks.

 

3. Confidentiality

Restricted Disclosure

 

3.1 Except as expressly provided by Clauses 3.2, 3.3, 3.4, 3.5, 3.6 and 3.7, each party shall maintain in confidence the Confidential Information disclosed by the other party and apply security measures no less stringent than the measures that such party applies to its own like information, but not less than a reasonable degree of care, to prevent unauthorised disclosure and use of the Confidential Information. The period of confidentiality shall be indefinite with respect to each party’s Confidential Information.

Permitted Disclosure to Manufacturers

 

3.2 LICENSEE may disclose the (i) the ARM Technology marked “M” in any Annex 1 and any translation, modification, compilation, abridgement or other form in which the ARM Technology marked “M” has been recast, transformed or adapted; (ii) any GDSII created by or for LICENSEE from the synthesizable RTL licensed under any Annex 1 ; and (iii) any masks created from the GDSII by or for LICENSEE, to a Manufacturer pursuant to the exercise of any have manufactured rights (if granted in Section 2 of the relevant Annex 1) solely for the purposes of having ARM Compliant Products manufactured for LICENSEE by such third party and under a non-disclosure agreement containing substantially similar terms to this Clause 3, except that the confidentiality period for each deliverable shall be, at a minimum, of five (5) years from the date of disclosure.

Permitted Disclosure to Designers

 

3.3 LICENSEE may disclose the ARM Technology marked “D” in any Annex 1 and any translation, modification, compilation, abridgement or other form in which the ARM Technology marked “D” has been recast, transformed or adapted, to a Designer pursuant to the exercise of the have designed rights (if granted in Section 2 of the relevant Annex 1) solely for the purposes of having ARM Compliant Products designed for LICENSEE by such third party and under a non-disclosure agreement containing substantially similar terms to this Clause 3, including the confidentiality period for each deliverable determined in accordance with the provisions of Clause 3.1.

Permitted Disclosure to Customers

 

3.4 LICENSEE may disclose the ARM Technology marked “CS” in any Annex 1 and any translation, modification, compilation, abridgement or other form in which the ARM Technology marked “CS” has been recast, transformed or adapted to a Customer solely for the purposes of collaborating on the design of ARM Compliant Products for such third party and under a non-disclosure agreement containing substantially similar terms to this Clause 3, including the confidentiality period for each deliverable determined in accordance with the provisions of Clause 3.1.

Permitted Disclosure to Test Houses

 

3.5 LICENSEE may disclose (i) the ARM Technology marked “T” in any Annex 1 and any translation, modification, compilation, abridgement or other form in which the ARM Technology marked “T” has been recast, transformed or adapted; and (ii) any ATPG test vectors created by or for LICENSEE from the Synthesizable RTL (defined in the relevant Annex 1), to a Test House pursuant to the exercise of the have tested rights (if granted in Section 2 of the relevant Annex 1) solely for the purposes of having ARM Compliant Products tested for LICENSEE by such third party and under a non-disclosure agreement containing substantially similar terms to this Clause 3, except that the confidentiality period for each deliverable shall be, at a minimum, five (5) years from the date of disclosure.

 

3.6 Other Permitted Disclosures

Either party may disclose Confidential Information received from the other party in the following circumstances;

 

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Confidential Treatment Requested

Under 17 C.F.R. §§ 200.80(b)(4)

and 240.24b-2

 

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  (i) disclosure to third parties to the extent that the Confidential Information is required to be disclosed pursuant to a court order or as otherwise required by law, provided that the party required to make the disclosure promptly notifies the other party upon learning of such requirement and has given the other party a reasonable opportunity to contest or limit the scope of such required disclosure (including but not limited to making an application for a protective order);

 

  (ii) disclosure to nominated third parties under written authority from the original discloser of the Confidential Information; and

 

  (iii) disclosure to the receiving party’s legal counsel, accountants or professional advisors to the extent necessary for them to advise upon the interpretation or enforcement of this TLA.

Permitted Disclosure of LICENSEE Confidential Information

 

3.7 LICENSEE royalty reports may be disclosed in confidence to ARM’s financial and legal advisors provided such advisors are bound by confidentiality restrictions substantially as restrictive as those set forth herein. In addition, ARM may disclose the total unit sales, from time to time, of ARM Compliant Products provided that the unit sales of such products by LICENSEE are not separately identifiable or deducible therefrom.

ARM shall be permitted to disclose LICENSEE Confidential Information to Subsidiaries of ARM subject to the same terms and conditions of confidentiality as are set out in this TLA.

Restricted Use

 

3.8 LICENSEE agrees that it shall not use any of ARM’s Confidential Information other than pursuant to and in accordance with the exercise of any of the licences granted under this TLA. Without limiting the generality of the foregoing, LICENSEE shall not use ARM’s Confidential Information; (i) for determining if any features, functions or processes provided by the ARM Technology or disclosed by the ARM Confidential Information are covered by any patents or patent applications owned by LICENSEE; or (ii) for developing technology or products which avoid any of ARM’s Intellectual Property licensed hereunder; or (iii) as a reference for modifying existing patents or patent applications or creating any continuation, continuation in part, or extension of existing patents or patent applications or (iv) for generating data for publication or disclosure to third parties, which compares the performance or functionality of the ARM Technology with any other products created by LICENSEE or a third party, without obtaining ARM’s prior written consent.

Excepted Information

 

3.9 The provisions of this Clause 3 shall not apply to information which;

 

  (i) is known to and has been reduced to tangible form by the receiving party prior to its receipt provided that such information is not already subject to any obligations of confidentiality; or

 

  (ii) is in the public domain at the time of receipt or later becomes part of the public domain without breach of the confidentiality obligations in this TLA; or

 

  (iii) is received from a third party without any breach of any obligation of confidentiality in respect of such information provided that such information is not subject to any continuing obligations of confidentiality;

 

  (iv) is identified as (N) in Section 1 of the relevant Annex 1 of this TLA; or

 

  (v) is independently developed without reference to ARM’s confidential information.

 

4. Verification

 

4.1 Prior to the distribution of any integrated circuit incorporating ARM Technology manufactured by or for LICENSEE under the licenses granted in Section 2 of any Annex 1, LICENSEE shall verify such ARM Technology to the extent required by and in accordance with the verification procedure set out in Section 3 of the relevant Annex 1.

 

5. Delivery

 

5.1 ARM shall use reasonable efforts to deliver the ARM Technology in each Annex 1 to LICENSEE on or before the delivery dates set out in Section 1 of the relevant Annex 1. Subject to the payment of the relevant Fees (defined in Clause 6.1), ARM shall deliver Updates for any ARM Technology to LICENSEE as soon as reasonably possible after such Update is made generally available by ARM.

 

NH/MG   6 of 18   ARM/AMCC


*** Text Omitted and Filed Separately

Confidential Treatment Requested

Under 17 C.F.R. §§ 200.80(b)(4)

and 240.24b-2

 

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6. Fees and Royalties

Fees

 

6.1 AMCC shall pay, to ARM, fees (“Fees”) as set out in and in accordance with Section 8 of the relevant Annex 1.

Royalties

 

6.2 If provided for in Section 8 of a relevant Annex 1, AMCC shall pay, to ARM, a royalty (“Royalty”) in accordance with the provisions of such Annex 1.

Any distribution of ARM Compliant Products by LICENSEE shall, in the absence of evidence to the contrary, be deemed to be distributed under the licences granted to LICENSEE under this TLA and LICENSEE shall pay Royalties to ARM accordingly. The burden of proof for rebutting the above presumption shall be on LICENSEE.

Royalty Report

 

6.3 AMCC shall submit a report within thirty (30) days after the end of each Quarter, containing at least the information required by the form set out in Section 8 of each Annex 1.

Fair Market Value

 

6.4 For all transactions LICENSEE shall ensure that such transactions are conducted so that the ASP of any ARM Compliant Product are not manipulated for the purpose of reducing the Royalties payable to ARM under this TLA. The invoice price of any ARM Compliant Product shall be deemed to be the higher of the actual invoice price and what the invoice price of the ARM Compliant Product would have been if such ARM Compliant Product had been sold stand alone to an independent customer at a fair open market value.

Records

 

6.5 For the period of […***…] from the date that each royalty report is delivered to ARM by AMCC, LICENSEE shall keep such records and books of account, identifying and providing invoice details for ARM Compliant Products to derive the ASP for each ARM Compliant Product to demonstrate compliance with LICENSEE’s obligations under this Clause 6.

Audit

 

6.6 ARM shall have the right for representatives of a firm of independent chartered accountants (“Auditors”), to make an examination and audit, by prior appointment during normal business hours, of all records and accounts as may under recognised accounting practices contain information bearing upon;

 

  (i) the number of units of ARM Compliant Products and ARM Technology which have been distributed by LICENSEE under this TLA;

 

  (ii) the ASP and fair market value of any ARM Compliant Product which have been distributed by LICENSEE under this TLA;

 

  (iii) the amount of Royalties payable to ARM under this TLA; and

 

  (iv) any fees payable to ARM under this TLA.

 

  (v) any information necessary to substantiate and verify the data submitted to ARM by LICENSE in any Royalty report.

The Auditors shall be permitted to provide, to ARM, information relating to Clauses 6.6(i)-(v), including but not limited to, information relating to the systems operated by LICENSEE to capture and record such information. Any information obtained pursuant to any audit performed in accordance with the provisions of this Clause 6.6 and provided by the Auditors to ARM shall be treated by ARM as LICENSEE Confidential Information. The Auditors’ conclusions shall (in the absence of clerical or manifest error) be final and binding on the parties. Such audit shall be at ARM’s expense unless; (a) it reveals a net underpayment of Royalties or other fees of five per cent (5%) or more in any Quarter: or (b) LICENSEE has failed to provide the Auditors with all requested records and accounts containing information bearing upon the subject matter set out in this Clause 6.6(i)-(v) within ten (10) working days of such request, in which event AMCC shall promptly reimburse ARM for the costs of such audit. AMCC shall make good any underpayment of royalties forthwith. If the audit identifies that AMCC has made an overpayment, such overpayment will be credited to the next payment or payments of Royalties or fees to be made by AMCC.

 

NH/MG   7 of 18   ARM/AMCC


*** Text Omitted and Filed Separately

Confidential Treatment Requested

Under 17 C.F.R. §§ 200.80(b)(4)

and 240.24b-2

 

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Taxes

 

6.7 All sums stated under this TLA do not include taxes. All applicable taxes shall be payable by LICENSEE in accordance with relevant legislation in force at the relevant tax point. Any income or other tax which LICENSEE is required by law to pay or withhold on behalf of ARM with respect to any Royalties or other fees payable to ARM under this TLA may be deducted from the amount of such Royalties or other fees otherwise due, provided, however, that in regard to any such deduction, AMCC shall give to ARM such assistance as may be necessary to enable or assist ARM to claim exemption therefrom, or credit therefor, and shall upon request furnish to ARM such certificates and other evidence of deduction and payment thereof as ARM may properly require.

Payment

 

6.8

AMCC shall pay all Royalties and Fees due to ARM under the terms of this TLA on or before the thirtieth (30th ) day after receipt of ARM’s invoice therefor (“Due Date”). ARM shall send any invoice for payment to the address set out in Section 8 of the relevant Annex 1 and AMCC shall provide ARM with at least ten (10) working days notice of any change to such address.

 

6.9 If any sum under this TLA is not paid by the Due Date (defined in Clause 6.8), then (without prejudice to ARM’s other rights and remedies), in addition to the invoice amount, ARM reserves the right to charge interest on such sum on a day to day from the Due Date to the date of payment at the rate of, the lesser of one percent (1%) per month and the maximum amount permitted by law.

No Right of Set Off

 

6.10 All sums properly due to ARM under this TLA shall be paid in full and LICENSEE shall not be entitled to assert against ARM any credit, set-off or counterclaim arising under any Annex 1 in order to justify withholding payment of any sum properly due under any other Annex 1. Obligations under each Annex 1 shall be construed as divisible from obligations under any other Annex 1 for the purposes of interpreting this Clause 6.10.

 

7 Support and Maintenance

 

7.1 Subject to LICENSEE’s payment of the appropriate Fees (defined in Clause 6.1), ARM shall provide to LICENSEE, in respect of the relevant ARM Technology the following support and maintenance for such ARM Technology (“Support and Maintenance”);

 

  (i) the use of commercially reasonable efforts to correct any defects in the ARM Technology which cause such technology not to operate in accordance with the functionality described in the relevant datasheet or manual for such technology. If ARM determines that such defects are due to errors in such description ARM shall promptly issue corrections to the datasheet or manual and shall not be required to revise the ARM Technology, provided that LICENSEE’s use of the ARM Technology by LICENSEE is not adversely affected thereby;

 

  (ii) all Updates to such ARM Technology; and

 

  (iii) subject to the provisions of Clauses 7.2 and 7.3, reasonable telephone, e-mail and written consultation about the operation and application of such ARM Technology.

 

7.2 The services provided under Clause 7.1(iii) shall expressly exclude any information relating to the design of products incorporating ARM Technology. Consulting services may be provided by ARM under the terms of a separate written agreement. Support supplied by ARM may not be used either; (i) as a substitute for training; or (ii) as additional engineering resource for LICENSEE projects.

 

7.3 The services provided under Clause 7.1(iii) shall be provided from the relevant ARM support centre, and shall be limited in accordance with the provisions of Section 4 of the relevant Annex 1. Notwithstanding the foregoing, in exceptional cases if ARM has been unable to resolve an issue relating to the ARM technology remotely from the support centre, ARM will use reasonable efforts to provide support to LICENSEE, at LICENSEE’s premises, subject to LICENSEE meeting all reasonable traveling, accommodation and sustenance expenses thereby incurred.

 

7.4 If ARM delivers a revision of any ARM Technology licensed under any Annex 1, LICENSEE hereby agrees and acknowledges that ARM shall only be obligated to test that each deliverable is compatible with the other deliverables comprising such revision, and ARM shall have no responsibility for testing that any or all of such deliverables are compatible with previously delivered versions of the ARM Technology.

 

7.5 ARM shall only have an obligation to provide maintenance as described in Clause 7.1(i) and (ii) for the most recently delivered version of the relevant ARM Technology and the version which the most recently delivered version replaced. ARM shall be under no obligation to provide maintenance as described in Clause 7.1(i) and (ii) in respect of any modifications (where permitted) to the ARM Technology created by LICENSEE

 

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*** Text Omitted and Filed Separately

Confidential Treatment Requested

Under 17 C.F.R. §§ 200.80(b)(4)

and 240.24b-2

 

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7.6 Upon LICENSEE requesting ARM’s assistance pursuant to the provisions of Clause 7.1(i) or (iii), LICENSEE shall promptly provide to ARM such samples and technical information as ARM may reasonably require and in a form specified by ARM to enable ARM to provide such assistance.

 

7.7 ARM’s obligation under this Clause 7 is limited expressly to the provision of Support and Maintenance to LICENSEE and ARM shall be under no obligation to provide any support and maintenance to any Designer, Customer, Manufacturer, Test House or other third parties.

 

7.8 If LICENSEE elects not to renew Support and Maintenance for any ARM Technology and subsequently requests ARM to provide Support and Maintenance in respect of such ARM Technology, in addition to the fees due for the new Support and Maintenance period, LICENSEE hereby agrees that ARM shall be entitled to charge LICENSEE an appropriate fee in respect of the period in which LICENSEE has not received maintenance as described in Clause 7.1(i) and (ii).

 

8. Blank

 

8.1 This section is intentionally blank.

 

9. Training

 

9.1 If provided for in Section 5 of a relevant Annex 1, ARM shall provide training in respect of the relevant ARM Technology in accordance with the provisions of Section 5 of the relevant Annex 1.

 

10. ARM Technology Functionality Warranties

 

10.1 EXCEPT AS EXPRESSLY PROVIDED IN THIS TLA, ARM PROVIDES NO WARRANTIES EXPRESS, IMPLIED OR STATUTORY, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, NON INFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO THE ARM TECHNOLOGY.

 

10.2 ARM warrants to LICENSEE that the ARM Technology will be consistent with allowing a competent semiconductor manufacturer to manufacture products which substantially conform to the functionality described in the relevant specification delivered by ARM as part of the ARM Technology and identified in Section 1 of the relevant Annex 1. LICENSEE acknowledges that the process for converting the ARM Technology delivered to LICENSEE in to silicon necessarily involves the introduction and use of technology not delivered by ARM and accordingly ARM’s liability and LICENSEE’s sole remedy for breach of the warranty provided under this Clause 10.2 shall be as follows; if LICENSEE can demonstrate to ARM that any defect that is manifested or would be manifested in the silicon of an ARM Compliant Product developed using any ARM Technology is exclusively caused by a defect in the ARM Technology as delivered to LICENSEE then ARM shall use commercially reasonable efforts to either or both; (i) correct any errors in the ARM Technology and deliver the corrected ARM Technology to LICENSEE; or (ii) create a workaround to remedy the defect and deliver such workaround to LICENSEE. THE FOREGOING STATES THE ENTIRE LIABILITY OF ARM WITH RESPECT TO BREACH OF THE WARRANTY PROVIDED IN THIS CLAUSE 10.2.

 

10.3 WITHOUT PREJUDICE TO THE GENERALITY OF CLAUSE 10.2, ARM SHALL NOT BE RESPONSIBLE FOR ANY RECOVERABLE OR NON-RECOVERABLE COSTS INCURRED, DIRECTLY OR INDIRECTLY, BY LICENSEE IN THE DESIGN MIGRATION, PROCESSING, OR MANUFACTURE OF MASKS AND PROTOTYPES, CHARACTERIZATION OR MANUFACTURE OF PRODUCTION QUALITY SILICON IN WHATEVER QUANTITY.

 

11. ARM Technology Intellectual Property Warranties

 

11.1 ARM warrants, to ARM’s knowledge and belief, that;

 

  (i) the ARM Technology does not infringe any third party copyright, mask work right or trade secret; and

 

  (ii) as at the relevant Annex Effective Date, there are no pending; (a) Claims, or (b) actions commenced against ARM for infringement by the relevant ARM Technology of any third party Intellectual Property.

 

NH/MG   9 of 18   ARM/AMCC


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11.2 LICENSEE’s exclusive remedy for any breach of the warranties provided in Clause 11.1 shall be the indemnification provided under Clause 12.1 of this TLA.

 

12. Intellectual Property Indemnities

 

12.1 Except as provided under Clause 12.2, in the event of a suit against LICENSEE based upon a claim that the Trade Marks or any of the ARM Technology delivered by ARM to LICENSEE under this TLA and relevant Annex 1, when used in accordance with the provisions of this TLA and relevant Annex 1, infringes any third party Intellectual Property, ARM agrees, subject to the limitations of Clauses 13.1 and 13.2, to defend and indemnify LICENSEE, at ARM’s expense, and to pay costs and damages finally awarded in any such suit or agreed in any settlement, provided that; (i) ARM is promptly notified by LICENSEE, in writing, of any threats, claims and proceedings related thereto; (ii) ARM has sole control of the defence and any settlement thereof; (iii) LICENSEE does not make any admission of liability nor settle or otherwise compromise any such claim without ARM’s prior written consent; (iv) LICENSEE furnishes to ARM, upon request, any information available to LICENSEE relating to the defense of such claim; (v) LICENSEE provides reasonable assistance to ARM in the defense of such claim; and (vi) LICENSEE ceases use of the ARM Technology which is the subject of the infringement claim upon receipt from ARM of any non-infringing replacement for such ARM Technology. THE FOREGOING STATES THE ENTIRE LIABILITY OF ARM WITH RESPECT TO INFRINGEMENT BY THE TRADE MARKS OR THE ARM TECHNOLOGY OF ANY THIRD PARTY INTELLECTUAL PROPERTY.

 

12.2 ARM shall have no liability under Clause 12.1 in respect of; (i) any infringement arising from; (a) the combination of the ARM Technology with other products not supplied by ARM if such infringement would not have occurred but for such combination; (b) any modification of the ARM Technology by or for LICENSEE if such infringement would not have occurred but for such modification; (c) the process of synthesizing any ARM Technology including but not limited to the use by LICENSEE of LICENSEE’s or LICENSEE’s agent’s cell libraries if such infringement would not have occurred but for the application of such process; or (d) any manufacturing process applied to the ARM Technology by LICENSEE if such infringement would not have occurred but for the application of such process; or (ii) any suit brought by a third party against LICENSEE based upon a claim that any of the ARM Technology delivered by ARM to LICENSEE under this TLA infringes a patent owned by such third party where such claim has been made by such third party in response to an initial claim by LICENSEE that such third party infringes any patent owned or controlled by LICENSEE.

 

12.3 If either a third party alleges, or ARM has any concerns, that any ARM Technology infringes or may infringe the Intellectual Property of a third party, then without any admission of liability, ARM at its option and expense may develop an Update to the relevant ARM Technology which in ARM’s opinion avoids such alleged infringement and upon receipt of such Update from ARM, LICENSEE shall: (i) in respect of any new design or derivatives of any existing designs which have not been taped out, immediately cease use of the ARM Technology which the Update replaces; and (ii) in respect of any existing designs which have been taped out, within nine (9) months of receipt of the Update, cease use of the ARM Technology which the Update replaces.

 

12.4 If a suit against ARM is based in whole or in part upon a claim that any of the ARM Technology delivered by ARM to LICENSEE under this TLA, when used in accordance with this TLA, infringes any third party Intellectual Property because of; (i) the combination of the ARM Technology with other products not supplied by ARM if such infringement would not have occurred but for such combination; (ii) the modification by LICENSEE of the ARM Technology if such infringement would not have occurred but for such modification; (iii) the process of synthesizing any ARM Technology including but not limited to the use by LICENSEE of LICENSEE’s or LICENSEE’s agent’s cell libraries if such infringement would not have occurred but for the application of such process; or (iv) any manufacturing process applied to the ARM Technology by LICENSEE if such infringement would not have occurred but for the application of such process, then LICENSEE agrees to indemnify ARM for any legal costs (including attorney’s fees) reasonably incurred by ARM in defending such suit provided that LICENSEE is notified promptly in writing of the suit and that at LICENSEE’s request, LICENSEE is given control of and all requested reasonable assistance to defend such suit to the extent that such suit relates to any of (i) to (iv) above.

 

12.5 ARM shall only be liable under Clause 12.1 for any damages awarded by a court, for infringement by the Trade Marks or any ARM Technology of the Intellectual Property of a third party, up to the date upon which such court issues its judgment. ARM shall have no continuing liability under Clause 12.1 for any loss suffered by LICENSEE in respect of the same infringement after the date of such judgment.

 

13. Limitation of Liability

 

13.1

EXCEPT IN RESPECT OF ANY BREACH OF THE PROVISIONS OF CLAUSE 3 (CONFIDENTIALITY), IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL

 

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  DAMAGES WHETHER SUCH DAMAGES ARE ALLEGED AS A RESULT OF TORTIOUS CONDUCT (INCLUDING NEGLIGENCE) OR BREACH OF CONTRACT OR OTHERWISE EVEN IF THE OTHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

 

13.2 NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS TLA, THE MAXIMUM LIABILITY OF ARM TO LICENSEE IN AGGREGATE FOR ALL CLAIMS MADE AGAINST ARM IN CONTRACT TORT OR OTHERWISE UNDER OR IN CONNECTION WITH THE SUBJECT MATTER OF EACH ANNEX 1 SHALL […***…]. THE EXISTENCE OF MORE THAN ONE CLAIM OR SUIT WILL NOT ENLARGE OR EXTEND THE LIMIT. LICENSEE RELEASES ARM FROM ALL OBLIGATIONS, LIABILITY, CLAIMS OR DEMANDS IN EXCESS OF THIS LIMITATION.

 

13.3 NOTHING IN THIS CLAUSE SHALL OPERATE TO EXCLUDE LIABILITY FOR DEATH OR PERSONAL INJURY RESULTING FROM EITHER PARTY’S NEGLIGENCE.

 

13.4 The parties hereby acknowledge that the provisions of this Clause 13 allocate the risks under this TLA between ARM and LICENSEE after negotiation and ARM’s pricing reflects this allocation of risk and the limitation of liability specified herein.

 

14. Term, Termination and Expiration

TLA Term

 

14.1 Except as provided below, this TLA shall commence on the Effective Date and shall continue in force unless earlier terminated in accordance with the provisions of Clause 14.2.

Termination by Either Party

 

14.2 Without prejudice to any other right or remedy which may be available to it, either party shall be entitled immediately to terminate this TLA (including all Annexes incorporated hereunder) by giving written notice to the other, if the other party:

 

  (i) has committed a material breach of any of its obligations hereunder which is not capable of remedy; or

 

  (ii) has committed a material breach of any of its obligations hereunder which is capable of remedy but which has not been remedied within a period of sixty (60) days following receipt of written notice to do so; or

 

  (iii) any circumstances arise which would entitle the court or a creditor to appoint a receiver, administrative receiver or administrator or to present a winding-up petition or make a winding-up order; or

 

  (iv) makes any voluntary arrangement with its creditors for the general settlement of its debts or becomes subject to an administration order; or

 

  (v) has an order made against it, or passes a resolution, for its winding-up (except for the purposes of amalgamation or reconstruction) or has a receiver or similar officer appointed over all or substantially all of its property or assets.

Annex Expiry

 

14.3 Each Annex shall commence on the Annex Effective Date (defined in each Annex 1) and shall continue in force for the Term set out therein unless earlier terminated in accordance with the provisions of Clause 14.2.

 

15. Effect of Expiry and Termination

Termination by ARM

 

15.1 Upon termination of this TLA by ARM in accordance with Clause 14.2, LICENSEE will immediately discontinue any use and distribution of all ARM Technology, ARM Confidential Information and any products embodying such technology or information. LICENSEE shall, at ARM’s option, either destroy or return to ARM any ARM Confidential Information, including any copies thereof in its possession and any ARM Technology or derivatives (including any translation, modification, compilation, abridgement or other form in which the ARM Technology has been recast, transformed or adapted) thereof in its possession. Within one month after termination of this TLA LICENSEE will furnish to ARM a certificate signed by a duly authorised representative of LICENSEE that to the best of his or her knowledge, information and belief, after due enquiry, LICENSEE has complied with provisions of this Clause.

 

NH/MG   11 of 18   ARM/AMCC


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Upon termination of this TLA by ARM in accordance with either of Clauses 14.2; (i) the termination date shall be treated as the end of a Quarter for the purpose of accounting for Royalties to ARM; and (ii) any fees outstanding, whether or not such fees have become due at the date of termination) shall become due and payable to ARM in accordance with the provisions of Clause 6.

Termination by LICENSEE

 

15.2 Upon termination of this TLA by LICENSEE in accordance with Clause 14.2 the licenses granted under Clause 2 of this TLA shall survive such termination, subject to the terms and conditions of this TLA including but not limited to LICENSEE’s continued payment, to ARM, its liquidator or receiver of any fees and Royalties due at the date of termination or in the future in accordance with the provisions of Clause 6.

Annex 1 Expiry

 

15.3 Upon expiry of any Annex 1 in accordance with the provisions of Clause 14.3,

 

  (i) any licenses granted under Section 2 of the relevant Annex 1, […***…];

 

  (ii) any licenses granted under Section 2 of the relevant Annex 1, to manufacture, have manufactured and sell supply or otherwise distribute products developed using the relevant ARM Technology shall survive subject to the terms and conditions of this TLA and subject to the continued payment to ARM of any fees and Royalties due at the time of expiry and in the future under the terms of this TLA and provided that such products are already being distributed at the date of expiry of the Annex 1; and

 

  (iii) except as expressly provided to the contrary in this Clause 15.3(iii), LICENSEE shall at ARM’s option, either destroy or return to ARM any ARM Confidential Information, including any copies thereof in its possession and any ARM Technology or derivatives (including any translation, modification, compilation, abridgement or other form in which the ARM Technology has been recast, transformed or adapted) thereof in its possession but LICENSEE may keep one copy of the relevant ARM Technology for the purpose of supporting the products referred to in Clause 15.3(ii).

 

15.4 Upon termination the provisions of Clauses 1, 3, 6 (to the extent that any obligation under this Clause remains outstanding), 11, 13, 15 and 16 shall survive termination.

 

16. General

 

16.1 All communications between the parties including, but not limited to, notices, royalty reports, error or bug reports, the exercise of options, and support requests shall be in the English language.

 

16.2 All notices which are required to be given hereunder shall be in writing and shall be sent to the address of the recipient set out below (either party may change their respective address for service by giving notice of the change to the other party). Any such notice may be delivered personally, by commercial overnight courier or facsimile transmission which shall be followed by a hard copy and shall be deemed to have been served if by hand when delivered, if by commercial overnight courier 48 hours after deposit with such courier, and if by facsimile transmission when dispatched.

 

    

ARM Contact

        

LICENSEE Contact

  General Counsel       General Counsel
  110 Fulbourn Road       215 Moffett Park Drive
  Cambridge CB1 9NJ       Sunnyvale, CA 94089
  England       USA

 

16.3 Neither party shall assign or otherwise transfer this TLA or any of its rights and obligations hereunder whether in whole or in part without the prior written consent of the other, which consent shall not be unreasonably withheld. An assignment shall be deemed to include, without limitation; (i) any transaction or series of transactions whereby a third party acquires, directly or indirectly, the power to control the management and policies of the party, whether through the acquisition of voting securities, by contract or otherwise; or (ii) the sale of more than fifty percent (50%) of the party’s assets whether in a single transaction or series of transactions.

 

16.4

Neither party shall be liable for any failure or delay in its performance under this TLA due to causes, including, but not limited to, acts of God, acts of civil or military authority, fires, epidemics, floods, earthquakes, riots, wars, sabotage,

 

NH/MG   12 of 18   ARM/AMCC


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  third party industrial disputes and governments actions, which are beyond its reasonable control; provided that the delayed party: (i) gives the other party written notice of such cause promptly, and in any event within fourteen (14) days of discovery thereof; and (ii) uses its reasonable efforts to correct such failure or delay in its performance. The delayed party’s time for performance or cure under this Clause 16.4 shall be extended for a period equal to the duration of the cause.

 

16.5 ARM and LICENSEE are independent parties. Neither company nor their employees, consultants, contractors or agents are agents, employees or joint venturers of the other party, nor do they have the authority to bind the other party by contract or otherwise to any obligation. Neither party will represent to the contrary, either expressly, implicitly, by appearance or otherwise.

 

16.6 Failure or delay by either party to enforce any provision of this TLA shall not be deemed a waiver of future enforcement of that or any other provision.

 

16.7 The provisions contained in each clause and sub-clause of this TLA shall be enforceable independently of each of the others and if a provision of this TLA is, or becomes, illegal, invalid or deemed unenforceable by any court or administrative body of competent jurisdiction it shall not affect the legality, validity or enforceability of any other provisions of this TLA. If any of these provisions is so held to be illegal, invalid or unenforceable but would be legal, valid or enforceable if some part of the provision were deleted, the provision in question will apply with such modification as may be necessary to make it legal, valid or enforceable.

 

16.8 This TLA, including all Annexes, constitutes the entire agreement between the parties with respect to the subject matter hereof, and supersedes and replaces all prior or contemporaneous understandings or agreements, written or oral, regarding the subject matter. Except in respect of changes to the Trademark Guidelines which may be changed in accordance with the provisions of Clause 2.10, no amendment to or modification of this TLA shall be binding unless in writing and signed by a duly Authorized representative of both parties.

 

16.9 The ARM Technology provided under this TLA is subject to U.S. export control laws, including the U.S. Export Administration Act and its associated regulations, and may be subject to export or import regulations in other countries. LICENSEE agrees to comply fully with all laws and regulations of the United States and other countries (“Export Laws”) to assure that neither the ARM Technology, nor any direct products thereof are; (i) exported, directly or indirectly, in violation of Export Laws, either to any countries that are subject to U.S export restrictions or to any end user who has been prohibited from participating in the U.S. export transactions by any federal agency of the U.S. government; or (ii) intended to be used for any purpose prohibited by Export Laws, including, without limitation, nuclear, chemical, or biological weapons proliferation.

 

16.10 The ARM Technology provided under this TLA consists solely of commercial items. LICENSEE shall be responsible for ensuring that any ARM Technology provided to the US Government in accordance with the terms of this TLA is provided with the rights and restrictions described elsewhere herein.

 

16.11 Except as expressly stated in this TLA, the Contracts (Rights of Third Parties) Act 1999 and any legislation amending or replacing that Act shall not apply in relation to this TLA or any agreement, arrangement, understanding, liability or obligation arising under or in connection with this TLA and nothing in this TLA shall confer on any third party the right to enforce any provision of this TLA.

 

16.12 The validity, construction and performance of this TLA shall be governed by English Law.

IN WITNESS WHEREOF the parties have caused this TLA to be executed by their duly authorised representatives:

 

ARM LIMITED:     APPLIED MICRO CIRCUITS CORPORATION:
SIGNED:  

/s/

    SIGNED:  

/s/

NAME:  

Graham Budd

    NAME:  

[…***…]

TITLE:  

Chief Operating Officer

    TITLE:  

[…***…]

DATE:  

8 Apr 2009

    DATE:  

03-31-09

 

NH/MG   13 of 18   ARM/AMCC


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Under 17 C.F.R. §§ 200.80(b)(4)

and 240.24b-2

 

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Annex 1

 

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and 240.24b-2

 

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Annex 2

Rules for Trademark Usage

 

1. On Die Encapsulation

 

  1.1 Except as set out in Clause 1.2, if Licensee is distributing ARM Compliant Products Licensee shall apply the Trademark identified in Section 6 Part A of each Annex 1 to the die encapsulation (i.e. die package) of each unit of ARM Compliant Product.

 

  1.2 Licensee shall not be obliged to apply the Trademark identified in Section 6 Part A of each Annex 1 to the die encapsulation of each unit of ARM Compliant Product if;

 

  1.2.1 Licensee provides written evidence to ARM that Licensee’s customer has requested that the die encapsulation of each unit of ARM Compliant Product is to bear no trade marks whatsoever; or

 

  1.2.2 Licensee provides written evidence to ARM that Licensee’s customer has requested that the die encapsulation of each unit of ARM Compliant Product is to bear only the trademark of such customer; or

 

  1.2.3 the size of the die encapsulation physically prohibits the application of both Licensee’s trademark and the Trademark identified in Section 6 Part A of each Annex 1 when such marks are scaled to occupy the same area.

 

  1.3 Where Licensee distributes ARM Compliant Products to an Intermediary, the packaging of each unit of such ARM Compliant Product so distributed must bear a mark which unambiguously identifies Licensee as the manufacturing source of the ARM Product. If the packaging of the ARM Compliant Product cannot accommodate Licensee’s mark because of size limitations, then Licensee shall include a prominent statement indicating that Licensee is the manufacturing source of the ARM Compliant Product (e.g. “Manufactured by [Licensee identity] under licence from ARM Limited”) in substantially all advertising material and promotional, technical or other documentation, including press releases, associated with the ARM Compliant Product and Licensee shall oblige any Intermediary to do the same.

Where; “Intermediary” means any third party to whom Licensee distributes an ARM product and who is not an End User and “End User” means any person or other legal entity which licenses an ARM Compliant Product for its own personal use or for use in the ordinary course of its business but not for onward sale, distribution or sublicensing.

 

  1.4 Except as agreed in writing by ARM, any application by Licensee of the Trademark identified in Section 6 Part A of each Annex 1 shall be in accordance with the Logo Design Guide set out in Exhibit A of this Schedule.

 

2. On Product Packaging, Documentation, Copy, and Websites

 

  2.1 ARM Powered Logo (Exhibit B)

 

  (a) Licensee may apply the Trademark identified in Section 6 Part B of each Annex 1 in a prominent place, to any product packaging for End User products containing an ARM Compliant Product distributed under licence from ARM.

 

  (b) Licensee may apply the Trademark identified in Section 6 Part B of each Annex 1 to any advertising or promotional material for, or relating to, any End User product containing an ARM Compliant Product distributed under licence from ARM.

 

  (c) Licensee may apply the Trademark identified in Section 6 Part B of each Annex 1 to the page(s) of Licensee’s web site relating to any End User product containing an ARM Compliant Product distributed under license from ARM.

 

  2.2 ARM Corporate Signature (Exhibit C)

 

  (a) Licensee shall apply the Trademark identified in Section 6 Part C of each Annex 1 in a prominent place, to any technical documentation for, or relating to, any ARM Compliant Product distributed under licence from ARM.

 

  (b) Licensee may apply the Trademark identified in Section 6 Part C of each Annex 1 to any advertising or promotional material for, or relating to, any ARM technology or to the Company, ARM Limited.

 

  (c) Licensee shall apply the Trademark identified in Section 6 Part C of each Annex 1 to the page(s) of Licensee’s web site relating to any ARM Compliant Product distributed under license from ARM.

 

NH/MG   15 of 18   ARM/AMCC


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and 240.24b-2

 

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  (d) The Trademark identified in Section 6 Part C of each Annex 1 may only be used as a logo to identify ARM (including ARM Holdings plc, its operating company ARM Limited, and the regional subsidiaries).

 

  2.3 ARM Connect Community Partner Logo (Exhibit D)

 

  (a) Licensee may apply the Trademark identified in Section 6 Part D of each Annex 1 to any advertising or promotional material for, or relating to, Licensee’s business relationship with ARM.

 

  (b) Licensee may apply the Trademark identified in Section 6 Part D of each Annex 1 in a prominent place, to any technical documentation for, or relating to, any ARM Compliant Product distributed under licence from ARM.

 

  2.4 Licensee may use either of the Trade Marks identified in Section 6 Part C or Part D of each Annex 1 to create a hyperlink between the primary page of Licensee’s website and the primary page of ARM’s website.

 

  2.5 Any use or application by Licensee of the Trade Marks identified in Section 6 Part B, Part C or Part D of each Annex 1 shall be in accordance with; (i) the Logo Design Guide set out in Exhibit B, Exhibit C, or Exhibit D as relevant of this Schedule; and (ii) with guidelines set forth in Clause 3 of this Schedule and other accepted trademark use standards.

 

  2.6 The Trade Marks identified in Section 6 Part B, Part C and Part D of each Annex 1 may only be used as logos and may not be incorporated into a body of text.

 

  2.7 Other Trade Marks

 

  (a) Licensee shall apply the appropriate Trademark from those identified in Section 6 Part E of each Annex 1 to any advertising material or promotional, technical or other documentation relating to any ARM Compliant Product containing such ARM technology distributed by Licensee under licence from ARM.

 

  (b) Licensee may apply the appropriate Trademark from those identified in Section 6 Part E of each Annex 1 to any product packaging of any product containing such ARM technology and distributed by Licensee under licence from ARM.

 

  (c) Licensee shall apply the Trade Marks identified in Section 6 Part E of each Annex 1 to the page(s) of Licensee’s website relating to any ARM Compliant Product distributed under licence from ARM.

 

  (d) Any use of the Trade Marks identified in Section 6 Part E of each Annex 1 by Licensee shall be in accordance with the guidelines set forth in Clause 3 of this Schedule and other accepted trademark use standards.

 

3. Use Guidelines

 

  3.1 Where any registered Trademark is applied to any product packaging, advertising material or promotional, technical or other documentation relating to any product distributed under license from ARM, then for each prominent use and the first use in any text of any such mark the mark must appear with the symbol “®” at the upper right corner of the mark.

 

  3.2

Where any unregistered Trademark is applied to any product packaging, advertising material and promotional, technical or other documentation relating to any product distributed under licence from ARM, then for each prominent use and the first use in any text of any such mark the mark must appear with the symbol “” at the upper right corner of the mark.

 

  3.3 Licensee shall not adopt, use, or attempt to register any trademark which is confusingly similar to any ARM trademark

 

  3.4 Licensee shall use trade marks only in the form in which they have been registered or are being claimed. To maintain the integrity of a trademark, Licensee shall never use it in a possessive, plural, hyphenated, or abbreviated form; never alter it by adding letters or numbers or incorporating it into another word; always use the proper spelling, punctuation, capitalization, and font type.

 

  3.5 Licensee shall never alter a Trademark

Correct: Use an ARM® PrimeCell® peripheral.

Incorrect: Add a PrimeCell® peripheral to your ARMory.

 

NH/MG   16 of 18   ARM/AMCC


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and 240.24b-2

 

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  3.6 Licensee shall use proper capitalization for a Trademark

Correct: ARM®

Incorrect: Arm®

 

  3.7 Licensee shall always use the appropriate descriptive generic noun written in lowercase letters after a Trademark

Correct: ARM® core

Incorrect: ARM® Core

 

  3.8 Licensee shall use a Registered Trademark Symbol (®) when Using “ARM” as a Trademark or Brand Name, but Not as a Trade Name

Correct: ARM announces its new line of ARM® developer tools.

Incorrect: ARM® Corporation.

 

  3.9 Licensee shall include appropriate notices in substantially the following form on any product packaging, advertising material and promotional, technical or other documentation relating to any product distributed under licence from ARM if such material contains an ARM Trademark;

For registered Trade Marks: “[Cite Trademark(s)] is [are] the registered trademark(s) of ARM Limited in the EU and other countries.

For unregistered Trade Marks: “[Cite Trademark(s)] is [are] the trademark(s) of ARM Limited in the EU and other countries.

 

  3.10 Licensee shall always use the appropriate symbols with a trademark in a heading, as well as on the first occurrence of the trademark in a text. The same standards apply to attributing trade marks on a Web page. Since each Web page has the potential to be viewed individually, trademark symbols should be used on each page, even if part of a multipage section or site. Licensee shall attribute trade marks on the first occurrence within sidebars, charts, tables, graphics, diagrams, marketing slides, banners, “Related information” links, and other links on a Web page, because these elements have greater potential to be read or placed independently.

 

  3.11 In addition to the rules set out above ARM may provide Licensees with additional instructions relating to the use of the Trade Marks from time to time which Licensee shall follow in its future use of the Trade Marks.

 

NH/MG   17 of 18   ARM/AMCC


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and 240.24b-2

 

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Logo Design Guide

 

LOGO

The marks must appear exactly as shown in this Logo Design Guide; the elements, proportions and relationships must not change. The marks are available in stat repro form and in .eps for Macintosh or .WMF for PC platforms. These formats ensure the highest possible reproduction quality. However, should you need another format for a specific project, please contact your local ARM office for advice.

When produced in colour, the mark should be printed in Pantone 314 blue. Process colour reproduction may not match Pantone-identified solid colour standards. When specifying the colour of the mark with process inks, the correct mix is:

 

Cyan    100   
Magenta    0   
Yellow    8.5   
Black    34   

 

 

Do not alter or deform the shape of the marks.

 

 

Do not replace the logotype with a different typeface or attempt to mimic the logotype typeface.

 

 

Do not place competing visual elements (including but not limited to other Trade Marks) close to the marks.

 

 

Do not set type near to the marks that could be construed as a corporate slogan or motto.

 

NH/MG   18 of 18   ARM/AMCC


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30 June, 2010   Confidential   LEC-ANX-02052-V7.0

ANNEX 1

AMCC

ARM V8-A ARCHITECTURE

 

 

 

TLA Number    [...***...]
Legal Counsel    [...***...]
Annex Effective Date    14 July 2010

This Annex, when signed by both parties, shall form part of and be incorporated into the Technology Licence Agreement (“TLA”) between the parties (document reference as identified in the table above). Solely for the purposes of interpretation of the TLA with respect to this Annex 1, to the extent that the provisions contained in this Annex 1 conflict with any of the provisions of the TLA the provisions contained in this Annex 1 shall prevail over and shall supersede the conflicting provisions in the TLA. Any change, deletion or amendment to this Annex 1 shall only be effective if agreed upon in writing by the parties hereto.

 

AP/MH     ARM/AMCC
Copyright © 2012, ARM Limited. All Rights Reserved   Page 1 of 17  


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SECTION 1 – ARM TECHNOLOGY

Key to Disclosure Rights

 

[…***…]    […***…]
[…***…]    […***…]
[…***…]    […***…]
[…***…]    […***…]
[…***…]    […***…]

Key to Delivery Date Releases

 

[…***…]    […***…]

For the Documentation

 

[…***…]    […***…]
[…***…]    […***…]
[…***…]    […***…]

For the AVS

 

[…***…]    […***…]
[…***…]    […***…]
[…***…]    […***…]

 

AP/MH     ARM/AMCC
Copyright © 2012, ARM Limited. All Rights Reserved   Page 2 of 17  


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and 240.24b-2

 

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Subsection 1 – […***…] Deliverables

PART A TECHNICAL REFERENCE DOCUMENTS

 

Part Number

  

Description

  

Disclosure Rights

  

Delivery Date

[…***…]    […***…]    […***…]    […***…]
[…***…]    […***…]    […***…]   
[…***…]    […***…]    […***…]   

PART B ARCHITECTURE VALIDATION

 

Part Number

  

Description

  

Disclosure Rights

  

Delivery Date

[…***…]    […***…]    […***…]    […***…]

Subsection 2 – […***…] Deliverables

PART A – TECHNICAL REFERENCE DOCUMENTS

 

Part Number

  

Description

  

Disclosure Rights

  

Delivery Date

[…***…]    […***…]    […***…]    […***…]
[…***…]    […***…]    […***…]   
[…***…]    […***…]    […***…]   
[…***…]    […***…]    […***…]   

 

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Copyright © 2012, ARM Limited. All Rights Reserved   Page 3 of 17  


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and 240.24b-2

 

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SECTION 2 - LICENCE AND SPECIAL CONDITIONS

 

A. Definitions

 

A.1 […***…]

 

A.6 “Architecture Compliant Core” […***…]

 

A.7 “Architecture Reference Manuals” means […***…]

 

A.8 “ARM Architecture” means […***…].

 

A.9 “ARM Compliant Product” means […***…].

 

A.10 […***…]” means . […***…].

 

A.11 “ARM Instruction Sets” means […***…].

 

A.12 “ARM Intellectual Property” means; (i) any Intellectual Property in the ARM Technology owned or controlled by ARM and (ii) any Necessary Claims in patents owned or controlled by ARM.

 

A.13 “ARM Licensee” means any party, together with any affiliates of such party, that has entered into a written agreement with ARM under which ARM grants such party certain rights to products developed by or for ARM.

 

A.14 “ARM Technology” means […***…].

 

A.15 […***…].

 

A.16 […***…].

 

A.19 ASIC” means an application-specific integrated circuit customized for a particular use, rather than intended for general-purpose use.

 

A.20 “Assert” or “Assertion” means to bring an action of any nature before any legal, judicial, arbitral, administrative, executive or other type of body or tribunal that has, or claims to have, authority to adjudicate such action in whole or in part.

 

A.21 […***…]

 

A.22 […***…]

 

A.24 “Designer” means (i) Veloce Technologies, Inc., located at 20813 Stevens Creek Blvd., Suite 100, Cupertino, CA 95014, an entity sub-contracted by LICENSEE to provide design resource exclusively to LICENSEE; […***…]

 

A.25 […***…]

 

A.26 “Documentation” means the Architecture Reference Manuals and any ARM documentation referenced in the documentation identified in Section 1 Subsection 1 Part A and Section 1 Subsection 2 Part A.

 

A.27 […***…]

 

A.35 “LICENSEE Patents” means all classes or types of patents, utility models and design patents (including without limitation, originals, divisions, continuations, continuations-in-part, extensions or reissues thereof) and any equivalent rights that are owned or controlled by LICENSEE that have an earliest effective filing date prior to the date of the end of the period ending […***…]

 

A.36 “Necessary Claims” means those claims in any patent which, without the appropriate permission of the entity which owns or controls the patent, will be […***…].

 

A.37 “Programmer’s Model” means the programmer’s model for the ARM Architecture as more fully described in the Architecture Reference Manuals.

 

A.38 […***…].

 

B. Licence and Licence Restrictions

 

B.1 Subject to the provisions of Clause 3 (Confidentiality) of the TLA and the provisions in this Section 2, ARM hereby grants, to LICENSEE, under the ARM Intellectual Property, a non-transferable (subject to Clause 16.3 of the TLA), non-exclusive, world-wide licence for the Term solely in the Field of Use to;

ARM v8-A Architecture Compliant Core

 

  (i) use, copy and modify the Documentation for the purposes of […***…]

 

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  (ii) use, copy and modify the Documentation for […***…]

 

  (iii) use and copy the AVS […***…]

 

  (iv) use, copy and modify […***…];

 

  (v) manufacture and have manufactured […***…];

 

  (vi) test and have tested […***…];

 

  (vii) sell, supply and distribute […***…]; and

 

  (viii) supply and distribute documentation for […***…].

License Restrictions

 

B.2 LICENSEE’s use of the ARMv7-A Architecture Deliverables under the licences granted in Clause B.1 above is […***…]

 

C. Non-[…***…]

 

C.1 LICENSEE hereby agrees that […***…].

 

C.2 LICENSEE hereby agrees that […***…]

 

C.3 LICENSEE hereby agrees that […***…].

 

D. Included Technology

 

D.1 During Term, ARM shall provide notice to LICENSEE of the availability of any Included Technology as soon as reasonably possible after such technology is Released.

 

D.2 In respect of any Included Technology Released by ARM, LICENSEE may submit a request (“Technology Request”) requiring ARM to deliver the relevant Included Technology to LICENSEE. As soon as reasonably possible after receipt of the Technology Request the parties shall enter into an Annex 1 for the relevant Included Technology which shall be substantially similar (except for the deliverables and any contractual provisions that ARM is obligated to incorporate by a third party), to this Annex 1, and ARM shall deliver to LICENSEE the Included Technology as set forth in Section 1 of the relevant Annex 1.

 

E. Confidentiality

 

E.1 For the purposes of this Annex 1, Clauses 3.2 and 3.5 of the TLA are hereby replaced in their entirety by the following:

Permitted Disclosure to Manufacturers

 

3.2 LICENSEE may disclose the (i) the ARM Technology marked “M” in any Annex 1 and any translation, modification, compilation, abridgement or other form in which the ARM Technology marked “M” has been recast, transformed or adapted; (ii) any GDSII created by or for LICENSEE from the ARM Technology licensed under this Annex 1; and (iii) any masks created from the GDSII by or for LICENSEE, to a Manufacturer pursuant to the exercise of any have manufactured rights (if granted in Section 2 of the relevant Annex 1) solely for the purposes of having ARM Compliant Products manufactured for LICENSEE by such third party and under a non-disclosure agreement containing substantially similar terms to this Clause 3, except that the confidentiality period for each deliverable shall be, […***…].

Permitted Disclosure to Test Houses

 

3.5

LICENSEE may disclose (i) the ARM Technology marked “T” in any Annex 1 and any translation, modification, compilation, abridgement or other form in which the ARM Technology marked “T” has been recast, transformed or adapted; and (ii) any ATPG test vectors created by or for LICENSEE from the ARM

 

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  Technology licensed under this Annex 1, to a Test House pursuant to the exercise of the have tested rights (if granted in Section 2 of the relevant Annex 1) solely for the purposes of having ARM Compliant Products tested for LICENSEE by such third party and under a non-disclosure agreement containing substantially similar terms to this Clause 3, except that the confidentiality period for each deliverable shall be, at a minimum, five (5) years from the date of disclosure.

 

F. Functionality Warranty

 

F.1 For the purposes of this Annex 1, Clause 10.2 of the TLA is hereby replaced in its entirety by the following:

 

10.2 ARM warrants to LICENSEE that the ARM Technology will; (i) be sufficient to allow a person reasonably skilled in the art to design an Architecture Compliant Core; and (ii) be documented in a manner consistent with applicable industry standards.

 

G. Intellectual Property Indemnities

 

G.1 For the purposes of this Annex 1, Clause 12.2 and Clause 12.4 of the TLA are hereby replaced in their entirety with the following:

 

12.2 ARM shall have no liability under Clause 12.1 for; (i) any design implementation by LICENSEE except to the extent that and only to the extent that such implementation infringes Necessary Claims (as defined in this Annex 1); (ii) any infringement arising from the combination of the ARM Technology with other products not supplied by ARM if such infringement would not have occurred but for such combination; (iii) any infringement arising from the modification by LICENSEE of the ARM Technology if such infringement would not have occurred but for such modification; (iv) any infringement arising from the process of synthesizing any ARM Technology including but not limited to the use by LICENSEE of LICENSEE’s or LICENSEE’s agent’s cell libraries if such infringement would not have occurred but for the application of such process; or (v) any infringement arising from any manufacturing process applied to the ARM Technology by LICENSEE if such infringement would not have occurred but for the application of such process; or (vi) any loss arising from any suit brought by a third party against LICENSEE based upon a claim that any of the ARM Technology delivered by ARM to LICENSEE under this TLA infringes a patent owned by such third party where such claim has been made by such third party in response to an initial claim by LICENSEE that such third party infringes any patent owned or controlled by LICENSEE.

 

12.4 If a suit against ARM is based in whole or in part upon a claim that any of the ARM Technology delivered by ARM to LICENSEE under this TLA, when used in accordance with this TLA, infringes any third party Intellectual Property because of; (i) infringement (excluding infringement of any Necessary Claims) by a design implementation by LICENSEE; (ii) the combination of the ARM Technology with other products not supplied by ARM if such infringement would not have occurred but for such combination; (iii) the modification by LICENSEE of the ARM Technology if such infringement would not have occurred but for such modification; (iv) the process of synthesizing any ARM Technology including but not limited to the use by LICENSEE of LICENSEE’s or LICENSEE’s agent’s cell libraries if such infringement would not have occurred but for the application of such process; or (iv) any manufacturing process applied to the ARM Technology by LICENSEE if such infringement would not have occurred but for the application of such process, then LICENSEE agrees, subject to the limitations of Clause 13.2(B), to defend and indemnify ARM, at LICENSEE’s expense, and to pay costs and damages finally awarded in any such suit or agreed in any settlement, but only to the extent such suit relates to any of (i) to (iv) above, provided that; (i) LICENSEE is promptly notified by ARM, in writing, of any threats, claims and proceedings related thereto; (ii) LICENSEE has sole control of the defence and any settlement thereof; (iii) ARM does not make any admission of liability nor settle or otherwise compromise any such claim without LICENSEE’s prior written consent; (iv) ARM furnishes to LICENSEE, upon request, any information available to LICENSEE relating to the defense of such claim; and (v) ARM provides reasonable assistance to LICENSEE ARM in the defense of such claim. AMCC shall have no liability under this Clause 12.4 in respect of any suit brought by a third party based in whole or in part upon a claim that any of the ARM Technology delivered by ARM to LICENSEE under this TLA infringes a patent owned by such third party where such claim has been made by such third party in response to an initial claim by ARM that such third party infringes any patent owned or controlled by ARM.

 

H. Limitation of Liability

 

H.1 For the purposes of this Annex 1, Clause 13.2 of the TLA is hereby replaced in its entirety with the following:

 

13.2 (A) NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS TLA, THE MAXIMUM LIABILITY OF ARM TO LICENSEE IN AGGREGATE FOR ALL CLAIMS MADE AGAINST ARM IN CONTRACT TORT OR OTHERWISE UNDER OR IN CONNECTION WITH THE SUBJECT MATTER OF THE ANNEX 1 FOR THE ARM V8-A ARCHITECTURE […***…]. THE EXISTENCE OF MORE THAN ONE CLAIM OR SUIT WILL NOT ENLARGE OR EXTEND THE LIMIT. LICENSEE RELEASES ARM FROM ALL OBLIGATIONS, LIABILITY, CLAIMS OR DEMANDS IN EXCESS OF THIS LIMITATION.

 

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(B) NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS TLA, […***…].

 

I. Lead Partner Provisions

 

I.1 As at the Annex Effective Date, the ARM Technology is still in development and, as a lead partner, LICENSEE will have access to the Development Releases and will be able to provide feedback on the ARM Technology and its proposed implementation at the micro-architecture level. LICENSEE recognises the importance to ARM of ARM being able to licence its products generally, and therefore agrees that:

(i) until such ARM Technology is delivered to LICENSEE in Early Access Release form, ARM at its discretion can reuse any suggestions, comments, feedback, ideas, or know-how (whether in oral or written form) provided to ARM in respect of the ARM Architecture (“Input”) in accordance with the licenses granted under […***…].

(ii) once the ARM Technology is delivered to LICENSEE in Early Access Release form, the parties agree that any suggestions, comments, feedback, ideas, or know-how provided to ARM by LICENSEE in respect of the ARM Architecture must first be summarized in writing (“Written Input”) and submitted by the LICENSEE’s technical contact identified below to ARM’s technical contract identified below. Only Written Input submitted by LICENSEE to ARM shall be considered to be licensed to ARM in accordance with the licenses granted under […***…].

 

ARM Technical Contact

  

LICENSEE Technical Contact

[…***…]    […***…]
[…***…]   

 

I.2 ARM agrees to deliver to LICENSEE the Development Releases to enable LICENSEE to begin early development of the Architecture Compliant Cores. […***…]

 

I.3 […***…]

 

I.4 […***…]

 

J. Option to Modify Field of Use

 

J.1 […***…]

 

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SECTION 3 VERIFICATION

 

1. Verification

 

1.1 […***…]

 

  1.1.1 Formulation and Execution of a Test Plan

[…***…]

AND

 

  1.1.2 Running the AVS

[…***…]

Pass

[…***…]

Fail

[…***…]

AND

 

  1.1.3 […***…]

Pass

[…***…]

Fail

[…***…]

 

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SECTION 4 – SUPPORT LIMITATION

 

4.1 Except as provided below, the maximum number of man hours that ARM shall be obligated to expend on any individual support case submitted to ARM by LICENSEE shall be […***…]

 

4.2 If ARM reasonably believes that […***…]

 

4.3 If a support case results […***…]

 

4.4 If ARM, at ARM’s discretion, determines that […***…]

 

4.5 If ARM agrees to provide support at […***…]

 

4.6 For the avoidance of doubt, ARM’s provision of the support and maintenance services described in Clause 7 of the TLA is solely in respect of the ARM Technology as delivered to LICENSEE. ARM shall have no obligation to provide support and maintenance services in respect of any Architecture Compliant Cores or ARM Compliant Products developed by LICENSEE.

 

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SECTION 5 - TRAINING REQUIREMENT

Not applicable.

SECTION 6 - TRADEMARKS

 

Trademark

  

Registered/ Unregistered

Part A

 

[…***…]    […***…]

Part B

 

[…***…]    […***…]

Part C

 

[…***…]    […***…]

Part D

 

[…***…]    […***…]

Part E

 

[…***…]    […***…]

Part F

 

[…***…]    […***…]

 

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SECTION 7 - TERM

 

7.1 Unless terminated earlier in accordance with the provisions of Clause 14 of the TLA, or unless LICENSEE makes an election under Clause 7.3 below, this Annex 1 shall continue in force for a period of five (5) years from the Annex Effective Date.

 

7.2 For the purposes of this Annex 1, Clause 15.3 of the TLA is hereby replaced in its entirety with the following

Annex 1 Expiry

 

15.3 Upon expiry of this Annex 1 in accordance with the provisions of Clause 14.3 of the TLA,

[…***…]

 

7.3. Option to Terminate

 

(i) If prior to the delivery by ARM to LICENSEE of the Early Access Release deliverables identified in Section 1, ARM is subject to […***…] (as defined herein), LICENSEE shall […***…]

For the purposes of this clause, […***…] a transaction or series of related transactions […***…] in which the […***…] more than […***…].

 

(ii) Upon termination of this Annex 1 in accordance with Clause 7.3(i) above, all licenses granted under Section 2 of this Annex 1 shall […***…]. LICENSEE shall, at ARM’s option, either destroy or return to ARM any such ARM Confidential Information, including any copies thereof in its possession and any such ARM Technology or derivatives (including any translation, modification, compilation, abridgement or other form in which the ARM Technology has been recast, transformed or adapted) thereof in its possession. Within one month after termination of this Annex 1 LICENSEE will furnish to ARM a certificate signed by a duly authorised representative of LICENSEE that to the best of his or her knowledge, information and belief, after due enquiry, LICENSEE has complied with provisions of this Clause.

 

7.4 Notwithstanding anything to the contrary in the TLA, upon termination or expiration of this Annex 1 or upon termination of the TLA by either party in accordance with the provisions of Clause 14 of the TLA, the provisions of Section 2 Clause C of this Annex 1 and any licenses granted pursuant to Section 2 Clause I.1 prior to such termination or expiration shall survive.

 

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SECTION 8 - FEES AND ROYALTIES

Subsection 1 - Fees

Table A - License Fees

 

Fee (Descriptor)

   US$        
     Due     Payable     Due Date
(Invoice Date)
 

[…***…]

     […***…     […***…     […***…
       […***…     […***…
       […***…     […***…
       […***…     […***…
       […***…     […***…
       […***…     […***…

[…***…]

     […***…     […***…     […***…

Support and Maintenance Fees

In respect of each year of the Term, in addition to the Licence Fee, LICENSEE shall pay to ARM annually the support and maintenance fees set out in the table below:

Table B – Support and Maintenance Fees

 

Fee (Descriptor)

   Due (US$)     Due Date
(Invoice Date)
 

[…***…]

     […***…     […***…

[…***…]

     […***…     […***…

[…***…]

     […***…     […***…

[…***…]

     […***…     […***…

[…***…]

     […***…     […***…

In the event LICENSEE wishes to obtain support and maintenance services from ARM for Year 6, LICENSEE shall notify ARM prior to the fifth anniversary of the Annex Effective Date and the parties shall negotiate in good faith the support and maintenance fee for Year 6, which shall not exceed US […***…] .

Subsection 2 - Royalties

 

Currency:    US Dollars
Due:    […***…]
Payable:    In accordance with the provisions of Clause 6 of the TLA.
Invoice Address:    […***…]
   Applied Micro
  

215, Moffett Park Drive

Sunnyvale, Ca 94089

 

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Calculation:

A. As partial consideration for the manufacturing licenses herein, for each unit of ARM Compliant Product distributed by LICENSEE, LICENSEE shall pay a Royalty calculated by multiplying the ASP for the ARM Compliant Product by the Royalty Rate determined from the following table, subject to part B below :

 

Cumulative Number of Units of

ARM Compliant Products

distributed by LICENSEE

  

Royalty Rate

% of ASP

  

ARM Compliant

Product containing an

Architecture Compliant

Core […***…]

  

ARM Compliant

Product containing

an Architecture

Compliant Core […***…]

  

ARM Compliant

Product containing

an Architecture

Compliant Core

with […***…]

[…***…]    […***…]    […***…]    […***…]
[…***…]    […***…]    […***…]    […***…]
[…***…]    […***…]    […***…]    […***…]

B. […***…]

C. […***…]

[…***…]

D. Except as otherwise provided in part B above, […***…]

 

Core

   % of
royalty
payable
 

[…***…]

     […***…

[…***…]

     […***…

[…***…]

     […***…

[…***…]

     […***…

[…***…]

     […***…

[…***…]

Example 1:

[…***…]

Example 2: […***…]

 

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ROYALTY REPORT

Form of Royalty Report

 

Send to: The address for ARM set out in the TLA via first class mail and to royaltyreports@arm.com via email.

 

LICENSEE  

 

 
LICENSEE contact  

 

 
Quarter for which report relates to  

 

 

Table 1

 

Part Number

  

Intended Application

  

Number of Units of ARM
Compliant Product
distributed by LICENSEE
in Quarter

  

Number of cores in each
ARM Compliant Product

  

ASP(US$)

    

Applicable
Royalty Rate

   

Royalty
Due

 
            $ XXX         X   $ XXX   
            $ XXX         X   $ XXX   

Table 2

 

Part Number

  

Intended Application

  

Estimated Number of Units of ARM
Compliant Product distributed by
LICENSEE in Next Calendar
Quarter

  

ASP (US$)

    

Applicable
Royalty Rate

   

Royalty
Due

 
         $ XXX         X   $ XXX   
         $ XXX         X   $ XXX   

The information provided in Table 2 shall be non-binding, supplied in good faith and treated as LICENSEE’s Confidential Information.

 

AP/MH     ARM/AMCC
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SECTION 9 - MARKETING

Except as expressly provided below, neither party shall engage in any marketing activity relating to the ARM Technology licensed under this Annex 1 or to the existence of this Annex 1, without the prior written agreement of the other party.

Notwithstanding anything to the contrary contained in the TLA, […***…]

The parties shall mutually agree the timing, terms and method of issuance of a written announcement, which may be a press release, relating to the technology licensed under this Annex 1 and the relationship of the parties.

All communications for the above marketing activities shall be sent to the following contacts

 

ARM Marketing Contact

  

LICENSEE Marketing Contact

Director of Corporate Communications    […***…]
CommsDirector@arm.com   
110 Fulbourn Road   
Cambridge   
CB1 9NJ   

SECTION 10 – […***…] PATENTS

 

[…***…]

  

[…***…]

[…***…]    […***…]
[…***…]    […***…]
[…***…]    […***…]
[…***…]    […***…]
[…***…]    […***…]
[…***…]    […***…]
[…***…]    […***…]
[…***…]    […***…]
[…***…]    […***…]
[…***…]    […***…]
[…***…]    […***…]
[…***…]    […***…]
[…***…]    […***…]
[…***…]    […***…]
[…***…]    […***…]
[…***…]    […***…]
[…***…]    […***…]
[…***…]    […***…]
[…***…]    […***…]
[…***…]    […***…]
[…***…]    […***…]

 

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[…***…]    […***…]
[…***…]    […***…]
[…***…]    […***…]
[…***…]    […***…]
[…***…]    […***…]
[…***…]    […***…]
[…***…]    […***…]
[…***…]    […***…]
[…***…]    […***…]
[…***…]    […***…]
[…***…]    […***…]
[…***…]    […***…]
[…***…]    […***…]
[…***…]    […***…]
[…***…]    […***…]
[…***…]    […***…]
[…***…]    […***…]
[…***…]    […***…]
[…***…]    […***…]
[…***…]    […***…]
[…***…]    […***…]
[…***…]    […***…]
[…***…]    […***…]
[…***…]    […***…]
[…***…]    […***…]
[…***…]    […***…]
[…***…]    […***…]
[…***…]    […***…]
[…***…]    […***…]

 

AP/MH     ARM/AMCC
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IN WITNESS WHEREOF the parties have caused this Annex 1 to be signed by their duly authorised representative:

 

ARM LIMITED     APPLIED MICRO CIRCUITS CORPORATION
BY:  

/s/

    BY:  

/s/

NAME:  

Tudor Brown

    NAME:  

[…***…]

TITLE:  

President

    TITLE:  

[…***…]

DATE:  

20.7.10

    DATE:  

07/09/10

 

AP/MH     ARM/AMCC
Copyright © 2012, ARM Limited. All Rights Reserved   Page 17 of 17  
EX-10.70 7 d238010dex1070.htm AMENDMENT ONE TO TECHNOLOGY LICENSE AGREEMENT Amendment One to Technology License Agreement

Exhibit 10.70

*** Text Omitted and Filed Separately

Confidential Treatment Requested

Under 17 C.F.R. §§ 200.80(b)(4)

and 240.24b-2

 

31 March, 2010   CONFIDENTIAL   LEC-LTR-15244-V2.0

This amendment (“Amendment One”) is effective from the 31 day of March 2010 (“Effective Date”)

BETWEEN

ARM LIMITED whose registered office is situated at 110 Fulbourn Road, Cambridge CB1 9NJ, England (“ARM”);

and

APPLIED MICRO CIRCUITS CORPORATION, whose principal place of business is situated at 215 Moffett Park Drive, Sunnyvale, CA 94089 (“AMCC”).

WHEREAS

 

A. This Amendment refers to and amends the terms and conditions of the Technology License Agreement document number LEC-TLA-00606-V6.0 entered into between the parties on March 31, 2009 (the “Agreement”).

 

B. The parties wish to modify certain provisions of the Agreement.

NOW THEREFORE for good and valuable consideration, the receipt and sufficiency of which are acknowledged, the parties hereby agree as follows:

 

  1. All definitions contained in the Agreement shall have the same meanings and apply to this Amendment One.

 

  2. All amendments to the Agreement as set out in this Amendment One shall be effective solely in respect of ARM Technology licensed under the Agreement as of the Effective Date of Amendment One. None of the amendments shall apply in respect of any ARM Technology licensed under the Agreement prior to the Effective Date of Amendment One.

 

  3. Delete Clause 12.1 of the Agreement in its entirety and replace it with the following new Clause 12.1:

 

12.1 Except as provided under Clause 12.2, in the event of a suit against LICENSEE based upon a claim that the Trade Marks or any of the ARM Technology delivered by ARM to LICENSEE under this TLA and relevant Annex 1, when used in accordance with the provisions of this TLA and relevant Annex 1 (including but not limited to such ARM Technology instantiated in an integrated circuit), infringes any third party Intellectual Property, ARM agrees, subject to the limitations of Clauses 13.1 and 13.2(A), to defend and indemnify LICENSEE, at ARM’s expense, and to pay costs and damages finally awarded in any such suit or agreed in any settlement, provided that; (i) ARM is promptly notified by LICENSEE, in writing, of any threats, claims and proceedings related thereto; (ii) ARM has sole control of the defence and any settlement thereof; (iii) LICENSEE does not make any admission of liability nor settle or otherwise compromise any such claim without ARM’s prior written consent; (iv) LICENSEE furnishes to ARM, upon request, any information available to LICENSEE relating to the defense of such claim; (v) LICENSEE provides reasonable assistance to ARM in the defense of such claim; and (vi) LICENSEE ceases use of the ARM Technology which is the subject of the infringement claim promptly upon receipt from ARM of any non-infringing replacement for such ARM Technology, where “promptly” means (a) immediately in respect of any new design or derivatives which have not been taped out and (b) within nine (9) months of receipt of such non-infringing replacement in respect of any existing designs which have been taped out. THE FOREGOING STATES THE ENTIRE LIABILITY OF ARM WITH RESPECT TO INFRINGEMENT BY THE TRADE MARKS OR THE ARM TECHNOLOGY OF ANY THIRD PARTY INTELLECTUAL PROPERTY.

 

  4. Delete Clause 12.2 of the Agreement in its entirety and replace it with the following new Clause 12.2:

 

12.2

ARM shall have no liability under Clause 12.1 in respect of; (i) any infringement arising from; (a) the combination of the ARM Technology with other products not supplied by ARM if such infringement would not have occurred but for such combination; (b) any modification of the ARM Technology by or for LICENSEE if such infringement would not have occurred but for such modification; (c) the process of synthesizing any ARM Technology including but not limited to the use by LICENSEE of LICENSEE’s or LICENSEE’s agent’s cell libraries if such infringement would not have occurred but for the application of such process; or (d) any manufacturing process applied to the ARM Technology by LICENSEE if such infringement would not have occurred but for the application of such process; or (ii) any suit brought by a third party against LICENSEE based upon a claim that any of the ARM Technology delivered by ARM to LICENSEE under this TLA

 

AP/MH    Page 1 of 3    ARM /AMCC


*** Text Omitted and Filed Separately

Confidential Treatment Requested

Under 17 C.F.R. §§ 200.80(b)(4)

and 240.24b-2

 

31 March, 2010   CONFIDENTIAL   LEC-LTR-15244-V2.0

 

  (including but not limited to such ARM Technology instantiated in an integrated circuit) infringes a patent owned by such third party where such claim has been made by such third party in response to an initial claim by LICENSEE that such third party infringes any patent owned or controlled by LICENSEE.

 

  5. Delete Clause 12.4 of the Agreement in its entirety and replace it with the following new Clause 12.4:

 

12.4 If a suit against ARM is based in whole or in part upon a claim that any of the ARM Technology delivered by ARM to LICENSEE under this TLA, when used in accordance with this TLA (including but not limited to such ARM Technology instantiated in an integrated circuit), infringes any third party Intellectual Property because of; (i) the combination of the ARM Technology with other products not supplied by ARM if such infringement would not have occurred but for such combination; (ii) the modification by LICENSEE of the ARM Technology if such infringement would not have occurred but for such modification; (iii) the process of synthesizing any ARM Technology performed by or for LICENSEE including but not limited to the use by LICENSEE of LICENSEE’s or LICENSEE’s agent’s cell libraries if such infringement would not have occurred but for the application of such process; or (iv) any manufacturing process applied to the ARM Technology by LICENSEE if such infringement would not have occurred but for the application of such process, then LICENSEE agrees, subject to the limitations of Clause 13.2(B), to defend and indemnify ARM, at LICENSEE’s expense, and to pay costs and damages finally awarded in any such suit or agreed in any settlement, but only to the extent such suit relates to any of (i) to (iv) above, provided that; (i) LICENSEE is promptly notified by ARM, in writing, of any threats, claims and proceedings related thereto; (ii) LICENSEE has sole control of the defence and any settlement thereof; (iii) ARM does not make any admission of liability nor settle or otherwise compromise any such claim without LICENSEE's prior written consent; (iv) ARM furnishes to LICENSEE, upon request, any information available to LICENSEE relating to the defense of such claim; and (v) ARM provides reasonable assistance to LICENSEE ARM in the defense of such claim. AMCC shall have no liability under this Clause 12.4 in respect of any suit brought by a third party based in whole or in part upon a claim that any of the ARM Technology delivered by ARM to LICENSEE under this TLA infringes a patent owned by such third party where such claim has been made by such third party in response to an initial claim by ARM that such third party infringes any patent owned or controlled by ARM

 

  6. Delete Clause 13.2 of the Agreement in its entirety and replace it with the following new Clauses 13.2A and 13.2B:

 

13.2 (A) NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS TLA, THE MAXIMUM LIABILITY OF ARM TO LICENSEE IN AGGREGATE FOR ALL CLAIMS MADE AGAINST ARM IN CONTRACT TORT OR OTHERWISE UNDER OR IN CONNECTION WITH THE SUBJECT MATTER OF EACH ANNEX 1 […***…]. THE EXISTENCE OF MORE THAN ONE CLAIM OR SUIT WILL NOT ENLARGE OR EXTEND THE LIMIT. LICENSEE RELEASES ARM FROM ALL OBLIGATIONS, LIABILITY, CLAIMS OR DEMANDS IN EXCESS OF THIS LIMITATION.

(B) NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS TLA, […***…].

 

  7. Except as specifically modified herein, all the terms and conditions of the Agreement shall remain in full force and effect.

 

AP/MH   Page 2 of 3   ARM /AMCC


*** Text Omitted and Filed Separately

Confidential Treatment Requested

Under 17 C.F.R. §§ 200.80(b)(4)

and 240.24b-2

 

31 March, 2010   CONFIDENTIAL   LEC-LTR-15244-V2.0

 

IN WITNESS WHEREOF the parties have caused this Amendment to be executed by their duly authorized representative:

 

ARM LIMITED      APPLIED MICRO CIRCUITS CORPORATION
BY  

/s/

     BY   

/s/

NAME  

Graham Budd

     NAME   

[…***…]

TITLE  

Chief Operating Officer

     TITLE   

[…***…]

DATE  

14 April 2010

     DATE   

03/31/10

 

AP/MH   Page 3 of 3   ARM /AMCC
EX-10.71 8 d238010dex1071.htm AMENDMENT TWO TO TECHNOLOGY LICENSE AGREEMENT Amendment Two to Technology License Agreement
   

Exhibit 10.71

 

*** Text Omitted and Filed Separately

Confidential Treatment Requested

Under 17 C.F.R. §§ 200.80(b)(4)

and 240.24b-2

 

20 April, 2010    CONFIDENTIAL    LEC-LTR-15398-V1.0

This amendment (“Amendment Two”) is effective from the 14 day of July 2010 (“Effective Date”)

BETWEEN

ARM LIMITED whose registered office is situated at 110 Fulbourn Road, Cambridge CB1 9NJ, England (“ARM”);

and

APPLIED MICRO CIRCUITS CORPORATION, whose principal place of business is situated at 215 Moffett Park Drive, Sunnyvale, CA 94089 (“AMCC”).

WHEREAS

 

A. This Amendment Two refers to and amends the terms and conditions of the Technology License Agreement document number LEC-TLA-00606-V6.0 entered into between the parties on March 31, 2009, as amended (the “Agreement”).

 

B. The parties wish to modify the assignment provision of the Agreement.

NOW THEREFORE for good and valuable consideration, the receipt and sufficiency of which are acknowledged, the parties hereby agree as follows:

 

  1. All definitions contained in the Agreement shall have the same meanings and apply to this Amendment Two.

 

  2. Delete Clause 16.3 of the Agreement in its entirety and replace it with the following new Clause 16.3:

 

16.3 Neither party shall assign or otherwise transfer this TLA or any of its rights and obligations hereunder whether in whole or in part without the prior written consent of the other, such consent not to be unreasonably delayed, conditioned, or withheld. Either party shall submit any request for consent to assign in writing and the other party shall after considering such request in good faith provide consent or refusal within ten (10) working days of receipt of such request. The recipient of a request to assign acknowledges that the existence and content of such a request is highly sensitive information and shall be treated as Confidential Information and may be disclosed only to those persons who need to know for the purposes of providing consent to it. An assignment shall be deemed to include, without limitation; (i) any transaction or series of transactions whereby a third party acquires, directly or indirectly, the power to control the management and policies of the party, whether through the acquisition of voting securities, by contract or otherwise; or (ii) the sale of more than fifty percent (50%) of the party’s assets whether in a single transaction or series of transactions.

 

  3. Except as specifically modified herein, all the terms and conditions of the Agreement shall remain in full force and effect.

IN WITNESS WHEREOF the parties have caused this Amendment Two to be executed by their duly authorized representative:

 

ARM LIMITED     APPLIED MICRO CIRCUITS CORPORATION
BY  

/s/

    BY  

/s/

NAME  

Tudor Brown

    NAME  

[…***…]

TITLE  

President

    TITLE  

[…***…]

DATE  

20/7/10

    DATE  

07/09/10

 

AP/MH   Page 1 of 1   ARM /AMCC
EX-10.72 9 d238010dex1072.htm AMENDMENT ONE TO TLA ANNEX 1 Amendment One to TLA Annex 1

Exhibit 10.72

*** Text Omitted and Filed Separately

Confidential Treatment Requested

Under 17 C.F.R. §§ 200.80(b)(4)

and 240.24b-2

 

02 August, 2010   CONFIDENTIAL   LEC-LTR-16000-V2.0

This amendment (“Amendment One”) is effective from the 17 day of August 2010 (“Effective Date”)

BETWEEN

ARM LIMITED whose registered office is situated at 110 Fulbourn Road, Cambridge CB1 9NJ, England (“ARM”);

and

APPLIED MICRO CIRCUITS CORPORATION whose principal place of business is situated at 215 Moffett Park Drive, Sunnyvale, CA 94089 (“AMCC”).

WHEREAS

 

  A. This Amendment One refers to and amends the terms and conditions of the Annex 1 for the ARM v8-A Architecture, document number LEC-ANX-02052 effective July 14, 2010 between ARM and AMCC (the “ARM v8 Annex”), which forms part of and is incorporated into the Technology License Agreement document number LEC-TLA-00606 entered into between the parties on March 31, 2009, as amended (the “TLA”).

 

  B. The parties wish to (i) add a deliverable; and (ii) clarify the disclosure rights of certain ARM Technology with respect to LICENSEE’s Designer identified as Veloce Technologies, Inc.

NOW THEREFORE for good and valuable consideration, the receipt and sufficiency of which are acknowledged, the parties hereby agree as follows:

 

  1. All definitions contained in the ARM v8 Annex and TLA shall have the same meanings and apply to this Amendment One.

 

  2. In Section 1 Subsection 1 of the ARM v8 Annex (“ARM v8-A Architecture Deliverables”), delete Part B in its entirety and replace it with the following:

PART B ARCHITECTURE VALIDATION

 

Part Number

  

Description

  

Disclosure Rights

  

Delivery Date

[…***…]    […***…]    […***…]    […***…]

 

(*) solely to the Designer identified as Veloce Technologies, Inc. Disclosure of the AVS is not permitted to any other Designer or third party.

 

  3. In Section 1 Subsection 2 of the ARM v8 Annex, add the following new Part B:

PART B ARCHITECTURE VALIDATION

 

Part Number

  

Description

  

Disclosure Rights

  

Delivery Date

[…***…]    […***…]    […***…]    […***…]

 

AP/MH    Page 1 of 2    ARM /AMCC


*** Text Omitted and Filed Separately

Confidential Treatment Requested

Under 17 C.F.R. §§ 200.80(b)(4)

and 240.24b-2

 

02 August, 2010   CONFIDENTIAL   LEC-LTR-16000-V2.0

 

(*) solely to the Designer identified as Veloce Technologies, Inc. Disclosure of the AVS is not permitted to any other Designer or third party.

 

  4. In Section 2 of the ARM v8 Annex, add the following to the end of Clause B.2 (“License Restrictions”):

[…***…]

 

  5. Add the following new Clause K to Section 2 of the ARM v8 Annex:

 

  K. Subcontracting Design

 

  K.1 For the purposes of this Annex 1, Clause 2.2 of the TLA is hereby replaced in its entirety by the following:

Subcontracting Design

 

2.2 Subject to the provisions of Clause 3 (Confidentiality), LICENSEE may exercise the right to have ARM Compliant Products designed by any Designer, provided that; (i) LICENSEE does not grant to the Designer any license in respect of the ARM Technology for any other purpose; and (ii) LICENSEE ensures that each Designer;

 

  (a) is subject to contractual obligations of confidentiality in respect of the ARM Confidential Information and ARM Technology which are in substantial accordance with the provisions of Clause 3.3;

 

  (b) is subject to a contractual obligation to deliver and assign the ownership of any and all work product and intellectual property embodied therein including any Input (as defined in Clause I.1 of Section 2 of this Annex) resulting from Designer’s access to and use of the ARM Confidential Information and ARM Technology solely to LICENSEE and not to use such work product for any other purpose; and

 

  (c) is subject to a contractual obligation to return any ARM Confidential Information and ARM Technology to LICENSEE on the earlier of; (1) the completion of the design; (2) the end of the contractual confidentiality period (in the agreement between LICENSEE and Designer) for the relevant ARM Confidential Information or ARM Technology; and (3) with respect to the ARMv7 AVS, the period specified in Section 2 Clause B.2 of this Annex.

If any Designer breaches the obligations imposed upon it pursuant to LICENSEE’s obligations under Clauses 2.2(ii)(a) to 2.2(ii)(b), LICENSEE agrees that such breach shall be treated as a material breach of this TLA by LICENSEE which shall entitle ARM to terminate this TLA in accordance with the provisions of Clause 14.2 and LICENSEE shall hold ARM harmless from and keep ARM indemnified against all and any loss, liability, costs, damages, expenses (including the fees of lawyers and other professionals), suffered, incurred or sustained as a result of or in relation to such breach.

 

  K.2 In respect of the Designer identified as Veloce Technologies, Inc., LICENSEE agrees that any ARM Confidential Information and ARM Technology received by Designer, whether received directly from LICENSEE or directly from ARM, shall be subject to the terms and conditions in Clause 2.2 of the TLA.

 

  6. Except as specifically modified herein, all the terms and conditions of the ARM v8 Annex shall remain in full force and effect.

IN WITNESS WHEREOF the parties have caused this Amendment One to be executed by their duly authorized representative:

 

  ARM LIMITED     APPLIED MICRO CIRCUITS CORPORATION
  BY  

/s/

    BY  

/s/

  NAME  

 

    NAME  

[…***…]

  TITLE  

 

    TITLE  

[…***…]

  DATE  

 

    DATE  

17 Aug 2010

 

AP/MH   Page 2 of 2   ARM /AMCC
EX-10.73 10 d238010dex1073.htm AMENDMENT TWO TO TLA ANNEX 1 Amendment Two to TLA Annex 1

Exhibit 10.73

*** Text Omitted and Filed Separately

Confidential Treatment Requested

Under 17 C.F.R. §§ 200.80(b)(4)

and 240.24b-2

 

01 October, 2010   CONFIDENTIAL   LEC-LTR-16599-V3.0

This amendment (“Amendment Two”) is effective from the 5 day of Oct 2010 (“Effective Date”)

BETWEEN

ARM LIMITED whose registered office is situated at 110 Fulbourn Road, Cambridge CB1 9NJ, England (“ARM”);

and

APPLIED MICRO CIRCUITS CORPORATION whose principal place of business is situated at 215 Moffett Park Drive, Sunnyvale, CA 94089 (“AMCC”).

WHEREAS

 

A. This Amendment Two refers to and amends the terms and conditions of the Annex 1 for the ARM v8-A Architecture, document number LEC-ANX-02052 effective July 14, 2010 between ARM and AMCC, as amended by Amendment One effective August 17, 2010 (the “ARM v8 Annex”), which forms part of and is incorporated into the Technology License Agreement document number LEC-TLA-00606 entered into between the parties on March 31, 2009, as amended (the “TLA”).

 

B. The parties wish to add certain ARMv7 architecture deliverables to the ARM v8 Annex.

NOW THEREFORE for good and valuable consideration, the receipt and sufficiency of which are acknowledged, the parties hereby agree as follows:

 

  1. All definitions contained in the ARM v8 Annex and TLA shall have the same meanings and apply to this Amendment Two.

 

  2. In Section 1 Subsection 2 of the ARM v8 Annex, add the following new deliverables to Part B:

PART B ARCHITECTURE VALIDATION

 

Part Number

  

Description

  

Disclosure Rights

  

Delivery Date

[…***…]    […***…]      
      […***…]    […***…]
[…***…]    […***…]      
      […***…]    […***…]
[…***…]    […***…]      
      […***…]    […***…]
[…***…]    […***…]      
      […***…]    […***…]

 

AP/MH    Page 1 of 3    ARM /AMCC


*** Text Omitted and Filed Separately

Confidential Treatment Requested

Under 17 C.F.R. §§ 200.80(b)(4)

and 240.24b-2

 

01 October, 2010   CONFIDENTIAL   LEC-LTR-16599-V3.0

 

[…***…]    […***…]      
      […***…]    […***…]

 

(*) solely to the Designer identified as Veloce Technologies, Inc. Disclosure of the AVS is not permitted to any other Designer or third party.

 

  1. In Section 2 of the ARM v8 Annex, revise Clause 16 by replacing the period at the end of subsection (viii) with “; and” and adding the following new subsection (ix):

[…***…]

 

  2. In Section 2 of the ARM v8 Annex, revise Clause A.21 by adding “and Section 1 Subsection 2 Part B” after the words “Section 1 Subsection 1 Part B”.

 

  3. In Section 2 of the ARM v8 Annex, add the following new Clause A.46:

 

A.46  […***…]

 

  4. In Section 2 of the ARM v8 Annex, the last two sentences of Clause B.2 (“License Restrictions”) are deleted and replaced in their entirety with the following:

[…***…]LICENSEE shall discontinue any and all use of the ARM v7 AVS, and destroy all copies of the ARMv7 AVS in its possession, no later than the first anniversary of the Effective Date of Amendment Two.”

 

  5. Add the following new Clause L to the ARM v8 Annex:

 

L. Separate Files

 

L.1 The ARMv7 AVS is supplied with, and uses, third party software or materials which are identified in Section 11 and which are governed by their own separate licence agreements (together “Separate Files”). LICENSEE hereby agrees that in respect of any use of the Separate Files LICENSEE shall comply with the terms and conditions which relate to the relevant Separate Files.

 

L.2 The Separate Files are provided “AS IS” and ARM expressly disclaims all representations, warranties, conditions or other terms, express or implied, including without limitation the implied warranties of non- infringement, satisfactory quality, and fitness for a particular purpose. The provisions of Clauses 7, 10.2, 11.1 and 12 of the TLA shall not apply to the Separate Files.

 

  6. Add the following new Section 11 to the ARM v8 Annex:

SECTION 11 – SEPARATE FILES AND APPLICABLE THIRD PARTY TERMS

[…***…]

 

* To the extent ARM is obliged to do so, ARM hereby offers to supply the files in source code form, subject to the terms of the GNU Lesser General Public Licence, upon request. This offer is valid for […***…] from the date of your acceptance of this Licence.

 

  7. Except as specifically modified herein, all the terms and conditions of the ARM v8 Annex shall remain in full force and effect.

 

AP/MH   Page 2 of 3   ARM /AMCC


*** Text Omitted and Filed Separately

Confidential Treatment Requested

Under 17 C.F.R. §§ 200.80(b)(4)

and 240.24b-2

 

01 October, 2010   CONFIDENTIAL   LEC-LTR-16599-V3.0

 

IN WITNESS WHEREOF the parties have caused this Amendment Two to be executed by their duly authorized representative:

 

ARM LIMITED     APPLIED MICRO CIRCUITS CORPORATION
BY  

/s/

    BY  

/s/

NAME  

Philip David

    NAME  

[…***…]

TITLE  

General Counsel

    TITLE  

[…***…]

DATE  

06/10/2010

    DATE  

10/01/10

 

AP/MH   Page 3 of 3   ARM /AMCC
EX-10.74 11 d238010dex1074.htm AMENDMENT THREE TO THE TLA ANNEX 1 Amendment Three to the TLA Annex 1

Exhibit 10.74

*** Text Omitted and Filed Separately

Confidential Treatment Requested

Under 17 C.F.R. §§ 200.80(b)(4)

and 240.24b-2

 

1 December 2011   CONFIDENTIAL  

LES-LTR-21008

SP-Version: 1.0

This amendment (“Amendment Three”) is effective from the 1st day of December 2011 (“Effective Date”)

BETWEEN

ARM LIMITED whose registered office is situated at 110 Fulbourn Road, Cambridge CB1 9NJ, England (“ARM”);

and

APPLIED MICRO CIRCUITS CORPORATION whose principal place of business is situated at 215 Moffett Park Drive, Sunnyvale, CA 94089 (“AMCC”).

WHEREAS

 

A. This Amendment Three refers to and amends the terms and conditions of the Annex 1 for the ARM v8-A Architecture, document number LEC-ANX-02052 effective July 14, 2010 between ARM and AMCC, as amended (the “Annex”), which forms part of and is incorporated into the Technology License Agreement document number LEC-TLA-00606-V6.0 entered into between the parties on March 31, 2009, as amended (the “TLA”).

 

B. The parties wish to (i) classify certain information provided by Veloce Technologies, Inc. to ARM as Confidential Information under the TLA; and (ii) amend the ARMv7-A Interprocessing Requirements.

NOW THEREFORE for good and valuable consideration, the receipt and sufficiency of which are acknowledged, the parties hereby agree as follows:

 

  1. All definitions contained in the Agreement shall have the same meanings and apply to this Amendment Three.

 

  2. In Section 2 of the Annex, Clause A.16(a)(i) in its entirety and replace it with the following:

[…***…] ;

 

  3. In Section 2 of the Annex, replace the period at the end of Clause A.16(b)(viii) with “; and” and add the following new subclause (ix):

[…***…]

 

  4. Add the following new Clause K.3 in Section 2 of the Annex:

 

K.3 The parties agree that the following information provided directly to ARM by LICENSEE’s Designer identified as Veloce Technologies, Inc. (“Veloce”) in connection with Veloce’s work as a Designer of LICENSEE under the Annex will be deemed to be Confidential Information of LICENSEE under the TLA: […***…]

 

  5. Except as specifically modified herein, all the terms and conditions of the Annex shall remain in full force and effect.

 

   1 of 2    Applied Micro Circuits Corporation


*** Text Omitted and Filed Separately

Confidential Treatment Requested

Under 17 C.F.R. §§ 200.80(b)(4)

and 240.24b-2

 

1 December 2011   CONFIDENTIAL  

LES-LTR-21008

SP-Version: 1.0

 

IN WITNESS WHEREOF the parties have caused this Amendment Three to be executed by their duly authorized representative:

 

ARM LIMITED     APPLIED MICRO CIRCUITS CORPORATION
BY  

/s/

    BY  

/s/

NAME  

Graham Budd

    NAME  

[…***…]

TITLE  

Chief Operating Officer

    TITLE  

[…***…]

DATE  

10 Jan. 2012

    DATE  

12/22/2011

 

  2 of 2   Applied Micro Circuits Corporation
EX-21.1 12 d238010dex211.htm SUBSIDIARIES OF THE REGISTRANT Subsidiaries of the Registrant

Exhibit 21.1

SUBSIDIARIES OF THE REGISTRANT

 

Subsidiary name

  

Jurisdiction of Incorporation or Organization

AMCC (UK) Limited

   United Kingdom

AMCC Deutschland GmbH

   Germany

AMCC Japan Co., Ltd.

   Japan

Applied Micro Circuits Corporation Canada

   Canada

AMCC Sales Corporation

   Delaware

AMCC China, Inc.

   Delaware

AMCC Enterprise Corporation

   Delaware

3Ware, Inc.

   California

Applied Micro Circuits Corporation (AMCC) Vietnam

   Vietnam

Applied Micro Circuits India Private Limited

   India

AppliedMicro TPACK A/S

   Denmark

Espresso Acquisition Corporation

   Delaware

Veloce Technologies LLC

   Delaware
EX-23.1 13 d238010dex231.htm CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM - KPMG LLP Consent of Independent Registered Public Accounting Firm - KPMG LLP

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

The Board of Directors

Applied Micro Circuits Corporation:

We consent to the incorporation by reference in the registration statements (Nos. 333-35408, 333-41572, 333-46584, 333-47185, 333-48912, 333-48914, 333-53282, 333-57202, 333-71878, 333-74787, 333-76767, 333-92507, 333-99623, 333-110075, 333-114327, 333-130589, 333-140052, 333-147297, 333-171960, 333-177773) on Form S-8 of Applied Micro Circuits Corporation of our report dated May 16, 2012, with respect to the consolidated balance sheets of Applied Micro Circuits Corporation and its subsidiaries as of March 31, 2012 and 2011, and the related consolidated statements of operations, stockholders’ equity, and cash flows for each of the years in the three-year period ended March 31, 2012, the related consolidated financial statement schedule, and the effectiveness of internal control over financial reporting as of March 31, 2012, which report appears in the March 31, 2012 annual report on Form 10-K of Applied Micro Circuits Corporation.

/s/ KPMG LLP

Santa Clara, California

May 16, 2012

EX-31.1 14 d238010dex311.htm CERTIFICATION OF CEO PURSUANT TO RULE 13A-14(A) AND RULE 15D-14(A) Certification of CEO pursuant to Rule 13a-14(a) and Rule 15d-14(a)

Exhibit 31.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER

PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Dr. Paramesh Gopi, certify that:

 

  1. I have reviewed this Annual Report on Form 10-K of Applied Micro Circuits Corporation;

 

  2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

  3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

 

  4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 

  (a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

  (b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

  (c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

  (d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

 

  5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

 

  (a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

 

  (b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

/S/    DR. PARAMESH GOPI        

Dr. Paramesh Gopi
President and Chief Executive Officer

Date: May 16, 2012

EX-31.2 15 d238010dex312.htm CERTIFICATION OF CFO PURSUANT TO RULE 13A-14(A) AND RULE 15D-14(A) Certification of CFO pursuant to Rule 13a-14(a) and Rule 15d-14(a)

Exhibit 31.2

CERTIFICATION OF CHIEF FINANCIAL OFFICER

PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Robert G. Gargus, certify that:

 

  1. I have reviewed this Annual Report on Form 10-K of Applied Micro Circuits Corporation;

 

  2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

  3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

 

  4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 

  (a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

  (b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

  (c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

  (d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

 

  5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

 

  (a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

 

  (b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

/S/    ROBERT G. GARGUS        

Robert G. Gargus
Senior Vice President and Chief Financial Officer

Date: May 16, 2012

EX-32.1 16 d238010dex321.htm CERTIFICATION OF CHIEF EXECUTIVE OFFICER PURSUANT TO 18 U.S.C. 1350 Certification of Chief Executive Officer pursuant to 18 U.S.C. 1350

Exhibit 32.1

CERTIFICATION

Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. § 1350, as adopted), Dr. Paramesh Gopi, Chief Executive Officer of Applied Micro Circuits Corporation (the “Company”), hereby certifies that, to the best of his knowledge:

 

  1. This Annual Report on Form 10-K for the fiscal year ended March 31, 2012 (the “Report”) fully complies with the requirements of Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

 

  2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission (“SEC”) or its staff upon request.

This certification accompanies the Report to which it relates, is not deemed filed with the SEC and is not to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act (whether made before or after the date of the Report), irrespective of any general incorporation language contained in such filing.

 

/s/    DR. PARAMESH GOPI        

Dr. Paramesh Gopi
President and Chief Executive Officer

Date: May 16, 2012

EX-32.2 17 d238010dex322.htm CERTIFICATION OF CHIEF FINANCIAL OFFICER PURSUANT TO 18 U.S.C. 1350 Certification of Chief Financial Officer pursuant to 18 U.S.C. 1350

Exhibit 32.2

CERTIFICATION

Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. § 1350, as adopted), Robert G. Gargus, Chief Financial Officer of Applied Micro Circuits Corporation (the “Company”), hereby certifies that, to the best of his knowledge:

 

  1. This Annual Report on Form 10-K for the fiscal year ended March 31, 2012 (the “Report”) fully complies with the requirements of Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

 

  2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission (“SEC”) or its staff upon request.

This certification accompanies the Report to which it relates, is not deemed filed with the SEC and is not to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act (whether made before or after the date of the Report), irrespective of any general incorporation language contained in such filing.

 

/s/    ROBERT G. GARGUS        

Robert G. Gargus
Senior Vice President and Chief Financial Officer

Date: May 16, 2012

EX-101.INS 18 amcc-20120331.xml XBRL INSTANCE DOCUMENT 0000711065 us-gaap:RetainedEarningsMember 2012-03-31 0000711065 us-gaap:AdditionalPaidInCapitalMember 2012-03-31 0000711065 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2012-03-31 0000711065 us-gaap:RetainedEarningsMember 2011-03-31 0000711065 us-gaap:AdditionalPaidInCapitalMember 2011-03-31 0000711065 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2011-03-31 0000711065 us-gaap:RetainedEarningsMember 2010-03-31 0000711065 us-gaap:AdditionalPaidInCapitalMember 2010-03-31 0000711065 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2010-03-31 0000711065 us-gaap:RetainedEarningsMember 2009-03-31 0000711065 us-gaap:AdditionalPaidInCapitalMember 2009-03-31 0000711065 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2009-03-31 0000711065 us-gaap:CommonStockMember 2012-03-31 0000711065 us-gaap:CommonStockMember 2011-03-31 0000711065 us-gaap:CommonStockMember 2010-03-31 0000711065 us-gaap:CommonStockMember 2009-03-31 0000711065 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2011-04-01 2012-03-31 0000711065 us-gaap:RetainedEarningsMember 2011-04-01 2012-03-31 0000711065 us-gaap:RetainedEarningsMember 2010-04-01 2011-03-31 0000711065 2010-03-31 0000711065 2009-03-31 0000711065 2011-03-31 0000711065 2011-09-30 0000711065 2012-04-30 0000711065 2012-03-31 0000711065 us-gaap:RetainedEarningsMember 2009-04-01 2010-03-31 0000711065 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2010-04-01 2011-03-31 0000711065 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2009-04-01 2010-03-31 0000711065 us-gaap:CommonStockMember 2011-04-01 2012-03-31 0000711065 us-gaap:AdditionalPaidInCapitalMember 2011-04-01 2012-03-31 0000711065 us-gaap:CommonStockMember 2010-04-01 2011-03-31 0000711065 us-gaap:AdditionalPaidInCapitalMember 2010-04-01 2011-03-31 0000711065 2010-04-01 2011-03-31 0000711065 us-gaap:CommonStockMember 2009-04-01 2010-03-31 0000711065 us-gaap:AdditionalPaidInCapitalMember 2009-04-01 2010-03-31 0000711065 2009-04-01 2010-03-31 0000711065 2011-04-01 2012-03-31 iso4217:USD xbrli:shares xbrli:shares iso4217:USD -2532000 <div> <p style="margin-top: 18px; margin-bottom: 0px;"><font style="font-family: Times New Roman;" class="_mt" size="2"><b>8. Commitments </b></font></p> <p style="margin-top: 6px; text-indent: 32px; margin-bottom: 0px;"><font style="font-family: Times New Roman;" class="_mt" size="2">The Company leases certain of its facilities under long-term operating leases, which expire at various dates through the fiscal year ending March 31, 2016. The lease agreements frequently include renewal or other provisions, which require the Company to pay taxes, insurance, maintenance costs or defined rent increases. The Company also licenses certain engineering design software tools under non-cancelable operating leases. </font></p> <p style="margin-top: 18px; text-indent: 32px; margin-bottom: 0px;"><font style="font-family: Times New Roman;" class="_mt" size="2">The following table summarizes the Company's contractual operating leases as of March 31, 2012 (in thousands): </font></p> <p style="margin-top: 0px; margin-bottom: 0px; font-size: 12px;">&nbsp;</p> <table style="border-collapse: collapse;" border="0" cellspacing="0" cellpadding="0" width="76%" align="center"> <tr><td width="86%"> </td> <td valign="bottom" width="8%"> </td> <td> </td> <td> </td> <td> </td></tr> <tr><td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td style="border-bottom: #000000 1px solid;" valign="bottom" colspan="2" align="center"><font style="font-family: Times New Roman;" class="_mt" size="1"><b>Operating<br />Leases</b></font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td></tr> <tr bgcolor="#cceeff"><td valign="top"> <p style="text-indent: -1em; margin-left: 1em;"><font style="font-family: Times New Roman;" class="_mt" size="2">Fiscal Years Ending March 31, 2013</font></p></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">$</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">2,337</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td></tr> <tr><td valign="top"> <p style="text-indent: -1em; margin-left: 3em;"><font style="font-family: Times New Roman;" class="_mt" size="2">2014</font></p></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">2,062</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td></tr> <tr bgcolor="#cceeff"><td valign="top"> <p style="text-indent: -1em; margin-left: 3em;"><font style="font-family: Times New Roman;" class="_mt" size="2">2015</font></p></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">950</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td></tr> <tr><td valign="top"> <p style="text-indent: -1em; margin-left: 3em;"><font style="font-family: Times New Roman;" class="_mt" size="2">2016</font></p></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">155</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td></tr> <tr style="font-size: 1px;"><td valign="bottom"> </td> <td valign="bottom">&nbsp;&nbsp;</td> <td valign="bottom"> <p style="border-top: #000000 1px solid;">&nbsp;</p></td> <td valign="bottom"> <p style="border-top: #000000 1px solid;">&nbsp;</p></td> <td>&nbsp;</td></tr> <tr bgcolor="#cceeff"><td valign="top"> <p style="text-indent: -1em; margin-left: 5em;"><font style="font-family: Times New Roman;" class="_mt" size="2">Total minimum payments</font></p></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">$</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">5,504</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td></tr> <tr style="font-size: 1px;"><td valign="bottom"> </td> <td valign="bottom">&nbsp;&nbsp;</td> <td valign="bottom"> <p style="border-top: #000000 3px double;">&nbsp;</p></td> <td valign="bottom"> <p style="border-top: #000000 3px double;">&nbsp;</p></td> <td>&nbsp;</td></tr></table> <p style="margin-top: 12px; margin-bottom: 0px; font-size: 1px;">&nbsp;</p> <p style="margin-top: 0px; text-indent: 32px; margin-bottom: 0px;"><font style="font-family: Times New Roman;" class="_mt" size="2">The Company did not have any off balance sheet arrangements at March 31, 2012. </font></p> <p style="margin-top: 12px; text-indent: 32px; margin-bottom: 0px;"><font style="font-family: Times New Roman;" class="_mt" size="2">Rent expense (including short-term leases and net of sublease income) for the years ended March 31, 2012, 2011, and 2010 was $2.6 million, $2.9 million, and $3.0 million, respectively. </font></p> </div> -41797000 -41790000 -7000 -10000000 -9995000 -5000 -10000000 -9990000 -10000 -689000 -475000 -1027000 27751000 27751000 15512000 15512000 140000 140000 858000 858000 -1134000 1134000 2000000 -7147000 60400000 32870000 27530000 3440000 9890000 4247000 41797000 10000000 10000000 27751000 15512000 66006 65160 62245 false --03-31 FY 2012 2012-03-31 10-K 0000711065 62084504 Yes Accelerated Filer 275724000 APPLIED MICRO CIRCUITS CORP No No 24431000 21383000 19997000 22666000 -1597000 -1765000 <div> <p style="margin-top: 0px; margin-bottom: 0px;"><font style="font-family: Times New Roman;" class="_mt" size="2"><b>3. Certain Financial Statement Information </b></font></p> <p style="margin-top: 6px; margin-bottom: 0px; margin-left: 2%;"><font style="font-family: Times New Roman;" class="_mt" size="2"><b><i>Accounts receivable: </i></b></font></p> <p style="margin-top: 0px; margin-bottom: 0px; font-size: 12px;">&nbsp;</p> <table style="border-collapse: collapse;" border="0" cellspacing="0" cellpadding="0" width="76%" align="center"> <tr><td width="73%"> </td> <td valign="bottom" width="8%"> </td> <td> </td> <td> </td> <td> </td> <td valign="bottom" width="7%"> </td> <td> </td> <td> </td> <td> </td></tr> <tr><td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td style="border-bottom: #000000 1px solid;" valign="bottom" colspan="6" align="center"><font style="font-family: Times New Roman;" class="_mt" size="1"><b>March&nbsp;31,</b></font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td></tr> <tr><td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td style="border-bottom: #000000 1px solid;" valign="bottom" colspan="2" align="center"><font style="font-family: Times New Roman;" class="_mt" size="1"><b>2012</b></font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td style="border-bottom: #000000 1px solid;" valign="bottom" colspan="2" align="center"><font style="font-family: Times New Roman;" class="_mt" size="1"><b>2011</b></font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td></tr> <tr><td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom" colspan="6" align="center"><font style="font-family: Times New Roman;" class="_mt" size="1"><b>(In thousands)</b></font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td></tr> <tr bgcolor="#cceeff"><td valign="top"> <p style="text-indent: -1em; margin-left: 1em;"><font style="font-family: Times New Roman;" class="_mt" size="2">Accounts receivable</font></p></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">$</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">23,765</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">$</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">21,321</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td></tr> <tr><td valign="top"> <p style="text-indent: -1em; margin-left: 1em;"><font style="font-family: Times New Roman;" class="_mt" size="2">Less: allowance for bad debts</font></p></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">(1,099</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">)&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">(1,324</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">)&nbsp;</font></td></tr> <tr style="font-size: 1px;"><td valign="bottom"> </td> <td valign="bottom">&nbsp;&nbsp;</td> <td valign="bottom"> <p style="border-top: #000000 1px solid;">&nbsp;</p></td> <td valign="bottom"> <p style="border-top: #000000 1px solid;">&nbsp;</p></td> <td>&nbsp;</td> <td valign="bottom">&nbsp;</td> <td valign="bottom"> <p style="border-top: #000000 1px solid;">&nbsp;</p></td> <td valign="bottom"> <p style="border-top: #000000 1px solid;">&nbsp;</p></td> <td>&nbsp;</td></tr> <tr bgcolor="#cceeff"><td valign="top"> </td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">$</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">22,666</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">$</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">19,997</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td></tr> <tr style="font-size: 1px;"><td valign="bottom"> </td> <td valign="bottom">&nbsp;&nbsp;</td> <td valign="bottom"> <p style="border-top: #000000 3px double;">&nbsp;</p></td> <td valign="bottom"> <p style="border-top: #000000 3px double;">&nbsp;</p></td> <td>&nbsp;</td> <td valign="bottom">&nbsp;</td> <td valign="bottom"> <p style="border-top: #000000 3px double;">&nbsp;</p></td> <td valign="bottom"> <p style="border-top: #000000 3px double;">&nbsp;</p></td> <td>&nbsp;</td></tr></table> <p style="margin-top: 18px; margin-bottom: 0px; margin-left: 2%;"><font style="font-family: Times New Roman;" class="_mt" size="2"><b><i>Inventories: </i></b></font></p> <p style="margin-top: 0px; margin-bottom: 0px; font-size: 12px;">&nbsp;</p> <table style="border-collapse: collapse;" border="0" cellspacing="0" cellpadding="0" width="76%" align="center"> <tr><td width="74%"> </td> <td valign="bottom" width="6%"> </td> <td> </td> <td> </td> <td> </td> <td valign="bottom" width="6%"> </td> <td> </td> <td> </td> <td> </td></tr> <tr><td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td style="border-bottom: #000000 1px solid;" valign="bottom" colspan="6" align="center"><font style="font-family: Times New Roman;" class="_mt" size="1"><b>March&nbsp;31,</b></font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td></tr> <tr><td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td style="border-bottom: #000000 1px solid;" valign="bottom" colspan="2" align="center"><font style="font-family: Times New Roman;" class="_mt" size="1"><b>2012</b></font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td style="border-bottom: #000000 1px solid;" valign="bottom" colspan="2" align="center"><font style="font-family: Times New Roman;" class="_mt" size="1"><b>2011</b></font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td></tr> <tr><td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom" colspan="6" align="center"><font style="font-family: Times New Roman;" class="_mt" size="1"><b>(In thousands)</b></font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td></tr> <tr bgcolor="#cceeff"><td valign="top"> <p style="text-indent: -1em; margin-left: 1em;"><font style="font-family: Times New Roman;" class="_mt" size="2">Finished goods</font></p></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">$</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">17,883</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">$</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">21,255</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td></tr> <tr><td valign="top"> <p style="text-indent: -1em; margin-left: 1em;"><font style="font-family: Times New Roman;" class="_mt" size="2">Work in process</font></p></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">3,818</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">4,334</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td></tr> <tr bgcolor="#cceeff"><td valign="top"> <p style="text-indent: -1em; margin-left: 1em;"><font style="font-family: Times New Roman;" class="_mt" size="2">Raw materials</font></p></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">1,543</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">972</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td></tr> <tr style="font-size: 1px;"><td valign="bottom"> </td> <td valign="bottom">&nbsp;&nbsp;</td> <td valign="bottom"> <p style="border-top: #000000 1px solid;">&nbsp;</p></td> <td valign="bottom"> <p style="border-top: #000000 1px solid;">&nbsp;</p></td> <td>&nbsp;</td> <td valign="bottom">&nbsp;&nbsp;</td> <td valign="bottom"> <p style="border-top: #000000 1px solid;">&nbsp;</p></td> <td valign="bottom"> <p style="border-top: #000000 1px solid;">&nbsp;</p></td> <td>&nbsp;</td></tr> <tr><td valign="top"> </td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">$</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">23,244</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">$</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">26,561</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td></tr> <tr style="font-size: 1px;"><td valign="bottom"> </td> <td valign="bottom">&nbsp;&nbsp;</td> <td valign="bottom"> <p style="border-top: #000000 3px double;">&nbsp;</p></td> <td valign="bottom"> <p style="border-top: #000000 3px double;">&nbsp;</p></td> <td>&nbsp;</td> <td valign="bottom">&nbsp;&nbsp;</td> <td valign="bottom"> <p style="border-top: #000000 3px double;">&nbsp;</p></td> <td valign="bottom"> <p style="border-top: #000000 3px double;">&nbsp;</p></td> <td>&nbsp;</td></tr></table> <p style="margin-top: 18px; margin-bottom: 0px; margin-left: 2%;"><font style="font-family: Times New Roman;" class="_mt" size="2"><b><i>Other current assets: </i></b></font></p> <p style="margin-top: 0px; margin-bottom: 0px; font-size: 12px;">&nbsp;</p> <table style="border-collapse: collapse;" border="0" cellspacing="0" cellpadding="0" width="76%" align="center"> <tr><td width="74%"> </td> <td valign="bottom" width="6%"> </td> <td> </td> <td> </td> <td> </td> <td valign="bottom" width="6%"> </td> <td> </td> <td> </td> <td> </td></tr> <tr><td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td style="border-bottom: #000000 1px solid;" valign="bottom" colspan="6" align="center"><font style="font-family: Times New Roman;" class="_mt" size="1"><b>March&nbsp;31,</b></font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td></tr> <tr><td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td style="border-bottom: #000000 1px solid;" valign="bottom" colspan="2" align="center"><font style="font-family: Times New Roman;" class="_mt" size="1"><b>2012</b></font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td style="border-bottom: #000000 1px solid;" valign="bottom" colspan="2" align="center"><font style="font-family: Times New Roman;" class="_mt" size="1"><b>2011</b></font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td></tr> <tr><td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom" colspan="6" align="center"><font style="font-family: Times New Roman;" class="_mt" size="1"><b>(In thousands)</b></font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td></tr> <tr bgcolor="#cceeff"><td valign="top"> <p style="text-indent: -1em; margin-left: 1em;"><font style="font-family: Times New Roman;" class="_mt" size="2">Prepaid expenses*</font></p></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">$</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">20,353</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">$</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">14,543</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td></tr> <tr><td valign="top"> <p style="text-indent: -1em; margin-left: 1em;"><font style="font-family: Times New Roman;" class="_mt" size="2">Executive deferred compensation assets</font></p></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">1,344</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">2,003</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td></tr> <tr bgcolor="#cceeff"><td valign="top"> <p style="text-indent: -1em; margin-left: 1em;"><font style="font-family: Times New Roman;" class="_mt" size="2">Deposits</font></p></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">899</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">749</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td></tr> <tr><td valign="top"> <p style="text-indent: -1em; margin-left: 1em;"><font style="font-family: Times New Roman;" class="_mt" size="2">Gain receivable on strategic investment</font></p></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">7,100</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">&#8212;&nbsp;&nbsp;</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td></tr> <tr bgcolor="#cceeff"><td valign="top"> <p style="text-indent: -1em; margin-left: 1em;"><font style="font-family: Times New Roman;" class="_mt" size="2">Other</font></p></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">1,409</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">1,060</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td></tr> <tr style="font-size: 1px;"><td valign="bottom"> </td> <td valign="bottom">&nbsp;&nbsp;</td> <td valign="bottom"> <p style="border-top: #000000 1px solid;">&nbsp;</p></td> <td valign="bottom"> <p style="border-top: #000000 1px solid;">&nbsp;</p></td> <td>&nbsp;</td> <td valign="bottom">&nbsp;&nbsp;</td> <td valign="bottom"> <p style="border-top: #000000 1px solid;">&nbsp;</p></td> <td valign="bottom"> <p style="border-top: #000000 1px solid;">&nbsp;</p></td> <td>&nbsp;</td></tr> <tr><td valign="top"> </td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">$</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">31,105</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">$</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">18,355</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td></tr> <tr style="font-size: 1px;"><td valign="bottom"> </td> <td valign="bottom">&nbsp;&nbsp;</td> <td valign="bottom"> <p style="border-top: #000000 3px double;">&nbsp;</p></td> <td valign="bottom"> <p style="border-top: #000000 3px double;">&nbsp;</p></td> <td>&nbsp;</td> <td valign="bottom">&nbsp;&nbsp;</td> <td valign="bottom"> <p style="border-top: #000000 3px double;">&nbsp;</p></td> <td valign="bottom"> <p style="border-top: #000000 3px double;">&nbsp;</p></td> <td>&nbsp;</td></tr></table> <p style="border-bottom: #000000 0.5pt solid; line-height: 8px; margin-top: 0px; width: 10%; margin-bottom: 2px;"> </p> <table style="border-collapse: collapse;" border="0" cellspacing="0" cellpadding="0" width="100%"> <tr><td valign="top" width="2%" align="left"><font style="font-family: Times New Roman;" class="_mt" size="2"><b>*</b></font></td> <td valign="top" align="left"><font style="font-family: Times New Roman;" class="_mt" size="2">The increase in Prepaid expenses relates primarily to IP license fees </font></td></tr></table> <p style="margin-top: 18px; margin-bottom: 0px; margin-left: 2%;"><font style="font-family: Times New Roman;" class="_mt" size="2"><b><i>Property and equipment: </i></b></font></p> <p style="margin-top: 0px; margin-bottom: 0px; font-size: 12px;">&nbsp;</p> <table style="border-collapse: collapse;" border="0" cellspacing="0" cellpadding="0" width="100%" align="center"> <tr><td width="74%"> </td> <td valign="bottom" width="4%"> </td> <td> </td> <td> </td> <td> </td> <td valign="bottom" width="4%"> </td> <td> </td> <td> </td> <td> </td> <td valign="bottom" width="4%"> </td> <td> </td> <td> </td> <td> </td></tr> <tr><td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td style="border-bottom: #000000 1px solid;" valign="bottom" rowspan="2" colspan="2" align="center"><font style="font-family: Times New Roman;" class="_mt" size="1"><b>Useful<br />Life</b></font></td> <td valign="bottom" rowspan="2"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td style="border-bottom: #000000 1px solid;" valign="bottom" colspan="6" align="center"><font style="font-family: Times New Roman;" class="_mt" size="1"><b>March&nbsp;31,</b></font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td></tr> <tr><td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td style="border-bottom: #000000 1px solid;" valign="bottom" colspan="2" align="center"><font style="font-family: Times New Roman;" class="_mt" size="1"><b>2012</b></font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td style="border-bottom: #000000 1px solid;" valign="bottom" colspan="2" align="center"><font style="font-family: Times New Roman;" class="_mt" size="1"><b>2011</b></font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td></tr> <tr><td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom" colspan="2" align="center"><font style="font-family: Times New Roman;" class="_mt" size="1"><b>(In&nbsp;years)</b></font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom" colspan="6" align="center"><font style="font-family: Times New Roman;" class="_mt" size="1"><b>(In thousands)</b></font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td></tr> <tr bgcolor="#cceeff"><td valign="top"> <p style="text-indent: -1em; margin-left: 1em;"><font style="font-family: Times New Roman;" class="_mt" size="2">Machinery and equipment*</font></p></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">5-7</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">$</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">36,600</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">$</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">29,837</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td></tr> <tr><td valign="top"> <p style="text-indent: -1em; margin-left: 1em;"><font style="font-family: Times New Roman;" class="_mt" size="2">Leasehold improvements</font></p></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">1-15</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">14,228</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">12,783</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td></tr> <tr bgcolor="#cceeff"><td valign="top"> <p style="text-indent: -1em; margin-left: 1em;"><font style="font-family: Times New Roman;" class="_mt" size="2">Computers, office furniture and equipment</font></p></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">3-7</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">43,929</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">37,664</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td></tr> <tr><td valign="top"> <p style="text-indent: -1em; margin-left: 1em;"><font style="font-family: Times New Roman;" class="_mt" size="2">Buildings</font></p></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">31.5</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">2,756</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">2,756</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td></tr> <tr bgcolor="#cceeff"><td valign="top"> <p style="text-indent: -1em; margin-left: 1em;"><font style="font-family: Times New Roman;" class="_mt" size="2">Land</font></p></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">&#8212;&nbsp;&nbsp;</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">9,800</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">9,800</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td></tr> <tr style="font-size: 1px;"><td valign="bottom"> </td> <td valign="bottom">&nbsp;&nbsp;</td> <td valign="bottom"> </td> <td valign="bottom"> </td> <td valign="bottom"> </td> <td valign="bottom">&nbsp;&nbsp;</td> <td valign="bottom"> <p style="border-top: #000000 1px solid;">&nbsp;</p></td> <td valign="bottom"> <p style="border-top: #000000 1px solid;">&nbsp;</p></td> <td>&nbsp;</td> <td valign="bottom">&nbsp;</td> <td valign="bottom"> <p style="border-top: #000000 1px solid;">&nbsp;</p></td> <td valign="bottom"> <p style="border-top: #000000 1px solid;">&nbsp;</p></td> <td>&nbsp;</td></tr> <tr><td valign="top"> </td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"> </td> <td valign="bottom"> </td> <td valign="bottom"> </td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">107,313</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">92,840</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td></tr> <tr bgcolor="#cceeff"><td valign="top"> <p style="text-indent: -1em; margin-left: 1em;"><font style="font-family: Times New Roman;" class="_mt" size="2">Less: accumulated depreciation and amortization</font></p></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"> </td> <td valign="bottom"> </td> <td valign="bottom"> </td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">(69,213</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">)&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">(60,817</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">)&nbsp;</font></td></tr> <tr style="font-size: 1px;"><td valign="bottom"> </td> <td valign="bottom">&nbsp;&nbsp;</td> <td valign="bottom"> </td> <td valign="bottom"> </td> <td valign="bottom"> </td> <td valign="bottom">&nbsp;&nbsp;</td> <td valign="bottom"> <p style="border-top: #000000 1px solid;">&nbsp;</p></td> <td valign="bottom"> <p style="border-top: #000000 1px solid;">&nbsp;</p></td> <td>&nbsp;</td> <td valign="bottom">&nbsp;</td> <td valign="bottom"> <p style="border-top: #000000 1px solid;">&nbsp;</p></td> <td valign="bottom"> <p style="border-top: #000000 1px solid;">&nbsp;</p></td> <td>&nbsp;</td></tr> <tr><td valign="top"> </td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"> </td> <td valign="bottom"> </td> <td valign="bottom"> </td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">$</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">38,100</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">$</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">32,023</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td></tr> <tr style="font-size: 1px;"><td valign="bottom"> </td> <td valign="bottom">&nbsp;&nbsp;</td> <td valign="bottom"> </td> <td valign="bottom"> </td> <td valign="bottom"> </td> <td valign="bottom">&nbsp;&nbsp;</td> <td valign="bottom"> <p style="border-top: #000000 3px double;">&nbsp;</p></td> <td valign="bottom"> <p style="border-top: #000000 3px double;">&nbsp;</p></td> <td>&nbsp;</td> <td valign="bottom">&nbsp;</td> <td valign="bottom"> <p style="border-top: #000000 3px double;">&nbsp;</p></td> <td valign="bottom"> <p style="border-top: #000000 3px double;">&nbsp;</p></td> <td>&nbsp;</td></tr></table> <p style="border-bottom: #000000 0.5pt solid; line-height: 8px; margin-top: 0px; width: 10%; margin-bottom: 2px;"> </p> <table style="border-collapse: collapse;" border="0" cellspacing="0" cellpadding="0" width="100%"> <tr><td valign="top" width="2%" align="left"><font style="font-family: Times New Roman;" class="_mt" size="2">*</font></td> <td valign="top" align="left"><font style="font-family: Times New Roman;" class="_mt" size="2">Includes capitalized mask set costs </font></td></tr></table> <p style="margin-top: 18px; margin-bottom: 0px; font-size: 1px;">&nbsp;</p> <p style="margin-top: 0px; margin-bottom: 0px; margin-left: 2%;"><font style="font-family: Times New Roman;" class="_mt" size="2"><b><i>Goodwill and purchased intangible assets: </i></b></font></p> <p style="margin-top: 6px; text-indent: 32px; margin-bottom: 0px;"><font style="font-family: Times New Roman;" class="_mt" size="2">Goodwill is as follows (in thousands): </font></p> <p style="margin-top: 0px; margin-bottom: 0px; font-size: 12px;">&nbsp;</p> <table style="border-collapse: collapse;" border="0" cellspacing="0" cellpadding="0" width="100%" align="center"> <tr><td width="64%"> </td> <td valign="bottom" width="4%"> </td> <td> </td> <td> </td> <td> </td> <td valign="bottom" width="4%"> </td> <td> </td> <td> </td> <td> </td> <td valign="bottom" width="4%"> </td> <td> </td> <td> </td> <td> </td></tr> <tr><td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td style="border-bottom: #000000 1px solid;" valign="bottom" colspan="10" align="center"><font style="font-family: Times New Roman;" class="_mt" size="1"><b>Fiscal Years Ended March&nbsp;31,</b></font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td></tr> <tr><td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td style="border-bottom: #000000 1px solid;" valign="bottom" colspan="2" align="center"><font style="font-family: Times New Roman;" class="_mt" size="1"><b>2012</b></font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td style="border-bottom: #000000 1px solid;" valign="bottom" colspan="2" align="center"><font style="font-family: Times New Roman;" class="_mt" size="1"><b>2011</b></font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td style="border-bottom: #000000 1px solid;" valign="bottom" colspan="2" align="center"><font style="font-family: Times New Roman;" class="_mt" size="1"><b>2010</b></font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td></tr> <tr bgcolor="#cceeff"><td valign="top"> <p style="text-indent: -1em; margin-left: 1em;"><font style="font-family: Times New Roman;" class="_mt" size="2">Beginning balance, gross</font></p></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">$</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">4,441,026</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">$</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">4,441,026</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">$</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">4,441,026</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td></tr> <tr><td valign="top"> <p style="text-indent: -1em; margin-left: 3em;"><font style="font-family: Times New Roman;" class="_mt" size="2">Accumulated amortization and impairments</font></p></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">(4,441,026</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">)&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">(4,441,026</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">)&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">(4,441,026</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">)&nbsp;</font></td></tr> <tr bgcolor="#cceeff"><td valign="top"> <p style="text-indent: -1em; margin-left: 1em;"><font style="font-family: Times New Roman;" class="_mt" size="2">Beginning balance, net</font></p></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">&#8212;&nbsp;&nbsp;</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">&#8212;&nbsp;&nbsp;</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">&#8212;&nbsp;&nbsp;</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td></tr> <tr><td valign="top"> <p style="text-indent: -1em; margin-left: 1em;"><font style="font-family: Times New Roman;" class="_mt" size="2">Goodwill related to TPack acquisition (see note 12)</font></p></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">13,183</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">13,183</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">&#8212;&nbsp;&nbsp;</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td></tr> <tr style="font-size: 1px;"><td valign="bottom"> </td> <td valign="bottom">&nbsp;&nbsp;</td> <td valign="bottom"> <p style="border-top: #000000 1px solid;">&nbsp;</p></td> <td valign="bottom"> <p style="border-top: #000000 1px solid;">&nbsp;</p></td> <td>&nbsp;</td> <td valign="bottom">&nbsp;</td> <td valign="bottom"> <p style="border-top: #000000 1px solid;">&nbsp;</p></td> <td valign="bottom"> <p style="border-top: #000000 1px solid;">&nbsp;</p></td> <td>&nbsp;</td> <td valign="bottom">&nbsp;</td> <td valign="bottom"> <p style="border-top: #000000 1px solid;">&nbsp;</p></td> <td valign="bottom"> <p style="border-top: #000000 1px solid;">&nbsp;</p></td> <td>&nbsp;</td></tr> <tr bgcolor="#cceeff"><td valign="top"> <p style="text-indent: -1em; margin-left: 1em;"><font style="font-family: Times New Roman;" class="_mt" size="2">Ending balance</font></p></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">$</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">13,183</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">$</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">13,183</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">$</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">&#8212;&nbsp;&nbsp;</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td></tr> <tr style="font-size: 1px;"><td valign="bottom"> </td> <td valign="bottom">&nbsp;&nbsp;</td> <td valign="bottom"> <p style="border-top: #000000 3px double;">&nbsp;</p></td> <td valign="bottom"> <p style="border-top: #000000 3px double;">&nbsp;</p></td> <td>&nbsp;</td> <td valign="bottom">&nbsp;</td> <td valign="bottom"> <p style="border-top: #000000 3px double;">&nbsp;</p></td> <td valign="bottom"> <p style="border-top: #000000 3px double;">&nbsp;</p></td> <td>&nbsp;</td> <td valign="bottom">&nbsp;</td> <td valign="bottom"> <p style="border-top: #000000 3px double;">&nbsp;</p></td> <td valign="bottom"> <p style="border-top: #000000 3px double;">&nbsp;</p></td> <td>&nbsp;</td></tr></table> <p style="margin-top: 12px; text-indent: 32px; margin-bottom: 0px;"><font style="font-family: Times New Roman;" class="_mt" size="2">Purchase-related intangibles were as follows (in thousands): </font></p> <p style="margin-top: 0px; margin-bottom: 0px; font-size: 12px;">&nbsp;</p> <table style="border-collapse: collapse;" border="0" cellspacing="0" cellpadding="0" width="100%" align="center"> <tr><td width="34%"> </td> <td valign="bottom" width="2%"> </td> <td> </td> <td> </td> <td> </td> <td valign="bottom" width="2%"> </td> <td> </td> <td> </td> <td> </td> <td valign="bottom" width="2%"> </td> <td> </td> <td> </td> <td> </td> <td valign="bottom" width="2%"> </td> <td> </td> <td> </td> <td> </td> <td valign="bottom" width="2%"> </td> <td> </td> <td> </td> <td> </td> <td valign="bottom" width="2%"> </td> <td> </td> <td> </td> <td> </td> <td valign="bottom" width="2%"> </td> <td> </td> <td> </td> <td> </td> <td valign="bottom" width="2%"> </td> <td> </td> <td> </td> <td> </td></tr> <tr><td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td style="border-bottom: #000000 1px solid;" valign="bottom" colspan="14" align="center"><font style="font-family: Times New Roman;" class="_mt" size="1"><b>March&nbsp;31, 2012</b></font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td style="border-bottom: #000000 1px solid;" valign="bottom" colspan="14" align="center"><font style="font-family: Times New Roman;" class="_mt" size="1"><b>March&nbsp;31, 2011</b></font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td></tr> <tr><td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td style="border-bottom: #000000 1px solid;" valign="bottom" colspan="2" align="center"><font style="font-family: Times New Roman;" class="_mt" size="1"><b>Gross</b></font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td style="border-bottom: #000000 1px solid;" valign="bottom" colspan="2" align="center"><font style="font-family: Times New Roman;" class="_mt" size="1"><b>Accumulated<br />Amortization<br />and<br />Impairments</b></font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td style="border-bottom: #000000 1px solid;" valign="bottom" colspan="2" align="center"><font style="font-family: Times New Roman;" class="_mt" size="1"><b>Net</b></font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td style="border-bottom: #000000 1px solid;" valign="bottom" colspan="2" align="center"><font style="font-family: Times New Roman;" class="_mt" size="1"><b>Weighted<br />average<br />remaining<br />useful life</b></font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td style="border-bottom: #000000 1px solid;" valign="bottom" colspan="2" align="center"><font style="font-family: Times New Roman;" class="_mt" size="1"><b>Gross</b></font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td style="border-bottom: #000000 1px solid;" valign="bottom" colspan="2" align="center"><font style="font-family: Times New Roman;" class="_mt" size="1"><b>Accumulated<br />Amortization<br />and<br />Impairments</b></font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td style="border-bottom: #000000 1px solid;" valign="bottom" colspan="2" align="center"><font style="font-family: Times New Roman;" class="_mt" size="1"><b>Net</b></font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td style="border-bottom: #000000 1px solid;" valign="bottom" colspan="2" align="center"><font style="font-family: Times New Roman;" class="_mt" size="1"><b>Weighted<br />average<br />remaining<br />useful life</b></font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td></tr> <tr bgcolor="#cceeff"><td valign="top"> <p style="text-indent: -1em; margin-left: 1em;"><font style="font-family: Times New Roman;" class="_mt" size="2">Developed technology/in-process research and development</font></p></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">$</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">441,300</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">$</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">(429,054</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">)&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">$</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">12,246</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">4.6</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">$</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">441,300</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">$</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">(425,502</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">)&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">$</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">15,798</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">5.2</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td></tr> <tr><td valign="top"> <p style="text-indent: -1em; margin-left: 1em;"><font style="font-family: Times New Roman;" class="_mt" size="2">Customer relationships</font></p></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">12,830</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">(8,881</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">)&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">3,949</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">2.9</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">12,830</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">(6,581</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">)&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">6,249</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">3.5</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td></tr> <tr bgcolor="#cceeff"><td valign="top"> <p style="text-indent: -1em; margin-left: 1em;"><font style="font-family: Times New Roman;" class="_mt" size="2">Patents/core technology rights/trade name</font></p></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">63,206</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">(62,767</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">)&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">439</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">1.5</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">63,206</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">(61,865</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">)&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">1,341</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">1.5</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td></tr> <tr style="font-size: 1px;"><td valign="bottom"> </td> <td valign="bottom">&nbsp;</td> <td valign="bottom"> <p style="border-top: #000000 1px solid;">&nbsp;</p></td> <td valign="bottom"> <p style="border-top: #000000 1px solid;">&nbsp;</p></td> <td>&nbsp;</td> <td valign="bottom">&nbsp;</td> <td valign="bottom"> <p style="border-top: #000000 1px solid;">&nbsp;</p></td> <td valign="bottom"> <p style="border-top: #000000 1px solid;">&nbsp;</p></td> <td>&nbsp;</td> <td valign="bottom">&nbsp;</td> <td valign="bottom"> <p style="border-top: #000000 1px solid;">&nbsp;</p></td> <td valign="bottom"> <p style="border-top: #000000 1px solid;">&nbsp;</p></td> <td>&nbsp;</td> <td valign="bottom">&nbsp;</td> <td valign="bottom"> </td> <td valign="bottom"> </td> <td valign="bottom"> </td> <td valign="bottom">&nbsp;</td> <td valign="bottom"> <p style="border-top: #000000 1px solid;">&nbsp;</p></td> <td valign="bottom"> <p style="border-top: #000000 1px solid;">&nbsp;</p></td> <td>&nbsp;</td> <td valign="bottom">&nbsp;</td> <td valign="bottom"> <p style="border-top: #000000 1px solid;">&nbsp;</p></td> <td valign="bottom"> <p style="border-top: #000000 1px solid;">&nbsp;</p></td> <td>&nbsp;</td> <td valign="bottom">&nbsp;</td> <td valign="bottom"> <p style="border-top: #000000 1px solid;">&nbsp;</p></td> <td valign="bottom"> <p style="border-top: #000000 1px solid;">&nbsp;</p></td> <td>&nbsp;</td> <td valign="bottom">&nbsp;</td> <td valign="bottom"> </td> <td valign="bottom"> </td> <td valign="bottom"> </td></tr> <tr><td valign="top"> </td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">$</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">517,336</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">$</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">(500,702</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">)&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">$</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">16,634</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"> </td> <td valign="bottom"> </td> <td valign="bottom"> </td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">$</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">517,336</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">$</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">(493,948</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">)&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">$</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">23,388</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"> </td> <td valign="bottom"> </td> <td valign="bottom"> </td></tr> <tr style="font-size: 1px;"><td valign="bottom"> </td> <td valign="bottom">&nbsp;</td> <td valign="bottom"> <p style="border-top: #000000 3px double;">&nbsp;</p></td> <td valign="bottom"> <p style="border-top: #000000 3px double;">&nbsp;</p></td> <td>&nbsp;</td> <td valign="bottom">&nbsp;</td> <td valign="bottom"> <p style="border-top: #000000 3px double;">&nbsp;</p></td> <td valign="bottom"> <p style="border-top: #000000 3px double;">&nbsp;</p></td> <td>&nbsp;</td> <td valign="bottom">&nbsp;</td> <td valign="bottom"> <p style="border-top: #000000 3px double;">&nbsp;</p></td> <td valign="bottom"> <p style="border-top: #000000 3px double;">&nbsp;</p></td> <td>&nbsp;</td> <td valign="bottom">&nbsp;</td> <td valign="bottom"> </td> <td valign="bottom"> </td> <td valign="bottom"> </td> <td valign="bottom">&nbsp;</td> <td valign="bottom"> <p style="border-top: #000000 3px double;">&nbsp;</p></td> <td valign="bottom"> <p style="border-top: #000000 3px double;">&nbsp;</p></td> <td>&nbsp;</td> <td valign="bottom">&nbsp;</td> <td valign="bottom"> <p style="border-top: #000000 3px double;">&nbsp;</p></td> <td valign="bottom"> <p style="border-top: #000000 3px double;">&nbsp;</p></td> <td>&nbsp;</td> <td valign="bottom">&nbsp;</td> <td valign="bottom"> <p style="border-top: #000000 3px double;">&nbsp;</p></td> <td valign="bottom"> <p style="border-top: #000000 3px double;">&nbsp;</p></td> <td>&nbsp;</td> <td valign="bottom">&nbsp;</td> <td valign="bottom"> </td> <td valign="bottom"> </td> <td valign="bottom"> </td></tr></table> <p style="margin-top: 12px; text-indent: 32px; margin-bottom: 0px;"><font style="font-family: Times New Roman;" class="_mt" size="2">The estimated future amortization expense of purchased intangible assets to be charged to cost of sales and operating expenses as of March 31, 2012, is as follows (in thousands): </font></p> <p style="margin-top: 0px; margin-bottom: 0px; font-size: 12px;">&nbsp;</p> <table style="border-collapse: collapse;" border="0" cellspacing="0" cellpadding="0" width="84%" align="center"> <tr><td width="65%"> </td> <td valign="bottom" width="6%"> </td> <td> </td> <td> </td> <td> </td> <td valign="bottom" width="6%"> </td> <td> </td> <td> </td> <td> </td> <td valign="bottom" width="6%"> </td> <td> </td> <td> </td> <td> </td></tr> <tr><td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td style="border-bottom: #000000 1px solid;" valign="bottom" colspan="2" align="center"><font style="font-family: Times New Roman;" class="_mt" size="1"><b>Cost of<br />Sales</b></font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td style="border-bottom: #000000 1px solid;" valign="bottom" colspan="2" align="center"><font style="font-family: Times New Roman;" class="_mt" size="1"><b>Operating<br />Expenses</b></font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td style="border-bottom: #000000 1px solid;" valign="bottom" colspan="2" align="center"><font style="font-family: Times New Roman;" class="_mt" size="1"><b>Total</b></font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td></tr> <tr bgcolor="#cceeff"><td valign="top"> <p style="text-indent: -1em; margin-left: 1em;"><font style="font-family: Times New Roman;" class="_mt" size="2">Fiscal Years Ending March 31, 2013</font></p></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">$</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">2,717</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">$</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">1,926</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">$</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">4,643</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td></tr> <tr><td valign="top"> <p style="text-indent: -1em; margin-left: 3em;"><font style="font-family: Times New Roman;" class="_mt" size="2">2014</font></p></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">2,717</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">1,189</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">3,906</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td></tr> <tr bgcolor="#cceeff"><td valign="top"> <p style="text-indent: -1em; margin-left: 3em;"><font style="font-family: Times New Roman;" class="_mt" size="2">2015</font></p></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">2,717</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">904</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">3,621</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td></tr> <tr><td valign="top"> <p style="text-indent: -1em; margin-left: 3em;"><font style="font-family: Times New Roman;" class="_mt" size="2">2016</font></p></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">2,717</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">369</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">3,086</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td></tr> <tr bgcolor="#cceeff"><td valign="top"> <p style="text-indent: -1em; margin-left: 3em;"><font style="font-family: Times New Roman;" class="_mt" size="2">2017 and thereafter</font></p></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">1,378</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">&#8212;&nbsp;&nbsp;</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">1,378</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td></tr> <tr style="font-size: 1px;"><td valign="bottom"> </td> <td valign="bottom">&nbsp;&nbsp;</td> <td valign="bottom"> <p style="border-top: #000000 1px solid;">&nbsp;</p></td> <td valign="bottom"> <p style="border-top: #000000 1px solid;">&nbsp;</p></td> <td>&nbsp;</td> <td valign="bottom">&nbsp;&nbsp;</td> <td valign="bottom"> <p style="border-top: #000000 1px solid;">&nbsp;</p></td> <td valign="bottom"> <p style="border-top: #000000 1px solid;">&nbsp;</p></td> <td>&nbsp;</td> <td valign="bottom">&nbsp;&nbsp;</td> <td valign="bottom"> <p style="border-top: #000000 1px solid;">&nbsp;</p></td> <td valign="bottom"> <p style="border-top: #000000 1px solid;">&nbsp;</p></td> <td>&nbsp;</td></tr> <tr><td valign="top"> <p style="text-indent: -1em; margin-left: 5em;"><font style="font-family: Times New Roman;" class="_mt" size="2">Total</font></p></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">$</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">12,246</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">$</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">4,388</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">$</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">16,634</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td></tr> <tr style="font-size: 1px;"><td valign="bottom"> </td> <td valign="bottom">&nbsp;&nbsp;</td> <td valign="bottom"> <p style="border-top: #000000 3px double;">&nbsp;</p></td> <td valign="bottom"> <p style="border-top: #000000 3px double;">&nbsp;</p></td> <td>&nbsp;</td> <td valign="bottom">&nbsp;&nbsp;</td> <td valign="bottom"> <p style="border-top: #000000 3px double;">&nbsp;</p></td> <td valign="bottom"> <p style="border-top: #000000 3px double;">&nbsp;</p></td> <td>&nbsp;</td> <td valign="bottom">&nbsp;&nbsp;</td> <td valign="bottom"> <p style="border-top: #000000 3px double;">&nbsp;</p></td> <td valign="bottom"> <p style="border-top: #000000 3px double;">&nbsp;</p></td> <td>&nbsp;</td></tr></table> <p style="margin-top: 18px; margin-bottom: 0px; margin-left: 2%;"><font style="font-family: Times New Roman;" class="_mt" size="2"><b><i>Other Assets: </i></b></font></p> <p style="margin-top: 0px; margin-bottom: 0px; font-size: 12px;">&nbsp;</p> <table style="border-collapse: collapse;" border="0" cellspacing="0" cellpadding="0" width="76%" align="center"> <tr><td width="75%"> </td> <td valign="bottom" width="6%"> </td> <td> </td> <td> </td> <td> </td> <td valign="bottom" width="6%"> </td> <td> </td> <td> </td> <td> </td></tr> <tr><td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td style="border-bottom: #000000 1px solid;" valign="bottom" colspan="6" align="center"><font style="font-family: Times New Roman;" class="_mt" size="1"><b>March&nbsp;31,</b></font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td></tr> <tr><td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td style="border-bottom: #000000 1px solid;" valign="bottom" colspan="2" align="center"><font style="font-family: Times New Roman;" class="_mt" size="1"><b>2012</b></font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td style="border-bottom: #000000 1px solid;" valign="bottom" colspan="2" align="center"><font style="font-family: Times New Roman;" class="_mt" size="1"><b>2011</b></font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td></tr> <tr><td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom" colspan="6" align="center"><font style="font-family: Times New Roman;" class="_mt" size="1"><b>(In thousands)</b></font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td></tr> <tr bgcolor="#cceeff"><td valign="top"> <p style="text-indent: -1em; margin-left: 1em;"><font style="font-family: Times New Roman;" class="_mt" size="2">Non-current portion of prepaid expenses</font></p></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">$</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">4,193</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">$</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">5,769</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td></tr> <tr><td valign="top"> <p style="text-indent: -1em; margin-left: 1em;"><font style="font-family: Times New Roman;" class="_mt" size="2">Strategic investments</font></p></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">4,750</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">1,330</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td></tr> <tr bgcolor="#cceeff"><td valign="top"> <p style="text-indent: -1em; margin-left: 1em;"><font style="font-family: Times New Roman;" class="_mt" size="2">Other</font></p></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">1,331</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">&#8212;&nbsp;&nbsp;</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td></tr> <tr style="font-size: 1px;"><td valign="bottom"> </td> <td valign="bottom">&nbsp;&nbsp;</td> <td valign="bottom"> <p style="border-top: #000000 1px solid;">&nbsp;</p></td> <td valign="bottom"> <p style="border-top: #000000 1px solid;">&nbsp;</p></td> <td>&nbsp;</td> <td valign="bottom">&nbsp;&nbsp;</td> <td valign="bottom"> <p style="border-top: #000000 1px solid;">&nbsp;</p></td> <td valign="bottom"> <p style="border-top: #000000 1px solid;">&nbsp;</p></td> <td>&nbsp;</td></tr> <tr><td valign="top"> </td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">$</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">10,274</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">$</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">7,099</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td></tr> <tr style="font-size: 1px;"><td valign="bottom"> </td> <td valign="bottom">&nbsp;&nbsp;</td> <td valign="bottom"> <p style="border-top: #000000 3px double;">&nbsp;</p></td> <td valign="bottom"> <p style="border-top: #000000 3px double;">&nbsp;</p></td> <td>&nbsp;</td> <td valign="bottom">&nbsp;&nbsp;</td> <td valign="bottom"> <p style="border-top: #000000 3px double;">&nbsp;</p></td> <td valign="bottom"> <p style="border-top: #000000 3px double;">&nbsp;</p></td> <td>&nbsp;</td></tr></table> <p style="margin-top: 18px; margin-bottom: 0px; font-size: 1px;">&nbsp;</p> <p style="margin-top: 0px; margin-bottom: 0px; margin-left: 2%;"><font style="font-family: Times New Roman;" class="_mt" size="2"><b><i>Other accrued liabilities: </i></b></font></p> <p style="margin-top: 0px; margin-bottom: 0px; font-size: 12px;">&nbsp;</p> <table style="border-collapse: collapse;" border="0" cellspacing="0" cellpadding="0" width="76%" align="center"> <tr><td width="75%"> </td> <td valign="bottom" width="6%"> </td> <td> </td> <td> </td> <td> </td> <td valign="bottom" width="6%"> </td> <td> </td> <td> </td> <td> </td></tr> <tr><td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td style="border-bottom: #000000 1px solid;" valign="bottom" colspan="6" align="center"><font style="font-family: Times New Roman;" class="_mt" size="1"><b>March&nbsp;31,</b></font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td></tr> <tr><td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td style="border-bottom: #000000 1px solid;" valign="bottom" colspan="2" align="center"><font style="font-family: Times New Roman;" class="_mt" size="1"><b>2012</b></font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td style="border-bottom: #000000 1px solid;" valign="bottom" colspan="2" align="center"><font style="font-family: Times New Roman;" class="_mt" size="1"><b>2011</b></font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td></tr> <tr><td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom" colspan="6" align="center"><font style="font-family: Times New Roman;" class="_mt" size="1"><b>(In thousands)</b></font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td></tr> <tr bgcolor="#cceeff"><td valign="top"> <p style="text-indent: -1em; margin-left: 1em;"><font style="font-family: Times New Roman;" class="_mt" size="2">Customer deposits*</font></p></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">$</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">415</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">$</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">953</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td></tr> <tr><td valign="top"> <p style="text-indent: -1em; margin-left: 1em;"><font style="font-family: Times New Roman;" class="_mt" size="2">Employee related liabilities</font></p></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">2,051</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">2,306</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td></tr> <tr bgcolor="#cceeff"><td valign="top"> <p style="text-indent: -1em; margin-left: 1em;"><font style="font-family: Times New Roman;" class="_mt" size="2">Executive deferred compensation</font></p></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">1,344</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">2,003</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td></tr> <tr><td valign="top"> <p style="text-indent: -1em; margin-left: 1em;"><font style="font-family: Times New Roman;" class="_mt" size="2">Income taxes</font></p></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">1,401</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">1,157</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td></tr> <tr bgcolor="#cceeff"><td valign="top"> <p style="text-indent: -1em; margin-left: 1em;"><font style="font-family: Times New Roman;" class="_mt" size="2">Professional fees</font></p></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">961</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">735</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td></tr> <tr><td valign="top"> <p style="text-indent: -1em; margin-left: 1em;"><font style="font-family: Times New Roman;" class="_mt" size="2">Contingent consideration</font></p></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">618</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">3,150</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td></tr> <tr bgcolor="#cceeff"><td valign="top"> <p style="text-indent: -1em; margin-left: 1em;"><font style="font-family: Times New Roman;" class="_mt" size="2">Other</font></p></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">2,262</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">2,444</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td></tr> <tr style="font-size: 1px;"><td valign="bottom"> </td> <td valign="bottom">&nbsp;&nbsp;</td> <td valign="bottom"> <p style="border-top: #000000 1px solid;">&nbsp;</p></td> <td valign="bottom"> <p style="border-top: #000000 1px solid;">&nbsp;</p></td> <td>&nbsp;</td> <td valign="bottom">&nbsp;&nbsp;</td> <td valign="bottom"> <p style="border-top: #000000 1px solid;">&nbsp;</p></td> <td valign="bottom"> <p style="border-top: #000000 1px solid;">&nbsp;</p></td> <td>&nbsp;</td></tr> <tr><td valign="top"> </td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">$</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">9,052</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">$</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">12,748</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td></tr> <tr style="font-size: 1px;"><td valign="bottom"> </td> <td valign="bottom">&nbsp;&nbsp;</td> <td valign="bottom"> <p style="border-top: #000000 3px double;">&nbsp;</p></td> <td valign="bottom"> <p style="border-top: #000000 3px double;">&nbsp;</p></td> <td>&nbsp;</td> <td valign="bottom">&nbsp;&nbsp;</td> <td valign="bottom"> <p style="border-top: #000000 3px double;">&nbsp;</p></td> <td valign="bottom"> <p style="border-top: #000000 3px double;">&nbsp;</p></td> <td>&nbsp;</td></tr></table> <p style="border-bottom: #000000 0.5pt solid; line-height: 8px; margin-top: 0px; width: 10%; margin-bottom: 2px;"> </p> <table style="border-collapse: collapse;" border="0" cellspacing="0" cellpadding="0" width="100%"> <tr><td valign="top" width="2%" align="left"><font style="font-family: Times New Roman;" class="_mt" size="2">*</font></td> <td valign="top" align="left"><font style="font-family: Times New Roman;" class="_mt" size="2">Includes credit balances in Accounts Receivables that have been reclassified as Other Accrued Liabilities </font></td></tr></table> <p style="margin-top: 18px; margin-bottom: 0px; margin-left: 2%;"><font style="font-family: Times New Roman;" class="_mt" size="2"><b><i>Warranty Reserves: </i></b></font></p> <p style="margin-top: 6px; text-indent: 32px; margin-bottom: 0px;"><font style="font-family: Times New Roman;" class="_mt" size="2">The Company's products typically carry a one year warranty. The Company establishes reserves for estimated product warranty costs at the time revenue is recognized. Although the Company engages in extensive product quality programs and processes, its warranty obligation is affected by product failure rates, use of materials and service delivery costs incurred in correcting any product failure. Should actual product failure rates, use of materials or service delivery costs differ from the Company's estimates, additional warranty reserves could be required, which could reduce its gross margin. </font></p> <p style="margin-top: 12px; text-indent: 32px; margin-bottom: 0px;"><font style="font-family: Times New Roman;" class="_mt" size="2">The following table summarizes warranty reserve activity (in thousands): </font></p> <p style="margin-top: 0px; margin-bottom: 0px; font-size: 12px;">&nbsp;</p> <table style="border-collapse: collapse;" border="0" cellspacing="0" cellpadding="0" width="76%" align="center"> <tr><td width="73%"> </td> <td valign="bottom" width="11%"> </td> <td> </td> <td> </td> <td> </td> <td valign="bottom" width="10%"> </td> <td> </td> <td> </td> <td> </td></tr> <tr><td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td style="border-bottom: #000000 1px solid;" valign="bottom" colspan="6" align="center"><font style="font-family: Times New Roman;" class="_mt" size="1"><b>&nbsp;&nbsp;&nbsp;&nbsp;Year&nbsp;Ended&nbsp;March&nbsp;31,&nbsp;&nbsp;&nbsp;&nbsp;</b></font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td></tr> <tr><td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td style="border-bottom: #000000 1px solid;" valign="bottom" colspan="2" align="center"><font style="font-family: Times New Roman;" class="_mt" size="1"><b>2012</b></font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td style="border-bottom: #000000 1px solid;" valign="bottom" colspan="2" align="center"><font style="font-family: Times New Roman;" class="_mt" size="1"><b>2011</b></font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td></tr> <tr bgcolor="#cceeff"><td valign="top"> <p style="text-indent: -1em; margin-left: 1em;"><font style="font-family: Times New Roman;" class="_mt" size="2">Beginning balance</font></p></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">$</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">176</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">$</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">169</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td></tr> <tr><td valign="top"> <p style="text-indent: -1em; margin-left: 3em;"><font style="font-family: Times New Roman;" class="_mt" size="2">Charged to (reductions in) costs of revenues</font></p></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">515</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">222</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td></tr> <tr bgcolor="#cceeff"><td valign="top"> <p style="text-indent: -1em; margin-left: 3em;"><font style="font-family: Times New Roman;" class="_mt" size="2">Charges incurred</font></p></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">(237</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">)&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">(215</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">)&nbsp;</font></td></tr> <tr style="font-size: 1px;"><td valign="bottom"> </td> <td valign="bottom">&nbsp;&nbsp;</td> <td valign="bottom"> <p style="border-top: #000000 1px solid;">&nbsp;</p></td> <td valign="bottom"> <p style="border-top: #000000 1px solid;">&nbsp;</p></td> <td>&nbsp;</td> <td valign="bottom">&nbsp;</td> <td valign="bottom"> <p style="border-top: #000000 1px solid;">&nbsp;</p></td> <td valign="bottom"> <p style="border-top: #000000 1px solid;">&nbsp;</p></td> <td>&nbsp;</td></tr> <tr><td valign="top"> <p style="text-indent: -1em; margin-left: 1em;"><font style="font-family: Times New Roman;" class="_mt" size="2">Ending balance</font></p></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">$</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">454</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">$</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">176</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td></tr> <tr style="font-size: 1px;"><td valign="bottom"> </td> <td valign="bottom">&nbsp;&nbsp;</td> <td valign="bottom"> <p style="border-top: #000000 3px double;">&nbsp;</p></td> <td valign="bottom"> <p style="border-top: #000000 3px double;">&nbsp;</p></td> <td>&nbsp;</td> <td valign="bottom">&nbsp;</td> <td valign="bottom"> <p style="border-top: #000000 3px double;">&nbsp;</p></td> <td valign="bottom"> <p style="border-top: #000000 3px double;">&nbsp;</p></td> <td>&nbsp;</td></tr></table> <p style="margin-top: 18px; margin-bottom: 0px; margin-left: 2%;"><font style="font-family: Times New Roman;" class="_mt" size="2"><b><i>Interest income (expense), net and other-than-temporary impairment: </i></b></font></p> <p style="margin-top: 0px; margin-bottom: 0px; font-size: 12px;">&nbsp;</p> <table style="border-collapse: collapse;" border="0" cellspacing="0" cellpadding="0" width="84%" align="center"> <tr><td width="70%"> </td> <td valign="bottom" width="5%"> </td> <td> </td> <td> </td> <td> </td> <td valign="bottom" width="5%"> </td> <td> </td> <td> </td> <td> </td> <td valign="bottom" width="5%"> </td> <td> </td> <td> </td> <td> </td></tr> <tr><td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td style="border-bottom: #000000 1px solid;" valign="bottom" colspan="10" align="center"><font style="font-family: Times New Roman;" class="_mt" size="1"><b>Fiscal Years Ended March&nbsp;31,</b></font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td></tr> <tr><td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td style="border-bottom: #000000 1px solid;" valign="bottom" colspan="2" align="center"><font style="font-family: Times New Roman;" class="_mt" size="1"><b>2012</b></font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td style="border-bottom: #000000 1px solid;" valign="bottom" colspan="2" align="center"><font style="font-family: Times New Roman;" class="_mt" size="1"><b>2011</b></font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td style="border-bottom: #000000 1px solid;" valign="bottom" colspan="2" align="center"><font style="font-family: Times New Roman;" class="_mt" size="1"><b>2010</b></font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td></tr> <tr><td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom" colspan="10" align="center"><font style="font-family: Times New Roman;" class="_mt" size="1"><b>(In thousands)</b></font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td></tr> <tr bgcolor="#cceeff"><td valign="top"> <p style="text-indent: -1em; margin-left: 1em;"><font style="font-family: Times New Roman;" class="_mt" size="2">Interest income</font></p></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">$</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">3,601</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">$</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">6,163</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">$</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">6,207</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td></tr> <tr><td valign="top"> <p style="text-indent: -1em; margin-left: 1em;"><font style="font-family: Times New Roman;" class="_mt" size="2">Net realized gain on short-term investments</font></p></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">646</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">3,727</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">1,380</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td></tr> <tr bgcolor="#cceeff"><td valign="top"> <p style="text-indent: -1em; margin-left: 1em;"><font style="font-family: Times New Roman;" class="_mt" size="2">Impairments of short-term investments and marketable securities</font></p></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">&#8212;&nbsp;&nbsp;</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">&#8212;&nbsp;&nbsp;</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">(4,147</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">)&nbsp;</font></td></tr> <tr style="font-size: 1px;"><td valign="bottom"> </td> <td valign="bottom">&nbsp;&nbsp;</td> <td valign="bottom"> <p style="border-top: #000000 1px solid;">&nbsp;</p></td> <td valign="bottom"> <p style="border-top: #000000 1px solid;">&nbsp;</p></td> <td>&nbsp;</td> <td valign="bottom">&nbsp;&nbsp;</td> <td valign="bottom"> <p style="border-top: #000000 1px solid;">&nbsp;</p></td> <td valign="bottom"> <p style="border-top: #000000 1px solid;">&nbsp;</p></td> <td>&nbsp;</td> <td valign="bottom">&nbsp;&nbsp;</td> <td valign="bottom"> <p style="border-top: #000000 1px solid;">&nbsp;</p></td> <td valign="bottom"> <p style="border-top: #000000 1px solid;">&nbsp;</p></td> <td>&nbsp;</td></tr> <tr><td valign="top"> </td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">$</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">4,247</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">$</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">9,890</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">$</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">3,440</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td></tr> <tr style="font-size: 1px;"><td valign="bottom"> </td> <td valign="bottom">&nbsp;&nbsp;</td> <td valign="bottom"> <p style="border-top: #000000 3px double;">&nbsp;</p></td> <td valign="bottom"> <p style="border-top: #000000 3px double;">&nbsp;</p></td> <td>&nbsp;</td> <td valign="bottom">&nbsp;&nbsp;</td> <td valign="bottom"> <p style="border-top: #000000 3px double;">&nbsp;</p></td> <td valign="bottom"> <p style="border-top: #000000 3px double;">&nbsp;</p></td> <td>&nbsp;</td> <td valign="bottom">&nbsp;&nbsp;</td> <td valign="bottom"> <p style="border-top: #000000 3px double;">&nbsp;</p></td> <td valign="bottom"> <p style="border-top: #000000 3px double;">&nbsp;</p></td> <td>&nbsp;</td></tr></table> <p style="margin-top: 18px; margin-bottom: 0px; font-size: 1px;">&nbsp;</p> <p style="margin-top: 0px; margin-bottom: 0px; margin-left: 2%;"><font style="font-family: Times New Roman;" class="_mt" size="2"><b><i>Other income, net: </i></b></font></p> <p style="margin-top: 0px; margin-bottom: 0px; font-size: 12px;">&nbsp;</p> <table style="border-collapse: collapse;" border="0" cellspacing="0" cellpadding="0" width="84%" align="center"> <tr><td width="70%"> </td> <td valign="bottom" width="6%"> </td> <td> </td> <td> </td> <td> </td> <td valign="bottom" width="5%"> </td> <td> </td> <td> </td> <td> </td> <td valign="bottom" width="6%"> </td> <td> </td> <td> </td> <td> </td></tr> <tr><td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td style="border-bottom: #000000 1px solid;" valign="bottom" colspan="10" align="center"><font style="font-family: Times New Roman;" class="_mt" size="1"><b>Fiscal&nbsp;Years&nbsp;Ended&nbsp;March&nbsp;31,</b></font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td></tr> <tr><td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td style="border-bottom: #000000 1px solid;" valign="bottom" colspan="2" align="center"><font style="font-family: Times New Roman;" class="_mt" size="1"><b>2012</b></font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td style="border-bottom: #000000 1px solid;" valign="bottom" colspan="2" align="center"><font style="font-family: Times New Roman;" class="_mt" size="1"><b>2011</b></font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td style="border-bottom: #000000 1px solid;" valign="bottom" colspan="2" align="center"><font style="font-family: Times New Roman;" class="_mt" size="1"><b>2010</b></font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td></tr> <tr><td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom" colspan="10" align="center"><font style="font-family: Times New Roman;" class="_mt" size="1"><b>(In thousands)</b></font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td></tr> <tr bgcolor="#cceeff"><td valign="top"> <p style="text-indent: -1em; margin-left: 1em;"><font style="font-family: Times New Roman;" class="_mt" size="2">Net gain/(impairment) of strategic investments</font></p></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">$</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">7,147</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">$</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">&#8212;&nbsp;&nbsp;</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">$</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">(2,000</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">)&nbsp;</font></td></tr> <tr><td valign="top"> <p style="text-indent: -1em; margin-left: 1em;"><font style="font-family: Times New Roman;" class="_mt" size="2">Net gain (loss) on disposals of property</font></p></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">(10</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">)&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">323</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">(103</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">)&nbsp;</font></td></tr> <tr bgcolor="#cceeff"><td valign="top"> <p style="text-indent: -1em; margin-left: 1em;"><font style="font-family: Times New Roman;" class="_mt" size="2">Other, net</font></p></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">300</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">474</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">552</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td></tr> <tr style="font-size: 1px;"><td valign="bottom"> </td> <td valign="bottom">&nbsp;&nbsp;</td> <td valign="bottom"> <p style="border-top: #000000 1px solid;">&nbsp;</p></td> <td valign="bottom"> <p style="border-top: #000000 1px solid;">&nbsp;</p></td> <td>&nbsp;</td> <td valign="bottom">&nbsp;</td> <td valign="bottom"> <p style="border-top: #000000 1px solid;">&nbsp;</p></td> <td valign="bottom"> <p style="border-top: #000000 1px solid;">&nbsp;</p></td> <td>&nbsp;</td> <td valign="bottom">&nbsp;&nbsp;</td> <td valign="bottom"> <p style="border-top: #000000 1px solid;">&nbsp;</p></td> <td valign="bottom"> <p style="border-top: #000000 1px solid;">&nbsp;</p></td> <td>&nbsp;</td></tr> <tr><td valign="top"> </td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">$</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">7,437</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">$</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">797</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">$</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">(1,551</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">)&nbsp;</font></td></tr> <tr style="font-size: 1px;"><td valign="bottom"> </td> <td valign="bottom">&nbsp;&nbsp;</td> <td valign="bottom"> <p style="border-top: #000000 3px double;">&nbsp;</p></td> <td valign="bottom"> <p style="border-top: #000000 3px double;">&nbsp;</p></td> <td>&nbsp;</td> <td valign="bottom">&nbsp;</td> <td valign="bottom"> <p style="border-top: #000000 3px double;">&nbsp;</p></td> <td valign="bottom"> <p style="border-top: #000000 3px double;">&nbsp;</p></td> <td>&nbsp;</td> <td valign="bottom">&nbsp;&nbsp;</td> <td valign="bottom"> <p style="border-top: #000000 3px double;">&nbsp;</p></td> <td valign="bottom"> <p style="border-top: #000000 3px double;">&nbsp;</p></td> <td>&nbsp;</td></tr></table> <p style="margin-top: 18px; margin-bottom: 0px; margin-left: 2%;"><font style="font-family: Times New Roman;" class="_mt" size="2"><b><i>Net loss per share: </i></b></font></p> <p style="margin-top: 6px; text-indent: 32px; margin-bottom: 0px;"><font style="font-family: Times New Roman;" class="_mt" size="2">Shares used in basic net loss per share are computed using the weighted average number of common shares outstanding during each period. Shares used in diluted net income per share include the dilutive effect of common shares potentially issuable upon the exercise of stock options, vesting of restricted stock units ("RSUs") and outstanding warrants. However, potentially issuable common shares are not used in computing diluted net loss per share as their effect would be anti-dilutive due to the loss recorded during the periods presented. The reconciliation of shares used to calculate basic and diluted net loss per share consists of the following (in thousands, except per share data): </font></p> <p style="margin-top: 0px; margin-bottom: 0px; font-size: 12px;">&nbsp;</p> <table style="border-collapse: collapse;" border="0" cellspacing="0" cellpadding="0" width="100%" align="center"> <tr><td width="74%"> </td> <td valign="bottom" width="3%"> </td> <td> </td> <td> </td> <td> </td> <td valign="bottom" width="3%"> </td> <td> </td> <td> </td> <td> </td> <td valign="bottom" width="3%"> </td> <td> </td> <td> </td> <td> </td></tr> <tr><td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td style="border-bottom: #000000 1px solid;" valign="bottom" colspan="10" align="center"><font style="font-family: Times New Roman;" class="_mt" size="1"><b>Fiscal Years Ended March&nbsp;31,</b></font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td></tr> <tr><td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td style="border-bottom: #000000 1px solid;" valign="bottom" colspan="2" align="center"><font style="font-family: Times New Roman;" class="_mt" size="1"><b>2012</b></font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td style="border-bottom: #000000 1px solid;" valign="bottom" colspan="2" align="center"><font style="font-family: Times New Roman;" class="_mt" size="1"><b>2011</b></font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td style="border-bottom: #000000 1px solid;" valign="bottom" colspan="2" align="center"><font style="font-family: Times New Roman;" class="_mt" size="1"><b>2010</b></font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td></tr> <tr bgcolor="#cceeff"><td valign="top"> <p style="text-indent: -1em; margin-left: 1em;"><font style="font-family: Times New Roman;" class="_mt" size="2">Net income (loss):</font></p></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"> </td> <td valign="bottom"> </td> <td valign="bottom"> </td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"> </td> <td valign="bottom"> </td> <td valign="bottom"> </td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"> </td> <td valign="bottom"> </td> <td valign="bottom"> </td></tr> <tr><td valign="top"> <p style="text-indent: -1em; margin-left: 3em;"><font style="font-family: Times New Roman;" class="_mt" size="2">From continuing operations</font></p></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">$</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">(82,688</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">)&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">$</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">(1,006</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">)&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">$</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">(13,597</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">)&nbsp;</font></td></tr> <tr bgcolor="#cceeff"><td valign="top"> <p style="text-indent: -1em; margin-left: 3em;"><font style="font-family: Times New Roman;" class="_mt" size="2">From discontinued operations, net of taxes</font></p></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">&#8212;&nbsp;&nbsp;</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">&#8212;&nbsp;&nbsp;</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">6,112</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td></tr> <tr style="font-size: 1px;"><td valign="bottom"> </td> <td valign="bottom">&nbsp;&nbsp;</td> <td valign="bottom"> <p style="border-top: #000000 1px solid;">&nbsp;</p></td> <td valign="bottom"> <p style="border-top: #000000 1px solid;">&nbsp;</p></td> <td>&nbsp;</td> <td valign="bottom">&nbsp;</td> <td valign="bottom"> <p style="border-top: #000000 1px solid;">&nbsp;</p></td> <td valign="bottom"> <p style="border-top: #000000 1px solid;">&nbsp;</p></td> <td>&nbsp;</td> <td valign="bottom">&nbsp;</td> <td valign="bottom"> <p style="border-top: #000000 1px solid;">&nbsp;</p></td> <td valign="bottom"> <p style="border-top: #000000 1px solid;">&nbsp;</p></td> <td>&nbsp;</td></tr> <tr><td valign="top"> <p style="text-indent: -1em; margin-left: 5em;"><font style="font-family: Times New Roman;" class="_mt" size="2">Net loss</font></p></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">$</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">(82,688</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">)&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">$</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">(1,006</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">)&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">$</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">(7,485</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">)&nbsp;</font></td></tr> <tr style="font-size: 1px;"><td valign="bottom"> </td> <td valign="bottom">&nbsp;&nbsp;</td> <td valign="bottom"> <p style="border-top: #000000 3px double;">&nbsp;</p></td> <td valign="bottom"> <p style="border-top: #000000 3px double;">&nbsp;</p></td> <td>&nbsp;</td> <td valign="bottom">&nbsp;</td> <td valign="bottom"> <p style="border-top: #000000 3px double;">&nbsp;</p></td> <td valign="bottom"> <p style="border-top: #000000 3px double;">&nbsp;</p></td> <td>&nbsp;</td> <td valign="bottom">&nbsp;</td> <td valign="bottom"> <p style="border-top: #000000 3px double;">&nbsp;</p></td> <td valign="bottom"> <p style="border-top: #000000 3px double;">&nbsp;</p></td> <td>&nbsp;</td></tr> <tr bgcolor="#cceeff"><td valign="top"> <p style="text-indent: -1em; margin-left: 1em;"><font style="font-family: Times New Roman;" class="_mt" size="2">Shares used in net income (loss) per share computation:</font></p></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"> </td> <td valign="bottom"> </td> <td valign="bottom"> </td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"> </td> <td valign="bottom"> </td> <td valign="bottom"> </td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"> </td> <td valign="bottom"> </td> <td valign="bottom"> </td></tr> <tr><td valign="top"> <p style="text-indent: -1em; margin-left: 3em;"><font style="font-family: Times New Roman;" class="_mt" size="2">Weighted average common shares outstanding</font></p></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">62,245</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">65,160</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">66,006</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td></tr> <tr style="font-size: 1px;"><td valign="bottom"> </td> <td valign="bottom">&nbsp;&nbsp;</td> <td valign="bottom"> <p style="border-top: #000000 3px double;">&nbsp;</p></td> <td valign="bottom"> <p style="border-top: #000000 3px double;">&nbsp;</p></td> <td>&nbsp;</td> <td valign="bottom">&nbsp;</td> <td valign="bottom"> <p style="border-top: #000000 3px double;">&nbsp;</p></td> <td valign="bottom"> <p style="border-top: #000000 3px double;">&nbsp;</p></td> <td>&nbsp;</td> <td valign="bottom">&nbsp;</td> <td valign="bottom"> <p style="border-top: #000000 3px double;">&nbsp;</p></td> <td valign="bottom"> <p style="border-top: #000000 3px double;">&nbsp;</p></td> <td>&nbsp;</td></tr> <tr bgcolor="#cceeff"><td valign="top"> <p style="text-indent: -1em; margin-left: 1em;"><font style="font-family: Times New Roman;" class="_mt" size="2">Basic and diluted net income (loss) per share:</font></p></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"> </td> <td valign="bottom"> </td> <td valign="bottom"> </td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"> </td> <td valign="bottom"> </td> <td valign="bottom"> </td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"> </td> <td valign="bottom"> </td> <td valign="bottom"> </td></tr> <tr><td valign="top"> <p style="text-indent: -1em; margin-left: 3em;"><font style="font-family: Times New Roman;" class="_mt" size="2">From continuing operations</font></p></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">$</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">(1.33</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">)&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">$</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">(0.02</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">)&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">$</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">(0.21</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">)&nbsp;</font></td></tr> <tr bgcolor="#cceeff"><td valign="top"> <p style="text-indent: -1em; margin-left: 3em;"><font style="font-family: Times New Roman;" class="_mt" size="2">From discontinued operations, net of taxes</font></p></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">&#8212;&nbsp;&nbsp;</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">&#8212;&nbsp;&nbsp;</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">0.10</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td></tr> <tr style="font-size: 1px;"><td valign="bottom"> </td> <td valign="bottom">&nbsp;&nbsp;</td> <td valign="bottom"> <p style="border-top: #000000 1px solid;">&nbsp;</p></td> <td valign="bottom"> <p style="border-top: #000000 1px solid;">&nbsp;</p></td> <td>&nbsp;</td> <td valign="bottom">&nbsp;</td> <td valign="bottom"> <p style="border-top: #000000 1px solid;">&nbsp;</p></td> <td valign="bottom"> <p style="border-top: #000000 1px solid;">&nbsp;</p></td> <td>&nbsp;</td> <td valign="bottom">&nbsp;</td> <td valign="bottom"> <p style="border-top: #000000 1px solid;">&nbsp;</p></td> <td valign="bottom"> <p style="border-top: #000000 1px solid;">&nbsp;</p></td> <td>&nbsp;</td></tr> <tr><td valign="top"> <p style="text-indent: -1em; margin-left: 5em;"><font style="font-family: Times New Roman;" class="_mt" size="2">Net loss per share</font></p></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">$</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">(1.33</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">)&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">$</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">(0.02</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">)&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">$</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">(0.11</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">)&nbsp;</font></td></tr> <tr style="font-size: 1px;"><td valign="bottom"> </td> <td valign="bottom">&nbsp;&nbsp;</td> <td valign="bottom"> <p style="border-top: #000000 3px double;">&nbsp;</p></td> <td valign="bottom"> <p style="border-top: #000000 3px double;">&nbsp;</p></td> <td>&nbsp;</td> <td valign="bottom">&nbsp;</td> <td valign="bottom"> <p style="border-top: #000000 3px double;">&nbsp;</p></td> <td valign="bottom"> <p style="border-top: #000000 3px double;">&nbsp;</p></td> <td>&nbsp;</td> <td valign="bottom">&nbsp;</td> <td valign="bottom"> <p style="border-top: #000000 3px double;">&nbsp;</p></td> <td valign="bottom"> <p style="border-top: #000000 3px double;">&nbsp;</p></td> <td>&nbsp;</td></tr></table> <p style="margin-top: 12px; text-indent: 32px; margin-bottom: 0px;"><font style="font-family: Times New Roman;" class="_mt" size="2">The effect of anti-dilutive securities (comprised of options and restricted stock units) totaling 9.0 million, 3.7 million and 6.8 million equivalent shares for the fiscal years ended March 31, 2012, 2011 and 2010, respectively, have been excluded from the net loss per share computation, as their impact would be anti-dilutive because the Company has incurred losses in the periods presented. </font></p> <p style="margin-top: 12px; text-indent: 32px; margin-bottom: 0px;"><font style="font-family: Times New Roman;" class="_mt" size="2">The effect of dilutive securities (comprised of options and restricted stock units) totaling 0.5 million, 2.0 million and 1.7 million equivalent shares for the fiscal years ended March 31, 2012, 2011 and 2010, respectively, have been excluded from the net loss per share computation, as their impact would be anti-dilutive because the Company has incurred losses in the periods presented. </font></p> <p style="margin-top: 12px; text-indent: 32px; margin-bottom: 0px;"><font style="font-family: Times New Roman;" class="_mt" size="2">Total equivalent shares excluded from the net (loss) income per share computation is 9.5 million, 5.7 million and 8.5 million for the fiscal years ended March 31, 2012, 2011 and 2010, respectively. </font></p> <p style="margin-top: 18px; margin-bottom: 0px; font-size: 1px;">&nbsp;</p> </div> 5891036000 5881336000 13719000 13719000 15221000 15221000 17261000 17261000 16117000 17167000 6754000 4020000 5285000 3202000 308657000 269052000 232964000 190861000 83649000 85781000 <div> <p style="margin-top: 18px; margin-bottom: 0px;"><font style="font-family: Times New Roman;" class="_mt" size="2"><b>12. Acquisition of TPack A/S </b></font></p> <p style="margin-top: 6px; text-indent: 32px; margin-bottom: 0px;"><font style="font-family: Times New Roman;" class="_mt" size="2">In September 2010, the Company acquired all of the shares of TPack A/S ("TPack"), a corporation organized under the laws of Denmark. The total consideration paid was approximately $32 million, exclusive of $0.5 million cash acquired. Approximately $5 million was withheld in escrow for indemnity agreements and is included in the purchase price allocation. This amount was released in full in April 2012. The former TPack shareholders may also earn up to approximately $5 million in additional consideration, subject to the achievement of certain revenue and performance milestones by TPack during the 18-month period following the acquisition date. The Company calculated and recorded the initial fair value of the contingent consideration liability based on a weighted probability assessment. The liability will continue to be measured at fair value at the end of each reporting period. During the fiscal year 2012, the Company reduced the estimated fair value of the contingent consideration liability to approximately $0.6 million, primarily due to revised TPack revenue forecasts and weighted probability assessments. As a result, the Company recorded an approximate $2.5 million reduction to selling, general and administrative expense during the year ended March 31, 2012. The Company calculated the fair value of the tangible and intangible assets acquired to allocate the purchase price as of the acquisition date. The excess of purchase price over the aggregate fair values was recognized as goodwill. </font></p> <p style="margin-top: 12px; margin-bottom: 0px; font-size: 1px;">&nbsp;</p> <p style="margin-top: 0px; text-indent: 32px; margin-bottom: 0px;"><font style="font-family: Times New Roman;" class="_mt" size="2">Based upon these calculations, the purchase price of the transaction was allocated as follows (in thousands), and also includes the estimated amortization period of the acquired intangibles: </font></p> <p style="margin-top: 0px; margin-bottom: 0px; font-size: 12px;">&nbsp;</p> <table style="border-collapse: collapse;" border="0" cellspacing="0" cellpadding="0" width="84%" align="center"> <tr><td width="75%"> </td> <td valign="bottom" width="9%"> </td> <td> </td> <td> </td> <td> </td> <td valign="bottom" width="9%"> </td> <td> </td> <td> </td> <td> </td></tr> <tr><td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td style="border-bottom: #000000 1px solid;" valign="bottom" colspan="2" align="center"><font style="font-family: Times New Roman;" class="_mt" size="1"><b>Estimated<br />Useful&nbsp;Life<br />(In years)</b></font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td style="border-bottom: #000000 1px solid;" valign="bottom" colspan="2" align="center"><font style="font-family: Times New Roman;" class="_mt" size="1"><b>Purchase<br />price</b></font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td></tr> <tr bgcolor="#cceeff"><td valign="top"> <p style="text-indent: -1em; margin-left: 1em;"><font style="font-family: Times New Roman;" class="_mt" size="2">Purchased intangible assets</font></p></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"> </td> <td valign="bottom"> </td> <td valign="bottom"> </td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"> </td> <td valign="bottom"> </td> <td valign="bottom"> </td></tr> <tr><td valign="top"> <p style="text-indent: -1em; margin-left: 5em;"><font style="font-family: Times New Roman;" class="_mt" size="2">Developed Technology</font></p></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">6</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">$</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">15,350</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td></tr> <tr bgcolor="#cceeff"><td valign="top"> <p style="text-indent: -1em; margin-left: 5em;"><font style="font-family: Times New Roman;" class="_mt" size="2">Existing customer contracts</font></p></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">5</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">4,000</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td></tr> <tr><td valign="top"> <p style="text-indent: -1em; margin-left: 5em;"><font style="font-family: Times New Roman;" class="_mt" size="2">Partner relationship</font></p></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">2</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">2,500</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td></tr> <tr bgcolor="#cceeff"><td valign="top"> <p style="text-indent: -1em; margin-left: 5em;"><font style="font-family: Times New Roman;" class="_mt" size="2">Trademarks and trade names</font></p></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">3</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">650</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td></tr> <tr><td valign="top"> <p style="text-indent: -1em; margin-left: 5em;"><font style="font-family: Times New Roman;" class="_mt" size="2">Covenants not-to-compete</font></p></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">3</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">250</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td></tr> <tr bgcolor="#cceeff"><td valign="top"> <p style="text-indent: -1em; margin-left: 5em;"><font style="font-family: Times New Roman;" class="_mt" size="2">In-process R&amp;D</font></p></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">6</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">950</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td></tr> <tr><td valign="top"> <p style="text-indent: -1em; margin-left: 1em;"><font style="font-family: Times New Roman;" class="_mt" size="2">Goodwill (non tax deductible)</font></p></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"> </td> <td valign="bottom"> </td> <td valign="bottom"> </td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">13,183</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td></tr> <tr bgcolor="#cceeff"><td valign="top"> <p style="text-indent: -1em; margin-left: 1em;"><font style="font-family: Times New Roman;" class="_mt" size="2">Contingent consideration (payable)</font></p></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"> </td> <td valign="bottom"> </td> <td valign="bottom"> </td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">(3,150</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">)&nbsp;</font></td></tr> <tr><td valign="top"> <p style="text-indent: -1em; margin-left: 1em;"><font style="font-family: Times New Roman;" class="_mt" size="2">Net liabilities</font></p></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"> </td> <td valign="bottom"> </td> <td valign="bottom"> </td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">$</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">(1,699</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">)&nbsp;</font></td></tr> <tr style="font-size: 1px;"><td valign="bottom"> </td> <td valign="bottom">&nbsp;&nbsp;</td> <td valign="bottom"> </td> <td valign="bottom"> </td> <td valign="bottom"> </td> <td valign="bottom">&nbsp;&nbsp;</td> <td valign="bottom"> <p style="border-top: #000000 1px solid;">&nbsp;</p></td> <td valign="bottom"> <p style="border-top: #000000 1px solid;">&nbsp;</p></td> <td>&nbsp;</td></tr> <tr bgcolor="#cceeff"><td valign="top"> <p style="text-indent: -1em; margin-left: 3em;"><font style="font-family: Times New Roman;" class="_mt" size="2">Cash consideration</font></p></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"> </td> <td valign="bottom"> </td> <td valign="bottom"> </td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">32,034</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td></tr> <tr><td valign="top"> <p style="text-indent: -1em; margin-left: 3em;"><font style="font-family: Times New Roman;" class="_mt" size="2">Contingent consideration</font></p></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"> </td> <td valign="bottom"> </td> <td valign="bottom"> </td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">3,150</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td></tr> <tr style="font-size: 1px;"><td valign="bottom"> </td> <td valign="bottom">&nbsp;&nbsp;</td> <td valign="bottom"> </td> <td valign="bottom"> </td> <td valign="bottom"> </td> <td valign="bottom">&nbsp;&nbsp;</td> <td valign="bottom"> <p style="border-top: #000000 1px solid;">&nbsp;</p></td> <td valign="bottom"> <p style="border-top: #000000 1px solid;">&nbsp;</p></td> <td>&nbsp;</td></tr> <tr bgcolor="#cceeff"><td valign="top"> <p style="text-indent: -1em; margin-left: 3em;"><font style="font-family: Times New Roman;" class="_mt" size="2">The total consideration issued in the acquisition</font></p></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"> </td> <td valign="bottom"> </td> <td valign="bottom"> </td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">$</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">35,184</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td></tr> <tr style="font-size: 1px;"><td valign="bottom"> </td> <td valign="bottom">&nbsp;&nbsp;</td> <td valign="bottom"> </td> <td valign="bottom"> </td> <td valign="bottom"> </td> <td valign="bottom">&nbsp;&nbsp;</td> <td valign="bottom"> <p style="border-top: #000000 3px double;">&nbsp;</p></td> <td valign="bottom"> <p style="border-top: #000000 3px double;">&nbsp;</p></td> <td>&nbsp;</td></tr></table> <p style="margin-top: 12px; text-indent: 32px; margin-bottom: 0px;"><font style="font-family: Times New Roman;" class="_mt" size="2">The fair values of the TPack intangible assets were determined using the income approach with significant inputs that are not observable in the market. Key assumptions included expected future cash flows and discount rates consistent with the assessment of risk. Purchased intangible assets, including IPR&amp;D, are amortized using a method that reflects the pattern in which the economic benefits of the intangible assets are consumed or otherwise used, or if that pattern cannot be reliably determined, using a straight-line amortization method. </font></p> <p style="margin-top: 12px; text-indent: 32px; margin-bottom: 0px;"><font style="font-family: Times New Roman;" class="_mt" size="2">The financial information in the table below summarizes the combined results of operations of the Company and TPack, on a proforma basis, as though the companies have been combined as of the beginning of the fiscal years of the periods presented. The proforma financial information is presented for informational purposes only and is not indicative of the results of operations that would have been achieved if the acquisition had taken place on April 1, 2010 or of results that may occur in the future. </font></p> <p style="margin-top: 0px; margin-bottom: 0px; font-size: 12px;">&nbsp;</p> <table style="border-collapse: collapse;" border="0" cellspacing="0" cellpadding="0" width="76%" align="center"> <tr><td width="71%"> </td> <td valign="bottom" width="7%"> </td> <td> </td> <td> </td> <td> </td> <td valign="bottom" width="6%"> </td> <td> </td> <td> </td> <td> </td></tr> <tr><td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td style="border-bottom: #000000 1px solid;" valign="bottom" colspan="6" align="center"><font style="font-family: Times New Roman;" class="_mt" size="1"><b>Fiscal Year Ended<br />March 31,</b></font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td></tr> <tr><td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td style="border-bottom: #000000 1px solid;" valign="bottom" colspan="2" align="center"><font style="font-family: Times New Roman;" class="_mt" size="1"><b>2011</b></font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td style="border-bottom: #000000 1px solid;" valign="bottom" colspan="2" align="center"><font style="font-family: Times New Roman;" class="_mt" size="1"><b>2010</b></font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td></tr> <tr bgcolor="#cceeff"><td valign="top"> <p style="text-indent: -1em; margin-left: 1em;"><font style="font-family: Times New Roman;" class="_mt" size="2">Net revenues</font></p></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">$</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">250,607</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">$</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">210,214</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td></tr> <tr><td valign="top"> <p style="text-indent: -1em; margin-left: 1em;"><font style="font-family: Times New Roman;" class="_mt" size="2">Net loss</font></p></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">(1,905</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">)&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">(9,968</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">)&nbsp;</font></td></tr></table> </div> 99337000 122526000 84402000 28065000 23189000 -38124000 -56337000 <div> <p style="margin-top: 0px; margin-bottom: 0px;"><font style="font-family: Times New Roman;" class="_mt" size="2"><b>11. Contingencies </b></font></p> <p style="margin-top: 6px; margin-bottom: 0px; margin-left: 2%;"><font style="font-family: Times New Roman;" class="_mt" size="2"><b><i>Legal Proceedings </i></b></font></p> <p style="margin-top: 6px; text-indent: 32px; margin-bottom: 0px;"><font style="font-family: Times New Roman;" class="_mt" size="2">The Company acquired JNI Corporation ("JNI") in October 2003. In November 2001, a class action lawsuit was filed against JNI and the underwriters of its initial and secondary public offerings of common stock in the U.S. District Court for the Southern District of New York, case no. 01 Civ 10740 (SAS). The complaint alleged that defendants violated the Securities Exchange Act of 1934, as amended (the "Exchange Act"), in connection with JNI's public offerings. This lawsuit was among more than 300 class action lawsuits pending in this District Court that have come to be known as the "IPO laddering cases." Pursuant to In re Initial Public Offering Securities Litigation, No. 21 MC 92 (SAS), in mid-2009 a settlement was reached in all of the cases. In October 2009, the Court issued an order granting final approval of the settlement and dismissing the case. The settlement did not have a material impact on the Company. The Court subsequently issued a final judgment. Several appeals of the settlement and judgment were filed between October 29 and November 4, 2009. Should the settlement be overturned on appeal and the final judgment vacated, the Company could be exposed to additional liabilities and such liability, if any, could not be reasonably estimated at this time. </font></p> <p style="margin-top: 12px; text-indent: 32px; margin-bottom: 0px;"><font style="font-family: Times New Roman;" class="_mt" size="2">In 1993, the Company was named as a Potentially Responsible Party ("PRP") along with more than 100 other companies that used an Omega Chemical Corporation waste treatment facility in Whittier, California (the "Omega Site"). The U.S. Environmental Protection Agency ("EPA") has alleged that Omega failed to properly treat and dispose of certain hazardous waste materials at the Omega Site. The Company is a member of a large group of PRPs, known as the Omega Chemical Site PRP Organized Group ("OPOG") that has agreed to fund certain on-going remediation efforts at the Omega Site. In February 2001, the U.S. District Court for the Central District of California (the "Court") approved a consent decree between EPA and OPOG to study contamination and evaluate cleanup options at the Omega Site. In January 2009, the Court approved two amendments to the consent decree, the first expanding the scope of work to mitigate volatile organic compounds affecting indoor air quality near the Omega Site and the second adding settling parties to the consent decree. Removal of waste materials from the Omega Site has been completed. Efforts to remediate the soil and groundwater at the Omega Site, including without limitation the extraction of chemical vapors from the soil in and around the site, are underway and are expected to be ongoing for several years. In addition, OPOG and EPA are investigating a regional groundwater contamination plume allegedly originating at the Omega Site (the Operable Unit 2 or "OU2"). In September 2011, EPA issued an interim Record of Decision specifying the interim clean-up actions EPA has chosen for OU2 and it is anticipated EPA and OPOG will enter into a remediation consent decree with the Court regarding such plume. In November 2007, Angeles Chemical Company, located downstream from the Omega Site, filed a lawsuit (the "Angeles Litigation") in the Court against OPOG and the PRPs for cost recovery and indemnification for future response costs allegedly resulting from the regional groundwater contamination plume described above. In March 2008, the Court granted OPOG's motion to stay the Angeles Litigation pending EPA's determination of how to investigate and remediate the regional groundwater. In November 2010, a toxic tort litigation (the "Aguirre Litigation") was commenced against Omega and OPOG in Los Angeles Superior Court by a group of employees of the Tri-Cities Regional Occupational Program located near the Omega Site. The plaintiffs claim, among other things, negligence, unlawful discharge of pollutants and public nuisance, and seek monetary damages for a variety of alleged injuries. In October 2011, OPOG agreed to secure a financial assurance of up to $8.0 million in connection with defense costs and potential liability relating to the Aguirre Litigation. The Company's exposure from the financial assurance is limited to its contribution allocation used for remediation costs. Trial is currently scheduled to commence in September 2012. Given that the Aguirre Litigation is in its early phases, there is no estimate of total potential liability. Liability, if any, stemming from this litigation could flow through to the PRPs, most likely pursuant to the same allocation formulae used for the remediation costs. In 2010, certain PRP's challenged the criteria previously used to allocate liability among the PRP's. In December 2011, an allocation committee established by OPOG to review those criteria recommended changes to the cost allocation structure that would, upon final approval, increase the Company's overall share of liability within the PRP group. In addition, the recent departure of one or more PRPs from OPOG could have the effect of increasing the proportional liability of the remaining PRPs, including the Company. In January 2012, as a result of the allocation criteria modifications and PRP departure from OPOG described above, the Company's proportional allocation of liability was increased. Although the Company considers a loss relating to the Omega Site probable, its share of any financial obligations for the remediation of the Omega Site, including taking into account the allocation increases described above, is not currently believed to be material to the Company's financial statements, based on the Company's approximately 0.5% contribution to the total waste tonnage sent to the site and current estimates of the potential remediation costs. Based on currently available information, the Company has a loss accrual that is not material and believes that the actual amount of its costs will not be materially different from the amount accrued. However, proceedings are ongoing and the eventual outcome of the clean-up efforts and the pending litigation matters is uncertain at this time. Based on currently available information, the Company does not believe that any eventual outcome will have a material adverse effect on its operations. </font></p> <p style="margin-top: 12px; text-indent: 32px; margin-bottom: 0px;"><font style="font-family: Times New Roman;" class="_mt" size="2">AppliedMicro TPack A/S, the Company's wholly-owned subsidiary acquired in September 2010 ("TPack"), is involved in a contract dispute with Xtera Communications Inc. and its subsidiary Meriton Networks Canada Inc. (collectively, "Xtera"), regarding a software development and licensing agreement the parties entered into in September 2006. In August 2009, Xtera filed an action against TPack in the United States District Court for the Eastern Division of Texas, which was dismissed in October 2010 for lack of jurisdiction. In September 2009, TPack filed an action against Xtera in the Ontario Superior Court of Justice in Canada, which action was resumed in March 2011 following dismissal of the Texas action. In the Canadian action, TPack seeks contract damages from Xtera of approximately $1.0 million plus pre-judgment interest and expenses. In April 2011, Xtera filed a statement of defense and counter claim with the Ontario court, in which Xtera denies liability to TPack and seeks reimbursement of approximately $1.7 million in development fees and royalties previously paid to TPack, plus pre-judgment interest and expenses. Discovery in the legal proceedings is continuing. The Company does not currently anticipate that the TPack/Xtera legal proceedings will have a material adverse effect on TPack, the Company or their respective operations. </font></p> </div> <div> <p style="margin-top: 0px; margin-bottom: 0px;"><font style="font-family: Times New Roman;" class="_mt" size="2"><b>4. Veloce </b></font></p> <p style="margin-top: 6px; text-indent: 32px; margin-bottom: 0px;"><font style="font-family: Times New Roman;" class="_mt" size="2">The Company and Veloce are parties to a development agreement, dated as of May 17, 2009, as amended on November 8, 2010 and July 18, 2011 (the "Development Agreement") pursuant to which Veloce has agreed to perform product development work for the Company on an exclusive basis for up to five years for cash and other consideration, including a warrant to purchase shares of the Company's common stock which was scheduled to vest in quarterly increments through December 2012. A portion of the vested warrant has been committed to be distributed to the employees of Veloce and will be settled in cash instead of common stock. Therefore, the Company has recognized stock-based compensation expense in R&amp;D expense and recorded a corresponding liability for this distribution in the Company's consolidated financial statements. The warrant was 69% vested as of March 31, 2012. </font></p> <p style="margin-top: 12px; text-indent: 32px; margin-bottom: 0px;"><font style="font-family: Times New Roman;" class="_mt" size="2">Pursuant to the Development Agreement, the Company is paying Veloce $2.3 million per quarter for up to twelve consecutive quarters in order to assist Veloce in meeting its expenses to perform its obligations under the agreement. In July 2011, the Company agreed to pay Veloce an additional $2.0 million over four quarters to cover certain increased expenses under the Development Agreement. These additional payments started in July 2011 and will end in the quarter ending June 30, 2012, or earlier in the event the Company acquires Veloce. The Company recognizes the payments as research and development expenses when such operating costs have been incurred by Veloce. During the fiscal years ended March 31, 2012, 2011 and 2010, the Company recognized $13.1 million, $11.2 million and $6.2 million of costs incurred by Veloce as research and development expense, respectively. </font></p> <p style="margin-top: 12px; text-indent: 32px; margin-bottom: 0px;"><font style="font-family: Times New Roman;" class="_mt" size="2">The Company proposes to acquire Veloce in accordance with the terms and conditions of the Agreement and Plan of Merger, entered into as of May 17, 2009, as amended by Amendment No. 1 to Agreement and Plan of Merger, entered into as of November 8, 2010 (the "First Amendment"), and collectively referred to as "Original Merger Agreement". Under the Original Merger Agreement, the Company agreed to acquire Veloce if certain performance milestones and delivery schedules set forth therein are achieved. Should the Company acquire Veloce pursuant to the Original Merger Agreement, the purchase price payable by the Company was estimated to be in the range of approximately $7 million up to approximately $135 million. The final price would be based upon the achievement and timing of multiple product development milestones, as adjusted based upon actual technical performance results. </font></p> <p style="margin-top: 12px; text-indent: 32px; margin-bottom: 0px;"><font style="font-family: Times New Roman;" class="_mt" size="2">Upon entering into the Development Agreement and the Original Merger Agreement, the consolidated financial statements of the Company have included all of the accounts of Veloce for all fiscal years presented. For accounting purposes, the consideration payable for the acquisition of Veloce will be considered compensatory and will be recognized as research and development expense when the payment is deemed probable, estimable and earned. Recognition of these costs will occur when certain development and performance milestones become probable of achievement and earned. As of March 31, 2012, one significant performance and development milestone set forth under the Original Merger Agreement was considered probable of achievement. No other product development milestones included in the Original Merger Agreement were considered probable of achievement as of March 31, 2012. </font></p> <p style="margin-top: 12px; text-indent: 32px; margin-bottom: 0px;"><font style="font-family: Times New Roman;" class="_mt" size="2">On April 5, 2012 the Original Merger Agreement was amended ("Second Amendment"). Pursuant to the Second Amendment, the closing of the Company's acquisition of Veloce was set to occur upon achievement of a specified FPGA product development milestone by Veloce (the "FPGA II Milestone") and the satisfaction or waiver of certain closing conditions and consummation of certain other transactions contemplated by the Second Amendment (the "Closing"). The Closing currently is expected to occur during the first quarter of fiscal 2013. </font></p> <p style="margin-top: 12px; margin-bottom: 0px; font-size: 1px;">&nbsp;</p> <p style="margin-top: 0px; text-indent: 32px; margin-bottom: 0px;"><font style="font-family: Times New Roman;" class="_mt" size="2">Upon the Closing, each authorized share of Veloce's capital stock or share equivalent will convert into the right to receive, subject to the satisfaction of any vesting requirements, if applicable, a portion of the total consideration which consists of the following: </font></p> <p style="margin-top: 0px; margin-bottom: 0px; font-size: 6px;">&nbsp;</p> <table style="border-collapse: collapse;" border="0" cellspacing="0" cellpadding="0" width="100%"> <tr><td width="5%"><font class="_mt" size="1">&nbsp;</font></td> <td valign="top" width="2%" align="left"><font style="font-family: Times New Roman;" class="_mt" size="2">&#149;</font></td> <td valign="top" width="1%"><font class="_mt" size="1">&nbsp;</font></td> <td valign="top" align="left"> <p align="left"><font style="font-family: Times New Roman;" class="_mt" size="2">$60.4 million upon the Closing; and </font></p></td></tr></table> <p style="margin-top: 0px; margin-bottom: 0px; font-size: 6px;">&nbsp;</p> <table style="border-collapse: collapse;" border="0" cellspacing="0" cellpadding="0" width="100%"> <tr><td width="5%"><font class="_mt" size="1">&nbsp;</font></td> <td valign="top" width="2%" align="left"><font style="font-family: Times New Roman;" class="_mt" size="2">&#149;</font></td> <td valign="top" width="1%"><font class="_mt" size="1">&nbsp;</font></td> <td valign="top" align="left"> <p align="left"><font style="font-family: Times New Roman;" class="_mt" size="2">Additional amounts ranging from 0 to $75 million, in the event that certain post-Closing product development milestones are achieved. These post-Closing product development milestones are generally consistent with the product development milestones that were established in connection with the Original Merger Agreement. </font></p></td></tr></table> <p style="margin-top: 12px; text-indent: 32px; margin-bottom: 0px;"><font style="font-family: Times New Roman;" class="_mt" size="2">At the election of the Company, the consideration to be paid will be in cash, common stock of the Company or a combination of the two. The Company anticipates that a portion of the $60.4 million will be paid out at the Closing to the holders of Veloce common stock or stock equivalents and the remaining portion of the $60.4 million will be payable over a period that is expected to be in excess of twelve months, upon the satisfaction of additional vesting requirements. </font></p> <p style="margin-top: 12px; text-indent: 32px; margin-bottom: 0px;"><font style="font-family: Times New Roman;" class="_mt" size="2">One significant product development milestone included in both the First Amendment and Second Amendment was considered probable of achievement as of March 31, 2012. The Company estimated the amount earned by Veloce in connection with this product development milestone was equal to the consideration of $60.4 million that the Company has committed to pay upon the Closing. Accordingly, the Company has recognized $60.4 million of research and development expense for the fiscal year ended March 31, 2012. The total payment associated with this product development milestone may be greater than $60.4 million upon completion. The estimated total consideration to be paid in excess of the $60.4 million will be recognized ratably over the remaining estimated period to complete this product development milestone. As of March 31, 2012, the additional performance milestones included in the First Amendment were not considered probable of being achieved. Expense recognition in connection with additional consideration to be paid in future periods will begin when the product development milestones included in the Second Amendment become probable of achievement. </font></p> <p style="margin-top: 12px; text-indent: 32px; margin-bottom: 0px;"><font style="font-family: Times New Roman;" class="_mt" size="2">In connection with the Second Amendment, the Company and Veloce have also modified the warrant to purchase shares of the Company's common stock, previously granted to Veloce in May 2009 and amended in November 2010, by accelerating the vesting schedule to be fully vested as of April 5, 2012. </font></p> </div> 0.01 0.01 375000000 375000000 63666000 61879000 63666000 61879000 637000 619000 2352000 -5033000 -82856000 92931000 95282000 98804000 2407000 2137000 6778000 7243000 8436000 -11366000 <div> <p style="margin-top: 18px; margin-bottom: 0px;"><font style="font-family: Times New Roman;" class="_mt" size="2"><b>13. Sale of the 3ware Storage Adapter Business to LSI Corporation </b></font></p> <p style="margin-top: 6px; text-indent: 32px; margin-bottom: 0px;"><font style="font-family: Times New Roman;" class="_mt" size="2">On April 5, 2009, the Company entered into a Purchase Agreement with LSI Corporation ("LSI"). Under the Purchase Agreement, the Company agreed to sell to LSI substantially all of the operating assets (other than patents) primarily used or held for use in its 3ware storage adapter business (the "Storage Business") but retaining certain assets, including patents, cash, accounts receivable and accounts payable, even if related to the Storage Business (the "Transaction"). The assets sold included customer contracts, inventory, fixed assets, certain intellectual property and other assets, as well as rights to the name "3ware." </font></p> <p style="margin-top: 12px; text-indent: 32px; margin-bottom: 0px;"><font style="font-family: Times New Roman;" class="_mt" size="2">The Company completed the Transaction on April 21, 2009. After adjustments for the level of inventory of $0.7 million and products in the channel of $0.8 million, the final adjusted price of the Transaction was approximately $21.5 million for a gain of $11.4 million. During the fiscal year ended March 31, 2010, the Company and LSI reached an agreement to end the warranty support portion of the Purchase Agreement. As a result of the Transaction, the Company decreased its number of full-time employees by 56. </font></p> <p style="margin-top: 12px; text-indent: 32px; margin-bottom: 0px;"><font style="font-family: Times New Roman;" class="_mt" size="2">The Company has reclassified the financial results of the 3ware storage adapter business as discontinued operations for all periods presented. </font></p> </div> -0.11 -0.02 -1.33 7261000 6844000 -145000 322000 -10000 13183000 13183000 112667000 152428000 132083000 4287000 -24207000 -607000 -81760000 -13597000 -1006000 -82688000 -0.21 -0.02 -1.33 6112000 0.10 <div> <p style="margin-top: 0px; margin-bottom: 0px;"><font style="font-family: Times New Roman;" class="_mt" size="2"><b>6. Income Taxes </b></font></p> <p style="margin-top: 6px; text-indent: 32px; margin-bottom: 0px;"><font style="font-family: Times New Roman;" class="_mt" size="2">Loss from continuing operations before income tax consists of the following (in thousands): </font></p> <p style="margin-top: 0px; margin-bottom: 0px; font-size: 12px;">&nbsp;</p> <table style="border-collapse: collapse;" border="0" cellspacing="0" cellpadding="0" width="84%" align="center"> <tr><td width="64%"> </td> <td valign="bottom" width="7%"> </td> <td> </td> <td> </td> <td> </td> <td valign="bottom" width="6%"> </td> <td> </td> <td> </td> <td> </td> <td valign="bottom" width="6%"> </td> <td> </td> <td> </td> <td> </td></tr> <tr><td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td style="border-bottom: #000000 1px solid;" valign="bottom" colspan="10" align="center"><font style="font-family: Times New Roman;" class="_mt" size="1"><b>Fiscal Years Ended March&nbsp;31,</b></font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td></tr> <tr><td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td style="border-bottom: #000000 1px solid;" valign="bottom" colspan="2" align="center"><font style="font-family: Times New Roman;" class="_mt" size="1"><b>2012</b></font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td style="border-bottom: #000000 1px solid;" valign="bottom" colspan="2" align="center"><font style="font-family: Times New Roman;" class="_mt" size="1"><b>2011</b></font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td style="border-bottom: #000000 1px solid;" valign="bottom" colspan="2" align="center"><font style="font-family: Times New Roman;" class="_mt" size="1"><b>2010</b></font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td></tr> <tr bgcolor="#cceeff"><td valign="top"> <p style="text-indent: -1em; margin-left: 1em;"><font style="font-family: Times New Roman;" class="_mt" size="2">Loss from continuing operations before income tax:</font></p></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"> </td> <td valign="bottom"> </td> <td valign="bottom"> </td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"> </td> <td valign="bottom"> </td> <td valign="bottom"> </td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"> </td> <td valign="bottom"> </td> <td valign="bottom"> </td></tr> <tr><td valign="top"> <p style="text-indent: -1em; margin-left: 3em;"><font style="font-family: Times New Roman;" class="_mt" size="2">Domestic income (loss)</font></p></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">$</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">(78,630</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">)&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">$</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">536</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">$</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">(26,229</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">)&nbsp;</font></td></tr> <tr bgcolor="#cceeff"><td valign="top"> <p style="text-indent: -1em; margin-left: 3em;"><font style="font-family: Times New Roman;" class="_mt" size="2">Foreign income (loss)</font></p></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">(3,130</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">)&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">(1,143</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">)&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">2,022</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td></tr> <tr style="font-size: 1px;"><td valign="bottom"> </td> <td valign="bottom">&nbsp;&nbsp;</td> <td valign="bottom"> <p style="border-top: #000000 1px solid;">&nbsp;</p></td> <td valign="bottom"> <p style="border-top: #000000 1px solid;">&nbsp;</p></td> <td>&nbsp;</td> <td valign="bottom">&nbsp;</td> <td valign="bottom"> <p style="border-top: #000000 1px solid;">&nbsp;</p></td> <td valign="bottom"> <p style="border-top: #000000 1px solid;">&nbsp;</p></td> <td>&nbsp;</td> <td valign="bottom">&nbsp;</td> <td valign="bottom"> <p style="border-top: #000000 1px solid;">&nbsp;</p></td> <td valign="bottom"> <p style="border-top: #000000 1px solid;">&nbsp;</p></td> <td>&nbsp;</td></tr> <tr><td valign="top"> </td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">$</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">(81,760</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">)&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">$</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">(607</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">)&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">$</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">(24,207</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">)&nbsp;</font></td></tr> <tr style="font-size: 1px;"><td valign="bottom"> </td> <td valign="bottom">&nbsp;&nbsp;</td> <td valign="bottom"> <p style="border-top: #000000 3px double;">&nbsp;</p></td> <td valign="bottom"> <p style="border-top: #000000 3px double;">&nbsp;</p></td> <td>&nbsp;</td> <td valign="bottom">&nbsp;</td> <td valign="bottom"> <p style="border-top: #000000 3px double;">&nbsp;</p></td> <td valign="bottom"> <p style="border-top: #000000 3px double;">&nbsp;</p></td> <td>&nbsp;</td> <td valign="bottom">&nbsp;</td> <td valign="bottom"> <p style="border-top: #000000 3px double;">&nbsp;</p></td> <td valign="bottom"> <p style="border-top: #000000 3px double;">&nbsp;</p></td> <td>&nbsp;</td></tr></table> <p style="margin-top: 12px; text-indent: 32px; margin-bottom: 0px;"><font style="font-family: Times New Roman;" class="_mt" size="2">Income tax expense (benefit) from continuing operations consists of the following (in thousands): </font></p> <p style="margin-top: 0px; margin-bottom: 0px; font-size: 12px;">&nbsp;</p> <table style="border-collapse: collapse;" border="0" cellspacing="0" cellpadding="0" width="84%" align="center"> <tr><td width="68%"> </td> <td valign="bottom" width="7%"> </td> <td> </td> <td> </td> <td> </td> <td valign="bottom" width="6%"> </td> <td> </td> <td> </td> <td> </td> <td valign="bottom" width="6%"> </td> <td> </td> <td> </td> <td> </td></tr> <tr><td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td style="border-bottom: #000000 1px solid;" valign="bottom" colspan="10" align="center"><font style="font-family: Times New Roman;" class="_mt" size="1"><b>Fiscal Years Ended March&nbsp;31,</b></font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td></tr> <tr><td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td style="border-bottom: #000000 1px solid;" valign="bottom" colspan="2" align="center"><font style="font-family: Times New Roman;" class="_mt" size="1"><b>2012</b></font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td style="border-bottom: #000000 1px solid;" valign="bottom" colspan="2" align="center"><font style="font-family: Times New Roman;" class="_mt" size="1"><b>2011</b></font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td style="border-bottom: #000000 1px solid;" valign="bottom" colspan="2" align="center"><font style="font-family: Times New Roman;" class="_mt" size="1"><b>2010</b></font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td></tr> <tr bgcolor="#cceeff"><td valign="top"> <p style="text-indent: -1em; margin-left: 1em;"><font style="font-family: Times New Roman;" class="_mt" size="2">Current:</font></p></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"> </td> <td valign="bottom"> </td> <td valign="bottom"> </td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"> </td> <td valign="bottom"> </td> <td valign="bottom"> </td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"> </td> <td valign="bottom"> </td> <td valign="bottom"> </td></tr> <tr><td valign="top"> <p style="text-indent: -1em; margin-left: 3em;"><font style="font-family: Times New Roman;" class="_mt" size="2">Federal</font></p></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">$</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">147</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">$</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">(17</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">)&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">$</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">(10,078</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">)&nbsp;</font></td></tr> <tr bgcolor="#cceeff"><td valign="top"> <p style="text-indent: -1em; margin-left: 3em;"><font style="font-family: Times New Roman;" class="_mt" size="2">Foreign</font></p></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">1,034</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">285</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">213</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td></tr> <tr><td valign="top"> <p style="text-indent: -1em; margin-left: 3em;"><font style="font-family: Times New Roman;" class="_mt" size="2">State</font></p></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">60</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">131</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">(745</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">)&nbsp;</font></td></tr> <tr style="font-size: 1px;"><td valign="bottom"> </td> <td valign="bottom">&nbsp;&nbsp;</td> <td valign="bottom"> <p style="border-top: #000000 1px solid;">&nbsp;</p></td> <td valign="bottom"> <p style="border-top: #000000 1px solid;">&nbsp;</p></td> <td>&nbsp;</td> <td valign="bottom">&nbsp;</td> <td valign="bottom"> <p style="border-top: #000000 1px solid;">&nbsp;</p></td> <td valign="bottom"> <p style="border-top: #000000 1px solid;">&nbsp;</p></td> <td>&nbsp;</td> <td valign="bottom">&nbsp;</td> <td valign="bottom"> <p style="border-top: #000000 1px solid;">&nbsp;</p></td> <td valign="bottom"> <p style="border-top: #000000 1px solid;">&nbsp;</p></td> <td>&nbsp;</td></tr> <tr bgcolor="#cceeff"><td valign="top"> <p style="text-indent: -1em; margin-left: 5em;"><font style="font-family: Times New Roman;" class="_mt" size="2">Total Current</font></p></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">1,241</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">399</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">(10,610</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">)&nbsp;</font></td></tr> <tr><td valign="top"> <p style="text-indent: -1em; margin-left: 1em;"><font style="font-family: Times New Roman;" class="_mt" size="2">Deferred:</font></p></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"> </td> <td valign="bottom"> </td> <td valign="bottom"> </td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"> </td> <td valign="bottom"> </td> <td valign="bottom"> </td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"> </td> <td valign="bottom"> </td> <td valign="bottom"> </td></tr> <tr bgcolor="#cceeff"><td valign="top"> <p style="text-indent: -1em; margin-left: 3em;"><font style="font-family: Times New Roman;" class="_mt" size="2">Foreign</font></p></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">(313</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">)&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">&#8212;&nbsp;&nbsp;</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">&#8212;&nbsp;&nbsp;</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td></tr> <tr><td valign="top"> <p style="text-indent: -1em; margin-left: 3em;"><font style="font-family: Times New Roman;" class="_mt" size="2">State</font></p></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">&#8212;&nbsp;&nbsp;</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">&#8212;&nbsp;&nbsp;</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">&#8212;&nbsp;&nbsp;</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td></tr> <tr style="font-size: 1px;"><td valign="bottom"> </td> <td valign="bottom">&nbsp;&nbsp;</td> <td valign="bottom"> <p style="border-top: #000000 1px solid;">&nbsp;</p></td> <td valign="bottom"> <p style="border-top: #000000 1px solid;">&nbsp;</p></td> <td>&nbsp;</td> <td valign="bottom">&nbsp;</td> <td valign="bottom"> <p style="border-top: #000000 1px solid;">&nbsp;</p></td> <td valign="bottom"> <p style="border-top: #000000 1px solid;">&nbsp;</p></td> <td>&nbsp;</td> <td valign="bottom">&nbsp;</td> <td valign="bottom"> <p style="border-top: #000000 1px solid;">&nbsp;</p></td> <td valign="bottom"> <p style="border-top: #000000 1px solid;">&nbsp;</p></td> <td>&nbsp;</td></tr> <tr bgcolor="#cceeff"><td valign="top"> <p style="text-indent: -1em; margin-left: 5em;"><font style="font-family: Times New Roman;" class="_mt" size="2">Total Deferred</font></p></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">(313</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">)</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">&#8212;&nbsp;&nbsp;</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">&#8212;&nbsp;&nbsp;</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td></tr> <tr style="font-size: 1px;"><td valign="bottom"> </td> <td valign="bottom">&nbsp;&nbsp;</td> <td valign="bottom"> <p style="border-top: #000000 1px solid;">&nbsp;</p></td> <td valign="bottom"> <p style="border-top: #000000 1px solid;">&nbsp;</p></td> <td>&nbsp;</td> <td valign="bottom">&nbsp;</td> <td valign="bottom"> <p style="border-top: #000000 1px solid;">&nbsp;</p></td> <td valign="bottom"> <p style="border-top: #000000 1px solid;">&nbsp;</p></td> <td>&nbsp;</td> <td valign="bottom">&nbsp;</td> <td valign="bottom"> <p style="border-top: #000000 1px solid;">&nbsp;</p></td> <td valign="bottom"> <p style="border-top: #000000 1px solid;">&nbsp;</p></td> <td>&nbsp;</td></tr> <tr><td valign="top"> </td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">$</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">928</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">$</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">399</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">$</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">(10,610</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">)&nbsp;</font></td></tr> <tr style="font-size: 1px;"><td valign="bottom"> </td> <td valign="bottom">&nbsp;&nbsp;</td> <td valign="bottom"> <p style="border-top: #000000 3px double;">&nbsp;</p></td> <td valign="bottom"> <p style="border-top: #000000 3px double;">&nbsp;</p></td> <td>&nbsp;</td> <td valign="bottom">&nbsp;</td> <td valign="bottom"> <p style="border-top: #000000 3px double;">&nbsp;</p></td> <td valign="bottom"> <p style="border-top: #000000 3px double;">&nbsp;</p></td> <td>&nbsp;</td> <td valign="bottom">&nbsp;</td> <td valign="bottom"> <p style="border-top: #000000 3px double;">&nbsp;</p></td> <td valign="bottom"> <p style="border-top: #000000 3px double;">&nbsp;</p></td> <td>&nbsp;</td></tr></table> <p style="margin-top: 12px; text-indent: 32px; margin-bottom: 0px;"><font style="font-family: Times New Roman;" class="_mt" size="2">The provision (benefit) for income taxes reconciles to the amount computed by applying the federal statutory rate (35%) to loss before income taxes as follows for continuing operations (in thousands): </font></p> <p style="margin-top: 0px; margin-bottom: 0px; font-size: 12px;">&nbsp;</p> <table style="border-collapse: collapse;" border="0" cellspacing="0" cellpadding="0" width="100%" align="center"> <tr><td width="58%"> </td> <td valign="bottom" width="3%"> </td> <td> </td> <td> </td> <td> </td> <td valign="bottom" width="3%"> </td> <td> </td> <td> </td> <td valign="bottom" width="3%"> </td> <td valign="bottom" width="3%"> </td> <td> </td> <td> </td> <td> </td> <td valign="bottom" width="3%"> </td> <td> </td> <td> </td> <td valign="bottom" width="3%"> </td> <td valign="bottom" width="3%"> </td> <td> </td> <td> </td> <td> </td> <td valign="bottom" width="3%"> </td> <td> </td> <td> </td> <td> </td></tr> <tr><td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td style="border-bottom: #000000 1px solid;" valign="bottom" colspan="22" align="center"><font style="font-family: Times New Roman;" class="_mt" size="1"><b>Fiscal Years Ended March&nbsp;31,</b></font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td></tr> <tr><td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td style="border-bottom: #000000 1px solid;" valign="bottom" colspan="6" align="center"><font style="font-family: Times New Roman;" class="_mt" size="1"><b>2012</b></font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td style="border-bottom: #000000 1px solid;" valign="bottom" colspan="6" align="center"><font style="font-family: Times New Roman;" class="_mt" size="1"><b>2011</b></font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td style="border-bottom: #000000 1px solid;" valign="bottom" colspan="6" align="center"><font style="font-family: Times New Roman;" class="_mt" size="1"><b>2010</b></font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td></tr> <tr><td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td style="border-bottom: #000000 1px solid;" valign="bottom" colspan="2" align="center"><font style="font-family: Times New Roman;" class="_mt" size="1"><b>$</b></font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td style="border-bottom: #000000 1px solid;" valign="bottom" colspan="2" align="center"><font style="font-family: Times New Roman;" class="_mt" size="1"><b>%</b></font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td style="border-bottom: #000000 1px solid;" valign="bottom" colspan="2" align="center"><font style="font-family: Times New Roman;" class="_mt" size="1"><b>$</b></font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td style="border-bottom: #000000 1px solid;" valign="bottom" colspan="2" align="center"><font style="font-family: Times New Roman;" class="_mt" size="1"><b>%</b></font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td style="border-bottom: #000000 1px solid;" valign="bottom" colspan="2" align="center"><font style="font-family: Times New Roman;" class="_mt" size="1"><b>$</b></font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td style="border-bottom: #000000 1px solid;" valign="bottom" colspan="2" align="center"><font style="font-family: Times New Roman;" class="_mt" size="1"><b>%</b></font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td></tr> <tr bgcolor="#cceeff"><td valign="top"> <p style="text-indent: -1em; margin-left: 1em;"><font style="font-family: Times New Roman;" class="_mt" size="2">Tax at federal statutory rate</font></p></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">$</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">(28,613</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">)&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">35</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">%&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">$</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">(212</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">)&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">35</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">%&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">$</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">(8,473</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">)&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">35</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">%&nbsp;</font></td></tr> <tr><td valign="top"> <p style="text-indent: -1em; margin-left: 1em;"><font style="font-family: Times New Roman;" class="_mt" size="2">Tax benefit from loss from continuing operations</font></p></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">(123</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">)</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">&#8212;&nbsp;&nbsp;</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">&#8212;&nbsp;&nbsp;</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">&#8212;&nbsp;&nbsp;</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">(10,386</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">)</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">43</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td></tr> <tr bgcolor="#cceeff"><td valign="top"> <p style="text-indent: -1em; margin-left: 1em;"><font style="font-family: Times New Roman;" class="_mt" size="2">Other Permanent Differences</font></p></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">2,295</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">(3</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">)&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">1,903</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">(314</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">)&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">1,144</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">(5</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">)&nbsp;</font></td></tr> <tr><td valign="top"> <p style="text-indent: -1em; margin-left: 1em;"><font style="font-family: Times New Roman;" class="_mt" size="2">State taxes, net of federal benefit</font></p></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">(3,937</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">)&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">5</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">(30</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">)&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">5</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">(903</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">)&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">4</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td></tr> <tr bgcolor="#cceeff"><td valign="top"> <p style="text-indent: -1em; margin-left: 1em;"><font style="font-family: Times New Roman;" class="_mt" size="2">Federal tax credits</font></p></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">(4,131</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">)&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">5</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">(3,010</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">)&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">496</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">(1,746</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">)&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">7</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td></tr> <tr><td valign="top"> <p style="text-indent: -1em; margin-left: 1em;"><font style="font-family: Times New Roman;" class="_mt" size="2">State tax credits</font></p></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">(622</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">)&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">1</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">(409</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">)&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">67</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">(295</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">)&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">1</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td></tr> <tr bgcolor="#cceeff"><td valign="top"> <p style="margin-top: 0px; text-indent: -1em; margin-bottom: 1px; margin-left: 1em;"><font style="font-family: Times New Roman;" class="_mt" size="2">Veloce accrued liability</font></p></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">24,046</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">(29</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">)&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">&#8212;&nbsp;&nbsp;</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">&#8212;&nbsp;&nbsp;</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">&#8212;&nbsp;&nbsp;</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">&#8212;&nbsp;&nbsp;</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td></tr> <tr><td valign="top"> <p style="text-indent: -1em; margin-left: 1em;"><font style="font-family: Times New Roman;" class="_mt" size="2">Valuation allowance</font></p></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">11,600</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">(14</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">)&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">1,441</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">(237</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">)&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">9,706</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">(40</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">)&nbsp;</font></td></tr> <tr bgcolor="#cceeff"><td valign="top"> <p style="text-indent: -1em; margin-left: 1em;"><font style="font-family: Times New Roman;" class="_mt" size="2">Change in contingency reserve</font></p></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">52</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">&#8212;&nbsp;&nbsp;</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">94</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">(15</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">)&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">(36</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">)&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">&#8212;&nbsp;&nbsp;</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td></tr> <tr><td valign="top"> <p style="text-indent: -1em; margin-left: 1em;"><font style="font-family: Times New Roman;" class="_mt" size="2">Other</font></p></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">361</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">(1</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">)&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">622</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">(102</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">)&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">379</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">(2</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">)&nbsp;</font></td></tr> <tr style="font-size: 1px;"><td valign="bottom"> </td> <td valign="bottom">&nbsp;&nbsp;</td> <td valign="bottom"> <p style="border-top: #000000 1px solid;">&nbsp;</p></td> <td valign="bottom"> <p style="border-top: #000000 1px solid;">&nbsp;</p></td> <td>&nbsp;</td> <td valign="bottom">&nbsp;</td> <td valign="bottom"> <p style="border-top: #000000 1px solid;">&nbsp;</p></td> <td valign="bottom"> <p style="border-top: #000000 1px solid;">&nbsp;</p></td> <td>&nbsp;</td> <td valign="bottom">&nbsp;</td> <td valign="bottom"> <p style="border-top: #000000 1px solid;">&nbsp;</p></td> <td valign="bottom"> <p style="border-top: #000000 1px solid;">&nbsp;</p></td> <td>&nbsp;</td> <td valign="bottom">&nbsp;</td> <td valign="bottom"> <p style="border-top: #000000 1px solid;">&nbsp;</p></td> <td valign="bottom"> <p style="border-top: #000000 1px solid;">&nbsp;</p></td> <td>&nbsp;</td> <td valign="bottom">&nbsp;</td> <td valign="bottom"> <p style="border-top: #000000 1px solid;">&nbsp;</p></td> <td valign="bottom"> <p style="border-top: #000000 1px solid;">&nbsp;</p></td> <td>&nbsp;</td> <td valign="bottom">&nbsp;</td> <td valign="bottom"> <p style="border-top: #000000 1px solid;">&nbsp;</p></td> <td valign="bottom"> <p style="border-top: #000000 1px solid;">&nbsp;</p></td> <td>&nbsp;</td></tr> <tr bgcolor="#cceeff"><td valign="top"> </td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">$</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">928</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">(1</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">)%&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">$</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">399</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">(66</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">)%&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">$</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">(10,610</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">)&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">43</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">%&nbsp;</font></td></tr> <tr style="font-size: 1px;"><td valign="bottom"> </td> <td valign="bottom">&nbsp;&nbsp;</td> <td valign="bottom"> <p style="border-top: #000000 3px double;">&nbsp;</p></td> <td valign="bottom"> <p style="border-top: #000000 3px double;">&nbsp;</p></td> <td>&nbsp;</td> <td valign="bottom">&nbsp;</td> <td valign="bottom"> <p style="border-top: #000000 3px double;">&nbsp;</p></td> <td valign="bottom"> <p style="border-top: #000000 3px double;">&nbsp;</p></td> <td>&nbsp;</td> <td valign="bottom">&nbsp;</td> <td valign="bottom"> <p style="border-top: #000000 3px double;">&nbsp;</p></td> <td valign="bottom"> <p style="border-top: #000000 3px double;">&nbsp;</p></td> <td>&nbsp;</td> <td valign="bottom">&nbsp;</td> <td valign="bottom"> <p style="border-top: #000000 3px double;">&nbsp;</p></td> <td valign="bottom"> <p style="border-top: #000000 3px double;">&nbsp;</p></td> <td>&nbsp;</td> <td valign="bottom">&nbsp;</td> <td valign="bottom"> <p style="border-top: #000000 3px double;">&nbsp;</p></td> <td valign="bottom"> <p style="border-top: #000000 3px double;">&nbsp;</p></td> <td>&nbsp;</td> <td valign="bottom">&nbsp;</td> <td valign="bottom"> <p style="border-top: #000000 3px double;">&nbsp;</p></td> <td valign="bottom"> <p style="border-top: #000000 3px double;">&nbsp;</p></td> <td>&nbsp;</td></tr></table> <p style="margin-top: 12px; margin-bottom: 0px; font-size: 1px;">&nbsp;</p> <p style="margin-top: 0px; text-indent: 32px; margin-bottom: 0px;"><font style="font-family: Times New Roman;" class="_mt" size="2">Significant components of the Company's deferred tax assets and liabilities for federal and state income taxes are as shown below (in thousands): </font></p> <p style="margin-top: 0px; margin-bottom: 0px; font-size: 12px;">&nbsp;</p> <table style="border-collapse: collapse;" border="0" cellspacing="0" cellpadding="0" width="84%" align="center"> <tr><td width="73%"> </td> <td valign="bottom" width="7%"> </td> <td> </td> <td> </td> <td> </td> <td valign="bottom" width="6%"> </td> <td> </td> <td> </td> <td> </td></tr> <tr><td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td style="border-bottom: #000000 1px solid;" valign="bottom" colspan="6" align="center"><font style="font-family: Times New Roman;" class="_mt" size="1"><b>March&nbsp;31,</b></font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td></tr> <tr><td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td style="border-bottom: #000000 1px solid;" valign="bottom" colspan="2" align="center"><font style="font-family: Times New Roman;" class="_mt" size="1"><b>2012</b></font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td style="border-bottom: #000000 1px solid;" valign="bottom" colspan="2" align="center"><font style="font-family: Times New Roman;" class="_mt" size="1"><b>2011</b></font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td></tr> <tr bgcolor="#cceeff"><td valign="top"> <p style="text-indent: -1em; margin-left: 1em;"><font style="font-family: Times New Roman;" class="_mt" size="2">Deferred tax assets:</font></p></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"> </td> <td valign="bottom"> </td> <td valign="bottom"> </td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"> </td> <td valign="bottom"> </td> <td valign="bottom"> </td></tr> <tr><td valign="top"> <p style="text-indent: -1em; margin-left: 3em;"><font style="font-family: Times New Roman;" class="_mt" size="2">Net operating loss carryforwards</font></p></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">$</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">284,210</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">$</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">278,615</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td></tr> <tr bgcolor="#cceeff"><td valign="top"> <p style="text-indent: -1em; margin-left: 3em;"><font style="font-family: Times New Roman;" class="_mt" size="2">Research and development credit carryforwards</font></p></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">78,621</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">74,061</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td></tr> <tr><td valign="top"> <p style="text-indent: -1em; margin-left: 3em;"><font style="font-family: Times New Roman;" class="_mt" size="2">Inventory write-downs and other reserves</font></p></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">9,748</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">8,459</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td></tr> <tr bgcolor="#cceeff"><td valign="top"> <p style="text-indent: -1em; margin-left: 3em;"><font style="font-family: Times New Roman;" class="_mt" size="2">Capitalization of research and development costs</font></p></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">8,451</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">9,071</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td></tr> <tr><td valign="top"> <p style="text-indent: -1em; margin-left: 3em;"><font style="font-family: Times New Roman;" class="_mt" size="2">Goodwill</font></p></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">8,248</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">9,154</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td></tr> <tr bgcolor="#cceeff"><td valign="top"> <p style="text-indent: -1em; margin-left: 3em;"><font style="font-family: Times New Roman;" class="_mt" size="2">Intangible assets</font></p></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">46,681</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">53,153</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td></tr> <tr><td valign="top"> <p style="text-indent: -1em; margin-left: 3em;"><font style="font-family: Times New Roman;" class="_mt" size="2">Investment impairment</font></p></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">4,083</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">8,748</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td></tr> <tr bgcolor="#cceeff"><td valign="top"> <p style="text-indent: -1em; margin-left: 3em;"><font style="font-family: Times New Roman;" class="_mt" size="2">Stock-based compensation</font></p></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">26,975</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">27,071</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td></tr> <tr><td valign="top"> <p style="text-indent: -1em; margin-left: 3em;"><font style="font-family: Times New Roman;" class="_mt" size="2">Other</font></p></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">979</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">589</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td></tr> <tr style="font-size: 1px;"><td valign="bottom"> </td> <td valign="bottom">&nbsp;&nbsp;</td> <td valign="bottom"> <p style="border-top: #000000 1px solid;">&nbsp;</p></td> <td valign="bottom"> <p style="border-top: #000000 1px solid;">&nbsp;</p></td> <td>&nbsp;</td> <td valign="bottom">&nbsp;</td> <td valign="bottom"> <p style="border-top: #000000 1px solid;">&nbsp;</p></td> <td valign="bottom"> <p style="border-top: #000000 1px solid;">&nbsp;</p></td> <td>&nbsp;</td></tr> <tr bgcolor="#cceeff"><td valign="top"> <p style="text-indent: -1em; margin-left: 3em;"><font style="font-family: Times New Roman;" class="_mt" size="2">Total deferred tax assets</font></p></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">467,996</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">468,921</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td></tr> <tr><td valign="top"> <p style="text-indent: -1em; margin-left: 1em;"><font style="font-family: Times New Roman;" class="_mt" size="2">Deferred tax liabilities:</font></p></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"> </td> <td valign="bottom"> </td> <td valign="bottom"> </td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"> </td> <td valign="bottom"> </td> <td valign="bottom"> </td></tr> <tr bgcolor="#cceeff"><td valign="top"> <p style="text-indent: -1em; margin-left: 3em;"><font style="font-family: Times New Roman;" class="_mt" size="2">Depreciation and amortization</font></p></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">(2,402</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">)&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">(7,155</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">)&nbsp;</font></td></tr> <tr><td valign="top"> <p style="text-indent: -1em; margin-left: 3em;"><font style="font-family: Times New Roman;" class="_mt" size="2">Intangible assets</font></p></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">&#8212;&nbsp;&nbsp;</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">(494</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">)&nbsp;</font></td></tr> <tr style="font-size: 1px;"><td valign="bottom"> </td> <td valign="bottom">&nbsp;&nbsp;</td> <td valign="bottom"> <p style="border-top: #000000 1px solid;">&nbsp;</p></td> <td valign="bottom"> <p style="border-top: #000000 1px solid;">&nbsp;</p></td> <td>&nbsp;</td> <td valign="bottom">&nbsp;</td> <td valign="bottom"> <p style="border-top: #000000 1px solid;">&nbsp;</p></td> <td valign="bottom"> <p style="border-top: #000000 1px solid;">&nbsp;</p></td> <td>&nbsp;</td></tr> <tr bgcolor="#cceeff"><td valign="top"> <p style="text-indent: -1em; margin-left: 3em;"><font style="font-family: Times New Roman;" class="_mt" size="2">Net deferred tax asset</font></p></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">465,594</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">461,272</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td></tr> <tr><td valign="top"> <p style="text-indent: -1em; margin-left: 3em;"><font style="font-family: Times New Roman;" class="_mt" size="2">Valuation allowance</font></p></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">(465,281</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">)&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">(461,272</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">)&nbsp;</font></td></tr> <tr style="font-size: 1px;"><td valign="bottom"> </td> <td valign="bottom">&nbsp;&nbsp;</td> <td valign="bottom"> <p style="border-top: #000000 1px solid;">&nbsp;</p></td> <td valign="bottom"> <p style="border-top: #000000 1px solid;">&nbsp;</p></td> <td>&nbsp;</td> <td valign="bottom">&nbsp;</td> <td valign="bottom"> <p style="border-top: #000000 1px solid;">&nbsp;</p></td> <td valign="bottom"> <p style="border-top: #000000 1px solid;">&nbsp;</p></td> <td>&nbsp;</td></tr> <tr bgcolor="#cceeff"><td valign="top"> </td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">$</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">313</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">$</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">&#8212;&nbsp;&nbsp;</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td></tr> <tr style="font-size: 1px;"><td valign="bottom"> </td> <td valign="bottom">&nbsp;&nbsp;</td> <td valign="bottom"> <p style="border-top: #000000 3px double;">&nbsp;</p></td> <td valign="bottom"> <p style="border-top: #000000 3px double;">&nbsp;</p></td> <td>&nbsp;</td> <td valign="bottom">&nbsp;</td> <td valign="bottom"> <p style="border-top: #000000 3px double;">&nbsp;</p></td> <td valign="bottom"> <p style="border-top: #000000 3px double;">&nbsp;</p></td> <td>&nbsp;</td></tr></table> <p style="margin-top: 12px; text-indent: 32px; margin-bottom: 0px;"><font style="font-family: Times New Roman;" class="_mt" size="2">At March 31, 2012, the Company has federal and state R&amp;D tax credit carryforwards of approximately $96.3 million and $51.1 million, respectively, which begin to expire in the fiscal year ending March 31, 2014 unless previously utilized. The Company also has federal and state net operating loss carryforwards of approximately $1,051.5 million and $581.9 million, respectively, which will begin to expire in fiscal year 2018 and fiscal year 2013, respectively. Federal and state laws impose restrictions on the utilization of net operating loss and tax credit carryforwards in the event of an "ownership change" for tax purposes as defined by Section 382 of the Internal Revenue Code. The Company has completed a Section 382 analysis regarding the limitation of net operating loss and R&amp;D tax credit carryforwards. There were no ownership changes identified. </font></p> <p style="margin-top: 12px; text-indent: 32px; margin-bottom: 0px;"><font style="font-family: Times New Roman;" class="_mt" size="2">As a result of the adoption of ASC 718-10, the Company recognizes tax benefits associated with the exercise of stock options directly to stockholders' equity only when realized. Accordingly, deferred tax assets are not recognized for net operating loss carryforwards resulting from tax benefits occurring from April 1, 2006 onward. A windfall tax benefit occurs when the actual tax benefit realized upon an employee's disposition of a share-based award exceeds the deferred tax asset, if any, associated with the award. </font></p> <p style="margin-top: 12px; text-indent: 32px; margin-bottom: 0px;"><font style="font-family: Times New Roman;" class="_mt" size="2">The Company has established a valuation allowance against most of its net deferred tax assets, due to uncertainty regarding their future realization. In assessing the realizability of its deferred tax assets, management considers cumulative losses, the scheduled reversal of deferred tax liabilities, projected future taxable income, and tax planning strategies. Based on the projections for future taxable income over the periods in which the deferred tax assets are realizable and the full utilization of the Company's loss carryback potential, management concluded that a valuation allowance should be recorded in 2012, 2011 and 2010 against most of its deferred tax assets. </font></p> <p style="margin-top: 12px; text-indent: 32px; margin-bottom: 0px;"><font style="font-family: Times New Roman;" class="_mt" size="2">The Company adopted the provisions of ASC 740-10 as it relates to accounting for uncertainty in income taxes, on April 1, 2007. The adoption of ASC 740-10 was not material to the financial statements due to a full valuation allowance against deferred tax assets. The total amount of unrecognized tax benefits as of the date of adoption was $37.4 million, including interest and penalties. </font></p> <p style="margin-top: 12px; text-indent: 32px; margin-bottom: 0px;"><font style="font-family: Times New Roman;" class="_mt" size="2">The following is a tabular reconciliation of the Unrecognized Tax Benefits activity during the fiscal year ended March 31, 2012 (in thousands): </font></p> <p style="margin-top: 0px; margin-bottom: 0px; font-size: 12px;">&nbsp;</p> <table style="border-collapse: collapse;" border="0" cellspacing="0" cellpadding="0" width="76%" align="center"> <tr><td width="86%"> </td> <td valign="bottom" width="6%"> </td> <td> </td> <td> </td> <td> </td></tr> <tr bgcolor="#cceeff"><td valign="top"> <p style="text-indent: -1em; margin-left: 1em;"><font style="font-family: Times New Roman;" class="_mt" size="2">Opening Balance</font></p></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">$</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;40,614</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td></tr> <tr><td valign="top"> <p style="text-indent: -1em; margin-left: 3em;"><font style="font-family: Times New Roman;" class="_mt" size="2">Gross increases &#8212; tax positions in prior period</font></p></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">867</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td></tr> <tr bgcolor="#cceeff"><td valign="top"> <p style="text-indent: -1em; margin-left: 3em;"><font style="font-family: Times New Roman;" class="_mt" size="2">Gross increases &#8212; current-period tax positions</font></p></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">1,698</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td></tr> <tr style="font-size: 1px;"><td valign="bottom"> </td> <td valign="bottom">&nbsp;&nbsp;</td> <td valign="bottom"> <p style="border-top: #000000 1px solid;">&nbsp;</p></td> <td valign="bottom"> <p style="border-top: #000000 1px solid;">&nbsp;</p></td> <td>&nbsp;</td></tr> <tr><td valign="top"> <p style="text-indent: -1em; margin-left: 1em;"><font style="font-family: Times New Roman;" class="_mt" size="2">Ending Balance</font></p></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">$</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">43,179</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td></tr> <tr style="font-size: 1px;"><td valign="bottom"> </td> <td valign="bottom">&nbsp;&nbsp;</td> <td valign="bottom"> <p style="border-top: #000000 3px double;">&nbsp;</p></td> <td valign="bottom"> <p style="border-top: #000000 3px double;">&nbsp;</p></td> <td>&nbsp;</td></tr></table> <p style="margin-top: 0px; text-indent: 32px; margin-bottom: 0px;"><font style="font-family: Times New Roman;" class="_mt" size="2">If recognized, approximately $0.5 million of the $43.2 million of unrecognized tax benefits would affect the Company's effective tax rate. </font></p> <p style="margin-top: 12px; text-indent: 32px; margin-bottom: 0px;"><font style="font-family: Times New Roman;" class="_mt" size="2">The Company recognizes interest accrued related to unrecognized tax benefits in interest expense and penalties in income tax expense. As of March 31, 2012, the Company has recognized $0.1 million of accrued interest and penalties related to uncertain tax positions. </font></p> <p style="margin-top: 12px; text-indent: 32px; margin-bottom: 0px;"><font style="font-family: Times New Roman;" class="_mt" size="2">The Company is subject to taxation in the U.S. and various states and foreign jurisdictions. </font></p> <p style="margin-top: 12px; text-indent: 32px; margin-bottom: 0px;"><font style="font-family: Times New Roman;" class="_mt" size="2">Effectively, all of the Company's historical tax years are subject to examination by the Internal Revenue Service and various state jurisdictions due to the generation of net operating loss and credit carryforwards. With few exceptions, the Company is no longer subject to foreign examinations by tax authorities for years before 2008. </font></p> <p style="margin-top: 12px; text-indent: 32px; margin-bottom: 0px;"><font style="font-family: Times New Roman;" class="_mt" size="2">The Company does not foresee significant changes to its unrecognized tax benefits within the next twelve months. </font></p> </div> 48000 327000 692000 -10610000 399000 928000 2245000 1842000 -4451000 5355000 -3465000 2669000 -7077000 -1162000 -2860000 -1776000 956000 -270000 -10754000 11174000 -3317000 237000 1561000 3903000 23388000 16634000 26561000 23244000 <div> <p style="margin-top: 18px; margin-bottom: 0px;"><font style="font-family: Times New Roman;" class="_mt" size="2"><b>2. Investments </b></font></p> <p style="margin-top: 6px; text-indent: 32px; margin-bottom: 0px;"><font style="font-family: Times New Roman;" class="_mt" size="2">The Company classifies its short-term investments as "available-for-sale" and records such assets at the estimated fair value with unrealized gains and losses excluded from net loss and reported, net of tax, in comprehensive income (loss). The portion of such unrealized losses that are deemed to be other-than-temporary in nature are charged to the statements of operations. The basis for computing realized gains or losses is by specific identification. In addition, the Company had approximately $0.9 million in restricted cash related to its voluntary disability insurance program as of March 31, 2012 and 2011 and is included in cash and cash equivalents on the consolidated balance sheet. </font></p> <p style="margin-top: 12px; text-indent: 32px; margin-bottom: 0px;"><font style="font-family: Times New Roman;" class="_mt" size="2">The following is a summary of available-for-sale securities (in thousands): </font></p> <p style="margin-top: 0px; margin-bottom: 0px; font-size: 12px;">&nbsp;</p> <table style="border-collapse: collapse;" border="0" cellspacing="0" cellpadding="0" width="100%" align="center"> <tr><td width="40%"> </td> <td valign="bottom" width="2%"> </td> <td> </td> <td> </td> <td> </td> <td valign="bottom" width="2%"> </td> <td> </td> <td> </td> <td> </td> <td valign="bottom" width="2%"> </td> <td> </td> <td> </td> <td> </td> <td valign="bottom" width="2%"> </td> <td> </td> <td> </td> <td> </td> <td valign="bottom" width="2%"> </td> <td> </td> <td> </td> <td> </td> <td valign="bottom" width="2%"> </td> <td> </td> <td> </td> <td> </td> <td valign="bottom" width="2%"> </td> <td> </td> <td> </td> <td> </td> <td valign="bottom" width="2%"> </td> <td> </td> <td> </td> <td> </td></tr> <tr><td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td style="border-bottom: #000000 1px solid;" valign="bottom" colspan="14" align="center"><font style="font-family: Times New Roman;" class="_mt" size="1"><b>March&nbsp;31, 2012</b></font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td style="border-bottom: #000000 1px solid;" valign="bottom" colspan="14" align="center"><font style="font-family: Times New Roman;" class="_mt" size="1"><b>March&nbsp;31, 2011</b></font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td></tr> <tr><td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td style="border-bottom: #000000 1px solid;" valign="bottom" rowspan="2" colspan="2" align="center"><font style="font-family: Times New Roman;" class="_mt" size="1"><b>Amortized<br />Cost</b></font></td> <td valign="bottom" rowspan="2"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td style="border-bottom: #000000 1px solid;" valign="bottom" colspan="6" align="center"><font style="font-family: Times New Roman;" class="_mt" size="1"><b>Gross&nbsp;Unrealized</b></font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td style="border-bottom: #000000 1px solid;" valign="bottom" rowspan="2" colspan="2" align="center"><font style="font-family: Times New Roman;" class="_mt" size="1"><b>Estimated<br />Fair&nbsp;Value</b></font></td> <td valign="bottom" rowspan="2"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td style="border-bottom: #000000 1px solid;" valign="bottom" rowspan="2" colspan="2" align="center"><font style="font-family: Times New Roman;" class="_mt" size="1"><b>Amortized<br />Cost</b></font></td> <td valign="bottom" rowspan="2"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td style="border-bottom: #000000 1px solid;" valign="bottom" colspan="6" align="center"><font style="font-family: Times New Roman;" class="_mt" size="1"><b>Gross&nbsp;Unrealized</b></font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td style="border-bottom: #000000 1px solid;" valign="bottom" rowspan="2" colspan="2" align="center"><font style="font-family: Times New Roman;" class="_mt" size="1"><b>Estimated<br />Fair&nbsp;Value</b></font></td> <td valign="bottom" rowspan="2"><font class="_mt" size="1">&nbsp;</font></td></tr> <tr><td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td style="border-bottom: #000000 1px solid;" valign="bottom" colspan="2" align="center"><font style="font-family: Times New Roman;" class="_mt" size="1"><b>Gains</b></font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td style="border-bottom: #000000 1px solid;" valign="bottom" colspan="2" align="center"><font style="font-family: Times New Roman;" class="_mt" size="1"><b>Losses</b></font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td style="border-bottom: #000000 1px solid;" valign="bottom" colspan="2" align="center"><font style="font-family: Times New Roman;" class="_mt" size="1"><b>Gains</b></font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td style="border-bottom: #000000 1px solid;" valign="bottom" colspan="2" align="center"><font style="font-family: Times New Roman;" class="_mt" size="1"><b>Losses</b></font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td></tr> <tr bgcolor="#cceeff"><td valign="top"> <p style="text-indent: -1em; margin-left: 1em;"><font style="font-family: Times New Roman;" class="_mt" size="2">Cash</font></p></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">$</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">15,057</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">$</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">&#8212;&nbsp;&nbsp;</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">$</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">&#8212;&nbsp;&nbsp;</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">$</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">15,057</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">$</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">8,766</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">$</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">&#8212;&nbsp;&nbsp;</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">$</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">&#8212;&nbsp;&nbsp;</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">$</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">8,766</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td></tr> <tr><td valign="top"> <p style="text-indent: -1em; margin-left: 1em;"><font style="font-family: Times New Roman;" class="_mt" size="2">Cash equivalents</font></p></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">13,008</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">&#8212;&nbsp;&nbsp;</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">&#8212;&nbsp;&nbsp;</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">13,008</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">75,636</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">&#8212;&nbsp;&nbsp;</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">&#8212;&nbsp;&nbsp;</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">75,636</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td></tr> <tr bgcolor="#cceeff"><td valign="top"> <p style="text-indent: -1em; margin-left: 1em;"><font style="font-family: Times New Roman;" class="_mt" size="2">U.S. Treasury securities and agency&nbsp;bonds</font></p></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">16,771</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">11</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">19</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">16,763</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">9,685</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">4</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">58</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">9,631</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td></tr> <tr><td valign="top"> <p style="text-indent: -1em; margin-left: 1em;"><font style="font-family: Times New Roman;" class="_mt" size="2">Corporate bonds</font></p></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">23,361</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">56</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">10</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">23,407</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">6,428</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">32</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">48</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">6,412</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td></tr> <tr bgcolor="#cceeff"><td valign="top"> <p style="text-indent: -1em; margin-left: 1em;"><font style="font-family: Times New Roman;" class="_mt" size="2">Mortgage-backed and asset-backed securities*</font></p></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">7,308</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">364</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">61</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">7,611</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">9,281</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">271</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">45</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">9,507</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td></tr> <tr><td valign="top"> <p style="text-indent: -1em; margin-left: 1em;"><font style="font-family: Times New Roman;" class="_mt" size="2">Mutual funds</font></p></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">&#8212;&nbsp;&nbsp;</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">&#8212;&nbsp;&nbsp;</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">&#8212;&nbsp;&nbsp;</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">&#8212;&nbsp;&nbsp;</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">17,611</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">&#8212;&nbsp;&nbsp;</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">&#8212;&nbsp;&nbsp;</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">17,611</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td></tr> <tr bgcolor="#cceeff"><td valign="top"> <p style="text-indent: -1em; margin-left: 1em;"><font style="font-family: Times New Roman;" class="_mt" size="2">Closed-end bond funds</font></p></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">26,401</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">5,161</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">1,649</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">29,913</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">29,255</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">5,561</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">1,186</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">33,630</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td></tr> <tr><td valign="top"> <p style="text-indent: -1em; margin-left: 1em;"><font style="font-family: Times New Roman;" class="_mt" size="2">Preferred stock</font></p></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">6,209</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">1,878</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">&#8212;&nbsp;&nbsp;</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">8,087</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">6,209</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">649</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">&#8212;&nbsp;&nbsp;</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">6,858</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td></tr> <tr style="font-size: 1px;"><td valign="bottom"> </td> <td valign="bottom">&nbsp;&nbsp;</td> <td valign="bottom"> <p style="border-top: #000000 1px solid;">&nbsp;</p></td> <td valign="bottom"> <p style="border-top: #000000 1px solid;">&nbsp;</p></td> <td>&nbsp;</td> <td valign="bottom">&nbsp;&nbsp;</td> <td valign="bottom"> <p style="border-top: #000000 1px solid;">&nbsp;</p></td> <td valign="bottom"> <p style="border-top: #000000 1px solid;">&nbsp;</p></td> <td>&nbsp;</td> <td valign="bottom">&nbsp;&nbsp;</td> <td valign="bottom"> <p style="border-top: #000000 1px solid;">&nbsp;</p></td> <td valign="bottom"> <p style="border-top: #000000 1px solid;">&nbsp;</p></td> <td>&nbsp;</td> <td valign="bottom">&nbsp;&nbsp;</td> <td valign="bottom"> <p style="border-top: #000000 1px solid;">&nbsp;</p></td> <td valign="bottom"> <p style="border-top: #000000 1px solid;">&nbsp;</p></td> <td>&nbsp;</td> <td valign="bottom">&nbsp;&nbsp;</td> <td valign="bottom"> <p style="border-top: #000000 1px solid;">&nbsp;</p></td> <td valign="bottom"> <p style="border-top: #000000 1px solid;">&nbsp;</p></td> <td>&nbsp;</td> <td valign="bottom">&nbsp;&nbsp;</td> <td valign="bottom"> <p style="border-top: #000000 1px solid;">&nbsp;</p></td> <td valign="bottom"> <p style="border-top: #000000 1px solid;">&nbsp;</p></td> <td>&nbsp;</td> <td valign="bottom">&nbsp;&nbsp;</td> <td valign="bottom"> <p style="border-top: #000000 1px solid;">&nbsp;</p></td> <td valign="bottom"> <p style="border-top: #000000 1px solid;">&nbsp;</p></td> <td>&nbsp;</td> <td valign="bottom">&nbsp;&nbsp;</td> <td valign="bottom"> <p style="border-top: #000000 1px solid;">&nbsp;</p></td> <td valign="bottom"> <p style="border-top: #000000 1px solid;">&nbsp;</p></td> <td>&nbsp;</td></tr> <tr bgcolor="#cceeff"><td valign="top"> </td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">$</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">108,115</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">$</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">7,470</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">$</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">1,739</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">$</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">113,846</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">$</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">162,871</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">$</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">6,517</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">$</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">1,337</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">$</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">168,051</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td></tr> <tr style="font-size: 1px;"><td valign="bottom"> </td> <td valign="bottom">&nbsp;&nbsp;</td> <td valign="bottom"> <p style="border-top: #000000 3px double;">&nbsp;</p></td> <td valign="bottom"> <p style="border-top: #000000 3px double;">&nbsp;</p></td> <td>&nbsp;</td> <td valign="bottom">&nbsp;&nbsp;</td> <td valign="bottom"> <p style="border-top: #000000 3px double;">&nbsp;</p></td> <td valign="bottom"> <p style="border-top: #000000 3px double;">&nbsp;</p></td> <td>&nbsp;</td> <td valign="bottom">&nbsp;&nbsp;</td> <td valign="bottom"> <p style="border-top: #000000 3px double;">&nbsp;</p></td> <td valign="bottom"> <p style="border-top: #000000 3px double;">&nbsp;</p></td> <td>&nbsp;</td> <td valign="bottom">&nbsp;&nbsp;</td> <td valign="bottom"> <p style="border-top: #000000 3px double;">&nbsp;</p></td> <td valign="bottom"> <p style="border-top: #000000 3px double;">&nbsp;</p></td> <td>&nbsp;</td> <td valign="bottom">&nbsp;&nbsp;</td> <td valign="bottom"> <p style="border-top: #000000 3px double;">&nbsp;</p></td> <td valign="bottom"> <p style="border-top: #000000 3px double;">&nbsp;</p></td> <td>&nbsp;</td> <td valign="bottom">&nbsp;&nbsp;</td> <td valign="bottom"> <p style="border-top: #000000 3px double;">&nbsp;</p></td> <td valign="bottom"> <p style="border-top: #000000 3px double;">&nbsp;</p></td> <td>&nbsp;</td> <td valign="bottom">&nbsp;&nbsp;</td> <td valign="bottom"> <p style="border-top: #000000 3px double;">&nbsp;</p></td> <td valign="bottom"> <p style="border-top: #000000 3px double;">&nbsp;</p></td> <td>&nbsp;</td> <td valign="bottom">&nbsp;&nbsp;</td> <td valign="bottom"> <p style="border-top: #000000 3px double;">&nbsp;</p></td> <td valign="bottom"> <p style="border-top: #000000 3px double;">&nbsp;</p></td> <td>&nbsp;</td></tr> <tr><td valign="top"> <p style="text-indent: -1em; margin-left: 1em;"><font style="font-family: Times New Roman;" class="_mt" size="2">Reported as:</font></p></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"> </td> <td valign="bottom"> </td> <td valign="bottom"> </td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"> </td> <td valign="bottom"> </td> <td valign="bottom"> </td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"> </td> <td valign="bottom"> </td> <td valign="bottom"> </td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"> </td> <td valign="bottom"> </td> <td valign="bottom"> </td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"> </td> <td valign="bottom"> </td> <td valign="bottom"> </td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"> </td> <td valign="bottom"> </td> <td valign="bottom"> </td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"> </td> <td valign="bottom"> </td> <td valign="bottom"> </td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"> </td> <td valign="bottom"> </td> <td valign="bottom"> </td></tr> <tr bgcolor="#cceeff"><td valign="top"> <p style="text-indent: -1em; margin-left: 3em;"><font style="font-family: Times New Roman;" class="_mt" size="2">Cash and cash equivalents</font></p></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"> </td> <td valign="bottom"> </td> <td valign="bottom"> </td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"> </td> <td valign="bottom"> </td> <td valign="bottom"> </td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"> </td> <td valign="bottom"> </td> <td valign="bottom"> </td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">$</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">28,065</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"> </td> <td valign="bottom"> </td> <td valign="bottom"> </td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"> </td> <td valign="bottom"> </td> <td valign="bottom"> </td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"> </td> <td valign="bottom"> </td> <td valign="bottom"> </td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">$</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">84,402</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td></tr> <tr><td valign="top"> <p style="text-indent: -1em; margin-left: 3em;"><font style="font-family: Times New Roman;" class="_mt" size="2">Short-term investments available-for-sale</font></p></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"> </td> <td valign="bottom"> </td> <td valign="bottom"> </td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"> </td> <td valign="bottom"> </td> <td valign="bottom"> </td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"> </td> <td valign="bottom"> </td> <td valign="bottom"> </td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">85,781</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"> </td> <td valign="bottom"> </td> <td valign="bottom"> </td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"> </td> <td valign="bottom"> </td> <td valign="bottom"> </td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"> </td> <td valign="bottom"> </td> <td valign="bottom"> </td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">83,649</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td></tr> <tr style="font-size: 1px;"><td valign="bottom"> </td> <td valign="bottom">&nbsp;&nbsp;</td> <td valign="bottom"> </td> <td valign="bottom"> </td> <td valign="bottom"> </td> <td valign="bottom">&nbsp;&nbsp;</td> <td valign="bottom"> </td> <td valign="bottom"> </td> <td valign="bottom"> </td> <td valign="bottom">&nbsp;&nbsp;</td> <td valign="bottom"> </td> <td valign="bottom"> </td> <td valign="bottom"> </td> <td valign="bottom">&nbsp;&nbsp;</td> <td valign="bottom"> <p style="border-top: #000000 1px solid;">&nbsp;</p></td> <td valign="bottom"> <p style="border-top: #000000 1px solid;">&nbsp;</p></td> <td>&nbsp;</td> <td valign="bottom">&nbsp;&nbsp;</td> <td valign="bottom"> </td> <td valign="bottom"> </td> <td valign="bottom"> </td> <td valign="bottom">&nbsp;&nbsp;</td> <td valign="bottom"> </td> <td valign="bottom"> </td> <td valign="bottom"> </td> <td valign="bottom">&nbsp;&nbsp;</td> <td valign="bottom"> </td> <td valign="bottom"> </td> <td valign="bottom"> </td> <td valign="bottom">&nbsp;&nbsp;</td> <td valign="bottom"> <p style="border-top: #000000 1px solid;">&nbsp;</p></td> <td valign="bottom"> <p style="border-top: #000000 1px solid;">&nbsp;</p></td> <td>&nbsp;</td></tr> <tr bgcolor="#cceeff"><td valign="top"> </td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"> </td> <td valign="bottom"> </td> <td valign="bottom"> </td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"> </td> <td valign="bottom"> </td> <td valign="bottom"> </td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"> </td> <td valign="bottom"> </td> <td valign="bottom"> </td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">$</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">113,846</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"> </td> <td valign="bottom"> </td> <td valign="bottom"> </td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"> </td> <td valign="bottom"> </td> <td valign="bottom"> </td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"> </td> <td valign="bottom"> </td> <td valign="bottom"> </td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">$</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">168,051</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td></tr> <tr style="font-size: 1px;"><td valign="bottom"> </td> <td valign="bottom">&nbsp;&nbsp;</td> <td valign="bottom"> </td> <td valign="bottom"> </td> <td valign="bottom"> </td> <td valign="bottom">&nbsp;&nbsp;</td> <td valign="bottom"> </td> <td valign="bottom"> </td> <td valign="bottom"> </td> <td valign="bottom">&nbsp;&nbsp;</td> <td valign="bottom"> </td> <td valign="bottom"> </td> <td valign="bottom"> </td> <td valign="bottom">&nbsp;&nbsp;</td> <td valign="bottom"> <p style="border-top: #000000 3px double;">&nbsp;</p></td> <td valign="bottom"> <p style="border-top: #000000 3px double;">&nbsp;</p></td> <td>&nbsp;</td> <td valign="bottom">&nbsp;&nbsp;</td> <td valign="bottom"> </td> <td valign="bottom"> </td> <td valign="bottom"> </td> <td valign="bottom">&nbsp;&nbsp;</td> <td valign="bottom"> </td> <td valign="bottom"> </td> <td valign="bottom"> </td> <td valign="bottom">&nbsp;&nbsp;</td> <td valign="bottom"> </td> <td valign="bottom"> </td> <td valign="bottom"> </td> <td valign="bottom">&nbsp;&nbsp;</td> <td valign="bottom"> <p style="border-top: #000000 3px double;">&nbsp;</p></td> <td valign="bottom"> <p style="border-top: #000000 3px double;">&nbsp;</p></td> <td>&nbsp;</td></tr></table> <p style="border-bottom: #000000 0.5pt solid; line-height: 8px; margin-top: 0px; width: 10%; margin-bottom: 2px;"> </p> <table style="border-collapse: collapse;" border="0" cellspacing="0" cellpadding="0" width="100%"> <tr><td valign="top" width="2%" align="left"><font style="font-family: Times New Roman;" class="_mt" size="2">*</font></td> <td valign="top" align="left"><font style="font-family: Times New Roman;" class="_mt" size="2">At March&nbsp;31, 2012 and 2011, approximately $4.6 million and $6.5 million of the estimated fair value presented were mortgage-backed securities, respectively. </font></td></tr></table> <p style="margin-top: 12px; margin-bottom: 0px; font-size: 1px;">&nbsp;</p> <p style="margin-top: 0px; text-indent: 32px; margin-bottom: 0px;"><font style="font-family: Times New Roman;" class="_mt" size="2">The established guidelines for measuring fair value and expanded disclosures regarding fair value measurements are defined as a three-level valuation hierarchy for disclosure of fair value measurements as follows: </font></p> <p style="margin-top: 0px; margin-bottom: 0px; font-size: 12px;">&nbsp;</p> <table style="border-collapse: collapse;" border="0" cellspacing="0" cellpadding="0" width="92%" align="center"> <tr><td width="10%"> </td> <td valign="bottom" width="3%"> </td> <td width="87%"> </td></tr> <tr><td height="8"> </td> <td height="8" colspan="2"> </td></tr> <tr><td valign="top"> <p style="text-indent: -1em; margin-left: 1em;"><font style="font-family: Times New Roman;" class="_mt" size="2"><i>Level&nbsp;1&nbsp;</i>&#8212;<i> </i></font></p></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">Inputs are unadjusted, quoted prices in active markets for identical assets or liabilities at the measurement date.</font></td></tr> <tr><td height="8"> </td> <td height="8" colspan="2"> </td></tr> <tr><td valign="top"> <p style="text-indent: -1em; margin-left: 1em;"><font style="font-family: Times New Roman;" class="_mt" size="2"><i>Level 2</i> &#8212;</font></p></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">Inputs (other than quoted market prices included in Level 1) are either directly or indirectly observable for the asset or liability through correlation with market data at the measurement date and for the duration of the instrument's anticipated life.</font></td></tr> <tr><td height="8"> </td> <td height="8" colspan="2"> </td></tr> <tr><td valign="top"> <p style="text-indent: -1em; margin-left: 1em;"><font style="font-family: Times New Roman;" class="_mt" size="2"><i>Level 3</i> &#8212;</font></p></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">Inputs reflect management's best estimate of what market participants would use in pricing the asset or liability at the measurement date. Consideration is given to the risk inherent in the valuation technique and the risk inherent in the inputs to the model. Valuation of instruments includes unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of assets or liabilities.</font></td></tr></table> <p style="margin-top: 12px; text-indent: 32px; margin-bottom: 0px;"><font style="font-family: Times New Roman;" class="_mt" size="2">The following is a summary of cash, cash equivalents and available-for-sale investments by type of instruments measured at fair value on a recurring basis (in thousands): </font></p> <p style="margin-top: 0px; margin-bottom: 0px; font-size: 12px;">&nbsp;</p> <table style="border-collapse: collapse;" border="0" cellspacing="0" cellpadding="0" width="100%" align="center"> <tr><td width="34%"> </td> <td valign="bottom" width="2%"> </td> <td> </td> <td> </td> <td> </td> <td valign="bottom" width="2%"> </td> <td> </td> <td> </td> <td> </td> <td valign="bottom" width="2%"> </td> <td> </td> <td> </td> <td> </td> <td valign="bottom" width="2%"> </td> <td> </td> <td> </td> <td> </td> <td valign="bottom" width="2%"> </td> <td> </td> <td> </td> <td> </td> <td valign="bottom" width="2%"> </td> <td> </td> <td> </td> <td> </td> <td valign="bottom" width="2%"> </td> <td> </td> <td> </td> <td> </td> <td valign="bottom" width="2%"> </td> <td> </td> <td> </td> <td> </td></tr> <tr><td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td style="border-bottom: #000000 1px solid;" valign="bottom" colspan="14" align="center"><font style="font-family: Times New Roman;" class="_mt" size="1"><b>March&nbsp;31, 2012</b></font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td style="border-bottom: #000000 1px solid;" valign="bottom" colspan="14" align="center"><font style="font-family: Times New Roman;" class="_mt" size="1"><b>March&nbsp;31, 2011</b></font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td></tr> <tr><td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td style="border-bottom: #000000 1px solid;" valign="bottom" colspan="2" align="center"><font style="font-family: Times New Roman;" class="_mt" size="1"><b>Level 1</b></font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td style="border-bottom: #000000 1px solid;" valign="bottom" colspan="2" align="center"><font style="font-family: Times New Roman;" class="_mt" size="1"><b>Level&nbsp;2</b></font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td style="border-bottom: #000000 1px solid;" valign="bottom" colspan="2" align="center"><font style="font-family: Times New Roman;" class="_mt" size="1"><b>Level&nbsp;3</b></font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td style="border-bottom: #000000 1px solid;" valign="bottom" colspan="2" align="center"><font style="font-family: Times New Roman;" class="_mt" size="1"><b>Total</b></font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td style="border-bottom: #000000 1px solid;" valign="bottom" colspan="2" align="center"><font style="font-family: Times New Roman;" class="_mt" size="1"><b>Level 1</b></font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td style="border-bottom: #000000 1px solid;" valign="bottom" colspan="2" align="center"><font style="font-family: Times New Roman;" class="_mt" size="1"><b>Level&nbsp;2</b></font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td style="border-bottom: #000000 1px solid;" valign="bottom" colspan="2" align="center"><font style="font-family: Times New Roman;" class="_mt" size="1"><b>Level&nbsp;3</b></font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td style="border-bottom: #000000 1px solid;" valign="bottom" colspan="2" align="center"><font style="font-family: Times New Roman;" class="_mt" size="1"><b>Total</b></font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td></tr> <tr bgcolor="#cceeff"><td valign="top"> <p style="text-indent: -1em; margin-left: 1em;"><font style="font-family: Times New Roman;" class="_mt" size="2">Cash</font></p></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">$</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">15,057</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">$</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">&#8212;&nbsp;&nbsp;</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">$</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">&#8212;&nbsp;&nbsp;</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">$</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">15,057</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">$</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">8,766</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">$</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">&#8212;&nbsp;&nbsp;</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">$</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">&#8212;&nbsp;&nbsp;</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">$</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">8,766</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td></tr> <tr><td valign="top"> <p style="text-indent: -1em; margin-left: 1em;"><font style="font-family: Times New Roman;" class="_mt" size="2">Cash equivalents</font></p></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">10,510</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">2,498</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">&#8212;&nbsp;&nbsp;</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">13,008</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">75,636</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">&#8212;&nbsp;&nbsp;</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">&#8212;&nbsp;&nbsp;</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">75,636</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td></tr> <tr bgcolor="#cceeff"><td valign="top"> <p style="text-indent: -1em; margin-left: 1em;"><font style="font-family: Times New Roman;" class="_mt" size="2">U.S. Treasury securities and agency bonds</font></p></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">16,763</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">&#8212;&nbsp;&nbsp;</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">&#8212;&nbsp;&nbsp;</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">16,763</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">9,631</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">&#8212;&nbsp;&nbsp;</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">&#8212;&nbsp;&nbsp;</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">9,631</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td></tr> <tr><td valign="top"> <p style="text-indent: -1em; margin-left: 1em;"><font style="font-family: Times New Roman;" class="_mt" size="2">Corporate bonds</font></p></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">&#8212;&nbsp;&nbsp;</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">23,407</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">&#8212;&nbsp;&nbsp;</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">23,407</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">&#8212;&nbsp;&nbsp;</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">6,412</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">&#8212;&nbsp;&nbsp;</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">6,412</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td></tr> <tr bgcolor="#cceeff"><td valign="top"> <p style="text-indent: -1em; margin-left: 1em;"><font style="font-family: Times New Roman;" class="_mt" size="2">Mortgage-backed and asset-backed securities</font></p></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">&#8212;&nbsp;&nbsp;</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">7,611</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">&#8212;&nbsp;&nbsp;</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">7,611</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">&#8212;&nbsp;&nbsp;</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">9,507</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">&#8212;&nbsp;&nbsp;</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">9,507</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td></tr> <tr><td valign="top"> <p style="text-indent: -1em; margin-left: 1em;"><font style="font-family: Times New Roman;" class="_mt" size="2">Mutual funds</font></p></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">&#8212;&nbsp;&nbsp;</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">&#8212;&nbsp;&nbsp;</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">&#8212;&nbsp;&nbsp;</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">&#8212;&nbsp;&nbsp;</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">17,611</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">&#8212;&nbsp;&nbsp;</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">&#8212;&nbsp;&nbsp;</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">17,611</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td></tr> <tr bgcolor="#cceeff"><td valign="top"> <p style="text-indent: -1em; margin-left: 1em;"><font style="font-family: Times New Roman;" class="_mt" size="2">Closed-end bond funds</font></p></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">29,913</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">&#8212;&nbsp;&nbsp;</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">&#8212;&nbsp;&nbsp;</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">29,913</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">33,630</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">&#8212;&nbsp;&nbsp;</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">&#8212;&nbsp;&nbsp;</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">33,630</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td></tr> <tr><td valign="top"> <p style="text-indent: -1em; margin-left: 1em;"><font style="font-family: Times New Roman;" class="_mt" size="2">Preferred stock</font></p></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">&#8212;&nbsp;&nbsp;</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">8,087</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">&#8212;&nbsp;&nbsp;</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">8,087</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">&#8212;&nbsp;&nbsp;</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">6,858</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">&#8212;&nbsp;&nbsp;</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">6,858</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td></tr> <tr style="font-size: 1px;"><td valign="bottom"> </td> <td valign="bottom">&nbsp;&nbsp;</td> <td valign="bottom"> <p style="border-top: #000000 1px solid;">&nbsp;</p></td> <td valign="bottom"> <p style="border-top: #000000 1px solid;">&nbsp;</p></td> <td>&nbsp;</td> <td valign="bottom">&nbsp;&nbsp;</td> <td valign="bottom"> <p style="border-top: #000000 1px solid;">&nbsp;</p></td> <td valign="bottom"> <p style="border-top: #000000 1px solid;">&nbsp;</p></td> <td>&nbsp;</td> <td valign="bottom">&nbsp;&nbsp;</td> <td valign="bottom"> <p style="border-top: #000000 1px solid;">&nbsp;</p></td> <td valign="bottom"> <p style="border-top: #000000 1px solid;">&nbsp;</p></td> <td>&nbsp;</td> <td valign="bottom">&nbsp;&nbsp;</td> <td valign="bottom"> <p style="border-top: #000000 1px solid;">&nbsp;</p></td> <td valign="bottom"> <p style="border-top: #000000 1px solid;">&nbsp;</p></td> <td>&nbsp;</td> <td valign="bottom">&nbsp;&nbsp;</td> <td valign="bottom"> <p style="border-top: #000000 1px solid;">&nbsp;</p></td> <td valign="bottom"> <p style="border-top: #000000 1px solid;">&nbsp;</p></td> <td>&nbsp;</td> <td valign="bottom">&nbsp;&nbsp;</td> <td valign="bottom"> <p style="border-top: #000000 1px solid;">&nbsp;</p></td> <td valign="bottom"> <p style="border-top: #000000 1px solid;">&nbsp;</p></td> <td>&nbsp;</td> <td valign="bottom">&nbsp;&nbsp;</td> <td valign="bottom"> <p style="border-top: #000000 1px solid;">&nbsp;</p></td> <td valign="bottom"> <p style="border-top: #000000 1px solid;">&nbsp;</p></td> <td>&nbsp;</td> <td valign="bottom">&nbsp;&nbsp;</td> <td valign="bottom"> <p style="border-top: #000000 1px solid;">&nbsp;</p></td> <td valign="bottom"> <p style="border-top: #000000 1px solid;">&nbsp;</p></td> <td>&nbsp;</td></tr> <tr bgcolor="#cceeff"><td valign="top"> </td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">$</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">72,243</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">$</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">41,603</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">$</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">&#8212;&nbsp;&nbsp;</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">$</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">113,846</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">$</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">145,274</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">$</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">22,777</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">$</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">&#8212;&nbsp;&nbsp;</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">$</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">168,051</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td></tr> <tr style="font-size: 1px;"><td valign="bottom"> </td> <td valign="bottom">&nbsp;&nbsp;</td> <td valign="bottom"> <p style="border-top: #000000 3px double;">&nbsp;</p></td> <td valign="bottom"> <p style="border-top: #000000 3px double;">&nbsp;</p></td> <td>&nbsp;</td> <td valign="bottom">&nbsp;&nbsp;</td> <td valign="bottom"> <p style="border-top: #000000 3px double;">&nbsp;</p></td> <td valign="bottom"> <p style="border-top: #000000 3px double;">&nbsp;</p></td> <td>&nbsp;</td> <td valign="bottom">&nbsp;&nbsp;</td> <td valign="bottom"> <p style="border-top: #000000 3px double;">&nbsp;</p></td> <td valign="bottom"> <p style="border-top: #000000 3px double;">&nbsp;</p></td> <td>&nbsp;</td> <td valign="bottom">&nbsp;&nbsp;</td> <td valign="bottom"> <p style="border-top: #000000 3px double;">&nbsp;</p></td> <td valign="bottom"> <p style="border-top: #000000 3px double;">&nbsp;</p></td> <td>&nbsp;</td> <td valign="bottom">&nbsp;&nbsp;</td> <td valign="bottom"> <p style="border-top: #000000 3px double;">&nbsp;</p></td> <td valign="bottom"> <p style="border-top: #000000 3px double;">&nbsp;</p></td> <td>&nbsp;</td> <td valign="bottom">&nbsp;&nbsp;</td> <td valign="bottom"> <p style="border-top: #000000 3px double;">&nbsp;</p></td> <td valign="bottom"> <p style="border-top: #000000 3px double;">&nbsp;</p></td> <td>&nbsp;</td> <td valign="bottom">&nbsp;&nbsp;</td> <td valign="bottom"> <p style="border-top: #000000 3px double;">&nbsp;</p></td> <td valign="bottom"> <p style="border-top: #000000 3px double;">&nbsp;</p></td> <td>&nbsp;</td> <td valign="bottom">&nbsp;&nbsp;</td> <td valign="bottom"> <p style="border-top: #000000 3px double;">&nbsp;</p></td> <td valign="bottom"> <p style="border-top: #000000 3px double;">&nbsp;</p></td> <td>&nbsp;</td></tr></table> <p style="margin-top: 12px; text-indent: 32px; margin-bottom: 0px;"><font style="font-family: Times New Roman;" class="_mt" size="2">There were no significant transfers in and out of Level 1 and Level 2 fair value measurements during the fiscal year ended March 31, 2012. </font></p> <p style="margin-top: 12px; text-indent: 32px; margin-bottom: 0px;"><font style="font-family: Times New Roman;" class="_mt" size="2">The Company periodically reviews its strategic investments for other-than-temporary declines in fair value based on the specific identification method and writes down investments when an other-than-temporary decline has occurred. During the fiscal years ended March 31, 2012 and March 31, 2010, the Company recognized impairment charges of its non-marketable strategic investments of $1.0 and $2.0 million, respectively, in other income (expense), net. The fair value was estimated on a non-recurring basis based on Level 3 inputs. The Level 3 inputs used to estimate the fair value of this investment was based on the current cash position and recent operational performance of the investee. During the fiscal year ended March 31, 2012 and 2011, the Company invested $4.8 million and $0.3 million in non-marketable equity investments and this amount was carried at cost at year end, respectively. </font></p> <p style="margin-top: 12px; margin-bottom: 0px; font-size: 1px;">&nbsp;</p> <p style="margin-top: 0px; text-indent: 32px; margin-bottom: 0px;"><font style="font-family: Times New Roman;" class="_mt" size="2">At March 31, 2012, the cost and estimated fair values of available-for-sale securities with stated maturities are U.S. Treasury securities and agency bonds, corporate bonds and mortgage-backed and asset-backed securities by contractual maturity are as follows (in thousands): </font></p> <p style="margin-top: 0px; margin-bottom: 0px; font-size: 12px;">&nbsp;</p> <table style="border-collapse: collapse;" border="0" cellspacing="0" cellpadding="0" width="76%" align="center"> <tr><td width="72%"> </td> <td valign="bottom" width="7%"> </td> <td> </td> <td> </td> <td> </td> <td valign="bottom" width="7%"> </td> <td> </td> <td> </td> <td> </td></tr> <tr><td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td style="border-bottom: #000000 1px solid;" valign="bottom" colspan="2" align="center"><font style="font-family: Times New Roman;" class="_mt" size="1"><b>Cost</b></font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td style="border-bottom: #000000 1px solid;" valign="bottom" colspan="2" align="center"><font style="font-family: Times New Roman;" class="_mt" size="1"><b>Fair&nbsp;Value</b></font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td></tr> <tr bgcolor="#cceeff"><td valign="top"> <p style="text-indent: -1em; margin-left: 1em;"><font style="font-family: Times New Roman;" class="_mt" size="2">Less than 1 year</font></p></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">$</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">16,683</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">$</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">16,722</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td></tr> <tr><td valign="top"> <p style="text-indent: -1em; margin-left: 1em;"><font style="font-family: Times New Roman;" class="_mt" size="2">Mature in 1 &#8211; 2 years</font></p></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">26,869</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">27,026</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td></tr> <tr bgcolor="#cceeff"><td valign="top"> <p style="text-indent: -1em; margin-left: 1em;"><font style="font-family: Times New Roman;" class="_mt" size="2">Mature in 3 &#8211; 5 years</font></p></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">2,421</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">2,496</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td></tr> <tr><td valign="top"> <p style="text-indent: -1em; margin-left: 1em;"><font style="font-family: Times New Roman;" class="_mt" size="2">Mature after 5 years</font></p></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">1,467</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">1,537</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td></tr> <tr style="font-size: 1px;"><td valign="bottom"> </td> <td valign="bottom">&nbsp;&nbsp;</td> <td valign="bottom"> <p style="border-top: #000000 1px solid;">&nbsp;</p></td> <td valign="bottom"> <p style="border-top: #000000 1px solid;">&nbsp;</p></td> <td>&nbsp;</td> <td valign="bottom">&nbsp;&nbsp;</td> <td valign="bottom"> <p style="border-top: #000000 1px solid;">&nbsp;</p></td> <td valign="bottom"> <p style="border-top: #000000 1px solid;">&nbsp;</p></td> <td>&nbsp;</td></tr> <tr bgcolor="#cceeff"><td valign="top"> </td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">$</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">47,440</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">$</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">47,781</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td></tr> <tr style="font-size: 1px;"><td valign="bottom"> </td> <td valign="bottom">&nbsp;&nbsp;</td> <td valign="bottom"> <p style="border-top: #000000 3px double;">&nbsp;</p></td> <td valign="bottom"> <p style="border-top: #000000 3px double;">&nbsp;</p></td> <td>&nbsp;</td> <td valign="bottom">&nbsp;&nbsp;</td> <td valign="bottom"> <p style="border-top: #000000 3px double;">&nbsp;</p></td> <td valign="bottom"> <p style="border-top: #000000 3px double;">&nbsp;</p></td> <td>&nbsp;</td></tr></table> <p style="margin-top: 12px; text-indent: 32px; margin-bottom: 0px;"><font style="font-family: Times New Roman;" class="_mt" size="2">The following is a summary of gross unrealized losses (in thousands): </font></p> <p style="margin-top: 0px; margin-bottom: 0px; font-size: 12px;">&nbsp;</p> <table style="border-collapse: collapse;" border="0" cellspacing="0" cellpadding="0" width="100%" align="center"> <tr><td width="46%"> </td> <td valign="bottom" width="4%"> </td> <td> </td> <td> </td> <td> </td> <td valign="bottom" width="4%"> </td> <td> </td> <td> </td> <td> </td> <td valign="bottom" width="4%"> </td> <td> </td> <td> </td> <td> </td> <td valign="bottom" width="4%"> </td> <td> </td> <td> </td> <td> </td> <td valign="bottom" width="4%"> </td> <td> </td> <td> </td> <td> </td> <td valign="bottom" width="4%"> </td> <td> </td> <td> </td> <td> </td></tr> <tr><td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td style="border-bottom: #000000 1px solid;" valign="bottom" colspan="6" align="center"><font style="font-family: Times New Roman;" class="_mt" size="1"><b>Less&nbsp;Than&nbsp;12&nbsp;Months&nbsp;of<br />Unrealized Losses</b></font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td style="border-bottom: #000000 1px solid;" valign="bottom" colspan="6" align="center"><font style="font-family: Times New Roman;" class="_mt" size="1"><b>12&nbsp;Months&nbsp;or&nbsp;More of<br />Unrealized Losses</b></font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td style="border-bottom: #000000 1px solid;" valign="bottom" colspan="6" align="center"><font style="font-family: Times New Roman;" class="_mt" size="1"><b>Total</b></font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td></tr> <tr><td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="1"><b>As of March&nbsp;31, 2012</b></font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td style="border-bottom: #000000 1px solid;" valign="bottom" colspan="2" align="center"><font style="font-family: Times New Roman;" class="_mt" size="1"><b>Estimated<br />Fair<br />Value</b></font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td style="border-bottom: #000000 1px solid;" valign="bottom" colspan="2" align="center"><font style="font-family: Times New Roman;" class="_mt" size="1"><b>Gross<br />Unrealized<br />Losses</b></font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td style="border-bottom: #000000 1px solid;" valign="bottom" colspan="2" align="center"><font style="font-family: Times New Roman;" class="_mt" size="1"><b>Estimated<br />Fair<br />Value</b></font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td style="border-bottom: #000000 1px solid;" valign="bottom" colspan="2" align="center"><font style="font-family: Times New Roman;" class="_mt" size="1"><b>Gross<br />Unrealized<br />Losses</b></font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td style="border-bottom: #000000 1px solid;" valign="bottom" colspan="2" align="center"><font style="font-family: Times New Roman;" class="_mt" size="1"><b>Estimated<br />Fair<br />Value</b></font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td style="border-bottom: #000000 1px solid;" valign="bottom" colspan="2" align="center"><font style="font-family: Times New Roman;" class="_mt" size="1"><b>Gross<br />Unrealized<br />Losses</b></font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td></tr> <tr bgcolor="#cceeff"><td valign="top"> <p style="text-indent: -1em; margin-left: 1em;"><font style="font-family: Times New Roman;" class="_mt" size="2">U.S. Treasury securities and agency bonds</font></p></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">$</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">8,938</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">$</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">19</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">$</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">&#8212;&nbsp;&nbsp;</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">$</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">&#8212;&nbsp;&nbsp;</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">$</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">8,938</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">$</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">19</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td></tr> <tr><td valign="top"> <p style="text-indent: -1em; margin-left: 1em;"><font style="font-family: Times New Roman;" class="_mt" size="2">Corporate bonds</font></p></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">5,463</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">10</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">&#8212;&nbsp;&nbsp;</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">&#8212;&nbsp;&nbsp;</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">5,463</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">10</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td></tr> <tr bgcolor="#cceeff"><td valign="top"> <p style="text-indent: -1em; margin-left: 1em;"><font style="font-family: Times New Roman;" class="_mt" size="2">Mortgage-backed and asset-backed securities</font></p></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">894</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">20</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">353</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">42</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">1,247</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">62</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td></tr> <tr><td valign="top"> <p style="text-indent: -1em; margin-left: 1em;"><font style="font-family: Times New Roman;" class="_mt" size="2">Closed-end bond funds</font></p></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">&#8212;&nbsp;&nbsp;</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">&#8212;&nbsp;&nbsp;</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">6,628</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">1,648</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">6,628</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">1,648</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td></tr> <tr style="font-size: 1px;"><td valign="bottom"> </td> <td valign="bottom">&nbsp;&nbsp;</td> <td valign="bottom"> <p style="border-top: #000000 1px solid;">&nbsp;</p></td> <td valign="bottom"> <p style="border-top: #000000 1px solid;">&nbsp;</p></td> <td>&nbsp;</td> <td valign="bottom">&nbsp;&nbsp;</td> <td valign="bottom"> <p style="border-top: #000000 1px solid;">&nbsp;</p></td> <td valign="bottom"> <p style="border-top: #000000 1px solid;">&nbsp;</p></td> <td>&nbsp;</td> <td valign="bottom">&nbsp;&nbsp;</td> <td valign="bottom"> <p style="border-top: #000000 1px solid;">&nbsp;</p></td> <td valign="bottom"> <p style="border-top: #000000 1px solid;">&nbsp;</p></td> <td>&nbsp;</td> <td valign="bottom">&nbsp;&nbsp;</td> <td valign="bottom"> <p style="border-top: #000000 1px solid;">&nbsp;</p></td> <td valign="bottom"> <p style="border-top: #000000 1px solid;">&nbsp;</p></td> <td>&nbsp;</td> <td valign="bottom">&nbsp;&nbsp;</td> <td valign="bottom"> <p style="border-top: #000000 1px solid;">&nbsp;</p></td> <td valign="bottom"> <p style="border-top: #000000 1px solid;">&nbsp;</p></td> <td>&nbsp;</td> <td valign="bottom">&nbsp;&nbsp;</td> <td valign="bottom"> <p style="border-top: #000000 1px solid;">&nbsp;</p></td> <td valign="bottom"> <p style="border-top: #000000 1px solid;">&nbsp;</p></td> <td>&nbsp;</td></tr> <tr bgcolor="#cceeff"><td valign="top"> </td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">$</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">15,295</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">$</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">49</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">$</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">6,981</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">$</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">1,690</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">$</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">22,276</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">$</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">1,739</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td></tr> <tr style="font-size: 1px;"><td valign="bottom"> </td> <td valign="bottom">&nbsp;&nbsp;</td> <td valign="bottom"> <p style="border-top: #000000 3px double;">&nbsp;</p></td> <td valign="bottom"> <p style="border-top: #000000 3px double;">&nbsp;</p></td> <td>&nbsp;</td> <td valign="bottom">&nbsp;&nbsp;</td> <td valign="bottom"> <p style="border-top: #000000 3px double;">&nbsp;</p></td> <td valign="bottom"> <p style="border-top: #000000 3px double;">&nbsp;</p></td> <td>&nbsp;</td> <td valign="bottom">&nbsp;&nbsp;</td> <td valign="bottom"> <p style="border-top: #000000 3px double;">&nbsp;</p></td> <td valign="bottom"> <p style="border-top: #000000 3px double;">&nbsp;</p></td> <td>&nbsp;</td> <td valign="bottom">&nbsp;&nbsp;</td> <td valign="bottom"> <p style="border-top: #000000 3px double;">&nbsp;</p></td> <td valign="bottom"> <p style="border-top: #000000 3px double;">&nbsp;</p></td> <td>&nbsp;</td> <td valign="bottom">&nbsp;&nbsp;</td> <td valign="bottom"> <p style="border-top: #000000 3px double;">&nbsp;</p></td> <td valign="bottom"> <p style="border-top: #000000 3px double;">&nbsp;</p></td> <td>&nbsp;</td> <td valign="bottom">&nbsp;&nbsp;</td> <td valign="bottom"> <p style="border-top: #000000 3px double;">&nbsp;</p></td> <td valign="bottom"> <p style="border-top: #000000 3px double;">&nbsp;</p></td> <td>&nbsp;</td></tr></table> <p style="margin-top: 0px; margin-bottom: 0px; font-size: 12px;">&nbsp;</p> <table style="border-collapse: collapse;" border="0" cellspacing="0" cellpadding="0" width="100%" align="center"> <tr><td width="46%"> </td> <td valign="bottom" width="4%"> </td> <td> </td> <td> </td> <td> </td> <td valign="bottom" width="4%"> </td> <td> </td> <td> </td> <td> </td> <td valign="bottom" width="4%"> </td> <td> </td> <td> </td> <td> </td> <td valign="bottom" width="4%"> </td> <td> </td> <td> </td> <td> </td> <td valign="bottom" width="4%"> </td> <td> </td> <td> </td> <td> </td> <td valign="bottom" width="4%"> </td> <td> </td> <td> </td> <td> </td></tr> <tr><td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td style="border-bottom: #000000 1px solid;" valign="bottom" colspan="6" align="center"><font style="font-family: Times New Roman;" class="_mt" size="1"><b>Less&nbsp;Than&nbsp;12&nbsp;Months&nbsp;of<br />Unrealized Losses</b></font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td style="border-bottom: #000000 1px solid;" valign="bottom" colspan="6" align="center"><font style="font-family: Times New Roman;" class="_mt" size="1"><b>12&nbsp;Months&nbsp;or&nbsp;More of<br />Unrealized Losses</b></font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td style="border-bottom: #000000 1px solid;" valign="bottom" colspan="6" align="center"><font style="font-family: Times New Roman;" class="_mt" size="1"><b>Total</b></font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td></tr> <tr><td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="1"><b>As of March&nbsp;31, 2011</b></font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td style="border-bottom: #000000 1px solid;" valign="bottom" colspan="2" align="center"><font style="font-family: Times New Roman;" class="_mt" size="1"><b>Estimated<br />Fair<br />Value</b></font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td style="border-bottom: #000000 1px solid;" valign="bottom" colspan="2" align="center"><font style="font-family: Times New Roman;" class="_mt" size="1"><b>Gross<br />Unrealized<br />Losses</b></font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td style="border-bottom: #000000 1px solid;" valign="bottom" colspan="2" align="center"><font style="font-family: Times New Roman;" class="_mt" size="1"><b>Estimated<br />Fair<br />Value</b></font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td style="border-bottom: #000000 1px solid;" valign="bottom" colspan="2" align="center"><font style="font-family: Times New Roman;" class="_mt" size="1"><b>Gross<br />Unrealized<br />Losses</b></font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td style="border-bottom: #000000 1px solid;" valign="bottom" colspan="2" align="center"><font style="font-family: Times New Roman;" class="_mt" size="1"><b>Estimated<br />Fair<br />Value</b></font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td style="border-bottom: #000000 1px solid;" valign="bottom" colspan="2" align="center"><font style="font-family: Times New Roman;" class="_mt" size="1"><b>Gross<br />Unrealized<br />Losses</b></font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td></tr> <tr bgcolor="#cceeff"><td valign="top"> <p style="text-indent: -1em; margin-left: 1em;"><font style="font-family: Times New Roman;" class="_mt" size="2">U.S. Treasury securities and agency bonds</font></p></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">$</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">6,227</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">$</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">58</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">$</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">&#8212;&nbsp;&nbsp;</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">$</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">&#8212;&nbsp;&nbsp;</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">$</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">6,227</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">$</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">58</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td></tr> <tr><td valign="top"> <p style="text-indent: -1em; margin-left: 1em;"><font style="font-family: Times New Roman;" class="_mt" size="2">Corporate bonds</font></p></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">3,672</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">48</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">&#8212;&nbsp;&nbsp;</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">&#8212;&nbsp;&nbsp;</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">3,672</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">48</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td></tr> <tr bgcolor="#cceeff"><td valign="top"> <p style="text-indent: -1em; margin-left: 1em;"><font style="font-family: Times New Roman;" class="_mt" size="2">Mortgage-backed and asset-backed securities</font></p></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">2,105</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">45</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">&#8212;&nbsp;&nbsp;</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">&#8212;&nbsp;&nbsp;</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">2,105</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">45</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td></tr> <tr><td valign="top"> <p style="text-indent: -1em; margin-left: 1em;"><font style="font-family: Times New Roman;" class="_mt" size="2">Closed-end bond funds</font></p></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">7,951</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">1,186</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">&#8212;&nbsp;&nbsp;</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">&#8212;&nbsp;&nbsp;</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">7,951</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">1,186</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td></tr> <tr style="font-size: 1px;"><td valign="bottom"> </td> <td valign="bottom">&nbsp;&nbsp;</td> <td valign="bottom"> <p style="border-top: #000000 1px solid;">&nbsp;</p></td> <td valign="bottom"> <p style="border-top: #000000 1px solid;">&nbsp;</p></td> <td>&nbsp;</td> <td valign="bottom">&nbsp;&nbsp;</td> <td valign="bottom"> <p style="border-top: #000000 1px solid;">&nbsp;</p></td> <td valign="bottom"> <p style="border-top: #000000 1px solid;">&nbsp;</p></td> <td>&nbsp;</td> <td valign="bottom">&nbsp;&nbsp;</td> <td valign="bottom"> <p style="border-top: #000000 1px solid;">&nbsp;</p></td> <td valign="bottom"> <p style="border-top: #000000 1px solid;">&nbsp;</p></td> <td>&nbsp;</td> <td valign="bottom">&nbsp;&nbsp;</td> <td valign="bottom"> <p style="border-top: #000000 1px solid;">&nbsp;</p></td> <td valign="bottom"> <p style="border-top: #000000 1px solid;">&nbsp;</p></td> <td>&nbsp;</td> <td valign="bottom">&nbsp;&nbsp;</td> <td valign="bottom"> <p style="border-top: #000000 1px solid;">&nbsp;</p></td> <td valign="bottom"> <p style="border-top: #000000 1px solid;">&nbsp;</p></td> <td>&nbsp;</td> <td valign="bottom">&nbsp;&nbsp;</td> <td valign="bottom"> <p style="border-top: #000000 1px solid;">&nbsp;</p></td> <td valign="bottom"> <p style="border-top: #000000 1px solid;">&nbsp;</p></td> <td>&nbsp;</td></tr> <tr bgcolor="#cceeff"><td valign="top"> </td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">$</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">19,955</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">$</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">1,337</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">$</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">&#8212;&nbsp;&nbsp;</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">$</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">&#8212;&nbsp;&nbsp;</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">$</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">19,955</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">$</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">1,337</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td></tr> <tr style="font-size: 1px;"><td valign="bottom"> </td> <td valign="bottom">&nbsp;&nbsp;</td> <td valign="bottom"> <p style="border-top: #000000 3px double;">&nbsp;</p></td> <td valign="bottom"> <p style="border-top: #000000 3px double;">&nbsp;</p></td> <td>&nbsp;</td> <td valign="bottom">&nbsp;&nbsp;</td> <td valign="bottom"> <p style="border-top: #000000 3px double;">&nbsp;</p></td> <td valign="bottom"> <p style="border-top: #000000 3px double;">&nbsp;</p></td> <td>&nbsp;</td> <td valign="bottom">&nbsp;&nbsp;</td> <td valign="bottom"> <p style="border-top: #000000 3px double;">&nbsp;</p></td> <td valign="bottom"> <p style="border-top: #000000 3px double;">&nbsp;</p></td> <td>&nbsp;</td> <td valign="bottom">&nbsp;&nbsp;</td> <td valign="bottom"> <p style="border-top: #000000 3px double;">&nbsp;</p></td> <td valign="bottom"> <p style="border-top: #000000 3px double;">&nbsp;</p></td> <td>&nbsp;</td> <td valign="bottom">&nbsp;&nbsp;</td> <td valign="bottom"> <p style="border-top: #000000 3px double;">&nbsp;</p></td> <td valign="bottom"> <p style="border-top: #000000 3px double;">&nbsp;</p></td> <td>&nbsp;</td> <td valign="bottom">&nbsp;&nbsp;</td> <td valign="bottom"> <p style="border-top: #000000 3px double;">&nbsp;</p></td> <td valign="bottom"> <p style="border-top: #000000 3px double;">&nbsp;</p></td> <td>&nbsp;</td></tr></table> <p style="margin-top: 18px; margin-bottom: 0px; margin-left: 2%;"><font style="font-family: Times New Roman;" class="_mt" size="2"><b><i>Other-Than-Temporary Impairment </i></b></font></p> <p style="margin-top: 6px; text-indent: 32px; margin-bottom: 0px;"><font style="font-family: Times New Roman;" class="_mt" size="2">Based on an evaluation of securities that have been in a loss position, the Company did not recognize an other-than-temporary impairment charge, for the fiscal year ended March 31, 2012. The Company considered various factors which included its intent and ability to hold the underlying securities until its estimated recovery of amortized cost. The other-than-temporary impairment charge for the fiscal years ended March 31, 2012, 2011 and 2010 was zero, zero and approximately $4.1 million, respectively. As of March 31, 2012 and 2011, the Company also had $7.5 million and $6.5 million in gross unrealized gains, respectively. The basis for computing realized gains or losses is by specific identification. </font></p> <p style="margin-top: 18px; margin-bottom: 0px; font-size: 1px;">&nbsp;</p> </div> 308657000 269052000 46847000 72286000 -19132000 -29807000 -27147000 25454000 -39272000 -19838000 16867000 30955000 -9352000 -7485000 -7485000 -1006000 -1006000 -82688000 -82688000 138763000 163722000 225527000 -26096000 -11294000 -93444000 18355000 31105000 7099000 10274000 -148000 -148000 -485000 -485000 -354000 -354000 6204000 123000 9845000 9845000 -4400000 -4400000 186000 186000 12748000 9052000 -1551000 797000 7437000 359000 8076000 40063000 20852000 870000 2746000 2864000 173265000 124950000 103046000 31484000 1000000 330000 4750000 7532000 9740000 13264000 <div> <p style="margin-top: 18px; margin-bottom: 0px;"><font style="font-family: Times New Roman;" class="_mt" size="2"><b>9. Employee Retirement Plan </b></font></p> <p style="margin-top: 6px; text-indent: 32px; margin-bottom: 0px;"><font style="font-family: Times New Roman;" class="_mt" size="2">Effective January 1, 1986, the Company established a 401(k) defined contribution retirement plan ("Retirement Plan") covering all full-time employees. The Retirement Plan provides for voluntary employee contributions from 1% to 20% of annual compensation, subject to a maximum limit allowed by Internal Revenue Service guidelines. The Company may contribute such amounts as determined by the Board. Employer contributions vest to participants at a rate of 33% per year of service for the first three years of service and 100% thereafter for each year of service. The Company did not make any contributions to the plan for the fiscal years ended March 31, 2012, 2011 and 2010, respectively. </font></p> </div> 0.01 0.01 2000000 2000000 0 0 0 0 1177000 21527000 3825000 8045000 6736000 35000 -555000 -167000 185724000 121876000 101222000 4991000 365000 32023000 38100000 <div> <p style="margin-top: 18px; margin-bottom: 0px;"><font style="font-family: Times New Roman;" class="_mt" size="2"><b>14. Quarterly Financial Information (unaudited) </b></font></p> <p style="margin-top: 6px; text-indent: 32px; margin-bottom: 0px;"><font style="font-family: Times New Roman;" class="_mt" size="2">The following table sets forth unaudited consolidated statements of operations data for each of the Company's last eight quarters. This quarterly information is unaudited and has been prepared on the same basis as the annual consolidated financial statements. In the Company's opinion, this quarterly information reflects all adjustments necessary for a fair presentation of the periods presented. The operating results for any quarter are not necessarily indicative of results for any future period. </font></p> <p style="margin-top: 0px; margin-bottom: 0px; font-size: 12px;">&nbsp;</p> <table style="border-collapse: collapse;" border="0" cellspacing="0" cellpadding="0" width="100%" align="center"> <tr><td width="43%"> </td> <td valign="bottom" width="2%"> </td> <td> </td> <td> </td> <td> </td> <td valign="bottom" width="2%"> </td> <td> </td> <td> </td> <td> </td> <td valign="bottom" width="2%"> </td> <td> </td> <td> </td> <td> </td> <td valign="bottom" width="2%"> </td> <td> </td> <td> </td> <td> </td> <td valign="bottom" width="2%"> </td> <td> </td> <td> </td> <td> </td> <td valign="bottom" width="2%"> </td> <td> </td> <td> </td> <td> </td> <td valign="bottom" width="2%"> </td> <td> </td> <td> </td> <td> </td> <td valign="bottom" width="2%"> </td> <td> </td> <td> </td> <td> </td></tr> <tr><td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td style="border-bottom: #000000 1px solid;" valign="bottom" colspan="14" align="center"><font style="font-family: Times New Roman;" class="_mt" size="1"><b>Fiscal Year Ended March&nbsp;31, 2012</b></font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td style="border-bottom: #000000 1px solid;" valign="bottom" colspan="14" align="center"><font style="font-family: Times New Roman;" class="_mt" size="1"><b>Fiscal Year Ended March&nbsp;31, 2011</b></font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td></tr> <tr><td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td style="border-bottom: #000000 1px solid;" valign="bottom" colspan="2" align="center"><font style="font-family: Times New Roman;" class="_mt" size="1"><b>Q1</b></font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td style="border-bottom: #000000 1px solid;" valign="bottom" colspan="2" align="center"><font style="font-family: Times New Roman;" class="_mt" size="1"><b>Q2</b></font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td style="border-bottom: #000000 1px solid;" valign="bottom" colspan="2" align="center"><font style="font-family: Times New Roman;" class="_mt" size="1"><b>Q3</b></font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td style="border-bottom: #000000 1px solid;" valign="bottom" colspan="2" align="center"><font style="font-family: Times New Roman;" class="_mt" size="1"><b>Q4(1)</b></font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td style="border-bottom: #000000 1px solid;" valign="bottom" colspan="2" align="center"><font style="font-family: Times New Roman;" class="_mt" size="1"><b>Q1</b></font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td style="border-bottom: #000000 1px solid;" valign="bottom" colspan="2" align="center"><font style="font-family: Times New Roman;" class="_mt" size="1"><b>Q2(2)</b></font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td style="border-bottom: #000000 1px solid;" valign="bottom" colspan="2" align="center"><font style="font-family: Times New Roman;" class="_mt" size="1"><b>Q3</b></font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td style="border-bottom: #000000 1px solid;" valign="bottom" colspan="2" align="center"><font style="font-family: Times New Roman;" class="_mt" size="1"><b>Q4(3)</b></font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td></tr> <tr><td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom" colspan="30" align="center"><font style="font-family: Times New Roman;" class="_mt" size="1"><b>(In thousands, except per share data)</b></font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td></tr> <tr bgcolor="#cceeff"><td valign="top"> <p style="text-indent: -1em; margin-left: 1em;"><font style="font-family: Times New Roman;" class="_mt" size="1">Net revenues</font></p></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="1">$</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="1">60,844</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="1">$</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="1">64,929</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="1">$</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="1">56,347</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="1">$</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="1">48,767</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="1">$</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="1">60,810</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="1">$</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="1">65,953</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="1">$</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="1">62,364</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="1">$</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="1">58,583</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="1">&nbsp;&nbsp;</font></td></tr> <tr><td valign="top"> <p style="text-indent: -1em; margin-left: 1em;"><font style="font-family: Times New Roman;" class="_mt" size="1">Cost of revenues</font></p></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="1">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="1">26,331</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="1">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="1">27,704</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="1">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="1">23,795</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="1">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="1">20,974</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="1">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="1">22,485</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="1">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="1">23,435</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="1">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="1">23,886</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="1">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="1">25,476</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="1">&nbsp;&nbsp;</font></td></tr> <tr style="font-size: 1px;"><td valign="bottom"> </td> <td valign="bottom">&nbsp;&nbsp;</td> <td valign="bottom"> <p style="border-top: #000000 1px solid;">&nbsp;</p></td> <td valign="bottom"> <p style="border-top: #000000 1px solid;">&nbsp;</p></td> <td>&nbsp;</td> <td valign="bottom">&nbsp;</td> <td valign="bottom"> <p style="border-top: #000000 1px solid;">&nbsp;</p></td> <td valign="bottom"> <p style="border-top: #000000 1px solid;">&nbsp;</p></td> <td>&nbsp;</td> <td valign="bottom">&nbsp;</td> <td valign="bottom"> <p style="border-top: #000000 1px solid;">&nbsp;</p></td> <td valign="bottom"> <p style="border-top: #000000 1px solid;">&nbsp;</p></td> <td>&nbsp;</td> <td valign="bottom">&nbsp;</td> <td valign="bottom"> <p style="border-top: #000000 1px solid;">&nbsp;</p></td> <td valign="bottom"> <p style="border-top: #000000 1px solid;">&nbsp;</p></td> <td>&nbsp;</td> <td valign="bottom">&nbsp;</td> <td valign="bottom"> <p style="border-top: #000000 1px solid;">&nbsp;</p></td> <td valign="bottom"> <p style="border-top: #000000 1px solid;">&nbsp;</p></td> <td>&nbsp;</td> <td valign="bottom">&nbsp;</td> <td valign="bottom"> <p style="border-top: #000000 1px solid;">&nbsp;</p></td> <td valign="bottom"> <p style="border-top: #000000 1px solid;">&nbsp;</p></td> <td>&nbsp;</td> <td valign="bottom">&nbsp;&nbsp;</td> <td valign="bottom"> <p style="border-top: #000000 1px solid;">&nbsp;</p></td> <td valign="bottom"> <p style="border-top: #000000 1px solid;">&nbsp;</p></td> <td>&nbsp;</td> <td valign="bottom">&nbsp;</td> <td valign="bottom"> <p style="border-top: #000000 1px solid;">&nbsp;</p></td> <td valign="bottom"> <p style="border-top: #000000 1px solid;">&nbsp;</p></td> <td>&nbsp;</td></tr> <tr bgcolor="#cceeff"><td valign="top"> <p style="text-indent: -1em; margin-left: 1em;"><font style="font-family: Times New Roman;" class="_mt" size="1">Gross profit</font></p></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="1">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="1">34,513</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="1">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="1">37,225</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="1">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="1">32,552</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="1">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="1">27,793</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="1">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="1">38,325</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="1">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="1">42,518</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="1">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="1">38,478</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="1">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="1">33,107</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="1">&nbsp;&nbsp;</font></td></tr> <tr><td valign="top"> <p style="text-indent: -1em; margin-left: 1em;"><font style="font-family: Times New Roman;" class="_mt" size="1">Total operating expenses</font></p></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="1">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="1">42,936</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="1">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="1">39,313</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="1">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="1">40,337</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="1">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="1">102,941</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="1">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="1">38,775</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="1">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="1">41,669</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="1">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="1">42,934</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="1">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="1">40,344</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="1">&nbsp;&nbsp;</font></td></tr> <tr style="font-size: 1px;"><td valign="bottom"> </td> <td valign="bottom">&nbsp;&nbsp;</td> <td valign="bottom"> <p style="border-top: #000000 1px solid;">&nbsp;</p></td> <td valign="bottom"> <p style="border-top: #000000 1px solid;">&nbsp;</p></td> <td>&nbsp;</td> <td valign="bottom">&nbsp;</td> <td valign="bottom"> <p style="border-top: #000000 1px solid;">&nbsp;</p></td> <td valign="bottom"> <p style="border-top: #000000 1px solid;">&nbsp;</p></td> <td>&nbsp;</td> <td valign="bottom">&nbsp;</td> <td valign="bottom"> <p style="border-top: #000000 1px solid;">&nbsp;</p></td> <td valign="bottom"> <p style="border-top: #000000 1px solid;">&nbsp;</p></td> <td>&nbsp;</td> <td valign="bottom">&nbsp;</td> <td valign="bottom"> <p style="border-top: #000000 1px solid;">&nbsp;</p></td> <td valign="bottom"> <p style="border-top: #000000 1px solid;">&nbsp;</p></td> <td>&nbsp;</td> <td valign="bottom">&nbsp;</td> <td valign="bottom"> <p style="border-top: #000000 1px solid;">&nbsp;</p></td> <td valign="bottom"> <p style="border-top: #000000 1px solid;">&nbsp;</p></td> <td>&nbsp;</td> <td valign="bottom">&nbsp;</td> <td valign="bottom"> <p style="border-top: #000000 1px solid;">&nbsp;</p></td> <td valign="bottom"> <p style="border-top: #000000 1px solid;">&nbsp;</p></td> <td>&nbsp;</td> <td valign="bottom">&nbsp;&nbsp;</td> <td valign="bottom"> <p style="border-top: #000000 1px solid;">&nbsp;</p></td> <td valign="bottom"> <p style="border-top: #000000 1px solid;">&nbsp;</p></td> <td>&nbsp;</td> <td valign="bottom">&nbsp;</td> <td valign="bottom"> <p style="border-top: #000000 1px solid;">&nbsp;</p></td> <td valign="bottom"> <p style="border-top: #000000 1px solid;">&nbsp;</p></td> <td>&nbsp;</td></tr> <tr bgcolor="#cceeff"><td valign="top"> <p style="text-indent: -1em; margin-left: 1em;"><font style="font-family: Times New Roman;" class="_mt" size="1">Operating income (loss)</font></p></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="1">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="1">(8,423</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="1">)&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="1">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="1">(2,088</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="1">)&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="1">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="1">(7,785</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="1">)&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="1">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="1">(75,148</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="1">)&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="1">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="1">(450</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="1">)&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="1">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="1">849</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="1">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="1">(4,456</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="1">)&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="1">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="1">(7,237</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="1">)&nbsp;</font></td></tr> <tr><td valign="top"> <p style="text-indent: -1em; margin-left: 1em;"><font style="font-family: Times New Roman;" class="_mt" size="1">Interest and other income</font></p></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="1">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="1">1,356</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="1">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="1">1,517</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="1">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="1">914</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="1">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="1">7,897</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="1">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="1">2,081</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="1">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="1">3,102</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="1">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="1">2,325</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="1">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="1">3,179</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="1">&nbsp;&nbsp;</font></td></tr> <tr style="font-size: 1px;"><td valign="bottom"> </td> <td valign="bottom">&nbsp;&nbsp;</td> <td valign="bottom"> <p style="border-top: #000000 1px solid;">&nbsp;</p></td> <td valign="bottom"> <p style="border-top: #000000 1px solid;">&nbsp;</p></td> <td>&nbsp;</td> <td valign="bottom">&nbsp;</td> <td valign="bottom"> <p style="border-top: #000000 1px solid;">&nbsp;</p></td> <td valign="bottom"> <p style="border-top: #000000 1px solid;">&nbsp;</p></td> <td>&nbsp;</td> <td valign="bottom">&nbsp;</td> <td valign="bottom"> <p style="border-top: #000000 1px solid;">&nbsp;</p></td> <td valign="bottom"> <p style="border-top: #000000 1px solid;">&nbsp;</p></td> <td>&nbsp;</td> <td valign="bottom">&nbsp;</td> <td valign="bottom"> <p style="border-top: #000000 1px solid;">&nbsp;</p></td> <td valign="bottom"> <p style="border-top: #000000 1px solid;">&nbsp;</p></td> <td>&nbsp;</td> <td valign="bottom">&nbsp;</td> <td valign="bottom"> <p style="border-top: #000000 1px solid;">&nbsp;</p></td> <td valign="bottom"> <p style="border-top: #000000 1px solid;">&nbsp;</p></td> <td>&nbsp;</td> <td valign="bottom">&nbsp;</td> <td valign="bottom"> <p style="border-top: #000000 1px solid;">&nbsp;</p></td> <td valign="bottom"> <p style="border-top: #000000 1px solid;">&nbsp;</p></td> <td>&nbsp;</td> <td valign="bottom">&nbsp;&nbsp;</td> <td valign="bottom"> <p style="border-top: #000000 1px solid;">&nbsp;</p></td> <td valign="bottom"> <p style="border-top: #000000 1px solid;">&nbsp;</p></td> <td>&nbsp;</td> <td valign="bottom">&nbsp;</td> <td valign="bottom"> <p style="border-top: #000000 1px solid;">&nbsp;</p></td> <td valign="bottom"> <p style="border-top: #000000 1px solid;">&nbsp;</p></td> <td>&nbsp;</td></tr> <tr bgcolor="#cceeff"><td valign="top"> <p style="text-indent: -1em; margin-left: 1em;"><font style="font-family: Times New Roman;" class="_mt" size="1">Income (loss) from continuing operations before income taxes</font></p></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="1">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="1">(7,067</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="1">)&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="1">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="1">(571</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="1">)&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="1">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="1">(6,871</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="1">)&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="1">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="1">(67,251</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="1">)&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="1">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="1">1,631</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="1">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="1">3,951</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="1">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="1">(2,131</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="1">)&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="1">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="1">(4,058</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="1">)&nbsp;</font></td></tr> <tr><td valign="top"> <p style="text-indent: -1em; margin-left: 1em;"><font style="font-family: Times New Roman;" class="_mt" size="1">Income tax expense (benefit)</font></p></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="1">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="1">(190</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="1">)&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="1">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="1">581</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="1">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="1">206</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="1">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="1">331</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="1">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="1">240</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="1">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="1">376</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="1">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="1">(170</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="1">)&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="1">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="1">(47</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="1">)&nbsp;</font></td></tr> <tr style="font-size: 1px;"><td valign="bottom"> </td> <td valign="bottom">&nbsp;&nbsp;</td> <td valign="bottom"> <p style="border-top: #000000 1px solid;">&nbsp;</p></td> <td valign="bottom"> <p style="border-top: #000000 1px solid;">&nbsp;</p></td> <td>&nbsp;</td> <td valign="bottom">&nbsp;</td> <td valign="bottom"> <p style="border-top: #000000 1px solid;">&nbsp;</p></td> <td valign="bottom"> <p style="border-top: #000000 1px solid;">&nbsp;</p></td> <td>&nbsp;</td> <td valign="bottom">&nbsp;</td> <td valign="bottom"> <p style="border-top: #000000 1px solid;">&nbsp;</p></td> <td valign="bottom"> <p style="border-top: #000000 1px solid;">&nbsp;</p></td> <td>&nbsp;</td> <td valign="bottom">&nbsp;</td> <td valign="bottom"> <p style="border-top: #000000 1px solid;">&nbsp;</p></td> <td valign="bottom"> <p style="border-top: #000000 1px solid;">&nbsp;</p></td> <td>&nbsp;</td> <td valign="bottom">&nbsp;</td> <td valign="bottom"> <p style="border-top: #000000 1px solid;">&nbsp;</p></td> <td valign="bottom"> <p style="border-top: #000000 1px solid;">&nbsp;</p></td> <td>&nbsp;</td> <td valign="bottom">&nbsp;</td> <td valign="bottom"> <p style="border-top: #000000 1px solid;">&nbsp;</p></td> <td valign="bottom"> <p style="border-top: #000000 1px solid;">&nbsp;</p></td> <td>&nbsp;</td> <td valign="bottom">&nbsp;&nbsp;</td> <td valign="bottom"> <p style="border-top: #000000 1px solid;">&nbsp;</p></td> <td valign="bottom"> <p style="border-top: #000000 1px solid;">&nbsp;</p></td> <td>&nbsp;</td> <td valign="bottom">&nbsp;</td> <td valign="bottom"> <p style="border-top: #000000 1px solid;">&nbsp;</p></td> <td valign="bottom"> <p style="border-top: #000000 1px solid;">&nbsp;</p></td> <td>&nbsp;</td></tr> <tr bgcolor="#cceeff"><td valign="top"> <p style="text-indent: -1em; margin-left: 1em;"><font style="font-family: Times New Roman;" class="_mt" size="1">Income (loss)</font></p></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="1">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="1">(6,877</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="1">)&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="1">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="1">(1,152</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="1">)&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="1">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="1">(7,077</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="1">)&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="1">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="1">(67,582</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="1">)&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="1">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="1">1,391</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="1">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="1">3,575</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="1">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="1">(1,961</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="1">)&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="1">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="1">(4,011</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="1">)&nbsp;</font></td></tr> <tr style="font-size: 1px;"><td valign="bottom"> </td> <td valign="bottom">&nbsp;&nbsp;</td> <td valign="bottom"> <p style="border-top: #000000 1px solid;">&nbsp;</p></td> <td valign="bottom"> <p style="border-top: #000000 1px solid;">&nbsp;</p></td> <td>&nbsp;</td> <td valign="bottom">&nbsp;</td> <td valign="bottom"> <p style="border-top: #000000 1px solid;">&nbsp;</p></td> <td valign="bottom"> <p style="border-top: #000000 1px solid;">&nbsp;</p></td> <td>&nbsp;</td> <td valign="bottom">&nbsp;</td> <td valign="bottom"> <p style="border-top: #000000 1px solid;">&nbsp;</p></td> <td valign="bottom"> <p style="border-top: #000000 1px solid;">&nbsp;</p></td> <td>&nbsp;</td> <td valign="bottom">&nbsp;</td> <td valign="bottom"> <p style="border-top: #000000 1px solid;">&nbsp;</p></td> <td valign="bottom"> <p style="border-top: #000000 1px solid;">&nbsp;</p></td> <td>&nbsp;</td> <td valign="bottom">&nbsp;</td> <td valign="bottom"> <p style="border-top: #000000 1px solid;">&nbsp;</p></td> <td valign="bottom"> <p style="border-top: #000000 1px solid;">&nbsp;</p></td> <td>&nbsp;</td> <td valign="bottom">&nbsp;</td> <td valign="bottom"> <p style="border-top: #000000 1px solid;">&nbsp;</p></td> <td valign="bottom"> <p style="border-top: #000000 1px solid;">&nbsp;</p></td> <td>&nbsp;</td> <td valign="bottom">&nbsp;&nbsp;</td> <td valign="bottom"> <p style="border-top: #000000 1px solid;">&nbsp;</p></td> <td valign="bottom"> <p style="border-top: #000000 1px solid;">&nbsp;</p></td> <td>&nbsp;</td> <td valign="bottom">&nbsp;</td> <td valign="bottom"> <p style="border-top: #000000 1px solid;">&nbsp;</p></td> <td valign="bottom"> <p style="border-top: #000000 1px solid;">&nbsp;</p></td> <td>&nbsp;</td></tr> <tr><td valign="top"> <p style="text-indent: -1em; margin-left: 1em;"><font style="font-family: Times New Roman;" class="_mt" size="1">Net income (loss)</font></p></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="1">$</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="1">(6,877</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="1">)&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="1">$</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="1">(1,152</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="1">)&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="1">$</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="1">(7,077</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="1">)&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="1">$</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="1">(67,582</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="1">)&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="1">$</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="1">1,391</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="1">$</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="1">3,575</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="1">$</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="1">(1,961</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="1">)&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="1">$</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="1">(4,011</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="1">)&nbsp;</font></td></tr> <tr style="font-size: 1px;"><td valign="bottom"> </td> <td valign="bottom">&nbsp;&nbsp;</td> <td valign="bottom"> <p style="border-top: #000000 3px double;">&nbsp;</p></td> <td valign="bottom"> <p style="border-top: #000000 3px double;">&nbsp;</p></td> <td>&nbsp;</td> <td valign="bottom">&nbsp;</td> <td valign="bottom"> <p style="border-top: #000000 3px double;">&nbsp;</p></td> <td valign="bottom"> <p style="border-top: #000000 3px double;">&nbsp;</p></td> <td>&nbsp;</td> <td valign="bottom">&nbsp;</td> <td valign="bottom"> <p style="border-top: #000000 3px double;">&nbsp;</p></td> <td valign="bottom"> <p style="border-top: #000000 3px double;">&nbsp;</p></td> <td>&nbsp;</td> <td valign="bottom">&nbsp;</td> <td valign="bottom"> <p style="border-top: #000000 3px double;">&nbsp;</p></td> <td valign="bottom"> <p style="border-top: #000000 3px double;">&nbsp;</p></td> <td>&nbsp;</td> <td valign="bottom">&nbsp;</td> <td valign="bottom"> <p style="border-top: #000000 3px double;">&nbsp;</p></td> <td valign="bottom"> <p style="border-top: #000000 3px double;">&nbsp;</p></td> <td>&nbsp;</td> <td valign="bottom">&nbsp;</td> <td valign="bottom"> <p style="border-top: #000000 3px double;">&nbsp;</p></td> <td valign="bottom"> <p style="border-top: #000000 3px double;">&nbsp;</p></td> <td>&nbsp;</td> <td valign="bottom">&nbsp;&nbsp;</td> <td valign="bottom"> <p style="border-top: #000000 3px double;">&nbsp;</p></td> <td valign="bottom"> <p style="border-top: #000000 3px double;">&nbsp;</p></td> <td>&nbsp;</td> <td valign="bottom">&nbsp;</td> <td valign="bottom"> <p style="border-top: #000000 3px double;">&nbsp;</p></td> <td valign="bottom"> <p style="border-top: #000000 3px double;">&nbsp;</p></td> <td>&nbsp;</td></tr> <tr bgcolor="#cceeff"><td valign="top"> <p style="text-indent: -1em; margin-left: 1em;"><font style="font-family: Times New Roman;" class="_mt" size="1">Basic income(loss) per share</font></p></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="1">$</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="1">(0.01</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="1">)&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="1">$</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="1">(0.02</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="1">)&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="1">$</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="1">(0.12</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="1">)&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="1">$</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="1">(1.10</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="1">)&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="1">$</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="1">0.02</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="1">$</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="1">0.05</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="1">$</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="1">(0.03</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="1">)&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="1">$</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="1">(0.06</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="1">)&nbsp;</font></td></tr> <tr style="font-size: 1px;"><td valign="bottom"> </td> <td valign="bottom">&nbsp;&nbsp;</td> <td valign="bottom"> <p style="border-top: #000000 3px double;">&nbsp;</p></td> <td valign="bottom"> <p style="border-top: #000000 3px double;">&nbsp;</p></td> <td>&nbsp;</td> <td valign="bottom">&nbsp;</td> <td valign="bottom"> <p style="border-top: #000000 3px double;">&nbsp;</p></td> <td valign="bottom"> <p style="border-top: #000000 3px double;">&nbsp;</p></td> <td>&nbsp;</td> <td valign="bottom">&nbsp;</td> <td valign="bottom"> <p style="border-top: #000000 3px double;">&nbsp;</p></td> <td valign="bottom"> <p style="border-top: #000000 3px double;">&nbsp;</p></td> <td>&nbsp;</td> <td valign="bottom">&nbsp;</td> <td valign="bottom"> <p style="border-top: #000000 3px double;">&nbsp;</p></td> <td valign="bottom"> <p style="border-top: #000000 3px double;">&nbsp;</p></td> <td>&nbsp;</td> <td valign="bottom">&nbsp;</td> <td valign="bottom"> <p style="border-top: #000000 3px double;">&nbsp;</p></td> <td valign="bottom"> <p style="border-top: #000000 3px double;">&nbsp;</p></td> <td>&nbsp;</td> <td valign="bottom">&nbsp;</td> <td valign="bottom"> <p style="border-top: #000000 3px double;">&nbsp;</p></td> <td valign="bottom"> <p style="border-top: #000000 3px double;">&nbsp;</p></td> <td>&nbsp;</td> <td valign="bottom">&nbsp;&nbsp;</td> <td valign="bottom"> <p style="border-top: #000000 3px double;">&nbsp;</p></td> <td valign="bottom"> <p style="border-top: #000000 3px double;">&nbsp;</p></td> <td>&nbsp;</td> <td valign="bottom">&nbsp;</td> <td valign="bottom"> <p style="border-top: #000000 3px double;">&nbsp;</p></td> <td valign="bottom"> <p style="border-top: #000000 3px double;">&nbsp;</p></td> <td>&nbsp;</td></tr> <tr><td valign="top"> <p style="text-indent: -1em; margin-left: 1em;"><font style="font-family: Times New Roman;" class="_mt" size="1">Shares used in calculating basic net income (loss) per share</font></p></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="1">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="1">63,878</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="1">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="1">62,526</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="1">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="1">60,990</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="1">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="1">61,587</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="1">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="1">66,005</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="1">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="1">65,752</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="1">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="1">64,647</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="1">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="1">64,236</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="1">&nbsp;&nbsp;</font></td></tr> <tr style="font-size: 1px;"><td valign="bottom"> </td> <td valign="bottom">&nbsp;&nbsp;</td> <td valign="bottom"> <p style="border-top: #000000 3px double;">&nbsp;</p></td> <td valign="bottom"> <p style="border-top: #000000 3px double;">&nbsp;</p></td> <td>&nbsp;</td> <td valign="bottom">&nbsp;</td> <td valign="bottom"> <p style="border-top: #000000 3px double;">&nbsp;</p></td> <td valign="bottom"> <p style="border-top: #000000 3px double;">&nbsp;</p></td> <td>&nbsp;</td> <td valign="bottom">&nbsp;</td> <td valign="bottom"> <p style="border-top: #000000 3px double;">&nbsp;</p></td> <td valign="bottom"> <p style="border-top: #000000 3px double;">&nbsp;</p></td> <td>&nbsp;</td> <td valign="bottom">&nbsp;</td> <td valign="bottom"> <p style="border-top: #000000 3px double;">&nbsp;</p></td> <td valign="bottom"> <p style="border-top: #000000 3px double;">&nbsp;</p></td> <td>&nbsp;</td> <td valign="bottom">&nbsp;</td> <td valign="bottom"> <p style="border-top: #000000 3px double;">&nbsp;</p></td> <td valign="bottom"> <p style="border-top: #000000 3px double;">&nbsp;</p></td> <td>&nbsp;</td> <td valign="bottom">&nbsp;</td> <td valign="bottom"> <p style="border-top: #000000 3px double;">&nbsp;</p></td> <td valign="bottom"> <p style="border-top: #000000 3px double;">&nbsp;</p></td> <td>&nbsp;</td> <td valign="bottom">&nbsp;&nbsp;</td> <td valign="bottom"> <p style="border-top: #000000 3px double;">&nbsp;</p></td> <td valign="bottom"> <p style="border-top: #000000 3px double;">&nbsp;</p></td> <td>&nbsp;</td> <td valign="bottom">&nbsp;</td> <td valign="bottom"> <p style="border-top: #000000 3px double;">&nbsp;</p></td> <td valign="bottom"> <p style="border-top: #000000 3px double;">&nbsp;</p></td> <td>&nbsp;</td></tr> <tr bgcolor="#cceeff"><td valign="top"> <p style="text-indent: -1em; margin-left: 1em;"><font style="font-family: Times New Roman;" class="_mt" size="1">Diluted income (loss) per share</font></p></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="1">$</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="1">(0.11</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="1">)&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="1">$</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="1">(0.02</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="1">)&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="1">$</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="1">(0.12</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="1">)&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="1">$</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="1">(1.10</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="1">)&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="1">$</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="1">0.02</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="1">$</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="1">0.05</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="1">$</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="1">(0.03</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="1">)&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="1">$</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="1">(0.06</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="1">)&nbsp;</font></td></tr> <tr style="font-size: 1px;"><td valign="bottom"> </td> <td valign="bottom">&nbsp;&nbsp;</td> <td valign="bottom"> <p style="border-top: #000000 3px double;">&nbsp;</p></td> <td valign="bottom"> <p style="border-top: #000000 3px double;">&nbsp;</p></td> <td>&nbsp;</td> <td valign="bottom">&nbsp;</td> <td valign="bottom"> <p style="border-top: #000000 3px double;">&nbsp;</p></td> <td valign="bottom"> <p style="border-top: #000000 3px double;">&nbsp;</p></td> <td>&nbsp;</td> <td valign="bottom">&nbsp;</td> <td valign="bottom"> <p style="border-top: #000000 3px double;">&nbsp;</p></td> <td valign="bottom"> <p style="border-top: #000000 3px double;">&nbsp;</p></td> <td>&nbsp;</td> <td valign="bottom">&nbsp;</td> <td valign="bottom"> <p style="border-top: #000000 3px double;">&nbsp;</p></td> <td valign="bottom"> <p style="border-top: #000000 3px double;">&nbsp;</p></td> <td>&nbsp;</td> <td valign="bottom">&nbsp;</td> <td valign="bottom"> <p style="border-top: #000000 3px double;">&nbsp;</p></td> <td valign="bottom"> <p style="border-top: #000000 3px double;">&nbsp;</p></td> <td>&nbsp;</td> <td valign="bottom">&nbsp;</td> <td valign="bottom"> <p style="border-top: #000000 3px double;">&nbsp;</p></td> <td valign="bottom"> <p style="border-top: #000000 3px double;">&nbsp;</p></td> <td>&nbsp;</td> <td valign="bottom">&nbsp;&nbsp;</td> <td valign="bottom"> <p style="border-top: #000000 3px double;">&nbsp;</p></td> <td valign="bottom"> <p style="border-top: #000000 3px double;">&nbsp;</p></td> <td>&nbsp;</td> <td valign="bottom">&nbsp;</td> <td valign="bottom"> <p style="border-top: #000000 3px double;">&nbsp;</p></td> <td valign="bottom"> <p style="border-top: #000000 3px double;">&nbsp;</p></td> <td>&nbsp;</td></tr> <tr><td valign="top"> <p style="text-indent: -1em; margin-left: 1em;"><font style="font-family: Times New Roman;" class="_mt" size="1">Shares used in calculating diluted net income (loss) per share</font></p></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="1">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="1">63,878</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="1">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="1">62,526</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="1">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="1">60,990</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="1">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="1">61,587</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="1">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="1">68,735</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="1">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="1">68,021</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="1">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="1">64,647</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="1">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="1">64,236</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="1">&nbsp;&nbsp;</font></td></tr> <tr style="font-size: 1px;"><td valign="bottom"> </td> <td valign="bottom">&nbsp;&nbsp;</td> <td valign="bottom"> <p style="border-top: #000000 3px double;">&nbsp;</p></td> <td valign="bottom"> <p style="border-top: #000000 3px double;">&nbsp;</p></td> <td>&nbsp;</td> <td valign="bottom">&nbsp;</td> <td valign="bottom"> <p style="border-top: #000000 3px double;">&nbsp;</p></td> <td valign="bottom"> <p style="border-top: #000000 3px double;">&nbsp;</p></td> <td>&nbsp;</td> <td valign="bottom">&nbsp;</td> <td valign="bottom"> <p style="border-top: #000000 3px double;">&nbsp;</p></td> <td valign="bottom"> <p style="border-top: #000000 3px double;">&nbsp;</p></td> <td>&nbsp;</td> <td valign="bottom">&nbsp;</td> <td valign="bottom"> <p style="border-top: #000000 3px double;">&nbsp;</p></td> <td valign="bottom"> <p style="border-top: #000000 3px double;">&nbsp;</p></td> <td>&nbsp;</td> <td valign="bottom">&nbsp;</td> <td valign="bottom"> <p style="border-top: #000000 3px double;">&nbsp;</p></td> <td valign="bottom"> <p style="border-top: #000000 3px double;">&nbsp;</p></td> <td>&nbsp;</td> <td valign="bottom">&nbsp;</td> <td valign="bottom"> <p style="border-top: #000000 3px double;">&nbsp;</p></td> <td valign="bottom"> <p style="border-top: #000000 3px double;">&nbsp;</p></td> <td>&nbsp;</td> <td valign="bottom">&nbsp;&nbsp;</td> <td valign="bottom"> <p style="border-top: #000000 3px double;">&nbsp;</p></td> <td valign="bottom"> <p style="border-top: #000000 3px double;">&nbsp;</p></td> <td>&nbsp;</td> <td valign="bottom">&nbsp;</td> <td valign="bottom"> <p style="border-top: #000000 3px double;">&nbsp;</p></td> <td valign="bottom"> <p style="border-top: #000000 3px double;">&nbsp;</p></td> <td>&nbsp;</td></tr></table> <p style="border-bottom: #000000 0.5pt solid; line-height: 8px; margin-top: 0px; width: 10%; margin-bottom: 2px;"> </p> <table style="border-collapse: collapse;" border="0" cellspacing="0" cellpadding="0" width="100%"> <tr><td valign="top" width="3%" align="left"><font style="font-family: Times New Roman;" class="_mt" size="1">(1)</font></td> <td valign="top" align="left"><font style="font-family: Times New Roman;" class="_mt" size="1">The consolidated operating results for the fourth quarter of fiscal 2012 included a charge of $60.4 million related to the Veloce initial consideration and a gain of $8.1 related to the sale of a strategic investment. </font></td></tr></table> <table style="border-collapse: collapse;" border="0" cellspacing="0" cellpadding="0" width="100%"> <tr><td valign="top" width="3%" align="left"><font style="font-family: Times New Roman;" class="_mt" size="1">(2)</font></td> <td valign="top" align="left"><font style="font-family: Times New Roman;" class="_mt" size="1">The consolidated operating results for the second quarter of fiscal 2011 included $0.9 million in TPack acquisition related transaction costs. </font></td></tr></table> <table style="border-collapse: collapse;" border="0" cellspacing="0" cellpadding="0" width="100%"> <tr><td valign="top" width="3%" align="left"><font style="font-family: Times New Roman;" class="_mt" size="1">(3)</font></td> <td valign="top" align="left"><font style="font-family: Times New Roman;" class="_mt" size="1">The consolidated operating results in the fourth quarter of fiscal 2011 included reversal of $1.5 million in bonus expense and $0.9 million in EBITA performance stock-based compensation expense. </font></td></tr></table> <p style="margin-top: 24px; margin-bottom: 0px; font-size: 1px;">&nbsp;</p> </div> 88096000 108732000 175656000 9557000 11092000 13076000 <div> <p style="margin-top: 18px; margin-bottom: 0px;"><font style="font-family: Times New Roman;" class="_mt" size="2"><b>7. Restructuring Charges </b></font></p> <p style="margin-top: 6px; text-indent: 32px; margin-bottom: 0px;"><font style="font-family: Times New Roman;" class="_mt" size="2">The Company recognizes restructuring costs associated with exit or disposal activities. Cost relating to facilities closure or lease commitments are recognized when the facility has been exited. Termination costs are recognized when the cost are deemed both probable and estimable. Over the last several years, the Company has undertaken significant restructuring activities under several plans in an effort to reduce operating costs. A combined summary of the recent activity of the restructuring programs initiated by the Company is as follows (in thousands): </font></p> <p style="margin-top: 0px; margin-bottom: 0px; font-size: 12px;">&nbsp;</p> <table style="border-collapse: collapse;" border="0" cellspacing="0" cellpadding="0" width="100%" align="center"> <tr><td width="70%"> </td> <td valign="bottom" width="8%"> </td> <td> </td> <td> </td> <td> </td> <td valign="bottom" width="8%"> </td> <td> </td> <td> </td> <td> </td> <td valign="bottom" width="8%"> </td> <td> </td> <td> </td> <td> </td></tr> <tr><td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td style="border-bottom: #000000 1px solid;" valign="bottom" colspan="2" align="center"><font style="font-family: Times New Roman;" class="_mt" size="1"><b>Workforce<br />Reduction</b></font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td style="border-bottom: #000000 1px solid;" valign="bottom" colspan="2" align="center"><font style="font-family: Times New Roman;" class="_mt" size="1"><b>Facilities<br />Consolidation<br />and<br />Operating<br />Lease<br />Commitments</b></font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td style="border-bottom: #000000 1px solid;" valign="bottom" colspan="2" align="center"><font style="font-family: Times New Roman;" class="_mt" size="1"><b>Total</b></font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td></tr> <tr bgcolor="#cceeff"><td valign="top"> <p style="text-indent: -1em; margin-left: 1em;"><font style="font-family: Times New Roman;" class="_mt" size="2">Liability, March&nbsp;31, 2010</font></p></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">$</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">393</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">$</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">190</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">$</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">583</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td></tr> <tr><td valign="top"> <p style="text-indent: -1em; margin-left: 3em;"><font style="font-family: Times New Roman;" class="_mt" size="2">Restructuring charges</font></p></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">486</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">112</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">598</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td></tr> <tr bgcolor="#cceeff"><td valign="top"> <p style="text-indent: -1em; margin-left: 3em;"><font style="font-family: Times New Roman;" class="_mt" size="2">Cash payments</font></p></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">(831</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">)&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">(284</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">)&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">(1,115</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">)&nbsp;</font></td></tr> <tr><td valign="top"> <p style="text-indent: -1em; margin-left: 3em;"><font style="font-family: Times New Roman;" class="_mt" size="2">Reductions to estimated liability</font></p></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">(48</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">)&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">(18</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">)&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">(66</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">)&nbsp;</font></td></tr> <tr style="font-size: 1px;"><td valign="bottom"> </td> <td valign="bottom">&nbsp;&nbsp;</td> <td valign="bottom"> <p style="border-top: #000000 1px solid;">&nbsp;</p></td> <td valign="bottom"> <p style="border-top: #000000 1px solid;">&nbsp;</p></td> <td>&nbsp;</td> <td valign="bottom">&nbsp;</td> <td valign="bottom"> <p style="border-top: #000000 1px solid;">&nbsp;</p></td> <td valign="bottom"> <p style="border-top: #000000 1px solid;">&nbsp;</p></td> <td>&nbsp;</td> <td valign="bottom">&nbsp;</td> <td valign="bottom"> <p style="border-top: #000000 1px solid;">&nbsp;</p></td> <td valign="bottom"> <p style="border-top: #000000 1px solid;">&nbsp;</p></td> <td>&nbsp;</td></tr> <tr bgcolor="#cceeff"><td valign="top"> <p style="text-indent: -1em; margin-left: 1em;"><font style="font-family: Times New Roman;" class="_mt" size="2">Liability, March&nbsp;31, 2011</font></p></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">$</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">&#8212;&nbsp;&nbsp;</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">$</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">&#8212;&nbsp;&nbsp;</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">$</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">&#8212;&nbsp;&nbsp;</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td></tr> <tr style="font-size: 1px;"><td valign="bottom"> </td> <td valign="bottom">&nbsp;&nbsp;</td> <td valign="bottom"> <p style="border-top: #000000 1px solid;">&nbsp;</p></td> <td valign="bottom"> <p style="border-top: #000000 1px solid;">&nbsp;</p></td> <td>&nbsp;</td> <td valign="bottom">&nbsp;</td> <td valign="bottom"> <p style="border-top: #000000 1px solid;">&nbsp;</p></td> <td valign="bottom"> <p style="border-top: #000000 1px solid;">&nbsp;</p></td> <td>&nbsp;</td> <td valign="bottom">&nbsp;</td> <td valign="bottom"> <p style="border-top: #000000 1px solid;">&nbsp;</p></td> <td valign="bottom"> <p style="border-top: #000000 1px solid;">&nbsp;</p></td> <td>&nbsp;</td></tr> <tr><td valign="top"> <p style="text-indent: -1em; margin-left: 3em;"><font style="font-family: Times New Roman;" class="_mt" size="2">Restructuring charges</font></p></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">$</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">913</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">$</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">&#8212;&nbsp;&nbsp;</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">$</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">913</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td></tr> <tr bgcolor="#cceeff"><td valign="top"> <p style="text-indent: -1em; margin-left: 3em;"><font style="font-family: Times New Roman;" class="_mt" size="2">Cash payments</font></p></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">(875</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">)&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">&#8212;&nbsp;&nbsp;</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">(875</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">)&nbsp;</font></td></tr> <tr><td valign="top"> <p style="text-indent: -1em; margin-left: 3em;"><font style="font-family: Times New Roman;" class="_mt" size="2">Reductions to estimated liability</font></p></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">(38</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">)&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">&#8212;&nbsp;&nbsp;</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">(38</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">)&nbsp;</font></td></tr> <tr style="font-size: 1px;"><td valign="bottom"> </td> <td valign="bottom">&nbsp;&nbsp;</td> <td valign="bottom"> <p style="border-top: #000000 1px solid;">&nbsp;</p></td> <td valign="bottom"> <p style="border-top: #000000 1px solid;">&nbsp;</p></td> <td>&nbsp;</td> <td valign="bottom">&nbsp;</td> <td valign="bottom"> <p style="border-top: #000000 1px solid;">&nbsp;</p></td> <td valign="bottom"> <p style="border-top: #000000 1px solid;">&nbsp;</p></td> <td>&nbsp;</td> <td valign="bottom">&nbsp;</td> <td valign="bottom"> <p style="border-top: #000000 1px solid;">&nbsp;</p></td> <td valign="bottom"> <p style="border-top: #000000 1px solid;">&nbsp;</p></td> <td>&nbsp;</td></tr> <tr bgcolor="#cceeff"><td valign="top"> <p style="text-indent: -1em; margin-left: 1em;"><font style="font-family: Times New Roman;" class="_mt" size="2">Liability, March&nbsp;31, 2012</font></p></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">$</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">&#8212;&nbsp;&nbsp;</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">$</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">&#8212;&nbsp;&nbsp;</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">$</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">&#8212;&nbsp;&nbsp;</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td></tr> <tr style="font-size: 1px;"><td valign="bottom"> </td> <td valign="bottom">&nbsp;&nbsp;</td> <td valign="bottom"> <p style="border-top: #000000 3px double;">&nbsp;</p></td> <td valign="bottom"> <p style="border-top: #000000 3px double;">&nbsp;</p></td> <td>&nbsp;</td> <td valign="bottom">&nbsp;</td> <td valign="bottom"> <p style="border-top: #000000 3px double;">&nbsp;</p></td> <td valign="bottom"> <p style="border-top: #000000 3px double;">&nbsp;</p></td> <td>&nbsp;</td> <td valign="bottom">&nbsp;</td> <td valign="bottom"> <p style="border-top: #000000 3px double;">&nbsp;</p></td> <td valign="bottom"> <p style="border-top: #000000 3px double;">&nbsp;</p></td> <td>&nbsp;</td></tr></table> <p style="margin-top: 18px; margin-bottom: 0px; font-size: 1px;">&nbsp;</p> <p style="margin-top: 0px; margin-bottom: 0px; margin-left: 2%;"><font style="font-family: Times New Roman;" class="_mt" size="2"><b><i>Prior Fiscal Years' Completed Restructuring Programs </i></b></font></p> <p style="margin-top: 6px; text-indent: 32px; margin-bottom: 0px;"><font style="font-family: Times New Roman;" class="_mt" size="2">The February 2009 restructuring program was implemented to reduce its expenses and excess capacity in response to the worsening economic conditions. The restructuring program consisted of the elimination of approximately 100 positions. As a result of the February 2009 restructuring program, the Company recorded a net charge of $7.8 million, consisting of $4.7 million for employee severances, $0.8 million for operating lease impairments, $1.5 million in contract cancellation charges for a cancelled project and $0.8 million for an asset impairment. </font></p> <p style="margin-top: 12px; text-indent: 32px; margin-bottom: 0px;"><font style="font-family: Times New Roman;" class="_mt" size="2">The January 2010 restructuring program was implemented as part of the Company's ongoing cost reduction efforts and to better align its global operations to achieve greater efficiencies. The Company moved some of its functions offshore, which will allow it to be much closer to its third party subcontract manufacturers, thus reducing costs by taking advantage of its global cost structure and improving efficiencies by eliminating the delays inherent in working in different time zones. The January 2010 restructuring plan includes eliminating or relocating 63 positions. As a result of the January 2010 restructuring program, the Company recorded a charge of $1.0 million, consisting of $0.6 million for employee severances and $0.4 million for an asset impairment in fiscal 2010. During the fiscal year ended March 31, 2011, the Company recorded an additional charge of $0.5 million for employee severances. </font></p> <p style="margin-top: 12px; margin-bottom: 0px;"><font style="font-family: Times New Roman;" class="_mt" size="2">The Company has completed all the restructuring activities as described above. </font></p> <p style="margin-top: 18px; margin-bottom: 0px; margin-left: 2%;"><font style="font-family: Times New Roman;" class="_mt" size="2"><b><i>April 2011 Restructuring Program </i></b></font></p> <p style="margin-top: 6px; text-indent: 32px; margin-bottom: 0px;"><font style="font-family: Times New Roman;" class="_mt" size="2">The April 2011 restructuring program was implemented as part of the Company's ongoing cost reduction efforts and to better align its global operations to achieve greater efficiencies. The Company moved more of its functions offshore, which will allow it to be closer and more connected to its customer's third party subcontract manufacturers. The April 2011 restructuring plan includes eliminating or relocating 25 positions. As a result of the April 2011 restructuring program, the Company recorded a charge of $0.9 million for employee severances during the year ended March 31, 2012. All amounts relating to this restructuring action were paid as of March 31, 2012. </font></p> </div> 746000 532000 875000 -5628266000 -5710954000 205598000 247710000 230887000 <div> <p style="margin-top: 0px; margin-bottom: 0px;" align="center"><font style="font-family: Times New Roman;" class="_mt" size="2"><b>SCHEDULE II &#8212; VALUATION AND QUALIFYING ACCOUNTS </b></font></p> <p style="margin-top: 0px; margin-bottom: 0px; font-size: 12px;">&nbsp;</p> <table style="border-collapse: collapse;" border="0" cellspacing="0" cellpadding="0" width="100%" align="center"> <tr><td width="44%"> </td> <td valign="bottom" width="8%"> </td> <td> </td> <td> </td> <td> </td> <td valign="bottom" width="8%"> </td> <td> </td> <td> </td> <td> </td> <td valign="bottom" width="8%"> </td> <td> </td> <td> </td> <td> </td> <td valign="bottom" width="8%"> </td> <td> </td> <td> </td> <td> </td> <td valign="bottom" width="8%"> </td> <td> </td> <td> </td> <td> </td></tr> <tr><td valign="bottom" nowrap="nowrap"> <p style="border-bottom: #000000 1px solid; width: 39pt;"><font style="font-family: Times New Roman;" class="_mt" size="1"><b>Description</b></font></p></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td style="border-bottom: #000000 1px solid;" valign="bottom" colspan="2" align="center"><font style="font-family: Times New Roman;" class="_mt" size="1"><b>Balance&nbsp;at<br />Beginning&nbsp;of<br />Period</b></font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td style="border-bottom: #000000 1px solid;" valign="bottom" colspan="2" align="center"><font style="font-family: Times New Roman;" class="_mt" size="1"><b>Charged&nbsp;(Credited)<br />to Costs and<br />Expenses</b></font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td style="border-bottom: #000000 1px solid;" valign="bottom" colspan="2" align="center"><font style="font-family: Times New Roman;" class="_mt" size="1"><b>From<br />Acquisition</b></font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td style="border-bottom: #000000 1px solid;" valign="bottom" colspan="2" align="center"><font style="font-family: Times New Roman;" class="_mt" size="1"><b>Deductions</b></font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td style="border-bottom: #000000 1px solid;" valign="bottom" colspan="2" align="center"><font style="font-family: Times New Roman;" class="_mt" size="1"><b>Balance&nbsp;at<br />End of<br />Period</b></font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td></tr> <tr><td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom" colspan="18" align="center"><font style="font-family: Times New Roman;" class="_mt" size="1"><b>(In thousands)</b></font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td></tr> <tr bgcolor="#cceeff"><td valign="top"> <p style="text-indent: -1em; margin-left: 1em;"><font style="font-family: Times New Roman;" class="_mt" size="2">Year ended March&nbsp;31, 2012:</font></p></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"> </td> <td valign="bottom"> </td> <td valign="bottom"> </td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"> </td> <td valign="bottom"> </td> <td valign="bottom"> </td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"> </td> <td valign="bottom"> </td> <td valign="bottom"> </td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"> </td> <td valign="bottom"> </td> <td valign="bottom"> </td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"> </td> <td valign="bottom"> </td> <td valign="bottom"> </td></tr> <tr><td valign="top"> <p style="text-indent: -1em; margin-left: 3em;"><font style="font-family: Times New Roman;" class="_mt" size="2">Allowance for doubtful accounts</font></p></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">$</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">1,324</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">$</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">(13</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">)&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">$</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">(28</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">)&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">$</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">(184</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">)&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">$</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">1,099</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td></tr> <tr style="font-size: 1px;"><td valign="bottom"> </td> <td valign="bottom">&nbsp;&nbsp;</td> <td valign="bottom"> <p style="border-top: #000000 3px double;">&nbsp;</p></td> <td valign="bottom"> <p style="border-top: #000000 3px double;">&nbsp;</p></td> <td>&nbsp;</td> <td valign="bottom">&nbsp;&nbsp;</td> <td valign="bottom"> <p style="border-top: #000000 3px double;">&nbsp;</p></td> <td valign="bottom"> <p style="border-top: #000000 3px double;">&nbsp;</p></td> <td>&nbsp;</td> <td valign="bottom">&nbsp;</td> <td valign="bottom"> <p style="border-top: #000000 3px double;">&nbsp;</p></td> <td valign="bottom"> <p style="border-top: #000000 3px double;">&nbsp;</p></td> <td>&nbsp;</td> <td valign="bottom">&nbsp;</td> <td valign="bottom"> <p style="border-top: #000000 3px double;">&nbsp;</p></td> <td valign="bottom"> <p style="border-top: #000000 3px double;">&nbsp;</p></td> <td>&nbsp;</td> <td valign="bottom">&nbsp;</td> <td valign="bottom"> <p style="border-top: #000000 3px double;">&nbsp;</p></td> <td valign="bottom"> <p style="border-top: #000000 3px double;">&nbsp;</p></td> <td>&nbsp;</td></tr> <tr bgcolor="#cceeff"><td valign="top"> <p style="text-indent: -1em; margin-left: 1em;"><font style="font-family: Times New Roman;" class="_mt" size="2">Year ended March&nbsp;31, 2011:</font></p></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"> </td> <td valign="bottom"> </td> <td valign="bottom"> </td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"> </td> <td valign="bottom"> </td> <td valign="bottom"> </td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"> </td> <td valign="bottom"> </td> <td valign="bottom"> </td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"> </td> <td valign="bottom"> </td> <td valign="bottom"> </td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"> </td> <td valign="bottom"> </td> <td valign="bottom"> </td></tr> <tr><td valign="top"> <p style="text-indent: -1em; margin-left: 3em;"><font style="font-family: Times New Roman;" class="_mt" size="2">Allowance for doubtful accounts</font></p></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">$</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">715</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">$</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">125</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">$</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">484</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">$</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">&#8212;&nbsp;&nbsp;</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">$</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">1,324</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td></tr> <tr style="font-size: 1px;"><td valign="bottom"> </td> <td valign="bottom">&nbsp;&nbsp;</td> <td valign="bottom"> <p style="border-top: #000000 3px double;">&nbsp;</p></td> <td valign="bottom"> <p style="border-top: #000000 3px double;">&nbsp;</p></td> <td>&nbsp;</td> <td valign="bottom">&nbsp;&nbsp;</td> <td valign="bottom"> <p style="border-top: #000000 3px double;">&nbsp;</p></td> <td valign="bottom"> <p style="border-top: #000000 3px double;">&nbsp;</p></td> <td>&nbsp;</td> <td valign="bottom">&nbsp;</td> <td valign="bottom"> <p style="border-top: #000000 3px double;">&nbsp;</p></td> <td valign="bottom"> <p style="border-top: #000000 3px double;">&nbsp;</p></td> <td>&nbsp;</td> <td valign="bottom">&nbsp;</td> <td valign="bottom"> <p style="border-top: #000000 3px double;">&nbsp;</p></td> <td valign="bottom"> <p style="border-top: #000000 3px double;">&nbsp;</p></td> <td>&nbsp;</td> <td valign="bottom">&nbsp;</td> <td valign="bottom"> <p style="border-top: #000000 3px double;">&nbsp;</p></td> <td valign="bottom"> <p style="border-top: #000000 3px double;">&nbsp;</p></td> <td>&nbsp;</td></tr> <tr bgcolor="#cceeff"><td valign="top"> <p style="text-indent: -1em; margin-left: 1em;"><font style="font-family: Times New Roman;" class="_mt" size="2">Year ended March&nbsp;31, 2010:</font></p></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"> </td> <td valign="bottom"> </td> <td valign="bottom"> </td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"> </td> <td valign="bottom"> </td> <td valign="bottom"> </td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"> </td> <td valign="bottom"> </td> <td valign="bottom"> </td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"> </td> <td valign="bottom"> </td> <td valign="bottom"> </td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"> </td> <td valign="bottom"> </td> <td valign="bottom"> </td></tr> <tr><td valign="top"> <p style="text-indent: -1em; margin-left: 3em;"><font style="font-family: Times New Roman;" class="_mt" size="2">Allowance for doubtful accounts</font></p></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">$</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">1,151</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">$</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">(404</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">)&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">$</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">&#8212;&nbsp;&nbsp;</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">$</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">(32</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">)&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">$</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">715</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td></tr> <tr style="font-size: 1px;"><td valign="bottom"> </td> <td valign="bottom">&nbsp;&nbsp;</td> <td valign="bottom"> <p style="border-top: #000000 3px double;">&nbsp;</p></td> <td valign="bottom"> <p style="border-top: #000000 3px double;">&nbsp;</p></td> <td>&nbsp;</td> <td valign="bottom">&nbsp;&nbsp;</td> <td valign="bottom"> <p style="border-top: #000000 3px double;">&nbsp;</p></td> <td valign="bottom"> <p style="border-top: #000000 3px double;">&nbsp;</p></td> <td>&nbsp;</td> <td valign="bottom">&nbsp;</td> <td valign="bottom"> <p style="border-top: #000000 3px double;">&nbsp;</p></td> <td valign="bottom"> <p style="border-top: #000000 3px double;">&nbsp;</p></td> <td>&nbsp;</td> <td valign="bottom">&nbsp;</td> <td valign="bottom"> <p style="border-top: #000000 3px double;">&nbsp;</p></td> <td valign="bottom"> <p style="border-top: #000000 3px double;">&nbsp;</p></td> <td>&nbsp;</td> <td valign="bottom">&nbsp;</td> <td valign="bottom"> <p style="border-top: #000000 3px double;">&nbsp;</p></td> <td valign="bottom"> <p style="border-top: #000000 3px double;">&nbsp;</p></td> <td>&nbsp;</td></tr></table> <p style="margin-top: 24px; margin-bottom: 0px; font-size: 1px;">&nbsp;</p> </div> <div> <p style="margin-top: 18px; margin-bottom: 0px;"><font style="font-family: Times New Roman;" class="_mt" size="2"><b>10. Significant Customer and Geographic Information </b></font></p> <p style="margin-top: 6px; text-indent: 32px; margin-bottom: 0px;"><font style="font-family: Times New Roman;" class="_mt" size="2">Based on direct shipments, net revenues to customers that was equal to or greater than 10% of total net revenues in any of the three fiscal years ended March 31, 2012 were as follows: </font></p> <p style="margin-top: 0px; margin-bottom: 0px; font-size: 12px;">&nbsp;</p> <table style="border-collapse: collapse;" border="0" cellspacing="0" cellpadding="0" width="84%" align="center"> <tr><td width="78%"> </td> <td valign="bottom" width="6%"> </td> <td> </td> <td> </td> <td> </td> <td valign="bottom" width="5%"> </td> <td> </td> <td> </td> <td> </td> <td valign="bottom" width="5%"> </td> <td> </td> <td> </td> <td> </td></tr> <tr><td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td style="border-bottom: #000000 1px solid;" valign="bottom" colspan="2" align="center"><font style="font-family: Times New Roman;" class="_mt" size="1"><b>2012</b></font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td style="border-bottom: #000000 1px solid;" valign="bottom" colspan="2" align="center"><font style="font-family: Times New Roman;" class="_mt" size="1"><b>2011</b></font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td style="border-bottom: #000000 1px solid;" valign="bottom" colspan="2" align="center"><font style="font-family: Times New Roman;" class="_mt" size="1"><b>2010</b></font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td></tr> <tr bgcolor="#cceeff"><td valign="top"> <p style="text-indent: -1em; margin-left: 1em;"><font style="font-family: Times New Roman;" class="_mt" size="2">Avnet (distributor)</font></p></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">20</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">%&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">29</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">%&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">30</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">%&nbsp;</font></td></tr> <tr><td valign="top"> <p style="text-indent: -1em; margin-left: 1em;"><font style="font-family: Times New Roman;" class="_mt" size="2">Wintec (global logistics provider)</font></p></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" nowrap="nowrap" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">20</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">%&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" nowrap="nowrap" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">&#8212;&nbsp;&nbsp;</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" nowrap="nowrap" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">&#8212;&nbsp;&nbsp;</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td></tr> <tr bgcolor="#cceeff"><td valign="top"> <p style="text-indent: -1em; margin-left: 1em;"><font style="font-family: Times New Roman;" class="_mt" size="2">Flextronics</font></p></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" nowrap="nowrap" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">11</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">%&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" nowrap="nowrap" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">&#8212;&nbsp;&nbsp;</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" nowrap="nowrap" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">&#8212;&nbsp;&nbsp;</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td></tr> <tr><td valign="top"> <p style="text-indent: -1em; margin-left: 1em;"><font style="font-family: Times New Roman;" class="_mt" size="2">Hon Hai (sub-contract manufacturer)</font></p></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" nowrap="nowrap" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">&#8212;&nbsp;&nbsp;</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">*&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" nowrap="nowrap" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">14</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">%&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" nowrap="nowrap" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">13</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">%&nbsp;</font></td></tr></table> <p style="border-bottom: #000000 0.5pt solid; line-height: 8px; margin-top: 0px; width: 10%; margin-bottom: 2px;"> </p> <table style="border-collapse: collapse;" border="0" cellspacing="0" cellpadding="0" width="100%"> <tr><td valign="top" width="2%" align="left"><font style="font-family: Times New Roman;" class="_mt" size="2">*</font></td> <td valign="top" align="left"><font style="font-family: Times New Roman;" class="_mt" size="2">Less than 10% of total net revenues for period indicated. </font></td></tr></table> <p style="margin-top: 12px; text-indent: 32px; margin-bottom: 0px;"><font style="font-family: Times New Roman;" class="_mt" size="2">Net revenues by geographic region were as follows (in thousands): </font></p> <p style="margin-top: 0px; margin-bottom: 0px; font-size: 12px;">&nbsp;</p> <table style="border-collapse: collapse;" border="0" cellspacing="0" cellpadding="0" width="84%" align="center"> <tr><td width="61%"> </td> <td valign="bottom" width="5%"> </td> <td> </td> <td> </td> <td> </td> <td valign="bottom" width="5%"> </td> <td> </td> <td> </td> <td> </td> <td valign="bottom" width="5%"> </td> <td> </td> <td> </td> <td> </td></tr> <tr><td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td style="border-bottom: #000000 1px solid;" valign="bottom" colspan="10" align="center"><font style="font-family: Times New Roman;" class="_mt" size="1"><b>Fiscal Years Ended March&nbsp;31,</b></font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td></tr> <tr><td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td style="border-bottom: #000000 1px solid;" valign="bottom" colspan="2" align="center"><font style="font-family: Times New Roman;" class="_mt" size="1"><b>2012</b></font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td style="border-bottom: #000000 1px solid;" valign="bottom" colspan="2" align="center"><font style="font-family: Times New Roman;" class="_mt" size="1"><b>2011</b></font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td style="border-bottom: #000000 1px solid;" valign="bottom" colspan="2" align="center"><font style="font-family: Times New Roman;" class="_mt" size="1"><b>2010</b></font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td></tr> <tr bgcolor="#cceeff"><td valign="top"> <p style="text-indent: -1em; margin-left: 1em;"><font style="font-family: Times New Roman;" class="_mt" size="2">United States of America</font></p></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">$</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">99,214</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">$</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">81,113</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">$</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">68,817</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td></tr> <tr><td valign="top"> <p style="text-indent: -1em; margin-left: 1em;"><font style="font-family: Times New Roman;" class="_mt" size="2">Taiwan*</font></p></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">20,950</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">45,489</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">33,118</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td></tr> <tr bgcolor="#cceeff"><td valign="top"> <p style="text-indent: -1em; margin-left: 1em;"><font style="font-family: Times New Roman;" class="_mt" size="2">Hong Kong</font></p></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">21,458</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">24,747</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">16,171</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td></tr> <tr><td valign="top"> <p style="text-indent: -1em; margin-left: 1em;"><font style="font-family: Times New Roman;" class="_mt" size="2">China</font></p></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">4,503</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">9,030</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">15,427</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td></tr> <tr bgcolor="#cceeff"><td valign="top"> <p style="text-indent: -1em; margin-left: 1em;"><font style="font-family: Times New Roman;" class="_mt" size="2">Europe</font></p></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">41,691</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">45,714</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">35,372</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td></tr> <tr><td valign="top"> <p style="text-indent: -1em; margin-left: 1em;"><font style="font-family: Times New Roman;" class="_mt" size="2">Japan</font></p></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">13,596</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">9,305</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">5,580</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td></tr> <tr bgcolor="#cceeff"><td valign="top"> <p style="text-indent: -1em; margin-left: 1em;"><font style="font-family: Times New Roman;" class="_mt" size="2">Malaysia</font></p></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">8,276</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">8,258</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">3,843</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td></tr> <tr><td valign="top"> <p style="text-indent: -1em; margin-left: 1em;"><font style="font-family: Times New Roman;" class="_mt" size="2">Singapore</font></p></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">14,011</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">11,808</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">16,123</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td></tr> <tr bgcolor="#cceeff"><td valign="top"> <p style="text-indent: -1em; margin-left: 1em;"><font style="font-family: Times New Roman;" class="_mt" size="2">Other Asia</font></p></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">5,790</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">9,394</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">2,597</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td></tr> <tr><td valign="top"> <p style="text-indent: -1em; margin-left: 1em;"><font style="font-family: Times New Roman;" class="_mt" size="2">Other</font></p></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">1,398</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">2,852</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">8,550</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td></tr> <tr style="font-size: 1px;"><td valign="bottom"> </td> <td valign="bottom">&nbsp;&nbsp;</td> <td valign="bottom"> <p style="border-top: #000000 1px solid;">&nbsp;</p></td> <td valign="bottom"> <p style="border-top: #000000 1px solid;">&nbsp;</p></td> <td>&nbsp;</td> <td valign="bottom">&nbsp;&nbsp;</td> <td valign="bottom"> <p style="border-top: #000000 1px solid;">&nbsp;</p></td> <td valign="bottom"> <p style="border-top: #000000 1px solid;">&nbsp;</p></td> <td>&nbsp;</td> <td valign="bottom">&nbsp;&nbsp;</td> <td valign="bottom"> <p style="border-top: #000000 1px solid;">&nbsp;</p></td> <td valign="bottom"> <p style="border-top: #000000 1px solid;">&nbsp;</p></td> <td>&nbsp;</td></tr> <tr bgcolor="#cceeff"><td valign="top"> </td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">$</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">230,887</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">$</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">247,710</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">$</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">205,598</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td></tr> <tr style="font-size: 1px;"><td valign="bottom"> </td> <td valign="bottom">&nbsp;&nbsp;</td> <td valign="bottom"> <p style="border-top: #000000 3px double;">&nbsp;</p></td> <td valign="bottom"> <p style="border-top: #000000 3px double;">&nbsp;</p></td> <td>&nbsp;</td> <td valign="bottom">&nbsp;&nbsp;</td> <td valign="bottom"> <p style="border-top: #000000 3px double;">&nbsp;</p></td> <td valign="bottom"> <p style="border-top: #000000 3px double;">&nbsp;</p></td> <td>&nbsp;</td> <td valign="bottom">&nbsp;&nbsp;</td> <td valign="bottom"> <p style="border-top: #000000 3px double;">&nbsp;</p></td> <td valign="bottom"> <p style="border-top: #000000 3px double;">&nbsp;</p></td> <td>&nbsp;</td></tr></table> <p style="border-bottom: #000000 0.5pt solid; line-height: 8px; margin-top: 0px; width: 10%; margin-bottom: 2px;"> </p> <table style="border-collapse: collapse;" border="0" cellspacing="0" cellpadding="0" width="100%"> <tr><td valign="top" width="2%" align="left"><font style="font-family: Times New Roman;" class="_mt" size="2">*</font></td> <td valign="top" align="left"><font style="font-family: Times New Roman;" class="_mt" size="2">The change is primarily due to a major end customer changing its logistics management program. </font></td></tr></table> <p style="margin-top: 12px; text-indent: 32px; margin-bottom: 0px;"><font style="font-family: Times New Roman;" class="_mt" size="2">All of our revenues are primarily denominated in U.S. dollars, other than revenues that account for less than 10% of our total revenues, which are denominated primarily in Danish Kroner. </font></p> <p style="margin-top: 12px; text-indent: 32px; margin-bottom: 0px;"><font style="font-family: Times New Roman;" class="_mt" size="2">As of March 31, 2012, 2011 and 2010, long-lived assets, which represent property, plant and equipment, goodwill and intangible assets, net of accumulated depreciation and amortization, located outside the Americas were not material. </font></p> <p style="margin-top: 18px; margin-bottom: 0px; font-size: 1px;">&nbsp;</p> </div> 45901000 49173000 45794000 65874000 65404000 63666000 61879000 <div> <p style="margin-top: 6px; margin-bottom: 0px;"><font style="font-family: Times New Roman;" class="_mt" size="2"><b>1. Summary of Significant Accounting Policies </b></font></p> <p style="margin-top: 6px; margin-bottom: 0px; margin-left: 2%;"><font style="font-family: Times New Roman;" class="_mt" size="2"><b><i>Business </i></b></font></p> <p style="margin-top: 6px; text-indent: 32px; margin-bottom: 0px;"><font style="font-family: Times New Roman;" class="_mt" size="2">Applied Micro Circuits Corporation ("AppliedMicro", "APM", "AMCC" or the "Company") is a leader in semiconductor solutions for the data center, enterprise, telecom and consumer/small medium business ("SMB") markets. The Company designs, develops, markets, sells and supports high-performance low power integrated circuits ("ICs"), which are essential for the processing, transporting and storing of information worldwide. In the telecom and enterprise markets, the Company utilizes a combination of design expertise coupled with system-level knowledge and multiple technologies to offer IC products for wireline and wireless communications equipment such as wireless access points, wireless base stations, multi-function printers, enterprise and edge switches, blade servers, storage systems, gateways, core switches, routers, metro, long-haul, and ultra-long-haul transport platforms. In the consumer/SMB markets, the Company combines optimized software and system-level expertise with highly integrated semiconductors to deliver comprehensive reference designs and stand-alone semiconductor solutions for wireline and wireless communications equipment such as wireless access points, network attached storage, and residential and smart energy gateways. The Company's corporate headquarters are located in Sunnyvale, California. Sales and engineering offices are located throughout the world. </font></p> <p style="margin-top: 18px; margin-bottom: 0px; margin-left: 2%;"><font style="font-family: Times New Roman;" class="_mt" size="2"><b><i>Basis of Presentation </i></b></font></p> <p style="margin-top: 6px; text-indent: 32px; margin-bottom: 0px;"><font style="font-family: Times New Roman;" class="_mt" size="2">The consolidated financial statements include all the accounts of AppliedMicro, its wholly-owned subsidiaries and Veloce Technologies Inc. ("Veloce"), a variable interest entity ("VIE") of which the Company is the primary beneficiary<i>.</i> A VIE is required to be consolidated by its primary beneficiary. The primary beneficiary is the party that absorbs a majority of the VIE's anticipated losses and/or a majority of the expected returns. The Company has evaluated its strategic alliances for potential classification as variable interest entities by evaluating the sufficiency of each entity's equity investment at risk to absorb losses and the Company's share of the respective expected losses. The Company determined that it is the primary beneficiary of one variable interest entity and has included the accounts of this entity in the consolidated financial statements (see Note 4). All significant intercompany balances and transactions have been eliminated in consolidation. </font></p> <p style="margin-top: 18px; margin-bottom: 0px; margin-left: 2%;"><font style="font-family: Times New Roman;" class="_mt" size="2"><b><i>Use of Estimates </i></b></font></p> <p style="margin-top: 6px; text-indent: 32px; margin-bottom: 0px;"><font style="font-family: Times New Roman;" class="_mt" size="2">The preparation of financial statements in accordance with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of net revenue and expenses in the reporting period. The Company regularly evaluates estimates and assumptions related to its capitalized mask sets, which affects cost of goods sold and property and equipment or R&amp;D expenses, if not capitalized; inventory valuation, warranty liabilities, and revenue reserves, which affects revenues, cost of sales and gross margin; allowance for doubtful accounts, which affects operating expenses; the unrealized losses or other-than-temporary impairments of short-term investments available for sale, which affects interest income (expense), net; the valuation of purchased intangibles and goodwill, which affects amortization and impairments of purchased intangibles and impairments of goodwill; the acquisition-related contingent consideration, which affects operating expenses; the valuation of the Veloce consideration which affects operating expenses; the potential costs of litigation, which affects operating expenses; the valuation of deferred income taxes, which affects income tax expense (benefit); and stock-based compensation, which affects gross margin and operating expenses. The Company bases its estimates and assumptions on historical experience and on various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from management's estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected. </font></p> <p style="margin-top: 18px; margin-bottom: 0px; font-size: 1px;">&nbsp;</p> <p style="margin-top: 0px; margin-bottom: 0px; margin-left: 2%;"><font style="font-family: Times New Roman;" class="_mt" size="2"><b><i>Cash and Cash Equivalents </i></b></font></p> <p style="margin-top: 6px; text-indent: 32px; margin-bottom: 0px;"><font style="font-family: Times New Roman;" class="_mt" size="2">The Company considers all highly liquid investments with an original maturity from the date of purchase of 90 days or less to be cash equivalents. </font></p> <p style="margin-top: 18px; margin-bottom: 0px; margin-left: 2%;"><font style="font-family: Times New Roman;" class="_mt" size="2"><b><i>Veloce Consideration </i></b></font></p> <p style="margin-top: 6px; text-indent: 32px; margin-bottom: 0px;"><font style="font-family: Times New Roman;" class="_mt" size="2">We periodically evaluate the progress of the development work that is performed by our VIE, Veloce, in connection with our contractual arrangement with Veloce. Based on such an evaluation as well as considering various other qualitative factors, we assess the estimated timing and probability of attaining certain performance milestones. Upon assessing a milestone as probable of achievement, the expense that is recognized considers the stage of product development and estimating the performance metrics that will be achieved. The consideration that we will pay for each performance milestone is based upon the timing and the performance metrics that will ultimately be achieved. Significant judgment is required to assess estimated timing and the probability of achieving the performance milestones and determining the amount of expense to be recognized. </font></p> <p style="margin-top: 12px; text-indent: 32px; margin-bottom: 0px;"><font style="font-family: Times New Roman;" class="_mt" size="2">Based on our assessment as of March 31, 2012, we concluded that one of the milestones was probable of being attained and accordingly we recognized $60.4 million of research and development expense. Our probability determination included both an evaluation of the current stage of product development and the remaining risks associated with attaining completion of the milestone. The amount of expense recognized included consideration of our revised contractual arrangement with Veloce which was executed on April 5, 2012 and for which we have committed to pay $60.4 million upon the occurrence of certain events which are expected to occur during the first quarter of fiscal 2013. </font></p> <p style="margin-top: 12px; text-indent: 32px; margin-bottom: 0px;"><font style="font-family: Times New Roman;" class="_mt" size="2">The additional performance milestones included in our contractual arrangement that was in effect as of March 31, 2012 are not considered probable of being achieved. No expense was recognized in connection with these milestones during any of the periods presented </font></p> <p style="margin-top: 18px; margin-bottom: 0px; margin-left: 2%;"><font style="font-family: Times New Roman;" class="_mt" size="2"><b><i>Investments </i></b></font></p> <p style="margin-top: 6px; text-indent: 32px; margin-bottom: 0px;"><font style="font-family: Times New Roman;" class="_mt" size="2">The Company holds a variety of securities that have varied underlying investments. The Company reviews its investment portfolio periodically to assess for other-than-temporary impairment. The Company assesses the existence of impairment of its investments in order to determine the classification of the impairment as "temporary" or "other-than-temporary". The factors used to determine whether an impairment is temporary or other-than-temporary involves considerable judgment. The factors considered in determining whether any individual impairment is temporary or other-than-temporary are primarily the length of the time and the extent to which the market value has been less than amortized cost, the nature of underlying assets (including the degree of collateralization), the financial condition, credit rating, market liquidity conditions and near-term prospects of the issuer. If the fair value of a debt security is less than its amortized cost basis at the balance sheet date, an assessment would have to be made as to whether the impairment is other-than-temporary. If the Company decided to sell the security, an other-than-temporary impairment shall be considered to have occurred. However, if the Company does not intend to sell the debt security, the Company shall consider available evidence to assess whether it is more likely than not, it will be required to sell the security before the recovery of its amortized cost basis due to cash, working capital requirements, contractual or regulatory obligations indicate that the security will be required to be sold before a forecasted recovery occurs. If it is more likely than not that the Company will be required to sell the security before recovery of its amortized cost basis, an other-than-temporary impairment is considered to have occurred. If the Company does not expect to recover the entire amortized cost basis of the security, the Company would not be able to assert that it will recover its amortized cost basis even if it does not intend to sell the security. Therefore, in those situations, an other-than-temporary impairment shall be considered to have occurred. The Company uses present&nbsp;value cash flow models to determine whether the entire amortized cost basis of the security will be recovered. The Company will compare the present value of cash flows expected to be collected from the security with the amortized cost basis of the security. An other-than-temporary impairment is said to have occurred if the present value of cash flows expected to be collected is less than the amortized cost basis of the security. In the fiscal year ended March 31, 2012, the Company did not record any other-than-temporary impairment charges. For the fiscal year ended March 31, 2012, the Company did not record an impairment charge in connection with other securities in a continuous loss position (fair value less than carrying value) with unrealized losses of $1.7 million as we believe that such unrealized losses are temporary. As of March 31, 2012, we also had $7.5 million in unrealized gains. For the fiscal years ended March 31, 2011 and 2010, the Company recognized other-than-temporary impairment charges of zero and $4.1 million, respectively, to current earnings. </font></p> <p style="margin-top: 18px; margin-bottom: 0px; margin-left: 2%;"><font style="font-family: Times New Roman;" class="_mt" size="2"><b><i>Fair Value of Financial Instruments </i></b></font></p> <p style="margin-top: 6px; text-indent: 32px; margin-bottom: 0px;"><font style="font-family: Times New Roman;" class="_mt" size="2">Short term investments are recorded at fair value in the Company's consolidated balance sheets and are categorized based upon the level of judgment associated with inputs used to measure their fair value. ASC Subtopic 820-10 defines a three-level valuation hierarchy for disclosure of fair value measurements. The Company currently classifies inputs to derive fair values for short term investments as Level 1 and 2. Instruments classified as Level 1 include highly liquid government and agency securities, money market funds and publicly traded closed end bond funds in active markets. Instruments classified as Level 2 include corporate notes, mortgage-backed securities, asset-backed securities, commercial paper and preferred stock. The Company did not have any Level 3 short term investments as of any of the periods presented. </font></p> <p style="margin-top: 18px; margin-bottom: 0px; margin-left: 2%;"><font style="font-family: Times New Roman;" class="_mt" size="2"><b><i>Concentration of Credit Risk </i></b></font></p> <p style="margin-top: 6px; text-indent: 32px; margin-bottom: 0px;"><font style="font-family: Times New Roman;" class="_mt" size="2">Financial instruments, which potentially subject the Company to concentrations of credit risk, consist principally of available-for-sale securities and trade receivables. The Company believes that the credit risk in its trade receivables is mitigated by the Company's credit evaluation process, relatively short collection terms and dispersion of its customer base. The Company generally does not require collateral and losses on trade receivables have historically been within management's expectations. </font></p> <p style="margin-top: 12px; text-indent: 32px; margin-bottom: 0px;"><font style="font-family: Times New Roman;" class="_mt" size="2">The Company invests its excess cash in debt instruments of the U.S. Treasury, corporate bonds, mutual funds, mortgage-backed securities, asset-backed securities, preferred stocks, and closed-end bond funds primarily with investment grade credit ratings. The Company has established guidelines relative to diversification and maturities that attempt to maintain safety, yield and liquidity. These guidelines are periodically reviewed and modified to take advantage of trends in yields and interest rates. </font></p> <p style="margin-top: 18px; margin-bottom: 0px; margin-left: 2%;"><font style="font-family: Times New Roman;" class="_mt" size="2"><b><i>Inventories </i></b></font></p> <p style="margin-top: 6px; text-indent: 32px; margin-bottom: 0px;"><font style="font-family: Times New Roman;" class="_mt" size="2">The Company's policy is to value inventories at the lower of cost or market on a part-by-part basis. This policy requires it to make estimates regarding the market value of its inventories, including an assessment of excess or obsolete inventories. The Company determines excess and obsolete inventories based on an estimate of the future demand for its products within a specified time horizon, generally 12 months. The estimates used for future demand are also used for near-term capacity planning and inventory purchasing and are consistent with revenue forecasts. If the Company's demand forecast is greater than its actual demand the Company may be required to take additional excess inventory charges, which would decrease gross margin and net operating results. Any inventory charges establishes a new cost basis for the underlying inventory and the cost basis for such inventory is not marked-up on changes in circumstances. This accounting is consistent with the guidance provided by SAB Topic 5-BB. </font></p> <p style="margin-top: 18px; margin-bottom: 0px; font-size: 1px;">&nbsp;</p> <p style="margin-top: 0px; margin-bottom: 0px; margin-left: 2%;"><font style="font-family: Times New Roman;" class="_mt" size="2"><b><i>Strategic Investments </i></b></font></p> <p style="margin-top: 6px; text-indent: 32px; margin-bottom: 0px;"><font style="font-family: Times New Roman;" class="_mt" size="2">The Company has entered into certain equity investments in privately held businesses for the promotion of business and strategic objectives. The Company's investments in equity securities of privately held businesses are accounted for under the cost method. Under the cost method, strategic investments in which the Company holds less than a 20% voting interest and on which the Company does not have the ability to exercise significant influence are carried at the lower of cost or cost reduced by other-than-temporary impairments, as appropriate. These investments are included in other assets on the Company's consolidated balance sheets. The Company periodically reviews these investments for other-than-temporary declines in fair value based on the specific identification method and writes down investments when an other-than-temporary decline has occurred. During the year ended March 31, 2012, the Company invested $4.8 million in non-marketable equity investments and this amount was carried at cost. </font></p> <p style="margin-top: 18px; margin-bottom: 0px; margin-left: 2%;"><font style="font-family: Times New Roman;" class="_mt" size="2"><b><i>Property and Equipment </i></b></font></p> <p style="margin-top: 6px; text-indent: 32px; margin-bottom: 0px;"><font style="font-family: Times New Roman;" class="_mt" size="2">Property and equipment are stated at cost and depreciated over the estimated useful lives of the assets ranging from 1 to 31.5 years using the straight line method. Leasehold improvements are stated at cost and amortized over the shorter of the term of the related lease or its estimated useful life. </font></p> <p style="margin-top: 12px; text-indent: 32px; margin-bottom: 0px;"><font style="font-family: Times New Roman;" class="_mt" size="2">The Company considers events and changes in circumstances that could indicate carrying amounts of the long-lived assets, including property and equipment and intangible assets, may not be recoverable. When such events or changes in circumstances occur, the Company assesses recoverability of long-lived assets. </font></p> <p style="margin-top: 18px; margin-bottom: 0px; margin-left: 2%;"><font style="font-family: Times New Roman;" class="_mt" size="2"><b><i>Goodwill, Purchased Intangible Assets and Other Long-Lived Assets </i></b></font></p> <p style="margin-top: 6px; text-indent: 32px; margin-bottom: 0px;"><font style="font-family: Times New Roman;" class="_mt" size="2">The Company conducts a goodwill impairment analysis annually and as necessary if changes in facts and circumstances indicate that the fair value of the Company's reporting units may be less than its carrying amount. </font></p> <p style="margin-top: 12px; text-indent: 32px; margin-bottom: 0px;"><font style="font-family: Times New Roman;" class="_mt" size="2">In accordance with ASC Topic 350-10 ("ASC 350-10") as it relates to Goodwill and Other Intangible Assets, we perform our annual impairment review at the reporting unit level each fiscal year or more frequently if we believe indicators of impairment are present. In September 2011, the FASB issued ASU 2011-08, Intangibles, Goodwill and Other (Topic 350): Testing Goodwill for Impairment. The amendment will be effective for annual impairment tests done for fiscal years that start after December 15, 2011 though early adoption is permitted. The changes to FASB ASC 350-20 permits an entity to make a qualitative assessment of whether it is more likely than not that a reporting unit's fair value is less than its carrying amount before applying the two-step goodwill impairment test. If an entity concludes that it is not more likely than not that the fair value of a reporting unit is less than its carrying amount, it would not be required to perform the two-step impairment test for that reporting unit. During the fourth quarter of fiscal 2012, the Company early adopted ASU 2011-08. As part of its qualitative assessment, the Company evaluated and determined that its market capitalization was well in excess of its book value and based on this and other qualitative factors, determined that there was no goodwill impairment. </font></p> <p style="margin-top: 12px; text-indent: 32px; margin-bottom: 0px;"><font style="font-family: Times New Roman;" class="_mt" size="2">The Company's long-lived assets consist of property, plant and equipment and other acquired intangibles, excluding goodwill. Acquired intangibles with definite lives are amortized on a straight-line basis over the remaining estimated economic life of the underlying products and technologies. The Company reviews its definite-lived long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of a long-lived asset may not be recoverable. Recoverability of an asset group is measured by comparison of its carrying amount to the expected future undiscounted cash flows that the asset group is expected to generate. If it is determined that an asset group is not recoverable, an impairment loss is recorded in the amount by which the carrying amount of the asset group exceeds its fair value. In addition, the Company assesses its long-lived assets for impairment if they are abandoned. </font></p> <p style="margin-top: 18px; margin-bottom: 0px; font-size: 1px;">&nbsp;</p> <p style="margin-top: 0px; margin-bottom: 0px; margin-left: 2%;"><font style="font-family: Times New Roman;" class="_mt" size="2"><b><i>Revenue Recognition </i></b></font></p> <p style="margin-top: 6px; text-indent: 32px; margin-bottom: 0px;"><font style="font-family: Times New Roman;" class="_mt" size="2">The Company recognizes revenue based on four basic criteria: 1) there is evidence that an arrangement exists; 2) delivery has occurred; 3) the fee is fixed or determinable; and 4) collectability is reasonably assured. The Company recognizes revenue upon determination that all criteria for revenue recognition have been met. In addition, the Company does not recognize revenue until the applicable customer's acceptance criteria have been met. The criteria are usually met at the time of product shipment. The Company's standard terms and conditions of sale do not allow for product returns and it generally does not allow product returns other than under warranty or stock rotation agreements. Revenue from shipments to distributors is recognized upon shipment. In addition, the Company records reductions to revenue for estimated allowances such as returns not pursuant to contractual rights, competitive pricing programs and rebates. These estimates are based on our experience with stock rotations and the contractual terms of the competitive pricing and rebate programs. Royalty revenues are recognized when cash is received only when royalty amounts cannot be reasonably estimated. Royalty revenues are based upon sales of our customer's products that include our technology. </font></p> <p style="margin-top: 12px; text-indent: 32px; margin-bottom: 0px;"><font style="font-family: Times New Roman;" class="_mt" size="2">Shipping terms are generally FCA (Free Carrier) shipping point. If actual returns or pricing adjustments exceed our estimates, we would record additional reductions to revenue. </font></p> <p style="margin-top: 12px; text-indent: 32px; margin-bottom: 0px;"><font style="font-family: Times New Roman;" class="_mt" size="2">From time to time the Company generates revenue from the sale of internally developed IP. The Company generally recognizes revenue from the sale of IP when all basic criteria outlined above are met which generally occurs upon cash receipt. </font></p> <p style="margin-top: 18px; margin-bottom: 0px; margin-left: 2%;"><font style="font-family: Times New Roman;" class="_mt" size="2"><b><i>Research and Development </i></b></font></p> <p style="margin-top: 6px; text-indent: 32px; margin-bottom: 0px;"><font style="font-family: Times New Roman;" class="_mt" size="2">R&amp;D costs are expensed as incurred. Substantially all R&amp;D expenses are related to new product development and designing significant improvements to existing products. Please also refer to footnote 4. </font></p> <p style="margin-top: 18px; margin-bottom: 0px; margin-left: 2%;"><font style="font-family: Times New Roman;" class="_mt" size="2"><b><i>Mask Costs </i></b></font></p> <p style="margin-top: 6px; text-indent: 32px; margin-bottom: 0px;"><font style="font-family: Times New Roman;" class="_mt" size="2">The Company incurs significant costs for the fabrication of masks used by its contract manufacturers to manufacture its products. If the Company determines, at the time the cost for the fabrication of masks are incurred, that technological feasibility of the product has been achieved, it considers the nature of these costs to be pre-production costs. Accordingly, such costs are capitalized as property and equipment under machinery and equipment and are amortized as cost of sales over approximately three years, representing the estimated production period of the product. If the Company determines, at the time fabrication mask costs are incurred, that either technological feasibility of the product has not occurred or that the mask is not reasonably expected to be used in production manufacturing or that the commercial feasibility of the product is uncertain, the related mask costs are expensed to R&amp;D in the period in which the costs are incurred. The Company also periodically assesses capitalized mask costs for impairment. During the fiscal years ended March 31, 2012 and 2011, total mask costs capitalized was $4.8 million and $4.7 million, respectively. </font></p> <p style="margin-top: 18px; margin-bottom: 0px; margin-left: 2%;"><font style="font-family: Times New Roman;" class="_mt" size="2"><b><i>Stock-Based Compensation </i></b></font></p> <p style="margin-top: 6px; text-indent: 32px; margin-bottom: 0px;"><font style="font-family: Times New Roman;" class="_mt" size="2">The Company accounts for stock based compensation activity using the modified prospective method. This method requires companies to estimate the fair value of stock-based compensation on the date of grant using an option-pricing model. The Company uses the Black-Scholes model to value stock-based compensation, excluding RSUs, which we use the fair market value of our common stock. The Black-Scholes model determines the fair value of share-based payment awards based on the stock price on the date of grant and is affected by assumptions regarding a number of highly complex and subjective variables. These variables include, but are not limited to, the Company's stock price, volatility over the term of the awards and actual and projected employee stock option exercise behaviors. Option-pricing models were developed for use in estimating the value of traded options that have no vesting or hedging restrictions and are fully transferable. Although the fair value of stock options granted by the Company is estimated by the Black-Scholes model, the estimated fair value may not be indicative of the fair value observed in a willing buyer/willing seller market transaction. </font></p> <p style="margin-top: 12px; text-indent: 32px; margin-bottom: 0px;"><font style="font-family: Times New Roman;" class="_mt" size="2">The following table summarizes stock-based compensation expense related to stock options and restricted stock units for the three fiscal years ended March 31, 2012, which is as follows (in thousands, except per share data): </font></p> <p style="margin-top: 0px; margin-bottom: 0px; font-size: 12px;">&nbsp;</p> <table style="border-collapse: collapse;" border="0" cellspacing="0" cellpadding="0" width="100%" align="center"> <tr><td width="76%"> </td> <td valign="bottom" width="3%"> </td> <td> </td> <td> </td> <td> </td> <td valign="bottom" width="3%"> </td> <td> </td> <td> </td> <td> </td> <td valign="bottom" width="3%"> </td> <td> </td> <td> </td> <td> </td></tr> <tr><td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td style="border-bottom: #000000 1px solid;" valign="bottom" colspan="10" align="center"><font style="font-family: Times New Roman;" class="_mt" size="1"><b>Fiscal Year Ended March&nbsp;31,</b></font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td></tr> <tr><td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td style="border-bottom: #000000 1px solid;" valign="bottom" colspan="2" align="center"><font style="font-family: Times New Roman;" class="_mt" size="1"><b>2012</b></font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td style="border-bottom: #000000 1px solid;" valign="bottom" colspan="2" align="center"><font style="font-family: Times New Roman;" class="_mt" size="1"><b>2011</b></font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td style="border-bottom: #000000 1px solid;" valign="bottom" colspan="2" align="center"><font style="font-family: Times New Roman;" class="_mt" size="1"><b>2010</b></font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td></tr> <tr bgcolor="#cceeff"><td valign="top"> <p style="text-indent: -1em; margin-left: 1em;"><font style="font-family: Times New Roman;" class="_mt" size="2">Stock-based compensation expense by type of award</font></p></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"> </td> <td valign="bottom"> </td> <td valign="bottom"> </td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"> </td> <td valign="bottom"> </td> <td valign="bottom"> </td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"> </td> <td valign="bottom"> </td> <td valign="bottom"> </td></tr> <tr><td valign="top"> <p style="text-indent: -1em; margin-left: 3em;"><font style="font-family: Times New Roman;" class="_mt" size="2">Stock options (including employee stock purchase program)</font></p></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">$</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">5,289</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">$</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">5,600</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">$</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">4,118</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td></tr> <tr bgcolor="#cceeff"><td valign="top"> <p style="text-indent: -1em; margin-left: 3em;"><font style="font-family: Times New Roman;" class="_mt" size="2">Restricted stock units</font></p></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">13,148</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">11,062</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">9,601</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td></tr> <tr style="font-size: 1px;"><td valign="bottom"> </td> <td valign="bottom">&nbsp;&nbsp;</td> <td valign="bottom"> <p style="border-top: #000000 1px solid;">&nbsp;</p></td> <td valign="bottom"> <p style="border-top: #000000 1px solid;">&nbsp;</p></td> <td>&nbsp;</td> <td valign="bottom">&nbsp;</td> <td valign="bottom"> <p style="border-top: #000000 1px solid;">&nbsp;</p></td> <td valign="bottom"> <p style="border-top: #000000 1px solid;">&nbsp;</p></td> <td>&nbsp;</td> <td valign="bottom">&nbsp;&nbsp;</td> <td valign="bottom"> <p style="border-top: #000000 1px solid;">&nbsp;</p></td> <td valign="bottom"> <p style="border-top: #000000 1px solid;">&nbsp;</p></td> <td>&nbsp;</td></tr> <tr><td valign="top"> <p style="text-indent: -1em; margin-left: 1em;"><font style="font-family: Times New Roman;" class="_mt" size="2">Total stock-based compensation</font></p></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">18,437</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">16,662</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">13,719</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td></tr> <tr bgcolor="#cceeff"><td valign="top"> <p style="text-indent: -1em; margin-left: 3em;"><font style="font-family: Times New Roman;" class="_mt" size="2">Stock-based compensation (capitalized to) expensed from inventory</font></p></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">(63</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">)&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">22</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">(37</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">)&nbsp;</font></td></tr> <tr style="font-size: 1px;"><td valign="bottom"> </td> <td valign="bottom">&nbsp;&nbsp;</td> <td valign="bottom"> <p style="border-top: #000000 1px solid;">&nbsp;</p></td> <td valign="bottom"> <p style="border-top: #000000 1px solid;">&nbsp;</p></td> <td>&nbsp;</td> <td valign="bottom">&nbsp;</td> <td valign="bottom"> <p style="border-top: #000000 1px solid;">&nbsp;</p></td> <td valign="bottom"> <p style="border-top: #000000 1px solid;">&nbsp;</p></td> <td>&nbsp;</td> <td valign="bottom">&nbsp;&nbsp;</td> <td valign="bottom"> <p style="border-top: #000000 1px solid;">&nbsp;</p></td> <td valign="bottom"> <p style="border-top: #000000 1px solid;">&nbsp;</p></td> <td>&nbsp;</td></tr> <tr><td valign="top"> <p style="text-indent: -1em; margin-left: 1em;"><font style="font-family: Times New Roman;" class="_mt" size="2">Total stock-based compensation expense</font></p></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">$</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">18,374</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">$</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">16,684</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">$</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">13,682</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td></tr> <tr style="font-size: 1px;"><td valign="bottom"> </td> <td valign="bottom">&nbsp;&nbsp;</td> <td valign="bottom"> <p style="border-top: #000000 3px double;">&nbsp;</p></td> <td valign="bottom"> <p style="border-top: #000000 3px double;">&nbsp;</p></td> <td>&nbsp;</td> <td valign="bottom">&nbsp;</td> <td valign="bottom"> <p style="border-top: #000000 3px double;">&nbsp;</p></td> <td valign="bottom"> <p style="border-top: #000000 3px double;">&nbsp;</p></td> <td>&nbsp;</td> <td valign="bottom">&nbsp;&nbsp;</td> <td valign="bottom"> <p style="border-top: #000000 3px double;">&nbsp;</p></td> <td valign="bottom"> <p style="border-top: #000000 3px double;">&nbsp;</p></td> <td>&nbsp;</td></tr></table> <p style="margin-top: 12px; text-indent: 32px; margin-bottom: 0px;"><font style="font-family: Times New Roman;" class="_mt" size="2">The following table summarizes stock-based compensation expense as it relates to the Company's statement of operations (in thousands): </font></p> <p style="margin-top: 0px; margin-bottom: 0px; font-size: 12px;">&nbsp;</p> <table style="border-collapse: collapse;" border="0" cellspacing="0" cellpadding="0" width="100%" align="center"> <tr><td width="76%"> </td> <td valign="bottom" width="3%"> </td> <td> </td> <td> </td> <td> </td> <td valign="bottom" width="3%"> </td> <td> </td> <td> </td> <td> </td> <td valign="bottom" width="3%"> </td> <td> </td> <td> </td> <td> </td></tr> <tr><td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td style="border-bottom: #000000 1px solid;" valign="bottom" colspan="10" align="center"><font style="font-family: Times New Roman;" class="_mt" size="1"><b>Fiscal Year Ended March&nbsp;31,</b></font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td></tr> <tr><td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td style="border-bottom: #000000 1px solid;" valign="bottom" colspan="2" align="center"><font style="font-family: Times New Roman;" class="_mt" size="1"><b>2012</b></font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td style="border-bottom: #000000 1px solid;" valign="bottom" colspan="2" align="center"><font style="font-family: Times New Roman;" class="_mt" size="1"><b>2011</b></font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td style="border-bottom: #000000 1px solid;" valign="bottom" colspan="2" align="center"><font style="font-family: Times New Roman;" class="_mt" size="1"><b>2010</b></font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td></tr> <tr bgcolor="#cceeff"><td valign="top"> <p style="text-indent: -1em; margin-left: 1em;"><font style="font-family: Times New Roman;" class="_mt" size="2">Stock-based compensation expense by cost centers</font></p></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"> </td> <td valign="bottom"> </td> <td valign="bottom"> </td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"> </td> <td valign="bottom"> </td> <td valign="bottom"> </td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"> </td> <td valign="bottom"> </td> <td valign="bottom"> </td></tr> <tr><td valign="top"> <p style="text-indent: -1em; margin-left: 3em;"><font style="font-family: Times New Roman;" class="_mt" size="2">Cost of revenues</font></p></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">$</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">495</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">$</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">628</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">$</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">624</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td></tr> <tr bgcolor="#cceeff"><td valign="top"> <p style="text-indent: -1em; margin-left: 3em;"><font style="font-family: Times New Roman;" class="_mt" size="2">Research and development</font></p></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">10,496</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">9,001</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">6,268</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td></tr> <tr><td valign="top"> <p style="text-indent: -1em; margin-left: 3em;"><font style="font-family: Times New Roman;" class="_mt" size="2">Selling, general and administrative</font></p></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">7,446</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">7,033</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">6,827</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td></tr> <tr style="font-size: 1px;"><td valign="bottom"> </td> <td valign="bottom">&nbsp;&nbsp;</td> <td valign="bottom"> <p style="border-top: #000000 1px solid;">&nbsp;</p></td> <td valign="bottom"> <p style="border-top: #000000 1px solid;">&nbsp;</p></td> <td>&nbsp;</td> <td valign="bottom">&nbsp;</td> <td valign="bottom"> <p style="border-top: #000000 1px solid;">&nbsp;</p></td> <td valign="bottom"> <p style="border-top: #000000 1px solid;">&nbsp;</p></td> <td>&nbsp;</td> <td valign="bottom">&nbsp;&nbsp;</td> <td valign="bottom"> <p style="border-top: #000000 1px solid;">&nbsp;</p></td> <td valign="bottom"> <p style="border-top: #000000 1px solid;">&nbsp;</p></td> <td>&nbsp;</td></tr> <tr bgcolor="#cceeff"><td valign="top"> <p style="text-indent: -1em; margin-left: 1em;"><font style="font-family: Times New Roman;" class="_mt" size="2">Total stock-based compensation</font></p></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">18,437</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">16,662</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">13,719</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td></tr> <tr><td valign="top"> <p style="text-indent: -1em; margin-left: 3em;"><font style="font-family: Times New Roman;" class="_mt" size="2">Stock-based compensation (capitalized to) expensed from inventory</font></p></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">(63</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">)&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">22</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">(37</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">)&nbsp;</font></td></tr> <tr style="font-size: 1px;"><td valign="bottom"> </td> <td valign="bottom">&nbsp;&nbsp;</td> <td valign="bottom"> <p style="border-top: #000000 1px solid;">&nbsp;</p></td> <td valign="bottom"> <p style="border-top: #000000 1px solid;">&nbsp;</p></td> <td>&nbsp;</td> <td valign="bottom">&nbsp;</td> <td valign="bottom"> <p style="border-top: #000000 1px solid;">&nbsp;</p></td> <td valign="bottom"> <p style="border-top: #000000 1px solid;">&nbsp;</p></td> <td>&nbsp;</td> <td valign="bottom">&nbsp;&nbsp;</td> <td valign="bottom"> <p style="border-top: #000000 1px solid;">&nbsp;</p></td> <td valign="bottom"> <p style="border-top: #000000 1px solid;">&nbsp;</p></td> <td>&nbsp;</td></tr> <tr bgcolor="#cceeff"><td valign="top"> <p style="text-indent: -1em; margin-left: 1em;"><font style="font-family: Times New Roman;" class="_mt" size="2">Total stock-based compensation expense</font></p></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">$</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">18,374</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">$</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">16,684</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">$</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">13,682</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td></tr> <tr style="font-size: 1px;"><td valign="bottom"> </td> <td valign="bottom">&nbsp;&nbsp;</td> <td valign="bottom"> <p style="border-top: #000000 3px double;">&nbsp;</p></td> <td valign="bottom"> <p style="border-top: #000000 3px double;">&nbsp;</p></td> <td>&nbsp;</td> <td valign="bottom">&nbsp;</td> <td valign="bottom"> <p style="border-top: #000000 3px double;">&nbsp;</p></td> <td valign="bottom"> <p style="border-top: #000000 3px double;">&nbsp;</p></td> <td>&nbsp;</td> <td valign="bottom">&nbsp;&nbsp;</td> <td valign="bottom"> <p style="border-top: #000000 3px double;">&nbsp;</p></td> <td valign="bottom"> <p style="border-top: #000000 3px double;">&nbsp;</p></td> <td>&nbsp;</td></tr></table> <p style="margin-top: 12px; text-indent: 32px; margin-bottom: 0px;"><font style="font-family: Times New Roman;" class="_mt" size="2">The fair value of the options granted is estimated as of the grant date using the Black-Scholes option-pricing model assuming the weighted-average assumptions listed in the following table: </font></p> <p style="margin-top: 0px; margin-bottom: 0px; font-size: 12px;">&nbsp;</p> <table style="border-collapse: collapse;" border="0" cellspacing="0" cellpadding="0" width="100%" align="center"> <tr><td width="64%"> </td> <td valign="bottom" width="3%"> </td> <td> </td> <td> </td> <td> </td> <td valign="bottom" width="3%"> </td> <td> </td> <td> </td> <td> </td> <td valign="bottom" width="3%"> </td> <td> </td> <td> </td> <td> </td> <td valign="bottom" width="3%"> </td> <td> </td> <td> </td> <td> </td> <td valign="bottom" width="3%"> </td> <td> </td> <td> </td> <td> </td> <td valign="bottom" width="3%"> </td> <td> </td> <td> </td> <td> </td></tr> <tr><td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td style="border-bottom: #000000 1px solid;" valign="bottom" colspan="10" align="center"><font style="font-family: Times New Roman;" class="_mt" size="1"><b>Employee Stock Options</b></font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td style="border-bottom: #000000 1px solid;" valign="bottom" colspan="10" align="center"><font style="font-family: Times New Roman;" class="_mt" size="1"><b>Employee Stock<br />Purchase Plans</b></font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td></tr> <tr><td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td style="border-bottom: #000000 1px solid;" valign="bottom" colspan="10" align="center"><font style="font-family: Times New Roman;" class="_mt" size="1"><b>Fiscal Years Ended<br />March&nbsp;31,</b></font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td style="border-bottom: #000000 1px solid;" valign="bottom" colspan="10" align="center"><font style="font-family: Times New Roman;" class="_mt" size="1"><b>Fiscal Years Ended<br />March&nbsp;31,</b></font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td></tr> <tr><td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td style="border-bottom: #000000 1px solid;" valign="bottom" colspan="2" align="center"><font style="font-family: Times New Roman;" class="_mt" size="1"><b>2012</b></font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td style="border-bottom: #000000 1px solid;" valign="bottom" colspan="2" align="center"><font style="font-family: Times New Roman;" class="_mt" size="1"><b>2011</b></font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td style="border-bottom: #000000 1px solid;" valign="bottom" colspan="2" align="center"><font style="font-family: Times New Roman;" class="_mt" size="1"><b>2010</b></font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td style="border-bottom: #000000 1px solid;" valign="bottom" colspan="2" align="center"><font style="font-family: Times New Roman;" class="_mt" size="1"><b>2012</b></font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td style="border-bottom: #000000 1px solid;" valign="bottom" colspan="2" align="center"><font style="font-family: Times New Roman;" class="_mt" size="1"><b>2011</b></font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td style="border-bottom: #000000 1px solid;" valign="bottom" colspan="2" align="center"><font style="font-family: Times New Roman;" class="_mt" size="1"><b>2010</b></font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td></tr> <tr bgcolor="#cceeff"><td valign="top"> <p style="text-indent: -1em; margin-left: 1em;"><font style="font-family: Times New Roman;" class="_mt" size="2">Expected life (years)</font></p></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">3.8</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">4.0</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">3.9</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">0.5</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">0.5</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">0.5</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td></tr> <tr><td valign="top"> <p style="text-indent: -1em; margin-left: 1em;"><font style="font-family: Times New Roman;" class="_mt" size="2">Risk-free interest rate</font></p></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">1.4</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">%&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">1.6</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">%&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">1.8</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">%&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">0.1</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">%&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">0.2</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">%&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">0.2</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">%&nbsp;</font></td></tr> <tr bgcolor="#cceeff"><td valign="top"> <p style="text-indent: -1em; margin-left: 1em;"><font style="font-family: Times New Roman;" class="_mt" size="2">Volatility</font></p></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">0.48</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">0.51</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">0.59</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">0.55</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">0.50</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">0.51</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td></tr> <tr><td valign="top"> <p style="text-indent: -1em; margin-left: 1em;"><font style="font-family: Times New Roman;" class="_mt" size="2">Dividend yield</font></p></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">&#8212;&nbsp;&nbsp;</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">%&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">&#8212;&nbsp;&nbsp;</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">%&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">&#8212;&nbsp;&nbsp;</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">%&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">&#8212;&nbsp;&nbsp;</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">%&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">&#8212;&nbsp;&nbsp;</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">%&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">&#8212;&nbsp;&nbsp;</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">%&nbsp;</font></td></tr> <tr bgcolor="#cceeff"><td valign="top"> <p style="text-indent: -1em; margin-left: 1em;"><font style="font-family: Times New Roman;" class="_mt" size="2">Expected forfeiture rate</font></p></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">6.8</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">%&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">6.6</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">%&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">5.9</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">%&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">&#8212;&nbsp;&nbsp;</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">%&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">&#8212;&nbsp;&nbsp;</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">%&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">&#8212;&nbsp;&nbsp;</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">%&nbsp;</font></td></tr> <tr><td valign="top"> <p style="text-indent: -1em; margin-left: 1em;"><font style="font-family: Times New Roman;" class="_mt" size="2">Weighted average fair value</font></p></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">$</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">3.83</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">$</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">4.85</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">$</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">3.50</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">$</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">2.13</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">$</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">3.09</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">$</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">2.30</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td></tr></table> <p style="margin-top: 12px; text-indent: 32px; margin-bottom: 0px;"><font style="font-family: Times New Roman;" class="_mt" size="2"><i>Compensation Amortization Period.</i> All stock-based compensation is amortized over the requisite service period of the awards, which is generally the same as the vesting period of the awards. The Company amortizes the fair value cost on a straight-line basis over the expected service periods. </font></p> <p style="margin-top: 12px; margin-bottom: 0px; font-size: 1px;">&nbsp;</p> <p style="margin-top: 0px; text-indent: 32px; margin-bottom: 0px;"><font style="font-family: Times New Roman;" class="_mt" size="2"><i>Expected Life.</i> The expected life of stock options granted represents the expected weighted average period of time from the date of grant to the estimated date that the stock option would be fully exercised. To calculate the expected term, the Company utilizes historical actual exercise data and assumes that unexercised stock options would be exercised at the midpoint of the valuation date of its analysis and the full contractual term of the option. </font></p> <p style="margin-top: 12px; text-indent: 32px; margin-bottom: 0px;"><font style="font-family: Times New Roman;" class="_mt" size="2"><i>Expected Volatility.</i> Expected volatility is a measure of the amount by which the stock price is expected to fluctuate. The Company estimates the expected volatility of its stock options at their grant date by equally weighting the historical volatility and the implied volatility of its stock. The historical volatility is calculated using the weekly stock price of its stock over a recent historical period equal to its expected life. The implied volatility is calculated from the implied market volatility of exchange-traded call options on its common stock. </font></p> <p style="margin-top: 12px; text-indent: 32px; margin-bottom: 0px;"><font style="font-family: Times New Roman;" class="_mt" size="2"><i>Risk-Free Interest Rate.</i> The risk-free interest rate is the implied yield currently available on zero-coupon government issues with a remaining term equal to the expected life. </font></p> <p style="margin-top: 12px; text-indent: 32px; margin-bottom: 0px;"><font style="font-family: Times New Roman;" class="_mt" size="2"><i>Expected Dividends.</i> The Company has never paid any cash dividends on its common stock and does not anticipate paying any cash dividends in the foreseeable future. Consequently, the Company uses an expected dividend yield of zero percent in valuation models. </font></p> <p style="margin-top: 12px; text-indent: 32px; margin-bottom: 0px;"><font style="font-family: Times New Roman;" class="_mt" size="2"><i>Expected Forfeitures.</i> As stock-based compensation expense recognized in the Consolidated Statements of Operations for the three fiscal years ended March 31, 2012 are based on awards that are ultimately expected to vest, it should be reduced for estimated forfeitures. Forfeitures are required to be estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. Pre-vesting forfeiture rates were based upon the average of expected forfeiture data using the Company's current demographics and standard probabilities of employee turnover and the annual forfeiture rate based on the Company's historical forfeiture rates. </font></p> <p style="margin-top: 12px; text-indent: 32px; margin-bottom: 0px;"><font style="font-family: Times New Roman;" class="_mt" size="2">The weighted average fair value per share of the restricted stock units awarded in the fiscal years ended March 31, 2012, 2011 and 2010 was $9.00, $10.69 and $6.74, respectively. The weighted average fair value per share was calculated based on the fair market value of the Company's common stock on the respective grant dates. </font></p> <p style="margin-top: 12px; text-indent: 32px; margin-bottom: 0px;"><font style="font-family: Times New Roman;" class="_mt" size="2">Stock-based compensation expense will continue to have a significant adverse impact on the Company's reported results of operations, although it will have no impact on its overall financial position. The amount of unearned stock-based compensation currently estimated to be expensed from now through fiscal 2016 related to unvested share-based payment awards at March 31, 2012 is $29.8 million, which includes stock-based compensation for Veloce, the Company's VIE. The weighted-average period over which the unearned stock-based compensation is expected to be recognized is approximately 1.7 years. If there are any modifications or cancellations of the underlying unvested securities, the Company may be required to accelerate, increase or cancel any remaining unearned stock-based compensation expense. Future stock-based compensation expense and unearned stock-based compensation will increase to the extent that the Company grants additional equity awards or assumes unvested equity awards in connection with acquisitions. </font></p> <p style="margin-top: 18px; margin-bottom: 0px; margin-left: 2%;"><font style="font-family: Times New Roman;" class="_mt" size="2"><b><i>Income Taxes </i></b></font></p> <p style="margin-top: 6px; text-indent: 32px; margin-bottom: 0px;"><font style="font-family: Times New Roman;" class="_mt" size="2">The Company utilizes the asset and liability method of accounting for income taxes as set forth in ASC Subtopic 740-10 ("ASC 740-10"). Under the asset and liability method, deferred taxes are determined based on the temporary differences between the financial statement and tax bases of assets and liabilities using enacted tax rates. A valuation allowance is recorded when it is more likely than not that some or all of the deferred tax assets will not be realized. During the fiscal year ended March 31, 2012, the Company recorded a tax charge of approximately $0.1 million to other comprehensive income and concurrently recorded the same amount as an income tax benefit to continuing operations. In applying the exception to the general principle of intra-period tax allocations under ASC 740-10, the Company considered income recognized both in discontinued operations and other comprehensive income. Accordingly, the allocation of the current year tax provision included recognizing a $0.1 million tax benefit arising from the loss from continuing operations. The offsetting tax expense was allocated to other comprehensive income for the fiscal year ended March 31, 2012. </font></p> <p style="margin-top: 18px; margin-bottom: 0px; margin-left: 2%;"><font style="font-family: Times New Roman;" class="_mt" size="2"><b><i>Comprehensive Income (Loss) </i></b></font></p> <p style="margin-top: 6px; text-indent: 32px; margin-bottom: 0px;"><font style="font-family: Times New Roman;" class="_mt" size="2">ASC Subtopic 220-10<i>, </i>("ASC 220-10") establishes rules for the reporting and display of comprehensive income (loss) and its components. ASC 220-10 requires the change in net unrealized gains or losses on short-term investments and foreign currency translation gains and losses to be included in comprehensive income (loss). Comprehensive income (loss) is included in the Company's Consolidated Statements of Stockholders' Equity and Comprehensive Income (loss). </font></p> <p style="margin-top: 12px; text-indent: 32px; margin-bottom: 0px;"><font style="font-family: Times New Roman;" class="_mt" size="2">Components of accumulated other comprehensive income (loss) consists of (in thousands): </font></p> <p style="margin-top: 0px; margin-bottom: 0px; font-size: 12px;">&nbsp;</p> <table style="border-collapse: collapse;" border="0" cellspacing="0" cellpadding="0" width="100%" align="center"> <tr><td width="86%"> </td> <td valign="bottom" width="3%"> </td> <td> </td> <td> </td> <td> </td> <td valign="bottom" width="3%"> </td> <td> </td> <td> </td> <td> </td></tr> <tr><td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td style="border-bottom: #000000 1px solid;" valign="bottom" colspan="6" align="center"><font style="font-family: Times New Roman;" class="_mt" size="1"><b>March&nbsp;31,</b></font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td></tr> <tr><td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td style="border-bottom: #000000 1px solid;" valign="bottom" colspan="2" align="center"><font style="font-family: Times New Roman;" class="_mt" size="1"><b>2012</b></font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td style="border-bottom: #000000 1px solid;" valign="bottom" colspan="2" align="center"><font style="font-family: Times New Roman;" class="_mt" size="1"><b>2011</b></font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td></tr> <tr bgcolor="#cceeff"><td valign="top"> <p style="text-indent: -1em; margin-left: 1em;"><font style="font-family: Times New Roman;" class="_mt" size="2">Unrealized gain (loss) on investments</font></p></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">$</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">186</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">$</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">(4,400</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">)&nbsp;</font></td></tr> <tr><td valign="top"> <p style="text-indent: -1em; margin-left: 1em;"><font style="font-family: Times New Roman;" class="_mt" size="2">Release upon disposition of investment with cumulative implementation reclassification for prior non-credit related other-than-temporary impairment charges</font></p></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">&#8212;&nbsp;&nbsp;</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">858</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td></tr> <tr bgcolor="#cceeff"><td valign="top"> <p style="text-indent: -1em; margin-left: 1em;"><font style="font-family: Times New Roman;" class="_mt" size="2">Loss on foreign currency translation</font></p></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">(354</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">)&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">(485</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">)&nbsp;</font></td></tr> <tr style="font-size: 1px;"><td valign="bottom"> </td> <td valign="bottom">&nbsp;&nbsp;</td> <td valign="bottom"> <p style="border-top: #000000 1px solid;">&nbsp;</p></td> <td valign="bottom"> <p style="border-top: #000000 1px solid;">&nbsp;</p></td> <td>&nbsp;</td> <td valign="bottom">&nbsp;</td> <td valign="bottom"> <p style="border-top: #000000 1px solid;">&nbsp;</p></td> <td valign="bottom"> <p style="border-top: #000000 1px solid;">&nbsp;</p></td> <td>&nbsp;</td></tr> <tr><td valign="top"> </td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">$</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">(168</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">)&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">$</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">(4,027</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">)&nbsp;</font></td></tr> <tr style="font-size: 1px;"><td valign="bottom"> </td> <td valign="bottom">&nbsp;&nbsp;</td> <td valign="bottom"> <p style="border-top: #000000 3px double;">&nbsp;</p></td> <td valign="bottom"> <p style="border-top: #000000 3px double;">&nbsp;</p></td> <td>&nbsp;</td> <td valign="bottom">&nbsp;</td> <td valign="bottom"> <p style="border-top: #000000 3px double;">&nbsp;</p></td> <td valign="bottom"> <p style="border-top: #000000 3px double;">&nbsp;</p></td> <td>&nbsp;</td></tr></table> <p style="margin-top: 18px; margin-bottom: 0px; margin-left: 2%;"><font style="font-family: Times New Roman;" class="_mt" size="2"><b><i>Segments of a Business Enterprise </i></b></font></p> <p style="margin-top: 6px; text-indent: 32px; margin-bottom: 0px;"><font style="font-family: Times New Roman;" class="_mt" size="2">The Company operates in one reportable operating segment. Although the Company has two operating segments at March 31, 2012 &#8212; Computing and Connectivity (formerly referred to as "Process" and "Transport", respectively), under the aggregation criteria set forth in ASC 280-10, the Company operates in only one reportable operating segment. </font></p> <p style="margin-top: 12px; text-indent: 32px; margin-bottom: 0px;"><font style="font-family: Times New Roman;" class="_mt" size="2">Under ASC 280-10, two or more operating segments may be aggregated into a single operating segment for financial reporting purposes if aggregation is consistent with the objective and basic principles of ASC 280-10, if the segments have similar economic characteristics, and if the segments are similar in each of the following areas: </font></p> <p style="margin-top: 0px; margin-bottom: 0px; font-size: 6px;">&nbsp;</p> <table style="border-collapse: collapse;" border="0" cellspacing="0" cellpadding="0" width="100%"> <tr><td width="5%"><font class="_mt" size="1">&nbsp;</font></td> <td valign="top" width="2%" align="left"><font style="font-family: Times New Roman;" class="_mt" size="2">&#149;</font></td> <td valign="top" width="1%"><font class="_mt" size="1">&nbsp;</font></td> <td valign="top" align="left"> <p align="left"><font style="font-family: Times New Roman;" class="_mt" size="2">the nature of products and services; </font></p></td></tr></table> <p style="margin-top: 0px; margin-bottom: 0px; font-size: 6px;">&nbsp;</p> <table style="border-collapse: collapse;" border="0" cellspacing="0" cellpadding="0" width="100%"> <tr><td width="5%"><font class="_mt" size="1">&nbsp;</font></td> <td valign="top" width="2%" align="left"><font style="font-family: Times New Roman;" class="_mt" size="2">&#149;</font></td> <td valign="top" width="1%"><font class="_mt" size="1">&nbsp;</font></td> <td valign="top" align="left"> <p align="left"><font style="font-family: Times New Roman;" class="_mt" size="2">the nature of the production processes; </font></p></td></tr></table> <p style="margin-top: 0px; margin-bottom: 0px; font-size: 6px;">&nbsp;</p> <table style="border-collapse: collapse;" border="0" cellspacing="0" cellpadding="0" width="100%"> <tr><td width="5%"><font class="_mt" size="1">&nbsp;</font></td> <td valign="top" width="2%" align="left"><font style="font-family: Times New Roman;" class="_mt" size="2">&#149;</font></td> <td valign="top" width="1%"><font class="_mt" size="1">&nbsp;</font></td> <td valign="top" align="left"> <p align="left"><font style="font-family: Times New Roman;" class="_mt" size="2">the type or class of customer for their products and services; and </font></p></td></tr></table> <p style="margin-top: 0px; margin-bottom: 0px; font-size: 6px;">&nbsp;</p> <table style="border-collapse: collapse;" border="0" cellspacing="0" cellpadding="0" width="100%"> <tr><td width="5%"><font class="_mt" size="1">&nbsp;</font></td> <td valign="top" width="2%" align="left"><font style="font-family: Times New Roman;" class="_mt" size="2">&#149;</font></td> <td valign="top" width="1%"><font class="_mt" size="1">&nbsp;</font></td> <td valign="top" align="left"> <p align="left"><font style="font-family: Times New Roman;" class="_mt" size="2">the methods used to distribute their products or provide their services. </font></p></td></tr></table> <p style="margin-top: 12px; text-indent: 32px; margin-bottom: 0px;"><font style="font-family: Times New Roman;" class="_mt" size="2">Because the Company meets each of the criteria set forth in ASC 280-10 and the two operating segments as of March 31, 2012 share similar economic characteristics, the Company aggregates its results of operations into one reportable operating segment. </font></p> <p style="margin-top: 18px; margin-bottom: 0px; font-size: 1px;">&nbsp;</p> <p style="margin-top: 0px; margin-bottom: 0px; margin-left: 2%;"><font style="font-family: Times New Roman;" class="_mt" size="2"><b><i>Reclassifications </i></b></font></p> <p style="margin-top: 6px; text-indent: 32px; margin-bottom: 0px;"><font style="font-family: Times New Roman;" class="_mt" size="2">Certain reclassifications have been made to prior-year amounts in order to conform to current year presentation. </font></p> </div> 283970000 -6273000 5910493000 659000 -5620909000 280874000 2430000 5905050000 654000 -5627260000 261810000 -1597000 5891036000 637000 -5628266000 169236000 -1765000 5881336000 619000 -5710954000 <div> <p style="margin-top: 18px; margin-bottom: 0px;"><font style="font-family: Times New Roman;" class="_mt" size="2"><b>5. Stockholders' Equity </b></font></p> <p style="margin-top: 6px; margin-bottom: 0px; margin-left: 2%;"><font style="font-family: Times New Roman;" class="_mt" size="2"><b><i>Preferred Stock </i></b></font></p> <p style="margin-top: 6px; text-indent: 32px; margin-bottom: 0px;"><font style="font-family: Times New Roman;" class="_mt" size="2">The Certificate of Incorporation allows for the issuance of up to two million shares of preferred stock in one or more series and to fix the rights, preferences, privileges and restrictions thereof, including dividend rights, dividend rates, conversion rights, voting rights, terms of redemption, redemption prices, liquidation preferences, and the number of shares constituting any series of the designation of such series, without further vote or action by the stockholders. </font></p> <p style="margin-top: 18px; margin-bottom: 0px; margin-left: 2%;"><font style="font-family: Times New Roman;" class="_mt" size="2"><b><i>Common Stock </i></b></font></p> <p style="margin-top: 6px; text-indent: 32px; margin-bottom: 0px;"><font style="font-family: Times New Roman;" class="_mt" size="2">At March 31, 2012 the Company had 375.0 million shares authorized for issuance and approximately 61.9 million shares issued and outstanding. At March 31, 2011, there were approximately 63.7 million shares issued and outstanding. </font></p> <p style="margin-top: 18px; margin-bottom: 0px; font-size: 1px;">&nbsp;</p> <p style="margin-top: 0px; margin-bottom: 0px; margin-left: 2%;"><font style="font-family: Times New Roman;" class="_mt" size="2"><b><i>Stock Repurchase Program </i></b></font></p> <p style="margin-top: 6px; text-indent: 32px; margin-bottom: 0px;"><font style="font-family: Times New Roman;" class="_mt" size="2">In August 2004, the Board authorized a stock repurchase program for the repurchase of up to $200.0 million of the Company's common stock. Under the program, the Company is authorized to make purchases in the open market or enter into structured stock repurchase agreements. In October 2008, the Board increased the stock repurchase program by $100.0 million. During the fiscal year ended March 31, 2012, 3.5 million shares were repurchased on the open market at a weighted average price of $5.98 per share. During the fiscal year ended March 31, 2011, 3.7 million shares were repurchased on the open market at a weighted average price of $10.70 per share. From the time the program was first implemented in August 2004, the Company has repurchased on the open market a total of 17.2 million shares at a weighted average price of $10.08 per share. All repurchased shares were retired upon delivery to the Company. </font></p> <p style="margin-top: 12px; text-indent: 32px; margin-bottom: 0px;"><font style="font-family: Times New Roman;" class="_mt" size="2">In February 2011, the Company entered into a Rule 10b5-1 plan to repurchase up to 3.0 million shares of its common stock at various price parameters. Included in the open market repurchases during the year ended March 31, 2012 are 0.3 million shares that were repurchased under this Rule 10b5-1 plan at a weighted average price of $9.98 per share. At the time, in May 2011, this Rule 10b5-1 plan was cancelled, the Company repurchased 1.0 million shares at a weighted average price of $10.00 per share under this Rule 10b5-1 plan. </font></p> <p style="margin-top: 12px; text-indent: 32px; margin-bottom: 0px;"><font style="font-family: Times New Roman;" class="_mt" size="2">The Company also utilizes structured stock repurchase agreements to buy back shares which are prepaid written put options on its common stock. The Company pays a fixed sum of cash upon execution of each agreement in exchange for the right to receive either a pre-determined amount of cash or stock depending on the closing market price of its common stock on the expiration date of the agreement. Upon expiration of each agreement, if the closing market price of its common stock is above the pre-determined price, the Company will have its cash investment returned with a premium. If the closing market price is at or below the pre-determined price, the Company will receive the number of shares specified at the agreement inception. The Company considers the guidance in ASC Topic 480-10, <i>Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity</i> and ASC Topic 815-40, <i>Accounting for Derivative Financial Instruments Indexed to, and Potentially Settled in, a Company's Own Stock.</i> Any cash received, including the premium, is treated as additional paid-in capital on the balance sheet. </font></p> <p style="margin-top: 12px; text-indent: 32px; margin-bottom: 0px;"><font style="font-family: Times New Roman;" class="_mt" size="2">During the fiscal year ended March 31, 2012 and 2011, the Company entered into structured stock repurchase agreements totaling $10.0 million during each period. For those agreements that had been settled during the fiscal year ended March 31, 2012, the Company received 1.0 million in shares of its common stock at an effective purchase price of $9.74 per share from the settled structured stock repurchase agreements. For those agreements that had been settled during the fiscal year ended March 31, 2011, the Company received $15.5 million in cash and 0.5 million in shares of its common stock at an effective purchase price of $10.01 per share from the settled structured stock repurchase agreements. At March 31, 2012, the Company had no outstanding structured stock repurchase agreements. From the inception of the Company's most recent stock repurchase program in August 2004, it entered into structured stock repurchase agreements totaling $277.5 million. Upon settlement of these agreements, as of March 31, 2012, the Company received $179.8 million in cash and 10.0 million shares of its common stock at an effective purchase price of $9.78 per share. </font></p> <p style="margin-top: 12px; margin-bottom: 0px; font-size: 1px;">&nbsp;</p> <p style="margin-top: 0px; text-indent: 32px; margin-bottom: 0px;"><font style="font-family: Times New Roman;" class="_mt" size="2">The table below is a plan-to-date summary of the Company's repurchase program activity as of March 31, 2012 (in thousands, except per share data): </font></p> <p style="margin-top: 0px; margin-bottom: 0px; font-size: 12px;">&nbsp;</p> <table style="border-collapse: collapse;" border="0" cellspacing="0" cellpadding="0" width="100%" align="center"> <tr><td width="69%"> </td> <td valign="bottom" width="5%"> </td> <td> </td> <td> </td> <td> </td> <td valign="bottom" width="5%"> </td> <td> </td> <td> </td> <td> </td> <td valign="bottom" width="5%"> </td> <td> </td> <td> </td> <td> </td></tr> <tr><td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td style="border-bottom: #000000 1px solid;" valign="bottom" colspan="2" align="center"><font style="font-family: Times New Roman;" class="_mt" size="1"><b>Aggregate<br />Price</b></font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td style="border-bottom: #000000 1px solid;" valign="bottom" colspan="2" align="center"><font style="font-family: Times New Roman;" class="_mt" size="1"><b>Repurchased<br />Shares</b></font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td style="border-bottom: #000000 1px solid;" valign="bottom" colspan="2" align="center"><font style="font-family: Times New Roman;" class="_mt" size="1"><b>Average&nbsp;Price<br />Per Share</b></font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td></tr> <tr bgcolor="#cceeff"><td valign="top"> <p style="text-indent: -1em; margin-left: 1em;"><font style="font-family: Times New Roman;" class="_mt" size="2">Stock repurchase program</font></p></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"> </td> <td valign="bottom"> </td> <td valign="bottom"> </td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"> </td> <td valign="bottom"> </td> <td valign="bottom"> </td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"> </td> <td valign="bottom"> </td> <td valign="bottom"> </td></tr> <tr><td valign="top"> <p style="text-indent: -1em; margin-left: 5em;"><font style="font-family: Times New Roman;" class="_mt" size="2">Authorized amount</font></p></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">$</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">300,000</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">$</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">&#8212;&nbsp;&nbsp;</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">$</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">&#8212;&nbsp;&nbsp;</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td></tr> <tr bgcolor="#cceeff"><td valign="top"> <p style="text-indent: -1em; margin-left: 5em;"><font style="font-family: Times New Roman;" class="_mt" size="2">Open market repurchases</font></p></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">172,958</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">17,158</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">10.08</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td></tr> <tr><td valign="top"> <p style="text-indent: -1em; margin-left: 3em;"><font style="font-family: Times New Roman;" class="_mt" size="2">Structured stock repurchase agreements*</font></p></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">110,517</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">9,989</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">11.06</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td></tr> <tr style="font-size: 1px;"><td valign="bottom"> </td> <td valign="bottom">&nbsp;&nbsp;</td> <td valign="bottom"> <p style="border-top: #000000 1px solid;">&nbsp;</p></td> <td valign="bottom"> <p style="border-top: #000000 1px solid;">&nbsp;</p></td> <td>&nbsp;</td> <td valign="bottom">&nbsp;&nbsp;</td> <td valign="bottom"> <p style="border-top: #000000 1px solid;">&nbsp;</p></td> <td valign="bottom"> <p style="border-top: #000000 1px solid;">&nbsp;</p></td> <td>&nbsp;</td> <td valign="bottom">&nbsp;&nbsp;</td> <td valign="bottom"> <p style="border-top: #000000 1px solid;">&nbsp;</p></td> <td valign="bottom"> <p style="border-top: #000000 1px solid;">&nbsp;</p></td> <td>&nbsp;</td></tr> <tr bgcolor="#cceeff"><td valign="top"> <p style="text-indent: -1em; margin-left: 7em;"><font style="font-family: Times New Roman;" class="_mt" size="2">Total repurchases</font></p></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">$</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">283,475</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">$</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">27,147</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">$</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">10.44</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td></tr> <tr style="font-size: 1px;"><td valign="bottom"> </td> <td valign="bottom">&nbsp;&nbsp;</td> <td valign="bottom"> <p style="border-top: #000000 3px double;">&nbsp;</p></td> <td valign="bottom"> <p style="border-top: #000000 3px double;">&nbsp;</p></td> <td>&nbsp;</td> <td valign="bottom">&nbsp;&nbsp;</td> <td valign="bottom"> <p style="border-top: #000000 3px double;">&nbsp;</p></td> <td valign="bottom"> <p style="border-top: #000000 3px double;">&nbsp;</p></td> <td>&nbsp;</td> <td valign="bottom">&nbsp;&nbsp;</td> <td valign="bottom"> <p style="border-top: #000000 3px double;">&nbsp;</p></td> <td valign="bottom"> <p style="border-top: #000000 3px double;">&nbsp;</p></td> <td>&nbsp;</td></tr> <tr><td valign="top"> <p style="text-indent: -1em; margin-left: 1em;"><font style="font-family: Times New Roman;" class="_mt" size="2">Available for repurchase</font></p></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">$</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">16,525</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"> </td> <td valign="bottom"> </td> <td valign="bottom"> </td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"> </td> <td valign="bottom"> </td> <td valign="bottom"> </td></tr> <tr style="font-size: 1px;"><td valign="bottom"> </td> <td valign="bottom">&nbsp;&nbsp;</td> <td valign="bottom"> <p style="border-top: #000000 3px double;">&nbsp;</p></td> <td valign="bottom"> <p style="border-top: #000000 3px double;">&nbsp;</p></td> <td>&nbsp;</td> <td valign="bottom">&nbsp;&nbsp;</td> <td valign="bottom"> </td> <td valign="bottom"> </td> <td valign="bottom"> </td> <td valign="bottom">&nbsp;&nbsp;</td> <td valign="bottom"> </td> <td valign="bottom"> </td> <td valign="bottom"> </td></tr></table> <p style="border-bottom: #000000 0.5pt solid; line-height: 8px; margin-top: 0px; width: 10%; margin-bottom: 2px;"> </p> <table style="border-collapse: collapse;" border="0" cellspacing="0" cellpadding="0" width="100%"> <tr><td valign="top" width="2%" align="left"><font style="font-family: Times New Roman;" class="_mt" size="2">*</font></td> <td valign="top" align="left"><font style="font-family: Times New Roman;" class="_mt" size="2">The amounts above do not include gains recorded to additional paid-in-capital of $12.8 million from structured stock repurchase agreements which settled in cash. The average price per share for structured stock repurchase agreements adjusted for gains from settlements in cash would have been $9.78 per share and for total repurchases would have been $9.97 per share. </font></td></tr></table> <p style="margin-top: 18px; margin-bottom: 0px; margin-left: 2%;"><font style="font-family: Times New Roman;" class="_mt" size="2"><b><i>Stock Options </i></b></font></p> <p style="margin-top: 6px; text-indent: 32px; margin-bottom: 0px;"><font style="font-family: Times New Roman;" class="_mt" size="2">The Company has granted stock options to employees and non-employee directors under several plans. These option plans include two stockholder-approved plans (the 1992 Stock Option Plan and 1997 Directors' Stock Option Plan) and four plans not approved by stockholders (the 2000 Equity Incentive Plan, Cimaron Communications Corporation's 1998 Stock Incentive Plan assumed in the fiscal 1999 merger, and JNI Corporation's 1997 and 1999 Stock Option Plans assumed in the fiscal 2004 merger). Certain other outstanding options were assumed through the Company's various acquisitions. </font></p> <p style="margin-top: 12px; text-indent: 32px; margin-bottom: 0px;"><font style="font-family: Times New Roman;" class="_mt" size="2">In April 2011, the Compensation Committee and the Board of Directors approved the Company's 2011 Equity Incentive Plan ("2011 Plan"). The Company's stockholders approved the 2011 Plan during its August 2011 annual meeting. The 2011 Plan serves as a successor to the 1992 Plan and no additional equity awards will be granted under the 1992 Plan. The total number of shares of common stock reserved for issuance under the 2011 Plan consists of 4.2 million shares plus up to 10.9 million shares subject to any stock awards under the 1992 Plan or the 2000 Plan that terminate or are forfeited or repurchased and would otherwise be returned to the share reserve under the 1992 Plan or the 2000 Plan, respectively. </font></p> <p style="margin-top: 12px; text-indent: 32px; margin-bottom: 0px;"><font style="font-family: Times New Roman;" class="_mt" size="2">The Board has delegated administration of the Company's equity plans to the Compensation Committee, which generally determines eligibility, vesting schedules and other terms for awards granted under the plans. Options under the plans expire not more than ten years from the date of grant and are generally exercisable upon vesting. Vesting generally occurs over four years. New hire grants generally vest and become exercisable at the rate of 25% on the first anniversary of the date of grant and ratably on a monthly basis over a period of 36 months thereafter; subsequent option grants to existing employees generally vest and become exercisable ratably on a monthly basis over a period of 48 months measured from the date of grant. </font></p> <p style="margin-top: 12px; text-indent: 32px; margin-bottom: 0px;"><font style="font-family: Times New Roman;" class="_mt" size="2">In May 2009, Dr. Gopi, our CEO, was awarded 300,000 stock options for "Extraordinary Accomplishment." The Black-Scholes value of these stock options is $1.1 million. These options will vest only if Company performance milestones are satisfied; otherwise they will expire unvested. The first milestone for 75,000 shares will vest only if we achieve an annual revenue target of $270 million or more for any fiscal year from fiscal 2010 through fiscal 2013. The next milestone for another 75,000 shares will vest only if we achieve an annual revenue target of $310 million or more for any fiscal year from fiscal 2010 through fiscal 2013 or an annual revenue target of $350 million or more for fiscal 2014. The last milestone for 150,000 shares will vest only if we achieve an annual operating margin of 13.5% of annual revenue or higher in fiscal 2013 or 15% or higher for any fiscal year from fiscal 2010 through fiscal 2012. The Company evaluates the probability of achieving the milestones and adjusts any stock option expense accordingly. </font></p> <p style="margin-top: 12px; text-indent: 32px; margin-bottom: 0px;"><font style="font-family: Times New Roman;" class="_mt" size="2">In February 2012, Dr. Gopi, our CEO, was awarded 500,000 restricted stock units. The Black-Scholes value of these stock options is $3.7 million. These options will vest only if the Company's performance milestones relating to the Veloce merger are satisfied; otherwise they will expire unvested. The Company evaluates the probability of achieving the milestones and adjusts any stock option expense accordingly. </font></p> <p style="margin-top: 12px; text-indent: 32px; margin-bottom: 0px;"><font style="font-family: Times New Roman;" class="_mt" size="2">At March 31, 2012, 2011, and 2010 there were no shares of common stock subject to repurchase. Options are granted at prices at least equal to fair value of the Company's common stock on the date of grant. </font></p> <p style="margin-top: 12px; text-indent: 32px; margin-bottom: 0px;"><font style="font-family: Times New Roman;" class="_mt" size="2">A summary of the Company's stock option activity and related information is as follows (options in thousands): </font></p> <p style="margin-top: 0px; margin-bottom: 0px; font-size: 12px;">&nbsp;</p> <table style="border-collapse: collapse;" border="0" cellspacing="0" cellpadding="0" width="100%" align="center"> <tr><td width="56%"> </td> <td valign="bottom" width="2%"> </td> <td> </td> <td> </td> <td> </td> <td valign="bottom" width="2%"> </td> <td> </td> <td> </td> <td> </td> <td valign="bottom" width="2%"> </td> <td> </td> <td> </td> <td> </td> <td valign="bottom" width="2%"> </td> <td> </td> <td> </td> <td> </td> <td valign="bottom" width="2%"> </td> <td> </td> <td> </td> <td> </td> <td valign="bottom" width="2%"> </td> <td> </td> <td> </td> <td> </td></tr> <tr><td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td style="border-bottom: #000000 1px solid;" valign="bottom" colspan="22" align="center"><font style="font-family: Times New Roman;" class="_mt" size="1"><b>Fiscal Years Ended March&nbsp;31,</b></font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td></tr> <tr><td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td style="border-bottom: #000000 1px solid;" valign="bottom" colspan="6" align="center"><font style="font-family: Times New Roman;" class="_mt" size="1"><b>2012</b></font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td style="border-bottom: #000000 1px solid;" valign="bottom" colspan="6" align="center"><font style="font-family: Times New Roman;" class="_mt" size="1"><b>2011</b></font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td style="border-bottom: #000000 1px solid;" valign="bottom" colspan="6" align="center"><font style="font-family: Times New Roman;" class="_mt" size="1"><b>2010</b></font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td></tr> <tr><td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td style="border-bottom: #000000 1px solid;" valign="bottom" colspan="2" align="center"><font style="font-family: Times New Roman;" class="_mt" size="1"><b>Options</b></font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td style="border-bottom: #000000 1px solid;" valign="bottom" colspan="2" align="center"><font style="font-family: Times New Roman;" class="_mt" size="1"><b>Weighted<br />Average<br />Exercise<br />Price</b></font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td style="border-bottom: #000000 1px solid;" valign="bottom" colspan="2" align="center"><font style="font-family: Times New Roman;" class="_mt" size="1"><b>Options</b></font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td style="border-bottom: #000000 1px solid;" valign="bottom" colspan="2" align="center"><font style="font-family: Times New Roman;" class="_mt" size="1"><b>Weighted<br />Average<br />Exercise<br />Price</b></font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td style="border-bottom: #000000 1px solid;" valign="bottom" colspan="2" align="center"><font style="font-family: Times New Roman;" class="_mt" size="1"><b>Options</b></font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td style="border-bottom: #000000 1px solid;" valign="bottom" colspan="2" align="center"><font style="font-family: Times New Roman;" class="_mt" size="1"><b>Weighted<br />Average<br />Exercise<br />Price</b></font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td></tr> <tr bgcolor="#cceeff"><td valign="top"> <p style="text-indent: -1em; margin-left: 1em;"><font style="font-family: Times New Roman;" class="_mt" size="2">Outstanding at the beginning of the year</font></p></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">5,390</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">$</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">11.91</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">6,310</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">$</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">11.76</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">7,923</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">$</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">13.60</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td></tr> <tr><td valign="top"> <p style="text-indent: -1em; margin-left: 3em;"><font style="font-family: Times New Roman;" class="_mt" size="2">Granted and assumed</font></p></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">250</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">10.10</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">599</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">11.89</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">1,141</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">7.55</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td></tr> <tr bgcolor="#cceeff"><td valign="top"> <p style="text-indent: -1em; margin-left: 3em;"><font style="font-family: Times New Roman;" class="_mt" size="2">Exercised</font></p></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">(156</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">)&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">5.11</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">(549</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">)&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">7.32</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">(407</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">)&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">4.92</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td></tr> <tr><td valign="top"> <p style="text-indent: -1em; margin-left: 3em;"><font style="font-family: Times New Roman;" class="_mt" size="2">Forfeited</font></p></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">(1,320</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">)&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">16.20</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">(970</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">)&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">13.60</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">(2,347</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">)&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">17.09</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td></tr> <tr style="font-size: 1px;"><td valign="bottom"> </td> <td valign="bottom">&nbsp;&nbsp;</td> <td valign="bottom"> <p style="border-top: #000000 1px solid;">&nbsp;</p></td> <td valign="bottom"> <p style="border-top: #000000 1px solid;">&nbsp;</p></td> <td>&nbsp;</td> <td valign="bottom">&nbsp;</td> <td valign="bottom"> <p style="border-top: #000000 1px solid;">&nbsp;</p></td> <td valign="bottom"> <p style="border-top: #000000 1px solid;">&nbsp;</p></td> <td>&nbsp;</td> <td valign="bottom">&nbsp;&nbsp;</td> <td valign="bottom"> <p style="border-top: #000000 1px solid;">&nbsp;</p></td> <td valign="bottom"> <p style="border-top: #000000 1px solid;">&nbsp;</p></td> <td>&nbsp;</td> <td valign="bottom">&nbsp;</td> <td valign="bottom"> <p style="border-top: #000000 1px solid;">&nbsp;</p></td> <td valign="bottom"> <p style="border-top: #000000 1px solid;">&nbsp;</p></td> <td>&nbsp;</td> <td valign="bottom">&nbsp;&nbsp;</td> <td valign="bottom"> <p style="border-top: #000000 1px solid;">&nbsp;</p></td> <td valign="bottom"> <p style="border-top: #000000 1px solid;">&nbsp;</p></td> <td>&nbsp;</td> <td valign="bottom">&nbsp;</td> <td valign="bottom"> <p style="border-top: #000000 1px solid;">&nbsp;</p></td> <td valign="bottom"> <p style="border-top: #000000 1px solid;">&nbsp;</p></td> <td>&nbsp;</td></tr> <tr bgcolor="#cceeff"><td valign="top"> <p style="text-indent: -1em; margin-left: 1em;"><font style="font-family: Times New Roman;" class="_mt" size="2">Outstanding at the end of the year</font></p></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">4,164</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">$</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">10.67</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">5,390</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">$</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">11.90</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">6,310</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">$</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">11.76</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td></tr> <tr style="font-size: 1px;"><td valign="bottom"> </td> <td valign="bottom">&nbsp;&nbsp;</td> <td valign="bottom"> <p style="border-top: #000000 3px double;">&nbsp;</p></td> <td valign="bottom"> <p style="border-top: #000000 3px double;">&nbsp;</p></td> <td>&nbsp;</td> <td valign="bottom">&nbsp;</td> <td valign="bottom"> <p style="border-top: #000000 3px double;">&nbsp;</p></td> <td valign="bottom"> <p style="border-top: #000000 3px double;">&nbsp;</p></td> <td>&nbsp;</td> <td valign="bottom">&nbsp;&nbsp;</td> <td valign="bottom"> <p style="border-top: #000000 3px double;">&nbsp;</p></td> <td valign="bottom"> <p style="border-top: #000000 3px double;">&nbsp;</p></td> <td>&nbsp;</td> <td valign="bottom">&nbsp;</td> <td valign="bottom"> <p style="border-top: #000000 3px double;">&nbsp;</p></td> <td valign="bottom"> <p style="border-top: #000000 3px double;">&nbsp;</p></td> <td>&nbsp;</td> <td valign="bottom">&nbsp;&nbsp;</td> <td valign="bottom"> <p style="border-top: #000000 3px double;">&nbsp;</p></td> <td valign="bottom"> <p style="border-top: #000000 3px double;">&nbsp;</p></td> <td>&nbsp;</td> <td valign="bottom">&nbsp;</td> <td valign="bottom"> <p style="border-top: #000000 3px double;">&nbsp;</p></td> <td valign="bottom"> <p style="border-top: #000000 3px double;">&nbsp;</p></td> <td>&nbsp;</td></tr> <tr><td valign="top"> <p style="text-indent: -1em; margin-left: 1em;"><font style="font-family: Times New Roman;" class="_mt" size="2">Vested and expected to vest at the end of the year</font></p></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">4,112</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">$</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">10.69</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">5,288</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">$</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">11.96</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">6,156</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">$</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">11.88</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td></tr> <tr style="font-size: 1px;"><td valign="bottom"> </td> <td valign="bottom">&nbsp;&nbsp;</td> <td valign="bottom"> <p style="border-top: #000000 3px double;">&nbsp;</p></td> <td valign="bottom"> <p style="border-top: #000000 3px double;">&nbsp;</p></td> <td>&nbsp;</td> <td valign="bottom">&nbsp;</td> <td valign="bottom"> <p style="border-top: #000000 3px double;">&nbsp;</p></td> <td valign="bottom"> <p style="border-top: #000000 3px double;">&nbsp;</p></td> <td>&nbsp;</td> <td valign="bottom">&nbsp;&nbsp;</td> <td valign="bottom"> <p style="border-top: #000000 3px double;">&nbsp;</p></td> <td valign="bottom"> <p style="border-top: #000000 3px double;">&nbsp;</p></td> <td>&nbsp;</td> <td valign="bottom">&nbsp;</td> <td valign="bottom"> <p style="border-top: #000000 3px double;">&nbsp;</p></td> <td valign="bottom"> <p style="border-top: #000000 3px double;">&nbsp;</p></td> <td>&nbsp;</td> <td valign="bottom">&nbsp;&nbsp;</td> <td valign="bottom"> <p style="border-top: #000000 3px double;">&nbsp;</p></td> <td valign="bottom"> <p style="border-top: #000000 3px double;">&nbsp;</p></td> <td>&nbsp;</td> <td valign="bottom">&nbsp;</td> <td valign="bottom"> <p style="border-top: #000000 3px double;">&nbsp;</p></td> <td valign="bottom"> <p style="border-top: #000000 3px double;">&nbsp;</p></td> <td>&nbsp;</td></tr> <tr bgcolor="#cceeff"><td valign="top"> <p style="text-indent: -1em; margin-left: 1em;"><font style="font-family: Times New Roman;" class="_mt" size="2">Vested at the end of the year</font></p></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">3,119</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">$</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">11.28</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">3,810</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">$</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">13.35</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">4,125</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">$</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">14.21</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td></tr> <tr style="font-size: 1px;"><td valign="bottom"> </td> <td valign="bottom">&nbsp;&nbsp;</td> <td valign="bottom"> <p style="border-top: #000000 3px double;">&nbsp;</p></td> <td valign="bottom"> <p style="border-top: #000000 3px double;">&nbsp;</p></td> <td>&nbsp;</td> <td valign="bottom">&nbsp;</td> <td valign="bottom"> <p style="border-top: #000000 3px double;">&nbsp;</p></td> <td valign="bottom"> <p style="border-top: #000000 3px double;">&nbsp;</p></td> <td>&nbsp;</td> <td valign="bottom">&nbsp;&nbsp;</td> <td valign="bottom"> <p style="border-top: #000000 3px double;">&nbsp;</p></td> <td valign="bottom"> <p style="border-top: #000000 3px double;">&nbsp;</p></td> <td>&nbsp;</td> <td valign="bottom">&nbsp;</td> <td valign="bottom"> <p style="border-top: #000000 3px double;">&nbsp;</p></td> <td valign="bottom"> <p style="border-top: #000000 3px double;">&nbsp;</p></td> <td>&nbsp;</td> <td valign="bottom">&nbsp;&nbsp;</td> <td valign="bottom"> <p style="border-top: #000000 3px double;">&nbsp;</p></td> <td valign="bottom"> <p style="border-top: #000000 3px double;">&nbsp;</p></td> <td>&nbsp;</td> <td valign="bottom">&nbsp;</td> <td valign="bottom"> <p style="border-top: #000000 3px double;">&nbsp;</p></td> <td valign="bottom"> <p style="border-top: #000000 3px double;">&nbsp;</p></td> <td>&nbsp;</td></tr></table> <p style="margin-top: 12px; text-indent: 32px; margin-bottom: 0px;"><font style="font-family: Times New Roman;" class="_mt" size="2">While the Company's stock options outstanding at the end of the year have decreased since the fiscal year ended March 31, 2010, there has been a corresponding increase in the Company's restricted stock unit activity. See "Restricted Stock Units." </font></p> <p style="margin-top: 12px; text-indent: 32px; margin-bottom: 0px;"><font style="font-family: Times New Roman;" class="_mt" size="2">The following is a further breakdown of the options outstanding at March 31, 2012 (options in thousands): </font></p> <p style="margin-top: 0px; margin-bottom: 0px; font-size: 12px;">&nbsp;</p> <table style="border-collapse: collapse;" border="0" cellspacing="0" cellpadding="0" width="100%" align="center"> <tr><td width="46%"> </td> <td valign="bottom" width="7%"> </td> <td> </td> <td> </td> <td> </td> <td valign="bottom" width="7%"> </td> <td> </td> <td> </td> <td> </td> <td valign="bottom" width="7%"> </td> <td> </td> <td> </td> <td> </td> <td valign="bottom" width="7%"> </td> <td> </td> <td> </td> <td> </td> <td valign="bottom" width="7%"> </td> <td> </td> <td> </td> <td> </td></tr> <tr><td valign="bottom" nowrap="nowrap"> <p style="border-bottom: #000000 1px solid; width: 84pt;"><font style="font-family: Times New Roman;" class="_mt" size="1"><b>Range of Exercise Prices</b></font></p></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td style="border-bottom: #000000 1px solid;" valign="bottom" colspan="2" align="center"><font style="font-family: Times New Roman;" class="_mt" size="1"><b>Options<br />Outstanding</b></font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td style="border-bottom: #000000 1px solid;" valign="bottom" colspan="2" align="center"><font style="font-family: Times New Roman;" class="_mt" size="1"><b>Weighted<br />Average<br />Remaining<br />Contractual<br />Life</b></font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td style="border-bottom: #000000 1px solid;" valign="bottom" colspan="2" align="center"><font style="font-family: Times New Roman;" class="_mt" size="1"><b>Weighted<br />Average<br />Exercise&nbsp;Price</b></font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td style="border-bottom: #000000 1px solid;" valign="bottom" colspan="2" align="center"><font style="font-family: Times New Roman;" class="_mt" size="1"><b>Options<br />Exercisable</b></font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td style="border-bottom: #000000 1px solid;" valign="bottom" colspan="2" align="center"><font style="font-family: Times New Roman;" class="_mt" size="1"><b>Weighted<br />Average<br />Exercise&nbsp;Price</b></font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td></tr> <tr bgcolor="#cceeff"><td valign="top"> <p style="text-indent: -1em; margin-left: 1em;"><font style="font-family: Times New Roman;" class="_mt" size="2">$&nbsp;&nbsp;0.52 - $&nbsp;&nbsp;&nbsp;7.12</font></p></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">922</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">3.58</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">$</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">6.38</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">459</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">$</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">5.10</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td></tr> <tr><td valign="top"> <p style="text-indent: -1em; margin-left: 1em;"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;&nbsp;&nbsp;7.13 - &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;8.07</font></p></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">854</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">4.57</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">7.71</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">752</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">7.7</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td></tr> <tr bgcolor="#cceeff"><td valign="top"> <p style="text-indent: -1em; margin-left: 1em;"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;&nbsp;&nbsp;8.08 - &nbsp;&nbsp;&nbsp;&nbsp;11.86</font></p></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">976</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">5.39</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">10.34</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">609</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">10.09</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td></tr> <tr><td valign="top"> <p style="text-indent: -1em; margin-left: 1em;"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;11.87 - &nbsp;&nbsp;&nbsp;&nbsp;14.40</font></p></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">853</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">3.80</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">12.95</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">740</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">13.06</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td></tr> <tr bgcolor="#cceeff"><td valign="top"> <p style="text-indent: -1em; margin-left: 1em;"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;14.41 - &nbsp;&nbsp;&nbsp;&nbsp;26.60</font></p></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">559</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">2.09</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">19.38</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">559</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">19.38</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td></tr> <tr style="font-size: 1px;"><td valign="bottom"> </td> <td valign="bottom">&nbsp;&nbsp;</td> <td valign="bottom"> <p style="border-top: #000000 1px solid;">&nbsp;</p></td> <td valign="bottom"> <p style="border-top: #000000 1px solid;">&nbsp;</p></td> <td>&nbsp;</td> <td valign="bottom">&nbsp;&nbsp;</td> <td valign="bottom"> <p style="border-top: #000000 1px solid;">&nbsp;</p></td> <td valign="bottom"> <p style="border-top: #000000 1px solid;">&nbsp;</p></td> <td>&nbsp;</td> <td valign="bottom">&nbsp;&nbsp;</td> <td valign="bottom"> <p style="border-top: #000000 1px solid;">&nbsp;</p></td> <td valign="bottom"> <p style="border-top: #000000 1px solid;">&nbsp;</p></td> <td>&nbsp;</td> <td valign="bottom">&nbsp;&nbsp;</td> <td valign="bottom"> <p style="border-top: #000000 1px solid;">&nbsp;</p></td> <td valign="bottom"> <p style="border-top: #000000 1px solid;">&nbsp;</p></td> <td>&nbsp;</td> <td valign="bottom">&nbsp;&nbsp;</td> <td valign="bottom"> <p style="border-top: #000000 1px solid;">&nbsp;</p></td> <td valign="bottom"> <p style="border-top: #000000 1px solid;">&nbsp;</p></td> <td>&nbsp;</td></tr> <tr><td valign="top"> <p style="text-indent: -1em; margin-left: 1em;"><font style="font-family: Times New Roman;" class="_mt" size="2">$&nbsp;&nbsp;0.52 - $&nbsp;&nbsp;26.60</font></p></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">4,164</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">4.05</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">$</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">10.67</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">3,119</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">$</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">11.28</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td></tr> <tr style="font-size: 1px;"><td valign="bottom"> </td> <td valign="bottom">&nbsp;&nbsp;</td> <td valign="bottom"> <p style="border-top: #000000 3px double;">&nbsp;</p></td> <td valign="bottom"> <p style="border-top: #000000 3px double;">&nbsp;</p></td> <td>&nbsp;</td> <td valign="bottom">&nbsp;&nbsp;</td> <td valign="bottom"> <p style="border-top: #000000 3px double;">&nbsp;</p></td> <td valign="bottom"> <p style="border-top: #000000 3px double;">&nbsp;</p></td> <td>&nbsp;</td> <td valign="bottom">&nbsp;&nbsp;</td> <td valign="bottom"> <p style="border-top: #000000 3px double;">&nbsp;</p></td> <td valign="bottom"> <p style="border-top: #000000 3px double;">&nbsp;</p></td> <td>&nbsp;</td> <td valign="bottom">&nbsp;&nbsp;</td> <td valign="bottom"> <p style="border-top: #000000 3px double;">&nbsp;</p></td> <td valign="bottom"> <p style="border-top: #000000 3px double;">&nbsp;</p></td> <td>&nbsp;</td> <td valign="bottom">&nbsp;&nbsp;</td> <td valign="bottom"> <p style="border-top: #000000 3px double;">&nbsp;</p></td> <td valign="bottom"> <p style="border-top: #000000 3px double;">&nbsp;</p></td> <td>&nbsp;</td></tr></table> <p style="margin-top: 12px; text-indent: 32px; margin-bottom: 0px;"><font style="font-family: Times New Roman;" class="_mt" size="2">As of March 31, 2012, the aggregate pre-tax intrinsic value of options outstanding and exercisable was $0.5 million and options outstanding was $0.6 million. The aggregate pre-tax intrinsic value of options exercised during the fiscal year ended March 31, 2011 was $2.1 million. </font></p> <p style="margin-top: 18px; margin-bottom: 0px; font-size: 1px;">&nbsp;</p> <p style="margin-top: 0px; margin-bottom: 0px; margin-left: 2%;"><font style="font-family: Times New Roman;" class="_mt" size="2"><b><i>Restricted Stock Units </i></b></font></p> <p style="margin-top: 6px; text-indent: 32px; margin-bottom: 0px;"><font style="font-family: Times New Roman;" class="_mt" size="2">The Company has granted restricted stock units ("RSUs") pursuant to its 1992 Plan and 2000 Equity Incentive Plan as part of its regular annual employee equity compensation review program as well as to new hires. RSUs are share awards that, upon vesting, will deliver to the holder shares of the Company's common stock. Generally, RSUs vest ratably on a quarterly basis over four years from the date of grant. For employees hired after May 15, 2006, RSUs will vest on a quarterly basis over four years from the date of hire provided that no shares will vest during the first year of employment, at the end of which the shares that would have vested during that year will vest and the remaining shares will vest over the remaining 12 quarters. </font></p> <p style="margin-top: 12px; text-indent: 32px; margin-bottom: 0px;"><font style="font-family: Times New Roman;" class="_mt" size="2">In May 2009, the Company issued three-year performance-based RSU grants, or "EBITDA" Grants. Vesting for the EBITDA Grants is subject to (i) the Company's performance as measured by earnings before interest, taxes, depreciation and amortization ("EBITDA"), and (ii) individual performance as measured by the accomplishment of goals and objectives. For the fiscal year ended March 31, 2012, no EBITDA performance awards vested as the Company did not exceed its "stretch" EBITDA target. For the fiscal years ended March 31, 2011 and 2010, 36% and 34%, respectively, of the three-year performance pool had vested because the Company's performance did exceed its "stretch" EBITDA target. The Company evaluates the probability of achieving the milestones and adjusts any RSU expense which is included in stock-based compensation expense. The EBITDA1 grant was completed in 2012 and no additional grants will be made under this grant. </font></p> <p style="margin-top: 12px; text-indent: 32px; margin-bottom: 0px;"><font style="font-family: Times New Roman;" class="_mt" size="2">In April 2011, the Committee authorized additional three-year performance-based RSU grants, or "EBITDA2" Grants. EBITDA2 Grants are similar to the EBITDA Grant program introduced in 2009 with one major exception. For Vice Presidents, the Company EBITDA attainment scale must be 50% or more for RSU share vesting to occur in that year. As with the previous EBITDA program, unearned amounts based on Company performance will roll over to the subsequent year, offering a "make-up" opportunity based on future company performance and unvested RSU shares remaining at the end of the three-year program period will expire unvested. The Company evaluates the probability of achieving the milestones and adjusts any RSU expense which is included in stock-based compensation expense. </font></p> <p style="margin-top: 12px; text-indent: 32px; margin-bottom: 0px;"><font style="font-family: Times New Roman;" class="_mt" size="2">In November 2011, the Committee authorized additional 18-month performance-based RSU grants, or "Performance Retention Grants", which are intended to incentivize superior performance and retain key employees. Vesting for the Performance Retention Grants is subject to (i) the accomplishment of goals and objectives of the individual's business unit and (ii) individual performance as measured by the accomplishment of individual goals and objectives. These RSU shares vest 2/3 after one year, with certain unearned amounts able to roll over to the subsequent vesting period, and 1/3 after 18 months. Unvested RSU shares remaining at the end of the 18-month program period will expire unvested. The Company evaluates the probability of achieving the goals and objectives and adjusts any RSU expense which is included in stock-based compensation expense. </font></p> <p style="margin-top: 12px; text-indent: 32px; margin-bottom: 0px;"><font style="font-family: Times New Roman;" class="_mt" size="2">A summary of the Company's restricted stock unit activity and related information in the three fiscal years ended March 31, 2012 is as follows (shares in thousands): </font></p> <p style="margin-top: 0px; margin-bottom: 0px; font-size: 12px;">&nbsp;</p> <table style="border-collapse: collapse;" border="0" cellspacing="0" cellpadding="0" width="84%" align="center"> <tr><td width="67%"> </td> <td valign="bottom" width="6%"> </td> <td> </td> <td> </td> <td> </td> <td valign="bottom" width="5%"> </td> <td> </td> <td> </td> <td> </td> <td valign="bottom" width="5%"> </td> <td> </td> <td> </td> <td> </td></tr> <tr><td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td style="border-bottom: #000000 1px solid;" valign="bottom" colspan="10" align="center"><font style="font-family: Times New Roman;" class="_mt" size="1"><b>Fiscal&nbsp;Years&nbsp;Ended&nbsp;March&nbsp;31,</b></font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td></tr> <tr><td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td style="border-bottom: #000000 1px solid;" valign="bottom" colspan="2" align="center"><font style="font-family: Times New Roman;" class="_mt" size="1"><b>&nbsp;&nbsp;&nbsp;&nbsp;2012&nbsp;&nbsp;&nbsp;&nbsp;</b></font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td style="border-bottom: #000000 1px solid;" valign="bottom" colspan="2" align="center"><font style="font-family: Times New Roman;" class="_mt" size="1"><b>&nbsp;&nbsp;&nbsp;&nbsp;2011&nbsp;&nbsp;&nbsp;&nbsp;</b></font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td style="border-bottom: #000000 1px solid;" valign="bottom" colspan="2" align="center"><font style="font-family: Times New Roman;" class="_mt" size="1"><b>&nbsp;&nbsp;&nbsp;&nbsp;2010&nbsp;&nbsp;&nbsp;&nbsp;</b></font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td></tr> <tr bgcolor="#cceeff"><td valign="top"> <p style="text-indent: -1em; margin-left: 1em;"><font style="font-family: Times New Roman;" class="_mt" size="2">Outstanding at the beginning of the year</font></p></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">3,074</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">3,687</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">1,467</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td></tr> <tr><td valign="top"> <p style="text-indent: -1em; margin-left: 3em;"><font style="font-family: Times New Roman;" class="_mt" size="2">Awarded during the year</font></p></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">8,833</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">1,584</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">3,716</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td></tr> <tr bgcolor="#cceeff"><td valign="top"> <p style="text-indent: -1em; margin-left: 3em;"><font style="font-family: Times New Roman;" class="_mt" size="2">Vested during the year</font></p></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">(1,701</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">)&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">(1,557</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">)&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">(624</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">)&nbsp;</font></td></tr> <tr><td valign="top"> <p style="text-indent: -1em; margin-left: 3em;"><font style="font-family: Times New Roman;" class="_mt" size="2">Cancelled during the year</font></p></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">(962</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">)&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">(640</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">)&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">(872</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">)&nbsp;</font></td></tr> <tr style="font-size: 1px;"><td valign="bottom"> </td> <td valign="bottom">&nbsp;&nbsp;</td> <td valign="bottom"> <p style="border-top: #000000 1px solid;">&nbsp;</p></td> <td valign="bottom"> <p style="border-top: #000000 1px solid;">&nbsp;</p></td> <td>&nbsp;</td> <td valign="bottom">&nbsp;</td> <td valign="bottom"> <p style="border-top: #000000 1px solid;">&nbsp;</p></td> <td valign="bottom"> <p style="border-top: #000000 1px solid;">&nbsp;</p></td> <td>&nbsp;</td> <td valign="bottom">&nbsp;</td> <td valign="bottom"> <p style="border-top: #000000 1px solid;">&nbsp;</p></td> <td valign="bottom"> <p style="border-top: #000000 1px solid;">&nbsp;</p></td> <td>&nbsp;</td></tr> <tr bgcolor="#cceeff"><td valign="top"> <p style="text-indent: -1em; margin-left: 1em;"><font style="font-family: Times New Roman;" class="_mt" size="2">Outstanding at the end of the year</font></p></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">9,244</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">3,074</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">3,687</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td></tr> <tr style="font-size: 1px;"><td valign="bottom"> </td> <td valign="bottom">&nbsp;&nbsp;</td> <td valign="bottom"> <p style="border-top: #000000 3px double;">&nbsp;</p></td> <td valign="bottom"> <p style="border-top: #000000 3px double;">&nbsp;</p></td> <td>&nbsp;</td> <td valign="bottom">&nbsp;</td> <td valign="bottom"> <p style="border-top: #000000 3px double;">&nbsp;</p></td> <td valign="bottom"> <p style="border-top: #000000 3px double;">&nbsp;</p></td> <td>&nbsp;</td> <td valign="bottom">&nbsp;</td> <td valign="bottom"> <p style="border-top: #000000 3px double;">&nbsp;</p></td> <td valign="bottom"> <p style="border-top: #000000 3px double;">&nbsp;</p></td> <td>&nbsp;</td></tr></table> <p style="margin-top: 12px; margin-bottom: 0px; font-size: 1px;">&nbsp;</p> <p style="margin-top: 0px; text-indent: 32px; margin-bottom: 0px;"><font style="font-family: Times New Roman;" class="_mt" size="2">The weighted average remaining contractual term for the restricted stock units outstanding as of March 31, 2012 was 1.7 years. </font></p> <p style="margin-top: 12px; text-indent: 32px; margin-bottom: 0px;"><font style="font-family: Times New Roman;" class="_mt" size="2">As of March 31, 2012, the aggregate pre-tax intrinsic value of restricted stock units outstanding was $64.2 million and the aggregate pre-tax intrinsic value of restricted stock units released during the fiscal year ended March 31, 2012 was $15.5 million. </font></p> <p style="margin-top: 18px; margin-bottom: 0px; margin-left: 2%;"><font style="font-family: Times New Roman;" class="_mt" size="2"><b><i>Employee Stock Purchase Plan </i></b></font></p> <p style="margin-top: 6px; text-indent: 32px; margin-bottom: 0px;"><font style="font-family: Times New Roman;" class="_mt" size="2">The Company has in effect an employee stock purchase plan under which 4.8 million shares of common stock was reserved for issuance. In August 2010, the Company's stockholders approved the proposal to increase the number of shares reserved for issuance to 6.3 million shares. Under the terms of this plan, purchases are made semiannually and the purchase price of the common stock is equal to 85% of the fair market value of the common stock on the first or last day of the offering period, whichever is lower. During the fiscal years ended March 31, 2012 and 2011, 0.9 million and 0.4 million respectively shares were issued each year under this plan. At March 31, 2012, 6.2 million shares had been issued under this plan and 0.9 million shares were available for future issuance. </font></p> <p style="margin-top: 18px; margin-bottom: 0px; margin-left: 2%;"><font style="font-family: Times New Roman;" class="_mt" size="2"><b><i>Warrants </i></b></font></p> <p style="margin-top: 6px; text-indent: 32px; margin-bottom: 0px;"><font style="font-family: Times New Roman;" class="_mt" size="2">On May 17, 2009, the Company entered into a development agreement with Veloce pursuant to which Veloce agreed, among other things, to perform development work for the Company on an exclusive basis for up to five years for cash and other consideration, including a warrant to purchase shares of the Company's common stock (the "Warrant"). The Warrant vesting schedule was amended in conjunction with the amended development agreement on November 8, 2010. In connection with the Merger Agreement amendment entered into on April 5, 2012, the Company and Veloce further modified the Warrant by fully accelerating the vesting schedule thereunder. See Note 4 for further details of the agreements amended on April 5, 2012. </font></p> <p style="margin-top: 12px; text-indent: 32px; margin-bottom: 0px;"><font style="font-family: Times New Roman;" class="_mt" size="2">The Warrant expires on July 15, 2014 and has an exercise price of $0.01 per share. The Warrant was 69% vested as of March 31, 2012. The remaining Warrant shares were scheduled to vest quarterly through December 2012, but were fully accelerated effective April 5, 2012. A portion of the vested shares has been committed to be distributed to the employees of Veloce. Such committed portion has been and will continue to be settled in cash instead of common stock, pursuant to which Veloce sells the committed shares and distributes the proceeds to its employees. Therefore, the Company has recognized stock-based compensation expense which is included in R&amp;D expense and recorded a corresponding liability for the amount to be distributed as of March 31, 2012. No stock-based compensation expense has been recognized for the portion of the Warrant that has been retained by Veloce. </font></p> <p style="margin-top: 18px; margin-bottom: 0px; margin-left: 2%;"><font style="font-family: Times New Roman;" class="_mt" size="2"><b><i>Common Shares Reserved for Future Issuance </i></b></font></p> <p style="margin-top: 6px; text-indent: 32px; margin-bottom: 0px;"><font style="font-family: Times New Roman;" class="_mt" size="2">At March 31, 2012, the Company has the following shares of common stock reserved for issuance upon the exercise of equity instruments (in thousands): </font></p> <p style="margin-top: 0px; margin-bottom: 0px; font-size: 12px;">&nbsp;</p> <table style="border-collapse: collapse;" border="0" cellspacing="0" cellpadding="0" width="76%" align="center"> <tr><td width="88%"> </td> <td valign="bottom" width="4%"> </td> <td> </td> <td> </td> <td> </td></tr> <tr bgcolor="#cceeff"><td valign="top"> <p style="text-indent: -1em; margin-left: 1em;"><font style="font-family: Times New Roman;" class="_mt" size="2">Options granted and outstanding</font></p></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">4,164</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td></tr> <tr><td valign="top"> <p style="text-indent: -1em; margin-left: 1em;"><font style="font-family: Times New Roman;" class="_mt" size="2">Restricted Stock Units</font></p></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">9,244</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td></tr> <tr bgcolor="#cceeff"><td valign="top"> <p style="text-indent: -1em; margin-left: 1em;"><font style="font-family: Times New Roman;" class="_mt" size="2">Options and RSUs authorized for future grants</font></p></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">1,231</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td></tr> <tr><td valign="top"> <p style="text-indent: -1em; margin-left: 1em;"><font style="font-family: Times New Roman;" class="_mt" size="2">Employee Stock Purchase Plan</font></p></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">898</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td></tr> <tr bgcolor="#cceeff"><td valign="top"> <p style="text-indent: -1em; margin-left: 1em;"><font style="font-family: Times New Roman;" class="_mt" size="2">Warrants outstanding</font></p></td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">203</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td></tr> <tr style="font-size: 1px;"><td valign="bottom"> </td> <td valign="bottom">&nbsp;&nbsp;</td> <td valign="bottom"> <p style="border-top: #000000 1px solid;">&nbsp;</p></td> <td valign="bottom"> <p style="border-top: #000000 1px solid;">&nbsp;</p></td> <td>&nbsp;</td></tr> <tr><td valign="top"> </td> <td valign="bottom"><font class="_mt" size="1">&nbsp;&nbsp;</font></td> <td valign="bottom"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;</font></td> <td valign="bottom" align="right"><font style="font-family: Times New Roman;" class="_mt" size="2">15,740</font></td> <td valign="bottom" nowrap="nowrap"><font style="font-family: Times New Roman;" class="_mt" size="2">&nbsp;&nbsp;</font></td></tr> <tr style="font-size: 1px;"><td valign="bottom"> </td> <td valign="bottom">&nbsp;&nbsp;</td> <td valign="bottom"> <p style="border-top: #000000 3px double;">&nbsp;</p></td> <td valign="bottom"> <p style="border-top: #000000 3px double;">&nbsp;</p></td> <td>&nbsp;</td></tr></table> <p style="margin-top: 18px; margin-bottom: 0px; font-size: 1px;">&nbsp;</p> </div> 1291000 2481000 2727000 2955000 2942000 13000 5299000 5274000 25000 3873000 3846000 27000 4125000 5592000 5298000 1072000 3744000 3487000 8076000 8065000 11000 40063000 40026000 37000 20852000 20817000 35000 Veloce's stock-based compensation expense related to warrants is included in issuance of common stock. 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Certain Financial Statement Information
12 Months Ended
Mar. 31, 2012
Certain Financial Statement Information [Abstract]  
Certain Financial Statement Information

3. Certain Financial Statement Information

Accounts receivable:

 

     March 31,  
     2012     2011  
     (In thousands)  

Accounts receivable

   $ 23,765      $ 21,321   

Less: allowance for bad debts

     (1,099     (1,324
  

 

 

   

 

 

 
   $ 22,666      $ 19,997   
  

 

 

   

 

 

 

Inventories:

 

     March 31,  
     2012      2011  
     (In thousands)  

Finished goods

   $ 17,883       $ 21,255   

Work in process

     3,818         4,334   

Raw materials

     1,543         972   
  

 

 

    

 

 

 
   $ 23,244       $ 26,561   
  

 

 

    

 

 

 

Other current assets:

 

     March 31,  
     2012      2011  
     (In thousands)  

Prepaid expenses*

   $ 20,353       $ 14,543   

Executive deferred compensation assets

     1,344         2,003   

Deposits

     899         749   

Gain receivable on strategic investment

     7,100         —     

Other

     1,409         1,060   
  

 

 

    

 

 

 
   $ 31,105       $ 18,355   
  

 

 

    

 

 

 

* The increase in Prepaid expenses relates primarily to IP license fees

Property and equipment:

 

     Useful
Life
     March 31,  
        2012     2011  
     (In years)      (In thousands)  

Machinery and equipment*

     5-7       $ 36,600      $ 29,837   

Leasehold improvements

     1-15         14,228        12,783   

Computers, office furniture and equipment

     3-7         43,929        37,664   

Buildings

     31.5         2,756        2,756   

Land

     —           9,800        9,800   
     

 

 

   

 

 

 
        107,313        92,840   

Less: accumulated depreciation and amortization

        (69,213     (60,817
     

 

 

   

 

 

 
      $ 38,100      $ 32,023   
     

 

 

   

 

 

 

* Includes capitalized mask set costs

 

Goodwill and purchased intangible assets:

Goodwill is as follows (in thousands):

 

     Fiscal Years Ended March 31,  
     2012     2011     2010  

Beginning balance, gross

   $ 4,441,026      $ 4,441,026      $ 4,441,026   

Accumulated amortization and impairments

     (4,441,026     (4,441,026     (4,441,026

Beginning balance, net

     —          —          —     

Goodwill related to TPack acquisition (see note 12)

     13,183        13,183        —     
  

 

 

   

 

 

   

 

 

 

Ending balance

   $ 13,183      $ 13,183      $ —     
  

 

 

   

 

 

   

 

 

 

Purchase-related intangibles were as follows (in thousands):

 

    March 31, 2012     March 31, 2011  
    Gross     Accumulated
Amortization
and
Impairments
    Net     Weighted
average
remaining
useful life
    Gross     Accumulated
Amortization
and
Impairments
    Net     Weighted
average
remaining
useful life
 

Developed technology/in-process research and development

  $ 441,300      $ (429,054   $ 12,246        4.6      $ 441,300      $ (425,502   $ 15,798        5.2   

Customer relationships

    12,830        (8,881     3,949        2.9        12,830        (6,581     6,249        3.5   

Patents/core technology rights/trade name

    63,206        (62,767     439        1.5        63,206        (61,865     1,341        1.5   
 

 

 

   

 

 

   

 

 

     

 

 

   

 

 

   

 

 

   
  $ 517,336      $ (500,702   $ 16,634        $ 517,336      $ (493,948   $ 23,388     
 

 

 

   

 

 

   

 

 

     

 

 

   

 

 

   

 

 

   

The estimated future amortization expense of purchased intangible assets to be charged to cost of sales and operating expenses as of March 31, 2012, is as follows (in thousands):

 

     Cost of
Sales
     Operating
Expenses
     Total  

Fiscal Years Ending March 31, 2013

   $ 2,717       $ 1,926       $ 4,643   

2014

     2,717         1,189         3,906   

2015

     2,717         904         3,621   

2016

     2,717         369         3,086   

2017 and thereafter

     1,378         —           1,378   
  

 

 

    

 

 

    

 

 

 

Total

   $ 12,246       $ 4,388       $ 16,634   
  

 

 

    

 

 

    

 

 

 

Other Assets:

 

     March 31,  
     2012      2011  
     (In thousands)  

Non-current portion of prepaid expenses

   $ 4,193       $ 5,769   

Strategic investments

     4,750         1,330   

Other

     1,331         —     
  

 

 

    

 

 

 
   $ 10,274       $ 7,099   
  

 

 

    

 

 

 

 

Other accrued liabilities:

 

     March 31,  
     2012      2011  
     (In thousands)  

Customer deposits*

   $ 415       $ 953   

Employee related liabilities

     2,051         2,306   

Executive deferred compensation

     1,344         2,003   

Income taxes

     1,401         1,157   

Professional fees

     961         735   

Contingent consideration

     618         3,150   

Other

     2,262         2,444   
  

 

 

    

 

 

 
   $ 9,052       $ 12,748   
  

 

 

    

 

 

 

* Includes credit balances in Accounts Receivables that have been reclassified as Other Accrued Liabilities

Warranty Reserves:

The Company's products typically carry a one year warranty. The Company establishes reserves for estimated product warranty costs at the time revenue is recognized. Although the Company engages in extensive product quality programs and processes, its warranty obligation is affected by product failure rates, use of materials and service delivery costs incurred in correcting any product failure. Should actual product failure rates, use of materials or service delivery costs differ from the Company's estimates, additional warranty reserves could be required, which could reduce its gross margin.

The following table summarizes warranty reserve activity (in thousands):

 

         Year Ended March 31,      
     2012     2011  

Beginning balance

   $ 176      $ 169   

Charged to (reductions in) costs of revenues

     515        222   

Charges incurred

     (237     (215
  

 

 

   

 

 

 

Ending balance

   $ 454      $ 176   
  

 

 

   

 

 

 

Interest income (expense), net and other-than-temporary impairment:

 

     Fiscal Years Ended March 31,  
     2012      2011      2010  
     (In thousands)  

Interest income

   $ 3,601       $ 6,163       $ 6,207   

Net realized gain on short-term investments

     646         3,727         1,380   

Impairments of short-term investments and marketable securities

     —           —           (4,147
  

 

 

    

 

 

    

 

 

 
   $ 4,247       $ 9,890       $ 3,440   
  

 

 

    

 

 

    

 

 

 

 

Other income, net:

 

     Fiscal Years Ended March 31,  
     2012     2011      2010  
     (In thousands)  

Net gain/(impairment) of strategic investments

   $ 7,147      $ —         $ (2,000

Net gain (loss) on disposals of property

     (10     323         (103

Other, net

     300        474         552   
  

 

 

   

 

 

    

 

 

 
   $ 7,437      $ 797       $ (1,551
  

 

 

   

 

 

    

 

 

 

Net loss per share:

Shares used in basic net loss per share are computed using the weighted average number of common shares outstanding during each period. Shares used in diluted net income per share include the dilutive effect of common shares potentially issuable upon the exercise of stock options, vesting of restricted stock units ("RSUs") and outstanding warrants. However, potentially issuable common shares are not used in computing diluted net loss per share as their effect would be anti-dilutive due to the loss recorded during the periods presented. The reconciliation of shares used to calculate basic and diluted net loss per share consists of the following (in thousands, except per share data):

 

     Fiscal Years Ended March 31,  
     2012     2011     2010  

Net income (loss):

      

From continuing operations

   $ (82,688   $ (1,006   $ (13,597

From discontinued operations, net of taxes

     —          —          6,112   
  

 

 

   

 

 

   

 

 

 

Net loss

   $ (82,688   $ (1,006   $ (7,485
  

 

 

   

 

 

   

 

 

 

Shares used in net income (loss) per share computation:

      

Weighted average common shares outstanding

     62,245        65,160        66,006   
  

 

 

   

 

 

   

 

 

 

Basic and diluted net income (loss) per share:

      

From continuing operations

   $ (1.33   $ (0.02   $ (0.21

From discontinued operations, net of taxes

     —          —          0.10   
  

 

 

   

 

 

   

 

 

 

Net loss per share

   $ (1.33   $ (0.02   $ (0.11
  

 

 

   

 

 

   

 

 

 

The effect of anti-dilutive securities (comprised of options and restricted stock units) totaling 9.0 million, 3.7 million and 6.8 million equivalent shares for the fiscal years ended March 31, 2012, 2011 and 2010, respectively, have been excluded from the net loss per share computation, as their impact would be anti-dilutive because the Company has incurred losses in the periods presented.

The effect of dilutive securities (comprised of options and restricted stock units) totaling 0.5 million, 2.0 million and 1.7 million equivalent shares for the fiscal years ended March 31, 2012, 2011 and 2010, respectively, have been excluded from the net loss per share computation, as their impact would be anti-dilutive because the Company has incurred losses in the periods presented.

Total equivalent shares excluded from the net (loss) income per share computation is 9.5 million, 5.7 million and 8.5 million for the fiscal years ended March 31, 2012, 2011 and 2010, respectively.

 

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M)V)O6QE M/3-$)V)O6QE/3-$ M)V)O6QE/3-$)V)O M6QE/3-$)V)O6QE/3-$)VUA#L@9F]N="US:7IE.B`Q M<'@[)SXF;F)S<#L\+W`^(#PO9&EV/CQS<&%N/CPO7!E.B!T97AT+VAT;6P[(&-H87)S970] M(G5S+6%S8VEI(@T*#0H\>&UL('AM;&YS.F\],T0B=7)N.G-C:&5M87,M;6EC M&UL/@T*+2TM+2TM/5].97AT4&%R=%]A G,S%C-S%B95]C93%C7S1A,SA?834P,%\T,&5A-C%D.30X-&,M+0T* ` end XML 30 R8.htm IDEA: XBRL DOCUMENT v2.4.0.6
Investments
12 Months Ended
Mar. 31, 2012
Investments [Abstract]  
Investments

2. Investments

The Company classifies its short-term investments as "available-for-sale" and records such assets at the estimated fair value with unrealized gains and losses excluded from net loss and reported, net of tax, in comprehensive income (loss). The portion of such unrealized losses that are deemed to be other-than-temporary in nature are charged to the statements of operations. The basis for computing realized gains or losses is by specific identification. In addition, the Company had approximately $0.9 million in restricted cash related to its voluntary disability insurance program as of March 31, 2012 and 2011 and is included in cash and cash equivalents on the consolidated balance sheet.

The following is a summary of available-for-sale securities (in thousands):

 

     March 31, 2012      March 31, 2011  
     Amortized
Cost
     Gross Unrealized      Estimated
Fair Value
     Amortized
Cost
     Gross Unrealized      Estimated
Fair Value
 
        Gains      Losses            Gains      Losses     

Cash

   $ 15,057       $ —         $ —         $ 15,057       $ 8,766       $ —         $ —         $ 8,766   

Cash equivalents

     13,008         —           —           13,008         75,636         —           —           75,636   

U.S. Treasury securities and agency bonds

     16,771         11         19         16,763         9,685         4         58         9,631   

Corporate bonds

     23,361         56         10         23,407         6,428         32         48         6,412   

Mortgage-backed and asset-backed securities*

     7,308         364         61         7,611         9,281         271         45         9,507   

Mutual funds

     —           —           —           —           17,611         —           —           17,611   

Closed-end bond funds

     26,401         5,161         1,649         29,913         29,255         5,561         1,186         33,630   

Preferred stock

     6,209         1,878         —           8,087         6,209         649         —           6,858   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 
   $ 108,115       $ 7,470       $ 1,739       $ 113,846       $ 162,871       $ 6,517       $ 1,337       $ 168,051   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Reported as:

                       

Cash and cash equivalents

            $ 28,065                $ 84,402   

Short-term investments available-for-sale

              85,781                  83,649   
           

 

 

             

 

 

 
            $ 113,846                $ 168,051   
           

 

 

             

 

 

 

* At March 31, 2012 and 2011, approximately $4.6 million and $6.5 million of the estimated fair value presented were mortgage-backed securities, respectively.

 

The established guidelines for measuring fair value and expanded disclosures regarding fair value measurements are defined as a three-level valuation hierarchy for disclosure of fair value measurements as follows:

 

Level 1 

   Inputs are unadjusted, quoted prices in active markets for identical assets or liabilities at the measurement date.

Level 2

   Inputs (other than quoted market prices included in Level 1) are either directly or indirectly observable for the asset or liability through correlation with market data at the measurement date and for the duration of the instrument's anticipated life.

Level 3

   Inputs reflect management's best estimate of what market participants would use in pricing the asset or liability at the measurement date. Consideration is given to the risk inherent in the valuation technique and the risk inherent in the inputs to the model. Valuation of instruments includes unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of assets or liabilities.

The following is a summary of cash, cash equivalents and available-for-sale investments by type of instruments measured at fair value on a recurring basis (in thousands):

 

     March 31, 2012      March 31, 2011  
     Level 1      Level 2      Level 3      Total      Level 1      Level 2      Level 3      Total  

Cash

   $ 15,057       $ —         $ —         $ 15,057       $ 8,766       $ —         $ —         $ 8,766   

Cash equivalents

     10,510         2,498         —           13,008         75,636         —           —           75,636   

U.S. Treasury securities and agency bonds

     16,763         —           —           16,763         9,631         —           —           9,631   

Corporate bonds

     —           23,407         —           23,407         —           6,412         —           6,412   

Mortgage-backed and asset-backed securities

     —           7,611         —           7,611         —           9,507         —           9,507   

Mutual funds

     —           —           —           —           17,611         —           —           17,611   

Closed-end bond funds

     29,913         —           —           29,913         33,630         —           —           33,630   

Preferred stock

     —           8,087         —           8,087         —           6,858         —           6,858   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 
   $ 72,243       $ 41,603       $ —         $ 113,846       $ 145,274       $ 22,777       $ —         $ 168,051   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

There were no significant transfers in and out of Level 1 and Level 2 fair value measurements during the fiscal year ended March 31, 2012.

The Company periodically reviews its strategic investments for other-than-temporary declines in fair value based on the specific identification method and writes down investments when an other-than-temporary decline has occurred. During the fiscal years ended March 31, 2012 and March 31, 2010, the Company recognized impairment charges of its non-marketable strategic investments of $1.0 and $2.0 million, respectively, in other income (expense), net. The fair value was estimated on a non-recurring basis based on Level 3 inputs. The Level 3 inputs used to estimate the fair value of this investment was based on the current cash position and recent operational performance of the investee. During the fiscal year ended March 31, 2012 and 2011, the Company invested $4.8 million and $0.3 million in non-marketable equity investments and this amount was carried at cost at year end, respectively.

 

At March 31, 2012, the cost and estimated fair values of available-for-sale securities with stated maturities are U.S. Treasury securities and agency bonds, corporate bonds and mortgage-backed and asset-backed securities by contractual maturity are as follows (in thousands):

 

     Cost      Fair Value  

Less than 1 year

   $ 16,683       $ 16,722   

Mature in 1 – 2 years

     26,869         27,026   

Mature in 3 – 5 years

     2,421         2,496   

Mature after 5 years

     1,467         1,537   
  

 

 

    

 

 

 
   $ 47,440       $ 47,781   
  

 

 

    

 

 

 

The following is a summary of gross unrealized losses (in thousands):

 

     Less Than 12 Months of
Unrealized Losses
     12 Months or More of
Unrealized Losses
     Total  
As of March 31, 2012    Estimated
Fair
Value
     Gross
Unrealized
Losses
     Estimated
Fair
Value
     Gross
Unrealized
Losses
     Estimated
Fair
Value
     Gross
Unrealized
Losses
 

U.S. Treasury securities and agency bonds

   $ 8,938       $ 19       $ —         $ —         $ 8,938       $ 19   

Corporate bonds

     5,463         10         —           —           5,463         10   

Mortgage-backed and asset-backed securities

     894         20         353         42         1,247         62   

Closed-end bond funds

     —           —           6,628         1,648         6,628         1,648   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 
   $ 15,295       $ 49       $ 6,981      $ 1,690       $ 22,276       $ 1,739   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

 

     Less Than 12 Months of
Unrealized Losses
     12 Months or More of
Unrealized Losses
     Total  
As of March 31, 2011    Estimated
Fair
Value
     Gross
Unrealized
Losses
     Estimated
Fair
Value
     Gross
Unrealized
Losses
     Estimated
Fair
Value
     Gross
Unrealized
Losses
 

U.S. Treasury securities and agency bonds

   $ 6,227       $ 58       $ —         $ —         $ 6,227       $ 58   

Corporate bonds

     3,672         48         —           —           3,672         48   

Mortgage-backed and asset-backed securities

     2,105         45         —           —           2,105         45   

Closed-end bond funds

     7,951         1,186         —           —           7,951         1,186   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 
   $ 19,955       $ 1,337       $ —         $ —         $ 19,955       $ 1,337   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Other-Than-Temporary Impairment

Based on an evaluation of securities that have been in a loss position, the Company did not recognize an other-than-temporary impairment charge, for the fiscal year ended March 31, 2012. The Company considered various factors which included its intent and ability to hold the underlying securities until its estimated recovery of amortized cost. The other-than-temporary impairment charge for the fiscal years ended March 31, 2012, 2011 and 2010 was zero, zero and approximately $4.1 million, respectively. As of March 31, 2012 and 2011, the Company also had $7.5 million and $6.5 million in gross unrealized gains, respectively. The basis for computing realized gains or losses is by specific identification.

 

XML 31 R2.htm IDEA: XBRL DOCUMENT v2.4.0.6
Consolidated Balance Sheets (USD $)
In Thousands, unless otherwise specified
Mar. 31, 2012
Mar. 31, 2011
ASSETS    
Cash and cash equivalents $ 28,065 $ 84,402
Short-term investments-available-for-sale 85,781 83,649
Accounts receivable, net 22,666 19,997
Inventories 23,244 26,561
Other current assets 31,105 18,355
Total current assets 190,861 232,964
Property and equipment, net 38,100 32,023
Goodwill 13,183 13,183
Purchased intangibles 16,634 23,388
Other assets 10,274 7,099
Total assets 269,052 308,657
LIABILITIES AND STOCKHOLDERS' EQUITY    
Accounts payable 21,383 24,431
Accrued payroll and related expenses 6,844 7,261
Veloce accrued liability 32,870  
Other accrued liabilities 9,052 12,748
Deferred revenue 2,137 2,407
Total current liabilities 72,286 46,847
Veloce accrued liability 27,530  
Commitments and contingencies (Notes 8 and 11)      
Stockholders' equity:    
Preferred stock, $0.01 par value: Authorized shares - 2,000, none issued and outstanding      
Common stock, $0.01 par value: Authorized shares - 375,000 at March 31, 2012 and 2011 Issued and outstanding shares - 61,879 at March 31, 2012 and 63,666 at March 31, 2011 619 637
Additional paid-in capital 5,881,336 5,891,036
Accumulated other comprehensive loss (1,765) (1,597)
Accumulated deficit (5,710,954) (5,628,266)
Total stockholders' equity 169,236 261,810
Total liabilities and stockholders' equity $ 269,052 $ 308,657
XML 32 R6.htm IDEA: XBRL DOCUMENT v2.4.0.6
Consolidated Statements Of Stockholders' Equity And Comprehensive Income (Loss) (USD $)
In Thousands, unless otherwise specified
Common Stock [Member]
Additional Paid In Capital [Member]
Accumulated Other Comprehensive Income (Loss) [Member]
Accumulated Deficit [Member]
Total
Balance at Mar. 31, 2009 $ 659 $ 5,910,493 $ (6,273) $ (5,620,909) $ 283,970
Balance, shares at Mar. 31, 2009 65,874        
Issuance of common stock 13 2,942     2,955
Issuance of common stock, shares 1,291        
Repurchase of common stock (11) (8,065)     (8,076)
Repurchase of common stock, shares (1,072)        
Funding of structured stock repurchase agreements (7) (41,790)     (41,797)
Funding of structured stock repurchase agreements, shares (689)        
Funds received from structured stock repurchase agreements including gains   27,751     27,751
Stock-based compensation expense   13,719     13,719
Comprehensive income (loss):          
Net loss       (7,485) (7,485)
Foreign currency translation loss     (148)   (148)
FAS 115-2 implementation     (1,134) 1,134  
FAS 115-2 disposition release     140   140
Unrealized gain\loss on short-term investments, net of tax     9,845   9,845
Total comprehensive income\loss         2,352
Balance at Mar. 31, 2010 654 5,905,050 2,430 (5,627,260) 280,874
Balance, shares at Mar. 31, 2010 65,404        
Issuance of common stock 25 5,274     5,299
Issuance of common stock, shares 2,481        
Repurchase of common stock (37) (40,026)     (40,063)
Repurchase of common stock, shares (3,744)        
Funding of structured stock repurchase agreements (5) (9,995)     (10,000)
Funding of structured stock repurchase agreements, shares (475)        
Funds received from structured stock repurchase agreements including gains   15,512     15,512
Stock-based compensation expense [1]   15,221     15,221
Comprehensive income (loss):          
Net loss       (1,006) (1,006)
Foreign currency translation loss     (485)   (485)
FAS 115-2 disposition release     858   858
Unrealized gain\loss on short-term investments, net of tax     (4,400)   (4,400)
Total comprehensive income\loss         (5,033)
Balance at Mar. 31, 2011 637 5,891,036 (1,597) (5,628,266) 261,810
Balance, shares at Mar. 31, 2011 63,666        
Issuance of common stock 27 3,846     3,873
Issuance of common stock, shares 2,727        
Repurchase of common stock (35) (20,817)     (20,852)
Repurchase of common stock, shares (3,487)        
Funding of structured stock repurchase agreements (10) (9,990)     (10,000)
Funding of structured stock repurchase agreements, shares (1,027)        
Stock-based compensation expense [1]   17,261     17,261
Comprehensive income (loss):          
Net loss       (82,688) (82,688)
Foreign currency translation loss     (354)   (354)
Unrealized gain\loss on short-term investments, net of tax     186   186
Total comprehensive income\loss         (82,856)
Balance at Mar. 31, 2012 $ 619 $ 5,881,336 $ (1,765) $ (5,710,954) $ 169,236
Balance, shares at Mar. 31, 2012 61,879        
[1] Veloce's stock-based compensation expense related to warrants is included in issuance of common stock.
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XML 34 R7.htm IDEA: XBRL DOCUMENT v2.4.0.6
Summary Of Significant Accounting Policies
12 Months Ended
Mar. 31, 2012
Summary Of Significant Accounting Policies [Abstract]  
Summary Of Significant Accounting Policies

1. Summary of Significant Accounting Policies

Business

Applied Micro Circuits Corporation ("AppliedMicro", "APM", "AMCC" or the "Company") is a leader in semiconductor solutions for the data center, enterprise, telecom and consumer/small medium business ("SMB") markets. The Company designs, develops, markets, sells and supports high-performance low power integrated circuits ("ICs"), which are essential for the processing, transporting and storing of information worldwide. In the telecom and enterprise markets, the Company utilizes a combination of design expertise coupled with system-level knowledge and multiple technologies to offer IC products for wireline and wireless communications equipment such as wireless access points, wireless base stations, multi-function printers, enterprise and edge switches, blade servers, storage systems, gateways, core switches, routers, metro, long-haul, and ultra-long-haul transport platforms. In the consumer/SMB markets, the Company combines optimized software and system-level expertise with highly integrated semiconductors to deliver comprehensive reference designs and stand-alone semiconductor solutions for wireline and wireless communications equipment such as wireless access points, network attached storage, and residential and smart energy gateways. The Company's corporate headquarters are located in Sunnyvale, California. Sales and engineering offices are located throughout the world.

Basis of Presentation

The consolidated financial statements include all the accounts of AppliedMicro, its wholly-owned subsidiaries and Veloce Technologies Inc. ("Veloce"), a variable interest entity ("VIE") of which the Company is the primary beneficiary. A VIE is required to be consolidated by its primary beneficiary. The primary beneficiary is the party that absorbs a majority of the VIE's anticipated losses and/or a majority of the expected returns. The Company has evaluated its strategic alliances for potential classification as variable interest entities by evaluating the sufficiency of each entity's equity investment at risk to absorb losses and the Company's share of the respective expected losses. The Company determined that it is the primary beneficiary of one variable interest entity and has included the accounts of this entity in the consolidated financial statements (see Note 4). All significant intercompany balances and transactions have been eliminated in consolidation.

Use of Estimates

The preparation of financial statements in accordance with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of net revenue and expenses in the reporting period. The Company regularly evaluates estimates and assumptions related to its capitalized mask sets, which affects cost of goods sold and property and equipment or R&D expenses, if not capitalized; inventory valuation, warranty liabilities, and revenue reserves, which affects revenues, cost of sales and gross margin; allowance for doubtful accounts, which affects operating expenses; the unrealized losses or other-than-temporary impairments of short-term investments available for sale, which affects interest income (expense), net; the valuation of purchased intangibles and goodwill, which affects amortization and impairments of purchased intangibles and impairments of goodwill; the acquisition-related contingent consideration, which affects operating expenses; the valuation of the Veloce consideration which affects operating expenses; the potential costs of litigation, which affects operating expenses; the valuation of deferred income taxes, which affects income tax expense (benefit); and stock-based compensation, which affects gross margin and operating expenses. The Company bases its estimates and assumptions on historical experience and on various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from management's estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected.

 

Cash and Cash Equivalents

The Company considers all highly liquid investments with an original maturity from the date of purchase of 90 days or less to be cash equivalents.

Veloce Consideration

We periodically evaluate the progress of the development work that is performed by our VIE, Veloce, in connection with our contractual arrangement with Veloce. Based on such an evaluation as well as considering various other qualitative factors, we assess the estimated timing and probability of attaining certain performance milestones. Upon assessing a milestone as probable of achievement, the expense that is recognized considers the stage of product development and estimating the performance metrics that will be achieved. The consideration that we will pay for each performance milestone is based upon the timing and the performance metrics that will ultimately be achieved. Significant judgment is required to assess estimated timing and the probability of achieving the performance milestones and determining the amount of expense to be recognized.

Based on our assessment as of March 31, 2012, we concluded that one of the milestones was probable of being attained and accordingly we recognized $60.4 million of research and development expense. Our probability determination included both an evaluation of the current stage of product development and the remaining risks associated with attaining completion of the milestone. The amount of expense recognized included consideration of our revised contractual arrangement with Veloce which was executed on April 5, 2012 and for which we have committed to pay $60.4 million upon the occurrence of certain events which are expected to occur during the first quarter of fiscal 2013.

The additional performance milestones included in our contractual arrangement that was in effect as of March 31, 2012 are not considered probable of being achieved. No expense was recognized in connection with these milestones during any of the periods presented

Investments

The Company holds a variety of securities that have varied underlying investments. The Company reviews its investment portfolio periodically to assess for other-than-temporary impairment. The Company assesses the existence of impairment of its investments in order to determine the classification of the impairment as "temporary" or "other-than-temporary". The factors used to determine whether an impairment is temporary or other-than-temporary involves considerable judgment. The factors considered in determining whether any individual impairment is temporary or other-than-temporary are primarily the length of the time and the extent to which the market value has been less than amortized cost, the nature of underlying assets (including the degree of collateralization), the financial condition, credit rating, market liquidity conditions and near-term prospects of the issuer. If the fair value of a debt security is less than its amortized cost basis at the balance sheet date, an assessment would have to be made as to whether the impairment is other-than-temporary. If the Company decided to sell the security, an other-than-temporary impairment shall be considered to have occurred. However, if the Company does not intend to sell the debt security, the Company shall consider available evidence to assess whether it is more likely than not, it will be required to sell the security before the recovery of its amortized cost basis due to cash, working capital requirements, contractual or regulatory obligations indicate that the security will be required to be sold before a forecasted recovery occurs. If it is more likely than not that the Company will be required to sell the security before recovery of its amortized cost basis, an other-than-temporary impairment is considered to have occurred. If the Company does not expect to recover the entire amortized cost basis of the security, the Company would not be able to assert that it will recover its amortized cost basis even if it does not intend to sell the security. Therefore, in those situations, an other-than-temporary impairment shall be considered to have occurred. The Company uses present value cash flow models to determine whether the entire amortized cost basis of the security will be recovered. The Company will compare the present value of cash flows expected to be collected from the security with the amortized cost basis of the security. An other-than-temporary impairment is said to have occurred if the present value of cash flows expected to be collected is less than the amortized cost basis of the security. In the fiscal year ended March 31, 2012, the Company did not record any other-than-temporary impairment charges. For the fiscal year ended March 31, 2012, the Company did not record an impairment charge in connection with other securities in a continuous loss position (fair value less than carrying value) with unrealized losses of $1.7 million as we believe that such unrealized losses are temporary. As of March 31, 2012, we also had $7.5 million in unrealized gains. For the fiscal years ended March 31, 2011 and 2010, the Company recognized other-than-temporary impairment charges of zero and $4.1 million, respectively, to current earnings.

Fair Value of Financial Instruments

Short term investments are recorded at fair value in the Company's consolidated balance sheets and are categorized based upon the level of judgment associated with inputs used to measure their fair value. ASC Subtopic 820-10 defines a three-level valuation hierarchy for disclosure of fair value measurements. The Company currently classifies inputs to derive fair values for short term investments as Level 1 and 2. Instruments classified as Level 1 include highly liquid government and agency securities, money market funds and publicly traded closed end bond funds in active markets. Instruments classified as Level 2 include corporate notes, mortgage-backed securities, asset-backed securities, commercial paper and preferred stock. The Company did not have any Level 3 short term investments as of any of the periods presented.

Concentration of Credit Risk

Financial instruments, which potentially subject the Company to concentrations of credit risk, consist principally of available-for-sale securities and trade receivables. The Company believes that the credit risk in its trade receivables is mitigated by the Company's credit evaluation process, relatively short collection terms and dispersion of its customer base. The Company generally does not require collateral and losses on trade receivables have historically been within management's expectations.

The Company invests its excess cash in debt instruments of the U.S. Treasury, corporate bonds, mutual funds, mortgage-backed securities, asset-backed securities, preferred stocks, and closed-end bond funds primarily with investment grade credit ratings. The Company has established guidelines relative to diversification and maturities that attempt to maintain safety, yield and liquidity. These guidelines are periodically reviewed and modified to take advantage of trends in yields and interest rates.

Inventories

The Company's policy is to value inventories at the lower of cost or market on a part-by-part basis. This policy requires it to make estimates regarding the market value of its inventories, including an assessment of excess or obsolete inventories. The Company determines excess and obsolete inventories based on an estimate of the future demand for its products within a specified time horizon, generally 12 months. The estimates used for future demand are also used for near-term capacity planning and inventory purchasing and are consistent with revenue forecasts. If the Company's demand forecast is greater than its actual demand the Company may be required to take additional excess inventory charges, which would decrease gross margin and net operating results. Any inventory charges establishes a new cost basis for the underlying inventory and the cost basis for such inventory is not marked-up on changes in circumstances. This accounting is consistent with the guidance provided by SAB Topic 5-BB.

 

Strategic Investments

The Company has entered into certain equity investments in privately held businesses for the promotion of business and strategic objectives. The Company's investments in equity securities of privately held businesses are accounted for under the cost method. Under the cost method, strategic investments in which the Company holds less than a 20% voting interest and on which the Company does not have the ability to exercise significant influence are carried at the lower of cost or cost reduced by other-than-temporary impairments, as appropriate. These investments are included in other assets on the Company's consolidated balance sheets. The Company periodically reviews these investments for other-than-temporary declines in fair value based on the specific identification method and writes down investments when an other-than-temporary decline has occurred. During the year ended March 31, 2012, the Company invested $4.8 million in non-marketable equity investments and this amount was carried at cost.

Property and Equipment

Property and equipment are stated at cost and depreciated over the estimated useful lives of the assets ranging from 1 to 31.5 years using the straight line method. Leasehold improvements are stated at cost and amortized over the shorter of the term of the related lease or its estimated useful life.

The Company considers events and changes in circumstances that could indicate carrying amounts of the long-lived assets, including property and equipment and intangible assets, may not be recoverable. When such events or changes in circumstances occur, the Company assesses recoverability of long-lived assets.

Goodwill, Purchased Intangible Assets and Other Long-Lived Assets

The Company conducts a goodwill impairment analysis annually and as necessary if changes in facts and circumstances indicate that the fair value of the Company's reporting units may be less than its carrying amount.

In accordance with ASC Topic 350-10 ("ASC 350-10") as it relates to Goodwill and Other Intangible Assets, we perform our annual impairment review at the reporting unit level each fiscal year or more frequently if we believe indicators of impairment are present. In September 2011, the FASB issued ASU 2011-08, Intangibles, Goodwill and Other (Topic 350): Testing Goodwill for Impairment. The amendment will be effective for annual impairment tests done for fiscal years that start after December 15, 2011 though early adoption is permitted. The changes to FASB ASC 350-20 permits an entity to make a qualitative assessment of whether it is more likely than not that a reporting unit's fair value is less than its carrying amount before applying the two-step goodwill impairment test. If an entity concludes that it is not more likely than not that the fair value of a reporting unit is less than its carrying amount, it would not be required to perform the two-step impairment test for that reporting unit. During the fourth quarter of fiscal 2012, the Company early adopted ASU 2011-08. As part of its qualitative assessment, the Company evaluated and determined that its market capitalization was well in excess of its book value and based on this and other qualitative factors, determined that there was no goodwill impairment.

The Company's long-lived assets consist of property, plant and equipment and other acquired intangibles, excluding goodwill. Acquired intangibles with definite lives are amortized on a straight-line basis over the remaining estimated economic life of the underlying products and technologies. The Company reviews its definite-lived long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of a long-lived asset may not be recoverable. Recoverability of an asset group is measured by comparison of its carrying amount to the expected future undiscounted cash flows that the asset group is expected to generate. If it is determined that an asset group is not recoverable, an impairment loss is recorded in the amount by which the carrying amount of the asset group exceeds its fair value. In addition, the Company assesses its long-lived assets for impairment if they are abandoned.

 

Revenue Recognition

The Company recognizes revenue based on four basic criteria: 1) there is evidence that an arrangement exists; 2) delivery has occurred; 3) the fee is fixed or determinable; and 4) collectability is reasonably assured. The Company recognizes revenue upon determination that all criteria for revenue recognition have been met. In addition, the Company does not recognize revenue until the applicable customer's acceptance criteria have been met. The criteria are usually met at the time of product shipment. The Company's standard terms and conditions of sale do not allow for product returns and it generally does not allow product returns other than under warranty or stock rotation agreements. Revenue from shipments to distributors is recognized upon shipment. In addition, the Company records reductions to revenue for estimated allowances such as returns not pursuant to contractual rights, competitive pricing programs and rebates. These estimates are based on our experience with stock rotations and the contractual terms of the competitive pricing and rebate programs. Royalty revenues are recognized when cash is received only when royalty amounts cannot be reasonably estimated. Royalty revenues are based upon sales of our customer's products that include our technology.

Shipping terms are generally FCA (Free Carrier) shipping point. If actual returns or pricing adjustments exceed our estimates, we would record additional reductions to revenue.

From time to time the Company generates revenue from the sale of internally developed IP. The Company generally recognizes revenue from the sale of IP when all basic criteria outlined above are met which generally occurs upon cash receipt.

Research and Development

R&D costs are expensed as incurred. Substantially all R&D expenses are related to new product development and designing significant improvements to existing products. Please also refer to footnote 4.

Mask Costs

The Company incurs significant costs for the fabrication of masks used by its contract manufacturers to manufacture its products. If the Company determines, at the time the cost for the fabrication of masks are incurred, that technological feasibility of the product has been achieved, it considers the nature of these costs to be pre-production costs. Accordingly, such costs are capitalized as property and equipment under machinery and equipment and are amortized as cost of sales over approximately three years, representing the estimated production period of the product. If the Company determines, at the time fabrication mask costs are incurred, that either technological feasibility of the product has not occurred or that the mask is not reasonably expected to be used in production manufacturing or that the commercial feasibility of the product is uncertain, the related mask costs are expensed to R&D in the period in which the costs are incurred. The Company also periodically assesses capitalized mask costs for impairment. During the fiscal years ended March 31, 2012 and 2011, total mask costs capitalized was $4.8 million and $4.7 million, respectively.

Stock-Based Compensation

The Company accounts for stock based compensation activity using the modified prospective method. This method requires companies to estimate the fair value of stock-based compensation on the date of grant using an option-pricing model. The Company uses the Black-Scholes model to value stock-based compensation, excluding RSUs, which we use the fair market value of our common stock. The Black-Scholes model determines the fair value of share-based payment awards based on the stock price on the date of grant and is affected by assumptions regarding a number of highly complex and subjective variables. These variables include, but are not limited to, the Company's stock price, volatility over the term of the awards and actual and projected employee stock option exercise behaviors. Option-pricing models were developed for use in estimating the value of traded options that have no vesting or hedging restrictions and are fully transferable. Although the fair value of stock options granted by the Company is estimated by the Black-Scholes model, the estimated fair value may not be indicative of the fair value observed in a willing buyer/willing seller market transaction.

The following table summarizes stock-based compensation expense related to stock options and restricted stock units for the three fiscal years ended March 31, 2012, which is as follows (in thousands, except per share data):

 

     Fiscal Year Ended March 31,  
     2012     2011      2010  

Stock-based compensation expense by type of award

       

Stock options (including employee stock purchase program)

   $ 5,289      $ 5,600       $ 4,118   

Restricted stock units

     13,148        11,062         9,601   
  

 

 

   

 

 

    

 

 

 

Total stock-based compensation

     18,437        16,662         13,719   

Stock-based compensation (capitalized to) expensed from inventory

     (63     22         (37
  

 

 

   

 

 

    

 

 

 

Total stock-based compensation expense

   $ 18,374      $ 16,684       $ 13,682   
  

 

 

   

 

 

    

 

 

 

The following table summarizes stock-based compensation expense as it relates to the Company's statement of operations (in thousands):

 

     Fiscal Year Ended March 31,  
     2012     2011      2010  

Stock-based compensation expense by cost centers

       

Cost of revenues

   $ 495      $ 628       $ 624   

Research and development

     10,496        9,001         6,268   

Selling, general and administrative

     7,446        7,033         6,827   
  

 

 

   

 

 

    

 

 

 

Total stock-based compensation

     18,437        16,662         13,719   

Stock-based compensation (capitalized to) expensed from inventory

     (63     22         (37
  

 

 

   

 

 

    

 

 

 

Total stock-based compensation expense

   $ 18,374      $ 16,684       $ 13,682   
  

 

 

   

 

 

    

 

 

 

The fair value of the options granted is estimated as of the grant date using the Black-Scholes option-pricing model assuming the weighted-average assumptions listed in the following table:

 

     Employee Stock Options     Employee Stock
Purchase Plans
 
     Fiscal Years Ended
March 31,
    Fiscal Years Ended
March 31,
 
     2012     2011     2010     2012     2011     2010  

Expected life (years)

     3.8        4.0        3.9        0.5        0.5        0.5   

Risk-free interest rate

     1.4     1.6     1.8     0.1     0.2     0.2

Volatility

     0.48        0.51        0.59        0.55        0.50        0.51   

Dividend yield

     —       —       —       —       —       —  

Expected forfeiture rate

     6.8     6.6     5.9     —       —       —  

Weighted average fair value

   $ 3.83      $ 4.85      $ 3.50      $ 2.13      $ 3.09      $ 2.30   

Compensation Amortization Period. All stock-based compensation is amortized over the requisite service period of the awards, which is generally the same as the vesting period of the awards. The Company amortizes the fair value cost on a straight-line basis over the expected service periods.

 

Expected Life. The expected life of stock options granted represents the expected weighted average period of time from the date of grant to the estimated date that the stock option would be fully exercised. To calculate the expected term, the Company utilizes historical actual exercise data and assumes that unexercised stock options would be exercised at the midpoint of the valuation date of its analysis and the full contractual term of the option.

Expected Volatility. Expected volatility is a measure of the amount by which the stock price is expected to fluctuate. The Company estimates the expected volatility of its stock options at their grant date by equally weighting the historical volatility and the implied volatility of its stock. The historical volatility is calculated using the weekly stock price of its stock over a recent historical period equal to its expected life. The implied volatility is calculated from the implied market volatility of exchange-traded call options on its common stock.

Risk-Free Interest Rate. The risk-free interest rate is the implied yield currently available on zero-coupon government issues with a remaining term equal to the expected life.

Expected Dividends. The Company has never paid any cash dividends on its common stock and does not anticipate paying any cash dividends in the foreseeable future. Consequently, the Company uses an expected dividend yield of zero percent in valuation models.

Expected Forfeitures. As stock-based compensation expense recognized in the Consolidated Statements of Operations for the three fiscal years ended March 31, 2012 are based on awards that are ultimately expected to vest, it should be reduced for estimated forfeitures. Forfeitures are required to be estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. Pre-vesting forfeiture rates were based upon the average of expected forfeiture data using the Company's current demographics and standard probabilities of employee turnover and the annual forfeiture rate based on the Company's historical forfeiture rates.

The weighted average fair value per share of the restricted stock units awarded in the fiscal years ended March 31, 2012, 2011 and 2010 was $9.00, $10.69 and $6.74, respectively. The weighted average fair value per share was calculated based on the fair market value of the Company's common stock on the respective grant dates.

Stock-based compensation expense will continue to have a significant adverse impact on the Company's reported results of operations, although it will have no impact on its overall financial position. The amount of unearned stock-based compensation currently estimated to be expensed from now through fiscal 2016 related to unvested share-based payment awards at March 31, 2012 is $29.8 million, which includes stock-based compensation for Veloce, the Company's VIE. The weighted-average period over which the unearned stock-based compensation is expected to be recognized is approximately 1.7 years. If there are any modifications or cancellations of the underlying unvested securities, the Company may be required to accelerate, increase or cancel any remaining unearned stock-based compensation expense. Future stock-based compensation expense and unearned stock-based compensation will increase to the extent that the Company grants additional equity awards or assumes unvested equity awards in connection with acquisitions.

Income Taxes

The Company utilizes the asset and liability method of accounting for income taxes as set forth in ASC Subtopic 740-10 ("ASC 740-10"). Under the asset and liability method, deferred taxes are determined based on the temporary differences between the financial statement and tax bases of assets and liabilities using enacted tax rates. A valuation allowance is recorded when it is more likely than not that some or all of the deferred tax assets will not be realized. During the fiscal year ended March 31, 2012, the Company recorded a tax charge of approximately $0.1 million to other comprehensive income and concurrently recorded the same amount as an income tax benefit to continuing operations. In applying the exception to the general principle of intra-period tax allocations under ASC 740-10, the Company considered income recognized both in discontinued operations and other comprehensive income. Accordingly, the allocation of the current year tax provision included recognizing a $0.1 million tax benefit arising from the loss from continuing operations. The offsetting tax expense was allocated to other comprehensive income for the fiscal year ended March 31, 2012.

Comprehensive Income (Loss)

ASC Subtopic 220-10, ("ASC 220-10") establishes rules for the reporting and display of comprehensive income (loss) and its components. ASC 220-10 requires the change in net unrealized gains or losses on short-term investments and foreign currency translation gains and losses to be included in comprehensive income (loss). Comprehensive income (loss) is included in the Company's Consolidated Statements of Stockholders' Equity and Comprehensive Income (loss).

Components of accumulated other comprehensive income (loss) consists of (in thousands):

 

     March 31,  
     2012     2011  

Unrealized gain (loss) on investments

   $ 186      $ (4,400

Release upon disposition of investment with cumulative implementation reclassification for prior non-credit related other-than-temporary impairment charges

     —          858   

Loss on foreign currency translation

     (354     (485
  

 

 

   

 

 

 
   $ (168   $ (4,027
  

 

 

   

 

 

 

Segments of a Business Enterprise

The Company operates in one reportable operating segment. Although the Company has two operating segments at March 31, 2012 — Computing and Connectivity (formerly referred to as "Process" and "Transport", respectively), under the aggregation criteria set forth in ASC 280-10, the Company operates in only one reportable operating segment.

Under ASC 280-10, two or more operating segments may be aggregated into a single operating segment for financial reporting purposes if aggregation is consistent with the objective and basic principles of ASC 280-10, if the segments have similar economic characteristics, and if the segments are similar in each of the following areas:

 

   

the nature of products and services;

 

   

the nature of the production processes;

 

   

the type or class of customer for their products and services; and

 

   

the methods used to distribute their products or provide their services.

Because the Company meets each of the criteria set forth in ASC 280-10 and the two operating segments as of March 31, 2012 share similar economic characteristics, the Company aggregates its results of operations into one reportable operating segment.

 

Reclassifications

Certain reclassifications have been made to prior-year amounts in order to conform to current year presentation.

XML 35 R3.htm IDEA: XBRL DOCUMENT v2.4.0.6
Consolidated Balance Sheets (Parenthetical) (USD $)
Mar. 31, 2012
Mar. 31, 2011
Consolidated Balance Sheets [Abstract]    
Preferred stock, par value $ 0.01 $ 0.01
Preferred stock, shares authorized 2,000,000 2,000,000
Preferred stock, shares issued 0 0
Preferred stock, shares outstanding 0 0
Common stock, par value $ 0.01 $ 0.01
Common stock, shares authorized 375,000,000 375,000,000
Common stock, shares issued 61,879,000 63,666,000
Common stock, shares outstanding 61,879,000 63,666,000
XML 36 R17.htm IDEA: XBRL DOCUMENT v2.4.0.6
Contingencies
12 Months Ended
Mar. 31, 2012
Contingencies [Abstract]  
Contingencies

11. Contingencies

Legal Proceedings

The Company acquired JNI Corporation ("JNI") in October 2003. In November 2001, a class action lawsuit was filed against JNI and the underwriters of its initial and secondary public offerings of common stock in the U.S. District Court for the Southern District of New York, case no. 01 Civ 10740 (SAS). The complaint alleged that defendants violated the Securities Exchange Act of 1934, as amended (the "Exchange Act"), in connection with JNI's public offerings. This lawsuit was among more than 300 class action lawsuits pending in this District Court that have come to be known as the "IPO laddering cases." Pursuant to In re Initial Public Offering Securities Litigation, No. 21 MC 92 (SAS), in mid-2009 a settlement was reached in all of the cases. In October 2009, the Court issued an order granting final approval of the settlement and dismissing the case. The settlement did not have a material impact on the Company. The Court subsequently issued a final judgment. Several appeals of the settlement and judgment were filed between October 29 and November 4, 2009. Should the settlement be overturned on appeal and the final judgment vacated, the Company could be exposed to additional liabilities and such liability, if any, could not be reasonably estimated at this time.

In 1993, the Company was named as a Potentially Responsible Party ("PRP") along with more than 100 other companies that used an Omega Chemical Corporation waste treatment facility in Whittier, California (the "Omega Site"). The U.S. Environmental Protection Agency ("EPA") has alleged that Omega failed to properly treat and dispose of certain hazardous waste materials at the Omega Site. The Company is a member of a large group of PRPs, known as the Omega Chemical Site PRP Organized Group ("OPOG") that has agreed to fund certain on-going remediation efforts at the Omega Site. In February 2001, the U.S. District Court for the Central District of California (the "Court") approved a consent decree between EPA and OPOG to study contamination and evaluate cleanup options at the Omega Site. In January 2009, the Court approved two amendments to the consent decree, the first expanding the scope of work to mitigate volatile organic compounds affecting indoor air quality near the Omega Site and the second adding settling parties to the consent decree. Removal of waste materials from the Omega Site has been completed. Efforts to remediate the soil and groundwater at the Omega Site, including without limitation the extraction of chemical vapors from the soil in and around the site, are underway and are expected to be ongoing for several years. In addition, OPOG and EPA are investigating a regional groundwater contamination plume allegedly originating at the Omega Site (the Operable Unit 2 or "OU2"). In September 2011, EPA issued an interim Record of Decision specifying the interim clean-up actions EPA has chosen for OU2 and it is anticipated EPA and OPOG will enter into a remediation consent decree with the Court regarding such plume. In November 2007, Angeles Chemical Company, located downstream from the Omega Site, filed a lawsuit (the "Angeles Litigation") in the Court against OPOG and the PRPs for cost recovery and indemnification for future response costs allegedly resulting from the regional groundwater contamination plume described above. In March 2008, the Court granted OPOG's motion to stay the Angeles Litigation pending EPA's determination of how to investigate and remediate the regional groundwater. In November 2010, a toxic tort litigation (the "Aguirre Litigation") was commenced against Omega and OPOG in Los Angeles Superior Court by a group of employees of the Tri-Cities Regional Occupational Program located near the Omega Site. The plaintiffs claim, among other things, negligence, unlawful discharge of pollutants and public nuisance, and seek monetary damages for a variety of alleged injuries. In October 2011, OPOG agreed to secure a financial assurance of up to $8.0 million in connection with defense costs and potential liability relating to the Aguirre Litigation. The Company's exposure from the financial assurance is limited to its contribution allocation used for remediation costs. Trial is currently scheduled to commence in September 2012. Given that the Aguirre Litigation is in its early phases, there is no estimate of total potential liability. Liability, if any, stemming from this litigation could flow through to the PRPs, most likely pursuant to the same allocation formulae used for the remediation costs. In 2010, certain PRP's challenged the criteria previously used to allocate liability among the PRP's. In December 2011, an allocation committee established by OPOG to review those criteria recommended changes to the cost allocation structure that would, upon final approval, increase the Company's overall share of liability within the PRP group. In addition, the recent departure of one or more PRPs from OPOG could have the effect of increasing the proportional liability of the remaining PRPs, including the Company. In January 2012, as a result of the allocation criteria modifications and PRP departure from OPOG described above, the Company's proportional allocation of liability was increased. Although the Company considers a loss relating to the Omega Site probable, its share of any financial obligations for the remediation of the Omega Site, including taking into account the allocation increases described above, is not currently believed to be material to the Company's financial statements, based on the Company's approximately 0.5% contribution to the total waste tonnage sent to the site and current estimates of the potential remediation costs. Based on currently available information, the Company has a loss accrual that is not material and believes that the actual amount of its costs will not be materially different from the amount accrued. However, proceedings are ongoing and the eventual outcome of the clean-up efforts and the pending litigation matters is uncertain at this time. Based on currently available information, the Company does not believe that any eventual outcome will have a material adverse effect on its operations.

AppliedMicro TPack A/S, the Company's wholly-owned subsidiary acquired in September 2010 ("TPack"), is involved in a contract dispute with Xtera Communications Inc. and its subsidiary Meriton Networks Canada Inc. (collectively, "Xtera"), regarding a software development and licensing agreement the parties entered into in September 2006. In August 2009, Xtera filed an action against TPack in the United States District Court for the Eastern Division of Texas, which was dismissed in October 2010 for lack of jurisdiction. In September 2009, TPack filed an action against Xtera in the Ontario Superior Court of Justice in Canada, which action was resumed in March 2011 following dismissal of the Texas action. In the Canadian action, TPack seeks contract damages from Xtera of approximately $1.0 million plus pre-judgment interest and expenses. In April 2011, Xtera filed a statement of defense and counter claim with the Ontario court, in which Xtera denies liability to TPack and seeks reimbursement of approximately $1.7 million in development fees and royalties previously paid to TPack, plus pre-judgment interest and expenses. Discovery in the legal proceedings is continuing. The Company does not currently anticipate that the TPack/Xtera legal proceedings will have a material adverse effect on TPack, the Company or their respective operations.

XML 37 R1.htm IDEA: XBRL DOCUMENT v2.4.0.6
Document And Entity Information (USD $)
12 Months Ended
Mar. 31, 2012
Apr. 30, 2012
Sep. 30, 2011
Document And Entity Information [Abstract]      
Document Type 10-K    
Amendment Flag false    
Document Period End Date Mar. 31, 2012    
Document Fiscal Year Focus 2012    
Document Fiscal Period Focus FY    
Entity Registrant Name APPLIED MICRO CIRCUITS CORP    
Entity Central Index Key 0000711065    
Current Fiscal Year End Date --03-31    
Entity Filer Category Accelerated Filer    
Entity Common Stock, Shares Outstanding   62,084,504  
Entity Public Float     $ 275,724,000
Entity Well-known Seasoned Issuer No    
Entity Voluntary Filers No    
Entity Current Reporting Status Yes    
XML 38 R18.htm IDEA: XBRL DOCUMENT v2.4.0.6
Acquisition Of TPack A/S
12 Months Ended
Mar. 31, 2012
Acquisition Of TPack A/S [Abstract]  
Acquisition Of TPack A/S

12. Acquisition of TPack A/S

In September 2010, the Company acquired all of the shares of TPack A/S ("TPack"), a corporation organized under the laws of Denmark. The total consideration paid was approximately $32 million, exclusive of $0.5 million cash acquired. Approximately $5 million was withheld in escrow for indemnity agreements and is included in the purchase price allocation. This amount was released in full in April 2012. The former TPack shareholders may also earn up to approximately $5 million in additional consideration, subject to the achievement of certain revenue and performance milestones by TPack during the 18-month period following the acquisition date. The Company calculated and recorded the initial fair value of the contingent consideration liability based on a weighted probability assessment. The liability will continue to be measured at fair value at the end of each reporting period. During the fiscal year 2012, the Company reduced the estimated fair value of the contingent consideration liability to approximately $0.6 million, primarily due to revised TPack revenue forecasts and weighted probability assessments. As a result, the Company recorded an approximate $2.5 million reduction to selling, general and administrative expense during the year ended March 31, 2012. The Company calculated the fair value of the tangible and intangible assets acquired to allocate the purchase price as of the acquisition date. The excess of purchase price over the aggregate fair values was recognized as goodwill.

 

Based upon these calculations, the purchase price of the transaction was allocated as follows (in thousands), and also includes the estimated amortization period of the acquired intangibles:

 

     Estimated
Useful Life
(In years)
     Purchase
price
 

Purchased intangible assets

     

Developed Technology

     6       $ 15,350   

Existing customer contracts

     5         4,000   

Partner relationship

     2         2,500   

Trademarks and trade names

     3         650   

Covenants not-to-compete

     3         250   

In-process R&D

     6         950   

Goodwill (non tax deductible)

        13,183   

Contingent consideration (payable)

        (3,150

Net liabilities

      $ (1,699
     

 

 

 

Cash consideration

        32,034   

Contingent consideration

        3,150   
     

 

 

 

The total consideration issued in the acquisition

      $ 35,184   
     

 

 

 

The fair values of the TPack intangible assets were determined using the income approach with significant inputs that are not observable in the market. Key assumptions included expected future cash flows and discount rates consistent with the assessment of risk. Purchased intangible assets, including IPR&D, are amortized using a method that reflects the pattern in which the economic benefits of the intangible assets are consumed or otherwise used, or if that pattern cannot be reliably determined, using a straight-line amortization method.

The financial information in the table below summarizes the combined results of operations of the Company and TPack, on a proforma basis, as though the companies have been combined as of the beginning of the fiscal years of the periods presented. The proforma financial information is presented for informational purposes only and is not indicative of the results of operations that would have been achieved if the acquisition had taken place on April 1, 2010 or of results that may occur in the future.

 

     Fiscal Year Ended
March 31,
 
     2011     2010  

Net revenues

   $ 250,607      $ 210,214   

Net loss

     (1,905     (9,968
XML 39 R4.htm IDEA: XBRL DOCUMENT v2.4.0.6
Consolidated Statements Of Operations (USD $)
In Thousands, except Share data, unless otherwise specified
12 Months Ended
Mar. 31, 2012
Mar. 31, 2011
Mar. 31, 2010
Consolidated Statements Of Operations [Abstract]      
Net revenues $ 230,887 $ 247,710 $ 205,598
Cost of revenues 98,804 95,282 92,931
Gross profit 132,083 152,428 112,667
Operating expenses:      
Research and development 175,656 108,732 88,096
Selling, general and administrative 45,794 49,173 45,901
Amortization of purchased intangible assets 3,202 5,285 4,020
Restructuring charges, net 875 532 746
Total operating expenses 225,527 163,722 138,763
Operating loss (93,444) (11,294) (26,096)
Interest income (expense), net and other-than-temporary impairment 4,247 9,890 3,440
Other income (expense), net 7,437 797 (1,551)
Loss from continuing operations before income taxes (81,760) (607) (24,207)
Income tax expense (benefit) 928 399 (10,610)
Loss from continuing operations (82,688) (1,006) (13,597)
Income from discontinued operations, net of taxes     6,112
Net loss $ (82,688) $ (1,006) $ (7,485)
Basic and diluted net income (loss) per share:      
Net loss per share from continuing operations $ (1.33) $ (0.02) $ (0.21)
Net income per share from discontinued operations     $ 0.10
Net loss per share $ (1.33) $ (0.02) $ (0.11)
Shares used in calculating basic and diluted net income (loss) per share 62,245 65,160 66,006
XML 40 R12.htm IDEA: XBRL DOCUMENT v2.4.0.6
Income Taxes
12 Months Ended
Mar. 31, 2012
Income Taxes [Abstract]  
Income Taxes

6. Income Taxes

Loss from continuing operations before income tax consists of the following (in thousands):

 

     Fiscal Years Ended March 31,  
     2012     2011     2010  

Loss from continuing operations before income tax:

      

Domestic income (loss)

   $ (78,630   $ 536      $ (26,229

Foreign income (loss)

     (3,130     (1,143     2,022   
  

 

 

   

 

 

   

 

 

 
   $ (81,760   $ (607   $ (24,207
  

 

 

   

 

 

   

 

 

 

Income tax expense (benefit) from continuing operations consists of the following (in thousands):

 

     Fiscal Years Ended March 31,  
     2012     2011     2010  

Current:

      

Federal

   $ 147      $ (17   $ (10,078

Foreign

     1,034        285        213   

State

     60        131        (745
  

 

 

   

 

 

   

 

 

 

Total Current

     1,241        399        (10,610

Deferred:

      

Foreign

     (313     —          —     

State

     —          —          —     
  

 

 

   

 

 

   

 

 

 

Total Deferred

     (313 )     —          —     
  

 

 

   

 

 

   

 

 

 
   $ 928      $ 399      $ (10,610
  

 

 

   

 

 

   

 

 

 

The provision (benefit) for income taxes reconciles to the amount computed by applying the federal statutory rate (35%) to loss before income taxes as follows for continuing operations (in thousands):

 

     Fiscal Years Ended March 31,  
     2012     2011     2010  
     $     %     $     %     $     %  

Tax at federal statutory rate

   $ (28,613     35   $ (212     35   $ (8,473     35

Tax benefit from loss from continuing operations

     (123 )     —          —          —          (10,386 )     43   

Other Permanent Differences

     2,295        (3     1,903        (314     1,144        (5

State taxes, net of federal benefit

     (3,937     5        (30     5        (903     4   

Federal tax credits

     (4,131     5        (3,010     496        (1,746     7   

State tax credits

     (622     1        (409     67        (295     1   

Veloce accrued liability

     24,046        (29     —          —          —          —     

Valuation allowance

     11,600        (14     1,441        (237     9,706        (40

Change in contingency reserve

     52        —          94        (15     (36     —     

Other

     361        (1     622        (102     379        (2
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
   $ 928        (1 )%    $ 399        (66 )%    $ (10,610     43
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

Significant components of the Company's deferred tax assets and liabilities for federal and state income taxes are as shown below (in thousands):

 

     March 31,  
     2012     2011  

Deferred tax assets:

    

Net operating loss carryforwards

   $ 284,210      $ 278,615   

Research and development credit carryforwards

     78,621        74,061   

Inventory write-downs and other reserves

     9,748        8,459   

Capitalization of research and development costs

     8,451        9,071   

Goodwill

     8,248        9,154   

Intangible assets

     46,681        53,153   

Investment impairment

     4,083        8,748   

Stock-based compensation

     26,975        27,071   

Other

     979        589   
  

 

 

   

 

 

 

Total deferred tax assets

     467,996        468,921   

Deferred tax liabilities:

    

Depreciation and amortization

     (2,402     (7,155

Intangible assets

     —          (494
  

 

 

   

 

 

 

Net deferred tax asset

     465,594        461,272   

Valuation allowance

     (465,281     (461,272
  

 

 

   

 

 

 
   $ 313      $ —     
  

 

 

   

 

 

 

At March 31, 2012, the Company has federal and state R&D tax credit carryforwards of approximately $96.3 million and $51.1 million, respectively, which begin to expire in the fiscal year ending March 31, 2014 unless previously utilized. The Company also has federal and state net operating loss carryforwards of approximately $1,051.5 million and $581.9 million, respectively, which will begin to expire in fiscal year 2018 and fiscal year 2013, respectively. Federal and state laws impose restrictions on the utilization of net operating loss and tax credit carryforwards in the event of an "ownership change" for tax purposes as defined by Section 382 of the Internal Revenue Code. The Company has completed a Section 382 analysis regarding the limitation of net operating loss and R&D tax credit carryforwards. There were no ownership changes identified.

As a result of the adoption of ASC 718-10, the Company recognizes tax benefits associated with the exercise of stock options directly to stockholders' equity only when realized. Accordingly, deferred tax assets are not recognized for net operating loss carryforwards resulting from tax benefits occurring from April 1, 2006 onward. A windfall tax benefit occurs when the actual tax benefit realized upon an employee's disposition of a share-based award exceeds the deferred tax asset, if any, associated with the award.

The Company has established a valuation allowance against most of its net deferred tax assets, due to uncertainty regarding their future realization. In assessing the realizability of its deferred tax assets, management considers cumulative losses, the scheduled reversal of deferred tax liabilities, projected future taxable income, and tax planning strategies. Based on the projections for future taxable income over the periods in which the deferred tax assets are realizable and the full utilization of the Company's loss carryback potential, management concluded that a valuation allowance should be recorded in 2012, 2011 and 2010 against most of its deferred tax assets.

The Company adopted the provisions of ASC 740-10 as it relates to accounting for uncertainty in income taxes, on April 1, 2007. The adoption of ASC 740-10 was not material to the financial statements due to a full valuation allowance against deferred tax assets. The total amount of unrecognized tax benefits as of the date of adoption was $37.4 million, including interest and penalties.

The following is a tabular reconciliation of the Unrecognized Tax Benefits activity during the fiscal year ended March 31, 2012 (in thousands):

 

Opening Balance

   $  40,614   

Gross increases — tax positions in prior period

     867   

Gross increases — current-period tax positions

     1,698   
  

 

 

 

Ending Balance

   $ 43,179   
  

 

 

 

If recognized, approximately $0.5 million of the $43.2 million of unrecognized tax benefits would affect the Company's effective tax rate.

The Company recognizes interest accrued related to unrecognized tax benefits in interest expense and penalties in income tax expense. As of March 31, 2012, the Company has recognized $0.1 million of accrued interest and penalties related to uncertain tax positions.

The Company is subject to taxation in the U.S. and various states and foreign jurisdictions.

Effectively, all of the Company's historical tax years are subject to examination by the Internal Revenue Service and various state jurisdictions due to the generation of net operating loss and credit carryforwards. With few exceptions, the Company is no longer subject to foreign examinations by tax authorities for years before 2008.

The Company does not foresee significant changes to its unrecognized tax benefits within the next twelve months.

XML 41 R11.htm IDEA: XBRL DOCUMENT v2.4.0.6
Stockholders' Equity
12 Months Ended
Mar. 31, 2012
Stockholders' Equity [Abstract]  
Stockholders' Equity

5. Stockholders' Equity

Preferred Stock

The Certificate of Incorporation allows for the issuance of up to two million shares of preferred stock in one or more series and to fix the rights, preferences, privileges and restrictions thereof, including dividend rights, dividend rates, conversion rights, voting rights, terms of redemption, redemption prices, liquidation preferences, and the number of shares constituting any series of the designation of such series, without further vote or action by the stockholders.

Common Stock

At March 31, 2012 the Company had 375.0 million shares authorized for issuance and approximately 61.9 million shares issued and outstanding. At March 31, 2011, there were approximately 63.7 million shares issued and outstanding.

 

Stock Repurchase Program

In August 2004, the Board authorized a stock repurchase program for the repurchase of up to $200.0 million of the Company's common stock. Under the program, the Company is authorized to make purchases in the open market or enter into structured stock repurchase agreements. In October 2008, the Board increased the stock repurchase program by $100.0 million. During the fiscal year ended March 31, 2012, 3.5 million shares were repurchased on the open market at a weighted average price of $5.98 per share. During the fiscal year ended March 31, 2011, 3.7 million shares were repurchased on the open market at a weighted average price of $10.70 per share. From the time the program was first implemented in August 2004, the Company has repurchased on the open market a total of 17.2 million shares at a weighted average price of $10.08 per share. All repurchased shares were retired upon delivery to the Company.

In February 2011, the Company entered into a Rule 10b5-1 plan to repurchase up to 3.0 million shares of its common stock at various price parameters. Included in the open market repurchases during the year ended March 31, 2012 are 0.3 million shares that were repurchased under this Rule 10b5-1 plan at a weighted average price of $9.98 per share. At the time, in May 2011, this Rule 10b5-1 plan was cancelled, the Company repurchased 1.0 million shares at a weighted average price of $10.00 per share under this Rule 10b5-1 plan.

The Company also utilizes structured stock repurchase agreements to buy back shares which are prepaid written put options on its common stock. The Company pays a fixed sum of cash upon execution of each agreement in exchange for the right to receive either a pre-determined amount of cash or stock depending on the closing market price of its common stock on the expiration date of the agreement. Upon expiration of each agreement, if the closing market price of its common stock is above the pre-determined price, the Company will have its cash investment returned with a premium. If the closing market price is at or below the pre-determined price, the Company will receive the number of shares specified at the agreement inception. The Company considers the guidance in ASC Topic 480-10, Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity and ASC Topic 815-40, Accounting for Derivative Financial Instruments Indexed to, and Potentially Settled in, a Company's Own Stock. Any cash received, including the premium, is treated as additional paid-in capital on the balance sheet.

During the fiscal year ended March 31, 2012 and 2011, the Company entered into structured stock repurchase agreements totaling $10.0 million during each period. For those agreements that had been settled during the fiscal year ended March 31, 2012, the Company received 1.0 million in shares of its common stock at an effective purchase price of $9.74 per share from the settled structured stock repurchase agreements. For those agreements that had been settled during the fiscal year ended March 31, 2011, the Company received $15.5 million in cash and 0.5 million in shares of its common stock at an effective purchase price of $10.01 per share from the settled structured stock repurchase agreements. At March 31, 2012, the Company had no outstanding structured stock repurchase agreements. From the inception of the Company's most recent stock repurchase program in August 2004, it entered into structured stock repurchase agreements totaling $277.5 million. Upon settlement of these agreements, as of March 31, 2012, the Company received $179.8 million in cash and 10.0 million shares of its common stock at an effective purchase price of $9.78 per share.

 

The table below is a plan-to-date summary of the Company's repurchase program activity as of March 31, 2012 (in thousands, except per share data):

 

     Aggregate
Price
     Repurchased
Shares
     Average Price
Per Share
 

Stock repurchase program

        

Authorized amount

   $ 300,000       $ —         $ —     

Open market repurchases

     172,958         17,158         10.08   

Structured stock repurchase agreements*

     110,517         9,989         11.06   
  

 

 

    

 

 

    

 

 

 

Total repurchases

   $ 283,475       $ 27,147       $ 10.44   
  

 

 

    

 

 

    

 

 

 

Available for repurchase

   $ 16,525         
  

 

 

       

* The amounts above do not include gains recorded to additional paid-in-capital of $12.8 million from structured stock repurchase agreements which settled in cash. The average price per share for structured stock repurchase agreements adjusted for gains from settlements in cash would have been $9.78 per share and for total repurchases would have been $9.97 per share.

Stock Options

The Company has granted stock options to employees and non-employee directors under several plans. These option plans include two stockholder-approved plans (the 1992 Stock Option Plan and 1997 Directors' Stock Option Plan) and four plans not approved by stockholders (the 2000 Equity Incentive Plan, Cimaron Communications Corporation's 1998 Stock Incentive Plan assumed in the fiscal 1999 merger, and JNI Corporation's 1997 and 1999 Stock Option Plans assumed in the fiscal 2004 merger). Certain other outstanding options were assumed through the Company's various acquisitions.

In April 2011, the Compensation Committee and the Board of Directors approved the Company's 2011 Equity Incentive Plan ("2011 Plan"). The Company's stockholders approved the 2011 Plan during its August 2011 annual meeting. The 2011 Plan serves as a successor to the 1992 Plan and no additional equity awards will be granted under the 1992 Plan. The total number of shares of common stock reserved for issuance under the 2011 Plan consists of 4.2 million shares plus up to 10.9 million shares subject to any stock awards under the 1992 Plan or the 2000 Plan that terminate or are forfeited or repurchased and would otherwise be returned to the share reserve under the 1992 Plan or the 2000 Plan, respectively.

The Board has delegated administration of the Company's equity plans to the Compensation Committee, which generally determines eligibility, vesting schedules and other terms for awards granted under the plans. Options under the plans expire not more than ten years from the date of grant and are generally exercisable upon vesting. Vesting generally occurs over four years. New hire grants generally vest and become exercisable at the rate of 25% on the first anniversary of the date of grant and ratably on a monthly basis over a period of 36 months thereafter; subsequent option grants to existing employees generally vest and become exercisable ratably on a monthly basis over a period of 48 months measured from the date of grant.

In May 2009, Dr. Gopi, our CEO, was awarded 300,000 stock options for "Extraordinary Accomplishment." The Black-Scholes value of these stock options is $1.1 million. These options will vest only if Company performance milestones are satisfied; otherwise they will expire unvested. The first milestone for 75,000 shares will vest only if we achieve an annual revenue target of $270 million or more for any fiscal year from fiscal 2010 through fiscal 2013. The next milestone for another 75,000 shares will vest only if we achieve an annual revenue target of $310 million or more for any fiscal year from fiscal 2010 through fiscal 2013 or an annual revenue target of $350 million or more for fiscal 2014. The last milestone for 150,000 shares will vest only if we achieve an annual operating margin of 13.5% of annual revenue or higher in fiscal 2013 or 15% or higher for any fiscal year from fiscal 2010 through fiscal 2012. The Company evaluates the probability of achieving the milestones and adjusts any stock option expense accordingly.

In February 2012, Dr. Gopi, our CEO, was awarded 500,000 restricted stock units. The Black-Scholes value of these stock options is $3.7 million. These options will vest only if the Company's performance milestones relating to the Veloce merger are satisfied; otherwise they will expire unvested. The Company evaluates the probability of achieving the milestones and adjusts any stock option expense accordingly.

At March 31, 2012, 2011, and 2010 there were no shares of common stock subject to repurchase. Options are granted at prices at least equal to fair value of the Company's common stock on the date of grant.

A summary of the Company's stock option activity and related information is as follows (options in thousands):

 

     Fiscal Years Ended March 31,  
     2012      2011      2010  
     Options     Weighted
Average
Exercise
Price
     Options     Weighted
Average
Exercise
Price
     Options     Weighted
Average
Exercise
Price
 

Outstanding at the beginning of the year

     5,390      $ 11.91         6,310      $ 11.76         7,923      $ 13.60   

Granted and assumed

     250        10.10         599        11.89         1,141        7.55   

Exercised

     (156     5.11         (549     7.32         (407     4.92   

Forfeited

     (1,320     16.20         (970     13.60         (2,347     17.09   
  

 

 

   

 

 

    

 

 

   

 

 

    

 

 

   

 

 

 

Outstanding at the end of the year

     4,164      $ 10.67         5,390      $ 11.90         6,310      $ 11.76   
  

 

 

   

 

 

    

 

 

   

 

 

    

 

 

   

 

 

 

Vested and expected to vest at the end of the year

     4,112      $ 10.69         5,288      $ 11.96         6,156      $ 11.88   
  

 

 

   

 

 

    

 

 

   

 

 

    

 

 

   

 

 

 

Vested at the end of the year

     3,119      $ 11.28         3,810      $ 13.35         4,125      $ 14.21   
  

 

 

   

 

 

    

 

 

   

 

 

    

 

 

   

 

 

 

While the Company's stock options outstanding at the end of the year have decreased since the fiscal year ended March 31, 2010, there has been a corresponding increase in the Company's restricted stock unit activity. See "Restricted Stock Units."

The following is a further breakdown of the options outstanding at March 31, 2012 (options in thousands):

 

Range of Exercise Prices

   Options
Outstanding
     Weighted
Average
Remaining
Contractual
Life
     Weighted
Average
Exercise Price
     Options
Exercisable
     Weighted
Average
Exercise Price
 

$  0.52 - $   7.12

     922         3.58       $ 6.38         459       $ 5.10   

    7.13 -       8.07

     854         4.57         7.71         752         7.7   

    8.08 -     11.86

     976         5.39         10.34         609         10.09   

  11.87 -     14.40

     853         3.80         12.95         740         13.06   

  14.41 -     26.60

     559         2.09         19.38         559         19.38   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

$  0.52 - $  26.60

     4,164         4.05       $ 10.67         3,119       $ 11.28   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

As of March 31, 2012, the aggregate pre-tax intrinsic value of options outstanding and exercisable was $0.5 million and options outstanding was $0.6 million. The aggregate pre-tax intrinsic value of options exercised during the fiscal year ended March 31, 2011 was $2.1 million.

 

Restricted Stock Units

The Company has granted restricted stock units ("RSUs") pursuant to its 1992 Plan and 2000 Equity Incentive Plan as part of its regular annual employee equity compensation review program as well as to new hires. RSUs are share awards that, upon vesting, will deliver to the holder shares of the Company's common stock. Generally, RSUs vest ratably on a quarterly basis over four years from the date of grant. For employees hired after May 15, 2006, RSUs will vest on a quarterly basis over four years from the date of hire provided that no shares will vest during the first year of employment, at the end of which the shares that would have vested during that year will vest and the remaining shares will vest over the remaining 12 quarters.

In May 2009, the Company issued three-year performance-based RSU grants, or "EBITDA" Grants. Vesting for the EBITDA Grants is subject to (i) the Company's performance as measured by earnings before interest, taxes, depreciation and amortization ("EBITDA"), and (ii) individual performance as measured by the accomplishment of goals and objectives. For the fiscal year ended March 31, 2012, no EBITDA performance awards vested as the Company did not exceed its "stretch" EBITDA target. For the fiscal years ended March 31, 2011 and 2010, 36% and 34%, respectively, of the three-year performance pool had vested because the Company's performance did exceed its "stretch" EBITDA target. The Company evaluates the probability of achieving the milestones and adjusts any RSU expense which is included in stock-based compensation expense. The EBITDA1 grant was completed in 2012 and no additional grants will be made under this grant.

In April 2011, the Committee authorized additional three-year performance-based RSU grants, or "EBITDA2" Grants. EBITDA2 Grants are similar to the EBITDA Grant program introduced in 2009 with one major exception. For Vice Presidents, the Company EBITDA attainment scale must be 50% or more for RSU share vesting to occur in that year. As with the previous EBITDA program, unearned amounts based on Company performance will roll over to the subsequent year, offering a "make-up" opportunity based on future company performance and unvested RSU shares remaining at the end of the three-year program period will expire unvested. The Company evaluates the probability of achieving the milestones and adjusts any RSU expense which is included in stock-based compensation expense.

In November 2011, the Committee authorized additional 18-month performance-based RSU grants, or "Performance Retention Grants", which are intended to incentivize superior performance and retain key employees. Vesting for the Performance Retention Grants is subject to (i) the accomplishment of goals and objectives of the individual's business unit and (ii) individual performance as measured by the accomplishment of individual goals and objectives. These RSU shares vest 2/3 after one year, with certain unearned amounts able to roll over to the subsequent vesting period, and 1/3 after 18 months. Unvested RSU shares remaining at the end of the 18-month program period will expire unvested. The Company evaluates the probability of achieving the goals and objectives and adjusts any RSU expense which is included in stock-based compensation expense.

A summary of the Company's restricted stock unit activity and related information in the three fiscal years ended March 31, 2012 is as follows (shares in thousands):

 

     Fiscal Years Ended March 31,  
         2012             2011             2010      

Outstanding at the beginning of the year

     3,074        3,687        1,467   

Awarded during the year

     8,833        1,584        3,716   

Vested during the year

     (1,701     (1,557     (624

Cancelled during the year

     (962     (640     (872
  

 

 

   

 

 

   

 

 

 

Outstanding at the end of the year

     9,244        3,074        3,687   
  

 

 

   

 

 

   

 

 

 

 

The weighted average remaining contractual term for the restricted stock units outstanding as of March 31, 2012 was 1.7 years.

As of March 31, 2012, the aggregate pre-tax intrinsic value of restricted stock units outstanding was $64.2 million and the aggregate pre-tax intrinsic value of restricted stock units released during the fiscal year ended March 31, 2012 was $15.5 million.

Employee Stock Purchase Plan

The Company has in effect an employee stock purchase plan under which 4.8 million shares of common stock was reserved for issuance. In August 2010, the Company's stockholders approved the proposal to increase the number of shares reserved for issuance to 6.3 million shares. Under the terms of this plan, purchases are made semiannually and the purchase price of the common stock is equal to 85% of the fair market value of the common stock on the first or last day of the offering period, whichever is lower. During the fiscal years ended March 31, 2012 and 2011, 0.9 million and 0.4 million respectively shares were issued each year under this plan. At March 31, 2012, 6.2 million shares had been issued under this plan and 0.9 million shares were available for future issuance.

Warrants

On May 17, 2009, the Company entered into a development agreement with Veloce pursuant to which Veloce agreed, among other things, to perform development work for the Company on an exclusive basis for up to five years for cash and other consideration, including a warrant to purchase shares of the Company's common stock (the "Warrant"). The Warrant vesting schedule was amended in conjunction with the amended development agreement on November 8, 2010. In connection with the Merger Agreement amendment entered into on April 5, 2012, the Company and Veloce further modified the Warrant by fully accelerating the vesting schedule thereunder. See Note 4 for further details of the agreements amended on April 5, 2012.

The Warrant expires on July 15, 2014 and has an exercise price of $0.01 per share. The Warrant was 69% vested as of March 31, 2012. The remaining Warrant shares were scheduled to vest quarterly through December 2012, but were fully accelerated effective April 5, 2012. A portion of the vested shares has been committed to be distributed to the employees of Veloce. Such committed portion has been and will continue to be settled in cash instead of common stock, pursuant to which Veloce sells the committed shares and distributes the proceeds to its employees. Therefore, the Company has recognized stock-based compensation expense which is included in R&D expense and recorded a corresponding liability for the amount to be distributed as of March 31, 2012. No stock-based compensation expense has been recognized for the portion of the Warrant that has been retained by Veloce.

Common Shares Reserved for Future Issuance

At March 31, 2012, the Company has the following shares of common stock reserved for issuance upon the exercise of equity instruments (in thousands):

 

Options granted and outstanding

     4,164   

Restricted Stock Units

     9,244   

Options and RSUs authorized for future grants

     1,231   

Employee Stock Purchase Plan

     898   

Warrants outstanding

     203   
  

 

 

 
     15,740   
  

 

 

 

 

XML 42 R19.htm IDEA: XBRL DOCUMENT v2.4.0.6
Sale Of The 3ware Storage Adapter Business To LSI Corporation
12 Months Ended
Mar. 31, 2012
Sale Of The 3ware Storage Adapter Business To LSI Corporation [Abstract]  
Sale Of The 3ware Storage Adapter Business To LSI Corporation

13. Sale of the 3ware Storage Adapter Business to LSI Corporation

On April 5, 2009, the Company entered into a Purchase Agreement with LSI Corporation ("LSI"). Under the Purchase Agreement, the Company agreed to sell to LSI substantially all of the operating assets (other than patents) primarily used or held for use in its 3ware storage adapter business (the "Storage Business") but retaining certain assets, including patents, cash, accounts receivable and accounts payable, even if related to the Storage Business (the "Transaction"). The assets sold included customer contracts, inventory, fixed assets, certain intellectual property and other assets, as well as rights to the name "3ware."

The Company completed the Transaction on April 21, 2009. After adjustments for the level of inventory of $0.7 million and products in the channel of $0.8 million, the final adjusted price of the Transaction was approximately $21.5 million for a gain of $11.4 million. During the fiscal year ended March 31, 2010, the Company and LSI reached an agreement to end the warranty support portion of the Purchase Agreement. As a result of the Transaction, the Company decreased its number of full-time employees by 56.

The Company has reclassified the financial results of the 3ware storage adapter business as discontinued operations for all periods presented.

XML 43 R15.htm IDEA: XBRL DOCUMENT v2.4.0.6
Employee Retirement Plan
12 Months Ended
Mar. 31, 2012
Employee Retirement Plan [Abstract]  
Employee Retirement Plan

9. Employee Retirement Plan

Effective January 1, 1986, the Company established a 401(k) defined contribution retirement plan ("Retirement Plan") covering all full-time employees. The Retirement Plan provides for voluntary employee contributions from 1% to 20% of annual compensation, subject to a maximum limit allowed by Internal Revenue Service guidelines. The Company may contribute such amounts as determined by the Board. Employer contributions vest to participants at a rate of 33% per year of service for the first three years of service and 100% thereafter for each year of service. The Company did not make any contributions to the plan for the fiscal years ended March 31, 2012, 2011 and 2010, respectively.

XML 44 R13.htm IDEA: XBRL DOCUMENT v2.4.0.6
Restructuring Charges
12 Months Ended
Mar. 31, 2012
Restructuring Charges [Abstract]  
Restructuring Charges

7. Restructuring Charges

The Company recognizes restructuring costs associated with exit or disposal activities. Cost relating to facilities closure or lease commitments are recognized when the facility has been exited. Termination costs are recognized when the cost are deemed both probable and estimable. Over the last several years, the Company has undertaken significant restructuring activities under several plans in an effort to reduce operating costs. A combined summary of the recent activity of the restructuring programs initiated by the Company is as follows (in thousands):

 

     Workforce
Reduction
    Facilities
Consolidation
and
Operating
Lease
Commitments
    Total  

Liability, March 31, 2010

   $ 393      $ 190      $ 583   

Restructuring charges

     486        112        598   

Cash payments

     (831     (284     (1,115

Reductions to estimated liability

     (48     (18     (66
  

 

 

   

 

 

   

 

 

 

Liability, March 31, 2011

   $ —        $ —        $ —     
  

 

 

   

 

 

   

 

 

 

Restructuring charges

   $ 913      $ —        $ 913   

Cash payments

     (875     —          (875

Reductions to estimated liability

     (38     —          (38
  

 

 

   

 

 

   

 

 

 

Liability, March 31, 2012

   $ —        $ —        $ —     
  

 

 

   

 

 

   

 

 

 

 

Prior Fiscal Years' Completed Restructuring Programs

The February 2009 restructuring program was implemented to reduce its expenses and excess capacity in response to the worsening economic conditions. The restructuring program consisted of the elimination of approximately 100 positions. As a result of the February 2009 restructuring program, the Company recorded a net charge of $7.8 million, consisting of $4.7 million for employee severances, $0.8 million for operating lease impairments, $1.5 million in contract cancellation charges for a cancelled project and $0.8 million for an asset impairment.

The January 2010 restructuring program was implemented as part of the Company's ongoing cost reduction efforts and to better align its global operations to achieve greater efficiencies. The Company moved some of its functions offshore, which will allow it to be much closer to its third party subcontract manufacturers, thus reducing costs by taking advantage of its global cost structure and improving efficiencies by eliminating the delays inherent in working in different time zones. The January 2010 restructuring plan includes eliminating or relocating 63 positions. As a result of the January 2010 restructuring program, the Company recorded a charge of $1.0 million, consisting of $0.6 million for employee severances and $0.4 million for an asset impairment in fiscal 2010. During the fiscal year ended March 31, 2011, the Company recorded an additional charge of $0.5 million for employee severances.

The Company has completed all the restructuring activities as described above.

April 2011 Restructuring Program

The April 2011 restructuring program was implemented as part of the Company's ongoing cost reduction efforts and to better align its global operations to achieve greater efficiencies. The Company moved more of its functions offshore, which will allow it to be closer and more connected to its customer's third party subcontract manufacturers. The April 2011 restructuring plan includes eliminating or relocating 25 positions. As a result of the April 2011 restructuring program, the Company recorded a charge of $0.9 million for employee severances during the year ended March 31, 2012. All amounts relating to this restructuring action were paid as of March 31, 2012.

XML 45 R14.htm IDEA: XBRL DOCUMENT v2.4.0.6
Commitments
12 Months Ended
Mar. 31, 2012
Commitments [Abstract]  
Commitments

8. Commitments

The Company leases certain of its facilities under long-term operating leases, which expire at various dates through the fiscal year ending March 31, 2016. The lease agreements frequently include renewal or other provisions, which require the Company to pay taxes, insurance, maintenance costs or defined rent increases. The Company also licenses certain engineering design software tools under non-cancelable operating leases.

The following table summarizes the Company's contractual operating leases as of March 31, 2012 (in thousands):

 

     Operating
Leases
 

Fiscal Years Ending March 31, 2013

   $ 2,337   

2014

     2,062   

2015

     950   

2016

     155   
  

 

 

 

Total minimum payments

   $ 5,504   
  

 

 

 

 

The Company did not have any off balance sheet arrangements at March 31, 2012.

Rent expense (including short-term leases and net of sublease income) for the years ended March 31, 2012, 2011, and 2010 was $2.6 million, $2.9 million, and $3.0 million, respectively.

XML 46 R16.htm IDEA: XBRL DOCUMENT v2.4.0.6
Significant Customer And Geographic Information
12 Months Ended
Mar. 31, 2012
Significant Customer And Geographic Information [Abstract]  
Significant Customer And Geographic Information

10. Significant Customer and Geographic Information

Based on direct shipments, net revenues to customers that was equal to or greater than 10% of total net revenues in any of the three fiscal years ended March 31, 2012 were as follows:

 

     2012     2011     2010  

Avnet (distributor)

     20     29     30

Wintec (global logistics provider)

     20     —          —     

Flextronics

     11     —          —     

Hon Hai (sub-contract manufacturer)

     —       14     13

* Less than 10% of total net revenues for period indicated.

Net revenues by geographic region were as follows (in thousands):

 

     Fiscal Years Ended March 31,  
     2012      2011      2010  

United States of America

   $ 99,214       $ 81,113       $ 68,817   

Taiwan*

     20,950         45,489         33,118   

Hong Kong

     21,458         24,747         16,171   

China

     4,503         9,030         15,427   

Europe

     41,691         45,714         35,372   

Japan

     13,596         9,305         5,580   

Malaysia

     8,276         8,258         3,843   

Singapore

     14,011         11,808         16,123   

Other Asia

     5,790         9,394         2,597   

Other

     1,398         2,852         8,550   
  

 

 

    

 

 

    

 

 

 
   $ 230,887       $ 247,710       $ 205,598   
  

 

 

    

 

 

    

 

 

 

* The change is primarily due to a major end customer changing its logistics management program.

All of our revenues are primarily denominated in U.S. dollars, other than revenues that account for less than 10% of our total revenues, which are denominated primarily in Danish Kroner.

As of March 31, 2012, 2011 and 2010, long-lived assets, which represent property, plant and equipment, goodwill and intangible assets, net of accumulated depreciation and amortization, located outside the Americas were not material.

 

XML 47 R21.htm IDEA: XBRL DOCUMENT v2.4.0.6
Schedule II - Valuation And Qualifying Accounts
12 Months Ended
Mar. 31, 2012
Schedule II - Valuation And Qualifying Accounts [Abstract]  
Schedule II - Valuation And Qualifying Accounts

SCHEDULE II — VALUATION AND QUALIFYING ACCOUNTS

 

Description

   Balance at
Beginning of
Period
     Charged (Credited)
to Costs and
Expenses
    From
Acquisition
    Deductions     Balance at
End of
Period
 
     (In thousands)  

Year ended March 31, 2012:

           

Allowance for doubtful accounts

   $ 1,324       $ (13   $ (28   $ (184   $ 1,099   
  

 

 

    

 

 

   

 

 

   

 

 

   

 

 

 

Year ended March 31, 2011:

           

Allowance for doubtful accounts

   $ 715       $ 125      $ 484      $ —        $ 1,324   
  

 

 

    

 

 

   

 

 

   

 

 

   

 

 

 

Year ended March 31, 2010:

           

Allowance for doubtful accounts

   $ 1,151       $ (404   $ —        $ (32   $ 715   
  

 

 

    

 

 

   

 

 

   

 

 

   

 

 

 

 

XML 48 R5.htm IDEA: XBRL DOCUMENT v2.4.0.6
Consolidated Statements Of Cash Flows (USD $)
In Thousands, unless otherwise specified
12 Months Ended
Mar. 31, 2012
Mar. 31, 2011
Mar. 31, 2010
Operating activities:      
Net loss $ (82,688) $ (1,006) $ (7,485)
Adjustments to reconcile net loss to net cash (used in) provided by operating activities:      
Depreciation 8,436 7,243 6,778
Amortization of purchased intangibles 6,754 17,167 16,117
Stock-based compensation expense:      
Stock options 5,298 5,592 4,125
Restricted stock units 13,076 11,092 9,557
Veloce accrued liability 60,400    
Non-cash restructuring charges     359
Acquisition related adjustment (2,532)    
Capitalization of mask set cost   (1,177)  
(Gain) impairment on strategic investment, net (7,147)   2,000
Impairment of short term investments and marketable securities     4,287
Tax benefit from other comprehensive income (123)   (6,204)
Net gain (loss) on disposals of property 10 (322) 145
Net gain on sale of storage business unit     (11,366)
Changes in operating assets and liabilities, net of amounts acquired:      
Accounts receivable (2,669) 3,465 (5,355)
Inventories 3,317 (11,174) 10,754
Other assets (3,903) (1,561) (237)
Accounts payable (4,451) 1,842 2,245
Accrued payroll and other accrued liabilities (2,860) (1,162) (7,077)
Deferred revenue (270) 956 (1,776)
Net cash (used in) provided by operating activities (9,352) 30,955 16,867
Investing activities:      
Proceeds from sales and maturities of short-term investments 101,222 121,876 185,724
Purchases of short-term investments (103,046) (124,950) (173,265)
Purchase of property, equipment and other assets (13,264) (9,740) (7,532)
Proceeds from the sale of strategic investment   4,991  
Purchase of strategic investment/s (4,750) (330) (1,000)
Proceeds from sale of storage business unit     21,527
Proceeds from sale of property and equipment   365  
Purchase of a business, net of cash acquired   (31,484)  
Net cash (used for) provided by investing activities (19,838) (39,272) 25,454
Financing activities:      
Proceeds from issuance of common stock 6,736 8,045 3,825
Funding of restricted stock units withheld for taxes (2,864) (2,746) (870)
Repurchase of common stock (20,852) (40,063) (8,076)
Funding of structured stock repurchase agreements (10,000) (10,000) (41,797)
Funds received from structured stock repurchase agreements, including gains   15,512 27,751
Other (167) (555) 35
Net cash used for financing activities (27,147) (29,807) (19,132)
Net (decrease) increase in cash and cash equivalents (56,337) (38,124) 23,189
Cash and cash equivalents at beginning of year 84,402 122,526 99,337
Cash and cash equivalents at end of year 28,065 84,402 122,526
Supplementary cash flow disclosure:      
Cash paid for Income taxes $ 692 $ 327 $ 48
XML 49 R10.htm IDEA: XBRL DOCUMENT v2.4.0.6
Veloce
12 Months Ended
Mar. 31, 2012
Veloce [Abstract]  
Veloce

4. Veloce

The Company and Veloce are parties to a development agreement, dated as of May 17, 2009, as amended on November 8, 2010 and July 18, 2011 (the "Development Agreement") pursuant to which Veloce has agreed to perform product development work for the Company on an exclusive basis for up to five years for cash and other consideration, including a warrant to purchase shares of the Company's common stock which was scheduled to vest in quarterly increments through December 2012. A portion of the vested warrant has been committed to be distributed to the employees of Veloce and will be settled in cash instead of common stock. Therefore, the Company has recognized stock-based compensation expense in R&D expense and recorded a corresponding liability for this distribution in the Company's consolidated financial statements. The warrant was 69% vested as of March 31, 2012.

Pursuant to the Development Agreement, the Company is paying Veloce $2.3 million per quarter for up to twelve consecutive quarters in order to assist Veloce in meeting its expenses to perform its obligations under the agreement. In July 2011, the Company agreed to pay Veloce an additional $2.0 million over four quarters to cover certain increased expenses under the Development Agreement. These additional payments started in July 2011 and will end in the quarter ending June 30, 2012, or earlier in the event the Company acquires Veloce. The Company recognizes the payments as research and development expenses when such operating costs have been incurred by Veloce. During the fiscal years ended March 31, 2012, 2011 and 2010, the Company recognized $13.1 million, $11.2 million and $6.2 million of costs incurred by Veloce as research and development expense, respectively.

The Company proposes to acquire Veloce in accordance with the terms and conditions of the Agreement and Plan of Merger, entered into as of May 17, 2009, as amended by Amendment No. 1 to Agreement and Plan of Merger, entered into as of November 8, 2010 (the "First Amendment"), and collectively referred to as "Original Merger Agreement". Under the Original Merger Agreement, the Company agreed to acquire Veloce if certain performance milestones and delivery schedules set forth therein are achieved. Should the Company acquire Veloce pursuant to the Original Merger Agreement, the purchase price payable by the Company was estimated to be in the range of approximately $7 million up to approximately $135 million. The final price would be based upon the achievement and timing of multiple product development milestones, as adjusted based upon actual technical performance results.

Upon entering into the Development Agreement and the Original Merger Agreement, the consolidated financial statements of the Company have included all of the accounts of Veloce for all fiscal years presented. For accounting purposes, the consideration payable for the acquisition of Veloce will be considered compensatory and will be recognized as research and development expense when the payment is deemed probable, estimable and earned. Recognition of these costs will occur when certain development and performance milestones become probable of achievement and earned. As of March 31, 2012, one significant performance and development milestone set forth under the Original Merger Agreement was considered probable of achievement. No other product development milestones included in the Original Merger Agreement were considered probable of achievement as of March 31, 2012.

On April 5, 2012 the Original Merger Agreement was amended ("Second Amendment"). Pursuant to the Second Amendment, the closing of the Company's acquisition of Veloce was set to occur upon achievement of a specified FPGA product development milestone by Veloce (the "FPGA II Milestone") and the satisfaction or waiver of certain closing conditions and consummation of certain other transactions contemplated by the Second Amendment (the "Closing"). The Closing currently is expected to occur during the first quarter of fiscal 2013.

 

Upon the Closing, each authorized share of Veloce's capital stock or share equivalent will convert into the right to receive, subject to the satisfaction of any vesting requirements, if applicable, a portion of the total consideration which consists of the following:

 

   

$60.4 million upon the Closing; and

 

   

Additional amounts ranging from 0 to $75 million, in the event that certain post-Closing product development milestones are achieved. These post-Closing product development milestones are generally consistent with the product development milestones that were established in connection with the Original Merger Agreement.

At the election of the Company, the consideration to be paid will be in cash, common stock of the Company or a combination of the two. The Company anticipates that a portion of the $60.4 million will be paid out at the Closing to the holders of Veloce common stock or stock equivalents and the remaining portion of the $60.4 million will be payable over a period that is expected to be in excess of twelve months, upon the satisfaction of additional vesting requirements.

One significant product development milestone included in both the First Amendment and Second Amendment was considered probable of achievement as of March 31, 2012. The Company estimated the amount earned by Veloce in connection with this product development milestone was equal to the consideration of $60.4 million that the Company has committed to pay upon the Closing. Accordingly, the Company has recognized $60.4 million of research and development expense for the fiscal year ended March 31, 2012. The total payment associated with this product development milestone may be greater than $60.4 million upon completion. The estimated total consideration to be paid in excess of the $60.4 million will be recognized ratably over the remaining estimated period to complete this product development milestone. As of March 31, 2012, the additional performance milestones included in the First Amendment were not considered probable of being achieved. Expense recognition in connection with additional consideration to be paid in future periods will begin when the product development milestones included in the Second Amendment become probable of achievement.

In connection with the Second Amendment, the Company and Veloce have also modified the warrant to purchase shares of the Company's common stock, previously granted to Veloce in May 2009 and amended in November 2010, by accelerating the vesting schedule to be fully vested as of April 5, 2012.

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Quarterly Financial Information
12 Months Ended
Mar. 31, 2012
Quarterly Financial Information [Abstract]  
Quarterly Financial Information

14. Quarterly Financial Information (unaudited)

The following table sets forth unaudited consolidated statements of operations data for each of the Company's last eight quarters. This quarterly information is unaudited and has been prepared on the same basis as the annual consolidated financial statements. In the Company's opinion, this quarterly information reflects all adjustments necessary for a fair presentation of the periods presented. The operating results for any quarter are not necessarily indicative of results for any future period.

 

     Fiscal Year Ended March 31, 2012     Fiscal Year Ended March 31, 2011  
     Q1     Q2     Q3     Q4(1)     Q1     Q2(2)      Q3     Q4(3)  
     (In thousands, except per share data)  

Net revenues

   $ 60,844      $ 64,929      $ 56,347      $ 48,767      $ 60,810      $ 65,953       $ 62,364      $ 58,583   

Cost of revenues

     26,331        27,704        23,795        20,974        22,485        23,435         23,886        25,476   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

    

 

 

   

 

 

 

Gross profit

     34,513        37,225        32,552        27,793        38,325        42,518         38,478        33,107   

Total operating expenses

     42,936        39,313        40,337        102,941        38,775        41,669         42,934        40,344   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

    

 

 

   

 

 

 

Operating income (loss)

     (8,423     (2,088     (7,785     (75,148     (450     849         (4,456     (7,237

Interest and other income

     1,356        1,517        914        7,897        2,081        3,102         2,325        3,179   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

    

 

 

   

 

 

 

Income (loss) from continuing operations before income taxes

     (7,067     (571     (6,871     (67,251     1,631        3,951         (2,131     (4,058

Income tax expense (benefit)

     (190     581        206        331        240        376         (170     (47
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

    

 

 

   

 

 

 

Income (loss)

     (6,877     (1,152     (7,077     (67,582     1,391        3,575         (1,961     (4,011
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

    

 

 

   

 

 

 

Net income (loss)

   $ (6,877   $ (1,152   $ (7,077   $ (67,582   $ 1,391      $ 3,575       $ (1,961   $ (4,011
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

    

 

 

   

 

 

 

Basic income(loss) per share

   $ (0.01   $ (0.02   $ (0.12   $ (1.10   $ 0.02      $ 0.05       $ (0.03   $ (0.06
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

    

 

 

   

 

 

 

Shares used in calculating basic net income (loss) per share

     63,878        62,526        60,990        61,587        66,005        65,752         64,647        64,236   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

    

 

 

   

 

 

 

Diluted income (loss) per share

   $ (0.11   $ (0.02   $ (0.12   $ (1.10   $ 0.02      $ 0.05       $ (0.03   $ (0.06
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

    

 

 

   

 

 

 

Shares used in calculating diluted net income (loss) per share

     63,878        62,526        60,990        61,587        68,735        68,021         64,647        64,236   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

    

 

 

   

 

 

 

(1) The consolidated operating results for the fourth quarter of fiscal 2012 included a charge of $60.4 million related to the Veloce initial consideration and a gain of $8.1 related to the sale of a strategic investment.
(2) The consolidated operating results for the second quarter of fiscal 2011 included $0.9 million in TPack acquisition related transaction costs.
(3) The consolidated operating results in the fourth quarter of fiscal 2011 included reversal of $1.5 million in bonus expense and $0.9 million in EBITA performance stock-based compensation expense.