INVENSENSE INC - 10-Q - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
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[February 14, 2012]

INVENSENSE INC - 10-Q - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

(Edgar Glimpses Via Acquire Media NewsEdge) The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the condensed consolidated financial statements and the notes to those statements included elsewhere in this Quarterly Report on Form 10-Q, the Consolidated Financial Statements and Notes thereto for the year ended April 3, 2011, and with management's discussion and analysis of our financial condition and results of operations included in our prospectus filed pursuant to Rule 424(b) under the Securities Act with the Securities and Exchange Commission on November 16, 2011.


This Quarterly Report on Form 10-Q, including this Management's Discussion and Analysis of Financial Condition and Results of Operations, includes a number of forward-looking statements that involve many risks and uncertainties.

Forward-looking statements are identified by the use of the words "would", "could", "will", "may", "expect", "believe", "should", "anticipate", "outlook", "if", "future", "intend", "plan", "estimate", "predict", "potential", "targets", "seek" or "continue" and similar words and phrases, including the negatives of these terms, or other variations of these terms, that denote future events.


These forward-looking statements include our expectations as to future sales of consumer electronics devices that could potentially integrate motion processors, our expectation that our products will remain a component of customers' products throughout any such product's life cycle, our belief that certain end-markets pose large growth opportunities for motion processing functionality, our ability to protect our intellectual property in the United States and abroad, our belief in the sufficiency of our cash flows to meet our needs and our future financial and operating results. These statements reflect our current views with respect to future events and our potential financial performance and are subject to risks and uncertainties that could cause our actual results and financial position to differ materially and adversely from what is projected or implied in any forward-looking statements included in this Form 10-Q. These factors include, but are not limited to, the risks described under Item 1A of Part II - "Risk Factors," Item 2 of Part I - "Management's Discussion and Analysis of Financial Condition and Results of Operations," elsewhere in this Quarterly Report on Form 10-Q and those discussed in other documents we file with the SEC.

We make these forward-looking statements based upon information available on the date of this Form 10-Q, and we have no obligation (and expressly disclaim any such obligation) to update or alter any forward-looking statements, whether as a result of new information or otherwise except as otherwise required by securities regulations.

Overview We are the pioneer and a global market leader in intelligent motion processing solutions. Our solutions are comprised of an integrated circuit (IC) that incorporates motion sensors, such as gyroscopes, with associated software on a single chip and are differentiated by their small form factor, high level of integration, performance, reliability and cost effectiveness. While our solutions have broad applicability, we currently target consumer electronics applications such as console and portable video gaming devices, smartphones, tablet devices, digital still and video cameras, smart TVs (including digital set-top boxes, televisions and multi-media HDDs), 3D mice, navigation devices, toys, and health and fitness accessories. We utilize a fabless model, leveraging current CMOS and MEMS foundries and semiconductor packaging supply chains.

We define motion processing as the ability to detect, measure, synthesize, analyze and digitize an object's motion in three-dimensional space. Our MotionProcessing solutions for consumer electronics applications span increasing levels of integration, from single-axis gyroscopes to fully-integrated, intelligent dual- and three-axis, and the industry's only six-axis, MotionProcessor units (MPUs). Our technology is comprised of five core proprietary components: our Nasiri-Fabrication platform, our advanced MEMS motion sensor designs, our application-specific mixed-signal circuitry for sensor signal processing, our sensor fusion algorithms in firmware that intelligently assimilate data from multiple sensors for use by end applications, and finally our MotionApps platform consisting of application program interfaces (APIs) and calibration algorithms.

26-------------------------------------------------------------------------------- Table of Contents Our current strategy is to continue targeting the consumer electronics market with integrated MotionProcessing solutions that meet or exceed the performance and cost requirements of consumer electronics manufacturers, are easy to integrate and set industry performance benchmarks. Our ability to secure new customers depends on winning competitive processes, known as design wins. These selection processes are typically lengthy, and, as a result, our sales cycles will vary based on the market served, whether the design win is with an existing or a new customer and whether our product being designed into our customer's device is a first generation or subsequent generation product. Because the sales cycle for our products is long, we can incur design and development support expenditures in circumstances where we do not ultimately recognize any net revenue. We do not receive long-term purchase commitments from any of our customers, all of whom purchase our products on a purchase order basis. While product life cycles in our target market vary by application, once one of our solutions is incorporated into a customer's design, we believe that our solution is likely to remain a component of the customer's product for its life cycle because of the time and expense associated with redesigning the product or substituting an alternative solution. The trend is also supported by the increased likelihood that once a customer introduces one of our products into one of their devices, we believe they are likely to introduce it into others.

Additionally, once a customer introduces one of our lower functionality sensors into their platforms, we believe they are more likely to adopt our more advanced integrated MotionProcessing solutions.

The history of our product development and sales and marketing efforts is, on a calendar year basis, as follows: • From our inception in 2003 through 2005, we were primarily engaged in the design and development of our analog gyroscopes. In this period, we also developed and refined our fabrication process, which we refer to as the Nasiri-Fabrication platform.

• In 2006, we began volume shipments of our IDG family of integrated X-Y dual-axis analog gyroscopes for the compact digital camera market, the first commercially available sensors of that type. Subsequently, through 2008, we developed and shipped successive generations of these gyroscopes with enhanced performance and reduced die sizes. We began high-volume shipments of our IDG-600 to Nintendo beginning in May 2008.

• In 2009, we began shipping enhanced and alternative versions of our single- and dual-axis analog gyroscopes as well as our ITG family of X-Y-Z three-axis digital output gyroscopes. We alsosignificantly accelerated shipments of our products due to the broad market adoption of the Nintendo Wii MotionPlus accessory. In addition, we migrated our manufacturing processes to larger wafer sizes enablingsignificant cost efficiencies.

• In 2010, we began volume shipments of our MPU-3000 family of motion processors with digital output, three-axis gyroscopes, and software development kits, designed to enable faster motion processing application development. In addition, we started shipping our ITG- and IMU-3000 family of products, which address a broader array of consumer applications than our analog products. We also startedsampling our MPU-6000 family of integrated six-axis MotionProcessors that integrate a three-axis gyroscope and three-axis accelerometer on one chip with our MotionApps platform.

• In 2011, our ITG/IMU/MPU-3000 family of products started high volume shipments for the portable gaming, smart TVs, smartphone and tablet markets.

• In 2011, we began volume shipments of our MPU-6000 family of motion processors with broad acceptance across the mobile ecosystem.

Our fiscal periods end on Sundays, rather than the end of each calendar period.

Our fiscal year is either a 52- or 53-week period, and ends on the Sunday closest to March 31. The third fiscal quarter in each of our two most recent fiscal years ended on January 1, 2011 ("three months ended January 1, 2011") and December 26, 2010 ("three months ended December 26, 2010"). References to the period end financial data as of the quarter ended January 1, 2012 and fiscal year ended April 3, 2011 are hereafter referred to as "January 2012" and "April 2011".

27 -------------------------------------------------------------------------------- Table of Contents Critical Accounting Policies and Estimates Our condensed consolidated financial statements and the related notes included elsewhere in this Quarterly Report on Form 10-Q are prepared in accordance with accounting principles generally accepted in the United States. The preparation of these condensed consolidated financial statements requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, net revenue, costs, and expenses, and any related disclosures. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances. Changes in accounting estimates are reasonably likely to occur from period to period. Accordingly, actual results could differ significantly from the estimates made by our management. We evaluate our estimates and assumptions on an ongoing basis. To the extent that there are material differences between these estimates and our actual results, our future financial statement presentation, financial condition results of operations and cash flows will be affected.

We believe that the assumptions and estimates associated with revenue recognition, income taxes, inventory valuation stock-based compensation, and financial instruments with characteristics of both liabilities and equity have the greatest potential impact on our condensed consolidated financial statements. Therefore, we consider these to be our critical accounting policies and estimates.

There have been no material changes to the our critical accounting policies and estimates as compared to the critical accounting policies and estimates described in our Prospectus filed pursuant to Rule 424(b) under the Securities Act of 1933 with the Securities and Exchange Commission on November 15, 2011 (our "Prospectus").

Basis of Presentation Net Revenue We derive our net revenue from sales of our integrated MotionProcessing solutions. We primarily sell our products through our worldwide sales organization directly to manufacturers of consumer electronics devices. To date, a significant majority of our net revenue has been derived from these direct sales, and we expect this trend to continue for the foreseeable future. We also sell our products through an indirect channel of distributors that fulfill orders for our products from manufacturers of consumer electronics devices, original design manufacturers and contract manufacturers.

We primarily sell our products directly to customers and distributors in Asia, which constituted 91% and 98% of our net revenue for the first nine months of fiscal 2012 and 2011, respectively. For additional information about net revenue by geographic region, refer to note 1 to our condensed consolidated financial statements included in this report.

We believe that a substantial majority of our net revenue will continue to come from sales to customers located in Asia, where most of the manufacturers of consumer electronics devices that use and may in the future use our products are located. As a result of this regional customer concentration, we may be subject to economic and political events and other developments that impact our customers in Asia. For more information, see the section titled "Risk Factors-Our business, financial condition and results of operations could be adversely affected by the political and economic conditions of the countries in which we conduct business." Gross Profit Gross profit is the difference between net revenue and the cost of revenue. Cost of revenue primarily consists of manufacturing, packaging, assembly and testing costs for our products, shipping costs, costs of personnel, including stock-based compensation, warranty costs, and write-downs for excess and obsolete inventory.

28 -------------------------------------------------------------------------------- Table of Contents We price our products based on market and competitive conditions and periodically reduce the price of our products as market and competitive conditions change. Typically we experience price decreases over the life cycle of our products, which may vary by market and customer. As a result, if we are not able to decrease the cost of our products in line with the price decreases of our products, we may experience a reduction in our gross profit. Gross profit has been and will continue to be affected by a variety of factors, including: • demand for our products and services; • product manufacturing yields; • write-downs of inventory for excess quantity and technological obsolescence; • new product introductions and enhancements both by us and by our competitors; • product mix and average selling prices; • the proportion of our products that are sold through direct versus indirect channels; • our ability to attain volume manufacturing pricing from our foundry partners and suppliers; and • growth in our headcount and other related costs incurred in our organization.

Research and Development Research and development expense primarily consists of personnel related expenses (including stock based compensation), intellectual property license costs, reference design development costs, development testing and evaluation costs, depreciation expense and allocated occupancy costs. Research and development activities include the design of new products, refinement of existing products and processes and design of test methodologies, including hardware and software to ensure compliance with required specifications. All research and development costs are expensed as incurred. We expect our research and development expenses to increase on an absolute basis as we continue to expand our product offerings and enhance existing products.

Selling, General and Administrative Selling, general and administrative expense primarily consists of personnel related expenses (including stock based compensation), sales commissions, field application engineering support, travel costs, professional and consulting fees, legal fees, depreciation expense and allocated occupancy costs. We expect selling, general and administrative expenses to increase on an absolute basis in the future as we expand our sales, marketing, finance and administrative personnel, and we incur additional expenses associated with operating as a public company.

Change in Fair Value of Warrant Liabilities Change in fair value of warrant liabilities includes the changes in the fair value of our warrants as required by ASC 815-40-15.

Income Tax Provision The provision for income taxes consists of our estimated Federal, State and foreign income taxes based on our pre-tax income. Our provision differs from the federal statutory rate primarily due to expenses that are not deductible for income taxes such as the changes in fair value of our warrant liability and certain stock-based compensation, research and development credits and state income taxes.

We have expanded our international operations and staff to better support our expansion in international markets. This business expansion has included an international structure that, among other things, consists of research and development cost-sharing arrangements, certain licenses and other contractual arrangements between us and our wholly owned foreign subsidiaries. These arrangements are intended to result in a percentage of our pre-tax income being subject to foreign tax at relatively lower tax rates when compared to the U.S.

federal statutory tax rate. As a result, our effective tax rate is expected to be lower than the U.S. federal statutory rate in future fiscal years as we completed the implementation of our international structure in fiscal year 2011.

However, the realization of any expected tax benefits is contingent upon numerous factors, including the judgments of tax authorities in several jurisdictions and thus cannot be assured.

29-------------------------------------------------------------------------------- Table of Contents Results of OperationsThe following table sets forth certain condensed consolidated statement of income data as a percentage of net revenue for the periods indicated.

Three Months Ended Nine Months Ended January 1, December 26, January 1, December 26, 2012 2010 2012 2010 Net revenue 100 % 100 % 100 % 100 % Cost of revenue 45 44 44 45 Gross profit 55 56 56 55 Operating expenses: Research and development 12 14 12 16 Selling, general and administrative 11 18 11 16 Total operating expenses 23 32 23 32 Income from operations 32 24 33 23 Change in fair value of warrant liabilities 0 0 0 (6 ) Other income (expense), net 0 0 0 0 Income before income taxes 32 24 33 17 Income tax provision 7 7 8 8 Net income 25 % 17 % 25 % 9 % Net Revenue (in thousands) Three Months Ended Nine MonthsEnded January 1, December 26, January 1, December 26, 2012 2010 2012 2010 Net revenue $ 41,229 $ 27,170 $ 119,890 $ 72,695 Net revenue for the third quarter and first nine months of fiscal year 2012 increased by $14.1 million and $47.2 million, or 52% and 65%, from the third quarter and first nine months of fiscal year 2011, respectively, primarily due to higher volume shipments of our more advanced products to an expanded customer base including manufacturers of smartphones, tablet devices and digital television and set-top box remote controls. Total unit shipments increased by 93% and 81% for the third quarter and first nine months of fiscal year 2012, respectively, compared to the same periods of the prior fiscal year. Overall average unit selling price for the third quarter and first nine months of fiscal year 2012 decreased by approximately 21% and 9%, respectively, compared to the same periods of the prior fiscal year as a result of the change in our product mix.

Cost of Revenue and Gross Profit (in thousands) Three Months Ended Nine Months Ended January 1, December 26, January 1, December 26, 2012 2010 2012 2010 Cost of revenue $ 18,538 $ 11,827 $ 52,919 $ 33,014 % of net revenue 45 % 44 % 44 % 45 % Gross profit $ 22,691 $ 15,343 $ 66,971 $ 39,681 % of net revenue 55 % 56 % 56 % 55 % Gross profit for the third quarter and first nine months of fiscal year 2012 increased by $7.3 million and $27.3 million, or 48% and 69%, respectively, compared to the same periods of the prior year, due to an increase of unit shipments of our products and year-over-year improvements in our production yields and efficiency.

30 -------------------------------------------------------------------------------- Table of Contents Gross profit as a percentage of sales, or gross margin, for the same periods also increased due to improvements in our production yields and efficiency, partially offset by a write-down of inventory related to excess and obsolete material for third quarter and first nine months of fiscal year 2012 of $133,000 and $2.3 million, respectively. We expect gross margins to fluctuate during the remainder of fiscal year 2012 due to changes in product mix, average unit selling prices, manufacturing costs and inventory write-downs.

Research and Development Three Months Ended Nine Months Ended January 1, December 26, January 1, December 26, (in thousands) 2012 2010 2012 2010 Research and development $ 4,758 $ 3,792 $ 14,099 $ 11,380 % of net revenue 12 % 14 % 12 % 16 % Research and development expense for the third quarter and first nine months of fiscal year 2012 increased by $1.0 million and $2.7 million, or 25% and 24%, respectively, compared to the same periods of the prior year. The increase for the third quarter of fiscal year 2012 was primarily attributable to increased personnel costs and mask and foundry expenses of $0.5 million and $0.3 million, respectively. The increase for the first nine months was primarily attributable to increased personnel costs, mask and foundry expenses and outside services of $1.3 million, $0.7 million and $0.3 million, respectively. Research and development headcount was 99 at the end of the third quarter of fiscal year 2012 and 83 at the end of the third quarter of fiscal year 2011.

Selling, General and Administrative Three Months Ended Nine Months Ended January 1, December 26, January 1, December 26, (in thousands) 2012 2010 2012 2010 Selling, general and administrative $ 4,427 $ 4,863 $ 12,836 $ 11,478 % of net revenue 11 % 18 % 11 % 16 % Selling, general and administrative expense for the third quarter of fiscal year 2012 decreased by $0.4 million or 9% compared to the same period in the prior year. The decrease in the third quarter of 2012 was primarily attributable to the write-off of deferred offering costs of $1.4 million in the third quarter of 2011, partially offset by increased personnel costs of $0.6 million in the third quarter of 2012. Selling, general and administrative expense for the first nine months of fiscal year 2012 increased by $1.4 million or 12% compared to the same period in the prior year. The increase in the first nine months of 2012 was primarily attributable to increased personnel costs of $2.1 million, increased travel and entertainment costs of $0.2 million, increased facilities cost of $0.2 million, partially offset by the write-off of deferred offering costs of $1.4 million in the third quarter of 2011. Selling, general and administrative headcount increased to 88 at the end of the third quarter of fiscal year 2012 from 68 at the end of the third quarter of fiscal year 2011.

Income From Operations Three Months Ended Nine Months Ended January 1, December 26, January 1, December 26, (in thousands) 2012 2010 2012 2010 Income from operations $ 13,506 $ 6,688 $ 40,036 $ 16,823 % of net revenue 32 % 24 % 33 % 23 % Income from operations for the third quarter and first nine months of fiscal year 2012 increased by $6.8 million and $23.2 million, or 102% and 138%, respectively, compared to the same periods of the prior year, primarily due to increased unit shipments, increased gross profit and lower operating expenses as a percentage of sales.

31 -------------------------------------------------------------------------------- Table of Contents Other Income (Expense), Net Three Months Ended Nine Months Ended January 1, December 26, January 1, December 26,(in thousands) 2012 2010 2012 2010 Change in fair value of warrant liabilities $ - $ - $ - $ (4,025 ) Other income (expense), net (43 ) (16 ) 166 (1 ) Total $ (43 ) $ (16 ) $ 166 $ (4,026 ) % of net revenue - % - % - % (6 ) % Other income (expense), net was $(43,000) and $166,000 for the third quarter and first nine months of fiscal year 2012, respectively, compared to $(16,000) and $(4.0) million for the same periods in the prior year. The change in other income (expense) for the third quarter of fiscal 2012 was relatively flat as a percentage of net revenue compared to the same period in the prior year. The change in other income (expense), for the first nine months of fiscal 2012 compared to the same period in the prior year was primarily due to changes in fair value of warrant liabilities in the first nine months of fiscal 2011.

Effective June 25, 2010, we amended our certificate of incorporation to remove certain provisions from our preferred stock that had resulted in our warrants being previously classified as liabilities. On that date, the fair value of the warrants, $11.9 million, was reclassified to stockholders' equity. Accordingly, for periods after June 27, 2010, we were not required to reflect changes in fair value of warrant liabilities in our condensed consolidated statements of income.

Income Tax Provision Three Months Ended Nine Months Ended January 1, December 26, January 1, December 26, (in thousands) 2012 2010 2012 2010 Income tax provision $ 2,887 $ 1,955 $ 9,147 $ 5,998 % of net revenue 7 % 7 % 8 % 8 % The increase in the provision for income taxes was primarily due to the increase in income before taxes to $13.5 million and $40.2 million for the third quarter and first nine months of fiscal year 2012, respectively, compared to $6.7 million and $12.8 million for the same periods in the prior year, offset by a lower effective tax rate resulting from the establishment of our international structure in the third quarter of fiscal year 2011.

In the three and nine months ended January 1, 2012, the Company recorded an income tax provision of $2.9 million and $9.1 million respectively, compared to an income tax provision of $2.0 million and $6.0 million in the three and nine months ended December 26, 2010, respectively. The Company's estimated 2012 effective tax rate differs from the U.S. statutory rate primarily due to profits earned in jurisdictions where the tax rate is lower than the U.S. tax rate and the benefit of the federal research and development income tax credit. The income tax provision was also unfavorably impacted by the effects of non-deductible stock-based compensation expense.

Net Income Three Months Ended Nine Months Ended January 1, December 26, January 1, December 26, (in thousands) 2012 2010 2012 2010 Net income $ 10,576 $ 4,717 $ 31,055 $ 6,799 % of net revenue 25 % 17 % 25 % 9 % Net income for the third quarter and first nine months of fiscal year 2012 increased by $5.9 million and $24.3 million, or 124% and 357%, respectively, compared to the same periods of the prior year, primarily due to increased unit shipments, increased gross profit, lower operating expenses as a percentage of sales, the absence of charges related to warrants to purchase preferred stock and a decrease in the effective tax rate.

Liquidity and Capital Resources As of January 1, 2012, we had $139.6 million of cash, cash equivalents and short-term investments. We believe our current cash, along with net cash provided by operating activities, will be sufficient to satisfy our liquidity requirements for the next 12 months. Our liquidity may be negatively impacted as a result of a decline in sales of our products due to a decline in our end markets, decrease in sales of our customers' products in the market, or adoption of competitors' products.

32 -------------------------------------------------------------------------------- Table of Contents As of January 1, 2012, $25.5 million of the $130.1 million of cash, and cash equivalents was held by our foreign subsidiaries. If these funds are needed for our operations in the U.S., we would be required to accrue and pay U.S. taxes to repatriate these funds. However, our intent is to indefinitely reinvest these funds outside of the U.S. and our current plans do not demonstrate a need to repatriate them to fund our U.S. operations.

Our primary uses of cash are to fund operating expenses, purchases of inventory and the acquisition of property and equipment. Cash used to fund operating expenses excludes the impact of non-cash items such as depreciation and stock-based compensation and is impacted by the timing of when we pay these expenses as reflected in the change in our outstanding accounts payable and accrued expenses.

Our primary sources of cash are cash receipts on accounts receivable from our shipment of products to customers and distributors. Aside from the growth in amounts billed to our customers, net cash collections of accounts receivable are impacted by the efficiency of our cash collections process, which can vary from period to period depending on the payment cycles of our major customers and distributors.

Below is a summary of our cash flows (used in) provided by operating activities, investing activities and financing activities for the periods indicated: Nine Months Ended January 1, December 26, (in thousands) 2012 2010 Net cash provided by operating activities $ 33,563 $ 4,893 Net cash used in investing activities (1,713 ) (7,181 ) Net cash (used in) provided by financing activities 69,482 (5,116 ) Net increase (decrease) in cash and cash equivalents $ 101,332 $ (7,404 ) Net Cash Provided by Operating Activities Net cash provided by operating activities in the first nine months of fiscal year 2012 of $33.6 million primarily reflected net income of $31.1 million, non-cash expenses of $4.0 million and a net decrease in operating assets and liabilities of $1.5 million consisting primarily of a decrease in other assets of $1.6 million, a decrease in accounts payable of $2.3 million and an increase in accrued liabilities of $4.4 million. Non-cash expenses of $4.0 million consisted primarily of depreciation and amortization of $1.5 million and stock-based compensation of $2.5 million.

Net cash provided by operating activities in the first nine months of fiscal year 2011 of $4.9 million primarily reflected net income of $6.8 million, non-cash expenses of $8.9 million, offset by an increase in accounts receivable and inventories of $4.7 million and $6.6 million, respectively. The non-cash expenses of $8.9 million consisted primarily of depreciation and amortization of $1.3 million, stock-based compensation of $1.6 million, the revaluation of warrants of $4.0 million and the write-off of deferred offering costs of $1.4 million.

Net Cash (Used in) Provided by Investing Activities Net cash used in investing activities in the first nine months of fiscal year 2012 of $1.7 million primarily reflected the purchase of property and equipment of $1.7 million and includes the sale of available for sale investments of $7.8 million and the purchase of available for sale investments of $8.0 million.

Net cash used in investing activities in the first nine months of fiscal year 2011 of $7.2 million included primarily purchases of available for sale investments of $5.2 million and the purchase of property and equipment of $2.0 million.

Net Cash Used in Financing Activities Net cash provided by financing activities in the first nine months of fiscal year 2012 of $69.5 million resulted primarily from proceeds from initial public offering, net of underwriter commissions of $69.8 million partially offset by the payment of $1.7 million related to the Company's offering.

Net cash used in financing activities in the first nine months of fiscal year 2011 of $5.1 million consisted primarily of $4.0 million of payments of refundable customer advances and payments of offering costs related to the Company's offering of $1.4 million.

33-------------------------------------------------------------------------------- Table of Contents Off balance sheet arrangements As part of our ongoing business, we do not participate in transactions that generate relationships with unconsolidated entities of financial partnerships, such as entities often referred to as structured finance or special purpose entities, or SPEs, which would have been established for the purpose of facilitating off-balance sheet arrangements or other contractually narrow or limited purposes. As of January 1, 2012, we were not involved in any unconsolidated SPE transactions.

Contractual Obligations The following table summarizes our outstanding contractual obligations as of January 1, 2012: Payments Due by Period Less Than 1 1-3 3-5 More Than Total Year Years Years 5 Years (in thousands) Operating lease obligations $ 1,339 $ 328 $ 858 $ 153 $ - Capital lease obligations 56 7 49 - - Purchase obligations 10,342 10,342 - - - Total contractual obligations $ 11,737 $ 10,677 $ 907 $ 153 $ - Operating leases consist of contractual obligations from agreements for non-cancelable office space. Capital lease obligations consist of leases used to finance the acquisition of equipment. Purchase obligations consist of the minimum purchase commitments made to contract manufacturers.

Uncertain tax positions consist of amounts included in the net deferred tax asset balance of $2.7 million at January 1, 2012, which would affect our income tax expense if recognized. Due to the high degree of uncertainty regarding the settlement of these liabilities, we are unable to estimate the year in which the future cash flows may occur.

Recent Accounting Pronouncements In May 2011, the Financial Accounting Standards Board ("FASB") issued ASU No. 2011-04, "Amendments to Achieve Common Fair Value Measurements and Disclosure Requirements in U.S. GAAP and IFRSs." ASU No. 2011-04 amended ASC 820, Fair Value Measurements and Disclosures, to converge the fair value measurement guidance in GAAP and International Financial Reporting Standards (IFRSs). Some of the amendments clarify the application of existing fair value measurement requirements, while other amendments change particular principles in ASC 820. In addition, ASU No. 2011-04 requires additional fair value disclosures. The amendments are to be applied prospectively and are effective for interim and annual periods beginning after December 15, 2011, which is the Company's fourth quarter of fiscal year 2012. The Company is currently evaluating the impact, if any, that ASU No. 2011-04 may have on its financial condition and results of operations.

In June 2011, the FASB issued ASU No. 2011-05, "Presentation of Comprehensive Income". ASU No. 2011-05 amended ASC 320, "Comprehensive Income, to converge the presentation of comprehensive income between U.S GAAP and IFRS." ASU No. 2011-05 requires that all non-owner changes in stockholders' equity be presented in either a single continuous statement of comprehensive income or in two separate but consecutive statements and requires reclassification adjustments for items that are reclassified from other comprehensive income to net income in the statement(s) where the components of net income and the components of other comprehensive income are presented. ASU No. 2011-05 eliminates the option to present the components of other comprehensive income as part of the statement in changes of stockholders equity. ASU 2011-05 is effective for fiscal years, and interim periods within those years, beginning after December 15, 2011, which will be the Company's fiscal year 2013. The adoption of ASU No. 2011-05 will affect the presentation of comprehensive income but will not impact the Company's financial condition or results of operations.

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