UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 1
to
FORM 20-F
☐ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934
☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
OR
☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
OR
☐ SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2016
OR
Date of event requiring this shell company report: N/A
For the transition period from to
Commission file number: 000-51380
Silicon Motion Technology Corporation
(Exact name of Registrant as specified in its charter)
Cayman Islands
(Jurisdiction of incorporation or organization)
Unit 04-05, 27/F, #909 Cheung Sha Wan Rd.
Cheung Sha Wan, Kowloon
Hong Kong
Tel: +852 2307 4768
Fax: + 852 2307 4368
(Address of principal executive offices)
Securities registered or to be registered pursuant to Section 12(b) of the Act:
Title of each class
Ordinary shares, par value US$0.01 per share*
American Depositary Shares, each representing
four ordinary shares
Name of each exchange on which registered
Nasdaq Global Select Market
* Not for trading, but only in connection with the listing on the Nasdaq Global Select Market of American Depositary Shares, or ADSs, each representing four
ordinary shares.
Securities registered or to be registered pursuant to Section 12(g) of the Act:
None
Securities registered or to be registered pursuant to Section 15(d) of the Act:
None
Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report:
141,310,964 ordinary shares as of December 31, 2016, US$0.01 par value per share.
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒
If this report is an annual or transition report, 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 ☒
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Sections 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 ☒ 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 (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was
required to submit and post such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company. See the
definitions of “large accelerated filer,” “accelerated filer,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer
Non-accelerated filer
☐ Accelerated filer
☐ Emerging growth company
☒
☐
If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use
the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 13(a) of the Exchange Act. ☐
† The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards
Codification after April 5, 2012. Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:
U.S. GAAP ☒
International Financial Reporting Standards as issued
by the International Accounting Standards Board ☐
Other ☐
If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to
follow. ☐ Item 17 ☐ Item 18
If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act): Yes ☐ No ☒
TABLE OF CONTENTS
IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS
OFFER STATISTICS AND EXPECTED TIMETABLE
KEY INFORMATION
INFORMATION ON THE COMPANY
UNRESOLVED STAFF COMMENTS
OPERATING AND FINANCIAL REVIEW AND PROSPECTS
DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES
MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS
FINANCIAL INFORMATION
THE OFFER AND LISTING
ADDITIONAL INFORMATION
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES
PART I
ITEM 1.
ITEM 2.
ITEM 3.
ITEM 4.
ITEM 4A.
ITEM 5.
ITEM 6.
ITEM 7.
ITEM 8.
ITEM 9.
ITEM 10.
ITEM 11.
ITEM 12.
PART II
ITEM 13.
ITEM 14.
ITEM 15.
ITEM 16A.
ITEM 16B.
ITEM 16C.
ITEM 16D.
ITEM 16E.
ITEM 16F.
ITEM 16G.
DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES
MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS
CONTROLS AND PROCEDURES
AUDIT COMMITTEE FINANCIAL EXPERT
CODE OF ETHICS
PRINCIPAL ACCOUNTANT FEES AND SERVICES
EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES
PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS
CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT
CORPORATE GOVERNANCE
PART III
ITEM 17.
ITEM 18.
ITEM 19.
FINANCIAL STATEMENTS
FINANCIAL STATEMENTS
EXHIBITS
i
1
1
1
1
16
24
24
40
49
49
51
51
56
57
58
58
58
58
60
60
60
61
61
61
61
62
62
62
62
Explanatory Note
This Amendment Number 1 to Form 20-F is being filed to correct a typographical omission from a table on Page 51 to the 20-F of
the Company filed April 28, 2017.
This amendment also includes the exhibits and schedules filed with the 20-F on April 28, 2017.
Other than as set forth above, this Amendment Number 1 to Form 20-F does not amend or change any other information contained
in the 20-F filed on April 28, 2017 or its exhibits or schedules.
ii
CONVENTIONS THAT APPLY TO THIS ANNUAL REPORT
Unless otherwise indicated, references in this annual report to:
•
•
•
•
•
•
•
•
•
•
•
•
•
“ADRs” are to the American depositary receipts that evidence our ADSs;
“ADSs” are to our American depositary shares, each of which represents four of our ordinary shares;
“CAGR” are to compound annual growth rate;
“China” or “PRC” are to the People’s Republic of China, excluding the special administrative regions of Hong Kong and
Macau;
“Korea” are to the Republic of Korea, or South Korea;
“Korea Won” are to the legal currency of South Korea;
“Nasdaq” are to the Nasdaq Stock Market;
“NT dollar,” “NT dollars” or “NT$” are to New Taiwan dollars, the legal currency of Taiwan;
“ROC” or “Taiwan” are to the Republic of China, the official name of Taiwan;
“shares” or “ordinary shares” are to our ordinary shares, with a par value US$0.01 per share;
“U.S. GAAP” are to generally accepted accounting principles in the United States;
“U.S. dollar,” “U.S. dollars” or “US$” are to United States dollars, the legal currency of the United States; and
“we,” “us,” “our company,” “our,” “SMTC” and “Silicon Motion” are to Silicon Motion Technology Corporation, its
predecessor entities and subsidiaries including but not limited to (i) Silicon Motion Technology (HK) Ltd., incorporated in
Hong Kong, (ii) Silicon Motion, Inc., incorporated in Taiwan, or SMI Taiwan, and formerly known as Feiya Technology
Corporation, (iii) Silicon Motion, Inc., a California, USA, corporation, or SMI USA, (iv) FCI Inc., incorporated in Korea, or
FCI, and (v) Shanghai Baocun Information Technology Co., Ltd., incorporated in the PRC, or Shannon Systems.
Silicon Motion, the Silicon Motion logo, FCI, the FCI logo, the Shannon Systems logo, PCIe-RAID, DIRECT-IO, airRF, basicRF,
ezRF, ezSYS, powerRF, twinRF, zipRF, zipSYS, VirtualZero, SSDLifeGuard, SSDLifeSaver, TurboMLC, FerriSSD, Ferri-eMMC, and
NANDXtend are our trademarks or registered trademarks. We may also refer to trademarks of other corporations and organizations in
this document.
Unless otherwise indicated, our financial information presented in this annual report has been prepared in accordance with U.S.
GAAP.
iii
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
This annual report contains forward-looking statements. These forward-looking statements include statements regarding our
financial position; our expectations concerning future operations, margins, profitability, liquidity and capital resources; our business
strategy and other plans and objectives for future operations; and all other statements that are not historical facts. In some cases, you can
identify forward-looking statements by terminology such as “may,” “will,” “should,” “expects,” “intends,” “plans,” “anticipates,”
“believes,” “thinks,” “estimates,” “seeks,” “predicts,” “potential,” and similar expressions. Although we believe that these statements
are based on reasonable assumptions, they are subject to numerous factors, risks and uncertainties that could cause actual outcomes and
results to be materially different from those projected. These factors, risks and uncertainties include those listed under “Risk Factors”
and elsewhere in this annual report. Those factors, among others, could cause our actual results and performance to differ materially
from the results and performance projected in, or implied by, the forward-looking statements. They include:
•
•
•
•
•
•
•
•
•
•
•
unpredictable volume and timing of customer orders, which are not fixed by contract but vary on a purchase order basis;
the loss of one or more key customers or the significant reduction, postponement, rescheduling or cancellation of orders from
these customers;
general economic conditions or conditions in the semiconductor or consumer electronics market;
decreases in the overall average selling prices of our products;
changes in the relative sales mix of our products;
the payment, or non-payment, of cash dividends in the future at the discretion of our board of directors;
changes in our cost of finished goods;
the availability, pricing and timeliness of delivery of other components and raw materials used in our and our customers’
products;
our customers’ financial health, sales outlook, purchasing patterns and inventory adjustments based on consumer demand,
market adoption of new technologies and general economic conditions;
our ability to successfully develop, introduce and sell innovative, new or enhanced products in a timely manner; and
the timing of new product announcements or introductions by us or by our competitors.
One or more of these factors could materially and adversely affect our operating results and financial condition in future periods.
We cannot assure you that we will attain any meaningful estimates or maintain profitability or that the assumptions on which they are
based are reliable.
Except as required by law, we undertake no obligation to update or revise publicly any forward-looking statements, whether as a
result of new information, future events or otherwise after the date of this annual report. All forward-looking statements contained in
this annual report are qualified by reference to this cautionary statement. As you read and consider this annual report, you should
carefully understand that the forward-looking statements are not guarantees of performance or results.
iv
ITEM 1.
IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS
Not applicable.
PART I
ITEM 2.
OFFER STATISTICS AND EXPECTED TIMETABLE
Not applicable.
ITEM 3.
KEY INFORMATION
Selected Consolidated Financial Data
You should read the following information with our consolidated financial statements and related notes and “Item 5. Operating
and Financial Review and Prospects” included elsewhere in this annual report.
The selected consolidated statements of income and cash flow data for the years ended December 31, 2014, 2015 and 2016 and the
selected consolidated balance sheet data as of December 31, 2015 and 2016 are derived from our audited consolidated financial
statements included elsewhere in this annual report and should be read in conjunction with, and are qualified in their entirety by
reference to, these consolidated financial statements and related notes. The selected consolidated statements of income for the years
ended December 31, 2012 and 2013 and the selected consolidated balance sheet data as of December 31, 2012, 2013 and 2014 are
derived from our audited consolidated financial statements which are not included in this annual report. To reflect our early adoption of
the new accounting update on the statement of cash flows, we retrospectively adjusted the selected consolidated statements of cash flow
data for the years ended December 31, 2012 and 2013, which are not derived from our audited consolidated financial statements
included in our prior annual reports. These consolidated financial statements are prepared in accordance with U.S. GAAP.
Consolidated Statements of Income Data:
Net sales
Cost of sales
Gross profit
Operating expenses:
Research and development
Sales and marketing
General and administrative
Amortization of intangible assets
Total operating expenses
Operating income
Total non-operating income
Income before income taxes
Income tax expense
Net income
Weighted average shares outstanding:
Basic
Diluted
Earnings per share:
Basic
Diluted
Earnings per ADS (1):
Basic
Diluted
(1) Each ADS represents four ordinary shares.
1
2012
US$
Year Ended December 31,
2015
2014
2013
US$
US$
US$
(in thousands, except for per share data)
2016
US$
281,370
149,650
131,720
225,308
118,698
106,610
289,323
139,625
149,698
361,297
176,765
184,532
556,146
281,541
274,605
50,975
15,919
12,156
—
79,050
52,670
1,664
54,334
7,116
47,218
46,460
13,597
11,250
—
71,307
35,303
1,845
37,148
9,772
27,376
60,949
16,324
13,355
—
90,628
59,070
1,498
60,568
16,101
44,467
71,161
20,173
15,714
1,051
108,099
76,433
2,067
78,500
18,249
60,251
92,405
25,765
17,072
2,103
137,345
137,260
1,370
138,630
27,690
110,940
129,259
134,504
132,259
134,567
134,604
136,787
138,100
139,634
140,919
142,050
0.37
0.35
1.46
1.40
0.21
0.20
0.83
0.81
0.33
0.33
1.32
1.30
0.44
0.43
1.75
1.73
0.79
0.78
3.15
3.12
Consolidated Balance Sheet Data:
Cash and cash equivalents
Other current assets
Working capital
Long-term investments
Property and equipment, net
Goodwill and intangible assets, net
Other non-current assets
Total assets
Total liabilities
Total shareholders’ equity
Consolidated Cash Flow Data:
Net cash provided by operating activities
Net cash used in investing activities (1)
Net cash provided by (used in) financing activities
Depreciation and amortization
Capital expenditures
2012
US$
2013
US$
As of December 31,
2014
US$
(in thousands)
2015
US$
2016
US$
154,734
101,309
199,646
178
23,386
35,472
6,667
321,746
59,480
262,266
161,720
83,541
204,594
133
30,195
35,474
5,700
316,763
46,066
270,697
194,211
96,229
234,374
133
35,537
35,467
4,957
366,534
62,434
304,100
180,519
134,657
226,889
133
50,469
75,990
3,860
445,628
101,130
344,498
274,483
202,417
330,914
120
47,892
73,883
7,231
606,026
163,263
442,763
2012
As Adjusted
US$
2013
As Adjusted
US$
As of December 31,
2014
As Adjusted
US$
(in thousands)
2015
As Adjusted
US$
2016
US$
69,236
(4,280)
224
5,881
(4,280)
49,128
(12,726)
(29,493)
6,429
(12,772)
68,725
(11,596)
(19,710)
6,917
(11,596)
65,946
(58,458)
(20,271)
8,987
(23,664)
125,568
(8,220)
2,194
11,585
(12,220)
(1) The selected consolidated statements of cash flow data for the years ended December 31, 2012, 2013, 2014 and 2015 were
retrospectively adjusted to reflect the Company’s election to early adopt the accounting update of the classification and
presentation of changes in restricted cash on the statement of cash flows. See Note 2 to our audited consolidated financial
statement included in this annual report for more information.
Risk Factors
Because our operating results for any period could be adversely affected by a number of factors and may therefore fluctuate
significantly, our annual and quarterly operating results are difficult to predict.
Our operating results have fluctuated in the past and could do so in the future. Fluctuations in our operating results may be due to a
number of factors, including, but not limited to, those listed below and those identified throughout this “Risk Factors” section:
•
•
•
•
•
competitive pressures and other factors such as the qualification, availability and pricing of competing products and
technologies and the resulting effects on sales and pricing of our products;
changes in demand for electronic devices into which our semiconductor solutions are directly or indirectly incorporated;
our customers’ sales outlook, purchasing patterns and inventory adjustments based on market demand, adoption of new
technologies and general economic conditions;
the loss of one or more key customers or the significant reduction, timing or cancellation of orders from these customers;
seasonality or cyclical fluctuations in our markets;
2
•
•
•
•
•
•
•
•
•
our ability to develop or acquire, introduce, market and transition to volume production new or enhanced products and
technologies in a cost-effective and timely manner;
changes in supply and availability of flash memory components used in our and our customer’s products;
changes in our product mix or customer mix and their effect on our gross margin;
changes in foreign currency exchange rates;
the availability and pricing of third party semiconductor foundry services;
unpredictable volume and timing of customer orders, which are not fixed by contract but vary on an order-to-order basis;
deferrals or reductions of customer orders in anticipation of new products or product enhancements from us or our
competitors or other providers of integrated circuits or ICs;
our ability to timely and accurately predict market requirements and evolving industry trends and to identify and capitalize
upon opportunities in new markets; and
the overall cyclicality of, and changing economic and market conditions in, the semiconductor industry.
These and other factors make it difficult for us to assess our future performance. Our sales and operating results are difficult to
predict and have in the past, and will likely in the future, fluctuate from period to period. We could fail to achieve the operating targets
that we have announced, such as revenue growth, gross margin, and operating expense. In addition, our operating results in the future
may be below the expectations of securities analysts or investors, which would likely cause the market price of our ADSs to decline.
Any variations in our period-to-period performance may also cause the market price of our ADSs to fluctuate. Accordingly, you should
not rely on the results of any prior periods as a reliable indicator of our future operating performance.
Our operating results and stock price may be adversely affected by worldwide economic uncertainties including political and
social instability and industry-specific conditions in the markets we operate.
Disruptions or uncertainties in the economy, including any political and social instability may lead consumers and business to
postpone spending. This in turn may cause our customers to cancel, decrease or delay their existing and future orders with us.
Furthermore, we operate primarily in the semiconductor industry, which is cyclical in nature and subject to evolving industry standards.
In the past, the semiconductor industry had experienced significant downturns characterized by decreases in product demand, excess
customer inventories and accelerated erosion of prices. The semiconductor industry also periodically experiences increased demand and
production capacity constraints, which may affect our ability to deliver products to our customers. Economic volatility can cause
extreme difficulties for our customers and vendors in accurately forecasting and planning future business activities. This
unpredictability could cause our customers to reduce spending on our products and services, which would delay and lengthen sales
cycles. The accurate forecasting and planning for our operations heavily rely on these worldwide economic and industry-specific
conditions, and the volatility and uncertainties associated with these factors may adversely affect our results of operation in a material
manner.
Since we have limited visibility as to the sales volume by our customers of devices using our products, our ability to accurately
forecast future demand for and sales of our products is limited.
The majority of our products are integrated into devices that are sold directly or indirectly into markets which are difficult for us
and our customers to accurately forecast as computing and mobile devices demand is subject to significant seasonality, with higher net
sales generally in the second half of each year, when our customers place orders to meet increased demand during year-end holiday
seasons, and other fluctuations. Also, as a significant portion of our quarterly sales are from orders received and fulfilled in that quarter,
our visibility
3
as to expected orders from our customers in subsequent periods and for any extended period of time is limited. Additionally, we depend
upon our customers’ procurement forecasts in order to forecast demand for our products, and our customers’ procurement forecast may
be subject to change. Our failure to accurately forecast demand for our products may result in lost sales or excess inventory and
associated reserves or write-downs for our operations. Any of the aforementioned factors could affect sales of our products and thereby
harm our business, financial condition and operating results.
If demand for our products declines in the major end-markets that we serve, our sales, net revenue and earnings will decrease.
Demand for our products is affected by a number of factors, including the general demand for the products in the end-markets that
we serve and price attractiveness of the devices incorporating our products that our customers and vendors offer to end-markets. A
significant amount of our sales revenue is derived from customers who use our controllers in expandable and embedded solid state
storage solutions used in computing and mobile devices. Any significant decrease in the demand for these devices in the end-market
may decrease the demand for our semiconductor solutions and may result in a significant decrease in our revenues and earnings.
Computing and mobile devices that use our components rapidly change as product capabilities are upgraded or new classes of products
are introduced, and these changes may result in a significant reduction in demand for our products. We cannot give any assurance that
there will not be any downturn in the future or that any future downturn will not affect our results of operations. Any significant
decrease in demand for end-user applications of semiconductors will negatively affect our sales, net revenue and earnings.
We may make acquisitions that are dilutive to existing shareholders, resulting in unanticipated one-time charges or that may
otherwise adversely affect our results of operations, and which may result in difficulties in assimilating and integrating the
operations, personnel, technologies, products and information systems of acquired companies or businesses.
We continually evaluate and explore strategic opportunities as they arise, including business combinations and capital
investments. If we issue equity securities in connection with an acquisition, the issuance may be dilutive to our existing shareholders.
Alternatively, acquisitions made entirely or partially for cash would reduce our cash reserves.
Mergers and acquisitions of high-technology companies are inherently risky and subject to many factors outside of our control and
no assurance can be given that our previous or future acquisitions will be successful and will not materially adversely affect our
business, operating results, or financial condition. Failure to manage and successfully integrate acquisitions could materially harm our
business and operating results. Even when an acquired company has already developed and marketed products, there can be no
assurance that such products will be successful after our acquisition, will not cannibalize sales of our existing products, that product
enhancements will be made in a timely fashion or that pre-acquisition due diligence will have identified all possible issues.
In April 2007 we completed the acquisition of FCI, a privately-held Korea-based fabless IC company focused on mobile TV and
wireless communications radio frequency, or RF, applications; in November 2007, we acquired select parts of the Centronix mobile TV
business of Korea Information Engineering Services Co., Ltd. (“Centronix”) and in October 2011 we acquired select assets of BTL
Systems, Inc. (“BTL”). The products from our FCI, Centronix and BTL acquisitions are for the mobile communications market. In the
fourth quarter of 2009, we determined that goodwill and certain long-lived assets relating to these products were impaired and recorded
an impairment charge of US$37.4 million. In July 2015 we completed the acquisition of Shannon Systems, a privately-held China-
based supplier of enterprise-class PCIe SSD solutions to China’s internet and other industries.
4
See “We are exposed to potential impairment charges on intangible assets relating to recent acquisitions and on investments if
business conditions deteriorate” below. Risks arising from these or other future acquisitions could include among other things:
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•
•
•
•
•
•
•
•
•
•
•
•
•
our ability to accurately assess the business and prospects of an acquisition or the anticipated benefits of an acquisition;
delays in or failure to complete the development and application of the acquired technologies or products;
timing of the rollout and adoption of new applications and technology standards;
our ability to successfully integrate acquired technologies, operations and personnel;
failure to achieve projected results of an acquisition or inability to realize the anticipated benefits of an acquisition;
disruption of our ongoing business;
diversion of management and employees’ attention from other business activities;
risks associated with entering into a geographic region or business market in which we have little or no prior experience and
specifically managing personnel in these regions;
difficulties in establishing and maintaining uniform standards, controls, policies and procedures;
deficiencies in the internal control of any acquired company resulting in a material weakness in our overall internal control;
our ability to recover costs of the acquisition or investment;
amortization expenses and large and immediate write-offs;
impairment charges related to goodwill or other assets;
negative impact on our relationships with customers, vendors, suppliers or contractors;
inability to retain key employees of an acquired business; and
potentially dilutive issuance of equity securities.
In addition, future acquisitions could result in the incurrence of debt or contingent liabilities, adverse tax consequences, deferred
compensation charges, dilution to future earnings, and large fees for professional advisor services, any of which could negatively
impact our financial conditions or results of operations and could cause our stock price to decline. We may be unable to identify
suitable acquisition candidates or investment opportunities or consummate any such transactions on terms and conditions that are
acceptable to us, if at all.
We depend on a small number of customers for a significant portion of our revenues and a loss of some of these customers would
result in the loss of a significant portion of our revenues.
We derived a substantial portion of our revenue from sales to a relatively small number of customers. As a result, the loss of any
significant customer could materially and adversely affect our financial condition and results of operations. Sales to our five largest
customers represented approximately 64%, 54% and 58% of our net revenue in 2014, 2015 and 2016, respectively. Sales to two
customers in 2014 and 2016, and one customer in 2015 accounted for 10% or more of our net revenue, representing 47%, 30% and 28%
of our net revenue in 2014, 2015 and 2016, respectively. In 2014, 2015 and 2016, SK Hynix was one of our significant customers.
Samsung was our significant customers in 2014. The identities of our largest customers and their respective contributions to our net
revenue have varied and will likely continue to vary from period to period.
We expect that we will continue to depend on a relatively limited number of customers for a substantial portion of our net sales
and our ability to maintain good relationships with these customers will be important to
5
the ongoing success of our business. We cannot assure you that the revenue generated from these customers, individually or in the
aggregate, will reach or exceed historical levels in any future period. Our failure to meet the demands of these customers could lead to a
cancellation or reduction of business from these customers. In addition, loss, cancellation or reduction of business from, significant
changes in scheduled deliveries to, or decreases in the prices of products sold to any of these customers could significantly reduce our
revenues and adversely affect our financial condition and operating results. Moreover, any difficulty in collecting outstanding amounts
due from our customers particularly customers who place large orders, would harm our financial performance. In addition, if our
relationships with our largest customers are disrupted for any reason, it could have a significant impact on our business.
If the semiconductor industry suffers a shortage of flash memory, which is a key component in many of our and our customers’
end products, our revenues could be adversely affected.
During many periods in past years, some of our customers have indicated that they were unable to acquire enough NAND flash
memory to meet all of the anticipated demand for their products. Several manufacturers of flash memory have increased or are planning
to increase manufacturing capacity for flash memory. However, we cannot assure you that there will continue to be enough additional
capacity to satisfy worldwide demand for flash memory. Because flash memory is a key component in solid state storage devices, if any
shortage in the supply of flash memory occurs and is not remedied, our customers may not be able to purchase enough flash memory to
manufacture storage devices products and may therefore purchase fewer controllers from us than they would have otherwise purchased.
We also manufacture specialty SSD solutions using our controller technology and flash memory supplied to us by our customers or
independently procured by us and our sales of SSD solutions will be adversely affected if we receive inadequate supplies of flash
memory. Our ability to increase revenues and grow our profits could be materially and adversely affected as a result of any shortage or
decrease in the supply of flash memory.
We operate in a rapidly changing industry where a significant majority of our sales are controllers used in solid state storage
devices, and our failure to anticipate and respond quickly to changing industry trends relating to technology, standards, and
consumer demand could adversely affect our growth and profitability.
We operate in an intensely competitive industry that experiences rapid technological developments, changes in industry standards,
changes in customer requirements, and frequent new product introductions and improvements. If we are unable to respond quickly and
successfully to these developments, we may lose our competitive position, and our products or technologies may become
uncompetitive. To compete successfully, we must maintain a successful R&D effort to develop new product technologies at the same
pace or ahead of our competitors. Many types of events could have a variety of negative effects on our overall competitive position and
our financial results, such as reducing our revenue, increasing our costs, lowering our gross margin percentage, lowering our operating
profitability and requiring us to recognize impairments on our assets. We may not be able to develop and market new products
successfully, new markets at which our products target may not grow as expected, the products we invest in and develop may not be
well received by customers, and products developed and new technologies offered by others may affect demand for our products.
Currently, a significant majority of our sales are controllers used in solid state storage devices. If new technologies for storing
digital media are developed that compete with flash memory technology or render it obsolete and if we are not able to shift our product
offerings accordingly, demand for our products would likely decline and our business would be materially and adversely affected.
In addition, we may not have sufficient management resources to manage, R&D capabilities to address, and financial resources to
fund all of the required research to develop future innovations and meet changing industry standards. Moreover, even if we have
adequate management resources, R&D capabilities, and financial resources, our future innovations may be outpaced by competing
innovations. As a result, we may lose customers and significant sales, and our business and operating results may be materially and
adversely affected.
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We may be unsuccessful in developing and selling new products or in penetrating new markets required to maintain our
competitiveness or expand our business.
We expect that a high percentage of our future sales will come from sales of new products. We sell products in markets that are
characterized by rapid technological change, evolving industry standards, frequent new product introductions and products with short
life cycles. The markets for some of these products are extremely competitive and may entail technologies that are new, immature
and/or unpredictable to us. These markets and our endeavors to meet the markets may not develop into profitable opportunities and we
have in the past invested substantial resources in emerging technologies that did not achieve the market acceptance and generate returns
that we had expected. Recently, we have made significant investments in embedded storage controller technologies, especially those
relating to SSD. Failure to grow our embedded storage products or to recoup on our investments in these and other technologies could
materially and adversely affect our results of operations and future business outlook. As a result, it is difficult to anticipate our future
revenue streams from, or provide assurances on the success and the sustainability of, our new products.
The average selling prices of our controller ICs have historically decreased and will likely do so in the future, which could harm
our revenue and profitability.
The controller ICs we develop and sell, especially those for expandable and embedded storage solutions, are used for high volume
applications and have historically decreased over time, and we believe that it is possible they may also fall in the future. We may
experience period-to-period fluctuations in future operating results if our average selling prices decline. We may be forced to reduce the
average unit price of our products in response to new product introductions by our competitors, competitive pricing pressures and other
factors. The mobile and computing devices markets are extremely cost sensitive, which may result in rapidly declining average selling
prices of electronic devices and components, such as those made by us, used in devices and create downward pressure on our average
selling prices and operating results. To maintain acceptable operating results, we will need to develop and introduce new products and
product enhancements on a timely basis and continue to reduce our costs. We have also introduced products for the embedded storage
market that typically experiences less intense competition. If we are unable to offset any reductions in our average selling prices by
increasing our sales volumes or reducing corresponding production costs, or if we fail to gain more successes with embedded products
or if we fail to develop and introduce new products and enhancements on a timely basis, our sales and operating results will be
materially and adversely affected.
If we are unable to accurately predict our future sales and to appropriately budget for our expenses, our results of operations
could suffer.
The rapidly changing nature of the global economy and the markets in which we sell our products limits our ability to accurately
forecast quarterly and annual sales. Because many of our expenses are fixed in the short term or are incurred in advance of anticipated
sales, we may not be able to decrease our expenses in a timely manner to offset any shortfall of sales, or expand our R&D and other
operating infrastructure in a timely manner to capture anticipated business opportunities. If we expand our business operations and
demand for our products does not increase as we may have projected, our operating results could be affected by our higher operating
expense levels. Conversely, if we maintain or reduce our business operations and related expenses in accordance with our projections
and demand for our products increases more than expected, our operating results could be affected by lost business opportunity, less
competitive economies of scale, and damaged relationships with our customers.
A failure to accurately forecast customer demand may result in excess or insufficient inventory, which may increase our
operating costs and harm our business.
To ensure the availability of our products for our customers, in some cases we cause our manufacturers to begin manufacturing
our products based on forecasts provided by these customers in advance of receiving
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purchase orders. However, these forecasts do not represent binding purchase commitments, and we do not recognize revenue from these
products until they are shipped to the customer. As a result, we incur inventory and manufacturing costs in advance of anticipated
revenue. Because demand for our products may not materialize, manufacturing based on forecasts subjects us to risks of high inventory
carrying costs and increased obsolescence and may increase our costs. If we overestimate customer demand for our products or if
purchase orders are cancelled or shipments delayed, we may end up with excess inventory that we cannot sell, which could have a
material and adverse effect on our financial results. Conversely, if we underestimate demand, we may not have sufficient product
inventory and may lose market share and damage customer relationships, which could also harm our business.
The loss of any of our key personnel or the failure to attract or retain specialized technical and management personnel could
impair our ability to grow our business.
We rely heavily on the services of our key employees, including Wallace C. Kou, our President and Chief Executive Officer. In
addition, our engineers and other key technical personnel are a significant asset and are the source of our technological and product
innovations. We believe our future success will depend upon our ability to retain these key employees and our ability to attract and
retain other skilled managerial, engineering, technical and sales and marketing personnel. The competition for such personnel,
particularly technical personnel, is intense in our industry. We may not be successful in attracting and retaining sufficient numbers of
technical personnel to support our anticipated growth. These technical personnel are required to design and develop integrated circuits,
including firmware, and to introduce product enhancements for use in future applications. Despite the incentives we provide, our
current employees may not continue to work for us, and if additional personnel were required for our operations, we may not be able to
obtain the services of additional personnel necessary for our growth. In addition, we do not maintain “key person” life insurance for any
of our senior managers or other key employees. The loss of any of our key employees or our inability to attract or retain qualified
personnel, including engineers, could delay the development and introduction of, and have an adverse effect on our ability to sell, our
products as well as have an adverse effect on our overall growth. In addition, if any other members of our senior management or any of
our other key personnel join a competitor or form a competing company, we may not be able to replace them easily and we may lose
customers, business partners, key professionals and staff members. Substantially all of our senior executives and key personnel have
entered into confidentiality and non-disclosure agreements. In the event of a dispute between any of our senior executives or key
personnel and our operating companies in Taiwan, China or Korea, we cannot assure you the extent, if any, to which these provisions
may be enforceable in Taiwan, China, or Korea due to the constantly evolving nature of the Taiwanese, Chinese, and Korean legal
systems.
We may not be able to deliver our products on a timely basis if our relationships with our suppliers, our semiconductor foundries
or our assembly and test subcontractors are disrupted or terminated.
We do not own or operate semiconductor fabrication facilities. Instead, we rely on third parties to manufacture our
semiconductors. Two outside foundries, Taiwan Semiconductor Manufacturing Company (“TSMC”) and Semiconductor
Manufacturing International Corporation (“SMIC”), with fabs in Taiwan, Singapore, and China currently manufacture the majority of
our semiconductors. As a result, we face several significant risks, including higher wafer prices, availability of wafers and other raw
materials, lack of manufacturing capacity, quality assurance, manufacturing yields and production costs, limited control over delivery
schedules and product quality, increased exposure to potential misappropriation of our intellectual property, labor shortages or strikes
and actions taken by third party contractors that breach our agreements.
The ability of each foundry to provide us with semiconductors is limited by its available capacity and access to wafers. We do not
have long-term agreements with any of these foundries and we place orders on a purchase order basis. We place our orders based on our
customers’ purchase orders and sales forecasts. However, the foundries can allocate capacity to the production of the products of their
other customers and reduce deliveries to us on short notice or increase the price they charge us. It is possible that other foundry
customers that are larger
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and better financed than we are, or have long-term agreements with these foundries, may induce these foundries to reallocate capacity to
them. Any reallocation could impair our ability to secure manufacturing capacity that we need for our products. In addition,
interruptions to the wafer manufacturing processes caused by a natural disaster or human error could result in partial or complete
disruption in supply until manufacturing is re-started or we are able to shift manufacturing to another fabrication facility. It may not be
possible to obtain sufficient capacity or comparable production costs at another foundry. Migrating our design methodology to a new
third-party foundry could involve increased costs, resources and development time comparable to a new product development effort.
Any reduction in the supply of semiconductors for our products could significantly delay our ability to ship our products and potentially
have negative effects on our relationships with existing customers and our results of operations. In addition, if our subcontractors
terminate their relationships with us, we would be required to qualify new subcontractors, which could take at least six months,
resulting in unforeseen operating problems, and our operating results may be materially and adversely affected.
If the foundries that provide us with the products for our operations do not achieve satisfactory yield or quality, or if the assembly
and testing services fail us in the quality of their output, then our revenue, operating results and customer relationships will be
affected.
The manufacture of semiconductors is a highly complex process. Minor deviations in the manufacturing process can cause
substantial decreases in yield. In some situations, such deviations may cause production to be suspended. The foundries that
manufacture our semiconductors have from time to time experienced lower than anticipated manufacturing yields, including yields for
our semiconductors, typically during the production of new products or architectures or during the installation and start-up and ramp-up
of new process technologies or equipment. If the foundries that manufacture our semiconductors do not achieve planned yields, our
product costs could increase and product availability would decrease.
After the wafer fabrication processes, our wafers are shipped to our assembly and testing subcontractors. We have a system to
maximize consistent product quality, reliability and yield that involves our quality assurance team working closely with subcontractors
in the various phases of the assembly and testing processes. Our supplier quality management includes procedures such as processes to
pre-qualify our manufacturing suppliers and subcontractors. However, despite our efforts to strengthen supplier quality management, if
our foundries fail to deliver fabricated silicon wafers of satisfactory quality in the volume and at the price we require, or if our assembly
and testing subcontractors fail to efficiently and accurately assemble and test our products, we will be unable to meet our customers’
demand for our products or to sell those products at an acceptable profit margin, which would have a material and adverse effect on our
sales and margins and damage our customer relationships.
Failure to protect our proprietary technologies or maintain the right to certain technologies may negatively affect our ability to
compete.
We believe that the protection of our intellectual property rights is and will continue to be important to the success of our business.
We rely on a combination of patent, copyright, trademark and trade secret laws and restrictions on disclosure to protect our intellectual
property rights. We also enter into confidentiality or license agreements with our employees, business partners and other third parties,
and have implemented procedures to control access to and distribution of our documentation and other proprietary information. Despite
these efforts, we cannot assure you that these measures will provide meaningful protection of our intellectual property rights. Further,
these agreements do not prevent others from independently developing technologies that are equivalent to or superior to our technology.
In addition, unauthorized parties may attempt to copy or otherwise obtain and use our proprietary technology. Monitoring unauthorized
use of our technology is difficult and we cannot be certain that the steps we have taken will prevent unauthorized use of our technology,
particularly in foreign countries such as Taiwan, Korea, and China where the laws may not protect our proprietary rights as fully as do
the laws of the United States. In addition, if the foundries that manufacture our semiconductors lose control of our intellectual property,
it could be more difficult for us to take remedial measures because our foundries are located in countries that do not have the same
protection for intellectual property that is provided in the United States. Also, some of our contracts, including license agreements, are
subject to termination upon certain types of change-of-control transactions.
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As of March 31, 2017, we had 922 patents and have 813 pending applications worldwide. We cannot be certain that patents will
be issued as a result of our pending applications nor can we be certain that any issued patents would protect or benefit us or give us
adequate protection from competing products. For example, issued patents may be circumvented or challenged and declared invalid or
unenforceable or provide only limited protection for our technologies. We also cannot be certain that others will not design around our
patented technology, independently develop our unpatented proprietary technology or develop effective competing technologies on
their own.
Failure to successfully defend against intellectual property lawsuits brought against us may adversely affect our business.
Companies in and related to the semiconductor industry often aggressively protect and pursue their intellectual property rights.
From time to time, we have received, and may continue to receive, notices that claim we have infringed upon, misappropriated or
misused other parties’ proprietary rights. Moreover, in the past we were in litigation with parties that claim that we infringed their
patents or misappropriated or misused their trade secrets. In addition, we or our customers may be sued by other parties that claim that
our products have infringed their patents or misappropriated or misused their trade secrets, or that may seek to invalidate one or more of
our patents. An adverse determination in any of these types of disputes could prevent us from manufacturing or selling some of our
products, increase our costs of revenue and expose us to significant liability. Any of these claims may materially and adversely affect
our business, financial condition and results of operations. For example, in a patent or trade secret action, a court could issue a
preliminary or permanent injunction that would require us or our customer(s) to withdraw or recall certain products from the market or
redesign certain products offered for sales or under development. We may also be liable for damages for past infringement and royalties
for future use of certain technologies. See “Legal Proceedings” below.
In addition, any litigation to defend ourselves against claims that we have infringed the intellectual property rights of others,
could, regardless of the ultimate outcome, materially and adversely affect our operating results by requiring us to incur significant legal
expenses and diverting the resources of the company and the attention of our management team.
Because the markets in which we compete are highly competitive and many of our competitors have greater resources than we
have, we cannot be certain that our products will compete favorably in the marketplace.
We face competition from a large number of competitors, including Marvell and Phison. We expect to face increased competition
in the future from our current and potential competitors. In addition, some of our customers have developed products and technologies
that could replace their need for our products or otherwise reduce their demand for our products.
Some of our current and potential competitors have longer operating histories, greater name recognition, access to larger customer
bases and significantly greater financial, sales and marketing, manufacturing, distribution, technical and other resources than we have.
As a result, they may be able to respond more quickly to changing customer demands or to devote greater resources to the development,
promotion and sales of their products than we can. Our current and potential competitors may develop and introduce new products that
will be priced lower, provide superior performance or achieve greater market acceptance than our products. In addition, if we or our
customers are unable to procure sufficient suppliers of flash memory, our customers may seek to purchase SSD solutions from other
suppliers.
The computing and mobile devices markets, the principal end markets for our products, have historically been subject to intense
price competition. In many cases, low-cost, high-volume semiconductor component producers have entered markets and driven down
profit margins. If a low-cost, high-volume producer should develop products that compete with our products, our sales and profit
margins would suffer.
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Our products must meet exacting specifications and undetected defects and failures may occur, which may cause customers to
return or stop buying our products and may expose us to product liability risk and risks of indemnification against defects in our
products.
Our products are complex and may contain undetected hardware or software defects or failures, especially when first introduced or
when new versions are released. These errors could cause us to incur significant re-engineering costs, divert the attention of our
engineering personnel from product development efforts and materially affect our customer relations and business reputation. If we
deliver products with errors or defects, our credibility and the market acceptance and sales of our products could be harmed. Defects
could also lead to liability for defective products as a result of lawsuits against us or against our customers. We have agreed to
indemnify some of our customers in some circumstances against liability from defects in our products. A successful warranty or product
liability claim could require us to make significant payments.
Our intellectual property indemnification practices may adversely impact our business.
We may be required to indemnify our customers and our third-party intellectual property providers for certain costs and damages
of intellectual property infringement in circumstances where our products are a factor in creating infringement exposure. In the
contracts under which we sell semiconductor products, we may have agreed to indemnify our customers against losses arising out of
claims of unauthorized use of intellectual property. In some of our licensing agreements, we have agreed to indemnify the licensee
against losses arising out of or related to our conduct or services. We cannot assure you that claims for indemnification will not be made
or that these claims would not have a material and adverse effect on our business, operating results or financial condition.
We are exposed to potential impairment charges on intangible assets relating to recent acquisitions and on investments if business
conditions deteriorate.
We are required to perform testing for impairment losses relating to long-lived assets used in operations when indicators of
impairment, such as reductions in demand or significant economic slowdowns in our business, are present. Through our acquisitions of
FCI and other assets, we acquired core technology, customer relationships, goodwill and other intangible assets. The carry value of
goodwill relating to these acquisitions must be assessed for impairment at least on an annual basis. In November 2009, we recorded
US$6.6 million of impairment charges relating to our long-lived assets and determined that our goodwill balance was impaired, and
wrote down the goodwill balance by US$30.8 million. In July 2015, we recorded US$33.2 million of goodwill and US$ 8.4 million of
developed technology and in-process research and development from the acquisition of Shannon Systems. As of December 31, 2016,
we had goodwill associated with our acquisitions of US$68.7 million and intangible assets of US$ 5.2 million. Although we recorded an
impairment on goodwill and other long-lived assets in 2009, we cannot be certain that these assets will not be subject to further write-
downs in future periods and may record further impairment charges if sales of our specialty RF ICs and enterprise SSDs do not grow as
expected.
We have not made any passive investments in private companies since February 2007. If the companies in which we have invested
in are unable to execute their plans and succeed in their respective markets, we may not benefit from such investments, and we could
potentially lose the amounts we invested. We evaluate our investments on a regular basis to determine if impairments have occurred and
have recorded impairment charges in past years. These and future impairment charges could have a material and adverse impact on our
operating results. In 2014, 2015 and 2016, there were no impairments recorded.
Any failure to achieve and maintain effective internal controls could have a material adverse effect on our business, results of
operations and the market price of our ADSs.
We are subject to reporting obligations under securities laws of the United States. The Securities and Exchange Commission, or
the SEC, as required by Section 404 of the Sarbanes-Oxley Act of 2002, or the
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Sarbanes-Oxley Act, adopted rules requiring every public company to include in its annual report management’s assessment of the
effectiveness of the company’s internal controls over financial reporting. In addition, an independent registered public accounting firm
must attest to and report on the effectiveness of the company’s internal controls over financial reporting.
Our management and independent registered public accounting firm have concluded that our internal controls as of December 31,
2016 are effective. However, we cannot assure you that in the future we or our independent registered public accounting firm will not
identify material weakness during the audit process or for other reasons. In addition, because of the inherent limitations of internal
control over financial reporting, including the possibility of collusion or improper management override of controls, material
misstatements due to error or fraud may not be prevented or detected on a timely basis. As a result, if we fail to maintain effective
internal controls over financial reporting or should we be unable to prevent or detect material misstatements due to error or fraud on a
timely basis, investors could lose confidence in the reliability of our financial statements, which in turn could harm our business and
results of operations, negatively impact the market price of our ADSs and harm our reputation.
We are subject to cybersecurity risk.
We experience cyberattacks of varying degrees on our technology infrastructure and systems and, as a result, unauthorized parties
have obtained in the past, and may in the future obtain, access to our computer systems and networks. The technology infrastructure and
systems of our suppliers, vendors and partners may also experience such attacks. Cyberattacks are external and internal threats that
include, but are not limited to, malware, phishing, advanced persistent threats, denial of service attacks, malicious software downloads,
insider security breaches, and hardware and software vulnerabilities. We believe cyberattack attempts are increasing in number and that
cyberattackers are developing increasingly sophisticated systems and means to not only attack systems, but also to evade detection or to
obscure their activities.
We have controls and policies in place, will continue to enhance our capabilities and upgrade our protective solutions to guard
against known and emerging threats, detect malicious or unauthorized activities, and have recovery systems to minimize business
disruptions. If efforts to breach our infrastructure and systems are successful or we are unable to protect against these risks, we could
suffer interruptions, delays, or cessation of operations of our systems, and loss or misuse of proprietary or confidential information, IP,
or sensitive or personal information. Breaches of our infrastructure and systems could also cause our customers and other affected third
parties to suffer loss or misuse of proprietary or confidential information, IP, or sensitive or personal information, and could harm our
relationships with customers and other third parties. As a result, we could experience additional costs, indemnification claims, litigation,
and damage to our brand and reputation. All of these consequences could harm our reputation and our business and materially and
adversely affect our operating results and financial condition.
Laws and regulations to which we are subject, as well as customer requirements in the area of environmental protection and
social responsibility, could impose substantial costs on us and may adversely affect our business.
We are subject to various state, federal and international laws and regulations governing the environment, including restricting the
presence of certain substances in electronic products. In addition, we are also subject to various industry requirements restricting the
presence of certain substances in electronic products. Although our management systems are designed to maintain compliance, we
cannot assure you that we have been or will be at all times in complete compliance with such laws and regulations. If we violate or fail
to comply with any of them, a range of consequences could result, including fines, import/export restrictions, sales limitations, criminal
and civil liabilities or other sanctions.
Recently there has been increased focus on environmental protection and social responsibility initiatives, which are subject to
change, can be unpredictable, and may be difficult for us to comply with, given the
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complexity of our supply chain and our significant outsourced manufacturing. We are required to implement various standards or
processes due to the adoption of rules or regulations that result from these initiatives, such as the SEC rules on the disclosure of the use
of “conflict minerals.” If we are unable to comply, or are make to cause our suppliers or contract manufacturers to comply, with such
standards or processes, customers may stop purchasing from us, which could adversely affect our sales and results of operations.
Our stock price has been, and may continue to be, volatile, which could result in investors losing all or part of their investments.
Since we completed our initial public offering in June 2005, the market price of our ADSs has been and likely will continue to be
highly volatile and could be subject to wide fluctuations in response to numerous factors, including the following:
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actual or anticipated variations in our quarterly operating results or those of our competitors, customers, or NAND flash
vendors;
actual or anticipated changes in NAND flash supply-demand dynamics;
actual or anticipated changes in our market share or the market share of our competitors;
the commencement or results of litigation;
announcements by us, our competitors, our customers, or their other suppliers of new products or technological innovations;
changes in financial estimates or recommendations by securities analysts;
the payment or non-payment of cash dividends at the discretion of our board of directors;
the announcement and implementation of share repurchase programs;
announcements by us or our competitors of significant acquisitions, divestitures or partnerships; and
actual or anticipated changes in the global economic or industry outlook.
Many of these factors are beyond our control and may negatively impact the market price of our ADSs, regardless of our
performance. In addition, the stock market in general, and the market for technology and semiconductor companies in particular, have
been highly volatile. Our ADSs may not trade at the same price levels as that of other semiconductor and technology companies, and
shares of semiconductor and technology companies, in general, may not sustain their current market prices. These fluctuations as well
as general economic, political, and market conditions may have an adverse effect on the market price of our ADSs.
There can be no assurance that we will continue to declare cash dividends on a quarterly basis, if at all or in any particular
amounts.
Our Board of Directors declared payment of our first quarterly dividend on our common stock in January 2013 and the first
dividend payment was made on March 4, 2013. Our Board of Directors has subsequently declared and paid dividends in each
successive quarter. On November 2, 2015 and October 24, 2016, our Board of Directors, instead of declaring a quarterly dividend,
declared an annual dividend payable in four quarterly installments. The continuation of declaring dividends or if at all, depends on,
among other things, that the dividend payment is in the best interests of our shareholders, our results of operations, capital availability
and future capital requirements, financial condition, statutory requirements, and other factors that the board of directors may deem
relevant. The decision of any declaration of dividend payment, the amount and the frequency of such, if at all, is the discretion of our
Board of Directors. Our dividend payments may change from time to time, and we cannot provide assurance that we will continue to
declare dividends, if at all or in any particular amounts. A reduction in or elimination of our dividend payments could have a negative
effect on our share price.
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If we are characterized as a passive foreign investment company, U.S. Holders may experience adverse tax consequences.
Based on the present and projected composition of our income and valuation of our assets, we believe we are not currently
classified as a passive foreign investment company (“PFIC”) for U.S. federal income tax purposes. We will generally be classified as a
PFIC for any taxable year in which either (a) at least 75% of our gross income is passive income or (b) at least 50% of the value
(determined on the basis of a quarterly average) of our assets is attributable to assets that produce or are held for the production of
passive income. If we are characterized as a PFIC, U.S. Holders may experience adverse tax consequences. See “ ITEM 10.
ADDITIONAL INFORMATION -Taxation-United States Federal Income Taxation.”
We are subject to risks associated with international operations which may harm our business.
We conduct our business worldwide. We are a Cayman Islands corporation with principal executive offices in Hong Kong and
have most of our operations outside of the United States. We undertake our design and development activities primarily in China, Korea
and Taiwan. Our integrated circuits are manufactured, assembled, tested and packaged by third-parties located primarily in China,
Korea, and Taiwan. We generated 91%, 89% and 89% of our revenue in 2014, 2015 and 2016, respectively, from sales to customers
outside the United States, and for the year ended December 31, 2016, 74% of our revenue was from sales in three jurisdictions —
Taiwan, Korea and China. International operations are subject to many other inherent risks, including but not limited to:
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international economic and political conditions, such as political tensions between countries in which we do business (please
also refer to Risk Factors relating to China, Korea, and Taiwan);
unexpected changes in, or impositions of, legislative or regulatory requirements;
complying with a variety of foreign laws;
differing legal standards with respect to protection of intellectual property and employment practices;
cultural differences in the conduct of business;
inadequate local infrastructure that could result in business disruptions;
exporting or importing issues related to export or import restrictions, tariffs, quotas and other trade barriers and restrictions;
financial risks such as longer payment cycles and difficulty in collecting accounts receivable;
adverse taxes rules, regulations and penalties; and
other factors beyond our control such as nature disasters, terrorism, civil unrest, war and diseases such as severe acute
respiratory syndrome, the Avian influenza, and the Swine influenza.
Although our reporting currency is the U.S. dollar, and the majority of our sales and cost of sales are denominated in the U.S.
dollar, the majority of our operating expenses are denominated in the NT dollar, and to a lesser extent Korean won, Chinese yuan and
U.S. dollar. The functional currencies of our Korean operations and our Chinese operations are the Korean Won and the Chinese yuan,
respectively. As a result, appreciation or depreciation of other currencies in relation to the U.S. dollar could result in material
transaction and translation gains or losses that could adversely affect, or cause fluctuations in, our results of operations. We do not
currently engage in currency hedging activities.
Parts of the world, including Taiwan, Japan, China and the United States are susceptible to earthquakes. In 1999, 2008, and 2011,
Taiwan, China, and Japan respectively, experienced severe earthquakes that caused significant property damage and loss of
life. Although the 1999, 2008 and 2011 earthquakes did not have a material impact on our business, a major earthquake and consequent
disruptive events could severely disrupt the normal operations of our business and have a material and adverse effect on our financial
condition and operating results.
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We face substantial political risks associated with doing business in Taiwan because of the tense political relationship between
Taiwan and the People’s Republic of China.
Our principal executive offices and a majority of our employees and a significant portion of our research and development and
operations are based in Taiwan. In addition, most of our foundries and assembly and testing suppliers such as TSMC, SMIC, Advanced
Semiconductor Engineering Group (“ASE”), Siliconware Precision Industries Co., Ltd. (“SPIL”), and King Yuan Electronics Corp.
(“KYEC”) are located in either Taiwan or China. Accordingly, our business and results of operations and the market price of our ADSs
may be affected by changes in Taiwan or China governmental policies, taxation, inflation or interest rates and by social instability and
diplomatic and social developments in or affecting Taiwan that are outside of our control. Taiwan has a unique international political
status. China does not recognize the sovereignty of Taiwan. Although there have been significant economic and cultural ties between
Taiwan and China in recent years, the political relations have often been strained. The government of China has indicated that it may
use military force to gain control over Taiwan, particularly under what it considers as highly provocative circumstances, such as a
declaration of independence by Taiwan or the refusal by Taiwan to accept China’s “One China” policy. On March 14, 2005, the
National People’s Congress of China passed what is widely referred to as the “anti-secession” law, a law authorizing the Chinese
military to attack Taiwan in order to block moves by Taiwan toward formalizing independence.
Past and recent developments in relations between Taiwan and China have on occasion depressed the market prices of the
securities of Taiwanese companies or companies with significant business activities in Taiwan. We cannot assure you any contentious
situations between Taiwan and China will always resolve in maintaining the current status quo or remain peaceful. Relations between
Taiwan and China and other factors affecting military, political or economic conditions in Taiwan could have a material adverse effect
on our financial condition and results of operations, as well as the market price and the liquidity of our ADSs.
We face substantial political risk associated from doing business in South Korea because of tensions in the political relationship
between South Korea and North Korea.
Relations between South Korea and North Korea have been tense over most of South Korea’s history. In recent years, there have
been heightened security concerns stemming from North Korea’s nuclear weapons and ballistic missile capabilities and uncertainty
regarding North Korea’s actions and possible responses from the international community. More recent concerns over North Korea’s
nuclear and ballistic missile testing programs, hostile and threatened actions by North Korea against South Korea, North Korea’s
leadership succession, and relations between the United States and North Korea, have created a global security issue that may adversely
affect South Korean business and economic conditions. South Korea was not a signatory of the armistice agreement that ended the
Korean War, and since no peace treaty was signed between South Korea and North Korea, the two countries are technically still at war.
We cannot assure you as to whether or when this situation will be resolved or change abruptly as a result of current or future events,
including, without limitation, the effects, if any, of (i) the transition of the “Supreme Leader” to Kim Jong Un that began after the
passing of Kim Jong Il in 2011, (ii) recent increases to previously imposed UN sanctions on North Korea, (iii) the effects of the denial
of access to South Koreans who manage jointly run factories in the North Korean city of Kaesong and (iv) the general increase in
overtures and rhetoric by the North Korean government with respect to its nuclear capabilities and willingness to use such weapons as
they see fit. We cannot give any assurance that the level of instability and tension in the Korean peninsula will not escalate in the future,
or that the political regime in North Korea may not suddenly collapse. An adverse change in economic or political conditions in South
Korea or North Korea or in South Korea’s relations with North Korea could have a material adverse effect on our South Korean
subsidiary and our company.
15
Our business depends on the support of the Taiwanese, and South Korean governments, and a decrease in this support may
increase our tax liabilities and decrease our net income.
Our Taiwan operating company has benefited from tax incentives provided by the Taiwanese government. For example, under the
Statute for Upgrading Industries of Taiwan, we were granted tax credits by the Taiwan Ministry of Finance for qualifying research and
development costs and in qualifying employee training expenses. In addition, Taiwan law offers preferential tax treatments to industries
that are encouraged by the government. In 2010, “Statute for Industries Innovation” was passed to replace the “Statute for Upgrading
Industries” in tax incentives. However, we are still eligible to use certain previously granted exemptions. See “Operating and Financial
Review and Prospects — Principal Factors Affecting Our Results of Operations — Provision for income taxes” and Note 15 to our
consolidated financial statements for a more detailed description of our ability to enjoy these preferential tax treatments. If any of our
tax credits or our ability to take advantage of these preferential tax treatments are curtailed or eliminated, our net income may decrease
materially. The last tax credit granted to us by the Taiwanese government expired at the end of 2016.
The South Korean government provides a variety of tax incentives designed to promote designated industries such as the
technology industry. We, like many Korean technology companies, have benefited from certain tax incentives, including tax credits for
applicable research and development expenses and tax credit for investments made to improve business productivity. If these and other
tax incentives are curtailed or eliminated, our net income may decrease materially.
The enactment of legislation implementing changes in taxation of international business activities, the adoption of other tax
reform policies or changes in tax legislation or policies could materially impact our financial position and results of operations.
Tax bills are introduced from time to time to reform taxation of international business activities. The Organisation for Economic
Co-operation and Development, or OECD, has released guidance covering various topics, including country-by-country reporting,
definitional changes to permanent establishment and guidelines in determining arm’s length transfer pricing. This guidance is
collectively referred to as Base Erosion and Profit Shifting, or BEPS, an initiative that aims to standardize and modernize global tax
policy. Depending on legislation ultimately enacted in connection with this guidance by jurisdictions in which we operate, there may be
significant consequences for us due to our significant international business activities. For example, adoption of BEPS by foreign
jurisdictions in which we operate could result in changes to tax policies, including transfer-pricing policies that could ultimately impact
our tax liabilities to foreign jurisdictions. If any of these proposals are enacted into law, or if other international, consensus-based tax
policies and principles are amended or implemented, they could have material adverse consequences on the amount of tax we pay and
thereby on our financial position and results of operations.
In addition, policies regarding corporate income taxes in numerous jurisdictions are under heightened scrutiny. As a result,
decisions by tax authorities regarding treatments and positions of corporate income taxes could be subject to legislative investigation
and inquiry, which could result in changes in tax policies or prior tax rulings. As such, the taxes we previously paid may be subject to
change and our taxes may increase in the future, which could have an adverse effect on our results of operations, financial condition and
our corporate reputation.
ITEM 4.
INFORMATION ON THE COMPANY
History and Development of the Company
Silicon Motion Technology Corporation (“Silicon Motion”) is a corporation which was incorporated in the Cayman Islands in
January 2005 and acquired Silicon Motion, Inc., a Taiwan corporation (“SMI Taiwan”), in April 2005. Originally SMI Taiwan was
known as Feiya Technology Corporation (“Feiya”), a Taiwan corporation which was incorporated in April 1997 but had changed its
name to SMI Taiwan after acquiring in August 2002 Silicon Motion, Inc., a California corporation (“SMI USA”), which was
incorporated in November
16
1995. Feiya was originally a flash memory products company and SMI USA a graphics processor company. In April 2007, we acquired
FCI Inc. (“FCI”), a leading designer of RF ICs for mobile TV and wireless communications based in Korea. In July 2015, we acquired
Shanghai Baocun Information Technology Co., Ltd (“Shannon Systems”), China’s leading enterprise-class PCIe SSD company based in
Shanghai, China.
Our principal executive offices are located at Unit 04-05, 27/F, #909 Cheung Sha Wan Rd., Cheung Sha Wan, Kowloon, Hong
Kong. The address of our United States operating subsidiary, Silicon Motion, Inc., is 690 N. McCarthy Blvd. Suite 200, Milpitas, CA
95035. The address of our Taiwan operating subsidiary, Silicon Motion, Inc., is 8/F, #36 Taiyuan St., Jhubei, Hsinchu 30265, Taiwan.
Our ADSs have been listed and traded on Nasdaq since June 2005.
Subsidiaries of the Company
Below is a list of subsidiaries of the Company. All subsidiaries are wholly owned.
Name of Entity
FCI Inc.
Silicon Motion K.K.
Silicon Motion Korea Ltd.
Silicon Motion Technology (HK) Ltd.
Silicon Motion, Inc.
Silicon Motion, Inc.
Silicon Motion, Inc. (Beijing)
Silicon Motion, Inc. (Shanghai)
Silicon Motion, Inc. (Shenzhen)
Shannon Systems
Overview
Jurisdiction of Incorporation
Korea
Japan
Korea
Hong Kong
California
Taiwan
China
China
China
China
We are a global leader and pioneer in developing NAND flash controller ICs for solid-state storage devices and specialty RF ICs
for mobile devices. We supply more NAND flash controllers than any other company in the world and have one of the broadest
portfolios of controller solutions and technologies. Our key products are controllers used in embedded storage products such as SSDs
and eMMCs, as well as in expandable storage products such as memory cards and USB flash drives. Our products are widely used in
computing and mobile devices and for industrial, enterprise, commercial and other applications. Our customers include most of the
NAND flash makers, leading technology OEMs, and the majority of storage device module makers. More NAND flash products,
especially next-generation flash, produced by Intel, Micron, Samsung, SK Hynix, Toshiba and Western Digital are supported by Silicon
Motion controllers than any other company. We are the world’s leading merchant supplier of controllers for eMMC embedded memory
used in smartphones and tablets, and the leading merchant supplier of controllers for client SSDs used in PCs and other applications.
We also supply customized specialty SSD solutions for the Chinese hyperscale data center market and for high-performance industrial
applications. We market our controllers under the “SMI” brand, our enterprise-grade SSDs under the “Shannon Systems” brand, our
single-chip industrial-grade SSDs under the “Ferri SSD” and “Ferri-eMMC” brands, and specially RF ICs under the “FCI” brand.
Industry Background
We operate in the semiconductor industry and primarily focus on designing, developing and marketing: (i) controllers for
managing NAND flash used in embedded storage applications, such as eMMC embedded memory and SSDs and expandable storage
applications such as flash memory cards and USB flash drives, (ii) customized specialty SSD solutions for the Chinese hyperscale data
center market and for industrial applications, and (iii) specialty RF ICs used in mobile devices.
17
Our Market and Products
Our products, primarily embedded storage products, expandable storage products and specialty radio frequency integrated circuits
(RF ICs), are designed, developed and marketed to mobile storage and mobile communications markets. The two general types of
embedded storage and expandable storage products that we sell are (i) NAND flash controllers, such as embedded MultiMediaCard
(eMMC), client solid-state drive (SSD), flash memory card and Universal Serial Bus (USB) flash drive controllers, and (ii) specialty
storage solutions, such as our customized enterprise-grade Shannon Systems Peripheral Component Interconnect Express (PCIe) SSDs
and industrial-grade and commercial-grade single-chip FerriSSDs and Ferri-eMMCs. NAND flash controllers account for a significant
majority of sales. Our Ferri storage solutions all use our industry-proven controllers and beginning in 2016, our Shannon Systems SSDs
also started using our controllers.
NAND Flash Controllers
NAND flash is a type of non-volatile digital data storage technology that does not require power to retain data and has become the
primary semiconductor technology for mass digital data storage. The benefits of NAND flash include high data storage capacity at low
cost per bit, fast data read and write access time, low operating power requirements, and shock resistance. NAND flash is widely used
for embedded and expandable data storage in mobile and computing devices such as smartphones and notebook PCs and more recently
is also being used in commercial-grade, industrial-grade, and enterprise-grade equipment. The NAND flash market is large and has
grown rapidly, and the leading suppliers of NAND flash are Intel, Micron, Samsung, SK Hynix, Toshiba and Western Digital.
All NAND flash storage devices require a controller and almost all storage devices use a discrete controller IC. Key functions of a
flash memory controller include:
• managing the interfacing of the NAND flash in the flash memory storage product with the host device;
•
•
ensuring data reliability in NAND flash by detecting and correcting bit errors in the NAND flash caused by read/write
disturbance and adjacent cell interference;
ensuring data integrity in NAND flash by mapping bad blocks and preventing bad blocks from being used for storing data;
• maximizing the life of NAND flash with wear-leveling algorithms which spread out the use of the memory array and
equalize the use of all the memory cells;
•
•
•
•
enhancing the sequential and random read and write performance of NAND flash by utilizing multiple-plane architecture,
interleaving, or other technologies;
preventing data loss during sudden, unexpected host device power failures with advanced power cycling solutions;
implementing security features to protect software code, personal data and multimedia digital rights; and
ensuring that flash memory storage solutions are compatible with host devices.
We believe that our controllers are designed to meet the specifications of the majority of NAND flash components currently being
produced by different flash memory manufacturers, including small and big block Single-Level Cell (“SLC”) and Multi-Level Cell
(“MLC”) NAND flash. Most of our controllers support planar and 3D two-bits per cell MLC or three-bits per cell MLC NAND flash,
which is also known as Triple-Level Cell (“TLC”) NAND flash. Our controllers also support NAND flash designed and fabricated at all
the primary process geometries, including the most advanced process geometries, with the highest layer-count 3D architecture.
18
Mobile Storage Market
We provide embedded storage products and expandable storage products primarily for the mobile storage market, targeting
NAND flash makers, technology OEMs and module makers.
Embedded Storage Products
eMMC controllers. We supply controllers for eMMC and UFS, both industry standard high-performance, low-power single-chip
embedded memory solutions that are widely used in smartphones, tablets, smart TVs and other IOT devices. Our customers use our
controllers with their NAND flash components to manufacture single-chip eMMC or UFS memory modules and with their NAND flash
and mobile dynamic random-access memory (DRAM) components to manufacture eMMC-based multi-chip package (eMCP) and
UFS-based multi-chip package (uMCP) memory modules. Our eMMC controllers support all the current widely used standards,
including eMMC 4.5, eMMC 5.0 eMMC 5.1 and UFS 2.1. We believe we are the world’s largest merchant supplier of eMMC and UFS
controllers. Our largest eMMC controller customer is SK Hynix; we believe SK Hynix is manufacturing eMMCs and eMCPs with our
controllers and is supplying all of the global top 10 Android smartphone original equipment manufacturers (OEMs) with these
solutions.
Client SSD controllers. We believe we are the world’s largest merchant supplier of client SSD controllers and provide highly
customizable hardware plus firmware turnkey SSD controller solutions to NAND flash manufacturers and module makers that
manufacture and supply to PC OEMs and the channel markets their SSDs with our controllers for use in notebook and desktop PCs,
other client devices and in high-performance, low-latency non-mission critical data center applications. Our client SSD controllers
support interfaces that include Serial Advanced Technology Attachment (SATA) III and PCIe and the majority of the latest generation
of NAND flash components. Our value-added technologies provided to our client SSD controller customers include end-to-end data
path protection, power-loss data security features, Opal-compliant AES advanced full-disk encryption, and active operating temperature
monitoring.
Embedded flash storage controllers. Our embedded flash controllers are designed to control NAND flash embedded on devices
with Compact Flash, USB, and SATA interfaces. Applications using our embedded flash storage controllers include industrial-grade
Compact Flash (CF) cards, industrial-grade Secure Digital (SD) cards, disk-on-modules (DOMs), Integrated Drive Electronics (IDE)
SSDs (also known as Parallel Advanced Technology Attachment (PATA) SSDs), embedded USB flash drives, industrial-grade USB
flash drives and non-consumer-grade 3 Gigabit per second (Gp/s) and 6 Gb/s SATA SSDs. Our embedded flash controllers are offered
in commercial temperature (0 °C to 70 °C) and industrial temperature (-40 °C to +85 °C) versions and backed by long term product
support. We believe we are the world’s largest supplier of embedded flash storage controllers and supply our controllers primarily to
module makers that specialized in supplying the industrial and commercial applications markets.
Ferri storage solutions. Our FerriSSDs and Ferri-eMMCs are highly reliable, industrial-grade and commercial-grade single-chip
SSDs, which are developed for a wide-range of embedded applications that require high data rate, small form factor and compliance
with standard PATA, SATA and eMMC protocols. These single-chip SSDs are designed using our industry-proven PATA, SATA and
eMMC controller technologies with high-quality NAND flash components to simplify customers’ design work, and are offered to OEM
customers that also require long supply continuity. For certain customers, we offer options for firmware customization to meet their
unique embedded storage requirements. We believe we are the world’s largest supplier of industrial-grade and commercial-grade
single-chip SSDs.
Shannon Systems enterprise SSD solutions. In China, we provide customized, high-performance enterprise-grade SSDs for both
hyperscale and enterprise data centers. Our SSDs are developed for customers who require the largest storage capacity, lowest latency,
fastest input/output operations per second (IOPS), lowest power, feature-rich software functionality and unparalleled performance
stability with end-to-end data path protection.
19
Expandable Storage Products
Flash memory card controllers. Our controllers for flash memory card standards include microSD cards used primary with
smartphones and SD and CF cards used primarily with digital cameras and camcorders. For microSD and SD cards, we offer controllers
for (i) different speed class, including the significantly faster Secure Digital High Capacity (SDHC) and Secure Digital eXtended
Capacity (SDXC) cards that use the Ultra High Speed (UHS) bus and (ii) different storage capacities, including the significantly higher
capacity SDHC and SDXC cards, which also have faster speed and added capabilities.
USB flash drive controllers. USB flash drives are NAND flash storage devices integrated with a standard USB interface, either
USB 2.0 or the faster USB 3.0. USB flash drives are popular in computing and consumer electronics markets for the portable storage of
files.
Mobile Communications Market
For the mobile communications market, a market that extends from smartphones to new devices that target the internet-of-things,
we provide specialty RF ICs, primarily mobile TV system-on-chips (SoCs) and certain handset RF ICs.
Mobile TV SoCs. Our products include integrated mobile TV tuner plus demodulator SoCs for mobile phones and other portable
devices. Our solutions are designed for leading digital mobile TV broadcast standards, specifically Terrestrial-Digital Media Broadcast
(T-DMB) for the Korean market and Integrated Services Digital Broadcasting-Terrestrial (ISDB-T) for the Japanese and certain Asian
and South American markets.
Handset RF ICs. We provide fourth generation (4G) Long Term Evolution-Advanced (LTE-Advanced) low-noise amplifier
(LNA) components and switch components as well as multi-mode diversity Code-Division Multiple Access (CDMA) transceivers.
Our Customers
We sell our semiconductor solutions to NAND flash manufacturers leading technology OEMs and module makers, worldwide.
Most of our high performance flash memory storage controllers are supplied to NAND flash manufacturers. We are the leading
merchant supplier of controllers used in client SSD for PCs and eMMC used in smartphones and a leading supplier of controllers used
in flash memory cards and USB flash drives. We provide our specialty RF ICs primarily to Samsung and other OEMs.
Sales to our five largest customers represented approximately 64%, 54% and 58% of our net revenue in 2014, 2015 and 2016,
respectively. Sales to two customers in 2014, and one customer in 2015 and 2016 accounted for 10% or more of our net revenue,
representing 47%, 30% and 28% of our net revenue in 2014, 2015 and 2016, respectively. In 2014, the significant customers were
Samsung and SK Hynix and in 2015 and 2016, SK Hynix. The identities of our largest customers and their respective contributions to
our net revenue have varied and will likely continue to vary from period to period.
The majority of our customers purchase our products through purchase orders, as opposed to entering into long-term contracts
with us. The price for our products is typically agreed upon at the time a purchase order is placed.
Sales and Marketing
We market and sell our products worldwide through a combination of direct sales personnel and independent electronics
distributors. Our direct sales personnel are strategically located near our major OEM and modular maker customers in Taiwan, Korea,
China, the United States, and Japan. Approximately 81% of our sales in 2014, 71% of our sales in 2015, and 69% of our sales in 2016
were attributable to our direct sales force while the remainder was attributable to distributors.
20
To supplement our direct sales, we have independent electronics distributors and sales reps with locations throughout the world.
We selected these distributors and reps based on their ability to provide effective field sales, marketing communications and technical
support for our products to our customers.
Our marketing group focuses on our product strategy, product development road maps, new product introduction process, demand
assessment, competitive analysis, and product marketing. We seek to work with potential and existing customers early in their design
process to best match our products to their needs, and more broadly, to ensure that product development activities, product launches,
and on-going demand and supply planning occur in a well-managed, timely basis in coordination with our research and development,
operations, and sales groups, as well as our customers and distributors. We also attend industry tradeshows and technical conferences to
promote our products and solutions, maintain close contact with our existing customers to assess demand, and keep current with
industry trends. Our participation in industry standards associations, such as JEDEC and the SD Association for our embedded storage
and expandable storage products, helps us monitor the latest industry developments and promote our corporate profile. Our marketing
group also works with our sales teams to identify new business opportunities.
We also have field application engineers (FAEs), who provide technical support and assistance to existing and potential customers
in designing, testing and qualifying systems that incorporate our products. Our FAE organization is segmented by product and market to
support our customers.
Research and Development
We devote a significant amount of resources to research and development for broadening and strengthening our portfolio of
technology, products and solutions. Our engineering team has expertise in NAND flash management algorithms, system architecture,
digital, mixed-signal and RF IC design, and software engineering. As of March 31, 2017, we had 922 patents and have 813 pending
applications worldwide. We will continue to actively pursue the filing of additional patent applications in important jurisdictions.
We believe technology research and product development is essential to our growth. Our primary research and development
centers are located in Hsinchu and Taipei, Taiwan, Seoul, South Korea and Shanghai, China. Our facilities in Seoul focus primarily on
our specialty RF IC products, our facilities in Hsinchu and Taipei focus primarily on our NAND flash controller products, and our
facilities in Shanghai focus primarily on SSD solutions and specific product requirements of our customers in China.
Our research and development expenses were approximately US$60.9 million, US$71.2 million and US$92.4 million for the years
ended December 31, 2014, 2015 and 2016, respectively.
Manufacturing
We design and develop our products and electronically transfer our proprietary designs to independent foundries for the
manufacturing and processing of silicon wafers. Once the wafers are manufactured, they are then shipped to third-party assembly and
testing subcontractors. Individual dies on each wafer are assembled into finished chips and undergo several stages of testing before
delivery to our customers. We also ship bare dies to our customers. We believe that our strategy of outsourcing wafer fabrication,
packaging and testing enables us to benefit from the research and development efforts of leading manufacturers without the requirement
to commit our own substantial capital investments. Our fabless business model also provides us with the flexibility to engage vendors
who offer services that best complement our products and technologies.
Wafer fabrication. TSMC and SMIC are currently our primary foundries that manufacture most of our semiconductors. We use
their fabs in Taiwan, Singapore, and China to fabricate our devices using mature and stable CMOS process technology, primarily with
process node from 40 to 55 nanometers. We regularly evaluate the benefits and feasibility, on a product-by-product basis, of migrating
to more cost efficient manufacturing process technologies.
21
Assembly and testing. Following wafer fabrication, our wafers are shipped to our assembly and test subcontractors where they are
probed, singulated into individual dies, assembled into packaged chips, and undergo the process of electronic final testing. In order to
minimize cost and maximize turn-around time, our products are designed to use low cost, industry standard packages and can be tested
with widely available automatic testing equipment. We currently engage companies such as ASE, SPIL, and KYEC as our primary
subcontractors for the assembly and testing of our products. We have dedicated teams of manufacturing engineers who maintain control
over the process from the early stages of manufacturing. Our engineers work closely with our subcontractors to develop product testing
and packaging programs to ensure these programs meet our product specifications, thereby maintaining our ownership of the functional
and parametric performance of our semiconductors.
Quality and reliability assurance. We have designed and implemented a quality assurance system that provides the framework for
continual improvement of products, processes and customer service. To ensure consistent product quality, reliability and yield, our
quality assurance teams perform reliability engineering, quality control, international organization for standardization (ISO) system
development, document control, subcontractor quality management and customer engineering services to closely monitor the overall
process from IC design to after-sale customer support. In particular, we rely on in-depth simulation studies, testing and practical
application testing to validate and verify our products. We emphasize a strong supplier quality management practice in which our
manufacturing suppliers and subcontractors are pre-qualified by our quality assurance teams. Our suppliers are required to have a
quality management system, certified to ISO 9000 standard. Our operations have been ISO 9001 certified since 1999.
Competition
The semiconductor industry is characterized by intense competition. Our customers face supply shortages or oversupply, rapid
technological changes, evolving industry standards and declining average selling prices.
Our competitors include Marvell and Phison. We also face competition from some of our customers.
Seasonality
See “Risk Factors — Because our operating results for any period could be adversely affected by a number of factors and
therefore fluctuate significantly, our annual and quarterly operating results are difficult to predict” in Item 3 above and “Operating and
Financial Review and Prospects — Principal Factors Affecting Our Results of Operations” in Item 5 below.
Intellectual Property
Our success and future revenue growth depends, in part, on our ability to protect our intellectual property. We rely on a portfolio
of intellectual property rights, registered in the United States, Taiwan, and other countries, including patents, copyrights, trademark
registrations, trade secret laws, contractual provisions, licenses, and other methods to protect our intellectual property.
As of March 31, 2017, we held 922 patents and have 813 pending applications worldwide. There can be no assurance that patents
will ever be issued with respect to these pending applications. Furthermore, it is possible that any patents held by us may be invalidated,
circumvented, challenged or licensed to others. In addition, there can be no assurance that such patents will provide us with competitive
advantages or adequately safeguard our proprietary rights. While we continue to file new patent applications with respect to our recent
developments, existing patents are granted for prescribed time periods and will expire at various times in the future. We expect to
continue to file patent applications where appropriate to protect our proprietary technologies.
Companies in the semiconductor industry have frequently demonstrated a readiness to commence litigation based on allegations of
patent and other intellectual property infringement. From time to time, third parties may
22
assert infringement claims against us. We may not prevail in any such litigation or may not be able to license patents from third parties
on commercially reasonable terms, if at all. Litigation, regardless of the outcome, is likely to result in substantial cost and diversion of
our resources, including our management’s time. Any such litigation could materially adversely affect us. In addition, in the contracts
under which we sell semiconductor products, we may have agreed to indemnify our customers against losses arising out of claims of
unauthorized use of intellectual property.
We intend to protect our intellectual property rights vigorously, but there can be no assurance that our efforts will be successful. In
addition, the laws of other countries in which our products are sold may not protect our products and intellectual property rights to the
same extent as the laws of the United States.
While our ability to effectively compete depends in large part on our ability to protect our intellectual property, we believe that our
technical expertise, customer support capabilities, and ability to introduce new products in a timely and cost effective manner will be
important factors in maintaining our competitive position.
We claim copyright and trademark protection for proprietary documentation for our products and a variety of branding marks. We
have registered “Silicon Motion” and its logo (a three-dimensional cube depiction of the letters “SM”), FCI, the FCI logo, the Shannon
Systems logo, “PCIe-RAID,” “DIRECT-IO,” “airRF,” “basicRF,” “ezRF,” “ezSYS,” “powerRF,” “twinRF,” “zipRF,” “zipSYS,”
“VirtualZero,” “SSDLifeGuard,” “SSDLifeSaver,” “TurboMLC,” “FerriSSD,” “Ferri-eMMC,” and “NANDXtend” as trademarks in the
United States, Taiwan, and other countries.
We also attempt to protect our trade secrets and other proprietary information through agreements with our customers, suppliers,
employees and consultants, and through other customary security measures.
We have entered into license agreements with third party intellectual property vendors for wafer fabrication tool libraries,
semiconductor IP core, computer aided design tools, and software.
Facilities
As of the date of this annual report, we occupy facilities totaling approximately 348,400 square feet, which house our management
and administration, operations, research and development and sales and marketing departments. Of our facilities, approximately
202,600 square feet are owned and approximately 145,800 square feet are occupied under leases. We consider our facilities sufficient to
meet our current operational requirements. The table below lists the location of our operating facilities.
Location
Jhubei, Taiwan
Taipei, Taiwan
Seoul, Korea
Shanghai, China
Shenzhen, China
Milpitas, California
Others (1)
Primary Use
Research & development, management & administration
Research & development, sales & marketing
Research & development, sales & marketing
Research & development, sales & marketing
Sales & marketing
Sales & marketing, management
Sales & marketing, management
(1) Hong Kong, Yokohama, Japan, Beijing, China
Approximate Square Footage
182,600
60,900
37,900
23,800
21,400
13,300
8,500
Leases covering our currently occupied leased facilities expire at varying dates, generally within the next five years. We anticipate
no difficulty in retaining occupancy through lease renewals, month-to-month occupancy or replacing the leased facilities with
equivalent facilities.
23
We currently own commercial property in both Taipei and Shanghai of approximately 6,200 and 15,900 square feet, respectively,
which we have no plans to use for our operations. We are in the process of selling this Shanghai property and intend to also sell the
Taipei property.
Government Regulation
See Risk Factors — “We face substantial political risks associated with doing business in Taiwan because of the tense political
relationship between Taiwan and the People’s Republic of China,” “We face substantial political risk associated from doing business in
South Korea because of tensions in the political relationship between South Korea and North Korea,” and “Our business depends on the
support of the Taiwanese and South Korean governments, and a decrease in this support may increase our tax liabilities and decrease
our net income” in Item 3 above.
ITEM 4A.
UNRESOLVED STAFF COMMENTS
None.
ITEM 5.
OPERATING AND FINANCIAL REVIEW AND PROSPECTS
General Information
We are a global leader and pioneer in developing NAND flash controller ICs for solid-state storage devices and specialty RF ICs
for mobile devices. We supply more NAND flash controllers than any other company in the world and have one of the broadest
portfolios of controller solutions and technologies. Our key products are controllers used in embedded storage products such as SSDs
and eMMCs, as well as in expandable storage products such as memory cards and USB flash drives. Our products are widely used in
computing and mobile devices and for industrial, enterprise, commercial and other applications. Our customers include most of the
NAND flash makers, leading technology OEMs, and the majority of storage device module makers. More NAND flash products,
especially next-generation flash, produced by Intel, Micron, Samsung, SK Hynix, Toshiba and Western Digital are supported by Silicon
Motion controllers than any other company. We are the world’s leading merchant supplier of controllers for eMMC embedded memory
used in smartphones and tablets, and the leading merchant supplier of controllers for client SSDs used in PCs and other applications.
We also supply customized specialty SSD solutions for the Chinese hyperscale data center market and for high-performance industrial
applications. We market our controllers under the “SMI” brand, our enterprise-grade SSDs under the “Shannon Systems” brand, our
single-chip industrial-grade SSDs under the “Ferri SSD” and “Ferri-eMMC” brands, and specially RF ICs under the “FCI” brand.
Our revenue growth and product mix have been constantly evolving due to continued technological advancement of solid state
storage solutions using NAND flash and demands from new applications. Historically, controllers for expandable storage products
provided the majority of our revenue. Recently, a growing portion of our revenue growth has come from embedded storage products. In
2014, our embedded storage product sales accounted for over half our total sales and exceeded the sales of our expandable storage
products. In 2015 and 2016, our embedded storage product sales grew to account for almost 60% and 80% of our total sales,
respectively. We believe that over the next few years, as the market for embedded storage products further expands, our revenue from
these new growth products, specifically client SSD controllers, will increase further. We continue to focus on adapting our business to
the changing end-markets for NAND flash memory and aligning our resources accordingly. We have no assurance that our embedded
storage products sales will grow consistently over the next few years, or at all.
The following discussion of our financial condition and results of operations is based upon and should be read in conjunction with
our consolidated financial statements and their related notes included in this annual report. This discussion contains forward-looking
statements that involve risks and uncertainties. We caution you
24
that our business and financial performance are subject to substantial risks and uncertainties. Actual results could differ materially
from those projected in the forward-looking statements. See “Special Note Regarding Forward-Looking Statements.” In evaluating our
business, you should also carefully consider the information provided under the caption “Risk Factors” included in Item 3 of this
annual report.
Principal Factors Affecting Our Results of Operations
Net sales. Our net sales consist primarily of sales of our products, after deducting sales discounts and allowances for returns. The
products that we sell are primarily for mobile storage and mobile communications markets. Net sales generated by our products by
market segments for the periods indicated are as follows:
2014
Year Ended December 31,
2015
2016
Net Sales
Mobile Storage (1)
Mobile Communications (2)
Others (3)
Total
241,614
40,034
7,675
289,323
84
14
2
100
302,910
50,896
7,491
361,297
84
14
2
100
510,687
39,322
6,137
556,146
US$
%
US$
(in thousands, except percentage data)
US$
%
%
92
7
1
100
(1)
(2)
(3)
Includes embedded storage and expandable storage products.
Includes mobile TV SoCs and handset RF ICs.
Includes embedded graphics processors, demo boards, and non-recurring engineering income.
For the years ended December 31, 2014, 2015 and 2016 we derived approximately 20%, 20%, and 14%, respectively, of our net
sales from customers located in Taiwan and approximately 9%, 11%, and 11% respectively, of our net sales from customers located in
the United States. We anticipate that a majority of our net sales will continue to come from customers located outside of the United
States. The percentages of our net sales by geographic area for the periods indicated were as follows:
Country
Taiwan
Korea
China
United States
Others
Year Ended December 31,
2015
2016
2014
20%
52%
12%
9%
7%
20%
42%
19%
11%
8%
14%
33%
27%
11%
15%
Our net sales are denominated primarily in U.S. dollars. The percentages of our net sales by currency for the periods indicated are
set forth in the following table:
Year Ended December 31,
2015
2016
2014
Currency
U.S. dollars
Korean won
Japanese yen
Chinese yuan
95%
3%
2%
—
89%
8%
1%
2%
92%
3%
—
5%
The length of our sales cycle, from the day purchase orders are received until products are shipped to customers, is dependent on
the availability of our product inventories. If we do not have sufficient inventories on
25
hand to meet customer demands, approximately three months are generally required from the day purchase orders are received until
finished goods are manufactured and shipped to customers. This cycle can take up to six months during times when capacity at
independent foundries is being fully utilized. The potential delays inherent in the manufacturing process increase the risk that we may
not be able to fulfill a customer’s order on time. All of our sales are made by purchase orders. Because our practice, which is consistent
with industry practice, allows customers to reschedule orders on relatively short notice, order backlog may not be a good indicator of
our future sales.
Because many of our semiconductor solutions are designed for the mobile and computing devices markets, we expect our business
to be subject to seasonality, with higher net sales generally in the second half of each year, when customers place orders to meet
increased demand during year-end holiday seasons. However, our rapid sales growth and changing product mix in recent years could
make assessment of the impact of seasonal factors on our business difficult.
Cost of sales. Our cost of sales consists primarily of the following costs:
•
•
•
•
•
cost of wafer fabrication;
assembly, testing and shipping costs of our semiconductors;
personnel and equipment costs associated with manufacturing support;
quality assurance;
cost of raw materials; and
• write-down of inventory.
We engage independent foundries for the manufacturing and processing of our semiconductors. Our manufacturing cost is subject
to the cyclical supply and demand conditions typical of the semiconductor industry. Our cost per wafer generally fluctuates with the
availability of capacity at independent foundries. We believe that our cost of sales is substantially variable in nature.
Research and development expenses. Our research and development expenses consist primarily of employee salaries and related
costs, stock-based compensation expense, fees paid for the use of intellectual properties and design tools developed by third parties,
development cost of software, expenses for the design, development and testing of system architecture, new product or product
alternatives, costs for the construction of prototypes, occupancy costs and depreciation on research and development related equipment.
We expense research and development expenditures as they are incurred.
Sales and marketing expenses. Our sales and marketing expenses consist primarily of employee salaries and related costs, stock-
based compensation expense, commissions paid to independent distributors and costs for our advertising and promotional activities.
General and administrative expenses. Our general and administrative expenses consist primarily of employee salaries and related
costs, stock-based compensation expense, insurance premiums, professional fees and allowance for doubtful accounts.
Amortization of acquired intangible assets. Amortization of acquired intangible assets relates to intangible assets, such as
development technology, but excluding goodwill.
Accounting for stock-based compensation. We grant both stock options and restricted stock units to our employees and members
of the Board of Directors. The value of our restricted stock units is expensed over the vesting period and based on the grant date share
price, less the present value of expected dividends during the vesting period, discounted at a risk-free interest rate. We estimate the fair
value of stock options on the date of grant using the Black-Scholes option-pricing model and recognize stock compensation expense
over the requisite service period of the individual grantees, which generally equals the vesting period.
26
Non-operating income and expenses. Our non-operating income and expenses include gains or losses on the sales of investments,
interest from deposited cash or short-term investments, gains or losses on foreign exchange rates, impairment of long-term investments,
interest paid on loans and capital leases and other non-operating income and expenses not categorized above. We conduct an assessment
on the value of our long-term investments quarterly and make corresponding write-downs as required to the value of the long-term
investments.
Provision for income taxes. We must make certain estimates and judgments in determining income tax expenses for financial
statement purposes. These estimates and judgments occur in the calculation of tax credits, benefits, deductions and allowance, and in
the calculation of certain tax assets and liabilities, which arise from differences in the timing of recognition of revenue and expense for
tax and financial statement purposes, as well as the interest and penalties related to uncertain tax positions.
We have operations in several countries and determine income taxes for each of the jurisdictions where we operate. Taiwan, China
and Korea are our primary countries of operations.
In Taiwan, we have received tax exemptions from the government that are valid for a number of years and for certain income
streams relating to the expansion of production capacity or the development of new technologies. We also receive significant amounts
of tax credits for applicable research and development expenses incurred in Korea. Because of these and other tax benefits, the effective
tax rates of our Taiwan and Korea operations have been lower than statutory tax rates. See “Risk Factors — Our business depends on
the support of the Taiwanese and South Korean governments, and a decrease in this support may increase our tax liabilities and
decrease our net income” for the risks relating to our ability to enjoy favorable tax policies of the Taiwanese and Korean governments.
Critical Accounting Policies and Estimates
Our discussion and analysis of our financial condition and results of operations are based upon our financial statements, which
have been prepared in accordance with accounting principles generally accepted in the United States.
The preparation of our consolidated financial statements requires us to make estimates and judgments that affect the reported
amount of assets, liabilities, net sales and expenses, and related disclosure of contingent assets and liabilities. We evaluate our estimates
on an on-going basis, including those related to product returns and pricing allowances, allowances for doubtful accounts, inventories,
business combinations, goodwill, long-lived assets, income taxes, litigation and contingencies. We base our estimates and judgments on
our historical experience, knowledge of current conditions and our beliefs of what could occur in the future considering available
information. Because our estimates may vary in each situation, our actual results may differ from our estimates under different
assumptions and conditions.
Our management considers the following factors in reviewing our financial statements:
•
•
the selection of critical accounting policies; and
the judgments and other uncertainties affecting the application of those critical accounting policies.
The selection of critical accounting policies, the judgments and other uncertainties affecting the application of those policies and
the sensitivity of reported results to changes in conditions and assumptions are factors to be considered when reviewing our financial
statements. Our principal accounting policies are set forth in detail in Note 2 to our consolidated financial statements included
elsewhere in this annual report.
We believe the following critical accounting policies affect our more significant judgments used in the preparation of our financial
consolidated statements.
27
Revenue recognition. Revenue from product sales are generally recognized upon shipment to the customer provided that we have
received a signed purchase order, the price has been fixed or is determinable, transfer of title has occurred in accordance with the
shipping terms specified in the arrangement with the customer, collectability from the customer is considered reasonably assured,
product returns are reasonably estimable and there are no remaining significant obligations or customer acceptance requirements.
Revenue on development service orders is generally recognized upon completion and customer acceptance of contractually agreed
milestones.
We record reserves to cover the estimated returns from our customers. Certain of our distributors have limited rights of return and
price protection rights on unsold inventory. The return rights are generally limited to five percent of the monetary value of products
purchased within the preceding six months to three years, provided the distributor places a corresponding restocking order of equal or
greater value. The allowance for sales returns for distributors and all customers is recorded at the time of sale based on historical returns
information available, management’s judgment and any known factors at the time the financial statements are prepared that would
significantly affect the allowance. However, because of the inherent nature of estimates, actual returns and allowances could be
significantly different from our estimates. To the extent rates of return change, our estimates for the reserves necessary to cover such
returns would also change which could have a negative impact on our recorded revenue and gross margin. We reserved approximately
US$1.6 million, US$1.8 million and US$3.3 million in 2014, 2015 and 2016, respectively, for estimated sales returns and discounts,
representing approximately 0.5%, 0.5% and 0.6% of our gross sales for those respective periods.
Occasionally, we have reduced our product pricing due to market conditions, competitive considerations and other factors. Price
protection rights are granted to certain distributors under our distribution agreements. When we reduce the price of our products, price
protection allows the distributor to claim a credit against its outstanding accounts receivable balances based on the new price of the
inventory it has on hand as of the date of the price reduction. A reserve for price adjustments is recorded at the time of sale based on our
historical experience. The amount of our reserve for price adjustments to distributors is minimal.
Allowance for doubtful accounts. We record an allowance for doubtful accounts based on our evaluation of the collectability of
our accounts receivable. Normal payment terms are provided to customers and applied upon transfer of title. On an ongoing basis, we
analyze the payment history of customer accounts, including recent customer purchases. In circumstances where we are aware of a
specific customer’s inability to meet its financial obligations to us, we record a specific allowance against amounts due to reduce the net
recognized receivable to the amount we reasonably believe will be collected. For all other accounts receivable due from customers, we
categorize accounts receivable and make provisions based on a percentage of each category. We determine these percentages by
examining our historical collection experience and current trends in the credit quality of our customers as well as our internal credit
policies. If the financial condition of our customers or economic conditions in general were to deteriorate, additional allowances may be
required in the future and such additional allowances would increase our operating expenses and therefore reduce our operating income
and net income.
Our allowance for trade-related doubtful accounts were approximately US$1.2 million, US$0.8 million and US$0.7 million as of
December 31, 2014, 2015 and 2016, respectively, representing approximately 3.7%, 1.3% and 1.0% of our gross accounts receivables at
the end of each respective periods.
Inventory valuation. We value inventories at the lower of cost or market value. Inventories are recorded at standard cost and
adjusted to the approximate weighted-average cost at the balance sheet date. Market value represents the current replacement cost for
raw materials, finished goods and work in process. We write down our inventory for estimated obsolescence or unmarketable inventory
in an amount equal to the difference between the cost of inventory and the estimated market value based upon assumptions about future
demand and market conditions. If actual market conditions are less favorable than those we projected, additional inventory write-downs
may be required. Inventory impairment charges establish a new cost basis for inventory and charges are not subsequently reversed to
income even if circumstances later suggest that increased carrying amounts are
28
recoverable. In estimating our reserves for obsolescence, we primarily evaluate estimates based on the timing of the introduction of our
new products and the quantities remaining of our old products and write down the value of inventory on hand in excess of the estimated
demand. We wrote down US$4.6 million, US$2.5 million and US$3.0 million in 2014, 2015 and 2016, respectively, for estimated
obsolete or unmarketable inventory.
Stock-based compensation. All share-based payments, including grants of stock options and restricted stock units, are recognized
in our financial statements based upon their respective grant date fair values.
Calculating the fair value of stock option awards at the date of grant requires the use of an appropriate valuation model and
judgment. We use the Black-Scholes valuation formula to estimate the fair value of employee stock options. The Black-Scholes formula
requires the use of input assumptions, including expected volatility, expected term, expected dividend rate and expected risk-free rate of
return. Risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of grant. Expected volatilities are based on
historical volatilities of our ADS prices. We estimated our options’ expected terms using our best estimate of the period of time from
the grant date that we expect the options to remain outstanding. If we determined that another method for estimating expected volatility
or expected term is more reasonable than our current methods, or if another method for calculating these input assumptions was
prescribed by authoritative guidance, the fair value calculated for future stock option awards could change significantly from those used
for past awards, even if the critical terms of the awards were similar. Higher volatility and expected term will result in an increase to the
fair value of stock option awards at the date of grant. The expected dividend rate and expected risk-free rate of return are not as
significant to the calculation of fair value. Stock option awards are expensed over the requisite service period of the individual grantees,
which generally equals the vesting period.
Valuation of long-lived assets and intangible assets with finite useful life. We evaluate the recoverability of long-lived assets and
intangible assets whenever events or changes in circumstances indicate the carrying value may not be recoverable. The carrying value
of a long-lived asset is considered impaired when the sum of the anticipated undiscounted cash flows from such asset is separately
identifiable and is less than the carrying value. If impairment occurs, a loss based on the excess of carrying value over the fair market
value of the long-lived asset is recognized. Fair market value is determined by reference to quoted market prices, if available, or
discounted cash flows, as appropriate. The impairment evaluations and the estimate of fair market value involve management estimates
of assets’ useful lives and future cash flows. Actual useful lives and cash flows could be different from those estimated by management.
This could have a material effect on our operating results and financial condition. No impairment losses were recognized in 2014, 2015
and 2016.
Impairment of long-term investments. We evaluate the recoverability of long-term investments whenever events or changes in
circumstances indicate the carrying value may not be recoverable. Impairment charges are determined based on the difference between
our carrying value and our proportionate ownership of the investee company’s fair value at year end. In 2016, we recognized
impairment losses less than US$0.1 million in long term investments in Cashido Corp. as a result of recurring operating losses and
reduced forecasts of the investee companies which indicated that our investments were not recoverable within a reasonable period of
time.
Business combinations. When we acquire businesses, we allocate the purchase price to tangible assets and liabilities and
identifiable intangible assets acquired. Any residual purchase price is recorded as goodwill. The allocation of the purchase price
requires management to make significant estimates in determining the fair values of assets acquired and liabilities assumed, especially
with respect to intangible assets. These estimates are based on historical experience and information obtained from the management of
the acquired companies. These estimates can include, but are not limited to, the cash flows that an asset is expected to generate in the
future, the appropriate weighted-average cost of capital, and the synergistic benefits expected to be derived from the acquired business.
These estimates are inherently uncertain and unpredictable. In addition, unanticipated events and circumstances may occur which may
affect the accuracy or validity of such estimates.
Goodwill. We record goodwill when the consideration paid for an acquisition exceeds the fair value of net tangible and intangible
assets acquired.
29
We measure and test goodwill on an annual basis or more frequently if we believe indicators of impairment exist. Our impairment
review process compares the fair value of the reporting unit in which the goodwill resides to its carrying value. We determined that our
reporting units are equivalent to our operating segments or components of an operating segment for the purposes of completing our
impairment test. We utilize a two-step approach to testing goodwill for impairment. The first step tests for possible impairment by
applying a fair value-based test. In computing fair value of our reporting units, we use estimates of future revenues, costs and cash
flows from such units. The second step, if necessary, measures the amount of such impairment by comparing the implied fair value of
goodwill to its carrying value. If the carrying amount of goodwill exceeds its implied fair value, an impairment loss is recognized equal
to that excess.
In 2014, 2015 and 2016, no impairment charges were recorded. The assessment was based upon a discounted cash flow analysis
and analysis of our market capitalization. The estimate of cash flow was based upon, among other things, certain assumptions about
expected future operating performance such as revenue growth rates and operating margins used to calculate projected future cash
flows, risk-adjusted discount rates, future economic and market conditions, and determination of appropriate market comparables. We
based our fair value estimates on assumptions we believed to be reasonable but that are unpredictable and inherently uncertain. The
long-term financial forecast represented the best estimate that we had at that time and we believed that its underlying assumptions were
reasonable. However, actual performance in the near-term and longer-term could be materially different from the forecast, which could
impact future estimates of fair value of our reporting units and may result in a charge to earnings in future periods due to the potential
for further write-down of goodwill in connection with future impairment tests.
Accounting for income taxes. In preparing our consolidated financial statements, we are required to estimate our income taxes in
each of the jurisdictions in which we operate. We are tax resident in numerous taxing jurisdictions around the world and have identified
our major tax jurisdictions as Taiwan, Hong Kong, Korea and China with statutory tax rate of 17%, 16.5%, 21.52% and 25%,
respectively. This process involves estimating our actual current tax exposure together with assessing temporary differences resulting
from differing treatment of items for tax and accounting purposes. These differences result in deferred tax assets and liabilities, which
are included within our consolidated balance sheet. We must then assess the likelihood that our deferred tax assets will be recovered
from future taxable income within the relevant jurisdiction and, to the extent we believe that recovery is not likely, we must establish a
valuation allowance. The total amount of valuation allowance as of December 31, 2014, 2015 and 2016 was US$16.8 million,
US$19.0 million and US$20.8 million, respectively. We provide for a valuation allowance to the extent we believe that it is more likely
than not that the deferred tax assets will not be recovered from future taxable income. Realization of the future tax benefits related to the
deferred tax assets is dependent on many factors, including our ability to generate taxable income within the period during which the
temporary differences reverse, the outlook for the economic environment in which we operate, and the overall future industry outlook.
Should we determine that we would not be able to realize all or part of our net deferred tax asset in the future, an additional allowance
for the deferred tax asset would be charged to income in the period the determination was made.
We utilize a two-step approach to recognizing and measuring uncertain tax positions. The first step is to evaluate the tax position
for recognition by determining if the weight of available evidence indicates it is more likely than not that the position will be sustained
on audit, including resolution of related appeals or litigation processes, if any. The second step is to measure the tax benefit as the
largest amount which is more than 50% likely of being realized upon ultimate settlement. The total amount of unrecognized tax benefits
as of December 31, 2014, 2015 and 2016 was US$4.7 million, US$5.6 million and US$7.8 million, respectively. As of December 31,
2015 and 2016, US$2.0 million and US$2.6 million, respectively, of interest and penalties were accrued. Fiscal years 2007 through
2016 remain subject to examination by the US Internal Revenue Service. Fiscal years 2011 through 2016 remain subject to examination
by other foreign tax jurisdictions. The ultimate outcome of tax matters may differ from our estimates and assumptions. Unfavorable
settlement of any particular issue would require the use of cash and could result in increased income tax expense. Favorable resolution
could result in reduced income tax expense. Within the next 12 months, we do not expect that our unrecognized tax benefits would
change significantly. See Note 15 to the Consolidated Financial Statements for further information regarding changes in unrecognized
tax benefits during 2016.
30
Litigation and contingencies. From time to time, we have been subject to legal proceedings and claims relating to intellectual
property rights and other actions arising out of the normal course of business, as well as other matters identified in “Legal Proceedings,”
in Item 8 of this Annual Report. Our success and future revenue growth will depend, in part, on our ability to protect our intellectual
property. We rely on a combination of patent, copyright, trademark and trade secret laws, as well as nondisclosure agreements and other
methods, to protect our proprietary technologies. We have been issued patents and may have additional patents in the future; however,
we cannot provide assurance that any patent will be issued as a result of any applications or, if issued, that any claims allowed will be
sufficiently broad to protect our technology. In addition, it is possible that existing or future patents may be challenged, invalidated or
circumvented. It may be possible for a third party to copy or otherwise obtain and use our products or technology without authorization,
develop corresponding technology independently or design around our patents. Effective copyright, trademark and trade secret
protection may be unavailable or limited in foreign countries. These disputes may result in costly and time consuming litigation or the
license of additional elements of our intellectual property for free.
It is possible that other companies may pursue litigation with respect to any claims such companies purport to have against us. The
results of any litigation are inherently uncertain. In the event of an adverse result in any litigation with respect to intellectual property
rights relevant to our products that could arise in the future, we could be required to obtain licenses to the infringed technology, pay
substantial damages under applicable laws, cease the use and sale of infringing products or to expend significant resources to develop
non-infringing technology. Litigation frequently involves substantial expenditures and can require significant management attention,
even if we ultimately prevail.
We have been or are currently involved in various claims and legal proceedings and have incurred certain costs associated with
defending litigation matters. Periodically, we review the status of each significant matter and assess the potential financial exposure. If
the potential loss from any claim or legal proceeding is considered probable and the amount can be estimated, we accrue a liability for
the estimated loss. Because of uncertainties related to these matters, accruals are based only on the best information available at the
time.
Given the uncertainties associated with litigation, if our assessments prove to be wrong, or if additional information becomes
available such that we estimate that there is a possible loss or possible range of losses associated with these contingencies, then we
would record the reasonably estimated liability, which could have a material and adverse effect on our operations, financial condition
and cash flows.
31
Results of Operations
The following table sets forth our statements of operations as a percentage of net sales for the periods indicated:
Net sales
Cost of sales
Gross profit
Operating expenses:
Research and development
Sales and marketing
General and administrative
Amortization of intangible assets
Total operating expenses
Operating income
Non-operating income (expenses):
Gain from disposal of short-term investments
Interest income
Impairment of long-term investments
Interest expense
Foreign exchange gain (loss), net
Other income (loss), net
Total non-operating income
Income before income taxes
Income tax expense
Net income
Year Ended December 31,
2015
100.0%
48.9
51.1
2014
100.0%
48.3
51.7
2016
100.0%
50.6
49.4
21.1
5.6
4.6
—
31.3
20.4
0.0
0.7
—
(0.0)
(0.2)
0.0
0.5
20.9
5.6
15.3%
19.7
5.6
4.3
0.3
29.9
21.2
0.0
0.5
—
(0.0)
0.0
0.0
0.5
21.7
5.0
16.7%
16.6
4.6
3.1
0.4
24.7
24.7
0.0
0.3
0.0
(0.0)
(0.1)
0.0
0.2
24.9
5.0
19.9%
Comparison of Year Ended December 31, 2016 to Year Ended December 31, 2015
Net sales.
Net sales
Mobile storage
Mobile communications
Others
Net sales
Years Ended December 31
2015
2016
US$
% of net sales
US$
% of net sales
$ change
% change
(in thousands, except percentage data)
302,910
50,896
7,491
361,297
84
14
2
100
510,687
39,322
6,137
556,146
92
7
1
100
207,777
(11,574)
(1,354)
194,849
69
(23)
(18)
54
Our net sales increased 54% year-over-year to approximately US$556.1 million in 2016, primarily because of increasing sales of
products to mobile storage market.
Our mobile storage revenue increased 69% year-over-year primarily because of increasing sales of eMMC and SSD controllers,
and SSD solutions partially offset by declining expandable storage controller sales. Mobile communications revenue decreased 23%
primarily because of decreasing mobile TV and LTE transceiver SoC sales.
32
Gross profit.
Years Ended December 31
2015
2016
US$
% of net sales
US$
% of net sales
$ change
% change
Gross profit
184,532
(in thousands, except percentage data)
49
274,605
51
90,073
49
Gross profit as a percentage of net sales decreased to 49% in 2016 as compared to 2015 primarily because of lower gross margin
mobile storage and mobile communications sales. Our gross profit excluding obsolete and unmarketable inventory write-downs as a
percentage of revenue decreased from 52% in 2015 to 50% in 2016.
Research and development expenses.
Salary and benefits
Stock-based compensation
Other research and development
Research and development
Years Ended December 31
2015
2016
US$
% of net sales
US$
% of net sales
$ change
% change
(in thousands, except percentage data)
39,925
6,565
24,671
71,161
11
2
7
20
50,925
10,529
30,951
92,405
9
2
6
17
11,000
3,964
6,280
21,244
28
60
25
30
Our research and development expenses increased 30% year-over-year to approximately US$92.4 million in 2016. Salary and
benefits increased 28% year-over-year to approximately US$50.9 million, primarily because of more headcount and compensation
expenses in 2016. Stock-based compensation increased 60% year-over-year to approximately US$10.5 million. Other research and
development expenses increased 25% year-over-year to approximately US$31.0 million, primarily because of higher IC tape-out and
other project expenses in 2016.
Sales and marketing expenses.
Years Ended December 31
2015
2016
US$
% of net sales
US$
% of net sales
$ change
% change
Salary and benefits
Stock-based compensation
Other sales and marketing
Sales and marketing
12,494
1,790
5,889
20,173
(in thousands, except percentage data)
3
1
2
6
15,100
3,122
7,543
25,765
3
1
1
5
2,606
1,332
1,654
5,592
21
74
28
28
Our sales and marketing expenses increased 28% year-over-year to approximately US$25.8 million in 2016. Salary and benefits
increased 21% year-over-year to approximately US$15.1 million, primarily because of more headcount and compensation expenses in
2016. Stock-based compensation increased 74% year-over-year to approximately US$3.1 million in 2016. Other sales and marketing
expenses increased 28% year-over-year to approximately US$7.5 million primarily because of more commission expenses in 2016.
33
General and administrative expenses.
Years Ended December 31
2015
2016
US$
% of net sales
US$
% of net sales
$ change
% change
Salary and benefits
Stock-based compensation
Other general and administrative
General and administrative
8,568
1,802
5,344
15,714
(in thousands, except percentage data)
2
1
1
4
9,184
3,313
4,575
17,072
2
—
1
3
616
1,511
(769)
1,358
7
84
(14)
9
Our general and administrative expenses increased 9% year-over-year to approximately US$17.1 million in 2016. Salary and
benefits increased 7% year-over-year to approximately US$9.2 million, primarily because of more headcount and compensation
expenses in 2016. Stock-based compensation increased 84% year-over-year to approximately US$3.3 million in 2016. Other general
and administrative expenses decreased 14% year-over-year to approximately US$4.6 million primarily because of less professional
service fees in 2016.
Stock-based compensation.
The following table presents details of total stock-based compensation expense that is included in each functional line item in our
consolidated statements of income:
Cost of sales
Research and development
Sales and marketing
General and administrative
Total stock-based compensation
Years Ended December 31
2015
2016
US$
% of net sales
US$
% of net sales
$ change
% change
(in thousands, except percentage data)
261
6,565
1,790
1,802
10,418
—
2
1
1
4
400
10,529
3,122
3,313
17,364
—
2
1
—
3
139
3,964
1,332
1,511
6,946
53
60
74
84
67
Total stock-based compensation increased 67% primarily because of higher RSU expenses in 2016.
See Note 17 of Notes to Consolidated Financial Statements for a discussion of activity related to share-based awards.
Amortization of intangible assets.
Years Ended December 31
2015
2016
US$
% of net sales
US$
% of net sales
$ change
% change
(in thousands, expect percentage data)
Amortization of intangible assets
1,051
—
2,103
—
1,052
100
Our amortization of intangible asset increased 100% year-over-year to approximately US$2.1 million because of amortization of
intangible assets relating to our acquisitions of Shannon Systems in July 2015.
Interest income. Our interest income increased to approximately US$2.2 million for the year ended December 31, 2016 from
approximately US$2.0 million for the year ended December 31, 2015.
Impairment of long-term investment. No impairment was recognized in 2015. In 2016, we determined that our investments in
Cashido were impaired because a combination of recurring losses and reduced forecasts indicated that our investments were not
recoverable within a reasonable period of time and that the impairments were other than temporary and recorded a combined
impairment charge of US$13 thousand.
34
Interest expense. Our interest expense increased to approximately US$127 thousand for the year ended December 31, 2016 from
approximately US$47 thousand for the year ended December 31, 2015 because of the bankloan since September 2016.
Foreign exchange gain (loss). For the year ended December 31, 2016, we had a foreign exchange loss of approximately
US$0.7 million compared to the foreign exchange gain of less than US$0.1 million for the year ended December 31, 2015. We do not
engage in any hedging activities.
Income tax expense (benefit). Our income tax expense was approximately US$27.7 million for the year ended December 31, 2016
compared to an income tax expense of approximately US$18.2 million for the year ended December 31, 2015.
Net income (loss). Net income was approximately US$110.9 million for the year ended December 31, 2016 compared to a net
income of approximately US$60.3 million for the year ended December 31, 2015.
Comparison of Year Ended December 31, 2015 to Year Ended December 31, 2014
Net sales.
Net sales
Mobile storage
Mobile communications
Others
Net sales
Years Ended December 31
2014
2015
US$
% of net sales
US$
% of net sales
$ change
% change
(in thousands, except percentage data)
241,614
40,034
7,675
289,323
84
14
2
100
302,910
50,896
7,491
361,297
84
14
2
100
61,296
10,862
(184)
71,974
25
27
(2)
25
Our net sales increased 25% year-over-year to approximately US$361.3 million in 2015, primarily because of increasing mobile
storage and mobile communications sales.
Our mobile storage revenue increased 25% year-over-year primarily because of increasing eMMC and SSD controller sales
partially offset by declining expandable storage controller sales. Mobile communications revenue increased 27% primarily because of
increasing mobile TV SoC sales.
Gross profit.
Years Ended December 31
2014
2015
US$
% of net sales
US$
% of net sales
$ change
% change
Gross profit
149,698
(in thousands, except percentage data)
51
184,532
52
34,834
23
Gross profit as a percentage of net sales decreased to 51% in 2015 as compared to 2014 primarily because of lower gross margin
mobile communications product sales. Our gross profit excluding obsolete and unmarketable inventory write-downs as a percentage of
revenue decreased from 53% in 2014 to 52% in 2015.
35
Research and development expenses.
Salary and benefits
Stock-based compensation
Other research and development
Research and development
Years Ended December 31
2014
2015
US$
% of net sales
US$
% of net sales
$ change
% change
(in thousands, except percentage data)
31,356
6,773
22,820
60,949
11
2
8
21
39,925
6,565
24,671
71,161
11
2
7
20
8,569
(208)
1,851
10,212
27
(3)
8
17
Our research and development expenses increased 17% year-over-year to approximately US$71.2 million in 2015. Salary and
benefits increased 27% year-over-year to approximately US$39.9 million, primarily because of more headcount and compensation
expenses in 2015. Stock-based compensation decreased 3% year-over-year to approximately US$6.6 million. Other research and
development expenses increased 8% year-over-year to approximately US$24.7 million, primarily because of higher IC tape-out and
other project expenses in 2015.
Sales and marketing expenses.
Years Ended December 31
2014
2015
US$
% of net sales
US$
% of net sales
$ change
% change
Salary and benefits
Stock-based compensation
Other sales and marketing
Sales and marketing
9,453
1,746
5,125
16,324
(in thousands, except percentage data)
3
1
2
6
12,494
1,790
5,889
20,173
3
1
2
6
3,041
44
764
3,849
32
3
15
24
Our sales and marketing expenses increased 24% year-over-year to approximately US$20.2 million in 2015. Salary and benefits
increased 32% year-over-year to approximately US$12.5 million, primarily because of more headcount and compensation expenses in
2015. Stock-based compensation increased 3% year-over-year to approximately US$1.8 million in 2015. Other sales and marketing
expenses increased 15% year-over-year to approximately US$5.9 million primarily because of more travel expenses in 2015.
General and administrative expenses.
Years Ended December 31
2014
2015
US$
% of net sales
US$
% of net sales
$ change
% change
Salary and benefits
Stock-based compensation
Other general and administrative
General and administrative
7,933
1,546
3,876
13,355
(in thousands, except percentage data)
3
1
1
5
8,568
1,802
5,344
15,714
2
1
1
4
635
256
1,468
2,359
8
17
38
18
Our general and administrative expenses increased 18% year-over-year to approximately US$15.7 million in 2015. Salary and
benefits increased 8% year-over-year to approximately US$8.6 million, primarily because of more headcount and compensation
expenses in 2015. Stock-based compensation increased 17% year-over-year to approximately US$1.8 million in 2015. Other general
and administrative expenses increased 38% year-over-year to approximately US$5.3 million primarily because of more professional
service fees in 2015.
36
Stock-based compensation.
The following table presents details of total stock-based compensation expense that is included in each functional line item in our
consolidated statements of income:
Cost of sales
Research and development
Sales and marketing
General and administrative
Total stock-based compensation
Years Ended December 31
2014
2015
US$
% of net sales
US$
% of net sales
$ change
% change
(in thousands, except percentage data)
282
6,773
1,746
1,546
10,347
—
2
1
1
4
261
6,565
1,790
1,802
10,418
—
2
1
1
4
(21)
(208)
44
256
71
(7)
(3)
3
17
1
Total stock-based compensation increased 1% primarily because of higher RSU expenses in 2015.
See Note 17 of Notes to Consolidated Financial Statements for a discussion of activity related to share-based awards.
Amortization of intangible assets.
Amortization of intangible assets
Years Ended December 31
US$
—
2014
% of net sales
2015
US$
% of net sales
$ change
% change
(in thousands, expect percentage data)
—
1,051
—
1,051
100
Our amortization of intangible asset increased 100% year-over-year to approximately US$1.1 million because of amortization of
intangible assets relating to our acquisitions of Shannon Systems in July 2015.
Interest income. Our interest income decreased to approximately US$2.0 million for the year ended December 31, 2015 from
approximately US$2.2 million for the year ended December 31, 2014.
Interest expense. Our interest expense decreased to approximately US$47 thousand for the year ended December 31, 2015 from
approximately US$114 thousand for the year ended December 31, 2014.
Foreign exchange gain (loss). For the year ended December 31, 2015, we had a foreign exchange gain of less than US$0.1 million
compared to the foreign exchange loss of approximately US$0.6 million for the year ended December 31, 2014. We do not engage in
any hedging activities.
Income tax expense (benefit). Our income tax expense was approximately US$18.2 million for the year ended December 31, 2015
compared to an income tax expense of approximately US$16.1 million for the year ended December 31, 2014.
Net income (loss). Net income was approximately US$60.3 million for the year ended December 31, 2015 compared to a net
income of approximately US$44.5 million for the year ended December 31, 2014.
Liquidity and Capital Resources
As of December 31, 2016, we had approximately US$274.5 million in cash and cash equivalents and approximately
US$3.3 million in short-term investments. We maintain our cash balances in bank deposits and in money market instruments. We do
not engage in any currency hedging activities. Our short-term investments consist primarily of bond funds and principal protected notes
that we trade.
37
We believe our existing cash balances and short-term investments, together with cash we expect to generate from operating
activities, will be sufficient to meet our anticipated cash needs for at least the next 12 months. Our future capital requirements will
depend on many factors, including the level of our net sales, the timing and extent of spending to support product development efforts,
the expansion of sales and marketing activities, the timing of introductions of new products, the costs to ensure access to adequate
manufacturing capacity, the continuing market acceptance of our products, availability of attractive acquisition opportunities, dividend
payments, and share repurchases. We could be required, or could elect, to seek additional funding through public or private equity or
debt financing, and additional funds may not be available on terms acceptable to us or at all.
The following table sets forth a summary of our cash flows for the periods indicated:
Consolidated Cash Flow Data:
Net cash provided by operating activities
Net cash used in investing activities(1)
Net cash used in financing activities
Depreciation and amortization
Capital expenditures
2014
As Adjusted
US$
Year Ended December 31,
2015
As Adjusted
US$
(in thousands)
2016
US$
68,725
(11,596)
(19,710)
6,917
(11,596)
65,946
(58,458)
(20,271)
8,987
(23,664)
125,568
(8,220)
2,194
11,585
(12,220)
(1) The selected consolidated statements of cash flow data for the years ended December 31, 2014 and 2015 were retrospectively
adjusted to reflect the Company’s election to early adopt the accounting update of the classification and presentation of changes in
restricted cash on the statement of cash flows. See Note 2 to our audited consolidated financial statement included in this annual
report for more information.
Operating activities
Our net cash provided by operating activities was approximately US$125.6 million for the year ended December 31, 2016,
compared to net cash provided by operating activities of approximately US$65.9 million and US$68.7 million during 2015 and 2014,
respectively.
For the year ended December 31, 2016, cash flow provided by operations of US$125.6 million resulted primarily from our net
income of US$110.9 million and the following reasons:
• Our net income includes substantial non-cash charges, namely US$11.6 million of depreciation and amortization and
US$17.4 million of stock-based compensation.
• We increased working capital by US$8.3 million. Inventory increased by US$24.8 million, notes and accounts receivable
increased by US$14.6 million, notes and accounts payable increased by US$9.2 million, income tax payable increased by
US$6.9 million, and other assets net of other liabilities provided US$15.0 million of cash.
For the year ended December 31, 2015, cash flow provided by operations of US$65.9 million resulted primarily from our net
income of US$60.3 million and the following reasons:
• Our net income includes substantial non-cash charges, namely US$9.0 million of depreciation and amortization and
US$10.4 million of stock-based compensation.
• We increased working capital by US$14.6 million. Inventory increased by US$0.4 million, notes and accounts receivable
increased by US$29.2 million, notes and accounts payable increased by US$7.7 million, income tax payable decreased by
US$4.3 million, and other assets net of other liabilities provided US$11.6 million of cash.
38
Investing activities
Our net cash used in investing activities was approximately US$8.2 million for the year ended December 31, 2016, compared to
net cash used in investing activities of approximately US$58.5 million for the year ended December 31, 2015. In 2016, we paid
$7.0 million for the routine purchase of software and design tools.
Our net cash used in investing activities was approximately US$58.5 million for the year ended December 31, 2015, compared to
net cash used in investing activities of approximately US$11.6 million for the year ended December 31, 2014. In 2015, we paid
$30.3 million for the acquisition of Shannon Systems and paid US$14.9 million to purchase additional facilities in Hsinchu, Taiwan and
Shanghai, China.
Financing activities
Our net cash provided by financing activities was approximately US$2.2 million for the year ended December 31, 2016, compared
to net cash used by financing activities of approximately US$20.3 million for the year ended December 31, 2015. Our cash provided by
financing activities in 2016 consists primarily of US$25.0 million of loans from banks offset by US$22.9 million of dividend payments.
Our net cash used in financing activities was approximately US$20.3 million for the year ended December 31, 2015, compared to
net cash used by financing activities of approximately US$19.7 million for the year ended December 31, 2014. Our cash used in
financing activities in 2015 was primarily for US$20.8 million of dividend payments.
Contractual Obligations
The following table sets forth our commitments to settle contractual obligations in cash as of December 31, 2016:
Operating leases
Capital leases
Pension
Long-term payable
Other long term liabilities
Contractual cash obligations
Total
US$
4,468
2
1,776
607
5,735
12,588
Amount of Commitment Maturing by Year
Less Than
1 Year
US$
3-5 Years
US$
1-3 Years
US$
(in thousands)
2,053
—
(a)
367
—
2,420
1,866
2
1,776
240
—
3,884
549
—
(a)
—
5,735
6,284
More Than
5 Years
US$
—
—
(a)
—
—
—
(a) Our pension obligation after one year has not been estimated.
We increased long-term taxes payable of US$4,647 thousand related to uncertain tax positions as of December 31, 2016. At this
time, we are unable to make a reasonably reliable estimate of the timing of payments in individual years beyond 12 months due to
uncertainties in the timing and outcome of a potential tax audit.
Off-balance Sheet Arrangements
We currently do not have any outstanding derivative financial instruments, off-balance sheet guarantees or arrangements, interest
rate swap transactions, or foreign currency forward contracts. We do not engage in any trading activities involving non-exchange traded
contracts.
39
Recent Accounting Pronouncements
Please refer to Note 2 to the consolidated financial statements
ITEM 6.
DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES
Executive Officers and Directors
Members of our board of directors are elected by our shareholders. Our board of directors consists of seven directors.
Our executive officers are appointed by, and serve at the discretion of, our board of directors. The following table sets forth
information regarding our directors and executive officers as of the date of this annual report.
Name
James Chow
Wallace C. Kou
Steve Chen
Tsung-Ming Chung
Lien-Chun Liu
Yung-Chien Wang
Han-Ping D. Shieh
Riyadh Lai
Nelson Duann
Sangwoo Han
Xueshi Yang
Arthur Yeh
Robert Fan
John (Chun-O) Kim
David Yu
Frank Chang
Ken Chen
Kevin Yeh
John (Jong Ryul) Lee
Derek Zhou
Jason Chiang
Frank Shu
Mike Jing
Position
President, Chief Executive Officer and Director
Senior VP of Marketing & OEM Business, Mobile Storage
Senior VP and General Manager, Mobile Communications
Senior VP and General Manager, Shannon Systems
Age
66 Chairman of the Board
58
45 Director
67 Director
59 Director
54 Director
63 Director
48 Chief Financial Officer
48
48
40
56 VP of Sales, Mobile Storage
53 VP and General Manager, SMI U.S.
56 VP of Sales, Mobile Communications
42 VP of Sales & Marketing, Shannon Systems
50 VP of R&D, Mobile Storage
55 VP of Operations
53 VP of R&D, Algorithm & Technology
53 VP of R&D, Mobile Communications
40 VP of R&D, Shannon Systems
49 VP of HR and Administration, and Special Assistant to CEO
60 VP of R&D, Verification Engineering & Compatibility Test
57 VP of IT
Executive Officers and Directors
James Chow, Chairman of the Board of Directors
Mr. Chow has served as the Chairman of our board of directors since April 2005. Mr. Chow has been the Chairman of Concord
Financial Co., Ltd. since 1993. Concord Financial Co., Ltd. is an investment holding company and was one of our significant
shareholders. Mr. Chow has an MBA from Columbia University.
40
Wallace C. Kou, President, Chief Executive Officer, Director
Mr. Kou founded Silicon Motion in 1995 and has been our President and Chief Executive Officer since our founding. Prior to
founding Silicon Motion, Mr. Kou was the Vice President and Chief Architect at the Multimedia Products Division of Western Digital
Corporation, which developed graphics processors for notebook PCs and was sold to Philips Semiconductor in 1995. Before Western
Digital, Mr. Kou worked for Wyse Technology. Mr. Kou has a BS in Electrical & Control Engineering from the National Chiao Tung
University in Taiwan and an MS in Electrical & Computer Engineering from the University of California at Santa Barbara.
Steve Chen, Director
Mr. Chen joined our board of directors in 2012. Mr. Chen is the chairman of Mercuries Co., Ltd.. Mr. Chen has two Master of
Engineering degrees from Cornell University.
Tsung-Ming Chung, Director
Mr. Chung joined our board of directors in June 2005. Mr. Chung is the Chairman of Dynapack International Technology Corp, a
leading provider of battery packs for notebook PCs and tablets. From 1985 to 2000, Mr. Chung was an audit partner at Arthur
Andersen. He is also a director at Far East International Bank and Taiwan Mobile Corporation. Mr. Chung has a BA in Business
Administration from the National Taiwan University and an MBA from the National Cheng-chi University in Taiwan.
Lien-Chun Liu, Director
Ms. Liu joined our board of directors in June 2005. She has been the President of the National Council of Women of Taiwan,
ROC since 2011 and currently also serves on the board of supervisors of Concord VIII Venture Capital Co., Ltd. and the board of
directors of New Tamsui Golf Course. She was formerly a research fellow at the Taiwan Research Institute and served on the board of
supervisors of China Television Corp. from 2000 to 2004. Ms. Liu has a BA from Wellesley College and a JD from Boston College
Law School.
Yung-Chien Wang, Director
Mr. Wang joined our board of directors in June 2005. Mr. Wang has over 20 years of working experience in the human resource
and legal services industries. Mr. Wang has been a consultant of Professional Trust Co., Ltd., a human resource consulting firm in
Taiwan since August 1998 and is currently its Vice President. Mr. Wang has a law degree from Fu Jen Catholic University in Taiwan.
Han-Ping D. Shieh, Director
Mr. Shieh joined our board of directors in 2014. He is a Chair Professor at National Chiao Tung University (NCTU) in Taiwan, a
fellow of the Institute of Electrical and Electronics Engineers, The Optical Society and the Society for Information Display and a board
member of Young Optics Inc. and Focal Tech. Inc. Mr. Shieh received his PhD in Electrical and Computer Engineering from Carnegie
Mellon University in 1987. He joined NCTU as a professor in 1992 and was previously a Research Staff Member at the IBM Thomas J.
Watson Research Center. He was previously the Dean of the College of Electrical and Computer Engineering and Senior Vice President
at NCTU and Vice Chancellor at the University of Taiwan.
Riyadh Lai, Chief Financial Officer
Mr. Lai joined us in April 2007 from ING Corporate Finance, Asia, where he was the Head of the Technology Group. Previously,
he was also an investment banker at Morgan Stanley and ABN AMRO and
41
finance manager at PepsiCo in Hong Kong and New York. Mr. Lai has over two decades of finance and financial management
experience. He has a BA in Economics from Georgetown University and an MBA from New York University.
Nelson Duann, Senior VP of Marketing & OEM Business, Mobile Storage
Mr. Duann became our Senior Vice President in charge of our mobile storage marketing and OEM business in July 2015. He
joined Silicon Motion in August 2007 as a product marketing director and R&D team leader. Mr. Duann has almost 15 years of
experience in the semiconductor industry in product design, development and marketing. Prior to Silicon Motion, he worked for Sun
Microsystems Inc., focusing on UltraSPARC micro Processor projects. He has an MS in Communications Engineering from National
Chiao Tung University in Taiwan and an MS in Electrical Engineering from Stanford University.
Sangwoo Han, Senior VP and General Manager, Mobile Communications
Mr. Han became the General Manager of our Mobile Communications product line in July 2008. He was formerly the Chief
Technology Officer at FCI, a company that we acquired in April 2007. Mr. Han joined FCI in 2003 and had been in charge of product
design, development, production and marketing. In 1997, he co-founded RF Solutions Inc. in Atlanta, Georgia, which became the
Anadigics Wireless LAN Center of Excellence. Mr. Han has a BS in Electrical Engineering from Carnegie-Mellon University, an MS in
Electrical Engineering from the University of Pennsylvania, and a PhD in Electrical Engineering from the Georgia Institute of
Technology.
Xueshi Yang, Senior VP and General Manager, Shannon Systems
Mr. Yang joined us in July 2015 as General Manager of Shannon Systems, our enterprise SSD product line, following our
acquisition of this business. He co-founded Shannon Systems in 2011 and as CEO, led the development and commercialization of
enterprise-grade PCIe SSDs that were the industry’s first in terms of storage capacity and scalability, ultra-low latency and low-power
envelope. Prior to Shannon, Mr. Yang was the chief architect at Marvell of its first generations of SSD controllers, a research staff at
Seagate and postdoctoral researcher at Princeton University. He holds a PhD in Electrical Engineering from Drexel University and a BS
in Electrical Engineering from Tsinghua University in China. Mr. Yang has more than 100 US patents granted or pending relating to
SSDs.
Arthur Yeh, VP of Sales, Mobile Storage
Mr. Yeh has served as our Vice President in charge of our mobile storage sales since November 2004. Mr. Yeh has over 15 years
of sales experience managing marketing strategies, including product promotions and sales activities for semiconductor products.
Mr. Yeh previously served in management positions at VIA Technologies for 10 years and joined us in 2004. Mr. Yeh holds an MS
degree in Management Business Administration from the National Chung Hsing University, Taiwan.
Robert Fan, VP and General Manager, SMI U.S.
Mr. Fan has served as our Vice President and General Manager of SMI U.S. since May 2013. He manages Silicon Motion’s
business operations in the U.S. and Europe and has over 20 years of sales and marketing experience. Prior to Silicon Motion, Mr. Fan
served in executive management roles at Spansion, Entorian, Berkana Wireless (acquired by Qualcomm) and Resonext (acquired by RF
Micro Devices). He also spent over nine years at Intel in sales, marketing and management positions. Mr. Fan holds a BS in Electrical
Engineering from the University of California, Berkeley and MSEE from Santa Clara University, and completed the General
Management Executive Program at McCombs School of Business, University of Texas.
42
John (Chun-O) Kim, VP of Sales, Mobile Communications
Mr. Kim became the Vice President of our Mobile Communications product line in July 2008. He was formerly the Vice President
of Sales at FCI, a company that we acquired in April 2007. Mr. Kim joined FCI in 2006 and had previously served in management
positions at Hewlett-Packard’s semiconductor division (now Avago Technologies) and as a CEO of a private company. Mr. Kim has
over 16 years of semiconductor sales leadership experience, including managing marketing strategies, product promotions and sales
activities. He has an MS in Electrical Engineering from Ajou University in Korea.
David Yu, VP of Sales & Marketing, Shannon Systems
Mr. Yu joined us in July 2015 as VP of Sales & Marketing of Shannon Systems, our enterprise SSD product line, following our
acquisition of this business. He joined Shannon Systems in 2014 and has been instrumental in managing its rapid sales
growth. Previously and for over 10 years, he held sales leadership positions at Infineon and RF Micro Devices in China. He holds an
MS in Management from the University of Ottawa and a BS in Electrical Engineering from Tsinghua University in China.
Frank Chang, VP of R&D, Mobile Storage
Mr. Chang has served as our Vice President of research and development since 2008. Mr. Chang is head of research and
development for our mobile storage products and has around 20 years of experience in the integrated circuit design industry. He was
previously a project manager of firmware development at Holtek Semiconductors. Mr. Chang has a BS in Electrical Engineering from
the National Changhua University of Education in Taiwan.
Ken Chen, VP of Operations
Mr. Chen has served as our Vice President in charge of operations since November 2003. Mr. Chen has over 20 years of
manufacturing and operations experience in the semiconductor industry, managing supply chain and virtual manufacturing systems
including wafer fabrication, mask tooling, as well as assembly and testing. Mr. Chen previously served in management positions at
Faraday Technology and UMC, and joined us in 2003. Mr. Chen has a BS in Industrial Engineering from Chung Yuan Christian
University in Taiwan and an MS in Industrial Engineering and Engineering Management from the National Tsing Hua University,
Taiwan.
Kevin Yeh, VP of R&D, Algorithm & Technology
Mr. Yeh became our Vice President of research and development in August 2012. He joined Silicon Motion in September 2003 as
a product marketing director and then he led the Algorithm and Technology R&D team. Mr. Yeh has more than 20 years of experience
in semiconductor product design, development and marketing. Prior to Silicon Motion, Mr. Yeh worked in Taiwan Semiconductor
Manufacturing Company, Neo Magic, VLSI Technology and LSI. Mr. Yeh holds a BS degree in Control Engineering from National
Chiao Tung University in Taiwan and an MS degree in Electronic Engineering from Syracuse University.
John (Jong Ryul) Lee, VP of R&D, Mobile Communications
Mr. Lee became the Vice President of our Mobile Communications product line in July 2008. He was formerly the Vice President
of R&D at FCI, a company that we acquired in April 2007. Mr. Lee joined FCI in 2000 and had been in charge of product design,
development, production and quality systems. In 2013, he became a director of the Semiconductor & Device Society of The Institute of
Electronics Engineers of Korean (IEEK). He was previously a senior engineer at the Electronics and Telecommunications Research
Institute (ETRI) in Korea. Mr. Lee has a BS and an MS in Electronics Engineering from Chung Ang University in Korea.
43
Derek Zhou, VP of R&D, Shannon Systems
Mr. Zhou joined us in July 2015 as VP of R&D of Shannon Systems, our enterprise SSD product line, following our acquisition of
this business. He co-founded Shannon Systems in 2011 with Mr. Yang and as CTO, managed the development of enterprise-grade PCIe
SSDs that were the industry’s first in terms of storage capacity and scalability, ultra-low latency and low-power envelope. Prior to
Shannon, he was a senior ASIC design engineer with 10 years of experience at Nvidia and Chrontel. He holds an MS in Electrical
Engineering from Binghamton University and a BS in Electrical Engineering from Tsinghua University in China.
Jason Chiang, VP of HR and Administration and Special Assistant to CEO
Mr. Chiang joined Silicon Motion in 2002 and has been serving as our Vice President of HR and Administration and Special
Assistant to our CEO since 2005. Mr. Chiang has more than 18 years of finance and business administration experience. Prior to joining
Silicon Motion, Mr. Chiang was a Director at Concord Venture Capital. Mr. Chiang has a BS in Economics from the National Taiwan
University and an MS in Business Administration from Rochester University.
Frank Shu, VP of R&D, Verification Engineering & Compatibility Test
Mr. Shu has served as our Vice President of SSD System Technology since July 2012. Mr. Shu has more than 20 years of
experience in the storage and PC system industry. Before joining Silicon Motion, Mr. Shu was the VP of R&D in charge of SSD testing
at Allion Test Lab Inc. Mr. Shu also worked for Microsoft and played a key role in defining and developing the software storage stack
for the Windows operating system. Prior to Microsoft, Mr. Shu worked for Fujitsu, Seagate and Everex. Mr. Shu has a BS in Electronic
Engineering from Nanjing Aeronautical Institute in China and an MS in Computer Science from the Oregon Graduate Institution of
Science & Technology.
Mike Jing, VP of IT
Mr. Jing became our Vice President of IT in August 2016. He joined Silicon Motion in January 2003 and currently leads our
IT/MIS team. Prior to Silicon Motion, he worked for Teradyne. Mr. Jing has almost 30 years of experience in software development
and IT management and holds a BS and MS in Computer Engineering from the National Chiao Tung University in Taiwan and an MS
in Computer Science from the University of California, San Diego.
There is no arrangement or understanding with major shareholders, customers, suppliers or others pursuant to which any person
referred to above was selected as a director or member of senior management.
Board Practices
Board Committees
Our board of directors has established an audit committee, a compensation committee, and a nominating and corporate governance
committee.
Audit Committee. The audit committee is responsible for reviewing the financial information that will be provided to shareholders
and others, reviewing the systems of internal controls that management and the board of directors have established, appointing,
retaining and overseeing the performance of the independent registered public accounting firm, overseeing our accounting and financial
reporting processes and the audits of our financial statements, and pre-approving audit and permissible non-audit services provided by
the independent registered public accounting firm. Tsung-Ming Chung, Lien-Chun Liu, and Yung-Chien Wang are members of our
audit committee. Our board of directors has determined that Mr. Chung, the Chairman of the audit committee, is the committee’s “Audit
Committee Financial Expert” as required by Nasdaq and U.S. Securities and Exchange Commission (“SEC”) rules.
44
Compensation Committee. The compensation committee’s basic responsibility is to review the performance and development of
management in achieving corporate goals and objectives and to assure that our senior executives are compensated effectively in a
manner consistent with our strategy, competitive practice and the requirements of the appropriate regulatory bodies. Toward that end,
this committee oversees, reviews and administers all of our compensation, equity and employee benefit plans and programs. Lien-Chun
Liu, Steve Chen, and Yung-Chien Wang are members of our compensation committee, with Mr. Chen serving as the Chairman of the
committee.
Nominating and Corporate Governance Committee. The nominating and corporate governance committee is responsible for
overseeing, reviewing and making periodic recommendations concerning our corporate governance policies, and for recommending to
the full board of directors candidates for election to the board of directors. Lien-Chun Liu, Steve Chen, and Yung-Chien Wang are
members of our nominating and corporate governance committee, with Ms. Liu serving as the Chairman of the committee.
Our board of directors has adopted a code of ethics, which is applicable to all of our employees. Our Code of Ethics is posted on
our website at www.siliconmotion.com.
Duties of Directors
Under Cayman Islands law, our directors have a duty to act honestly, in good faith and with a view to the best interests of our
company. Our directors also have a duty to exercise the care, diligence and skills that a reasonably prudent person would exercise in
comparable circumstances. In fulfilling their duty of care to our company, our directors must ensure compliance with our memorandum
and articles of association. The functions and powers of our board of directors include, among others:
•
•
•
•
•
•
•
•
convening shareholders’ meetings and reporting its work to shareholders at such meetings;
implementing shareholders’ resolutions;
determining our business plans and investment proposals;
formulating our profit distribution plans and loss recovery plans;
determining our debt and finance policies and proposals for the increase or decrease in our registered capital and the issuance
of debentures;
formulating our major acquisition and disposition plans, and plans for merger, division or dissolution;
proposing amendments to our amended and restated memorandum and articles of association; and
exercising any other powers conferred by the shareholders’ meetings or under our amended and restated memorandum and
articles of association.
Terms of Directors and Officers
Under Cayman Islands law and our articles of association, our directors hold office until a successor has been duly elected and
qualified. Our articles of association provide that our directors serve for a term of three years, with one-third of the directors (or, if their
number is not a multiple of three, the number nearest to but not greater than one-third) subject to re-election at each annual general
meeting of shareholders (chairman and managing director not subject to retirement by rotation nor to be taken into account in
determining the number of directors to retire), unless the director was appointed by the board of directors, in which case such director
holds office until the next annual meeting of shareholders at which time such director is eligible for re-election. One of our seven
directors is currently subject to re-election at our next annual general meeting of shareholders. All of our executive officers are
appointed by and serve at the discretion of our board of directors.
45
Limitation on Liability and Other Indemnification Matters
Cayman Islands law and our articles of association allow us to indemnify our directors, secretary and other officers acting in
relation to any of our affairs against actions, costs, charges, losses, damages and expenses incurred by reason of any act done or omitted
in the execution of their duties as our directors, secretary and other officers. Under our memorandum and articles of association,
indemnification is not available to any matter in respect of any fraud, dishonesty, willful misconduct or bad faith which may attach to
any of them.
Compensation of Directors and Executive Officers
For the year ended December 31, 2016, the aggregate compensation to our directors and senior executive officers was
approximately US$5.03 million. In 2016, we granted options and restricted stock units to our executive officers as a group to acquire an
aggregate of 261,000 ordinary shares. The options and restricted stock units granted to our executive officers and non-executive
directors are subject to the same vesting conditions as those of our employees.
Service Contracts
We currently do not have service contracts with our directors.
Share-Based Compensation Plans and Option Grants
In April 2005, our board of directors and shareholders adopted our 2005 Incentive Plan. Our shareholders approved our Amended
and Restated 2005 Incentive Plan (referred to in this report as the “2005 Plan”) at our Annual General Meeting in August 2006,
including an amendment to increase the authorized number of shares available for issuance under the plan from 10,000,000 shares to
25,000,000 shares. In 2009, the board of directors amended the 2005 Plan to increase the authorized shares available for issuance under
the 2005 Plan to 40,000,000 shares. The 2005 Plan expired by its terms on April 22, 2015. On June 3, 2015, the board of directors
adopted the 2015 Incentive Plan (the “2015 Plan” and together with the 2005 Plan, the “Plans”). The 2015 Plan reserved 20,000,000
shares of ordinary shares for issuance upon exercise of stock options and restricted stock units. The Plans provide for the grant of stock
options, stock bonuses, restricted stock awards, restricted stock units and stock appreciation rights, which may be granted to our
employees (including officers), directors and consultants.
Share Reserve. The aggregate number of ordinary shares that may be issued pursuant to awards granted under the 2005 Plan could
not exceed 40,000,000 shares and the aggregate number of ordinary shares that may be issued pursuant to awards granted under the
2015 Plan will not exceed 20,000,000, inclusive of ordinary shares issuable upon exercise of awards previously granted under the
Silicon Motion, Inc. Guidelines for Issuance and Subscription of Employee Stock Option, which options we have, subject to the consent
of the respective option-holders, agreed to assume in the share exchange.
The following types of shares issued under the Plans may again become available for the grant of new awards under the Plans:
restricted stock issued under the Plans that is forfeited or repurchased by us prior to it becoming fully vested; shares withheld for taxes;
shares tendered to us to pay the exercise price of an option; and shares subject to awards issued under the Plans that have expired or
otherwise terminated without having been exercised in full.
Administration. The board of directors will administer the Plans and may delegate this authority to administer the plan to a
committee. Subject to the terms of the Plans, the plan administrator, which is our board of directors or its authorized committee,
determines recipients, grant dates, the numbers and types of stock awards to be granted and the terms and conditions of the stock
awards, including the period of their exercisability and vesting. Subject to certain limitations, the plan administrator will also determine
the exercise price of options granted, the purchase price for restricted stock and restricted stock units, and, if applicable, the strike price
for stock appreciation rights.
46
Capitalization adjustments. In the event of a dividend or other distribution (whether in the form of cash, ordinary shares, other
securities, or other property), recapitalization, stock split, reorganization, merger, consolidation, exchange of our ordinary shares or our
other securities, or other change in our corporate structure, the board of directors may adjust the number and class of shares that may be
delivered under the Plans and the number, class and price of the shares covered by each outstanding stock award.
Changes in control. In the event of a change in control of the company, all outstanding options and other awards under the Plans
may be assumed, continued or substituted for by any surviving or acquiring entity. If the surviving or acquiring entity elects not to
assume, continue or substitute for such awards, the vesting of such awards held by award holders whose service with us or any of our
affiliates has not terminated will be accelerated and such awards will be fully vested and exercisable immediately prior to the
consummation of such transaction, and the stock awards shall automatically terminate upon consummation of such transaction if not
exercised prior to such event.
Amendments to 2005 Plan in 2009 and 2010. In 2009, our board of directors amended the 2005 Plan to (i) increase the authorized
shares to 40,000,000 as discussed above and (ii) allow certain unilateral amendments to outstanding options and RSU grants.
Shareholder approval for such amendments was not required under Cayman law and we used the home-country exemption for foreign
private issuers under Nasdaq rules to effect such amendments without a shareholder vote. In 2009, the Company cancelled 1,221,875
RSUs. There were no changes to outstanding options in 2009. In 2010, the Company exchanged 4,369 thousand stock options for
3,785 thousand new stock options with a similar value.
Future amendments and termination. The board of directors may amend (subject to shareholder approval as required by applicable
law), suspend or terminate the 2015 Plan at any time. The 2015 Incentive Plan will terminate pursuant to its terms on June 3, 2025.
Employees
The following table sets forth the number of our employees categorized by function as of the dates indicated.
Management and administration
Operations
Research and development
Sales and marketing
Total
As of December 31,
2015
117
37
640
179
973
2016
121
41
767
193
1,122
2014
105
28
549
142
824
As of December 31, 2016, we had 1,122 total employees, including 714 in Taiwan, 34 in the United States, 223 in China, 144 in
Korea, and 7 in Japan. 916 of our total employees are engineers.
We do not have any collective bargaining arrangements with our employees and consider our relations with our employees to be
good.
Share Ownership
Under U.S. securities law, a person is deemed to be a “beneficial owner” of a security if that person has or shares “voting power,”
which includes the power to vote or to direct the voting of such security, or “investment power,” which includes the power to dispose of
or to direct the disposition of such security. A person is also deemed to be the beneficial owner of any securities of which that person
has a right to acquire beneficial ownership within 60 days. Under these rules, more than one person may be deemed a beneficial owner
of securities as to which such person has no economic interest.
47
There were 142,942,380 of our ordinary shares outstanding as of March 31, 2017. The following table sets forth information with
respect to the beneficial ownership of our ordinary shares as of March 31, 2017, less otherwise indicated in the footnotes, by each of our
directors and officers:
Executive Officers and Directors:
James Chow (1)
Wallace C. Kou (2)
Steve Chen (3)
Tsung-Ming Chung (4)
Lien-Chun Liu (5)
Yung-Chien Wang (6)
Han-Ping D. Shieh (7)
Riyadh Lai (8)
Nelson Duann (9)
Sangwoo Han (10)
Xueshi Yang (11)
Arthur Yeh (12)
Robert Fan (13)
John (Chun-O) Kim (14)
David Yu(15)
Frank Chang (16)
Ken Chen (17)
Kevin Yeh (18)
John (Jong Ryul) Lee (19)
Derek Zhou (20)
Jason Chiang (21)
Frank Shu (22)
Mike Jing (23)
Shares Beneficially
Owned
Number
%
2,447,546
3,245,594
20,000
104,280
204,280
808,674
29,178
1,762,380
36,400
133,008
790,188
171,252
58,000
40,200
11,000
53,040
190,325
104,000
26,704
579,844
470,060
44,000
4,500
1.71
2.27
*
*
*
*
*
1.23
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
Less than one percent
*
(1) Represents 2,447,546 shares owned by Mr. Chow. Mr. Chow is the chairman of Concord Consulting Inc. and Concord Financial
Co. Ltd. which owned 42,445 and 196,491 shares, respectively. Mr. Chow disclaims any beneficial ownership of these shares.
(2) Represents 2,810,500 shares owned by Mr. Kou, 435,094 shares owned by his family members.
(3) Represents 20,000 shares owned by Mr. Chen.
(4) Represents 104,280 shares owned by Mr. Chung.
(5) Represents 204,280 shares owned by Ms. Liu.
(6) Represents 808,674 shares owned by Mr. Wang.
(7) Represents 29,178 shares owned by Mr. Shieh.
(8) Represents 942,500 shares owned by Mr. Lai and 819,880 shares owned by his spouse.
(9) Represents 36,400 shares owned by Mr. Duann.
(10) Represents 133,008 shares owned by Mr. Han.
(11) Represents 790,188 shares owned by Mr. Yang’s holding company.
(12) Represents 171,252 shares owned by Mr. Yeh.
(13) Represents 58,000 shares owned by Mr. Fan.
(14) Represents 40,200 shares owned by Mr. Kim.
(15) Represents 11,000 shares owned by Mr. Yu.
(16) Represents 53,040 shares owned by Mr. Chang.
(17) Represents 190,324 shares owned by Mr. Chen and 1 shares owned by his spouse.
(18) Represents 104,000 shares owned by Mr. Yeh.
48
(19) Represents 26,704 shares owned by Mr. Lee.
(20) Represents 8,000 shares owned by Mr. Zhou and 571,844 shares owned by Mr. Zhou’s holding company.
(21) Represents 458,612 shares owned by Mr. Chiang and 11,448 shares owned by his spouse.
(22) Represents 44,000 shares owned by Mr. Shu.
(23) Represents 4,500 shares owned by Mr. Jing.
ITEM 7.
MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS
Major Shareholders
As of March 31, 2017, there were 142,942,380 of our ordinary shares outstanding. The Bank of New York Mellon, the depositary
under our ADS deposit agreement, has advised us that as of March 31, 2017, we had 35,655,030 ADSs, representing 142,620,120
ordinary shares.
The following table sets forth information with respect to the beneficial ownership of more than 5% of our ordinary shares as of
March 31, 2017:
Identity of person or group
JPMorgan Chase & Co.
Number of
shares owned
9,972,820(2)
Percentage
Owned (1)
7.0%
(1) Based on 142,942,380 ordinary shares outstanding as of March 31, 2017.
(2) According to a Schedule 13G dated January 23, 2017.
To our knowledge, we are not owned or controlled, directly or indirectly, by another corporation, by any foreign government or by
any other natural or legal persons, severally or jointly. We are not aware of any arrangement which may at a later date result in a change
of control of our company.
No holder of our ordinary shares has preferential voting rights.
Related Party Transactions
No related party transactions occurred between January 1, 2014 and April 20, 2017 (other than ordinary course compensation paid
to employees, officers and directors and described elsewhere in this annual report).
ITEM 8.
FINANCIAL INFORMATION
Consolidated Financial Statements
See “Item 18. Financial Statements” and pages F-1 through F-38 of this annual report.
Legal Proceedings
As an active operating company, we are subject to legal proceedings and claims, either asserted or unasserted, which arise in the
ordinary course of business. Although the outcome of such proceedings and claims cannot be predicted with certainty, management
does not believe that the outcome of any of these matters will have a material adverse effect on our business, results of operations,
financial position or cash flows. Any litigation, however, involves potential risk and potentially significant litigation costs, and therefore
there can be no assurance that any litigation which is now pending or which may arise in the future would not have such material
adverse effect on our business, financial position, results of operations or cash flows.
49
All American Semiconductor, Inc. (“All American” or “AASI”) was a former distributor for the Company. On April 25, 2007, All
American filed for Chapter 11 bankruptcy protection. At the time of the filing, the Company had US$256 thousand of unpaid accounts
receivable from All American. On April 17, 2009 SMI USA and related entities were named as defendants in an adversary proceeding
filed by the AASI Creditor Liquidating Trust (“CLT”) in the bankruptcy case pending in the U.S. Bankruptcy Court for the Southern
District of Florida. The CLT was seeking the return of allegedly avoidable transfers in the amount of US$854 thousand. SMI USA filed
an answer and affirmative defenses. In March 2010, SMI USA settled with the CLT by paying the amount of US$220 thousand and on
April 1, 2010, the Bankruptcy Court granted the motion to approve stipulations to compromise controversy. On August 23, 2010, the
Court entered an order dismissing the adversary proceeding. In June 2011, Liquidating Trustee for the CLT filed the AASI Creditor
Liquidating Trustee’s Seventeenth Omnibus Objection to Claims but in August 2011, withdrew it with respect to SMI USA’s proof of
claim. As a holder of allowed claims, we are entitled to receive distribution pursuant to the bankruptcy plan. From 2012 to 2016, we
received total distributions of US$263 thousand from the CLT and believe we have received full payout of the settled claim.
In 2006, FCI joined with other technology companies and invested in the Pangyo Silicon Park Construction Project Cooperative
(“Pangyo Cooperative”) in Korea. In July 2010, FCI, TLi Inc. (“TLI”), OCI Materials Co., Ltd (“OCI”) and other companies withdrew
from the Pangyo Cooperative and forfeited 10% of their total investment. FCI believes its loss was caused by bad will actions taken by
TLI. In December 2011, FCI and OCI together filed a complaint against TLI at the Suwon District Court in Korea. In April 2013, the
court dismissed the plaintiffs’ complaints. The plaintiffs have decided not to appeal the court’s decision. This case is officially closed.
Policy on Dividend Distributions
Pursuant to the laws and regulations of the ROC and the Articles of Incorporation of SMI Taiwan, our subsidiary in Taiwan must
make appropriations from annual earnings to a non-distributable reserve which could affect our ability to pay cash or stock dividends, if
any. The Taiwan subsidiary may only distribute dividends after it has made allowances as determined under ROC GAAP at each
year-end for:
a.
b.
c.
d.
Payment of taxes;
Recovery of prior years’ deficits, if any;
10% of remaining balance after deduction for a and b as legal reserve;
Special reserve based on relevant laws or regulations or 10% of remaining balance for deduction from above a to c as special
reserve when necessary.
Dividends
We announced a total of $36.5 million and $28.4 million in dividends during 2015 and 2016, respectively. On November 2, 2015
and October 24, 2016, our Board of Directors, instead of declaring a quarterly dividend, declared an annual dividend payable in four
quarterly installments. Future dividends, if any, on our outstanding ADSs and ordinary shares will be declared by and subject to the
discretion of our board of directors. If our board of directors decides to distribute dividends, the form, frequency and amount of such
dividends will depend upon our future operations and earnings, capital requirements and surplus, general financial condition,
contractual restrictions and other factors our board of directors may deem relevant. Any future dividend we declare will be paid to the
holders of ADSs, subject to the terms of the deposit agreement, to the same extent as holders of our ordinary shares, to the extent
permitted by applicable laws and regulations, less the fees and expenses payable under the deposit agreement. Any dividend we declare
will be distributed by the depositary bank to the holders of our ADSs. Cash dividends on our ordinary shares, if any, will be paid in U.S.
dollars.
Significant Changes
No significant changes have occurred since the date of our audited consolidated financial statements.
50
ITEM 9.
THE OFFER AND LISTING
Market and Share Price Information
Our ADSs, each representing four of our ordinary shares, have been listed on Nasdaq since June 30, 2005. Our ADSs trade under
the symbol “SIMO.” The Nasdaq Global Select Market is the principal trading market for our ADSs, which are not listed on any other
exchanges in or outside the United States. The high and low sales prices of our ADSs on Nasdaq since 2012 are as follows:
Annual:
2012
2013
2014
2015
2016
Quarterly:
First Quarter, 2015
Second Quarter, 2015
Third Quarter, 2015
Fourth Quarter, 2015
First Quarter, 2016
Second Quarter, 2016
Third Quarter, 2016
Fourth Quarter, 2016
Monthly
November 2016
December 2016
January 2017
February 2017
March 2017
April 2017 (1)
Price per ADS (US$)
Low
High
24.98
16.19
28.96
37.60
55.85
30.50
37.60
35.58
33.98
39.89
47.80
55.85
53.17
46.64
46.04
44.91
42.57
46.75
49.32
11.32
9.90
12.92
20.01
27.41
23.50
26.50
20.01
26.96
27.41
36.90
47.74
40.43
41.50
42.48
39.10
38.90
40.68
44.00
(1) Through April 28, 2017.
ITEM 10.
ADDITIONAL INFORMATION
Memorandum and Articles of Association
The information called for by Item 10B (“Memorandum and Articles of Association”) is incorporated by reference to the
information under the heading “Description of Share Capital” in our Registration Statement on Form F-1, as amended (Registration
Number 333-125673) and as filed with the SEC on June 5, 2005.
Material Contracts
We have not entered into any material contracts within the past two fiscal years other than in the ordinary course of business and
other than those described in Item 4, “Information on the Company” or elsewhere in this annual report.
Exchange Controls
See “Policy on Dividend Distributions” above.
51
Taxation
United States Federal Income Taxation
The following discussion summarizes certain U.S. federal income tax consequences to a U.S. Holder, as defined below, who
purchases our ADSs and ordinary shares. This discussion assumes that investors will hold their ADSs or ordinary shares as capital
assets (generally, property held for investment). This discussion does not discuss all aspects of U.S. federal income taxation which may
be important to particular investors in light of their individual circumstances, including investors subject to special taxation, such as:
•
•
•
•
•
•
•
•
•
•
•
banks and financial institutions;
brokers and dealers in securities or currencies;
insurance companies;
tax-exempt organizations and retirement plans;
grantor trusts;
S corporations;
persons holding ADSs or ordinary shares as part of hedging, conversion, constructive sale, straddle or other integrated
transactions;
persons who acquired their ordinary shares upon the exercise of employee stock options or otherwise as compensation;
persons who have elected the mark-to-market method of accounting;
persons who own 10% or more of our ADSs or shares;
real estate investment trusts or regulated investment companies;
• U.S. persons whose “functional currency” is not the U.S. dollar;
•
certain former citizens or long-term residents of the United States; and
• Non-U.S. Holders (as defined below).
This discussion is based in part on representations by the depositary and assumes that each obligation under the deposit agreement
and any related agreement will be performed in accordance with its terms. Furthermore, the discussion below is based upon the
provisions of the Internal Revenue Code of 1986, as amended (the “Code”), and U.S. Treasury regulations, rulings and judicial
decisions hereunder as of the date hereof. Such authorities are subject to change, possibly on a retroactive basis, which may result in
U.S. federal income tax consequences different from those discussed below.
A person considering an investment in our ADSs or ordinary shares is urged to consult its tax advisor concerning U.S.
federal, state, local and non-U.S. income and other tax consequences.
A U.S. Holder is a beneficial owner of ADSs or ordinary shares that is for U.S. federal income tax purposes:
•
•
•
•
a citizen or resident individual of the United States;
a corporation or other entity taxable as a corporation created or organized in or under the laws of the United States, any state
thereof, or the District of Columbia;
an estate the income of which is subject to U.S. federal income taxation, regardless of its source; or
a trust if it is subject to the primary supervision of a court within the United States and one or more U.S. persons have the
authority to control all substantial decisions of the trust or has a valid election in effect under applicable U.S. Treasury
regulations to be treated as a U.S. person.
52
A beneficial owner of ADSs or ordinary shares that is not a U.S. Holder is referred to herein as a “Non-U.S. Holder.” If a
partnership or limited liability company treated as a partnership for U.S. federal income tax purposes holds ADSs or ordinary shares,
the tax treatment of a partner or member will generally depend on the status of the partner or member and the activities of the
partnership or such limited liability company. A partner of a partnership or a member of such a limited liability company holding ADSs
or ordinary shares is urged to consult its tax advisors regarding an investment in our ADSs or ordinary shares.
ADSs. In general, for U.S. federal income tax purposes, a U.S. Holder of ADSs will be treated as the owner of the underlying
ordinary shares that are represented by such ADSs. Deposits and withdrawals of ordinary shares in exchange for ADSs will not be
subject to U.S. federal income taxation.
Distributions on ADSs or ordinary shares. Unless the passive foreign investment company rules, as discussed below, apply, the
gross amount of the distributions in respect of the ADSs or ordinary shares will be subject to tax as dividend income to the extent of our
current and accumulated earnings and profits, as determined under U.S. federal income tax principles. Subject to certain limitations,
dividends paid to non-corporate U.S. Holders, including individuals, may be eligible for a reduced rate of taxation if we are deemed to
be a “qualified foreign corporation” for U.S. federal income tax purposes, provided that such holder satisfies certain holding period
requirements with respect to the ownership of our ADSs or ordinary shares. Subject to the exceptions discussed below, a corporation is
a qualified foreign corporation if it is:
•
•
a foreign corporation that is eligible for the benefits of a comprehensive income tax treaty with the United States that
includes an exchange of information program; or
a foreign corporation if its stock with respect to which a dividend is paid or its ADSs backed by such stock are readily
tradable on an established securities market within the United States.
The Cayman Islands does not currently have a comprehensive income tax treaty with the United States. A foreign corporation
(even if it is described above) does not constitute a qualified foreign corporation if, for the taxable year in which the dividend is paid or
the preceding taxable year, the foreign corporation is or was a passive foreign investment company. Although we believe that we are a
qualified foreign corporation because the ADSs will be traded on an established U.S. securities market and, as discussed below, we
believe that we were not a passive foreign investment company for our 2015 tax year, no assurance can be given in this regard. In
addition, our status as a qualified foreign corporation may change. A U.S. Holder that exchanges its ADSs for ordinary shares may not
be eligible for the reduced rate of taxation on dividends if the ordinary shares are not deemed to be readily tradable on an established
securities market within the United States.
Dividends will be includable in a U.S. Holder’s gross income on the date actually or constructively received by the depositary, in
the case of ADSs or, in the case of ordinary shares, by such U.S. Holder. These dividends will not be eligible for the dividends-received
deduction generally allowed to U.S. corporations in respect of dividends received from other U.S. corporations.
To the extent we pay dividends on the ADSs or ordinary shares in a currency other than the U.S. dollar, the U.S. dollar value of
such dividends should be calculated by reference to the exchange rate prevailing on the date of actual or constructive receipt of the
dividend, regardless of whether the foreign currency is converted into U.S. dollars at that time. If the foreign currency is converted into
U.S. dollars on the date of actual or constructive receipt of such dividends, the tax basis of the U.S. Holder in such foreign currency will
be equal to its U.S. dollar value on that date and, as a result, the U.S. Holder generally should not be required to recognize any foreign
currency exchange gain or loss. Dividends paid in respect of the ADSs or ordinary shares generally will be treated as income from
sources outside the United States.
To the extent that the amount of any distribution exceeds our current and accumulated earnings and profits, the distribution will
first be treated as a tax-free return of capital, causing a reduction in the adjusted basis of the ADSs or ordinary shares, and the balance in
excess of adjusted basis will be taxed as capital gain.
53
Sale, exchange or other disposition of ADSs or ordinary shares. Unless the passive foreign investment company rules, as
discussed below, apply, upon the sale, exchange or other disposition of ADSs or ordinary shares a U.S. Holder generally will recognize
capital gain or loss equal to the difference between the amount realized upon the sale, exchange or other disposition and the adjusted tax
basis of the U.S. Holder in the ADSs or ordinary shares. The capital gain or loss generally will be long-term capital gain or loss if, at the
time of sale, exchange or other disposition, the U.S. Holder has held the ADS or ordinary share for more than one year. Net long-term
capital gains of non-corporate U.S. Holders, including individuals, are eligible for reduced rates of taxation. The deductibility of capital
losses is subject to limitations. Any gain or loss that a U.S. Holder recognizes generally will be treated as gain or loss from sources
within the United States for U.S. foreign tax credit limitation purposes.
Additional tax on net investment income. An additional 3.8% federal income tax may be assessed on net investment income
(including dividends, other distributions, and gain realized on the sale of ADSs or ordinary shares) earned by certain U.S. Holders. This
tax does not apply to U.S. Holders who hold ADSs or ordinary shares in the ordinary course of certain trades or businesses.
Passive foreign investment company rules. In general, we will be classified as a passive foreign investment company for any
taxable year in which either (a) at least 75% of our gross income is passive income or (b) at least 50% of the value (determined on the
basis of a quarterly average) of our assets is attributable to assets that produce or are held for the production of passive income. For this
purpose, passive income generally includes dividends, interest, royalties, rents (other than rents and royalties derived in the active
conduct of a trade or business and not derived from a related person), annuities and gains from assets that produce passive income. If
we own directly or indirectly at least 25% by value of the equity shares of another corporation, we will be treated for purposes of the
passive foreign investment company tests as owning a proportionate share of the assets of the other corporation, and as receiving
directly a proportionate share of the other corporation’s income.
We believe, based on our present and projected composition of our income and valuation of our assets, we were not classified as a
passive foreign investment company for U.S. federal income tax purposes for our 2015 tax year, although no assurance can be given in
this regard. Whether we are a passive foreign investment company for any particular taxable year is determined on an annual basis and
will depend on the composition of our income and assets, including goodwill. The calculation of goodwill will be based, in part, on the
then market value of our capital stock, which is subject to fluctuation. Accordingly, there can be no assurance that we will not be
classified as a passive foreign investment company in the current or any future taxable year.
If we are a passive foreign investment company for any taxable year during which a U.S. Holder has an equity interest in our
company, unless the U.S. Holder makes a mark-to-market election as discussed below, such U.S. Holder will be subject to special tax
rules in any future taxable year regardless of whether we are classified as a passive foreign investment company in such future years
with respect to (a) “excess distributions” and (b) gain from the disposition of stock. Excess distributions are defined generally as the
excess of the amount received with respect to the equity interests in the taxable year over 125% of the average annual distributions
received in the shorter of either the three previous years or a U.S. Holder’s holding period before the taxable year and must be allocated
ratably to each day of the U.S. Holder’s holding period. The amount allocated to the current taxable year or any year before we became
a passive foreign investment company will be included as ordinary income in a U.S. Holder’s gross income for that year. The amount
allocated to other prior taxable years will be taxed as ordinary income at the highest rate in effect for a U.S. Holder in that prior year
and the tax is subject to an interest charge at the rate applicable to deficiencies in income taxes. The entire amount of any gain realized
upon the sale or other disposition of the equity interests will be treated as an excess distribution made in the year of sale or other
disposition and as a consequence will be treated as ordinary income and, to the extent allocated to years prior to the year of sale or
disposition with respect to which we were a passive foreign investment company, will be subject to the interest charge described above.
In certain circumstances, instead of being subject to the excess distribution rules discussed above, a U.S. Holder may make an
election to include gain on the ADSs or ordinary shares of a passive foreign
54
investment company as ordinary income under a mark-to-market method, provided that the ADSs or ordinary shares are regularly
traded on a qualified exchange. Under current law, the mark-to-market election is only available for ADSs or ordinary shares that are
regularly traded within the meaning of U.S. Treasury regulations on certain designated U.S. exchanges and foreign exchanges that meet
trading, listing, financial disclosure and other requirements to be treated as a qualified exchange under applicable U.S. Treasury
regulations. The Nasdaq Stock Market is a qualified exchange. The ordinary shares may not be eligible for mark-to-market treatment
under the foregoing rule even if the ADSs otherwise satisfy the applicable requirement.
If a U.S. Holder makes a mark-to-market election, the U.S. Holder will include each year as ordinary income, rather than capital
gain, the excess, if any, of the fair market value of the U.S. Holder’s ADSs or ordinary shares at the end of the taxable year over such
U.S. Holder’s adjusted basis in the ADSs (or ordinary shares, if applicable) and will be permitted an ordinary loss in respect of the
excess, if any, of the adjusted basis of these ADSs or ordinary shares over their fair market value at the end of the taxable year, but only
to the extent of the net amount previously included in income as a result of the mark-to-market election. A U.S. Holder’s basis in the
ADSs or ordinary shares will be adjusted to reflect any such income or loss amounts. Any gain or loss on the sale of the ADSs or
ordinary shares will be ordinary income or loss, except that this loss will be ordinary loss only to the extent of the previously included
net mark-to-market gain.
If we are a passive foreign investment company, then under certain circumstances a U.S. Holder must file Internal Revenue
Service Form 8621.
Information Reporting and Back-up Withholding. The Foreign Account Tax Compliance Act (“FATCA”) generally requires that
individuals that hold certain specified foreign financial assets worth in excess of certain thresholds of $50,000 or more, depending on
the individual’s circumstances, report such ownership to the IRS using IRS Form 8938. The definition of specified foreign financial
assets includes not only financial accounts maintained in foreign financial institutions, but also, unless held in accounts maintained by a
financial institution, any stock or security issued by a non-U.S. person, any financial instrument or contract held for investment that has
an issuer or counterparty other than a U.S. person and any interest in a foreign entity. A U.S. Holder may be subject to this reporting
requirement unless such holder’s ADSs or ordinary shares are held in an account at a domestic financial institution. The penalty for
failing to file Form 8938 is substantial.
U.S. holders generally are subject to information reporting requirements with respect to dividends on, or proceeds from the
disposition of, our ordinary shares. In addition, a U.S. holder may be subject, under certain circumstances, to backup withholding at a
rate of up to 28% with respect to dividends paid on, or proceeds from the disposition of, our ordinary shares unless the U.S. holder
provides proof of an applicable exemption or correct taxpayer identification number, and otherwise complies with the applicable
requirements of the backup withholding rules. A U.S. holder of our ordinary shares who provides an incorrect taxpayer identification
number may be subject to penalties imposed by the IRS. Amounts withheld under the backup withholding rules are not an additional tax
and may be refunded or credited against the U.S. holder’s U.S. federal income tax liability, provided the required information is
furnished to the IRS.
A U.S. Holder is urged to consult its tax advisor concerning the U.S. federal income tax consequences of an investment in our
ADSs or ordinary shares if we are or become a passive foreign investment company, including the possibility of making a
mark-to-market election.
Cayman Islands Taxation
The Cayman Islands currently levy no taxes on individuals or corporations based upon profits, income, gains or appreciation and
there is no taxation in the nature of inheritance tax or estate duty. There are no other taxes likely to be material to our company levied
by the Government of the Cayman Islands except for stamp duties that may be applicable on instruments executed in, or after execution
brought within the jurisdiction of, the Cayman Islands. The Cayman Islands are not party to any double taxation treaties. There are no
exchange control regulations or currency restrictions in the Cayman Islands.
55
We have, pursuant to Section 6 of the Tax Concessions Law (1999 Revision) of the Cayman Islands, obtained an undertaking
from the Governor-in-Council that:
•
•
no law which is enacted in the Cayman Islands imposing any tax to be levied on profits or income or gains or appreciation
applies to us or our operations; and
the aforesaid tax or any tax in the nature of estate duty or inheritance tax are not payable on our ordinary shares, debentures
or other obligations.
The undertaking that we have obtained is for a period of 20 years from March 1, 2005.
Documents on Display
We have previously filed with the SEC our registration statement on Form F-6 under the Securities Act of 1933, as amended (the
“Securities Act”) with respect to our ADSs.
We are subject to the periodic reporting and other informational requirements of the U.S. Securities Exchange Act of 1934, as
amended (the “Exchange Act”). Under the Exchange Act, we are required to file reports and other information with the SEC.
Specifically, we are required to file annually a Form 20-F no later than four months after the close of each fiscal year, which is
December 31. As a foreign private issuer, we are exempt from the rules under the Exchange Act prescribing the furnishing and content
of quarterly reports and proxy statements, and our officers, directors, and principal shareholders are exempt from the reporting and
short-swing profit recovery provisions of Section 16 of the Exchange Act.
Copies of reports and other information, when so filed, may be inspected without charge and may be obtained at prescribed rates
at the public reference facilities maintained by the Securities and Exchange Commission at the SEC’s public reference room in
Washington D.C. at 100 F Street, N.E., Room 1580, Washington D.C. 20549. You can request copies of these documents upon payment
of a duplicating fee, by writing to the SEC. Please call the SEC at 1-800-SEC-0330 for further information on the operation of the
public reference rooms. The SEC also maintains a Website at www.sec.gov that contains reports, proxy and information statements, and
other information regarding registrants that make electronic filings with the SEC using its EDGAR system.
ITEM 11.
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Interest rate risk. Our exposure to changes in interest rates is limited to interest income generated by our cash deposited with
banks and short-term investments maintained in bond funds, principal protected notes and interest expenses payable on our bank loans.
We have not entered into any interest rate swap transactions. We do not believe that a 1% change in interest rates would have a
significant impact on our operations.
Foreign currency risk. Since 2012, we consider our direct exposure to foreign exchange rate fluctuations to be minimal. Prior to
2012, we reported our financial results in NT dollars and our direct exposure to foreign exchange rate fluctuations was more significant.
Gains or losses from foreign currency re-measurement are included in “Non-Operating Income (Expenses)” in our Consolidated
Financial Statements. The impact of foreign currency transaction gain or loss included in determining net income (loss) for 2014, 2015
and 2016 was US$(0.6) million, US$0.1 million and US$(0.7) million, respectively. Currently, the majority of our revenue, cost of
sales, accounts receivable, and accounts payable are denominated in U.S. dollars. Increases in the value of the U.S. dollar relative to
other currencies would make our products more expensive, which could negatively impact our ability to compete. Conversely,
decreases in the value of the U.S. dollar relative to other currencies could result in our suppliers raising their prices in order to continue
doing business with us. Fluctuations in currency exchange rates could harm our business in the future. We do not utilize foreign
exchange derivatives contracts to protect against changes in foreign exchange rates.
56
Also refer to “Risk Factors — We are subject to risks associated with international operations which may harm our business.”
Investment Risk. Prior to March 2007, we invested in equity instruments of privately held companies. We have minority stake
equity investments in Cashido and Vastview Technology, private companies related to semiconductor and other technology industries.
These investments are accounted for under the cost method because our ownership is less than 20% and we do not have the ability to
exercise significant influence over the operations of these companies. As of December 31, 2016, the aggregate carrying value of these
investments on our balance sheet was US$0.1 million. We monitor these investments for impairment and make appropriate reductions
in carrying value when an impairment is deemed to be other than temporary. The impairments loss for the years ended on December 31,
2014, 2015 and 2016 was nil, nil and US$13 thousands, respectively.
As of December 31, 2016, we also had the short-term investments of US$2.6 million in principal protected notes and of
US$0.7 million in bond funds.
ITEM 12.
DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES
Depositary Fees and Charges. For the year-ended December 31, 2016, we received from our depositary bank a reimbursement of
US$0.6 million, net of withholding tax, for our continuing annual stock exchange listing fees and our other expenses incurred in
connection with maintaining and promoting our ADS program. In addition, the depositary bank has agreed to reimburse us annually for
a fixed number of years for our continuing annual stock exchange listing fees and our other expenses incurred in connection with
maintaining and promoting our ADS program. The amount of annual reimbursements is subject to certain limits.
57
ITEM 13.
DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES
Not applicable.
PART II
ITEM 14.
MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS
Not applicable.
ITEM 15.
CONTROLS AND PROCEDURES
Disclosure Controls and Procedures
We performed an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of
December 31, 2016. Disclosure controls and procedures are designed to ensure that the material financial and non-financial information
required to be disclosed in this annual report on Form 20-F and filed with the SEC is recorded, processed, summarized and reported
within the time periods specified in the SEC’s rules and forms. The evaluation was performed with the participation of our key
corporate senior management, and under the supervision of our Chief Financial Officer, or CFO, Riyadh Lai, and our President and
Chief Executive Officer, or CEO, Wallace Kou. In designing and evaluating the disclosure controls and procedures, management
recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable, rather than
absolute, assurances of achieving the desired control objectives, and management necessarily was required to apply its judgment in
evaluating the cost-benefit relationship of possible controls and procedures. Based on the foregoing, our management, including our
CEO and CFO, concluded that our disclosure controls and procedures were effective.
Management’s Report on Internal Control over Financial Reporting
Our management, including our CEO and CFO, is responsible for establishing and maintaining adequate internal control over
financial reporting, as defined under Exchange Act Rules 13a-15(f) and 15d-15(f). Our 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 accounting principles generally accepted in the United States. 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 our assets, (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 our receipts and expenditures are being made only in accordance with appropriate authorizations; and (3) provide reasonable
assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of our assets that could have a
material effect on the financial statements.
Our management assessed the effectiveness of our internal control over financial reporting as of the end of the period covered by
this annual report based on the criteria set forth in the Internal Control-Integrated Framework (2013) issued by the Committee of
Sponsoring Organizations of the Treadway Commission (“COSO”). Their assessment included an evaluation of the design of our
internal control over financial reporting and testing of the operational effectiveness of our internal control over financial reporting.
Based on that assessment, our management concluded that as of December 31, 2016 the company’s internal control over financial
reporting was effective.
Deloitte & Touche, the independent registered public accounting firm that audited our consolidated financial statements included
in this annual report has issued an attestation report regarding internal control over financial reporting.
58
Changes in Internal Control over Financial Reporting
During 2016, no change to our internal control over financial reporting occurred that has materially affected, or is reasonably
likely to materially affect, our internal control over financial reporting.
Inherent Limitations on Effectiveness of Controls
All internal control systems no matter how well designed and implemented have inherent limitations. Even systems determined to
be effective may not prevent or detect misstatements or fraud and can only provide reasonable assurance with respect to disclosure and
financial statement presentation and reporting. Additionally, projections of any evaluation of effectiveness to future periods are subject
to the risk that controls may become inadequate because of changed conditions and the degree of compliance with the policies or
procedures may deteriorate.
Attestation Report Of The Independent Registered Public Accounting Firm
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We have audited the internal control over financial reporting of Silicon Motion Technology Corporation and subsidiaries (the
“Company”) as of December 31, 2016, based on criteria established in Internal Control — Integrated Framework (2013) issued by the
Committee of Sponsoring Organizations of the Treadway Commission. The Company’s management is responsible 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. Our responsibility is to express an
opinion on the Company’s internal control over financial reporting based on our audit.
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States).
Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over
financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over
financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of
internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We
believe that our audit provides a reasonable basis for our opinion.
A company’s internal control over financial reporting is a process designed by, or under the supervision of, the company’s
principal executive and principal financial officers, or persons performing similar functions, and effected by the company’s board of
directors, management, and other personnel 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 the inherent limitations of internal control over financial reporting, including the possibility of collusion or improper
management override of controls, material misstatements due to error or fraud may not be prevented or detected on a timely basis.
Also, projections of any evaluation of the effectiveness of the internal control over financial reporting to future periods are subject
to the risk that the controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies
or procedures may deteriorate.
59
In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of
December 31, 2016, based on the criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of
Sponsoring Organizations of the Treadway Commission.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the
consolidated financial statements as of and for the year ended December 31, 2016 of the Company and our report dated April 28, 2017
expressed an unqualified opinion on those financial statements.
/s/ Deloitte & Touche
Taipei, Taiwan
Republic of China
April 28, 2017
ITEM 16A.
AUDIT COMMITTEE FINANCIAL EXPERT
Our board of directors has determined that Mr. Tsung-Ming Chung, the Chairman of our audit committee and an independent
director, is an “audit committee financial expert” under Nasdaq and SEC rules.
ITEM 16B.
CODE OF ETHICS
Our board of directors has adopted a code of business conduct and ethics applicable to every employee of our company, including
our CEO and our CFO, consistent with the requirements of the Nasdaq Stock Market. A copy of our code of ethics has been filed with
the SEC as Exhibit 11.1 to our annual report on Form 20-F filed on June 30, 2006. For further information, see our Code of Ethics
posted on our website (www.siliconmotion.com).
ITEM 16C.
PRINCIPAL ACCOUNTANT FEES AND SERVICES
Deloitte & Touche has acted as the independent registered public accountants of our company and its subsidiaries for 2015 and
2016. The following table sets forth the aggregate fees by categories specified below in connection with certain professional services
rendered by Deloitte & Touche for the periods indicated.
Audit Fees (1)
Audit-Related Fees (2)
Tax Fees (3)
All Other Fees (4)
Total
2015
US$
2016
US$
(in thousands)
801
—
187
—
988
870
—
190
—
1,060
(1) Audit Fees. This category includes the audit and review of our annual financial statements and services that are normally provided
by the independent auditors in connection with regulatory filings or engagements, consultations provided on audit and accounting
matters that arise during, or as a result of, the audits or the reviews of interim financial statements, audit procedures related to
reviews of offering documents, registration statements and issuance of comfort letters.
(2) Audit-Related Fees. This category consists of assurance and related services by Deloitte & Touche that are reasonably related to
the performance of the audit or review of our financial statements and are not reported above under “Audit Fees.” Deloitte &
Touche did not provide any services under this category in 2015 or 2016.
(3) Tax Fees. This category consists of professional services rendered by Deloitte & Touche for tax compliance and tax advice. The
services for the fees disclosed in this category include tax return preparation and technical tax advice.
(4) All other fees. Deloitte & Touche did not provide any services under this category in 2015 or 2016.
60
Our audit committee is responsible for the retention of our independent registered public accounting firm, which currently is
Deloitte & Touche. Our audit committee has adopted its own rules of procedure, in the form of an audit committee charter. The audit
committee’s rules of procedure provide for a process with respect to the prior approval of all non-audit services to be performed by our
independent auditors. Our audit committee reports to our board of directors regarding the scope and results of our annual audits,
compliance with our accounting and financial policies and management’s procedures and policies related to the adequacy of our internal
accounting controls.
In 2016 our audit committee approved all of the audit services provided by Deloitte & Touche and the other services provided by
Deloitte & Touche.
ITEM 16D.
EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES
Not applicable.
ITEM 16E.
PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS
Not applicable.
ITEM 16F.
CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT
Not applicable.
ITEM 16G.
CORPORATE GOVERNANCE
We are incorporated in the Cayman Islands and our corporate governance practices are governed by applicable Cayman Islands
law. In addition, because our ADSs are listed on the Nasdaq Global Select Market, we are subject to Nasdaq corporate governance
requirements. Nasdaq Listing Rule 5615(a)(3) permits foreign private issuers like us to follow “home country practice” with respect to
certain corporate governance matters, such as, for example, our establishment in 2015 of our 2015 Incentive Plan. We are committed to
a high standard of corporate governance. As such, we endeavor to comply with the Nasdaq corporate governance practices and believe
that we are currently in compliance with Nasdaq corporate governance practices that are applicable to foreign private issuers.
61
PART III
ITEM 17.
FINANCIAL STATEMENTS
Not applicable.
ITEM 18.
FINANCIAL STATEMENTS
Our consolidated financial statements are included in this annual report at pages F-1 through F-38.
ITEM 19.
EXHIBITS
Exhibit
Number
1.1
1.2
2.1
2.2
2.3
2.4
4.1
4.2
4.3
4.4
4.5
Description
Memorandum of Association of the Registrant (incorporated by reference to Exhibit 3.1 to the company’s
Registration Statement on Form F-1 (file no. 333-125673) filed with the Securities and Exchange Commission on
June 9, 2005).
Articles of Association of the Registrant (incorporated by reference to Exhibit 3.2 to the company’s Registration
Statement on Form F-1 (file no. 333-125673) filed with the Securities and Exchange Commission on June 9, 2005).
Specimen of American Depositary Receipt (incorporated by reference to Exhibit 4.1 to the company’s Registration
Statement on Form F-1 (file no. 333-125673) filed with the Securities and Exchange Commission on June 9, 2005).
Form of Deposit Agreement (incorporated by reference to Exhibit 4.2 to the company’s Registration Statement on
Form F-1 (file no. 333-125673) filed with the Securities and Exchange Commission on June 9, 2005).
Second Amended and Restated Silicon Motion Technology Corporation Equity Incentive Plan 2005 (incorporated by
reference to Exhibit 2.3 of the company’s Form 20-F for the year ended December 31, 2009, filed June 25, 2010).
Silicon Motion Technology Corporation 2015 Incentive Plan (incorporated by reference to Exhibit 4.1 of the
Company’s registration statement on Form S-8 filed June 11, 2015).
Lease Agreement between Silicon Motion, Inc. (Taiwan) and Fang Shinn Industrial Co., Ltd. dated May 4, 2004
(incorporated by reference to Exhibit 10.1 to the company’s Registration Statement on Form F-1 (file no.
333-125673) filed with the Securities and Exchange Commission on June 9, 2005).
Lease Agreement between Silicon Motion, Inc. (Taiwan) and TaiHsing Printing and Binding Co., Ltd dated
February 23, 2005 (incorporated by reference to Exhibit 10.2 to the company’s Registration Statement on Form F-1
(file no. 333-125673) filed with the Securities and Exchange Commission on June 9, 2005).
Lease Agreement between Silicon Motion, Inc. (Taiwan) and Winsome Development Inc. dated November 27, 2003
(incorporated by reference to Exhibit 10.3 to the company’s Registration Statement on Form F-1 (file no.
333-125673) filed with the Securities and Exchange Commission on June 9, 2005).
Lease Agreement between Silicon Motion, Inc. (Taiwan) and Richtek Technology Corp. dated February 4, 2005
(incorporated by reference to Exhibit 10.4 to the company’s Registration Statement on Form F-1 (file no.
333-125673) filed with the Securities and Exchange Commission on June 9, 2005).
Lease Agreement between Silicon Motion, Inc. (California) and Orchard Investment Company Number 205 dated
January 21, 2004 (incorporated by reference to Exhibit 10.5 to the company’s Registration Statement on Form F-1
(file no. 333-125673) filed with the Securities and Exchange Commission on June 9, 2005).
62
Exhibit
Number
4.6
4.7
4.8
4.11
4.12
4.13
8.1 *
11.1
12.1 *
12.2 *
13.1 *
Description
Bank Line of Credit Agreement between Silicon Motion, Inc. (Taiwan) and Chinatrust Commercial Bank Co., Ltd.
dated November 25, 2004 (incorporated by reference to Exhibit 10.6 to the company’s Registration Statement on Form
F-1 (file no. 333-125673) filed with the Securities and Exchange Commission on June 9, 2005).
Financial Transaction Agreement between Silicon Motion, Inc. (Taiwan) and Chinatrust Commercial Bank Co., Ltd.
dated November 25, 2004 (incorporated by reference to Exhibit 10.7 to the company’s Registration Statement on Form
F-1 (file no. 333-125673) filed with the Securities and Exchange Commission on June 9, 2005).
Specific Clause Agreement between Silicon Motion, Inc. (Taiwan) and Chinatrust Commercial Bank Co., Ltd. dated
November 25, 2004 (incorporated by reference to Exhibit 10.8 to the company’s Registration Statement on Form F-1
(file no. 333-125673) filed with the Securities and Exchange Commission on June 9, 2005).
Purchase and Supply Agreement between Lexar Media, Inc. and Silicon Motion Technology Corporation, dated
September 1, 2005 (incorporated by reference to Exhibit 4.11 to the Company’s Annual Report on Form 20-F filed with
the Securities and Exchange Commission on June 30, 2006).
Share Purchase Agreement dated as of April 18, 2007 among Silicon Motion Technology Corporation, Lake Tahoe
Investment Corporation, FCI Inc. and Kwang Jun Yun and the shareholders of FCI (incorporated by reference to
Exhibit 4.12 to the Company’s Annual Report on Form 20-F filed with the Securities and Exchange Commission on
July 2, 2007).
Share Purchase Agreement dated as of April 24, 2015 among Silicon Motion Technology Corporation, Silicon Motion
Technology (Hong Kong) Ltd., F-Tec Holdings International Ltd., the shareholders of F-Tec Holdings International
Ltd. and Xueshi Yang, as the Sellers’ Representative (incorporated by reference to Exhibit 4.13 to the Company’s
Annual Report on Form 20-F filed with the Securities and Exchange Commission on April 30, 2015).
List of Subsidiaries.
Code of Ethics (incorporated by reference to Exhibit 11.1 to the company’s Annual Report on Form 20-F filed with the
Securities and Exchange Commission on June 30, 2006).
Certification of Chief Executive Officer Required by Rule 13a-14(a).
Certification of Chief Financial Officer Required by Rule 13a-14(a).
Certification of Chief Executive Officer and Chief Financial Officer required by Rule 13a-14(b) and Section 1350 of
Chapter 63 of Title 18 of the United States Code.
23.1 *
Consent of Deloitte & Touche.
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 Document
101.LAB*
XBRL Taxonomy Extension Label Linkbase Document
101.PRE*
XBRL Taxonomy Extension Presentation Linkbase Document
* Filed herewith.
63
The registrant hereby certifies that it meets all the requirements for filing on Form 20-F and that it has duly caused and authorized
the undersigned to sign this Amendment No. 1 to annual report on its behalf.
SIGNATURES
SILICON MOTION TECHNOLOGY CORPORATION
By:
/S/ WALLACE C. KOU
Wallace C. Kou,
President and Chief Executive Officer
Date: May 2, 2017
64
SILICON MOTION TECHNOLOGY CORPORATION AND SUBSIDIARIES
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
Report of Independent Registered Public Accounting Firm
Consolidated Balance Sheets as of December 31, 2015 and 2016
Consolidated Statements of Income for the Years Ended December 31, 2014, 2015 and 2016
Consolidated Statements of Comprehensive Income for the Years Ended December 31, 2014, 2015 and 2016
Consolidated Statements of Changes in Shareholders’ Equity for the Years Ended December 31, 2014, 2015 and 2016
Consolidated Statements of Cash Flows for the Years Ended December 31, 2014, 2015 and 2016
Notes to Consolidated Financial Statements
F-2
F-3
F-4
F-5
F-6
F-7
F-8
F-1
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Shareholders of
Silicon Motion Technology Corporation
We have audited the accompanying consolidated balance sheets of Silicon Motion Technology Corporation and subsidiaries (the
“Company”) as of December 31, 2016 and 2015, and the related consolidated statements of income, comprehensive income, changes in
shareholders’ equity and cash flows for each of the three years in the period ended December 31, 2016, all expressed in U.S. dollars.
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these
financial statements 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 audit to obtain reasonable assurance about whether the financial statements are
free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the
financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as
well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, such consolidated financial statements present fairly, in all material respects, the financial position of the Company
as of December 31, 2016 and 2015, and the results of their operations and their cash flows for each of the three years in the period
ended December 31, 2016, in conformity with accounting principles generally accepted in the United States of America.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the
Company’s internal control over financial reporting as of December 31, 2016, based on the criteria established in Internal Control —
Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated
April 28, 2017 expressed an unqualified opinion on the Company’s internal control over financial reporting.
/s/ Deloitte & Touche
Taipei, Taiwan
Republic of China
April 28, 2017
F-2
SILICON MOTION TECHNOLOGY CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(In Thousands, Except Par Value)
ASSETS
Current Assets
Cash and cash equivalents
Short-term investments
Notes and accounts receivable, net
Inventories
Restricted assets-current
Noncurrent assets held for sale
Prepaid expenses and other current assets
Total current assets
Long-term investments
Property and equipment, net
Deferred income tax assets, net
Goodwill
Intangible assets, net
Other assets
Total assets
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current Liabilities
Notes and accounts payable
Bank loan
Income tax payable
Current portion of long-term payable
Accrued expenses and other current liabilities
Total current liabilities
Long-term payable, net of current portion
Other long-term liabilities
Total liabilities
Commitments and Contingencies (Note 18)
Shareholders’ Equity
Ordinary Shares at US$0.01 par value per share
Authorized: 500,000 thousand shares
Issued and outstanding: 139,521 thousand shares in 2015 and 141,311 thousand shares in 2016
Additional paid-in capital
Accumulated other comprehensive income (loss)
Retained Earnings
Total shareholders’ equity
Total liabilities and shareholders’ equity
The accompanying notes are an integral part of the consolidated financial statements.
F-3
December 31
2015
US$
2016
US$
180,519
4,681
58,979
47,110
19,328
—
4,559
315,176
133
50,469
610
68,660
7,330
3,250
445,628
22,541
—
13,395
270
52,081
88,287
78
12,765
101,130
274,483
3,302
73,599
71,887
44,393
3,363
5,873
476,900
120
47,892
3,983
68,656
5,227
3,248
606,026
31,739
25,000
20,271
240
68,736
145,986
367
16,910
163,263
1,395
209,243
633
133,227
344,498
445,628
1,413
226,658
(1,032)
215,724
442,763
606,026
SILICON MOTION TECHNOLOGY CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(In Thousands, Except Earnings Per Share)
NET SALES
COST OF SALES
GROSS PROFIT
OPERATING EXPENSES
Research and development
Sales and marketing
General and administrative
Amortization of intangible assets
Total operating expenses
OPERATING INCOME
NON-OPERATING INCOME (EXPENSES)
Gain from disposal of short-term investments
Interest income
Foreign exchange gain (loss), net
Impairment of long-term investments
Interest expense
Other income, net
Total non-operating income
INCOME BEFORE INCOME TAX
INCOME TAX EXPENSE
NET INCOME
EARNINGS PER ORDINARY SHARE:
Basic
Diluted
WEIGHTED AVERAGE ORDINARY SHARES OUTSTANDING
Basic (Thousands)
Diluted (Thousands)
EARNINGS PER ADS (one ADS equals four ordinary shares):
Basic
Diluted
WEIGHTED AVERAGE ADS OUTSTANDING
Basic (Thousands)
Diluted (Thousands)
Year Ended December 31
2015
US$
361,297
176,765
184,532
2014
US$
289,323
139,625
149,698
2016
US$
556,146
281,541
274,605
60,949
16,324
13,355
—
90,628
59,070
4
2,215
(606)
—
(114)
(1)
1,498
60,568
16,101
44,467
0.33
0.33
71,161
20,173
15,714
1,051
108,099
76,433
92,405
25,765
17,072
2,103
137,345
137,260
3
2,025
76
—
(47)
10
2,067
78,500
18,249
60,251
2
2,158
(692)
(13)
(127)
42
1,370
138,630
27,690
110,940
0.44
0.43
0.79
0.78
134,604
136,787
138,100
139,634
140,919
142,050
1.32
1.30
1.75
1.73
3.15
3.12
33,651
34,197
34,525
34,909
35,230
35,513
The accompanying notes are an integral part of the consolidated financial statements.
F-4
SILICON MOTION TECHNOLOGY CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(In Thousands)
NET INCOME
OTHER COMPREHENSIVE INCOME (LOSS), NET OF TAX EFFECT OF NIL
Change in net foreign currency translation adjustments
Change in deferred pension loss
OTHER COMPREHENSIVE LOSS
TOTAL COMPREHENSIVE INCOME
Year Ended December 31
2015
US$
60,251
2016
US$
110,940
2014
US$
44,467
(1,202)
(388)
(1,590)
42,877
(1,868)
(4)
(1,872)
58,379
(1,555)
(110)
(1,665)
109,275
The accompanying notes are an integral part of the consolidated financial statements.
F-5
SILICON MOTION TECHNOLOGY CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY
(In Thousands, Except Per Share Data)
BALANCE, JANUARY 1, 2014
Net income
Other comprehensive income
Stock-based compensation expenses
Issuance of ordinary shares upon exercise of
employee stock options and restricted stock
units
Dividends declared (US$0.15 per ordinary share)
BALANCE, DECEMBER 31, 2014
Net income
Other comprehensive income
Issuance of ordinary shares for Shannon Systems
acquisition
Stock-based compensation expenses
Issuance of ordinary shares upon exercise of
employee stock options and restricted stock
units
Dividends declared (US$0.2625 per ordinary
share)
BALANCE, DECEMBER 31, 2015
Net income
Other comprehensive income
Stock-based compensation expenses
Issuance of ordinary shares upon exercise of
employee stock options and restricted stock
units
Dividends declared (US$0.20 per ordinary share)
BALANCE, DECEMBER 31, 2016
Ordinary Share
Shares
(thousands)
131,630
—
—
—
Amount
US$
1,316
—
—
—
Additional
Paid-in
Capital
US$
180,016
—
—
10,347
Accumulated
Other
Comprehensive
Income (Loss)
US$
4,095
—
(1,590)
—
Retained
Earnings
US$
85,270
44,467
—
—
Total
Shareholders’
Equity
US$
270,697
44,467
(1,590)
10,347
3,992
—
135,622
—
—
1,560
—
40
—
1,356
—
—
16
—
420
—
190,783
—
—
7,624
10,418
—
—
2,505
—
(1,872)
—
(20,281)
109,456
60,251
—
—
—
—
—
460
(20,281)
304,100
60,251
(1,872)
7,640
10,418
2,339
23
418
—
—
441
—
139,521
—
—
—
1,790
—
141,311
—
1,395
—
—
—
18
—
1,413
—
209,243
—
—
17,364
51
—
226,658
—
633
—
(1,665)
—
(36,480)
133,227
110,940
—
—
(36,480)
344,498
110,940
(1,665)
17,364
—
—
(1,032)
—
(28,443)
215,724
69
(28,443)
442,763
The accompanying notes are an integral part of the consolidated financial statements.
F-6
SILICON MOTION TECHNOLOGY CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In Thousands)
CASH FLOWS FROM OPERATING ACTIVITIES
Net income
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization
Amortization of intangible assets
Gain from disposal of short-term investments
Impairment of long-term investments
Stock-based compensation
Loss on disposal of property and equipment
Deferred income taxes
Changes in operating assets and liabilities:
Short-term investments
Notes and accounts receivable
Inventories
Prepaid expenses and other current assets
Other assets
Notes and accounts payable
Accrued expenses and other current liabilities
Income tax payable
Other liabilities
Net cash provided by operating activities
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of held-to-maturity financial assets
Proceeds from sale of held-to-maturity financial assets
Business acquisition-net of cash, cash equivalents, and restricted cash acquired
Increase of prepaid expenses and other current assets
Purchase of property and equipment
Net cash used in investing activities
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from issuance of ordinary shares upon exercise of employee stock options
Proceeds from bankloan
Dividends paid
Net cash provided by (used in) financing activities
NET INCREASE (DECREASE) IN CASH, CASH EQUIVALENTS, AND RESTRICTED CASH
EFFECT OF EXCHANGE RATE CHANGES
CASH, CASH EQUIVALENTS, AND RESTRICTED CASH, BEGINNING OF YEAR
CASH, CASH EQUIVALENTS, AND RESTRICTED CASH, END OF YEAR
SUPPLEMENTAL INFORMATION
Interest paid
Income taxes paid
Acquisition of Shannon Systems (Note 3)
Fair value of assets acquired, net of cash, cash equivalents, and restricted cash acquired
Other long-term liabilities
Issuance of stock
Cash paid for business acquisition, net of cash, cash equivalents, and restricted cash acquired
Year Ended December 31
2014
As Adjusted
(Note 2)
US$
2015
As Adjusted
(Note 2)
US$
2016
(Note 2)
US$
44,467
60,251
110,940
6,917
—
(4)
—
10,347
18
471
—
2,359
(10,410)
(678)
67
(415)
5,543
9,507
536
68,725
—
—
—
—
(11,596)
(11,596)
514
—
(20,224)
(19,710)
37,419
(1,111)
179,584
215,892
71
5,892
—
—
—
—
7,936
1,051
(3)
—
10,418
10
911
—
(29,179)
(410)
(664)
136
7,651
11,020
(4,301)
1,119
65,946
(4,000)
—
(30,286)
(508)
(23,664)
(58,458)
494
—
(20,765)
(20,271)
(12,783)
(953)
215,892
202,156
9,482
2,103
(2)
13
17,364
33
(3,373)
(2,710)
(14,620)
(24,777)
(1,313)
(5)
9,198
12,180
6,876
4,179
125,568
—
4,000
—
—
(12,220)
(8,220)
93
25,000
(22,899)
2,194
119,542
(521)
202,156
321,177
6
105
20,494
24,300
43,661
(5,735)
(7,640)
30,286
—
—
—
—
The accompanying notes are an integral part of the consolidated financial statements.
F-7
SILICON MOTION TECHNOLOGY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In Thousands)
1. ORGANIZATION AND OPERATIONS
Silicon Motion Technology Corporation (“SMTC”, collectively with its subsidiaries the “Company”) is the global leader in
supplying NAND flash controllers for solid state storage devices and the merchant leader in supplying SSD controllers. The Company
has the broadest portfolio of controller technologies and solutions and ship over 750 million NAND controllers annually, more than any
other company in the world. The Company’s controllers are widely used in embedded storage products such as SSDs and eMMCs
which are found in smartphones, PCs and industrial and commercial applications. The Company also supply specialized high-
performance hyperscale datacenter and industrial SSD solutions. The Company’s customers include most of the NAND flash vendors,
storage device module makers and leading OEMs.
The Company acquired SMI Taiwan in April 2005. Originally SMI Taiwan was known as Feiya Technology Corporation
(“Feiya”), a Taiwan corporation which was incorporated in April 1997 but had changed its name to SMI Taiwan after acquiring in
August 2002 Silicon Motion, Inc., a California corporation (“SMI USA”), which was incorporated in November 1995. Feiya was
originally a flash memory products company and SMI USA a graphics processor company. In April 2007, the Company acquired FCI, a
leading designer of RF ICs for mobile TV and wireless communications based in South Korea. In July 2015, the Company acquired
Shanghai Baocun Information Technology Co., Ltd. (“Shannon Systems”), China’s leading enterprise-class PCIe SSD company based
in Shanghai, China.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the
United States of America (U.S. GAAP). The consolidated financial statements include the accounts of SMTC and its wholly-owned
subsidiaries. The Company owns 100% of the outstanding shares in all of its subsidiaries. All significant intercompany balances and
transactions have been eliminated upon consolidation.
Use of Estimates
The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and
assumptions that affect certain reported amounts and disclosures. The actual results could differ from those estimates.
Concentration of Credit Risk and Significant Customers
Financial instruments that potentially subject the Company to a significant concentration of credit risk consist principally of cash
equivalents, short term investments and accounts receivable. Cash, cash equivalents and short-term investments balances are maintained
with high quality financial institutions, the composition and maturities of which are regularly monitored by management. The Company
believes that the concentration of credit risk in its trade receivables, is substantially mitigated by the Company’s credit evaluation
process, relatively short collection terms and the high level of credit worthiness of its customers. The Company performs ongoing credit
evaluations of its customers’ financial conditions and limits the amount of credit extended when deemed necessary based upon payment
history and the customer’s current credit worthiness, but generally requires no collateral. The Company regularly reviews the allowance
for bad debt and doubtful accounts by considering factors such as historical experience, credit quality, age of the accounts receivable
balances and current economic conditions that may affect a customer’s ability to pay.
F-8
Historically, a relatively small number of customers have accounted for a significant portion of our net revenue. Sales to two
customers in 2014, and one customer in 2015 and 2016 accounted for 10% or more of the Company’s net sales, represented 47%, 30%
and 28% of the Company’s net sales in 2014, 2015 and 2016, respectively. In 2014, the significant customers were Samsung and SK
Hynix and in 2015 and 2016, SK Hynix. The Company’s top ten customers in 2014, 2015 and 2016 accounted for approximately 76%,
72% and 75% of net sales.
Fair Value of Financial Instruments
The carrying amount of the Company’s financial instruments, including cash and cash equivalents, notes and accounts receivable
and notes and accounts payables approximates fair value due to the short-term maturity of the instruments. Fair values of short-term
investments represent quoted market prices, if available. If no quoted market prices are available, fair values are estimated based on
discounted cash flow, or other valuation techniques. Long-term investments are privately-held companies where there is no readily
determinable market value and are recorded using the cost method, since the cost of obtaining verifiable fair value is unreasonably high.
The Company periodically evaluates these investments for impairment. If it is determined that an other-than-temporary decline has
occurred in the carrying value, an impairment loss is recorded for that period. The Company’s long-term liabilities approximate their
fair values as they contain interest rates that vary according to market interest rates.
Fair value is the price that would be received upon sale of an asset or paid upon transfer of a liability in an orderly transaction
between market participants at the measurement date and in the principal or most advantageous market for that assets or liability. The
fair value should be calculated based on assumptions that market participants would use in pricing the asset or liability, not on
assumptions specific to the Company. A three-tier fair value hierarchy is established as a basis for considering such assumptions and for
inputs used in the valuation methodologies in measuring fair value. The hierarchy prioritizes the inputs into three levels based on the
extent to which inputs used in measuring fair value are observable in the market. Each fair value measurement is reported in one of the
three levels which is determined by the lowest level input that is significant to the fair value measurement in its entirety. These levels
are:
Level 1 — Use unadjusted quoted prices in active markets for identical assets or liabilities.
Level 2 — Use observable inputs other than Level 1 prices such as quoted prices for identical or similar instruments in markets
that are not active, quoted prices for similar instruments in active markets, and model-based valuation in which all significant inputs are
observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.
Level 3 — Use inputs that are generally unobservable and reflect the use of significant management judgments and estimates.
See Note 20, “Fair Value Measurement”, for the related disclosure.
Cash Equivalents
The Company considers all highly liquid instruments acquired with a remaining maturity of three months or less when purchased
to be cash equivalents. In addition, time deposits with maturities ranging from more than three months to one year are considered
qualified as cash equivalents as the nature of the time deposits are similar to cash such that without advance notice to the bank, they can
be readily converted into known amounts of cash with the principal of the time deposits protected and not subject to penalty in the event
of an early withdrawal. Also, the risk of changes in value because of changes in interest rates is insignificant due to the fact that the
Company can still earn interest based on a rate close to the on-going published interest rate applicable for the actual period of the time
deposits in the event of an early withdrawal. Cash and cash equivalents are stated at cost, which approximates their fair value.
F-9
Short-term Investments
The Company’s short-term investments primarily includes short-term income yielding investments with original maturities greater
than three months from the purchase date and remaining maturities less than one year. These short-term investments consist mostly of
bond funds and principal protected notes that are bought and held principally for the purpose of selling them in the near term and are
classified as trading securities as well as senior notes classified as held-to-maturity investment with maturities less than one year.
Trading securities are reported at fair value with the subsequent changes in fair value recorded in earnings as unrealized gains and
losses. Senior notes are measured at amortized cost using the effective interest method less any impairment.
Allowance for Doubtful Receivables
An allowance for doubtful receivables is provided based on a review of the collectability of accounts receivables. The Company
determines the amount of allowance for doubtful receivables by examining the historical collection experience and current trends in the
credit quality of its customers as well as its internal credit policies.
Inventories
Inventories are stated at the lower of cost or market value. Inventories are recorded at standard cost and adjusted to the
approximate weighted-average cost at the balance sheet date. Market value represents the current replacement cost for raw materials,
work in process and finished goods. The Company assesses its inventory for estimated obsolescence or unmarketable inventory based
upon management’s assumptions about future demand and market conditions. In estimating reserves for obsolescence, the Company
primarily evaluates estimates based on the timing of the introduction of new products and the quantities remaining of old products and
provides reserves for inventory on hand in excess of the estimated demand. Estimated losses on slow-moving items are recognized and
included in the allowance for losses.
Long-term Investments
The Company has long-term investments in companies that it does not exercise significant influence and accounts for these
investments under the cost method. Management regularly evaluates financial information related to these investments to determine
whether an other than temporary decline in their value exists. Factors indicative of an other than temporary decline include recurring
operating losses, credit defaults and subsequent rounds of financings at an amount below the cost basis of the investment. Management
periodically weighs all quantitative and qualitative factors in determining if any impairment loss exists. When a decline in value is
deemed to be other-than-temporary, the Company recognizes an impairment loss in other income and expense.
Noncurrent Assets Held for Sale
Non-current assets are presented separately as held for sale when the Company is committed to selling the asset, an active plan of
sale has commenced, and the sale is expected to be completed within 12 months. Assets held for sale are measured at the lower of their
carrying amount and fair value less cost to sell. Assets held for sale are no longer amortized or depreciated.
Property and Equipment
Property and equipment are stated at cost less accumulated depreciation. Significant additions, renewals and betterments are
capitalized, while maintenance and repairs are expensed as incurred.
Depreciation is computed using the straight-line method over estimated useful lives that range as follows: buildings — 25 to 50
years; machinery and equipment — 3 to 6 years; furniture and fixtures — 3 to 8 years;
F-10
software — 1 to 5 years; leasehold and buildings improvement — the shorter of the estimated useful life or lease term, which is
generally 2 to 6 years. Depreciation expense recognized for the years ended December 31, 2014, 2015 and 2016 was approximately
US$6,917 thousand, US$7,936 thousand and US$9,482 thousand, respectively.
Upon the sale or other disposal of property and equipment, the related cost and accumulated depreciation are removed from the
accounts, and any gain or loss is credited or charged to operating income.
Government Grants
Grants received by the Company from the Korean government to assist with specific research and development activities are
deducted from those research and development costs incurred, in the period in which the related expenses are incurred, to the extent that
they are non-refundable. Government grants that were used for the acquisition of fixed assets are deducted from the acquisition costs of
the acquired assets and amortized over the useful lives of the related assets. The Company recognizes refundable government grants as
long-term payable and current portion of long-term payable on its consolidated balance sheet.
Goodwill and Intangible Assets
Goodwill is the excess of the purchase price paid over the fair value of the net tangible and intangible assets acquired in a business
combination. Intangible assets, which consist primarily of development technology, are amortized over their estimated useful lives, of
3.5 to 4.5 years.
Impairment of Goodwill and Long-Lived Assets
The Company evaluates the recoverability of long-lived assets whenever events or changes in circumstances indicate the carrying
value may not be recoverable. The determination of recoverability is based on an estimate of undiscounted cash flows expected to result
from the use of an asset and its eventual disposition. The estimate of cash flows is based upon, among other things, certain assumptions
about expected future operating performance, growth rates and other factors. Estimates of undiscounted cash flows may differ from
actual cash flows due to, among other things, technological changes, economic conditions, changes to the business model or changes in
operating performance. If the sum of the undiscounted cash flows is less than the carrying value, an impairment loss is recognized,
measured as the amount by which the carrying value exceeds the fair value of the asset. Fair value is determined by reference to quoted
market prices, if available, or discounted cash flows, as appropriate. See Note 11, “Goodwill and Acquired Intangible Assets,”
regarding impairment testing in fiscal year 2014, 2015 and 2016.
The Company monitors the recoverability of goodwill recorded in connection with acquisitions, by reporting unit, annually, or
sooner if events or changes in circumstances indicate that the carrying amount may not be recoverable. The Company conducts its
annual impairment test of goodwill on November 30. Reporting units may be operating segments as a whole or an operation one level
below an operating segment, referred to as a component. Goodwill impairment is tested using a two-step approach. The first step
compares the fair value of a reporting unit to its carrying amount, including goodwill. If the fair value of the reporting unit is greater
than its carrying amount, goodwill is not considered impaired and the second step is not required. If the fair value of the reporting unit is
less than its carrying amount, the second step of the impairment test measures the amount of the impairment loss, if any, by comparing
the implied fair value of goodwill to its carrying amount. If the carrying amount of goodwill exceeds its implied fair value, an
impairment loss is recognized equal to that excess. The implied fair value of goodwill is calculated in the same manner that goodwill is
calculated in a business combination, whereby the fair value of the reporting unit is allocated to all of the assets and liabilities of that
unit, with the excess purchases price over the amounts assigned to assets and liabilities. Estimating fair value is performed by utilizing
various valuation approaches, such as income approach or market approach. The total of
F-11
all reporting unit fair values was also compared to the Company’s market capitalization plus control premium for reasonableness. See
Note 11, “Goodwill and Acquired Intangible Assets,” regarding impairment testing.
Other Assets
Other assets primarily consist of industrial property right and deposits for office leases.
Restricted Assets
Restricted assets consist of deposits required for litigation and restricted cash. Restricted cash represents cash set aside as
collateral for obtaining capacity and borrowings as well as cash received from government grants with restriction on its usage.
Bank loans
Loans from financial institutions are stated at the amount of unpaid principal. Bank loans comprise borrowings which are held by
banks based in Taiwan.
Other long-term liabilities
Other long-term liabilities primarily consist of payable to former shareholders of Shannon Systems and unrecognized tax benefit.
Pension Costs
For employees under defined contribution pension plans, pension costs are recorded based on the actual contributions made to
employees’ individual pension accounts. For employees under defined benefit pension plans, pension costs are recorded based on
actuarial calculations.
Revenue Recognition
Revenue from product sales is generally recognized upon shipment to the customer provided that the Company has received a
signed purchase order, the price is fixed or determinable, transfer of title has occurred in accordance with the shipping terms specified
in the arrangement with the customer, collectibility from the customer is considered reasonably assured, product returns are reasonably
estimable and there are no remaining significant obligations or customer acceptance requirements. Revenue on development service
orders is generally recognized upon completion and customer acceptance of contractually agreed milestones.
The Company grants certain distributors limited rights of return and price protection rights on unsold products. The return rights
are generally limited to five percent of the monetary value of products purchased within the preceding six months, provided that the
distributor places a corresponding restocking order of equal or greater value. An allowance for sales returns for distributors and all
customers is recorded at the time of sale based on historical returns information available, management’s judgment and any known
factors at the time the financial statements are prepared that would significantly affect the allowance. Price protection rights are based
on the inventory products the distributors have on hand at the date the price protection is offered. A reserve for price adjustments is
recorded based on the estimated products on hand at the distributors and historical experience. The actual price adjustments to
distributors incurred by the Company are minimal.
The Company provides a warranty period of one year for manufacturing defects of its products. Warranty returns have been
infrequent and relate to defective or off-specification parts. The Company estimates a reserve
F-12
for warranty based on historical experience and records this amount to cost of sales. For the years ended December 31, 2014, 2015 and
2016, the Company did not experience significant costs associated with warranty returns.
Research and Development
Research and development costs consist of expenditures incurred during the course of planned research and investigation aimed at
the discovery of new knowledge that will be useful in developing new products or at significantly enhancing existing products as well
as expenditures incurred for the design and testing of product alternatives. All expenditures related to research and development
activities of the Company are charged to operating expenses when incurred. Third-party research and development costs are expensed
when the contracted work has been performed or as milestone results have been achieved.
Income Taxes
The provision for income tax represents income tax paid and payable for the current year plus changes in the deferred income tax
assets and liabilities during the years. Deferred income tax assets are recognized for net operating loss carryforwards, research and
development credits, and temporary differences. The Company believes that uncertainty exists regarding the realizability of certain
deferred income tax assets and, accordingly, has established a valuation allowance for those deferred income tax assets to the extent the
realizability is not deemed to be more likely than not. Deferred income tax assets and liabilities are measured using enacted tax rates.
The Company utilizes a two step approach to recognizing and measuring uncertain tax positions. The first step is to evaluate the
tax position for recognition by determining if the weight of available evidence indicates it is more likely than not that the position will
be sustained in a dispute with taxing authorities, including resolution of related appeals or litigation processes, if any. The second step is
to measure the tax benefit as the largest amount which is more than 50% likely of being realized upon ultimate settlement. Changes in
recognition or measurement are reflected in the period in which the change in judgment occurs. The Company records interest and
penalties related to unrecognized tax benefits in income tax expense.
Foreign Currency Transactions
Foreign currency transactions are recorded at the rates of exchange in effect when the transaction occurs. Gains or losses, resulting
from the application of different foreign exchange rates when cash in foreign currency is converted into the entities’ functional
currency, or when foreign currency receivables and payables are settled, are credited or charged to income in the period of conversion
or settlement. At the balance sheet date, assets and liabilities denominated in foreign currencies are remeasured based on prevailing
exchange rates and any resulting gains or losses are credited or charged to income.
Translation of Foreign Currency Financial Statements
The reporting currency of the Company is the U.S. dollars. The functional currency of some of the Company’s subsidiaries is the
local currency of the respective entity. Accordingly, the financial statements of the foreign subsidiaries were translated into U.S. dollars
at the following exchange rates: assets and liabilities — current rate on the balance sheet date; shareholders’ equity — historical rates;
income and expenses — average rate during the period. The resulting translation adjustment is recorded as a separate component of
comprehensive income.
F-13
Comprehensive Income (Loss)
Comprehensive income and loss represents net income (loss) plus the results of certain changes in shareholders’ equity during a
period from non-owner sources. The following table presents the components of accumulated other comprehensive income (loss) as of
December 31, 2014, 2015 and 2016:
Year Ended December 31, 2014
US$
Year Ended December 31, 2015
US$
Foreign
currency
items
4,556
(1,202)
3,354
Defined
benefit
pension
plans
(461)
(388)
(849)
Accumulated
other
comprehensive
income (loss)
4,095
(1,590)
2,505
Foreign
currency
items
3,354
(1,868)
1,486
Defined
benefit
pension
plans
(849)
(4)
(853)
Accumulated
other
comprehensive
income (loss)
2,505
(1,872)
633
Beginning balance
Current-period change
Ending balance
Legal Contingencies
Year Ended December 31, 2016
US$
Defined
benefit
pension
plans
(853)
(110)
(963)
Accumulated
other
comprehensive
income (loss)
633
(1,665)
(1,032)
Foreign
currency
items
1,486
(1,555)
(69)
The Company is currently involved in various claims and legal proceedings. Periodically, the Company reviews the status of each
significant matter and assesses the potential financial exposure. If the potential loss from any claim or legal proceeding is considered
probable and the amount can be estimated, the Company accrues a liability for the estimated loss. Because of uncertainties related to
these matters, accruals are based only on the best information available at the time. As additional information becomes available, the
Company reassesses the potential liability related to the pending claims and litigation and revises these estimates as appropriate. Such
revisions in the estimates of the potential liabilities could have a material impact on the results of operations and financial position.
Earnings Per Share
Basic earnings per share are computed by dividing net earnings attributable to ordinary shareholders by the weighted average
number of ordinary shares outstanding during the period. Diluted earnings per share reflect the potential dilution that could occur if
stock options and other dilutive securities were exercised. Dilutive securities are excluded from the computation of the diluted income
per share in periods when their effect is anti-dilutive. The Company’s dilutive securities consist of employee stock options and
restricted stock units. The effect of dilutive securities including employee stock options and restricted stock units were 2,183 thousand
shares (546 thousand ADSs), 1,534 thousand shares (384 thousand ADSs) and 1,131 thousand shares (283 thousand ADSs) for the
years ended December 31, 2014, 2015 and 2016, respectively.
Stock-Based Compensation
The Company accounts for stock-based compensation in accordance with ASC 718 Compensation — Stock Compensation. The
Company uses the Black-Scholes valuation model for the valuation of stock options and recognizes compensation expense on a straight-
line basis over the requisite service period of the award. The value of our restricted stock units is based on the fair value of our shares
on the date of grant and expensed over the vesting period.
Prior to the initial declaration of a quarterly cash dividend on January 22, 2013, the fair value of restricted stock units (“RSUs”)
was measured based on the grant date share price, as the Company did not historically pay cash dividends on our common stock. For
awards granted on or subsequent to January 22, 2013, the fair value of RSUs was measured based on the grant date share price, less the
present value of expected dividends during the vesting period, discounted at a risk-free interest rate.
F-14
Dividends
Our Board of Directors declared payment of our first quarterly dividend on our common stock in January 2013 and the first
dividend payment was made on March 4, 2013. Our Board of Directors has subsequently declared and paid dividends in each
successive quarter. On November 2, 2015 and October 24, 2016, our Board of Directors, instead of declaring a quarterly dividend,
declared an annual dividend payable in four quarterly installments. The payment of future cash dividends are subject to the Board’s
continuing determination that the payment of dividends are in the best interests of the Company’s shareholders and are in compliance
with all laws and agreements of the Company applicable to the declaration and payment of cash dividends.
Recent Accounting Pronouncements
In May 2014, the FASB issued a new standard related to revenue recognition. Under the new standard, recognition of revenue
occurs when a customer obtains control of promised goods or services in an amount that reflects the consideration to which the entity
expects to be entitled in exchange for those goods or services. In addition, the new standard requires disclosure of the nature, amount,
timing, and uncertainty of revenue and cash flows arising from contracts with customers. In August 2015, the FASB issued an
amendment to defer the effective date. The new standard is effective for fiscal years beginning after December 15, 2017 and early
adoption is permitted for annual reporting periods beginning after December 15, 2016. In March and April 2016, the FASB issued two
accounting updates to clarify the implementation guidance on principal versus agent considerations, performance obligations and the
licensing. In addition, the FASB issued another accounting update in May 2016 to address narrow-scope improvements to the guidance
on collectability, noncash consideration, and completed contracts at transition and provides a practical expedient for contract
modifications at transition. The new guidance is required to be applied retrospectively to each prior reporting period presented or
retrospectively with the cumulative effect of initially applying it recognized at the date of initial application. The Company is currently
evaluating this guidance, but does not expect the adoption to have a material effect on the Company’s consolidated financial statements.
In August 2014, the FASB issued new standard related to the presentation of financial statements when there may be conditions or
events that raise substantial doubt about the entity’s ability to continue as a going concern. This standard sets forth management’s
responsibility to evaluate, each reporting period, whether there is substantial doubt about our ability to continue as a going concern, and
if so, to provide related footnote disclosures. The standard is effective for fiscal years beginning after December 15, 2016 and early
adoption is permitted. The adoption of this guidance is not expected to have a material impact on the Company’s results of operations,
financial position or cash flow.
In February 2015, the FASB issued an accounting update to amend the consolidation analysis. All legal entities are subject to
reevaluation under the revised consolidation model. The amendment is effective for fiscal years beginning after December 15, 2015 and
early adoption is permitted. The adoption of this amendment did not have a material impact on the Company’s results of operations,
financial position or cash flow.
In April 2015, the FASB issued an accounting update regarding the measurement date of a defined benefit obligation and plan
assets. The amendment permits the entity with a fiscal year-end that does not coincide with a month-end to measure defined benefit plan
assets and obligations using the month-end that is closest to the entity’s fiscal year-end. If a contribution or significant event (such as a
plan amendment, settlement, or curtailment that calls for a remeasurement in accordance with existing requirements) occurs between
the month-end date used to measure defined benefit plan assets and obligations and an entity’s fiscal year-end, the entity should adjust
the measurement of defined benefit plan assets and obligations to reflect the effects of those contributions or significant events. This
amendment is effective for fiscal years beginning after December 15, 2016 and early application is permitted. The adoption of this
amendment is not expected to have a material impact on the Company’s results of operations, financial position or cash flow.
F-15
In May 2015, the FASB issued an accounting update regarding disclosures for investments that calculate net asset value per share.
The amendment removes the requirement to categorize within the fair value hierarchy all investments for which fair value is measured
using the net asset value per share practical expedient. Instead, an entity is required to include those investments as a reconciling line
item so that the total fair value amount of investments in the disclosure is consistent with the amount on the balance sheet. Further, the
amendment removes the requirement to make certain disclosures for all investments that are eligible to be measured at fair value using
the net asset value per share practical expedient. Rather, those disclosures are limited to investments for which the entity has elected to
measure the fair value using the practical expedient. The amendment is effective for fiscal years beginning after December 15, 2015.
The amendment must be applied retrospectively and early adoption is permitted. The adoption of this amendment did not have a
material impact on the Company’s financial statement disclosure.
In July 2015, the FASB issued an accounting update to simplify the measurement of inventory. The amendment requires the
measurement of inventory at the lower of cost and net realizable value. Net realizable value is the estimated selling prices in the
ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation. The amendment applies to
inventories for which cost is determined by methods other than the last-in first-out and the retail inventory methods. This amendment is
effective prospectively for annual periods beginning after December 15, 2016 and early application is permitted. The adoption of this
amendment is not expected to have a material impact on the Company’s results of operations, financial position or cash flow.
In September 2015, the FASB issued an accounting update regarding simplifying the accounting for measurement period
adjustments attributable to an acquisition. The amendment requires an acquirer must recognize adjustments to provisional amounts that
are identified during the measurement period in the reporting period in which the adjustment amounts are determined. The adjustments
should reflect the impact on earnings of changes in depreciation, amortization, or other income effects, if any, as if the accounting had
been completed as of the acquisition date. Additionally, amounts recorded in the current period that would have been reflected in prior
reporting periods if the adjustments had been recognized as of the acquisition date must be disclosed either on the face of the income
statement or in the notes to financial statements. This amendment is effective prospectively for annual periods beginning after
December 15, 2015 and early application is permitted. The adoption of this guidance did not have a material effect on the Company’s
financial condition, results of operations, cash flow and financial statement disclosures.
In November 2015, the FASB issued an accounting update to simplify the presentation of deferred income taxes. The amendment
requires that deferred tax liabilities and assets be classified as noncurrent in a classified statement of financial position. The current
requirement that deferred tax liabilities and assets of a tax-paying component of an entity be offset and presented as a single amount is
not affected by the amendments in this guidance. This amendment is effective prospectively or retrospectively for annual periods
beginning after December 15, 2016 and early application is permitted. The Company elected to have an early adoption of the
amendment as of December 31, 2015 and the adoption of this amendment did not have a material impact on the Company’s financial
position.
In February 2016, the FASB issued a new standard regarding leases. The new standard requires an entity to recognize assets and
liabilities arising from a lease for both financing and operating leases other than that the entity elects the short-term lease recognition
and measurement exemption. Qualitative and quantitative disclosures will be enhanced to better understand the amount, timing and
uncertainty of cash flows arising from leases. This standard is effective for fiscal years beginning after December 15, 2018, and early
adoption is permitted. The Company is in the process of evaluating this guidance to determine the impact it will have on the
consolidated financial statements.
In March 2016, the FASB issued an accounting update to simplify several aspects of the accounting for share-based payment
award transactions, including the income tax consequences, classification of awards as
F-16
either equity or liabilities, and classification on the statement of cash flows. The amendment is effective for fiscal years beginning after
December 15, 2016, and earlier adoption is permitted. The adoption of this amendment is not expected to have a material impact on the
Company’s financial position, results of operations, cash flow and financial statement disclosures.
In June 2016, the FASB issued an accounting update to amend the guidance on the impairment of financial instruments that are
not measured at fair value through profit and loss. The amendment introduces a current expected credit loss (CECL) model based on
expected losses rather than incurred losses to estimate credit losses on financial instruments measured at amortized cost and requires a
broader range of reasonable and supportable information to estimate expected credit loss. In addition, under the amendment, an entity
recognizes an allowance for expected credit losses on financial instruments measured at amortized cost and available-for-sale debt
securities rather than the current methodology of delaying recognition of credit losses until it is probable a loss has been incurred. The
amendment is effective for fiscal years beginning after December 15, 2019, and earlier adoption is permitted as of the fiscal years
beginning after December 15, 2018. The adoption of the amendments is not expected to have a material impact on the Company’s
statement of cash flows.
In August 2016, the FASB issued an accounting update to clarify the following eight cash flow classification issues: (1) debt
prepayment or debt extinguishment costs, (2) settlement of zero-coupon debt instruments or other debt instruments with coupon interest
rates that are insignificant in relation to the effective interest rate of the borrowing, (3) contingent consideration payments made after
the acquisition date of a business combination, (4) proceeds received from the settlement of insurance claims, (5) proceeds received
from the settlement of corporate-owned life insurance policies, including bank-owned life insurance policies, (6) distributions received
from equity method investees, (7) beneficial interests in securitization transactions, and (8) separately identifiable cash flows and
application of the predominance principle. The amendment is an improvement to reduce the current and potential future diversity in
practice. The amendment is effective for fiscal years beginning after December 15, 2017, and earlier adoption is permitted. In addition,
the amendment should be applied using a retrospective transition method to each period presented. The Company is currently
evaluating the impact that the adoption will have on its statement of cash flows.
In October 2016, the FASB issued an accounting update to simplify the accounting for the income tax consequences of intra-entity
transfers of assets other than inventory. The amendment removes the prohibition against the recognition of current and deferred income
tax effects of intra-entity transfers of assets other than inventory until the asset has been sold to an outside party. The amendment is
effective for fiscal years beginning after December 15, 2017, and earlier adoption is permitted. The adoption of this amendment is not
expected to have a material impact on the Company’s financial position, results of operations, cash flow and financial statement
disclosures.
In October 2016, the FASB issued an accounting update to amend the consolidation guidance on how a reporting entity that is the
single decision maker of a variable interest entity (“VIE”) should treat indirect interests in the entity held through related parties that are
under common control with the reporting entity when determining whether it is the primary beneficiary of that VIE. Under this
amendment, the single decision maker is required to consider that indirect economic interests in the VIE held through related parties
that are under common control on a proportionate basis. However, this amendment does not change the existing characteristics of a
primary beneficiary. The amendment is effective for fiscal years beginning after December 15, 2016, and earlier adoption is permitted.
The adoption of this amendment is not expected to have a material impact on the Company’s financial position, results of operations,
cash flow and financial statement disclosures.
In November 2016, the FASB issued an accounting update related to the classification and presentation of changes in restricted
cash on the statement of cash flows. The amendment requires restricted cash or restricted cash equivalents should be included with cash
and cash equivalent when reconciling the beginning-of-period and end-of-period total amounts shown on the statement of cash flows.
The amendment is effective for fiscal years beginning after December 15, 2017, and early adoption is permitted. The Company has
elected to adopt the
F-17
amendment as of December 31, 2016, and the retrospective transition approach is applied to prior reporting periods presented. The
adoption of this amendment did not have a material impact on the Company’s financial position.
The following table reflects the adjustments made to the consolidated statements of cash flows to confirm prior period
classifications under the new guidance for the periods presented:
Year Ended December 31, 2013:
Net cash provided by operating activities
Net cash used in investing activities
Net cash used in financing activities
Net increase (decrease) in cash, cash equivalents, and restricted
cash*
Effect of exchange rate changes
Cash, cash equivalents, and restricted cash* at beginning of year
Cash, cash equivalents, and restricted cash* at end of year
Year Ended December 31, 2014:
Net cash provided by operating activities
Net cash used in investing activities
Net cash used in financing activities
Net increase (decrease) in cash, cash equivalents, and restricted
cash*
Effect of exchange rate changes
Cash, cash equivalents, and restricted cash* at beginning of year
Cash, cash equivalents, and restricted cash* at end of year
Year Ended December 31, 2015:
Net cash provided by operating activities
Net cash used in investing activities
Net cash used in financing activities
Net increase (decrease) in cash, cash equivalents, and restricted
cash*
Effect of exchange rate changes
Cash, cash equivalents, and restricted cash* at beginning of year
Cash, cash equivalents, and restricted cash* at end of year
* The restricted cash is only included in the amount of “as adjusted” item.
F-18
As
Reported
US$
49,128
(12,815)
(29,493)
6,820
166
154,734
161,720
68,725
(15,413)
(19,710)
33,602
(1,111)
161,720
194,211
65,946
(58,414)
(20,271)
(12,739)
(953)
194,211
180,519
Adjustment
US$
—
89
—
89
—
17,775
17,864
—
3,817
—
3,817
—
17,864
21,681
—
(44)
—
(44)
—
21,681
21,637
As
Adjusted
US$
49,128
(12,726)
(29,493)
6,909
166
172,509
179,584
68,725
(11,596)
(19,710)
37,419
(1,111)
179,584
215,892
65,946
(58,458)
(20,271)
(12,783)
(953)
215,892
202,156
To early adopt the accounting update, the Company has amended the presentation of changes in cash and cash equivalents by
explaining the changes in the total of cash, cash equivalents, and restricted cash. The following table provides a reconciliation of cash,
cash equivalents, and restricted cash reported within the consolidated balance sheets that sum to the total of the same such amounts
shown in the statement of cash flows.
Cash and cash equivalents
Restricted cash included in restricted assets-current
Restricted cash included in other assets
Total cash, cash equivalents, and restricted cash shown in the statements of cash flows
2013
US$
161,720
15,299
2,565
179,584
As of December 31
2015
2014
US$
US$
180,519
194,211
19,328
19,322
2,309
2,359
202,156
215,892
2016
US$
274,483
44,393
2,301
321,177
Amounts included in restricted cash represent (a) cash and time deposits set aside as collateral for obtaining capacity; (b) cash
received from government grants with restriction on its usage; and (c) cash and time deposits that are pledged for short-term loans.
In January 2017, the FASB issued an accounting update to clarify the definition of a business to assist entities with evaluating
whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. The amendment provides a screen to
determine when an integrated set of assets and activities (collectively referred to as a “set”) is not a business. The screen requires that
when substantially all of the fair value of the gross assets acquired (or disposed of) is concentrated in a single identifiable asset or a
group of similar identifiable assets, the set is not a business. If the screen is not met, the amendment requires that to be considered a
business, a set must include an input and a substantive process that together significantly contribute to the ability to create output. The
amendment is effective for fiscal years beginning after December 15, 2017. The Company is currently evaluating the impact that the
adoption will have on its results of operations, financial position, cash flow and disclosures.
In January 2017, the FASB issued an accounting update to simplify the accounting treatment for the impairment of goodwill. The
amendment eliminates Step 2 from the goodwill impairment test, which measures a goodwill impairment loss by calculating the implied
fair value of goodwill by assigning the fair value of a reporting unit to all of its assets and liabilities as if that reporting unit had been
acquired in a business combination. Instead, under this amendment, the entity should recognize an impairment charge for the amount by
which the carrying amount exceeds the reporting unit’s fair value and the impairment loss recognized should not exceed the total
amount of goodwill allocated to that reporting unit. The amendment is effective for fiscal years beginning after December 15, 2019, and
early adoption is permitted. The Company is currently evaluating the impact that the adoption will have on its results of operations,
financial position, cash flow and disclosures.
3. BUSINESS ACQUISITION
On July 1, 2015, the Company completed its acquisition of Shannon Systems, China’s leading enterprise-class PCIe SSD
company based in Shanghai, China. In exchange for 100% of outstanding shares of common stock of Shannon Systems, the Company
issued 1,560 thousand ordinary shares with fair value of US$7,640 thousand and paid approximately US$37,925 thousand in cash. The
value of the 1,560 thousand ordinary shares issued was determined based on the market value of the Company’s common shares at the
date of the acquisition, discounted for the fact that the shares are restricted as to their marketability for a period of five years from the
issuance date. In 2015, the Company incurred US$359 thousand of acquisition costs which comprised primarily of transaction fees and
direct acquisition costs, including legal, accounting, and other professional fees. These costs are included in the line item of “operating
expenses—general and administrative” on the consolidated statements of income. The acquisition will expand the Company’s portfolio
of embedded storage products.
F-19
The following table summarizes the estimated fair values of the assets acquired and liabilities assumed at the date of acquisition:
Cash and cash equivalents
Accounts receivable, net
Inventories
Other current assets
Property and equipment
Goodwill
Identifiable intangible assets
Accounts payable
Accrued expenses and other current liabilities
Net assets acquired
US$
1,903
946
2,624
289
71
33,204
8,381
(644)
(1,209)
45,565
As of December 31, 2016, of the cash consideration of approximately US$37,925 thousand, US$ 5,735 thousand has not been paid
to the former shareholders of Shannon Systems and are included in other long-term liabilities on the consolidated balance sheets as of
December 31, 2015 and 2016.
The excess of the purchase price over the fair value of the net tangible assets acquired has been reflected as identifiable intangible
assets. The identifiable intangible assets and respective useful lives are as follows:
Developed technology
In-process research and development (“IPR&D”)
Total identifiable intangible assets
US$
3,789
4,592
8,381
Useful Life
3.5
indefinite
Developed technology represented the existing know-how in enterprise-class PCIe SSD including all the developed and in-process
products for the Shannon Systems business.
The estimated fair value of IPR&D was defined as research and development projects related to enterprise-class PCIe SSDs in-
process at the time of the transaction that had not demonstrated their technological feasibility and that do not have an alternative future
use.
Goodwill represents the excess of the purchase price over the estimated fair values of the net tangible and intangible assets. The
factors that contributed to the recognition of goodwill primarily relate to expansion into new product areas and potential synergies
created from combined capabilities, and goodwill is not expected to be deductible for tax purposes.
The results of Shannon Systems since the acquisition date included on the consolidated statement of income for the year ended
December 31, 2015 were as follows:
Net sales
Net income
F-20
US$
9,049
421
The operating results of Shannon Systems have been included in the Company’s operations beginning July 1, 2015. The following
unaudited pro forma information represents a summary of the results of operations as if the acquisition occurred on January 1, 2014 and
2015 and includes certain pro forma adjustments, including amortization of identifiable intangibles from that date (in thousands except
earnings per share):
Net sales
Net income
Earnings per share
Basic
Diluted
Weighted average ordinary shares outstanding (thousand)
Basic
Diluted
Year Ended December 31
2014
293,562
42,483
0.31
0.31
2015
364,670
58,468
0.42
0.42
136,164
138,347
138,880
140,414
The pro forma results are based on various assumptions and are not necessarily indicative of what would have occurred had the
acquisition closed on January 1, 2014 and 2015.
4. CASH, CASH EQUIVALENTS, AND RESTRICTED CASH
Cash and deposits in bank
Time deposits
Bonds acquired under repurchase agreements
Total cash and cash equivalents
Restricted cash (Note 2)
5. SHORT-TERM INVESTMENTS
Trading securities
Held-to-maturity investments
December 31
2015
US$
28,780
151,739
—
180,519
21,637
202,156
2016
US$
58,391
199,064
17,028
274,483
46,694
321,177
December 31
2015
US$
681
4,000
4,681
2016
US$
3,302
—
3,302
The Company classified certain short-term investments as trading securities and held-to-maturity investments. Realized gains on
sales of these trading securities were US$4 thousand, US$3 thousand and US$2 thousand for the years ended December 31, 2014, 2015
and 2016, respectively. The amount of unrealized losses related to trading securities at year end was nil for the years ended
December 31, 2014, 2015 and 2016, respectively.
F-21
6. NOTES AND ACCOUNTS RECEIVABLE
Notes receivable
Trade accounts receivable
Allowance for doubtful accounts
Allowance for sales returns and discounts
The changes in the allowances are summarized as follows:
December 31
2015
US$
16
61,293
61,309
(775)
(1,555)
58,979
2016
US$
—
75,946
75,946
(723)
(1,624)
73,599
Year Ended December 31
2015
US$
2014
US$
2016
US$
Allowances for doubtful accounts
Balance, beginning of year
Reversals charged to expense, net
Write-offs
Balance, end of year
1,275
(108)
—
1,167
1,167
(392)
—
775
775
(12)
(40)
723
Year Ended December 31
2015
US$
2014
US$
2016
US$
Allowances for sales returns and discounts
Balance, beginning of year
Additions charged to expense, net
Actual sales return and discount
Balance, end of year
7. INVENTORIES
The components of inventories are as follows:
Finished goods
Work in process
Raw materials
1,059
1,600
(1,232)
1,427
1,427
1,753
(1,625)
1,555
1,555
3,285
(3,216)
1,624
December 31
2015
US$
13,860
21,201
12,049
47,110
2016
US$
24,782
31,185
15,920
71,887
The Company wrote down US$4,561 thousand, US$2,525 thousand and US$2,995 thousand in 2014, 2015 and 2016, respectively,
for estimated obsolete or unmarketable inventory.
F-22
8. LONG-TERM INVESTMENTS
As of December 31, 2015 and 2016, the Company held equity investments in several privately-held companies with the carrying
value as follows:
Cost method:
Cashido Corp. (Cashido)
Vastview Technology, Corp. (Vastview)
Percentage
of
Ownership
2015
2016
2.1%
2.9%
2.1%
2.9%
December 31
2015
US$
104
29
133
2016
US$
91
29
120
In July 2001, the Company invested in the common stock of Cashido. At the time of our investment, Cashido manufactured flash
memory storage devices. Cashido currently focuses on the manufacture of computer accessories and ozone based sterilization devices.
In 2016, the Company recognized impairment charges of US$13 thousand in its investment in Cashido.
In December 2006 and February 2007, the Company invested US$3,360 thousand in the common stock of Vastview. Vastview is
a fabless semiconductor company that develops and markets driver ICs and other ICs for the TFT-LCD industry. In 2009 and 2013, the
Company received US$808 thousand and US$46 thousand from Vastview which reduced its share capital. From 2008 to 2010, the
Company recognized impairment charges of US$2,462 thousand in its investment in Vastview. Since 2011, Vastview has not incurred
any impairment charges.
The Company accounts for these investments using the cost method. These investments are evaluated for impairment on an annual
basis or as circumstances warrant. The Company believed there were no other than temporary impairment charges for the years ended
December 31, 2014, and 2015, respectively.
9. NONCURRENT ASSETS HELD FOR SALE
Assets held for sale
December 31
2016
US$
3,363
3,363
2015
US$
—
—
In January 2016, the Company vacated an office building located in Shanghai, China, and actively marketed the building during
fiscal 2016. In April 2016, management approved an action to sell the excess property, and committed to a plan to locate a buyer. The
property met all of the held for sale criteria in accordance with ASC 360 — Property, Plant and Equipment and therefore was classified
as noncurrent assets held for sale. The Company has obtained a firm purchase commitment from a non-affiliated third party and will
recognize the gain on the sale when transfer of ownership is completed.
F-23
10. PROPERTY AND EQUIPMENT
Cost:
Land
Buildings
Machinery and equipment
Furniture and fixtures
Leasehold and buildings improvement
Software
Total
Accumulated depreciation:
Buildings
Machinery and equipment
Furniture and fixtures
Leasehold and buildings improvement
Software
Prepayment and construction in progress
December 31
2015
US$
8,813
21,254
15,995
6,446
4,656
17,505
74,669
2,648
11,983
3,980
3,358
14,421
36,390
12,190
50,469
2016
US$
9,309
29,232
18,122
6,760
4,911
22,745
91,079
2,708
14,032
4,207
3,591
19,130
43,668
481
47,892
In April 2006, the Company leased properties located in Taipei, Taiwan, to a third party under a three-year operating lease. Net
carrying value of the properties as of December 31, 2016 was US$728 thousand. The lessee renewed the three year operating lease with
the Company in March 2015 and 2018. Annual rental income from the lease is about US$41 thousand each year.
11. GOODWILL AND ACQUIRED INTANGIBLE ASSETS
Intangible assets: The intangible assets acquired from the Company’s acquisition of FCI and Centronix in 2007 and Shannon
Systems in 2015 are as follows:
2015
US$
December 31
2016
US$
Developed technology
Cost
8,381
Accumulated
Impairment
—
Accumulated
Amortization
(1,051)
Net
Carrying
Amount
7,330
Cost
8,381
Accumulated
Impairment
—
Accumulated
Amortization
(3,154)
Net
Carrying
Amount
5,227
No impairment losses were recognized in 2014, 2015 and 2016. Amortization expense of acquisition-related intangible assets for
the years ended December 31, 2014, 2015 and 2016 was nil, US$1,051 thousand and US$2,103 thousand, respectively.
Goodwill: Goodwill is not amortized, but instead is reviewed and tested for impairment at least annually and whenever events or
circumstances occur which indicate that goodwill might be impaired. Impairment of goodwill is tested at the Company’s reporting unit
level by comparing the carrying amount, including goodwill, to the fair value. In performing the analysis, the Company uses the best
information available, including reasonable and supportable assumptions and projections. If the carrying amount of the reporting unit
exceeds its implied fair value, goodwill is considered impaired and a second step is performed to measure the amount of
F-24
impairment loss, if any. The Company performed its annual impairment test on November 30. The goodwill that resulted from the
Company’s acquisition of FCI and Centronix in 2007 and purchased of BTL’s assets in 2011 was US$66,300 thousand. The Company’s
fiscal 2014, 2015 and 2016 impairment tests concluded there was no impairment. The goodwill that resulted from the Company’s
acquisition of Shannon Systems in 2015 was US$33,204 thousand. Total goodwill was US$68,660 thousand and US$68,656 thousand
as of December 31, 2015 and 2016, respectively.
Goodwill
12. SHORT-TERM BANK LOANS
Secured loans
December 31
2015
US$
2016
US$
Accumulated
Impairment
Foreign
Currency
Adjustment
(30,808)
(36)
Net
Carrying
Amount
68,660
Cost
99,504
Accumulated
Impairment
Foreign
Currency
Adjustment
(30,808)
(40)
Net
Carrying
Amount
68,656
Cost
99,504
December 31
2016
US$
25,000
25,000
2015
US$
—
—
The interest expenses for the years ended December 31, 2014, 2015 and 2016 were nil, nil and US$105 thousand, respectively.
In 2016, the Company entered into the financing agreements with two banks and obtained US dollars credit totaling US$95
million with the interest rate ranging from 0.953% to 1.51% per annum on monthly outstanding loans and secured by a pledge of US$
deposits. Pledged deposits of US$25,000 thousand were recorded as current restricted cash as of December 31, 2016. The US$25
million of loans in expected to be repaid in 2017.
13. ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES
Wages and bonus
Dividends
Research and development payable
License fees and royalties
Professional fees
Equipment
Others
December 31
2015
US$
20,365
15,839
2,953
4,173
2,126
1,285
5,340
52,081
2016
US$
29,028
21,382
5,456
4,021
2,038
492
6,319
68,736
14. PENSION PLAN
SMI Taiwan, the Company’s largest operating company is a Taiwan registered company and subject to Taiwan’s Labor Pension
Act (the “Act”), which became effective on July 1, 2005, and the pension mechanism under the Act is deemed a defined contribution
plan. The employees who were subject to the Labor Standards
F-25
Law prior to July 1, 2005 were allowed to choose to be subject to the pension mechanism under the Act or continue to be subject to the
pension mechanism under the Labor Standards Law. For those employees who were subject to the Labor Standards Law prior to July 1,
2005 and still work for the same company after July 1, 2005 and have chosen to be subject to the pension mechanism under the Act,
their seniority as of July 1, 2005 were maintained. The Act prescribes that the rate of contribution by an employer to employees’
pension accounts per month will not be less than 6% of each employee’s monthly salary. According to the Act, SMI Taiwan made
monthly contributions and recognized pension costs of US$872 thousand, US$1,015 thousand and US$1,272 thousand for the years
ended December 31, 2014, 2015 and 2016, respectively.
The Company provides a defined benefit plan to the employees of SMI Taiwan under the Labor Standards Law that offers benefits
based on an employee’s length of service and average monthly salary for the six-month period prior to retirement. The Company
contributes an amount equal to 2% of salaries paid each month to a pension funds (the “Funds”), which is administered by the Labor
Pension Fund Supervisory Committee established by the government (the “Committee”) and deposited in the Committee’s name in the
Bank of Taiwan. Before the end of each year, the Company assesses the balance in the Funds. If the amount of the balance in the Funds
is inadequate to pay retirement benefit for employees who conform to retirements in the next year, the Company is required to fund the
difference in one appropriation that should be made before the end of March of the next year. The government is responsible for the
administration of all the defined benefit plans for the companies in Taiwan under the Labor Standards Law. The government also sets
investment policies and strategies, determines investment allocation and selects investment managers. As of December 31, 2015 and
2016, the asset allocation was primarily in cash, equity securities and debt securities. Furthermore, under the Labor Standards Law, the
rate of return on assets shall not be less than the average interest rate on a two-year time deposit published by the local banks. The
government is responsible for any shortfall in the event that the rate of return is less than the required rate of return. However,
information on how investment allocation decisions are made, inputs and valuation techniques used to measure the fair value of plan
assets, the effect of fair value measurements using significant unobservable inputs on changes in plan assets for the period and
significant concentrations of risk within plan assets is not fully made available to the Company by the government. Therefore, the
Company is unable to provide the required fair value disclosures related to pension plan assets. Future contributions will be based on
2% of the employee salaries at that time. The Company estimates its contribution for the year ending December 31, 2017 to be US$61
thousand which was determined based on 2% of estimated salaries in 2017.
Starting in 2010, the Company provides a defined benefit pension plan to the Korean employees of FCI, the Company’s second
largest operating subsidiary with at least one year of service. FCI’s overall investment strategy is to avoid a negative return on plan
assets. FCI estimates its contribution for the year ending December 31, 2017 to be US$257 thousand.
For employees under defined contribution pension plans, pension costs are recorded based on the actual contributions made to
employees’ individual pension accounts. For employees under defined benefit pension plans, pension costs are recorded based on
actuarial calculations. Determining the cost associated with such benefits is dependent on various actuarial assumptions, including
discount rate, expected return on plan assets, compensation increase, employee mortality and turnover rates. The Company reviewed its
actuarial assumptions at the measurement date on December 31 every year. The effect of modifications to assumptions is recorded in
accumulated other comprehensive loss and amortized to net periodic cost over future periods using the corridor method. The Company
believes that assumptions utilized in recording its obligations under its plans are reasonable based on its experience and market
conditions. Independent actuaries perform the required calculations to determine expense in accordance with U.S. GAAP. Actual results
may differ from the actuarial assumptions and are generally accumulated and amortized into earnings over future periods. The net
periodic costs are recognized as employees render services necessary to earn the benefits.
F-26
The changes in benefits obligation and plan assets and the reconciliation of funded status are as follows:
Change in benefit obligation
Projected benefit obligation at beginning of year
Service cost
Interest cost
Actuarial loss(gain)
Benefits paid
Projected benefit obligation at end of year
Change in plan assets
Fair value of plan assets at beginning of year
Actual return on plan assets
Employer contributions
Benefits paid
Fair value of plan assets at end of year
Funded status recognized as an other asset (liabilities)
Amounts recognized in accumulated other comprehensive income consist of the following:
December 31
2015
US$
2014
US$
2016
US$
2,098
437
58
814
(87)
3,320
2,319
31
282
(76)
2,556
(764)
3,320
273
57
79
(97)
3,632
2,556
33
328
(117)
2,800
(832)
3,632
487
104
151
(132)
4,242
2,800
33
1,203
(134)
3,902
(340)
Net loss
Transition obligation
Total recognized in accumulated other comprehensive income
Year Ended December 31
2015
US$
852
1
853
2014
US$
848
1
849
2016
US$
963
—
963
The accumulated benefit obligation for all defined benefit pension plans was US$1,762 thousand, US$2,098 thousand and
US$2,648 thousand at December 31, 2014, 2015 and 2016, respectively.
The components of net periodic benefit cost are as follows:
Service cost
Interest cost
Projected return on plan assets
Amortization of unrecognized net transition obligation and unrecognized net
actuarial gain
Net periodic benefit cost
F-27
Year Ended December 31
2015
US$
273
57
(47)
2014
US$
437
58
(51)
2016
US$
487
104
(28)
(19)
425
27
310
11
574
Other changes in plan assets and benefit obligation recognized in other comprehensive loss:
Recognize the decrease in net gain
Amortization of net gain (loss)
Total recognized in other comprehensive loss
2014
US$
388
—
388
2015
US$
4
—
4
2016
US$
111
(1)
110
The estimated net gain for the defined benefit pension plans that will be amortized from accumulated other comprehensive income
into net periodic benefit cost over the next fiscal year is US$25 thousand.
Expected benefit payments:
2017
2018
2019
2020
2021
2022 and thereafter
US$
146
170
183
341
157
1,326
The actuarial assumptions to determine the benefit obligations were as follows:
Weighted-average assumptions used to determine benefit obligations:
Discount rate
Rate of compensation increase
2.00%
4.25%
4.10%
5.00%
1.75%
4.25%
3.90%
4.00%
1.50%
4.25%
3.80%
3.50%
Weighted-average assumptions used to determine net projected benefit
2014
2015
2016
Taiwan
Korea
Taiwan
Korea
Taiwan
Korea
cost:
Discount rate
Expected long-term return on plan assets
Rate of compensation increase
2.00%
2.00%
4.25%
4.10%
2.00%
5.00%
1.75%
2.00%
4.25%
3.90%
1.20%
4.00%
1.50%
2.00%
4.25%
3.80%
1.10%
3.50%
In 2015 and 2016, FCI’s pension plan assets were invested in principal guaranteed interest insurance contracts and fixed bank
deposits, which are principal and interest guaranteed products and are classified as Level 2. These Level 2 securities were valued by
discounting future cash flows using benchmark yield rates.
The fair values of FCI’s pension plan assets at December 31, 2015 and 2016 are as follows:
Guaranteed interest contract
Kyobo Life Insurance Co. Ltd.
Fixed deposit
Industrial Bank of Korea
F-28
December 31
2015
US$
2016
US$
823
1,284
980
1,803
1,537
2,821
15. INCOME TAXES
The components of income tax expense are as follows:
Current
Deferred
Income tax expense
The income (loss) before income taxes for domestic and foreign entities is as follows:
Year Ended December 31
2015
US$
17,338
911
18,249
2014
US$
15,630
471
16,101
2016
US$
31,063
(3,373)
27,690
Domestic
Foreign
Year Ended December 31
2015
US$
(12,037)
90,537
78,500
2014
US$
(12,761)
73,329
60,568
2016
US$
(20,663)
159,293
138,630
Since the Company is based in the Cayman Islands, a British overseas territory with no corporate income tax, domestic tax on
pretax income is calculated at the Cayman Islands statutory rate of zero for each year.
The Company and its subsidiaries file separate income tax returns. A reconciliation of income tax expense on pretax income at
statutory rate and income tax expense is shown below:
Year Ended December 31
2015
US$
2014
US$
2016
US$
Tax expense at statutory rate of Cayman
Differences between Cayman and foreign statutory tax rates
Tax-exempt income
Permanent differences
Temporary differences
Alternative minimum tax
Income tax (10%) on undistributed earnings
Net changes in income tax credit
Net changes in valuation allowance of deferred income tax assets
Net operating loss carryforwards
Liabilities related to unrealized tax benefits
Adjustment of prior years’ taxes and others
Income tax expense
F-29
—
15,727
(2,573)
(396)
(344)
1,170
2,491
(899)
733
(1,298)
91
1,399
16,101
—
18,765
(906)
(1,065)
(330)
4
2,460
(897)
1,621
(2,052)
672
(23)
18,249
—
34,415
(4,648)
(7,792)
(1,533)
594
5,677
(495)
1,724
(1,689)
2,385
(948)
27,690
Deferred income tax assets (liabilities) are as follows:
Notes and accounts receivable
Stock-based compensation
Allowance for sales return
Inventory reserve
Foreign currency translation
Property and equipment
Investment tax credits
Net operating loss carryforwards
Others
Valuation allowance
December 31
2015
US$
82
544
173
1,478
(1,949)
360
8,295
10,651
20
(19,044)
610
2016
US$
44
1,146
205
1,646
2
383
8,647
12,335
411
(20,836)
3,983
The valuation allowance shown in the table above relates to net operating loss carryforwards, tax credits and temporary
differences for which the Company believes that realization is uncertain. The change in the valuation allowance was an increase of
US$515 thousand, an increase of US$2,253 thousand, and an increase of US$1,792 thousand for the years ended December 31, 2014,
2015, and 2016, respectively. The increase in valuation allowance in 2014, 2015 and 2016 are primarily due to the uncertainty in
generating sufficient taxable income in the future and utilization of operating loss carryforwards and research and development credits
before they expire. In addition, profits generated from certain products of SMI Taiwan are exempted from income tax for five years
beginning January 1, 2012. The tax savings associated with these tax holidays were approximately US$2,573 thousand, US$906
thousand and US$4,648 thousand for the years ended December 31, 2014, 2015 and 2016, respectively. Such tax exemption would
impact the Company’s diluted earnings per share by US$0.02, less than US$0.01 and US$0.03 for the years ended December 31, 2014,
2015 and 2016, respectively. The amount of tax exempt income was determined based on the profits generated from certain tax exempt
products when SMI Taiwan met certain criteria set by the Taiwan tax authorities every year.
As of December 31, 2016, FCI had unused research and development tax credits of approximately US$4,418 thousand which will
expire in the period from 2017 to 2021.
As of December 31, 2016, the Company’s United States federal net operating loss carryforwards for federal income tax purposes
were approximately US$12,334 thousand. If not utilized, the federal net operating loss carryforwards will expire in 2036.
As of December 31, 2016, the Company’s United States federal and state research and development tax credit carryforwards for
federal and state income tax purposes were approximately US$2,486 thousand and US$1,742 thousand, respectively. If not utilized, the
federal tax credit carryforwards will expire starting in 2036 while the state tax credit carryforward has no expiration date.
Current United States federal and California state laws include substantial restrictions on the utilization of net operating losses and
credits in the event of an “ownership change” of a corporation. Accordingly, the Company’s ability to utilize net operating loss and tax
credit carryforwards may be limited as a result of such “ownership change”. Such a limitation could result in the expiration of
carryforwards before they are utilized.
As of December 31, 2016, the Company had accumulated undistributed earnings from a foreign subsidiary of US$297 million. No
deferred tax liability was recorded in respect of those amounts as these earnings are considered indefinitely reinvested. It is not
practicable to estimate the amount of unrecognized deferred tax liabilities for these undistributed foreign earnings.
F-30
Unrecognized Tax Benefit
A reconciliation of the beginning and ending balances of the total amounts of unrecognized tax benefits is as follows:
Balance, beginning of year
Increases in tax positions taken in current year
Decrease in tax position taken in prior year primarily related to the resolution
Year Ended December 31
2015
US$
4,655
2,337
2014
US$
5,815
446
2016
US$
5,639
4,675
of tax audit
Balance, end of year
(1,606)
4,655
(1,353)
5,639
(28)
10,286
At December 31, 2016, the Company had US$10,286 thousand of unrecognized tax benefits that if recognized would affect the
effective tax rate. For the years ended December 31, 2014, 2015 and 2016, the total amount of interest expense and penalties related to
uncertain tax positions recorded in the provision for income tax expense was approximately US$343 thousand, US$363 thousand and
US$575 thousand, respectively. The total amount of accrued interest and penalties recognized as of December 31, 2015 and 2016 was
US$1,977 thousand and US$2,587 thousand, respectively. The Company does not expect uncertain tax positions to change in the next
twelve months, except in the case of settlements with tax authorities, the likelihood and timing of which are difficult to estimate.
The Company files income tax returns in United States and foreign jurisdictions. The following table summarizes the Company’s
major jurisdictions and tax year that remain subject to examination by tax authorities as of December 31, 2016:
Tax Jurisdiction
China
Hong Kong
Taiwan
Korea
United States
16. SHAREHOLDERS’ EQUITY
Appropriations from Earnings
Tax Years
2013 and onward
2013 and onward
2011 and onward
2011 and onward
2007 onward
In accordance with the amendments to the Company Act of the ROC in May 2015, the recipients of dividends and bonuses are
limited to shareholders and do not include employees. The board of directors of SMI Taiwan held their meeting on June 29, 2016 and,
in that meeting, had resolved amendments to the Company’s Articles of Incorporation of SMI Taiwan, particularly the amendment to
the policy on dividend distribution and the addition of the policy on distribution of employees’ compensation.
Under the dividend policy of SMI Taiwan as set forth in the amended Articles, SMI Taiwan, the Company’s largest subsidiary,
must make appropriations from annual earnings to non-distributable reserve which could affect the Company’s ability to pay cash or
stock dividends, if any. SMI Taiwan subsidiary may only distribute dividends after it has made allowances as determined under ROC
GAAP at each year-end for:
a.
b.
c.
Payment of taxes;
Recovery of prior years’ deficits, if any;
10% of remaining balance after deduction for a and b as legal reserve;
F-31
d.
Special reserve based on relevant laws or regulations or 10% of remaining balance for deduction from above a to c as special
reserve when necessary.
Dividends
The Company declared cash dividends per ordinary share during the periods presented as follows:
First quarter
Second quarter
Third quarter
Fourth quarter
Dividends
Per Share
(US$)
$ 0.0375
$ 0.0375
$ 0.0375
$ 0.0375
2015
2016
Amount
(in US$
thousands)
$ 5,156
5,166
5,230
5,232
$ 20,784
Dividends
Per Share
(US$)
$ 0.0375
$ 0.0375
$ 0.0375
$ 0.0500
Amount
(in US$
thousands)
$ 5,290
5,290
5,297
7,065
22,942
On November 2, 2015 and October 24, 2016, our Board of Directors, instead of declaring a quarterly dividend, declared an annual
dividend of US$0.6 and US$0.8 per ADS, equivalent to US$0.15 and US$0.2 per ordinary share, which will be paid in four quarterly
installments starting in the fourth quarter of 2015 and 2016, respectively. Future dividends, if any, on the Company’s outstanding ADSs
and ordinary shares will be declared by and subject to the discretion of the Company’s board of directors. If the Company’s board of
directors decides to distribute dividends, the form, frequency and amount of such dividends will depend upon the Company’s future
operations and earnings, capital requirements and surplus, general financial condition, contractual restrictions and other factors our
board of directors may deem relevant.
Any future dividend the Company declares will be paid to the holders of ADSs, subject to the terms of the deposit agreement, to
the same extent as holders of the Company’s ordinary shares, to the extent permitted by applicable laws and regulations, less the fees
and expenses payable under the deposit agreement. Any dividend the Company declares will be distributed by the depositary bank to
the holders of our ADSs. Cash dividends on our ordinary shares, if any, will be paid in U.S. dollars.
17. EQUITY INCENTIVE PLAN
2005 Equity Incentive Plan and 2015 Equity Incentive Plan
On April 22, 2005, the Company adopted its 2005 Equity Incentive Plan (“the 2005 Plan”). The 2005 Plan provides for the grant
of stock options, stock bonuses, restricted stock awards, restricted stock units and stock appreciation rights, which may be granted to
employees (including officers), directors and consultants. The 2005 Plan reserved 10,000 thousand shares of ordinary shares, inclusive
of the number of assumed share options under the 2004 Plan, for issuance upon the exercise of stock options.
In 2006, the Company amended the 2005 Plan to reserve an additional 15,000 thousand ordinary shares for issuance upon exercise
of stock options and restricted stock units. In 2009, the Company amended the Plan to reserve an additional 15,000 thousand ordinary
shares for issuance upon exercise of stock options and restricted stock units.
Restricted stock units are converted into shares of the Company’s ordinary shares upon vesting on one-for-one basis. The vesting
of restricted stock unit is subject to the employee’s continuing service to the Company. The cost of these awards is determined using the
fair value of the Company’s ordinary share on the date of the grant, and compensation is recognized on a straight-line basis over the
requisite service period. The Company’s restricted stock units are considered non-vested share awards as defined under ASC 718.
F-32
In April 2010, the Company’s Board of Directors and Compensation Committee approved an employee stock option exchange
program that required certain employees to exchange eligible stock options for a lesser number of new stock options that have
approximately the same fair values as the options surrendered. Eligible options included stock options granted between August 17, 2005
and July 31, 2008 that had an exercised price above US$1.85. In 2010, 4,369 thousand eligible stock options were exchanged for
3,785 thousand new stock options granted. The new stock options have an exercise price of US$1.47, which was equal to the market
price of the Company’s ordinary share on April 26, 2010, the date eligible stock options were surrendered and new stock options
granted. The new stock options were issued under the 2005 Plan and are subject to its terms and conditions. The new stock options will
continue to vest according to the original vesting schedule. Using the Black-Scholes option pricing model, the Company determined
that the fair value of the surrendered stock options on a grant-by-grant basis was approximately equal, as of the date of the exchange, to
the fair value of the new stock options granted, resulting in insignificant incremental share-based compensation.
On June 3, 2015, the Company adopted its 2015 Equity Incentive Plan (“the 2015 Plan”). The 2015 Plan provides for the grant of
stock options, stock bonuses, restricted stock awards, restricted stock units and stock appreciation rights, which may be granted to
employees (including officers), directors and consultants. The 2015 Plan reserved 20,000 thousand shares of ordinary shares for
issuance upon exercise of stock options and restricted stock units.
Stock Option and Restricted Stock Units Activity
The following is a summary of, the 2005 Plan and the 2015 Plan, which includes stock options and restricted stock units:
Available for grant at January 1, 2014
Restricted stock units granted
Option and restricted stock units forfeited
Available for grant at December 31, 2014
Authorized
Restricted stock units granted
Option and restricted stock units forfeited
Available for grant at December 31, 2015
Restricted stock units granted
Option and restricted stock units forfeited
Available for grant at December 31, 2016
F-33
Unit
(in Thousands)
3,566
(1,923)
44
1,687
20,000
(2,000)
175
19,862
(1,446)
335
18,751
Stock Options
A summary of the stock option activity and related information is as follows:
Outstanding at January 1, 2014
Options forfeited
Options exercised
Outstanding at December 31, 2014
Options vested and expected to vest after
December 31, 2014
Options forfeited
Options exercised
Outstanding at December 31, 2015
Options vested and expected to vest after
December 31, 2015
Options forfeited
Options exercised
Outstanding at December 31, 2016
Options vested and expected to vest after
December 31, 2016
Options exercisable at December 31, 2016
Number of
Options
Shares
(in Thousands)
1,410
—
(352)
1,058
1,058
(143)
(336)
579
579
(257)
(64)
258
258
258
Weighted
Average
Exercise
Price
(US$)
Weighted
Average
Remaining
Contractual
Life
(Years)
1.47
—
1.46
1.47
1.47
1.47
1.47
1.47
1.47
1.47
1.47
1.47
1.47
1.47
1.35
1.35
0.92
0.92
—
—
0.25
0.25
0.25
No stock options were granted in 2014, 2015 and 2016. The intrinsic value of options exercised, determined as of the date of
option exercise, was US$1,565, US$3,688 and US$580 thousand in 2014, 2015 and 2016, respectively.
As of December 31, 2016, total unrecognized compensation cost related to non-vested share-based compensation awards granted
under the Company’s stock option plans, net of estimated forfeitures, was nil.
The aggregate intrinsic value represents the total intrinsic value (the difference between the Company’s closing stock price on the
last trading day of fiscal year 2016 and the exercise price, multiplied by the number of in-the-money options) that would have been
received by the option holders had all option holders exercised their options on December 31, 2016. Intrinsic value will change in future
periods based on the fair market value of the Company’s stock and the number of shares outstanding.
The total cash received from employees as a result of employee stock option exercises were US$514, US$494 and US$93
thousand for the years ended December 31, 2014, 2015 and 2016, respectively.
The related tax effect for stock-based compensation benefit (expense) were (US$24) thousand, US$561 thousand, and US$37
thousand for 2014, 2015 and 2016, respectively. The related tax effect for stock-based compensation expense for option and restricted
stock units exercised during 2014, 2015 and 2016 was US$1,231 thousand, US$1,647 thousand and US$1,702 thousand, respectively.
The related tax effect was determined using the applicable tax rates in jurisdictions to which this expense relates.
F-34
Restricted Stock Units
A summary of the status of restricted stock units and changes is as follows:
Non-vested at January 1, 2014
Restricted stock units granted
Restricted stock units vested
Restricted stock units forfeited
Non-vested at December 31, 2014
Restricted stock units granted
Restricted stock units vested
Restricted stock units forfeited
Non-vested at December 31, 2015
Restricted stock units granted
Restricted stock units vested
Restricted stock units forfeited
Non-vested at December 31, 2016
Number of
Non-vested
Stock Units
(in Thousands)
3,921
1,923
(3,640)
(44)
2,160
2,000
(2,003)
(32)
2,125
1,446
(1,726)
(78)
1,767
Weighted
Average
Grant Date
Fair Value
(US$)
2.90
5.13
2.96
4.92
4.90
6.83
4.96
5.85
6.65
12.67
6.46
6.57
11.65
Weight
Average
Remaining
Recognition
Period
(Years)
0.43
0.31
0.73
0.47
As of December 31, 2016, there was US$5,719 thousand of total unrecognized compensation cost related to restricted stock units
granted under the 2005 Plan and the 2015 Plan.
Stock-based Compensation Expense
The following table shows total stock-based compensation expense included in the Consolidated Statements of Income for the
years ended December 31, 2014, 2015 and 2016.
Year Ended December 31
2015
US$
2016
US$
2014
US$
Cost of sales
Research and development
Sales and marketing
General and administrative
282
6,773
1,746
1,546
10,347
261
6,565
1,790
1,802
10,418
400
10,529
3,122
3,313
17,364
18. COMMITMENTS AND CONTINGENCIES
FCI provided their employees with collateral for personal loans which is deposited at a designated bank and the amount deposited
was US$425 thousand and US$415 thousand at December 31, 2015 and 2016, respectively. Such amounts were accounted for as
restricted cash.
Operating Leases
The Company entered into various operating lease agreements for office space that expire on various dates through March 2022.
The Company recognized rent expense for the years ended December 31, 2014, 2015 and 2016 of US$1,981 thousand, US$2,453
thousand and US$2,595 thousand, respectively. The minimum operating
F-35
lease payments expected under these leases as of December 31, 2016 were US$1,866 thousand, US$1,463 thousand, US$590 thousand,
US$288 thousand, and US$261 thousand for the years ending December 31, 2017, 2018, 2019, 2020 and 2021, respectively.
Litigation
The Company is subject to legal proceedings and claims, either asserted or unasserted, which arise in the ordinary course of
business. Although the outcome of such proceedings and claims cannot be predicted with certainty, management does not believe that
the outcome of any of these matters will have a material adverse effect on our business, results of operations, financial position or cash
flows. Any litigation, however, involves potential risk and potentially significant litigation costs, and therefore there can be no
assurance that any litigation which is now pending or which may arise in the future would not have such a material adverse effect on
our business, financial position, results of operations or cash flows.
All American Semiconductor, Inc. (“All American” or “AASI”) was a former distributor for the Company. On April 25, 2007, All
American filed for Chapter 11 bankruptcy protection. At the time of the filing, the Company had US$256 thousand of unpaid accounts
receivable from All American. On April 17, 2009 SMI USA and related entities were named as defendants in an adversary proceeding
filed by the AASI Creditor Liquidating Trust (“CLT”) in the bankruptcy case pending in the U.S. Bankruptcy Court for the Southern
District of Florida. The CLT was seeking the return of allegedly avoidable transfers in the amount of US$854 thousand. SMI USA filed
an answer and affirmative defenses. In March 2010, SMI USA settled with the CLT by paying the amount of US$220 thousand and on
April 1, 2010, the Bankruptcy Court granted the motion to approve stipulations to compromise controversy. On August 23, 2010, the
Court entered an order dismissing the adversary proceeding. In June 2011, Liquidating Trustee for the CLT filed the AASI Creditor
Liquidating Trustee’s Seventeenth Omnibus Objection to Claims but in August 2011, withdrew it with respect to SMI USA’s proof of
claim. As a holder of allowed claims, we are entitled to receive distribution pursuant to the bankruptcy plan. From 2012 to 2016, we
received total distributions of US$263 thousand from the CLT and believe we have received full payout of the settled claim.
19. SEGMENT INFORMATION
The Company is the global leader and pioneer in developing NAND flash controllers for solid storage devices. The Company
currently operates as one reportable segment. The chief operating decision maker is the Chief Executive Officer.
The Company groups its products into three categories, based on the markets in which they may be used. The following
summarizes the Company’s revenue by product category:
Mobile Storage
Mobile Communications
Others
F-36
Year Ended December 31
2015
US$
302,910
50,896
7,491
361,297
2014
US$
241,614
40,034
7,675
289,323
2016
US$
510,687
39,322
6,137
556,146
Revenue is attributed to a geographic area based on the bill-to location. The following summarizes the Company’s revenue by
geographic area:
Taiwan
United States
Japan
Korea
China
Others
Year Ended December 31
2015
US$
71,387
39,558
19,636
150,118
69,623
10,975
361,297
2014
US$
57,244
26,265
11,180
150,557
35,008
9,069
289,323
2016
US$
75,926
59,390
17,070
183,249
151,112
69,399
556,146
Major customers representing at least 10% of net sales
SK Hynix
Samsung
* Less than 10%
Long-lived assets (property and equipment, net) by geographic area were as follows:
2014
US$
107,227
30,065
Year Ended December 31
2015
2016
%
37
10
US$
108,645
*
%
30
*
US$
156,541
*
%
28
*
Taiwan
United States
Korea
China
Japan
Year Ended December 31
2015
US$
32,014
274
1,891
16,268
22
50,469
2014
US$
28,739
142
2,477
4,163
16
35,537
2016
US$
34,011
237
1,448
12,181
15
47,892
20. FAIR VALUE MEASUREMENT
The following section describes the valuation methodologies the Company uses to measure assets and liabilities at fair value.
The Company uses quoted prices in active markets for identical assets to determine fair value where applicable. This pricing
methodology applies to Level 1 investments such as bond funds. The fair value of the principal protected notes was determined by its
present value utilizing rate of return as the market observable input and therefore, these are classified as Level 2 instruments as of
December 31, 2016. This is because there generally are no quoted prices in active markets for identical principal protected notes at the
reporting date. Hence, in order to determine the fair value, the Company must use observable inputs other than quoted prices in active
markets for identical or similar instruments, quoted prices for similar instruments in active markets, or other inputs that are observable.
For the years ended December 31, 2015 and 2016, none of the Company’s assets measured on a recurring basis was determined by
using significant unobservable inputs.
F-37
The following table presents our assets measured at fair value on a recurring basis as of December 31, 2015 and 2016:
December 31, 2015
Assets
Level 1
US$
Level 2
US$
Level 3
US$
Short-term investments — trading securities
681
—
—
Total
US$
681
December 31, 2016
Assets
Level 1
US$
Level 2
US$
Level 3
US$
Total
US$
Short-term investments — trading securities
695
2,607
—
3,302
The carrying amount of the held-to-maturity investments purchased in July 2015 that matured in July 2016 approximates their fair
value due to the short-term maturity of the investments.
F-38
Subsidiaries of Silicon Motion Technology Corporation
Exhibit 8.1
Name of Entity
FCI Inc.
Silicon Motion K.K.
Silicon Motion Korea Ltd.
Silicon Motion Technology (HK) Ltd
Silicon Motion, Inc.
Silicon Motion, Inc.
Silicon Motion, Inc. (Beijing)
Silicon Motion, Inc. (Shanghai)
Silicon Motion, Inc. (Shenzhen)
Shannon Systems
Jurisdiction of Incorporation
Korea
Japan
Korea
Hong Kong
California
Taiwan
China
China
China
China
Certification by the Chief Executive Officer Pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002
I, Wallace C. Kou, certify that:
Exhibit 12.1
1. I have reviewed this annual report on Form 20-F of Silicon Motion Technology 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 company as of, and for, the periods presented
in this report;
4. The company’s other certifying officer(s) 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 company 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 company, 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 company’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 company’s internal control over financial reporting that occurred during the
period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the company’s
internal control over financial reporting; and
5. The company’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over
financial reporting, to the company’s auditors and the audit committee of company’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 company’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
company’s internal control over financial reporting.
Date: April 28, 2017
/s/ Wallace C. Kou
Name: Wallace C. Kou
Title: Chief Executive Officer
Certification by the Chief Financial Officer Pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002
I, Riyadh Lai, certify that:
Exhibit 12.2
1. I have reviewed this annual report on Form 20-F of Silicon Motion Technology 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 company as of, and for, the periods presented
in this report;
4. The company’s other certifying officer(s) 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 company 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 company, 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 company’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 company’s internal control over financial reporting that occurred during the
period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the company’s
internal control over financial reporting; and
5. The company’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over
financial reporting, to the company’s auditors and the audit committee of company’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 company’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
company’s internal control over financial reporting.
Date: April 28, 2017
/s/ Riyadh Lai
Name: Riyadh Lai
Title: Chief Financial Officer
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
Exhibit 13.1
Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, the undersigned each
hereby certifies that, to his knowledge, the annual report on Form 20-F of Silicon Motion Technology Corporation for the year ended
December 31, 2016 fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of
1934, and that the information contained in the periodic report fairly presents, in all material respects, the financial condition and results
of operations of Silicon Motion Technology Corporation.
The foregoing certification is being furnished pursuant to 18 U.S.C. Section 1350 solely for purposes of complying with the provisions
of Section 906 of the Sarbanes-Oxley Act of 2002, is not intended to be used or relied upon for any other purpose and is not being filed
as part of the periodic report or as a separate disclosure document.
Date: April 28, 2017
/s/ Wallace C. Kou
Name: Wallace C. Kou
Title: Chief Executive Officer
/s/ Riyadh Lai
Name: Riyadh Lai
Title: Chief Financial Officer
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the incorporation by reference in Registration Statement Nos. 333-161599, 333-142422, 333-131219 and 333-204876 on
Forms S-8 of our reports dated April 28, 2017, relating to the consolidated financial statements of Silicon Motion Technology
Corporation and subsidiaries (which report expresses an unqualified opinion) and the effectiveness of Silicon Motion Technology
Corporation and subsidiaries’ internal control over financial reporting, appearing in the Annual Report on Form 20-F of Silicon Motion
Technology Corporation for the year ended December 31, 2016.
Exhibit 23.1
/s/ Deloitte & Touche
Deloitte & Touche
Taipei, Taiwan
The Republic of China
April 28, 2017