##### Table of Contents



UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON, DC 20549
 FORM 10-Q
 þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
 For the quarterly period ended September 30, 2007
 OR
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
 For the transition period from                      to
 Commission file number 000-50857
 Volterra Semiconductor Corporation
  Delaware
    
    94-3251865(State or other jurisdiction of
    
    (I.R.S. Employerincorporation or organization)
    
    Identification No.)
 
  
 þ o
  o þ o
 o þ




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Cautionary Note Regarding Forward-Looking Statements
  2




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##### 



Volterra Semiconductor Corporation and Subsidiaries
  
 PagePART I. FINANCIAL INFORMATION

    
    4Item 1. Financial Statements

    
    4Condensed Consolidated Balance Sheets as of September
30, 2007 and December 31, 2006
    
    
    4Condensed Consolidated Statements of Operations for the
three and nine months ended September 30, 2007 and 2006
    
    
    5Condensed Consolidated Statements of Cash Flows for the
nine months ended September 30, 2007 and 2006
    
    
    6Notes to the Condensed Consolidated Financial Statements
    
    
    7Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    11Item 3. Quantitative and Qualitative Disclosures about Market Risk
    
    
    18Item 4. Controls and Procedures

    
    18PART II. OTHER INFORMATION

    
    19Item 1. Legal Proceedings

    
    19Item 1A. Risk Factors

    
    19Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

    
    34Item 6. Exhibits

    
    35SIGNATURE

    
    36EXHIBIT 3.2EXHIBIT 31.1EXHIBIT 31.2EXHIBIT 32.1EXHIBIT 32.2
  3




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PART I. FINANCIAL INFORMATION
 
 ITEM 1. Financial Statements
 VOLTERRA SEMICONDUCTOR CORPORATION AND SUBSIDIARIES
 
 CONDENSED CONSOLIDATED
BALANCE SHEETS
(In thousands)
 September 30,
    
    
    December 31,2007
    
    
    2006(Unaudited)
    
    
    (Audited)AssetsCurrent assets:Cash and cash equivalents
    
    $
    51,300
    
    
    $
    41,814Short-term investments
    
    
    
    
    
    
    9,977Accounts receivable, net of $660 and $538, respectively
    
    
    14,299
    
    
    
    13,294Inventory
    
    
    6,779
    
    
    
    12,589Prepaid expenses and other current assets
    
    
    1,111
    
    
    
    1,461Total current assets
    
    
    73,489
    
    
    
    79,135Property and equipment, net
    
    
    6,050
    
    
    
    4,514Other assets
    
    
    79
    
    
    
    54Total assets
    
    $
    79,618
    
    
    $
    83,703Liabilities and Stockholders EquityCurrent liabilities:Accounts payable
    
    $
    3,920
    
    
    $
    8,510Accrued liabilities
    
    
    5,201
    
    
    
    3,377Total current liabilities
    
    
    9,121
    
    
    
    11,887Lease incentives
    
    
    991
    
    
    
    Commitments and contingenciesStockholders equity:Preferred stock, $0.001 par value; 5,000 shares authorized;
none issued and outstanding
    
    
    
    
    
    
    Common stock, $0.001 par value; 200,000 shares authorized;
24,227 and 24,385 shares issued and outstanding, respectively
    
    
    24
    
    
    
    24Additional paid-in capital
    
    
    102,554
    
    
    
    103,181Accumulated deficit
    
    
    (33,072
    )
    
    
    (31,389
    )Total stockholders equity
    
    
    69,506
    
    
    
    71,816Total liabilities and stockholders equity
    
    $
    79,618
    
    
    $
    83,703
  4




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VOLTERRA SEMICONDUCTOR CORPORATION AND SUBSIDIARIES
 
 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share amounts)
(Unaudited)
 Three Months Ended
    
    
    Nine Months EndedSeptember 30,
    
    
    September 30,2007
    
    
    2006
    
    
    2007
    
    
    2006Net revenue
    
    $
    18,875
    
    
    $
    20,113
    
    
    $
    54,908
    
    
    $
    53,345Cost of revenue
    
    
    8,618
    
    
    
    9,678
    
    
    
    29,076
    
    
    
    26,222Gross margin
    
    
    10,257
    
    
    
    10,435
    
    
    
    25,832
    
    
    
    27,123Operating expenses:Research and development
    
    
    5,821
    
    
    
    6,121
    
    
    
    17,240
    
    
    
    17,266Selling, general and administrative
    
    
    4,058
    
    
    
    2,921
    
    
    
    11,540
    
    
    
    8,328Total operating expenses
    
    
    9,879
    
    
    
    9,042
    
    
    
    28,780
    
    
    
    25,594Income (loss) from operations
    
    
    378
    
    
    
    1,393
    
    
    
    (2,948
    )
    
    
    1,529Interest and other income
    
    
    645
    
    
    
    541
    
    
    
    1,898
    
    
    
    1,509Interest and other expense
    
    
    (14
    )
    
    
    (13
    )
    
    
    (84
    )
    
    
    (52
    )Income (loss) before income taxes
    
    
    1,009
    
    
    
    1,921
    
    
    
    (1,134
    )
    
    
    2,986Income tax expense (benefit)
    
    
    512
    
    
    
    158
    
    
    
    294
    
    
    
    (537
    )Income (loss) before cumulative effect of accounting change
    
    
    497
    
    
    
    1,763
    
    
    
    (1,428
    )
    
    
    3,523Cumulative effect of accounting change, net of income tax of $16
    
    
    
    
    
    
    
    
    
    
    255
    
    
    
    Net income (loss)
    
    $
    497
    
    
    $
    1,763
    
    
    $
    (1,683
    )
    
    $
    3,523Net income (loss) per share:Basic:Net income (loss) per share before cumulative effect of
accounting change
    
    $
    0.02
    
    
    $
    0.07
    
    
    $
    (0.06
    )
    
    $
    0.15Cumulative effect of accounting change
    
    
    
    
    
    
    
    
    
    
    (0.01
    )
    
    
    Net income (loss) per share
    
    $
    0.02
    
    
    $
    0.07
    
    
    $
    (0.07
    )
    
    $
    0.15Diluted:Net income (loss) per share before cumulative effect of
accounting change
    
    $
    0.02
    
    
    $
    0.07
    
    
    $
    (0.06
    )
    
    $
    0.13Cumulative effect of accounting change
    
    
    
    
    
    
    
    
    
    
    (0.01
    )
    
    
    Net income (loss) per share
    
    $
    0.02
    
    
    $
    0.07
    
    
    $
    (0.07
    )
    
    $
    0.13Weighted average shares outstanding:Basic
    
    
    24,584
    
    
    
    24,171
    
    
    
    24,525
    
    
    
    24,013Diluted
    
    
    26,424
    
    
    
    26,001
    
    
    
    24,525
    
    
    
    26,122
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VOLTERRA
SEMICONDUCTOR CORPORATION AND SUBSIDIARIES
 
 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)
 Nine Months EndedSeptember 30,2007
    
    
    2006Cash flows from operating activities:Net (loss) income
    
    $
    (1,683
    )
    
    $
    3,523Adjustments to reconcile net (loss) income to net
cash (used) provided by operating activities:Stock-based compensation
    
    
    3,388
    
    
    
    3,178Depreciation and amortization
    
    
    1,486
    
    
    
    1,138Accretion of discount in debt securities
    
    
    146
    
    
    
    242Provision for (release from) doubtful accounts
    
    
    155
    
    
    
    (152
    )Loss on disposal of property and equipment
    
    
    6
    
    
    
    Changes in operating assets and liabilities:Accounts receivable
    
    
    (1,131
    )
    
    
    (4,384
    )Inventory
    
    
    5,845
    
    
    
    (5,049
    )Prepaid expenses, other current, and other assets
    
    
    325
    
    
    
    (189
    )Accounts payable
    
    
    (4,814
    )
    
    
    1,060Accrued liabilities
    
    
    1,581
    
    
    
    118Net cash provided (used) by operating activities
    
    
    5,304
    
    
    
    (515
    )Cash flows from investing activities:Purchases of property and equipment
    
    
    (1,599
    )
    
    
    (1,881
    )Purchases of short-term investments
    
    
    
    
    
    
    (9,854
    )Proceeds from maturity of short-term investments
    
    
    9,831
    
    
    
    14,617Net cash provided by investing activities
    
    
    8,232
    
    
    
    2,882Cash flows from financing activities:Proceeds from issuance of common stock, net
    
    
    1,469
    
    
    
    1,632Repurchase and retirement of common stock
    
    
    (5,519
    )
    
    
    Net cash (used) provided by financing activities
    
    
    (4,050
    )
    
    
    1,632Net increase in cash and cash equivalents
    
    
    9,486
    
    
    
    3,999Cash and cash equivalents, beginning of period
    
    
    41,814
    
    
    
    32,955Cash and cash equivalents, end of period
    
    $
    51,300
    
    
    $
    36,954Supplemental disclosure of cash flows:Cash (paid) refunds for income tax, net
    
    $
    187
    
    
    $
    (909
    )Non cash investing activities:Fixed assets addition from lease incentives
    
    $
    1,254
    
    
    $
    
  6




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VOLTERRA SEMICONDUCTOR CORPORATION AND SUBSIDIARIES
 
 NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 (In thousands, except per share data)
 (Unaudited)
 1. Description of Business and Significant Accounting Policies
  Basis of Presentation
    Use of Estimates
  Concentrations of Credit Risk
  7




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Segment Reporting and Significant Customers
   Net Revenue
    
    Accounts ReceivableThree Months Ended
    
    Nine Months Ended
    
    As of
    
    As ofSeptember 30,
    
    September 30,
    
    September 30,
    
    December 31,Customer
    
    2007
    
    2006
    
    2007
    
    2006
    
    2007
    
    2006A
    
    
    33
    %
    
    
    42
    %
    
    
    33
    %
    
    
    37
    %
    
    
    28
    %
    
    
    25
    %B
    
    
    20
    %
    
    
    19
    %
    
    
    21
    %
    
    
    15
    %
    
    
    19
    %
    
    
    16
    %C
    
    
    11
    %
    
    
    10
    %
    
    
    13
    %
    
    
    13
    %
    
    
    15
    %
    
    
    28
    %D
    
    
    11
    %
    
    
    *
    
    
    
    13
    %
    
    
    *
    
    
    
    20
    %
    
    
    13
    %E
    
    
    10
    %
    
    
    *
    
    
    
    *
    
    
    
    *
    
    
    
    *
    
    
    
    *
 
 *
    
    Less than 10%  Three Months Ended
    
    Nine Months EndedSeptember 30,
    
    September 30,2007
    
    2006
    
    2007
    
    2006Singapore
    
    
    44
    %
    
    
    51
    %
    
    
    47
    %
    
    
    50
    %China
    
    
    36
    %
    
    
    25
    %
    
    
    32
    %
    
    
    24
    %Taiwan
    
    
    9
    %
    
    
    9
    %
    
    
    12
    %
    
    
    8
    %United States
    
    
    6
    %
    
    
    6
    %
    
    
    4
    %
    
    
    7
    %Japan
    
    
    4
    %
    
    
    2
    %
    
    
    3
    %
    
    
    3
    %Thailand
    
    
    *
    
    
    
    6
    %
    
    
    *
    
    
    
    7
    %Other
    
    
    1
    %
    
    
    1
    %
    
    
    2
    %
    
    
    1
    %
 
 *
    
    Less than 2% Revenue Recognition
  8




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Stock-Based Compensation
 Accounting for Stock Appreciation
Rights and Other Variable Stock Options or Award Plans
  Three Months Ended
    
    
    Nine Months EndedSeptember 30,
    
    
    September 30,2007
    
    
    2006
    
    
    2007
    
    
    2006Stock-based compensation expense:Cost of revenue
    
    $
    95
    
    
    $
    79
    
    
    $
    240
    
    
    $
    212Research and development
    
    
    617
    
    
    
    454
    
    
    
    1,786
    
    
    
    1,686Sales, general and administrative
    
    
    456
    
    
    
    516
    
    
    
    1,362
    
    
    
    1,280Total stock-based compensation expense
    
    
    1,168
    
    
    
    1,049
    
    
    
    3,388
    
    
    
    3,178Tax effect of stock-based compensation
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Effect on net income (loss)
    
    $
    1,168
    
    
    $
    1,049
    
    
    $
    3,388
    
    
    $
    3,178Effect on basic net income (loss) per share
    
    $
    0.05
    
    
    $
    0.04
    
    
    $
    0.14
    
    
    $
    0.13Effect on diluted net income (loss) per share
    
    $
    0.04
    
    
    $
    0.04
    
    
    $
    0.14
    
    
    $
    0.12
  Income Taxes
  Accounting for
Uncertainty in Income Taxes
 9




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Earnings Per Share
   Three Months Ended
    
    
    Nine Months EndedSeptember 30,
    
    
    September 30,2007
    
    
    2006
    
    
    2007
    
    
    2006Numerator:Net income (loss)
    
    $
    497
    
    
    $
    1,763
    
    
    $
    (1,683
    )
    
    $
    3,523Denominator:Weighted average shares outstanding, basic
    
    
    24,584
    
    
    
    24,171
    
    
    
    24,525
    
    
    
    24,013Effect of dilutive securities:Stock options
    
    
    1,840
    
    
    
    1,830
    
    
    
    
    
    
    
    2,110Weighted average shares outstanding, diluted
    
    
    26,424
    
    
    
    26,001
    
    
    
    24,525
    
    
    
    26,123Basic net income (loss) per share
    
    $
    0.02
    
    
    $
    0.07
    
    
    $
    (0.07
    )
    
    $
    0.15Diluted net income (loss) income per share
    
    $
    0.02
    
    
    $
    0.07
    
    
    $
    (0.07
    )
    
    $
    0.13
  Accounting for Lease Incentives
  2. Inventory
  10




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September 30,
    
    
    December 31,2007
    
    
    2006Work-in-process
    
    $
    3,740
    
    
    $
    8,383Finished goods
    
    
    3,039
    
    
    
    4,206$
    6,779
    
    
    $
    12,589
 3. Property and Equipment
  September 30,
    
    
    December 31,2007
    
    
    2006Computer hardware
    
    $
    1,321
    
    
    $
    1,464Computer software
    
    
    4,518
    
    
    
    4,431Equipment and furniture
    
    
    4,446
    
    
    
    3,979Leasehold improvements
    
    
    1,933
    
    
    
    73112,218
    
    
    
    10,605Less accumulated depreciation and amortization
    
    
    (6,168
    )
    
    
    (6,091
    )$
    6,050
    
    
    $
    4,514
 4. Change in Accounting Principle
 Accounting for Sabbatical Leave and Other Similar
Benefits Pursuant to FASB Statement No. 43
  5. Stock Repurchase Program
  
 Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
  11




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Overview
      12




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13




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Critical Accounting Policies
  Results of Operations
  14




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Three Months Ended
    
    
    Nine Months EndedSeptember 30,
    
    
    September 30,2007
    
    
    2006
    
    
    2007
    
    
    2006Net revenue
    
    
    100
    %
    
    
    100
    %
    
    
    100
    %
    
    
    100
    %Cost of revenue
    
    
    46
    
    
    
    48
    
    
    
    53
    
    
    
    49Gross margin
    
    
    54
    
    
    
    52
    
    
    
    47
    
    
    
    51Operating expenses:Research and development
    
    
    31
    
    
    
    30
    
    
    
    31
    
    
    
    32Selling, general and administrative
    
    
    21
    
    
    
    15
    
    
    
    21
    
    
    
    16Total operating expenses
    
    
    52
    
    
    
    45
    
    
    
    52
    
    
    
    48Income (loss) from operations
    
    
    2
    
    
    
    7
    
    
    
    (5
    )
    
    
    3Interest and other income, net
    
    
    3
    
    
    
    3
    
    
    
    3
    
    
    
    3Income (loss) before income taxes
    
    
    5
    
    
    
    10
    
    
    
    (2
    )
    
    
    6Income tax expense (benefit)
    
    
    3
    
    
    
    1
    
    
    
    1
    
    
    
    (1
    )Income (loss) before cumulative
effect of accounting change
    
    
    2
    
    
    
    9
    
    
    
    (3
    )
    
    
    7Cumulative effect of accounting change
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Net income (loss)
    
    
    2
    %
    
    
    9
    %
    
    
    (3
    )%
    
    
    7
    %
 Comparison of Three Months Ended September 30, 2007 to Three Months Ended September 30, 2006
 Net Revenue.
 Cost of Revenue and Gross Margin.
 Research and Development.
 Selling, General and Administrative.
 Income Tax.
 15




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Comparison of Nine Months Ended September 30, 2007 to Nine Months Ended September 30, 2006
 Net Revenue.
 Cost of Revenue and Gross Margin.
 Research and Development.
 Selling, General and Administrative.
 Income Tax.
 Liquidity and Capital Resources
    16




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##### Table of Contents



Contractual Obligations
  2011 and2007
    
    
    2008
    
    
    2009
    
    
    2010
    
    
    Thereafter
    
    
    TotalOperating lease obligations
    
    $
    242
    
    
    $
    1,003
    
    
    $
    908
    
    
    $
    740
    
    
    
    1,312
    
    
    $
    4,205Purchase obligations
    
    
    3,148
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3,148Stock repurchase obligations
    
    
    767
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    767$
    4,157
    
    
    $
    1,003
    
    
    $
    908
    
    
    $
    740
    
    
    $
    1,312
    
    
    $
    8,120
   Recent Accounting Pronouncements
 Fair
Value Measurements
 17




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Item 3. Quantitative and Qualitative Disclosures About Market Risk
    
 Item 4. Controls and Procedures
 Evaluation of Disclosure Controls and Procedures
    18




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PART II. OTHER INFORMATION
 
 Item 1. Legal Proceedings
  
 Item 1A. Risk Factors
  The risk factors described in Part II, Item 1A of our Annual Report on Form 10-K for the year ended
December 31, 2006, as filed with the SEC on March 8, 2007, are set forth below. These risk factors
have not substantively changed, except for those identified by asterisk and restated below. Risk
factors marked with a  +  have been reordered from the presentation in the Annual
Report.
 Our financial performance in the past has fluctuated and we may not be able to maintain
profitability on a quarterly or annual basis.*
  Our operating results have fluctuated in the past, and we expect a number of factors to cause our
operating results to fluctuate in the future, making it difficult for us to accurately forecast our
operating results.*
  
    
    the loss of one or more key customers, or a significant reduction in sales to, or
excessive product returns by, one or more key customers;
 19




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##### Table of Contents




    
    demand for our products or the electronic systems into which our products are
incorporated and our ability to accurately forecast such demand;
    
    our customers and distributors management of the inventory they hold;
    
    our management of our own inventory levels to meet changes in demand;
    
    changes in orders both received and shipped during the quarter, or our turns business;
    
    the ability of our foundries and third-party subcontractors to achieve satisfactory
yields or quality;
    
    our ability to develop new products or new generations and versions of our existing
products that achieve market acceptance in a timely manner;
    
    our ability to fulfill orders for our products in a timely manner, or at all;
    
    the timing of introductions of competing products or technologies;
    
    our ability to obtain sufficient capacity from foundries and other third-party
subcontractors to manufacture, assemble and test our products on a timely and
cost-effective basis;
    
    varying order patterns in the markets in which we sell our products;
    
    our customers failure to pay us on a timely basis, or at all;
    
    the ability of our manufacturing subcontractors to obtain an adequate supply of the raw
materials used in the manufacture of our products on a timely and cost-effective basis;
    
    the volatile nature of the semiconductor industry;
    
    changes in the level of our expenses, including the cost of materials used to
manufacture our products and expenses incurred in complying with new laws and regulations
applicable to the Company;
    
    the loss of one or more key distributors, or a significant reduction in orders from one
or more key distributors;
    
    changes in the prices of our products or the electronic systems into which our products
are incorporated;
    
    our ability to adequately support our future growth;
    
    disputes regarding intellectual property rights;
    
    litigation involving us or our products; and
    
    changes in accounting principles, policies and estimates.
  We depend on a small number of customers for substantially all of our net revenue and the loss of,
or a significant reduction in orders from, any of them would significantly reduce our net revenue
and adversely affect our operating results.
  20




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We depend on a limited number of markets, and in these markets we have experienced varying order
patterns, and if demand for our products in these markets declines, or if we are unable to adjust
to the varying order patterns in these markets or expand into new markets, our business would be
harmed.
   We sell a limited number of products and a reduction in demand for these products would harm our
business and operating results. +
 21




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We are subject to inventory risks and manufacturing costs that could negatively impact our
operating results.* +
  Our products are highly complex and may require modifications to resolve undetected errors or
defects and to meet our customers specifications, which could lead to an increase in our costs, a
loss of revenue and customers, a delay in market acceptance of our products, or product liability
claims. +
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We rely on third-party subcontractors to assemble and test our products and our failure to
successfully manage our relationships with these subcontractors could damage our relationships with
our customers, decrease our net revenue, and limit our growth.* +
  If our foundries and assembly and test subcontractors fail to achieve satisfactory yields or
quality, our revenue and operating results could decrease, and our relationships with our customers
and our reputation may be harmed. +
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Our dependence on third-party semiconductor manufacturers, or foundries, reduces our control over
the manufacture of our products, which could harm our business.* +
  
    
    inability to increase production and achieve acceptable yields on a timely basis;
    
    reduced control over delivery schedules and product quality;
    
    inability of our foundries to obtain an adequate supply of the raw materials used in
the manufacturing of our products on a timely and cost-effective basis;
    
    increased exposure to potential misappropriation of our intellectual property;
    
    limited warranties on silicon wafers or products supplied to us;
    
    labor shortages or labor strikes;
    
    natural disasters affecting countries in which we conduct our business or in which our
products are manufactured; and
    
    political instability in countries where our products are manufactured.
  We face significant competition and many of our competitors have greater resources than we have,
and thus we may be unsuccessful in competing against current and future competitors.* +
  
    
    our ability to continue to recruit and retain engineering talent;
    
    our ability to introduce new products in a timely manner;
    
    the pricing of components used in competing solutions;
    
    the pace at which our customers incorporate our products into their systems;
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
    
    the availability of foundry, assembly, and test capacity for our products;
    
    protection of our products by effective utilization of intellectual property laws; and
    
    general economic conditions.
   If we are unable to timely develop new products or new generations and versions of our existing
products that achieve market acceptance, our operating results and competitive position could be
harmed. +
   
    
    our accurate prediction of changing customer requirements;
    
    timely development of new designs;
    
    timely qualification and certification of our products for use in electronic systems;
    
    commercial acceptance and production of the electronic systems into which our products
are incorporated;
    
    availability, quality, price, performance, and size of our products relative to
competing products and technologies;
    
    our customer service and support capabilities and responsiveness;
    
    successful development of relationships with existing and potential new customers;
    
    successful development of relationships with key developers of advanced digital
semiconductors; and
    
    changes in technology, industry standards or consumer preferences.
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We have experienced, and may in the future experience, delays in the development and introduction
of our products, which may harm our business and operating results. +
  The nature of the design process requires us to incur expenses prior to earning revenue associated
with those expenses, and we will have difficulty selling our products and generating profits if
electronic system designers do not design our products into their electronic systems. +
 
   
    
    it can typically take up to 12 months from the time our products are selected to
complete the design process, and in some cases such design process may take substantially
more time to complete;
    
    it can typically take an additional six to 12 months to complete commercial
introduction of the electronic systems that use our products, and in some cases such
introduction may take substantially more time to complete, if they are introduced at all;
    
    our customers usually require a comprehensive technical evaluation of our products
before they incorporate them into their electronic systems, which may also result in our
products being excluded from the system design for reasons other than our design
specifications;
    
    OEMs typically limit the initial release of their electronic systems to evaluate
performance and consumer demand; and
    
    the development and commercial introduction of products incorporating new technology
are frequently delayed.
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Our ability to compete will be harmed if we are unable to adequately protect our intellectual
property.* +
  Assertions by third parties of infringement by us or our vendors of their intellectual property
rights could result in significant costs and cause our operating results to suffer.* +
  
    
    stop selling products or using technology that contain the allegedly infringing
intellectual property;
    
    pay damages to the party claiming infringement;
    
    attempt to obtain a license to the relevant intellectual property, which may not be
available on reasonable terms or at all; and
    
    attempt to redesign those products that contain the allegedly infringing intellectual
property.
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Any potential dispute involving our patents or other intellectual property could also include our
customers, which could trigger our indemnification obligations to them and result in substantial
expense to us. +
  We are subject to the highly cyclical nature of the semiconductor industry and any future downturns
could significantly harm our business. +
  We rely primarily on a small number of distributors to market and distribute our products, and if
we fail to maintain or expand these relationships, our net revenue would likely
decline.* +
   Any disruption to our operations or the operations of our foundries or assembly and test
subcontractors resulting from earthquakes, droughts, or other natural disasters, public health
issues or other catastrophic events beyond our control could significantly delay the production or
shipment of our products.* +
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The average selling prices of our products could decrease rapidly, which may negatively impact our
net revenue and operating results. +
  We have significant international activities and customers, and plan to continue such efforts,
which subjects us to additional business risks including increased logistical complexity,
additional regulatory restrictions, political instability, and currency fluctuations.* +
  
    
    cultural and language barriers;
    
    increased complexity and costs of managing international operations;
    
    protectionist laws and business practices that favor local competition in some
countries;
    
    multiple, conflicting and changing laws and regulatory and tax environments, including
the European Unions Restrictions of Hazardous Substances (RoHS), which bans lead and
certain other substances from products put on the market;
    
    potentially longer and more difficult collection periods;
    
    political instability, international terrorism, and anti-American sentiment,
particularly in emerging markets;
    
    highly volatile economies in Asia;
    
    difficulty in hiring qualified management, technical sales personnel, and applications
engineers; and
    
    less effective protection of intellectual property than is afforded to us in the United
States.
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Environmental laws and regulations could cause a disruption in our business and
operations.* +
  We rely on the services of our key personnel, and if we are unable to retain our current personnel
and hire additional personnel, our ability to develop and successfully market our products could be
harmed.* +
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If we do not effectively manage our growth, our resources, systems, and controls may be strained
and our operating results may suffer.*
   If our computer and communications hardware fails, our business, results of operations and
financial condition would be harmed.
  We may undertake acquisitions to expand our business that may pose risks to our business and dilute
the ownership of our existing stockholders. +
  
    
    our lack of experience acquiring other businesses;
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
    
    problems integrating the acquired operations, technologies, or products with our
existing business and products;
    
    problems integrating the acquired operations, technologies, or products with our
existing business and products;
    
    diversion of managements time and attention from our core business;
    
    the need for financial resources above our planned investment levels;
    
    overestimation of potential synergies or a delay in realizing those synergies;
    
    difficulties in retaining business relationships with suppliers and customers of the
acquired company;
    
    risks associated with entering markets in which we lack prior experience; and
    
    the potential loss of key employees of the acquired company.
  Our stock price will fluctuate and may be volatile, which could result in substantial losses for
investors and significant costs related to litigation.* +
  
    
    actual or anticipated fluctuations in our revenue, operating results or growth rate;
    
    failure to meet the expectations of securities analysts or investors with respect to
our financial performance;
    
    actual or anticipated fluctuations in our competitors operating results or changes in
their growth rates;
    
    sales of our common stock or other securities in the future;
    
    stock market price and trading volume fluctuations of publicly-traded companies in
general and semiconductor companies in particular;
    
    the trading volume of our common stock;
    
    changes in financial estimates and ratings by securities analysts for us, our
competitors or companies in the semiconductor industry generally;
    
    changes in the condition of the financial markets, the economy as a whole, the
semiconductor industry, our customers or our competitors;
    
    publicity about the semiconductor industry, our competitors or our customers; and
    
    changes in key personnel.
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We may need to raise additional capital, which might not be available or which, if available, may
be on terms that are not favorable to us. +
  Our principal stockholders have significant voting power and may influence actions that may not be
in the best interests of our other stockholders.*
  Anti-takeover provisions of our charter documents and Delaware law could prevent or delay
transactions resulting in a change in control.
  
    
    our board of directors is classified so that not all members of our board may be
elected at one time;
    
    directors may only be removed for cause and only with the approval of stockholders
holding a majority of our outstanding voting stock;
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
    
    the ability of our stockholders to call a special meeting of stockholders is
prohibited;
    
    advance notice requirements for nominations for election to our board of directors or
for proposing matters that can be acted upon at stockholder meetings;
    
    stockholder action by written consent is prohibited, thereby requiring all stockholder
actions to be taken at a meeting of our stockholders; and
    
    our board of directors may designate the terms of and issue new series of preferred
stock, commonly referred to as blank check preferred stock, with rights senior to those
of common stock without stockholder approval.
   
 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
  ISSUER PURCHASES OF EQUITY SECURITIES 1
 Total Number ofTotal
    
    
    
    
    
    
    Shares
    
    
    Approximate DollarNumber of
    
    
    Average
    
    
    Purchased as Part of
    
    
    Value of Shares thatShares
    
    
    Price Paid
    
    
    Publicly Announced
    
    
    May Yet Be PurchasedPeriod
    
    Purchased
    
    
    per Share2
    
    
    Program
    
    
    Under the ProgramAugust 27, 2007 to
August 31, 2007
    
    
    117,500
    
    
    $
    11.36
    
    
    
    117,500
    
    
    $
    13,665,630September 1, 2007
to September 30,
2007
    
    
    360,000
    
    
    $
    11.62
    
    
    
    360,000
    
    
    $
    9,482,088Total
    
    
    477,500
    
    
    $
    11.56
    
    
    
    477,500
 
 1
    
    Represents shares of Common Stock repurchased in the open market in connection with
the Companys share repurchase program, under which the Company may repurchase up to $15
million of its common stock from time to time in the open market subject to prevailing
business and market conditions and other factors. This program was authorized by the Companys
Board of Directors and was publicly announced on July 23, 2007. There is no expiration date
for the repurchase program.2
    
    Includes $0.03 per share broker commission. 34




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##### Table of Contents



Item 6. Exhibits
 Exhibit No.
    
    Description3.1(1)
    
    Amended and Restated Certificate of Incorporation of Volterra Semiconductor Corporation.3.2
    
    Amended and Restated Bylaws of Volterra Semiconductor Corporation.4.1
    
    Reference is made to Exhibits 3.1 and 3.2.4.2(2)
    
    Specimen stock certificate.10.1(3)
    
    Offer letter between the Registrant and Mike Burns, dated August 5, 200731.1
    
    Certification of Chief Executive Officer required under Rule 13a-14(a) or Rule
15d-14(a) of the Securities Exchange Act of 1934, as amended.31.2
    
    Certification of Chief Financial Officer required under Rule 13a-14(a) or Rule
15d-14(a) of the Securities Exchange Act of 1934, as amended.32.1*
    
    Certification of Chief Executive Officer required under Rule 13a-14(b) or Rule
15d-14(b) of the Securities Exchange Act of 1934, as amended, and 18 U.S.C. Section
1350.32.2*
    
    Certification of Chief Financial Officer required under Rule 13a-14(b) or Rule
15d-14(b) of the Securities Exchange Act of 1934, as amended, and 18 U.S.C. Section
1350.
 
 (1)
    
    Previously filed as Exhibit 3.1 to Volterra Semiconductor
Corporations Quarterly Report on Form 10-Q for the quarterly period
ended June 30, 2004, as filed with the Securities and Exchange
Commission on September 9, 2004, and incorporated by reference herein.(2)
    
    Previously filed as Exhibit 4.2 to Volterra Semiconductor
Corporations Registration Statement on Form S-1/A (No. 333-115614),
as filed with the Securities and Exchange Commission on July 9, 2004,
as amended, and incorporated by reference herein.(3)
    
    Previously filed as Exhibit 10.1 to Volterra Semiconductor
Corporations Current Report on Form 8-K, as filed with the Securities
and Exchange Commission on August 15, 2007, and incorporated by
reference herein.*
    
    The certifications attached as Exhibits 32.1 and 32.2 accompany this
Quarterly Report on Form 10-Q pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002 and shall not be deemed filed by Volterra
Semiconductor Corporation for purposes of Section 18 of the Securities
Exchange Act of 1934, as amended. 35




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##### Table of Contents



Signature
  Dated: October 31, 2007
    
    VOLTERRA SEMICONDUCTOR CORPORATIONBy:
    
    /s/ Mike BurnsMike BurnsChief Financial Officer(Principal Financial,
Chief Accounting and
Duly Authorized Officer)
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EXHIBIT INDEX
 Exhibit No.
    
    Description3.1(1)
    
    Amended and Restated Certificate of Incorporation of Volterra Semiconductor Corporation.3.2
    
    Amended and Restated Bylaws of Volterra Semiconductor Corporation.4.1
    
    Reference is made to Exhibits 3.1 and 3.2.4.2(2)
    
    Specimen stock certificate.10.1(3)
    
    Offer letter between the Registrant and Mike Burns, dated August 5, 200731.1
    
    Certification of Chief Executive Officer required under Rule 13a-14(a) or Rule
15d-14(a) of the Securities Exchange Act of 1934, as amended.31.2
    
    Certification of Chief Financial Officer required under Rule 13a-14(a) or Rule
15d-14(a) of the Securities Exchange Act of 1934, as amended.32.1*
    
    Certification of Chief Executive Officer required under Rule 13a-14(b) or Rule
15d-14(b) of the Securities Exchange Act of 1934, as amended, and 18 U.S.C. Section
1350.32.2*
    
    Certification of Chief Financial Officer required under Rule 13a-14(b) or Rule
15d-14(b) of the Securities Exchange Act of 1934, as amended, and 18 U.S.C. Section
1350.
 
 (1)
    
    Previously filed as Exhibit 3.1 to Volterra Semiconductor
Corporations Quarterly Report on Form 10-Q for the quarterly period
ended June 30, 2004, as filed with the Securities and Exchange
Commission on September 9, 2004, and incorporated by reference herein.(2)
    
    Previously filed as Exhibit 4.2 to Volterra Semiconductor
Corporations Registration Statement on Form S-1/A (No. 333-115614),
as filed with the Securities and Exchange Commission on July 9, 2004,
as amended, and incorporated by reference herein.(3)
    
    Previously filed as Exhibit 10.1 to Volterra Semiconductor
Corporations Current Report on Form 8-K, as filed with the Securities
and Exchange Commission on August 15, 2007, and incorporated by
reference herein.*
    
    The certifications attached as Exhibits 32.1 and 32.2 accompany this
Quarterly Report on Form 10-Q pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002 and shall not be deemed filed by Volterra
Semiconductor Corporation for purposes of Section 18 of the Securities
Exchange Act of 1934, as amended. 37