Table of Contents


UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 


FORM 10-K


 

(Mark One)

 

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

 

For the fiscal year ended December 31, 20120207

 

or

 

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

 

Commission file number: 000-51026

 


Monolithic Power Systems, Inc.

(Exact name of registrant as specified in its charter)


 

Delaware

77-0466789

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification Number)

 

79 Great Oaks Boulevard, San Jose, CA 95119 (408) 826-06005808 Lake Washington Blvd. NE, Kirkland, Washington 98033

(Address of principal executive offices,offices)(Zip Code)

(425) 296-9956

(Registrant’s telephone number, including zip code and telephone number)area code)

 

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

 

Title of each class

Trading Symbol

Name of each exchange on which registered

Common Stock, par value $0.001 Par Valueper share

MPWR

The NASDAQ Global Select Market

 

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

None


 

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act of 1933.Act. Yes     No  ☐ 

 

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 (the “Exchange Act”).Act. Yes     No  ☒

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  ☒    No  ☐

1

 

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  ☐

1

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

  

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

 

Large accelerated filer ☒        Accelerated filer ☐      Non-accelerated filer ☐          

Smaller reporting company ☐       Emerging growth company ☐ 

Accelerated filer ☐

Non-accelerated filer ☐

Smaller reporting company ☐ 

Emerging growth company ☐

 

If an emerging growth company, 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. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒

 

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

 

The aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant, based upon the closing price of the Common Stockcommon stock on the Nasdaq Global Select Market on June 30, 20172020, was $3.1$8.1 billion.*

 

There were 42,132,242 45,621,000 shares of the registrant’s common stock issued and outstanding as of February 21, 2018.22, 2021.

 


 

DOCUMENTS INCORPORATED BY REFERENCE

 

Portions of the registrant’sregistrant’s Proxy Statement for the registrant’s 20182021 Annual Meeting of Stockholders are incorporated by reference into Part III of this Annual Report on Form 10-K to the extent stated herein.where indicated.  The Proxy Statement will be filed with the Securities and Exchange Commission within 120 days of the registrant’s fiscal year ended December 31, 2017.  2020.  

 


 

*

Excludes 8,933,70410,601,000 shares of the registrant’s common stock held by executive officers, directors and stockholders whose ownership exceeds 5% (“affiliates”) of the Common Stockcommon stock outstanding at June 30, 2017.2020.  Exclusion of such shares should not be construed to indicate that any such person possesses the power, direct or indirect, to direct or cause the direction of the management or policies of the registrant or that such person is controlled by or under common control with the registrant.

 

2

 

 

MONOLITHIC POWER SYSTEMS, INC.

TABLE OF CONTENTS

 

 

 

Page

 

 

 

PART I

Item 1.

Business

5

Executive Officers of the Registrant

9

Item 1A.

Risk Factors

10

Item 1B.

Unresolved Staff Comments

25

Item 2.

Properties

26

Item 3.

Legal Proceedings

26

Item 4.

Mine Safety Disclosures

26

 

 

 

Item 1.

PART IIBusiness

5

Information about Executive Officers

10

Item 1A.

Risk Factors

11

Item 1B.

Unresolved Staff Comments

28

Item 2.

Properties

28

Item 3.

Legal Proceedings

28

Item 4.

Mine Safety Disclosures

28

  

PART II

Item 5.

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

2729

Item 6.

Selected Financial Data

29

30

Item 7.

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

30

Item 7A.

Quantitative and Qualitative Disclosures About Market Risk

4140

Item 8.

Financial Statements and Supplementary Data

4341

Item 9.

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

7776

Item 9A.

Controls and Procedures

7776

Item 9B.

Other Information

7976

  

  

  

PART III

 

Item 10.

Directors, Executive Officers and Corporate Governance

7977

Item 11.

Executive Compensation

7977

Item 12.

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

7977

Item 13.

Certain Relationships and Related Transactions, and Director Independence

7977

Item 14.

Principal Accountant Fees and Services

7977

  

  

  

PART IV

 

Item 15.

Exhibits and Financial Statement Schedules

78

Item 16.

Form 10-K Summary

80

 

Signatures

8381

 

3


 

 

FORWARD-LOOKING STATEMENTS

  

This Annual Report on Form 10-K contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, that have been made pursuant to and in reliance on the provisions of the Private Securities Litigation Reform Act of 1995. These statements include, among other things,others, statements concerning:

 

the above-average industry growth of product and market areas that we have targeted,

our plan to increase our revenue through the introduction of new products within our existing product families as well as in new product categories and families,

our belief that we may incur significant legal expenses that vary with the level of activity in each of our current or future legal proceedings,

the effect that liquidity of our investments has on our capital resources,

the continuing application of our products in the consumer, computing and storage, industrial, automotive and communications markets,

estimates of our future liquidity requirements,

the cyclical nature of the semiconductor industry,

protection of our proprietary technology,

business outlook for 2018 and beyond,

the factors that we believe will impact our ability to achieve revenue growth,

the percentage of our total revenue from various market segments,

the above-average industry growth of product and market areas that we have targeted,

 

our plan to increase our revenue through the introduction of new products within our existing product families as well as in new product categories and families,

our belief that we may incur significant legal expenses that vary with the level of activity in each of our current or future legal proceedings,

the effect that liquidity of our investments has on our capital resources,

the continuing application of our products in the computing and storage, automotive, industrial, communications and consumer markets,

estimates of our future liquidity requirements,

the cyclical nature of the semiconductor industry,

the effects of the COVID-19 pandemic on the global economy, the semiconductor industry and our business;

protection of our proprietary technology,

business outlook for 2021 and beyond,

the factors that we believe will impact our business, operations and financial condition, as well as our ability to achieve revenue growth,

the percentage of our total revenue from various end markets,

 

our ability to identify, acquire and integrate the companies, businesses and products, that we acquire and achieve the anticipated benefits from such acquisitions and integrations,

 

 

the impact of the U.S.various tax reform enacted in December 2017laws and regulations on our income tax provision, financial position and cash flows,

our plan to repatriate cash from our subsidiary in Bermuda,

our intention and ability to pay future cash dividends and dividend equivalents, and

the factors that differentiate us from our competitors.

our intention and ability to repurchase shares under our stock repurchase program and pay future cash dividends, and

the factors that differentiate us from our competitors.

 

In some cases, words such as “would,” “could,” “may,” “should,” “predict,” “potential,” “targets,” “continue,” “anticipate,” “expect,” “intend,” “plan,” “believe,” “seek,” “estimate,” “project,” “forecast,” “will,” the negative of these terms or other variations of such terms and similar expressions relating to the future identify forward-looking statements. All forward-looking statements are based on our current outlook, expectations, estimates, projections, beliefs and plans or objectives about our business and our industry.industry, including our expectations regarding the potential impacts of the COVID-19 pandemic on our business. These statements are not guarantees of future performance and are subject to risks and uncertainties. Actual events or results could differ materially and adversely from those expressed in any such forward-looking statements. Risks and uncertainties that could cause actual results to differ materially include those set forth throughout this Annual Report on Form 10-K and, in particular, in the section entitled “Item 1A. Risk Factors.” Except as required by law, we disclaim any duty to, and undertake no obligation to, update any forward-looking statements, whether as a result of new information relating to existing conditions, future events or otherwise or to release publicly the results of any future revisions we may make to forward-looking statements to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events. Readers are cautioned not to place undue reliance on such statements, which speak only as of the date of this Annual Report on Form 10-K. Readers should carefully review future reports and documents that we file from time to time with the Securities and Exchange Commission (“SEC”), such as our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and any Current Reports on Form 8-K. 

 

Except as the context otherwise requires, the terms “Monolithic Power Systems”, “MPS”, “Registrant”, “Company”, “we”, “us”,Systems,” “MPS,” “Registrant,” ���Company,” “we,” “us,” or “our” as used herein are references to Monolithic Power Systems, Inc. and its consolidated subsidiaries.

  

PART I

 

ITEM 1.    BUSINESS

BUSINESS

 

General

 

Monolithic Power Systems (“MPS”) is a leading semiconductor company that designs, develops and markets high-performance power solutions. FoundedIncorporated in 1997, MPS’sour core strengths include deep system-level and applications knowledge, strong analog design expertise and innovative proprietary process technologies. These combined strengths enable MPSus to deliver highly integrated monolithic products that offer energy efficient,energy-efficient, cost-effective, easy-to-use solutions for systems found in consumer, computing and storage, automotive, industrial, automotivecommunications and communications consumer applications. MPS'sOur mission is to reduce total energy consumption in its customers'our customers’ systems with green, practical and compact solutions. We believe that we differentiate ourselves by offering solutions that are more highly integrated, smaller in size, more energy-efficient, more accurate with respect to performance specifications and, consequently, more cost-effective than many competing solutions. We plan to continue to introduce new products within our existing product families, as well as in new innovative product categories.

 

MPSOur principal executive office is headquarteredlocated in San Jose, California and hasKirkland, Washington. We have over 1,5002,200 employees worldwide, with locations in Asia (primarily in China, India, Japan, Korea, Singapore Taiwan,and Taiwan), Europe (primarily in France, Germany, Spain, Switzerland and the United StatesKingdom), and Europe.the United States.

 

Industry Overview

 

Semiconductors comprise the basic building blocks of electronic systems and equipment. Within the semiconductor industry, components can be classified either as discrete devices, such as individual transistors or integrated circuits (“ICs”), in which a number of transistors and other elements are combined to form a more complicated electronic circuit. ICs can be further divided into three primary categories: digital, analog, and mixed-signal. Digital ICs, such as memory devices and microprocessors, can store or perform arithmetic functions on data that is represented by a series of ones and zeroes. Analog ICs, in contrast, handle real world signals such as temperature, pressure, light, sound, or speed. In addition, analog ICs also perform power management functions, such as regulating or converting voltages, for electronic devices. Mixed-signal ICs combine digital and analog functions onto a single chip and play an important role in bridging real world to digital systems.

 

Analog and Mixed-Signal Markets.  We focus on the market for high performance analog and mixed-signal ICs. High performance products generally are differentiated by functionality and performance factors, which include integration of higher levels of functionality onto a single chip, greater precision, higher speed and lower heat and noise. There are several key factors that distinguish the analog and mixed-signal IC markets and in particular the high performance portion of the analog and mixed signal IC market, from digital IC markets. These factors include longer product life cycles, numerous market segments, technology that is difficult to replicate, relative complexity of design and process technology,technologies, importance of experienced design engineers, lower capital requirements and diversity of end markets.  We have targeted product and market areas that we believe have the ability to offer above-average growth over the long term compared to the semiconductor industry as a whole.

 

End Markets and Applications

 

We currently targetdesign and develop our products infor the consumer, computing and storage, automotive, industrial, automotivecommunications and communicationsconsumer markets, with the consumercomputing and storage market representing the largest portion of our revenue.revenue in 2020. The following table is a brief summary of the various end market applications offor our products, in each end market, and such market'sthose markets’ contribution as a percentage of our total revenue: 

 

    

Percentage of Total Revenue

End Markets

 

Applications

 

2017

 

2016

 

2015

●  Consumer

Set-top boxes, monitors, gaming, lighting, chargers, home appliances, cellular handsets, digital video players, GPS, televisions, stereos and cameras.

 

40.3%

 

39.5%

 

43.6%

●  Computing and storageStorage networks, computers and notebooks, printers, servers and workstations. 21.4% 20.7% 17.0%
●  IndustrialPower sources, security, point-of-sale systems, smart meters and other industrial equipment. 13.4% 14.4% 13.8%
●  AutomotiveInfotainment, safety and connectivity applications 11.4% 8.7% 6.1%
●  CommunicationsNetworking and telecommunication infrastructure, routers and modems, wireless access points and voice over IP. 13.5% 16.7% 19.5%
    

Percentage of Total Revenue

 

End Markets

 

Applications

 

2020

  

2019

  

2018

 

Computing and storage

 

Storage networks, computers and notebooks, printers, servers and workstations

  30.0%  30.1%  27.3%

Automotive

 

Infotainment, safety and connectivity applications

  12.9%  14.4%  13.8%

Industrial

 

Power sources, security, point-of-sale systems, smart meters and other industrial equipment

  14.2%  15.8%  15.2%

Communications

 

Networking and telecommunication infrastructure, routers and modems, wireless access points and voice over IP

  16.8%  13.5%  12.1%

Consumer

 

Set-top boxes, monitors, gaming, lighting, chargers, home appliances, cellular handsets, wearables, digital video players, GPS, televisions, stereos and cameras

  26.1%  26.2%  31.6%

 

 

Product Families

 

Our proprietary process technologies enable us to design and deliver smaller, single-chip power management ICs. These technologies simplify the design process, and are applicable across a wide range of analog applications within theconsumer, computing and storage, automotive, industrial, automotivecommunications and communicationsconsumer markets. Our product families are differentiated with respect to their high degree of integration and strong levels of accuracy and efficiency, making them cost-effective relative to many competing solutions. Our key product families include the following:

 

Direct Current (DC)(“DC”) to DC Products. DC to DC ICs are used to convert and control voltages within a broad range of electronic systems, such as portable electronic devices, wireless LAN access points, computers and notebooks, monitors, automobilesinfotainment applications and medical equipment. We believe that our DC to DC products are differentiated in the market, particularly with respect to their high degree of integration, high voltage operation, high load current, high switching speed and small footprint. These features are important to our customers as they result in fewer components, a smaller form factor, more accurate regulation of voltages, and, ultimately, lower system cost and increased reliability through the elimination of many discrete components and power devices. The DC to DC product family accounted for 92%95%, 90%94% and 90%92% of our total revenue in 2017, 20162020, 2019 and 2015,2018, respectively. 

  

Lighting Control Products. Lighting control ICs are used in backlighting and general illumination products. Lighting control ICs for backlighting are used in systems that provide the light source for LCD panels typically found in notebook computers and notebooks, monitors, car navigation systems and televisions. Backlighting solutions are typically either white light emitting diode lighting sources or cold cathode fluorescent lamps. In addition to alternating current/direct current, or AC/DC, offline solutions for lighting illumination applications, we also offer AC/DC power conversion solutions for a diverse number of end products that plug into a wall outlet. The Lighting Control product family accounted for 8%5%, 10%6% and 10%8% of our total revenue in 2017, 20162020, 2019 and 2015,2018, respectively.

 

In the future, we plan to continue to introduce additional new products within our existing product families, as well as expand our newer product families. Our ability to achieve revenue growth will depend in part upon our ability to enter new market segments, gain market share, grow in regions outside of China, Taiwan and other Asian markets, expand our customer base and continue to secure manufacturing capacity.

 

Customers, Sales and Marketing

 

We sell our products through third-party distributors, value-added resellers and directly to original equipment manufacturers (OEMs)(“OEMs”), original design manufacturers (ODMs)(“ODMs”), and electronic manufacturing service (EMS) providers.(“EMS”) providers and other end customers. Our third-party distributors are subject to distribution agreements with us, which allow the distributordistributors to sell our products to end customers and other resellers.  Distributors sell our products to end customers which includeresellers, including OEMs, ODMs or EMS providers.  Our value-added resellers may second source our products and provide other services to customers. ODMs typically design and manufacture electronic products on behalf of OEMs, and EMS providers typically provide manufacturing services for OEMs and other electronic product suppliers.  

 

Sales to our largest distributordistributor accounted for 17%24% of our total revenue in 2017,2020, 23% in 2019, and 22% in 2016, and 24% in 2015.2018. In addition, one other distributor accounted for 10%11% of our total revenue in 2017.2020 and 10% in 2018. No other distributors or end customers accounted for more than 10% of our full-year, total revenue in any of the periods presented.

 

Current distribution agreements with several of our major distributors provide that each distributor has the non-exclusive right to sell and use its best efforts to promote and develop a market for our products. These agreements provide that payment for purchases from us will generally occur within 30 to 4590 days from the date of invoice. In addition, we allow for limited stock rotation in certain agreements.

  

We have sales offices located in China, India, Japan, Korea, Singapore, Taiwan, the United States and throughout Europe. Our products typically require a highly technical sales and applications engineering effort where we assist our customers in the design and use of our products in their application. We maintain a staff of applications engineers who work directly with our customers’ engineers in the development of their systems’ electronics containing our products.

 

Because our sales are primarily billed and payable in United States dollars, our sales are generally not subject to fluctuating currency exchange rates. However, because a majority of our revenue is attributable to sales to customers in Asia, changes in the relative value of the dollar may create pricing pressures for our products. For the years ended December 31, 2017, 2016In 2020, 2019 and 2015,2018, our revenue from sales to customers in Asia was 89%, 91% and 91%, 89% and 88%, respectively.

 

Our sales are made primarily pursuant to standard individual purchase orders. Our backlog consists of orders that we have received from customers which have not yet shipped. Because orders in backlog are subject to cancellation or postponement, and backlog at any particular date is not necessarily representative of actual sales for any succeeding period, we believe that our backlog is not necessarily a reliable indicator of future revenues.revenue.

 

 

Our manufacturing lead times are generally 816 to 1626 weeks and we often build inventory in advance of customer orders based on our forecast of future customer orders. This subjects us to certain risks, most notably the possibility that sales will not meet our forecast, which could lead to inventories in excess of demand. If excess inventory exists, it may be necessary for us to sell it at a substantial discount, take a significant write-down or dispose of it altogether, all of which would negatively affect our profit margins. In addition, in response to market conditions, we may slow the rate of manufacturing our products, which could result in insufficient inventory levels if we underestimate the demand for our products.

 

We operate in the cyclical semiconductor industry where there is seasonal demand for certain of our products. While we are not immune from current and future industry downturns, we have targeted product and market areas that we believe have the ability to offer above average industry performance over the long term.

 

Research and Development

 

We have assembled a qualified team of engineers primarily in China, Spain, Taiwan and the United States, and China with core competencies in analog and mixed-signal design. Through our research and development efforts, we have developed a collection of intellectual property and know-how that we are able to leverage across our products and markets. These include the development of high efficiency power devices, the design of precision analog circuits, expertise in mixed-signal integration and the development of proprietary semiconductor process technologies.

 

Our research and development efforts are generally targeted at three areas: systems architecture, circuit design and implementation, and process technology.technologies. In the area of systems architecture, we are exploring new ways of solving our customerscustomers’ system design challenges and are investing in the development of systems expertise in new markets and applications that align well with our core capabilities. In the area of circuit design and implementation, our initiatives include expanding our portfolio of products and adding new features to our products. In the area of process technology,technologies, we are investing research and development resources to provide leading-edge analog power processes for our next generation of integrated circuits. Process technology is atechnologies are key strategic componentcomponents to our future growth. 

Our research and development expenses totaled $82.4 million, $73.6 million and $65.8 million for the years ended December 31, 2017, 2016 and 2015, respectively.

 

Patents and Intellectual Property Matters

 

We rely on our proprietary technologies, which include both our proprietary circuit designs for our products and our proprietary manufacturing process technologies. Our future success and competitive position depend in part upon our ability to obtain and maintain protection of our proprietary technologies.

 

In general, we have elected to pursue patent protection for aspects of our circuit and device designs that we believe are patentable and to protect our manufacturing process technologies by maintaining those process technologies as trade secrets. As of December 31, 2017,2020, we had 1,1451,327 patents/applications issued or pending, of which 360475 patents have been issued in the United States. Our issued patents are scheduled to expire at various times through December 2037.2039. Our patents are material to our business, but we do not rely on any one particular patent for our success. We also rely on a combination of nondisclosure agreements and other contractual provisions, as well as our employees’ commitment to confidentiality and loyalty, to protect our technology, know-how and processes. We also seek to register certain of our trademarks as we deem appropriate. We have not registered any of our copyrights and do not believe registration of copyrights is material to our business. Despite precautions that we take, it may be possible for unauthorized third parties to copy aspects of our current or future technology or products or to obtain and use information that we regard as proprietary. There can be no assurance that the steps we take will be adequate to protect our proprietary rights, that our patent applications will lead to issued patents, that others will not develop or patent similar or superior products or technologies, or that our patents will not be challenged, invalidated or circumvented by others. Furthermore, the laws of the countries in which our products are or may be developed, manufactured or sold may not protect our products and intellectual property rights to the same extent as laws in the United States. Our failure to adequately protect our proprietary technologies could materially harm our business.

 

The semiconductor industry is characterized by frequent claims of infringement and litigation regarding patent and other intellectual property rights. Patent infringement is an ongoing risk, in part because other companies in our industry could have patent rights that may not be identifiable when we initiate development efforts. Litigation may be necessary to enforce our intellectual property rights, and we may have to defend ourselves against infringement claims. Any such litigation could be very costly and may divert our management resources. Further, we have agreed to indemnify certain of our customers and suppliers in some circumstances against liability from infringement by our products. In the event any third party were to make an infringement claim against us or our customers, we could be enjoined from selling selected products,, could be required to indemnify our customers or suppliers, or could pay royalties or other damages to third parties. If any of our products are found to infringe and we are unable to obtain necessary licenses or other rights on acceptable terms, we would either have to change our product so that it does not infringe or stop making the infringing product, which could have a material adverse effect on our operating results, financial condition and cash flows.

 

 

Manufacturing

 

We utilize a fabless business model, working with third parties to manufacture and assemble our ICs. This fabless approach allows us to focus our engineering and design resources on our strengths and to reduce our fixed costs and capital expenditures. In contrast to many fabless semiconductor companies, which utilize standard process technologies and design rules established by their foundry partners, we have developed our own proprietary process technologies and collaborate with our foundry partners to install our technologies on their equipment in their facilities for use solely on our behalf. This close collaboration and control over the manufacturing process has historically resulted in favorable yields and product performance for our ICs.

 

We currently contract with fourseveral suppliers to manufacture our wafers in foundries located in China, Taiwan and Korea. Once our silicon wafers have been produced, they are shipped to our facility in Chengdu, China for wafer sort, which is a testing process performed to identify non-functioning dies. Our semiconductor products are then assembled and packaged by independent subcontractors in China and Malaysia. The assembled ICs are then sent either for final testing at our Chengdu facility, or to other turnkey providers who perform final testing based on our standards prior to shipping to our customers.

 

In September 2004, we entered into a lease arrangement forWe have a 60,000 square-foot manufacturing facility located in Chengdu, China. In September 2015, we exercised our optionChina, which enables us to purchase the facility and the transaction was completed in January 2016. The facility has been fully operational since 2006 and we have benefittedbenefit from shorter manufacturing cycle times and lower labor and overhead costs compared to our operations prior to the use of the facility.costs. We have expanded our product testing capabilities in this facility and are able to take advantage of the rich pool of local engineering talent to expand our manufacturing support and engineering operations. In addition, we constructed a 150,000 square-foot research and development facility in Chengdu, China, which was put into operation in October 2010.

Key Personnel and Employees

Our performance is substantially dependent on the performance of our executive officers and key employees. Due to the relative complexity of the design of our analog and mixed-signal ICs, our engineers generally have more years of experience and greater circuit design aptitude than the more prevalent digital circuit design engineer. Analog engineers with advanced skills are limited in number and difficult to replace. The loss of the services of key officers, managers, engineers and other technical personnel would materially harm our business. Our future success will depend, in part, on our ability to attract, train, retain, and motivate highly qualified technical and managerial personnel.  We may not be successful in attracting and retaining such personnel. Our employees are not represented by a collective bargaining organization, and we have never experienced a work stoppage or strike. Our management considers employee relations to be good. As of December 31, 2017, we employed 1,534 employees primarily located in China, India, Japan, Korea, Singapore, Taiwan, the United States and Europe, compared with 1,417 employees as of December 31, 2016.

 

Competition

 

The analog and mixed-signal semiconductor industry is highly competitive, and we expect competitive pressures to continue. Our ability to compete effectively and to expand our business will depend on our ability to continue to recruit both applications engineering and design engineering personnel, our ability to introduce new products, and our ability to maintain the rate at which we introduce these new products. Our industry is characterized by decreasing unitaverage selling prices over the life of a product. We compete with domestic and international semiconductor companies, many of which have substantially greater financial and other resources with which to pursue engineering, manufacturing, marketing, and distribution of their products and, in some cases, have a broader number of product offerings that may enable them to more effectively market and sell to customers. We are in direct and active competition, with respect to one or more of our product lines, with at least 10several manufacturers of such products, of varying size and financial strength. We consider our primary competitors to include Analog Devices, Infineon Technologies, Intersil (acquired by Renesas Electronics in 2017), Linear Technology (acquired by Analog Devices in 2017), Maxim Integrated Products, NXP Semiconductors, (pending acquisition by Qualcomm), ON Semiconductor, Power Integrations, Renesas Electronics, ROHM Semiconductor, Semtech and Texas Instruments.

 

We expect continued competition from existing competitors as well as competition from new entrants into the semiconductor market. We believe that we are competitive in the markets in which we sell, particularly because our ICs typically are smaller in size, are highly integrated, possess higher levels of power management functionalities and achieve high performance specifications at lower price points than most of our competition. However, there is no assurance that our products will continue to compete favorably or that we will be successful in the face of increasing competition from new products and enhancements introduced by existing competitors or new companies entering this market. In addition, there has recently been a high level of consolidation in the semiconductor industry. If these or future acquisitions are successful, competition may intensify and our competitors may have additional resources to compete against us.

  

Seasonality

Our revenue and operating results tend to vary seasonally. Historically, our revenue has generally been higher in the second half of the year than in the first half, although various factors, such as market conditions and the timing of key product introductions, could impact this trend.

Government Regulations

We are subject to international, federal and local legislation, regulations, and other requirements relating to the discharge of substances into the environment; the treatment, transport, and disposal of hazardous wastes; recycling and product packaging; worker health and safety; and other activities affecting the environment, our workforce, and the management of our manufacturing operations. We believe that our operations and facilities comply in all material respects with applicable environmental laws and worker health and safety laws.

 

GeographicalWe are also subject to import/export controls, tariffs, and Segment Informationother trade-related regulations and restrictions in the countries in which we have operations or otherwise do business. In recent years, these controls, tariffs, regulations, and restrictions have had, and we believe may continue to have, a material impact on our business, including our ability to sell products and to manufacture or source components.

 

Please referGovernment regulations can be complex and are subject to the geographical and segment information in Note 17 to our consolidated financial statementschange in the section entitledfuture, and accordingly, we are unable to assess the possible effect of compliance with future requirements. Our efforts to comply with these government regulations could have material impacts on our capital expenditures and operating expenses, resource allocation, competitive position, or financial condition, though the magnitude and duration of such impacts are uncertain and difficult to quantify. Refer to “Item 8. Financial Statements and Supplemental Data.”

Please refer to the1A. Risk Factors” for further discussion of material risks related to government policies and regulations on environmental laws, international trade policies and restrictions, including tariffs on imports of foreign goods and regulations restricting the export of goods and services between the U.S. and China.

   Human Capital

Our performance is substantially dependent on the performance of our foreign operationsexecutive officers and key employees. Due to the relative complexity of the design of our analog and mixed-signal ICs, our engineers generally have many years of experience and greater circuit design aptitude. Analog engineers with advanced skills are limited in number and difficult to replace. The loss of the services of key officers, managers, engineers and other technical personnel would materially harm our business. Our future success depends, in part, on our ability to attract, train, retain, and motivate highly qualified technical and managerial personnel. We may not be successful in attracting and retaining such personnel. Our employees are not represented by a collective bargaining organization, and we have never experienced a work stoppage or strike. As of December 31, 2020, we employed 2,209 employees primarily located in Asia, Europe and the United States, compared with 2,002 employees as of December 31, 2019.

Competition for talent in the section entitled “Item 1A: Risk Factors.”semiconductor industry is strong, and compensation is critical to our recruiting and retention philosophy, especially given our rapid growth and our need to attract talented employees with a broad range of skills. Our total compensation packages are competitive, fair, and structured to encourage employees to invest in our future. Our employee benefits programs include a combination of supplemental benefits including paid time off for holidays and vacations, health insurance and other plan benefits.

 

We are an equal-opportunity employer, and we make employment decisions based on merit and business needs. We are committed to providing a healthy and safe environment for all our workers. Our Worker Health and Safety Plan is certified to ISO45001 standards, the world’s voluntary, international standard for occupational health and safety. We believe that certifying to these standards enables our company to provide safe and healthy workplaces by preventing work-related injury and health issues.

Available Information

 

We were incorporated in California in 1997 and reincorporated in Delaware in November 2004. Our executive offices are located at 79 Great Oaks Boulevard, San Jose, California 95119. Our telephone number is (408) 826-0600. Our e-mail address is investors@monolithicpower.com, and our website is www.monolithicpower.com. Our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, current reports on Form 8-K, and amendments to those reports that are filed or furnished pursuant to Sections 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, are available free of charge. They may be obtained from our website at www.monolithicpower.com under “Investor Relations” as soon as reasonably practicable after we electronically file such materialdocuments with, or furnish itthem to, the Securities and Exchange Commission,SEC, or at the SEC website at www.sec.gov. We also make available on our website the charters for our audit committee, compensation committee, and nominating and corporate governance committee, our code of ethics, our director voting policy and our code of social responsibility. In addition, we intend to disclose on our website any amendments to, or waivers from, our codes of business conduct, our code of social responsibility and our report on environment, social responsibility and governance.  Information contained on our website is not a part of this Annual Report on Form 10-K.

 

Information About Executive Officersof the Registrant

 

Information regarding our executive officers as of March 1, 20182021 is as follows:

 

Name

Age

Position

Michael Hsing

5861

President, CEOChief Executive Officer and Director

Bernie Blegen

6063

Vice President and Chief Financial Officer

Deming Xiao

5558

President of Asia Operations

Maurice Sciammas

5861

Senior Vice President of Worldwide Sales and Marketing

Saria Tseng

4750

Vice President, Strategic Corporate Development, General Counsel and Corporate Secretary



Michael Hsing has served on our Board of Directors and has served as our President and Chief Executive Officer since founding MPS in August 1997. Prior to founding MPS, Mr. Hsing was a Senior Silicon Technology Developer at several analog IC companies, where he developed and patented key technologies, which set new standards in the power electronics industry. Mr. Hsing is an inventor on numerous patents related to the process development of bipolar mixed-signal semiconductor manufacturing. Mr. Hsing holds a B.S.E.E. from the University of Florida.

 

Bernie Blegen has served as our Chief Financial Officer since July 2016 and is responsible for finance, accounting, tax, treasury and investor relations. From August 2011 to June 2016, Mr. Blegen served as our Corporate Controller. Prior to joining MPS, Mr. Blegen held a number of executive finance and accounting positions for other publicly traded technology companies, including Xilinx, Inc. and Credence Systems. Mr. Blegen is a CPA and holds a B.A. from the University of California, Santa Barbara.

 

Deming Xiao has served as our President of Asia Operations since January 2008. Since joining us in May 2001, Mr. Xiao has held several executive positions, including Foundry Manager and Senior Vice President of Operations. Before joining MPS, from June 2000 to May 2001, Mr. Xiao was Engineering Account Manager at Chartered Semiconductor Manufacturing, Inc. Prior to that, Mr. Xiao spent six years as the Manager of Process Integration Engineering at Fairchild Imaging Sensors. Mr. Xiao holds a B.S. in Semiconductor Physics from Sichuan University, Chengdu, China and an M.S.E.E. from Wayne State University.

 

Maurice Sciammas has served as our Senior Vice President of Worldwide Sales and Marketing since 2007. Mr. Sciammas joined MPS in July 1999 and served as Vice President of Products and Vice President of Sales (excluding greater China) until he was appointed to his current position. Before joining MPS, he was Director of IC Products at Supertex from 1990 to 1999. He has also held positions at Micrel, Inc. He holds a B.S.E.E. degree from San Jose State University.

 

Saria Tseng has served as our Vice President, General Counsel and Corporate Secretary since 2004 and additionally as our Vice President, Strategic Corporate Development since 2009. Ms. Tseng joined the Company from MaXXan Systems, Inc., where she was also Vice President and General Counsel from 2001 to 2004. Previously, Ms. Tseng was an attorney at Gray Cary Ware & Freidenrich, LLP and Jones, Day, Reavis & Pogue. Ms. Tseng is a member of the state bar in both California and New York and is a member of the bar association of the Republic of China (Taiwan). Ms. Tseng currently serves on the Board of Directors of Super Micro Computer, Inc., a global leader in high performance server technology. Ms. Tseng holds Masters of Law degrees from the University of California at Berkeley and the Chinese Culture University in Taipei.

 

 

ITEM 1A. RISK FACTORS

 

Our business involves numerous risks and uncertainties. You should carefully consider the risks described below, together with all of the other information in this Annual Report on Form 10-K and other filings with the Securities and Exchange CommissionSEC in evaluating our business. If any of the following risks actually occur, our business, financial condition, operating results, and growth prospects would likely be materially and adversely affected. In such an event, the trading price of our common stock could decline, and you could lose all or part of your investment in our common stock. Our past financial performance should not be considered to be a reliable indicator of future performance, and investors should not use historical trends to anticipate results or trends in future periods. These risks involve forward-looking statements and our actual results may differ substantially from those discussed in these forward-looking statements.

 

The future trading price of our common stock could be subject to wide fluctuations in response to a variety of factors.Risk Factors Summary

 

The future trading pricefollowing summary description sets forth an overview of the material risks we are exposed to in the normal course of our common stock is likelybusiness activities. The summary does not purport to be highly volatilecomplete and could be subject to wide fluctuationsis qualified in response to various factors, many of which are beyond our control, including:

our results of operations and financial performance;

general economic, industry and market conditions worldwide;

our ability to outperform the market, and outperform at a level that meets or exceeds our investors’ expectations;

whether our guidance meets the expectations of our investors;

the depth and liquidity of the market for our common stock;

developments generally affecting the semiconductor industry;

commencement of or developments relating to our involvement in litigation;

investor perceptions of us and our business strategies;

changes in securities analysts’ expectations or our failure to meet those expectations;

actionsits entirety by institutional or other large stockholders;

terrorist acts or acts of war;

actual or anticipated fluctuations in our results of operations;

actual or anticipated manufacturing capacity limitations;

developments with respect to intellectual property rights;

introduction of new products by us or our competitors;

our sale of common stock or other securities in the future;

conditions and trends in technology industries;

our loss of key customers;

changes in market valuation or earnings of our competitors;

any mergers, acquisitions or divestitures of assets undertaken by us;

government debt default;

government policies and regulations on international trade restrictions and corporate taxes, including the impact of the tax legislation, commonly referred to as the U.S. Tax Cuts and Jobs Act, enacted in December 2017 (the “2017 Tax Act”);

our ability to develop new products, enter new market segments, gain market share, manage litigation risk, diversify our customer base and successfully secure manufacturing capacity;

our ability to increase our gross margins;

market reactions to guidance from other semiconductor companies or third-party research groups;

market reactions to merger and acquisition activities in the semiconductor industry, and rumors or expectations of further consolidation in the industry;

investments in sales and marketing resources to enter new markets;

costs of increasing wafer capacity and qualifying additional third-party wafer fabrication facilities;

our ability to repurchase shares under our stock repurchase program and pay quarterly cash dividends to stockholders; and,

changes in the estimation of the future size and growth rate of our markets.

In addition, the stock market often experiences substantial volatility that may be unrelatedreference to the operating performance of particular companies. These broad market fluctuations may adversely affectfull risk factor discussion immediately following this summary description. We encourage you toread the trading price of our common stock.

We expect our operating results to fluctuate from quarter to quarter and year over year, which may make it difficult to predict our future performance and could cause our stock price to decline and be volatile.full risk factor discussion carefully.

 

Our revenue expenses, and results of operationsexpenses are difficult to predict, have varied significantly in the past and will continue to fluctuate significantly in the future due to a number of factors,numerous risks and uncertainties, many of which are beyond our control. We expect fluctuations to continue forAs a numberresult, we may not be profitable on a quarterly or annual basis. Our business, results of reasons, including:operations and financial condition, as well as your investment in our common stock, could be materially and adversely affected by any of the following material risks:  

 

changes in general demand for electronic products as a result of worldwide macroeconomic conditions;

the effect of epidemics and pandemics, such as the COVID-19 pandemic, on our business;

 

changes in business conditions at our distributors, value-added resellers and/or end-customers;

changes in general economic conditions in the countries where our products are sold or used, in particular China;

 

changes in general economic conditions in the countries where our products are sold or used;

our dependence on the Asian markets for our customer base and our significant manufacturing operations in China, which may expose us to political, cultural, regulatory, economic, foreign currency and operational risks;

 

the timing of developments and related expenses in our litigation matters;

the impact of extensive Chinese government regulation on us and our manufacturing partners;

 

the loss of key customers or our inability to attract new customers due to customer and prospective customer concerns about being litigation targets;

changes in international trade policy, such as tariffs on imports of foreign goods and regulations restricting the export of goods and services, between the U.S. and China;

 

continued dependence on turns business (orders received and shipped within the same fiscal quarter);

adverse movements in foreign exchange rates, including the Renminbi;

 

continued dependence on the Asian markets for our customer base;

our ability to experience grow rates comparable to past years;

 

increases in assembly costs due to commodity price increases, such as the price of gold;

changes in general demand for electronic products as a result of worldwide macroeconomic conditions, and the seasonality and variability in the end markets that we serve;

 

the timing of new product introductions by us and our competitors;

our ability to accurately forecast sales and expenses due to the nature of our business as a component supplier;

 

changes in our revenue mix between original equipment manufacturers (“OEMs”), original design manufacturers (“ODMs”), distributors and value-added resellers;

our and our competitors’ ability to timely develop and introduce new products, and the acceptance of our new products in the marketplace;

 

changes in product mix, product returns, and actual and potential product liability;

our dependency on a limited number of customers, including distributors, for a significant portion of our revenue;

 

the acceptance of our new products in the marketplace;

potential product liability risks due to defects or failures to meet specifications;

 

our ability to develop new process technologies and achieve volume production;

lengthy sales cycles for our products balanced against the fixed nature of a substantial portion of our expenses;

 

our ability to meet customer product demand in a timely manner;

availability of adequate manufacturing capacity from our suppliers, and our ability to increase product sales and revenue resulting from capacity issues;

 

the scheduling, rescheduling, or cancellation of orders by our customers;

increases in unanticipated costs as a result of increasing manufacturing capacity;

 

the cyclical nature of demand for our customers’ products;

our dependency on third-party suppliers for wafer purchases and potential increases in prices for wafers due to general capacity shortages;

 

fluctuations in our estimate for stock rotation reserves;

our ability to deliver products on a timely basis due to disruptions in our relationships with assembly and test subcontractors;

 

our ability to manage our inventory levels, including the levels of inventory held by our distributors;

our ability to manage our inventory levels, including the levels of inventory held by our distributors;

increases in manufacturing costs due to commodity price increases;

 

11


product obsolescence;

seasonality and variability in the consumer, computing and storage, industrial, automotive and communications markets;

the availability of adequate manufacturing capacity from our outside suppliers;

increases in prices for finished wafers due to general capacity shortages;

the potential loss of future business resulting from capacity issues;

changes in manufacturing yields;

 

the highly cyclical nature of the semiconductor industry, and increased competition due to industry consolidation;

 

competition from companies with greater financial and technological resources and customers developing products internally;

the impact of system upgrades, cyber attacks or other system security, data protection and privacy breaches on our business operations;

movements in foreign exchange rates, interest rates or tax rates;our significant investment of resources on research and development;

 

our ability to realize the anticipated benefits of any business acquisitions and other strategic investments;

therisks associated with financial reporting, including the impact of the 2017 Tax Actnew tax laws on our income tax provision and cash flows; andtax planning;

 

stock-based compensation charges primarily resulting from performance and market-based equity awards granted to our employees.

our failure to comply with various governmental laws and regulations;

 

our ability to successfully defend ourselves in legal proceedings and protect our intellectual property, and the significant increase in legal expenses as a result of such proceedings;

Due

the loss of key personnel; and

risks associated with owning our stock, including volatility in our trading price due to the factors noted above and other risks described in this section, many of which are beyond our control, you should not rely on quarter-to-quarter or year-over-year comparisons to predict our future financial performance. Unfavorable changes in any of the above factors may seriously harm our business and financial performance, analyst downgrades, elimination of our dividend program, and dilution from issuance of additional shares.

Risks Associated with Global Pandemics on Our Business

The effects of global pandemics such as COVID-19 could adversely affect our business, results of operations and may cause our stock price to decline and be volatile.financial condition.

 

We face various risks related to epidemics and pandemics, including the global outbreak of COVID-19 first identified in December 2019. In March 2020, the World Health Organization characterized the COVID-19 outbreak as a pandemic. Since then, governments around the world have imposed various mandatory measures and the private sectors have taken actions in an effort to combat the spread of the disease, such as travel restrictions, quarantines and business shutdowns. In addition, the U.S. government has declared a state of emergency or similar disaster declaration, and many states, including Washington and California where we have substantial operations, have enacted shelter-in-place or similar restrictive orders. These events have led to significant disruptions and uncertainties in the global economy and in the financial markets, which could materially and adversely affect our financial condition and results of operations. Uncertainties regarding the economic impact of the pandemic is likely to result in sustained market turmoil and could adversely impact the semiconductor industry, which could in turn negatively and materially impact our business, financial condition and results of operations.

The extent of the impact of the pandemic on our operational and financial performance will depend on numerous evolving developments, including the duration and magnitude of the pandemic, and the effects on our customers, employees, suppliers and other partners, all of which are uncertain and difficult to predict at this time. A sustained or prolonged outbreak could exacerbate the adverse impact on our business, which may include:

unpredictability in demand, pricing and costs for our products, and losses of significant contracts or key customers as a result of a global economic downturn caused by the pandemic;

our ability to accurately forecast our results of operation, including products sales and market demand for our products;

negative impacts on our business operations, including reductions or delays in production levels, qualification activities with our customers, and valuation of our inventory due to changes in forecasted demand and our outlook on market conditions;

disruptions to our distribution channels and supply chain in connection with the sourcing of materials from geographic areas that have been impacted by the pandemic;

facility closures and increased costs resulting from work-from-home and other measures we have enacted at certain of our locations around the world to mitigate the impact of the pandemic and protect our employees' health and well-being; and

losses on our investments due to defaults on payments by the issuers, write-offs of our accounts receivable due to defaults and insolvency, or significant delays in payments by our customers.

We are working with our stakeholders, including customers, suppliers and employees, to address the impact of this global pandemic. We continue to monitor the situation, to assess further possible implications to our business, supply chain and customers, and to take actions in an effort to mitigate adverse consequences. Should such disruption continue for an extended period of time, or if and when the pandemic ends, the resumption of normal business operations may be delayed or constrained by lingering effects of the pandemic (including limitations imposed by governmental authorities on our ability to return to normal operating practices). These effects, alone or taken together, could have a material adverse impact on our business, results of operations or financial condition.

Risks Associated with Our Significant Operations in Asia, in Particular China

Our business has been and may be significantly impacted by worldwide economic conditions.conditions, in particular changing economic conditions in China.

 

In recent years, global credit and financial markets experienced disruptions, and may experience disruptions in the future, including diminished liquidity and credit availability, declines in consumer confidence, declines in economic growth, increases in unemployment rates, and uncertainty about economic stability. Economic uncertainty affects businesses such as ours in a number of ways, making it difficult to accurately forecast and plan our future business activities. The tightening of credit in financial markets may lead consumers and businesses to postpone spending, which may cause our customers to cancel, decrease or delay their existing and future orders with us. In addition, financial difficulties experienced by our suppliers or distributors could result in product delays, increased accounts receivable defaults and inventory challenges. Volatility in the credit markets could severely diminish liquidity and capital availability.

Demand for our products is a function of the health of the economies in the United States, Europe, China and the rest of the world.Asia. We cannot predict the timing, strength or duration of any economic disruptiondisruptions, such as those resulting from the COVID-19 pandemic, or subsequent economic recovery worldwide, in the United States, in our industry, or in the different markets that we serve. We also may not accurately assess the impact of changing market and economic conditions on our business and operations. These and other economic factors have had, and may in the future have, a material adverse effect on demand for our products and on our financial condition and operating results.

 

WeIn particular, since we have significant operations in China, our business development plans, results of operations and financial condition may not be profitable on a quarterly or annual basis.

Our profitability is dependent on many factors, including:

our sales, which because of our turns business, are difficult to accurately forecast;

the cancellation or rescheduling of our customers’ orders, which may occur withoutmaterially and adversely affected by significant penalty to our customers;

changespolitical, social and economic developments in general demand for electronic products as a result of worldwide macroeconomic conditions;

changesChina. A slowdown in revenue mix between OEMs, ODMs, distributors and value-added resellers;

changeseconomic growth in product mix, and actual and potential product liability;

changes in revenue mix between end market segments (i.e. consumer, computing and storage, industrial, automotive and communications);

our competition, whichChina could adversely impact our selling pricescustomers, prospective customers, suppliers, distributors and our potential sales;

our manufacturing costs, including our ability to negotiate with our vendors and our ability to efficiently run our test facilitypartners in China;

manufacturing capacity constraints;

level of activity in our legal proceedings,China, which could result in significant legal expenses;

the impact of the 2017 Tax Act on our income tax provision and cash flows; and,

stock-based compensation charges primarily resulting from performance and market-based equity awards granted to our employees;

our operating expenses, including general and administrative expenses, selling and marketing expenses, and research and development expenses relating to products that will not be introduced and will not generate revenue until later periods, if at all.

We may not achieve profitability on a quarterly or annual basis in the future. Unfavorable changes in our operations, including any of the factors noted above, may have a material adverse effect on our quarterlyresults of the operations and financial condition. There is no guarantee that economic downturns, whether actual or annual profitability.perceived, any further decrease in economic growth rates or an otherwise uncertain economic outlook in China will not occur or persist in the future, that they will not be protracted, or that governments will respond adequately to control and reverse such conditions, any of which could materially and adversely affect our business, financial condition and results of operations.

 

We derive most of our revenue from direct or indirect sales to customers in Asia and have significant operations in Asia, which may expose us to political, cultural, regulatory, economic, foreign exchange, and operational risks.

We derive most of our revenue from customers located in Asia through direct sales or indirect sales through distribution arrangements and value-added reseller agreements with parties located in Asia. As a result, we are subject to increased risks due to this geographic concentration of business and operations. For the year ended December 31, 2020, 91% of our revenue was from customers in Asia. There are risks inherent in doing business in Asia, and internationally in general, including:

changes in, or impositions of, legislative or regulatory requirements, including tax laws in the U.S. and in the countries in which we manufacture or sell our products, and government action to restrict our ability to sell to foreign customers where sales of products may require export license;

trade restrictions, including restrictions imposed by the United States on trading with parties in foreign countries;

currency exchange rate fluctuations impacting intra-company transactions;

the fluctuations in the value of the U.S. Dollar relative to other foreign currencies, which could affect the competitiveness of our products;

transportation delays;

changes in tax regulations in China that may impact our tax status in Chengdu, Hangzhou and other regions where we have significant operations;

tariffs imposed by China and the United States that may impact our sales;

export controls, trade and economic sanctions and regulations, and other regulatory or contractual limitations on our ability to sell or develop our products in China;

multi-tiered distribution channels that lack visibility to end customer pricing and purchase patterns;

international political relationships and threats of war;

terrorism and threats of terrorism;

epidemics and illnesses, such as the COVID-19 pandemic;

work stoppages and infrastructure problems due to adverse weather conditions or natural disasters;

work stoppages related to employee dissatisfaction;

economic, social and political instability;

longer accounts receivable collection cycles and difficulties in collecting accounts receivables;

enforcing contracts generally; and

less effective protection of intellectual property and contractual arrangements.

If we fail to expand our customer base and significantly reduce the geographic concentration of our customers, we will continue to be subject to the foregoing risks, which could materially and adversely affect our business, financial condition and results of operations.

We and our manufacturing partners are or will be subject to extensive Chinese government regulation, and the benefit of various incentives from Chinese governments that we and our manufacturing partners receive may be reduced or eliminated, which could increase our costs or limit our ability to sell products and conduct activities in China.

We have manufacturing and testing facilities in China and most of our manufacturing partners are located in China. The Chinese government has broad discretion and authority to regulate the technology industry in China. Additionally, China’s government has implemented policies from time to time to regulate economic expansion in China. It exercises significant control over China’s economic growth through the allocation of resources, controlling payment of foreign currency-denominated obligations, setting monetary policy and providing preferential treatment to particular industries or companies.

Personal privacy, cyber security, and data protection are becoming increasingly significant issues in China. To address these issues, the Standing Committee of the National People’s Congress promulgated the Cyber Security Law of the People’s Republic of China (the “Cyber Security Law”), which took effect on June 1, 2017. The Cyber Security Law sets forth various requirements relating to the collection, use, storage, disclosure and security of data, among other things. Various Chinese agencies are expected to issue additional regulations in the future to define these requirements more precisely. These requirements may increase our costs of compliance. We cannot assure you that we will be able to comply with all of these regulatory requirements.Any failure to comply with the Cyber Security Law and the relevant regulations and policies could result in further cost and liability to us and could adversely affect our business and results of operations. Additionally, increased costs to comply with, and other burdens imposed by, the Cyber Security Law and relevant regulations and policies that are applicable to the businesses of our suppliers, vendors and other service providers, as well as our customers, could adversely affect our business and results of operations.

Any additional new regulations or the amendment or modification of previously implemented regulations could require us and our manufacturing partners to change our business plans, increase our costs, or limit our ability to sell products and conduct activities in China, which could adversely affect our business and operating results.

The Chinese government and provincial and local governments also have provided, and continue to provide, various incentives to encourage the development of the semiconductor industry in China. Such incentives include tax rebates, reduced tax rates, favorable lending policies and other measures, some or all of which may be available to our manufacturing partners and to us with respect to our facilities in China. Any of these incentives could be reduced or eliminated by governmental authorities at any time. Any such reduction or elimination of incentives currently provided to us and our manufacturing partners could adversely affect our business and operating results. 

There are inherent risks associated with the operation of our manufacturing and testing facilities in China, which could increase product costs or cause a delay in product shipments.

We have manufacturing and testing facilities in China. We face the following risks, among others, with respect to our operations in China:

inability to hire and maintain a qualified workforce;

inability to maintain appropriate and acceptable manufacturing controls; and

higher than anticipated overhead and other costs of operation.

If we are unable to maintain our facilities in China at fully operational status with qualified workers, appropriate manufacturing controls and reasonable cost levels, we may incur higher costs than our current expense levels, which would affect our gross margins. In addition, if capacity restraints result in significant delays in product shipments, our business and results of operations would be adversely affected.

We are subject to export laws, trade policies and restrictions including international tariffs that could materially and adversely affect our business and results of operations.

As a global company headquartered in the United States, we are subject to U.S. laws and regulations that could limit and restrict the export of some of our products and services and may restrict our transactions with certain customers, business partners and other persons, including, in certain cases, dealings with or between our employees and subsidiaries. In certain circumstances, export control and economic sanctions regulations may prohibit the export of certain products, services and technologies, and in other circumstances we may be required to obtain an export license before exporting the controlled item. Compliance with these laws and regulations has not materially limited our operations or our sales, but could materially limit them in the future, which would materially and adversely affect our business and results of operations. We maintain an export compliance program but there are risks that the compliance controls could be circumvented, exposing us to legal liabilities. We must also comply with export restrictions and laws imposed by other countries affecting trade and investments. Although these restrictions and laws have not materially restricted our operations in the recent past, there is a significant risk that they could do so in the future, which would materially and adversely affect our business and results of operations. In addition, U.S. laws and regulations and sanctions, or threat of sanctions, that could limit and restrict the export of some of our products and services to our customers may also encourage our customers to develop their own solutions to replace our products, or seek to obtain a greater supply of similar or substitute products from our competitors that are not subject to these restrictions, which could materially and adversely affect our business, financial condition and results of operations.

Since the beginning of 2018, there has been increasing rhetoric, in some cases coupled with legislative or executive action, from several U.S. and foreign leaders regarding tariffs against foreign imports of certain materials. More specifically, there have been several rounds of U.S. tariffs on Chinese goods taking effect in the past few years, some of which prompted retaliatory Chinese tariffs on U.S. goods. The institution of trade tariffs both globally and between the U.S. and China specifically carries the risk of negatively affecting both countries’ overall economic condition.  If these tariffs continue or additional new tariffs are imposed in the future, they could have a negative impact on us as we have significant operations in China and the U.S.

Fluctuations in the value of the U.S. Dollar relative to other foreign currencies, including the Renminbi, may adversely affect results of operations.

Our manufacturing and packaging suppliers are and will continue to be primarily located in China for the foreseeable future. If the value of the Renminbi rises against the U.S. Dollar, there could be an increase in our manufacturing costs relative to competitors who have manufacturing facilities located in the U.S., which could adversely affect our operations. In addition, our sales are primarily denominated in the U.S. Dollar. If the value of the U.S Dollar rises against other currencies, it may adversely affect the demand for our products in international markets, which could negatively impact our business and results of operations.

We incur foreign currency exchange gains or losses related to the timing of payments for transactions between the U.S. and our foreign subsidiaries, which are reported in interest and other income in the statements of operations. Fluctuations in the value of the U.S. Dollar relative to the foreign currencies could increase the amount of foreign currency exchange losses we record, which could have an adverse impact on our results of operations.

Risks Associated with Product Demand and Sales

We may not experience growth rates comparable to past years.

 

In the past, our revenue increased significantly in certain years due to increased sales of certain of our products. We are subject to numerous risks and factors that could cause a decrease in our growth rates compared to past periods, including increased competition, loss of certain of our customers, unfavorable changes in our operations, reduced global electronics demand, a deterioration in market conditions, end-customer market downturn, market acceptance and penetration of our current and future products, and litigation. A material decrease in our growth rates could adversely affect our stock price and results of operations.

 

There can be no assurance that we will continue to declare cash dividends at all or in any particular amounts.

In June 2014, the Board of Directors approved a dividend program pursuant to which we intend to pay quarterly cash dividends on our common stock. The declaration of any future cash dividends is at the discretion of our Board of Directors and will depend on, among other things, our financial condition, results of operations, capital requirements, business conditions, statutory requirements of Delaware law, compliance with the terms of future indebtedness and credit facilities and other factors that our Board of Directors may deem relevant, as well as a determination that cash dividends are in the best interests of our stockholders. Our dividend payments may change from time to time, and we cannot provide assurance that we will continue to declare dividends at all or in any particular amounts. A reduction in or elimination of our dividend payments could have a negative effect on the price of our common stock.

We may be unsuccessful in developing and selling new products with margins similar to or better than what we have experienced in the past, which would impact our overall gross margin and financial performance.

Our success depends on products that are differentiated in the market, which result in gross margins that have historically been above industry averages. Should we fail to improve our gross margin in the future, and accordingly develop and introduce sufficiently differentiated products that result in higher gross margins than industry averages, our financial condition and results of operations could be materially and adversely affected. 

The highly cyclical nature of the semiconductor industry, which has produced significant and sometimes prolonged downturns, could materially adversely affect our operating results, financial condition and cash flows.

Historically, the semiconductor industry has been highly cyclical and, at various times, has experienced significant downturns and wide fluctuations in supply and demand. These conditions have caused significant variances in product demand and production capacity, as well as rapid erosion of average selling prices. The industry may experience severe or prolonged downturns in the future, which could result in downward pressure on the price of our products as well as lower demand for our products. Because significant portions of our expenses are fixed in the short term or incurred in advance of anticipated sales, we may not be able to decrease our expenses in a timely manner to offset any sales shortfall. These conditions could have a material adverse effect on our operating results, financial condition and cash flows.

Industry consolidation may lead to increased competition and may harm our operating results.

In recent years, there has been a trend toward semiconductor industry consolidation. We expect this trend to continue as companies attempt to improve the leverage of growing research and development costs, strengthen or hold their market positions in an evolving industry, or become unable to continue operations unless they find an acquirer or consolidate with another company. In addition, companies that are strategic alliance partners in some areas of our business may acquire or form alliances with our competitors, thereby reducing their business with us. We believe that semiconductor industry consolidation may result in stronger competitors that are better able to compete as sole-source vendors for customers. This could lead to more variability in our operating results and could have a material adverse effect on our business, operating results and financial condition.

If demand for our products declines in the major end markets that we serve, our revenue will decrease and our results of operations and financial condition would be materially and adversely affected.

 

We believe that the application of our products in the consumer, computing and storage, automotive, industrial, automotivecommunications and communicationsconsumer markets will continue to account for the majority of our revenue. If the demand for our products declines in the major end markets that we serve, our revenue will decrease and our results of operations and financial condition would be materially and adversely affected. In addition, as technology evolves, the ability to integrate the functionalities of various components, including our discrete semiconductor products, onto a single chip and/or onto other components of systems containing our products increases. Should our customers require integrated solutions that we do not offer, demand for our products could decrease, and our business, financial condition and results of operations would be materially and adversely affected.

 

Due to the nature of our business as a component supplier, we may have difficulty both in accurately predicting our future revenue and appropriately managing our expenses.

Because we provide components for end products and systems, demand for our products is influenced by our customers’ end product demand. As a result, we may have difficulty in accurately forecasting our revenue and expenses. Our revenue depends on the timing, size, and speed of commercial introductions of end products and systems that incorporate our products, all of which are inherently difficult to forecast, as well as the ongoing demand for previously introduced end products and systems. In addition, demand for our products is influenced by our customers’ ability to manage their inventory. Our sales to distributors are subject to higher volatility because they service demand from multiple levels of the supply chain which, in itself, is inherently difficult to forecast, all of which may be exacerbated by the adverse effects of the COVID-19 pandemic. If our customers, including distributors, do not manage their inventory correctly or misjudge their customers’ demand, our shipments to and orders from our customers may vary significantly on a quarterly basis, which could reduce our revenue and adversely affect our financial condition and results of operations. 

We may be unsuccessful in developing and selling new products with margins similar to or better than what we have experienced in the past, which would impact our overall gross margin and financial performance.

Our success depends on products that are differentiated in the market, which result in gross margins that have historically been above industry averages. Should we fail to improve our gross margin in the future, and accordingly develop and introduce sufficiently differentiated products that result in higher gross margins than industry averages, our business, financial condition and results of operations could be materially and adversely affected.    

We may be unsuccessful in developing and selling new products or in penetrating new markets required to maintain or expand our business.

 

Our competitiveness and future success depend on our ability to design, develop, manufacture, assemble, test, market, and support new products and enhancements on a timely and cost-effective basis. A fundamental shift in technologies in any of our product markets could have a material adverse effect on our competitive position within these markets. Our failure to timely develop new technologies or to react quickly to changes in existing technologies could materially delay our development of new products, which could result in product obsolescence, decreased revenue, and/or a loss of market share to competitors.

 

As we develop new product lines, we must adapt to market conditions that are unfamiliar to us, such as competitors and distribution channels that are different from those we have known in the past. Some of our new product lines require us to re-equip our labs to test parameters we have not tested in the past. If we are unable to adapt rapidly to these new and additional conditions, we may not be able to successfully penetrate new markets.

 

The success of a new product depends on accurate forecasts of long-term market demand and future technological developments, as well as on a variety of specific implementation factors, including:

 

timely and efficient completion of process design and device structure improvements;

timely and efficient completion of process design and device structure improvements;

 

timely and efficient implementation of manufacturing, assembly, and test processes;

timely and efficient implementation of manufacturing, assembly, and test processes;

 

the ability to secure and effectively utilize fabrication capacity in different geometries;

the ability to secure and effectively utilize fabrication capacity in different geometries;

 

product performance;

product performance;

 

product availability;

product availability;

 

product quality and reliability; and,

product quality and reliability; and

 

effective marketing, sales and service.

effective marketing, sales and service. 

 

To the extent that we fail to timely introduce new products or to quickly penetrate new markets, our revenue and financial condition could be materially adversely affected.

We may face competition from customers developing products internally.

Our customers generally have substantial technological capabilities and financial resources. Some customers have traditionally used these resources to develop their own products internally. The future prospects for our products in these markets are dependent in part upon our customers' acceptance of our products as an alternative to their internally developed products. Future sales prospects also are dependent upon acceptance of third-party sourcing for products as an alternative to in-house development. Customers may in the future continue to use internally developed components. They also may decide to develop or acquire components, technologies or products that are similar to, or that may be substituted for, our products. If our customers fail to accept our products as an alternative, if they develop or acquire the technology to develop such components internally rather than purchase our products, or if we are otherwise unable to develop or maintain strong relationships with them, our business, financial condition and results of operations could be materially and adversely affected.

   

We derive most of our revenue from direct or indirect sales to customers in Asia and have significant operations in Asia, which may expose us to political, cultural, regulatory, economic, foreign exchange, and operational risks.

We derive most of our revenue from customers located in Asia through direct sales or indirect sales through distribution arrangements and value-added reseller agreements with parties located in Asia. As a result, we are subject to increased risks due to this geographic concentration of business and operations. For the year ended December 31, 2017, 89% of our revenue was from customers in Asia. There are risks inherent in doing business in Asia, and internationally in general, including:

changes in, or impositions of, legislative or regulatory requirements, including tax laws in the U.S. and in the countries in which we manufacture or sell our products;

trade restrictions, including restrictions imposed by the United States on trading with parties in foreign countries;

currency exchange rate fluctuations impacting intra-company transactions;

the fluctuations in the value of the U.S. Dollar relative to other foreign currencies, which could affect the competitiveness of our products;

transportation delays;

changes in tax regulations in China that may impact our tax status in Chengdu, Hangzhou and other regions where we have significant operations;

multi-tiered distribution channels that lack visibility to end customer pricing and purchase patterns;

international political relationships and threats of war;

terrorism and threats of terrorism;

epidemics and illnesses;

work stoppages and infrastructure problems due to adverse weather conditions or natural disasters;

work stoppages related to employee dissatisfaction;

economic, social and political instability;

longer accounts receivable collection cycles and difficulties in collecting accounts receivables;

enforcing contracts generally; and,

less effective protection of intellectual property and contractual arrangements.

If we fail to expand our customer base and significantly reduce the geographic concentration of our customers, we will continue to be subject to the foregoing risks, which could materially and adversely affect our revenue and financial condition.

We depend on a limited number of customers, including distributors, for a significant percentage of our revenue.

 

Historically, we have generated most of our revenue from a limited number of customers, including distributors. For example, sales to our largest distributordistributor accounted for 17%24% of our total revenue for the year ended December 31, 2017.2020. We continue to rely on a limited number of customers for a significant portion of our revenue. Because we rely on a limited number of customers for significant percentages of our revenue, a decrease in demand or significant pricing pressure for our products from any of our major customers for any reason (including due to competition, market conditions, catastrophic events or otherwise) could have a materially adverse impact on our financial conditions and results of operations.

We are subject to anti-corruption laws in the jurisdictions in which we operate, including the U.S. Foreign Corrupt Practices Act, or the FCPA. Our failure to comply with these laws could result in penalties which could harm our reputation and have a material adverse effect on our business, results of operations and financial condition.

We are subject to the FCPA, which generally prohibits companies and their intermediaries from making improper payments to foreign officials for the purpose of obtaining or keeping business and/or other benefits, along with various other anti-corruption laws. Although we have implemented policies and procedures designed to ensure that we, our employees and other intermediaries comply with the FCPA and other anti-corruption laws to which we are subject, there is no assurance that such policies or procedures will work effectively all of the time or protect us against liability under the FCPA or other laws for actions taken by our employees and other intermediaries with respect to our business or any businesses that we may acquire. We have significant operations in Asia, which places us in frequent contact with persons who may be considered “foreign officials” under the FCPA, resulting in an elevated risk of potential FCPA violations. If we are not in compliance with the FCPA and other laws governing the conduct of business with government entities (including local laws), we may be subject to criminal and civil penalties and other remedial measures, which could have a material adverse impact on our business, financial condition, results of operations and liquidity. Any investigation of any potential violations of the FCPA or other anti-corruption laws by the U.S. or foreign authorities could harm our reputation and have an adverse impact on our business, financial condition and results of operations.

 

We receive a significant portion of our revenue from distribution arrangements, value-added resellers and direct customers, and the loss of any one of these distributors, value-added resellers or direct customers or failure to collect a receivable from them could adversely affect our operationsfinancial position and financial position.results of operations.

 

We market our products through distribution arrangements and value-added resellers, and through our direct sales and applications support organization to customers that include OEMs, ODMs and electronic manufacturing service providers (“EMSs”).EMS providers. Receivables from our customers are generally not secured by any type of collateral and are subject to the risk of being uncollectible. Sales to our largest distributordistributor accounted for 17%24% of our total revenue for the year ended December 31, 2017.2020. Significant deterioration in the liquidity or financial condition of any of our major customers or any group of our customers could have a material adverse impact on the collectability of our accounts receivable and our future operating results. We primarily conduct our sales on a purchase order basis, and we do not have any long-term supply commitments. 

 

Moreover, we believe a high percentage of our products are eventually sold to a number of OEMs. Although we communicate with OEMs in an attempt to achieve “design wins,” which are decisions by OEMs and/or ODMs to incorporate our products, we do not have purchase commitments from these end users. Therefore, there can be no assurance that the OEMs and/or ODMs will continue to incorporate our ICs into their products. OEM technical specifications and requirements can change rapidly, and we may not have products that fit new specifications from an end-customerend customer for whom we have had previous design wins. We cannot be certain that we will continue to achieve design wins from large OEMs, that our direct customers will continue to be successful in selling to the OEMs, or that the OEMs will be successful in selling products which incorporate our ICs. The loss of any significant customer, any material reduction in orders by any of our significant customers or by their OEM customers, the cancellation of a significant customer order, or the cancellation or delay of a customer’scustomer’s or an OEM’s significant program or product could reduce our revenue and adversely affect our results of operations and financial condition. 

Due to the nature of our business as a component supplier, we may have difficulty both in accurately predicting our future revenue and appropriately managing our expenses.

Because we provide components for end products and systems, demand for our products is influenced by our customers’ end product demand. As a result, we may have difficulty in accurately forecasting our revenue and expenses. Our revenue depends on the timing, size, and speed of commercial introductions of end products and systems that incorporate our products, all of which are inherently difficult to forecast, as well as the ongoing demand for previously introduced end products and systems. In addition, demand for our products is influenced by our customers’ ability to manage their inventory. Our sales to distributors are subject to higher volatility because they service demand from multiple levels of the supply chain which, in itself, is inherently difficult to forecast. If our customers, including distributors, do not manage their inventory correctly or misjudge their customers’ demand, our shipments to and orders from our customers may vary significantly on a quarterly basis.

Our ability to increase product sales and revenue may be constrained by the manufacturing capacity of our suppliers.

Although we provide our suppliers with rolling forecasts of our production requirements, their ability to provide wafers to us is limited by the available capacity, particularly capacity in the geometries we require, at the facilities in which they manufacture wafers for us.  As a result, this lack of capacity has at times constrained our product sales and revenue growth. In addition, an increased need for capacity to meet internal demands or demands of other customers could cause our suppliers to reduce capacity available to us. Our suppliers may also require us to pay amounts in excess of contracted or anticipated amounts for wafer deliveries or require us to make other concessions in order to acquire the wafer supply necessary to meet our customer requirements. If our suppliers extend lead times, limit supplies or the types of capacity we require, or increase prices due to capacity constraints or other factors, our revenue and gross margin may materially decline. In addition, if we experience supply delays or limitations, our customers may reduce their purchase levels with us and/or seek alternative solutions to meet their demand, which could materially and adversely impact our businesscondition and results of operations. Delays in increasing third-party manufacturing capacity may also limit our ability to meet customer demand.

 

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We currently depend on third-party suppliers to provide us with wafers for our products. If any of our wafer suppliers become insolvent or capacity constrained and are unable and/or fail to provide us sufficient wafers at acceptable yields and at anticipated costs, our revenue and gross margin may decline or we may not be able to fulfill our customer orders.

We have a supply arrangement with certain suppliers for the production of wafers. Should any of our suppliers become insolvent or capacity constrained, we may not be able to fulfill our customer orders, which would likely cause a decline in our revenue.

While certain aspects of our relationship with these suppliers are contractual, many important aspects of this relationship depend on our suppliers’ continued cooperation and our management of the supplier relationships. In addition, the fabrication of ICs is a highly complex and precise process. Problems in the fabrication process can cause a substantial percentage of wafers to be rejected or numerous ICs on each wafer to be non-functional. This could potentially reduce yields. The failure of our suppliers to supply us wafers at acceptable yields could prevent us from fulfilling our customer orders for our products and would likely cause a decline in our revenue.  

Further, as is common in the semiconductor industry, our customers may reschedule or cancel orders on relatively short notice. If our customers cancel orders after we submit a committed forecast to our suppliers for the corresponding wafers, we may be required to purchase wafers that we may not be able to resell, which would adversely affect our operating results, financial condition and cash flows.

We might not be able to deliver our products on a timely basis if our relationships with our assembly and test subcontractors are disrupted or terminated.

We do not have direct control over product delivery schedules or product quality because all of our products are assembled by third-party subcontractors and a portion of our testing is currently performed by third-party subcontractors. Also, due to the amount of time typically required to qualify assembly and test subcontractors, we could experience delays in the shipment of our products if we were forced to find alternate third parties to assemble or test our products. In addition, events such as global economic crises may materially impact our assembly suppliers’ ability to operate. Any future product delivery delays or disruptions in our relationships with our subcontractors could have a material adverse effect on our operating results, financial condition and cash flows. 

There may be unanticipated costs associated with adding to or supplementing our third-party suppliers’ manufacturing capacity.

We anticipate that future growth of our business will require increased manufacturing capacity on the part of third-party supply foundries, assembly shops, and testing facilities for our products. In order to facilitate such growth, we may need to enter into strategic transactions, investments and other activities. Such activities are subject to a number of risks, including:

the costs and expense associated with such activities;

the availability of modern foundries to be developed, acquired, leased or otherwise made available to us or our third-party suppliers;

the ability of foundries and our third-party suppliers to obtain the advanced equipment used in the production of our products;

delays in bringing new foundry operations online to meet increased product demand; and

unforeseen environmental, engineering or manufacturing qualification problems relating to existing or new foundry facilities, including delays in qualification of new foundries by our customers.

These and other risks may affect the ultimate cost and timing of any expansion of our third-party suppliers’ capacity.

We purchase inventory in advance based on expected demand for our products, and if demand is not as expected, we may have insufficient or excess inventory, which could adversely impact our financial position.

As a fabless semiconductor company, we purchase our inventory from third-party manufacturers in advance of selling our products. We place orders with our manufacturers based on existing and expected orders from our customers for particular products. While most of our contracts with our customers and distributors include lead time requirements and cancellation penalties that are designed to protect us from misalignment between customer orders and inventory levels, we must nonetheless make some predictions when we place orders with our manufacturers. In the event that our predictions are inaccurate due to unexpected increases in orders or unavailability of product within the timeframe that is required, we may have insufficient inventory to meet our customer demands. In the event that we order products that we are unable to sell due to a decrease in orders, unexpected order cancellations, injunctions due to patent litigation, or product returns, we may have excess inventory which, if not sold, may need to be written down or would result in a decrease in our revenue in future periods as the excess inventory at our distributors is sold. If any of these situations were to arise, it could have a material impact on our business and financial position.

 

The 2017 Tax Act is expected to have significant effects on our income tax expense, which could result in a material adverse impact on our results of operations, financial condition and cash flows.

In December 2017, the 2017 Tax Act was enacted and includes a broad range of tax reforms, including changes to corporate tax rates, business deductions and international tax provisions. Many of these provisions significantly differ from prior U.S. tax law, resulting in material tax accounting implications for us. Some of the significant new requirements include, but are not limited to, a one-time mandatory deemed repatriation transition tax on previously deferred foreign earnings, a remeasurement of our deferred taxes due to the change in the corporate tax rate, taxation of certain global intangible low-taxed income under the international tax provisions, and limitations on the deductibility of performance-based compensation for officers. Some of these provisions, such as the deemed repatriation transition tax and remeasurement of deferred tax assets, had immediate accounting implications which resulted in a significant increase in our tax expenses for the year ended December 31, 2017. As we continue to evaluate the potential implications of the 2017 Tax Act on our financial statements, any increase in our income tax expense in future periods could have a material negative impact on our results of operations. In addition, the deemed repatriation transition tax liability, which will be payable over eight years, will adversely impact our cash flows and financial condition in future periods. Any changes to our corporate tax planning and strategies as a result of the 2017 Tax Act may not result in a favorable impact on our income tax expense in future periods.

The calculation of the tax impact and exposures under the 2017 Tax Act is complex. It requires the collection of information not regularly produced by us, the use of estimates and the exercise of significant judgment in determining our tax provision. As regulations and guidance evolve with respect to the 2017 Tax Act, and as we gather more information and perform more analysis, our results may differ from previous estimates and may materially affect our financial position. Furthermore, we will need to evaluate whether changes to our existing processes and controls are necessary to address the financial reporting effects. If we fail to correctly interpret the tax law or implement effective internal controls on gathering, analyzing and reviewing data used in our calculations, our income tax provision could be misstated, which could have a material adverse impact on our results of operations and financial condition.

The complexity of calculating our tax provision may result in errors that could result in restatements of our financial statements.

Due to the complexity associated with the calculation of our tax provision, including the effects of the 2017 Tax Act, we engage third-party tax advisors to assist us in the calculation. If we or our tax advisors fail to resolve or fully understand certain issues that we may have had in the past and issues that may arise in the future, we could be subject to errors, which, if material, would result in us having to restate our financial statements. Restatements are generally costly and could adversely impact our results of operations, damage our reputation, and/or have a negative impact on the trading price of our common stock.  

Changes in effective tax rates or adverse outcomes resulting from examination of our income tax returns could adversely affect our results.

Our future effective tax rates could be adversely affected by earnings being lower than anticipated in countries where we have lower statutory rates and higher than anticipated in countries where we have higher statutory rates, by changes in the valuation of our deferred tax assets and liabilities, or by changes in tax laws such as the 2017 Tax Act, regulations, accounting principles or interpretations thereof and discrete items such as future exercises or dispositions of stock options and restricted stock releases. In addition, we are subject to potential future examinations of our income tax returns by the Internal Revenue Service (“IRS”) and other tax authorities. For example, our U.S. federal income tax returns for the years ended December 31, 2005 through December 31, 2007 were examined by the IRS. We reached a resolution with the IRS in April 2015 and recorded a one-time net charge of $2.7 million to our income tax provision in the second quarter of 2015. We assess the likelihood of adverse outcomes resulting from these examinations to determine the adequacy of our provision for income taxes. There can be no assurance that the outcomes from any examinations will not have an adverse effect on our operating results and financial condition.

Implementation of an enterprise resource planning (“ERP”) or other information technology systems could result in significant disruptions to our operations.

From time to time, we may implement new ERP software solutions or upgrade existing systems. Implementation of these solutions and systems is highly dependent on coordination of system providers and internal business teams. We may experience difficulties as we transition to these new or upgraded systems and processes, including loss or corruption of financial, business or customer data. In addition, transitioning to these new systems requires significant capital investments and personnel resources. Difficulties in implementing new or upgraded information systems or significant system failures could disrupt our operations, which could have a material adverse effect on our capital resources, financial condition or results of operations.

System security risks, data protection or privacy breaches, cyber attacks and systems integration issues could disrupt our internal operations and/or harm our reputation, and any such disruption or harm could cause a reduction in our expected revenue, increase our expenses, negatively impact our results of operation or otherwise adversely affect our stock price.

Experienced computer programmers and hackers may be able to penetrate our network security and misappropriate or compromise our confidential and proprietary information, create system disruptions or cause shutdowns. The costs to us to eliminate or alleviate cyber or other security problems, bugs, viruses, worms, malicious software programs and security vulnerabilities could be significant, and our efforts to address these problems may not be successful and could result in interruptions and delays that may impede our sales, manufacturing, distribution or other critical functions.

In the ordinary course of business, we store sensitive data on our internal systems, network and servers, such as proprietary business and financial information, and confidential data pertaining to our customers, suppliers and business partners. The secure maintenance of sensitive information on our networks and the protection features of our solutions are both critical to our operations and business strategy. We devote significant resources to network security, data encryption, and other security measures to protect our systems and data. However, these security measures cannot provide absolute security.  Although we make significant efforts to maintain the security and integrity of our systems and solutions, any destructive or intrusive breach could compromise our networks, creating system disruptions or slowdowns, and the information stored on our networks could be accessed, publicly disclosed, lost or stolen. If any of these types of security breaches were to occur and we were unable to protect sensitive data, our relationships with our business partners and customers could be materially damaged, our reputation could be materially harmed, and we could be exposed to a risk of litigation and possible significant liability.

Portions of our IT infrastructure also may experience interruptions, delays or cessations of service or produce errors in connection with systems integration or migration work that takes place from time to time. We may not be successful in implementing new systems and transitioning data, which could cause business disruptions and our remediation efforts may be expensive, time consuming, disruptive and resource-intensive. Such disruptions could adversely impact our ability to fulfill orders and interrupt other processes. Delayed sales or lost customers resulting from these disruptions could adversely affect our financial results, stock price and reputation.

If we are unsuccessful in legal proceedings brought against us or any of our customers, we could be prevented from selling many of our products and/or be required to pay substantial damages. An unfavorable outcome or an additional award of damages, attorneys’ fees or an injunction could cause our revenue to decline significantly and could severely harm our business and operating results.

From time to time we are a party to various legal proceedings. If we are not successful in litigation that could be brought against us or our customers, we could be ordered to pay monetary fines and/or damages. If we are found liable for willful patent infringement, damages could be significant. We and/or our customers could also be prevented from selling some or all of our products. Moreover, our customers and end-users could decide not to use our products, and our products and our customers’ accounts payable to us could be seized. Finally, interim developments in these proceedings could increase the volatility in our stock price as the market assesses the impact of such developments on the likelihood that we will or will not ultimately prevail in these proceedings.

Given our inability to control the timing and nature of significant events in our legal proceedings that either have arisen or may arise, our legal expenses are difficult to forecast and may vary substantially from our publicly disclosed forecasts with respect to any given quarter, which could contribute to increased volatility in our stock price and financial condition.

Historically, we have incurred significant expenses in connection with various legal proceedings that vary with the level of activity in the proceeding. It is difficult for us to forecast our legal expenses for any given quarter, which adversely affects our ability to forecast our expected results of operations in general. We may also be subject to unanticipated legal proceedings, which would result in us incurring unexpected legal expenses. If we fail to meet the expectations of securities or industry analysts as a result of unexpected changes in our legal expenses, our stock price could be materially impacted.

Future legal proceedings may divert our financial and management resources.

The semiconductor industry is characterized by frequent claims of infringement and litigation regarding patent and other intellectual property rights. Patent infringement is an ongoing risk, in part because other companies in our industry could have patent rights that may not be identifiable when we initiate development efforts. Litigation may be necessary to enforce our intellectual property rights, and we may have to defend ourselves against additional infringement claims. Such litigation is very costly. In the event any third party makes a new infringement claim against us or our customers, we could incur additional ongoing legal expenses. In addition, in connection with these legal proceedings, we may be required to post bonds to defend our intellectual property rights in certain countries for an indefinite period of time, until such dispute is resolved. If our legal expenses materially increase or exceed anticipated amounts, our capital resources and financial condition could be adversely affected. Further, if we are not successful in any of our intellectual property defenses, our financial condition could be adversely affected and our business could be harmed. Our management team may also be required to devote a great deal of time, effort and energy to these legal proceedings, which could divert management’s attention from focusing on our operations and adversely affect our business.

Failure to protect our proprietary technologies or maintain the right to certain technologies may negatively affect our ability to compete.

We rely heavily on our proprietary technologies. Our future success and competitive position depend in part upon our ability to obtain and maintain protection of certain proprietary technologies used in our products. We pursue patents for some of our new products and unique technologies, and we also rely on a combination of nondisclosure agreements and other contractual provisions, as well as our employees’ commitment to confidentiality and loyalty, to protect our technology, know-how and processes. Despite the precautions we take, it may be possible for unauthorized third parties to copy aspects of our current or future technologies or products, or to obtain and use information that we regard as proprietary. We intend to continue to protect our proprietary technologies, including through patents. However, there can be no assurance that the steps we take will be adequate to protect our proprietary rights, that our patent applications will lead to issued patents, that others will not develop or patent similar or superior products or technologies, or that our patents will not be challenged, invalidated or circumvented by others. Furthermore, the laws of the countries in which our products are or may be developed, manufactured or sold may not protect our products and intellectual property rights to the same extent as laws in the United States. Our failure to adequately protect our proprietary technologies could materially harm our business. 

The market for government-backed student loan auction-rate securities has suffered a decline in liquidity which may impact the liquidity and potential value of our investment portfolio.

The market for government-backed student loan auction-rate securities became illiquid in 2008. Since 2008, we have redeemed 87% of the original portfolio of our auction-rate securities at par and continue to hold $5.6 million in principal amount as of December 31, 2017. It is unclear as to when the remaining balance of our auction-rate securities will regain their liquidity. The underlying maturity of these auction-rate securities is up to 30 years. We have historically recorded temporary and other-than-temporary impairment charges on these investments. The valuation is subject to fluctuations in the future, which will depend on many factors, including the quality of underlying collateral, estimated time for liquidity including potential to be called or restructured, underlying final maturity, insurance guaranty and market conditions, among others. Should there be further deterioration in the market for auction-rate securities, the value of our portfolio may decline, which may have an adverse impact on our cash position and our earnings. If the accounting rules for these securities change, there may be an adverse impact on our earnings.  

We face risks in connection with our internal control over financial reporting.

Effective internal control over financial reporting is necessary for us to provide reliable and accurate financial reports. If we cannot provide reliable financial reports or prevent fraud or other financial misconduct, our business and operating results could be harmed. Our failure to implement and maintain effective internal control over financial reporting could result in a material misstatement of our financial statements or otherwise cause us to fail to meet our financial reporting obligations. This, in turn, could result in a loss of investor confidence in the accuracy and completeness of our financial reports, which could have an adverse effect on our results of operations and/or have a negative impact on the trading price of our common stock, and could subject us to stockholder litigation. In addition, we cannot assure you that we will not in the future identify material weaknesses in our internal control over financial reporting that we have not discovered to date, which may impact the reliability of our financial reporting and financial statements. 

Our products must meet 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.

 

Our customers generally establish demanding specifications for quality, performance, and reliability that our products must meet. ICs as complex as ours often encounter development delays and may contain undetected defects or failures when first introduced or after commencement of commercial shipments, which might require product replacement or recall. Further, our third-party manufacturing processes or changes thereof, or raw material used in the manufacturing processes may cause our products to fail. We have from time to time in the past experienced product quality, performance or reliability problems. Our standard warranty period is generally one to two years, which exposes us to significant risks of claims for defects and failures. If defects and failures occur in our products, we could experience lost revenue, increased costs, including warranty expense and costs associated with customer support, cancellations or rescheduling of orders or shipments, and product returns or discounts, any of which would harm our operating results.

 

In addition, product liability claims may be asserted by our customers with respect to our technology or products. Although we currently have insurance, there can be no assurance that we have obtained a sufficient amount of insurance coverage or that asserted claims will be within the scope of coverage. Our insurance providers could deny or challenge these claims, and as a result, reimbursement to us is not guaranteed or could be delayed. If coverage of the insurance, or thatis denied, we willmay not have sufficient resources to satisfy any assertedpay for these claims.

The price Furthermore, due to recent changes in the insurance industry, we may experience a significant increase in premiums and availabilitytherefore decide to self-insure, which may not meet the expectations or requirements of commodities (e.g., gold, coppercertain customers. All of these factors could have a material and silicon) may adverselyadverse impact our ability to deliver our products in a timely and cost-effective manner, and may adversely affecton our business, financial condition and results of operations.

 

Our products incorporate commodities such as gold, copper and silicon. An increase in the price or a decrease in the availability of these commodities and similar commodities that we use could negatively impact our business and results of operations.

Fluctuations in the value of the U.S. Dollar relative to other foreign currencies, including the Renminbi, may adversely affect results of operations.

Our manufacturing and packaging suppliers are and will continue to be primarily located in China for the foreseeable future. If the value of the Renminbi rises against the U.S. Dollar, there could be an increase in our manufacturing costs relative to competitors who have manufacturing facilities located in the U.S., which could adversely affect our operations. In addition, our sales are primarily denominated in the U.S. Dollar. If the value of the U.S Dollar rises against other currencies, it may adversely affect the demand for our products in international markets, which could negatively impact our business and results of operations.

We incur foreign currency exchange gains or losses related to the timing of payments for transactions between the U.S. and our foreign subsidiaries, which are reported in interest and other income in the statements of operations. Fluctuations in the value of the U.S. Dollar relative to the foreign currencies could increase the amount of foreign currency exchange losses we record, which could have an adverse impact on our results of operations.

Our business is subject to various governmental laws and regulations, and compliance with these regulations may impact our revenue and cause us to incur significant expense. If we fail to maintain compliance with applicable regulations, we may be forced to recall products and cease their distribution, and we could be subject to civil or criminal penalties.

Our business is subject to various significant laws and other legal requirements imposed by the U.S. and other countries we conduct business with, including export control laws such as the U.S. Export Administration Regulations. These laws and regulations are complex, change frequently and have generally become more stringent over time. We may be required to incur significant expense to comply with these regulations or to remedy violations of these regulations. In addition, if our customers fail to comply with these regulations, we may be required to suspend sales to these customers, which could negatively impact our results of operations. We must conform the manufacture and distribution of our products to various laws and adapt to regulatory requirements in many countries as these requirements change. If we fail to comply with these requirements in the manufacture or distribution of our products, we could be required to pay civil penalties, face criminal prosecution and, in some cases, be prohibited from distributing our products commercially until the products are brought into compliance.

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

We are subject to various state, federal and international laws and regulations governing the environment, including those restricting the presence of certain substances in electronic products and making manufacturers of those products financially responsible for the collection, treatment, recycling and disposal of certain products. Such laws and regulations have been passed in several jurisdictions in which we operate, including various European Union member countries and countries in Asia. There can be no assurance that similar laws and regulations will not be implemented in other jurisdictions resulting in additional costs, possible delays in delivering products, and even the discontinuance of existing and planned future product replacements if the cost were to become prohibitive.

We and our manufacturing partners are or will be subject to extensive Chinese government regulation, and the benefit of various incentives from Chinese governments that we and our manufacturing partners receive may be reduced or eliminated, which could increase our costs or limit our ability to sell products and conduct activities in China.

We have manufacturing and testing facilities in China and most of our manufacturing partners are located in China. The Chinese government has broad discretion and authority to regulate the technology industry in China. Additionally, China’s government has implemented policies from time to time to regulate economic expansion in China. It exercises significant control over China’s economic growth through the allocation of resources, controlling payment of foreign currency-denominated obligations, setting monetary policy and providing preferential treatment to particular industries or companies.

Personal privacy, cyber security, and data protection are becoming increasingly significant issues in China. To address these issues, the Standing Committee of the National People’s Congress promulgated the Cyber Security Law of the People’s Republic of China (the “Cyber Security Law”), which took effect on June 1, 2017. The Cyber Security Law sets forth various requirements relating to the collection, use, storage, disclosure and security of data, among other things. Various Chinese agencies are expected to issue additional regulations in the future to define these requirements more precisely. These requirements may increase our costs of compliance. We cannot assure you that we will be able to comply with all of these regulatory requirements.Any failure to comply with the Cyber Security Law and the relevant regulations and policies could result in further cost and liability to us and could adversely affect our business and results of operations. Additionally, increased costs to comply with, and other burdens imposed by, the Cyber Security Law and relevant regulations and policies that are applicable to the businesses of our suppliers, vendors and other service providers, as well as our customers, could adversely affect our business and results of operations.

Any additional new regulations or the amendment or modification of previously implemented regulations could require us and our manufacturing partners to change our business plans, increase our costs, or limit our ability to sell products and conduct activities in China, which could adversely affect our business and operating results.

The Chinese government and provincial and local governments also have provided, and continue to provide, various incentives to encourage the development of the semiconductor industry in China. Such incentives include tax rebates, reduced tax rates, favorable lending policies and other measures, some or all of which may be available to our manufacturing partners and to us with respect to our facilities in China. Any of these incentives could be reduced or eliminated by governmental authorities at any time. Any such reduction or elimination of incentives currently provided to our manufacturing partners could adversely affect our business and operating results. 

There are inherent risks associated with the operation of our manufacturing and testing facilities in China, which could increase product costs or cause a delay in product shipments.

We have manufacturing and testing facilities in China that began operations in 2006. We face the following risks, among others, with respect to our operations in China:

inability to hire and maintain a qualified workforce;

inability to maintain appropriate and acceptable manufacturing controls; and,

higher than anticipated overhead and other costs of operation.

If we are unable to maintain our facilities in China at fully operational status with qualified workers, appropriate manufacturing controls and reasonable cost levels, we may incur higher costs than our current expense levels, which would affect our gross margins. In addition, if capacity restraints result in significant delays in product shipments, our business and results of operations would be adversely affected.

The average selling prices of products in our markets have historically decreased over time and could do so in the future, which could harm our revenue and gross profits.

Average selling prices of semiconductor products in the markets we serve have historically decreased over time. Our gross profits and financial results will suffer if we are unable to offset any reductions in our average selling prices by reducing our costs, developing new or enhanced products on a timely basis with higher selling prices or gross profits, or increasing our sales volumes. Additionally, because we do not operate our own wafer manufacturing or assembly facilities, we may not be able to reduce our costs as rapidly as companies that operate their own facilities, and our costs may even increase, which could also reduce our profit margins.

Because of the lengthy sales cycles for our products and the fixed nature of a significant portion of our expenses, we may incur substantial expenses before we earn associated revenue and may not ultimately achieve our forecasted sales for our products.

 

The introduction of new products presents significant business challenges because product development plans and expenditures may be made up to two years or more in advance of any sales. It generally takes us up to 12 months or more to design and manufacture a new product prototype. Only after we have a prototype do we introduce the product to the market and begin selling efforts in an attempt to achieve design wins. This sales process requires us to expend significant sales and marketing resources without any assurance of success. Volume production of products that use our ICs, if any, may not be achieved for an additional period of time after an initial sale. Sales cycles for our products are lengthy for a number of reasons, including:

 

our customers usually complete an in-depth technical evaluation of our products before they place a purchase order;

our customers usually complete an in-depth technical evaluation of our products before they place a purchase order;

 

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the commercial adoption of our products by OEMs and ODMs is typically limited during the initial release of their product to evaluate product performance and consumer demand;

 

our products must be designed into our customers’ products or systems; and,

our products must be designed into our customers’ products or systems; and

 

the development and commercial introduction of our customers’ products incorporating new technologies frequently are delayed.

the development and commercial introduction of our customers’ products incorporating new technologies are frequently delayed.

 

As a result of our lengthy sales cycles, we may incur substantial expenses before we earn associated revenue because a significant portion of our operating expenses is relatively fixed and based on expected revenue. The lengthy sales cycles of our products also make forecasting the volume and timing of orders difficult. In addition, the delays inherent in lengthy sales cycles raise additional risks that customers may cancel or change their orders. Our sales are made by purchase orders. Because industry practice allows customers to reschedule or cancel orders on relatively short notice, backlog is not always a good indicator of our future sales. If customer cancellations or product changes occur, we could lose anticipated sales and not have sufficient time to reduce our inventory and operating expenses.   

 

Risks Associated with Supply and Manufacturing

Our ability to increase product sales and revenue may be constrained by the manufacturing capacity of our suppliers.

Although we provide our suppliers with rolling forecasts of our production requirements, their ability to provide wafers to us is limited by the available capacity, particularly capacity in the geometries we require, at the facilities in which they manufacture wafers for us.  For example, we believe the strong increase in industry-wide demand for electronic equipment for remote work arrangements as a result of the COVID-19 pandemic has resulted, and will continue to result, in capacity shortages of our suppliers. As a result, this lack of capacity has at times constrained our product sales and revenue growth. In addition, an increased need for capacity to meet internal demands or demands of other customers could cause our suppliers to reduce capacity available to us. Our suppliers may also require us to pay amounts in excess of contracted or anticipated amounts for wafer deliveries or require us to make other concessions in order to acquire the wafer supply necessary to meet our customer requirements. If our suppliers extend lead times, limit supplies or the types of capacity we require, or increase prices due to capacity constraints or other factors, our revenue and gross margin may materially decline. We may also be required to increase the prices of our products in order to remain profitable, which could result in a loss of customers. In addition, if we experience supply delays or limitations, our customers may reduce their purchase levels with us and/or seek alternative solutions to meet their demand, which could materially and adversely impact our business and results of operations. Delays in increasing third-party manufacturing capacity may also limit our ability to meet customer demand.

There may be unanticipated costs associated with adding to or supplementing our third-party suppliers’ manufacturing capacity.

We anticipate that future growth of our business will require increased manufacturing capacity on the part of third-party supply foundries, assembly shops, and testing facilities for our products. In order to facilitate such growth, we may need to enter into strategic transactions, investments and other activities. Such activities are subject to a number of risks, including:

the costs and expense associated with such activities;

the availability of modern foundries to be developed, acquired, leased or otherwise made available to us or our third-party suppliers;

the ability of foundries and our third-party suppliers to obtain the advanced equipment used in the production of our products;

delays in bringing new foundry operations online to meet increased product demand; and

unforeseen environmental, engineering or manufacturing qualification problems relating to existing or new foundry facilities, including delays in qualification of new foundries by our customers.

These and other risks may affect the ultimate cost and timing of any expansion of our third-party suppliers’ capacity.  If our manufacturing costs increase, we may be required to raise the prices for our products to remain profitable, which could result in a loss of customers.

We currently depend on third-party suppliers to provide us with wafers for our products. If any of our wafer suppliers are acquired, become insolvent or capacity constrained and are unable to provide us sufficient wafers at acceptable yields and at anticipated costs, our revenue and gross margin may decline or we may not be able to fulfill our customer orders.

We have a supply arrangement with certain suppliers for the production of wafers. Should any of our suppliers are acquired or become insolvent or capacity constrained, we may not be able to fulfill our customer orders, which would likely cause a decline in our revenue.

While certain aspects of our relationship with these suppliers are contractual, many important aspects of this relationship depend on our suppliers’ continued cooperation and our management of the supplier relationships. Our relationships could also be negatively impacted by changes in control or changes in the management team of the suppliers. In addition, the fabrication of ICs is a highly complex and precise process. Problems in the fabrication process can cause a substantial percentage of wafers to be rejected or numerous ICs on each wafer to be non-functional. This could potentially reduce yields. The failure of our suppliers to supply us wafers at acceptable yields could prevent us from fulfilling our customer orders for our products and would likely cause a decline in our revenue.  

Further, as is common in the semiconductor industry, our customers may reschedule or cancel orders on relatively short notice. If our customers cancel orders after we submit a committed forecast to our suppliers for the corresponding wafers, we may be required to purchase wafers that we may not be able to resell, which would adversely affect our financial condition, results of operations and cash flows.

We might not be able to deliver our products on a timely basis if our relationships with our assembly and test subcontractors are disrupted or terminated.

We do not have direct control over product delivery schedules or product quality because all of our products are assembled by third-party subcontractors and a portion of our testing is currently performed by third-party subcontractors. Also, due to the amount of time typically required to qualify assembly and test subcontractors, we could experience delays in the shipment of our products if we were forced to find alternate third parties to assemble or test our products. In addition, events such as global economic crises and the COVID-19 pandemic may materially impact our assembly suppliers’ ability to operate. Any future product delivery delays or disruptions in our relationships with our subcontractors could have a material adverse effect on our financial condition, results of operations and cash flows. 

We purchase inventory in advance based on expected demand for our products, and if demand is not as expected, we may have insufficient or excess inventory, which could adversely impact our financial position.

As a fabless semiconductor company, we purchase our inventory from third-party manufacturers in advance of selling our products. We place orders with our manufacturers based on existing and expected orders from our customers for particular products. While most of our contracts with our customers and distributors include lead time requirements and cancellation penalties that are designed to protect us from misalignment between customer orders and inventory levels, we must nonetheless make some predictions when we place orders with our manufacturers. In the event that our predictions are inaccurate due to unexpected increases in orders or unavailability of product within the timeframe that is required, we may have insufficient inventory to meet our customer demands. In addition, a perceived negative trend in market condition could lead us to decrease the manufacturing volume of our products to avoid excess inventory.  If we inaccurately assessed the market conditions for our products, we would have insufficient inventory to meet our customer demands. In the event that we order products that we are unable to sell due to a decrease in orders, unexpected order cancellations, injunctions due to patent litigation, or product returns, we may have excess inventory which, if not sold, may need to be written down or would result in a decrease in our revenue in future periods as the excess inventory at our distributors is sold. If any of these situations were to arise, it could have a material impact on our business, financial condition and results of operations.

The price and availability of commodities (e.g., gold, copper and silicon) may adversely impact our ability to deliver our products in a timely and cost-effective manner, and may adversely affect our business and results of operations.

Our products incorporate commodities such as gold, copper and silicon. An increase in the price or a decrease in the availability of these commodities and similar commodities that we use could negatively impact our business and results of operations.

Risks Associated with Industry Dynamics and Competition

The highly cyclical nature of the semiconductor industry, which has produced significant and sometimes prolonged downturns, could materially and adversely affect our financial condition and results of operations.

Historically, the semiconductor industry has been highly cyclical and, at various times, has experienced significant downturns and wide fluctuations in supply and demand. These conditions have caused significant variances in product demand and production capacity, as well as rapid erosion of average selling prices. The industry may experience severe or prolonged downturns in the future, which could result in downward pressure on the price of our products as well as lower demand for our products. Because significant portions of our expenses are fixed in the short term or incurred in advance of anticipated sales, we may not be able to decrease our expenses in a timely manner to offset any sales shortfall. Any significant or prolonged downturns could have a material adverse effect on our business, financial condition and results of operations.

Industry consolidation may lead to increased competition and may harm our operating results.

In recent years, there has been a trend toward semiconductor industry consolidation. We expect this trend to continue as companies attempt to improve the leverage of growing research and development costs, strengthen or hold their market positions in an evolving industry, or become unable to continue operations unless they find an acquirer or consolidate with another company. In addition, companies that are strategic alliance partners in some areas of our business may acquire or form alliances with our competitors, thereby reducing their business with us. We believe that semiconductor industry consolidation may result in stronger competitors that are better able to compete as sole-source vendors for customers. This could lead to more variability in our operating results and could have a material adverse effect on our business, financial condition and results of operations.

We may face competition from customers developing products internally.

Our customers generally have substantial technological capabilities and financial resources. Some customers have traditionally used these resources to develop their own products internally. The future prospects for our products in these markets are dependent in part upon our customers' acceptance of our products as an alternative to their internally developed products. Future sales prospects also are dependent upon acceptance of third-party sourcing for products as an alternative to in-house development. Customers may in the future continue to use internally developed components. They may also decide to develop or acquire components, technologies or products that are similar to, or that may be substituted for, our products. If our customers fail to accept our products as an alternative, if they develop or acquire the technology to develop such components internally rather than purchase our products, or if we are otherwise unable to develop or maintain strong relationships with them, our business, financial condition and results of operations could be materially and adversely affected.

We compete against many companies with substantially greater financial and other resources, and our market share may be reduced if we are unable to respond to our competitors effectively.

The analog and mixed-signal semiconductor industry is highly competitive, and we expect competitive pressures to continue. Our ability to compete effectively and to expand our business will depend on our ability to continue to recruit applications and design talent, our ability to introduce new products, and our ability to maintain the rate at which we introduce these new products. We compete with domestic and non-domestic semiconductor companies, many of which have substantially greater financial and other resources with which to pursue engineering, manufacturing, marketing, and distribution of their products. We are in direct and active competition, with respect to one or more of our product lines, with many manufacturers of such products, of varying size and financial strength. The number of our competitors has grown due to the expansion of the market segments in which we participate. 

We cannot assure you that our products will continue to compete favorably, or that we will be successful in the face of increasing competition from new products and enhancements introduced by existing competitors or new companies entering this market, which would materially and adversely affect our results of operations and our financial condition.

Risks Associated with Information Technology and Cybersecurity

Implementation of an enterprise resource planning (“ERP”) or other information technology systems could result in significant disruptions to our operations.

From time to time, we may implement new ERP software solutions or upgrade existing systems. Implementation of these solutions and systems is highly dependent on coordination of system providers and internal business teams. We may experience difficulties as we transition to these new or upgraded systems and processes, including system downtime causing interruptions in business operations. In addition, transitioning to these new systems requires significant capital investments and personnel resources. Difficulties in implementing new or upgraded information systems or any significant system failures could disrupt our operations, which could have a material adverse effect on our capital resources, financial condition or results of operations. 

System security risks, data protection or privacy breaches, cyber attacks and systems integration issues could disrupt our internal operations and/or harm our reputation, and any such disruption or harm could cause a reduction in our expected revenue, increase our expenses, negatively impact our results of operation or otherwise adversely affect our stock price.

Experienced hackers may be able to penetrate our network security and misappropriate or compromise our confidential and proprietary information, create system disruptions or cause shutdowns. The costs to us to eliminate or alleviate cyber or other security problems, bugs, viruses, worms, malicious software programs and security vulnerabilities could be significant, and our efforts to address these problems may not be successful and could result in interruptions and delays that may impede our sales, manufacturing, distribution, financial reporting or other critical functions.

In the ordinary course of business, we store sensitive data on our internal systems, network and servers, such as proprietary business and financial information, and confidential data pertaining to our customers, suppliers and business partners. The secure maintenance of sensitive information on our networks and the protection features of our solutions are both critical to our operations and business strategy. We devote significant resources to network security, data encryption, and other security measures to protect our systems and data. However, these security measures cannot provide absolute security.  Although we make significant efforts to maintain the security and integrity of our systems and solutions, any destructive or intrusive breach could compromise our networks, creating system disruptions or slowdowns, and the information stored on our networks could be accessed, publicly disclosed, lost or stolen. The increase in remote working arrangements during the COVID-19 pandemic has also heightened our potential exposure to cyber attacks, which could put the sensitive proprietary and financial information we store on our internal systems at risk. If any of these types of security breaches were to occur and we were unable to protect sensitive data, our relationships with our business partners and customers could be materially damaged, our reputation could be materially harmed, and we could be exposed to a risk of litigation and possible significant liability.

Portions of our IT infrastructure also may experience interruptions, delays or cessations of service or produce errors in connection with systems integration or migration work that takes place from time to time. We may not be successful in implementing new systems and transitioning data, which could cause business disruptions and our remediation efforts may be expensive, time consuming, disruptive and resource-intensive. Such disruptions could adversely impact our ability to fulfill orders and interrupt other processes. Delayed sales or lost customers resulting from these disruptions could adversely affect our financial results, stock price and reputation.

Effective May 25, 2018, the European Union (EU”) implemented the General Data Protection Regulation (GDPR”), a broad data protection framework that expands the scope of current EU data protection law to non-European Union entities that process, or control the processing of, the personal information of EU subjects. The GDPR allows for the imposition of fines and corrective action on entities that improperly use or disclose the personal information of EU subjects, including through a data security breach. The State of California enacted the California Consumer Privacy Act of 2018 (CCPA”), effective on January 1, 2020, which contains requirements similar to GDPR for the handling of personal information of California residents.

Our failure to fully comply with GDPR, CCPA and other laws could lead to significant fines and require onerous corrective action. In addition, data security breaches experienced by us could result in the loss of trade secrets or other intellectual property, public disclosure of sensitive commercial data, and the exposure of personally identifiable information (including sensitive personal information) of our employees, customers, suppliers and others.

Unauthorized use or disclosure of, or access to, any personal information maintained by us or on our behalf, whether through breach of our systems, breach of the systems of our suppliers or vendors by an unauthorized party, or through employee error, theft or misuse, or otherwise, could harm our business. If any such unauthorized use or disclosure of, or access to, such personal information was to occur, our operations could be seriously disrupted, and we could be subject to demands, claims and litigation by private parties, and investigations, related actions, and penalties by regulatory authorities. In addition, we could incur significant costs in notifying affected persons and entities and otherwise complying with the multitude of foreign, federal, state and local laws and regulations relating to the unauthorized access to, or use or disclosure of, personal information. Finally, any perceived or actual unauthorized access to, or use or disclosure of, such information could harm our reputation, substantially impair our ability to attract and retain customers and have an adverse impact on our business, financial condition and results of operations.

Risks Associated with Strategic Investments and Initiatives

Our success depends on our investment of significant resources in research and development. We may have to invest more resources in research and development than anticipated, which could increase our operating expenses and negatively impact our operating results.

 

Our success depends on us investing significant amounts of resources into research and development. We expect to have to continue to invest heavily in research and development in the future in order to continue to innovate and introduce new products in a timely manner and increase our revenue and profitability. If we have to invest more resources in research and development than we anticipate, we could see an increase in our operating expenses which may negatively impact our operating results. Also, if we are unable to properly manage and effectively utilize our research and development resources, we could see material adverse effects on our business, financial condition and operating results.

 

In addition, if new competitors, technological advances by existing competitors, our entry into new markets, or other competitive factors require us to invest significantly greater resources than anticipated in our research and development efforts, our operating expenses would increase. If we are required to invest significantly greater resources than anticipated in research and development efforts without a corresponding increase in revenue, our operating results could decline. Research and development expenses are likely to fluctuate from time to time to the extent we make periodic incremental investments in research and development and these investments may be independent of our level of revenue, which could negatively impact our financial results. In order to remain competitive, we anticipate that we will continue to devote substantial resources to research and development, and we expect these expenses to increase in absolute dollars in the foreseeable future due to the increased complexity and the greater number of products under development.

 

We may not realize the anticipated benefits of any company or business that we acquire. In addition, acquisitions could result in diluting the ownership interests of our stockholders, reduce our cash balances, and cause us to incur debt or to assume contingent liabilities, which could adversely affect our business.

As a part of our business strategy, from time to time we review acquisition prospects that would complement our current product offerings, enhance our design capability or offer other competitive opportunities. As a result of completing acquisitions, we could use a significant portion of our available cash, cash equivalents and short-term investments, issue equity securities that would dilute current stockholders’ percentage ownership, or incur substantial debt or contingent liabilities. Such actions could impact our operating results and the price of our common stock. 

In addition, we may be unable to identify or complete prospective acquisitions for various reasons, including competition from other companies in the semiconductor industry, the valuation expectations of acquisition candidates and applicable antitrust laws or related regulations. If we are unable to identify and complete acquisitions, we may not be able to successfully expand our business and product offerings.

We cannot guarantee that any future acquisitions will improve our results of operations or that we will otherwise realize the anticipated benefits of any acquisitions. In addition, if we are unsuccessful in integrating any acquired company or business into our operations or if integration is more difficult than anticipated, we may experience disruptions that could harm our business and result in our failure to realize the anticipated benefits of the acquisitions. Some of the risks that may adversely affect our ability to integrate or realize any anticipated benefits from the acquired companies, businesses or assets include those associated with:

unexpected losses of key employees or customers of the acquired companies or businesses;

conforming the acquired company’s standards, processes, procedures and controls with our operations;

coordinating new product and process development;

hiring additional management and other critical personnel;

increasing the scope, geographic diversity and complexity of our operations;

difficulties in consolidating facilities and transferring processes and know-how;

difficulties in the assimilation of acquired operations, technologies or products;

the risk of undisclosed liabilities of the acquired businesses and potential legal disputes with founders or stockholders of acquired companies;

our inability to commercialize acquired technologies;

the risk that the future business potential as projected is not realized and as a result, we may be required to take an impairment charge related to goodwill or acquired intangibles that would impact our profitability;

difficulties in assessing the fair value of earn-out arrangements;

diversion of management’s attention from other business concerns; and

adverse effects on existing business relationships with customers.

Risks Associated with Financial Reporting

The complexity of calculating our tax provision may result in errors that could result in restatements of our financial statements.

Due to the complexity associated with the calculation of our tax provision, including the effects of the U.S. Tax Cuts and Jobs Act enacted in December 2017 (“2017 Tax Act”) and the enactment of other tax laws, we engage third-party tax advisors to assist us in the calculation. If we or our tax advisors fail to resolve or fully understand certain issues that we may have had in the past and issues that may arise in the future, we could be subject to errors, which, if material, would result in us having to restate our financial statements. Restatements are generally costly and could adversely impact our results of operations, damage our reputation, and/or have a negative impact on the trading price of our common stock.  

Changes in effective tax rates or adverse outcomes resulting from examination of our income tax returns could adversely affect our results of operations.

Our future effective tax rates could be adversely affected by earnings being lower than anticipated in countries where we have lower statutory rates and higher than anticipated in countries where we have higher statutory rates, by changes in the valuation of our deferred tax assets, or by changes in tax laws such as the 2017 Tax Act, regulations, accounting principles or interpretations thereof and discrete items. In addition, we are subject to potential future examinations of our income tax returns by the Internal Revenue Service (“IRS”) and tax authorities in various jurisdictions where we have business operations. We assess the likelihood of adverse outcomes resulting from these examinations to determine the adequacy of our provision for income taxes. There can be no assurance that the outcomes from any examinations will not have an adverse effect on our financial condition and results of operations.

Our international operations subject us to potentially significant tax consequences, which could adversely affect our results of operations.


We conduct our international operations through wholly-owned subsidiaries, branches and representative offices and report our taxable income in various jurisdictions worldwide based upon our business operations in those jurisdictions. Such corporate structures are subject to complex transfer pricing and other local regulations administered by taxing authorities in various jurisdictions. The relevant taxing authorities may disagree with our determinations as to the income and expenses attributable to specific jurisdictions. If such a disagreement were to occur, and our positions were not sustained, we could be required to pay additional taxes, interest and penalties, resulting in higher effective tax rates, reduced cash flows and lower overall profitability of our operations. Additionally, our future worldwide tax rate and financial position may be affected by changes in the relevant tax laws, interpretation of such tax laws or the influence of certain tax policy efforts of the European Union and the Organization for Economic Co-operation and Development.

We face risks in connection with our internal control over financial reporting.

Effective internal control over financial reporting is necessary for us to provide reliable and accurate financial reports. If we cannot provide reliable financial reports or prevent fraud or other financial misconduct, our business and operating results could be harmed. Our failure to implement and maintain effective internal control over financial reporting could result in a material misstatement of our financial statements or otherwise cause us to fail to meet our financial reporting obligations. This, in turn, could result in a loss of investor confidence in the accuracy and completeness of our financial reports, which could have an adverse effect on our results of operations and/or have a negative impact on the trading price of our common stock, and could subject us to stockholder litigation. In addition, we cannot assure you that we will not in the future identify material weaknesses in our internal control over financial reporting that we have not discovered to date, which may impact the reliability of our financial reporting and financial statements. 

Risks Associated with Regulatory Compliance, Intellectual Property Protection and Litigation

We are subject to anti-corruption laws in the jurisdictions in which we operate, including the U.S. Foreign Corrupt Practices Act (the FCPA”). Our failure to comply with these laws could result in penalties which could harm our reputation and have a material adverse effect on our business, financial condition and results of operations.

We are subject to the FCPA, which generally prohibits companies and their intermediaries from making improper payments to foreign officials for the purpose of obtaining or keeping business and/or other benefits, along with various other anti-corruption laws. Although we have implemented policies and procedures designed to ensure that we, our employees and other intermediaries comply with the FCPA and other anti-corruption laws to which we are subject, there is no assurance that such policies or procedures will work effectively all of the time or protect us against liability under the FCPA or other laws for actions taken by our employees and other intermediaries with respect to our business or any businesses that we may acquire. We have significant operations in Asia, which place us in frequent contact with persons who may be considered “foreign officials” under the FCPA, resulting in an elevated risk of potential FCPA violations. If we are not in compliance with the FCPA and other laws governing the conduct of business with government entities (including local laws), we may be subject to criminal and civil penalties and other remedial measures, which could have a material adverse impact on our business, financial condition, results of operations and liquidity. Any investigation of any potential violations of the FCPA or other anti-corruption laws by the U.S. or foreign authorities could harm our reputation and have an adverse impact on our business, financial condition and results of operations.

Our business is subject to various governmental laws and regulations, and compliance with these regulations may impact our revenue and cause us to incur significant expense. If we fail to maintain compliance with applicable regulations or obtain government licenses and approvals for our desired international trading activities or technology transfers, we may be forced to recall products and cease their distribution, and we could be subject to civil or criminal penalties.

Our business is subject to various significant laws and other legal requirements imposed by the U.S. and other countries we conduct business with, including export control laws such as the Export Administration Act, the Export Administration Regulations and other laws, regulations and requirements governing international trade and technology transfer. These laws and regulations are complex, change frequently and have generally become more stringent over time. We may be required to incur significant expense to comply with these regulations or to remedy violations of these regulations. In addition, if our customers fail to comply with these regulations, we may be required to suspend sales to these customers, which could negatively impact our results of operations. We must conform the manufacture and distribution of our products to various laws and adapt to regulatory requirements in many countries as these requirements change. If we fail to comply with these requirements in the manufacture or distribution of our products, we could be required to pay civil penalties, face criminal prosecution and, in some cases, be prohibited from distributing our products commercially until the products are brought into compliance.

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

We are subject to various state, federal and international laws and regulations governing the environment, including those restricting the presence of certain substances in electronic products and making manufacturers of those products financially responsible for the collection, treatment, recycling and disposal of certain products. Such laws and regulations have been passed in several jurisdictions in which we operate, including various European Union member countries and countries in Asia. There can be no assurance that similar laws and regulations will not be implemented in other jurisdictions resulting in additional costs, possible delays in delivering products, and even the discontinuance of existing and planned future products if the cost were to become prohibitive.

If we are unsuccessful in legal proceedings brought against us or any of our customers, we could be prevented from selling many of our products and/or be required to pay substantial damages. An unfavorable outcome or an additional award of damages, attorneys’ fees or an injunction could cause our revenue to decline significantly and could severely harm our business and operating results.

From time to time we are a party to various legal proceedings. If we are not successful in litigation that could be brought against us or our customers, we could be ordered to pay monetary fines and/or damages. If we are found liable for willful patent infringement, damages could be significant. We and/or our customers could also be prevented from selling some or all of our products. Moreover, our customers and end users could decide not to use our products, and our products and our customers’ accounts payable to us could be seized. Finally, interim developments in these proceedings could increase the volatility in our stock price as the market assesses the impact of such developments on the likelihood that we will or will not ultimately prevail in these proceedings.

Given our inability to control the timing and nature of significant events in our legal proceedings that either have arisen or may arise, our legal expenses are difficult to forecast and may vary substantially from our publicly disclosed forecasts with respect to any given quarter, which could contribute to increased volatility in our stock price and financial condition.

Historically, we have incurred significant expenses in connection with various legal proceedings that vary with the level of activity in the proceeding. It is difficult for us to forecast our legal expenses for any given quarter, which adversely affects our ability to forecast our expected results of operations in general. We may also be subject to unanticipated legal proceedings, which would result in us incurring unexpected legal expenses. If we fail to meet the expectations of securities or industry analysts as a result of unexpected changes in our legal expenses, our stock price could be materially impacted.

Future legal proceedings may divert our financial and management resources.

The semiconductor industry is characterized by frequent claims of infringement and litigation regarding patent and other intellectual property rights. Patent infringement is an ongoing risk, in part because other companies in our industry could have patent rights that may not be identifiable when we initiate development efforts. Litigation may be necessary to enforce our intellectual property rights, and we may have to defend ourselves against additional infringement claims. Such litigation is very costly. In the event any third party makes a new infringement claim against us or our customers, we could incur additional ongoing legal expenses. In addition, in connection with these legal proceedings, we may be required to post bonds to defend our intellectual property rights in certain countries for an indefinite period of time, until such dispute is resolved. If our legal expenses materially increase or exceed anticipated amounts, our capital resources and financial condition could be adversely affected. Further, if we are not successful in any of our intellectual property defenses, our financial condition could be adversely affected and our business could be harmed. Our management team may also be required to devote a great deal of time and effort to these legal proceedings, which could divert management’s attention from focusing on our operations and adversely affect our business.

Failure to protect our proprietary technologies or maintain the right to certain technologies may negatively affect our ability to compete.

We rely heavily on our proprietary technologies. Our future success and competitive position depend in part upon our ability to obtain and maintain protection of certain proprietary technologies used in our products. We pursue patents for some of our new products and unique technologies, and we also rely on a combination of nondisclosure agreements and other contractual provisions, as well as our employees’ commitment to confidentiality and loyalty, to protect our technology, know-how and processes. Despite the precautions we take, it may be possible for unauthorized third parties to copy aspects of our current or future technologies or products, or to obtain and use information that we regard as proprietary. We intend to continue to protect our proprietary technologies, including through patents. However, there can be no assurance that the steps we take will be adequate to protect our proprietary rights, that our patent applications will lead to issued patents, that others will not develop or patent similar or superior products or technologies, or that our patents will not be challenged, invalidated or circumvented by others. Furthermore, the laws of the countries in which our products are or may be developed, manufactured or sold may not protect our products and intellectual property rights to the same extent as laws in the United States. Our failure to adequately protect our proprietary technologies could materially harm our business. 

Risks Associated with Human Capital Management

The loss of any of our key personnel or the failure to attract or retain specialized technical and management personnel could affect our operations or impair our ability to grow our business.

 

Our future success depends upon our ability to attract and retain highly qualified technical and managerial personnel. We are particularly dependent on the continued services of our key executives, including Michael Hsing, our President and Chief Executive Officer, who founded our company and developed our proprietary process technology. In addition, personnel with highly skilled analog and mixed-signal design engineering expertise are scarce and competition for personnel with these skills is intense. There can be no assurance that we will be able to retain existing key employees or that we will be successful in attracting, integrating or retaining other highly qualified personnel with critical capabilities in the future. If we are unable to retain the services of existing key employees or are unsuccessful in attracting new highly qualified employees quickly enough to meet the demands of our business, including design cycles, our business could be harmed. Furthermore, if we lose key personnel, the search for a qualified replacement and the transition could interrupt our operations as the search could take us longer than expected and divert management resources, and the newly hired employee could take longer than expected to integrate into the team.

If we fail to retain key employees in our sales, applications, finance and legal staff or to make continued improvements to our internal systems, particularly in the accounting and finance area, our business may suffer.

 

If we fail to continue to adequately staff our sales, applications, financial and legal staff, maintain or upgrade our business systems and maintain internal control that meet the demands of our business, our ability to operate effectively will suffer. The operation of our business also depends upon our ability to retain these employees, as these employees hold a significant amount of institutional knowledge about us and our products, and, if they were to terminate their employment, our sales and internal control over financial reporting could be adversely affected.

Risks Associated with Ownership of Our Stock

The future trading price of our common stock could be subject to wide fluctuations in response to a variety of factors.

The future trading price of our common stock is likely to be highly volatile and could be subject to wide fluctuations in response to various factors, many of which are beyond our control, including:

actual or anticipated results of operations and financial performance;

 

general economic, industry and market conditions worldwide;

our ability to outperform the market and outperform at a level that meets or exceeds our investors’ expectations;

whether our guidance meets the expectations of our investors;

the breath and liquidity of the market for our common stock;

the inclusion, exclusion or deletion of our common stock from any major trading indices, such as the S&P 500 Index;

developments generally affecting the semiconductor industry;

commencement of or developments relating to our involvement in litigation;

investor perceptions of us and our business strategies;

changes in securities analysts’ expectations or our failure to meet those expectations;

actions by institutional or other large stockholders;

terrorist acts or acts of war;

• 

epidemics and pandemics, such as the COVID-19 pandemic;

trading activity in our common stock, including short positions;

actual or anticipated manufacturing capacity limitations;

developments with respect to intellectual property rights;

introduction of new products by us or our competitors;

our sale of common stock or other securities in the future;

conditions and trends in technology industries;

our loss of key customers;

changes in market valuation or earnings of our competitors;

any mergers, acquisitions or divestitures of assets undertaken by us;

government debt default;

changes in corporate tax laws;

government policies and regulations on international trade policies and restrictions, including tariffs on imports of foreign goods;

export controls, trade and economic sanctions and regulations, and other regulatory or contractual limitations on our ability to sell or develop our products in certain foreign markets, particularly in China;

our ability to obtain governmental licenses and approvals for international trading activities or technology transfers, including export licenses;

ratings published by third-party organizations with respect to our environmental, social and governance compliance efforts;

our ability to develop new products, enter new market segments, gain market share, manage litigation risk, diversify our customer base and successfully secure manufacturing capacity;

our ability to increase our gross margins;

our ability to accurately forecast future demand for our products;

market reactions to guidance from other semiconductor companies or third-party research groups;

market reactions to merger and acquisition activities in the semiconductor industry, and rumors or expectations of further consolidation in the industry;

investments in sales and marketing resources to enter new markets;

costs of increasing wafer capacity and qualifying additional third-party wafer fabrication facilities;

cyber attacks or other system security, data protection and privacy breaches;

our ability to pay quarterly cash dividends to stockholders; and

changes in the estimation of the future size and growth rate of our markets.

 

We intend to continue to expand our operations, which may strain our resources and increase our operating expenses.

We plan to continue to expand our domestic and foreign operations through internal growth, strategic relationships, and/or acquisitions. We expect that any such expansion will strain our systems and operational and financial controls. In addition, we are likely to incur significantly higher operating costs. To manage our growth effectively, we must continue to improve and expand our systems and controls, as well as hire experienced administrative and financial personnel. If we fail to do so, our growth will be limited. If we fail to effectively manage our planned expansion of operations, our business and operating resultsthe stock market often experiences substantial volatility that may be harmed.

Weunrelated to the operating performance of particular companies. These broad market fluctuations may not realize the anticipated benefits of any company or business that we acquire. In addition, acquisitions could result in diluting the ownership interests of our stockholders, reduce our cash balances, and cause us to incur debt or to assume contingent liabilities, which could adversely affect our business. We may also be the target of strategic transactions, which could divert our management’s attention and otherwise disrupt our operations and adversely affect our business.

As a part of our business strategy, from time to time we review acquisition prospects that would complement our current product offerings, enhance our design capability or offer other competitive opportunities. As a result of completing acquisitions, we could use a significant portion of our available cash, cash equivalents and short-term investments, issue equity securities that would dilute current stockholders’ percentage ownership, incur substantial debt or contingent liabilities, or incur impairment charges related to goodwill or other acquisition-related intangibles. Such actions could impact our operating results and thetrading price of our common stock.

 

In addition, we may be unable to identify or complete prospective acquisitions for various reasons, including competition from other companies in the semiconductor industry, the valuation expectations of acquisition candidates and applicable antitrust laws or related regulations. If we are unable to identify and complete acquisitions, we may not be able to successfully expand our business and product offerings.

We cannot guarantee that any future acquisitions will improve our results of operations or that we will otherwise realize the anticipated benefits of any acquisitions. In addition, if we are unsuccessful in integrating any acquired company or business into our operations or if integration is more difficult than anticipated, we may experience disruptions that could harm our business and result in our failure to realize the anticipated benefits of the acquisitions. Some of the risks that may adversely affect our ability to integrate or realize any anticipated benefits from the acquired companies, businesses or assets include those associated with:

unexpected losses of key employees or customers of the acquired companies or businesses;

conforming the acquired company’s standards, processes, procedures and controls with our operations;

coordinating new product and process development;

hiring additional management and other critical personnel;

increasing the scope, geographic diversity and complexity of our operations;

difficulties in consolidating facilities and transferring processes and know-how;

difficulties in the assimilation of acquired operations, technologies or products;

the risk of undisclosed liabilities of the acquired businesses and potential legal disputes with founders or stockholders of acquired companies;

our inability to commercialize acquired technologies;

the risk that the future business potential as projected is not realized and as a result, we may be required to take a charge to earnings that would impact our profitability;

the need to take impairment charges or write-downs with respect to acquired assets and technologies;

difficulties in assessing the fair value of earn-out arrangements;

diversion of management’s attention from other business concerns; and

adverse effects on existing business relationships with customers.

In addition, third parties may be interested in acquiring us. We will consider and discuss such transactions as we deem appropriate. Such potential transactions may diver the attention of management, and cause us to incur various costs and expenses in investigating and evaluating such transactions, whether or not they are consummated.

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

We may issue additional shares of common stock in the future in order to raise additional capital to fund our global operations or in connection with an acquisition. We also issue restricted stock units to employees, which convert into shares of common stock upon vesting. Any issuance of our common stock may result in immediate dilution of our stockholders. In addition, the issuance of a significant amount of our common stock may result in additional regulatory requirements, such as stockholder approval.

We compete against many companies with substantially greater financial and other resources, and our market share may be reduced if we are unable to respond to our competitors effectively.

The analog and mixed-signal semiconductor industry is highly competitive, and we expect competitive pressures to continue. Our ability to compete effectively and to expand our business will depend on our ability to continue to recruit applications and design talent, our ability to introduce new products, and our ability to maintain the rate at which we introduce these new products. We compete with domestic and non-domestic semiconductor companies, many of which have substantially greater financial and other resources with which to pursue engineering, manufacturing, marketing, and distribution of their products. We are in direct and active competition, with respect to one or more of our product lines, with many manufacturers of such products, of varying size and financial strength. The number of our competitors has grown due to the expansion of the market segments in which we participate. 

We cannot assure you that our products will continue to compete favorably, or that we will be successful in the face of increasing competition from new products and enhancements introduced by existing competitors or new companies entering this market, which would materially and adversely affect our results of operations and our financial condition.

If securities or industry analysts downgrade our stock or do not continue to publish research or reports about our business, our stock price and trading volume could decline.

 

The trading market for our common stock will depend, in part, on the research and reports that industry or securities analysts publish about us or our business. We do not have any control over these analysts. If one or more of the analysts who cover us downgrade our stock, our stock price would likely decline. If one or more of these analysts cease coverage of us or fail to regularly publish reports on us, we could lose visibility in the financial markets, which in turn could cause our stock price or trading volume to decline.

 

Major earthquakesShort positions in our stock could have a substantial impact on the trading price of our stock.

Historically, there have been “short” positions in our common stock. The anticipated downward pressure on our stock price due to actual or anticipated sales of our stock by some institutions or individuals who engage in short sales of our common stock could cause our stock price to decline. Such stock price decreases could encourage further short-sales that could place additional downward pressure on our stock price. This could lead to further increases in the existing short position in our common stock and cause volatility in our stock price. The volatility of our stock may cause the value of a stockholder’s investment to decline rapidly. Additionally, if our stock price declines, it may be more difficult for us to raise capital and may have other adverse effects on our business.

There can be no assurance that we will continue to declare cash dividends at all or in any particular amounts.

We have a dividend program approved by our Board of Directors, pursuant to which we intend to pay quarterly cash dividends on our common stock. The declaration of any future cash dividends is at the discretion of our Board of Directors and will depend on, among other things, our financial condition, results of operations, capital requirements, business conditions, and other factors that our Board of Directors may deem relevant, as well as a determination that cash dividends are in the best interests of our stockholders. Our dividend payments may change from time to time, and we cannot provide assurance that we will continue to declare dividends at all or in any particular amounts. A reduction in or elimination of our dividend payments could have a negative effect on the price of our common stock.

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

We may issue additional shares of common stock in the future in order to raise additional capital to fund our global operations or in connection with an acquisition. We also issue restricted stock units (“RSUs”) to employees, which convert into shares of common stock upon vesting. Any issuance of our common stock may result in immediate dilution to our stockholders. In addition, the issuance of a significant amount of our common stock may result in additional regulatory requirements, such as stockholder approval.

General Risk Factors

Our worldwide operations are subject to political, economic and health risks and natural disasters, and resulting systems outages may cause us significant losses.which could have a material adverse effect on our business operations.

 

Our corporate headquarters,offices in California and Washington, the production facilities of our third-party wafer suppliers, our IC testing and manufacturing facilities, a portion of our assembly and research and development activities, and certain other critical business operations are located in or near seismically active regions and are subject to periodic earthquakes. We do not maintain earthquake insurance and could be materially and adversely affected in the event of a major earthquake. Much of our revenue, as well as our manufacturers and assemblers, are concentrated in Asia, particularly in China. Such concentration increases the risk that other natural disasters, labor strikes, terrorism, war, political unrest, epidemics and pandemics, and/or health advisories could disrupt our operations. For example, the COVID-19 pandemic has resulted in disruptions in business operations and other global economic activities. Any of these events may cause disruptions and have a material adverse impact on our business and results of operations.

In addition, we rely heavily on our internal information and communications systems and on systems or support services from third parties to manage our operations efficiently and effectively. Any of these are subject to failure due to a natural disaster or other disruption.disruptions. System-wide or local failures that affect our information processing could have material adverse effects on our business, financial condition operatingand results and cash flows.of operations. 

 

ITEM 1B.    UNRESOLVED STAFF COMMENTS

UNRESOLVED STAFF COMMENTS

 

None.

 

ITEM 2.    PROPERTIES

PROPERTIES

 

The following table summarizes our primarysignificant properties as of December 31, 2017:2020:

 

 

 

Location

Approximate

Building

Square Footage

 

 

Primary Use

Owned:

United States:

Kirkland, Washington

  70,000

Principal executive office, research and development, sales and marketing 

Livonia, Michigan

  40,000

Sales and marketing, research and development

San Jose, California

106,000

Corporate headquarters, researchResearch and development, sales and marketing, administrative 

International:

Chengdu, China

150,000

200,000

Research and development,, administrative offices

Chengdu, China

60,000

Testing and manufacturing operations

Hangzhou, China

68,000

Research and development

Shanghai, China

23,000

  23,000

Sales and marketing

Shenzhen, China

8,000

SalesSales and marketing

Taipei, Taiwan

47,000

  47,000

Sales and marketing, research and development

Leased:
Chengdu, China45,000Inventory storage warehouse
Hangzhou, China34,000Research and development
Seattle, Washington9,000

Sales and marketing, research and development

Leased:

Chengdu, China

  89,000

Manufacturing operations, inventory warehouse

Barcelona, Spain

  12,000

Research and development, sales and marketing

 

We also lease other sales and marketing, and research and development offices in China, India, Japan, Korea, Singapore,Asia, Europe and the United States and Europe.States. We believe that our existing facilities are adequate for our current operations.

 

ITEM 3.    LEGAL PROCEEDINGS

LEGAL PROCEEDINGS

 

We are a party to actions and proceedings in the ordinary course of business, including potential litigation initiated by our shareholders,stockholders, challenges to the enforceability or validity of our intellectual property, claims that our products infringe on the intellectual property rights of others, and employment matters. These proceedings often involve complex questions of fact and law andmay require the expenditure of significant funds and the diversion of other resources to prosecute and defend. We defend ourselves vigorously against any such claims.

As of December 31, 2017, 2020there were no material pending legal proceedings to which we were a party.

 

ITEM 4.    MINE SAFETY DISCLOSURES

MINE SAFETY DISCLOSURES

 

Not applicable.

 

 

PART II

 

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

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

 

Market Price of Our Common Stock Information

 

Our common stock is traded on the Nasdaq Global Select Market under the symbol “MPWR.” The following table sets forth the high and low sales price per share of our common stock: 

  

High

  

Low

 

2017:

        

First quarter

 $94.49  $81.84 

Second quarter

 $103.92  $88.19 

Third quarter

 $107.87  $94.24 

Fourth quarter

 $126.80  $105.01 
         

2016:

        

First quarter

 $63.64  $56.21 

Second quarter

 $70.75  $60.93 

Third quarter

 $80.50  $66.11 

Fourth quarter

 $85.43  $76.44 

 

Holders of Our Common Stock

 

As of February 21, 2018,22, 2021, there were nine34 registered holders of record of our common stock. A substantially greater number of holders of our common stock are “street name” or beneficial holders, whose shares are held by banks, brokers and other financial institutions.institutions on their behalf.

 

Dividend Policy

 

In June 2014,We currently have a dividend program approved by our Board of Directors, approved a dividend program pursuant to which we intend to pay quarterly cash dividends on our common stock. Based on our historical practice, stockholders of record as of the last business day of the quarter are entitled to receive the quarterly cash dividends when and if declared by our Board of Directors, which are payable to the stockholders in the following month. Our Board of Directors declared the following cash dividends:

  

Dividend Declared

  

Total

 
  

per Share

  

Amount

 
      

(in thousands)

 

2017:

        

First quarter

 $0.20  $8,248 

Second quarter

 $0.20  $8,273 

Third quarter

 $0.20  $8,301 

Fourth quarter

 $0.20  $8,323 
         

2016:

        

First quarter

 $0.20  $8,047 

Second quarter

 $0.20  $8,096 

Third quarter

 $0.20  $8,132 

Fourth quarter

 $0.20  $8,159 

In February 2018, our Board of Directors approved an increase in our quarterly cash dividends from $0.20 per share to $0.30 per share, effective for the first quarter of 2018.

 

The declaration of any future cash dividends is at the discretion of our Board of Directors and will depend on, among other things, our financial condition, results of operations, capital requirements, business conditions statutory requirements of Delaware law, compliance with the terms of future indebtedness and credit facilities and other factors that our Board of Directors may deem relevant, as well as a determination that cash dividends are in the best interests of the stockholders.

 

We anticipate that cash used for future dividend payments will come from our current domestic cash and cash generated from ongoing U.S. operations. In addition, we currently plan to repatriate cash from our Bermuda subsidiary on an ongoing basis to fund future dividends and continue to indefinitely reinvest our earnings from other foreign subsidiaries. See Note 12 of Notes to Consolidated Financial Statements under Item 8 for further discussion.

Stock Performance Graph

 

The following graph compares the cumulative five-year total return on our common stock relative to the cumulative total returns of the Nasdaq Composite Index and the PHLX Semiconductor Sector Index. An investment of $100 is assumed to have been made in our common stock on December 31, 20122015 and its performance relative to the performance of a similar investment in the two indexes is trackedshown through December 31, 2017,2020, assuming the reinvestment of dividends. Historic stock performance is not indicative of future performance.

 

image01.jpg

 

The information contained in this stock performance graph section shall not be deemed to be “soliciting material,” or “filed” or incorporated by reference in future filings with the SEC, or subject to the liabilities of Section 18 of the Securities Exchange Act of 1934, except to the extent that we specifically incorporate it by reference into a document filed under the Securities Act of 1933 or the Securities Exchange Act of 1934.

Purchases of Equity Securities by the Issuer and Affiliated Purchasers

In February 2016, the Board of Directors approved a stock repurchase program that authorized us to repurchase up to $50 million in the aggregate of our common stock through December 31, 2016. In December 2016, the Board of Directors approved an extension of the program through December 31, 2017. Under the program, shares may be repurchased in privately negotiated or open market transactions, including under plans complying with Rule 10b5-1 under the Securities Exchange Act of 1934. 

For the three months and year ended December 31, 2017, we did not repurchase any shares under the program. The program expired on December 31, 2017 with a remaining unused balance of $50 million.

 

 

ITEM 6.  SELECTED FINANCIAL DATA

 

The following selected consolidated financial data should be read in conjunction with ''Management's Discussion and Analysis of Financial Condition and Results of Operations'' and the consolidated financial statements and the notes thereto included elsewhere in this Annual Report on Form 10-K to fully understand factors that may affect the comparability of the information presented below. We derived the selected consolidated balance sheet data as of December 31, 2017 and 2016, and the consolidated statement of operations data for the years ended December 31, 2017, 2016 and 2015 from our audited consolidated financial statements and accompanying notes included in this Annual Report on Form 10-K. The consolidated balance sheet data as of December 31, 2015, 2014 and 2013, and the consolidated statement of operations data for the years ended December 31, 2014 and 2013 are derived from our audited consolidated financial statements which are not included in this report. Operating results for any year are not necessarily indicative of results to be expected for any future periods.Not applicable.

Consolidated Statement of Operations Data:

  

Year Ended December 31,

 
  

2017

  

2016

  

2015

  

2014

  

2013

 
  

(in thousands, except per share amounts)

 

Revenue

 $470,929  $388,665  $333,067  $282,535  $238,091 

Cost of revenue

  212,646   177,792   152,898   129,917   110,190 

Gross profit

  258,283   210,873   180,169   152,618   127,901 

Operating expenses:

                    

Research and development

  82,359   73,643   65,787   58,590   49,733 

Selling, general and administrative

  97,257   83,012   72,312   66,755   54,624 

Litigation expense (benefit), net

  1,243   (229)  1,000   (8,027)  (371)

Total operating expenses

  180,859   156,426   139,099   117,318   103,986 

Income from operations

  77,424   54,447   41,070   35,300   23,915 

Interest and other income, net

  5,520   2,817   1,421   1,092   92 

Income before income taxes

  82,944   57,264   42,491   36,392   24,007 

Income tax provision

  17,741   4,544   7,319   897   1,109 

Net income

 $65,203  $52,720  $35,172  $35,495  $22,898 
                     

Net income per share:

                    

Basic

 $1.58  $1.30  $0.89  $0.92  $0.61 

Diluted

 $1.50  $1.26  $0.86  $0.89  $0.59 

Weighted-average shares outstanding:

                    

Basic

  41,350   40,436   39,470   38,686   37,387 

Diluted

  43,578   41,915   40,869   39,793   38,620 
                     

Cash dividends declared per common share

 $0.80  $0.80  $0.80  $0.45  $- 

Consolidated Balance Sheet Data:

  

December 31,

 
  

2017

  

2016

  

2015

  

2014

  

2013

 
  

(in thousands)

 

Cash and cash equivalents

 $82,759  $112,703  $90,860  $126,266  $101,213 

Short-term investments

 $216,331  $155,521  $144,103  $112,452  $125,126 

Long-term investments

 $5,256  $5,354  $5,361  $5,389  $9,860 

Total assets

 $652,569  $511,126  $431,285  $399,366  $368,908 

Common stock and additional paid-in capital

 $376,586  $315,969  $265,763  $240,500  $234,201 

Total stockholders' equity

 $522,007  $431,116  $368,516  $346,425  $323,399 

Working capital

 $383,253  $330,063  $288,645  $271,051  $253,304 

 

ITEM 7.    MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

The following discussion should be read in conjunction with the consolidated financial statements and related notes which appear under Item 8 in this Annual Report on Form 10-K. This discussion and analysis contains, in addition to historical information, forward-looking statements that include risks and uncertainties. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of certain factors, including those set forth under “Item 1A. Risk Factors” and elsewhere in this Annual Report on Form 10-K.

Discussions of 2018 results and year-to-year comparisons between 2019 and 2018 that are omitted in this Annual Report on Form 10-K can be found in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part II, Item 7 of our Annual Report on Form 10-K for the year ended December 31, 2019, filed with the SEC on February 28, 2020.

 

Overview

 

We are a leading semiconductor company that designs, develops and markets high-performance power solutions. FoundedIncorporated in 1997, MPS’sour core strengths include deep system-level and applications knowledge, strong analog design expertise and an innovative proprietary process technology.technologies. These combined strengths enable MPSus to deliver highly integrated monolithic products that offer energy efficient,energy-efficient, cost-effective, easy-to-use solutions for systems found in consumer, computing and storage, automotive, industrial, automotivecommunications and communications consumer applications. Our mission is to reduce total energy consumption in our customers'customers’ systems with green, practical and compact solutions. We believe that we differentiate ourselves by offering solutions that are more highly integrated, smaller in size, more energy efficient,energy-efficient, more accurate with respect to performance specifications and, consequently, more cost-effective than many competing solutions. We plan to continue to introduce new products within our existing product families, as well as in new innovative product categories.

 

We operate in the cyclical semiconductor industry where there is seasonal demand for certain products. We are not immune from current and future industry downturns, but we have targeted product and market areas that we believe have the ability to offer above average industry performance over the long term.

 

We work with third parties to manufacture and assemble our integrated circuits (“ICs”).ICs. This has enabled us to limit our capital expenditures and fixed costs, while focusing our engineering and design resources on our core strengths.

 

Following the introduction of a product, our sales cycle generally takes a number of quarters after we receive an initial customer order for a new product to ramp up. Typical lead timetimes for orders is fewer than 90 days.are generally 16 to 26 weeks. These factors, combined with the fact that orders in the semiconductor industry can typically be cancelled or rescheduled without significant penalty to the customer, make the forecasting of our orders and revenue difficult.

  

We derive most of our revenue from sales through distribution arrangements and direct sales to customers in Asia, where our products are incorporated into end-user products. For the years ended December 31, 2017, 2016 and 2015, ourOur revenue from direct or indirect sales to customers in Asia was 89%91%, 91%89% and 91%,88% for the years ended December 31, 2020, 2019 and 2018, respectively. We derive a majority of our revenue from the sales of our DC to DC converter products which serve the consumer, computing and storage, automotive, industrial, automotivecommunications and communicationsconsumer markets. We believe our ability to achieve revenue growth will depend, in part, on our ability to develop new products, enter new market segments, gain market share, manage litigation risk, diversify our customer base and continue to secure manufacturing capacity.

 

Impact of COVID-19 on Our Business

In March 2020, the World Health Organization declared the COVID-19 outbreak a pandemic, which continues to spread rapidly in the U.S. and globally. Governmental authorities have implemented numerous containment measures, including travel-related restrictions, quarantines, shelter-in-place orders, and business restrictions and shutdowns. These measures have significantly affected the global economy and are disrupting business operations worldwide for an unknown period of time until the disease is contained. Economic conditions remained uncertain as of the end of 2020.

Our primary focus is to continue to execute our business plan and mitigate the effect of the pandemic on our financial position and operations, while actively taking all necessary precautions to ensure the safety of our employees, our suppliers and our customers. The pandemic did not materially and adversely impact our overall operating results or business operations during 2020. Some of the key developments and initiatives we implemented since March 2020 include, but are not limited to, the following:

Employees:

Our top priority during the pandemic is protecting the health and safety of our employees. As governments continue to institute new restrictions on commercial operations, we continue to monitor new developments and work to ensure our compliance while also maintaining business continuity for essential operations. In the U.S. and certain international locations, we continue to implement work-from-home arrangements in accordance with local regulations. To date, we believe these arrangements have contributed to the health and safety of our employees and allowed us to successfully maintain business operations and customer relations.

Facilities and Supply Chain:

Our manufacturing facilities in China, Taiwan and South Korea are fully operational and have experienced minimal disruptions, as we continue to follow the proper guidance issued by governmental authorities. In addition, we have not experienced any major supply chain disruptions as a result of the pandemic.

Customers:

Overall, we did not experience an adverse impact on customer demand during 2020 as a result of the pandemic. Our revenue increased in all of our end markets compared to 2019. Furthermore, there were no significant delays in payments by our customers. However, we cannot provide assurance that we will not experience a material and adverse impact on customer demand during 2021 as a result of the pandemic.

Our automotive revenue was negatively affected by the pandemic in the second quarter of 2020 after a number of automotive OEMs temporarily shut down production. However, revenue has since returned to more normal ordering levels. We continue to receive significant interest from customers in our technology and design capabilities in applications including infotainment, smart lighting, advanced driver-assistance systems and autonomous driving. We believe we are well-positioned to accelerate growth as the automotive market conditions continue to improve.

Liquidity and Capital Resources:

Our cash and investment balances remain strong and we continue to generate positive operating cash flows. We believe we have sufficient liquidity to satisfy our cash needs as we manage through the current uncertain environment. However, we will continue to monitor, evaluate and take action, as necessary, to preserve adequate liquidity to support our business for 2021 and beyond.

We are actively working with our stakeholders, including customers, suppliers and employees, to address the impact of the pandemic. We will continue to monitor the situation, to assess further possible implications to our business, supply chain and customers, and to take actions in an effort to mitigate adverse consequences. However, we cannot reasonably estimate the duration and severity of the pandemic or its ultimate impact on the global economy, the semiconductor industry and our business. A prolonged economic slowdown as a result of the pandemic could materially and adversely impact our business, results of operations and financial condition for 2021 and beyond.

Critical Accounting Policies and Estimates

 

Our discussion and analysis of our financial condition and results of operations are based upon our consolidated financial statements, which have been prepared in accordance with generally accepted accounting principles in the U.S. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amount of assets, liabilities, revenue and expenses, and related disclosure of contingent assets and liabilities. We evaluate our estimates on an on-going basis, including those related to revenue recognition, stock-based compensation, inventories, income taxes valuation of goodwill and intangible assets, and contingencies. We base our estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making the judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Estimates and judgments used in the preparation of our financial statements are, by their nature, uncertain and unpredictable, and depend upon, among other things, many factors outside of our control, such asincluding demand for our products, economic conditions and economic conditions.  Accordingly, ourother current and future events, such as the impact of the COVID-19 pandemic. Actual results could differ from these estimates and judgmentsassumptions, and any such differences may provebe material to our consolidated financial statements. 

As of the date of issuance of these consolidated financial statements, we are notaware of any specific event or circumstance related to the pandemic that would require management to update the significant estimates and assumptions used in the preparation of the consolidated financial statementsAs new events continue to evolve and additional information becomes available, any changes to these estimates and assumptions will be incorrect and actual results may differ, perhaps significantly, from these estimates.recognized in the consolidated financial statements as soon as they become known.

 

We believe the following critical accounting policies reflect our more significant judgments used in the preparation of our consolidated financial statements.

 

Revenue Recognition 

 

Our We generate revenue consists primarily offrom product sales, ofwhich include assembled and tested integrated circuits andICs, as well as dies in wafer form toform. These product sales accounted for 97%, 99% and 98% of our total revenue for the consumer, computingyears ended December 31, 2020, 2019 and storage, industrial, automotive and communications markets.2018, respectively. The remaining revenue has not been significant historically and primarily includes royaltiesroyalty revenue from licensing arrangements and revenue from wafer testing services performed for third parties.

We recognize revenue based on the following four criteria: (1) persuasive evidence of an arrangement exists; (2) delivery has occurred or servicesparties, which have notbeen rendered; (3) the fee is fixed or determinable; and (4) collectability is reasonably assured. Determination of criteria (3) and (4) is based on management’s judgment regarding the fixed nature of the fees charged for products delivered and the collectability of those fees. The application of these criteria has resultedsignificant in us generally recognizing revenue upon shipment or delivery (when title and risk of loss have transferred to customers), including to most of the distributors, original equipment manufacturers and electronic manufacturing service providers.all periods presented.

    

For eachWe recognize revenue when we satisfy a performance obligation by transferring control of the years ended December 31, 2017, 2016promised goods or services to our customers, in an amount that reflects the consideration we expect to be entitled to in exchange for those goods or services.

Product sales consist of a single performance obligation that we satisfy at a point in time. We recognize product revenue from distributors and 2015, 88%direct end customers when the following events have occurred: (a) we have transferred physical possession of the products, (b) we have a present right to payment, (c) the customer has legal title to the products, and (d) the customer bears significant risks and rewards of ownership of the products. In accordance with the shipping terms specified in the contracts, these criteria are generally met when the products are shipped from our facilities (such as the “Ex Works” shipping term) or delivered to the customers’ locations (such as the “Delivered Duty Paid” shipping term).

Under certain consignment agreements, revenue is notrecognized when the products are shipped and delivered to be held at customers’ designated locations because we continue to control the products and retain ownership, and the customers do nothave an unconditional obligation to pay. We recognize revenue when the customers consume the products from the consigned inventory locations or, in some cases, after a 60-day period from the delivery date has passed, at which time control transfers to the customers and we invoice them for payment.

We account for price adjustment and stock rotation rights as variable consideration that reduces the transaction price, and recognize that reduction in the same period the associated revenue is recognized. Four U.S.-based distributors have price adjustment rights when they sell our products to their end customers at a price that is lower than the distribution price invoiced by us. When we receive claims from the distributors that products have been sold to the end customers at the lower price, we issue the distributors credit memos for the price adjustments. We estimate the price adjustments using the expected value method based on an analysis of historical claims, at both the distributor and product level, as well as an assessment of any known trends of product sales mix. Other U.S. distributors and non-U.S. distributors, which make up the majority of our total sales respectively, were made through distribution arrangementsto distributors, do nothave price adjustment rights. We record a credit against accounts receivable for the estimated price adjustments, with third parties. We generally recognize revenue upon shipment or delivery of productsa corresponding reduction to the distributors based on the following considerations:revenue.

(1)

The price is fixed or determinable at the date of sale. We do not offer special payment terms (our normal payment terms are 30-45 days for our distributors) or price adjustments to distributors when we recognize revenue upon shipment or delivery.

(2)

The distributors are obligated to pay us and this obligation is not contingent on the resale of our products.

(3)

The distributors’ obligation is unchanged in the event of theft or physical destruction or damage to the products.

(4)

The distributors have stand-alone economic substance apart from our relationship.

(5)

We do not have any obligations for future performance to directly bring about the resale of our products by the distributors.

(6)

The amount of future returns can be reasonably estimated.

 

Certain of our large distributors have contracts that include limited stock rotation rights that permit the return of a small percentage of the previous six months’ purchases.purchases in accordance with the contract terms. We maintain a sales reserve for stock rotation rights, which is based on historical experience of actualestimate the stock rotation returns using the expected value method based on a per-distributor basisan analysis of historical returns, and information related to productsthe current level of inventory in the distribution channel. This reserve is recorded atWe record a liability for the time of sale. As of December 31, 2017 and 2016, our reserve for stock rotation rights was $2.6 million and $1.9 million, respectively. 

If we enter into arrangementsreserve, with distributors that have price adjustment or other rights that are not fixed or determinable,a corresponding reduction to revenue. In addition, we recognize revenue under such arrangements only afteran asset for product returns which represents the distributors have soldright to recover products from the products to end customers at which time the price is no longer subject to adjustment and is fixed. Three of our U.S.-based distributors have such price adjustment rights and accordingly, we defer revenue recognition on these shipments until the products are sold to the end customers by the distributors. As of December 31, 2017 and 2016, our deferred revenue balance before the price adjustments from these distributors was $1.9 million and $3.7 million, and the deferred costs were $0.2 million and $0.3 million, respectively.

On January 1, 2018, we adopted Accounting Standards Update (“ASU”) No. 2014-09,Revenue from Contracts with Customers (Topic 606). The primary effects of the new standard for us related to stock rotations, with a corresponding reduction to cost of revenue.

We pay sales commissions based on the timingachievement of revenue recognition withpre-determined product sales targets. We have elected the three U.S.-based distributors with price adjustment rights. See “Recent Accounting Pronouncements Not Yet Adoptedpractical expedient to expense sales commissions as of December 31, 2017” in Note 1 to our consolidated financial statements for further discussion.incurred because the amortization period would have been one year or less. 

 

Inventory Valuation

 

We value our inventoryinventories at the lower of the standard cost (which approximates actual cost on a first-in, first-out basis) or itstheir current estimated net realizable value. We write down inventory for obsolescence or lack of demand,excess and obsolete inventories based on assumptions about future demand and market conditions. If actual demand or market conditions are less favorable than those projected by management, additional inventory write-downs may be required. Conversely, if actual demand or market conditions are more favorable, inventoryinventories may be sold that waswere previously reserved. written down. 

Valuation of Goodwill and Acquisition-Related Intangible Assets

We evaluate intangible assets with finite lives for impairment whenever events or changes in circumstances indicate that an impairment may exist. We perform an annual impairment assessment for goodwill in the fourth quarter, or more frequently if indicators of potential impairment exist. Impairment of intangible assets is recognized based on the difference between the fair value of the assets and their carrying value. Impairment for goodwill occurs if the fair value of a reporting unit including goodwill is less than its carrying value and is recognized based on the difference between the implied fair value of the reporting unit’s goodwill and the carrying value of the goodwill. The assumptions and estimates used to determine the fair value of goodwill and intangible assets are complex and subjective. They can be affected by various factors, including external factors such as industry and economic trends, and internal factors such as changes in our business strategy and revenue forecasts. If there is a significant adverse change in our business in the future, including macroeconomic and market conditions, we may be required to record impairment charges on our goodwill and acquisition-related intangible assets.

 

Accounting for Income Taxes

 

We recognize federal, state and foreign current tax liabilities or assets based on our estimate of taxes payable or refundable in the current fiscal year by tax jurisdiction. We also recognize federal, state and foreign deferred tax assets or liabilities for our estimate of future tax effects attributable to temporary differences and carryforwards. We record a valuation allowance to reduce any deferred tax assets by the amount of any tax benefits that, based on available evidence and judgment, are not expected to be realized.

 

Our calculation of current and deferred tax assets and liabilities is based on certain estimates and judgments and involves dealing with uncertainties in the application of complex tax laws. Our estimates of current and deferred tax assets and liabilities may change based, in part, on added certainty, or finality or uncertainty to an anticipated outcome, changes in accounting or tax laws in the U.S. or foreign jurisdictions where we operate, or changes in other facts or circumstances. In addition, we recognize liabilities for potential U.S. and foreign income tax for uncertain income tax positions taken on our tax returns if it has less than a 50% likelihood of being sustained. If we determine that payment of these amounts is unnecessary or if the recorded tax liability is less than our current assessment, we may be required to recognize an income tax benefit or additional income tax expense in our financial statements in the period such determination is made. We have calculated our uncertain tax positions which were attributable to certain estimates and judgments primarily related to transfer pricing, cost sharing and our international tax structure exposure.judgments.

 

On December 22, 2017, the tax legislation commonly known as the Tax Cuts and Jobs Act (the “2017 Tax Act”) was enacted, which significantly changed U.S. corporate income tax law. The 2017 Tax Act made the following material changes:(1) reduction

 

As of December 31, 20172020 and 2016,2019, we had a valuation allowance of $12.6$18.2 million and $27.4$15.4 million, respectively, attributable to management’s determination that it is more likely than not that thecertain deferred tax assets will not be fully realized. In the fourth quarter of 2017, management assessed the realizability of the deferred tax assets and concluded that a full valuation allowance would no longer be needed on the federal deferred tax assets, due principally to the enactment of the 2017 Tax Act. As a result, we released $21.6 million of valuation allowance which was recorded as a benefit in the income tax provision. In the event we determine that it is more likely than not that we would be able to realize otherthe deferred tax assets in the future in excess of our net recorded amount, an adjustment to the valuation allowance for the deferred tax assetassets would increase income in the period such determination was made. Likewise, should it be determined that additional amounts of the net deferred tax assetassets will not be realized in the future, an adjustment to increase the deferred tax assetassets valuation allowance will be charged to income in the period such determination is made.

 

Income tax effects resulting from changes in tax laws are accounted for in the period in which the law is enacted. As of December 31, 2017, we have not completed our accounting for the tax effects of the 2017 Tax Act, including the calculation of the deemed repatriation transition tax and the remeasurement of the deferred taxes. As permitted by Staff Accounting Bulletin No. 118 (“SAB 118”) issued by the Securities and Exchange Commission on December 22, 2017, we recorded provisional amounts based on reasonable estimates for the year ended December 31, 2017. These provisional amounts are subject to revisions, possibly materially, as we perform further analysis of the 2017 Tax Act, collect and prepare necessary financial data, continue to assess our tax positions, and interpret any additional guidance issued by the U.S. Treasury Department, Internal Revenue Service (“IRS”), Financial Accounting Standards Board (“FASB”), and other standard-setting and regulatory bodies. Any subsequent adjustment to these amounts will be recorded to the income tax provision in the period when the analysis is complete. We expect to complete the analysis within the one-year measurement period ending December 21, 2018, pursuant to SAB 118.

Contingencies

 

We are a party to actions and proceedings in the ordinary course of business, including potential litigation regarding our shareholdersstockholders and our intellectual property, challenges to the enforceability or validity of our intellectual property, claims that our products infringe on the intellectual property rights of others, and employment matters. The pending proceedings involve complex questions of fact and law and will require the expenditure of significant funds and the diversion of other resources to prosecute and defend. In addition, from time to time, we become aware that we are subject to other contingent liabilities. When this occurs, we will evaluate the appropriate accounting for the potential contingent liabilities to determine whether a contingent liability should be recorded. In making this determination, management may, depending on the nature of the matter, consult with internal and external legal counsel and technical experts. Based on the facts and circumstances in each matter, we use our judgment to determine whether it is probable that a contingent loss has occurred and whether the amount of such loss can be estimated. If we determine a loss is probable and estimable, we record a contingent loss. In determining the amount of a contingent loss, we take into account advice received from experts for each specific matter regarding the status of legal proceedings, settlement negotiations, prior case history and other factors. Should the judgments and estimates made by management need to be adjusted as additional information becomes available, we may need to record additional contingent losses that could materially and adversely impact our results of operations. Alternatively, if the judgments and estimates made by management are adjusted, for example, if a particular contingent loss does not occur, the contingent loss recorded would be reversed which could result in a favorable impact on our results of operations.

 

Stock-Based Compensation

 

We measure the cost of employee services received in exchange for an award of equity instruments based on the grant-date fair value of the award. The fair value of restricted stock units (“RSUs”)RSUs with service conditions or performance conditions is based on the grant date share price. The fair value of shares issued under the employee stock purchase plan (“ESPP”) and RSUs with onlyperformance conditions is estimated using the Black-Scholes model. The fair value of RSUs with market conditions, as well as RSUs containing both market and performance conditions, is estimated using a Monte Carlo simulation model. The fair value of stock options, shares issued under the employee stock purchase plan and RSUs with a purchase price feature is estimated using the Black-Scholes model.

 

Compensation expense related to awards with service conditions is recorded on a straight-line basis over the requisite service period. Compensation expense related to awards subject to market or performance conditions is recognized over the requisite service period for each separately vesting tranche. For awards with only market conditions, compensation expense is not reversed if the market conditions are not satisfied. For awards with only performance conditions, as well as awards containing both market and performance conditions, we recognize compensation expense when the performance goals are achieved, or when it becomes probable that the performance criteriagoals will be achieved. Management performs the probability assessment on a quarterly basis by reviewing external factors, such as macroeconomic conditions and the analog industry revenue forecasts, and internal factors, such as our business and operational objectives and revenue forecasts. Changes in the probability assessment of achievement of the performance conditions are accounted for in the period of change by recording a cumulative catch-up adjustment as if the new estimate had been applied since the service inception date. If the projected achievement was revised upward or if the actual results were higher than the projected achievement, additional compensation expense would be recorded for the awards due to the cumulative catch-up adjustment, which would have an adverse impact on our results of operations. Conversely, if the projected achievement was revised downward or if the actual results were lower than the projected achievement, previously accrued compensation expense would be reversed for the awards, which would have a favorable impact on our results of operations. As a result, our stock-based compensation expense is subject to volatility and may fluctuate significantly each quarter due to changes in our probability assessment of achievement of the performance conditions or actual results being different from projections made by management.

 

We account for forfeitures of equity awards when they occur.

RecentAccounting PronouncementsPronouncements

 

Refer toSee Note 1 of the Notes to our consolidated financial statementsConsolidated Financial Statements regarding recently adopted accounting pronouncements and recent accounting pronouncements not yet adopted as of December 31, 2017.2020.

 

Results of Operations

 

The following table summarizes our results of operations:

 

  

Year Ended December 31,

 
  

2017

  

2016

  

2015

 
  

(in thousands, except percentages)

 

Revenue

 $470,929   100.0

%

 $388,665   100.0

%

 $333,067   100.0

%

Cost of revenue

  212,646   45.2   177,792   45.7   152,898   45.9 

Gross profit

  258,283   54.8   210,873   54.3   180,169   54.1 

Operating expenses:

                        

Research and development

  82,359   17.5   73,643   18.9   65,787   19.8 

Selling, general and administrative

  97,257   20.7   83,012   21.4   72,312   21.7 

Litigation expense (benefit), net

  1,243   0.2   (229)  -   1,000   0.3 

Total operating expenses

  180,859   38.4   156,426   40.3   139,099   41.8 

Income from operations

  77,424   16.4   54,447   14.0   41,070   12.3 

Interest and other income, net

  5,520   1.2   2,817   0.7   1,421   0.5 

Income before income taxes

  82,944   17.6   57,264   14.7   42,491   12.8 

Income tax provision

  17,741   3.8   4,544   1.1   7,319   2.2 

Net income

 $65,203   13.8

%

 $52,720   13.6

%

 $35,172   10.6

%

  

Year Ended December 31,

 
  

2020

  

2019

  

2018

 
  

(in thousands, except percentages)

 

Revenue

 $844,452   100.0% $627,921   100.0% $582,382   100.0%

Cost of revenue

  378,498   44.8   281,596   44.8   259,714   44.6 

Gross profit

  465,954   55.2   346,325   55.2   322,668   55.4 

Operating expenses:

                        

Research and development

  137,598   16.3   107,757   17.2   93,455   16.0 

Selling, general and administrative

  161,670   19.1   133,542   21.3   113,803   19.5 

Litigation expense

  7,804   1.0   2,464   0.4   1,922   0.4 

Total operating expenses

  307,072   36.4   243,763   38.9   209,180   35.9 

Income from operations

  158,882   18.8   102,562   16.3   113,488   19.5 

Other income, net

  10,460   1.3   10,558   1.7   4,994   0.9 

Income before income taxes

  169,342   20.1   113,120   18.0   118,482   20.4 

Income tax expense

  4,967   0.6   4,281   0.7   13,214   2.3 

Net income

 $164,375   19.5% $108,839   17.3% $105,268   18.1%

 

Revenue

 

The following table summarizes our revenue by end market, based on management’s assessment of available end market data:market:

 

 

Year Ended December 31,

  

Change

  Year Ended December 31,  Change 

End Market

 

2017

  

% of

Revenue

  

2016

  

% of

Revenue

  

2015

  

% of

Revenue

  

From

2016 to

2017

  

From

2015 to

2016

  2020  

% of

Revenue

  2019  

% of

Revenue

  2018  

% of

Revenue

  

From

2019 to

2020

  

From

2018 to

2019

 
 

(in thousands, except percentages)

  (in thousands, except percentages) 

Computing and storage

 $253,177  30.0% $189,215  30.1% $159,121  27.3% 33.8% 18.9%

Automotive

 108,966  12.9  90,303  14.4  80,078  13.8  20.7% 12.8%

Industrial

 119,603  14.2  99,381  15.8  88,472  15.2  20.3% 12.3%

Communications

 142,326  16.8  84,794  13.5  70,589  12.1  67.8% 20.1%

Consumer

 $189,757   40.3% $153,732   39.5% $145,090   43.6%  23.4%  6.0%  220,380   26.1   164,228   26.2   184,122   31.6   34.2%  (10.8)%

Computing and storage

  100,782   21.4   80,562   20.7   56,568   17.0   25.1%  42.4%

Industrial

  62,896   13.4   55,685   14.4   45,933   13.8   12.9%  21.2%

Automotive

  53,888   11.4   33,954   8.7   20,410   6.1   58.7%  66.4%

Communications

  63,606   13.5   64,732   16.7   65,066   19.5   (1.7)%  (0.5)%

Total

 $470,929   100.0% $388,665   100.0% $333,067   100.0%  21.2%  16.7% $844,452   100.0% $627,921   100.0% $582,382   100.0% 34.5% 7.8%

 

Revenue for the year ended December 31, 20172020 was $470.9$844.5 million, an increase of $82.2$216.6 million, or 21.2%34.5%, from $388.7$627.9 million for the year ended December 31, 2016.2019. This increase was driven by higher sales in all of our end markets except for communications.markets. Overall unit shipments increased by 9% due to higher market demand with current customers and design wins with new customers,7% and average sales prices increased by 12%. approximately 24% compared to the same period in 2019. The increase in average sales prices was primarily driven by favorable changes in product mix with more sales coming from products with higher unit prices. 

 

Revenue from the consumer market forFor the year ended December 31, 20172020, revenue from the communications market increased $36.0$57.5 million, or 23.4%67.8%, from the same period in 2016.2019. This increase was primarily driven by higher demandincreased infrastructure sales. Revenue from the consumer market increased $56.2 million, or 34.2%, from the same period in 2019. This increase was primarily driven by increased sales for gaming and home appliancemobile products. Revenue from the computing and storage market increased $20.2$64.0 million, or 25.1%33.8%, from the same period in 2016.2019. This increase was primarily driven by strength in the solid-state drive storage, cloud computing and high-performance notebook markets.storage. Revenue from the automotive market increased $18.7 million, or 20.7%, from the same period in 2019. This increase was primarily driven by higher sales of products for infotainment applications, despite temporary production shutdowns by certain OEMs during the second quarter due to the COVID-19 pandemic. Revenue from the industrial market increased $7.2$20.2 million, or 12.9%20.3%, from the same period in 2016.2019. This increase was primarily driven by higher sales in power source products. Revenue from the automotive market increased $19.9 million, or 58.7%, from the same period in 2016. This increase was primarily driven by higher sales of products for infotainment, safety and connectivity applications. Revenue from the communications market decreased $1.1 million, or 1.7%, from the same period in 2016. This decrease was primarily driven by lower demand in wireless applications.

  

Revenue for the year ended December 31, 2016 was $388.7 million, an increase

  

Cost of Revenue and Gross Margin 

 

Cost of revenue primarily consists of costs incurred to manufacture, assemble and test our products, as well as warranty costs, inventory-related and other overhead costs, and stock-based compensation expenses. In addition, cost of revenue includes amortization for acquisition-related intangible assets.

 

 

Year Ended December 31,

  

Change

  

Year Ended December 31,

  

Change

 
 

2017

  

2016

  

2015

  

From 2016 to

2017

  

From 2015 to

2016

  

2020

  

2019

  

2018

  

From 2019 to 2020

  

From 2018 to 2019

 
 

(in thousands, except percentages)

  

(in thousands, except percentages)

 

Cost of revenue

 $212,646  $177,792   152,898   19.6%  16.3% $378,498  $281,596  $259,714  34.4% 8.4%

As a percentage of revenue

  45.2%  45.7%  45.9%         44.8% 44.8% 44.6%     

Gross profit

 $258,283  $210,873   180,169   22.5%  17.0% $465,954  $346,325  $322,668  34.5% 7.3%

Gross margin

  54.8%  54.3%  54.1%         55.2% 55.2% 55.4%     

 

Cost of revenue was $212.6$378.5 million, or 45.2%44.8% of revenue, for the year ended December 31, 2017,2020, and $177.8$281.6 million, or 45.7%44.8% of revenue, for the year ended December 31, 2016.2019. The $34.8$96.9 million increase in cost of revenue was primarily due to a 9%7% increase in overall unit shipments coupled withand a 13%22% increase in the average direct cost of units shipped. The increase in cost of revenue was also driven by a $3.5 millionan increase in warranty expenses, inventory write-downs and warranty expenses.manufacturing overhead costs.

 

Gross margin was 54.8%55.2% for the year ended December 31, 2017,2020, compared with 54.3%55.2% for the year ended December 31, 2016. The increase in gross margin2019. For the year ended December 31, 2020, the impact of a more favorable product mix was primarily due to lower laboroffset by higher warranty expenses and manufacturing overhead costsinventory write-downs as a percentage of revenue partially offset by higher inventory write-downs.

Cost of revenue was $177.8 million, or 45.7% of revenue, forcompared to the year ended December 31, 2016, and $152.9 million, or 45.9% of revenue, for the year ended December 31, 2015. The $24.9 million increasesame period in cost of revenue was primarily due to a 19% increase in overall unit shipments, which was partially offset by a 2% decrease in the average direct cost of units shipped. The increase in cost of revenue was also driven by a $1.0 million increase in warranty expenses and inventory write-downs.

Gross margin was 54.3% for the year ended December 31, 2016, compared with 54.1% for the year ended December 31, 2015. The increase in gross margin was primarily due to lower labor and manufacturing overhead costs as a percentage of revenue, partially offset by the impact of certain manufacturing cost variances.2019.

   

Research and Development (“R&D”)

 

Research and development (“R&D”)&D expenses primarily consist of salary and benefit expenses, bonuses, stock-based compensation and deferred compensation expenses for design and product engineers, expenses related to new product development and supplies, and facility costs.   

 

 

Year Ended December 31,

  

Change

  

Year Ended December 31,

  

Change

 
 

2017

  

2016

  

2015

  

From 2016 to

2017

  

From 2015 to

2016

  

2020

  

2019

  

2018

  

From 2019 to

2020

  

From 2018 to

2019

 
 

(in thousands, except percentages)

  

(in thousands, except percentages)

 

R&D expenses

 $82,359  $73,643  $65,787   11.8%  11.9% $137,598  $107,757  $93,455  27.7% 15.3%

As a percentage of revenue

  17.5%  18.9%  19.8%         16.3% 17.2% 16.0%     

 

R&D expenses were $82.4$137.6 million, or 17.5%16.3% of revenue, for the year ended December 31, 2017,2020, and $73.6$107.8 million, or 18.9%17.2% of revenue, for the year ended December 31, 2016.2019. The $8.8$29.8 million increase in R&D expenses was primarily due to an increase of $3.8$22.3 million in compensation expenses, which include salary, benefits and bonuses, an increase of $1.9 million in laboratory supplies, an increase of $1.6 million in new product development expenses, an increase of $0.8 million in stock-based compensation expenses mainly associated with the performance-based equity awards, and an increase of $0.7 million in expenses related to changes in the value of the deferred compensation plan liabilities. Our R&D headcount was 629 employees as of December 31, 2017, compared with 578 employees as of December 31, 2016.

R&D expenses were $73.6 million, or 18.9% of revenue, for the year ended December 31, 2016, and $65.8 million, or 19.8% of revenue, for the year ended December 31, 2015. The $7.8 million increase in R&D expenses was primarily due to an increase of $2.9 million in stock-based compensation expenses mainly associated with the performance and market-based equity awards, an increase of $2.2 million in cash compensation expenses, which include salary, benefits and bonuses, an increase of $1.6$3.0 million in new product development expenses, and an increase of $0.5$1.7 million in expenses related to changes in the value of the deferred compensation plan liabilities.depreciation. Our R&D headcount was 578930 employees as of December 31, 2016,2020, compared with 506839 employees as of December 31, 2015.2019. 

Selling, General and Administrative (“SG&A”)

 

Selling, general and administrative (“SG&A”)&A expenses primarily include salary andand benefit expenses, bonuses, stock-based compensation and deferred compensation expenses for sales, marketing and administrative personnel, sales commissions, travel expenses, facilities costs, and professional service fees. 

 

  

Year Ended December 31,

  

Change

 
  

2017

  

2016

  

2015

  

From 2016 to

2017

  

From 2015 to

2016

 
  

(in thousands, except percentages)

 

SG&A expenses

 $97,257  $83,012  $72,312   17.2%  14.8%

As a percentage of revenue

  20.7%  21.4%  21.7%        

  

Year Ended December 31,

  

Change

 
  

2020

  

2019

  

2018

  

From 2019 to

2020

  

From 2018 to

2019

 
  

(in thousands, except percentages)

 

SG&A expenses

 $161,670  $133,542  $113,803   21.1%  17.3%

As a percentage of revenue

  19.1%  21.3%  19.5%        

 

SG&A expenses were $97.3$161.7 million, or 20.7%19.1% of revenue, for the year ended December 31, 2017,2020, and $83.0$133.5 million, or 21.4%21.3% of revenue, for the year ended December 31, 2016.2019. The $14.3$28.2 million increase in SG&A expenses was primarily due to an increase of $3.9 million in stock-based compensation expenses mainly associated with the performance-based equity awards, an increase of $3.7$15.4 million in compensation expenses, which include salary, benefits and bonuses, an increase of $1.3$6.2 million in depreciation expense, an increase of $1.0 million instock-based compensation expenses, related to changes in the value of the deferred compensation plan liabilities,which were mainly associated with performance-based equity awards, and an increase of $0.4$4.2 million in commission expenses due todriven by higher revenue. In addition, contributing to the increase in SG&A expenses in 2017 was a stock-based compensation credit of $2.9 million which reduced SG&A expenses in 2016 due to the retirement of our then Chief Financial Officer. As the service or performance conditions for her outstanding restricted stock units had not been satisfied at the time of her departure, we reversed previously accrued stock-based compensation expenses of $2.9 million associated with the unvested restricted stock units and the credit was reflected in SG&A expenses for year ended December 31, 2016. Our SG&A headcount was 389564 employees as of December 31, 2017,2020, compared with 355503 employees as of December 31, 2016.2019. 

  

SG&A expenses were $83.0Litigation Expense

Litigation expense was $7.8 million or 21.4% of revenue, for the year ended December 31, 2016, and $72.32020, compared with $2.5 million or 21.7% of revenue, for the year ended December 31, 2015.2019. The $10.7increase was due to increased litigation activity related to ongoing patent infringement and other matters.

Other Income, Net

Other income, net, was $10.5 million increase in SG&A expensesfor the year ended December 31, 2020, compared with other income, net, of $10.6 million for the year ended December 31, 2019. The decrease was primarily due to an increase of $3.0$2.3 million in stock-based compensation expenses mainly associated withamortization of the performance and market-based equity awards, an increase of $2.9 million in cash compensation expenses, which include salary, benefits and bonuses, an increase of $2.1 million in commission expenses due to higher revenue,premium on available-for-sale securities and an increase of $0.8$1.1 million in expenses related toforeign currency exchange losses. These unfavorable changes in the value of the deferred compensation plan liabilities. In addition, contributing to the increase in SG&A expenses in 2016 was a credit of $2.5 million related to the release of a contingent consideration liability which reduced SG&A expenses in 2015 (see below). These increases were partially offset by the stock-based compensation credit of $2.9 million recorded in 2016 due to the retirement of our then Chief Financial Officer. Our SG&A headcount was 355 employees as of December 31, 2016, compared with 306 employees as of December 31, 2015.   

Our acquisition of Sensima Technology SA (“Sensima”) in July 2014 included a contingent consideration arrangement which required us to pay up to an additional $8.9 million to former Sensima shareholders if Sensima achieved a new product introduction as well as certain product revenue and direct margin targets in 2016. The fair value of the contingent consideration at the acquisition date was $2.5 million, which was estimated based on a probability-weighted analysis of possible future revenue outcomes. The fair value of the contingent consideration was initially recorded in other long-term liabilities in the Consolidated Balance Sheets and was remeasured at the end of each reporting period, with any changes in fair value recorded in operating expense in the Consolidated Statements of Operations. As part of the quarterly assessment in the fourth quarter of 2015, management reviewed the sales forecast for the products and determined that the projected product revenue in 2016 would likely not meet the minimum target required to earn the contingent consideration, primarily because the product adoption process by customers would take longer than we had originally anticipated. Accordingly, the fair value of the contingent consideration was deemed to be $0 as of December 31, 2015. The Company released the liability of $2.5 million and recorded the credit in SG&A expenses for the year ended December 31, 2015.

Litigation Expense (Benefit), Net

Litigation expense was $1.2 million for the year ended December 31, 2017, compared with a litigation benefit, net, of $0.2 million for the year ended December 31, 2016. The increase in litigation expense was primarily due to an ongoing litigation. In addition, we recognized $0.7 million of benefit in connection with two litigation settlements for the year ended December 31, 2016.

Litigation benefit, net, was $0.2 million for the year ended December 31, 2016, compared with litigation expense of $1.0 million for the year ended December 31, 2015. The net litigation benefit in 2016 was attributable to the recognition of $0.7 million of benefit in connection with two litigation settlements, partially offset by $0.5 million of litigation expenses.

Interest and Other Income, Net

Interest and other income, net, was $5.5 million for the year ended December 31, 2017, compared with $2.8 million for the year ended December 31, 2016. The increase was primarily due to an increase of $2.9$2.0 million in interest income primarily as a result of higher investment balances, and higher yields, and an increase of $1.3$0.8 million in income related to changes in the value of the deferred compensation plan investments, partially offset by an increaseinvestments.

Income Tax Expense

 

Interest and otherThe income net, was $2.8 milliontax expense for the year ended December 31, 2016, compared with $1.4 million for the year ended December 31, 2015. The increase 2020was primarily due to an increase of $1.6 million in income related to changes in the value of the deferred compensation plan investments and an increase of $0.9 million in interest income as a result of higher yields and higher investment balances, partially offset by an increase of $0.6 million in amortization of premium on available-for-sale investments and a decrease of $0.5 million in foreign currency exchange gains.

Income Tax Provision

The income tax provision for the year ended December 31, 2017 was $17.7$5.0 million, or 21.4%2.9% of pre-tax income. The effective tax rate differed from the federal statutory rate primarily becausedue to foreign income generated byfrom our subsidiaries in Bermuda and China wasbeing taxed at lower statutory tax rates, and because of theexcess tax benefits from stock-based compensation deductions. In addition,compensation. The decrease in the effective tax rate relative to the federal statutory rate was impactedpartially offset by the effectsinclusion of the 2017 Tax Act and the release of the U.S. valuation allowance as discussed in details below.

2017 U.S. Tax Reform:global intangible low-taxed income (“GILTI”) tax.

 

Under Accounting Standards Codification (“ASC”) 740, Income Taxes, the effects of a new legislation are recognized upon enactment. Accordingly, we were required to recognize the tax effects of the 2017 Tax Act beginning in the fourth quarter of 2017.

On December 22, 2017, the Securities and Exchange Commission issued SAB 118, which addresses the application of ASC 740 in situations when a registrant does not have the necessary information available, prepared, or analyzed in reasonable detail to complete the accounting for certainThe income tax effects of the 2017 Tax Act. In accordance with SAB 118, for matters that have not been completed, we would recognize provisional amounts to the extent that they are reasonably estimable. If a reasonable estimate cannot be determined, we would not be required to report provisional amounts and would continue to apply ASC 740 based on the provisions of the tax laws that were in effect immediately before the enactment of the 2017 Tax Act.

As of December 31, 2017, we have not completed our accounting for the tax effects of the 2017 Tax Act and recorded certain provisional amounts, as discussed below, based on reasonable estimatesexpense for the year ended December 31, 2017. The provisional amounts are subject to revisions, possibly materially, as we perform further analysis of the 2017 Tax Act, collect and prepare necessary financial data, continue to assess our tax positions, and interpret any additional guidance issued by the U.S. Treasury Department, IRS, FASB, and other standard-setting and regulatory bodies. Any subsequent adjustment to these amounts will be recorded to the income tax provision in the period when the analysis is complete. We expect to complete the analysis within the one-year measurement period ending December 21, 2018, pursuant to SAB 118.

Corporate Tax Rate and Remeasurement of Deferred Taxes

The 2017 Tax Act reduces the corporate tax rate from 35% to 21%, effective January 1, 2018. Because ASC 740 requires the effect of a change in tax laws to be recognized as of the date of enactment, we remeasured our deferred tax balance as of December 22, 2017 and recorded a provisional amount of $9.8 million to the income tax provision as a result of the remeasurement for the year ended December 31, 2017.

Deemed Repatriation Transition Tax

The 2017 Tax Act mandates a one-time deemed repatriation transition tax of post-1986 undistributed foreign earnings and profits (“E&P”) on which U.S. income taxes were previously deferred. The rate applied varies depending on whether the E&P is held in liquid or non-liquid assets. A proportional deduction on the deemed repatriation results in a transition tax of 15.5% for cash and liquid assets and 8% for non-liquid assets. The transition tax is assessed regardless of whether we repatriate the earnings. The transition tax is determined on the greater of E&P as of two measurement dates (November 2, 2017 or December 31, 2017). The amount of cash and liquid assets is determined based on the greater of the amounts calculated using two alternative measurement periods.

For the year ended December 31, 2017, we recorded a provisional amount of $41.9 million related to the transition tax expense. After the utilization of R&D tax credits of $18.0 million, the transition tax payable is $23.9 million. As permitted by the 2017 Tax Act, we have elected to pay the transition tax in installments over eight years. As a result, $1.9 million2019 was recorded in current accrued liabilities and $22.0 million was recorded in long-term income tax liabilities as of December 31, 2017.

Undistributed Earnings of Subsidiaries

We previously considered the earnings in our non-U.S. subsidiaries to be indefinitely reinvested and, accordingly, recorded no deferred income taxes. Prior to the transition tax, we had an excess of the amount for financial reporting over the tax basis in our foreign subsidiaries including undistributed foreign earnings of $390.2 million. While the transition tax resulted in the reduction of the excess of the amount for financial reporting over the tax basis in our foreign subsidiaries and subjected a provisional amount of $119.7 million of undistributed foreign earnings to tax, an actual repatriation from our non-U.S. subsidiaries could be subject to additional foreign withholding taxes and U.S. state taxes.

We have analyzed our global working capital and cash requirements, and have determined that we plan to repatriate cash from our Bermuda subsidiary on an ongoing basis to fund our future U.S. based expenditures and dividends. For the other foreign subsidiaries, we expect to indefinitely reinvest undistributed earnings to fund foreign operations and their research and development. For those undistributed foreign earnings from which we were not able to make a reasonable estimate of the tax effects of such repatriation, we have not recorded any deferred taxes or accrued for any withholding taxes or state taxes as of December 31, 2017. We will record the tax effects of any change in our prior assertion with respect to those undistributed foreign earnings in the period that we are first able to make a reasonable estimate, no later than the end of the measurement period under SAB 118.

Global Intangible Low-Taxed Income

The 2017 Tax Act subjects a U.S. parent shareholder to taxation of its global intangible low-taxed income (“GILTI”), effective January 1, 2018. The GILTI inclusions will impact companies that have foreign earnings generated without a large aggregate foreign fixed asset base and whose earnings are being taxed at a low tax rate. GILTI is calculated based on foreign income in excess of a deemed return on tangible assets of foreign corporations. The income inclusion under GILTI is eligible for a deduction that is intended to lower the effective tax rate to 10.5% for taxable years 2018 to 2025, and rise to 13.125% for taxable years after 2025. The enactment of the GILTI tax will result in additional Subpart F income recognition for us in 2018 and onwards. 

Executive Compensation Deductions

The 2017 Tax Act retains the $1 million limitation on deductible compensation to covered employees, which include the Chief Executive Officer and four other highest paid officers, under IRC Section 162(m). However, it eliminates the exception for performance-based cash or stock compensation and expands the definition of covered employees to include the Chief Financial Officer. Accordingly, beginning January 1, 2018, the deductible compensation to covered employees will generally be subject to the $1 million limitation.

Release of Valuation Allowance:

Management periodically evaluates the realizability of our deferred tax assets based on all available evidence. The realizability of our deferred tax assets is dependent on our ability to generate sufficient future taxable income during periods prior to the expiration of tax attributes to fully utilize these assets.  We maintained a full valuation allowance on our U.S. deferred tax assets as of the third quarter of 2017.  In the fourth quarter of 2017, we assessed the realizability of the deferred tax assets and concluded that it was more likely than not that our federal deferred tax assets would be realizable, due principally to the enactment of the 2017 Tax Act. In accordance with ASC 740, management considered all available evidence, both positive and negative, to determine whether, based on the weight of that evidence, a valuation allowance for deferred tax asset was needed. Our conclusion was primarily driven by the following positive evidence:

We forecast taxable income in the U.S. in future periods.  The enactment of GILTI will result in additional Subpart F income each year.

Executive performance-based equity awards are now subject to the Section 162(m) deduction limitation.

We have a history of utilizing all federal tax attributes before expiration.

As a result, we released $21.6 million of valuation allowance on federal deferred tax assets, which was recorded as a benefit in the income tax provision in the fourth quarter of 2017. We continue to maintain a full valuation allowance on the deferred tax assets in California, primarily due to a low apportionment factor and the amount of R&D tax credits generated is greater than the amount utilized.

The income tax provision for the year ended December 31, 2016 was $4.5$4.3 million, or 7.9%3.8% of pre-tax income. The effective tax rate differed from the federal statutory rate primarily becausedue to foreign income generated by from our subsidiaries in Bermuda and China wasbeing taxed at lower rates. In addition,statutory tax rates, the impact of certain tax credits and excess tax benefits from stock-based compensation. The decrease in the effective tax rate was impacted by changes in valuation allowance and the stock-based compensation deductions.

The income tax provision for the year ended December 31, 2015 was $7.3 million, or 17.2% of pre-tax income. We recorded a one-time net charge of $2.7 millionrelative to the income tax provision related to the resolution of the income tax audits in the second quarter of 2015. In addition to the impact of this charge, the effective tax rate differed from the federal statutory rate primarily because foreign income generatedwas partially offset by our subsidiaries in Bermuda and China was taxed at lower rates and from the releaseinclusion of an income tax reserve where the statute of limitations expired. In addition, the effective tax rate was impacted by changes in valuation allowance.GILTI tax.

 

See Note 12 of the Notes to Consolidated Financial Statements for further discussion.

Liquidity and Capital Resources

 

  

December 31,

 
  

2017

  

2016

 
  

(in thousands, except percentages)

 

Cash and cash equivalents

 $82,759  $112,703 

Short-term investments

  216,331   155,521 

Total cash, cash equivalents and short-term investments

 $299,090  $268,224 

Percentage of total assets

  45.8%  52.5%
         

Total current assets

 $449,170  $382,984 

Total current liabilities

  (65,917)  (52,921)

Working capital

 $383,253  $330,063 

  

December 31,

 
  

2020

  

2019

 
  

(in thousands, except percentages)

 

Cash and cash equivalents

 $334,944  $172,960 

Short-term investments

  260,169   282,437 

Total cash, cash equivalents and short-term investments

 $595,113  $455,397 

Percentage of total assets

  49.2%  47.6%
         

Total current assets

 $841,998  $655,206 

Total current liabilities

  (146,969)  (98,225)

Working capital

 $695,029  $556,981 

 

As of December 31, 2017,2020, we had cashcash and cash equivalents of $82.8$334.9 million and short-term investments of $216.3$260.2 million, compared with cash and cash equivalents of $112.7$173.0 million and short-term investments of $155.5$282.4 million as of December 31, 2016.2019. As of December 31, 2017, $66.42020, $252.1 million of cash and cash equivalents and $113.1$130.8 million of short-term investments were held by our international subsidiaries. AfterFor the enactmentyear ended December 31, 2020, we repatriated $30 million of the 2017 Tax Act, we currently plan to repatriate cash from our Bermuda subsidiary on an ongoing basisto the U.S. The proceeds will primarily be used to fund our futureongoing business operations. We may repatriate additional cash from our Bermuda subsidiary to fund our expenditures in the U.S. and continue to indefinitely reinvest ourfuture periods. We anticipate that earnings from other foreign subsidiaries. See the "Income Tax Provision" section for further discussion.subsidiaries will continue to be indefinitely reinvested.

  

The significant components of our working capital are cash and cash equivalents, short-term investments, accounts receivable, inventories and other current assets, reduced by accounts payable, accrued compensation and related benefits, and other accrued liabilities. As of December 31, 2017, 2020, we had working capital of $383.3$695.0 million, compared with working capital of $330.1$557.0 million as of December 31, 2016.2019. The $53.2$138.0 million increase in working capital was due to a $66.2$186.8 million increase in current assets, which was partially offset by a $13.0$48.8 million increase in current liabilities. The increase in current assets was primarily due to an increase in short-term investments,cash and cash equivalents, accounts receivable and inventories, and prepaid expenses,which was partially offset by a decrease in cash and cash equivalents.short-term investments. The increase in current liabilities was primarily due to an increase in accounts payable, accrued compensation and related benefits and other accrued liabilities.

 

Summary of Cash Flows

 

The following table summarizes our cash flow activities:

 

 

Year Ended December 31,

  

Year Ended December 31,

 
 

2017

  

2016

  

2015

  

2020

  

2019

  

2018

 
 

(in thousands)

  

(in thousands)

 

Net cash provided by operating activities

 $133,821  $107,786  $69,736  $267,803  $216,303  $141,451 

Net cash used in investing activities

  (134,060)  (55,726)  (57,197) (39,177) (167,112) (14,740)

Net cash used in financing activities

  (31,325)  (28,127)  (46,652) (71,557) (48,050) (34,559)

Effect of exchange rate changes on cash and cash equivalents

  1,620   (2,090)  (1,293)

Net increase (decrease) in cash and cash equivalents

 $(29,944) $21,843  $(35,406)

Effect of change in exchange rates

  4,926   (883)  (2,208)

Net increase in cash, cash equivalents and restricted cash

 $161,995  $258  $89,944 

 

For the year ended December 31, 2017,2020, net cash provided by operating activities was $133.8 million, primarily due to our net income adjusted for certain non-cash items, including depreciation and amortization, stock-based compensation and deferred taxes, and a net increase of $15.7 million from the changes in our operating assets and liabilities. The increase in deferred taxes was primarily due to the release of the U.S. valuation allowance, partially offset by the remeasurement of the deferred tax balance as a result of the 2017 Tax Act, in the fourth quarter of 2017. The increase in accounts receivable was primarily driven by higher sales. The increase in inventories was primarily driven by an increase in strategic wafer and die inventories as well as an increase in finished goods to meet current demand and future growth. The increase in accounts payable was primarily driven by increased inventory and capital asset purchases to meet future demand. The increase in accrued liabilities was primarily driven by an increase in employee contributions to the deferred compensation plan and warranty expenses. The increase in income tax liabilities was primarily driven by the one-time deemed repatriation transition tax liability recorded in the fourth quarter of 2017. 

For the year ended December 31, 2016, net cash provided by operating activities was $107.8$267.8 million, primarily due to our net income adjusted for certain non-cash items, including depreciation and amortization and stock-based compensation, and a net decreaseincrease of $2.9$3.0 million from the changes in our operating assets and liabilities. The increase in accounts receivable was driven by increased sales during the three months ended December 31, 2020. The increase in inventories was primarily driven by an increase in wafer and die inventories to meet current demand and future growth. The increase in accounts payable was primarily driven by increased inventory purchases to meet future demand. The increase in accrued compensation was primarily due to an increase in accrued bonuses. The increase in other accrued liabilities was primarily driven by an increase in the deferred compensation plan liabilities and an increase in warranty expenses.  

For the year ended December 31, 2019, net cash provided by operating activities was $216.3 million, primarily due to our net income adjusted for certain non-cash items, including depreciation and amortization and stock-based compensation, and a net increase of $17.8 million from the changes in our operating assets and liabilities. The increase in other assets was primarily due to aan increase in prepaid wafer purchase agreement we funded duringincome taxes and an increase in certain tax withholding proceeds receivable related to RSUs that vested at the end of the year. The increase in inventories was primarily driven by increased purchases to meet current demand and future growth. The increase inother accrued liabilities was primarily driven by an increase in employee contributions to the deferred compensation plan. The decrease in inventories was primarily driven by a decrease in wafer and die purchases. 

 

For the year ended December 31, 2015, net cash provided by operating activities was $69.7 million, primarily due to our net income adjusted for certain non-cash items, including depreciation and amortization, stock-based compensation, a change in fair value of contingent consideration and a net decrease of $12.6 million from the changes in our operating assets and liabilities. The increase in accounts receivable was primarily driven by increased sales. The increase in inventories was primarily driven by increased purchases to meet current demand and future growth. The increase in accrued liabilities was primarily driven by an increase in employee contributions to the deferred compensation plan.

For the year ended December 31, 2017,2020, net cash used in investing activities was $134.1$39.2 million, primarily due to purchases of property and equipment of $65.8$55.6 million, partially offset by net sales and maturities of short-term investments of $22.1 million. For the year ended December 31, 2019, net cash used in investing activities was $167.1 million, primarily due to purchases of property and equipment of $95.8 million, net purchases of short-term investments of $63.0$76.8 million and net contributions to the deferred compensation plan of $5.3$3.1 million. For the year ended December 31, 2016, netThese cash used in investing activities was $55.7 million, primarily due to purchasesoutflows were partially offset by proceeds from sales of property and equipment of $37.1 million, net purchases of investments of $13.6 million, and net contributions to the deferred compensation plan of $5.0$9.3 million. For the year ended December 31, 2015, net cash used in investing activities was $57.2 million, primarily due to net purchases of investments of $33.5 million, purchases of property and equipment of $16.0 million, and net contributions to the deferred compensation plan of $8.0 million.

For the year ended December 31, 2017, we funded the purchases of land in Kirkland, Washington, office space in Shanghai and Hangzhou, China, and land and office space in Taipei, Taiwan for $53.8 million. For the year ended December 31, 2016, we funded the purchases of a previously leased manufacturing facility in Chengdu, China, office space in Shenzhen, China, and land and office space in Taipei, Taiwan for $17.5 million. For the year ended December 31, 2015, we spent $5.4 million to purchase office space in Shanghai, China.

 

For the year ended December 31, 2017,2019, we funded the purchases of properties in Kirkland, Washington and Livonia, Michigan for $57.4 million.

For the year ended December 31, 2020, net cash used in financing activities was $31.3$71.6 million, primarily reflecting $33.9$88.8 million used to pay dividends to our stockholders and dividend equivalents to our employees who hold RSUs, which was partially offset by $2.9$22.6 million of cash proceeds from stock option exercisesthe vesting of RSUs and the issuance of shares through our employee stock purchase plan. ESPP. For the year ended December 31, 2016,2019, net cash used in financing activities was $28.1$48.1 million, primarily reflecting $33.1$67.3 million used to pay dividends to our stockholders and dividend equivalents to our employees who hold RSUs, which was partially offset by $3.8$19.9 million of cash proceeds from stock option exercisesthe vesting of RSUs and the issuance of shares through our employee stock purchase plan. For the year ended December 31, 2015, net cash used in financing activities was $46.7 million, primarily reflecting $32.3 million used in repurchases of our common stock pursuant to our stock repurchase program and $30.0 million used to pay dividends to our stockholders and dividend equivalents to our employees who hold RSUs, partially offset by $10.0 million of cash proceeds from stock option exercises and issuance of shares through our employee stock purchase plan. 

In July 2013, our Board of Directors approved a stock repurchase program that authorized us to repurchase up to $100 million in the aggregate of our common stock. The program expired on December 31, 2015. In February 2016, our Board of Directors approved a new stock repurchase program that authorized us to repurchase up to $50 million in the aggregate of our common stock. The program expired on December 31, 2017. For the years ended December 31, 2017 and 2016, we did not repurchase any shares. For the year ended December 31, 2015, we repurchased a total of 0.6 million shares for $32.3 million, at an average price of $50.05 per share.

In June 2014, our Board of Directors approved a dividend program pursuant to which we intend to pay quarterly cash dividends on our common stock. In addition, outstanding RSU awards contain rights to receive dividend equivalents, which entitle employees who hold RSUs to the same dividend value per share as holders of common stock. The dividend equivalents are accumulated and paid to the employees when the underlying RSUs vest. Dividend equivalents accumulated on the underlying RSUs are forfeited if the employees do not fulfill their service requirement and the awards do not vest. For the year ended December 31, 2017, we paid dividends and dividend equivalents totaling $33.9 million.  For the year ended December 31, 2016, we paid dividends and dividend equivalents totaling $33.1 million.  For the year ended December 31, 2015, we paid dividends and dividend equivalents totaling $30.0 million.ESPP. 

  

In February 2018,2021, our Board of Directors approved an increase in our quarterly cash dividends from $0.20$0.50 per share to $0.30$0.60 per share, effective for the first quarter of 2018.share.

  

We anticipate that cash used for future dividends and dividend equivalent payments, as well as payments for the one-time deemed repatriation transition tax and other expenditures, will come from our current domestic cash, and cash generated from ongoing U.S. operations. As a result of the 2017 Tax Act, we also plan to repatriateoperations, and cash repatriated from our Bermuda subsidiary on an ongoing basis to fund these and other future expenditures in the U.S. and continue to indefinitely reinvest oursubsidiary. We also anticipate that earnings from other foreign subsidiaries. See the "Income Tax Provision" section for further discussion.subsidiaries will continue to be indefinitely reinvested.

 

Although consequences of the COVID-19 pandemic and resulting economic uncertainty could adversely affect our liquidity and capital resources in the future, and cash requirements willmay fluctuate based on the timing and extent of many factors such as those discussed above, we currently believe that cash generated from operations, together with the liquidity provided by existing cash balances and short-term investments, will be sufficient to satisfy our liquidity requirements for the next 12 months. 

 

In the future, in order to strengthen our financial position, respond to adverse developments such as the COVID-19 pandemic, changes in our circumstance or unforeseen events or conditions, or fund our growth, we may need to discontinue paying dividends and dividend equivalents, and may need to raise additional funds by any one or a combination of the following: issuing equity securities, issuing debt or convertible debt securities, incurring indebtedness secured by our assets, or selling certain product lines and/or portions of our business. Accordingly, we cannot ensure that we will continue to pay dividends and dividend equivalents in the future, and there can be no guarantee that we will be able to raise additional funds on terms acceptable to us, or at all.

 

From time to time, we have engaged in discussions with third parties concerning capital investments and potential acquisitions of product lines, technologies, businesses and companies, and we continue to consider potential investments and acquisition candidates. Any such transactions could involve the issuance of a significant number of new equity securities, assumptions of debt, and/or payment of cash consideration. We may also be required to raise additional funds to complete any such investments or acquisitions, through either the issuance of equity and debt securities or incurring indebtedness secured by our assets. If we raise additional funds or acquire businesses or technologies through the issuance of equity securities or convertible debt securities, our existing stockholders may experience significant dilution. 

  

Contractual Obligations 

 

The following table summarizes our contractual obligations at December 31, 2017:2020:

 

     

Payment Due by Period

      

Payment Due by Period

 
 

Total

  

Less Than

1 Year

  

1 - 3 Years

  

3 - 5 Years

  

More Than

5 years

  

Total

  

Less Than

1 Year

  

1 - 3 Years

  

3 - 5 Years

  

More Than

5 years

 
 

(in thousands)

  

(in thousands)

 

Operating leases

 $2,145  $1,210  $829  $106  $- 

Operating lease obligations (1)

 $7,848  $2,407  $3,321  $2,120  $- 

Outstanding purchase commitments (1)(2)

  52,586   49,736   1,000   1,000   850  211,499  189,184  21,615  300  400 

Transition tax liability (2)(3)

  23,934   1,915   3,829   3,829   14,361  18,732  1,972  5,669  11,091  - 

Other long-term obligations (3)(4)

  31,910   -   6,576   8,749   16,585   56,151   -   10,776   21,457   23,918 

Total

 $110,575  $52,861  $12,234  $13,684  $31,796  $294,230  $193,563  $41,381  $34,968  $24,318 

______________


(1)

(1)Operating lease obligations represent the undiscounted remaining lease payments. The amount also includes commitments for additional leases that have not yet commenced as of December 31, 2020. See Note 7 of the Notes to Consolidated Financial Statements for further discussion.

(2)

Outstanding purchase commitments represent our obligations with our suppliers and other parties that require the future purchases of goods or services, which primarily consist of wafer and other inventory purchases, assembly and other manufacturing services, construction or purchases of property and equipment, and license arrangements.

 

(2)(3)

The transition tax liability represents athe one-time, mandatory deemed repatriation tax imposed on previously deferred foreign earnings under the 2017 Tax Act. As permitted by the 2017 Tax Act, we have elected to pay the tax liability in installment over eight years: 8% in 2018, 8% in 2019, 8% in 2020, 8% in 2021, 8% in 2022, 15% in 2023, 20% in 2024, and 25% ininstallments on an interest-free basis through 2025. See the “Income Tax Provision” section for further discussion.

 

(3)(4)

Other long-term obligations include long-term liabilities reflected inon our Consolidated Balance Sheets, which primarily consist of the deferred compensation plan liabilities and accrued dividend equivalents. Because of the uncertainty as to the timing of distributions related to a portion of the deferred compensation plan liabilities, we have excluded estimated obligations of $1.1 million from the table above. In addition, because of the uncertainty as to the timing of payments related to our liabilities for unrecognized tax benefits, we have excluded estimated obligations of $9.6$20.3 million from the table above.

 

Off Balance Sheet Arrangements

 

As of December 31, 2017,2020, we had no off-balance sheet arrangements as defined in Item 303(a)(4) of the Securities and Exchange Commission’s Regulation S-K.

 

ITEM 7A.    QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 

Interest Rate Risk

 

Our cash equivalents and short-term investments are subject to market risk, primarily interest rate and credit risk. Our investments are managed by outside professional managers within investment guidelines set by management and approved by ourthe Audit Committee of the Board of Directors. Such guidelines include security type, credit quality and maturity and are intended to limit market risk by restricting our investments to high quality debt instruments with relatively short-term maturities. ABased on our investment positions as of December 31, 2020, a hypothetical 10% decline in interest rates would impact our results of operations by approximately $0.5$0.9 million in interest income.

Investments in debt securities are classified as available-for-sale, which are reported at fair value with the unrealized gains or losses being included in accumulated other comprehensive income (loss) on the Consolidated Balance Sheets. When the fair value of an investment is below its amortized cost basis, unrealized losses due to changes in interest rates (i.e., non-credit loss factors) are not recognized in our results of operations unless we have the intent to sell the securities or it is more likely than not that we will be required to sell the securities before recovery of the entire amortized cost basis. Based on our investment positions as of December 31, 2020, a hypothetical 100 basis point increase in interest rates would result in a $2.6 million decline in the fair value of our investments. Any losses resulting from such interest rate changes would only be realized if we sold the investments prior to maturity.

 

We do not use derivative financial instruments in our investment portfolio. Investments in debt securities are classified as available-for-sale. For available-for-sale investments, no gains or losses are recognized in our results of operations due to changes in interest rates unless such securities are sold prior to maturity or are determined to be other-than-temporarily impaired. Available-for-sale investments are reported at fair value with the related unrealized gains or losses being included in accumulated other comprehensive income (loss), a component of stockholders’ equity.

Long-Term Investments

As of December 31, 2017, our holdings in auction-rate securities, which have a fair value of $5.3 million, have failed to reset as a result of current market conditions. A 10% decline in the fair value could impact our results of operations by approximately $0.5 million if we determined the decline in value to be other-than-temporary.

 

Foreign Currency Exchange Risk

 

Our sales outside the United States are primarily transacted in U.S. dollars through our subsidiary in Bermuda. Accordingly, our sales are not generally impacted by foreign currency rate changes. The functional currency of the Company’sour offshore operations is generally the local currency, primarily including the Renminbi, the New Taiwan Dollar and the Euro. In addition, we incur foreign currency exchange gains or losses related to certain intercompany transactions between the U.S. and our foreign subsidiaries that are denominated in a currency other than the functional currency. Gains or losses from the settlement and remeasurement of the balances are reported in interest and other income.income, net, on the Consolidated Statements of Operations. Fluctuations in foreign currency exchange rates have not had a material impact on our results of operations in any of the periods presented.   

 

 

ITEM 8.     FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

 

MONOLITHIC POWER SYSTEMS, INC.

CONSOLIDATED FINANCIAL STATEMENTS

 

Contents

 

  

Page

Reports of Independent Registered Public Accounting Firm (Ernst & Young LLP)

42

Report of Independent Registered Public Accounting Firm (Deloitte & Touche LLP)

44

Consolidated Balance Sheets

45

Consolidated Statements of Operations

46

Consolidated Statements of Comprehensive Income

47

Consolidated Statements of StockholdersStockholders’ Equity

48

Consolidated Statements of Cash Flows

49

Notes to Consolidated Financial Statements

50

 

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

To the StockholdersStockholders and the Board of Directors of

Monolithic Power Systems, Inc.

 

Opinion on the Financial Statements

 

We have audited the accompanying consolidated balance sheets of Monolithic Power Systems, Inc. and subsidiaries (the "Company")Company) as of December 31, 20172020 and 2016,2019, the related consolidated statements of operations, comprehensive income, stockholders’ equity and cash flows for each of the threetwo years in the period ended December 31, 2017,2020, and the related notes (collectively referred to as the "financial statements"“consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as ofat December 31, 20172020 and 2016,2019, and the results of its operations and its cash flows for each of the threetwo years in the period ended December 31, 2017,2020, in conformity with accounting principlesU.S. generally accepted in the United States of America.accounting principles.

 

We also have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company'sCompany’s internal control over financial reporting as of December 31, 2017,2020, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) and our report dated March 1, 2018,2021 expressed an unqualified opinion on the Company's internal control over financial reporting.thereon.

 

Basis for Opinion

 

These financial statements are the responsibility of the Company'sCompany’s management. Our responsibility is to express an opinion on the Company'sCompany’s financial statements based on our audits.audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

 

We conducted our auditsaudit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financialfinancial statements are free of material misstatement, whether due to error or fraud. Our auditsaudit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our auditsaudit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provideaudit provides a reasonable basis for our opinion.

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of the critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the account or disclosure to which it relates.

Inventory Valuation

Description of the Matter

The Company’s inventories totaled $157.1 million as of December 31, 2020, representing 13% of total assets. As explained in Note 1 to the consolidated financial statements, the Company values inventories at the lower of standard cost (which approximates actual cost determined on a first-in first-out basis) and estimated net realizable value in each reporting period. Excess and obsolete inventory is written down to its estimated net realizable value if less than cost.  

Auditing management’s estimates for excess and obsolete inventory involved subjective auditor judgment because management’s assessment of whether a write down is required and the measurement of any excess of cost over net realizable value is judgmental and considers a number of qualitative factors that are affected by market and economic conditions outside the Company’s control. In particular, the excess and obsolete inventory calculations are sensitive to significant assumptions, including demand for the Company’s products, which considers adjustments to sales forecasts for specific product considerations, including but not limited to new product launches and expected industry sales growth. 

How We Addressed the Matter in Our Audit

We obtained an understanding, evaluated the design, and tested the operating effectiveness of internal controls over the Company's excess and obsolete inventory reserve process. This included controls over management’s assessment of inventory valuation, including the determination of forecasted usage of inventories and how factors outside of the Company’s control might affect management’s judgment related to the valuation of excess and obsolete inventory.��

Our substantive audit procedures included, among others, evaluating the significant assumptions stated above and testing the completeness and accuracy of the underlying data used in management’s excess and obsolete inventory valuation assessment. We evaluated inventory levels compared to forecasted product demand, historical sales and specific product considerations. We also assessed the historical accuracy of management’s estimates and performed sensitivity analyses over the significant assumptions to evaluate the changes in the excess and obsolete inventory estimates that would result from changes in the underlying assumptions.

/s/ Ernst & Young LLP

We have served as the Company's auditor since 2019.

San Jose, California  

March 1, 2021

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Stockholders and the Board of Directors of Monolithic Power Systems, Inc.

Opinion on Internal Control Over Financial Reporting

We have audited Monolithic Power Systems Inc.’s internal control over financial reporting as of December 31, 2020, based on criteria established in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria). In our opinion, Monolithic Power Systems Inc. (the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2020, based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2020 and 2019, the related consolidated statements of operations, comprehensive income, stockholders’ equity and cash flows for each of the two years in the period ended December 31, 2020, and the related notes and our report dated March 1, 2021 expressed an unqualified opinion thereon.

Basis for Opinion

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 are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. 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.

Definition and Limitations of Internal Control Over Financial Reporting

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

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

 

 

/s/ DELOITTEErnst & TOUCHEYoung LLP

San Jose, California

March 1, 2021

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Stockholders and the Board of Directors of Monolithic Power Systems, Inc.

Opinion on the Financial Statements

We have audited the accompanying consolidated statements of operations, comprehensive income, stockholders’ equity, and cash flows of Monolithic Power Systems, Inc. and subsidiaries (the “Company”) for the year ended December 31, 2018, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the results of the Company’s operations and its cash flows for the year ended December 31, 2018, in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.

/s/ Deloitte & Touche LLP

 

San Jose, California  

March 1, 20182019  

 

We have servedbegan serving as the Company'sCompany’s auditor sincein 1999.  In 2019, we became the predecessor auditor.

 

 

 

MONOLITHIC POWER SYSTEMS, INC.

CONSOLIDATED BALANCE SHEETS

(in thousands, exceptexcept par value)

 

 

December 31,

  

December 31,

 
 

2017

  

2016

  

2020

  

2019

 

ASSETS

                

Current assets:

             

Cash and cash equivalents

 $82,759  $112,703  $334,944  $172,960 

Short-term investments

  216,331   155,521  260,169  282,437 

Accounts receivable, net

  38,037   34,248  66,843  52,704 

Inventories

  99,281   71,469  157,062  127,500 

Other current assets

  12,762   9,043   22,980   19,605 

Total current assets

  449,170   382,984   841,998   655,206 

Property and equipment, net

  144,636   85,171  281,528  228,315 

Long-term investments

  5,256   5,354 

Goodwill

  6,571   6,571  6,571  6,571 

Acquisition-related intangible assets, net

  951   3,002 

Deferred tax assets, net

  15,917   633  18,556  17,193 

Other long-term assets

  30,068   27,411   59,838   49,090 

Total assets

 $652,569  $511,126  $1,208,491  $956,375 
         

LIABILITIES AND STOCKHOLDERS’ EQUITY

        

LIABILITIES AND STOCKHOLDERS’ EQUITY

        

Current liabilities:

             

Accounts payable

 $22,813  $17,427  $38,169  $27,271 

Accrued compensation and related benefits

  15,597   12,578  45,840  26,164 

Accrued liabilities

  27,507   22,916 

Other accrued liabilities

  62,960   44,790 

Total current liabilities

  65,917   52,921   146,969   98,225 

Income tax liabilities

  31,621   3,870  37,062  37,596 

Other long-term liabilities

  33,024   23,219   57,873   47,063 

Total liabilities

  130,562   80,010   241,904   182,884 

Commitments and contingencies (notes 12, 13 and 14)

        

Stockholders' equity:

        

Common stock and additional paid-in capital, $0.001 par value; shares authorized: 150,000; shares issued and outstanding: 41,614 and 40,793 as of December 31, 2017 and December 31, 2016, respectively

  376,586   315,969 

Commitments and contingencies

        

Stockholders’ equity:

     

Common stock and additional paid-in capital: $0.001 par value; shares authorized: 150,000; shares issued and outstanding: 45,267 and 43,616, respectively

 657,701  549,517 

Retained earnings

  143,608   119,362  298,746  229,450 

Accumulated other comprehensive income (loss)

  1,813   (4,215)  10,140   (5,476)

Total stockholders’ equity

  522,007   431,116 

Total liabilities and stockholders’ equity

 $652,569  $511,126 

Total stockholders’ equity

  966,587   773,491 

Total liabilities and stockholders’ equity

 $1,208,491  $956,375 

 

See accompanying notes to consolidated financial statements.statements.

 

 

 

MONOLITHIC POWER SYSTEMS, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except per share amounts)

 

 

Year Ended December 31,

  

Year Ended December 31,

 
 

2017

  

2016

  

2015

  

2020

  

2019

  

2018

 

Revenue

 $470,929  $388,665  $333,067  $844,452  $627,921  $582,382 

Cost of revenue

  212,646   177,792   152,898   378,498   281,596   259,714 

Gross profit

  258,283   210,873   180,169   465,954   346,325   322,668 

Operating expenses:

                   

Research and development

  82,359   73,643   65,787  137,598  107,757  93,455 

Selling, general and administrative

  97,257   83,012   72,312  161,670  133,542  113,803 

Litigation expense (benefit), net

  1,243   (229)  1,000 

Litigation expense

  7,804   2,464   1,922 

Total operating expenses

  180,859   156,426   139,099   307,072   243,763   209,180 

Income from operations

  77,424   54,447   41,070  158,882  102,562  113,488 

Interest and other income, net

  5,520   2,817   1,421 

Other income, net

  10,460   10,558   4,994 

Income before income taxes

  82,944   57,264   42,491  169,342  113,120  118,482 

Income tax provision

  17,741   4,544   7,319 

Income tax expense

  4,967   4,281   13,214 

Net income

 $65,203  $52,720  $35,172  $164,375  $108,839  $105,268 
             

Net income per share:

                   

Basic

 $1.58  $1.30  $0.89  $3.67  $2.52  $2.49 

Diluted

 $1.50  $1.26  $0.86  $3.50  $2.38  $2.36 

Weighted-average shares outstanding:

                   

Basic

  41,350   40,436   39,470  44,840  43,165  42,247 

Diluted

  43,578   41,915   40,869  47,014  45,763  44,602 
            

Cash dividends declared per common share

 $0.80  $0.80  $0.80 

 

See accompanying notes to consolidated financial statements.statements.

 

 

 

MONOLITHIC POWER SYSTEMS, INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(in thousands) 

 

 

Year Ended December 31,

  

Year Ended December 31,

 
 

2017

  

2016

  

2015

  

2020

  

2019

  

2018

 

Net income

 $65,203  $52,720  $35,172  $164,375  $108,839  $105,268 

Other comprehensive income (loss), net of tax:

                   

Foreign currency translation adjustments, net of $0 tax in 2017, 2016 and 2015

  6,369   (5,033)  (4,166)

Change in unrealized loss on available-for-sale securities, net of $0 tax in 2017, 2016 and 2015

  (341)  (648)  (179)

Total other comprehensive income (loss), net of tax

  6,028   (5,681)  (4,345)

Foreign currency translation adjustments

 14,150  (1,706) (7,082)

Change in unrealized gain (loss) on available-for-sale securities, net of tax of $(325), $(203) and $209, respectively

  1,466   1,773   (274)

Other comprehensive income (loss), net of tax

  15,616   67   (7,356)

Comprehensive income

 $71,231  $47,039  $30,827  $179,991  $108,906  $97,912 

 

See accompanying notes to consolidated financial statements.statements.

 

 

 

MONOLITHIC POWER SYSTEMS, INC.

CONSOLIDATED STATEMENTS OF STOCKHOLDERSSTOCKHOLDERS’ EQUITY

(in thousands)  thousands, except per share amounts) 

 

              

Accumulated

     
  

Common Stock and

      

Other

  

Total

 
  

Additional Paid-in Capital

  

Retained

  

Comprehensive

  

Stockholders

 
  

Shares

  

Amount

  

Earnings

  

Income (Loss)

  

Equity

 

Balance as of January 1, 2015

  38,832  $240,500  $100,114  $5,811  $346,425 

Net income

  -   -   35,172   -   35,172 

Other comprehensive loss

  -   -   -   (4,345)  (4,345)

Dividends and dividend equivalents declared

  -   -   (33,999)  -   (33,999)

Exercise of stock options

  498   7,744   -   -   7,744 

Release of restricted stock units

  948   -   -   -   - 

Repurchase of common shares

  (645)  (32,286)  -   -   (32,286)

Shares issued under the employee stock purchase plan

  56   2,227   -   -   2,227 

Stock-based compensation expense

  -   41,650   -   -   41,650 

Tax benefits from equity awards

  -   5,928   -   -   5,928 

Balance as of December 31, 2015

  39,689   265,763   101,287   1,466   368,516 

Net income

  -   -   52,720   -   52,720 

Other comprehensive loss

  -   -   -   (5,681)  (5,681)

Dividends and dividend equivalents declared

  -   -   (34,645)  -   (34,645)

Exercise of stock options

  76   1,344   -   -   1,344 

Release of restricted stock units

  975   -   -   -   - 

Shares issued under the employee stock purchase plan

  53   2,463   -   -   2,463 

Stock-based compensation expense

  -   44,934   -   -   44,934 

Tax benefits from equity awards

  -   1,465   -   -   1,465 

Balance as of December 31, 2016

  40,793   315,969   119,362   (4,215)  431,116 

Net income

  -   -   65,203   -   65,203 

Other comprehensive income

  -   -   -   6,028   6,028 

Dividends and dividend equivalents declared

  -   -   (35,816)  -   (35,816)

Exercise of stock options

  9   150   -   -   150 

Release of restricted stock units

  772   -   -   -   - 

Shares issued under the employee stock purchase plan

  40   2,701   -   -   2,701 

Stock-based compensation expense

  -   52,625   -   -   52,625 

Cumulative-effect adjustment from adoption of ASU No. 2016-09

  -   5,141   (5,141)  -   - 

Balance as of December 31, 2017

  41,614  $376,586  $143,608  $1,813  $522,007 
              

Accumulated

     
  

Common Stock and

      

Other

  

Total

 
  

Additional Paid-in Capital

  

Retained

  

Comprehensive

  

Stockholders’

 
  

Shares

  

Amount

  

Earnings

  

Income (Loss)

  

Equity

 

Balance as of January 1, 2018

  41,614  $376,586  $143,608  $1,813  $522,007 

Net income

  -   0   105,268   0   105,268 

Other comprehensive loss

  -   0   0   (7,356)  (7,356)

Dividends and dividend equivalents declared ($1.20 per share)

  -   0   (54,527)  0   (54,527)

Common stock issued under the employee equity incentive plan

  858   10,637   0   0   10,637 

Common stock issued under the employee stock purchase plan

  33   3,028   0   0   3,028 

Stock-based compensation expense

  -   60,657   0   0   60,657 

Cumulative effect of a change in accounting principles

  -   0   379   0   379 

Balance as of December 31, 2018

  42,505   450,908   194,728   (5,543)  640,093 

Net income

  -   0   108,839   0   108,839 

Other comprehensive income

  -   0   0   67   67 

Dividends and dividend equivalents declared ($1.60 per share)

  -   0   (74,117)  0   (74,117)

Common stock issued under the employee equity incentive plan

  1,083   16,650   0   0   16,650 

Common stock issued under the employee stock purchase plan

  28   3,277   0   0   3,277 

Stock-based compensation expense

  -   78,682   0   0   78,682 

Balance as of December 31, 2019

  43,616   549,517   229,450   (5,476)  773,491 

Net income

  -   0   164,375   0   164,375 

Other comprehensive income

  -   0   0   15,616   15,616 

Dividends and dividend equivalents declared ($2.00 per share)

  -   0   (95,079)  0   (95,079)

Common stock issued under the employee equity incentive plan

  1,623   18,767   0   0   18,767 

Common stock issued under the employee stock purchase plan

  28   3,819   0   0   3,819 

Stock-based compensation expense

  -   85,598   0   0   85,598 

Balance as of December 31, 2020

  45,267  $657,701  $298,746  $10,140  $966,587 

 

See accompanying notes to consolidated financial statements.statements.

 

 

 

MONOLITHIC POWER SYSTEMS, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

  

 

Year Ended December 31,

 
 

2017

  

2016

  

2015

  

Year Ended December 31,

 
             

2020

  

2019

  

2018

 

Cash flows from operating activities:

                        

Net income

 $65,203  $52,720  $35,172  $164,375  $108,839  $105,268 

Adjustments to reconcile net income to net cash provided by operating activities:

                   

Depreciation and amortization of intangible assets

  16,101   14,674   13,783 

(Gain) loss on sales or write-off of property and equipment

  (3)  57   (339)

Amortization of premium on available-for-sale investments

  1,976   1,019   463 

Depreciation and amortization

 19,186  14,867  12,311 

Amortization of premium on available-for-sale securities

 2,979  729  1,353 

(Gain) loss on deferred compensation plan investments

  (2,531)  (1,257)  133  (4,592) (3,806) 255 

Change in fair value of contingent consideration

  -   -   (2,507)

Deferred taxes, net

  (15,238)  (5)  42  (1,627) (577) (843)

Excess tax benefits from equity awards

  -   (1,465)  (5,928)

Stock-based compensation expense

  52,617   44,989   41,563  85,551  78,699  60,607 

Other

 (1,072) (259) 22 

Changes in operating assets and liabilities:

                   

Accounts receivable

  (3,785)  (3,421)  (5,201) (14,123) 2,512  (18,079)

Inventories

  (27,795)  (8,323)  (22,210) (29,503) 8,865  (37,060)

Other assets

  1,603   (11,021)  (390) (3,003) (10,204) (1,075)

Accounts payable

  3,077   5,483   147  10,410  3,048  871 

Accrued compensation and related benefits

  2,397   3,136   1,068  18,524  7,496  3,806 

Accrued liabilities

  10,852   8,035   9,942 

Income tax liabilities

  29,347   3,165   3,998  747  (1,355) 6,923 

Other accrued liabilities

  19,951   7,449   7,092 

Net cash provided by operating activities

  133,821   107,786   69,736   267,803   216,303   141,451 

Cash flows from investing activities:

                        

Property and equipment purchases

  (65,773)  (37,112)  (16,024)

Purchases of property and equipment

 (55,639) (95,806) (22,526)

Proceeds from sales of property and equipment

  3   -   340  29  9,268  0 

Acquisition of in-place leases

 0  (981) 0 

Purchases of short-term investments

  (140,531)  (236,912)  (223,018) (334,947) (212,562) (99,199)

Proceeds from maturities and sales of short-term investments

  77,502   223,344   189,549  357,092  135,801  109,131 

Purchases of long-term investments

 (3,316) 0  0 

Proceeds from sales of long-term investments

 300  250  2,000 

Contributions to deferred compensation plan, net

  (5,261)  (5,046)  (8,044)  (2,696)  (3,082)  (4,146)

Net cash used in investing activities

  (134,060)  (55,726)  (57,197)  (39,177)  (167,112)  (14,740)

Cash flows from financing activities:

                        

Property and equipment purchased on extended payment terms

  (250)  (300)  (300) (5,357) (683) (749)

Proceeds from exercise of stock options

  150   1,344   7,744 

Proceeds from shares issued under the employee stock purchase plan

  2,701   2,463   2,227 

Repurchase of common shares

  -   -   (32,286)

Proceeds from common stock issued under the employee equity incentive plan

 18,767  16,650  10,637 

Proceeds from common stock issued under the employee stock purchase plan

 3,819  3,277  3,028 

Dividends and dividend equivalents paid

  (33,926)  (33,099)  (29,965)  (88,786)  (67,294)  (47,475)

Excess tax benefits from equity awards

  -   1,465   5,928 

Net cash used in financing activities

  (31,325)  (28,127)  (46,652)  (71,557)  (48,050)  (34,559)

Effect of change in exchange rates

  1,620   (2,090)  (1,293)  4,926   (883)  (2,208)

Net increase (decrease) in cash and cash equivalents

  (29,944)  21,843   (35,406)

Cash and cash equivalents, beginning of period

  112,703   90,860   126,266 

Cash and cash equivalents, end of period

 $82,759  $112,703  $90,860 
       

Net increase in cash, cash equivalents and restricted cash

 161,995  258  89,944 

Cash, cash equivalents and restricted cash, beginning of period

  173,076   172,818   82,874 

Cash, cash equivalents and restricted cash, end of period

 $335,071  $173,076  $172,818 

Supplemental disclosures for cash flow information:

                   

Cash paid for taxes and interest

 $3,619  $1,234  $3,322 

Supplemental disclosures of non-cash investing and financing activities:

            

Cash paid for taxes

 $1,405  $10,700  $7,134 

Non-cash investing and financing activities:

       

Liability accrued for property and equipment purchases

 $3,061  $787  $2,184  $7,839  $7,803  $1,737 

Liability accrued for dividends and dividend equivalents

 $10,686  $10,416  $10,109  $27,507  $21,955  $16,319 

 

See accompanying notes to consolidated financial statements.statements.

 

 

MONOLITHIC POWER SYSTEMS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

 

1.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Business

 

Monolithic Power Systems, Inc. (“MPS” or the(the “Company”) was incorporated in the State of California on August 22, 1997. On November 17, 2004, the Company was reincorporated in the State of Delaware. MPS designs, develops and markets integrated power semiconductor solutions and power delivery architectures. MPS'sMPS’s mission is to provide innovative power solutions in the consumer, computing and storage, automotive, industrial, automotivecommunications and communications markets.consumer markets.

 

Basis of Presentation

 

The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. Intercompany accounts and transactions have been eliminated in consolidation.

 

Use of Estimates

 

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and reported amounts of revenue and expenses during the reporting period. Significant estimates and assumptions used in these consolidated financial statements primarily include those related to revenue recognition, inventory valuation, valuation of share-based awards, valuation of goodwillcontingencies and acquisition-related intangible assets, contingencies andincome tax valuation allowances.  Actual results could differ from those estimates. these estimates and assumptions, and any such differences maybe material to the Company’s consolidated financial statements. 

 

The COVID-19 outbreak has significantly affected the global economy and is disrupting business operations worldwide for an unknown period of time until the disease is contained. Although these events did notadversely affect the Company’s overall operating results and financial condition for the year ended December 31, 2020they could have a negative impact on the Company’s business operations in future periods. However, the Company is currently unable to predict the size and duration of such impact.

As of the date of issuance of these consolidated financial statements, the Company is notaware of any specific event or circumstance related to the pandemic that would require management to update the significant estimates and assumptions used in the preparation of the consolidated financial statementsAs new events continue to evolve and additional information becomes available, any changes to these estimates and assumptions will be recognized in the consolidated financial statements as soon as they become known.

Certain Significant Risks and Uncertainties

 

Financial instruments which potentially subject the Company to concentrations of credit risk consist primarily of cash and cash equivalents, short-term and long-term investments and accounts receivable. The Company’s cash consists of checking and savings accounts. The Company’s cash equivalents include short-term, highly liquid investments purchased with remaining maturities at the date of purchase of three months or less. The Company’s short-term investments may consist of corporate debt securities, certificates of deposit, commercial paper and government agency bonds and treasuries, and the long-term investments consist of government-backed student loan auction-rate securities. securities and non-marketable equity investments.

The Company generally does notrequire its customers to provide collateral or other security to support accounts receivable. The Company assesses the collectability by reviewing accounts receivable on a customer-by-customer basis. To manage credit risk, management performs ongoing credit evaluations of itsthe customers’ financial condition.  Thecondition, monitors payment performance, and assesses current economic conditions, as well as reasonable and supportable forecasts of future economic conditions, that mayaffect collectability of the outstanding receivables. For certain high risk customers, the Company requires cash instandby letters of credit or advance for certain customers in additionpayment prior to ongoing credit evaluations. The Company did not record any allowance for doubtful accounts asshipments of December 31, 2017 and 2016.goods.

 

The Company participates in the dynamic high technology industry and believes that changes in any of the following areas could have a material adverse effect on its future financial position, results of operations or cash flows: advances and trends in new technologies and industry standards; competitive pressures in the form of new products or price reductions on current products; changes in product mix; changes in the overall demand for products offered by the Company; changes in third-party manufacturers; changes in key suppliers; changes in certain strategic relationships or customer relationships; litigation or claims against the Company based on intellectual property, patent, product, regulatory or other factors; fluctuations in foreign currency exchange rates; risk associated with changes in government policies and regulations on trade restrictions and corporate taxes; availability of necessary components or sub-assemblies; availability of foundry capacity; ability to integrate acquired companies; and the Company’sCompany’s ability to attract and retain employees necessary to support its growth.

 

50

Foreign Currency  

 

In general, the functional currency of the Company’sCompany’s international subsidiaries is the local currency. The primary subsidiaries are located in China, Taiwan and Taiwan,Europe, which utilize the Renminbi, and the New Taiwan Dollar and the Euro as their currencies, respectively. Accordingly, assets and liabilities of the foreign subsidiaries are translated using exchange rates in effect at the end of the period. Revenue and costs are translated using average exchange rates for the period. The resulting translation adjustments are presented as a separate component ofrecorded in accumulated other comprehensive income (loss) in stockholders’ equity inon the Consolidated Balance Sheets.

In addition, the Company incurs foreign currency exchange gain or loss related to certain intercompany transactions between the U.S. and its foreign subsidiaries that are denominated in a currency other than the functional currency. In connection with the settlement and remeasurement of the balances, the Company recorded foreign currency exchange gain (loss) of $(0.6)$(1.4) million, $0.1$(0.3) million and $0.6$1.0 million for the years ended December 31, 2017,2020, 20162019 and 2015,2018, respectively, which were reported in interest and other income, net, inon the Consolidated Statements of Operations.

Cash Equivalents and Cash EquivalentsDebt Investments 

 

The Company classifies all highly liquid investments with stated maturities of three months or less from date of purchase as cash equivalents. The Company may classify investments with maturities beyond one year as short-term based on the nature of the investments and their availability for use in current operations.

Cash equivalents are stated at cost, which approximates fair market value. The Company’s short-term and long-term debt investments are classified as available-for-sale securities and are stated at their fair market value, with unrealized gains and losses recorded in accumulated other comprehensive income (loss) on the Consolidated Balance Sheets. Premiums and discounts on debt investments are generally amortized or accreted over the life of the related available-for-sale securities. Interest income is recognized when earned. The cost of investments sold is determined on a specific identification method.

Available-for-sale investments are subject to impairment reviews when the fair value is below the amortized cost basis. If the Company determines that the decline in fair value below the amortized cost basis is due to credit-related factors, the impairment is recognized as an allowance on the Consolidated Balance Sheets with a corresponding adjustment to earnings. An impairment that is not credit-related is recognized in accumulated other comprehensive income (loss) on the Consolidated Balance Sheets. If the Company intends to sell the impaired investments, or more likely than not will be required to sell such investments before recovering the amortized cost basis, the entire impairment amount is recognized in earnings with a corresponding adjustment to the amortized cost basis.

Equity Investments

Equity investments in privately held companies without readily determinable fair values are accounted for under the measurement alternative, provided that the Company does not have the ability to exercise significant influence or control over the investees. The Company measures the investments at cost, less any impairment, and adjusts the carrying value of the investments to fair value resulting from observable transactions for identical or similar investments of the same issuer. The Company records the investments in other long-term assets on the Consolidated Balance Sheets, and gains and losses on the investments are recognized in other income, net, on the Consolidated Statements of Operations.

The Company monitors its non-marketable equity investments for impairment indicators, such as negative changes in industry and market conditions, financial performance, business prospects, and other relevant events and factors. If indicators exist for a security and the fair value is below the carrying amount, the Company writes down the security to fair value.

 

51

Fair Value of Financial InstrumentInstrumentss

 

Fair value is defined as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value, the Company considers the principal or most advantageous market in which the Company would transact, as well as assumptions that market participants would use when pricing the assets or liabilities. Fair value is estimated by applying the following hierarchy, which prioritizes the inputs used to measure fair value into three levels and bases the categorization within the hierarchy upon the lowest level of input that is available and significant to the fair value measurement:

 

Level 1: Quoted

Level 1 - Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets.

Level 2 - Inputs that are based upon quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model-based valuation techniques for which all significant inputs are observable in the market or can be derived from observable market data.

Level 3 - Significant unobservable inputs to the valuation methodology and typically reflect management’s estimates of assumptions that market participants would use in pricing the asset or liability.  

Level 2: Inputs other than the quoted prices in active markets that are observable either directly or indirectly

Level 3: Significant unobservable inputs

The Company’s financial instruments include cash and cash equivalents, and short-term and long-term investments. Cash equivalents are stated at cost, which approximates fair market value. The Company’s short-term and long-term investments are classified as available-for-sale securities and are stated at their fair market value. Premiums and discounts are amortized or accreted over the life of the related available-for-sale securities.  Interest income is recognized when earned.  

The Company determines whether an impairment is temporary or other-than temporary. Unrealized gains or losses that are deemed to be temporary are recorded as a component of accumulated other comprehensive income (loss) in stockholders’ equity in the Consolidated Balance Sheets, and changes in unrealized gains or losses are recorded in the Consolidated Statements of Comprehensive Income. The Company records an impairment charge in interest and other income, net, in the Consolidated Statements of Operations when an available-for-sale investment has experienced a decline in value that is deemed to be other-than-temporary. Other-than-temporary impairment exists when the Company either has the intent to sell the security, it will more likely than not be required to sell the security before anticipated recovery, or it does not expect to recover the entire amortized cost basis of the security.

As of December 31, 2017 and 2016, the fair value of the Company’s holdings in auction-rate securities was $5.3 million and $5.4 million, respectively, all of which was classified as long-term available-for-sale investments. The valuation of the auction-rate securities is subject to fluctuations in the future, which will depend on many factors, including the quality of the underlying collateral, estimated time to liquidity including potential to be called or restructured, underlying final maturity, insurance guaranty and market conditions, among others.

Inventories

 

Inventories are stated at the lower of standard cost (which approximates actual cost determined on a first-in first-out basis) and estimated net realizable value. The Company writes down excess and obsolete inventory based on its age and forecasted demand, which includes estimates taking into consideration the Company’s outlook on market and economic conditions, technology changes, new product introductions and changes in strategic direction. Actual demand may differ from forecasted demand, and such differences may have a material effect on recorded inventory values. When the Company records a write-down on inventory, it establishes a new, lower cost basis for that inventory, and subsequent changes in facts and circumstances will not result in the restoration or increase in that newly established cost basis.

 

Property and Equipment

 

Property and equipment are stated at cost. Depreciation commences when an asset is placed in service and available for its intended use. Depreciation is computed using the straight-line method over the estimated useful lives of the assets. Buildings and building improvements have estimated useful lives of 20 to 40 years. Leasehold improvements are amortized over the shorter of the estimated useful lives or the lease period. Production equipment and software have estimated useful lives of three to seveneight years. Transportation equipment has estimated useful lives of 5 to 1520 years. Furniture and fixtures have estimated useful lives of three to five years. Land is not depreciated.

 

Goodwill and Acquisition-Related Intangible Assets

Goodwill represents the excess of the fair value of purchase consideration over the fair value of net tangible and identified intangible assets as of the date of acquisition. In-process research and development (“IPR&D”) assets represent the fair value of incomplete R&D projects that had not reached technological feasibility as of the date of acquisition. The IPR&D assets are initially capitalized at fair value as intangible assets with indefinite lives and assessed for impairment at each reporting period. When the IPR&D projects are completed, they are reclassified as amortizable intangible assets and are amortized over their estimated useful lives. Alternatively, if the IPR&D projects are abandoned, they are impaired and expensed to research and development.

Acquisition-related intangible assets with finite lives consist of know-how and developed technologies. These assets are amortized on a straight-line basis over the estimated useful lives ofthree to five years and the amortization expense is recorded in cost of revenue in the Consolidated Statements of Operations.

Impairment of Long-Lived Assets

 

The Company evaluates its long-lived assets other than goodwill for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. An impairment loss would be recognized when the sum of the undiscounted future net cash flows expected to result from the use of the asset and its eventual disposition is less than its carrying amount. Such impairment loss would be measured as the difference between the carrying amount of the asset and its fair value based on the present value of estimated future cash flows. The Company did not record material impairments in any of the periods presented.

Goodwill

Goodwill represents the excess of the fair value of purchase consideration over the fair value of net tangible and identified intangible assets as of the date of acquisition. Goodwill is not amortized.

 

The Company tests goodwill for impairment at least annually in the fourth quarter of theeach year, or whenever events or changes in circumstances indicate that goodwill may be impaired. The Company has elected to first assess the qualitative factors to determine whether it is more likely than not that the fair value of the reporting unit is less than its carrying amount. If the Company determines that it is more likely than not that its fair value is less than the carrying amount, then the two-stepa quantitative goodwill impairment test is performed. The first step compares the fair value of the reporting unit with its carrying amount. If the carrying amount exceeds its fair value, the second step measuresperformed to measure the impairment loss by comparing the implied fair value of the goodwill with the carrying amount. loss. No impairment of goodwill has been identified in any of the periods presented.  

Other Long-Term Assets

 

Other assets primarily consist of investments related to the employee deferred compensation plan, intangible assets for the land use rights in Chengdu, China, and certain prepaid expenses. The Company amortizes the land use rights over 50 years.

Deferred Compensation Plan 

 

The Company has a non-qualified, unfunded deferred compensation plan, which provides certain key employees, including executive management,officers, with the ability to defer the receipt of compensation in order to accumulate funds for retirement on a tax deferred basis. The Company does not make contributions to the plan or guarantee returns on the investments. The Company is responsible for the plan’s administrative expenses. Participants’ deferrals and investment gains and losses remain as the Company’s liabilities and the underlying assets are subject to claims of general creditors.

 

52

The liabilities for compensation deferred under the plan are recorded at fair value in each reporting period. Changes in the fair value of the liabilities are included in operating expense inon the Consolidated Statements of Operations. The Company manages the risk of changes in the fair value of the liabilities by electing to match the liabilities with investments in corporate-owned life insurance policies, mutual funds and mutualmoney market funds that offset a substantial portion of the exposure. The investments are recorded at the cash surrender value of the corporate-owned life insurance policies, and at the fair value of the mutual funds and money market funds, which are classified as trading securities. Changes in the cash surrender value of the corporate-owned life insurance policies and the fair value of mutual fund and money market fund investments are included in interest and other income, net, inon the Consolidated Statements of Operations. The following table summarizes the deferred compensation plan balances inon the Consolidated Balance Sheets (in thousands):

 

  

December 31,

 
  

2017

  

2016

 

Deferred compensation plan asset components:

        

Cash surrender value of corporate-owned life insurance policies

 $11,455  $8,180 

Fair value of mutual funds

  16,625   12,108 

Total

 $28,080  $20,288 
         

Deferred compensation plan assets reported in:

        

Other long-term assets

 $28,080  $20,288 
         

Deferred compensation plan liabilities reported in:

        

Accrued compensation and related benefits (short-term)

 $356  $479 

Other long-term liabilities

  28,087   19,836 

Total

 $28,443  $20,315 

  

December 31,

 
  

2020

  

2019

 

Deferred compensation plan asset components:

        

Cash surrender value of corporate-owned life insurance policies

 $19,222  $16,883 

Fair value of mutual funds and money market funds

  26,924   21,975 

Total

 $46,146  $38,858 
         

Deferred compensation plan assets reported in:

        

Other long-term assets

 $46,146  $38,858 
         

Deferred compensation plan liabilities reported in:

        

Accrued compensation and related benefits (short-term)

 $155  $425 

Other long-term liabilities

  48,280   39,665 

Total

 $48,435  $40,090 

 

Warranty Reserves

The Company generally provides a one to two-year warranty against defects in materials and workmanship and will either repair the goods or provide replacement products at no charge to the customer for defective products. Reserve requirements are recorded in the period of sale and are based on an assessment of the products sold with warranty and historical warranty costs incurred. Historically, the warranty expenses have not been material to the Company’s consolidated financial statements. 

Revenue Recognition

 

The Company’s revenue consists primarily of product sales of assembled and tested integrated circuits and dies in wafer form to the consumer, computing and storage, industrial, automotive and communications markets. The remaining revenue has not been significant historically and primarily includes royalties from licensing arrangements and revenue from wafer testing services for third parties.

The Company recognizes revenue based on the following four criteria: (1) persuasive evidencewhen it transfers control of an arrangement exists; (2) delivery has occurredpromised goods or services have been rendered; (3)to its customers in an amount that reflects the fee is fixed or determinable; and (4) collectability is reasonably assured. Determination of criteria (3) and (4) is based on management’s judgment regarding the fixed nature of the fees charged for products delivered and the collectability of those fees. The application of these criteria has resulted in the Company generally recognizing revenue upon shipment or delivery (when title and risk of loss have transferredconsideration to customers), includingwhich it expects to most of the distributors, original equipment manufacturers and electronic manufacturing service providers.

For each of the years ended December 31, 2017, 2016 and 2015,88% of the Company’s sales, respectively, were made through distribution arrangements with third parties. The Company generally recognizes revenue upon shipment or delivery of productsbe entitled to the distributors based on the following considerations:

(1)

The price is fixed or determinable at the date of sale. The Company does not offer special payment terms (the Company’s normal payment terms are 30-45 days for its distributors) or price adjustments to distributors when the Company recognizes revenue upon shipment or delivery.

(2)

The distributors are obligated to pay the Company and this obligation is not contingent on the resale of the Company’s products.

(3)

The distributors’ obligation is unchanged in the event of theft or physical destruction or damage to the products.

(4)

The distributors has stand-alone economic substance apart from the Company’s relationship.

(5)

The Company doesnot have any obligations for future performance to directly bring about the resale of its products by the distributors.

(6)

The amount of future returns can be reasonably estimated.

Certain of the Company’s large distributors have contracts that included limited stock rotation rights that permit the return of a small percentage of the previous six months’ purchases. The Company maintains a sales reserve for stock rotation rights, which is based on historical experience of actual stock rotation returns on a per-distributor basis and information related to products in the distribution channel. This reserve is recorded at the time of sale. As of December 31, 2017 and 2016, the reserve for stock rotation rights was $2.6 million and $1.9 million, respectively. 

If the Company enters into arrangements with distributors that have price adjustment or other rights that are not fixed or determinable, the Company recognizes revenue under such arrangements only after the distributors have sold the products to end customers, at which time the price is no longer subject to adjustment and is fixed. Three of the Company’s U.S.-based distributors have such price adjustment rights and accordingly, the Company defers revenue recognition on these shipments until the products are sold to the end customers by the distributors. As of December 31, 2017 and 2016, the deferred revenue balance before the price adjustments from these distributors was $1.9 million and $3.7 million, and the deferred costs were $0.2 million and $0.3 million, respectively.

On January 1, 2018, the Company adopted Accounting Standards Update (“ASU”) No.2014-09,Revenue from Contracts with Customers (Topic 606). The primary effects of the new standard for the Company related to the timing of revenue recognition with the three U.S.-based distributors with price adjustment rights. See “Recent Accounting Pronouncements Not Yet Adopted as of December 31, 2017” below for further discussion.

Stock-Based Compensation

The Company measures the cost of employee services received in exchange for an award of equity instruments based on the grant-date fair value of the award. The fair value of restricted stock units (“RSUs”) with service conditionsthose goods or performance conditions is based on the grant date share price. The fair value of RSUs with only market conditions, as well as RSUs containing both market and performance conditions, is estimated using a Monte Carlo simulation model.  The fair value of stock options, shares issued under the employee stock purchase plan and RSUs with a purchase price feature is estimated using the Black-Scholes model.

Compensation expense related to awards with service conditions is recorded on a straight-line basis over the requisite service period. Compensation expense related to awards subject to market or performance conditions is recognized over the requisite service periodservices. See Note 2 for each separately vesting tranche. For awards with only market conditions, compensation expense is not reversed if the market conditions are not satisfied. For awards with only performance conditions, as well as awards containing both market and performance conditions, the Company recognizes compensation expense when it becomes probable that the performance criteria will be achieved. Management performs the probability assessment on a quarterly basis by reviewing external factors, such as macroeconomic conditions and the analog industry forecasts, and internal factors, such as the Company’s business and operational objectives and revenue forecasts. Changes in the probability assessment of achievement of the performance conditions are accounted for in the period of change by recording a cumulative catch-up adjustment as if the new estimate had been applied since the service inception date. Any previously recognized compensation expense is reversed if the performance conditions are not expected to be satisfied.further discussion.

 

Prior to January 1, 2017, the Company recognized stock-based compensation expense less an estimate for forfeitures. Upon the adoption of ASU No.2016-09,Compensation—Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting, on January 1, 2017, the Company elected to account for forfeitures when they occur. See “Recently Adopted Accounting Pronouncement” below for further discussion.

Research and Development

 

Costs incurred in research and developmentdevelopment are expensed as incurred.

Warranty Reserve

 

The Company generally provides one to two-year warranties against defects in materials and workmanship and will either repair the products, provide replacements at nocharge to customers or issue a refund. As they are considered assurance-type warranties, the Company does not account for them as separate performance obligations. Warranty reserve requirements are generally based on a specific assessment of the products sold with warranties when a customer asserts a claim for warranty or a product defect. 

Leases

The Company determines if an arrangement is a lease at inception. Lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. Operating lease right-of-use (“ROU”) assets represent the Company’s right to use an underlying asset for the lease term and operating lease liabilities represent the Company’s obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at the commencement date based on the present value of remaining lease payments over the lease term. ROU assets also include any initial direct costs incurred and prepaid lease payments, less lease incentives received. Because the implicit rate in each lease is not readily determinable, the Company uses its estimated incremental borrowing rate to determine the present value of the remaining lease payment. The Company recognizes operating lease costs on a straight-line basis over the lease term.

The Company does not record short-term leases with a term of 12 months or less at the commencement date on the Consolidated Balance Sheets. For lease arrangements that contain lease and non-lease components, the Company accounts for them as single lease components.

For lease arrangements where the Company is the lessor, the Company recognizes lease income from operating leases on a straight-line basis over the lease term.

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Stock-Based Compensation

The Company measures the cost of employee services received in exchange for an award of equity instruments based on the grant-date fair value of the award. The fair value of RSUs with only service conditions is determined based on the grant date stock price. The fair value of all other awards is determined based on the following valuation methods:

Type of Awards

Valuation Method 

RSUs with performance conditions

Black-Scholes model

RSUs with market conditions

Monte Carlo simulation model

RSUs with both performance and market conditions

Monte Carlo simulation model

Shares issued under the ESPP

Black-Scholes model

Compensation expense related to awards with service conditions is recorded on a straight-line basis over the requisite service period. Compensation expense related to awards subject to performance or market conditions is recognized over the requisite service period for each separately vesting tranche. For awards with only market conditions, compensation expense is not reversed if the market conditions are not satisfied. For awards with only performance conditions, as well as awards containing both market and performance conditions, the Company recognizes compensation expense when the performance goals are achieved, or when it becomes probable that the performance goals will be achieved. Management performs the probability assessment on a quarterly basis by reviewing external factors, such as macroeconomic conditions and the analog industry revenue forecasts, and internal factors, such as the Company’s business and operational objectives and revenue forecasts. Changes in the probability assessment of achievement of the performance conditions are accounted for in the period of change by recording a cumulative catch-up adjustment as if the new estimate had been applied since the service inception date. Any previously recognized compensation expense is reversed if the performance conditions are not expected to be satisfied as a result of management’s assessment.

The Company accounts for forfeitures of equity awards when they occur.

Accounting for Income Taxes 

 

The Company recognizes federal, state and foreign current tax liabilities or assets based on its estimate of taxes payable or refundable in the current fiscal year by tax jurisdiction. The Company also recognizes federal, state and foreign deferred tax assets or liabilities for its estimate of future tax effects attributable to temporary differences and carryforwards. The Company records a valuation allowance to reduce any deferred tax assets by the amount of any tax benefits that, based on available evidence and judgment, are not expected to be realized.

 

The Company’sCompany’s calculation of current and deferred tax assets and liabilities is based on certain estimates and judgments and involves dealing with uncertainties in the application of complex tax laws. The Company’s estimates of current and deferred tax assets and liabilities may change based, in part, on added certainty, or finality or uncertainty to an anticipated outcome, changes in accounting or tax laws in the U.S. or foreign jurisdictions where the Company operates, or changes in other facts or circumstances. In addition, the Company recognizes liabilities for potential U.S. and foreign income tax for uncertain income tax positions taken on its tax returns if it has less than a 50% likelihood of being sustained. If the Company determines that payment of these amounts is unnecessary or if the recorded tax liability is less than its current assessment, the Company may be required to recognize an income tax benefit or additional income tax expense in its financial statements in the period such determination is made. The Company has calculated its uncertain tax positions which were attributable to certain estimates and judgments primarily related to transfer pricing, cost sharing and its international tax structure exposure.judgments.

On December 22, 2017, the tax legislation commonly known as the Tax Cuts and Jobs Act (the “2017 Tax Act”) was enacted, which significantly changed U.S. corporate income tax law. The 2017 Tax Act made the following material changes:(1) reduction of the corporate income tax rate effective January 1, 2018; (2) replacement of the worldwide tax system with a territorial tax regime, with a one-time mandatory tax on previously deferred foreign earnings; (3) amendment on the deductibility of executive performance-based compensation, and (4) creation of new taxes on certain foreign-sourced earnings.

 

Income tax effects resulting from changes in tax laws are accounted for by the Company in the period in which the law is enacted. See Note 12 for further discussion.

Litigation and Contingencies

 

The Company is a party to actions and proceedings in the ordinary course of business, including potential litigation regarding its shareholdersstockholders and its intellectual property, challenges to the enforceability or validity of its intellectual property, claims that the Company’sCompany’s products infringe on the intellectual property rights of others, and employment matters. The pending proceedings involve complex questions of fact and law and will require the expenditure of significant funds and the diversion of other resources to prosecute and defend. In addition, from time to time, the Company becomes aware that it is subject to other contingent liabilities. When this occurs, the Company will evaluate the appropriate accounting for the potential contingent liabilities to determine whether a contingent liability should be recorded. In making this determination, management may, depending on the nature of the matter, consult with internal and external legal counsel and technical experts. Based on the facts and circumstances in each matter, the Company uses its judgment to determine whether it is probable that a contingent loss has occurred and whether the amount of such loss can be estimated. If the Company determines a loss is probable and estimable, the Company records a contingent loss. In determining the amount of a contingent loss, the Company takes into account advice received from experts for each specific matter regarding the status of legal proceedings, settlement negotiations, prior case history and other factors. Should the judgments and estimates made by management need to be adjusted as additional information becomes available, the Company may need to record additional contingent losses. Alternatively, if the judgments and estimates made by management are adjusted, for example, if a particular contingent loss does not occur, the contingent loss recorded would be reversed.

 

Litigation expense (benefit), net inrecorded on the Consolidated Statements of Operations includes primarily patent infringement litigation and other business matters. The Company records litigation costs in the period in which they are incurred. Proceeds resulting from settlement of litigation or favorable judgments are recorded as a reduction against litigation expense.

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Net Income perper Share

 

Basic net income per share is computed by dividing net income by the weighted-average number of common shares outstanding for the period. Diluted net income per share reflects the potential dilution that would occur if outstanding securities or other contracts to issue common stock were exercisedexercised or converted into common shares, and calculated using the treasury stock method. Contingently issuable shares, including equity awards with performance conditions or market conditions, are considered outstanding common shares and included in the basic net income per share as of the date that all necessary conditions to earn the awards have been satisfied. Prior to the end of the contingency period, the number of contingently issuable shares included in the diluted net income per share is based on the number of shares, if any, that would be issuable under the terms of the arrangement at the end of the reporting period.

 

The Company’s outstandingCompany’s RSUs contain forfeitable rights to receive cash dividend equivalents, which are accumulated and paid to the employees when the underlying RSUs vest. Dividend equivalents accumulated on the underlying RSUs are forfeited if the employees do not fulfill theirthe requisite service requirement and, as a result, the awards do notvest. Accordingly, these awards are nottreated as participating securities in the net income per share calculation. 

 

Comprehensive Income

 

Comprehensive income represents the change in the Company’sCompany’s net assets during the period from non-owner sources. Accumulated other comprehensive income (loss) presented inon the Consolidated Balance Sheets primarily consists of unrealized gains or losses related to available-for-sale investments and foreign currency translation adjustments.

 

Recently Adopted Accounting PronouncementPronouncements

Stock-Based Compensation:

  

In March 2016, August 2018the Financial Accounting Standards Board ("FASB"(“FASB”) issued ASUAccounting Standards Update (“ASU”) No.20162018-09,13, Compensation—Stock CompensationFair Value Measurement (Topic 718)820): ImprovementsDisclosure Framework — Changes to Employee Share-Based Payment Accounting,the Disclosure Requirements for Fair Value Measurement, which changed how entities account forchanges certain aspects of share-based payment awards,disclosure requirements, including the accounting for excess tax benefits and tax deficiencies, forfeitures, statutory tax withholding requirements, as well as classification of excess tax benefits in the statements of cash flows.those related to Level 3 fair value measurements. The Company adopted the standard onin the January 1, 2017 firstquarter of 2020and the primaryadoption did nothave a material impact of the adoption was as follows:

The Company elected to account for forfeitures of equity awards when they occur. The change was applied on a modified retrospective basis and the Company recorded a cumulative-effect adjustment of $5.1 million to retained earnings on January 1, 2017, with a corresponding offset to additional paid-in capital. 

Excess tax benefits are recognized in the income tax provision in the Consolidated Statements of Operations prospectively, rather than in additional paid-in capital in the Consolidated Balance Sheets. The Company applied the modified retrospective method and there was no net impact on retained earnings on January 1, 2017, as the increase in deferred tax assets related to previously unrecognized excess tax benefits was fully offset by a valuation allowance.

The Company is presenting excess tax benefits as an operating activity in the Consolidated Statements of Cash Flows on a prospective basis.

Recent Accounting Pronouncements Not Yet Adopted as of December 31, 2017

Revenue Recognition:on its disclosures.

 

In May 2014, January 2017the FASB issued ASU No.20142017-09,04Revenue from Contracts with Customers,Intangibles – Goodwill and Other (Topic 606), 350): Simplifying the Test for Goodwill Impairment,which outlines a single comprehensive model for entities to use insimplifies the accounting for revenue arising from contracts with customers.goodwill impairment. The standard’s core principleguidance removes step twoof the goodwill impairment test, which requires a hypothetical purchase price allocation. A goodwill impairment is that an entity will recognize revenue when it transfers promised goods or servicesthe amount by which a reporting unit’s carrying value exceeds its fair value, not to customers in anexceed the carrying amount that reflectsof goodwill. Entities continue to have the considerationoption to which the entity expectsperform a qualitative assessment to be entitled in exchange for those goods or services.determine if a quantitative impairment test is necessary. The Company adopted the standard onin the January 1, 2018 firstusingquarter of 2020 and the modified retrospective method and prior-period results willadoption did not be restated. In the first quarter of 2018, the Company will record approximately $0.8 million, before tax, to retained earnings related to the cumulative effect of adopting Topic 606, primarily due to the change in revenue recognition for its U.S.-based distributors as discussed below

Under Topic 606, the Company’s product sales consist ofhave a single performance obligation that is satisfied at a point in time. The Company recognizes product revenue from distributors and other customers when the products are shipped or delivered to the customers (based on the terms of the firm purchase orders and sales agreements), primarily because (a) the Company has transferred physical possession of the products, (b) the Company has a present right to payment, (c) the customers have legal title to the products, and (d) the customers bear significant risks and rewards of ownership of the products.

The primary change for the Company under Topic 606 relates to the timing of revenue recognition with three U.S.-based distributors. Sales to these distributors are transacted under the terms of agreements providing price adjustment and other rights. Prior to the adoption of Topic 606, revenue and costs related to these sales were deferred until the Company received notification from the distributors that products have been sold to the end customers and the amount of price adjustments was fixed and finalized. As of December 31, 2017, the deferred revenue balance before the price adjustments was $1.9 million and the related deferred costs were $0.2 million. Upon adoption of Topic 606, the transaction price takes into consideration the effect of variable consideration such as price adjustments, which are estimated and recorded at the time the promised goods are transferred to the customers. Accordingly, effective January 1, 2018, the Company recognizes revenue at the time of shipment or delivery to the distributors, adjusted for an estimate of the price adjustments based on management’s review of historical data and other information available at the time.

Revenue from other U.S. and non-U.S. distributors, which make up the majority of the Company’s total sales to distributors, was already recognized at the time of shipment or delivery to the distributors prior to the adoption of Topic 606 because these arrangements do not contain price adjustment rights. Accordingly, revenue recognition on arrangements with these distributors remains substantially unchanged upon adoption of Topic 606.

Other:

In February 2016, the FASB issued ASUNo.2016-02,Leases (Topic 842), which requires entities to recognize a right-of-use asset and a lease liability on the balance sheets for substantially all leases with a lease term greater than 12 months, including leases currently accounted for as operating leases. In addition, the standard applies to leases embedded in service arrangements. The standard requires modified retrospective adoption and will be effective for annual reporting periods beginning after December 15, 2018, with early adoption permitted. The Company is evaluating thematerial impact of the adoption on its consolidated financial position, results of operations, cash flows and disclosures.annual goodwill impairment test.

 

In June 2016the FASB issued ASU No.2016-13, Financial Instruments – Credit Losses (Topic 326)326): Measurement of Credit Losses on Financial Instruments, which introduces a model based on expected losses to estimate credit losses for most financial assets and certain other instruments. In addition, for available-for-sale debt securities, with unrealizedthe standard eliminates the concept of other-than-temporary impairment and entities are required to recognize an allowance for credit losses the losses will be recognized as allowances rather than reductions in the amortized cost of the securities. Entities are required to apply the standard by recording a cumulative-effect adjustment to retained earnings. The Company adopted the standard in the firstquarter of 2020, which did not have a material impact on its consolidated financial statements.

Recent Accounting Pronouncement Not Yet Adopted as of December 31,2020

In December 2019,the FASB issued ASU No.2019-12,Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes, which eliminates certain exceptions related to the approach for intra-period tax allocation, the methodology for calculating income taxes in an interim period and the recognition of deferred tax liabilities for outside basis differences. The standard also clarifies and simplifies other aspects of the accounting for income taxes. The standard will be effective for annual reporting periods beginning after December 15, 2019, 2020with early adoption permitted for annual reporting periods beginning after December 15, 2018. Entities will apply the standard by recording a cumulative-effect adjustment to retained earnings. The Company is evaluating the impact of the adoption on its consolidated financial position, results of operations, cash flows and disclosures.

In January 2017, the FASB issued ASU No.2017-04,Intangibles – Goodwill and Other (Topic 350): Simplifying the Accounting for Goodwill Impairment, which simplifies the accounting for goodwill impairment. The guidance removes step two of the goodwill impairment test, which requires a hypothetical purchase price allocation. A goodwill impairment will now be the amount by which a reporting unit’s carrying value exceeds its fair value, not to exceed the carrying amount of goodwill. Entities will continue to have the option to perform a qualitative assessment to determine if a quantitative impairment test is necessary. The standard will be applied prospectively, and is effective for annual reporting periods beginning after December 15, 2019. Early adoption is permitted. The standard will generally be applied prospectively, with certain exceptions. The Company is evaluatingdoes not expect the adoption will have a material impact on its consolidated financial statements.

Prior Period Reclassifications

Certain amounts in prior periods have been reclassified to conform with current period presentation:

Long-term investments, which were previously presented separately on the Consolidated Balance Sheets, are now reported within other long-term assets.

Gains and losses on the disposal and sale of property and equipment, which were previously presented separately under operating activities on the Consolidated Statements of Cash Flows, are now reported within the “other” line item under operating activities.   

Accrued purchases of property and equipment, which were previously reported within the "other" line item under other accrued liabilities in Note 5, are now reported separately under other accrued liabilities.

2. REVENUE RECOGNITION

Revenue from Product Sales

The Company generates revenue primarily from product sales, which include assembled and tested ICs, as well as dies in wafer form. These product sales accounted for 97%, 99% and 98% of the adoption on its annual goodwill impairment test.Company’s total revenue for the years ended December 31, 2020, 2019 and 2018, respectively. The remaining revenue primarily includes royalty revenue from licensing arrangements and revenue from wafer testing services performed for thirdparties, which have notbeen significant in all periods presented. See Note 16 for the disaggregation of the Company’s revenue by geographic regions and by product families.

 

56
55

The Company sells its products primarily through 2.third-party distributors, value-added resellers, OEMs, ODMs and EMS providers. For the years ended December 31, 2020, 2019 ACQUISITION

Onand July 22, 2014 (2018the “Acquisition Date”), 81%, the Company acquired 100%83% and 87%, respectively, of the outstanding capital stockCompany’s product sales were made through distribution arrangements. These distribution arrangements contain enforceable rights and obligations specific to those distributors and notthe end customers. Purchase orders, which are generally governed by sales agreements or the Company's standard terms of Sensima Technology SA (“Sensima”)sale, set the final terms for totalunit price, quantity, shipping and payment agreed by both parties. The Company considers purchase consideration of $14.2 million, which consisted of a cash payment of $11.7 million andorders to be the fair value of contingent consideration of $2.5 million.contracts with customers. The unit price as stated on the purchase orders is considered the observable, stand-alone selling price for the arrangements.

   

The contingentCompany recognizes revenue when it satisfies a performance obligation by transferring control of the promised goods or services to its customers, in an amount that reflects the consideration arrangement required the Company expects to pay upbe entitled to in exchange for those goods or services. The Company excludes taxes assessed by government authorities, such as sales taxes, from revenue.

Product sales consist of a single performance obligation that the Company satisfies at a point in time. The Company recognizes product revenue from distributors and direct end customers when the following events have occurred: (a) the Company has transferred physical possession of the products, (b) the Company has a present right to payment, (c) the customer has legal title to the products, and (d) the customer bears significant risks and rewards of ownership of the products. In accordance with the shipping terms specified in the contracts, these criteria are generally met when the products are shipped from the Company’s facilities (such as the “Ex Works” shipping term) or delivered to the customers’ locations (such as the “Delivered Duty Paid” shipping term).

Under certain consignment agreements, revenue is notrecognized when the products are shipped and delivered to be held at customers’ designated locations because the Company continues to control the products and retain ownership, and the customers do nothave an additional $8.9 millionunconditional obligation to former Sensima shareholders if Sensima achievedpay. The Company recognizes revenue when the customers consume the products from the consigned inventory locations or, in some cases, afternew60-day period from the delivery date has passed, at which time control transfers to the customers and the Company invoices them for payment.

Variable Consideration

 
The Company accounts for price adjustment and stock rotation rights as variable consideration that reduces the transaction price and recognizes that reduction in the same period the associated revenue is recognized. Four U.S.-based distributors have price adjustment rights when they sell the Company’s products to their end customers at a price that is lower than the distribution price invoiced by the Company. When the Company receives claims from the distributors that products have been sold to the end customers at the lower price, the Company issues the distributors credit memos for the price adjustments. The Company estimates the price adjustments using the expected value method based on an analysis of historical claims, at both the distributor and
product introductionlevel, as well as certainan assessment of any known trends of product revenuesales mix. Other U.S. distributors and direct margin targets in 2016. The fair valuenon-U.S. distributors, which make up the majority of the contingent consideration atCompany’s total sales to distributors, do nothave price adjustment rights. The Company records a credit against accounts receivable for the Acquisition Date wasestimated price adjustments, with a corresponding reduction to revenue.

Certain distributors have limited stock rotation rights that permit the return of a small percentage of the previous $2.5six million, which was estimatedmonths’ purchases in accordance with the contract terms. The Company estimates the stock rotation returns using the expected value method based on a probability-weightedan analysis of possible future revenue outcomes.historical returns, and the current level of inventory in the distribution channel. The fair valueCompany records a liability for the stock rotation reserve, with a corresponding reduction to revenue. In addition, the Company recognizes an asset for product returns which represents the right to recover products from the customers related to stock rotations, with a corresponding reduction to cost of revenue.

Contract Balances

Accounts Receivable:

The Company records a receivable when it has an unconditional right to receive consideration after the performance obligations are satisfied. As of December 31, 2020 and 2019accounts receivable totaled $66.8 million and $52.7 million, respectively. The Company's accounts receivable are short-term, with standard payment terms generally ranging from 30 to 90 days. The Company did not recognize any write-offs of accounts receivable in any of the contingent consideration was initially recorded in other long-term liabilities in the Consolidated Balance Sheets and was remeasured at the end of each reporting period, with any changes in fair value recorded in operating expense in the Consolidated Statements of Operations.periods presented. As part of the quarterly assessment in the fourth quarter of 2015,December 31, 2020 management reviewed the sales forecast for the products and determined that the projected product revenue in 2016 would likely not meet the minimum target required to earn the contingent consideration, primarily because the product adoption process by customers would take longer than the Company had originally anticipated. Accordingly, the fair value of the contingent consideration was deemed to be $0did not record any allowance for credit losses, and as of December 31, 2015. 2019the Company did not record any allowance for doubtful accounts.

Contract Liabilities:

For certain customers located in Asia, the Company requires cash payments two weeks before the products are scheduled to be shipped to the customers. The Company released the liabilityrecords these payments received in advance of performance as customer prepayments within current accrued liabilities. As of$2.5December 31, 2020 and 2019customer prepayments totaled $7.2 million and recorded$3.4 million, respectively. The increase in the credit in selling, general and administrative expensescustomer prepayment balance for the year ended December 31, 2015.2020 resulted from an increase in unfulfilled customer orders for which the Company has received payments. For the year ended December 31, 2020the Company recognized $3.4 million of revenue that was included in the customer prepayment balance as of December 31, 2019.

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Practical Expedients

 

OnThe Company has elected the practical expedient to expense sales commissions as incurred because the amortization period would have been December 31, 2016, oneatyear or less. 

The Company’s standard payment terms generally require customers to pay 30 to 90 days after the conclusion ofCompany satisfies the performance period, management affirmed that no contingent consideration was earned asobligations. For those customers who are required to pay in advance, the actual product revenue in 2016 didCompany satisfies the performance obligations generally within a quarter. The Company has elected not meet the minimum target.to determine whether contracts with customers contain significant financing components.

 

The Company’s unsatisfied performance obligations primarily include products held in consignment arrangements and customer purchase orders for products that the Company has notyet shipped. Because the Company expects to fulfill these performance obligations within oneyear, the Company has elected notto disclose the amount of these remaining performance obligations.

 

33..  CASH, CASH EQUIVALENTS, INVESTMENTS AND INVESTMENTSRESTRICTED CASH

 

The following is a summary of the Company’sCompany’s cash, cash equivalents and short-term and long-termdebt investments (in thousands): 

 

 

December 31,

  

December 31,

 
 

2017

  

2016

  

2020

  

2019

 

Cash, cash equivalents and investments:

        

Cash

 $75,125  $87,747  $300,609  $144,860 

Money market funds

  7,134   24,956  34,335  28,100 

Corporate debt securities

  203,807   109,644  249,671  260,950 

Commercial paper

 2,999  1,994 

U.S. treasuries and government agency bonds

  13,024   45,877  7,499  19,493 

Auction-rate securities backed by student-loan notes

  5,256   5,354   2,861   3,138 

Total

 $304,346  $273,578  $597,974  $458,535 

 

 

December 31,

  

December 31,

 
 

2017

  

2016

  

2020

  

2019

 

Reported as:

             

Cash and cash equivalents

 $82,759  $112,703  $334,944  $172,960 

Short-term investments

  216,331   155,521  260,169  282,437 

Long-term investments

  5,256   5,354 

Investment within other long-term assets

  2,861   3,138 

Total

 $304,346  $273,578  $597,974  $458,535 

 

The following table summarizes the contractual maturities of the Company’s short-term and long-term available-for-sale investments are as follows (inof December 31, 2020 (in thousands):

  

Amortized Cost

  

Fair Value

 

Due in less than 1 year

 $97,773  $98,036 

Due in 1 - 5 years

  160,316   162,133 

Due in greater than 5 years

  3,020   2,861 

Total

 $261,109  $263,030 


For the year ended
December 31, 2020, the Company recognized gross realized gains of $1.1 million on the sale of investments. Gross realized gains were not material for the years ended December 31, 2019 and 2018. Gross realized losses were not material for any period presented.

 

  

December 31,

 
  

2017

  

2016

 

Due in less than 1 year

 $89,399  $47,568 

Due in 1 - 5 years

  126,932   107,953 

Due in greater than 5 years

  5,256   5,354 

Total

 $221,587  $160,875 

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The following tables summarize the unrealized gain and loss positions related to the Company’s available-for sale investments (in thousands): 

 

 

December 31, 2017

  

December 31, 2020

 
 

Amortized Cost

  

Unrealized Gains

  

Unrealized Losses

  

Total Fair Value

  

Fair Value of

Investments in

Unrealized

Loss Position

  

Amortized Cost

  

Unrealized Gains

  

Unrealized Losses

  

Fair Value

 

Money market funds

 $7,134  $-  $-  $7,134  $-  $34,335  $0  $0  $34,335 

Corporate debt securities

  204,789   17   (999)  203,807   197,564  247,591  2,177  (97) 249,671 

Commercial paper

 2,999  0  0  2,999 

U.S. treasuries and government agency bonds

  13,092   -   (68)  13,024   13,024  7,499  2  (2) 7,499 

Auction-rate securities backed by student-loan notes

  5,570   -   (314)  5,256   5,256   3,020   0   (159)  2,861 

Total

 $230,585  $17  $(1,381) $229,221  $215,844  $295,444  $2,179  $(258) $297,365 

  

December 31, 2019

 
  

Amortized Cost

  

Unrealized Gains

  

Unrealized Losses

  

Fair Value

 

Money market funds

 $28,100  $0  $0  $28,100 

Corporate debt securities

  260,645   383   (78)  260,950 

Commercial paper

  1,994   0   0   1,994 

U.S. treasuries and government agency bonds

  19,487   7   (1)  19,493 

Auction-rate securities backed by student-loan notes

  3,320   0   (182)  3,138 

Total

 $313,546  $390  $(261) $313,675 


The following tables present information about the available-for-sale investments that had been in a continuous unrealized loss position for less than 
12 months and for greater than 12months (in thousands):

  

December 31, 2020

 
  

Less than 12 Months

  

Greater than 12 Months

  

Total

 
  

Fair Value

  

Unrealized Losses

  

Fair Value

  

Unrealized Losses

  

Fair Value

  

Unrealized Losses

 

Corporate debt securities

 $59,144  $(97) $0  $0  $59,144  $(97)

U.S. treasuries and government agency bonds

  5,998   (2)  0   0   5,998   (2)

Auction-rate securities backed by student-loan notes

  0   0   2,861   (159)  2,861   (159)

Total

 $65,142  $(99) $2,861  $(159) $68,003  $(258)

  

December 31, 2019

 
  

Less than 12 Months

  

Greater than 12 Months

  

Total

 
  

Fair Value

  

Unrealized Losses

  

Fair Value

  

Unrealized Losses

  

Fair Value

  

Unrealized Losses

 

Corporate debt securities

 $82,126  $(63) $11,136  $(15) $93,262  $(78)

U.S. treasuries and government agency bonds

  993   (1)  0   0   993   (1)

Auction-rate securities backed by student-loan notes

  0   0   3,138   (182)  3,138   (182)

Total

 $83,119  $(64) $14,274  $(197) $97,393  $(261)

 

  

December 31, 2016

 
  

Amortized Cost

  

Unrealized Gains

  

Unrealized Losses

  

Total Fair Value

  

Fair Value of

Investments in

Unrealized

Loss Position

 

Money market funds

 $24,956  $-  $-  $24,956  $- 

Corporate debt securities

  110,429   65   (850)  109,644   91,938 

U.S. treasuries and government agency bonds

  45,899   -   (22)  45,877   39,275 

Auction-rate securities backed by student-loan notes

  5,570   -   (216)  5,354   5,354 

Total

 $186,854  $65  $(1,088) $185,831  $136,567 

An impairment exists when the fair value of an investment is less than its amortized cost basis. As of December 31, 2020the Company did not consider the impairment of its investments to be a result of credit losses. As of December 31, 2019the Company did not consider the impairment of its investments to be other-than-temporary. The Company typically invests in highly rated securities, with the primary objective of minimizing the potential risk of principal loss. The Company’s investment policy generally requires securities to be investment grade and limits the amount of credit exposure to any one issuer. When evaluating a debt security for impairment, management reviews factors such as the Company’s intent to sell, or whether it will more likely than notbe required to sell, the security before recovery of its amortized cost basis, the extent to which the fair value of the security is less than its cost, the financial condition of the issuer and the credit quality of the investment.

 

There were no redemptions ofThe Company’s auction-rate securities forare backed by pools of student loans supported by guarantees by the years ended December 31, 2017, 2016 and 2015.U.S. Department of Education. The underlying maturities of the outstanding auction-ratethese securities are up to 3025 years.  The Company has received all scheduled interest payments on a timely basis pursuant to the terms and conditions of the securities. The Company does notintend to sell these securities, and it is more likely than notthat the Company will notbe required to sell these securities, before recovery of its amortized cost basis. To date, the Company has redeemed $40.3 million, or 93% of the original portfolio in these auction-rate securities, at par without any realized losses.

Non-Marketable Equity Investment

In November 2020, the Company made an equity investment in a privately held company (the “Investee”) that is accounted for under the measurement alternative. One member of the Company’s Board of Directors is an executive officer of a company that has a commercial relationship with the Investee. In addition, the Company’s Chief Executive Officer has a personal investment in the Investee. As of December 31, 20172020, the Company’s investment had a carrying value of $3.4 million. The Company did not record any impairment or adjustments resulting from observable price changes for the year ended December 31, 2020.

58

Restricted Cash

The following table provides a reconciliation of cash, cash equivalents and restricted cash reported on the Consolidated Balance Sheets to the amounts reported on the Consolidated Statements of Cash Flows (in thousands):   

  

December 31,

 
  

2020

  

2019

 

Cash and cash equivalents

 $334,944  $172,960 

Restricted cash included in other long-term assets

  127   116 

Total cash, cash equivalents and restricted cash reported on the Consolidated Statements of Cash Flows

 $335,071  $173,076 

As of December 31, 2020 and 2016,2019, restricted cash included a security deposit that is set aside in a bank account and cannot be withdrawn by the impairmentCompany under the terms of $0.3 million and $0.2 million, respectively, was determined to be temporary based ona lease agreement. The restriction will end upon the following management assessment:expiration of the lease.

 

Management possesses both the intent and ability to hold these securities for a period of time sufficient to allow for any anticipated recovery in fair value;

Management believes that it is more likely than not that the Company will not have to sell these securities before recovery of its cost basis;

Except for the credit loss of $70,000 recognized in the year ended December 31, 2009, the Company does not believe that there is any additional credit loss associated with these securities because the Company expects to recover the entire amortized cost basis;

The majority of the securities remain AAA, AA+ or Aaa rated;

All scheduled interest payments have been made pursuant to the reset terms and conditions; and

All redemptions of these securities to date, representing 87% of the original portfolio, have been at par.

 

44.. FAIR VALUE MEASUREMENTMEASUREMENTS

 

The following table details the fair value measurement of the financial assets measured on a recurring basis (in thousands):

 

 

Fair Value Measurement at December 31, 2017

  

December 31, 2020

 
 

Total

  

Level 1

  

Level 2

  

Level 3

  

Total

  

Level 1

  

Level 2

  

Level 3

 

Money market funds

 $7,134  $7,134  $-  $-  $34,335  $34,335  $0  $0 

Corporate debt securities

  203,807   -   203,807   -  249,671  0  249,671  0 

Commercial paper

 2,999  0  2,999  0 

U.S. treasuries and government agency bonds

  13,024   -   13,024   -  7,499  0  7,499  0 

Auction-rate securities backed by student-loan notes

  5,256   -   -   5,256  2,861  0  0  2,861 

Mutual funds under deferred compensation plan

  16,625   16,625   -   - 

Mutual funds and money market funds under deferred compensation plan

  26,924   26,924   0   0 

Total

 $245,846  $23,759  $216,831  $5,256  $324,289  $61,259  $260,169  $2,861 

 

 

Fair Value Measurement at December 31, 2016

  

December 31, 2019

 
 

Total

  

Level 1

  

Level 2

  

Level 3

  

Total

  

Level 1

  

Level 2

  

Level 3

 

Money market funds

 $24,956  $24,956  $-  $-  $28,100  $28,100  $0  $0 

Corporate debt securities

  109,644   -   109,644   -  260,950  0  260,950  0 

Commercial paper

 1,994  0  1,994  0 

U.S. treasuries and government agency bonds

  45,877   -   45,877   -  19,493  0  19,493  0 

Auction-rate securities backed by student-loan notes

  5,354   -   -   5,354  3,138  0  0  3,138 

Mutual funds under deferred compensation plan

  12,108   12,108   -   - 

Mutual funds and money market funds under deferred compensation plan

  21,975   21,975   0   0 

Total

 $197,939  $37,064  $155,521  $5,354  $335,650  $50,075  $282,437  $3,138 

_________________


Level 1includesinstruments with quoted prices in active markets for identical assets.

Level 2includes instruments for which the valuations are based upon quoted market prices in active markets involving similar assets or inputs other than quoted prices that are observable for the assets. The market inputs used to value these instruments generally consist of market yields, recently executed transactions, broker/dealer quotes or alternative pricing sources with reasonable levels of price transparency. Pricing sources may include industry standard data providers, security master files from large financial institutions, and other third-party sources used to determine a daily market value.

Level 3includesinstruments for which the valuations are based on inputs that are unobservable and significant to the overall fair value measurement.

 

The Company’sCompany’s level 3 assets consist of government-backed student loan auction-rate securities, which became illiquid in 2008.securities. The following table provides a rollforward of the fair value of the auction-rate securities (in thousands): 

 

Balance at January 1, 2016

 $5,361 

Change in unrealized loss included in other comprehensive loss

  (7)

Balance at December 31, 2016

  5,354 

Change in unrealized loss included in other comprehensive income

  (98)

Balance at December 31, 2017

 $5,256 

Balance at January 1, 2019

 $3,241 

Change in unrealized gain included in other comprehensive income

  147 

Sale and settlement at par

  (250)

Balance at December 31, 2019

  3,138 

Change in unrealized gain included in other comprehensive income

  23 

Sale and settlement at par

  (300)

Balance at December 31, 2020

 $2,861 

 

59

The Company determined the fair value of the auction-rate securities using a discounted cash flow model with the following assumptions:

 

 

December 31,

 

December 31,

 
 

2017

  

2016

 

2020 (1)

 

2019

 

Time-to-liquidity (years)

  2-3    2  

Time-to-liquidity (in years)

2

-3(2.5) 

2

-3 

Discount rate

  4.5%-9.6%   4.3%-9.3% 

3.5%

-7.9%(5.6%) 

4.0%

-8.3% 

 


(1)

The parenthetical value represents the weighted average assumption, which was calculated based on the relative fair value of the securities.

The fair value measurement involves the analysis of valuation techniques and evaluation of unobservable inputs commonly used by market participants to price similar instruments. Outputs from the valuation process are assessed against various market sources when they are available, including marketplace quotes, recent trades of similar illiquid securities and independent pricing services. The valuation of the auction-rate securities is subject to significant management judgment regarding projected future cash flows, which will depend on many factors, including the quality of the underlying collateral, estimated time to liquidity including potential to be called or restructured, underlying final maturity, and market conditions, among others. Changes in any of the unobservable inputs used in the fair value measurement of auction-rate securities in isolation would result in a lower or higher fair value measurement. For example, an increase in the time-to-liquidity assumption or estimated discount rate would result in a lower fair value measurement. 

 

55..BALANCE SHEET COMPONENTS

 

Inventories

 

Inventories consist of the following (in thousands):

 

 

December 31,

  

December 31,

 
 

2017

  

2016

  

2020

  

2019

 

Raw materials

 $20,573  $14,599  $25,503  $22,872 

Work in process

  40,030   26,048  77,100  42,681 

Finished goods

  38,678   30,822   54,459   61,947 

Total

 $99,281  $71,469  $157,062  $127,500 

 

Other Current Assets

 

Other current assets consist of the following (in thousands):

  

December 31,

 
  

2020

  

2019

 

RSU tax withholding proceeds receivable

 $12,504  $6,106 

Prepaid expense

  5,032   7,991 

Accrued interest receivable

  1,914   2,490 

Assets for product returns

  1,684   1,585 

Other

  1,846   1,433 

Total

 $22,980  $19,605 

 

  

December 31,

 
  

2017

  

2016

 

Prepaid wafer purchase

 $6,217  $5,000 

Other prepaid expense

  2,742   2,249 

Interest receivable

  1,352   966 

Value-added tax receivable

  1,235   263 

Other

  1,216   565 

Total

 $12,762  $9,043 

5960

PropertyProperty and Equipment, NNetet

 

Property and equipment,, net, consist of the following (in thousands):

 

 

December 31,

  

December 31,

 
 

2017

  

2016

  

2020

  

2019

 

Land

 $35,432  $35,040 

Production equipment and software

 $110,971  $95,565  163,317  134,292 

Buildings and improvements

  100,990   48,964  142,869  131,057 

Transportation equipment

  11,443   11,291  18,396  16,510 

Land

  16,883   8,285 

Leasehold improvements

 8,705  6,583 

Furniture and fixtures

  3,641   3,518  6,383  4,660 

Leasehold improvements

  3,321   2,838 

Construction in progress

  49,575   19,104 

Property and equipment, gross

  247,249   170,461  424,677  347,246 

Less: accumulated depreciation and amortization

  (102,613)  (85,290)  (143,149)  (118,931)

Total

 $144,636  $85,171  $281,528  $228,315 

 

DepreciationDepreciation and amortization expense on property and equipment was $14.0$18.9 million, $12.6$14.5 million and $12.0$11.4 million for the years ended December 31, 2017,2020, 20162019 and 2015,2018, respectively.

 

Other Long-Term Assets

 

Other long-term assets consist of the following (in thousands):

 

 

December 31,

  

December 31,

 
 

2017

  

2016

  

2020

  

2019

 

Deferred compensation plan assets

 $28,080  $20,288  $46,146  $38,858 

Prepaid wafer purchase

  -   5,000 

Other prepaid expense

  897   1,117 

Operating lease ROU assets

 3,719  2,863 

Prepaid expense

 2,340  2,687 

Debt investment

 2,861  3,138 

Equity investment in a privately held company

 3,400  0 

Other

  1,091   1,006   1,372   1,544 

Total

 $30,068  $27,411  $59,838  $49,090 

Other Accrued Liabilities

 

AccruedOther accrued liabilities consist of the following (in thousands):

 

  

December 31,

 
  

2020

  

2019

 

Dividends and dividend equivalents

 $26,435  $21,747 

Stock rotation and sales returns

  6,005   5,530 

Accrued purchases of property and equipment

  5,841   4,678 

Income tax payable

  3,755   2,435 

Customer prepayments

  7,238   3,412 

Commissions

  1,107   1,425 

Operating lease liabilities

  1,406   1,254 

Warranty

  6,895   1,139 

Other

  4,278   3,170 

Total

 $62,960  $44,790 

 

  

December 31,

 
  

2017

  

2016

 

Dividends and dividend equivalents

 $9,248  $8,946 

Customer prepayments

  4,742   3,246 

Income tax payable

  2,861   1,239 

Stock rotation reserve

  2,647   1,937 

Warranty

  2,416   1,030 

Deferred income

  1,845   3,553 

Sales rebate

  1,036   441 

Commissions

  938   1,008 

Other

  1,774   1,516 

Total

 $27,507  $22,916 
61


Other Long-Term Liabilities

 

Other long-term liabilities consist of the following (in thousands):

 

  

December 31,

 
  

2020

  

2019

 

Deferred compensation plan liabilities

 $48,280  $39,665 

Dividend equivalents

  7,871   6,265 

Operating lease liabilities

  1,693   1,103 

Other

  29   30 

Total

 $57,873  $47,063 

  

December 31,

 
  

2017

  

2016

 

Deferred compensation plan liabilities

 $28,087  $19,836 

Dividend equivalents

  4,881   3,294 

Other

  56   89 

Total

 $33,024  $23,219 

6. REAL ESTATE TRANSACTION

In March 2019, the Company completed the purchase of an office building and land located in Kirkland, Washington for $52.9 million in cash. The property also had in-place leases for a portion of the building which were assumed by the Company. The Company accounted for the purchase as an asset acquisition and capitalized $0.4 million of transaction costs.

The purchase price allocation was as follows (in thousands):

Building

 $30,078 

Land

  22,254 

In-place leases

  981 

Total

 $53,313 

The fair value of the building was determined based on the income approach, which considered the discounted cash flows and direct capitalization analysis, and the sales comparison approach. The fair value of land was determined based on the sales comparison approach. The fair value of the in-place leases was determined primarily based on the analysis of the economic benefits of certain cost savings attributable to the leases.

The building is depreciated over a useful life of 40 years and the in-place leases are amortized over the average remaining lease terms of 3.5 years.

7. LEASES

Lessee

The Company has operating leases primarily for administrative and sales and marketing offices, manufacturing operations and research and development facilities, employee housing units and certain equipment. These leases have remaining lease terms from less than a year to five years. Some of these leases include options to renew the lease term for up to two years or on a month-to-month basis. The Company does not have finance lease arrangements.

As of December 31, 2020 and 2019operating lease ROU assets totaled $3.7 million and $2.9 million, respectively. As of December 31, 2020 and 2019operating lease liabilities totaled $3.1 million and $2.4 million, respectively. The following tables summarize certain information related to the leases (in thousands, except percentages):

  

Year Ended December 31,

 
  

2020

  

2019

 

Lease costs:

        

Operating lease costs

 $1,488  $1,509 

Other

  300   465 

Total lease costs

 $1,788  $1,974 

  

Year Ended December 31,

 
  

2020

  

2019

 

Cash paid for amounts included in the measurement of lease liabilities:

        

Operating cash flows from operating leases

 $1,526  $1,364 

ROU assets obtained in exchange for new operating lease liabilities (1)

 $2,181  $3,667 

  

December 31,

 
  

2020

  

2019

 

Weighted-average remaining lease term (in years)

  2.7   2.1 

Weighted-average discount rate

  2.7%  3.7%


(1)

 For the year ended December 31, 2019the amount includes $2.3 million for operating leases existing on January 1, 2019, the adoption date of ASU No.2016-02,Leases (Topic 842).

 

60
62

As of December 31, 2020, the maturities of the lease liabilities were as follows (in thousands):

 

2021

 $1,491 

2022

  993 

2023

  405 

2024

  199 

2025

  139 

Total remaining lease payments

  3,227 

Less: imputed interest

  (128)

Total lease liabilities

 $3,099 

Reported as:

    

Current liabilities

 $1,406 

Long-term liabilities

 $1,693 

As of 6December 31, 2020, . GOODWILL AND ACQUISITION-RELATED INTANGIBLE ASSETS, NETthe Company had additional operating leases that have not yet commenced with future lease obligations of $4.6 million. The leases will commence in various periods in 2021 with lease terms ranging from less than one year to four years.

 

ThereLessor

The Company owns certain office buildings and leases a portion of these properties to thirdparties under arrangements that are classified as operating leases. These leases have been no changes inremaining lease terms ranging from two years to four years. Some of these leases include options to renew the goodwill balancelease term for up to five years.

For the years ended December 31, 20172020 and 2016.2019 The Company did not identify any goodwill impairment for the years ended, income related to lease payments was $1.9 million and $1.8 million, respectively. As of December 31, 2017, 20202016 and 2015.

Acquisition-related intangible assets consist of the followingfuture income related to lease payments was as follows (in thousands):

 

  

December 31, 2017

 
  

Gross Amount

  

Accumulated

Amortization

  

Net Amount

 

Know-how

 $1,018  $(704) $314 

Developed technologies

  6,466   (5,829)  637 

Total

 $7,484  $(6,533) $951 

2021

 $2,153 

2022

  2,073 

2023

  1,400 

2024

  553 

2025

  59 

Total

 $6,238 

 

  

December 31, 2016

 
  

Gross Amount

  

Accumulated

Amortization

  

Net Amount

 

Know-how

 $1,018  $(500) $518 

Developed technologies

  6,466   (3,982)  2,484 

Total

 $7,484  $(4,482) $3,002 

Amortization expense is recorded in cost of revenue in the Consolidated Statements of Operations and totaled $2.1 million, $2.1 million and $1.8 million for the years ended December 31, 2017, 2016 and 2015, respectively.

The estimated future amortization expense as of December 31, 2017 is as follows (in thousands):

2018

 $841 

2019

  110 

Total

 $951 

78..  STOCK-BASED COMPENSATION

2004 Equity Incentive Plan (the “2004 Plan”)

The Board of Directors adopted the 2004 Plan in March 2004, and the stockholders approved it in November 2004. The 2004 Plan provided for annual increases in the number of shares available for issuance equal to the least of 5% of the outstanding shares of common stock on the first day of the year, 2.4 million shares, or a number of shares determined by the Board of Directors. The 2004 Plan expired on November 12, 2014, and equity awards can no longer be granted under the 2004 Plan. As of November 12, 2014, 2.9 million shares that were available for issuance expired under the 2004 Plan.

 

2014 Equity Incentive Plan (the “2014 Plan”)

TheIn April 2013the Board of Directors adopted the 2014 Equity Incentive Plan in (the April 2013, 2014and Plan”), which the Company's stockholders approved it in June 2013. 2013In October 2014the Board of Directors approved certain amendments to the 2014 Plan. The amended 2014 Plan as amended, became effective on November 13, 2014and provided for the issuance of up to 5.5 million shares. In April 2020the Board of Directors further amended and restated the amended 2014 Plan (the “Amended and Restated 2014Plan”), which the Company's stockholders approved in June 2020The Amended and Restated 2014 Plan became effective on June 11, 2020and provides for the issuance of up to 5.510.5 million shares. The Amended and Restated 2014 Plan will expire on November 13, 2024. June 11, 2030As of December 31, 2017, 20203.26.0 million shares remained available for future issuance under the Amended and Restated 2014 Plan.  

63

Stock-Based Compensation Expense

 

The Company recognized stock-basedstock-based compensation expense as follows (in thousands):

 

  

Year Ended December 31,

 
  

2020

  

2019

  

2018

 

Cost of revenue

 $2,592  $2,409  $1,888 

Research and development

  20,033   19,584   15,990 

Selling, general and administrative

  62,926   56,706   42,729 

Total stock-based compensation expense

 $85,551  $78,699  $60,607 

Tax benefit related to stock-based compensation (1)

 $1,855  $2,754  $4,383 
  

Year Ended December 31,

 
  

2017

  

2016

  

2015

 

Cost of revenue

 $1,654  $1,575  $1,166 

Research and development

  14,816   14,041   11,156 

Selling, general and administrative

  36,147   29,373   29,241 

Total stock-based compensation expense

 $52,617  $44,989  $41,563 
Tax benefit related to stock-based compensation  $5,054  $-  $- 

In______________
(
1)   Amount reflects the first quarter of 2016, the Company’s then Chief Financial Officer retired. As the service or performance conditions for her outstanding restricted stock units (“RSUs”) had not been satisfied at the time of her departure, the Company reversed previously accruedtax benefit related to stock-based compensation expenses of $2.9 million associated with the unvested RSUs and this credit was reflectedrecorded for equity awards that are expected to generate tax deductions when they vest in selling, general and administrative expenses for the year ended December 31, 2016.

future periods.

RSUs

 

The Company’s RSUs include time-based RSUs, RSUs with only performance conditions (“PSUs”), RSUs with market conditions (“MSUs”), and RSUs with both market and performance conditions (“MPSUs”), and RSUs with only market conditions (“MSUs”). Vesting of all awards requires continued service for the Company. In addition, vesting of awards with performance conditions or market conditions is subject to the achievement of pre-determined performance goals. goals and the approval of such achievement by the Compensation Committee of the Board of Directors (the “Compensation Committee”). All awards include service conditions which require continued employment with the Company.

A summary of RSU activity is presented in the table below (in thousands, except per-share amounts):

 

  

Time-Based

RSUs

  

Weighted-

Average Grant

Date Fair

Value Per Share

  

PSUs and

MPSUs

  

Weighted-Average Grant Date Fair Value Per Share

  

MSUs

  

Weighted-

Average Grant

Date Fair

Value Per Share

  

Total

  

Weighted-

Average Grant

Date Fair

Value Per Share

 

Outstanding at January 1, 2015

  589  $28.48   1,659  $28.11   1,800  $23.57   4,048  $26.14 

Granted

  271  $49.82   927 (1) $47.61   -  $-   1,198  $48.11 

Released

  (319) $26.56   (629) $23.40   -  $-   (948) $24.47 

Forfeited

  (42) $35.60   (24) $28.68   -  $-   (66) $33.06 

Outstanding at December 31, 2015

  499  $40.75   1,933  $38.99   1,800  $23.57   4,232  $32.64 

Granted

  133  $63.00   1,216 (1) $41.12   -  $-   1,349  $43.28 

Released

  (239) $36.43   (736) $29.71   -  $-   (975) $31.36 

Forfeited

  (27) $45.35   (129) $36.82   (180) $23.57   (336) $30.38 

Outstanding at December 31, 2016

  366  $51.35   2,284  $43.24   1,620  $23.57   4,270  $36.47 

Granted

  81  $94.25   585 (1) $62.72   -  $-   666  $66.56 

Released

  (175) $48.35   (597) $41.94   -  $-   (772) $43.39 

Forfeited

  (14) $61.80   (6) $49.82   -  $-   (20) $58.46 

Outstanding at December 31, 2017

  258  $66.30   2,266  $48.59   1,620  $23.57   4,144  $39.91 
  Time-Based RSUs  PSUs and MPSUs  MSUs  Total 
  

Number of

Shares

  

Weighted-

Average Grant

Date Fair

Value Per

Share

  

Number of

Shares

  

Weighted-

Average Grant

Date Fair

Value Per

Share

  

Number of

Shares

  

Weighted-

Average Grant

Date Fair

Value Per

Share

  

Number of

Shares

  

Weighted-

Average Grant

Date Fair

Value Per

Share

 

Outstanding at January 1, 2018

  258  $66.30   2,266  $48.59   1,620  $23.57   4,144  $39.91 

Granted

  133  $114.36   630(1) $85.06   600  $68.48   1,363  $80.62 

Vested

  (136) $60.23   (717) $41.08   0  $0   (853) $44.13 

Forfeited

  (15) $82.20   (5) $63.16   (1) $68.48   (21) $76.92 

Outstanding at December 31, 2018

  240  $95.38   2,174  $61.61   2,219  $35.69   4,633  $50.94 

Granted

  52  $141.32   512(1) $99.88   0  $0   564  $103.68 

Vested

  (103) $81.53   (656) $53.72   (324) $23.57   (1,083) $47.34 

Forfeited

  (9) $117.31   (43) $42.72   (9) $68.48   (61) $57.01 

Outstanding at December 31, 2019

  180  $115.45   1,987  $74.50   1,886  $37.63   4,053  $59.16 

Granted

  76  $189.28   627(1) $173.40   0  $0   703  $175.12 

Vested

  (86) $110.67   (1,213) $59.03   (324) $23.57   (1,623) $54.70 

Forfeited

  (9) $138.34   (11) $84.48   (8) $68.48   (28) $96.35 

Outstanding at December 31, 2020

  161  $151.62   1,390  $132.60   1,554  $40.40   3,105  $87.42 

_________________


(1)

Amount reflects the number of PSUs and MPSUsawards that may ultimately be earned based on management’s probability assessment of the achievement of performance conditions at each reporting period. In addition, MPSUs are subject to the achievement of market conditions.

 

The intrinsic value related to vested RSUs released was $74.0$326.2 million, $62.9$138.3 million and $49.2$90.0 million for the years ended December 31, 2017,2020, 20162019 and 2015,2018, respectively. As of December 31, 2017,2020, the total intrinsic value of all outstanding RSUs was $430.6 million,$1.1 billion, based on the closing stock price of $112.36.$366.23. As of December 31, 2017,2020, unamortized compensation expense related to all outstanding RSUs was $75.9$136.3 million with a weighted-average remaining recognition period of approximately three2.2 years. 

 

Cash proceeds from vested PSUs with a purchase price totaled $18.8 million, $16.6 million and $10.6 million for the years ended December 31, 2020, 2019 and 2018, respectively. 

Time-Based RSUs:RSUs

 

For the years ended December December 31, 2020, 2017,20162019 and 2015,2018, the Compensation Committee of the Board of Directors (the "Compensation Committee") granted 81,000,133,00076,000, 52,000 and 271,000133,000 RSUs, respectively, with time-based vestingservice conditions to non-executive employees and non-employee directors. The RSUs generally vest over three to four years for employees and one year for directors, subject to continued service with the Company.

 

PSUs and MPSUs

20172020 PSUs:

 

In February 2017, 2020the Compensation Committee granted 200,000100,000 PSUs to the executive officers, which represent a target number of shares to be awardedearned based on the Company’s average two-year (2020 and 2021) revenue growth rate compared against the analog industry’s average two-year revenue growth rate as published by the Semiconductor Industry Association (2020 Executive PSUs”). The maximum number of shares that an executive officer can earn is 300% of the target number of the 2020 Executive PSUs. 50% of the 2020 Executive PSUs will vest in the first quarter of 2022 if the pre-determined performance goals are met during the performance period. The remaining 2020 Executive PSUs will vest over the following two years on a quarterly basis. Assuming the achievement of the highest level of performance goals, the total stock-based compensation cost for the 2020 Executive PSUs is $51.1 million.

64

In February 2020the Compensation Committee granted 30,000 PSUs to certain non-executive employees, which represent a target number of shares to be earned based on the Company’s 2021revenue goals for certain regions or product line divisions, or based on the Company’s average two-year (20172020 and 20182021) revenue growth rate compared against the analog industry’s average two-year revenue growth rate as published by the Semiconductor Industry Association (20172020 ExecutiveNon-Executive PSUs”). The maximum number of shares that an executive officeremployee can earn is either 200% or 300% of the target number of the 20172020 Executive PSUs. 50%Non-Executive PSUs, depending on the job classification of the employee. 50% of the 20172020 ExecutiveNon-Executive PSUs will vest in the firstquarter of 20192022 if the pre-determined performance goals are met during the performance period and approved by the Compensation Committee.period. The remaining 20172020 ExecutiveNon-Executive PSUs will vest over the following two years on aan annual or quarterly basis. Vesting is subject to the employees’ continued employment with the Company. Assuming the achievement of the highest level of performance goals, the total stock-based compensation cost for the 20172020Non-Executive PSUs is $12.8 million.

The 2020 Executive PSUs and the 2020Non-Executive PSUs contain a purchase price feature, which requires the employees to pay the Company $30 per share upon vesting of the shares. The $30 purchase price requirement is deemed satisfied and waived if the average stock price for 20 consecutive trading days at any time during the performance period is $36.330 higher than the grant date stock price of $182.62. This market condition was achieved in the secondquarter of 2020. The Company determined the grant date fair value of the 2020 Executive PSUs and the 2020Non-Executive PSUs using a Monte Carlo simulation model with the following assumptions: stock price of $182.62, simulation term of 2.0 years, expected volatility of 33.6%, risk-free interest rate of 1.4%, and expected dividend yield of 1.1%. 

2020 MPSUs:


In 
July 2020the Compensation Committee granted 43,000 MPSUs to the executive officers and 2,000 MPSUs to certain key employees, which represented a target number of shares that could be earned based on the achievement of both market and performance conditions (“2020 MPSUs”).  The maximum number of shares that an employee could earn was 500% of the target number of the 2020MPSUs. The market conditions consisted of five stock price targets ranging from $260 to $300 with a performance period through July 20, 2023,and the performance condition consisted of onebusiness operating goal related to a revenue target for certain customers with a performance period through December 31, 2021.As of December 31, 2020, the Company has achieved all five price targets and the operating goal, and a total of 221,000 shares were awarded to the employees. 75% of the 2020MPSUs will vest on July 20, 2023and 25% of the 2020MPSUs will vest on July 20, 2024All vested shares will be subject to a post-vesting sales restriction period of oneyear. Based on the actual achievement of the market and performance goals, the total stock-based compensation cost for the 2020MPSUs is $42.1 million.

The Company determined the grant date fair value of the 2020MPSUs using a Monte Carlo simulation model with the following assumptions: stock price of $248.71, simulation term of 4.0 years, expected volatility of 38.8%, risk-free interest rate of 0.2%, and expected dividend yield of 0.8%. In addition, the grant date fair value included an illiquidity discount of 8.9% to account for the post-vesting sales restrictions.

2019 PSUs:

 

In February 2017,2019, the Compensation Committee granted 48,000151,000 PSUs to certain non-executive employees,the executive officers, which representrepresented a target number of shares tothat could be awarded based on the Company’s 2018 revenue goals for certain regions or product line divisions, orearned based on the Company’s average two-year (20172019 and 20182020) revenue growth rate compared against the analog industry’s average two-year revenue growth rate as published by the Semiconductor Industry Association (20172019 Non-ExecutiveExecutive PSUs”). The maximum number of shares that an employee canexecutive officer could earn is either 200% or was 300% of the target number of the 20172019 Non-Executive PSUs, dependingExecutive PSUs. Based on the job classificationactual revenue achievement at the end of the employee. performance period, a total of 454,000 shares were awarded to the executive officers. 50% of the 20172019 Non-ExecutiveExecutive PSUs will vest in the first quarter of 20192021. if the pre-determined performance goals are met during the performance period and approved by the Compensation Committee. The remaining 20172019 Non-ExecutiveExecutive PSUs will vest over the following two years on an annual ora quarterly basis. Vesting is subject toBased on the employees’ continued employment with the Company. Assuming theactual achievement of the highest level of performance goals, the total stock-based compensation cost for the 20172019 Non-ExecutiveExecutive PSUs excluding cancelled shares, is $7.1$46.6 million.

 

The 20172019 Executive PSUs and the 2017 Non-Executive PSUs contain a purchase price feature, which requires the employees to pay the Company $30$30 per share upon vesting of the shares. Shares that do not vest will not be subject to the purchase price payment. The Company determined the grant date fair value of the 20172019 Executive PSUs and the 2017 Non-Executive PSUs using the Black-Scholes model with the following assumptions: stock price of $89.37,$130.67, expected term of 2.6 years, expected volatility of 28.6%29.0% and risk-free interest rate of 1.3%2.5%.

2016 PSUs:

 

In February 2016,October 2018, the Compensation Committee granted 285,00053,000 PSUs to the executive officers,certain non-executive employees, which represented a target number of shares tothat could be awardedearned based on the Company’s 2020 revenue goals for certain regions or product line divisions, or based on the Company’s average two-year (20162019 and 20172020) revenue growth rate compared against the analog industry’s average two-year revenue growth rate as published by the Semiconductor Industry Association (2016 Executive PSUs”). The maximum number of shares that an executive officer could earn was 300% of the target number of the 2016 Executive PSUs. 50% of the 2016 Executive PSUs would vest in the first quarter of 2018 if the pre-determined performance goals were met during the performance period and approved by the Compensation Committee. The remaining 2016 Executive PSUs would vest over the following two years on a quarterly basis. Vesting is subject to the employees’ continued employment with the Company. In July 2016, the Compensation Committee granted 12,0002016 Executive PSUs to the Company’s new Chief Financial Officer.

In February 2018, the Compensation Committee approved the revenue achievement for the 2016 Executive PSUs and a total of 651,000 shares were earned by the executive officers. Based on the actual achievement of the performance goals, the total stock-based compensation cost for the 2016 Executive PSUs, excluding cancelled shares, is $26.1 million.

In February 2016, the Compensation Committee granted 64,000 PSUs to certain non-executive employees, which represented a target number of shares to be awarded based on the Company’s 2017 revenue goals for certain regions or product line divisions, or based on the Company’s average two-year (2016 and 2017) revenue growth rate compared against the analog industry’s average two-year revenue growth rate as published by the Semiconductor Industry Association (“20162019 Non-Executive PSUs”). The maximum number of shares that an employee could earn was either 200% or 300% of the target number of the 20162019 Non-Executive PSUs, depending on the job classification of the employee. 50%Based on the actual revenue achievement at the end of the performance period, a total of 100,000 shares were awarded to the employees. 50% of the 20162019 Non-Executive PSUs wouldwill vest in the first quarter of 20182021. if the pre-determined performance goals were met during the performance period and approved by the Compensation Committee. The remaining 20162019 Non-Executive PSUs wouldwill vest over the following two years on an annual or quarterly basis. Vesting is subject to the employees’ continued employment with the Company.

In February 2018, the Compensation Committee approved the revenue achievement for the 2016 Non-Executive PSUs and a total of 128,000 shares were earned by the employees. Based on the actual achievement of the performance goals, the total stock-based compensation cost for the 20162019 Non-Executive PSUs excluding cancelled shares, is $5.1$8.1 million.

 

65

��

The 2016 Executive PSUs and the 20162019 Non-Executive PSUs contain a purchase price feature, which requires the employees to pay the Company $20$30 per share upon vesting of the shares. Shares that do not vest will not be subject to the purchase price payment. The Company determined the grant date fair value of the 2016 Executive PSUs and the 20162019 Non-Executive PSUs granted in February 2016 using the Black-Scholes model with the following assumptions: stock price of $58.98,$108.43, expected term of 2.62.9 years, expected volatility of 31.1%28.7% and risk-free interest rate of 0.9%2.9%. For the 2016 Executive PSUs granted in July 2016, the Company used the following assumptions: stock price of $70.98, expected term of 2.3 years, expected volatility of 29.6% and risk-free interest rate of 0.7%.

 

20152018 PSUs:

 

In February 2015,2018, the Compensation Committee granted 172,000188,000 PSUs to the executive officers, which represented a target number of shares tothat could be awardedearned based on the Company’sCompany’s average two-year (20152018 and 20162019) revenue growth rate compared against the analog industry’s average two-year revenue growth rate as published by the Semiconductor Industry Association (20152018 Executive PSUs”). The maximum number of shares that an executive officer could earn was 300% of the target number of the 20152018 Executive PSUs.  In February 2017, Based on the Compensation Committee approved theactual revenue achievement forat the 2015 Executive PSUs andend of the performance period, a total of 432,000558,000 shares were earned byawarded to the executive officers. 50% of the 20152018 Executive PSUs vested in the first quarter of 2017.2020. The remaining 20152018 Executive PSUs vest over the following two years on a quarterly basis. Vesting is subject to the employees’ continued employment with the Company. Based on the actual achievement of the performance goals, the total stock-based compensation cost for the 20152018 Executive PSUs excluding cancelled shares, is $21.0$45.6 million.

  

In February 2015,2018, the Compensation Committee granted 58,00044,000 PSUs to certain non-executive employees, which represented a target number of shares tothat could be awardedearned based on the Company’sCompany’s 20162019 revenue goals for certain regions or product line divisions, or based on the Company’s average two-year (20152018 and 20162019) revenue growth rate compared against the analog industry’s average two-year revenue growth rate as published by the Semiconductor Industry Association (20152018 Non-Executive PSUs”). The maximum number of shares that an employee could earn was either 200% or 300% of the target number of the 20152018 Non-Executive PSUs, depending on the job classification of the employee. In February 2017, Based on the Compensation Committee approvedactual achievement at the revenue achievement forend of the 2015 Non-Executive PSUs andperformance period, a total of 118,00075,000 shares were earned byawarded to the non-executive employees. 50% of the 20152018 Non-Executive PSUs vested in the first quarter of 2017.2020. The remaining 20152018 Non-Executive PSUs vest over the following two years on an annual or quarterly basis. Vesting is subject to the employees’ continued employment with the Company. Based on the actual achievement of the performance goals, the total stock-based compensation cost for the 20152018 Non-Executive PSUs excluding cancelled shares, is $5.7$6.0 million.

 

The 20152018 MPSUs:Executive PSUs and the 2018 Non-Executive PSUs contain a purchase price feature, which requires the employees to pay the Company $30 per share upon vesting of the shares. Shares that do not vest will not be subject to the purchase price payment. The Company determined the grant date fair value of the 2018 Executive PSUs and the 2018 Non-Executive PSUs using the Black-Scholes model with the following assumptions: stock price of $110.00, expected term of 2.6 years, expected volatility of 27.5% and risk-free interest rate of 2.3%. 

  

On2015 MPSUs:

In December 31, 2015, the Compensation Committee granted 86,000 MPSUs to the executive officers and 41,000 MPSUs to certain non-executive employees, which representrepresented a target number of shares tothat could be awardedearned upon achievement of both market conditions and performance conditions (“2015 MPSUs”). The maximum number of shares that an employee cancould earn is was 500% of the target number of the 2015 MPSUs. The 2015 MPSUs consistconsisted of four separate tranches with various performance periods endingall ended on December 31, 2019. The first tranche containscontained market conditions only, which requirerequired the achievement of five stock price targets ranging from $71.36$71.36 to $95.57$95.57 with a performance period from January 1, 2016 to December 31, 2019. As of September 30, 2017, all five price targets for the first tranche have been achieved and approved by the Compensation Committee.

 

The second, third and fourth tranches containcontained both market conditions and performance conditions. Each tranche requires the achievement of The five stock price targets measured against a base price equal to the greater of: (1) the average closing stock price during the 20 consecutive trading days immediately before the start of the performance period for that tranche, or (2) the closing stock price immediately before the start of the performance period for that tranche. The stock price targets for the second tranche rangeranged from $89.56$89.56 to $106.81$106.81 with a performance period from January 1, 2017 to December 31, 2019. As of December 31, 2017, allThe five price targets for the second tranche have been achieved and approved by the Compensation Committee. The stock price targets for the third tranche rangeranged from $120.80$120.80 to $135.48$135.48 with a performance period from January 1, 2018 to December 31, 2019. The fivestock price targets for the fourth tranche will be determined on December 31, 2018 ranged from $126.08 to $136.79 with a performance period from January 1, 2019 to December 31, 2019.

 

In addition, each of the second, third and fourth tranches requiresrequired the achievement of one of following six operating metrics:

 

1.

Successful implementation of full digital solutionssolutions for certain power products.

2.

Successful implementation, and adoption by a key customer, of an integrated,, software-based field-oriented control with sensors to motor drivers.

3.

Successful implementation of certain advanced power analog processes.

4.

Successful design wins and achievement of a specific level of revenue with a global networking customer.

5.

Achievement of a specific level of revenue with a global electronics manufacturer.

6.

Achievement of a specific level of market share with certain core power products.

66

The following table summarizes the achievement of the market and performance conditions:

Tranche

Market Conditions

Performance Conditions

One

All stock price targets were achieved as of September 30, 2017.

 

6.Not required.

Two

All stock price targets were achieved as of December 31, 2017.

Achievement

Operating metric #1 was achieved as of a specific levelDecember 31, 2018.

Three

All stock price targets were achieved as of market share with certain core power products.September 30, 2018.

Operating metric #2 was achieved as of December 31, 2018.

Four

All stock price targets were achieved as of March 31, 2019.

Operating metric #3 was achieved as of September 30, 2019.

 

AsA total of December 31, 2017, none of the operating metrics have been achieved.

Subject0.6 million shares were awarded to the employees’ continued employment with the Company, theemployees. The 2015 MPSUs will fully vestvested on January 1, 2020, if the pre-determined individual market and performance goals in each tranche are met during the performance periods and approved by the Compensation Committee. In addition, the 2015 MPSUs containwith post-vesting sales restrictions on the vested shares by employees for up to an additional two years.

 

The Company determined the grant date fair value of the 2015 MPSUs using a Monte Carlo simulation model with the following weighted-average assumptions: stock price of $61.35,$61.35, expected volatility of 33.2%, risk-free interest rate of 1.3%, and an illiquidity discount of 7.8% to account for the post-vesting sales restrictions. Assuming Based on the actual achievement of all of the required market and performance goals, the total stock-based compensation cost for the 2015 MPSUs, excluding cancelled shares for the terminated employees, is $24.6$24.6 million ($($8.3 million for the first tranche, $4.5$4.5 million for the second tranche, $5.2$5.2 million for the third tranche, and $6.6$6.6 million for the fourth tranche).

 

For the first tranche, stock-based compensation expense is being recognized over the requisite service period. For the second, third and fourth tranches, stock-based compensation expense for each tranche is recognized depending upon the number of the operating metrics management deems probable of being achieved during the performance periods in each reporting period. As of December 31, 2017, based on management’s quarterly assessment, three of the six operating metrics were considered probable of being achieved during the performance periods. Accordingly, stock-based compensation expense is being recognized for the second, third and fourth tranches over the requisite service period.MSUs

 

20142018 PSUs:MSUs:

 

In February 2014,October 2018, the Compensation Committee granted 252,000 PSUs to the executive officers, which represented a target number of shares to be awarded based on the Company’s average two-year (2014 and 2015) revenue growth rate compared against the analog industry’s average two-year revenue growth rate as published by the Semiconductor Industry Association (“2014 Executive PSUs”). The maximum number of shares that an executive officer could earn was 300% of the target number of the 2014 Executive PSUs. In February 2016, the Compensation Committee approved the revenue achievement for the 2014 Executive PSUs and a total of 694,000 shares were earned by the executive officers. 50% of the 2014 Executive PSUs vested in the first quarter of 2016. The remaining 2014 Executive PSUs vest over the following two years on a quarterly basis. Vesting is subject to the employees’ continued employment with the Company. Based on the actual achievement of the performance goals, the total stock-based compensation cost for the 2014 Executive PSUs, excluding cancelled shares, is $20.7 million.

In April 2014, the Compensation Committee granted 61,000 PSUs to certain non-executive employees, which represented a target number of shares to be awarded based on the Company’s 2015 revenue goals for certain regions or product line divisions, or based on the Company’s average two-year (2014 and 2015) revenue growth rate compared against the analog industry’s average two-year revenue growth rate as published by the Semiconductor Industry Association (“2014 Non-Executive PSUs”). The maximum number of shares that an employee could earn was either 200% or 300% of the target number of the 2014 Non-Executive PSUs, depending on the job classification of the employee. In February 2016, the Compensation Committee approved the revenue achievement for the 2014 Non-Executive PSUs and a total of 103,000 shares were earned by the non-executive employees. 50% of the 2014 Non-Executive PSUs vested in the second quarter of 2016. The remaining 2014 Non-Executive PSUs vest over the following two years on an annual or quarterly basis. Vesting is subject to the employees’ continued employment with the Company. Based on the actual achievement of the performance goals, the total stock-based compensation cost for the 2014 Non-Executive PSUs, excluding cancelled shares, is $3.7 million.

In connection with the acquisition of Sensima in July 2014, the Compensation Committee granted $2.0 million of PSUs (or 47,000 shares) to key Sensima employees who became employees of the Company, with the right to earn up to four equal tranches totaling $8.0 million based on the achievement of certain cumulative Sensima product revenue targets during the performance period from the acquisition date to July 2019. 50% of the awards subject to each revenue goal will vest immediately when the revenue goal is met during the performance period and approved by the Compensation Committee. The remaining shares will vest over the following two years. The vesting is subject to the employees’ continued employment with the Company. These equity awards are considered arrangements for post-acquisition services and the compensation cost for the four tranches is recognized over the requisite service period if it is probable that the performance goals will be met.  As of December 31, 2017, stock-based compensation expense of $2.0 million for the first tranche was being recognized over the requisite service period. Stock-based compensation expense for the other tranches was not being recognized as their achievement was deemed not probable as of December 31, 2017.

2013 PSUs:

In February 2013, the Compensation Committee granted 220,000 PSUs to the executive officers, which represented a target number of shares to be awarded upon achievement of certain pre-determined revenue targets in 2014 (“2013 Executive PSUs”). The maximum number of shares that an executive officer could earn was 300% of the target number of the 2013 Executive PSUs. In February 2015, the Compensation Committee approved the revenue achievement for the 2013 Executive PSUs and a total of 622,000 shares were earned by the executive officers. 50% of the 2013 Executive PSUs vested in the first quarter of 2015 and the remaining shares vested over the following two years on a quarterly basis. Vesting was subject to the employees’ continued employment with the Company. Based on the actual achievement of the performance goals, the total stock-based compensation cost for the 2013 Executive PSUs, excluding cancelled shares, was $15.0 million.

In February 2013, the Compensation Committee granted 91,000 PSUs to certain non-executive employees, which represented a target number of shares to be awarded upon achievement of certain pre-determined revenue targets for the Company as a whole, certain regions or product-line divisions in 2014 (“2013 Non-Executive PSUs”). The maximum number of shares that an employee could earn was either 200% or 300% of the target number of 2013 Non-Executive PSUs, depending on the job classification of the employee. In February 2015, the Compensation Committee approved the revenue achievement for the 2013 Non-Executive PSUs and a total of 154,000 shares were earned by the non-executive employees. 50% of the 2013 Non-Executive PSUs vested in the first quarter of 2015 and the remaining shares vested over the following two years on an annual or quarterly basis. Vesting was subject to the employees’ continued employment with the Company. Based on the actual achievement of the performance goals, the total stock-based compensation cost for the 2013 Non-Executive PSUs, excluding cancelled shares, was $3.0 million.

2013 MSUs:

In December 2013, the Compensation Committee granted 276,00060,000 MSUs to the executive officers and 84,00060,000 MSUs to certain non-executive employees, which represented a target number of shares that wouldcould be awardedearned upon achievement of stock price targets (“2018 MSUs”). The maximum number of shares that an employee could earn was 500% of the target number of the 2018 MSUs if the Company achieved five stock price targets ranging from $40.00$140 to $56.00$172 during afive-year performance period from January 1, 2014October 26, 2018 to December 31, 2023. As of December 31, 2019, all stock price targets have been achieved and the employees were awarded a total of 0.6 million shares. The 2018 MSUs will vest on January 1, 2024, with post-vesting sales restrictions on the vested shares for up to an additional two years. The total stock-based compensation cost for the 2018 MSUs, excluding cancelled shares for the terminated employees, is $39.9 million.

The Company determined the grant date fair value of the 2018 MSUs using a Monte Carlo simulation model with the following assumptions: stock price of $108.43, expected volatility of 31.6%, a risk-free interest rate of 3.0%, and an illiquidity discount of 8.7% to account for the post-vesting sales restrictions. 

2013 MSUs:

In December 2013, the Compensation Committee granted 276,000 MSUs to the executive officers and 84,000 MSUs to certain non-executive employees, which represented a target number of shares that could be earned upon achievement of stock price targets (“2013 MSUs”). The maximum number of shares that an employee could earn was 500% of the target number of the 2013 MSUs. MSUs if the Company achieved five price targets ranging from $40 to $56 during a performance period from January 1, 2014 to December 31, 2018. As of December 31, 2015, all fivestock price targets have been achieved and approved by the Compensation Committee, and the employees earnedwere awarded a total of 1.8 million shares. The 2013 MSUs will vest quarterly from January 1, 2019 to December 31, 2023. VestingThe total stock-based compensation cost for the 2013 MSUs, excluding cancelled shares for the terminated employees, is subject to the employees’ continued employment with the Company.$38.2 million.

 

The Company determined the grant date fair value of the 2013 MSUs using a Monte Carlo simulation model with the following assumptions: stock price of $31.73,$31.73, expected volatility of 38.7% and risk-freea risk-free interest rate of 1.6%. There was 0 illiquidity discount because the awards do not The total stock-based compensation cost for the 2013 MSUs, excluding cancelled shares, is $38.2 million.contain any post-vesting sales restrictions.

 

Stock OptionsESPP

No stock options were granted for the years ended December 31, 2017, 2016 and 2015. A summary of stock option activity is presented in the table below:

  

Shares

  

Weighted-

Average

Exercise Price

  

Weighted-

Average

Remaining

Contractual

Term

  

Aggregate

Intrinsic Value

 
  

(in thousands)

      

(in years)

  

(in thousands)

 

Outstanding at January 1, 2015

  590  $15.80   1.2  $20,039 

Exercised

  (498) $15.55         

Forfeited and expired

  (2) $6.10         

Outstanding at December 31, 2015

  90  $17.50   1.3  $4,134 

Exercised

  (76) $17.80         

Outstanding at December 31, 2016

  14  $15.88   1.0  $921 

Exercised

  (9) $16.79         

Outstanding at December 31, 2017

  5  $13.89   0.4  $465 

Exercisable at December 31, 2017

  5  $13.89   0.4  $465 

Total intrinsic value of options exercised was $0.7 million, $3.7 million and $18.6 million for the years ended December 31, 2017, 2016 and 2015, respectively. Proceeds from stock option exercises were $0.1 million, $1.3 million and $7.7 million for the years ended December 31, 2017, 2016 and 2015, respectively. At December 31, 2017, there was no unamortized compensation expense.

2004Employee Stock Purchase Plan (“ESPP”)

 

Under the ESPP, eligible employees may purchase common stock through payroll deductions. Participants may not purchase more than 2,000 shares in a six-month offering period, or stockpurchase shares having a value greater than $25,000$25,000 in any calendar year as measured at the beginning of the offering period in accordance with the Internal Revenue Code and applicable Treasury Regulations.treasury regulations. The ESPP provides for an annual increase by an amount equal to the least of 1.0one million shares, 2% of the outstanding shares of common stock on the first day of the year, or a number of shares as determined by the Board of Directors. As of December 31, 2017,2020, 4.64.5 million shares were available for future issuance. The ESPP will expire in November 2024.

 

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For the years ended December 31, 2017,2020, 20162019 and 2015,2018, 40,000,53,00028,000, 28,000 and 56,00033,000 shares, respectively, were issued under the ESPP.issued. The intrinsic value of the shares issued was $1.0$2.5 million, $1.0$0.7 million and $0.6$1.1 million for the years ended December 31, 2017,2020, 20162019 and 2015,2018, respectively. The unamortized expense was $0.2 million as of December 31, 20172020, was $92,000,which will be recognized through the first quarter of 2018.2021. The Black-Scholes model was used to value the employee stock purchase rights with the following weighted-average assumptions: 

 

 

Year Ended December 31,

  

Year Ended December 31,

 
 

2017

  

2016

  

2015

  

2020

  

2019

  

2018

 

Expected term (years)

  0.5   0.5   0.5 

Expected term (in years)

 0.5  0.5  0.5 

Expected volatility

  23.5%  28.6%  30.3% 48.9% 37.0% 29.5%

Risk-free interest rate

  0.9%  0.4%  0.2% 0.8% 2.2% 2.0%

Dividend yield

  0.9%  1.2%  1.4% 0.9% 1.1% 1.0%

 

Cash proceeds from the shares issued under the ESPP were $2.7$3.8 million, $2.5$3.3 million and $2.2$3.0 million for the years ended December 31, 2017,2020, 20162019 and 2015,2018, respectively.

  

8. STOCK REPURCHASE PROGRAMS

In July 2013, the Board of Directors approved a stock repurchase program (the “20139. Program”) that authorized the Company to repurchase up to $100 million in the aggregate of its common stock through June 30, 2015. In April 2015, the Board of Directors approved an extension of the 2013 Program through December 31, 2015. The 2013 Program expired on December 31, 2015 with a remaining unused balance of $5.9 million. Shares were retired upon repurchase under the 2013 Program.

In February 2016, the Board of Directors approved a stock repurchase program (the “2016 Program”) that authorized the Company to repurchase up to $50 million in the aggregate of its common stock through December 31, 2016. In December 2016, the Board of Directors approved an extension of the 2016 Program through December 31, 2017. The 2016 Program expired on December 31, 2017 with a remaining unused balance of $50 million.

For the year ended December 31, 2015, the Company repurchased a total of 0.6 million shares for $32.3 million, at an average price of $50.05 per share under the 2013 Program.  No shares were repurchased for the years ended December 31, 2017 and 2016.

9. DIVIDENDS AND DIVIDEND EQUIVALENTS

 

Cash Dividend Program

 

In June 2014, The Company has a dividend program approved by the Board of Directors, approved a dividend program pursuant to which the Company intends to pay quarterly cash dividends on its common stock. Based on the Company’s historical practice, stockholders of record as of the last business day of the quarter are entitled to receive the quarterly cash dividends when and if declared by the Board of Directors, which are payable to the stockholders in the following month. The Board of Directors declared the following cash dividends (in thousands, except per-share amounts): 

 

  

Year Ended December 31,

 
  

2017

  

2016

  

2015

 

Dividend declared per share

 $0.80  $0.80  $0.80 

Total amount

 $33,145  $32,434  $31,618 

  

Year Ended December 31,

 
  

2020

  

2019

  

2018

 

Dividend declared per share

 $2.00  $1.60  $1.20 

Total amount

 $89,832  $69,196  $50,803 

 

As of December December 31, 20172020 and 2016,2019, accrued dividends totaled $8.3$22.6 million and $8.2$17.4 million, respectively.

 


The declaration of any future cash dividends is at the discretion of the Board of Directors and will depend on, among other things, the Company’sCompany’s financial condition, results of operations, capital requirements, business conditions, statutory requirements of Delaware law, compliance with the terms of future indebtedness and credit facilities and other factors that the Board of Directors maydeem relevant, as well as a determination that cash dividends are in the best interests of the stockholders.

The Company anticipates that cash used for future dividend payments will come from its current domestic cash, and cash generated from ongoing U.S. operations. In addition, the Company currently plans to repatriateoperations, and cash repatriated from its Bermuda subsidiary to fund future dividends and continue to indefinitely reinvest itssubsidiary. The Company also anticipates that earnings from other foreign subsidiaries. See Note 12 for further discussion.subsidiaries will continue to be indefinitely reinvested.

 

Cash Dividend Equivalent Rights

 

Under the Company’s stock plans, outstandingThe Company's RSUs contain rights to receive cash dividend equivalents, which entitle employees who hold RSUs to the same dividend value per share as holders of common stock. The dividend equivalents are accumulated and paid to the employees when the underlying RSUs vest. Dividend equivalents accumulated on the underlying RSUs are forfeited if the employees do notfulfill theirthe requisite service requirement and, as a result, the awards do notvest. As of December 31, 20172020 and 2016,2019accrued dividend equivalents totaled $5.8$11.7 million and $4.1$10.6 million, respectively.

   

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1010.. INTEREST AND OTHER INCOME, NET

 

The components of interest and other income, net, are as follows (in thousands):

 

 

Year Ended December 31,

  

Year Ended December 31,

 
 

2017

  

2016

  

2015

  

2020

  

2019

  

2018

 

Interest income

 $5,353  $2,488  $1,608  $9,327  $7,305  $6,321 

Amortization of premium on available-for-sale investments

  (1,976)  (1,019)  (463)

Amortization of premium on available-for-sale securities

 (2,979) (729) (1,353)

Gain (loss) on deferred compensation plan investments

  2,531   1,257   (375) 4,592  3,806  (1,022)

Foreign currency exchange gain (loss)

  (550)  65   608  (1,364) (310) 953 

Other

  162   26   43   884   486   95 

Total

 $5,520  $2,817  $1,421  $10,460  $10,558  $4,994 

 

 

111.1.   NET INCOME PER SHARE

 

The following table sets forth the computation of basic and diluted net income per share (in thousands, except per share amounts):

 

 

Year Ended December 31,

  

Year Ended December 31,

 
 

2017

  

2016

  

2015

  

2020

  

2019

  

2018

 

Numerator:

                   

Net income

 $65,203  $52,720  $35,172  $164,375  $108,839  $105,268 
             

Denominator:

                   

Weighted-average outstanding shares used to compute basic net income per share

  41,350   40,436   39,470 

Weighted-average outstanding shares - basic

 44,840  43,165  42,247 

Effect of dilutive securities

  2,228   1,479   1,399   2,174   2,598   2,355 

Weighted-average outstanding shares used to compute diluted net income per share

  43,578   41,915   40,869 

Weighted-average outstanding shares - diluted

  47,014   45,763   44,602 
             

Net income per share:

                   

Basic

 $1.58  $1.30  $0.89  $3.67  $2.52  $2.49 

Diluted

 $1.50  $1.26  $0.86  $3.50  $2.38  $2.36 

 

Anti-dilutiveAnti-dilutive common stock equivalents were not material in any of the periods presented.

 

 

112.2.  INCOME TAXES

 

The components of income before income taxes are as follows (in thousands):

 

 

Year Ended December 31,

  

Year Ended December 31,

 
 

2017

  

2016

  

2015

  

2020

  

2019

  

2018

 

United States

 $(19,115) $(14,431) $(247) $39,286  $(4,134) $(13,151)

Foreign

  102,059   71,695   42,738   130,056   117,254   131,633 

Total income before income taxes

 $82,944  $57,264  $42,491 

Income before income taxes

 $169,342  $113,120  $118,482 

 

The components of the income tax provisionexpense are as follows (in thousands):

 

 

Year Ended December 31,

  

Year Ended December 31,

 
 

2017

  

2016

  

2015

  

2020

  

2019

  

2018

 

Current:

                   

Federal

 $31,025  $2,527  $6,042  $2,842  $1,682  $11,023 

State

  2   -   2  (1) 8  4 

Foreign

  1,967   2,013   1,213  3,814  3,105  2,992 

Deferred:

                   

Federal

  (15,426)  -   -  (1,221) (213) (797)

Foreign

  173   4   62   (467)  (301)  (8)

Total income tax provision

 $17,741  $4,544  $7,319 

Income tax expense

 $4,967  $4,281  $13,214 

 

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The effective tax rate differs from the applicable U.S. statutory federal income tax rate as follows:

 

 

Year Ended December 31,

  

Year Ended December 31,

 
 

2017

  

2016

  

2015

  

2020

  

2019

  

2018

 

U.S. statutory federal tax rate

  35.0

%

  34.0

%

  34.0

%

 21.0% 21.0% 21.0%

Settlement with tax authorities

  -   -   6.2 

Foreign income at lower rates

  (41.2)  (41.1)  (43.1) (15.2) (20.7) (22.0)

Impact of the 2017 Tax Act:

                   

One-time deemed repatriation transition tax

  50.5   -   -  0  0  0.6 

Remeasurement of deferred taxes

  11.8   -   - 

GILTI

 11.1  11.0  14.4 

Changes in valuation allowance

  (36.2)  11.0   17.6  1.6  2.1  0 

Stock-based compensation

  2.2   2.2   -  (11.2) (1.5) (1.1)

Tax credits, net of reserves

 (3.8) (6.2) (1.9)
State income taxes  (1.6)  (0.7)  0 

Other adjustments

  (0.7)  1.8   2.5   1.0   (1.2)  0.2 

Effective tax rate

  21.4

%

  7.9

%

  17.2

%

  2.9%  3.8%  11.2%

 

The components of net deferred tax assets consist of the following (in thousands):

 

 

December 31,

  

December 31,

 
 

2017

  

2016

  

2020

  

2019

 

Deferred tax assets:

             

R&D tax credits

 $10,331  $9,817 

Tax credits

 $23,501  $18,080 

Stock-based compensation

  9,157   7,283  2,392  6,237 

Deferred compensation

  5,505   6,752  7,895  7,110 

Depreciation and amortization

  191   161 

Net operating losses

  1,377   -  1,150  615 

Other expenses not currently deductible

  1,924   3,974   4,617   2,323 

Total deferred tax assets

  28,485   27,987 

Deferred tax assets, gross

 39,555  34,365 

Valuation allowance

  (12,568)  (27,354)  (18,190)  (15,411)

Deferred tax assets, net of valuation allowance

  21,365   18,954 

Deferred tax liabilities:

     

Depreciation and amortization

 (1,600) (1,259)

Undistributed foreign earnings

 (77) (77)

Other expenses currently deductible

  (1,132)  (425)

Deferred tax liabilities

  (2,809)  (1,761)

Net deferred tax assets

 $15,917  $633  $18,556  $

17,193

 

 

2017 U.S. Tax ReformGILTI:

 

Under Accounting Standards Codification (“ASC”) 740,Income Taxes, the effects of The Company accounts for GILTI as a new legislation are recognized upon enactment. Accordingly, the Company was required to recognize the tax effects of the 2017 Tax Act beginning in the fourth quarter of 2017.period cost. 

 

On December 22, 2017, the Securities and Exchange Commission issued Staff Accounting Bulletin No.118 ("SAB 118"), which addresses the application of ASC 740 in situations when a registrant does not have the necessary information available, prepared, or analyzed in reasonable detail to complete the accounting for certain income tax effects of the 2017 Tax Act. In accordance with SAB 118,for matters that have not been completed, the Company would recognize provisional amounts to the extent that they are reasonably estimable. If a reasonable estimate cannot be determined, the Company would not be required to report provisional amounts and would continue to apply ASC 740 based on the provisions of the tax laws that were in effect immediately before the enactment of the 2017 Tax Act.

As of December 31, 2017, the Company has not completed its accounting for the tax effects of the 2017 Tax Act and recorded certain provisional amounts, as discussed below, based on reasonable estimates for the year ended December 31, 2017. The provisional amounts are subject to revisions, possibly materially, as the Company performs further analysis of the 2017 Tax Act, collects and prepares necessary financial data, continues to assess its tax positions, and interprets any additional guidance issued by the U.S. Treasury Department, Internal Revenue Service (“IRS”), FASB, and other standard-setting and regulatory bodies. Any subsequent adjustment to these amounts will be recorded to the income tax provision in the period when the analysis is complete. The Company expects to complete the analysis within the one-year measurement period ending December 21, 2018, pursuant to SAB 118.

Corporate Tax Rate and Remeasurement of Deferred Taxes:

The 2017 Tax Act reduces the corporate tax rate from 35% to 21%, effective January 1, 2018. Because ASC 740 requires the effect of a change in tax laws to be recognized as of the date of enactment, the Company remeasured its deferred tax balance as of December 22, 2017 and recorded a provisional amount of $9.8 million to the income tax provision as a result of the remeasurement for the year ended December 31, 2017.

Deemed Repatriation Transition Tax:

The 2017 Tax Act mandates a one-time deemed repatriation transition tax of post-1986 undistributed foreign earnings and profits (“E&P”) on which U.S. income taxes were previously deferred. The rate applied varies depending on whether the E&P is held in liquid or non-liquid assets. A proportional deduction on the deemed repatriation results in a transition tax of 15.5% for cash and liquid assets and 8% for non-liquid assets. The transition tax is assessed regardless of whether the Company repatriates the earnings. The transition tax is determined on the greater of E&P as of two measurement dates ( November 2, 2017 or December 31, 2017). The amount of cash and liquid assets is determined based on the greater of the amounts calculated using two alternative measurement periods.

For the year ended December 31, 2017, the Company recorded a provisional amount of $41.9 million related to the transition tax expense. After the utilization of R&D tax credits of $18.0 million, the transition tax payable is $23.9 million. As permitted by the 2017 Tax Act, the Company has elected to pay the transition tax in installments over eight years. As a result, $1.9 million was recorded in current accrued liabilities and $22.0 million was recorded in long-term income tax liabilities as of December 31, 2017.

Undistributed Earnings of Subsidiaries:Valuation Allowance:

 

The Company previously considered the earnings inperiodically evaluates its non-U.S. subsidiaries to be indefinitely reinvested and, accordingly, recorded no deferred income taxes. Prior to the transition tax, the Company had an excess of the amount for financial reporting over the tax basis in its foreign subsidiaries including undistributed foreign earnings of $390.2 million. While the transition tax resulted in the reduction of the excess of the amount for financial reporting over the tax basis in its foreign subsidiaries and subjected a provisional amount of $119.7 million of undistributed foreign earnings to tax, an actual repatriation from its non-U.S. subsidiaries could be subject to additional foreign withholding taxes and U.S. state taxes.

The Company has analyzed its global working capital and cash requirements, and has determined that it plans to repatriate cash from its Bermuda subsidiary on an ongoing basis to fund its future U.S. based expenditures and dividends. For the other foreign subsidiaries, the Company expects to indefinitely reinvest undistributed earnings to fund foreign operations and their research and development. For those undistributed foreign earnings from which the Company was not able to make a reasonable estimate of the tax effects of such repatriation, the Company has not recorded any deferred taxes or accrued for any withholding taxes or state taxes as of December 31, 2017. The Company will record the tax effects of any change in its prior assertion with respect to those undistributed foreign earnings in the period that it is first able to make a reasonable estimate, no later than the end of the measurement period under SAB 118.

Global Intangible Low-Taxed Income:

The 2017 Tax Act subjects a U.S. parent shareholder to taxation of its global intangible low-taxed income (“GILTI”), effective January 1, 2018. The GILTI inclusions will impact companies that have foreign earnings generated without a large aggregate foreign fixed asset base and whose earnings are being taxed at a low tax rate. GILTI is calculated based on foreign income in excess of a deemed return on tangible assets of foreign corporations. The income inclusion under GILTI is eligible for a deduction that is intended to lower the effective tax rate to 10.5% for taxable years 2018 to 2025, and rise to 13.125% for taxable years after 2025.The enactment of the GILTI tax will result in additional Subpart F income recognition for the Company in 2018 and onwards. 

Executive Compensation Deductions:

The 2017 Tax Act retains the $1 million limitation on deductible compensation to covered employees, which include the Chief Executive Officer and four other highest paid officers, under IRC Section 162(m). However, it eliminates the exception for performance-based cash or stock compensation and expands the definition of covered employees to include the Chief Financial Officer. Accordingly, beginning January 1, 2018, the deductible compensation to covered employees will generally be subject to the $1 million limitation.

Release of Valuation Allowance

Management periodically evaluates the realizability of the Company’s deferred tax assets, including a determination of whether a valuation allowance is necessary, based on all available evidence.upon its ability to utilize the assets using a more likely than not analysis. The realizability of the Company’s net deferred tax assets is dependent on its ability to generate sufficient future taxable income during periods prior to the expiration of tax attributes to fully utilize these assets. The Company maintained a full valuation allowance on its U.S. deferred tax assets asAs of the thirdDecember 31, 2020 quarter ofand 2017.In the fourth quarter of 2017,2019, the Company assessedhas evaluated the realizabilityrealization of theits deferred tax assets and concludedrecorded a valuation allowance for assets that it was more likely thando not that its federal deferred tax assets would be realizable, due principally tomeet the enactment of the more-likely-than-2017not Tax Act.recognition threshold.

 

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Undistributed Earnings of Subsidiaries:

 

In accordance with ASCThe Company has analyzed its global working capital and cash requirements, and has determined that it plans to repatriate cash from its Bermuda subsidiary on an ongoing basis to fund its future U.S.-based expenditures and dividends.  For the years ended 740,December 31, 2020 and 2019, management consideredthe Company repatriated $30 million and $75 million from its Bermuda subsidiary, respectively. 

For all available evidence, both positiveother foreign subsidiaries, the Company expects to indefinitely reinvest undistributed earnings to fund their operations and negative,research and development. As of December 31, 2020 and 2019, the undistributed earnings were approximately $27.7 million and $32.9 million, respectively. An actual repatriation of the undistributed earnings could be subject to determine whether, basedadditional foreign withholding taxes and U.S. state taxes. The Company expects to be able to take a 100% dividend received deduction to offset any U.S. federal income tax liability on the weightundistributed earnings. Determination of that evidence, a valuation allowance forthe unrecognized state and withholding deferred tax asset was needed. The Company’s conclusion was primarily driven by the following positive evidence:

The Company forecasts taxable income in the U.S. in future periods.  The enactment of GILTI will result in additional Subpart F income each year.

Executive performance-based equity awards are now subject to the Section 162(m) deduction limitation.

The Company has a history of utilizing all federal tax attributes before expiration.

As a result, the Company releasedliability is $21.6not million of valuation allowance on federal deferred tax assets, which was recorded as a benefit in the income tax provision in the fourth quarter of 2017. The Company continues to maintain a full valuation allowance on the deferred tax assets in California, primarilypracticable at this time due to a low apportionment factor and the amount of R&D tax credits generated is greater thancomplexities associated with the amount utilized.hypothetical calculation.

 

Other Income Tax Provision Matters

 

As of December 31, 20172020, , the Company did not have federal net operating loss carryforwards. As of December 31, 2017,2020, the state net operating loss carryforwards for income tax purposes were $19.7$20.2 million, which will expire beginning in 2028.2024.

 

As of December 31, 20172020, , the Company had $7.1 million R&D tax credit carryforwards of $0.8 million for federal income tax purposes, which will begin to expire in 2037,2040, and $21.0$30.5 million for state income tax purposes, which can be carried forward indefinitely.

Upon adoption of ASUNo.2016-09,Compensation—Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting, on January 1, 2017, all excess tax benefits and deficiencies related to equity awards are recognized in the income tax provision in the Consolidated Statements of Operations prospectively, rather than in additional paid-in-capital in the Consolidated Balance Sheets. In addition, the standard eliminates the requirement to defer recognition of excess tax benefits until they are realized through a reduction to income taxes payable. The Company applied the modified retrospective method and there was no net adjustment to retained earnings as of January 1, 2017, as the deferred tax assets related to the previously unrecognized excess tax benefits were fully offset by a valuation allowance. The Company expects increased volatility to the income tax provision in future periods dependent upon, among other variables, the price of its common stock and the timing and volume of equity award vesting.

 

In the event of a change in ownership, as defined under federal and state tax laws, the Company's net operating loss and tax credit carryforwards could be subject to annual limitations. The annual limitations could result in the expiration of the net operating loss and tax credit carryforwards prior to utilization.

On July 27, 2015, inAltera Corp. v. Commissioner, the U.S. Tax Court issued an opinion related to the treatment of stock-based compensation expense in an intercompany cost-sharing arrangement. A final decision was issued in December 2015, and the IRS appealed the decision in February 2016. At this time, the U.S. Department of the Treasury has not withdrawn the requirement from its regulations to include stock-based compensation in the cost pool to be shared under a cost-sharing arrangement. Due to the uncertainty surrounding the status of the current regulations, questions related to the scope of potential benefits, and the risk of the Tax Court’s decision being overturned upon appeal, the Company has not recorded any adjustments as of December 31, 2017. The Company will continue to monitor developments related to this opinion and the potential impact on its financial statements.

 

At December 31, 2017,2020, the Company had $16.3$33.5 million of unrecognized tax benefits, $9.1$24.3 million of which would affect its effective tax rate if recognized after considering the valuation allowance. At December 31, 2016,2019, the Company had $14.4$25.4 million of unrecognized tax benefits, $3.5$17.3 million of which would affect its effective tax rate if recognized after considering the valuation allowance. 

 

A reconciliation of the gross unrecognized tax benefits is as follows (in thousands): 

 

Balance as of January 1, 2015

 $16,406 

Increase for tax position of current year

  1,964 

Decrease related to settlement with tax authorities

  (4,162)

Decrease due to lapse of statute of limitation

  (669)

Decrease for tax position of prior year

  (1,446)

Balance as of December 31, 2015

  12,093 

Increase for tax position of prior year

  243 

Increase for tax position of current year

  2,095 

Balance as of December 31, 2016

  14,431 

Increase for tax position of prior year

  169 

Increase for tax position of current year

  2,360 

Decrease due to lapse of statute of limitation

  (688)

Balance as of December 31, 2017

 $16,272 

Balance as of January 1, 2018

 $16,272 

Increase for tax position of prior year

  1,474 

Increase for tax position of current year

  2,957 

Decrease due to lapse of statute of limitation

  (212)

Balance as of December 31, 2018

  20,491 

Increase for tax position of prior year

  1,589 

Increase for tax position of current year

  4,663 

Decrease due to settlement with tax authorities

  (560)

Decrease due to lapse of statute of limitation

  (776)

Balance as of December 31, 2019

  25,407 

Increase for tax position of current year

  9,782 

Decrease for tax position of prior year

  (907)

Decrease due to settlement with tax authorities

  (560)

Decrease due to lapse of statute of limitation

  (223)

Balance as of December 31, 2020

 $33,499 

 

The Company recognizes interest and penalties, if any, related to uncertain tax positions in its income tax provision. As of December 31, 2020 2017and 2016,2019, the Company has $0.5$2.4 million and $0.3$1.6 million, respectively, of accrued interest related to uncertain tax positions, which were recorded in long-term income tax liabilities inon the Consolidated Balance Sheets.

 

Uncertain tax positions relate to the allocation of income and deductions among the Company’sCompany’s global entities and to the determination of the research and development tax credit. It is reasonably possible thatVarious events, some of which cannot be predicted, such as clarification of tax law by administrative or judicial means, may occur and would require the Company to increase or decrease its reserves and effective income tax rate over the next twelve-month period, the Company may experience increases or decreases in its unrecognized tax benefits. months. However, it is not possible to determine either the magnitude or the range of increases or decreases at this time.

 

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The Company currently has reduced tax rates in its subsidiaries in Chengdu and Hangzhou, China through 2030 and 2023, respectively, for performing research and development activities throughactivities.

In July 2015the U.S. Tax Court issued an opinion in Altera Corp. v. Commissioner, invalidating the Treasury regulations that require participants in qualified intercompany cost-sharing arrangements to share stock-based compensation costs. A final decision was issued by the Tax Court in December 2015and the IRS appealed the decision in June 2016In June 2019the Ninth Circuit Court of Appeals upheld the cost-sharing regulations. In July 2019Altera filed a petition for rehearing en banc in the Ninth Circuit Court of Appeals. In November 2019the Ninth Circuit Court of Appeals declined to rehear the case. In February 2020Altera filed a petition with the U.S. Supreme Court to review the case. In June 2020,the Supreme Court denied Altera's petition for writ of certiorari, declining to review the decision of the Ninth Circuit Court of Appeals. Based on the Supreme Court’s denial to hear the Altera case, until and 2019, respectively. In addition,unless there is further litigation on this matter in the future, the Company currently has a tax holiday in Switzerland, which allows for tax-free operations throughconsiders the matter resolved and there was 2018.no  The tax holiday and tax incentives had an insignificant impact on earnings per share for the periods presented.Company’s current treatment of stock-based compensation costs.  

Income Tax ExaminationsExamination

 

The Company is subject to examination of its income tax returns by the IRS and other tax authorities. The Company’s U.S. Federal incomeIn general, the tax returnyears for the year ended December 31, 2014 was under examination by the IRS in 2016. In January 2017, the IRS completed its examination with no adjustments.

The Company’s U.S. Federal income tax returns for the years ended December 31, 2005 through December 31, 2007 were under examination by the IRS. In April 2011, the Company received from the IRS a Notice of Proposed Adjustment ("NOPA") relating to a cost-sharing agreement entered into by the Company and its international subsidiaries on January 1, 2004. In the NOPA, the IRS objected to the Company’s allocation of certain litigation expenses between the Company and its international subsidiaries and the amount of "buy-in payments" made by the international subsidiaries to the Company in connection with the cost-sharing agreement, and proposed to increase the Company’s U.S. taxable income according to a few alternative methodologies. In February 2012, the Company received a revised NOPA from the IRS (“Revised NOPA”). In this Revised NOPA, the IRS raised the same issues as in the NOPA issued in April 2011 but under a different methodology. Under the Revised NOPA, the largest potential federal income tax payment, if the IRS were to prevail on all matters in dispute, was $10.5 million, plus interest and penalties, if any. The Company responded to the Revised NOPA in May 2012. In June 2013, the IRS responded and continued to disagree with the Company’s rebuttal. The Company met with the IRS Office of Appeals in 2014 and both parties engaged in continuous discussions for a resolution of the matter in the first quarter of 2015. Meanwhile, the Company granted the IRS an extension of the statute of limitations for taxable years 2005 through 2007 to September 30, 2015. 

The IRS also audited the research and development credits carried forward into year 2005 and the credits generated in the years 2005 through 2007. The Company received a NOPA from the IRS in February 2011, proposing to reduce the research and development credits generated in years 2005 through 2007 and the carryforwards, which would then reduce the value of such credits carried forward to subsequent tax years.

In April 2015, the Company reached a final resolution with the IRS in connection with theare open for examination for U.S. federal and state income tax audits for the years 2005 through 2007. Under the agreement, the Company made a one-time buy-in payment of $1.2 million for taxes related primarily to the revaluation of a license for certain intellectual property rights of the Company to one of its international subsidiaries.  This buy-in payment was final and no additional payment would be required with respect to the intellectual property license for the years under examination or for a previous or subsequent tax year. In addition, the Company made an interest payment of $1.0 million as well as a tax payment of $0.1 million for the tax years 2008 to 2013 in 2015.  There were no penalties assessed on the Company as a result of the audits.purposes.

  

For the second quarter of 2015, the Company's income tax provision included a one-time net charge of $2.7 million reflecting the taxes and interest, partially offset by the reversal of previously accrued tax liabilities and valuation allowances. Of the $2.7 million charge, $1.6 million was related to taxes and $1.1 million was related to interest.

113.3.  COMMITMENTS AND CONTINGENCIES

 

Lease Obligations

As of December 31, 2017, future minimum payments under the non-cancelable operating leases were as follows (in thousands):

2018

 $1,210 

2019

  636 

2020

  193 

2021

  55 

2022

  51 

Total

 $2,145 

The Company leases warehouse space, sales and marketing, and research and development offices in China, India, Japan, Korea, the United States and Europe. Certain of the Company’s facility leases provide for periodic rent increases. Rent expense for the years ended December 31, 2017, 2016 and 2015 was $1.5 million, $1.7 million and $1.8 million, respectively.

Warranty and Indemnification Provisions

 

The changes in warranty reserves are as follows (in thousands):

 

 

Year Ended December 31,

  

Year Ended December 31,

 
 

2017

  

2016

  

2015

  

2020

  

2019

  

2018

 

Balance at beginning of period

 $1,030  $289  $240  $1,139  $4,564  $2,416 

Warranty provision for product sales

  1,912   1,102   333  7,584  891  6,586 

Settlements made

  (40)  (68)  (158) (843) (2,768) (1,402)

Unused warranty provision

  (486)  (293)  (126)  (985)  (1,548)  (3,036)

Balance at end of period

 $2,416  $1,030  $289  $6,895  $1,139  $4,564 

 

The Company provides indemnification agreements to certain direct or indirect customers. The Company agrees to reimburse these parties for any damages, costs and expenses incurred by them as a result of legal actions taken against them by third parties for infringing upon their intellectual property rights as a result of using the Company’sCompany’s products and technologies. These indemnification provisions are varied in their scope and are subject to certain terms, conditions, limitations and exclusions. In addition, the Company has entered into indemnification agreements with its directors and officers.

 

It is not possible to predict the maximum potential amount of future payments under these agreements due to the limited history of indemnification claims and the unique facts and circumstances involved in each particular agreement. There were no indemnification liabilities incurred in any of the periods presented. However, there can be no assurances that the Company will not incur any financial liabilities in the future as a result of these obligations.

 

Purchase Commitments

The Company has outstanding purchase commitments with its suppliers and other parties that require the future purchases of goods or services, which primarily consist of wafer and other inventory purchases, assembly and other manufacturing services, construction or purchases of property and equipment, and license arrangements. As of 1December 31, 2020the Company’s outstanding purchase obligations totaled approximately $211.5 million.

Litigation4.  LITIGATION

 

The Company is a party to actions and proceedings in the ordinary course of business, including potential litigation initiated by its shareholders,stockholders, challenges to the enforceability or validity of its intellectual property, claims that the Company’sCompany’s products infringe on the intellectual property rights of others, and employment matters. These proceedings often involve complex questions of fact and law and mayrequire the expenditure of significant funds and the diversion of other resources to prosecute and defend. The Company defends itself vigorously against any such claims. As of December 31, 2017, 2020there were no material pending legal proceedings to which the Company was a party.

 

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72

 

 

114.5.  EMPLOYEE 401(k) PLAN

 

The CompanyCompany sponsors a 401(k) retirement savings plan for all employees in the United StatesU.S. who meet certain eligibility requirements. Participants may contribute up to the amount allowable as a deduction for federal income tax purposes. The Company is not required to contribute and did not contribute to the plan for the years ended December 31, 2017,2020, 20162019 and 2015.2018.

 

 

115.6.  SIGNIFICANT CUSTOMERS

 

The Company sells its products primarily through third-party distributors and value-added resellers, and directly to original equipment manufacturers, original design manufacturersOEMs, ODMs and electronic manufacturing serviceEMS providers. The following table summarizes those customers with sales equal to or greater than 10% or more of the Company's total revenue or with accounts receivable balances greater than 10% of the Company’s total accounts receivable:revenue: 

 

  

Revenue

  

Accounts Receivable

 
  

Year Ended December 31,

  

December 31,

 

Customer

 

2017

  

2016

  

2015

  

2017

  

2016

 

A (distributor)

  17%  22%  24%  16%  19%

B (distributor)

  *   *   *   *   17%

C (distributor)

  10%  *   *   *   * 

D (value-added reseller)

  *   *   *   15%  * 
  

Year Ended December 31,

 

Customer

 

2020

  

2019

  

2018

 

Distributor A

  24%  23%  22%

Distributor B

  11%  *   10%

________


* Represents less than 10%.

 

The Company’sCompany’s agreements with these third-party distributors and value-added resellercustomers were made in the ordinary course of business and maybe terminated with or without cause by these customers with advance notice. Although the Company mayexperience a short-term disruption in the distribution of its products and a short-term decline in revenue if its agreement with anyeither of these customersthe distributors was terminated, the Company believes that such termination would not have a material adverse effect on its financial statements because it would be able to engage alternative distributors, resellers and other distribution channels to deliver its products to end customers within a short period following the termination of the agreement with the customer.

 

The following table summarizes those customers with accounts receivable equal to 10% or more of the Company’s total accounts receivable:  

  

December 31,

 
  

2020

  

2019

 

Distributor A

  24%  24%

Distributor B

  21%  11%

Value-added reseller A

  13%  13%

Direct customer A

  10%  * 


* Represents less than 10%.

 

116.7.  SEGMENT AND GEOGRAHPICGEOGRAPHIC INFORMATION 

 

The Company operates in one1 reportable segment that includes the design, development, marketing and sale of high-performance analog solutions for the consumer, computing and storage, automotive, industrial, automotivecommunications and communicationsconsumer markets. The Company’sCompany’s chief operating decision maker is its Chief Executive Officer, who reviews financial information presented on a consolidated basis for purposes of allocating resources and evaluating financial performance. The Company derives a majority of its revenue from sales to customers located outside North America, with geographic revenue based on the customers’ ship-to locations.  

 

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The following is a summary of revenue by geographic regions (in thousands):

 

 

Year Ended December 31,

  

Year Ended December 31,

 

Country or Region

 

2017

  

2016

  

2015

  

2020

  

2019

  

2018

 

China

 $257,787  $245,169  $213,119  $516,519  $382,740  $334,726 

Taiwan

  83,357   45,414   41,521  109,256  73,801  75,307 

Europe

  38,140   27,554   22,603  56,329  49,467  49,484 

Korea

  34,155   27,710   20,519 

South Korea

 64,093  43,900  41,238 

Southeast Asia

  25,755   19,645   18,592  42,403  32,031  36,495 

Japan

  20,187   14,318   9,727  35,461  27,812  26,853 

United States

  11,113   8,567   6,732  20,098  17,836  17,621 

Other

  435   288   254   293   334   658 

Total

 $470,929  $388,665  $333,067  $844,452  $627,921  $582,382 

 

The following is a summary of revenue by major product families (in thousands):

 

  

Year Ended December 31,

 

Product Family

 

2017

  

2016

  

2015

 

DC to DC

 $431,861  $350,930  $299,726 

Lighting Control

  39,068   37,735   33,341 

Total

 $470,929  $388,665  $333,067 

  

Year Ended December 31,

 

Product Family

 

2020

  

2019

  

2018

 

DC to DC

 $800,478  $589,651  $537,512 

Lighting Control

  43,974   38,270   44,870 

Total

 $844,452  $627,921  $582,382 

 

The following is a summary of long-lived assets by geographic regions (in thousands):

 

 

December 31,

  

December 31,

 

Country

 2017  

2016

  

2015

  

2020

  

2019

  

2018

 

China

 $89,472  $45,728  $40,738  $151,752  $113,888  $93,096 

United States

  65,618   50,242   40,405  101,768  94,671  39,054 

Taiwan

  17,238   8,919   126  18,797  17,652  16,972 

Bermuda

  7,522   9,573   11,624 

Other

  388   571   431   9,211   2,104   879 

Total

 $180,238  $115,033  $93,324  $281,528  $228,315  $150,001 

 

 

117.8. ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)INCOME (LOSS)

 

The following table summarizes the changes in accumulated other comprehensive income (loss) (in thousands):

 

  

Unrealized Losses

on Available-for-

Sale Securities

  

Foreign Currency

Translation

Adjustments

  

Total

 

Balance as of January 1, 2016

 $(375) $1,841  $1,466 

Other comprehensive loss before reclassifications

  (623)  (5,033)  (5,656)

Amounts reclassified from accumulated other comprehensive income (loss)

  (25)  -   (25)

Net current period other comprehensive loss

  (648)  (5,033)  (5,681)

Balance as of December 31, 2016

  (1,023)  (3,192)  (4,215)

Other comprehensive income (loss) before reclassifications

  (343)  6,369   6,026 

Amounts reclassified from accumulated other comprehensive income (loss)

  2   -   2 

Net current period other comprehensive income (loss)

  (341)  6,369   6,028 

Balance as of December 31, 2017

 $(1,364) $3,177  $1,813 
  

Unrealized Gains

(Losses) on

Available-for-Sale

Securities

  

Foreign Currency

Translation

Adjustments

  Total 

Balance as of January 1, 2019

 $(1,638) $(3,905) $(5,543)

Other comprehensive income (loss) before reclassifications

  1,977   (1,706)  271 

Amounts reclassified from accumulated other comprehensive loss

  (1)  0   (1)

Tax effect

  (203)  0   (203)

Net current period other comprehensive income (loss)

  1,773   (1,706)  67 

Balance as of December 31, 2019

  135   (5,611)  (5,476)

Other comprehensive income before reclassifications

  2,878   14,150   17,028 

Amounts reclassified from accumulated other comprehensive income (loss)

  (1,087)  0   (1,087)

Tax effect

  (325)  0   (325)

Net current period other comprehensive income

  1,466   14,150   15,616 

Balance as of December 31, 2020

 $1,601  $8,539  $10,140 

 

The amountsamounts reclassified from accumulated other comprehensive income (loss) were recorded in interest and other income, net, inon the Consolidated Statements of Operations.

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19.18. SUBSEQUENT EVENT

 

Cash Dividend Increase

In February 2018,2021, the Company’sCompany’s Board of Directors approved an increase in its quarterly cash dividenddividends from $0.20$0.50 per share to $0.30$0.60 per share, effective for the first quarter of 2018.share.

 

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20QUARTERLY FINANCIAL DATA (UNAUDITED)

  

Three Months Ended

 
  

December 31,

2017

  

September 30,

2017

  

June 30,

2017

  

March 31,

2017

 
  

(in thousands, except per share amounts)

 

Revenue

 $129,430  $128,939  $112,198  $100,362 

Cost of revenue

  58,269   58,083   50,773   45,520 

Gross profit

  71,161   70,856   61,425   54,842 

Operating expenses:

                

Research and development

  21,730   21,442   20,292   18,894 

Selling, general and administrative

  24,038   25,255   25,873   22,092 

Litigation expense, net

  340   327   290   286 

Total operating expenses

  46,108   47,024   46,455   41,272 

Income from operations

  25,053   23,832   14,970   13,570 

Interest and other income, net

  1,647   1,255   1,237   1,381 

Income before income taxes

  26,700   25,087   16,207   14,951 

Income tax provision

  14,629   1,445   1,193   474 

Net income

 $12,071  $23,642  $15,014  $14,477 
                 

Net income per share:

                

Basic

 $0.29  $0.57  $0.36  $0.35 

Diluted

 $0.27  $0.54  $0.35  $0.33 

Weighted-average shares outstanding:

                

Basic

  41,574   41,458   41,323   41,047 

Diluted

  44,610   43,486   43,397   43,268 
                 

Cash dividends declared per common share

 $0.20  $0.20  $0.20  $0.20 

 

  

Three Months Ended

 
  

December 31,

2016

  

September 30,

2016

  

June 30,

2016

  

March 31,

2016

 
  

(in thousands, except per share amounts)

 

Revenue

 $103,618  $106,456  $94,079  $84,512 

Cost of revenue

  47,107   48,531   43,153   39,002 

Gross profit

  56,511   57,925   50,926   45,510 

Operating expenses:

                

Research and development

  17,974   20,472   17,876   17,321 

Selling, general and administrative

  21,316   22,397   21,531   17,768 

Litigation expense (benefit), net

  (321)  55   (8)  45 

Total operating expenses

  38,969   42,924   39,399   35,134 

Income from operations

  17,542   15,001   11,527   10,376 

Interest and other income, net

  897   780   597   543 

Income before income taxes

  18,439   15,781   12,124   10,919 

Income tax provision

  1,866   1,408   926   344 

Net income

 $16,573  $14,373  $11,198  $10,575 
                 

Net income per share:

                

Basic

 $0.41  $0.35  $0.28  $0.26 

Diluted

 $0.39  $0.34  $0.27  $0.25 

Weighted-average shares outstanding:

                

Basic

  40,739   40,590   40,387   40,028 

Diluted

  42,404   41,895   41,716   41,646 
                 

Cash dividends declared per common share

 $0.20  $0.20  $0.20  $0.20 

 

ITEM 9.    CHANGES IN AND DISAGREEEMENTSDISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

 

None.None.

 

ITEM 9A. CONTROLS AND PROCEDURES

 

Evaluation of Disclosure Controls and Procedures

 

Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures pursuant to Rule 13a-15(e) and Rule 15d-15(e) under the Securities Exchange Act of 1934 as of the end of the period covered by this Annual Report on Form 10-K. 

 

Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of December 31, 2017,2020, our disclosure controls and procedures are designed at a reasonable assurance level and are effective to provide reasonable assurance that information we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

 

Management’sManagement’s Report on Internal Control over Financial Reporting

 

Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Our management conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework in Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this evaluation, management concluded that our internal control over financial reporting was effective as of December 31, 2017.2020. Management reviewed the results of its assessment with our Audit Committee.

 

Our independent registered public accounting firm, DeloitteErnst & ToucheYoung LLP, which audited the consolidated financial statements included in this Annual Report on Form 10-K, has issued an attestation report onindependently assessed the effectiveness of our internal control over financial reporting. reporting, as stated in the firm’s attestation report, which appears in Part II, Item 8 of this Annual Report on Form 10-K.

 

Changes in Internal Control over Financial Reporting

 

There were no changes in our internal control over financial reporting that occurred during the quarter ended December 31, 20172020, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

As a result of the COVID-19 pandemic, we have implemented work-from-home arrangements in accordance with local shelter-in-place orders and other governmental restrictions in the United States and certain international locations during the year ended December 31, 2020. We have reviewed our financial reporting process and business continuity plans in order to mitigate the impact to our control environment, operating procedures, and data. We believe that our internal controls over financial reporting continue to be effective. 

 

Limitations on Effectiveness of Controls and Procedures

 

In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints and that management is required to apply its judgment in evaluating the benefits of possible controls and procedures relative to their costs.

ITEM 9B.   OTHER INFORMATION

None.

 

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Stockholders and the Board of Directors of

Monolithic Power Systems, Inc.

Opinion on Internal Control over Financial Reporting

We have audited the internal control over financial reporting of Monolithic Power Systems, Inc. and subsidiaries (the “Company”) as of December 31, 2017, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2017, based on criteria established in Internal Control — Integrated Framework (2013) issued by COSO.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended December 31, 2017, of the Company and our report dated March 1, 2018, expressed an unqualified opinion on those financial statements.

Basis for Opinion

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 are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. 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.

Definition and Limitations of Internal Control over Financial Reporting

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

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

/s/ DELOITTE & TOUCHE LLP

San Jose, California  

March 1, 2018  

ITEM 9B.   OTHER INFORMATION

None.

 

PART III

 

ITEM 10.    DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

 

Reference is made to the information regarding directors and nominees, code of ethics, corporate governance matters and disclosure relating to compliance with Section 16(a) of the Securities Exchange Act of 1934 appearing under the captions “Election of Directors” and “Compliance with“Delinquent Section 16(a) Beneficial Ownership Reporting Compliance”Reports” in the Company’sCompany’s Proxy Statement for its 20182021 Annual Meeting of Stockholders (the “2018“2021 Annual Meeting”), which information is incorporated in this Annual Report on Form 10-K by reference. Information regarding executive officers is set forth under the caption “Executive Officers of the Registrant”“Information about Executive Officers” in Part I of this Annual Report on Form 10-K.

 

ITEM 11.    EXECUTIVE COMPENSATION

 

The information required by this item will be set forth under ���Executivethe caption “Executive Officer Compensation” in the Company’sCompany’s Proxy Statement for the 20182021 Annual Meeting, and is incorporated herein by reference.

 

ITEM 12.    SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

 

The information required by this item will be set forth under the captions “Security Ownership of Certain Beneficial Owners and Management” and “Equity Compensation Plan Information” in the Company’sCompany’s Proxy Statement for the 20182021 Annual Meeting, and is incorporated herein by reference.

 

ITEM 13.    CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

 

The information required by this item will be set forth under the captions “Certain Relationships and Related Transactions” and “Election of Directors” in the Company’sCompany’s Proxy Statement for the 20182021 Annual Meeting, and is incorporated herein by reference.

 

ITEM 14.PRINCIPAL ACCOUNTANT FEES AND SERVICES

 

The information required by this item will be set forth under the caption “Audit and Other Fees” in the Company’sCompany’s Proxy Statement for the 20182021 Annual Meeting, and is incorporated herein by reference.

 

 

PART IV

 

ITEM 15.EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.

 

(a) Documents filed as part of this report

 

(1) All financial statements

Page

Reports of Independent Registered Public Accounting Firm (Ernst & Young LLP)

42

Report of Independent Registered Public Accounting Firm (Deloitte & Touche LLP)

44

Consolidated Balance Sheets

45

Consolidated Statements of Operations

46

Consolidated Statements of Comprehensive Income

47

Consolidated Statements of Stockholders’ Equity

48

Consolidated Statements of Cash Flows

49

Notes to Consolidated Financial Statements

50

 

Report of Independent Registered Public Accounting Firm

Consolidated Balance Sheets

Consolidated Statements of Operations

Consolidated Statements of Comprehensive Income

Consolidated Statements of Stockholders’ Equity

Consolidated Statements of Cash Flows

Notes to Consolidated Financial Statements

(2) Financial Statement Schedules

 

All schedules have been omitted because the required information is not present or not present in amounts sufficient to require submission of the schedules, or because the information required is included in the consolidated financial statements or notes thereto.

 

(3) Exhibits

 

Exhibit

Number

  

Description

  

  

  

3.1 (1)

  

Amended and Restated Certificate of Incorporation.

  

  

  

3.2 (2)

  

Amended and Restated Bylaws.

 

 

 

10.1+4.1 (3)

  

Registrant’s 2004 Employee Stock Purchase Plan and formDescription of subscription agreement.the Registrant's Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934.

  

  

  

10.2+10.1+ (4)

  

FormRegistrant’s 2004 Employee Stock Purchase Plan and form of Directors’ and Officers’ Indemnification Agreement.subscription agreement.

  

  

  

10.3+10.2+ (5)

Form of Directors’ and Officers’ Indemnification Agreement.

10.3+ (6)

  

Employment Agreement with Michael Hsingand Amendment thereof.thereof.

  

  

  

10.4+ (6)10.4+ (7)

  

Employment Agreement with Maurice Sciammasand Amendment thereof.thereof.

 

10.5+ (7)10.5+ (8)

  

Employment Agreement with Jim Moyer.

  

  

  

10.6+(8)10.6+(9)

  

Employment Agreement with Deming Xiaoand Amendment thereof.thereof.

  

  

  

10.7+(9)10.7+(10)

  

Letter Agreement with Victor Lee.

 

 

 

10.8+(10)10.8+(11)

  

Letter Agreement with Karen A. Smith Bogart.Jeff Zhou.

 

 

 

10.9+(11)

Letter Agreement with Jeff Zhou.

10.10+10.9+(12)

Employment Agreement with Meera P. Rao and Saria Tseng and Amendment thereof.

10.11+(13)

 

Monolithic Power Systems, Inc. Master Cash Performance Bonus Plan.

10.12+(14)10.10+(13)

Letter Agreement with Eugen Elmiger.

10.13+(15)10.11+(14)

 

Monolithic Power Systems, Inc. 2004 Equity Incentive Plan, as Amended, and Form of Grant Agreement.

10.14+(16)10.12+(15)

 

Monolithic Power Systems, Inc. 2014 Equity Incentive Plan, as Amended, and Form of Grant Agreement.

 

10.15+(17)10.13+(16)

Employment Agreement with Bernie Blegen.

 

10.14+(17)

Employment Agreement with Saria Tseng and Amendment thereof.

10.15+(18)

Monolithic Power Systems, Inc. Amended and Restated 2014 Equity Incentive Plan.

10.16+(19)

Forms of Grant Agreements under the Monolithic Power Systems, Inc. Amended and Restated 2014 Equity Incentive Plan.

21.1

Subsidiaries of Monolithic Power Systems, Inc.

  

  

23.1

Consent of Independent Registered Public Accounting Firm.Firm (Ernst & Young LLP).

 

23.2

Consent of Independent Registered Public Accounting Firm (Deloitte & Touche LLP).

  

24.1

Power of Attorney (included on Signature page to this Form 10-K).

  

  

31.1

Certification of Chief Executive Officer pursuant to Securities Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

  

  

31.2

Certification of Chief Financial Officer pursuant to Securities Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

  

  

32.1*

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

  

  

101.INS

Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document

  

  

101.SCH

Inline XBRL Taxonomy Extension Schema Document

  

  

101.CAL

Inline XBRL Taxonomy Extension Calculation Linkbase Document

  

  

101.DEF

Inline XBRL Taxonomy Extension Definition Linkbase Document

  

  

101.LAB

Inline XBRL Taxonomy Extension LabelsLabel Linkbase Document

  

  

101.PRE

Inline XBRL Taxonomy Extension Presentation Linkbase Document

104

Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

 



+

Management contract or compensatory plan or arrangement.

*

This exhibit shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that Section, nor shall it be deemed incorporated by reference in any filings under the Securities Act of 1933 or the Securities Exchange Act of 1934, whether made before or after the date hereof and irrespective of any general incorporation language in any filings.

(1)

Incorporated by reference to Exhibit 3.2 of the Registrant’sRegistrant’s Registration Statement on Form S-1/A (Registration No. 333-117327), filed with the Securities and Exchange Commission on November 15, 2004.

(2)

Incorporated by reference to Exhibit 3.4 of the Registrant’sRegistrant’s Registration Statement on Form S-1/A (Registration No. 333-117327), filed with the Securities and Exchange Commission on November 15, 2004.

(3)

(3)

Incorporated by reference to Exhibit 10.34.1 of the Registrant’s Registration StatementRegistrant’s annual report on Form S-1 (Registration10-K (File No. 333-117327)000-51026), filed with the Securities and Exchange Commission on July 13, 2004.

February 28, 2020.

(4)

(4)

Incorporated by reference to Exhibit 10.410.3 of the Registrant’sRegistrant’s Registration Statement on Form S-1/A (Registration No. 333-117327), filed with the Securities and Exchange Commission on November 15, 2004.

(5)Incorporated by reference to Exhibit 10.4 of the Registrant’s Registration Statement on Form S-1/A (Registration No. 333-117327), filed with the Securities and Exchange Commission on November 15, 2004.

(5)

(6)

Incorporated by reference to Exhibit 10.7 of the Registrant’sRegistrant’s annual report on Form 10-K (File No. 000-51026), filed with the Securities and Exchange Commission on March 11, 2008 and Exhibit 10.1 of the Registrant’s current report on Form 8-K (File No. 000-51026), filed with the Securities and Exchange Commission on December 19, 2008.

(6)

(7)

Incorporated by reference to Exhibit 10.8 of the Registrant’sRegistrant’s annual report on Form 10-K (File No. 000-51026), filed with the Securities and Exchange Commission on March 11, 2008 and Exhibit 10.3 of the Registrant’s current report on Form 8-K (File No. 000-51026), filed with the Securities and Exchange Commission on December 19, 2008.

(7)

(8)

Incorporated by reference to Exhibit 10.9 of the Registrant’sRegistrant’s Registration Statement on Form S-1 (Registration No. 333-117327), filed with the Securities and Exchange Commission on July 13, 2004.

(8)

(9)

Incorporated by reference to Exhibit 10.10 of the Registrant’sRegistrant’s annual report on Form 10-K (File No. 000-51026), filed with the Securities and Exchange Commission on March 11, 2008 and Exhibit 10.4 of the Registrant’s current report on Form 8-K (File No. 000-51026), filed with the Securities and Exchange Commission on December 19, 2008.

(9)

(10)

Incorporated by reference to Exhibit 10.1 of the Registrant’sRegistrant’s current report on Form 8-K (File No. 000-51026), filed with the Securities and Exchange Commission on September 14, 2006.

(10)

(11)

Incorporated by reference to Exhibit 10.2 of the Registrant’s current report on Form 8-K (File No. 000-51026), filed with the Securities and Exchange Commission on May 25, 2007.

(11)

Incorporated by reference to Exhibit 10.1 of the Registrant’sRegistrant’s current report on Form 8-K (File No. 000-51026), filed with the Securities and Exchange Commission on February 3, 2010.

(12)

Incorporated by reference to Exhibit 10.33 of the Registrant’s annual report on Form 10-K (File No. 000-51026), filed with the Securities and Exchange Commission on March 4, 2011.

(13)

(12)

Incorporated by reference to Annexure C of the Registrant’sRegistrant’s Proxy Statement on Schedule 14A (File No. 000-51026), filed with the Securities and Exchange Commission on April 30, 2013.

(14)

(13)

Incorporated by reference to Exhibit 10.36 of the Registrant’sRegistrant’s annual report on Form 10-K (File No)No. 000-51026), filed with the Securities and Exchange Commission on March 10, 2014.

(15)

(14)

Incorporated by reference to Exhibit 4.4 of the Registrant’sRegistrant’s Registration Statement on Form S-8 (Registration No.) 333-199782), filed with the Securities and Exchange Commission on November 3, 2014.

(16)

(15)

IncorporatedIncorporated by reference to Exhibit 4.6 of the Registrant’s Registration Statement on Form S-8 (Registration No.) 333-199782), filed with the Securities and Exchange Commission on November 3, 2014.

(17)(16)Incorporated by reference to Exhibit 10.1 of the Registrant’sRegistrant’s current report on Form 8-K (File No. 000-51026), filed with the Securities and Exchange Commission on July 22, 2016.
(17)Incorporated by reference to Exhibit 10.14 of the Registrant’s annual report on Form 10-K (File No. 000-51026), filed with the Securities and Exchange Commission on February 28, 2020.
(18)Incorporated by reference to Annexure B of the Registrant’s Proxy Statement on Schedule 14A (File No. 000-51026), filed with the Securities and Exchange Commission on April 29, 2020.
(19)Incorporated by reference to Exhibit 10.1 of the Registrant’s quarterly report on Form 10-Q (File No. 000-51026), filed with the Securities and Exchange Commission on November 6, 2020.

ITEM 16.    FORM 10-K SUMMARY.

None.

 

 

SIGNATURES

 

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

 

 

MONOLITHIC POWER SYSTEMS, INC.

 

 

 

 

 

 

 

 

Date: March 1, 20182021

By:

/s/ Michael Hsing

Michael Hsing

 

 

 

President and Chief Executive OfficerMichael Hsing

 

President and Chief Executive Officer

 

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS,, that each person whose signature appears below constitutes and appoints Michael Hsing and T. Bernie Blegen, jointly and severally, his attorneys-in-fact, each with the power of substitution, for him in any and all capacities, to sign any amendments to this report, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that each of said attorneys-in-fact, or his substitute or substitutes, may do or cause to be done by virtue hereof.

 

Pursuant to the requirements of the Securities ExchangeExchange Act of 1934, this report has been signed below on March 1, 20182021 by the following persons on behalf of the registrant and in the capacities indicated:

 

 

/s/ Michael Hsing

 

President, Chief Executive Officer, and Director (Principal Executive Officer)

Michael Hsing

 

  

  

 

  

/s/ T. Bernie Blegen

 

Chief Financial Officer (Principal Financial and Accounting Officer)

T. Bernie Blegen

 

  

  

 

  

/s/ HERBERT CHANG

Herbert Chang

 

Director

Herbert Chang

 

  

  

 

  

/s/ EUGEN ELMIGER

Eugen Elmiger

 

Director

Eugen Elmiger

 

  

  

 

  

/s/ VICTORVictor K. LEELee

 

Director

Victor K. Lee

 

  

  

 

  

/s/ JAMESJames C. MOYER

Moyer

 

Director

James C. Moyer

 

  

  

 

  

/s/ JEFF ZHOUJeff Zhou

Director

Jeff Zhou

 

Director

Jeff Zhou

 

83

81