UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

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

For the quarterly period ended March 31, ~~2023~~2024

☐	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)

5808 Lake Washington Blvd. NE, Kirkland, Washington 98033

(Address of principal executive offices)(Zip Code)

(425) 296-9956

(Registrant’s telephone number, including 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

per share

MPWR

The NASDAQ Global Select Market

Table of Contents

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 ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted 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 such files). Yes ☒ No ☐

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 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 ☐

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 is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

There were ~~47,423,000~~48,672,000 shares of the registrant’s common stock issued and outstanding as of April ~~28, 2023.~~ 26, 2024.

~~Table of Contents~~

~~MONOLITHIC POWER SYSTEMS, INC.~~

~~Form 10-Q~~

~~For the Quarter Ended March 31, 2023~~

~~TABLE OF CONTENTS~~

Table of Contents

MONOLITHIC POWER SYSTEMS, INC.

Form 10-Q

For the Quarter Ended March 31, 2024

TABLE OF CONTENTS

Table of Contents

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

MONOLITHIC POWER SYSTEMS, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(inIn thousands, except par value)

~~(unaudited)~~(Unaudited)

March 31,

December 31,

2023

2022

ASSETS

Current assets:

Cash and cash equivalents
$ 488,972 $ 288,607
Short-term investments
428,598 449,266
Accounts receivable, net
184,274 182,714
Inventories
430,830 447,290
Other current assets
89,955 42,742
Total current assets
1,622,629 1,410,619
Property and equipment, net
354,313 357,157
Goodwill
6,571 6,571
Deferred tax assets, net
35,571 35,252
Other long-term assets
207,567 249,286
Total assets
$ 2,226,651 $ 2,058,885

LIABILITIES AND STOCKHOLDERS’ EQUITY

Current liabilities:

Accounts payable
$ 58,001 $ 61,461
Accrued compensation and related benefits
101,881 88,260
Other accrued liabilities
155,961 113,679
Total current liabilities
315,843 263,400
Income tax liabilities
56,900 53,509
Other long-term liabilities
77,647 73,374
Total liabilities
450,390 390,283
Commitments and contingencies

Stockholders’ equity:

Common stock and additional paid-in capital: $0.001 par value; shares authorized: 150,000; shares issued and outstanding: 47,411 and 47,107, respectively
1,017,131 975,276
Retained earnings
777,075 716,403
Accumulated other comprehensive loss
(17,945 ) (23,077 )
Total stockholders’ equity
1,776,261 1,668,602
Total liabilities and stockholders’ equity
$ 2,226,651 $ 2,058,885

~~See accompanying notes to unaudited condensed consolidated financial statements.~~

~~Table of Contents~~

~~MONOLITHIC POWER SYSTEMS, INC.~~

~~CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS~~

~~(in thousands, except per-share amounts)~~

~~(unaudited)~~

Three Months Ended March 31,

2023

2022

Revenue
$ 451,065 $ 377,714
Cost of revenue
192,285 158,834
Gross profit
258,780 218,880
Operating expenses:

Research and development
63,709 54,104
Selling, general and administrative
70,795 68,642
Total operating expenses
134,504 122,746
Operating income
124,276 96,134
Other income (expense), net
5,297 (634 )
Income before income taxes
129,573 95,500
Income tax expense
19,771 15,934
Net income
$ 109,802 $ 79,566

Net income per share:

Basic
$ 2.32 $ 1.71
Diluted
$ 2.26 $ 1.65
Weighted-average shares outstanding:

Basic
47,234 46,424
Diluted
48,655 48,250

	*March 31,*			*December 31,*
	*2024*			*2023*
ASSETS
Current assets:
Cash and cash equivalents	$	488,273		$	527,843
Short-term investments		798,116			580,633
Accounts receivable, net		194,428			179,858
Inventories		395,990			383,702
Other current assets		99,685			147,463
Total current assets		1,976,492			1,819,499
Property and equipment, net		375,573			368,952
Acquisition-related intangible assets, net		9,518			-
Goodwill		27,311			6,571
Deferred tax assets, net		32,784			28,054
Other long-term assets		157,023			211,277
Total assets	$	2,578,701		$	2,434,353

LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	103,471		$	62,958
Accrued compensation and related benefits		70,541			56,286
Other accrued liabilities		137,868			115,791
Total current liabilities		311,880			235,035
Income tax liabilities		66,337			60,724
Other long-term liabilities		86,927			88,655
Total liabilities		465,144			384,414
Commitments and contingencies
Stockholders’ equity:
Common stock and additional paid-in capital: $0.001 par value; shares authorized: 150,000; shares issued and outstanding: 48,667 and 48,028, respectively		1,176,382			1,129,937
Retained earnings		977,724			947,064
Accumulated other comprehensive loss		(40,549	)		(27,062	)
Total stockholders’ equity		2,113,557			2,049,939
Total liabilities and stockholders’ equity	$	2,578,701		$	2,434,353

See accompanying notes to unaudited condensed consolidated financial statements.

Table of Contents

MONOLITHIC POWER SYSTEMS, INC.

~~MONOLITHIC POWER SYSTEMS, INC.~~

CONDENSED CONSOLIDATED STATEMENTS OF ~~COMPREHENSIVE INCOME~~OPERATIONS

(~~in thousands)~~In thousands, except per-share amounts)

~~(unaudited)~~(Unaudited)

Three Months Ended March 31,

2023

2022

Net income
$ 109,802 $ 79,566
Other comprehensive income (loss), net of tax:

Foreign currency translation adjustments
2,919 (178 )
Change in unrealized gain (loss) on available-for-sale securities, net of tax of $311 and $565, respectively
2,213 (5,400 )
Other comprehensive income (loss), net of tax:
5,132 (5,578 )
Comprehensive income
$ 114,934 $ 73,988

	*Three Months Ended March 31,*
	*2024*		*2023*
Revenue	$	457,885	$	451,065
Cost of revenue		205,444		192,285
Gross profit		252,441		258,780
Operating expenses:
Research and development		75,990		63,709
Selling, general and administrative		80,964		70,795
Total operating expenses		156,954		134,504
Operating income		95,487		124,276
Other income, net		9,540		5,297
Income before income taxes		105,027		129,573
Income tax expense		12,486		19,771
Net income	$	92,541	$	109,802

Net income per share:
Basic	$	1.90	$	2.32
Diluted	$	1.89	$	2.26
Weighted-average shares outstanding:
Basic		48,635		47,234
Diluted		48,928		48,655

See accompanying notes to unaudited condensed consolidated financial statements.

Table of Contents

MONOLITHIC POWER SYSTEMS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF ~~STOCKHOLDERS~~’ ~~EQUITY~~COMPREHENSIVE INCOME

(~~in thousands, except per-share amounts)~~In thousands)

~~(unaudited)~~(Unaudited)

Accumulated

Common Stock and

Other

Total

Additional Paid-in Capital

Retained

Comprehensive

Stockholders’

Three Months Ended March 31, 2023

Shares

Amount

Earnings

Loss

Equity

Balance as of January 1, 2023
47,107 $ 975,276 $ 716,403 $ (23,077 ) $ 1,668,602
Net income
- - 109,802 - 109,802
Other comprehensive income
- - - 5,132 5,132
Dividends and dividend equivalents declared ($1.00 per share)
- - (49,130 ) - (49,130 )
Common stock issued under the employee equity incentive plan
295 1,110 - - 1,110
Common stock issued under the employee stock purchase plan
9 3,737 - - 3,737
Stock-based compensation expense
- 37,008 - - 37,008
Balance as of March 31, 2023
47,411 $ 1,017,131 $ 777,075 $ (17,945 ) $ 1,776,261

Accumulated

Common Stock and

Other

Total

Additional Paid-in Capital

Retained

Comprehensive

Stockholders’

Three Months Ended March 31, 2022

Shares

Amount

Earnings

Income

Equity

Balance as of January 1, 2022
46,256 $ 803,226 $ 424,879 $ 15,880 $ 1,243,985
Net income
- - 79,566 - 79,566
Other comprehensive loss
- - - (5,578 ) (5,578 )
Dividends and dividend equivalents declared ($0.75 per share)
- - (36,601 ) - (36,601 )
Common stock issued under the employee equity incentive plan
362 2,318 - - 2,318
Common stock issued under the employee stock purchase plan
7 2,786 - - 2,786
Stock-based compensation expense
- 39,636 - - 39,636
Balance as of March 31, 2022
46,625 $ 847,966 $ 467,844 $ 10,302 $ 1,326,112

	*Three Months Ended March 31,*
	*2024*			*2023*
Net income	$	92,541		$	109,802
Other comprehensive income (loss), net of tax:
Foreign currency translation adjustments		(13,822	)		2,919
Change in unrealized gains and losses on available-for-sale securities, net of tax of $(248) and $311, respectively		335			2,213
Other comprehensive income (loss), net of tax:		(13,487	)		5,132
Comprehensive income	$	79,054		$	114,934

See accompanying notes to unaudited condensed consolidated financial statements.

Table of Contents

MONOLITHIC POWER SYSTEMS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF ~~CASH FLOWS~~STOCKHOLDERS’ EQUITY

(~~in thousands)~~In thousands, except per-share amounts)

~~(unaudited)~~(Unaudited)

Three Months Ended March 31,

2023

2022

Cash flows from operating activities:

Net income
$ 109,802 $ 79,566
Adjustments to reconcile net income to net cash provided by operating activities:

Depreciation and amortization
9,987 9,120
Amortization of premium on available-for-sale securities
260 1,348
(Gain) loss on deferred compensation plan investments
(2,534 ) 2,192
Deferred taxes, net
(622 ) (381 )
Stock-based compensation expense
37,009 39,811
Changes in operating assets and liabilities:

Accounts receivable
(1,558 ) (15,506 )
Inventories
16,063 (51,797 )
Other assets
213 (5,916 )
Accounts payable
(880 ) (4,177 )
Accrued compensation and related benefits
13,422 27,382
Income tax liabilities
20,137 16,017
Other accrued liabilities
17,508 9,760
Net cash provided by operating activities
218,807 107,419
Cash flows from investing activities:

Purchases of property and equipment
(8,854 ) (26,877 )
Purchases of investments
(129,321 ) (16,243 )
Maturities and sales of investments
152,698 32,267
Contributions to deferred compensation plan, net
(2,209 ) (760 )
Net cash provided by (used in) investing activities
12,314 (11,613 )
Cash flows from financing activities:

Property and equipment purchased on extended payment terms
(374 ) (528 )
Proceeds from common stock issued under the employee equity incentive plan
1,110 2,318
Proceeds from common stock issued under the employee stock purchase plan
3,737 2,786
Dividends and dividend equivalents paid
(36,725 ) (28,825 )
Net cash used in financing activities
(32,252 ) (24,249 )
Effect of change in exchange rates
1,497 (220 )
Net increase in cash, cash equivalents and restricted cash
200,366 71,337
Cash, cash equivalents and restricted cash, beginning of period
288,729 189,389
Cash, cash equivalents and restricted cash, end of period
$ 489,095 $ 260,726
Supplemental disclosures for cash flow information:

Cash paid (refund) for income taxes, net
$ (1,300 ) $ 244
Non-cash investing and financing activities:

Liability accrued for property and equipment purchases
$ 2,482 $ 6,122
Liability accrued for dividends and dividend equivalents
$ 49,219 $ 36,611

										*Accumulated*
	*Common Stock and*									*Other*			*Total*
	*Additional Paid-in Capital*						*Retained*			*Comprehensive*			*Stockholders’*
Three Months Ended March 31, 2024	*Shares*			*Amount*			*Earnings*			*Loss*			*Equity*
Balance as of January 1, 2024		48,028		$	1,129,937		$	947,064		$	(27,062	)	$	2,049,939
Net income		-			-			92,541			-			92,541
Other comprehensive loss		-			-			-			(13,487	)		(13,487	)
Dividends and dividend equivalents declared ($1.25 per share)		-			-			(61,881	)		-			(61,881	)
Common stock issued under the employee equity incentive plan		634			-			-			-			-
Common stock issued under the employee stock purchase plan		11			4,606			-			-			4,606
Repurchases of common stock		(6	)		(4,076	)		-			-			(4,076	)
Stock-based compensation expense		-			45,915			-			-			45,915
Balance as of March 31, 2024		48,667		$	1,176,382		$	977,724		$	(40,549	)	$	2,113,557

								*Accumulated*
	*Common Stock and*							*Other*			*Total*
	*Additional Paid-in Capital*				*Retained*			*Comprehensive*			*Stockholders’*
Three Months Ended March 31, 2023	*Shares*		*Amount*		*Earnings*			*Loss*			*Equity*
Balance as of January 1, 2023		47,107	$	975,276	$	716,403		$	(23,077	)	$	1,668,602
Net income		-		-		109,802			-			109,802
Other comprehensive income		-		-		-			5,132			5,132
Dividends and dividend equivalents declared ($1.00 per share)		-		-		(49,130	)		-			(49,130	)
Common stock issued under the employee equity incentive plan		295		1,110		-			-			1,110
Common stock issued under the employee stock purchase plan		9		3,737		-			-			3,737
Stock-based compensation expense		-		37,008		-			-			37,008
Balance as of March 31, 2023		47,411	$	1,017,131	$	777,075		$	(17,945	)	$	1,776,261

See accompanying notes to unaudited condensed consolidated financial statements.

Table of Contents

MONOLITHIC POWER SYSTEMS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

(Unaudited)

Three Months Ended March 31,

2024

2023

Cash flows from operating activities:

Net income
$ 92,541 $ 109,802
Adjustments to reconcile net income to net cash provided by operating activities:

Depreciation and amortization
8,251 9,987
Amortization of premium (discount) on available-for-sale securities
(4,123 ) 260
Gain on deferred compensation plan investments
(4,019 ) (2,534 )
Deferred taxes, net
248 (622 )
Stock-based compensation expense
45,926 37,009
Other
(63 ) -
Changes in operating assets and liabilities:

Accounts receivable
(14,578 ) (1,558 )
Inventories
(11,596 ) 16,063
Other assets
74,477 213
Accounts payable
35,934 (880 )
Accrued compensation and related benefits
14,698 13,422
Income tax liabilities
3,011 20,137
Other accrued liabilities
7,344 17,508
Net cash provided by operating activities
248,051 218,807
Cash flows from investing activities:

Purchases of property and equipment
(15,991 ) (8,854 )
Purchases of investments
(365,856 ) (129,321 )
Maturities and sales of investments
149,766 152,698
Cash paid for acquisition, net of cash acquired
(33,284 ) -
Contributions to deferred compensation plan, net
(650 ) (2,209 )
Net cash provided by (used in) investing activities
(266,015 ) 12,314
Cash flows from financing activities:

Property and equipment purchased on extended payment terms
(978 ) (374 )
Proceeds from common stock issued under the employee equity incentive plan
- 1,110
Proceeds from common stock issued under the employee stock purchase plan
4,606 3,737
Repurchases of common stock
(4,076 ) -
Dividends and dividend equivalents paid
(49,553 ) (36,725 )
Net cash used in financing activities
(50,001 ) (32,252 )
Effect of change in exchange rates
(4,818 ) 1,497
Net increase (decrease) in cash, cash equivalents and restricted cash
(72,783 ) 200,366
Cash, cash equivalents and restricted cash, beginning of period
561,181 288,729
Cash, cash equivalents and restricted cash, end of period
$ 488,398 $ 489,095
Supplemental disclosures for cash flow information:

Cash paid (refunded) for income taxes, net
$ 725 $ (1,300 )
Non-cash investing and financing activities:

Liability accrued for property and equipment purchases
$ 5,995 $ 2,482
Liability accrued for dividends and dividend equivalents
$ 61,892 $ 49,219

See accompanying notes to unaudited condensed consolidated financial statements.

Table of Contents

MONOLITHIC POWER SYSTEMS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

1. BASIS OF PRESENTATION

The accompanying unaudited condensed consolidated financial statements have been prepared by Monolithic Power Systems, Inc. (the “Company” or “MPS”) in accordance with the rules and regulations of the Securities and Exchange Commission (the “SEC”). Certain information and disclosures normally included in financial statements prepared in accordance with U.S. generally accepted accounting principles ~~in the United States~~ (“GAAP”) have been condensed or omitted in accordance with these accounting principles, rules and regulations. The information in this report should be read in conjunction with the Company’s audited consolidated financial statements and notes thereto included in the Annual Report on Form 10-K for the year ended December 31, ~~2022,~~ 2023, filed with the SEC on February ~~24, 2023.~~29,2024.

In the opinion of management, the accompanying unaudited condensed consolidated financial statements reflect all adjustments (consisting only of normal recurring adjustments) necessary to present fairly the Company’s financial position, results of operations and cash flows for the interim periods presented. The financial statements contained in this Quarterly Report on Form 10-Q are not necessarily indicative of the results that may be expected for the year ending December 31, ~~31,~~~~2023~~2024 or for any other future periods.

Summary of Significant Accounting Policies

There have been no changes to the Company’s significant accounting policies during the three months ended March 31, 2024. In addition to those described in the Company’s audited consolidated financial statements included in the Annual Report on Form 10-K for the year ended December 31, 2023, the Company is subject to the following significant accounting policy due to the recent acquisition.

Goodwill and Acquisition-Related Intangible Assets

Goodwill represents the excess of fair value of purchase consideration over fair value of net tangible and identifiable intangible assets acquired as of the date of an acquisition. In-process research and development (“IPR&D”) assets represent the fair value of incomplete research and development (“R&D”) projects that had not reached technological feasibility as of the date of acquisition. IPR&D assets are initially capitalized at fair value as intangible assets with indefinite lives. When IPR&D projects are completed, they are reclassified as amortizable intangible assets and are amortized over their estimated useful lives. Alternatively, if IPR&D projects are abandoned, they are impaired and expensed as R&D costs. Acquisition-related intangible assets with finite lives consist of developed technologies, which are amortized on a straight-line basis over their estimated remaining useful lives. The amortization expense is recorded in cost of revenue in the Condensed Consolidated Statements of Operations.

Use of Estimates

The preparation of financial statements in conformity with 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 condensed consolidated financial statements primarily include those related to revenue recognition, inventory valuation, valuation of share-based awards, contingencies and income tax valuation allowances. Actual results could differ from these estimates and assumptions, and any such differences may be material to the Company’s condensed consolidated financial statements.

New Accounting Pronouncements Not Yet Adopted as of March 31, 2024

In November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which aims to improve disclosures regarding a public entity’s reportable segments, primarily through more comprehensive disclosures around significant segment expenses. The standard is effective for annual periods beginning January 1, 2024 and for interim periods beginning January 1, 2025, and should be applied retroactively to all prior periods presented. The Company is evaluating the potential effect that the updated standard will have on its financial statement disclosures.

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which aims to improve an entity’s income tax disclosures around its effective rate reconciliation, income taxes paid, disaggregation of income before income taxes and income tax expense. The guidance will be effective for annual periods beginning January 1, 2025. The standard should be applied prospectively but retrospective application is permitted. The Company does not expect the adoption of this standard to have a material impact on its consolidated financial statements.

Table of Contents

2. REVENUE RECOGNITION

Revenue from Product Sales

The Company generates revenue primarily from product sales, which include assembled and tested integrated circuits (“ICs”), power modules as well as dies in wafer form. These product sales accounted for 99% ~~and 98%~~ of the Company’s total revenue for both the three months ended March 31, ~~2023~~ 2024and ~~2022~~2023, ~~respectively.~~. The remaining revenue primarily includes royalty revenue from licensing arrangements and revenue from wafer testing services performed for third ~~parties, which have~~ ~~not~~ ~~been significant for the periods presented.~~parties. See Note 78 for the disaggregation of the Company’s revenue by geographic region and by product family.

The Company sells its products primarily through third-party distributors, value-added resellers, original equipment manufacturers (“OEMs”), original design manufacturers (“ODMs”) and electronic manufacturing service (“EMS”) providers. For the three months ended March 31, ~~2023~~2024 and ~~2022,~~2023 ~~81%~~, 85% and ~~82%~~81% of the Company’s product sales were made through distribution arrangements, respectively. These distribution arrangements contain enforceable rights and obligations specific to those distributors and not the end customers. Purchase orders, which are generally governed by sales agreements or the Company’s standard terms of sale, set the final terms for unit price, quantity, shipping and payment agreed ~~by both parties.~~between the Company and the customer. The Company considers purchase orders to be the contracts with customers. The unit price as stated on the purchase orders is considered the observable, stand-alone selling price for the arrangements.

The Company 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 the Company expects to be 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).

8

~~Table of Contents~~
Under certain consignment agreements, ~~revenue is~~ ~~not~~ ~~recognized 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~~ ~~not~~ ~~have an unconditional obligation to pay. The~~ Company recognizes 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 the Company ~~invoices them for payment.~~issues invoices.
10
Table of Contents

Variable Consideration

The Company accounts for price adjustments 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~~Certain 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 ~~prices,~~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 level, as well as an assessment of any known trends of product sales mix. Other U.S. distributors and non-U.S. distributors do not have price adjustment rights. The Company records a credit against accounts receivable for the estimated 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 six months’ purchases in accordance with the contract terms. The Company estimates the stock rotation returns using the expected value method based on an analysis of historical returns, and the current level of inventory in the distribution channel. The Company 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~~ ~~March 31, 2023~~ ~~and~~ ~~December 31, 2022~~, ~~accounts receivable totaled $184.3 million and $182.7 million, respectively.~~ The Company’s accounts ~~receivable~~receivables are short-term, with standard payment terms generally ranging from 30 to 90 days. The Company does not require its customers to provide collateral 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 the customers’ financial condition, monitors payment performance, and assesses current economic conditions, as well as reasonable and supportable forecasts of future economic conditions, that may affect collectability of the outstanding receivables. For certain ~~high-risk~~ customers, the Company requires standby letters of credit or advance ~~payment~~payments prior to shipments of goods. The Company did not recognize any write-offs of accounts receivable or record any allowance for credit losses for the periods presented.

Contract Liabilities:

For ~~certain~~ customers ~~located in Asia,~~without credit terms, the Company requires cash payments two weeks before the products are scheduled to be shipped to the customers. The Company records these payments received in advance of performance as customer prepayments within current accrued liabilities. As of ~~both~~ March 31, ~~2023~~ 2024and December 31, ~~2022~~2023, customer prepayments totaled ~~$3.6 million.~~$2.7 million and $2.8 million, respectively. For the three months ended March 31, ~~2023~~2024, the Company recognized ~~$3.2 million of~~all revenue that was included in the customer prepayment balance as of December 31, ~~2022~~2023.

Practical Expedients

The Company has elected the practical expedient to expense sales commissions as incurred because the amortization period would have been one year or less.

The Company’s standard payment terms generally require customers to pay 30 to 90 days after the Company satisfies the performance obligations. For those customers who are required to pay in advance, the Company satisfies the performance obligations generally within a quarter. For these reasons, the Company has elected not to determine whether contracts with customers contain significant financing components.

9

~~Table of Contents~~
The Company’s unsatisfied performance obligations primarily include products held in consignment arrangements and customer purchase orders for products that the Company has not yet shipped. Because the Company expects to fulfill these performance obligations within one year, the Company has elected not to disclose the amount of these remaining performance obligations.

11
Table of Contents

3. STOCK-BASED COMPENSATION

2014 Equity Incentive Plan

In April 2013, the Board of Directors adopted the Company’s 2014 Equity Incentive Plan (the “2014 Plan”), which the Company’s stockholders approved in June 2013. In October 2014, the Board of Directors approved certain amendments to the 2014 Plan. The amended 2014 Plan became effective on November 13, 2014, and provided for the issuance of up to 5.5 million shares. In April 2020, the Board of Directors further amended and restated the amended 2014 Plan (the “Amended and Restated 2014 Plan”), which the Company’s stockholders approved in June 2020. The Amended and Restated 2014 Plan became effective on June 11, 2020, and provides for the issuance of up to 10.5 million shares. The Amended and Restated 2014 Plan will ~~expire~~cease being available for new awards on June 11, 2030. As of March 31, ~~2023,~~ 2024~~4.2~~, 3.9 million shares remained available for future issuance under the Amended and Restated 2014 Plan.

Stock-Based Compensation Expense

The Company recognized stock-based compensation expenses as follows (in thousands):

Three Months Ended March 31,

Three Months Ended March 31,

2023

2022

2024

2023

Cost of revenue
$ 1,147 $ 1,307 $ 1,398 $ 1,147
Research and development
8,614 8,401 10,447 8,614
Selling, general and administrative
27,248 30,103
Selling, general and administrative (“SG&A”)
34,081 27,248
Total stock-based compensation expense
$ 37,009 $ 39,811 $ 45,926 $ 37,009
Tax benefit related to stock-based compensation (1)
$ 423 $ 573 $ 708 $ 423

(1)
Amount reflects the tax benefit related to stock-based compensation recorded for equity awards that are expected to generate tax deductions when they vest in future periods. Equity awards granted to the Company’s executive officers are subject to the tax deduction limitations set by Section 162(m) of the Internal Revenue Code.

Restricted Stock Units (“RSUs”)

The Company’s RSUs include time-based RSUs, RSUs with performance conditions (“PSUs”), RSUs with market conditions (“MSUs”), and RSUs with both market and performance conditions (“MPSUs”). Vesting of awards with performance conditions or market conditions is subject to the achievement of pre-determined ~~performance/~~performance or market 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 or services to the Company.
A summary of RSU activity is presented in the table below (in thousands, except per-share amounts):

Time-Based RSUs

PSUs and MPSUs

MSUs

Total

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

Weighted-

Weighted-

Weighted-

Weighted-

Outstanding at January 1, 2023
106 $ 327.13 748 $ 275.70 1,805 $ 126.57 2,659 $ 176.50

Average

Average

Average

Average

Grant Date

Grant Date

Grant Date

Grant Date

Number of

Fair Value

Number of

Fair Value

Number of

Fair Value

Number of

Fair Value

Shares

Per Share

Shares

Per Share

Shares

Per Share

Shares

Per Share

Outstanding at January 1, 2024
102 $ 411.11 482 $ 397.77 1,502 $ 152.89 2,086 $ 222.04
Granted
27 $ 467.62 246 (1) $ 449.22 - $ - 273 $ 450.13 21 $ 632.98 240
⁽¹⁾
$ 609.22 - $ - 261 $ 610.67
Vested
(16 ) $ 279.89 (198 ) $ 291.65 (81 ) $ 23.57 (295 ) $ 217.47 (14 ) $ 372.30 (57 ) $ 287.31 (563 ) $ 68.48 (634 ) $ 94.76
Forfeited
(2 ) $ 361.26 (2 ) $ 285.23 (5 ) $ 139.15 (9 ) $ 225.18 (2 ) $ 467.30 - $ - - $ - (2 ) $ 423.45
Outstanding at March 31, 2023
115 $ 365.93 794 $ 326.02 1,719 $ 131.39 2,628 $ 200.37
Outstanding at March 31, 2024
107 $ 458.67 665 $ 489.68 939 $ 203.38 1,711 $ 330.53

(1)
Amount reflects the number of awards that may ultimately be earned based on management’s probability assessment of the achievement of performance conditions at each reporting period.

1012
Table of Contents
The intrinsic value related to vested RSUs was ~~$141.6~~$403.0 million and ~~$151.7~~$141.6 million for the three months ended March 31, ~~2023~~2024 and ~~2022,~~2023, respectively. As of March 31, ~~2023,~~ 2024, the total intrinsic value of all outstanding RSUs was ~~$1.3~~$1.1 billion, based on the closing stock price of ~~$500.54.~~$677.42. As of March 31, ~~2023,~~ 2024, unamortized compensation expense related to all outstanding RSUs was ~~$308.0~~$339.5 million with a weighted-average remaining recognition period of approximately ~~three~~two years.
~~Cash proceeds from vested PSUs with a purchase price requirement totaled $1.1 million and $2.3 million for the~~ ~~three~~ ~~months ended~~ ~~March 31, 2023~~ ~~and~~ ~~2022,~~ ~~respectively.~~

Time-Based RSUs:

For the three months ended March 31, ~~2023,~~ 2024, the Compensation Committee granted ~~27,000~~21,000 RSUs with service conditions to non-executive employees and non-employee directors. The RSUs generally vest over four years for employees and one year for directors, subject to continued service with the Company.

~~2023~~2024 PSUs:

In February ~~2023,~~2024, the Compensation Committee granted ~~69,000~~50,000 PSUs to the executive officers, which represent a target number of shares that can be earned based on the degree of achievement of ~~two~~three sets of performance goals (“~~2023~~2024 Executive PSUs”). For the first goal, the executive officers can earn up to 300% of the target number of the ~~2023~~2024 Executive PSUs based on the achievement of the Company’s average three-year (~~2023~~2024 through ~~2025~~2026) revenue growth rate in excess of the analog industry’s average three-year revenue growth rate as published by the Semiconductor Industry Association (the “SIA”). For the second goal, the executive officers can earn ~~up to~~ an additional ~~200%~~100% of the target number of the ~~2023~~2024 Executive PSUs if the Company ~~secures additional manufacturing capacity outside~~achieves a reduction in 2026 of ~~Mainland China during a~~ ~~three~~25%~~-year performance period.~~ global combined Scope 1 and Scope 2 greenhouse gas emissions against the 2022 baseline. For ~~both goals,~~the third goal, the executive officers can earn 50% of the target number of the 2024 Executive PSUs if more than one-third of the Company’s total 2026 revenue in the automotive market is generated from Electronic Vehicle (“EV”) automakers. In addition, for the third goal, the executive officers can earn 50% of the target number of the 2024 Executive PSUs if total 2026 revenue from products enabling EV powertrains and EV 48V systems grows to 200% of the 2023 baseline. For the first goal, a percentage of the ~~2023~~2024 Executive PSUs will fully vest on December 31, ~~2025~~2026, depending on the degree to which the pre-determined goal is met during the performance period. The 2024 Executive PSUs related to the second and the third goal will fully vest on December 31, 2026 if the pre-determined goals are met during the performance ~~periods.~~period. Assuming the achievement of the highest level of the performance goals, the total stock-based compensation cost for the ~~2023~~2024 Executive PSUs ~~is $156.2~~will be $154.3 million.

In February ~~2023,~~2024, the Compensation Committee granted ~~13,000~~11,000 PSUs to certain non-executive employees, which represent a target number of shares that can be earned based on the degree of achievement of the Company’s ~~2024~~2025 revenue goals for certain regions or product line divisions, or based on the degree of achievement of the Company’s average two-year (~~2023~~2024 and ~~2024~~2025) revenue growth rate compared against the analog industry’s average two-year revenue growth rate as published by the SIA (“~~2023~~2024 Non-Executive PSUs”). The maximum number of shares that an employee can earn is either 200% or 300% of the target number of the ~~2023~~2024 Non-Executive PSUs, depending on the job classification of the employee. 50% of the ~~2023~~2024 Non-Executive PSUs will vest in the first quarter of ~~2025~~2026 depending on the degree to which the pre-determined goals are met during the performance period. The remaining ~~2023~~2024 Non-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 ~~2023~~2024 Non-Executive PSUs ~~is $14.2~~will be $17.7 million.

The ~~2023~~2024 Executive PSUs and the ~~2023~~2024 Non-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 ~~Company's~~Company’s stock price on the last trading day of the performance period is $30 higher than the grant date stock price of ~~$467.62.~~$632.98. The Company determined the grant date fair value of the ~~2023~~2024 Executive PSUs and the ~~2023~~2024 Non-Executive PSUs using a Monte Carlo simulation model with the following assumptions: stock price of ~~$467.62,~~$632.98, simulation term of ~~four~~three years, expected volatility of ~~51.0%~~49.4%, risk-free interest rate of ~~3.9%~~4.1%, and expected dividend yield of ~~0.9%~~0.8%. There is no illiquidity discount because the awards do not contain any post-vesting sales restrictions.

1113
Table of Contents
2004 Employee Stock Purchase Plan ((as amended and restated, the “2004ESPP”)
On August 16, 2023, the 2004 ESPP was amended and restated to, among other changes, provide for the issuance of up to 4.4 million shares of the Company’s common stock. The 2004 ESPP will expire on August 16, 2038.

For the three months ended March 31, ~~2023~~2024 and ~~2022,~~2023, 11,000 and 9,000 ~~and 7,000~~ shares ~~respectively,~~ were issued under the ~~ESPP.~~2004 ESPP, respectively. As of March 31, ~~2023,~~ 2024~~4.5~~, 4.4 million shares were available for future issuance under the2004 ESPP.

The intrinsic value of the shares issued was $3.5 million and $0.7 million for ~~both~~ the three months ended March 31, ~~2023~~2024 and ~~2022.~~2023, respectively. As of March 31, ~~2023,~~ 2024, the unamortized expense was $1.1 million, which will be recognized through the third quarter of ~~2023.~~2024. The Black-Scholes model was used to value the employee stock purchase rights with the following weighted-average assumptions:

Three Months Ended March 31,

Three Months Ended March 31,

2023

2022

2024

2023

Expected term (in years)
0.5 0.5 0.5 0.5
Expected volatility
55.8 % 38.1 % 42.4 % 55.8 %
Risk-free interest rate
5.0 % 0.7 % 5.3 % 5.0 %
Dividend yield
0.8 % 0.6 % 0.7 % 0.8 %

Cash proceeds from the shares issued under the 2004ESPP were ~~$3.7~~$4.6 million and ~~$2.8~~$3.7 million for the three months ended March 31, ~~2023~~2024 and ~~2022,~~2023, respectively.

4. ACQUISITION
On January 3, 2024 (the “Acquisition Date”), the Company acquired 100% of the outstanding capital stock of Axign B.V. (“Axign”), a Dutch company that designs and develops class-D audio ICs, targeting applications ranging from portable consumer speakers to automotive and professional-grade multi-speaker systems. Commencing on the Acquisition Date, Axign became a wholly-owned subsidiary of the Company and its results of operations have been included in the Company’s consolidated financial statements.
Purchase Consideration
The preliminary purchase consideration was approximately $33.7 million in cash and includes an estimated working capital adjustment and other adjustments.
Cash paid at the Acquisition Date included $3.8 million that is being held in an escrow account for a one-year period until Axign’s satisfaction of certain representations and warranties.
In connection with the acquisition, the Company incurred $0.4 million in transaction costs that were expensed as incurred and included in selling, general and administrative expenses in the Condensed Consolidated Statements of Operations.
Preliminary Purchase Price Allocation
The preliminary purchase price allocation for Axign is as follows (in thousands):

Preliminary

Estimated Net Asset

Fair Value

Inventory
$ 720
Other tangible assets acquired, net of liabilities assumed
1,948
Intangible assets:

Developed technology
8,337
IPR&D
1,612
Total identifiable net assets acquired
12,617
Goodwill
21,066
Total net assets acquired
$ 33,683
The intangible asset acquired with a finite life includes the core developed technology with an estimated remaining useful life of eight years. The acquired intangible asset with an indefinite life includes an incomplete R&D project that had not reached technological feasibility as of the Acquisition Date. The fair values of the developed technology and the IPR&D were determined using the income approach.
The goodwill arising from the acquisition was primarily attributed to the assembled workforce and synergies that are anticipated to enable the Company to develop solutions with lower power consumption in the consumer and automotive markets using Axign’s digital feedback technology. The goodwill is not expected to be deductible for tax purposes.
The Company is still in the process of determining the final fair values of the assets acquired and liabilities assumed. As a result, the purchase price allocation for Axign is not complete as of March 31, 2024. The Company expects to finalize the allocation by the quarter ending June 30, 2024. Final determination of the fair values could result in an adjustment to the preliminary purchase price allocation with a corresponding adjustment to goodwill.
14
Table of Contents
5. BALANCE SHEET COMPONENTS

Inventories

Inventories consist of the following (in thousands):

March 31,

December 31,

March 31,

December 31,

2023

2022

2024

2023

Raw materials
$ 131,367 $ 126,760 $ 108,425 $ 118,917
Work in process
126,417 134,071 141,703 112,750
Finished goods
173,046 186,459 145,862 152,035
Total
$ 430,830 $ 447,290 $ 395,990 $ 383,702

Other Current Assets

Other current assets consist of the following (in thousands):

March 31,

December 31,

March 31,

December 31,

2023

2022

2024

2023

Prepaid wafer purchase
$ 50,000 $ -
Prepaid wafer expenses
$ 60,000 $ -
Prepaid expenses
21,588 28,964
RSU tax withholding proceeds receivable 15,997 14,480 15 20,141
Prepaid expenses
9,719 11,045
Accrued interest receivable
3,537 8,752
Other receivables
- 50,000
Restricted cash

-

33,204

Other
10,702 8,465 18,082 15,154
Total
$ 89,955 $ 42,742 $ 99,685 $ 147,463

~~Prepaid~~As of March 31, 2024 and December 31, 2023, the Company held $60 million in prepaid wafer ~~purchase of $50.0~~expenses and $50 million ~~relates~~in other receivables, respectively, related to ~~a deposit~~deposits made to a ~~vendor~~supplier under a long-term wafer supply agreement. See Note 89 for further details. The restricted cash included in other current assets as of December 31, 2023 was related to preliminary purchase consideration held in a trust account in connection with the Company’s acquisition of Axign and was paid in January 2024. See Note 4 for further details.

1215
Table of Contents
Other Long-Term Assets

Other long-term assets consist of the following (in thousands):

March 31,

December 31,

March 31,

December 31,

2023

2022

2024

2023

Prepaid wafer purchase
$ 120,000 $ 170,000
Deferred compensation plan assets 67,765 63,022 $ 83,050 $ 78,381
Prepaid wafer purchases
60,000 120,000
Other
19,802 16,264 13,973 12,896
Total
$ 207,567 $ 249,286 $ 157,023 $ 211,277

Prepaid wafer ~~purchase relates~~purchases relate to a deposit made to a ~~vendor~~supplier under a long-term wafer supply agreement. See Note 89 for further details.

Other Accrued Liabilities

Other accrued liabilities consist of the following (in thousands):

March 31,

December 31,

March 31,

December 31,

2023

2022

2024

2023

Dividends and dividend equivalents
$ 54,656 $ 42,170 $ 69,291 $ 57,697
Stock rotation and sales returns
30,208 18,843
Warranty
19,726 24,082 12,873 16,906
Stock rotation and sales returns
30,155 14,931
Income tax payable
32,338 15,595 8,032 8,063
Other
19,086 16,901 17,464 14,282
Total
$ 155,961 $ 113,679 $ 137,868 $ 115,791

As of March 31, ~~2023,~~ 2024, stock rotation and sales returns included a ~~$26.4~~$24.7 million stock rotation reserve, compared with a ~~$14.3~~$16.7 million reserve as of December 31, ~~2022.~~ 2023. The change in the reserve is affected by the timing of customer returns and the level of inventory in the distribution channel.

Other Long-Term Liabilities

Other long-term liabilities consist of the following (in thousands):

March 31,

December 31,

March 31,

December 31,

2023

2022

2024

2023

Deferred compensation plan liabilities
$ 65,678 $ 64,863 $ 78,085 $ 80,903
Operating lease liabilities
5,920 5,565
Dividend equivalents
6,765 6,847 2,922 2,187
Other
5,204 1,664
Total
$ 77,647 $ 73,374 $ 86,927 $ 88,655

1316
Table of Contents

5.6. LEASES

Lessee

The Company has operating leases primarily for administrative, ~~and~~ sales and marketing offices, manufacturing operations and ~~research and development~~R&D facilities, employee housing units and certain equipment. These leases have remaining lease terms from less than one year to ~~eight~~seven years. Some of these leases include options to renew the lease term for up to ~~two~~five years or on a month-to-month basis. The Company does not have finance lease arrangements.

The following table summarizes the balances of operating lease right-of-use (“ROU”) assets and liabilities (in thousands):

March 31,

December 31,

March 31,

December 31,

Financial Statement Line Item

2023

2022

Financial Statement Line Item

2024

2023

Operating lease ROU assets
Other long-term assets
$ 7,820 $ 4,288
Other long-term assets
$ 8,910 $ 8,355

Operating lease liabilities
Other accrued liabilities
$ 2,018 $ 2,133
Other accrued liabilities
$ 2,635 $ 2,303

Other long-term liabilities
$ 5,203 $ 1,664
Other long-term liabilities
$ 5,920 $ 5,565

The following tables summarize certain information related to the leases (in thousands, except ~~percentages)~~percentages and years):

Three Months Ended March 31,

Three Months Ended March 31,

2023

2022

2024

2023

Lease costs:

Operating lease costs
$ 716 $ 729 $ 897 $ 716
Other
538 367 550 538
Total lease costs
$ 1,254 $ 1,096 $ 1,447 $ 1,254

Three Months Ended March 31,

Three Months Ended March 31,

2023

2022

2024

2023

Cash paid for amounts included in the measurement of lease liabilities:

Operating cash flows for operating leases
$ 864 $ 932 $ 673 $ 864
ROU assets obtained in exchange for new operating lease liabilities
$ 4,545 $ 1,010 $ 1,462 $ 4,545

March 31,

December 31,

March 31,

December 31,

2023

2022

2024

2023

Weighted-average remaining lease term (in years)
5.3 2.1 4.3 4.7
Weighted-average discount rate
3.4 % 2.1 % 4.5 % 4.3 %

As of March 31, ~~2023,~~ 2024, the maturities of the lease liabilities were as follows (in thousands):

2023 (remaining nine months)
$ 1,756
2024
1,591
2024 (remaining nine months)
$ 2,244
2025
1,190 2,411
2026
921 1,636
2027
929 1,418
2028
771
Thereafter
1,509 868
Total remaining lease payments
7,896 9,348
Less: imputed interest
(675 ) (793 )
Total lease liabilities
$ 7,221 $ 8,555

As of March 31, ~~2023~~2024, ~~the Company had~~ no operating leases that ~~had~~have not yet commenced are not ~~yet commenced.~~material.

1417
Table of Contents
Lessor

The Company owns certain office buildings and leases a portion of these properties to third parties under arrangements that are classified as operating leases. These leases have remaining lease terms ranging from less than one year to ~~three~~two years. ~~Some~~One of these leases ~~include options~~includes a tenant option to renew the lease term for up to five years.

For the three months ended March 31, ~~2023~~2024 and ~~2022,~~2023, income related to lease payments was ~~$0.5~~$0.2 million and ~~$0.6~~$0.5 million, respectively. As of March 31, ~~2023,~~ 2024, future income related to lease payments was as follows (in thousands):

2023 (remaining nine months)
$ 1,112
2024
613
2024 (remaining nine months)
$ 554
2025
107 228
2026
20 40
Total
$ 1,852 $ 822


6.7. NET INCOME PER SHARE

Basic net income per share is computed by dividing net income by the weighted-average number of shares of common ~~shares~~stock 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 exercised or converted into shares of common ~~shares,~~stock, and calculated using the treasury stock method. Contingently issuable shares, including equity awards with performance conditions or market conditions, are considered outstanding shares of common ~~shares~~stock 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 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 the requisite service requirement and, as a result, the awards do not vest. Accordingly, these awards are not treated as participating securities in the net income per share calculation.

The following table sets forth the computation of basic and diluted net income per share (in thousands, except per-share amounts):

Three Months Ended March 31,

Three Months Ended March 31,

2023

2022

2024

2023

Numerator:

Net income
$ 109,802 $ 79,566 $ 92,541 $ 109,802

Denominator:

Weighted-average outstanding shares - basic
47,234 46,424
Weighted-average outstanding shares — basic
48,635 47,234
Effect of dilutive securities
1,421 1,826 293 1,421
Weighted-average outstanding shares - diluted
48,655 48,250
Weighted-average outstanding shares — diluted
48,928 48,655

Net income per share:

Basic
$ 2.32 $ 1.71 $ 1.90 $ 2.32
Diluted
$ 2.26 $ 1.65 $ 1.89 $ 2.26

Anti-dilutive common stock equivalents were not material in any of the periods presented.

Stock Repurchase Program

In October 2023, the Board of Directors approved a new stock repurchase program authorizing the Company to repurchase up to $640.0 million in the aggregate of its common stock through October 29, 2026. Shares are retired upon repurchase. The Company repurchased 6,100 shares of its common stock for an aggregate purchase price of $4.1 million during the three months ended March 31, 2024.

Stock repurchased under the program may be made through open market repurchases, privately negotiated transactions or other structures in accordance with applicable state and federal securities laws, at times and in amounts as management deems appropriate. The timing and the number of any repurchased common stock will be determined by the Company’s management based on its evaluation of market conditions, legal requirements, share price, and other factors. The repurchase program does not obligate the Company to purchase any particular number of shares, and may be suspended, modified, or discontinued at any time without prior notice.

The U.S. Inflation Reduction Act of 2022 requires a 1% excise tax based on the value of certain stock repurchases in excess of stock issued for employee compensation made after December 31, 2022. This provision did not have an impact on the Company’s condensed consolidated financial statements for the three months ended March 31, 2024.
1518
Table of Contents

7.8. SEGMENT, SIGNIFICANT CUSTOMERS AND GEOGRAPHIC INFORMATION

The Company operates in one reportable segment that includes the design, development, marketing and sale of high-performance, semiconductor-based power ~~electronic~~electronics solutions for the enterprise data, storage and computing, ~~enterprise data,~~ automotive, ~~industrial,~~ communications, consumer and ~~consumer~~industrial markets. The Company’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.

The Company sells its products primarily ~~through~~to third-party distributors and value-added resellers, and directly to OEMs, ODMs and EMS providers. The following table summarizes those customers with sales equal to 10% or more of the Company’s total revenue:

Three Months Ended March 31,

Customer

2023

2022

Distributor A
20 % 24 %
Distributor B
21 % 18 %
Distributor C
* 11 %

* Represents less than ~~10%.~~

Three Months Ended March 31,

Customer

2024

2023

Distributor A
41 % 20 %
Distributor B
13 % 21 %

The Company’s agreements with these third-party customers were made in the ordinary course of business and may be terminated with or without cause by these customers with advance notice. Although the Company may experience a short-term disruption in the distribution of its products and a short-term decline in revenue if its agreement with any of the distributors ~~was~~were 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 any termination of the agreement with a distributor.

The following table summarizes those customers with accounts receivable equal to 10% or more of the Company’s total accounts receivable:

March 31,

December 31,

March 31,

December 31,

Customer
2023

2022

2024

2023

Distributor A
22 % 29 % 49 % 42 %
Distributor B
23 % 23 % 14 % 13 %
Distributor C
* 10 %
* Represents less than 10%

The following is a summary of revenue by geographic region (in thousands):

Three Months Ended March 31,

Three Months Ended March 31,

Country or Region

2023

2022

2024

2023

China
$ 225,052 $ 206,079 $ 263,040 $ 225,052
Taiwan
48,833 56,437 100,450 48,833
South Korea
45,680 40,373 35,537 45,680
Europe 43,103 25,215 17,742 43,103
United States
31,017 13,446 14,820 31,017
Southeast Asia
13,239 26,432
Japan
30,815 19,155 12,948 30,815
Southeast Asia 26,432 16,889
Other
133 120 109 133
Total
$ 451,065 $ 377,714 $ 457,885 $ 451,065

1619
Table of Contents
The following is a summary of revenue by product family (in thousands):

Three Months Ended March 31,

Three Months Ended March 31,

Product Family

2023

2022

2024

2023

Direct Current (“DC”) to DC
$ 425,181 $ 358,849 $ 415,975 $ 425,181
Lighting Control
25,884 18,865 41,910 25,884
Total
$ 451,065 $ 377,714 $ 457,885 $ 451,065

The following is a summary of long-lived assets by geographic region (in thousands):

March 31,

December 31,

March 31,

December 31,

Country

2023

2022

2024

2023

China
$ 196,790 $ 200,508 $ 188,698 $ 184,685
United States
115,363 113,996 121,775 119,430
Taiwan
19,812 20,074 38,084 39,419
Other
22,348 22,579 27,016 25,418
Total
$ 354,313 $ 357,157 $ 375,573 $ 368,952


8.9. COMMITMENTS AND CONTINGENCIES

Product Warranties

The Company generally provides either a one- or two ~~year~~-year warranty against defects in materials and workmanship and will repair the products, provide replacements at no charge 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 for a product defect.

The changes in warranty reserves are as follows (in thousands):

Three Months Ended March 31,

Three Months Ended March 31,

2023

2022

2024

2023

Balance at beginning of period
$ 24,082 $ 20,989 $ 16,906 $ 24,082
Warranties issued
362 - 100 362
Repairs, replacement and refund
(672 ) (1,380 ) (4,015 ) (672 )
Changes in liability for pre-existing warranties
(4,046 ) 4,224 (118 ) (4,046 )
Balance at end of period
$ 19,726 $ 23,833 $ 12,873 $ 19,726

Changes in liability for pre-existing warranties result from changes in estimates for warranties issued in prior periods.

Purchase Commitments

The Company has outstanding purchase obligations with its suppliers and other parties that require the ~~future~~ purchases of goods or services. The purchase obligations primarily consist of wafer and other inventory purchases, assembly and other manufacturing services, construction of manufacturing and ~~research and development~~R&D facilities, purchases of production and other equipment, and license arrangements.

In May 2022, the Company entered into a long-term supply agreement in order to secure manufacturing production capacity for silicon wafers over a four-year period. As of March 31, ~~2023,~~ 2024, the Company had ~~made~~remaining prepayments under this agreement of ~~$170.0~~$120.0 million, of which ~~$50.0~~$60.0 million was classified as short-term.
20
Table of Contents

Total estimated future unconditional purchase commitments to all suppliers and other parties, net of the $120.0 million prepayment, as of March 31, ~~2023~~ 2024were as follows (in thousands):

2023 (remaining nine months)
$ 337,545
2024
337,537
2024 (remaining nine months)
$ 269,531
2025
353,952 329,050
2026
1,600
2027
29,993
Total
$ 1,029,034 $ 630,174

17

~~Table of Contents~~
Litigation

The Company is a party to actions and proceedings in the ordinary course of business, including challenges to the enforceability or validity of its intellectual property, claims that the Company’s products infringe on the intellectual property rights of others, and employment matters. The Company may also be subject to litigation initiated by its stockholders. These proceedings often involve complex questions of fact and law and may require 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 March 31, ~~2023~~2024, there were no material pending legal proceedings to which the Company was a party.


9.10. CASH, CASH EQUIVALENTS, INVESTMENTS AND RESTRICTED CASH

The following is a summary of the Company’s cash, cash equivalents and debt investments (in thousands):

March 31,

December 31,

March 31,

December 31,

2023

2022

2024

2023

Cash
$ 447,746 $ 273,145 $ 363,038 $ 392,329
Money market funds
41,226 15,462 125,235 135,514
Certificates of deposit
131,042 130,467 166,157 127,123
Corporate debt securities
244,155 292,586 60,380 95,101
Commercial paper
18,163 17,928
U.S. treasuries and government agency bonds
35,238 8,285 571,579 358,409
Auction-rate securities backed by student-loan notes
1,516 1,711 518 567
Total
$ 919,086 $ 739,584 $ 1,286,907 $ 1,109,043

March 31,

December 31,

March 31,

December 31,

2023

2022

2024

2023

Reported as:

Cash and cash equivalents
$ 488,972 $ 288,607 $ 488,273 $ 527,843
Short-term investments
428,598 449,266 798,116 580,633
Investment within other long-term assets
1,516 1,711 518 567
Total
$ 919,086 $ 739,584 $ 1,286,907 $ 1,109,043

The following table summarizes the contractual maturities of the short-term and long-term available-for-sale investments as of March 31, ~~2023 (~~2024in (in thousands):

Amortized Cost

Fair Value

Amortized Cost

Fair Value

Due in less than 1 year
$ 252,449 $ 249,803 $ 738,665 $ 737,861
Due in 1 - 5 years
181,774 178,795 60,667 60,255
Due in greater than 5 years
1,571 1,516 525 518
Total
$ 435,794 $ 430,114 $ 799,857 $ 798,634

Gross realized gains and losses recognized on the sales of available-for-sale investments were not material for the periods presented.

1821
Table of Contents
The following tables summarize the unrealized gain and loss positions related to the available-for-sale investments (in thousands):

March 31, 2023

March 31, 2024

Amortized
Cost

Unrealized
Gains

Unrealized
Losses

Fair Value

Amortized Cost

Unrealized Gains

Unrealized Losses

Fair Value

Money market funds
$ 41,226 $ - $ - $ 41,226 $ 125,235 $ - $ - $ 125,235
Certificates of deposit
131,042 - - 131,042 166,157 - - 166,157
Corporate debt securities
249,743 39 (5,627 ) 244,155 61,353 1 (974 ) 60,380
Commercial paper
18,163 - - 18,163
U.S. treasuries and government agency bonds
35,276 83 (121 ) 35,238 571,822 7 (250 ) 571,579
Auction-rate securities backed by student-loan notes
1,570 - (54 ) 1,516 525 - (7 ) 518
Total
$ 477,020 $ 122 $ (5,802 ) $ 471,340 $ 925,092 $ 8 $ (1,231 ) $ 923,869

December 31, 2022

December 31, 2023

Amortized
Cost

Unrealized
Gains

Unrealized
Losses

Fair Value

Amortized Cost

Unrealized Gains

Unrealized Losses

Fair Value

Money market funds
$ 15,462 $ - $ - $ 15,462 $ 135,514 $ - $ - $ 135,514
Certificates of deposit
130,467 - - 130,467 127,123 - - 127,123
Corporate debt securities
300,529 18 (7,961 ) 292,586 96,636 4 (1,539 ) 95,101
Commercial paper
17,928 - - 17,928
U.S. treasuries and government agency bonds
8,487 - (202 ) 8,285 358,177 327 (95 ) 358,409
Auction-rate securities backed by student-loan notes
1,770 - (59 ) 1,711 574 - (7 ) 567
Total
$ 474,643 $ 18 $ (8,222 ) $ 466,439 $ 718,024 $ 331 $ (1,641 ) $ 716,714

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 12 months (in thousands):

March 31, 2023

March 31, 2024

Less than 12 Months

Greater than 12 Months

Total

Less than 12 Months

Greater than 12 Months

Total

Fair Value

Unrealized
Losses

Fair Value

Unrealized
Losses

Fair Value

Unrealized
Losses

Fair Value

Unrealized Losses

Fair Value

Unrealized Losses

Fair Value

Unrealized Losses

Corporate debt securities
$ 18,084 $ (68 ) $ 212,767 $ (5,559 ) $ 230,851 $ (5,627 ) $ 5,436 $ (9 ) $ 51,943 $ (965 ) $ 57,379 $ (974 )
U.S. treasuries and government agency bonds
2,878 (5 ) 7,383 (116 ) 10,261 (121 ) 509,959 (250 ) - - 509,959 (250 )
Auction-rate securities backed by student-loan notes
- - 1,516 (54 ) 1,516 (54 ) - - 518 (7 ) 518 (7 )
Total
$ 20,962 $ (73 ) $ 221,666 $ (5,729 ) $ 242,628 $ (5,802 ) $ 515,395 $ (259 ) $ 52,461 $ (972 ) $ 567,856 $ (1,231 )

December 31, 2022

December 31, 2023

Less than 12 Months

Greater than 12 Months

Total

Less than 12 Months

Greater than 12 Months

Total

Fair Value

Unrealized
Losses

Fair Value

Unrealized
Losses

Fair Value

Unrealized
Losses

Fair Value

Unrealized Losses

Fair Value

Unrealized Losses

Fair Value

Unrealized Losses

Corporate debt securities
$ 72,943 $ (973 ) $ 202,074 $ (6,988 ) $ 275,017 $ (7,961 ) $ 20,792 $ (19 ) $ 70,806 $ (1,520 ) $ 91,598 $ (1,539 )
U.S. treasuries and government agency bonds
987 (2 ) 7,298 (200 ) 8,285 (202 ) 97,599 (95 ) - - 97,599 (95 )
Auction-rate securities backed by student-loan notes
- - 1,711 (59 ) 1,711 (59 ) - - 567 (7 ) 567 (7 )
Total
$ 73,930 $ (975 ) $ 211,083 $ (7,247 ) $ 285,013 $ (8,222 ) $ 118,391 $ (114 ) $ 71,373 $ (1,527 ) $ 189,764 $ (1,641 )

An impairment exists when the fair value of an investment is less than its amortized cost basis. As of March 31, ~~2023~~ 2024and December 31, ~~2022,~~ 2023, the Company did not consider the impairment of its investments to be a result of credit losses. 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 not be 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.

1922
Table of Contents
~~The Company’s auction-rate securities are backed by pools of student loans supported by guarantees by the U.S. Department of Education. The underlying maturities of these securities are up to~~ 23 ~~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~~ ~~not~~ ~~intend to sell these securities, and it is more likely than~~ ~~not~~ ~~that the Company will~~ ~~not~~ be required to sell these securities, before recovery of its amortized cost basis. To date, the Company has redeemed $41.7 million, or 96% 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 Swiss company (the “Investee”) that is accounted for under the measurement alternative. In~~ ~~April 2022,~~ the Company made an investment of CHF 2.0 million in a convertible loan that will convert into additional shares of the Investee. 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 and is on the Investee’s board of directors. As of ~~March 31, 2023~~ ~~and~~ ~~December 31, 2022~~, ~~the Company’s investment in the Investee, which is denominated in Swiss Francs, had a carrying value of $5.8 million and $5.4 million, respectively. The Company did~~ ~~not~~ ~~record any impairment or adjustments resulting from observable price changes for the~~ ~~three~~ ~~months ended~~ ~~March 31, 2023~~.

Restricted Cash

The following table provides a reconciliation of cash, cash equivalents and restricted cash reported on the Condensed Consolidated Balance Sheets to the amounts reported on the Condensed Consolidated Statements of Cash Flows (in thousands):

March 31,

December 31,

March 31,

December 31,

2023

2022

2024

2023

Cash and cash equivalents
$ 488,972 $ 288,607 $ 488,273 $ 527,843
Restricted cash included in other current assets
- 33,204
Restricted cash included in other long-term assets
123 122 125 134
Total cash, cash equivalents and restricted cash reported on the Condensed Consolidated Statements of Cash Flows
$ 489,095 $ 288,729 $ 488,398 $ 561,181

The restricted cash included in other current assets as of December 31, 2023 was related to preliminary purchase consideration held in a trust account in connection with the Company’s acquisition of Axign and was paid in January 2024. See Note 4 for additional information. As of March 31, ~~2023~~ 2024and December 31, ~~2022~~2023, restricted cash included in other long-term assets was related to a security deposit that is set aside in a bank account and cannot be withdrawn by the Company under the terms of a lease agreement. The restriction will end upon the expiration of the lease.

2023
Table of Contents

~~10.~~11. FAIR VALUE MEASUREMENTS

Fair Value Hierarchy
The ~~following tables summarize~~Company has estimated the fair value of ~~the~~its financial assets ~~measured on a recurring basis (in thousands):~~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:

March 31, 2023

Total

Level 1

Level 2

Level 3

Money market funds
$ 41,226 $ 41,226 $ - $ -
Certificates of deposit
131,042 - 131,042 -
Corporate debt securities
244,155 - 244,155 -
Commercial paper
18,163 - 18,163
U.S. treasuries and government agency bonds
35,238 - 35,238 -
Auction-rate securities backed by student-loan notes
1,516 - - 1,516
Mutual funds and money market funds under deferred compensation plan
47,114 47,114 - -
Total
$ 518,454 $ 88,340 $ 428,598 $ 1,516

December 31, 2022

Total

Level 1

Level 2

Level 3

Money market funds
$ 15,462 $ 15,462 $ - $ -
Certificates of deposit
130,467 - 130,467 -
Corporate debt securities
292,586 - 292,586 -
Commercial paper
17,928 - 17,928 -
U.S. treasuries and government agency bonds
8,285 - 8,285 -
Auction-rate securities backed by student-loan notes
1,711 - - 1,711
Mutual funds and money market funds under deferred compensation plan
43,933 43,933 - -
Total
$ 510,372 $ 59,395 $ 449,266 $ 1,711

●
Level 1 —includes instruments with quoted prices in active markets for identical assets.
●
Level 2 —includes 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 3 —includes instruments for which the valuations are based on inputs that are unobservable and significant to the overall fair value measurement.
Financial Assets Measured at Fair Value on a Recurring Basis
The following tables summarize the fair value of the Company’s financial assets measured on a recurring basis (in thousands):

March 31, 2024

Total

Level 1

Level 2

Level 3

Money market funds
$ 125,235 $ 125,235 $ - $ -
Certificates of deposit
166,157 - 166,157 -
Corporate debt securities
60,380 - 60,380 -
U.S. treasuries and government agency bonds
571,579 - 571,579 -
Auction-rate securities backed by student-loan notes
518 - - 518
Mutual funds and money market funds under deferred compensation plan
57,373 57,373 - -
Total
$ 981,242 $ 182,608 $ 798,116 $ 518

December 31, 2023

Total

Level 1

Level 2

Level 3

Money market funds
$ 135,514 $ 135,514 $ - $ -
Certificates of deposit
127,123 - 127,123 -
Corporate debt securities
95,101 - 95,101 -
U.S. treasuries and government agency bonds
358,409 - 358,409 -
Auction-rate securities backed by student-loan notes
567 - - 567
Mutual funds and money market funds under deferred compensation plan
54,836 54,836 - -
Total
$ 771,550 $ 190,350 $ 580,633 $ 567

Redemptions and changes in the fair value of the auction-rate securities classified as Level 3 assets were not material for the periods presented.

2124
Table of Contents

~~11.~~12. DEFERRED COMPENSATION PLAN

The following table summarizes the deferred compensation plan balances on the Condensed Consolidated Balance Sheets (in thousands):

March 31,

December 31,

March 31,

December 31,

2023

2022

2024

2023

Deferred compensation plan asset components:

Cash surrender value of corporate-owned life insurance policies
$ 20,651 $ 19,089 $ 25,677 $ 23,545
Fair value of mutual funds and money market funds
47,114 43,933 57,373 54,836
Total
$ 67,765 $ 63,022 $ 83,050 $ 78,381

Deferred compensation plan assets reported in:

Other long-term assets
$ 67,765 $ 63,022 $ 83,050 $ 78,381

Deferred compensation plan liabilities reported in:

Accrued compensation and related benefits (short-term)
$ 4,191 $ 118 $ 7,534 $ 384
Other long-term liabilities
65,678 64,863 78,085 80,903
Total
$ 69,869 $ 64,981 $ 85,619 $ 81,287


~~12.~~13. OTHER INCOME, ~~(EXPENSE),~~ NET

The components of other income, ~~(expense),~~ net, are as follows (in thousands):

Three Months Ended March 31,

Three Months Ended March 31,

2023

2022

2024

2023

Interest income
$ 4,808 $ 3,461 $ 6,914 $ 4,808
Amortization of premium on available-for-sale securities
(260 ) (1,348 )
Gain (loss) on deferred compensation plan investments
2,534 (2,192 )
Amortization of discount (premium) on available-for-sale securities
4,123 (260 )
Gain on deferred compensation plan investments
4,019 2,534
Charitable contributions
(2,000 ) (500 ) (5,850 ) (2,000 )
Other
215 (55 ) 334 215
Total
$ 5,297 $ (634 ) $ 9,540 $ 5,297

2225
Table of Contents

~~13.~~14. INCOME TAXES

The income tax provision or benefit for interim periods is generally determined using an estimate of the Company’s annual effective tax rate and adjusted for discrete items, if any, in the relevant period. Each quarter the estimate of the annual effective tax rate is updated, and if the Company’s estimated tax rate changes, a cumulative adjustment is made.

The income tax expense for the three months ended March 31, 2024 was $12.5 million, or 11.9% of pre-tax income. The effective tax rate was lower than the federal statutory rate of 21% primarily due to foreign income from the Company’s subsidiaries in Bermuda and China being taxed at lower statutory tax rates, and excess tax benefits from stock-based compensation. The decrease in the effective tax rate relative to the federal statutory rate was partially offset by the inclusion of the global intangible low-taxed income (“GILTI”) tax.
The income tax expense for the three months ended March 31, 2023was $19.8 million, or 15.3% of pre-tax income. The effective tax rate was lower than the federal statutory rate of 21% primarily due to foreign income from the Company’s subsidiaries in Bermuda and China being taxed at lower statutory tax rates, and excess tax benefits from stock-based compensation. The decrease in the effective tax rate relative to the federal statutory rate was partially offset by the inclusion of the ~~global intangible low-taxed income (“GILTI”) tax.~~
~~The income tax expense for the~~ ~~three~~ ~~months ended~~ ~~March 31, 2022~~ was $15.9 million, or 16.7% of pre-tax income. The effective tax rate was lower than the federal statutory rate of 21% primarily due to foreign income from the Company’s subsidiaries in Bermuda and China being taxed at lower statutory tax rates, and excess tax benefits from stock-based compensation. The decrease in the effective tax rate relative to the federal statutory rate was partially offset by the inclusion of the GILTI tax.

On ~~August 9, 2022,~~December 27, 2023, the ~~U.S. government enacted the U.S. CHIPS and Science~~Bermuda Corporate Income Tax Act of ~~2022~~2023 (the ~~“CHIPS~~“Bermuda CIT Act”~~) to provide certain financial and tax incentives to the semiconductor industry, primarily for manufacturing activities within the United States. On~~ ~~August 16, 2022,~~ ~~the Inflation Reduction Act of~~ ~~2022~~ ~~(the “IRA”~~) was enacted and signed into law. ~~The IRA, among other things, introduces~~It includes a ~~new~~ 15% ~~corporate minimum tax, based on adjusted financial statement income~~CIT applicable to Bermuda businesses that are multinational enterprises (“MNE”) with annual revenue of ~~certain large corporations,~~€750M or more beginning in 2025. The Bermuda CIT Act also includes an Economic Transition Adjustment (“ETA”) that requires MNEs to revalue their assets and ~~imposes a~~liabilities, excluding goodwill, at their fair value as of 1%September 30, 2023. There is an election to opt out of the ETA. As the Bermuda CIT Act is not ~~surcharge on stock repurchases. This excise tax was~~ effective until January 1, ~~2023.~~2025, ~~The~~the Company ~~does~~is evaluating whether or not ~~believe the CHIPS Act or the IRA had a material impact~~to adopt this ETA. Based on the ~~Company’s~~information available, the Company has not recorded any changes to income tax ~~provisions, results~~expense related to the Bermuda CIT Act as of ~~operations or financial condition for the~~ ~~three~~ ~~months ended~~ March 31, ~~2023.~~ 2024.

~~14.~~15. ACCUMULATED OTHER COMPREHENSIVE LOSS

The following table summarizes the changes in accumulated other comprehensive loss (in thousands):

Unrealized Gains (Losses)
on Available-for-
Sale Securities

Foreign Currency
Translation
Adjustments

Total

Balance as of January 1, 2023
$ (7,727 ) $ (15,350 ) $ (23,077 )
Other comprehensive income before reclassifications
2,524 2,919 5,443
Tax effect
(311 ) - (311 )
Net current period other comprehensive income
2,213 2,919 5,132
Balance as of March 31, 2023
$ (5,514 ) $ (12,431 ) $ (17,945 )

Unrealized

Losses on

Foreign Currency

Available-for-Sale

Translation

Securities

Adjustments

Total

Balance as of January 1, 2024
$ (2,184 ) $ (24,878 ) $ (27,062 )
Other comprehensive income (loss) before reclassifications
87 (13,822 ) (13,735 )
Tax effect
248 - 248
Net current period other comprehensive income (loss)
335 (13,822 ) (13,487 )
Balance as of March 31, 2024
$ (1,849 ) $ (38,700 ) $ (40,549 )

2326
Table of Contents

~~15.~~16. DIVIDENDS AND DIVIDEND EQUIVALENTS

Cash Dividend Program

The Company has a dividend program approved by the Board of Directors, 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):

Three Months Ended March 31,

Three Months Ended March 31,

2023

2022

2024

2023

Dividend declared per share
$ 1.00 $ 0.75 $ 1.25 $ 1.00
Total amount
$ 47,330 $ 34,908 $ 60,834 $ 47,330

As of March 31, ~~2023~~ 2024and December 31, ~~2022,~~ 2023, accrued dividends totaled ~~$47.3~~$60.8 million and ~~$35.3~~$47.9 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’s financial condition, results of operations, capital requirements, business conditions, and other factors that the Board of Directors may deem relevant, as well as a determination that cash dividends are in the best interests of the Company’s stockholders.

The Company anticipates that cash used for future dividend payments will come from its domestic cash, cash generated from ongoing U.S. operations, and cash repatriated from its Bermuda subsidiary. The Company also anticipates that earnings from other foreign subsidiaries will continue to be indefinitely reinvested.

Cash Dividend Equivalent Rights

The 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 not fulfill the requisite service requirement and, as a result, the awards do not vest. As of March 31, ~~2023~~ 2024and December 31, ~~2022~~2023, accrued dividend equivalents totaled ~~$14.1~~$11.4 million and ~~$13.8~~$11.9 million, respectively.

2427
Table of Contents

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

This Quarterly Report on Form 10-Q 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 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~~ mission statement to reduce energy and material consumption to improve all aspects of quality of life and create a sustainable future;
•
the ~~level~~effects of ~~activity in each of~~macroeconomic factors, including the global economic downturn, the Russia-Ukraine conflict and the Middle East conflict on the semiconductor industry and our ~~current or future legal proceedings;~~
business;

•
the effect that liquidity of our investments has on our capital resources;

•
the continuing application of our products in the enterprise data, storage and computing, ~~enterprise data,~~ automotive, ~~industrial,~~ communications, consumer and ~~consumer~~industrial markets;

•
estimates of our future liquidity requirements;

•
the cyclical nature of the semiconductor industry;

•
our belief that we may incur significant legal expenses that vary with the ~~effects~~level of ~~macroeconomic factors, including the recent banking crisis, the global economic downturn and the Russia-Ukraine conflict, on the semiconductor industry and~~activity in each of our ~~business;~~
current or future legal proceedings;

•
expectations regarding protection of our proprietary technology;

•
business outlook for the remainder of ~~2023~~2024 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 expected percentage of our total revenue from various end markets;

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

•
the expected impact of various tax laws 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 continue our stock repurchase program and pay cash dividends and dividend equivalents; ~~and~~

•
the factors that differentiate us from our ~~competitors.~~competitors; and
•
our ability to adequately remediate our material weakness.

2528
Table of Contents

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, our industry and the global economy, including our expectations regarding the potential impacts of macroeconomic factors, such as the ~~ongoing banking crisis, the~~ global economic downturn, the Russia-Ukraine conflict and the ~~Russia-Ukraine~~Middle East conflict on the semiconductor industry and our business. These statements are not guarantees of future performance and are subject to significant 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 Quarterly Report on Form 10-Q and in our Annual Report on Form 10-K including, in particular, in the ~~section~~sections entitled ~~“Item 1A. Risk~~“Risk Factors.” Except as required by law, we disclaim any duty, 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 Quarterly Report on Form 10-Q and entail significant risks. Readers should carefully review future reports and documents that we file from time to time with the SEC, such as our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and any Current Reports on Form 8-K.
26

~~Table of Contents~~

Overview

We are a fabless ~~company with a~~ global ~~footprint~~company that provides high-performance, semiconductor-based power ~~electronic~~electronics solutions. ~~Incorporated~~MPS’s mission is to reduce energy and material consumption to improve all aspects of quality of life and create a sustainable future. Founded in 1997 by our CEO Michael Hsing, MPS has three core ~~strengths include~~strengths: deep system-level knowledge, strong semiconductor design expertise, and innovative proprietary technologies in the areas of semiconductor processes, system integration, and packaging. These combined advantages are designed to enable usMPS to deliver reliable, compact, and monolithic solutions found in storage and computing, enterprise data, automotive, industrial, communications and consumer applications. Our mission is to reduce energy and material consumption to improve all aspects of quality of life. We believe that we differentiate ourselves by offering solutions that are ~~more~~ highly ~~integrated, smaller in size, more~~ energy-efficient, ~~more accurate with respect~~cost-effective, and environmentally responsible while providing a consistent return on investment 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.~~
stockholders.

We operate in the cyclical semiconductor industry. ~~While we~~We are ~~not immune from~~subject to 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. 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.

We work with third parties to manufacture and assemble our 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 supply chain lead times for orders are generally 16 to 26 weeks. These factors, combined with the fact that our customers can cancel or reschedule orders without significant penalty to the customer, make the forecasting of our orders, revenue and ~~revenue~~expenses 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. Our revenue from direct and indirect sales to customers in Asia was 93% and 84% ~~and 90%~~of our total revenue for the three months ended March 31, 2024 and 2023, ~~and 2022,~~ respectively.

We derive a majority of our revenue from the sales of our DC to DC converter products which serve the enterprise data, storage and computing, ~~enterprise data,~~ automotive, ~~industrial,~~ communications, consumer and ~~consumer~~industrial 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.

Macroeconomic Conditions and ~~Recent~~ Regulations

The semiconductor industry ~~faces~~continues to face a number of macro-economic challenges including ~~wide swings~~reduced consumer spending, fluctuations in ~~customer~~ demand for semiconductors, rising inflation, increased interest rates, and fluctuations in currency rates. We remain cautious in light of ~~changing~~continued challenging macroeconomic conditions and will continue to monitor the potential impact on our operations. The ~~implications~~extent and duration of the direct and indirect impact of macroeconomic events on our business, results of operations and overall financial position remain ~~uncertain.~~
uncertain and depend on future developments.

We closely monitor changes to export control laws, trade regulations and other trade requirements. To date, no restrictions have had a material impact on our revenue and operations. We will continue to monitor any changes to export control laws, trade regulations and other trade requirements and are committed to complying with all applicable trade laws, regulations and other requirements.
~~Cybersecurity Risk Management~~
We are committed to protecting our information technology (“IT”) assets, including computers, systems, corporate networks and sensitive data, from unauthorized access or attack. We have established an internal global IT policy handbook as well as IT security management control procedures designed to:
•
~~Create information security awareness and define responsibilities among our employees and business partners;~~
•
~~Implement controls to identify IT risks and monitor the use of our systems and information resources;~~
•
~~Establish key policies and processes to adequately and timely respond to security threats;~~
•
~~Maintain disaster recovery and business continuity plans; and~~
•
~~Ensure compliance with applicable laws and regulations regarding the management of information security.~~
27

~~Table of Contents~~
We require all new employees to attend an IT security training orientation. In addition, on a regular basis, our IT team updates training materials related to our policies and procedures and shares news and articles related to cybersecurity awareness, both of which are stored on our intranet and available to all employees. We also currently maintain an insurance policy that provides certain coverage for losses we incur due to data breaches and other cybersecurity incidents.
Our IT Steering Committee, which consists of our senior management and IT team, meets on a regular basis to review initiatives and projects to improve IT security, as well as resources and budgets for our cybersecurity compliance and education efforts. In 2021, we completed the ISO 27001 certification, a globally recognized information security standard.
The Audit Committee of our Board of Directors, which consists of three independent members, is responsible for the oversight of our cybersecurity risk program. At least quarterly, the Audit Committee reviews reports and updates from our Chief Financial Officer and IT senior management about major risk exposures, their potential impact on our business operations, and management’s strategies to assess, monitor and mitigate those risks. The Audit Committee also provides updates of their oversight and findings to the Board of Directors.
We believe we have adequate resources and sufficient policies, procedures and oversight in place to identify and manage our IT security risks to our business operations. To date, we do not believe we have experienced any material information security breaches and have not incurred significant operating expenses related to information security breaches.

Critical Accounting Policies and Estimates

In preparing our condensed consolidated financial statements in accordance with GAAP, we are required to make estimates, assumptions and judgments that affect the amounts reported in our financial statements and the accompanying disclosures. Estimates and judgments used in the preparation of our condensed consolidated financial statements are, by their nature, uncertain and unpredictable, and depend upon, among other things, many factors outside of our control, including demand for our products, economic conditions and other current and future events, such as macroeconomic factors, including the impact of the ~~recent banking crisis~~global economic downturn, Russia-Ukraine conflict and the ~~global economic downturn.~~Middle East conflict. Actual results could differ from these estimates and assumptions, and any such differences may be material to our condensed consolidated financial statements.
As of the date of issuance of these condensed consolidated financial statements, we are not aware of any specific event or circumstance that would require our management to update the significant estimates and assumptions used in the preparation of the condensed consolidated financial statements included in this Report, as compared to those disclosed in the Annual Report on Form 10-K for the year ended December 31, 2022. As new events continue to evolve and additional information becomes available, any changes to these estimates and assumptions will be recognized in the condensed consolidated financial statements as soon as they become known.

2829
Table of Contents

Results of Operations

The table below sets forth the data on the Condensed Consolidated Statements of Operations as a percentage of revenue:

Three Months Ended March 31,

Three Months Ended March 31,

2023

2022

2024

2023

(in thousands, except percentages)

(In thousands, except percentages)

Revenue
$ 451,065 100.0
%
$ 377,714 100.0
%
$ 457,885 100.0 % $ 451,065 100.0 %
Cost of revenue
192,285 42.6 158,834 42.1 205,444 44.9 192,285 42.6
Gross profit
258,780 57.4 218,880 57.9 252,441 55.1 258,780 57.4
Operating expenses:

Research and development
63,709 14.1 54,104 14.3 75,990 16.6 63,709 14.1
Selling, general and administrative
70,795 15.7 68,642 18.1 80,964 17.7 70,795 15.7
Total operating expenses
134,504 29.8 122,746 32.4 156,954 34.3 134,504 29.8
Operating income
124,276 27.6 96,134 25.5 95,487 20.8 124,276 27.6
Other income (expense), net
5,297 1.1 (634 ) (0.2 )
Other income, net
9,540 2.1 5,297 1.1
Income before income taxes
129,573 28.7 95,500 25.3 105,027 22.9 129,573 28.7
Income tax expense
19,771 4.4 15,934 4.2 12,486 2.7 19,771 4.4
Net income
$ 109,802 24.3
%
$ 79,566 21.1
%
$ 92,541 20.2 % $ 109,802 24.3 %

Revenue

The following table summarizes our revenue by end market:

Three Months Ended March 31,

Three Months Ended March 31,

End Market

2023

% of
Revenue

2022

% of
Revenue

Change

2024

% of Revenue

2023

% of Revenue

(in thousands, except percentages)

(In thousands, except percentages)

Enterprise Data
$ 149,727 32.7 % $ 47,163 10.5 %
Storage and Computing
$ 119,822 26.6
%
$ 96,586 25.6
%
24.1
%
106,121 23.2 119,822 26.6
Enterprise Data
47,163 10.5 42,509 11.2 10.9
%
Automotive
105,342 23.3 54,546 14.4 93.1
%
87,092 19.0 105,342 23.3
Industrial
47,469 10.5 48,538 12.9 (2.2
)%
Communications
67,906 15.1 55,574 14.7 22.2
%
46,645 10.2 67,906 15.1
Consumer
63,363 14.0 79,961 21.2 (20.8
)%
38,074 8.3 63,363 14.0
Industrial
30,226 6.6 47,469 10.5
Total
$ 451,065 100.0
%
$ 377,714 100.0
%
19.4
%
$ 457,885 100.0 % $ 451,065 100.0 %

Revenue for the three months ended March 31, ~~2023~~2024 was ~~$451.1~~$457.9 million, an increase of ~~$73.4~~$6.8 million, or ~~19.4%~~1.5%, from ~~$377.7~~$451.1 million for the three months ended March 31, ~~2022.~~2023. The increase in revenue was primarily due to ~~increases in the~~higher average selling prices resulting primarily from ~~the sale of higher value products.~~product mix, which was partially offset by lower shipment volume.

For the three months ended March 31, ~~2023,~~2024, revenue from the ~~storage and computing~~enterprise data market increased ~~$23.2~~$102.6 million, or ~~24.1%~~217.5%, from the same period in 2022. This increase was primarily due to higher sales of storage applications and enterprise notebooks. Revenue from the enterprise data market increased $4.7 million, or 10.9%, from the same period in 2022.2023. This increase was primarily due to higher sales of our power management solutions for ~~cloud-based CPU server~~AI applications. Revenue from the ~~automotive~~storage and computing market ~~increased $50.8~~decreased $13.7 million, or ~~93.1%~~11.4%, from the same period in ~~2022.~~2023. This ~~increase~~decrease was primarily due to ~~increased~~lower sales of ~~our highly integrated solutions for advanced driver assistance systems, digital cockpit and lighting applications.~~storage applications, partially offset by higher sales of commercial notebooks. Revenue from the ~~industrial~~automotive market decreased ~~$1.1~~$18.3 million, or ~~2.2%~~17.3%, from the same period in ~~2022.~~2023. This decrease was ~~mainly driven by decreased~~primarily due to lower sales of ~~power sources, partially offset by higher sales in~~our highly integrated applications ~~for smart meters.~~supporting infotainment, USB connector and body electronics. Revenue from the communications market ~~increased $12.3~~decreased $21.3 million, or ~~22.2%~~31.3%, from the same period in 2022. This increase primarily reflected higher revenue related to 5G infrastructure and wireless applications. Revenue from the consumer market decreased $16.6 million, or 20.8%, from the same period in 2022.2023. This decrease was primarily driven by lower demand for infrastructure related products. Revenue from the consumer market decreased $25.3 million, or 39.9%, from the same period in 2023. This decrease was broad-based and primarily driven by lower sales ~~volume~~of products for home appliances and gaming. Revenue from the industrial market decreased $17.2 million, or 36.3%, from the same period in ~~gaming, smart TVs, mobile devices~~2023. This decrease was mainly driven by lower sales of security and ~~home appliances.~~ industrial meters applications.

2930
Table of Contents

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.

Three Months Ended March 31,

Three Months Ended March 31,

2023

2022

Change

2024

2023

(in thousands, except percentages)

(In thousands, except percentages)

Cost of revenue
$ 192,285 $ 158,834 21.1
%
$ 205,444 $ 192,285
As a percentage of revenue
42.6 % 42.1 % 44.9 % 42.6 %
Gross profit
$ 258,780 $ 218,880 18.2
%
$ 252,441 $ 258,780
Gross margin
57.4 % 57.9 % 55.1 % 57.4 %

Cost of revenue was $205.4 million, or 44.9% of revenue, for the three months ended March 31, 2024, and $192.3 million, or 42.6% of revenue, for the three months ended March 31, ~~2023,~~2023. The $13.2 million increase in cost of revenue was primarily driven by product mix, higher inventory write-downs and ~~$158.8 million, or 42.1% of revenue,~~higher warranty expenses, partially offset by lower shipment volume.
Gross margin was 55.1% for the three months ended March 31, ~~2022. The $33.5 million increase in cost of revenue resulted from the product mix of higher cost products, which was partially offset by a decrease in warranty expenses.~~
~~Gross margin was~~2024, compared with 57.4% for the three months ended March 31, ~~2023, compared with 57.9% for the three months ended March 31, 2022.~~2023. The decrease in gross margin was mainly driven by ~~product mix, which was partially offset by lower~~an increase in inventory write-downs and warranty expenses as a percentage of revenue.

Research and Development (“~~R&D~~”)

R&D expenses primarily consist of ~~salary~~cash compensation and ~~benefit expenses, bonuses,~~benefits, stock-based compensation and deferred compensation for design and product engineers, expenses related to new product development and supplies, and facility costs.

Three Months Ended March 31,

Three Months Ended March 31,

2023

2022

Change

2024

2023

(in thousands, except percentages)

(In thousands, except percentages)

R&D expenses
$ 63,709 $ 54,104 17.8
%
$ 75,990 $ 63,709
As a percentage of revenue
14.1 % 14.3 % 16.6 % 14.1 %

R&D expenses were $76.0 million, or 16.6% of revenue, for the three months ended March 31, 2024, and $63.7 million, or 14.1% of revenue, for the three months ended March 31, ~~2023, and $54.1 million, or 14.3% of revenue, for the three months ended March 31, 2022.~~2023. The ~~$9.6~~$12.3 million increase in R&D expenses was primarily due to a ~~$6.7~~$5.8 million increase in ~~new product development~~cash compensation expenses, a $3.5 million increase in stock-based compensation expenses and ~~higher expenses~~ related ~~to the changes~~employer payroll taxes, and a $1.1 million increase in ~~the value of deferred compensation plan liabilities.~~third party service fees.

3031
Table of Contents

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

SG&A expenses primarily include ~~salary~~cash compensation and ~~benefit expenses, bonuses,~~benefits, stock-based compensation and deferred compensation for sales, marketing and administrative personnel, sales commissions, travel expenses, facilities costs, ~~professional~~third party service fees and litigation expenses.

Three Months Ended March 31,

Three Months Ended March 31,

2023

2022

Change

2024

2023

(in thousands, except percentages)

(In thousands, except percentages)

SG&A expenses
$ 70,795 $ 68,642 3.1
%
$ 80,964 $ 70,795
As a percentage of revenue
15.7 % 18.1 % 17.7 % 15.7 %

SG&A expenses were $81.0 million, or 17.7% of revenue, for the three months ended March 31, 2024, and $70.8 million, or 15.7% of revenue, for the three months ended March 31, ~~2023, and $68.6 million, or 18.1% of revenue, for the three months ended March 31, 2022.~~2023. The ~~$2.2~~$10.2 million increase in SG&A expenses was driven by ana $10.5 million increase ~~of $2.6 million~~ in ~~litigation~~stock-based compensation expenses ~~an increase of $0.8 million in facilities costs,~~ and ~~an increase of $0.7 million in sales commissions and advertising expenses, partially offset by a decrease of $2.4 million in compensation~~ related ~~expenses.~~ employer payroll taxes.

Other Income, ~~(Expense),~~ Net

Other income, net, was $9.5 million for the three months ended March 31, 2024, compared with $5.3 million for the three months ended March 31, ~~2023, compared with other expense, net, of $0.6 million for the three months ended March 31, 2022.~~2023. The increase in other income was primarily due to an increase of ~~$4.7~~$6.5 million in net interest income and $1.5 million in income related to changes in the value of ~~the~~ deferred compensation plan investments, ~~and an increase of $2.4 million in net interest income,~~ partially offset by an increase ~~of $1.5 million~~ in charitable contributions.

Income Tax Expense

The income tax provision for interim periods is generally determined using an estimate of our annual effective tax rate and adjusted for discrete items, if any, in the relevant period. Each quarter the estimate of the annual effective tax rate is updated, and if our estimated tax rate changes, a cumulative adjustment is made.

The income tax expense for the three months ended March 31, 2024 was $12.5 million, or 11.9% of pre-tax income. The effective tax rate was lower than the federal statutory rate of 21% primarily due to foreign income from our subsidiaries in Bermuda and China being taxed at lower statutory tax rates, and excess tax benefits from stock-based compensation. The decrease in the effective tax rate relative to the federal statutory rate was partially offset by the inclusion of the GILTI tax.
The income tax expense for the three months ended March 31, 2023 was $19.8 million, or 15.3% of pre-tax income. The effective tax rate was lower than the federal statutory rate of 21% primarily due to foreign income from our subsidiaries in Bermuda and China being taxed at lower statutory tax rates, and excess tax benefits from stock-based compensation. The decrease in the effective tax rates relative to the federal statutory rate was partially offset by the inclusion of the GILTI tax.
The income tax expense for the three months ended March 31, 2022 was $15.9 million, or 16.7% of pre-tax income. The effective tax rate was lower than the federal statutory rate of 21% primarily due to foreign income from our subsidiaries in Bermuda and China being taxed at lower statutory tax rates, and excess tax benefits from stock-based compensation. The decrease in the effective tax rate relative to the federal statutory rate was partially offset by the inclusion of the GILTI tax.

~~In August 2022,~~The Organization for Economic Co-operation and Development enacted model rules for a new global minimum tax framework, also known as Pillar Two, and certain governments globally have enacted, or are in the ~~CHIPS Act and the IRA were enacted and signed into law, neither~~process of ~~which had~~enacting, legislation considering these model rules. These rules did not have a material impact on our ~~income tax provisions, results of operations or financial condition~~taxes for the three months ended March 31, ~~2023.~~2024.
In December 2023, the Bermuda CIT Act was enacted and signed into law. See Note 1314 for further details.

31
32
Table of Contents

Liquidity and Capital Resources

March 31,

December 31,

March 31,

December 31,

2023

2022

2024

2023

(in thousands, except percentages)

(In thousands, except percentages)

Cash and cash equivalents
$ 488,972 $ 288,607 $ 488,273 $ 527,843
Short-term investments
428,598 449,266 798,116 580,633
Total cash, cash equivalents and short-term investments
$ 917,570 $ 737,873 $ 1,286,389 $ 1,108,476
Percentage of total assets
41.2 % 35.8 % 49.9 % 45.5 %

Total current assets
$ 1,622,629 $ 1,410,619 $ 1,976,492 $ 1,819,499
Total current liabilities
(315,843 ) (263,400 ) (311,880 ) (235,035 )
Working capital
$ 1,306,786 $ 1,147,219 $ 1,664,612 $ 1,584,464

As of March 31, ~~2023,~~2024, we had cash and cash equivalents of ~~$489.0~~$488.3 million and short-term investments of ~~$428.6~~$798.1 million, compared with cash and cash equivalents of ~~$288.6~~$527.8 million and short-term investments of ~~$449.3~~$580.6 million as of December 31, ~~2022.~~2023. As of March 31, ~~2023, $388.1~~2024, $310.3 million of cash and cash equivalents and ~~$274.1~~$769.4 million of short-term investments were held by our international subsidiaries. We have repatriated and may continue to repatriate cash from our Bermuda subsidiary to fund our expenditures in future periods. We anticipate that earnings from other foreign subsidiaries will continue to be indefinitely reinvested.

Summary of Cash Flows

The following table summarizes our cash flow activities:

Three Months Ended March 31,

Three Months Ended March 31,

2023

2022

2024

2023

(in thousands)

(In thousands)

Net cash provided by operating activities
$ 218,807 $ 107,419 $ 248,051 $ 218,807
Net cash provided by (used in) investing activities
12,314 (11,613 ) (266,015 ) 12,314
Net cash used in financing activities
(32,252 ) (24,249 ) (50,001 ) (32,252 )
Effect of change in exchange rates
1,497 (220 ) (4,818 ) 1,497
Net increase in cash, cash equivalents and restricted cash
$ 200,366 $ 71,337
Net increase (decrease) in cash, cash equivalents and restricted cash
$ (72,783 ) $ 200,366

For the three months ended March 31, ~~2023,~~2024, the ~~$111.4~~$29.2 million increase in cash provided by operating activities compared to the ~~prior~~same period in 2023 was primarily due to anthe collection of $50.0 million of other receivables related to a long-term wafer supply agreement, partially offset by increased inventory purchases. This increase ~~of $89.1 million~~was also affected by changes in ~~operating assets and liabilities, and an increase of $30.2 million in net income.~~other working capital.

For the three months ended March 31, ~~2023,~~2024, the ~~$23.9~~$278.3 million increase in cash ~~provided by~~used in investing activities compared to the ~~prior~~same period in 2023 was primarily due to ~~a $120.4~~an increase of $236.5 million ~~increase~~ in ~~sales~~purchases of investments and ~~an $18.0~~$33.3 million ~~decrease in capital expenditures, partially offset by a $113.1 million increase in purchases~~paid for the acquisition of ~~investments.~~Axign.

For the three months ended March 31, ~~2023,~~2024, the ~~$8.0~~$17.7 million increase in cash used in financing activities compared to the ~~prior~~same period in 2023 was primarily due to ~~a $7.9~~an increase of $12.8 million ~~increase~~ in dividend and dividend equivalent payments.

In the future, in order to strengthen our financial position, respond to adverse developments, changes in our circumstance or unforeseen events or conditions, or fund our growth, we 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. 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/or 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.
32
33
Table of Contents

Cash Requirements

Although consequences of economic uncertainty and macroeconomic conditions and other factors could adversely affect our liquidity and capital resources in the future, and our cash requirements may fluctuate based on the timing and extent of many factors such as those discussed above, we believe that our balances of cash, cash equivalents and short-term investments of ~~$917.6~~$1,286.4 million as of March 31, ~~2023,~~2024, along with cash generated by ongoing operations, will be sufficient to satisfy our liquidity requirements for the next 12 months and beyond.

Our material cash requirements include the following contractual and other obligations:

Purchase Obligations

Purchase obligations represent commitments to our suppliers and other parties requiring the purchases of goods or services. Our purchase obligations primarily consist of wafer and other inventory purchases, assembly and other manufacturing services, construction of manufacturing and R&D facilities, purchases of production and other equipment, and license arrangements.

In May 2022, we entered into a long-term supply agreement in order to secure manufacturing production capacity for silicon wafers over a four-year period. As of March 31, ~~2023, the Company~~2024, we had ~~made~~remaining prepayments under this agreement of ~~$170.0~~$120.0 million, of which ~~$50.0~~$60.0 million was classified as short-term.

As of March 31, ~~2023,~~2024, total estimated future unconditional purchase commitments to all suppliers and other parties, net of the $120.0 million prepayment, were ~~$1.0 billion,~~$630.2 million, of which ~~$406.7~~$341.3 million was classified as short-term.

Transition Tax Liability

The transition tax liability represents the one-time, mandatory deemed repatriation tax imposed on previously deferred foreign earnings under the U.S. Tax Cuts and Jobs Act enacted in December 2017 (the “2017 Tax Act”). As permitted by the 2017 Tax Act, we have elected to pay the tax liability in installments on an interest-free basis through 2025. As of March 31, ~~2023,~~2024, the remaining liability totaled ~~$14.8~~$11.1 million, of which ~~$3.7~~$4.9 million was classified as short-term.

Operating Leases

Operating lease obligations represent the undiscounted remaining lease payments primarily for our leased facilities and equipment. As of March 31, ~~2023,~~2024, these obligations totaled ~~$7.2~~$8.6 million, of which ~~$2.0~~$2.6 million was classified as short-term.

~~Dividends~~Capital Return to Stockholders

In October 2023, our Board of Directors approved a new stock repurchase program authorizing us to repurchase up to $640.0 million in the aggregate of our common stock through October 29, 2026. Shares are retired upon repurchase. We repurchased 6,100 shares of our common stock for an aggregate purchase price of $4.1 million during the three months ended March 31, 2024. As of March 31, 2024, $632.2 million remained available for future repurchases under the program.

We currently have a dividend program approved by our Board of Directors, 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 the Board of Directors, which are payable to the stockholders in the following month. As of March 31, ~~2023,~~2024, accrued dividends totaled ~~$47.3~~$60.8 million. 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.

Other Long-Term Obligations

Other long-term obligations primarily include payments for deferred compensation plan liabilities and accrued dividend equivalents. As of March 31, ~~2023,~~2024, these obligations totaled ~~$72.4~~$81.0 million.

3334
Table of Contents

Item 3. Quantitative and Qualitative Disclosures About Market Risk

For a discussion of market risks, refer to Item 7A, “Quantitative and Qualitative Disclosures about Market Risk” in our Annual Report on Form 10-K for the year ended December 31, ~~2022.~~2023. During the three months ended March 31, ~~2023,~~2024, there were no material changes or developments that would have materially altered, or were reasonably likely to materially alter, the market risk assessment performed as of December 31, ~~2022.~~2023.

Item 4. 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 Quarterly Report on Form 10-Q.

Based on this evaluation, and due to the finding of the material weakness described below, our Chief Executive Officer and Chief Financial Officer concluded that, as of March 31, ~~2023,~~2024, our disclosure controls and procedures were ~~designed at a reasonable assurance level and were~~not 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.forms.

As previously reported in our Annual Report on Form 10-K for the year ended December 31, 2023, during the year-end financial reporting process of fiscal year 2023, a material weakness was identified in internal control over financial reporting within the Company’s demand forecast process regarding excess and obsolete inventory. The material weakness resulted from ineffective design of the controls related to management’s review and documentation of the Company’s inventory demand information and other assumptions used to determine the inventory carrying value adjustments necessary to record such quantities at the lower of their cost or net realizable value.

A material weakness is a deficiency, or a combination of deficiencies in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim consolidated financial statements will not be prevented or detected on a timely basis. This material weakness did not result in a misstatement to the audited consolidated financial statements for the year ended December 31, 2023.

Notwithstanding the material weakness in internal control over financial reporting described above, management believes and has concluded that the condensed consolidated financial statements included in this Quarterly Report on Form 10-Q fairly present, in all material respects, our financial position, results of operations and cash flows for the periods presented in conformity with GAAP.

Ongoing Remediation of Previously Identified Material Weakness

With respect to the material weakness described above, management, under the oversight of the Audit Committee, has implemented measures designed to ensure that control deficiencies contributing to the material weakness are remediated, such that these controls are designed, implemented, and operating effectively. However, the weakness will not be considered remediated until the applicable controls operate for a sufficient period of time and management has concluded, through testing, that these controls are operating effectively. The Company will monitor the effectiveness of its remediation plan and refine its remediation plan as appropriate.

Changes in Internal Control over Financial Reporting
~~During~~

As described above, we are taking steps to remediate the ~~quarter ended March 31, 2023, there were~~material weakness in our internal control over financial reporting. Other than in connection with the remediation process described above, no ~~changes~~change in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) occurred during the quarter ended March 31, 2024 that ~~would have~~has materially affected, or ~~were~~is reasonably likely to materially affect, our internal control over financial reporting.

Limitations on Effectiveness of Controls and Procedures

In designing and evaluating the disclosure controls and procedures, management recognizes that any set of 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.

3435
Table of Contents

PART II. OTHER INFORMATION

Item 1. Legal Proceedings

We are a party to actions and proceedings in the ordinary course of business, including 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. We may also be subject to litigation initiated by our stockholders. These proceedings often involve complex questions of fact and law and may require the expenditure of significant funds and the diversion of other resources to prosecute and defend. We ~~intend to~~ defend ourselves vigorously against any such claims. As of March 31, ~~2023~~2024, there were no material pending legal proceedings to which we were a party.

Item 1A. Risk Factors

~~Our~~The Company’s business, ~~involves numerous risks~~reputation, results of operations, financial condition and ~~uncertainties. You should carefully consider the risks~~stock price can be affected by a number of factors, whether currently known or unknown, including those described ~~below, together with all~~in Part I, Item 1A of the ~~other information in this Quarterly~~Annual Report on Form ~~10-Q and other filings with~~10-K for the ~~SEC in evaluating our business. If~~year ended December 31, 2023 under the heading “Risk Factors.” When any one or more of these risks materialize from time to time, the ~~following risks actually occur, our~~Company’s business, reputation, results of operations, financial condition ~~operating results,~~ and ~~growth prospects would likely~~stock price can be materially and adversely affected. ~~In such an event,~~There have been no material changes to 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.
~~Risk Factors Summary~~
~~The following summary description sets forth an overview~~Company’s risk factors since the filing of the ~~material risks we are exposed to in~~Annual Report on Form 10-K for the normal course of our business activities. The summary does not purport to be complete and is qualified in its entirety by reference to the full risk factor discussion immediately following this summary description. We encourage you to read the full risk factor discussion carefully.year ended December 31, 2023.
Our revenue and expenses are difficult to predict, have varied significantly in the past and could fluctuate significantly in the future due to numerous risks and uncertainties, many of which are beyond our control. As a result, we may not be profitable on a quarterly or annual basis. Our business, results of 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:
•
~~our dependence on the markets in Asia for our customer base, which may expose us to political, cultural, regulatory, economic, foreign currency and operational risks;~~
•
~~changes in general economic conditions in the countries where our products are sold or used, particularly those in China;~~
•
the impact of extensive Chinese government regulations, reduction or elimination of incentives, and uncertainties with respect to China’s legal system, on us and our manufacturing partners and suppliers;
•
~~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;~~
•
~~political and other risks in Taiwan and Hong Kong due to their tense relationships with China;~~
•
~~fluctuations in the value of the U.S. Dollar relative to other currencies, including the Renminbi;~~
•
~~our ability to experience growth rates comparable to past years;~~
•
~~changes in general demand for electronic products in the end markets that we serve;~~
•
~~our ability to accurately forecast sales and expenses due to the nature of our business as a component supplier;~~
•
~~our ability to timely develop and introduce new products, and the acceptance of our new products in the marketplace;~~
•
~~our dependency on a limited number of customers, including distributors and value-added resellers, for a significant portion of our revenue;~~
•
~~potential product liability risks due to defects or failures to meet specifications;~~
35

~~Table of Contents~~
•
~~lengthy sales cycles for our products balanced against the fixed nature of a substantial portion of our expenses;~~
•
~~availability of adequate manufacturing capacity from our suppliers, and our ability to increase product sales and revenue in spite of capacity issues;~~
•
~~increases in unanticipated costs as a result of increasing manufacturing capacity;~~
•
~~our dependency on third-party suppliers for wafer purchases and potential increases in prices for wafers due to general capacity shortages;~~
•
~~our ability to deliver products on a timely basis despite 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;~~
•
~~increases in manufacturing costs due to commodity price increases;~~
•
~~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, cyberattacks or other system security, data protection and privacy breaches on our business operations;~~
•
~~the impact of various U.S. and international laws and regulations regarding data protection on our business operations;~~
•
~~our significant investment of resources in research and development that may not result in increased future sales;~~
•
~~our ability to realize the anticipated benefits of any business acquisitions and other strategic investments;~~
•
~~risks associated with financial reporting, including the impact of new tax laws on our tax provision and tax planning;~~
•
~~our failure to comply with various governmental laws and regulations, including those related to environmental, social and governance (“ESG”) initiatives;~~
•
~~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;~~
•
~~the loss of key personnel;~~
•
risks associated with owning our stock, including volatility in our trading price due to our business and financial performance, analyst downgrades, failure to meet our own or analyst expectations, changes to our dividend program, and dilution from issuance of additional shares;
•
~~health risks, climate crises and other natural disasters; and~~
•
~~risks associated with financial market, economy and geopolitical uncertainties, including the recent banking collapse and the Russia-Ukraine conflict.~~

36
Table of Contents

~~Risks Associated with Our Significant Operations in Asia, Particularly in China~~
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 significant risks due to this geographic concentration of business and operations. For the three months ended March 31, 2023, 84% 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 or restrictions, including tax and trade 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 licenses;
•
~~trade restrictions imposed by the U.S. related to goods imported from regions in China with records of forced labor and other human rights issues;~~
•
~~currency exchange rate fluctuations impacting intercompany transactions;~~
•
~~fluctuations in the value of the U.S. Dollar relative to other foreign currencies, which could affect the competitiveness of our products;~~
•
~~transportation delays and other supply chain issues;~~
•
~~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 U.S. that may impact our sales;~~
•
~~multi-tiered distribution channels that may diminish visibility to end customer pricing and purchase patterns;~~
•
~~international political relationships and acts or threats of war;~~
•
~~terrorism and threats of terrorism;~~
•
~~adverse weather conditions or other natural disasters that may affect our operations in China and cause work stoppages;~~
•
~~work stoppages related to employee dissatisfaction;~~
•
~~economic, social and political instability;~~
•
~~longer accounts receivable collection cycles;~~
•
~~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.
37

~~Table of Contents~~
~~Our business has been and may be significantly impacted by worldwide economic conditions, in particular changing economic conditions in China.~~
Our operations and performance depend significantly on global economic conditions. Adverse macroeconomic conditions, including inflation, slower growth, recession, stagflation, new or increased tariffs and other barriers to trade, tighter credit, higher interest rates, higher unemployment and currency fluctuations can materially adversely affect logistics or demand for our products. For example, for several consecutive quarters, some of our customers have cancelled, decreased or delayed their existing and future orders with us. Volatility in the credit markets could severely diminish our direct and indirect customers’ liquidity and capital availability, which could materially harm our business.
Demand for our products is a function of the health of the economies in the U.S., Europe, China and the rest of Asia. We cannot predict the timing, strength or duration of any economic disruptions, such as those resulting from the global economic downturn or the Russia-Ukraine conflict, or subsequent economic recovery worldwide, 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 could have a material adverse effect on demand for our products and on our financial condition and operating results.
In particular, since we have significant operations in China, our business development plans, results of operations and financial condition may be materially and adversely affected by significant political, social and economic developments in China. A slowdown in economic growth in China could adversely impact our customers, prospective customers, suppliers, distributors and partners in China, which could have a material adverse effect on our results of the operations and financial condition. There is no guarantee that economic downturns, whether actual or perceived, any further decrease in economic growth rates or an otherwise uncertain economic outlook in China will not occur nor 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.
~~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:~~
•
~~challenges to hire and maintain a qualified workforce;~~
•
~~natural disasters such as earthquakes, flooding, severe heatwaves or droughts, which could result in prolonged power shortages or water restrictions in our facilities;~~
•
~~challenges 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 and our manufacturing partners and suppliers are or will be subject to extensive Chinese government regulations, and the benefit of various incentives from Chinese governments that we and our manufacturing partners and suppliers~~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 and suppliers are located in China. The Chinese government has broad discretion and authority to regulate the technology industry in China. Additionally, the Chinese 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.
Any additional new regulations or the amendment of previously implemented regulations could require us and our manufacturing partners and suppliers 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 have also provided, and may continue to provide, various incentives to encourage the development of the semiconductor industry in China. Such incentives include cash awards, tax rebates, reduced tax rates, favorable lending policies and other measures, some or all of which may be available to our manufacturing partners, suppliers and us with respect to our facilities in China. Any of these incentives could be reduced or eliminated by governmental authorities at any time, which could adversely affect our business and operating results.
38

~~Table of Contents~~
~~Uncertainties with respect to China~~’~~s legal system, including uncertainties regarding the enforcement of laws, and sudden or unexpected changes in policies, laws and regulations in China could adversely affect our operations.~~
China’s legal system is a civil law system based on written statutes. Unlike the common law system, prior court decisions under the civil law system may be cited for reference but have limited precedential value. Since China’s legal system continues to rapidly evolve, the interpretations and enforcement of these laws and regulations are not always uniform and involve uncertainties. In addition, any new or amended laws and regulations related to, among other things, foreign investment and manufacturing could have a material adverse effect on our business and our ability to operate our business in China.
From time to time, we may have to resort to administrative and court proceedings to enforce our legal rights. Any administrative and court proceedings in China may be protracted, resulting in substantial costs and diversion of resources and management attention. Since China’s administrative and court authorities have significant discretion in interpreting and implementing statutory provisions and contractual terms, it may be more difficult to evaluate the outcome of administrative and court proceedings and the level of legal protection than those that may be provided in other jurisdictions. These uncertainties may impede our ability to enforce contracts in China and could materially and adversely affect our business and results of operations.
Furthermore, China’s legal system is based in part on government policies and internal rules, some of which are not published on a timely basis, or at all, and may have retroactive effect. As a result, we may not be aware of our violation of any of these policies and rules until some time after the violation may have occurred. Such unpredictability towards our contractual, property and procedural rights and any failure to quickly respond to changes in the regulatory environment in China could adversely affect our business and impede our ability to continue our operations and proceed with our future business plans in China.
~~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.~~
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 individuals, 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 our compliance controls could be circumvented, exposing us to legal liabilities, sanctions and restrictions on our business. 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 or restrict the export of some of our products and services to our customers would materially harm our business and 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 that have taken 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, as well as our business and financial results. 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.
Additionally, the imposition of tariffs is dependent upon the classification of goods under the U.S. Harmonized Tariff System (“HTS”) and the country of origin of the goods. Determination of the HTS and the origin of the goods is a technical matter that can be subjective in nature. Accordingly, although we believe our classifications of both HTS and origin are appropriate, there is no certainty that our assessment will be consistent with that of the U.S. government. If the U.S. government does not agree with our determinations, we could be required to pay additional amounts, including potential penalties.
39

~~Table of Contents~~
~~We face political and other risks conducting business in Taiwan and Hong Kong, particularly due to their tense relationships with China.~~
We have significant business operations in Taiwan, and many of our manufacturing partners and suppliers are located in Taiwan. Accordingly, our business, financial condition and results of operations may be affected by changes in governmental and economic policies in Taiwan, social instability and diplomatic and social developments in or affecting Taiwan due to its unique international political status. Although significant economic and cultural relations have been established between Taiwan and China, we cannot assure that relations between Taiwan and China will not face political, military or economic uncertainties in the future. Any deterioration in the relations between Taiwan and China, and other factors affecting military, political or economic conditions in Taiwan, could disrupt our business operations and materially and adversely affect our results of operations.
In addition, the Chinese government has promulgated new regulations impacting economic and political stability within Hong Kong where many of our customers are located. Due to the sensitive political climate these regulations created, there are increasing risks that this China's national security law may trigger sanctions or other forms of restrictions by foreign governments including the U.S., which could affect companies conducting business in Hong Kong. It is difficult for us to predict the impact, if any, the implementation of the national security law will have on our business, as such impact will depend on future developments, which are highly uncertain and cannot be predicted.
~~Fluctuations in~~~~the~~~~value of the~~~~U.S.~~~~Dollar relative to other foreign currencies, including the~~~~Renminbi, may adversely affect our results of operations.~~
Several of our manufacturing and other suppliers are and will continue to be primarily located in China for the foreseeable future. In connection with the global economic downturn, there has been an increased level of global currency fluctuation and volatility. 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 outside of China, which could adversely affect our financial results and 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 certain transactions, including intercompany transactions between the U.S. and our foreign subsidiaries, that are denominated in currencies other than the functional currencies. Fluctuations in the value of the U.S. Dollar relative to 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 including as a result of the global economic downturn, 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.
~~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 storage and computing, enterprise data, automotive and consumer markets will continue to account for the majority of our revenue. If we are not able to accurately predict new end markets to serve or if the demand for our products declines in our current major end markets, our revenue will decrease and our results of operations and financial condition would be materially and adversely affected. In addition, as technology evolves, the requirement 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.
40

~~Table of Contents~~
~~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 expenses and revenue depend 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 macroeconomic factors, including increased inflation, increased interest rates, supply chain disruptions, decreased economic output, fluctuations in currency rates and the Russia-Ukraine conflict. 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, and we may have difficulty forecasting our expenses and inventory levels, which could reduce our revenue, result in inventory write offs, 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 our development and sale of products that are differentiated in the market, with gross margins that have historically been above industry averages. Should we fail to improve or maintain our gross margins 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 implementation of manufacturing, assembly, and test processes;~~
•
~~the ability to secure and effectively utilize fabrication capacity in different geometries;~~
•
~~product performance;~~
•
~~product availability;~~
•
~~product quality and reliability; and~~
•
~~effective marketing, sales and services.~~
~~To the extent that we fail to timely introduce new products or to quickly penetrate new markets, our business, financial condition and results of operations could be materially and adversely affected.~~
We receive a significant portion of our revenue from distribution arrangements, and value-added resellers, and the loss of any one of these distributors, value-added resellers or of direct customers or failure to collect a receivable from them could adversely affect our financial position and 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 EMS providers. Receivables from our customers are generally not secured by any type of collateral and are subject to the risk of being uncollectible. Significant deterioration in the liquidity or financial condition of any such 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. While we could partner with other distributors or value-added resellers to replace any of our customers, the change in business partners could interrupt our operations, cause us to have to identify and qualify new partners, and have a materially adverse impact on our business, financial condition and results of operations.
41

~~Table of Contents~~
Moreover, we believe a high percentage of our products are eventually sold to a number of OEMs and ODMs. Although we communicate with OEMs and/or ODMs 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, even if we secure a design win. OEM technical specifications and requirements can change rapidly, and we may not have products that fit new specifications from an end 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’s or an OEM’s significant program or product could reduce our revenue and adversely affect our financial condition and results of operations.
~~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, energy efficiency 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 thereto, or changes in the raw materials used in the manufacturing processes may cause our products to fail. From time to time, we have 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 a loss of customers and/or a decrease in 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. Although we currently have insurance, there can be no assurance that we have obtained sufficient 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 is denied, we may not have sufficient resources to pay for these claims. Furthermore, we may experience a significant increase in premiums and therefore decide to self-insure, which may not meet the expectations or requirements of certain customers. All of these factors could have a material and adverse impact on our business, financial condition and results of operations.
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;~~
•
~~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~~
•
~~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, particularly as such customers are exposed to economic risks in connection with the global economic downturn. 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.
42

~~Table of Contents~~
~~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. 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 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 increasing~~~~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, both with our current suppliers and with new suppliers. Such activities are subject to a number of risks, including:
•
~~the costs and expense associated with such activities, including requirements to make long-term purchase commitments and upfront cash deposits to our suppliers;~~
•
~~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 identifying and negotiating agreements with new foundries and suppliers; and~~
•
~~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 supplier capacity. If our manufacturing costs increase, including as a result of inflationary pressure, or we experience supply constraints, we may be required to raise the prices of our products to remain profitable, which could result in a loss of customers. If we are unable to increase or maintain our manufacturing capacity, we may be unable to meet demand, which would harm our revenue and results of operations and may result in a loss of customers as they seek supply from other sources.
~~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, or are otherwise~~~~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 supply arrangements with certain suppliers for the production of wafers. Should any of our suppliers be 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 relationships with these suppliers are contractual, many important aspects of our relationships depend on our suppliers’ continued cooperation and our management of the supplier relationships. Our relationships could 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 and supply of our products. The failure of our suppliers to provide wafers at acceptable yields could prevent us from fulfilling our customer orders for our products and would likely cause a decline in our revenue.
In addition, adverse macroeconomic conditions, such as inflationary pressures resulting from worldwide supply chain constraints and other factors, have increased, and may continue to increase the prices we pay to our suppliers. As a result of the increased costs, we have raised, and may be required to further raise the prices of our products in order to remain profitable, which could result in a loss of customers and reduced 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.
43

~~Table of Contents~~
~~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 the Russia-Ukraine conflict, the recent uncertainties on the banking sector and supply chain disruptions 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. 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. Some of our customers and distributors may nevertheless cancel orders as a result of the impacts of the global economic downturn, their own specific business challenges or for other reasons. In the event that our predictions are inaccurate due to unexpected increases in orders or unavailability of products within the timeframe that is required, we may have insufficient inventory to meet our customers’ demands. In addition, a perceived negative trend in market conditions could lead us to decrease the manufacturing volume of our products to avoid excess inventory. If we inaccurately assess market conditions for our products, we would have insufficient inventory to meet our customer demands resulting in lost potential revenue. 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, import/export restrictions 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 resulted in 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 again experience severe or prolonged downturns in the future, which could result in lower demand for our products, downward pressure on the price of our products, and/or increased inventory due to our customers’ delayed production schedule. 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 of multiple products 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.
44

~~Table of Contents~~
~~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 foreign 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, may have a broader number of product offerings that enable them to more effectively market and sell to customers and engage sales partners. We are in direct and active competition, with respect to one or more of our product lines, with many manufacturers 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 guarantee 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.
In addition, from time to time, governments may provide subsidies or make other investments that could give competitive advantages to many semiconductor companies. For example, in August 2022, the U.S. enacted the CHIPS Act, which, among other things, provides funding to increase domestic production and research and development in the semiconductor industry. Because we operate a fabless business model, we do not believe we will be eligible for such investments from the U.S. government. Many of our competitors will benefit from the investments, which will help increase their production capacity, shorten their lead time and gain market share. These competitive pressures could materially and adversely affect 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 continue to increase their use of 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 any of these situations were to occur, our business, financial condition and results of operations could be materially and adversely affected.
~~Risks Associated with~~ IT ~~and Cybersecurity~~
~~Implementation of enhanced enterprise resource planning (~~“~~ERP~~”~~) or other IT 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 may require significant capital investments and personnel resources. Difficulties in implementing new or upgraded information systems or any significant system failures could disrupt our operations and financial reporting, which could have a material adverse effect on our capital resources, financial condition or results of operations.
Certain software we use is from open source code sources, which, under certain circumstances, may lead to unintended consequences and, therefore, could materially adversely affect our business, financial condition, operating results and cash flow.
We use open source software in connection with certain of our products and services, and we intend to continue to use open source software in the future. From time to time, there have been claims challenging the ownership of open source software against companies that incorporate open source software into their products or services or alleging that these companies have violated the terms of an open source license. As a result, we could be subject to lawsuits by parties claiming ownership of what we believe to be open source software or alleging that we have violated the terms of an open source license. Litigation could be costly for us to defend, have a negative effect on our operating results and financial condition or require us to devote additional research and development resources to change our solutions. In addition, if we were to combine our proprietary software solutions with open source software in certain circumstances, we could, under certain open source licenses, be required to publicly release the source code of our proprietary software solutions, which could harm our business and ability to compete. If we inappropriately use open source software, we may be required to re-engineer our solutions, discontinue the sale of our solutions, release the source code of our proprietary software to the public at no cost or take other remedial actions, which could increase our costs, harm our ability to compete and have a material adverse effect on our business, operating results and financial condition. There is also a risk that open source licenses could be construed in a way that could impose unanticipated conditions or restrictions on our ability to commercialize our solutions, which could adversely affect our business, operating results and financial condition.
45

~~Table of Contents~~
~~System security risks, data protection or privacy breaches, cyberattacks, systems integration issues and unauthorized use of artificial intelligence (“~~~~AI”~~) tools 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. Maintaining security 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. Remote working arrangements and the Russia-Ukraine conflict have also heightened our potential exposure to cyberattacks, which could put the sensitive data 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 reputation and relationships with our business partners and customers could be materially harmed, and we could be exposed to risks of litigation and possible significant liability.
Portions of our IT infrastructure may also 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 in a timely manner and interrupt other processes. Delayed sales or a loss of customers resulting from these disruptions could adversely affect our financial results, stock price and reputation.
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 individuals 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 and substantially impair our ability to attract and retain customers, which could have an adverse impact on our business, financial condition and results of operations.
Our ability to manage and aggregate data may be limited by the effectiveness of our policies, programs, processes, systems and practices that govern how data is acquired, validated, used, stored, protected, processed and shared. Failure to manage data effectively and to aggregate data in an accurate and timely manner may limit our ability to manage current and emerging risks, as well as to manage changing business needs. While we restrict the use of third-party and open source AI tools, such as ChatGPT, our employees and consultants may use these tools on an unauthorized basis and our partners may use these tools, which poses additional risks relating to the protection of data, including the potential exposure of our proprietary confidential information to unauthorized recipients and the misuse of our or third-party intellectual property. Use of AI tools may result in allegations or claims against us related to violation of third-party intellectual property rights, unauthorized access to or use of proprietary information and failure to comply with open source software requirements. AI tools may also produce inaccurate responses that could lead to errors in our decision-making, product development or other business activities, which could have a negative impact on our business, operating results and financial condition. Our ability to mitigate these risks will depend on our continued effective maintaining, training, monitoring and enforcement of appropriate policies and procedures governing the use of AI tools, and the results of any such use, by us or our partners.
~~We are subject to various U.S. and international laws, policies and other regulations regarding data protection.~~
Privacy, cyber security, and data protection are becoming increasingly significant issues. 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. On June 10, 2021, the National People’s Congress passed the Data Security Law of the People’s Republic of China (the “Data Security Law”), which became effective on September 1, 2021. The Data Security Law is the first comprehensive data security legislation in China, which becomes a key supplement to the Cyber Security Law and aims to regulate a wide range of issues in relation to the collection, storage, processing, use, provision, transaction and publication of any kind of data. Various Chinese agencies are expected to issue additional regulations in the future to define these requirements more precisely. For example, the Personal Information Protection Law (“PIPL”), took effect on November 1, 2021. PIPL is aimed at protecting and controlling the use and transfer of personal data in China. There is significant uncertainty in how regulators will interpret and enforce the law, and it contains provisions that allow substantial government oversight and include fines for failure to obtain required approval from China’s cyber and data protection regulators for cross-border transfers of personal data.
~~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 EU data protection law to non-European Union entities that process, or control the processing of, the personal data of EU subjects. The GDPR allows for the imposition of fines and corrective action on entities that improperly use, disclose or secure the personal data of EU subjects, including through a data security breach. In addition, an increasing number of states in the U.S. have enacted laws containing similar requirements to GDPR for businesses collecting or processing personal data. For example, the State of California enacted the California Consumer Privacy Act of 2018 (“CCPA”), which was significantly amended by the California Privacy Rights Act, and sets forth comprehensive privacy and security obligations regarding the collection and processing of personal data of eligible California residents. Other states have, or are expected to, enact similar or more expansive legislation regarding the collection and processing of personal data.
46

~~Table of Contents~~
These regulatory requirements may increase our costs of compliance. Any failure to fully comply with the Cyber Security Law, the Data Security Law, PIPL, GDPR, CCPA, and other applicable laws and regulations could lead to significant fines and regulatory corrective actions, along with reputational damage or third-party lawsuits, which could adversely affect our business and results of operations. 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 personal data (including sensitive personal data) of our employees, customers, suppliers and others. Such incidents could subject us to significant monetary damages, regulatory enforcement actions and/or criminal prosecution, and cause us to lose customers and their related revenue in the future.
~~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 in research and development. We expect to continue investing heavily in research and development in the future in order to keep innovating and introducing new products in a timely manner and increase our revenue and profitability. Increased investments in research and development will increase our operating expenses, which may negatively impact our operating results, and we may not achieve the return on these investments that we anticipate, or be able to reduce such expenses in a timely manner if we experience a downturn in sales. 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 further. 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 be harmed. Many of our competitors have significantly greater resources than we have and are able to invest substantially greater amount into their research and development initiatives than we are, which could harm our ability to innovate and compete. 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/or cause us to incur debt or to assume contingent liabilities, which~~~~could adversely affect our business.~~
As 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 or other policies, laws or 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;~~
•
~~integrating 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;~~
47

~~Table of Contents~~
•
~~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.~~
Alternatively, third parties may be interested in acquiring us. We will continue to consider, evaluate and negotiate any such transactions as our board of directors deems appropriate and in the best interest of our stockholders. Such potential transactions may divert the attention of management, and cause us to incur various costs and expenses in investigating, evaluating and negotiating such transactions, whether or not they are consummated.
~~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 enactment of new 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 a restatement of 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, 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 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, permanent establishment challenges 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, including in the EU and the Organization for Economic Cooperation and Development.
48

~~Table of Contents~~
~~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 our reputation and 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, 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~~”) and the U.K. Bribery Act. 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, the U.K. Bribery Act and various anti-corruption laws of other jurisdictions, which generally prohibit companies and their intermediaries from making improper payments to foreign officials for the purpose of obtaining or keeping business and/or other benefits. Although we have implemented policies and procedures designed to ensure that we, our employees and other intermediaries comply with the FCPA, the U.K. Bribery Act and other anti-corruption laws to which we are subject, there is no assurance that such policies or procedures will work effectively all the time or protect us against liability under these 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 individuals who may be considered “foreign officials” under the FCPA or other anti-corruption laws, resulting in an elevated risk of potential 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, including restatements of our financial reports, which could have a material adverse impact on our business, financial condition, results of operations and liquidity. Any investigation or allegations 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 in, 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 foreign, federal, state and local laws and regulations that govern 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 EU 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 costs were to become prohibitive.
~~We are subject to increasing regulatory and reporting standards related to ESG matters, which could increase our expenses.~~
In recent years, there has been an increase in public awareness from regulators, investors and other key stakeholders focusing on ESG compliance efforts, including those related to environmental sustainability and social responsibility. For example, the SEC has proposed a new rule that requires public companies to provide detailed reporting of their climate-related risks, emissions, and net-zero transition plans, and many of our customers routinely include stringent environmental and other non-standard compliance requirements in their contracts with us. While we are fully committed to making our business sustainable and keeping our stakeholders engaged by maintaining strong ESG strategies, practices, processes, policies and disclosures, there can be no assurance that we will be able to achieve our goals, or that our compliance initiatives will be deemed sufficiently robust by regulators, our stockholders and other key stakeholders. Furthermore, our compliance efforts, including the collection, assessment and reporting of ESG data, are subject to evolving reporting standards and can be costly, complex and time-consuming. In addition, climate change concerns and the potential associated environmental impact could result in the proposal and passage of additional laws and regulations in various jurisdictions that may affect us, our suppliers and customers. Such laws and regulations could cause us to incur additional compliance costs, and failure to comply with the regulatory standards in a timely manner could result in penalties and fines. These operational, legal, compliance and other risks could damage our reputation and materially and adversely affect our business, financial condition and results of operations.
49

~~Table of Contents~~
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 and adversely affected.
~~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, and in some circumstances our key customers or suppliers, against additional infringement claims. Such litigation is very costly. Further, 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. If we are not successful in any of our intellectual property defenses, we may have to cease production of certain products, design around such technologies, or pay royalty payments, any of which could harm our financial condition and our business. 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, which could 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 U.S. Our failure to adequately protect our proprietary technologies could materially harm our business.
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, including expenses and damages against our customers. 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. Even if resolved favorably, such proceedings can be very expensive and time consuming, and may divert management’s attention from other business operations.
50

~~Table of Contents~~
~~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 effectively integrate into the team.
~~If we fail to retain~~~~key employees in our sales, applications, finance and legal functions or to make continued improvements to our internal systems, our business may suffer.~~
If we fail to continue to adequately staff our sales, applications, financial and legal positions, 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, operations 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, including our ability to accurately forecast future demand for our products;~~
•
~~actual or anticipated manufacturing capacity limitations;~~
•
~~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 maintain or increase our gross margins;~~
•
~~costs of increasing wafer capacity and qualifying additional third-party wafer fabrication facilities;~~
•
~~our loss of key customers;~~
•
~~investments in sales and marketing resources to enter new markets;~~
•
~~commencement of or developments relating to litigation;~~
•
~~cyberattacks or other system security, data protection and privacy breaches;~~
•
~~the inclusion, exclusion or deletion of our common stock from any major trading indices, such as the S&P 500 Index;~~
•
~~our sale of common stock or other securities in the future;~~
•
~~any mergers, acquisitions or divestitures of assets undertaken by us;~~
•
~~our ability to obtain governmental licenses and approvals for international trading activities or technology transfers, including export licenses;~~
51

~~Table of Contents~~
•
~~our ability to meet or exceed the guidance that we provide to our investors and analysts;~~
•
~~our ability to pay quarterly cash dividends to stockholders;~~
•
~~our ability to meet or exceed our, our investors’ or analysts’ expectations;~~
•
~~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;~~
•
~~investor perceptions of us and our business strategies;~~
•
~~the breadth and liquidity of the market for our common stock;~~
•
~~trading activity in our common stock, including short positions;~~
•
~~actions by institutional or other large stockholders;~~
•
~~changes in the estimation of the future size and growth rate of our markets;~~
•
~~introduction of new products by us or our competitors;~~
•
~~general economic, industry and market conditions worldwide, including the global economic downturn and the recent banking crisis;~~
•
~~developments generally affecting the semiconductor industry;~~
•
~~terrorist acts or acts of war, including the ongoing conflict between Ukraine and Russia;~~
•
~~epidemics and pandemics;~~
•
~~developments with respect to intellectual property rights;~~
•
~~conditions and trends in technology industries;~~
•
~~changes in market valuation or earnings of our competitors;~~
•
~~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;
•
~~ratings published by third-party organizations with respect to our ESG compliance efforts;~~
•
~~our compliance with regulatory mandates focusing on ESG issues; and~~
•
~~our performance against the ESG guidelines set by institutional stockholders and customers, and our ability to meet or exceed their expectations.~~
In addition, the stock market often experiences substantial volatility that may be unrelated to the operating performance of particular companies. These broad market fluctuations may adversely affect the trading price of our common stock.
52

~~Table of Contents~~
~~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 we fail to meet the expectations of these analysts, or 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.
~~Short 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 decreases and 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 and on the return achieved by our stockholders.
~~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. 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 require additional regulatory compliance, such as stockholder approval.
~~General Risk Factors~~
~~Our worldwide operations are subject to health risks, climate crises and other natural disasters, which could have a material adverse effect on our business operations.~~
Our 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 earthquakes or other natural disasters, labor strikes, epidemics and pandemics, and/or health advisories could disrupt our operations and have a material adverse impact on our business and results of operations. For example, in 2022, China experienced a severe heatwave during the summer months in the Sichuan province, which resulted in widespread power shortages, rolling backouts and temporary business shutdowns imposed by the local governments. Although we were able to successfully execute our contingency plan and our operations were not materially and adversely disrupted by the events, we cannot guarantee that we will be able to mitigate the operational risks caused by extreme weather conditions or other events in the future.
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 disruptions. System-wide or local failures that affect our information processing could have material adverse effects on our business, financial condition and results of operations.
~~Our operations and performance could be materially affected by the financial market, economy and geopolitical uncertainties.~~
Uncertainties with the financial market could harm our business and operating results. Recently, Silicon Valley Bank, Credit Suisse and other banks have experienced failures or near failures that have disrupted the global financial and credit markets. Although we have not been directly affected by such events or developments because we did not have any cash deposited at any of these banks nor did we hold investments that have been exposed to bank failure, these events could have an extensive ripple effect on the economy that would directly or indirectly affect our business. It is also possible that one or more banks in which we do have deposits or to which our investments are exposed, could fail or have financial difficulty in the future, which could harm our business, liquidity and financial condition. Bank failures, the risk of additional bank failures and government actions in connection therewith, have sparked additional global recession fears, and may result in continuing higher interest rates, decreased credit availability and further global macroeconomic decline. This could significantly decrease demand from end users of the products into which our products are incorporated by our customers, which would materially and adversely affect our business, operating results and financial condition. Furthermore, all these factors have increased the difficulties in accurately predicting our future revenue and expenses. We are also unable to predict the timing, strength or duration of any such potential impact.
Furthermore, worldwide political conditions may create uncertainties that could adversely affect our business. The U.S. and other regions where we conduct business have been and may continue to be affected by conflicts that could, among other things, disrupt our supply chain, and impact customer demands and component prices. For example, the U.S. and other countries have imposed economic sanctions and export control measures on Russia due to the conflict in Ukraine. Although such measures have not significantly affected our business or operations, future developments could adversely affect our operating results and financial condition.
53

~~Table of Contents~~

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

~~Not applicable.~~Issuer Purchases of Equity Securities

In October 2023, our Board of Directors approved a stock repurchase program authorizing us to repurchase up to $640.0 million in the aggregate of our common stock through October 29, 2026. Shares are retired upon repurchase. We repurchased 6,100 shares of our common stock for an aggregate purchase price of $4.1 million during the three months ended March 31, 2024.

Stock repurchases under the program may be made through open market repurchases, privately negotiated transactions or other structures in accordance with applicable state and federal securities laws, at times and in amounts as management deems appropriate. The timing and the number of shares of any repurchased common stock will be determined by our management based on the evaluation of market conditions, legal requirements, stock price, and other factors. The repurchase program does not obligate us to purchase any particular number of shares and may be suspended, modified, or discontinued at any time without prior notice.

The following table represents details of our stock repurchase transactions during the three months ended March 31, 2024:
Period

Total Number of Shares Purchased

Average Price Paid per Share

Total Number of Shares Purchased as Part of Publicly Announced Program

Approximate Dollar Value of Shares that May Yet Be Purchased Under the Program

(In thousands, except per share amounts)

January 1, 2024 – January 31, 2024
2 $ 602.62 2 $ 634,993
February 1, 2024 – February 29, 2024
2 $ 700.62 2 $ 633,592
March 1, 2024 – March 31, 2024
2 $ 704.53 2 $ 632,183
Total
6 $ 668.17 6

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

~~None.~~Certain of our executive officers have entered into trading plans pursuant to Rule 10b5-1(c) of the Securities Exchange Act of 1934, as amended. A trading plan is a written document that pre-establishes the amounts, prices and dates (or formula for determining the amounts, prices and dates) of future purchases or sales of our common stock, including the exercise and sale of shares acquired pursuant to the 2004 ESPP, and upon vesting of RSUs.
The following table summarizes the adoption of trading plans intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) during the three months ended March 31, 2024:
Name and Title
Adoption Date
Plan Duration
Intended Sale Amount (in shares)
Victor K. Lee, Director February 28, 2024 Through February 28, 2025 Up to 1,000
Saria Tseng, Executive Vice President, Strategic Corporate Development, General Counsel and Corporate Secretary February29,2024 Through February 28, 2025 Up to 38,951
The following table summarizes the termination of trading plans intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) during the three months ended March 31, 2024:
Name and Title
Termination Date
Plan Duration
Intended Sale Amount (in shares)
Sold Amount (in shares)
Deming Xiao, Executive Vice President, Global Operations
February 12, 2024
Through December 31, 2024
Up to 138,180
11,515
During the three months ended March 31, 2024, no pre-existing trading plans intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) were modified, and no other written trading arrangements that are not intended to qualify for the Rule 10b5-1(c) affirmative defense were adopted, modified, or terminated.

5437
Table of Contents

Item 6. Exhibits

Exhibit
No.
Description
~~10.1 (1)~~
~~Letter Agreement with Eileen Wynne.~~
~~10.2 (2)~~
~~Indemnification Agreement with Eileen Wynne.~~
~~10.3~~ ~~Form of Grant Agreement for grants of Performance Stock Units under the Monolithic Power Systems, Inc. Amended and Restated 2014 Equity Incentive Plan.~~
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 Label 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)

*

~~(1) Incorporated by reference to 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 February 8, 2023.~~
~~(2) 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 February 8, 2023.~~
* 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.

5538
Table of Contents

MONOLITHIC POWER SYSTEMS, INC

SIGNATURES

Pursuant to the requirements 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.
Dated: May ~~5, 2023~~3, 2024
By:
/s/ T. Bernie Blegen
T. Bernie Blegen
Executive Vice President and Chief Financial Officer
(Duly Authorized Officer and Principal
Financial and Accounting Officer)

5639

		~~PAGE~~
~~PART I. FINANCIAL INFORMATION~~		3
~~Item 1.~~	~~Financial Statements (unaudited)~~	3
	~~Condensed Consolidated Balance Sheets~~	3
	~~Condensed Consolidated Statements of Operations~~	4
	~~Condensed Consolidated Statements of Comprehensive Income~~	5
	~~Condensed Consolidated Statements of Stockholders’ Equity~~	6
	~~Condensed Consolidated Statements of Cash Flows~~	7
	~~Notes to Condensed Consolidated Financial Statements~~	8
~~Item 2.~~	~~Management’s Discussion and Analysis of Financial Condition and Results of Operations~~	25
~~Item 3.~~	~~Quantitative and Qualitative Disclosures About Market Risk~~	34
~~Item 4.~~	~~Controls and Procedures~~	34

~~PART II. OTHER INFORMATION~~		35
~~Item 1.~~	~~Legal Proceedings~~	35
~~Item 1A.~~	~~Risk Factors~~	35
~~Item 2.~~	~~Unregistered Sales of Equity Securities and Use of Proceeds~~	54
~~Item 3.~~	~~Defaults Upon Senior Securities~~	54
~~Item 4.~~	~~Mine Safety Disclosures~~	54
~~Item 5.~~	~~Other Information~~	54
~~Item 6.~~	~~Exhibits~~	55

		PAGE
PART I. FINANCIAL INFORMATION		4
Item 1.	Financial Statements (unaudited)	4
	Condensed Consolidated Balance Sheets	4
	Condensed Consolidated Statements of Operations	5
	Condensed Consolidated Statements of Comprehensive Income	6
	Condensed Consolidated Statements of Stockholders’ Equity	7
	Condensed Consolidated Statements of Cash Flows	8
	Notes to Condensed Consolidated Financial Statements	9
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	28
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	35
Item 4.	Controls and Procedures	35

PART II. OTHER INFORMATION		36
Item 1.	Legal Proceedings	36
Item 1A.	Risk Factors	36
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	37
Item 3.	Defaults Upon Senior Securities	37
Item 4.	Mine Safety Disclosures	37
Item 5.	Other Information	37
Item 6.	Exhibits	38

	March 31,			December 31,
	2023			2022
ASSETS
Current assets:
Cash and cash equivalents	$	488,972		$	288,607
Short-term investments		428,598			449,266
Accounts receivable, net		184,274			182,714
Inventories		430,830			447,290
Other current assets		89,955			42,742
Total current assets		1,622,629			1,410,619
Property and equipment, net		354,313			357,157
Goodwill		6,571			6,571
Deferred tax assets, net		35,571			35,252
Other long-term assets		207,567			249,286
Total assets	$	2,226,651		$	2,058,885

LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	58,001		$	61,461
Accrued compensation and related benefits		101,881			88,260
Other accrued liabilities		155,961			113,679
Total current liabilities		315,843			263,400
Income tax liabilities		56,900			53,509
Other long-term liabilities		77,647			73,374
Total liabilities		450,390			390,283
Commitments and contingencies
Stockholders’ equity:
Common stock and additional paid-in capital: $0.001 par value; shares authorized: 150,000; shares issued and outstanding: 47,411 and 47,107, respectively		1,017,131			975,276
Retained earnings		777,075			716,403
Accumulated other comprehensive loss		(17,945	)		(23,077	)
Total stockholders’ equity		1,776,261			1,668,602
Total liabilities and stockholders’ equity	$	2,226,651		$	2,058,885

	Three Months Ended March 31,
	2023		2022
Revenue	$	451,065	$	377,714
Cost of revenue		192,285		158,834
Gross profit		258,780		218,880
Operating expenses:
Research and development		63,709		54,104
Selling, general and administrative		70,795		68,642
Total operating expenses		134,504		122,746
Operating income		124,276		96,134
Other income (expense), net		5,297		(634	)
Income before income taxes		129,573		95,500
Income tax expense		19,771		15,934
Net income	$	109,802	$	79,566

Net income per share:
Basic	$	2.32	$	1.71
Diluted	$	2.26	$	1.65
Weighted-average shares outstanding:
Basic		47,234		46,424
Diluted		48,655		48,250

								Accumulated
	*Common Stock and*							*Other*			*Total*
	*Additional Paid-in Capital*				*Retained*			*Comprehensive*			*Stockholders*’
Three Months Ended March 31, 2023	*Shares*		*Amount*		*Earnings*			*Loss*			*Equity*
Balance as of January 1, 2023		47,107	$	975,276	$	716,403		$	(23,077	)	$	1,668,602
Net income		-		-		109,802			-			109,802
Other comprehensive income		-		-		-			5,132			5,132
Dividends and dividend equivalents declared ($1.00 per share)		-		-		(49,130	)		-			(49,130	)
Common stock issued under the employee equity incentive plan		295		1,110		-			-			1,110
Common stock issued under the employee stock purchase plan		9		3,737		-			-			3,737
Stock-based compensation expense		-		37,008		-			-			37,008
Balance as of March 31, 2023		47,411	$	1,017,131	$	777,075		$	(17,945	)	$	1,776,261

	Time-Based RSUs					PSUs and MPSUs					MSUs					Total					*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					*Weighted-*						*Weighted-*					*Weighted-*					*Weighted-*
Outstanding at January 1, 2023		106		$	327.13		748		$	275.70		1,805		$	126.57		2,659		$	176.50
																								*Average*						*Average*					*Average*					*Average*
																								*Grant Date*						*Grant Date*					*Grant Date*					*Grant Date*
																					*Number of*			*Fair Value*		*Number of*				*Fair Value*		*Number of*			*Fair Value*		*Number of*			*Fair Value*
																					*Shares*			*Per Share*		*Shares*				*Per Share*		*Shares*			*Per Share*		*Shares*			*Per Share*
Outstanding at January 1, 2024																						102		$	411.11		482			$	397.77		1,502		$	152.89		2,086		$	222.04
Granted		27		$	467.62		246	(1)	$	449.22		-		$	-		273		$	450.13		21		$	632.98		240		⁽¹⁾	$	609.22		-		$	-		261		$	610.67
Vested		(16	)	$	279.89		(198	)	$	291.65		(81	)	$	23.57		(295	)	$	217.47		(14	)	$	372.30		(57	)		$	287.31		(563	)	$	68.48		(634	)	$	94.76
Forfeited		(2	)	$	361.26		(2	)	$	285.23		(5	)	$	139.15		(9	)	$	225.18		(2	)	$	467.30		-			$	-		-		$	-		(2	)	$	423.45
Outstanding at March 31, 2023		115		$	365.93		794		$	326.02		1,719		$	131.39		2,628		$	200.37
Outstanding at March 31, 2024																						107		$	458.67		665			$	489.68		939		$	203.38		1,711		$	330.53

	*Preliminary*
	*Estimated Net Asset*
	*Fair Value*
Inventory	$	720
Other tangible assets acquired, net of liabilities assumed		1,948
Intangible assets:
Developed technology		8,337
IPR&D		1,612
Total identifiable net assets acquired		12,617
Goodwill		21,066
Total net assets acquired	$	33,683

2023 (remaining nine months)	$	1,756
2024		1,591
2024 (remaining nine months)				$	2,244
2025		1,190			2,411
2026		921			1,636
2027		929			1,418
2028					771
Thereafter		1,509			868
Total remaining lease payments		7,896			9,348
Less: imputed interest		(675	)		(793	)
Total lease liabilities	$	7,221		$	8,555

2023 (remaining nine months)	$	1,112
2024		613
2024 (remaining nine months)			$	554
2025		107		228
2026		20		40
Total	$	1,852	$	822

	Three Months Ended March 31,
Customer	2023			2022
Distributor A		20	%		24	%
Distributor B		21	%		18	%
Distributor C		*			11	%

	Three Months Ended March 31,
Customer	2024			2023
Distributor A		41	%		20	%
Distributor B		13	%		21	%

	Three Months Ended March 31,				*Three Months Ended March 31,*
Country or Region	2023		2022		*2024*		*2023*
China	$	225,052	$	206,079	$	263,040	$	225,052
Taiwan		48,833		56,437		100,450		48,833
South Korea		45,680		40,373		35,537		45,680
Europe		43,103		25,215		17,742		43,103
United States		31,017		13,446		14,820		31,017
Southeast Asia						13,239		26,432
Japan		30,815		19,155		12,948		30,815
Southeast Asia		26,432		16,889
Other		133		120		109		133
Total	$	451,065	$	377,714	$	457,885	$	451,065

	Three Months Ended March 31,				*Three Months Ended March 31,*
Product Family	2023		2022		*2024*		*2023*
Direct Current (“DC”) to DC	$	425,181	$	358,849	$	415,975	$	425,181
Lighting Control		25,884		18,865		41,910		25,884
Total	$	451,065	$	377,714	$	457,885	$	451,065

2023 (remaining nine months)	$	337,545
2024		337,537
2024 (remaining nine months)			$	269,531
2025		353,952		329,050
2026				1,600
2027				29,993
Total	$	1,029,034	$	630,174

	Amortized Cost		Fair Value		*Amortized Cost*		*Fair Value*
Due in less than 1 year	$	252,449	$	249,803	$	738,665	$	737,861
Due in 1 - 5 years		181,774		178,795		60,667		60,255
Due in greater than 5 years		1,571		1,516		525		518
Total	$	435,794	$	430,114	$	799,857	$	798,634

	March 31, 2023									*March 31, 2024*
	Amortized Cost		Unrealized Gains		Unrealized Losses			Fair Value		*Amortized Cost*		*Unrealized Gains*		*Unrealized Losses*			*Fair Value*
Money market funds	$	41,226	$	-	$	-		$	41,226	$	125,235	$	-	$	-		$	125,235
Certificates of deposit		131,042		-		-			131,042		166,157		-		-			166,157
Corporate debt securities		249,743		39		(5,627	)		244,155		61,353		1		(974	)		60,380
Commercial paper		18,163		-		-			18,163
U.S. treasuries and government agency bonds		35,276		83		(121	)		35,238		571,822		7		(250	)		571,579
Auction-rate securities backed by student-loan notes		1,570		-		(54	)		1,516		525		-		(7	)		518
Total	$	477,020	$	122	$	(5,802	)	$	471,340	$	925,092	$	8	$	(1,231	)	$	923,869

	December 31, 2022									*December 31, 2023*
	Amortized Cost		Unrealized Gains		Unrealized Losses			Fair Value		*Amortized Cost*		*Unrealized Gains*		*Unrealized Losses*			*Fair Value*
Money market funds	$	15,462	$	-	$	-		$	15,462	$	135,514	$	-	$	-		$	135,514
Certificates of deposit		130,467		-		-			130,467		127,123		-		-			127,123
Corporate debt securities		300,529		18		(7,961	)		292,586		96,636		4		(1,539	)		95,101
Commercial paper		17,928		-		-			17,928
U.S. treasuries and government agency bonds		8,487		-		(202	)		8,285		358,177		327		(95	)		358,409
Auction-rate securities backed by student-loan notes		1,770		-		(59	)		1,711		574		-		(7	)		567
Total	$	474,643	$	18	$	(8,222	)	$	466,439	$	718,024	$	331	$	(1,641	)	$	716,714

	March 31, 2023															*March 31, 2024*
	Less than 12 Months					Greater than 12 Months					Total					*Less than 12 Months*					*Greater than 12 Months*					*Total*
	Fair Value		Unrealized Losses			Fair Value		Unrealized Losses			Fair Value		Unrealized Losses			*Fair Value*		*Unrealized Losses*			*Fair Value*		*Unrealized Losses*			*Fair Value*		*Unrealized Losses*
Corporate debt securities	$	18,084	$	(68	)	$	212,767	$	(5,559	)	$	230,851	$	(5,627	)	$	5,436	$	(9	)	$	51,943	$	(965	)	$	57,379	$	(974	)
U.S. treasuries and government agency bonds		2,878		(5	)		7,383		(116	)		10,261		(121	)		509,959		(250	)		-		-			509,959		(250	)
Auction-rate securities backed by student-loan notes		-		-			1,516		(54	)		1,516		(54	)		-		-			518		(7	)		518		(7	)
Total	$	20,962	$	(73	)	$	221,666	$	(5,729	)	$	242,628	$	(5,802	)	$	515,395	$	(259	)	$	52,461	$	(972	)	$	567,856	$	(1,231	)

	March 31, 2023
	Total		Level 1		Level 2		Level 3
Money market funds	$	41,226	$	41,226	$	-	$	-
Certificates of deposit		131,042		-		131,042		-
Corporate debt securities		244,155		-		244,155		-
Commercial paper		18,163		-		18,163
U.S. treasuries and government agency bonds		35,238		-		35,238		-
Auction-rate securities backed by student-loan notes		1,516		-		-		1,516
Mutual funds and money market funds under deferred compensation plan		47,114		47,114		-		-
Total	$	518,454	$	88,340	$	428,598	$	1,516

	*March 31, 2024*
	*Total*		*Level 1*		*Level 2*		*Level 3*
Money market funds	$	125,235	$	125,235	$	-	$	-
Certificates of deposit		166,157		-		166,157		-
Corporate debt securities		60,380		-		60,380		-
U.S. treasuries and government agency bonds		571,579		-		571,579		-
Auction-rate securities backed by student-loan notes		518		-		-		518
Mutual funds and money market funds under deferred compensation plan		57,373		57,373		-		-
Total	$	981,242	$	182,608	$	798,116	$	518

	Unrealized Gains (Losses) on Available-for- Sale Securities			Foreign Currency Translation Adjustments			Total
Balance as of January 1, 2023	$	(7,727	)	$	(15,350	)	$	(23,077	)
Other comprehensive income before reclassifications		2,524			2,919			5,443
Tax effect		(311	)		-			(311	)
Net current period other comprehensive income		2,213			2,919			5,132
Balance as of March 31, 2023	$	(5,514	)	$	(12,431	)	$	(17,945	)

	*Unrealized*
	*Losses on*			*Foreign Currency*
	*Available-for-Sale*			*Translation*
	*Securities*			*Adjustments*			*Total*
Balance as of January 1, 2024	$	(2,184	)	$	(24,878	)	$	(27,062	)
Other comprehensive income (loss) before reclassifications		87			(13,822	)		(13,735	)
Tax effect		248			-			248
Net current period other comprehensive income (loss)		335			(13,822	)		(13,487	)
Balance as of March 31, 2024	$	(1,849	)	$	(38,700	)	$	(40,549	)

•	~~Create information security awareness and define responsibilities among our employees and business partners;~~
•	~~Implement controls to identify IT risks and monitor the use of our systems and information resources;~~
•	~~Establish key policies and processes to adequately and timely respond to security threats;~~
•	~~Maintain disaster recovery and business continuity plans; and~~
•	~~Ensure compliance with applicable laws and regulations regarding the management of information security.~~

	Three Months Ended March 31,													Three Months Ended March 31,
End Market	2023		% of Revenue			2022		% of Revenue			Change			2024		% of Revenue			2023		% of Revenue
	(in thousands, except percentages)													(In thousands, except percentages)
Enterprise Data														$	149,727		32.7	%	$	47,163		10.5	%
Storage and Computing	$	119,822		26.6	%	$	96,586		25.6	%		24.1	%		106,121		23.2			119,822		26.6
Enterprise Data		47,163		10.5			42,509		11.2			10.9	%
Automotive		105,342		23.3			54,546		14.4			93.1	%		87,092		19.0			105,342		23.3
Industrial		47,469		10.5			48,538		12.9			(2.2	)%
Communications		67,906		15.1			55,574		14.7			22.2	%		46,645		10.2			67,906		15.1
Consumer		63,363		14.0			79,961		21.2			(20.8	)%		38,074		8.3			63,363		14.0
Industrial															30,226		6.6			47,469		10.5
Total	$	451,065		100.0	%	$	377,714		100.0	%		19.4	%	$	457,885		100.0	%	$	451,065		100.0	%

	March 31,			December 31,			March 31,			December 31,
	2023			2022			2024			2023
	(in thousands, except percentages)						(In thousands, except percentages)
Cash and cash equivalents	$	488,972		$	288,607		$	488,273		$	527,843
Short-term investments		428,598			449,266			798,116			580,633
Total cash, cash equivalents and short-term investments	$	917,570		$	737,873		$	1,286,389		$	1,108,476
Percentage of total assets		41.2	%		35.8	%		49.9	%		45.5	%

Total current assets	$	1,622,629		$	1,410,619		$	1,976,492		$	1,819,499
Total current liabilities		(315,843	)		(263,400	)		(311,880	)		(235,035	)
Working capital	$	1,306,786		$	1,147,219		$	1,664,612		$	1,584,464

•	risks associated with owning our stock, including volatility in our trading price due to our business and financial performance, analyst downgrades, failure to meet our own or analyst expectations, changes to our dividend program, and dilution from issuance of additional shares;

•	~~health risks, climate crises and other natural disasters; and~~

•	~~risks associated with financial market, economy and geopolitical uncertainties, including the recent banking collapse and the Russia-Ukraine conflict.~~

•	~~economic, social and political instability;~~

•	~~longer accounts receivable collection cycles;~~

•	~~actual or anticipated results of operations and financial performance, including our ability to accurately forecast future demand for our products;~~

•	~~actual or anticipated manufacturing capacity limitations;~~

•	~~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 maintain or increase our gross margins;~~

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

•	~~our loss of key customers;~~

•	~~investments in sales and marketing resources to enter new markets;~~

•	~~commencement of or developments relating to litigation;~~

•	~~cyberattacks or other system security, data protection and privacy breaches;~~

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

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

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

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

•	~~our ability to meet or exceed the guidance that we provide to our investors and analysts;~~

•	~~our ability to pay quarterly cash dividends to stockholders;~~

•	~~our ability to meet or exceed our, our investors’ or analysts’ expectations;~~

•	~~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;~~

•	~~investor perceptions of us and our business strategies;~~

•	~~the breadth and liquidity of the market for our common stock;~~

•	~~trading activity in our common stock, including short positions;~~

•	~~actions by institutional or other large stockholders;~~

•	~~changes in the estimation of the future size and growth rate of our markets;~~

•	~~introduction of new products by us or our competitors;~~

•	~~general economic, industry and market conditions worldwide, including the global economic downturn and the recent banking crisis;~~

•	~~developments generally affecting the semiconductor industry;~~

•	~~terrorist acts or acts of war, including the ongoing conflict between Ukraine and Russia;~~

•	~~epidemics and pandemics;~~

•	~~developments with respect to intellectual property rights;~~

•	~~conditions and trends in technology industries;~~

•	~~changes in market valuation or earnings of our competitors;~~

•	~~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;

•	~~ratings published by third-party organizations with respect to our ESG compliance efforts;~~

•	~~our compliance with regulatory mandates focusing on ESG issues; and~~

•	~~our performance against the ESG guidelines set by institutional stockholders and customers, and our ability to meet or exceed their expectations.~~

Period	Total Number of Shares Purchased		Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Program		Approximate Dollar Value of Shares that May Yet Be Purchased Under the Program
	(In thousands, except per share amounts)
January 1, 2024 – January 31, 2024		2	$	602.62		2	$	634,993
February 1, 2024 – February 29, 2024		2	$	700.62		2	$	633,592
March 1, 2024 – March 31, 2024		2	$	704.53		2	$	632,183
Total		6	$	668.17		6

Name and Title	Adoption Date	Plan Duration	Intended Sale Amount (in shares)
Victor K. Lee, Director	February 28, 2024	Through February 28, 2025	Up to 1,000
Saria Tseng, Executive Vice President, Strategic Corporate Development, General Counsel and Corporate Secretary	February29,2024	Through February 28, 2025	Up to 38,951