Document and Entity Information
Document and Entity Information - USD ($) $ in Billions | 12 Months Ended | ||
Dec. 31, 2022 | Feb. 03, 2023 | Jun. 30, 2022 | |
Document Information [Line Items] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2022 | ||
Document Fiscal Year Focus | 2022 | ||
Document Fiscal Period Focus | FY | ||
Trading Symbol | PI | ||
Entity Registrant Name | IMPINJ, INC. | ||
Entity Central Index Key | 0001114995 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Entity Filer Category | Large Accelerated Filer | ||
Entity Shell Company | false | ||
Entity Emerging Growth Company | false | ||
ICFR Auditor Attestation Flag | true | ||
Entity Small Business | false | ||
Entity Common Stock, Shares Outstanding | 26,157,089 | ||
Entity Public Float | $ 1.3 | ||
Entity Interactive Data Current | Yes | ||
Title of 12(b) Security | Common Stock, $0.001 par value per share | ||
Security Exchange Name | NASDAQ | ||
Entity File Number | 001-37824 | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 91-2041398 | ||
Entity Address, Address Line One | 400 Fairview Avenue North | ||
Entity Address, Address Line Two | Suite 1200 | ||
Entity Address, City or Town | Seattle | ||
Entity Address, State or Province | WA | ||
Entity Address, Postal Zip Code | 98109 | ||
City Area Code | 206 | ||
Local Phone Number | 517-5300 | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Auditor Name | Ernst & Young LLP | ||
Auditor Firm ID | 42 | ||
Auditor Location | Seattle, Washington | ||
Documents Incorporated by Reference | DOCUMENTS INCORPORATED BY REFERENCE The information required by Part III of this report, to the extent not set forth herein, is incorporated in this report by reference to the registrant’s definitive proxy statement relating to its 2023 annual meeting of stockholders. The definitive proxy statement will be filed with the Securities and Exchange Commission within 120 days of the registrant’s fiscal year ended December 31, 2022 . |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash and cash equivalents | $ 19,597 | $ 123,903 |
Short-term investments | 154,148 | 69,443 |
Accounts receivable, net of allowances of $755 and $1,132 at December 31, 2022 and 2021, respectively | 49,996 | 35,449 |
Inventory | 46,397 | 21,958 |
Prepaid expenses and other current assets | 5,032 | 5,049 |
Total current assets | 275,170 | 255,802 |
Long-term investments | 19,200 | 14,225 |
Property and equipment, net | 39,027 | 27,500 |
Operating lease right-of-use assets | 10,490 | 11,667 |
Other non-current assets | 1,969 | 2,462 |
Goodwill | 3,881 | 3,881 |
Total assets | 349,737 | 315,537 |
Current liabilities: | ||
Accounts payable | 25,024 | 11,732 |
Accrued compensation and employee related benefits | 9,048 | 6,365 |
Accrued and other current liabilities | 2,925 | 3,072 |
Current portion of operating lease liabilities | 3,122 | 4,143 |
Current portion of long-term debt | 9,633 | |
Current portion of deferred revenue | 2,250 | 558 |
Total current liabilities | 42,369 | 35,503 |
Long-term debt, net of current portion | 280,244 | 278,661 |
Operating lease liabilities, net of current portion | 11,066 | 11,934 |
Other long-term liabilities | 118 | 279 |
Deferred revenue, net of current portion | 349 | 236 |
Total liabilities | 334,146 | 326,613 |
Commitments and contingencies (Note 11) | ||
Stockholders' equity (deficit): | ||
Preferred stock, $0.001 par value -- 5,000 shares authorized, no shares issued and outstanding at December 31, 2022 and 2021 | ||
Common stock, $0.001 par value -- 495,000 shares authorized, 26,098 and 24,737 shares issued and outstanding at December 31, 2022 and 2021, respectively | 26 | 25 |
Additional paid-in capital | 403,599 | 351,422 |
Accumulated other comprehensive loss | (1,249) | (39) |
Accumulated deficit | (386,785) | (362,484) |
Total stockholders' equity (deficit) | 15,591 | (11,076) |
Total liabilities and stockholders' equity (deficit) | $ 349,737 | $ 315,537 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Statement of Financial Position [Abstract] | ||
Accounts receivable, allowances | $ 755 | $ 1,132 |
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 495,000,000 | 495,000,000 |
Common stock, shares issued | 26,098,000 | 24,737,000 |
Common stock, shares outstanding | 26,098,000 | 24,737,000 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Income Statement [Abstract] | |||
Revenue | $ 257,800 | $ 190,283 | $ 138,923 |
Cost of revenue | 119,916 | 91,329 | 73,783 |
Gross profit | 137,884 | 98,954 | 65,140 |
Operating expenses: | |||
Research and development | 74,106 | 64,058 | 48,590 |
Sales and marketing | 37,894 | 34,287 | 28,663 |
General and administrative | 45,465 | 36,137 | 34,958 |
Restructuring costs | (102) | 1,721 | |
Total operating expenses | 157,363 | 136,203 | 112,211 |
Loss from operations | (19,479) | (37,249) | (47,071) |
Other income, net | 2,517 | 25 | 650 |
Induced conversion expense | (2,232) | (11,333) | |
Interest expense | (4,923) | (2,550) | (5,413) |
Loss before income taxes | (24,117) | (51,107) | (51,834) |
Income tax expense | (184) | (153) | (89) |
Net loss | $ (24,301) | $ (51,260) | $ (51,923) |
Net loss per share basic | $ (0.95) | $ (2.12) | $ (2.28) |
Net loss per share diluted | $ (0.95) | $ (2.12) | $ (2.28) |
Weighted-average shares outstanding basic | 25,539 | 24,176 | 22,819 |
Weighted-average shares outstanding diluted | 25,539 | 24,176 | 22,819 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Loss - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Statement of Comprehensive Income [Abstract] | |||
Net loss | $ (24,301) | $ (51,260) | $ (51,923) |
Other comprehensive loss, net of tax: | |||
Unrealized loss on investments | (1,210) | (42) | (31) |
Total other comprehensive loss | (1,210) | (42) | (31) |
Comprehensive loss | $ (25,511) | $ (51,302) | $ (51,954) |
Consolidated Statements of Chan
Consolidated Statements of Changes in Stockholders' Equity - USD ($) shares in Thousands, $ in Thousands | Total | Cumulative-effect Adjustment from Adoption of ASU 2020-06 | Common Stock | Additional Paid-In Capital | Additional Paid-In Capital Cumulative-effect Adjustment from Adoption of ASU 2020-06 | Accumulated Deficit | Accumulated Deficit Cumulative-effect Adjustment from Adoption of ASU 2020-06 | Accumulated Other Comprehensive Income (loss) |
Beginning balance at Dec. 31, 2019 | $ 125,239 | $ 22 | $ 387,926 | $ (262,743) | $ 34 | |||
Beginning balance, shares at Dec. 31, 2019 | 22,217 | |||||||
Issuance of common stock | 10,159 | $ 1 | 10,158 | |||||
Issuance of common stock, shares | 1,133 | |||||||
Stock-based compensation | 25,675 | 25,675 | ||||||
Net loss | (51,923) | (51,923) | ||||||
Other comprehensive loss | (31) | (31) | ||||||
Ending balance at Dec. 31, 2020 | 109,119 | $ (29,301) | $ 23 | 423,759 | $ (32,743) | (314,666) | $ 3,442 | 3 |
Ending balance, shares at Dec. 31, 2020 | 23,350 | |||||||
Issuance of common stock | 17,648 | $ 2 | 17,646 | |||||
Issuance of common stock, shares | 1,387 | |||||||
Stock-based compensation | 40,498 | 40,498 | ||||||
Induced conversion on 2019 Notes (Note 7) | (97,738) | (97,738) | ||||||
Net loss | (51,260) | (51,260) | ||||||
Other comprehensive loss | (42) | (42) | ||||||
Ending balance at Dec. 31, 2021 | (11,076) | $ 25 | 351,422 | (362,484) | (39) | |||
Ending balance, shares at Dec. 31, 2021 | 24,737 | |||||||
Issuance of common stock | 15,416 | $ 1 | 15,415 | |||||
Issuance of common stock, shares | 1,361 | |||||||
Stock-based compensation | 42,443 | 42,443 | ||||||
Induced conversion on 2019 Notes (Note 7) | (5,681) | (5,681) | ||||||
Net loss | (24,301) | (24,301) | ||||||
Other comprehensive loss | (1,210) | (1,210) | ||||||
Ending balance at Dec. 31, 2022 | $ 15,591 | $ 26 | $ 403,599 | $ (386,785) | $ (1,249) | |||
Ending balance, shares at Dec. 31, 2022 | 26,098 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Operating activities: | |||
Net loss | $ (24,301) | $ (51,260) | $ (51,923) |
Adjustments to reconcile net loss to net cash provided by operating activities: | |||
Depreciation | 6,044 | 4,602 | 4,504 |
Stock-based compensation | 42,443 | 40,498 | 25,675 |
Accretion of discount or amortization of premium on investments | (233) | 896 | 224 |
Amortization of debt issuance costs | 1,601 | 568 | 3,680 |
Loss on fixed asset disposal | 57 | ||
Induced conversion expense related to convertible notes | 2,232 | 11,333 | |
Settlement and related costs | (460) | ||
Changes in operating assets and liabilities: | |||
Accounts receivable | (14,547) | (10,446) | (1,268) |
Inventory | (24,439) | 14,371 | (2,176) |
Prepaid expenses and other assets | 852 | (770) | (3,081) |
Accounts payable | 7,371 | 2,340 | 3,491 |
Accrued compensation and employee related benefits | 2,683 | 836 | (330) |
Accrued and other liabilities | (215) | 987 | (1,357) |
Operating lease right-of-use assets | 3,414 | 2,792 | 2,740 |
Operating lease liabilities | (4,126) | (3,528) | (3,380) |
Deferred revenue | 1,805 | (6,294) | 6,324 |
Net cash provided by (used in) operating activities | 641 | 6,465 | (16,877) |
Investing activities: | |||
Purchases of investments | (205,749) | (84,412) | (82,735) |
Proceeds from maturities of investments | 114,750 | 82,000 | 49,522 |
Proceeds from sale of property and equipment | 279 | ||
Purchases of property and equipment | (12,079) | (16,230) | (3,074) |
Net cash used in investing activities | (102,799) | (18,642) | (36,287) |
Financing activities: | |||
Principal payments on finance lease obligations | (2) | (257) | |
Proceeds from exercise of stock options and employee stock purchase plan | 15,416 | 17,648 | 10,159 |
Net cash provided by (used in) financing activities | (2,148) | 112,444 | 9,902 |
Net increase (decrease) in cash and cash equivalents | (104,306) | 100,267 | (43,262) |
Cash and cash equivalents | |||
Beginning of period | 123,903 | 23,636 | 66,898 |
End of period | 19,597 | 123,903 | 23,636 |
Supplemental disclosure of cashflow information: | |||
Cash paid for interest | 3,420 | 1,559 | 1,720 |
Purchases of property and equipment not yet paid | 6,245 | 417 | 1,076 |
Disposal of fully depreciated property and equipment | 199 | 4,467 | $ 308 |
2019 Notes | |||
Financing activities: | |||
Payment of 2019 Notes | $ (17,564) | (183,624) | |
2021 Notes | |||
Financing activities: | |||
Proceeds from issuance of 2021 Notes, net of issuance costs | $ 278,422 |
Description of Business
Description of Business | 12 Months Ended |
Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Description of Business | Note 1. Description of Business Impinj, Inc., a Delaware corporation, is headquartered in Seattle, Washington. The Impinj platform wirelessly connects items and delivers data about the connected items to business and consumer applications enabled by our partner network. Impinj's revenue derives from selling our platform's constituent elements — endpoint ICs, reader ICs, readers, gateways and software — as well as from development, service and license agreements. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 2. Summary of Significant Accounting Policies Basis of Presentation and Principles of Consolidation The accompanying consolidated financial statements include Impinj, Inc. and its wholly owned subsidiaries. We have eliminated intercompany balances and transactions in consolidation. We have reclassified certain amounts on our consolidated balance sheets in prior period to conform to current period presentation. We have prepared these consolidated financial statements in conformity with U.S. generally accepted accounting principles, or GAAP. Use of Estimates Preparing financial statements in conformity with GAAP requires management to make certain estimates, judgments and assumptions that affect the reported amounts of assets and liabilities and related disclosures as of the date of the financial statements, as well as the reported revenue and expenses during the periods presented. On an ongoing basis, we evaluate our estimates, including those related to revenue recognition, sales incentives, percentage completion of development contracts, inventory excess and obsolescence, income taxes and fair value of stock awards. To the extent there are material differences between our estimates, judgments, or assumptions and actual results, our financial statements will be affected. Concentrations of Credit Risk Financial instruments, which potentially subject us to credit-risk concentration, comprise primarily cash equivalents, investments and accounts receivable. We place our cash and cash equivalents and investments with major financial institutions, which management assesses to be of high credit quality, to limit our investment exposure. We extend credit to customers based on our evaluation of the customer’s financial condition and generally do not require collateral. The following tables present total revenue and accounts receivable concentration for the indicated periods as of the dates presented: Year Ended December 31, 2022 2021 2020 Revenue: Avery Dennison (1) 28 % 32 % 32 % Arizon 10 11 10 38 % 43 % 42 % (1) Includes revenue concentration related to Smartrac. Avery Dennison acquired Smartrac in March 2020. As of December 31, 2022 2021 Accounts Receivable: Avery Dennison (1) 24 % 21 % Arizon 13 13 Intel * 13 Blue Star * 13 37 % 60 % * Less than 10% (1) Includes accounts receivable concentration related to Smartrac. Concentration of Supplier Risk We outsource the manufacturing and production of our hardware products to a small number of suppliers. We believe other suppliers could provide similar products on comparable terms if needed. However, a supplier change would delay manufacturing and could cause a sales loss, which would adversely affect our operating results. Cash and Cash Equivalents Cash includes demand deposits with banks or financial institutions. Cash equivalents include short-term, highly liquid investments that are both readily convertible to known amounts of cash and so near their maturity that they present minimal risk of changes in value because of changes in interest rates. Our cash equivalents are solely investments with an original or remaining maturity of three months or less at the date of purchase. We regularly maintain cash amounts exceeding federally insured limits at financial institutions. Investments Our investments comprise fixed income securities, including U.S. government securities, corporate notes and bonds, commercial paper and asset-backed securities. The contractual maturities of some of our available-for-sale, or AFS, debt securities exceed a year and are classified as long-term investments on our balance sheet. We carry AFS debt securities at fair value with unrealized gains and losses reported as a component of other comprehensive income (loss). Our investments are subject to a periodic impairment review. We recognize an impairment charge when a decline in fair value of its investments below the cost basis is determined to be other-than-temporary. Factors we consider in determining whether a loss is temporary include the extent and length of time the investment's fair value has been lower than its cost basis, the financial condition and near-term prospects of the investee, our intent to sell the security and whether or not we will be required to sell the security prior to the expected recovery of the investment's amortized cost basis. No such impairment changes were recorded during the years ended December 31, 2022, 2021 and 2020. See Note 3 t ables for the cost or amortized cost, gross unrealized gains, gross unrealized losses and total estimated fair value of our financial assets as of December 31, 2022 and 2021. Fair Value Measurement Accounting standards define fair value as the price that would be received to sell an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market in an orderly transaction between market participants on the measurement date. The standards also establish a fair value hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. There are three levels of inputs that may be used to measure fair value: • Level 1 — Quoted prices in active markets for identical assets or liabilities. • Level 2 — Assets and liabilities valued based on observable market data for similar instruments, such as quoted prices for similar assets or liabilities. • Level 3 — Unobservable inputs that are supported by little or no market activity; instruments valued on the best available data, some of which are internally developed; and considered risk premiums that a market participant would require. We applied the following methods and assumptions in estimating our fair value measurements: Cash Equivalents — Cash equivalents comprise highly liquid investments, including money market funds with original or remaining maturities of less than three months at the acquisition date. We record the fair value measurement of these assets based on quoted market prices in active markets. Investments — Our investments comprise fixed income securities, which include U.S. government securities, corporate notes and bonds, commercial paper, treasury bills and asset-backed securities. We base the fair value measurement of these assets on observable market-based inputs or inputs that are derived principally from, or corroborated by, observable market data by correlation or other means. Debt —See Note 7 for the carrying amount and estimated fair value of our convertible senior notes due 2027 . Accounts Receivable and Allowances Accounts receivable comprises amounts billed and currently due from customers, net of allowances for doubtful accounts, sales returns and price exceptions. The allowance for doubtful accounts is our best estimate of the amount of probable lifetime-expected credit losses in existing accounts receivable and is determined based on our historical collections experience, age of the receivable, knowledge of the customer and the condition of the general economy and industry as a whole. We record changes in our estimate of the allowance for doubtful accounts through bad debt expense and write off the receivable and corresponding allowance when accounts are ultimately determined to be uncollectible. We include bad debt expense in general and administrative expenses. For the periods presented in this report, bad debt expense and the allowance for doubtful account were not material. We derive most of our accounts receivable from sales to original equipment manufacturers, or OEMs, original design manufacturers, or ODMs, solution providers, and distributors who are large, well-established companies. We do not have customers that represent a significant credit risk based on current economic conditions and past collection experience. Also, we have not had material past-due balances on our accounts receivable as of December 31, 2022 or 2021. The allowance for sales returns and price exceptions is our best estimate based on our historical experience and currently available evidence. We record changes in our estimate of the allowance for sales returns and price exceptions through revenue, and relieve the allowance when we receive product returns or process claims for price exceptions. The following table summarizes our allowance for sales returns (in thousands): Balance at Beginning of Year Additional Reserve Applied Sales Return Balance at End of Year Allowance for sales returns and price exceptions: During year ended December 31, 2022 $ 947 $ 1,899 $ ( 2,241 ) $ 605 During year ended December 31, 2021 406 2,780 ( 2,239 ) 947 During year ended December 31, 2020 1,072 1,109 ( 1,775 ) 406 Inventory We state inventories at the lower of cost or estimated net realizable value using the average costing method, which approximates a first-in, first-out method. Inventories comprise raw materials, work-in-process and finished goods. We continuously assess the value of our inventory and write down its value for estimated excess and obsolete inventory. This evaluation includes an analysis of inventory on hand, current and forecasted demand, product development plans and market conditions. If future demand or market conditions are less favorable than our projections, or our product development plans change from current expectations, then a write-down of excess or obsolete inventory may be required and would be reflected in cost of goods sold in the period the updated information is known. Sales of fully reserved inventory had an immaterial impact on our 2022 gross margin and a favorable net impact of 1.5 % on our 2021 gross margin. We recorded inventory excess and obsolescence charges which had an unfavorable net impact of 2.2 % on our 2020 gross margin. The 2021 favorable net impact was primarily from sales of fully reserved inventory, primarily endpoint ICs and readers included in the excess and obsolescence charge recorded below. During 2020, we recorded excess and obsolescence charges due primarily to reduced demand for older-generation endpoint ICs and EU gateways, which reduced the inventory value of the impacted products to zero. At the time, we expected future demand to be met by our newer generation endpoint ICs and EU gateways. Instead, because of industry-wide wafer shortages and reader supply constraints in 2022 and 2021, we sold a significant portion of the reserved endpoint ICs and gateways in the years ended December 31, 2022 and 2021. Property and Equipment We record property and equipment at cost and depreciate it using the straight-line method over the estimated useful lives of the related assets. The useful lives are as follows: Category Useful Life Machinery and equipment 2 to 10 years Computer equipment and software 3 to 5 years Furniture and fixtures 3 to 7 years Equipment acquired under finance leases 3 to 7 years Leasehold improvements Shorter of remaining lease term or expected useful life We charge maintenance and repair costs to expense when incurred. We capitalize major improvements, which extend the useful life of the related asset. Upon disposal of a fixed asset, we record a gain or loss based on the differences between the proceeds received and the net book value of the disposed asset. Other Assets Other assets primarily comprise capitalized implementation costs from cloud computing arrangements and security deposits. We capitalize eligible costs associated with cloud computing arrangements over the term of the arrangement, plus reasonably certain renewals, and recognize those costs on a straight-line basis in the same line item in the consolidated statement of operations as the expense for fees associated with the cloud computing arrangement. Cloud computing arrangement costs, included in prepaid expenses and other current assets, were $ 413,000 and $ 413,000 , and other non-current assets w ere $ 1.8 million and $ 2.3 million, as of December 31, 2022 and 2021, respectively. Amortization expense associated with the cloud computing arrangements was $ 413,000 for 2022, $ 215,000 for 2021 and not material for 2020. We present cash flows related to capitalized implementation costs in cash flows used in operating activities. Goodwill Goodwill is measured as the excess of the cost of acquisition over the sum of the amounts assigned to identifiable tangible and intangible assets acquired less liabilities assumed. We perform an annual impairment assessment of goodwill at the reporting unit level as of September 30, or more frequently if indicators of potential impairment exist. Our annual impairment assessment requires a comparison of the fair value of our reporting unit to the carrying value. If the fair value of a reporting unit exceeds its carrying amount, goodwill of the reporting unit is considered not impaired. If the carrying value of a reporting unit is greater than its fair value, we will recognize an impairment loss in an amount equal to that excess, limited to the total amount of goodwill allocated to that reporting unit. Additionally, we will consider the income tax effect from any tax deductible goodwill on the carrying amount of the reporting unit when measuring the goodwill impairment loss. Revenue Recognition We generate revenue primarily from sales of hardware products. We also generate revenue from software, extended warranties, enhanced maintenance, support services, and nonrecurring engineering, or NRE, development services, none of which are material. We recognize revenue when we transfer control of the promised goods or services to our customers, which for hardware sales is generally at the time of product shipment as determined by agreed-upon shipping terms. We measure revenue based on the amount of consideration we expect to be entitled-to in exchange for those goods or services. We expect the period between when we transfer control of promised goods or services and when we receive payment to be one year or less, and that expectation is consistent with our historical experience. As such, we do not adjust our revenue for the effects of a significant financing component. We recognize any variable consideration, which comprises primarily sales incentives, as revenue reduction at the time of revenue recognition. We estimate sales incentives based on our historical experience and current expectations at the time of revenue recognition and update them at the end of each reporting period as additional information becomes available. Our reader and gateway products are highly dependent on embedded software and cannot function without this embedded software. We account for the hardware and embedded software as a single performance obligation and recognize revenue when control is transferred. Our customer contracts with multiple performance obligations generally include a combination of hardware products, standalone software, extended warranty, enhanced maintenance and support services. For these contracts, we account for individual performance obligations separately if they are distinct. We allocate the transaction price to the separate performance obligations on a relative standalone selling-price basis. In instances where the standalone selling price is not directly observable, such as when we do not sell the product or service separately, we determine the standalone selling price using one, or a combination of, the adjusted market assessment or expected cost-plus margin. We defer amounts allocated to extended warranty and enhanced maintenance sold with our reader and gateway products and recognize them on a straight-line basis over the term of the arrangement, which is typically from one to three years . We defer amounts allocated to support services sold with our reader and gateway products and recognize them when we transfer control of the promised services to our customers. For NRE development agreements that involve significant production, modification or customization of our products, we generally recognize revenue over the performance period using the cost-input method because it best depicts the transfer of services to the customer. We receive payments under these agreements based on a billing schedule. Contract assets relate to our conditional right to consideration for our completed performance under these agreements. We record accounts receivable when the right to consideration becomes unconditional. For the periods presented in this report, our contract assets, deferred revenue and the value of unsatisfied performance obligations for NRE development agreements are not material. If a customer pays consideration before we transfer a good or service under the contract, then we classify those amounts as contract liabilities or deferred revenue. We recognize contract liabilities as revenue when we transfer control of the promised goods or services to our customers. Payment terms typically range from 30 to 120 days . We present revenue net of sales tax in our consolidated statements of operations. We include shipping charges billed to customers in revenue and the related shipping costs in cost of revenue. Practical Expedients and Exemptions: We expense sales commissions when incurred because we expect the amortization period to be one year or less. We record these costs within sales and marketing expenses. We do not disclose the value of unsatisfied performance obligations for (1) contracts with an original expected length of one year or less and (2) contracts for which we recognize revenue at the amount to which we have the right to invoice for services performed. Product Warranties We provide limited warranty coverage for most products, generally ranging from a period of 90 days to one year from the date of shipment. We record a liability for the estimated cost of these warranties based on historical claims, product failure rates and other factors when we recognize the related revenue. We review these estimates periodically and adjust our warranty reserves when actual experience differs from historical estimates or when other information becomes available. The warranty liability primarily includes the anticipated cost of materials, labor and shipping necessary to repair or replace the product. Accrued warranty costs in 2022, 2021 and 2020 were not material. Leases We determine whether an arrangement is or contains a lease at inception. Right-of-use, or ROU, assets represent our right to use an identified asset for the lease term. Lease liabilities represent our obligation to make lease payments arising from the lease. We recognize operating lease ROU assets and liabilities at commencement date based on the present value of future lease payments over the lease term. We use an incremental borrowing rate in determining the present value of future lease payments because our operating leases do not provide an implicit rate. Our incremental borrowing rate is based on a credit-adjusted risk-free rate, which best approximates a secured rate over a similar term of lease. We recognize lease expense for lease payments on a straight-line basis over the lease term. Our lease agreements may contain variable costs such as common area maintenance, insurance, real estate taxes or other costs. We expense variable lease costs on the consolidated statements of operations as incurred. Our lease agreements generally do not contain any residual value guarantees or restrictive covenants. We have various noncancellable operating lease agreements for office, warehouse and research and development space in the U.S., China, Thailand, Brazil and Mala ysia, with expiration dates from 2023 to 2029 . Certain of these arrangements have free or escalating rent payment provisions and optional renewal and termination clauses that we factor into the classification and measurement of the lease when appropriate. These lease agreements typically include lease and non-lease components and are generally accounted for as a single lease component. We consider variable CAM expenses for real estate leases as non-lease components. We do not record l eases with an initial term of 12 months or less on our consolidated balance sheet; we instead recognize lease expense for these leases on a straight-line basis over the lease term. Research and Development Costs Research and development expense comprises primarily personnel expenses (salaries, benefits and other employee related costs) and stock-based compensation expense for our product-development personnel; external consulting and service costs; prototype materials; other new-product development costs; and an allocated portion of infrastructure costs which include occupancy, depreciation and software costs. Foreign Currency We consider our foreign subsidiaries to be extensions of the U.S. Company. The functional currency of our foreign subsidiaries is the U.S. dollar. We include gains and losses resulting from remeasuring transactions denominated in currencies other than U.S. dollars in other income, net on the consolidated statements of operations. Income Taxes We use the asset and liability approach for accounting, which requires recognizing deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the financial statement and tax bases. We measure deferred tax assets and liabilities using enacted tax rates expected to be in effect when the assets and liabilities are recovered or settled. We recognize the effects of a change in tax rates on deferred tax assets and liabilities in the year of the enactment date. We determine deferred tax assets, including historical net operating losses and deferred tax liabilities, based on temporary differences between the book and tax bases of the assets and liabilities. We believe that it is currently more likely than not that our deferred tax assets will not be realized and, as such, we have recorded a full valuation allowance for these assets. We evaluate the likelihood of our ability to realize deferred tax assets in future periods on a quarterly basis, and if evidence indicates we will be able to realize some or all of our deferred tax assets then we will revise our valuation allowance accordingly. We use a two-step approach for evaluating uncertain tax positions. First, we evaluate recognition, which requires us to determine if the weight of available evidence indicates that a tax position is more likely than not to be sustained upon audit, including resolution of related appeals or litigation processes. If we consider a tax position more likely than not to be unsustained, then no benefits of the position are recognized. Second, we measure the uncertain tax position based on the largest amount of benefit which is more likely than not to be realized on effective settlement. This process involves estimating our actual current tax exposure, including assessing the risks associated with tax audits, together with assessing temporary differences resulting from the different treatment of items for tax and financial reporting purposes. If actual results differ from our estimates, then our net operating loss and credit carryforwards could be materially impacted. Us realizing the benefits of the NOLs and credit carryforwards depends on sufficient taxable income in future years. We have established a valuation allowance against the carrying value of our deferred tax assets, as it is currently more likely than not we will be unable to realize these deferred tax assets. In addition, using NOLs and credits to offset future income subject to taxes may be subject to substantial annual limitations due to the “change in ownership” provisions of the Code and similar state provisions. Events that cause limitations in the amount of NOLs that we may use in any one year include, but are not limited to, a cumulative ownership change of more than 50 %, as defined by Code Sections 382 and 383, over a three-year period. Using our NOLs and tax credit carryforwards could be significantly reduced if a cumulative ownership change of more than 50% has occurred in our past or occurs in our future. Stock-Based Compensation We have various equity award plans (“Plans”) for granting share-based awards to employees, consultants and non-employee directors of the Company. The Plans provide for granting several available forms of stock compensation such as stock option awards, restricted stock units, or RSUs, RSUs with performance conditions, or PSUs, and RSUs with market and service conditions, or MSUs. We measure stock-based compensation costs for all share-based awards at fair value on the measurement date, which is typically the grant date. We determine the fair value of stock options using the Black-Scholes option-pricing model, which considers, among other things, estimates and assumptions on the expected life of the options, stock price volatility and market value of the Company’s common stock. We determine the fair value of RSUs and PSUs based on the closing price of our common stock at grant date. Additionally, for awards with a market condition, we use a Monte Carlo simulation model to estimate grant date fair value, which takes into consideration the range of possible stock price of total stockholder return outcomes. Net Loss per Share We compute net loss per share by dividing net loss by the weighted-average number of shares of common stock outstanding. We have outstanding stock options, RSUs, PSUs, MSUs and an ESPP, each of which we include in our calculation of diluted net loss per share if their effect would be dilutive. We compute diluted net loss per share by considering all potential dilutive common stock equivalents outstanding for the period. We used the treasury stock method for calculating any potential dilutive effect of the conversion of the 2019 Notes on diluted net loss per share for the year ended December 31, 2020. Upon us adopting ASU 2020-06 using the modified retrospective transition method on January 1, 2021, we applied the “if-converted” method for calculating any potential dilutive effect of the conversion of the 2019 and 2021 Notes on diluted net loss per share for the years ended December 31, 2022 and 2021. For more information about the 2019 and 2021 Notes, please refer to Note 7 to our consolidated financial statements. Recently Adopted Accounting Standards In August 2020, the FASB issued guidance on debt with conversion and other options, or ASU 2020-06. This guidance eliminates the beneficial and cash-conversion accounting models for convertible instruments and amends the derivative scope exception for contracts in an entity’s own equity. Additionally, this guidance requires the application of the “if-converted” method to calculate the impact of convertible instruments on diluted earnings per share. We adopted ASU 2020-06 on January 1, 2021 using the modified retrospective transition method and accounted for our 2019 Notes on a whole-instrument basis. We recorded a $ 29.3 million increase to long-term debt, a $ 32.7 million decrease to additional paid-in capital and a $ 3.4 million decrease to accumulated deficit on January 1, 2021. Interest expense decreased for the year ended December 31, 2021 compared with the years ended December 31, 2020 and December 31, 2019, respectively, as we no longer separate an equity component of the 2019 Notes and incur amortization of debt discount. We had no changes to net deferred tax liabilities, due to the decrease in deferred tax liability being offset by a corresponding increase in valuation allowance upon adoption. We present our consolidated financial statements as of and for the year ended December 31, 2021, under ASU 2020-06. We have no t adjusted the comparative prior reporting periods and continue to report them in accordance with our historical accounting policy. |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Note 3. Fair Value Measurements The following table presents the balances of assets measured at fair value on a recurring basis, by level within the fair value hierarchy, as of the dates presented (in thousands): December 31, 2022 December 31, 2021 Level 1 Level 2 Total Level 1 Level 2 Total Cash equivalents: Money market funds $ 14,620 $ — $ 14,620 $ 113,058 $ — $ 113,058 Total cash equivalents 14,620 — 14,620 113,058 — 113,058 Short-term investments: U.S. government agency securities — 78,621 78,621 — 4,066 4,066 Corporate notes and bonds — 26,953 26,953 — 36,966 36,966 Commercial paper — 24,073 24,073 — 16,489 16,489 Treasury bill — 11,359 11,359 — 4,490 4,490 Yankee bonds — 1,939 1,939 — — — Agency bonds — 2,882 2,882 — — — Asset-backed securities — 8,321 8,321 — 7,432 7,432 Total short-term investments — 154,148 154,148 — 69,443 69,443 Long-term investments: U.S. government agency securities — 13,462 13,462 — 14,225 14,225 Yankee bonds — 1,869 1,869 — — — Agency bonds — 2,983 2,983 — — — Asset-backed securities — 886 886 — — — Total long-term investments — 19,200 19,200 — 14,225 14,225 Total $ 14,620 $ 173,348 $ 187,968 $ 113,058 $ 83,668 $ 196,726 We did no t have any Level 3 assets as of December 31, 2022 or 2021 . We did no t have any liabilities measured at fair value as of December 31, 2022 or 2021 . We expect short-term investments to mature within 1 year of the reporting date. We expect long-term investments to mature between 1 and 2 years from the reporting date. See Note 7 for the carrying amount and estimated fair value of our convertible senior notes due 2027 . The following tables present the cost or amortized cost, gross unrealized gains, gross unrealized losses and total estimated fair value of our financial assets as of the dates presented (in thousands): December 31, 2022 Cost or Gross Gross Total Estimated Amortized Cost Unrealized Gains Unrealized Losses Fair Value Description: Money market funds $ 14,620 $ — $ — $ 14,620 U.S. government agency securities 93,065 — ( 982 ) 92,083 Corporate notes and bonds 27,133 6 ( 186 ) 26,953 Yankee bonds 3,815 — ( 7 ) 3,808 Commercial paper 24,073 — — 24,073 Treasury bill 11,361 2 ( 4 ) 11,359 Agency bond 5,863 4 ( 2 ) 5,865 Asset-backed securities 9,287 2 ( 82 ) 9,207 Total $ 189,217 $ 14 $ ( 1,263 ) $ 187,968 December 31, 2021 Cost or Gross Gross Total Estimated Amortized Cost Unrealized Gains Unrealized Losses Fair Value Description: Money market funds $ 113,058 $ — $ — $ 113,058 U.S. government agency securities 18,314 — ( 23 ) 18,291 Corporate notes and bonds 36,975 3 ( 12 ) 36,966 Commercial paper 16,489 — — 16,489 Treasury bill 4,494 — ( 4 ) 4,490 Asset-backed securities 7,435 — ( 3 ) 7,432 Total $ 196,765 $ 3 $ ( 42 ) $ 196,726 Marketable securities in a continuous loss position for less than 12 months had an estimated fair value of $ 125.6 million and unrealized losses of $ 1.2 million a s of December 31, 2022. Marketable securities in a continuous loss position for less than 12 months had an estimated fair value of $ 61.0 million and unrealized losses of $ 42,000 as of December 31, 2021. Marketable securities in a continuous loss position for greater than 12 months had an estimated fair value of $ 13.9 million and unrealized losses of $ 0.1 million as of December 31, 2022. As of December 31, 2021, there were no marketable securities in a continuous loss position for greater than 12 months. Unrealized losses from our fixed-income securities are primarily attributable to changes in interest rates and not to lower credit ratings of the issuers. In determining whether an unrealized loss is other-than-temporary, for the periods presented, we determined we do not have plans to sell the securities nor is it more likely than not that we would be required to sell the securities before their anticipated recovery. |
Inventory
Inventory | 12 Months Ended |
Dec. 31, 2022 | |
Inventory Disclosure [Abstract] | |
Inventory | Note 4. Inventory The following table presents the detail of inventories as of the dates presented (in thousands): December 31, 2022 December 31, 2021 Raw materials $ 14,678 $ 6,305 Work-in-process 14,525 7,873 Finished goods 17,194 7,780 Total inventory $ 46,397 $ 21,958 |
Property and Equipment
Property and Equipment | 12 Months Ended |
Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | Note 5. Property and Equipment The following table presents property and equipment details as of the dates presented (in thousands): December 31, 2022 December 31, 2021 Machinery and equipment $ 48,420 $ 32,159 Computer equipment and software 3,308 2,991 Furniture and fixtures 1,303 1,138 Equipment acquired under finance leases 2,895 2,960 Leasehold improvements 10,684 10,513 Total property and equipment, gross 66,610 49,761 Less: Accumulated depreciation ( 27,583 ) ( 22,261 ) Total property and equipment, net $ 39,027 $ 27,500 Depreciation expense, which includes amortization of finance lease asse ts, was $ 6.0 million, $ 4.6 million and $ 4.5 million for the years ended December 31, 2022, 2021 and 2020, respectively. We did no t acquire any property and equipment under finance leases for the year ended December 31, 2022. The net book value of property and equipment acquired under finance leases was $ 0.2 million at December 31, 2021. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 6. Income Taxes We are subject to federal and state income taxes in the United States and foreign jurisdictions. The following table presents U.S. and foreign components of income (loss) before income taxes (in thousands): Year Ended December 31, 2022 2021 2020 U.S. $ ( 24,508 ) $ ( 51,488 ) $ ( 52,343 ) Foreign 391 381 509 Loss before income taxes $ ( 24,117 ) $ ( 51,107 ) $ ( 51,834 ) The following table presents the detail of income tax benefit (expense) for the periods presented (in thousands): Year Ended December 31, 2022 2021 2020 Current: U.S. - Federal $ — $ — $ — U.S. - State ( 68 ) ( 8 ) ( 56 ) Foreign ( 110 ) ( 137 ) ( 76 ) ( 178 ) ( 145 ) ( 132 ) Deferred: U.S. - Federal 5 ( 7 ) 32 U.S. - State ( 11 ) ( 1 ) 11 Foreign — — — ( 6 ) ( 8 ) 43 Total income tax expense $ ( 184 ) $ ( 153 ) $ ( 89 ) We have not recorded a liability for U.S. income taxes and foreign withholding taxes on the undistributed earnings of foreign subsidiaries as of December 31, 2022 because we intend to permanently reinvest the earnings outside the United States. We expect the amount of the unrecognized deferred tax liability, if incurred, to be immaterial. The following table presents a reconciliation of the federal statutory rate and our effective tax rate for the periods presented: Year Ended December 31, 2022 2021 2020 U.S. Statutory Rate 21.0 % 21.0 % 21.0 % Change in valuation allowance ( 54.7 ) ( 33.3 ) ( 23.6 ) State taxes (net of federal benefit) 0.4 0.2 ( 0.4 ) Federal research and development credit 16.5 8.5 3.9 Stock-based compensation 16.1 10.2 0.2 Inducement premium 5.0 ( 4.7 ) — Unrecognized tax benefits ( 4.1 ) ( 2.1 ) ( 1.1 ) Other, net ( 1.0 ) ( 0.1 ) ( 0.2 ) Effective income tax rate ( 0.8 %) ( 0.3 %) ( 0.2 %) We continue to maintain a full valuation allowance against our net deferred tax assets in the U.S. but recognize deferred income tax expense (benefit) due to the change in the indefinite deferred tax liability related to goodwill, which is partially offset by indefinite tax attributes. Deferred federal, state and foreign income taxes reflect the net tax impact of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and for tax purposes. The following table presents the significant components of our deferred tax assets and liabilities as of the dates presented (in thousands): December 31, 2022 December 31, 2021 Net operating loss carryforwards $ 53,157 $ 58,673 Credit carryforwards 16,868 13,879 Capitalized research and development 17,072 857 Operating lease liabilities 3,011 3,425 Allowances 1,398 859 Deferral of employer taxes — 111 Deferred revenue 74 50 Stock-based compensation 6,041 6,762 Disallowed interest expense 676 768 Inventory cost capitalization 791 506 Other — 23 Deferred tax assets 99,088 85,913 Less: Valuation allowance ( 95,710 ) ( 82,461 ) Net deferred tax assets 3,378 3,452 Deferred tax liability: Goodwill ( 796 ) ( 744 ) Depreciation and amortization ( 475 ) ( 336 ) Operating lease ROU assets ( 2,226 ) ( 2,485 ) Deferred tax liabilities ( 3,497 ) ( 3,565 ) Net deferred tax liability $ ( 119 ) $ ( 113 ) Realizing deferred tax assets depends on us generating future taxable income, the timing and amount of which are uncertain. We have provided a full valuation allowance against the net deferred tax assets as of December 31, 2022 and 2021 because, based on the weight of available evidence, it is more likely than not we will be unable to realize the deferred tax assets. We have accumulated federal tax losses of approximately $ 249.3 million and $ 274.7 million, respectively, as of December 31, 2022 and 2021 , which are available to reduce future taxable income. The Tax Cuts and Jobs Act, or TCJA, enacted on December 22, 2017 altered the carryforward period for federal net operating losses and as a result, all net operating losses generated in 2018 and forward have an indefinite life. Of the net operating losses reported, we have accumulated $ 141.8 million with an indefinite life as of December 31, 2022 . We have accumulated state tax losses of approximately $ 21.7 million and $ 23.3 million as of December 31, 2022 and 2021 , respectively. We also have net research and development credit carryforwards of $ 22.3 million and $ 18.3 million as of December 31, 2022 and 2021, respectively, which are available to reduce future tax liabilities. The Tax Cuts and Jobs Act contained a provision which requires the capitalization of Section 174 costs incurred in the years beginning on or after Jan. 1, 2022. Section 174 costs are expenditures which represent research and development costs that are incident to the development or improvement of a product, process, formula, invention, computer software or technique. This provision changes the treatment of Section 174 costs such that the expenditures are no longer allowed as an immediate deduction but rather must be capitalized and amortized. We have included the impact of this provision, which results in a deferred tax asset of approximately $ 16.7 million as of December 31, 2022. Our pre-2018 federal tax losses and research and development credit carryforwards began expiring in 2020 . Under Sections 382 and 383 of the Internal Revenue Code, if a corporation undergoes an ownership change, then the corporation’s ability to use its pre-change net operating loss carryforwards and other pre-change tax attributes, such as research tax credits, to offset its post-change income or income tax liability may be limited. We have completed a formal IRC Section 382 study through December 31,2022 and the disclosed attributes reflect the conclusion of that study. However, subsequent ownership changes may affect the limitation in future years. We are currently not under audit in any tax jurisdiction. Tax years from 2003 through 2022 are currently open for audit by federal and state taxing authorities. We establish reserves for tax positions based on estimates of whether, and the extent to which, additional taxes will be due. We establish the reserves when we believe that our tax-return positions might be challenged by taxing authorities, despite our belief that our tax return positions are fully supportable. The following table presents the total balance of unrecognized tax benefits as of the dates presented (in thousands): Year Ended December 31, 2022 2021 2020 Balance at beginning of period $ 4,609 $ 3,519 $ 3,428 Gross increase to tax positions in prior periods — — ( 417 ) Gross increase to tax positions in current periods 997 1,090 508 Balance at end of period $ 5,606 $ 4,609 $ 3,519 As of December 31, 2022, we recorded a total amount of unrecognized tax benefit of $ 5.6 million as a reduction to the deferred tax asset. If recognized, this tax benefit would have no impact to our effective tax rate because we have a full valuation allowance. We do not anticipate that the amount of existing unrecognized tax benefit will significantly increase or decrease within the next 12 months. We record accrued interest and penalties related to unrecognized tax benefits as income tax expense and their value is zero . |
Long-term Debt
Long-term Debt | 12 Months Ended |
Dec. 31, 2022 | |
Debt Disclosure [Abstract] | |
Long-term Debt | Note 7. Long-term debt Convertible Senior Notes The following table presents the outstanding principal amount and carrying value of the Notes as of the dates indicated (in thousands): December 31, 2022 December 31, 2021 Principal Amount Unamortized debt issuance costs Net Carrying Amount Principal Amount Unamortized debt issuance costs Net Carrying Amount 2019 Notes (1) (2) $ — $ — $ — $ 9,850 $ ( 217 ) $ 9,633 2021 Notes 287,500 ( 7,256 ) 280,244 287,500 ( 8,839 ) 278,661 Total Debt 287,500 ( 7,256 ) 280,244 297,350 ( 9,056 ) 288,294 Short-term Debt — — — 9,850 ( 217 ) 9,633 Long-term Debt $ 287,500 $ ( 7,256 ) $ 280,244 $ 287,500 $ ( 8,839 ) $ 278,661 (1) In November 2021, we completed a privately negotiated repurchase of $ 76.4 million principal amount of the 2019 Notes which we accounted for as an induced conversion in accordance with Accounting Standards Codification 470-20, Debt with Conversion and Other Options (ASC 470-20). As a result of this transaction, we recorded unamortized debt issuance costs of $ 1.8 million in additional paid-in capital for the year ended December 31, 2021. Please refer to section "Repurchase of the Convertible Senior Notes – 2019". 9.85 million of the remaining principal amount of the 2019 Notes which we accounted for as an induced conversion in accordance with Accounting Standards Codification 470-20, Debt with Conversion and Other Options (ASC 470-20). As a result of this transaction, we recorded unamortized debt issuance costs of $ 199,000 in additional paid-in capital for the year ended December 31, 2022. Please refer to section "Repurchase of the Convertible Senior Notes – 2019". In December 2019, we issued $ 86.3 million aggregate principal amount of the 2019 Notes and in November 2021, we issued $ 287.5 million aggregate principal amount of the 2021 Notes (collectively, the Notes). Further details of the Notes are as follows: Issuance Maturity Date Interest Rate First Interest Payment Date Effective Interest Rate Semi-Annual Interest Payment Dates Initial Conversion Rate per $1,000 Principal Initial Conversion Price Number of Shares (in millions) (1) 2019 Notes December 15, 2026 2 % June 15, 2020 2.47 % June 15; December 15 28.9415 $ 34.55 N/A 2021 Notes May 15, 2027 1.125 % May 15, 2022 1.72 % May 15; November 15 9.0061 $ 111.04 2.6 (1) We repurchased the 2019 Notes in November 2021 ($ 76.4 million) and June 2022 ($ 9.85 million). The Notes are senior unsecured obligations, do not contain any financial covenants and are governed by indentures (the Indentures). The total net proceeds from the 2019 and 2021 Notes, after deducting initial debt issuance costs, fees and expenses, were $ 83.5 million and $ 278.4 million, respectively. We used a portion of the 2019 Notes proceeds to pay the cost of the capped call transactions described in the section “ Capped Calls ” and to repay our senior credit facility in 2019. We used approximately $ 183.6 million of the 2021 Notes net proceeds, excluding accrued interest, to repurchase approximately $ 76.4 million aggregate principal amount of the 2019 Notes through individual privately negotiated transactions concurrent with us offering the 2021 Notes. We used approximately $ 17.6 million, excluding accrued interest, to repurchase the remaining $ 9.85 million aggregate principal amount of the 2019 Notes in June 2022. Please refer to the section “ Repurchase of the Convertible Senior Notes - 2019 ” for further details of both transactions. We will use the remainder of the net proceeds from the 2021 Notes for general corporate purposes. Terms of the 2021 Notes The Notes holders may convert their respective Notes at their option at any time prior to the close of business on the business day immediately preceding the respective conversion dates under the following circumstances: • during any fiscal quarter commencing after the fiscal quarter ending on March 31, 2022 for the 2021 Notes (and only during such fiscal quarter), if the last reported sale price of our common stock, for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding fiscal quarter is greater than or equal to 130 % of the conversion price on each applicable trading day; • during the five business day period after any five consecutive trading day period in which the trading price per $1,000 principal amount of the Notes for each trading day was less than 98 % of the product of the last reported sale price of our common stock and the conversion rate on each such trading day; • prior to the close of business on the second scheduled trading day immediately preceding the redemption date if we call the Notes for redemption; or • upon the occurrence of specified corporate events, as described in the indenture. None of the circumstances described in the paragraphs above were met during fiscal year 2022. Regardless of the foregoing circumstances, holders may convert all or any portion of the Notes, in increments of $1,000 principal amount, on or after February 15, 2027, until the close of business on the second scheduled trading day immediately preceding the maturity date. We may redeem all or a portion of the Notes for cash, at our option, on or after November 20, 2024, if the last reported sale price of our common stock has been at least 130 % of the conversion price at least 20 trading days (whether or not consecutive) during any 30 consecutive trading day period at a redemption price equal to 100% of the principal amount of the Notes being redeemed, plus any accrued and unpaid interest to, but excluding, the redemption date. Notes holders who convert their Notes in connection with certain corporate events that constitute a make-whole fundamental change (as defined in the indenture) are, under certain circumstances, entitled to an increase in the conversion rate. Additionally in the event of a corporate event constituting a fundamental change (as defined in the indenture), Notes holders may require us to repurchase all or a portion of their Notes at a repurchase price equal to 100 % of the principal amount of the Notes being repurchased, plus any accrued and unpaid interest to, but excluding, the repurchase date. Accounting for the Notes Prior to January 1, 2021, we separated the 2019 Notes into liability and equity components. We determined the fair value of the liability component to be $ 52.5 million calculated as the present value of future cash flows discounted at the borrowing rate for a similar nonconvertible debt instrument based on the expected term. We determined the borrowing rate to be 9.90 % based on the market rates for nonconvertible debt instruments issued by other companies with publicly available credit ratings considered to be comparable to us. We recognized the excess of the principal amount of the 2019 Notes over the initial carrying amount of the liability component as a debt discount of $ 33.8 million and amortized it to interest expense over the expected term of the 2019 Notes using the effective interest rate method. We recorded the equity component of $ 33.8 million as additional paid-in capital, calculated as the difference between the total proceeds of $ 86.3 million and the initial carrying amount of the liability component. We allocated the 2019 Notes total issuance costs of $ 2.8 million between liability and equity in the same proportion as the allocation of our total proceeds to liability and equity components. We amortized the issuance costs attributable to the liability component of $ 1.7 million to interest expense over the respective term of the 2019 Notes using the effective interest rate method. We netted the issuance costs attributable to the equity component of $ 1.1 million against the respective equity component in additional paid-in capital. Effective January 1, 2021, we early adopted ASU 2020-06 using the modified retrospective approach. As a result, we accounted for the 2019 Notes as a single liability measured at amortized cost, as no other embedded features require bifurcation and recognition as derivatives. Upon adoption, we recorded a $ 29.3 million increase to long-term debt, a $ 32.7 million decrease to additional paid-in capital and a $ 3.4 million decrease to accumulated deficit. We had no changes to net deferred tax liabilities with a decrease in deferred tax liability offset by a corresponding increase in valuation allowance upon adoption. We accounted for the 2021 Notes issuance as a single liability measured at its amortized cost, as no other embedded features require bifurcation and recognition as derivatives. We presented the 2021 Notes total issuance costs of $ 9.1 million as a direct deduction from the face amount of the 2021 Notes. We amortized the issuance costs to interest expense over the respective term of the 2021 Notes using the effective interest rate method. Interest expense related to the Notes was as follows (in thousands): Year Ended December 31, 2022 Year Ended December 31, 2021 Year Ended December 31, 2020 2019 Notes 2021 Notes Total 2019 Notes 2021 Notes Total 2019 Notes Total Amortization of debt discount $ - $ - $ - $ — $ — $ — $ 3,566 $ 3,566 Amortization of debt issuance costs 19 1,583 1,602 329 239 568 115 115 Cash interest expense 87 3,234 3,321 1,488 494 1,982 1,732 1,732 Total interest expense $ 106 $ 4,817 $ 4,923 $ 1,817 $ 733 $ 2,550 $ 5,413 $ 5,413 Accrued interest related to the 2019 Notes as of December 31, 2021 was not material. Accrued interest related to the 2021 Notes as of December 31, 2022 and 2021 was $ 404,000 and $ 494,000 , respectively. We record accrued interest in accrued liabilities in our consolidated balance sheet. Our estimated fair value of the 2021 Notes was $ 347.4 million and $ 314.3 million as of December 31, 2022 and 2021, respectively, which we determined through consideration of quoted market prices. Our estimated fair value of the 2019 Notes was $ 26.2 million as of December 31, 2021, which we determined through consideration of quoted market prices. The fair value for both Notes is classified as Level 2, as defined in Note 2. Capped Calls In connection with issuing the 2019 Notes, we entered into privately negotiated capped-call transactions with certain financial counterparties. The capped-call transactions are generally designed to reduce the potential dilution to our common stock upon any conversion or settlement of the 2019 Notes, or to offset any cash payments we are required to make in excess of the principal amount upon conversion of the 2019 Notes, as the case may be, with the reduction or offset subject to a cap based on the cap price. If, however, the market price per share of our common stock exceeds the cap price of the capped-call transactions, then our stock would experience some dilution and/or the capped call would not fully offset the potential cash payments, in each case, to the extent then-market price per share of our common stock exceeds the cap price. The initial cap price of the capped call transactions is $ 54.20 per share, which represents a 100 % premium over the last reported sale price of our common stock of $ 27.10 per share on December 11, 2019 subject to certain adjustments under the terms of the capped call transactions. The capped call transactions expire over 40 consecutive scheduled trading days ending on December 11, 2026 . The capped call transactions meet the criteria for classification in equity, are not accounted for as derivatives and are not remeasured each reporting period. We paid $ 10.1 million for the capped-call transactions , which we recorded as a reduction to additional paid-in-capital within shareholders’ equity. Repurchase of the Convertible Senior Notes – 2019 In November 2021 and June 2022, we completed a privately negotiated induced conversion of $ 76.4 million and $ 9.85 million principal amount, respectively of the 2019 Notes. We accounted for the 2019 Notes Repurchase transactions as induced conversions in accordance with Accounting Standards Codification 470-20, Debt with Conversion and Other Options (ASC 470-20). In connection with the induced conversions, we paid approximately $ 183.6 million in cash in November 2021 an d $ 17.6 million in cash in June 2022, and also paid accrued and unpaid interest thereon. As a result of the induced conversion, we recorded $ 11.3 million in November 2021 and $ 2.2 million in June 2022 in induced conversion expense which is included in the Consolidated Statements of Operations. The induced conversion expense represents the fair value of the consideration issued upon conversion in excess of the fair value of the securities issuable under the original terms of the 2019 Notes. We accounted for the remaining cash consideration under the original terms of the 2019 Notes under the general conversion accounting guidance, where the difference between the carrying amount of the 2019 Notes retired, including unamortized debt issuance costs of $ 1.8 million in November 2021 and $ 199,000 in June 2022, and the cash consideration paid, was recorded in additional paid-in capital. |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 2022 | |
Statement of Stockholders' Equity [Abstract] | |
Stockholders' Equity | Note 8. Stockholders’ Equity Preferred Stock Our board of directors has the authority to fix the designations, powers, preferences and rights and the qualifications, limitations or restrictions thereof, of any wholly unissued series of preferred stock, and to increase or decrease the number of shares in any series of preferred stock, subject to limitations prescribed by law and by our certificate of incorporation. We had no preferred stock issued and outstanding as of December 31, 2022 or 2021. Common Stock As of December 31, 2022 , we had authorized 495,000,000 shares of voting $ 0.001 par value common stock. Each holder of the common stock is entitled to one vote per common share . At its discretion, the board of directors may declare dividends on shares of common stock, subject to the prior rights of our preferred stockholders, if any. Upon liquidation or dissolution, holders of common stock will receive distributions only after preferred stock preferences have been satisfied. |
Stock-Based Awards
Stock-Based Awards | 12 Months Ended |
Dec. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Stock-Based Awards | Note 9. Stock-Based Awards Stock-Based Compensation Expense The following table presents the detail of stock-based compensation expense amounts included in our consolidated statements of operations for the periods presented (in thousands): Year Ended December 31, 2022 2021 2020 Cost of revenue $ 1,522 $ 1,869 $ 1,015 Research and development expense 17,961 17,170 10,314 Sales and marketing expense 9,447 9,496 5,981 General and administrative expense 13,513 11,963 8,365 Total stock-based compensation expense $ 42,443 $ 40,498 $ 25,675 2016 Equity Incentive Plan In June 2016, our board of directors adopted and our stockholders approved our 2016 Equity Incentive Plan, or the 2016 Plan, which became effective in July 2016 at which time the 2010 Equity Incentive Plan, or the 2010 Plan, was terminated. Our 2000 Stock Plan was terminated in March 2010. The number of shares of common stock reserved for issuance under the 2016 Plan may increase on January 1 of each year, beginning on January 1, 2017 and ending on and including January 1, 2026, by the lesser of (1) 1,825,000 shares; (2) 5 % of the total number of shares of common stock outstanding on December 31 of the preceding calendar year; and (3) a lesser number of shares determined by our board of directors. The 2016 Plan provides for granting incentive or non-qualified stock options, restricted stock, restricted stock units, stock appreciation rights and performance shares or performance units to employees, non-employee directors and consultants. All options granted under the 2000 Stock Plan, the 2010 Plan and the 2016 Plan have a maximum 10 -year term and generally vest and become exercisable over four years of continued employment or service as defined in each option agreement. We generally grant stock options with exercise prices that equal the fair value of the common stock on the date of grant. As allowed under the 2016 Plan, there are a few exceptions to this vesting schedule, which permit vesting at different rates or based on achieving performance targets. We use newly issued shares to satisfy option exercises. At December 31, 2022, we had approximately 2.0 million shares of common stock available for future grants. Stock Options The following table summarizes option award activity for the year ended December 31, 2022 (in thousands, except per share data and years): Number of Weighted-Average Weighted-Average Total Intrinsic Outstanding at December 31, 2021 2,288 $ 24.53 6.65 $ 146,827 Granted — — Exercised ( 550 ) 22.56 Forfeited or expired ( 26 ) 29.07 Outstanding at December 31, 2022 1,712 25.09 5.92 143,996 Vested and exercisable at December 31, 2022 1,466 $ 24.38 5.70 $ 124,287 We estimate the fair value of options granted at the date of grant using the Black-Scholes option-pricing model with the following assumptions for the periods presented: Year Ended December 31, 2022 2021 2020 Risk-free interest rate N/A 0.8 % - 1.2 % 0.3 % - 1.7 % Expected dividends yield N/A None None Expected volatility N/A 71.2 % - 72.4 % 64.3 % - 70.3 % Weighted-average expected term N/A 6.08 6.08 Weighted-average fair value of options granted N/A $ 36.94 $ 16.56 We determined that it was not practicable to calculate the volatility of our share price because we do not have an extensive public trading history for shares of our common stock. Therefore, we estimated our volatility based on a combination of our historical volatility since becoming a publicly traded company and reported market value data for a group of publicly traded entities that we believe are relatively comparable after considering their size, stage of lifecycle, profitability, growth, risk and return on investment. To determine the expected term, we generally apply and have historically applied the simplified approach in which the expected term of an award is presumed to be the mid-point between the vesting date and the expiration date of the options as we do not have sufficient historical exercise data to provide a reasonable basis for an estimate of expected term. The total intrinsic value of options exercised during 2022, 2021 and 2020 was $ 31.9 million, $ 33.7 million and $ 10.2 million, respectively. The total grant date fair value of options vested was $ 7.0 million, $ 12.8 million and $ 11.7 million during 2022, 2021 and 2020, respectively. As of December 31, 2022, our total unrecognized stock-based compensation cost related to unvested stock options was $ 4.2 million, which we will recognize over the weighted-average remaining requisite service period of 1.2 years. Restricted Stock Units The following table summarizes activity for restricted stock units, or RSUs, RSUs with performance conditions, or PSUs, and RSUs with market and service conditions, or MSUs, for the year ended December 31, 2022 (in thousands, except per share data): Number of Underlying Shares Weighted-Average Grant Date Fair Value RSUs MSUs PSUs RSUs MSUs PSUs Outstanding at December 31, 2021 1,165 84 268 $ 45.45 $ 77.01 $ 54.67 Granted 737 57 77 65.81 81.22 64.07 Vested ( 478 ) — ( 269 ) 44.20 — 54.70 Forfeited ( 114 ) ( 31 ) ( 2 ) 50.43 72.81 64.98 Outstanding at December 31, 2022 1,310 110 74 $ 56.92 $ 80.40 $ 64.03 MSUs: We granted a total of 57,000 and 83,750 shares of MSUs to certain executives in 2022 and 2021, respectively. The MSUs are eligible to vest based on our total stockholder return (“TSR”) relative to the TSR of the constituents comprising the S&P Semiconductor Select Industry Index over two measurement periods as noted below. For the 2022 MSUs: Half of the MSUs are eligible to vest based on our relative TSR during the period from January 1, 2022 through December 31, 2023, and half are eligible to vest based on our relative TSR during the period from January 1, 2022 through December 31, 2024. For the 2021 MSUs: Half of the MSUs are eligible to vest based on our relative TSR during the period from January 1, 2021 through December 31, 2022, and half are eligible to vest based on our relative TSR during the period from January 1, 2021 through December 31, 2023. We use a Monte Carlo simulation in estimating the MSU fair value at grant date and recognize compensation cost over the implied service period. We estimated the aggregate grant-date fair value of the 2022 and 2021 MSUs to be $ 4.2 million and $ 6.4 million, respectively using the Monte Carlo simulation valuation method. We recorded $ 2.8 million and $ 2.0 million of stock-based compensation expense related to the MSUs during 20 22 and 2021, respectively. As of December 31, 2022 , our total unrecognized stock-based compensation cost related to unvested MSUs was $ 4.0 million, which we will recognize over the weighted-average period of 1.1 years. PSUs: Since 2019, we have granted PSUs under our annual bonus program to our senior executives and other bonus-eligible employees. The number of annual PSUs that ultimately vest depends on us attaining certain financial metrics for the fiscal year as well as on the employee’s continued employment through the vesting date. The compensation committee and board of directors certified achievement of the financial metric for PSUs granted in 2021, vesting 268,000 shares in first-quarter 2022. Based upon attainment of the financial metric for 2022, we expect approximately 57,028 shares to vest in first-quarter 2023. We record compensation expense for each period based on our estimate of the most probable number of PSUs that will vest, and we recognize the expense over the related service period. The stock-based compensation expense we recognized for PSUs was $ 6.7 million and $ 13 million for the years ended December 31, 2022 and 2021, respectively. The total fair market value of RSUs vested was $ 32.9 million during 2022 and $ 18.2 million and $ 5.0 million, respectively, during 2021 and 2020. The total fair value of PSUs vested was $ 18.9 million during 2022 and $ 15.4 million and $ 7.5 million, respectively, during 2021 and 2020. We record the grant-date fair value of the outstanding RSUs as stock-based compensation expense over the vesting period. As of December 31, 2022, there was $ 63.3 million of total unrecognized compensation cost related to unvested RSUs, which we expect to recognize over a weighted average period of 2.6 years. As of December 31, 2022 , there was $ 0.6 million of total unrecognized compensation cost related to PSUs, which we expect to recognize in less than one year . Employee Stock Purchase Plan Effective July 2016, we adopted the 2016 Employee Stock Purchase Plan, or the ESPP, allowing eligible employees to authorize payroll deductions of up to 15 % of their eligible compensation. An ESPP participant may purchase a maximum of 4,000 shares, or a lesser number as determined by the IRS rules, each six-month period. The offering periods generally start on the first trading day on or after February 20 and August 20 of each year. Participants in an offering period are granted the right to purchase common shares at a price per share that is 85 % of the lesser of the fair market value of the shares on (1) the first day of the offering period or (2) the end of the purchase period. The number of shares reserved for the ESPP may increase each year, beginning on January 1, 2017 and continuing through and including January 1, 2036, by the lesser of: (1) 1 % of the total number of shares of common stock outstanding on the first day of each year; (2) 365,411 shares of common stock; and (3) an amount determined by our board of directors. As of December 31, 2022, the total unrecognized stock-based compensation from the ESPP was $ 0.2 million, which we will recognize on a straight-line basis over the weighted-average remaining service period of less than one year . We estimate the fair value of the ESPP grant at the start of the offering period using the Black-Scholes option-pricing model with the following assumptions for the periods presented: Year Ended December 31, 2022 2021 2020 Risk-free interest rate 0.7 % - 3.2 % 0.0 % - 0.1 % 0.1 % - 1.6 % Expected term 0.5 Years 0.5 Years 0.5 Years Expected volatility 71.9 % - 76.3 % 61.0 % - 65.8 % 46.9 % - 91.0 % |
Leases
Leases | 12 Months Ended |
Dec. 31, 2022 | |
Leases [Abstract] | |
Leases | Note 10. Leases The following table presents the components of lease expense in our consolidated statements of operations for the periods presented (in thousands): Year Ended December 31, 2022 2021 2020 Operating lease costs (a) Single lease costs $ 4,299 $ 4,154 $ 4,121 Variable lease costs 2,159 1,910 1,738 Sublease income (b) ( 1,976 ) ( 1,900 ) ( 1,902 ) Total operating lease costs $ 4,482 $ 4,164 $ 3,957 (a) Includes short-term lease costs, which are immaterial. (b) Sublease income is related to unused office space that we sublet as part of the fiscal 2018 restructuring where we continue to have the primary obligations. The following table presents supplemental cash flow information related to operating leases for the periods presented (in thousands): Year Ended December 31, 2022 2021 2020 Cash paid for amounts included in the measurement of lease liabilities Operating cash flows used $ 5,097 $ 4,895 4755 Lease liabilities arising from remeasurement of right-of-use assets Operating leases $ — $ 698 $ — Lease liabilities arising from obtaining ROU assets Operating leases $ 2,237 $ — $ — T he following table presents weighted-average remaining lease term and weighted-average discount rate related to operating leases as of: 2022 2021 Weighted-average remaining lease term (years) 4.3 4.4 Weighted-average discount rate 6.9 % 6.7 % The following table presents future lease payments under operating leases as of December 31, 2022 (in thousands): Operating Leases Lease Payments Sublease Income Net 2023 $ 4,059 $ ( 123 ) $ 3,936 2024 3,853 — 3,853 2025 3,919 — 3,919 2026 4,019 — 4,019 2027 623 — 623 Thereafter 1,191 — 1,191 Total lease payments $ 17,664 $ ( 123 ) $ 17,541 Less: Imputed interest ( 3,476 ) Present value of lease liabilities 14,188 Less: Current portion of lease liabilities 3,122 Lease liabilities, net of current portion $ 11,066 |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 11. Commitments and Contingencies Indemnification In the normal course of business, we may enter into agreements that require us to indemnify either customers or suppliers for certain risks. Although we cannot estimate our maximum exposure under these agreements, to date indemnification claims have not had a material impact on our consolidated results of operations or financial condition. Litigation From time to time, we are subject to legal proceedings or claims in the ordinary course of business. We accrue a liability when management believes it is both probable that we have incurred a liability and we can reasonably estimate the amount of loss. For the year ended December 31, 2021, we recorded $ 0.5 million in recovery costs related to settling the shareholder derivative action described below. For the year ended December 31, 2020, we recorded $ 5.4 million of our paid settlement of a federal securities class action to general and administrative expenses. As of December 31, 2022 and 2021 , we did no t have accrued contingency liabilities. The following is a description of our significant legal proceedings. Although we believe that resolving these claims, individually or in aggregate, will not have a material adverse impact on our financial statements, these matters are subject to inherent uncertainties. Shareholder Derivative Actions On October 26, 2018, two shareholder derivative actions were filed in the U.S. District Court for the District of Delaware against our chief executive officer, former chief operating officer, former chief financial officer and certain of our directors. We were a nominal defendant. On November 8, 2018, a third shareholder derivative action was filed in this same court against the same defendants. Captioned Weiss v. Diorio, et al ., Fotouhi v. Diorio, et al ., and De la Fuente v. Diorio, et al. , the derivative complaints, purportedly brought on behalf of us, were premised on many of the allegations asserted in since-settled federal and state securities class actions and alleged that the defendants breached their fiduciary duties to us and allegedly made false or misleading statements and omissions of material fact in violation of Section 14(a) of the Securities Exchange Act regarding our business and operations. The derivative actions included claims for, among other things, unspecified damages in favor of us, corporate actions to purportedly improve our corporate governance and an award of costs and expenses to the derivative plaintiffs, including attorneys’ fees. On January 28, 2019, the Delaware federal court entered a stipulated order that stayed these derivative actions until resolution of the pending federal securities class actions. On July 10, 2020, following a private settlement mediation, the parties executed a stipulation of settlement to settle and resolve the claims in the consolidated derivative action. The settlement required us to implement certain corporate governance changes and to pay up to $ 900,000 to plaintiffs’ counsel for attorneys’ fees and expenses. Our insurers agreed to contribute up to $ 900,000 to plaintiffs’ counsel for the attorneys’ fees and expenses. On August 5, 2020, at the court’s request, the parties filed supplemental briefings in respect of their joint motion for preliminary settlement approval. On February 26, 2021, the court entered an order preliminarily approving the settlement. On May 11, 2021, the court held a final approval hearing. On November 22, 2021, the Court issued an opinion and final order approving the settlement resolving the consolidated derivative actions and awarding plaintiffs’ counsel less than half of the $ 900,000 attorneys’ fees and expenses noted above. The approximately $ 0.5 million in savings from the contemplated final settlement of the derivative action was remitted by the insurer to us because we contributed $ 5.4 million towards the federal securities class action due to exhaustion of our applicable insurance covering both the federal securities class action and the consolidated shareholder derivative actions. Patent Infringement Claims and Counterclaims Impinj Patent Infringement Claims Against NXP in California On June 6, 2019, we filed a patent infringement lawsuit against NXP USA, Inc., a Delaware corporation and subsidiary of NXP Semiconductors N.V., or NXP, in the U.S. District Court for the Northern District of California, or the Court. Our original complaint alleged that certain NXP endpoint ICs infringe 26 of our U.S. patents. At the order of the Court, we filed an amended complaint limited to eight of the original 26 patents. We subsequently elected to go forward with asserting infringement of six of those eight patents. We are seeking, among other things, past damages, including lost profits; no less than a reasonable royalty; enhanced damages for willful infringement; and reasonable attorneys’ fees and costs. We are also seeking an injunction against NXP making, selling, using, offering for sale or importing UCODE 8 and UCODE 9 ICs. NXP responded to our complaint on September 30, 2019 citing numerous defenses including denying infringement and claiming our asserted patents are invalid. In February 2020, NXP filed petitions for inter partes review, or IPRs, with the Patent Trial and Appeal Board for the U.S. Patent and Trademark Office, or PTAB, against 12 of the originally asserted 26 patents, including the six patents asserted in the amended complaint. In August and September of 2020, the PTAB declined to institute review of four of the six asserted patents. On October 27, 2020, we filed a second amended complaint removing without prejudice the two of the six patents against which the PTAB instituted IPRs, leaving four patents in suit. On September 24, 2020, the Court lifted a stay on two of the four patents in suit, and on July 23, 2021, the Court held a claim construction hearing for eight disputed claim terms in those two patents. On September 16, 2021, the Court issued a claim construction rejecting NXP’s positions and adopting most of Impinj’s positions relating to those disputed claim terms. On September 3, 2021, the Court lifted the stay on the other two of the four patents in suit and scheduled a claim construction hearing for those two patents on March 4, 2022, issuing a claim construction order on those patents on March 21, 2022. Discovery has now closed and the parties have both filed various motions for summary judgment. Trial is scheduled for June 5, 2023. NXP Patent Infringement Claims Against Impinj in Washington On October 4, 2019, NXP USA, Inc. and NXP filed a patent infringement lawsuit against us in the U.S. District Court for the District of Delaware. The complaint alleged that certain of our products infringe eight U.S. patents owned by NXP or NXP USA, Inc. The plaintiffs are seeking, among other things, past damages adequate to compensate them for our alleged infringement of each of the patents-in-suit and reasonable attorneys’ fees and costs. They are also seeking an injunction against us, enjoining continuing acts of infringement of the patents-in-suit. We have denied we are infringing any of the patents and we have asserted both that our wafer supplier is licensed under four of them and that all eight are invalid. On September 23, 2020, the District of Delaware granted Impinj’s motion to transfer the case to the U.S. District Court for the Western District of Washington in Seattle. On December 11, 2020, we moved to stay the case with respect to six of the eight patents in suit pending final resolution of IPR petitions we filed with the PTAB. On February 12, 2021, the Court granted our motion to stay the case as to these six patents. The PTAB instituted IPRs on two of the six challenged patents but denied them on the other four . The Court subsequently removed the stay on the four against which IPRs were not instituted. On March 9, 2021, we moved for summary judgment of noninfringement on the four patents to which we assert a license exists, including two patents that were not subject to a stay. On July 28, 2021, the Court deferred ruling on our motion for summary judgment pending further discovery. On September 17, 2021, the Court struck all scheduled dates for the case pending reassignment to a new judge. After the case was reassigned, the Court addressed both claim construction and our motion for summary judgment, issuing a claim construction order and granting our motion for summary judgment on the license defense on November 4, 2022. The case is now limited to three patents. Discovery has closed and both parties are currently briefing summary judgment and related motions. Trial is scheduled for April 10, 2023. Impinj Patent Infringement Claims Against NXP in Texas On May 25, 2021, we filed a new patent infringement lawsuit against NXP USA in the United States District Court for the Western District of Texas (Waco), asserting that NXP has infringed nine of our patents, including seven that we originally asserted in the Northern California case. The Court later granted our motion to amend to add two new NXP entities as defendants—NXP Semiconductor Netherlands B.V. and NXP B.V. Those defendants have moved to dismiss for lack of personal jurisdiction. We are seeking among other things, past damages, including lost profits; no less than a reasonable royalty; enhanced damages for willful infringement; and reasonable attorney’s fees and costs. We are also seeking an injunction against NXP making, selling, using, offering for sale or importing its UCODE 7, 8 and 9 endpoint ICs. On July 26, 2021, NXP filed an answer to our complaint and counterclaimed that we infringe nine patents, one of which NXP owns and eight of which NXP recently licensed from a third party. NXP has denied infringement, asserted our patents are invalid and asserted that some are unenforceable and/or subject to a license under our commitments to license “necessary” patents to certain standards. A claim construction hearing was held on February 10, 2022 and fact discovery is scheduled to close on February 3, 2023. The Patent Office has instituted reexamination proceedings on five of the nine patents asserted by NXP and has issued a final office action rejecting all asserted claims on one of those patents. Trial is scheduled for September 25, 2023. NXP Patent Infringement Claims Against Impinj in China On December 7, 2020, Impinj Radio Frequency Technology (Shanghai) Co., Ltd., or Impinj Shanghai, was served with patent infringement lawsuits filed in the Intellectual Property Court in Shanghai, China, or Shanghai Intellectual Property Court, in which NXP B.V. asserted that certain of our products infringe three Chinese patents owned by NXP B.V., that closely correspond to three of the eight U.S. patents NXP asserted in the U.S. District Court described above. The plaintiffs are seeking, among other things, past damages and reasonable attorneys’ fees and costs. They are also seeking an injunction against us, enjoining continuing acts of infringement of the patents-in-suit. Impinj Shanghai objected to the jurisdiction of the Shanghai Intellectual Property Court and filed a motion to stay the proceedings. The jurisdictional challenge was rejected by the Shanghai court in March 2021; a subsequent appeal filed by Impinj Shanghai was denied before the IP Tribunal of the Supreme People’s Court in third-quarter 2021. Impinj, Inc. was formally served in July 2021, officially adding Impinj, Inc. to the suit. On December 22, 2022, Impinj Shanghai filed invalidity requests against all three Chinese patents before the China National Intellectual Property Administration, or CNIPA. In July 2021, the CNIPA issued decisions upholding the validity of all three Chinese patents. In October 2021, Impinj Shanghai filed for judicial review of all the CNIPA decisions by the Beijing Intellectual Property Court, which has docketed its review for all three patents but has not yet set hearing dates. The Court has set a trial date of May 22, 2022 for all three patents. In December 2022, the Beijing Intellectual Property Court issued the first-instance administrative judgment, upholding the invalidity decision for one of the three Chinese patents. On January 11, 2023, Impinj Shanghai filed a subsequent appeal to the IP Tribunal of the Supreme People’s Court, which is pending. For the remaining two Chinese patent cases, the Beijing Intellectual Property Court has not yet set the trial date. In May 2022, the Shanghai court held a hearing for all three patents, but the panel did not address the merits of any case in the hearing. In November 2022, we filed with the Shanghai court motions to dismiss two patent cases to which we assert a license defense (parallel to our arguments in Washington). Decisions on the motions are pending. Obligations with Third-Party Manufacturers We manufacture products with third-party manufacturers. We are committed to purchase $ 87.9 million of inventory as of December 31, 2022 . |
Deferred Revenue
Deferred Revenue | 12 Months Ended |
Dec. 31, 2022 | |
Deferred Revenue Disclosure [Abstract] | |
Deferred Revenue | Note 12. Deferred Revenue Deferred revenue, comprising individually immaterial amounts for extended warranties, enhanced product maintenance and advance payments on NRE services contracts, represents contracted revenue that we have not yet recognized. The following table presents the changes in deferred revenue for the indicated periods (in thousands): Year Ended December 31, 2022 2021 Balance at beginning of period $ 794 $ 7,088 Deferral of revenue 3,143 981 Recognition of deferred revenue ( 1,338 ) ( 7,275 ) Balance at end of period $ 2,599 $ 794 During 2022, we recognized $ 0.4 million revenue which we included in deferred revenue as of December 31, 2021. During 2021 , we recognized $ 6.7 million revenue which we included in deferred revenue as of December 31, 2020 . |
Segment Reporting
Segment Reporting | 12 Months Ended |
Dec. 31, 2022 | |
Segment Reporting [Abstract] | |
Segment Reporting | Note 13. Segment Reporting We have one reportable and operating segment: the development and sale of our products and services. We identified our reportable segment based on how our chief operating decision-maker manages our business, makes operating decisions and evaluates our operating performance. Our chief executive officer acts as the chief operating decision-maker and reviews financial and operational information on an entity-wide basis. We have one business activity and there are no segment managers who are held accountable for operations, operating results or plans for levels or components. Accordingly, we have determined that we have a single reporting segment and operating unit structure. Information by Revenue Categories Our chief executive officer reviews information about our revenue categories, endpoint ICs and systems, the latter defined as reader ICs, readers, gateways and software. The following table presents our revenue categories for the indicated periods (in thousands): Year Ended December 31, 2022 2021 2020 Endpoint ICs $ 191,532 $ 139,250 $ 102,326 Systems 66,268 51,033 36,597 Total revenue $ 257,800 $ 190,283 $ 138,923 Information by Geography The following table summarizes our long-lived assets, comprising property and equipment, less accumulated depreciation (in thousands): December 31, 2022 December 31, 2021 United States $ 10,551 $ 9,493 Malaysia 12,817 10,227 Taiwan 12,620 7,330 Others 3,039 450 Total $ 39,027 $ 27,500 Our geographic revenue in the following table are based on the location of the VARs, inlay manufacturers, reader OEMs, distributors or end users who purchased products and services directly from us. For sales to our resellers and distributors, their location may be different from the locations of the ultimate end users. The following table presents our sales by geography for the indicated periods (in thousands): Year Ended December 31, 2022 2021 2020 Americas $ 57,129 $ 38,021 $ 30,962 Asia Pacific 168,249 133,152 98,483 Europe, Middle East and Africa 32,422 19,110 9,478 Total revenue $ 257,800 $ 190,283 $ 138,923 Total revenue in the United States, which is included in the Americas, was $ 43.0 million, $ 32.6 million and $ 27.6 million for the years ended December 31, 2022, 2021 and 2020, respectively. Total revenue in China (and Hong Kong), which is included in Asia Pacific, was $ 109.6 million, $ 98.8 million and $ 79.3 million for the years ended December 31, 2022, 2021 and 2020, respectively. Total revenue in Malaysia, which is included in Asia Pacific, was $ 41.0 and $ 23.6 million for the years ended December 31, 2022 and 2021, respectively. The Malaysia revenue was less than 10% of revenue for the year ended December 31, 2020. No sales to countries other than the United States, China and Malaysia accounted for more than 10% of revenue for the years ended December 31, 2022, 2021 and 2020 . |
Net Loss Per Share
Net Loss Per Share | 12 Months Ended |
Dec. 31, 2022 | |
Earnings Per Share [Abstract] | |
Net Loss Per Share | Note 14. Net Loss per Share For the periods presented, the following table provides a reconciliation of the numerator and denominator used in computing basic and diluted net loss per share (in thousands, except for per-share amounts): Year Ended December 31, 2022 2021 2020 Numerator: Net loss $ ( 24,301 ) $ ( 51,260 ) $ ( 51,923 ) Denominator: Weighted-average shares outstanding — basic and diluted 25,539 24,176 22,819 Net loss per share — basic and diluted $ ( 0.95 ) $ ( 2.12 ) $ ( 2.28 ) The following table presents the outstanding shares of our common stock equivalents excluded from the computation of diluted net loss per share as of the dates presented because their effect would have been antidilutive (in thousands): Year Ended December 31, 2022 2021 2020 Stock options 1,712 2,288 3,061 RSUs, MSUs and PSUs 1,494 1,517 1,087 Employee stock purchase plan shares 26 42 73 2019 Notes — 285 — 2021 Notes 2,589 2,589 — We used the treasury stock method for calculating any potential dilutive effect of the conversion of the 2019 Notes on diluted net loss per share for the year ended December 31, 2020. Upon us adopting ASU 2020-06 using the modified retrospective transition method on January 1, 2021, we applied the “if-converted” method for calculating any potential dilutive effect of the conversion of the 2019 and 2021 Notes on diluted net loss per share for the year ended December 31, 2021. |
Related-Party Transactions
Related-Party Transactions | 12 Months Ended |
Dec. 31, 2022 | |
Related Party Transactions [Abstract] | |
Related-Party Transactions | Note 15. Related-Party Transactions We have been party to a consulting agreement with a limited liability company owned by Cathal Phelan, a member of our board of directors, pursuant to which Mr. Phelan provided advisory and consulting services to us. The original term of the consulting agreement was May 2020 through December 2020. As mutually agreed by Mr. Phelan and us, we subsequently extended the term by 12 months to December 2021. In 2021 and 2022, again as mutually agreed by Mr. Phelan and us, we further extended the term in 12 -month increments to December 2022 and 2023, respectively. We recognized and paid $ 509,000 and $ 499,000 in consulting fees to the limited liability company owned by Mr. Phelan for the years ended December 31, 2022 and 2021, respectively. Additionally, we granted 60,000 shares of stock options to Mr. Phelan on September 21, 2020 in connection with these consulting services, with 1/24 th of the shares subject to the option vesting on October 21, 2020 and 1/24 th of the shares subject to the option vesting on each month thereafter, subject to Mr. Phelan remaining a service provider. As part of the consulting agreement extension in 2022, we granted 8,000 RSUs to Mr. Phelan on October 1, 2022 with ¼ th of the RSUs vesting on January 1, April 1, July 1 and October 1, 2023, subject to Mr. Phelan remaining a service provider. On January 1, 2023, Mr. Phelan joined our company as Chief Innovation Officer and ceased to provide us with consulting services. Mr. Phelan remains on our board of directors. |
Retirement Plans
Retirement Plans | 12 Months Ended |
Dec. 31, 2022 | |
Retirement Benefits [Abstract] | |
Retirement Plans | Note 16. Retirement Plans In 2001, we adopted a salary deferral 401(k) plan for our employees. The plan allows employees to contribute a percentage of their pretax earnings annually, subject to limitations imposed by the Internal Revenue Service, as well as a matching contribution, subject to certain limitations. We contributed $ 1,435,000 and $ 585,000 as matching contributions the years ended December 31, 2022 and 2021, respectively. |
Restructuring
Restructuring | 12 Months Ended |
Dec. 31, 2022 | |
Restructuring and Related Activities [Abstract] | |
Restructuring | Note 17. Restructuring On February 2, 2021, we restructured our go-to-market organization to strategically align our global sales, product, partner development and marketing teams. As part of the restructuring, we eliminated approximately seven full-time positions within our go-to-market organization, representing roughly 2 % of our workforce. Restructuring charges were immaterial for the year ended December 31, 2022. We incurred restructuring charges of $ 1.7 million for employee termination benefits as well as $ 50,000 in other associated costs for legal expenses for the year ended December 31, 2021. We substantially completed our restructuring by June 30, 2021 . A summary of accrued restructuring costs as of December 31, 2022, is shown in the table below (in thousands): Employee Termination Benefits Other Associated Costs Total Restructuring costs incurred in 2021 $ 1,671 $ 50 $ 1,721 Cash payments in 2021 ( 1,080 ) ( 50 ) ( 1,130 ) Cash payments in 2022 ( 489 ) — ( 489 ) Restructuring costs adjustments in 2022 ( 102 ) — ( 102 ) Accrued restructuring costs as of December 31, 2022 $ — $ — $ — |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Principles of Consolidation | Basis of Presentation and Principles of Consolidation The accompanying consolidated financial statements include Impinj, Inc. and its wholly owned subsidiaries. We have eliminated intercompany balances and transactions in consolidation. We have reclassified certain amounts on our consolidated balance sheets in prior period to conform to current period presentation. We have prepared these consolidated financial statements in conformity with U.S. generally accepted accounting principles, or GAAP. |
Use of Estimates | Use of Estimates Preparing financial statements in conformity with GAAP requires management to make certain estimates, judgments and assumptions that affect the reported amounts of assets and liabilities and related disclosures as of the date of the financial statements, as well as the reported revenue and expenses during the periods presented. On an ongoing basis, we evaluate our estimates, including those related to revenue recognition, sales incentives, percentage completion of development contracts, inventory excess and obsolescence, income taxes and fair value of stock awards. To the extent there are material differences between our estimates, judgments, or assumptions and actual results, our financial statements will be affected. |
Concentrations of Credit Risk | Concentrations of Credit Risk Financial instruments, which potentially subject us to credit-risk concentration, comprise primarily cash equivalents, investments and accounts receivable. We place our cash and cash equivalents and investments with major financial institutions, which management assesses to be of high credit quality, to limit our investment exposure. We extend credit to customers based on our evaluation of the customer’s financial condition and generally do not require collateral. The following tables present total revenue and accounts receivable concentration for the indicated periods as of the dates presented: Year Ended December 31, 2022 2021 2020 Revenue: Avery Dennison (1) 28 % 32 % 32 % Arizon 10 11 10 38 % 43 % 42 % (1) Includes revenue concentration related to Smartrac. Avery Dennison acquired Smartrac in March 2020. As of December 31, 2022 2021 Accounts Receivable: Avery Dennison (1) 24 % 21 % Arizon 13 13 Intel * 13 Blue Star * 13 37 % 60 % * Less than 10% (1) Includes accounts receivable concentration related to Smartrac. |
Concentration of Supplier Risk | Concentration of Supplier Risk We outsource the manufacturing and production of our hardware products to a small number of suppliers. We believe other suppliers could provide similar products on comparable terms if needed. However, a supplier change would delay manufacturing and could cause a sales loss, which would adversely affect our operating results. |
Cash and Cash Equivalents | Cash and Cash Equivalents Cash includes demand deposits with banks or financial institutions. Cash equivalents include short-term, highly liquid investments that are both readily convertible to known amounts of cash and so near their maturity that they present minimal risk of changes in value because of changes in interest rates. Our cash equivalents are solely investments with an original or remaining maturity of three months or less at the date of purchase. We regularly maintain cash amounts exceeding federally insured limits at financial institutions. |
Investments | Investments Our investments comprise fixed income securities, including U.S. government securities, corporate notes and bonds, commercial paper and asset-backed securities. The contractual maturities of some of our available-for-sale, or AFS, debt securities exceed a year and are classified as long-term investments on our balance sheet. We carry AFS debt securities at fair value with unrealized gains and losses reported as a component of other comprehensive income (loss). Our investments are subject to a periodic impairment review. We recognize an impairment charge when a decline in fair value of its investments below the cost basis is determined to be other-than-temporary. Factors we consider in determining whether a loss is temporary include the extent and length of time the investment's fair value has been lower than its cost basis, the financial condition and near-term prospects of the investee, our intent to sell the security and whether or not we will be required to sell the security prior to the expected recovery of the investment's amortized cost basis. No such impairment changes were recorded during the years ended December 31, 2022, 2021 and 2020. See Note 3 t ables for the cost or amortized cost, gross unrealized gains, gross unrealized losses and total estimated fair value of our financial assets as of December 31, 2022 and 2021. |
Fair Value Measurement | Fair Value Measurement Accounting standards define fair value as the price that would be received to sell an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market in an orderly transaction between market participants on the measurement date. The standards also establish a fair value hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. There are three levels of inputs that may be used to measure fair value: • Level 1 — Quoted prices in active markets for identical assets or liabilities. • Level 2 — Assets and liabilities valued based on observable market data for similar instruments, such as quoted prices for similar assets or liabilities. • Level 3 — Unobservable inputs that are supported by little or no market activity; instruments valued on the best available data, some of which are internally developed; and considered risk premiums that a market participant would require. We applied the following methods and assumptions in estimating our fair value measurements: Cash Equivalents — Cash equivalents comprise highly liquid investments, including money market funds with original or remaining maturities of less than three months at the acquisition date. We record the fair value measurement of these assets based on quoted market prices in active markets. Investments — Our investments comprise fixed income securities, which include U.S. government securities, corporate notes and bonds, commercial paper, treasury bills and asset-backed securities. We base the fair value measurement of these assets on observable market-based inputs or inputs that are derived principally from, or corroborated by, observable market data by correlation or other means. Debt —See Note 7 for the carrying amount and estimated fair value of our convertible senior notes due 2027 . |
Accounts Receivable and Allowances | Accounts Receivable and Allowances Accounts receivable comprises amounts billed and currently due from customers, net of allowances for doubtful accounts, sales returns and price exceptions. The allowance for doubtful accounts is our best estimate of the amount of probable lifetime-expected credit losses in existing accounts receivable and is determined based on our historical collections experience, age of the receivable, knowledge of the customer and the condition of the general economy and industry as a whole. We record changes in our estimate of the allowance for doubtful accounts through bad debt expense and write off the receivable and corresponding allowance when accounts are ultimately determined to be uncollectible. We include bad debt expense in general and administrative expenses. For the periods presented in this report, bad debt expense and the allowance for doubtful account were not material. We derive most of our accounts receivable from sales to original equipment manufacturers, or OEMs, original design manufacturers, or ODMs, solution providers, and distributors who are large, well-established companies. We do not have customers that represent a significant credit risk based on current economic conditions and past collection experience. Also, we have not had material past-due balances on our accounts receivable as of December 31, 2022 or 2021. The allowance for sales returns and price exceptions is our best estimate based on our historical experience and currently available evidence. We record changes in our estimate of the allowance for sales returns and price exceptions through revenue, and relieve the allowance when we receive product returns or process claims for price exceptions. The following table summarizes our allowance for sales returns (in thousands): Balance at Beginning of Year Additional Reserve Applied Sales Return Balance at End of Year Allowance for sales returns and price exceptions: During year ended December 31, 2022 $ 947 $ 1,899 $ ( 2,241 ) $ 605 During year ended December 31, 2021 406 2,780 ( 2,239 ) 947 During year ended December 31, 2020 1,072 1,109 ( 1,775 ) 406 |
Inventory | Inventory We state inventories at the lower of cost or estimated net realizable value using the average costing method, which approximates a first-in, first-out method. Inventories comprise raw materials, work-in-process and finished goods. We continuously assess the value of our inventory and write down its value for estimated excess and obsolete inventory. This evaluation includes an analysis of inventory on hand, current and forecasted demand, product development plans and market conditions. If future demand or market conditions are less favorable than our projections, or our product development plans change from current expectations, then a write-down of excess or obsolete inventory may be required and would be reflected in cost of goods sold in the period the updated information is known. Sales of fully reserved inventory had an immaterial impact on our 2022 gross margin and a favorable net impact of 1.5 % on our 2021 gross margin. We recorded inventory excess and obsolescence charges which had an unfavorable net impact of 2.2 % on our 2020 gross margin. The 2021 favorable net impact was primarily from sales of fully reserved inventory, primarily endpoint ICs and readers included in the excess and obsolescence charge recorded below. During 2020, we recorded excess and obsolescence charges due primarily to reduced demand for older-generation endpoint ICs and EU gateways, which reduced the inventory value of the impacted products to zero. At the time, we expected future demand to be met by our newer generation endpoint ICs and EU gateways. Instead, because of industry-wide wafer shortages and reader supply constraints in 2022 and 2021, we sold a significant portion of the reserved endpoint ICs and gateways in the years ended December 31, 2022 and 2021. |
Property and Equipment | Property and Equipment We record property and equipment at cost and depreciate it using the straight-line method over the estimated useful lives of the related assets. The useful lives are as follows: Category Useful Life Machinery and equipment 2 to 10 years Computer equipment and software 3 to 5 years Furniture and fixtures 3 to 7 years Equipment acquired under finance leases 3 to 7 years Leasehold improvements Shorter of remaining lease term or expected useful life We charge maintenance and repair costs to expense when incurred. We capitalize major improvements, which extend the useful life of the related asset. Upon disposal of a fixed asset, we record a gain or loss based on the differences between the proceeds received and the net book value of the disposed asset. |
Other Assets | Other Assets Other assets primarily comprise capitalized implementation costs from cloud computing arrangements and security deposits. We capitalize eligible costs associated with cloud computing arrangements over the term of the arrangement, plus reasonably certain renewals, and recognize those costs on a straight-line basis in the same line item in the consolidated statement of operations as the expense for fees associated with the cloud computing arrangement. Cloud computing arrangement costs, included in prepaid expenses and other current assets, were $ 413,000 and $ 413,000 , and other non-current assets w ere $ 1.8 million and $ 2.3 million, as of December 31, 2022 and 2021, respectively. Amortization expense associated with the cloud computing arrangements was $ 413,000 for 2022, $ 215,000 for 2021 and not material for 2020. We present cash flows related to capitalized implementation costs in cash flows used in operating activities. |
Goodwill | Goodwill Goodwill is measured as the excess of the cost of acquisition over the sum of the amounts assigned to identifiable tangible and intangible assets acquired less liabilities assumed. We perform an annual impairment assessment of goodwill at the reporting unit level as of September 30, or more frequently if indicators of potential impairment exist. Our annual impairment assessment requires a comparison of the fair value of our reporting unit to the carrying value. If the fair value of a reporting unit exceeds its carrying amount, goodwill of the reporting unit is considered not impaired. If the carrying value of a reporting unit is greater than its fair value, we will recognize an impairment loss in an amount equal to that excess, limited to the total amount of goodwill allocated to that reporting unit. Additionally, we will consider the income tax effect from any tax deductible goodwill on the carrying amount of the reporting unit when measuring the goodwill impairment loss. |
Revenue Recognition | Revenue Recognition We generate revenue primarily from sales of hardware products. We also generate revenue from software, extended warranties, enhanced maintenance, support services, and nonrecurring engineering, or NRE, development services, none of which are material. We recognize revenue when we transfer control of the promised goods or services to our customers, which for hardware sales is generally at the time of product shipment as determined by agreed-upon shipping terms. We measure revenue based on the amount of consideration we expect to be entitled-to in exchange for those goods or services. We expect the period between when we transfer control of promised goods or services and when we receive payment to be one year or less, and that expectation is consistent with our historical experience. As such, we do not adjust our revenue for the effects of a significant financing component. We recognize any variable consideration, which comprises primarily sales incentives, as revenue reduction at the time of revenue recognition. We estimate sales incentives based on our historical experience and current expectations at the time of revenue recognition and update them at the end of each reporting period as additional information becomes available. Our reader and gateway products are highly dependent on embedded software and cannot function without this embedded software. We account for the hardware and embedded software as a single performance obligation and recognize revenue when control is transferred. Our customer contracts with multiple performance obligations generally include a combination of hardware products, standalone software, extended warranty, enhanced maintenance and support services. For these contracts, we account for individual performance obligations separately if they are distinct. We allocate the transaction price to the separate performance obligations on a relative standalone selling-price basis. In instances where the standalone selling price is not directly observable, such as when we do not sell the product or service separately, we determine the standalone selling price using one, or a combination of, the adjusted market assessment or expected cost-plus margin. We defer amounts allocated to extended warranty and enhanced maintenance sold with our reader and gateway products and recognize them on a straight-line basis over the term of the arrangement, which is typically from one to three years . We defer amounts allocated to support services sold with our reader and gateway products and recognize them when we transfer control of the promised services to our customers. For NRE development agreements that involve significant production, modification or customization of our products, we generally recognize revenue over the performance period using the cost-input method because it best depicts the transfer of services to the customer. We receive payments under these agreements based on a billing schedule. Contract assets relate to our conditional right to consideration for our completed performance under these agreements. We record accounts receivable when the right to consideration becomes unconditional. For the periods presented in this report, our contract assets, deferred revenue and the value of unsatisfied performance obligations for NRE development agreements are not material. If a customer pays consideration before we transfer a good or service under the contract, then we classify those amounts as contract liabilities or deferred revenue. We recognize contract liabilities as revenue when we transfer control of the promised goods or services to our customers. Payment terms typically range from 30 to 120 days . We present revenue net of sales tax in our consolidated statements of operations. We include shipping charges billed to customers in revenue and the related shipping costs in cost of revenue. Practical Expedients and Exemptions: We expense sales commissions when incurred because we expect the amortization period to be one year or less. We record these costs within sales and marketing expenses. We do not disclose the value of unsatisfied performance obligations for (1) contracts with an original expected length of one year or less and (2) contracts for which we recognize revenue at the amount to which we have the right to invoice for services performed. |
Product Warranties | Product Warranties We provide limited warranty coverage for most products, generally ranging from a period of 90 days to one year from the date of shipment. We record a liability for the estimated cost of these warranties based on historical claims, product failure rates and other factors when we recognize the related revenue. We review these estimates periodically and adjust our warranty reserves when actual experience differs from historical estimates or when other information becomes available. The warranty liability primarily includes the anticipated cost of materials, labor and shipping necessary to repair or replace the product. Accrued warranty costs in 2022, 2021 and 2020 were not material. |
Leases | Leases We determine whether an arrangement is or contains a lease at inception. Right-of-use, or ROU, assets represent our right to use an identified asset for the lease term. Lease liabilities represent our obligation to make lease payments arising from the lease. We recognize operating lease ROU assets and liabilities at commencement date based on the present value of future lease payments over the lease term. We use an incremental borrowing rate in determining the present value of future lease payments because our operating leases do not provide an implicit rate. Our incremental borrowing rate is based on a credit-adjusted risk-free rate, which best approximates a secured rate over a similar term of lease. We recognize lease expense for lease payments on a straight-line basis over the lease term. Our lease agreements may contain variable costs such as common area maintenance, insurance, real estate taxes or other costs. We expense variable lease costs on the consolidated statements of operations as incurred. Our lease agreements generally do not contain any residual value guarantees or restrictive covenants. We have various noncancellable operating lease agreements for office, warehouse and research and development space in the U.S., China, Thailand, Brazil and Mala ysia, with expiration dates from 2023 to 2029 . Certain of these arrangements have free or escalating rent payment provisions and optional renewal and termination clauses that we factor into the classification and measurement of the lease when appropriate. These lease agreements typically include lease and non-lease components and are generally accounted for as a single lease component. We consider variable CAM expenses for real estate leases as non-lease components. eases with an initial term of 12 months or less on our consolidated balance sheet; we instead recognize lease expense for these leases on a straight-line basis over the lease term. |
Research and Development Costs | Research and Development Costs Research and development expense comprises primarily personnel expenses (salaries, benefits and other employee related costs) and stock-based compensation expense for our product-development personnel; external consulting and service costs; prototype materials; other new-product development costs; and an allocated portion of infrastructure costs which include occupancy, depreciation and software costs. |
Foreign Currency | Foreign Currency We consider our foreign subsidiaries to be extensions of the U.S. Company. The functional currency of our foreign subsidiaries is the U.S. dollar. We include gains and losses resulting from remeasuring transactions denominated in currencies other than U.S. dollars in other income, net on the consolidated statements of operations. |
Income Taxes | Income Taxes We use the asset and liability approach for accounting, which requires recognizing deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the financial statement and tax bases. We measure deferred tax assets and liabilities using enacted tax rates expected to be in effect when the assets and liabilities are recovered or settled. We recognize the effects of a change in tax rates on deferred tax assets and liabilities in the year of the enactment date. We determine deferred tax assets, including historical net operating losses and deferred tax liabilities, based on temporary differences between the book and tax bases of the assets and liabilities. We believe that it is currently more likely than not that our deferred tax assets will not be realized and, as such, we have recorded a full valuation allowance for these assets. We evaluate the likelihood of our ability to realize deferred tax assets in future periods on a quarterly basis, and if evidence indicates we will be able to realize some or all of our deferred tax assets then we will revise our valuation allowance accordingly. We use a two-step approach for evaluating uncertain tax positions. First, we evaluate recognition, which requires us to determine if the weight of available evidence indicates that a tax position is more likely than not to be sustained upon audit, including resolution of related appeals or litigation processes. If we consider a tax position more likely than not to be unsustained, then no benefits of the position are recognized. Second, we measure the uncertain tax position based on the largest amount of benefit which is more likely than not to be realized on effective settlement. This process involves estimating our actual current tax exposure, including assessing the risks associated with tax audits, together with assessing temporary differences resulting from the different treatment of items for tax and financial reporting purposes. If actual results differ from our estimates, then our net operating loss and credit carryforwards could be materially impacted. Us realizing the benefits of the NOLs and credit carryforwards depends on sufficient taxable income in future years. We have established a valuation allowance against the carrying value of our deferred tax assets, as it is currently more likely than not we will be unable to realize these deferred tax assets. In addition, using NOLs and credits to offset future income subject to taxes may be subject to substantial annual limitations due to the “change in ownership” provisions of the Code and similar state provisions. Events that cause limitations in the amount of NOLs that we may use in any one year include, but are not limited to, a cumulative ownership change of more than 50 %, as defined by Code Sections 382 and 383, over a three-year period. Using our NOLs and tax credit carryforwards could be significantly reduced if a cumulative ownership change of more than 50% has occurred in our past or occurs in our future. |
Stock-Based Compensation | Stock-Based Compensation We have various equity award plans (“Plans”) for granting share-based awards to employees, consultants and non-employee directors of the Company. The Plans provide for granting several available forms of stock compensation such as stock option awards, restricted stock units, or RSUs, RSUs with performance conditions, or PSUs, and RSUs with market and service conditions, or MSUs. We measure stock-based compensation costs for all share-based awards at fair value on the measurement date, which is typically the grant date. We determine the fair value of stock options using the Black-Scholes option-pricing model, which considers, among other things, estimates and assumptions on the expected life of the options, stock price volatility and market value of the Company’s common stock. We determine the fair value of RSUs and PSUs based on the closing price of our common stock at grant date. Additionally, for awards with a market condition, we use a Monte Carlo simulation model to estimate grant date fair value, which takes into consideration the range of possible stock price of total stockholder return outcomes. |
Net Loss per Share | Net Loss per Share We compute net loss per share by dividing net loss by the weighted-average number of shares of common stock outstanding. We have outstanding stock options, RSUs, PSUs, MSUs and an ESPP, each of which we include in our calculation of diluted net loss per share if their effect would be dilutive. We compute diluted net loss per share by considering all potential dilutive common stock equivalents outstanding for the period. We used the treasury stock method for calculating any potential dilutive effect of the conversion of the 2019 Notes on diluted net loss per share for the year ended December 31, 2020. Upon us adopting ASU 2020-06 using the modified retrospective transition method on January 1, 2021, we applied the “if-converted” method for calculating any potential dilutive effect of the conversion of the 2019 and 2021 Notes on diluted net loss per share for the years ended December 31, 2022 and 2021. For more information about the 2019 and 2021 Notes, please refer to Note 7 to our consolidated financial statements. |
Recently Adopted Accounting Standards | Recently Adopted Accounting Standards In August 2020, the FASB issued guidance on debt with conversion and other options, or ASU 2020-06. This guidance eliminates the beneficial and cash-conversion accounting models for convertible instruments and amends the derivative scope exception for contracts in an entity’s own equity. Additionally, this guidance requires the application of the “if-converted” method to calculate the impact of convertible instruments on diluted earnings per share. We adopted ASU 2020-06 on January 1, 2021 using the modified retrospective transition method and accounted for our 2019 Notes on a whole-instrument basis. We recorded a $ 29.3 million increase to long-term debt, a $ 32.7 million decrease to additional paid-in capital and a $ 3.4 million decrease to accumulated deficit on January 1, 2021. Interest expense decreased for the year ended December 31, 2021 compared with the years ended December 31, 2020 and December 31, 2019, respectively, as we no longer separate an equity component of the 2019 Notes and incur amortization of debt discount. We had no changes to net deferred tax liabilities, due to the decrease in deferred tax liability being offset by a corresponding increase in valuation allowance upon adoption. We present our consolidated financial statements as of and for the year ended December 31, 2021, under ASU 2020-06. We have no t adjusted the comparative prior reporting periods and continue to report them in accordance with our historical accounting policy. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Schedule of Revenue and Accounts Receivable Concentration | The following tables present total revenue and accounts receivable concentration for the indicated periods as of the dates presented: Year Ended December 31, 2022 2021 2020 Revenue: Avery Dennison (1) 28 % 32 % 32 % Arizon 10 11 10 38 % 43 % 42 % (1) Includes revenue concentration related to Smartrac. Avery Dennison acquired Smartrac in March 2020. As of December 31, 2022 2021 Accounts Receivable: Avery Dennison (1) 24 % 21 % Arizon 13 13 Intel * 13 Blue Star * 13 37 % 60 % * Less than 10% (1) Includes accounts receivable concentration related to Smartrac. |
Summary of Allowance for Sales Returns | The following table summarizes our allowance for sales returns (in thousands): Balance at Beginning of Year Additional Reserve Applied Sales Return Balance at End of Year Allowance for sales returns and price exceptions: During year ended December 31, 2022 $ 947 $ 1,899 $ ( 2,241 ) $ 605 During year ended December 31, 2021 406 2,780 ( 2,239 ) 947 During year ended December 31, 2020 1,072 1,109 ( 1,775 ) 406 |
Schedule of Property and Equipment Estimated Useful Lives | We record property and equipment at cost and depreciate it using the straight-line method over the estimated useful lives of the related assets. The useful lives are as follows: Category Useful Life Machinery and equipment 2 to 10 years Computer equipment and software 3 to 5 years Furniture and fixtures 3 to 7 years Equipment acquired under finance leases 3 to 7 years Leasehold improvements Shorter of remaining lease term or expected useful life |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
Summary of Assets Measured at Fair Value on Recurring Basis | The following table presents the balances of assets measured at fair value on a recurring basis, by level within the fair value hierarchy, as of the dates presented (in thousands): December 31, 2022 December 31, 2021 Level 1 Level 2 Total Level 1 Level 2 Total Cash equivalents: Money market funds $ 14,620 $ — $ 14,620 $ 113,058 $ — $ 113,058 Total cash equivalents 14,620 — 14,620 113,058 — 113,058 Short-term investments: U.S. government agency securities — 78,621 78,621 — 4,066 4,066 Corporate notes and bonds — 26,953 26,953 — 36,966 36,966 Commercial paper — 24,073 24,073 — 16,489 16,489 Treasury bill — 11,359 11,359 — 4,490 4,490 Yankee bonds — 1,939 1,939 — — — Agency bonds — 2,882 2,882 — — — Asset-backed securities — 8,321 8,321 — 7,432 7,432 Total short-term investments — 154,148 154,148 — 69,443 69,443 Long-term investments: U.S. government agency securities — 13,462 13,462 — 14,225 14,225 Yankee bonds — 1,869 1,869 — — — Agency bonds — 2,983 2,983 — — — Asset-backed securities — 886 886 — — — Total long-term investments — 19,200 19,200 — 14,225 14,225 Total $ 14,620 $ 173,348 $ 187,968 $ 113,058 $ 83,668 $ 196,726 |
Schedule of Cost Or Amortized Cost, Gross Unrealized Gains, Gross Unrealized Losses, And Total Estimated Fair Value Of Financial Assets | The following tables present the cost or amortized cost, gross unrealized gains, gross unrealized losses and total estimated fair value of our financial assets as of the dates presented (in thousands): December 31, 2022 Cost or Gross Gross Total Estimated Amortized Cost Unrealized Gains Unrealized Losses Fair Value Description: Money market funds $ 14,620 $ — $ — $ 14,620 U.S. government agency securities 93,065 — ( 982 ) 92,083 Corporate notes and bonds 27,133 6 ( 186 ) 26,953 Yankee bonds 3,815 — ( 7 ) 3,808 Commercial paper 24,073 — — 24,073 Treasury bill 11,361 2 ( 4 ) 11,359 Agency bond 5,863 4 ( 2 ) 5,865 Asset-backed securities 9,287 2 ( 82 ) 9,207 Total $ 189,217 $ 14 $ ( 1,263 ) $ 187,968 December 31, 2021 Cost or Gross Gross Total Estimated Amortized Cost Unrealized Gains Unrealized Losses Fair Value Description: Money market funds $ 113,058 $ — $ — $ 113,058 U.S. government agency securities 18,314 — ( 23 ) 18,291 Corporate notes and bonds 36,975 3 ( 12 ) 36,966 Commercial paper 16,489 — — 16,489 Treasury bill 4,494 — ( 4 ) 4,490 Asset-backed securities 7,435 — ( 3 ) 7,432 Total $ 196,765 $ 3 $ ( 42 ) $ 196,726 |
Inventory (Tables)
Inventory (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventories | The following table presents the detail of inventories as of the dates presented (in thousands): December 31, 2022 December 31, 2021 Raw materials $ 14,678 $ 6,305 Work-in-process 14,525 7,873 Finished goods 17,194 7,780 Total inventory $ 46,397 $ 21,958 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment | The following table presents property and equipment details as of the dates presented (in thousands): December 31, 2022 December 31, 2021 Machinery and equipment $ 48,420 $ 32,159 Computer equipment and software 3,308 2,991 Furniture and fixtures 1,303 1,138 Equipment acquired under finance leases 2,895 2,960 Leasehold improvements 10,684 10,513 Total property and equipment, gross 66,610 49,761 Less: Accumulated depreciation ( 27,583 ) ( 22,261 ) Total property and equipment, net $ 39,027 $ 27,500 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Summary of Components of Income (Loss) before Income Taxes | The following table presents U.S. and foreign components of income (loss) before income taxes (in thousands): Year Ended December 31, 2022 2021 2020 U.S. $ ( 24,508 ) $ ( 51,488 ) $ ( 52,343 ) Foreign 391 381 509 Loss before income taxes $ ( 24,117 ) $ ( 51,107 ) $ ( 51,834 ) |
Summary of Income Tax Expense | The following table presents the detail of income tax benefit (expense) for the periods presented (in thousands): Year Ended December 31, 2022 2021 2020 Current: U.S. - Federal $ — $ — $ — U.S. - State ( 68 ) ( 8 ) ( 56 ) Foreign ( 110 ) ( 137 ) ( 76 ) ( 178 ) ( 145 ) ( 132 ) Deferred: U.S. - Federal 5 ( 7 ) 32 U.S. - State ( 11 ) ( 1 ) 11 Foreign — — — ( 6 ) ( 8 ) 43 Total income tax expense $ ( 184 ) $ ( 153 ) $ ( 89 ) |
Reconciliation of U.S. Federal Statutory Income Tax Rate to Effective Income Tax Rate | The following table presents a reconciliation of the federal statutory rate and our effective tax rate for the periods presented: Year Ended December 31, 2022 2021 2020 U.S. Statutory Rate 21.0 % 21.0 % 21.0 % Change in valuation allowance ( 54.7 ) ( 33.3 ) ( 23.6 ) State taxes (net of federal benefit) 0.4 0.2 ( 0.4 ) Federal research and development credit 16.5 8.5 3.9 Stock-based compensation 16.1 10.2 0.2 Inducement premium 5.0 ( 4.7 ) — Unrecognized tax benefits ( 4.1 ) ( 2.1 ) ( 1.1 ) Other, net ( 1.0 ) ( 0.1 ) ( 0.2 ) Effective income tax rate ( 0.8 %) ( 0.3 %) ( 0.2 %) |
Summary of Significant Components Deferred Tax Assets and Liabilities | Deferred federal, state and foreign income taxes reflect the net tax impact of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and for tax purposes. The following table presents the significant components of our deferred tax assets and liabilities as of the dates presented (in thousands): December 31, 2022 December 31, 2021 Net operating loss carryforwards $ 53,157 $ 58,673 Credit carryforwards 16,868 13,879 Capitalized research and development 17,072 857 Operating lease liabilities 3,011 3,425 Allowances 1,398 859 Deferral of employer taxes — 111 Deferred revenue 74 50 Stock-based compensation 6,041 6,762 Disallowed interest expense 676 768 Inventory cost capitalization 791 506 Other — 23 Deferred tax assets 99,088 85,913 Less: Valuation allowance ( 95,710 ) ( 82,461 ) Net deferred tax assets 3,378 3,452 Deferred tax liability: Goodwill ( 796 ) ( 744 ) Depreciation and amortization ( 475 ) ( 336 ) Operating lease ROU assets ( 2,226 ) ( 2,485 ) Deferred tax liabilities ( 3,497 ) ( 3,565 ) Net deferred tax liability $ ( 119 ) $ ( 113 ) |
Total Balance of Unrecognized Tax Benefits | The following table presents the total balance of unrecognized tax benefits as of the dates presented (in thousands): Year Ended December 31, 2022 2021 2020 Balance at beginning of period $ 4,609 $ 3,519 $ 3,428 Gross increase to tax positions in prior periods — — ( 417 ) Gross increase to tax positions in current periods 997 1,090 508 Balance at end of period $ 5,606 $ 4,609 $ 3,519 |
Long-term Debt (Tables)
Long-term Debt (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Debt Disclosure [Abstract] | |
Summary of Outstanding Principal Amount and Carrying Value | The following table presents the outstanding principal amount and carrying value of the Notes as of the dates indicated (in thousands): December 31, 2022 December 31, 2021 Principal Amount Unamortized debt issuance costs Net Carrying Amount Principal Amount Unamortized debt issuance costs Net Carrying Amount 2019 Notes (1) (2) $ — $ — $ — $ 9,850 $ ( 217 ) $ 9,633 2021 Notes 287,500 ( 7,256 ) 280,244 287,500 ( 8,839 ) 278,661 Total Debt 287,500 ( 7,256 ) 280,244 297,350 ( 9,056 ) 288,294 Short-term Debt — — — 9,850 ( 217 ) 9,633 Long-term Debt $ 287,500 $ ( 7,256 ) $ 280,244 $ 287,500 $ ( 8,839 ) $ 278,661 (1) In November 2021, we completed a privately negotiated repurchase of $ 76.4 million principal amount of the 2019 Notes which we accounted for as an induced conversion in accordance with Accounting Standards Codification 470-20, Debt with Conversion and Other Options (ASC 470-20). As a result of this transaction, we recorded unamortized debt issuance costs of $ 1.8 million in additional paid-in capital for the year ended December 31, 2021. Please refer to section "Repurchase of the Convertible Senior Notes – 2019". 9.85 million of the remaining principal amount of the 2019 Notes which we accounted for as an induced conversion in accordance with Accounting Standards Codification 470-20, Debt with Conversion and Other Options (ASC 470-20). As a result of this transaction, we recorded unamortized debt issuance costs of $ 199,000 in additional paid-in capital for the year ended December 31, 2022. Please refer to section "Repurchase of the Convertible Senior Notes – 2019". |
Schedule of Notes | Further details of the Notes are as follows: Issuance Maturity Date Interest Rate First Interest Payment Date Effective Interest Rate Semi-Annual Interest Payment Dates Initial Conversion Rate per $1,000 Principal Initial Conversion Price Number of Shares (in millions) (1) 2019 Notes December 15, 2026 2 % June 15, 2020 2.47 % June 15; December 15 28.9415 $ 34.55 N/A 2021 Notes May 15, 2027 1.125 % May 15, 2022 1.72 % May 15; November 15 9.0061 $ 111.04 2.6 (1) We repurchased the 2019 Notes in November 2021 ($ 76.4 million) and June 2022 ($ 9.85 million). |
Schedule of Interest Expense | Interest expense related to the Notes was as follows (in thousands): Year Ended December 31, 2022 Year Ended December 31, 2021 Year Ended December 31, 2020 2019 Notes 2021 Notes Total 2019 Notes 2021 Notes Total 2019 Notes Total Amortization of debt discount $ - $ - $ - $ — $ — $ — $ 3,566 $ 3,566 Amortization of debt issuance costs 19 1,583 1,602 329 239 568 115 115 Cash interest expense 87 3,234 3,321 1,488 494 1,982 1,732 1,732 Total interest expense $ 106 $ 4,817 $ 4,923 $ 1,817 $ 733 $ 2,550 $ 5,413 $ 5,413 |
Stock-Based Awards (Tables)
Stock-Based Awards (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Summary of Stock-Based Compensation Expense | The following table presents the detail of stock-based compensation expense amounts included in our consolidated statements of operations for the periods presented (in thousands): Year Ended December 31, 2022 2021 2020 Cost of revenue $ 1,522 $ 1,869 $ 1,015 Research and development expense 17,961 17,170 10,314 Sales and marketing expense 9,447 9,496 5,981 General and administrative expense 13,513 11,963 8,365 Total stock-based compensation expense $ 42,443 $ 40,498 $ 25,675 |
Summary of Stock Options Activity | The following table summarizes option award activity for the year ended December 31, 2022 (in thousands, except per share data and years): Number of Weighted-Average Weighted-Average Total Intrinsic Outstanding at December 31, 2021 2,288 $ 24.53 6.65 $ 146,827 Granted — — Exercised ( 550 ) 22.56 Forfeited or expired ( 26 ) 29.07 Outstanding at December 31, 2022 1,712 25.09 5.92 143,996 Vested and exercisable at December 31, 2022 1,466 $ 24.38 5.70 $ 124,287 |
Schedule of Stock Options Valuation Assumptions | We estimate the fair value of options granted at the date of grant using the Black-Scholes option-pricing model with the following assumptions for the periods presented: Year Ended December 31, 2022 2021 2020 Risk-free interest rate N/A 0.8 % - 1.2 % 0.3 % - 1.7 % Expected dividends yield N/A None None Expected volatility N/A 71.2 % - 72.4 % 64.3 % - 70.3 % Weighted-average expected term N/A 6.08 6.08 Weighted-average fair value of options granted N/A $ 36.94 $ 16.56 |
Summary of Restricted Stock Units | The following table summarizes activity for restricted stock units, or RSUs, RSUs with performance conditions, or PSUs, and RSUs with market and service conditions, or MSUs, for the year ended December 31, 2022 (in thousands, except per share data): Number of Underlying Shares Weighted-Average Grant Date Fair Value RSUs MSUs PSUs RSUs MSUs PSUs Outstanding at December 31, 2021 1,165 84 268 $ 45.45 $ 77.01 $ 54.67 Granted 737 57 77 65.81 81.22 64.07 Vested ( 478 ) — ( 269 ) 44.20 — 54.70 Forfeited ( 114 ) ( 31 ) ( 2 ) 50.43 72.81 64.98 Outstanding at December 31, 2022 1,310 110 74 $ 56.92 $ 80.40 $ 64.03 |
Schedule of Employee Stock Purchase Plan Valuation Assumptions | We estimate the fair value of the ESPP grant at the start of the offering period using the Black-Scholes option-pricing model with the following assumptions for the periods presented: Year Ended December 31, 2022 2021 2020 Risk-free interest rate 0.7 % - 3.2 % 0.0 % - 0.1 % 0.1 % - 1.6 % Expected term 0.5 Years 0.5 Years 0.5 Years Expected volatility 71.9 % - 76.3 % 61.0 % - 65.8 % 46.9 % - 91.0 % |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Leases [Abstract] | |
Components of Lease Expense | The following table presents the components of lease expense in our consolidated statements of operations for the periods presented (in thousands): Year Ended December 31, 2022 2021 2020 Operating lease costs (a) Single lease costs $ 4,299 $ 4,154 $ 4,121 Variable lease costs 2,159 1,910 1,738 Sublease income (b) ( 1,976 ) ( 1,900 ) ( 1,902 ) Total operating lease costs $ 4,482 $ 4,164 $ 3,957 (a) Includes short-term lease costs, which are immaterial. (b) Sublease income is related to unused office space that we sublet as part of the fiscal 2018 restructuring where we continue to have the primary obligations. |
Supplemental Cash Flow Information Related to Operating Leases | The following table presents supplemental cash flow information related to operating leases for the periods presented (in thousands): Year Ended December 31, 2022 2021 2020 Cash paid for amounts included in the measurement of lease liabilities Operating cash flows used $ 5,097 $ 4,895 4755 Lease liabilities arising from remeasurement of right-of-use assets Operating leases $ — $ 698 $ — Lease liabilities arising from obtaining ROU assets Operating leases $ 2,237 $ — $ — |
Schedule of Weighted-Average Remaining Lease Terms and Weighted-Average Discount Rate Related to Operating Leases | he following table presents weighted-average remaining lease term and weighted-average discount rate related to operating leases as of: 2022 2021 Weighted-average remaining lease term (years) 4.3 4.4 Weighted-average discount rate 6.9 % 6.7 % |
Schedule of Future Lease Payments under Operating Leases | The following table presents future lease payments under operating leases as of December 31, 2022 (in thousands): Operating Leases Lease Payments Sublease Income Net 2023 $ 4,059 $ ( 123 ) $ 3,936 2024 3,853 — 3,853 2025 3,919 — 3,919 2026 4,019 — 4,019 2027 623 — 623 Thereafter 1,191 — 1,191 Total lease payments $ 17,664 $ ( 123 ) $ 17,541 Less: Imputed interest ( 3,476 ) Present value of lease liabilities 14,188 Less: Current portion of lease liabilities 3,122 Lease liabilities, net of current portion $ 11,066 |
Deferred Revenue (Tables)
Deferred Revenue (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Deferred Revenue Disclosure [Abstract] | |
Summary of Changes in Deferred Revenue | The following table presents the changes in deferred revenue for the indicated periods (in thousands): Year Ended December 31, 2022 2021 Balance at beginning of period $ 794 $ 7,088 Deferral of revenue 3,143 981 Recognition of deferred revenue ( 1,338 ) ( 7,275 ) Balance at end of period $ 2,599 $ 794 |
Segment Reporting (Tables)
Segment Reporting (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Segment Reporting [Abstract] | |
Summary of Revenue Categories | The following table presents our revenue categories for the indicated periods (in thousands): Year Ended December 31, 2022 2021 2020 Endpoint ICs $ 191,532 $ 139,250 $ 102,326 Systems 66,268 51,033 36,597 Total revenue $ 257,800 $ 190,283 $ 138,923 |
Summary of Long-lived Assets by Geography | The following table summarizes our long-lived assets, comprising property and equipment, less accumulated depreciation (in thousands): December 31, 2022 December 31, 2021 United States $ 10,551 $ 9,493 Malaysia 12,817 10,227 Taiwan 12,620 7,330 Others 3,039 450 Total $ 39,027 $ 27,500 |
Summary of Sales by Geography | The following table presents our sales by geography for the indicated periods (in thousands): Year Ended December 31, 2022 2021 2020 Americas $ 57,129 $ 38,021 $ 30,962 Asia Pacific 168,249 133,152 98,483 Europe, Middle East and Africa 32,422 19,110 9,478 Total revenue $ 257,800 $ 190,283 $ 138,923 |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Earnings Per Share [Abstract] | |
Reconciliation of the Numerator and Denominator used in Computing Basic and Diluted Net Loss Per Share | For the periods presented, the following table provides a reconciliation of the numerator and denominator used in computing basic and diluted net loss per share (in thousands, except for per-share amounts): Year Ended December 31, 2022 2021 2020 Numerator: Net loss $ ( 24,301 ) $ ( 51,260 ) $ ( 51,923 ) Denominator: Weighted-average shares outstanding — basic and diluted 25,539 24,176 22,819 Net loss per share — basic and diluted $ ( 0.95 ) $ ( 2.12 ) $ ( 2.28 ) |
Computation of Diluted Net Loss Per Share Effect in Antidilutive | The following table presents the outstanding shares of our common stock equivalents excluded from the computation of diluted net loss per share as of the dates presented because their effect would have been antidilutive (in thousands): Year Ended December 31, 2022 2021 2020 Stock options 1,712 2,288 3,061 RSUs, MSUs and PSUs 1,494 1,517 1,087 Employee stock purchase plan shares 26 42 73 2019 Notes — 285 — 2021 Notes 2,589 2,589 — |
Restructuring (Tables)
Restructuring (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Restructuring and Related Activities [Abstract] | |
Summary of Accrued Restructuring Costs | A summary of accrued restructuring costs as of December 31, 2022, is shown in the table below (in thousands): Employee Termination Benefits Other Associated Costs Total Restructuring costs incurred in 2021 $ 1,671 $ 50 $ 1,721 Cash payments in 2021 ( 1,080 ) ( 50 ) ( 1,130 ) Cash payments in 2022 ( 489 ) — ( 489 ) Restructuring costs adjustments in 2022 ( 102 ) — ( 102 ) Accrued restructuring costs as of December 31, 2022 $ — $ — $ — |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Schedule of Revenue and Accounts Receivable Concentration (Details) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Customer Concentration Risk | Revenue | Avery Dennison | |||
Concentration Risk [Line Items] | |||
Concentration risk percentage | 28% | 32% | 32% |
Customer Concentration Risk | Revenue | Arizon | |||
Concentration Risk [Line Items] | |||
Concentration risk percentage | 10% | 11% | 10% |
Customer Concentration Risk | Revenue | Top Two Customers | |||
Concentration Risk [Line Items] | |||
Concentration risk percentage | 38% | 43% | 42% |
Credit Concentration Risk | Accounts Receivable | Avery Dennison | |||
Concentration Risk [Line Items] | |||
Concentration risk percentage | 24% | 21% | |
Credit Concentration Risk | Accounts Receivable | Arizon | |||
Concentration Risk [Line Items] | |||
Concentration risk percentage | 13% | 13% | |
Credit Concentration Risk | Accounts Receivable | Intel | |||
Concentration Risk [Line Items] | |||
Concentration risk percentage | 13% | ||
Credit Concentration Risk | Accounts Receivable | BlueStar | |||
Concentration Risk [Line Items] | |||
Concentration risk percentage | 13% | ||
Credit Concentration Risk | Accounts Receivable | Top Four Customers | |||
Concentration Risk [Line Items] | |||
Concentration risk percentage | 37% | 60% |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Additional Information (Details) - USD ($) | 12 Months Ended | |||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Jan. 01, 2021 | |
Significant Accounting Policies [Line Items] | ||||
Inventory excess and obsolescence charges, unfavorable impact on gross margin percentage | 1.50% | 2.20% | ||
Amortization expense associated with cloud computing arrangements | $ 413,000 | $ 215,000 | ||
Sales commissions maximum amortization period | 1 year | |||
Sales contracts with original expected length | one year or less | |||
Cumulative ownership change percentage | 50% | |||
Cumulative change in ownership period | 3 years | |||
Investment impairment charges | $ 0 | 0 | $ 0 | |
Long-term debt | 280,244,000 | 278,661,000 | ||
Additional paid in capital | (403,599,000) | (351,422,000) | ||
Accumulated deficit | $ 386,785,000 | 362,484,000 | ||
ASU 2020-06 | ||||
Significant Accounting Policies [Line Items] | ||||
Change in accounting principle, accounting standards update, adopted | true | |||
Change in accounting principle, accounting standards update, adoption date | Jan. 01, 2021 | |||
Change in accounting principle, accounting standards update, immaterial effect | false | |||
ASU 2020-06 | Change in Accounting Method Accounted for as Change in Estimate | Revision of Prior Period, Accounting Standards Update, Adjustment | ||||
Significant Accounting Policies [Line Items] | ||||
Long-term debt | $ 29,300,000 | |||
Additional paid in capital | 32,700,000 | |||
Accumulated deficit | $ 3,400,000 | |||
Maximum | ||||
Significant Accounting Policies [Line Items] | ||||
Expected revenue recognition term | 1 year | |||
Extended warranty and enhanced maintenance term | 3 years | |||
Payment Terms | 120 days | |||
Product warranty coverage period | 1 year | |||
Lease expiration year | 2029 | |||
Minimum | ||||
Significant Accounting Policies [Line Items] | ||||
Extended warranty and enhanced maintenance term | 1 year | |||
Payment Terms | 30 days | |||
Product warranty coverage period | 90 days | |||
Lease expiration year | 2023 | |||
Prepaid Expenses and Other Current Assets | ||||
Significant Accounting Policies [Line Items] | ||||
Cloud computing arrangement costs | $ 413,000 | 413,000 | ||
Other Non-current Assets | ||||
Significant Accounting Policies [Line Items] | ||||
Cloud computing arrangement costs | $ 1,800,000 | $ 2,300,000 | ||
2021 Convertible Senior Notes due 2027 | ||||
Significant Accounting Policies [Line Items] | ||||
Debt instrument, maturity year | 2027 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Summary of Allowance for Sales Returns (Details) - Allowance for Sales Returns and Price Exceptions - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Valuation And Qualifying Accounts Disclosure [Line Items] | |||
Balance at Beginning of Year | $ 947 | $ 406 | $ 1,072 |
Additional Reserve | 1,899 | 2,780 | 1,109 |
Applied Sales Return | (2,241) | (2,239) | (1,775) |
Balance at End of Year | $ 605 | $ 947 | $ 406 |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies - Schedule of Property and Equipment Estimated Useful Lives (Details) | 12 Months Ended |
Dec. 31, 2022 | |
Leasehold Improvements | |
Property Plant And Equipment [Line Items] | |
Property and equipment, estimated useful lives | Shorter of remaining lease term or expected useful life |
Minimum | Machinery and Equipment | |
Property Plant And Equipment [Line Items] | |
Property and equipment, estimated useful lives (Years) | 2 years |
Minimum | Computer Equipment and Software | |
Property Plant And Equipment [Line Items] | |
Property and equipment, estimated useful lives (Years) | 3 years |
Minimum | Furniture and Fixtures | |
Property Plant And Equipment [Line Items] | |
Property and equipment, estimated useful lives (Years) | 3 years |
Minimum | Equipment Acquired Under Finance Leases | |
Property Plant And Equipment [Line Items] | |
Property and equipment, estimated useful lives (Years) | 3 years |
Maximum | Machinery and Equipment | |
Property Plant And Equipment [Line Items] | |
Property and equipment, estimated useful lives (Years) | 10 years |
Maximum | Computer Equipment and Software | |
Property Plant And Equipment [Line Items] | |
Property and equipment, estimated useful lives (Years) | 5 years |
Maximum | Furniture and Fixtures | |
Property Plant And Equipment [Line Items] | |
Property and equipment, estimated useful lives (Years) | 7 years |
Maximum | Equipment Acquired Under Finance Leases | |
Property Plant And Equipment [Line Items] | |
Property and equipment, estimated useful lives (Years) | 7 years |
Fair Value Measurements - Summa
Fair Value Measurements - Summary of Assets Measured at Fair Value on Recurring Basis (Details) - Fair Value Measurements Recurring - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Assets measured at fair value | $ 187,968 | $ 196,726 |
Cash Equivalents | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Assets measured at fair value | 14,620 | 113,058 |
Cash Equivalents | Money Market Funds | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Assets measured at fair value | 14,620 | 113,058 |
Short-term Investments | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Assets measured at fair value | 154,148 | 69,443 |
Short-term Investments | U.S. Government Agency Securities | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Assets measured at fair value | 78,621 | 4,066 |
Short-term Investments | Corporate Notes and Bonds | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Assets measured at fair value | 26,953 | 36,966 |
Short-term Investments | Commercial Paper | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Assets measured at fair value | 24,073 | 16,489 |
Short-term Investments | Treasury Bill | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Assets measured at fair value | 11,359 | 4,490 |
Short-term Investments | Yankee Bonds | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Assets measured at fair value | 1,939 | |
Short-term Investments | Agency Bonds | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Assets measured at fair value | 2,882 | |
Short-term Investments | Asset-Backed Securities | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Assets measured at fair value | 8,321 | 7,432 |
Long-term Investments | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Assets measured at fair value | 19,200 | 14,225 |
Long-term Investments | U.S. Government Agency Securities | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Assets measured at fair value | 13,462 | 14,225 |
Long-term Investments | Yankee Bonds | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Assets measured at fair value | 1,869 | |
Long-term Investments | Agency Bonds | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Assets measured at fair value | 2,983 | |
Long-term Investments | Asset-Backed Securities | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Assets measured at fair value | 886 | |
Level 1 | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Assets measured at fair value | 14,620 | 113,058 |
Level 1 | Cash Equivalents | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Assets measured at fair value | 14,620 | 113,058 |
Level 1 | Cash Equivalents | Money Market Funds | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Assets measured at fair value | 14,620 | 113,058 |
Level 2 | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Assets measured at fair value | 173,348 | 83,668 |
Level 2 | Short-term Investments | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Assets measured at fair value | 154,148 | 69,443 |
Level 2 | Short-term Investments | U.S. Government Agency Securities | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Assets measured at fair value | 78,621 | 4,066 |
Level 2 | Short-term Investments | Corporate Notes and Bonds | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Assets measured at fair value | 26,953 | 36,966 |
Level 2 | Short-term Investments | Commercial Paper | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Assets measured at fair value | 24,073 | 16,489 |
Level 2 | Short-term Investments | Treasury Bill | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Assets measured at fair value | 11,359 | 4,490 |
Level 2 | Short-term Investments | Yankee Bonds | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Assets measured at fair value | 1,939 | |
Level 2 | Short-term Investments | Agency Bonds | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Assets measured at fair value | 2,882 | |
Level 2 | Short-term Investments | Asset-Backed Securities | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Assets measured at fair value | 8,321 | 7,432 |
Level 2 | Long-term Investments | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Assets measured at fair value | 19,200 | 14,225 |
Level 2 | Long-term Investments | U.S. Government Agency Securities | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Assets measured at fair value | 13,462 | $ 14,225 |
Level 2 | Long-term Investments | Yankee Bonds | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Assets measured at fair value | 1,869 | |
Level 2 | Long-term Investments | Agency Bonds | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Assets measured at fair value | 2,983 | |
Level 2 | Long-term Investments | Asset-Backed Securities | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Assets measured at fair value | $ 886 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Marketable securities continuous loss position for less than 12 months, estimated fair value | $ 125,600,000 | $ 61,000,000 |
Marketable securities continuous loss position for less than 12 months, unrealized losses | 1,200,000 | 42,000 |
Marketable securities continuous loss position for greater than 12 months, estimated fair value | 13,900,000 | 0 |
Marketable securities continuous loss position for greater than 12 months, unrealized losses | $ 100,000 | 0 |
2021 Convertible Senior Notes due 2027 | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Debt instrument, maturity year | 2027 | |
Fair Value Measurements Recurring | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Assets measured at fair value | $ 187,968,000 | 196,726,000 |
Liabilities measured at fair value | 0 | 0 |
Fair Value Measurements Recurring | Level 3 | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Assets measured at fair value | $ 0 | $ 0 |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule of Cost Or Amortized Cost, Gross Unrealized Gains, Gross Unrealized Losses, And Total Estimated Fair Value Of Financial Assets (Details) - Fair Value Measurements Recurring - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cost or Amortized Cost | $ 189,217 | $ 196,765 |
Gross Unrealized Gains | 14 | 3 |
Gross Unrealized Losses | (1,263) | (42) |
Total Estimated Fair Value | 187,968 | 196,726 |
Money Market Funds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cost or Amortized Cost | 14,620 | 113,058 |
Gross Unrealized Gains | ||
Gross Unrealized Losses | ||
Total Estimated Fair Value | 14,620 | 113,058 |
U.S. Government Agency Securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cost or Amortized Cost | 93,065 | 18,314 |
Gross Unrealized Gains | ||
Gross Unrealized Losses | (982) | (23) |
Total Estimated Fair Value | 92,083 | 18,291 |
Corporate Notes and Bonds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cost or Amortized Cost | 27,133 | 36,975 |
Gross Unrealized Gains | 6 | 3 |
Gross Unrealized Losses | (186) | (12) |
Total Estimated Fair Value | 26,953 | 36,966 |
Yankee Bonds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cost or Amortized Cost | 3,815 | |
Gross Unrealized Gains | ||
Gross Unrealized Losses | (7) | |
Total Estimated Fair Value | 3,808 | |
Commercial Paper | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cost or Amortized Cost | 24,073 | 16,489 |
Gross Unrealized Gains | ||
Gross Unrealized Losses | ||
Total Estimated Fair Value | 24,073 | 16,489 |
Treasury Bill | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cost or Amortized Cost | 11,361 | 4,494 |
Gross Unrealized Gains | 2 | |
Gross Unrealized Losses | (4) | (4) |
Total Estimated Fair Value | 11,359 | 4,490 |
Agency Bonds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cost or Amortized Cost | 5,863 | |
Gross Unrealized Gains | 4 | |
Gross Unrealized Losses | (2) | |
Total Estimated Fair Value | 5,865 | |
Asset-Backed Securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cost or Amortized Cost | 9,287 | 7,435 |
Gross Unrealized Gains | 2 | |
Gross Unrealized Losses | (82) | (3) |
Total Estimated Fair Value | $ 9,207 | $ 7,432 |
Inventory - Schedule of Invento
Inventory - Schedule of Inventories (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 14,678 | $ 6,305 |
Work-in-process | 14,525 | 7,873 |
Finished goods | 17,194 | 7,780 |
Total inventory | $ 46,397 | $ 21,958 |
Property and Equipment - Schedu
Property and Equipment - Schedule of Property and Equipment (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Property Plant And Equipment [Line Items] | ||
Total property and equipment, gross | $ 66,610,000 | $ 49,761,000 |
Less: Accumulated depreciation | (27,583,000) | (22,261,000) |
Total property and equipment, net | 39,027,000 | 27,500,000 |
Machinery and Equipment | ||
Property Plant And Equipment [Line Items] | ||
Total property and equipment, gross | 48,420,000 | 32,159,000 |
Computer Equipment and Software | ||
Property Plant And Equipment [Line Items] | ||
Total property and equipment, gross | 3,308,000 | 2,991,000 |
Furniture and Fixtures | ||
Property Plant And Equipment [Line Items] | ||
Total property and equipment, gross | 1,303,000 | 1,138,000 |
Equipment Acquired Under Finance Leases | ||
Property Plant And Equipment [Line Items] | ||
Total property and equipment, gross | 2,895,000 | 2,960,000 |
Total property and equipment, net | 0 | 200,000 |
Leasehold Improvements | ||
Property Plant And Equipment [Line Items] | ||
Total property and equipment, gross | $ 10,684,000 | $ 10,513,000 |
Property and Equipment - Additi
Property and Equipment - Additional Information (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Property Plant And Equipment [Line Items] | |||
Depreciation | $ 6,044,000 | $ 4,602,000 | $ 4,504,000 |
Property and equipment, net | 39,027,000 | 27,500,000 | |
Equipment Acquired Under Finance Leases | |||
Property Plant And Equipment [Line Items] | |||
Property and equipment, net | $ 0 | $ 200,000 |
Income Taxes - Summary of Compo
Income Taxes - Summary of Components of Income (Loss) before Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |||
U.S. | $ (24,508) | $ (51,488) | $ (52,343) |
Foreign | 391 | 381 | 509 |
Loss before income taxes | $ (24,117) | $ (51,107) | $ (51,834) |
Income Taxes - Summary of Incom
Income Taxes - Summary of Income Tax Benefit (Expense) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Current: | |||
U.S. - State | $ (68) | $ (8) | $ (56) |
Foreign | (110) | (137) | (76) |
Total current | (178) | (145) | (132) |
Deferred: | |||
U.S. - Federal | 5 | (7) | 32 |
U.S. - State | (11) | (1) | 11 |
Total deferred | (6) | (8) | 43 |
Total income tax expense | $ (184) | $ (153) | $ (89) |
Income Taxes - Reconciliation o
Income Taxes - Reconciliation of U.S. Federal Statutory Income Tax Rate to Effective Income Tax Rate (Details) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |||
U.S. Statutory Rate | 21% | 21% | 21% |
Change in valuation allowance | (54.70%) | (33.30%) | (23.60%) |
State taxes (net of federal benefit) | 0.40% | 0.20% | (0.40%) |
Federal research and development credit | 16.50% | 8.50% | 3.90% |
Stock-based compensation | 16.10% | 10.20% | 0.20% |
Inducement premium | 5% | (4.70%) | |
Unrecognized tax benefits | (4.10%) | (2.10%) | (1.10%) |
Other, net | (1.00%) | (0.10%) | (0.20%) |
Effective income tax rate | (0.80%) | (0.30%) | (0.20%) |
Income Taxes - Summary of Signi
Income Taxes - Summary of Significant Components of Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Income Tax Disclosure [Abstract] | ||
Net operating loss carryforwards | $ 53,157 | $ 58,673 |
Credit carryforwards | 16,868 | 13,879 |
Capitalized research and development | 17,072 | 857 |
Operating lease liabilities | 3,011 | 3,425 |
Allowances | 1,398 | 859 |
Deferral of employer taxes | 111 | |
Deferred revenue | 74 | 50 |
Stock-based compensation | 6,041 | 6,762 |
Disallowed interest expense | 676 | 768 |
Inventory cost capitalization | 791 | 506 |
Other | 23 | |
Deferred tax assets | 99,088 | 85,913 |
Less: Valuation allowance | (95,710) | (82,461) |
Net deferred tax assets | 3,378 | 3,452 |
Deferred tax liability: | ||
Goodwill | (796) | (744) |
Depreciation and amortization | (475) | (336) |
Operating lease ROU assets | (2,226) | (2,485) |
Deferred tax liabilities | (3,497) | (3,565) |
Net deferred tax liability | $ (119) | $ (113) |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) | 12 Months Ended | |||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | ||||
Accumulated federal tax losses | $ 249,300,000 | $ 274,700,000 | ||
Accumulated federal tax losses with indefinite life | 141,800,000 | |||
Accumulated state tax losses | 21,700,000 | 23,300,000 | ||
Research and development credit carry-forwards | $ 22,300,000 | 18,300,000 | ||
Federal tax losses and research and development credit carryforward expiration year | 2020 | |||
Unrecognized tax benefits | $ 5,606,000 | $ 4,609,000 | $ 3,519,000 | $ 3,428,000 |
Accrued interest and penalties related to unrecognized tax benefits | 0 | |||
Unrecognized tax benefits, if recognized would impact the effective tax rate | 0 | |||
Tax cut job act, impact of provision in deferred tax assets | $ 16,700,000 |
Income Taxes - Total Balance of
Income Taxes - Total Balance of Unrecognized Tax Benefits (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |||
Balance at beginning of period | $ 4,609 | $ 3,519 | $ 3,428 |
Gross increase to tax positions in prior periods | (417) | ||
Gross increase to tax positions in current periods | 997 | 1,090 | 508 |
Balance at end of period | $ 5,606 | $ 4,609 | $ 3,519 |
Long-term Debt - Summary of Out
Long-term Debt - Summary of Outstanding Principal Amount and Carrying Value (Details) - USD ($) | Dec. 31, 2022 | Jun. 30, 2022 | Dec. 31, 2021 | Nov. 30, 2021 |
Debt Instrument [Line Items] | ||||
Principal Amount | $ 287,500,000 | $ 297,350,000 | ||
Unamortized debt issuance costs | 7,256,000 | 9,056,000 | ||
Net Carrying Amount | 280,244,000 | 288,294,000 | ||
Short-term Debt | ||||
Debt Instrument [Line Items] | ||||
Principal Amount | 9,850,000 | |||
Unamortized debt issuance costs | 217,000 | |||
Net Carrying Amount | 9,633,000 | |||
Long-term Debt | ||||
Debt Instrument [Line Items] | ||||
Principal Amount | 287,500,000 | 287,500,000 | ||
Unamortized debt issuance costs | 7,256,000 | 8,839,000 | ||
Net Carrying Amount | 280,244,000 | 278,661,000 | ||
2019 Convertible Senior Notes due 2026 | ||||
Debt Instrument [Line Items] | ||||
Principal Amount | 9,850,000 | |||
Unamortized debt issuance costs | $ 199,000 | 217,000 | $ 1,800,000 | |
Net Carrying Amount | 9,633,000 | |||
2021 Convertible Senior Notes due 2027 | ||||
Debt Instrument [Line Items] | ||||
Principal Amount | 287,500,000 | 287,500,000 | ||
Unamortized debt issuance costs | 7,256,000 | 8,839,000 | ||
Net Carrying Amount | $ 280,244,000 | $ 278,661,000 |
Long-term Debt - Summary of O_2
Long-term Debt - Summary of Outstanding Principal Amount and Carrying Value (Parenthetical) (Details) - USD ($) | 1 Months Ended | |||
Jun. 30, 2022 | Nov. 30, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |
Debt Instrument [Line Items] | ||||
Unamortized debt issuance costs | $ 7,256,000 | $ 9,056,000 | ||
2019 Convertible Senior Notes due 2026 | ||||
Debt Instrument [Line Items] | ||||
Repurchase of debt principal amount | $ 9,850,000 | $ 76,400,000 | ||
Unamortized debt issuance costs | 199,000 | 1,800,000 | 217,000 | |
2019 Note Repurchase | 2019 Convertible Senior Notes due 2026 | ||||
Debt Instrument [Line Items] | ||||
Repurchase of debt principal amount | 9,850,000 | $ 76,400,000 | ||
Unamortized debt issuance costs | $ 199,000 | $ 1,800,000 |
Long-term Debt - Convertible Se
Long-term Debt - Convertible Senior Notes - Additional Information (Details) | 1 Months Ended | 12 Months Ended | |||||
Dec. 11, 2019 $ / shares | Jun. 30, 2022 USD ($) | Nov. 30, 2021 USD ($) | Dec. 31, 2019 USD ($) d $ / shares | Dec. 31, 2022 USD ($) d | Dec. 31, 2021 USD ($) | Jan. 01, 2021 USD ($) | |
Debt Instrument [Line Items] | |||||||
Debt instrument, threshold trading days | d | 5 | ||||||
Number of business day | d | 5 | ||||||
Long-term debt | $ 280,244,000 | $ 278,661,000 | |||||
Additional paid in capital | (403,599,000) | (351,422,000) | |||||
Accumulated deficit | 386,785,000 | 362,484,000 | |||||
Payment for capped call transactions | $ 10,100,000 | ||||||
Induced conversion expense related to convertible notes | 2,232,000 | 11,333,000 | |||||
Unamortized debt issuance costs | 7,256,000 | 9,056,000 | |||||
ASU 2020-06 | Change in Accounting Method Accounted for as Change in Estimate | Revision of Prior Period, Accounting Standards Update, Adjustment | |||||||
Debt Instrument [Line Items] | |||||||
Long-term debt | $ 29,300,000 | ||||||
Additional paid in capital | 32,700,000 | ||||||
Accumulated deficit | $ 3,400,000 | ||||||
2019 Convertible Senior Notes due 2026 | |||||||
Debt Instrument [Line Items] | |||||||
Aggregate principal amount | $ 86,300,000 | ||||||
Debt instrument, maturity date | Dec. 15, 2026 | ||||||
Net proceeds from issuing notes | $ 83,500,000 | ||||||
Repurchase of debt principal amount | $ 9,850,000 | $ 76,400,000 | |||||
Debt instrument, borrowing interest rate percentage | 9.90% | ||||||
Fair value of liability component upon issuance | $ 52,500,000 | ||||||
Initial carrying amount of liability component recognized as debt discount | 33,800,000 | ||||||
Proceeds from convertible debt | 86,300,000 | ||||||
Adjustments recorded in additional paid-in capital | 33,800,000 | ||||||
Total issuance costs | 2,800,000 | ||||||
Liability issuance costs | 1,700,000 | ||||||
Equity issuance costs | $ 1,100,000 | ||||||
Cap price of the capped call transactions | $ / shares | $ 54.20 | ||||||
Premium percentage on sale price of common stock | 100% | ||||||
Common stock sale price per share last reported | $ / shares | $ 27.10 | ||||||
Capped call transactions expiration consecutive days | d | 40 | ||||||
Capped call transaction expiring date | Dec. 11, 2026 | ||||||
Payment of 2019 Notes | 17,600,000 | 183,600,000 | |||||
Induced conversion expense related to convertible notes | 2,200,000 | 11,300,000 | |||||
Unamortized debt issuance costs | 199,000 | 1,800,000 | 217,000 | ||||
2019 Convertible Senior Notes due 2026 | Level 2 | |||||||
Debt Instrument [Line Items] | |||||||
Estimated fair value | 26,200,000 | ||||||
2019 Convertible Senior Notes due 2026 | 2019 Note Repurchase | |||||||
Debt Instrument [Line Items] | |||||||
Payment of 2019 Notes | 17,600,000 | 183,600,000 | |||||
Repurchase of debt principal amount | 9,850,000 | 76,400,000 | |||||
Unamortized debt issuance costs | $ 199,000 | 1,800,000 | |||||
2021 Convertible Senior Notes due 2027 | |||||||
Debt Instrument [Line Items] | |||||||
Aggregate principal amount | $ 287,500,000 | ||||||
Debt instrument, maturity date | May 15, 2027 | ||||||
Net proceeds from issuing notes | $ 278,400,000 | ||||||
Total issuance costs | $ 9,100,000 | ||||||
Accrued interest | 404,000 | 494,000 | |||||
Unamortized debt issuance costs | 7,256,000 | 8,839,000 | |||||
2021 Convertible Senior Notes due 2027 | Level 2 | |||||||
Debt Instrument [Line Items] | |||||||
Estimated fair value | $ 347,400,000 | $ 314,300,000 | |||||
Convertible Senior Notes | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument, threshold consecutive trading days | d | 30 | ||||||
Debt instrument, threshold percentage of stock price trigger | 130% | ||||||
Debt instrument, terms of conversion feature | Regardless of the foregoing circumstances, holders may convert all or any portion of the Notes, in increments of $1,000 principal amount, on or after February 15, 2027, until the close of business on the second scheduled trading day immediately preceding the maturity date. | ||||||
Percentage of repurchase price of principal amount | 100% | ||||||
Convertible Senior Notes | Minimum | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument, threshold trading days | d | 20 | ||||||
Convertible Senior Notes | Maximum | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument, threshold percentage of stock price trigger | 98% |
Long-term Debt - Schedule of No
Long-term Debt - Schedule of Notes (Details) Unit in Millions | 1 Months Ended | |
Nov. 30, 2021 Unit $ / shares shares | Dec. 31, 2019 $ / shares shares | |
2019 Notes | ||
Debt Instrument [Line Items] | ||
Maturity Date | Dec. 15, 2026 | |
Interest Rate | 2% | |
First Interest Payment Date | Jun. 15, 2020 | |
Effective Interest Rate | 2.47% | |
Semi-Annual Interest Payment Dates | June 15; December 15 | |
Initial Conversion Rate per $1,000 Principal | shares | 28.9415 | |
Initial Conversion Price | $ / shares | $ 34.55 | |
2021 Notes | ||
Debt Instrument [Line Items] | ||
Maturity Date | May 15, 2027 | |
Interest Rate | 1.125% | |
First Interest Payment Date | May 15, 2022 | |
Effective Interest Rate | 1.72% | |
Semi-Annual Interest Payment Dates | May 15; November 15 | |
Initial Conversion Rate per $1,000 Principal | shares | 9.0061 | |
Initial Conversion Price | $ / shares | $ 111.04 | |
Number of Shares (in millions) | Unit | 2.6 |
Long-term debt - Schedule of _2
Long-term debt - Schedule of Notes (Parenthetical) (Details) - 2019 Convertible Senior Notes due 2026 - USD ($) $ in Thousands | 1 Months Ended | |
Jun. 30, 2022 | Nov. 30, 2021 | |
Debt Instrument [Line Items] | ||
Repurchase of debt principal amount | $ 9,850 | $ 76,400 |
2019 Note Repurchase | ||
Debt Instrument [Line Items] | ||
Repurchase of debt principal amount | $ 9,850 | $ 76,400 |
Long-term Debt - Schedule of In
Long-term Debt - Schedule of Interest Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
2019 Convertible Senior Notes due 2026 | |||
Debt Instrument [Line Items] | |||
Amortization of debt discount | $ 3,566 | ||
Amortization of debt issuance costs | $ 19 | $ 329 | 115 |
Cash interest expense | 87 | 1,488 | 1,732 |
Total interest expense | 106 | 1,817 | 5,413 |
2021 Convertible Senior Notes due 2027 | |||
Debt Instrument [Line Items] | |||
Amortization of debt issuance costs | 1,583 | 239 | |
Cash interest expense | 3,234 | 494 | |
Total interest expense | 4,817 | 733 | |
Convertible Senior Notes | |||
Debt Instrument [Line Items] | |||
Amortization of debt discount | 3,566 | ||
Amortization of debt issuance costs | 1,602 | 568 | 115 |
Cash interest expense | 3,321 | 1,982 | 1,732 |
Total interest expense | $ 4,923 | $ 2,550 | $ 5,413 |
Stockholders' Equity - Addition
Stockholders' Equity - Additional Information (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Stockholders' Equity Note [Abstract] | ||
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, shares authorized | 495,000,000 | 495,000,000 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, voting rights | Each holder of the common stock is entitled to one vote per common share |
Stock-Based Awards - Summary of
Stock-Based Awards - Summary of Stock-Based Compensation Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | |||
Total stock-based compensation expense | $ 42,443 | $ 40,498 | $ 25,675 |
Cost of Revenue | |||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | |||
Total stock-based compensation expense | 1,522 | 1,869 | 1,015 |
Research and Development Expense | |||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | |||
Total stock-based compensation expense | 17,961 | 17,170 | 10,314 |
Selling and Marketing Expense | |||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | |||
Total stock-based compensation expense | 9,447 | 9,496 | 5,981 |
General and Administrative Expense | |||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | |||
Total stock-based compensation expense | $ 13,513 | $ 11,963 | $ 8,365 |
Stock-Based Awards - Additional
Stock-Based Awards - Additional Information (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||
Jul. 31, 2016 | Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2016 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2016 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||
Stock based compensation expense | $ 42,443 | $ 40,498 | $ 25,675 | |||||
Stock Option | ||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||
Total intrinsic value of options exercised | 31,900 | 33,700 | 10,200 | |||||
Total grant date fair value of options vested | 7,000 | 12,800 | 11,700 | |||||
Unrecognized stock-based compensation cost | $ 4,200 | |||||||
Unrecognized stock-based compensation cost, period for recognition | 1 year 2 months 12 days | |||||||
Performance Share Units | ||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||
Number of shares vesting or expected to vest upon achievement of financial metric | 268,000 | |||||||
Stock based compensation expense | $ 6,700 | 13,000 | ||||||
Total fair market value of RSUs/PSUs/MSUs vested | 18,900 | 15,400 | 7,500 | |||||
Unrecognized stock-based compensation cost | $ 600 | |||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Grants in Period | 77,000 | |||||||
Performance Share Units | Maximum | ||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||
Unrecognized stock-based compensation cost, period for recognition | 1 year | |||||||
Performance Share Units | Forecast | ||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||
Number of shares vesting or expected to vest upon achievement of financial metric | 57,028 | |||||||
Restricted Stock Units | ||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||
Unrecognized stock-based compensation cost | $ 63,300 | |||||||
Unrecognized stock-based compensation cost, period for recognition | 2 years 7 months 6 days | |||||||
Total fair market value of RSUs/PSUs/MSUs vested | $ 32,900 | 18,200 | $ 5,000 | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Grants in Period | 737,000 | |||||||
MSU | ||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||
Unrecognized stock-based compensation cost, period for recognition | 1 year 1 month 6 days | |||||||
Stock based compensation expense | $ 2,800 | 2,000 | ||||||
Total fair market value of RSUs/PSUs/MSUs vested | 4,200 | $ 6,400 | ||||||
Unrecognized stock-based compensation cost | $ 4,000 | |||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Grants in Period | 57,000 | 83,750 | ||||||
2016 Equity Incentive Plan | ||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||
Incentive plan effective date | Jul. 31, 2016 | |||||||
Shares of common stock reserved for future issuance, description | The number of shares of common stock reserved for issuance under the 2016 Plan may increase on January 1 of each year, beginning on January 1, 2017 and ending on and including January 1, 2026, by the lesser of (1) 1,825,000 shares; (2) 5% of the total number of shares of common stock outstanding on December 31 of the preceding calendar year; and (3) a lesser number of shares determined by our board of directors. | |||||||
Options granted, maximum term | 10 years | |||||||
Options granted, exercisable term | 4 years | |||||||
Common stock available for future grants | 2,000,000 | |||||||
2016 Equity Incentive Plan | Lower of Potential Outcome One | ||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||
Common stock capital incremental shares reserved for future issuance each year | 1,825,000 | |||||||
2016 Equity Incentive Plan | Lower of Potential Outcome Two | ||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||
Percentage of total number of shares of common stock outstanding | 5% | |||||||
2016 Employee Stock Purchase Plan | ||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||
Common stock capital incremental shares reserved for future issuance each year | 365,411 | |||||||
Percentage of total number of shares of common stock outstanding | 1% | |||||||
Unrecognized stock-based compensation cost | $ 200 | |||||||
Percentage of salary contribution by employees | 15% | |||||||
Maximum number of shares purchase per employee | 4,000 | |||||||
Percentage of price lesser than fair market value per share | 85% | |||||||
2016 Employee Stock Purchase Plan | Maximum | ||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||
Unrecognized stock-based compensation cost, period for recognition | 1 year |
Stock-Based Awards - Summary _2
Stock-Based Awards - Summary of Stock Options Activity (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Share-Based Payment Arrangement [Abstract] | ||
Number of Underlying Shares, Outstanding, Beginning balance | 2,288 | |
Number of Underlying Shares, Exercised | (550) | |
Number of Underlying Shares, Forfeited or expired | (26) | |
Number of Underlying Shares, Outstanding, Ending balance | 1,712 | 2,288 |
Number of Underlying Shares, Vested and exercisable | 1,466 | |
Weighted-Average Exercise Price Per Share, Outstanding, Beginning balance | $ 24.53 | |
Weighted-Average Exercise Price Per Share, Exercised | 22.56 | |
Weighted-Average Exercise Price Per Share, Forfeited or Expired | 29.07 | |
Weighted-Average Exercise Price Per Share, Outstanding, Ending balance | 25.09 | $ 24.53 |
Weighted-Average Exercise Price Per Share, Vested and exercisable | $ 24.38 | |
Weighted-Average Remaining Contractual Life (Years), Outstanding | 5 years 11 months 1 day | 6 years 7 months 24 days |
Weighted-Average Remaining Contractual Life (Years), Vested and exercisable | 5 years 8 months 12 days | |
Total Intrinsic Value, Outstanding | $ 143,996 | $ 146,827 |
Total Intrinsic Value, Vested and exercisable | $ 124,287 |
Stock-Based Awards - Schedule o
Stock-Based Awards - Schedule of Stock Options Valuation Assumptions (Details) - Stock Options - $ / shares | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Risk-free interest rates, minimum | 0.80% | 0.30% |
Risk-free interest rates, maximum | 1.20% | 1.70% |
Expected dividends yield | 0% | 0% |
Volatility, minimum | 71.20% | 64.30% |
Volatility, maximum | 72.40% | 70.30% |
Weighted-average expected term | 6 years 29 days | 6 years 29 days |
Weighted-average fair value of options granted | $ 36.94 | $ 16.56 |
Stock-Based Awards - Summary _3
Stock-Based Awards - Summary of Restricted Stock Units (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Restricted Stock Units | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Number of Underlying Shares Outstanding, Balance | 1,165,000 | |
Number of Underlying Shares, Granted | 737,000 | |
Number of Underlying Shares, Vested | (478,000) | |
Number of Underlying Shares, Forfeited | (114,000) | |
Number of Underlying Shares Outstanding, Balance | 1,310,000 | 1,165,000 |
Weighted-Average Grant-Date Fair Value , Beginning balance | $ 45.45 | |
Weighted-Average Grant-Date Fair Value , Granted | 65.81 | |
Weighted-Average Exercise Price Per Share, Vested | 44.20 | |
Weighted-Average Exercise Price Per Share, Forfeited | 50.43 | |
Weighted-Average Grant-Date Fair Value , Ending balance | $ 56.92 | |
Market and Service Conditions Units | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Number of Underlying Shares Outstanding, Balance | 84,000 | |
Number of Underlying Shares, Granted | 57,000 | 83,750 |
Number of Underlying Shares, Forfeited | (31,000) | |
Number of Underlying Shares Outstanding, Balance | 110,000 | 84,000 |
Weighted-Average Grant-Date Fair Value , Beginning balance | $ 77.01 | |
Weighted-Average Grant-Date Fair Value , Granted | 81.22 | |
Weighted-Average Exercise Price Per Share, Forfeited | 72.81 | |
Weighted-Average Grant-Date Fair Value , Ending balance | $ 80.40 | |
Performance Share Units | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Number of Underlying Shares Outstanding, Balance | 268,000 | |
Number of Underlying Shares, Granted | 77,000 | |
Number of Underlying Shares, Vested | (269,000) | |
Number of Underlying Shares, Forfeited | (2,000) | |
Number of Underlying Shares Outstanding, Balance | 74,000 | 268,000 |
Weighted-Average Grant-Date Fair Value , Beginning balance | $ 54.67 | |
Weighted-Average Grant-Date Fair Value , Granted | 64.07 | |
Weighted-Average Exercise Price Per Share, Vested | 54.70 | |
Weighted-Average Exercise Price Per Share, Forfeited | 64.98 | |
Weighted-Average Grant-Date Fair Value , Ending balance | $ 64.03 |
Stock-Based Awards - Schedule_2
Stock-Based Awards - Schedule of Employee Stock Purchase Plan Valuation Assumptions (Details) - Employee Stock Purchase Plan | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Risk-free interest rates, minimum | 0.70% | 0% | 0.10% |
Risk-free interest rates, maximum | 3.20% | 0.10% | 1.60% |
Expected term | 6 months | 6 months | 6 months |
Volatility, minimum | 71.90% | 61% | 46.90% |
Volatility, maximum | 76.30% | 65.80% | 91% |
Leases - Components of Lease Ex
Leases - Components of Lease Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Operating lease costs | |||
Single lease costs | $ 4,299 | $ 4,154 | $ 4,121 |
Variable lease costs | 2,159 | 1,910 | 1,738 |
Sublease income: | |||
Sublease income | (1,976) | (1,900) | (1,902) |
Total operating lease costs | $ 4,482 | $ 4,164 | $ 3,957 |
Leases - Supplemental Cash Flow
Leases - Supplemental Cash Flow Information Related to Operating Leases (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Cash paid for amounts included in the measurement of lease liabilities | |||
Operating cash flows used | $ 5,097 | $ 4,895 | $ 4,755 |
Lease liabilities arising from remeasurement of right-of-use assets | |||
Operating leases | $ 698 | ||
Lease liabilities arising from obtaining ROU assets | |||
Operating leases | $ 2,237 |
Leases - Schedule of Weighted-A
Leases - Schedule of Weighted-Average Remaining Lease Terms and Weighted-Average Discount Rate Related to Operating Leases (Details) | Dec. 31, 2022 | Dec. 31, 2021 |
Leases [Abstract] | ||
Weighted-average remaining lease term (years) | 4 years 3 months 18 days | 4 years 4 months 24 days |
Weighted-average discount rate | 6.90% | 6.70% |
Leases - Schedule of Future Lea
Leases - Schedule of Future Lease Payments under Operating Leases (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Leases [Abstract] | ||
Operating Leases, Lease Payments, 2023 | $ 4,059 | |
Operating Leases, Lease Payments, 2024 | 3,853 | |
Operating Leases, Lease Payments, 2025 | 3,919 | |
Operating Leases, Lease Payments, 2026 | 4,019 | |
Operating Leases, Lease Payments, 2027 | 623 | |
Operating Leases, Lease Payments, Thereafter | 1,191 | |
Operating Leases, Lease Payments, Total lease payments | 17,664 | |
Less: Imputed interest | (3,476) | |
Present value of lease liabilities | 14,188 | |
Current portion of operating lease liabilities | 3,122 | $ 4,143 |
Operating lease liabilities, net of current portion | 11,066 | $ 11,934 |
Operating Leases, Sublease Income, 2023 | (123) | |
Operating Leases, Sublease Income, Total lease payments | (123) | |
Operating Leases, Net, 2023 | 3,936 | |
Operating Leases, Net, 2024 | 3,853 | |
Operating Leases, Net, 2025 | 3,919 | |
Operating Leases, Net, 2026 | 4,019 | |
Operating Leases, Net, 2027 | 623 | |
Operating Leases, Net, Thereafter | 1,191 | |
Operating Leases, Net, Total lease payments | $ 17,541 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Details) | 1 Months Ended | 2 Months Ended | 12 Months Ended | ||||||||||||||||||
Dec. 22, 2022 Patent | Feb. 10, 2022 Patent | Nov. 22, 2021 USD ($) | Sep. 03, 2021 Patent | Jul. 26, 2021 Patent | May 25, 2021 Patent | Dec. 11, 2020 | Dec. 07, 2020 Patent | Oct. 27, 2020 Patent | Sep. 24, 2020 Patent | Jul. 10, 2020 USD ($) | Oct. 04, 2019 Patent | Jun. 06, 2019 Patent | Nov. 30, 2022 Patent | Feb. 29, 2020 Patent | Sep. 30, 2020 Patent | Dec. 31, 2022 USD ($) Patent | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | Mar. 09, 2021 Patent | Feb. 12, 2021 Patent | |
Commitments And Contingencies [Line Items] | |||||||||||||||||||||
Recovery costs related to settlement amount | $ | $ 500,000 | ||||||||||||||||||||
Number of infringement patents | 1 | ||||||||||||||||||||
Inventory purchase commitment, amount | $ | $ 87,900,000 | ||||||||||||||||||||
Patent Infringement Claims | |||||||||||||||||||||
Commitments And Contingencies [Line Items] | |||||||||||||||||||||
Number of patents allegedly infringed | 3 | 8 | 26 | ||||||||||||||||||
Number of patents, complaint filed | 8 | ||||||||||||||||||||
Number of patents found | 6 | ||||||||||||||||||||
Number of patents filed inter parties review with patent trail and appeal board | 6 | 12 | |||||||||||||||||||
Number patents currently at issue | 6 | ||||||||||||||||||||
Number patents declined institute review | 4 | ||||||||||||||||||||
Amended complaint to remove without prejudice for number patents | 2 | ||||||||||||||||||||
Number of patents leaving in suit | 4 | ||||||||||||||||||||
Stay lifted for number of patents | 2 | 2 | |||||||||||||||||||
Number of asserted patents | 7 | 3 | 4 | ||||||||||||||||||
Number of asserted patents Invalid | 3 | 8 | |||||||||||||||||||
Number of patents in suit pending final resolution of petitions | 8 | ||||||||||||||||||||
Number of patents on for IPRs | 2 | ||||||||||||||||||||
Number of patents denied for IPRs | 4 | ||||||||||||||||||||
Stay removed on number of patents | 4 | ||||||||||||||||||||
Number of non-Infringement patents | 4 | ||||||||||||||||||||
Number of limited patents | 3 | ||||||||||||||||||||
Number of infringement patents | 9 | 9 | |||||||||||||||||||
Number of infringement patents exclusively licensed | 8 | ||||||||||||||||||||
Number of patents proceedings instituted for reexamination | 5 | ||||||||||||||||||||
Number of patent cases filed for dismiss | 2 | ||||||||||||||||||||
Federal Securities Class Actions and New York State Securities Class Actions | General and Administrative Expense | |||||||||||||||||||||
Commitments And Contingencies [Line Items] | |||||||||||||||||||||
Provision related to settlement amount | $ | $ 5,400,000 | ||||||||||||||||||||
Shareholder Derivative Actions | Insurance Settlement | |||||||||||||||||||||
Commitments And Contingencies [Line Items] | |||||||||||||||||||||
Saving from final settlement amount | $ | $ 500,000 | ||||||||||||||||||||
Shareholder Derivative Actions | Maximum | |||||||||||||||||||||
Commitments And Contingencies [Line Items] | |||||||||||||||||||||
Payment to plaintiffs counsel for attorneys fees and expenses | $ | $ 900,000 | ||||||||||||||||||||
Shareholder Derivative Actions | Maximum | Insurance Settlement | |||||||||||||||||||||
Commitments And Contingencies [Line Items] | |||||||||||||||||||||
Payment to plaintiffs counsel for attorneys fees and expenses | $ | 900,000 | $ 900,000 | |||||||||||||||||||
Federal Securities Class Action and Shareholder Derivative Actions | Insurance Settlement | |||||||||||||||||||||
Commitments And Contingencies [Line Items] | |||||||||||||||||||||
Contributed amount for insurance coverage | $ | $ 5,400,000 | ||||||||||||||||||||
Accrued Liabilities | |||||||||||||||||||||
Commitments And Contingencies [Line Items] | |||||||||||||||||||||
Contingent liabilities | $ | $ 0 | $ 0 |
Deferred Revenue - Summary of C
Deferred Revenue - Summary of Changes in Deferred Revenue (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Deferred Revenue Disclosure [Abstract] | ||
Balance at beginning of period | $ 794 | $ 7,088 |
Deferral of revenue | 3,143 | 981 |
Recognition of deferred revenue | (1,338) | (7,275) |
Balance at end of period | $ 2,599 | $ 794 |
Deferred Revenue - Additional I
Deferred Revenue - Additional Information (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Deferred Revenue Disclosure [Abstract] | ||
Recognition of deferred revenue | $ 0.4 | $ 6.7 |
Segment Reporting - Additional
Segment Reporting - Additional Information (Details) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 USD ($) Segment | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | |
Segment Reporting Information [Line Items] | |||
Number of reportable segments | Segment | 1 | ||
Number of operating segments | Segment | 1 | ||
Total revenue | $ 257,800 | $ 190,283 | $ 138,923 |
United States | |||
Segment Reporting Information [Line Items] | |||
Total revenue | 43,000 | 32,600 | 27,600 |
China (and Hong Kong) | |||
Segment Reporting Information [Line Items] | |||
Total revenue | 109,600 | 98,800 | $ 79,300 |
Malaysia | |||
Segment Reporting Information [Line Items] | |||
Total revenue | $ 41,000 | $ 23,600 |
Segment Reporting - Summary of
Segment Reporting - Summary of Revenue Categories (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Segment Reporting Information [Line Items] | |||
Total revenue | $ 257,800 | $ 190,283 | $ 138,923 |
Endpoint ICs | |||
Segment Reporting Information [Line Items] | |||
Total revenue | 191,532 | 139,250 | 102,326 |
Systems | |||
Segment Reporting Information [Line Items] | |||
Total revenue | $ 66,268 | $ 51,033 | $ 36,597 |
Segment Reporting - Summary o_2
Segment Reporting - Summary of Long-lived Assets Geography (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Segment Reporting Information [Line Items] | ||
Property and equipment, net | $ 39,027 | $ 27,500 |
United States | ||
Segment Reporting Information [Line Items] | ||
Property and equipment, net | 10,551 | 9,493 |
Malaysia | ||
Segment Reporting Information [Line Items] | ||
Property and equipment, net | 12,817 | 10,227 |
Taiwan | ||
Segment Reporting Information [Line Items] | ||
Property and equipment, net | 12,620 | 7,330 |
Others | ||
Segment Reporting Information [Line Items] | ||
Property and equipment, net | $ 3,039 | $ 450 |
Segment Reporting - Summary o_3
Segment Reporting - Summary of Sales by Geography (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Segment Reporting Information [Line Items] | |||
Total revenue | $ 257,800 | $ 190,283 | $ 138,923 |
Americas | |||
Segment Reporting Information [Line Items] | |||
Total revenue | 57,129 | 38,021 | 30,962 |
Asia Pacific | |||
Segment Reporting Information [Line Items] | |||
Total revenue | 168,249 | 133,152 | 98,483 |
Europe, Middle East and Africa | |||
Segment Reporting Information [Line Items] | |||
Total revenue | $ 32,422 | $ 19,110 | $ 9,478 |
Net Loss Per Share - Reconcilia
Net Loss Per Share - Reconciliation of the Numerator and Denominator used in Computing Basic and Diluted Net Loss Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Numerator: | |||
Net loss | $ (24,301) | $ (51,260) | $ (51,923) |
Denominator: | |||
Weighted Average Number of Shares Outstanding, Basic | 25,539 | 24,176 | 22,819 |
Weighted Average Number of Shares Outstanding, Diluted | 25,539 | 24,176 | 22,819 |
Earnings Per Share, Basic | $ (0.95) | $ (2.12) | $ (2.28) |
Earnings Per Share, Diluted | $ (0.95) | $ (2.12) | $ (2.28) |
Net Loss Per Share - Computatio
Net Loss Per Share - Computation of Diluted Net Loss Per Share Effect in Antidilutive (Details) - shares shares in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Stock Options | |||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from computation of earnings per share | 1,712 | 2,288 | 3,061 |
RSUs, MSUs, and PSUs | |||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from computation of earnings per share | 1,494 | 1,517 | 1,087 |
Employee Stock Purchase Plan Shares | |||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from computation of earnings per share | 26 | 42 | 73 |
2019 Notes | |||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from computation of earnings per share | 285 | ||
2021 Notes | |||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from computation of earnings per share | 2,589 | 2,589 |
Related-Party Transactions - Ad
Related-Party Transactions - Additional Information (Details) - USD ($) | 12 Months Ended | |||
Oct. 01, 2022 | Sep. 21, 2020 | Dec. 31, 2022 | Dec. 31, 2021 | |
Restricted Stock Units | ||||
Related Party Transaction [Line Items] | ||||
Other than option granted | 737,000 | |||
Cathal Phelan | Restricted Stock Units | ||||
Related Party Transaction [Line Items] | ||||
Stock options, vesting percentage | 25% | |||
Other than option granted | 8,000 | |||
Cathal Phelan | Advisory and Consulting Services | ||||
Related Party Transaction [Line Items] | ||||
Consulting agreement extended term | 12 months | 12 months | ||
Consulting fees expense recognized and paid | $ 509,000 | $ 499,000 | ||
Stock options granted | 60,000 | |||
Cathal Phelan | Advisory and Consulting Services | 1/24th of Shares Shall Vest on October 21, 2020 | ||||
Related Party Transaction [Line Items] | ||||
Stock options, vesting percentage | 4.17% | |||
Cathal Phelan | Advisory and Consulting Services | 1/24th of Shares Shall Vest Subject on Each Month Thereafter, Subject to His Continued Consulting Services | ||||
Related Party Transaction [Line Items] | ||||
Stock options, vesting percentage | 4.17% |
Retirement Plans - Additional I
Retirement Plans - Additional Information (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
401(k) Plan | ||
Defined Contribution Plan Disclosure [Line Items] | ||
Employer matching contribution amount | $ 1,435,000 | $ 585,000 |
Restructuring - Additional Info
Restructuring - Additional Information (Details) | 1 Months Ended | 12 Months Ended | |
Feb. 02, 2021 Position | Dec. 31, 2022 | Dec. 31, 2021 USD ($) | |
Restructuring Cost and Reserve [Line Items] | |||
Restructuring and related activities, description | On February 2, 2021, we restructured our go-to-market organization to strategically align our global sales, product, partner development and marketing teams. As part of the restructuring, we eliminated approximately seven full-time positions within our go-to-market organization, representing roughly 2% of our workforce. Restructuring charges were immaterial for the year ended December 31, 2022. We incurred restructuring charges of $1.7 million for employee termination benefits as well as $50,000 in other associated costs for legal expenses for the year ended December 31, 2021. We substantially completed our restructuring by June 30, 2021 | ||
Number of positions eliminated | Position | 7 | ||
Number of positions eliminated, percent | 2% | ||
Restructuring charges | $ 1,721,000 | ||
Restructuring, Incurred Cost, Statement of Income or Comprehensive Income [Extensible Enumeration] | Restructuring Charges | ||
Restructuring and related activities, completion date | Jun. 30, 2021 | ||
Employee Termination Benefits | |||
Restructuring Cost and Reserve [Line Items] | |||
Restructuring charges | $ 1,671,000 | ||
Other Associated Costs | |||
Restructuring Cost and Reserve [Line Items] | |||
Restructuring charges | $ 50,000 |
Restructuring - Summary of Accr
Restructuring - Summary of Accrued Restructuring Costs (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Restructuring Cost and Reserve [Line Items] | ||
Restructuring charges | $ 1,721,000 | |
Cash payments | $ (489,000) | (1,130,000) |
Restructuring costs adjustments | (102,000) | |
Employee Termination Benefits | ||
Restructuring Cost and Reserve [Line Items] | ||
Restructuring charges | 1,671,000 | |
Cash payments | (489,000) | (1,080,000) |
Restructuring costs adjustments | $ (102,000) | |
Other Associated Costs | ||
Restructuring Cost and Reserve [Line Items] | ||
Restructuring charges | 50,000 | |
Cash payments | $ (50,000) |