Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2024 | Apr. 12, 2024 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Mar. 31, 2024 | |
Document Fiscal Year Focus | 2024 | |
Document Fiscal Period Focus | Q1 | |
Entity Registrant Name | IMPINJ, INC. | |
Entity Central Index Key | 0001114995 | |
Entity Current Reporting Status | Yes | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Large Accelerated Filer | |
Entity Incorporation, State or Country Code | DE | |
Entity Common Stock Shares Outstanding | 27,712,953 | |
Entity Shell Company | false | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Document Transition Report | false | |
Document Quarterly Report | true | |
Trading Symbol | PI | |
Entity Address, State or Province | WA | |
Entity File Number | 001-37824 | |
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, Postal Zip Code | 98109 | |
City Area Code | 206 | |
Local Phone Number | 517-5300 | |
Title of 12(b) Security | Common Stock, par value $0.001 per share | |
Security Exchange Name | NASDAQ | |
Entity Interactive Data Current | Yes |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Current assets: | ||
Cash and cash equivalents | $ 166,852 | $ 94,793 |
Short-term investments | 7,292 | 18,440 |
Accounts receivable, net | 59,384 | 54,919 |
Inventory | 87,757 | 97,172 |
Prepaid expenses and other current assets | 3,120 | 4,372 |
Total current assets | 324,405 | 269,696 |
Property and equipment, net | 47,451 | 44,891 |
Intangible assets, net | 12,207 | 13,913 |
Operating lease right-of-use assets | 9,107 | 9,735 |
Other non-current assets | 1,370 | 1,478 |
Goodwill | 19,343 | 19,696 |
Total assets | 413,883 | 359,409 |
Current liabilities: | ||
Accounts payable | 9,416 | 8,661 |
Accrued compensation and employee related benefits | 8,207 | 8,519 |
Accrued and other current liabilities | 11,694 | 8,614 |
Current portion of operating lease liabilities | 3,454 | 3,373 |
Current portion of deferred revenue | 1,672 | 1,713 |
Total current liabilities | 34,443 | 30,880 |
Long-term debt | 282,262 | 281,855 |
Operating lease liabilities, net of current portion | 8,444 | 9,360 |
Deferred tax liabilities, net | 2,574 | 2,911 |
Deferred revenue, net of current portion | 237 | 272 |
Total liabilities | 327,960 | 325,278 |
Commitments and contingencies (Note 12) | ||
Stockholders' equity: | ||
Preferred stock, $0.001 par value - 5,000 shares authorized, no shares issued and outstanding at March 31,2024 and December 31, 2023 | ||
Common stock, $0.001 par value - 495,000 shares authorized, 27,658 and 27,166 shares issued and outstanding at March 31,2024 and December 31, 2023, respectively | 28 | 27 |
Additional paid-in capital | 482,972 | 463,900 |
Accumulated other comprehensive income (loss) | (270) | 355 |
Accumulated deficit | (396,807) | (430,151) |
Total stockholders' equity | 85,923 | 34,131 |
Total liabilities and stockholders' equity | $ 413,883 | $ 359,409 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) (Parenthetical) - $ / shares | Mar. 31, 2024 | Dec. 31, 2023 |
Statement of Financial Position [Abstract] | ||
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 | 27,658,000 | 27,166,000 |
Common stock, shares outstanding | 27,658,000 | 27,166,000 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Income Statement [Abstract] | ||
Revenue | $ 76,825 | $ 85,897 |
Cost of revenue | 39,277 | 42,367 |
Gross profit | 37,548 | 43,530 |
Operating expenses: | ||
Research and development | 22,519 | 22,435 |
Sales and marketing | 10,176 | 9,973 |
General and administrative | 13,365 | 15,564 |
Amortization of intangibles | 1,409 | |
Restructuring costs | 1,812 | |
Total operating expenses | 49,281 | 47,972 |
Loss from operations | (11,733) | (4,442) |
Other income, net | 1,292 | 1,365 |
Income from settlement of litigation | 45,000 | |
Interest expense | (1,216) | (1,209) |
Income (loss) before income taxes | 33,343 | (4,286) |
Income tax benefit (expense) | 1 | (72) |
Net income (loss) | $ 33,344 | $ (4,358) |
Net income (loss) per share - basic | $ 1.22 | $ (0.17) |
Net income (loss) per share - diluted | $ 1.10 | $ (0.17) |
Weighted-average shares outstanding basic | 27,357 | 26,285 |
Weighted-average shares outstanding diluted | 31,425 | 26,285 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Statement of Comprehensive Income [Abstract] | ||
Net income (loss) | $ 33,344 | $ (4,358) |
Other comprehensive income (loss), net of tax: | ||
Unrealized loss on investments | 34 | 644 |
Foreign currency translation adjustment | (659) | |
Total other comprehensive income (loss) | (625) | 644 |
Comprehensive income (loss) | $ 32,719 | $ (3,714) |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Operating activities: | ||
Net Income (Loss) | $ 33,344 | $ (4,358) |
Adjustments to reconcile net loss to net cash provided by operating activities: | ||
Depreciation and amortization | 3,909 | 1,793 |
Stock-based compensation | 11,790 | 10,224 |
Restructuring equity modification expense | 366 | |
Accretion of discount or amortization of premium on investments | (67) | (766) |
Amortization of debt issuance costs | 407 | 400 |
Deferred tax expense | (278) | |
Revaluation of acquisition-related contingent consideration liability | 907 | |
Changes in operating assets and liabilities, net of amounts acquired: | ||
Accounts receivable | (4,503) | (10,970) |
Inventory | 9,400 | (39,412) |
Prepaid expenses and other assets | 1,355 | 1,389 |
Accounts payable | 1,878 | 14,650 |
Accrued compensation and employee related benefits | (292) | (2,006) |
Accrued and other liabilities | 2,182 | 4,472 |
Operating lease right-of-use assets | 614 | 695 |
Operating lease liabilities | (820) | (891) |
Deferred revenue | (52) | (1,780) |
Net cash provided by (used in) operating activities | 60,140 | (26,560) |
Investing activities: | ||
Proceeds from sales of investments | 13,372 | |
Proceeds from maturities of investments | 11,248 | 34,136 |
Purchases of property and equipment | (6,202) | (7,582) |
Net cash provided by investing activities | 5,046 | 39,926 |
Financing activities: | ||
Proceeds from exercise of stock options and employee stock purchase plan | 6,917 | 4,520 |
Net cash provided by financing activities | 6,917 | 4,520 |
Effect of exchange rate changes on cash and cash equivalents | (44) | |
Net increase in cash and cash equivalents | 72,059 | 17,886 |
Cash and cash equivalents | ||
Beginning of period | 94,793 | 19,597 |
End of period | 166,852 | 37,483 |
Supplemental disclosure of cashflow information: | ||
Purchases of property and equipment not yet paid | 299 | $ 3,284 |
Acquisition-related contingent consideration liability | $ 7,087 |
CONDENSED CONSOLIDATED STATEM_4
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (Unaudited) - USD ($) shares in Thousands, $ in Thousands | Total | Common Stock | Additional Paid-In-Capital | Accumulated Deficit | Accumulated Other Comprehensive Income (loss) |
Beginning balance at Dec. 31, 2022 | $ 15,591 | $ 26 | $ 403,599 | $ (386,785) | $ (1,249) |
Beginning balance, shares at Dec. 31, 2022 | 26,098 | ||||
Issuance of common stock | 4,520 | $ 1 | 4,519 | ||
Issuance of common stock, shares | 483 | ||||
Stock-based compensation | 10,224 | 10,224 | |||
Net Income (Loss) | (4,358) | (4,358) | |||
Other comprehensive loss | 644 | 644 | |||
Ending balance at Mar. 31, 2023 | 26,621 | $ 27 | 418,342 | (391,143) | (605) |
Ending balance, shares at Mar. 31, 2023 | 26,581 | ||||
Beginning balance at Dec. 31, 2023 | 34,131 | $ 27 | 463,900 | (430,151) | 355 |
Beginning balance, shares at Dec. 31, 2023 | 27,166 | ||||
Issuance of common stock | 6,917 | $ 1 | 6,916 | ||
Issuance of common stock, shares | 494 | ||||
Stock-based compensation | 11,790 | 11,790 | |||
Restructuring equity modification expense | 366 | 366 | |||
Net Income (Loss) | 33,344 | 33,344 | |||
Other comprehensive loss | (625) | (625) | |||
Ending balance at Mar. 31, 2024 | $ 85,923 | $ 28 | $ 482,972 | $ (396,807) | $ (270) |
Ending balance, shares at Mar. 31, 2024 | 27,660 |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Pay vs Performance Disclosure | ||
Net Income (Loss) | $ 33,344 | $ (4,358) |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Mar. 31, 2024 shares | |
Trading Arrangements, by Individual | |
Material Terms of Trading Arrangement | During our last fiscal quarter, no director or officer, as defined in Rule 16a-1(f), adopted or terminated a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement,” each as defined in Item 408 of Regulation S-K, except as follows: Name and Title Character of Trading Arrangement (1) Date Adopted Date Terminated Duration (2) Aggregate Number of Shares of Common Stock to be Purchased or Sold Pursuant to Trading Arrangement Chris Diorio , Chief Executive Officer and Vice Chair Rule 10b5-1 Trading Arrangement February 28, 2024 - December 2, 2024 Up to 60,000 (1) Except as indicated by footnote, each trading arrangement marked as a “Rule 10b5-1 Trading Arrangement” is intended to satisfy the affirmative defense of Rule 10b5-1(c), as amended (the “Rule”). (2) Except as indicated by footnote, each trading arrangement permits transactions through and including the earlier of (a) the execution or expiration of all trades specified under the trading arrangement or (b) the date listed in the table. Each trading arrangement marked as a “Rule 10b5-1 Trading Arrangement” only permits transactions upon expiration of the applicable mandatory cooling-off period under the Rule. |
Name | Chris Diorio |
Title | Chief Executive Officer and Vice Chair |
Rule 10b5-1 Arrangement Adopted | true |
Adoption Date | February 28, 2024 |
Aggregate Available | 60,000 |
Trd Arr Expiration Date | December 2, 2024 |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2024 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 1. Summary of Significant Accounting Policies Basis of Presentation The accompanying condensed consolidated financial statements include Impinj, Inc. and its wholly owned subsidiaries. We have eliminated intercompany balances and transactions in consolidation. We have prepared these condensed consolidated financial statements in conformity with U.S. generally accepted accounting principles ("GAAP"), and applicable rules and regulations of the Securities and Exchange Commission ("SEC"), regarding interim financial reporting. Certain information and note disclosures normally included in the financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. Accordingly, these interim condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and accompanying notes as of and for the year ended December 31, 2023 included in Impinj, Inc.’s Annual Report on Form 10-K, which was filed with the SEC on February 12, 2024. The unaudited condensed consolidated interim financial statements, in the opinion of management, reflect all adjustments, comprising normal recurring adjustments, necessary to state fairly our financial position, results of operations and our cash flows for the periods presented. Interim results are not necessarily indicative of the results for a full year or for any other future period. 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. Licensing of Intellectual Property On March 13, 2024, we and NXP Semiconductors N.V. ("NXP") entered into a Settlement and Patent Cross-License Agreement (the “Settlement Agreement”). Under the Settlement Agreement, NXP made a one-time payment of $ 45 million and agreed to make annual license fee payments on April 1 of each year, starting on April 1, 2024, until the termination of the Settlement Agreement. The annual license fee payment for 2024 is $ 15 million and will increase each subsequent year by a fixed percentage. We allocated the consideration from the Settlement Agreement to the related components of the agreement. We recorded the $ 45 million payment in income from settlement of litigation in the condensed consolidated statements of operations upon receipt. We will recognize the license fee, which relates to annual usage of the license from April 1 to March 31 of each applicable year, as revenue in the second quarter of each year for as long as NXP is still using the Indicator Patents as specified in the Settlement Agreement. We recognize revenue from licensing the right to use functional intellectual property, such as the Settlement Agreement discussed above, at the point in time the control of the license transfers to the customer, which is generally upon delivery, or as usage occurs. See Note 6 Commitments and Contingencies for additional details of the Settlement Agreement with NXP. Recently Issued Accounting Standards Not Yet Adopted In November 2023, the FASB released ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which amends reportable segment requirements, primarily through enhanced disclosures about significant segment expenses, including for public entities that have a single reportable segment. The standard is effective for fiscal years beginning after December 31, 2023 and interim periods within fiscal years beginning after December 31, 2024. We are currently evaluating any impact of this standard on our financial statement disclosures. In December 2023, the FASB released ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which amends income tax disclosure requirements to enhance the transparency and decision usefulness for users of the financial statements. The standard is effective for fiscal years beginning after December 31, 2024. We are currently evaluating any impact of this standard on our financial statement disclosures. |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
Mar. 31, 2024 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Note 2. Fair Value Measurements 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 based on the best available data, some of which is internally developed, and considers risk premiums that a market participant would require. We do not have any financial assets or liabilities in Level 3 as of March 31, 2024 or December 31, 2023, except for the liability for the earnout consideration related to the Voyantic Oy acquisition. We have classified this liability as such because we determined the fair value using significant unobservable inputs. 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 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 agency securities, corporate notes and bonds, commercial paper, treasury bills and asset-backed securities. The fair value measurement of these assets is based on observable market-based inputs or inputs that are derived principally from or corroborated by observable market data by correlation or other means. Long-term Debt — See Note 7 for the carrying amount and estimated fair value of the Notes. Contingent Consideration — The contingent consideration liability is related to the acquisition of Voyantic Oy (see Note 4: Goodwill and Intangible Assets), and the related payments are expected to occur in 2024. As of March 31, 2024 , the contingent consideration liability of $ 7.1 million is included in "Accrued expenses and other current liabilities" on the condensed consolidated balance sheet. The following table presents the balances of assets and liabilities measured at fair value on a recurring basis, by level within the fair value hierarchy, as of the dates presented (in thousands): March 31, 2024 December 31, 2023 Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total Cash equivalents: Money market funds $ 132,475 $ — $ — $ 132,475 $ 78,661 $ — $ — $ 78,661 Total cash equivalents 132,475 — — 132,475 78,661 — — 78,661 Short-term investments: U.S. government agency securities — 4,963 — 4,963 — 11,893 — 11,893 Corporate notes and bonds — — — — — — — — Commercial paper — — — — — — — — Treasury bill — — — — — — — — Yankee bonds — 1,973 — 1,973 — 1,951 — 1,951 Agency bonds — — — — — 2,994 — 2,994 Asset-backed securities — 356 — 356 — 1,602 — 1,602 Total short-term investments — 7,292 — 7,292 — 18,440 — 18,440 Long-term investments: U.S. government agency securities — — — — — — — — Yankee bonds — — — — — — — — Agency bonds — — — — — — — — Asset-backed securities — — — — — — — — Total long-term investments — — — — — — — — Total $ 132,475 $ 7,292 $ — $ 139,767 $ 78,661 $ 18,440 $ — $ 97,101 Acquisition related contingent consideration liability — — 7,087 7,087 — — 6,180 6,180 Total liabilities at fair value $ — $ — $ 7,087 $ 7,087 $ — $ — $ 6,180 $ 6,180 The following table presents additional information about liabilities measured at fair value for which the Company utilizes Level 3 inputs to determine fair value as of March 31, 2024 (in thousands): Three Months Ended March 31, 2024 Balance as of January 1 $ 6,180 Change in fair value of contingent consideration liability due to remeasurement 907 Balance as of March 31 $ 7,087 At the acquisition date, we recorded the contingent consideration related to the Voyantic Oy acquisition at its fair value using unobservable inputs and used the Monte Carlo simulation option pricing framework, incorporating contractual terms and assumptions regarding financial forecasts, discount rates and volatility of forecasted revenue and gross margins. The development and determination of the unobservable inputs for Level 3 fair value measurements and fair value calculations is management's responsibility with the assistance of a third-party valuation specialist. During the quarter ended March 31, 2024, we remeasured the fair value of the contingent consideration liability based on updated inputs related to actual performance results and recorded an additional expense of $ 907,000 in general and administrative expense on the consolidated statement of operations. As of March 31, 2024 the contingent consideration liability of $ 7.1 million is included in "Accrued expenses and other current liabilities" on the condensed consolidated balance sheet. As of December 31, 2023, the contingent consideration liability was $ 6.2 million. 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 . Investments 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): March 31, 2024 Cost or Gross Gross Total Estimated Amortized Cost Unrealized Gains Unrealized Losses Fair Value Description: Money market funds $ 132,475 $ — $ — $ 132,475 U.S. government agency securities 4,975 — ( 12 ) 4,963 Corporate notes and bonds — — — — Yankee bonds 1,977 — ( 4 ) 1,973 Commercial paper — — — — Treasury bill — — — — Agency bond — — — — Asset-backed securities 356 — — 356 Total $ 139,783 $ — $ ( 16 ) $ 139,767 December 31, 2023 Cost or Gross Gross Total Estimated Amortized Cost Unrealized Gains Unrealized Losses Fair Value Description: Money market funds $ 78,661 $ — $ — $ 78,661 U.S. government agency securities 11,932 — ( 39 ) 11,893 Corporate notes and bonds — — — — Yankee bonds 1,956 — ( 5 ) 1,951 Commercial paper — — — — Treasury bill — — — — Agency bond 2,998 — ( 4 ) 2,994 Asset-backed securities 1,604 — ( 2 ) 1,602 Total $ 97,151 $ — $ ( 50 ) $ 97,101 Marketable securities in a continuous loss position for less than 12 months had an estimated fair value of $ 7.1 million and $ 10.2 million and unrealized losses of $ 16,000 and $ 25,000 as of March 31, 2024 and December 31, 2023, respectively. Marketable securities in a continuous loss position for greater than 12 months had an estimated fair value of $ 100,000 and $ 8.2 million and immaterial unrealized losses as of March 31, 2024 and $ 26,000 in unrealized losses as of December 31, 2023. 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. We used the specific identification method to determine cost of securities sold. |
Inventory
Inventory | 3 Months Ended |
Mar. 31, 2024 | |
Inventory Disclosure [Abstract] | |
Inventory | N ote 3. Inventory The following table presents the detail of inventories as of the dates presented (in thousands): March 31, 2024 December 31, 2023 Raw materials $ 19,787 $ 21,773 Work-in-process 32,311 42,217 Finished goods 35,659 33,182 Total inventory $ 87,757 $ 97,172 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 3 Months Ended |
Mar. 31, 2024 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets | Note 4. Goodwill and Intangible Assets On April 3, 2023, we acquired all of the outstanding equity of Voyantic Oy for an aggregate purchase price of $ 32.7 million. Our acquisition of Voyantic Oy adds label design, manufacturing and testing to our systems offerings, to advance the quality, reliability and readability of partner inlays. The consideration comprised (i) $ 3.6 million in shares of our common stock valued using the market price on the date of the acquisition, (ii) $ 4.6 million in deferred payments contingent upon revenue and gross margin performance over a one-year period from the acquisition date, and (iii) the remainder in cash paid at closing. We recorded the assets acquired and liabilities assumed at their estimated fair values as of the acquisition date. We recorded the excess of the purchase price over the assets acquired and liabilities assumed as goodwill. The fair value of net assets acquired, goodwill, intangible assets and deferred tax liability were $ 2.4 million, $ 15.6 million, $ 18.4 million and $ 3.7 million, respectively. The goodwill amount represents synergies we expect to realize from the business combination and assembled workforce. We allocated the goodwill to our one reporting unit and reportable segment. The acquired goodwill and intangible assets were not deductible for tax purposes. The transaction-related costs for the acquisition were $ 907,000 for the three months ended March 31, 2024. These costs are related to the revaluation of the contingent consideration subsequent to the acquisition date and are included in general and administrative expenses in the condensed consolidated statements of operations. See Note 2. Fair Value Measures for additional information on the contingent consideration. This acquisition did not have a material impact on our reported revenue or net loss amounts for any period presented; therefore, we have not presented historical and pro forma disclosures. Goodwill represents the excess of the purchase price over the fair value of the net assets acquired in business combinations accounted for under the purchase method of accounting. The following table presents goodwill as of March 31, 2024 (in thousands): Three Months Ended March 31, 2024 2023 Balance at beginning of period $ 19,696 $ 3,881 Foreign currency translation adjustment ( 353 ) — Total $ 19,343 $ 3,881 As of March 31, 2024, intangible assets comprised of the following (in thousands): Estimated Useful Life in Years Gross Carrying Amount Accumulated Amortization Net Definite-lived intangible assets: Backlog 0.25 $ 755 $ ( 755 ) $ — Customer Relationships 1 3,615 ( 3,615 ) — Developed Technology 7.25 12,734 ( 1,757 ) 10,977 Patent 3 250 ( 59 ) 191 Tradename 8 1,187 ( 148 ) 1,039 Total definite-lived intangible assets (1) 18,541 ( 6,334 ) 12,207 (1) Foreign intangible asset carrying amounts are affected by foreign currency translation We amortize identifiable intangible assets with finite lives over their useful lives on a straight-line basis. The weighted average life of our intangible assets is approximately six years . Amortization of intangible assets was $ 1.4 million for the three months ended March 31, 2024. There was no amortization of intangible assets for the three months ended March 31, 2023. As of March 31, 2024, the estimated intangible asset amortization expense for the next five years and thereafter is as follows: Estimated Amortization (in thousands) 2024 1,491 2025 1,988 2026 1,950 2027 1,905 2028 1,905 Thereafter 2,968 Total $ 12,207 |
Stock-Based Awards
Stock-Based Awards | 3 Months Ended |
Mar. 31, 2024 | |
Share-Based Payment Arrangement [Abstract] | |
Stock-Based Awards | Note 5. Stock-Based Awards Restricted Stock Units We grant restricted stock units ("RSUs"), with a service condition, and RSUs with market and service conditions ("MSUs"). The following table summarizes activity for RSUs and MSUs for the three months ended March 31, 2024 (in thousands): Number of Underlying Shares RSUs MSUs Outstanding at December 31, 2023 1,078 174 Granted 360 146 Vested ( 164 ) ( 98 ) Forfeited ( 79 ) ( 2 ) Outstanding at March 31, 2024 1,195 220 Stock-Based Compensation Expense The following table presents the detail of stock-based compensation expense amounts included in our condensed consolidated statements of operations for the periods presented (in thousands): Three Months Ended March 31, 2024 2023 Cost of revenue $ 453 $ 417 Research and development expense 5,262 4,569 Sales and marketing expense 2,409 2,139 General and administrative expense 3,666 3,099 Total stock-based compensation expense $ 11,790 $ 10,224 |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2024 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 6. Commitments and Contingencies For information on our commitments and contingencies, see Part II, Item 8 (Financial Statements and Supplementary Data, Note 12 Commitments and Contingencies) of our Annual Report on Form 10-K for the year ended December 31, 2023. There have been no material changes to our commitments and contingencies as previously disclosed in our Annual Report on Form 10-K for the year ended December 31, 2023, except for “Obligations with Third-Parties” and “Litigation” as discussed below. Obligations with Third Parties We manufacture products with third-party manufacturers. We are committed to purchase $ 17.6 million of inventory as of March 31, 2024. Litigation From time to time, we are subject to various legal proceedings or claims that arise in the ordinary course of business. We accrue a liability when management believes that it is both probable that we have incurred a liability and we can reasonably estimate the amount of loss. As of March 31, 2024 and December 31, 2023 , we did no t have accrued contingency liabilities. The following is a description of our significant legal proceedings. Patent Infringement Claims and Counterclaims Impinj Patent Infringement Claims Against NXP From 2019 to 2023, we engaged in active patent litigation against our primary endpoint IC competitor, NXP Semiconductors N.V., or NXP. During this time, we filed three patent infringement lawsuits against subsidiaries of NXP in federal courts in California and Texas. Our complaints alleged that certain NXP endpoint ICs infringed a number of our U.S. patents. In response, NXP filed a suit against us in federal court in Delaware, later transferred to Washington, countersued us in Texas, and filed three lawsuits against our subsidiary in China. NXP’s complaints alleged that certain of our endpoint ICs infringed a number of their own U.S. or Chinese patents or U.S. patents that they exclusively licensed from a third-party to assert against us. Through 2023, we prevailed in these lawsuits. In three U.S. trials held in 2023, juries in California and Texas returned verdicts that NXP endpoint ICs infringed five of our patents that made it to trial, and juries in Washington and Texas ruled that we did not infringe any of the three patents NXP accused us in court of infringing. Also in 2023, NXP withdrew all three cases it filed against us in China. On March 13, 2024, while additional trials were pending in China and Texas, and post-trial motions and appeals were pending in China and the U.S., we and NXP entered into a Settlement and Patent Cross-License Agreement dated March 13, 2024 (the “Settlement Agreement”). Under the agreement we and NXP agreed to terminate and withdraw all pending proceedings and release one another for all patent infringement claims preceding March 31, 2024 and grant to each other non-exclusive, worldwide patent licenses to make, have made, import, use, offer for sale, and sell their respective products and services, subject to the terms of the agreement. The Settlement Agreement will remain in force until all the valid claims of a specified set of Impinj patents (the “Indicator Patents”) expire in about ten years. Either party can terminate the Settlement Agreement if the other party materially breaches the terms of the Agreement and NXP can terminate the Settlement Agreement if it successfully designs out all valid claims of the Indicator Patents. Under the Settlement Agreement, NXP paid us a one-time amount of $ 45 million and agreed to make annual license fee payments, if the specified set of Indicator Patents are still in use, on April 1 of each year, effective April 1, 2024. The annual license fee payment for 2024 is $ 15 million and will increase each subsequent year by a fixed percentage. We have no obligation to pay NXP under the Settlement Agreement. We allocated the consideration from the Settlement Agreement to the components of the Settlement Agreement. We recorded the $ 45 million payment in income from settlement of litigation in the condensed consolidated statements of operations upon receipt. Licensing of our intellectual property is part of our ongoing operations and therefore, we will recognize the license fee, which relates to annual usage of the license from April 1 to March 31 of each applicable year, as revenue in the second quarter of each year for as long as NXP is still using the Indicator Patents. |
Long-term Debt
Long-term Debt | 3 Months Ended |
Mar. 31, 2024 | |
Debt Disclosure [Abstract] | |
Long-term Debt | Note 7. Long-term debt Convertible Senior Notes In November 2021, we issued $ 287.5 million aggregate principal amount of convertible promissory notes due May 15, 2027 (the “2021 Notes”). The following table presents the outstanding principal amount and carrying value of the 2021 Notes as of the dates indicated (in thousands): March 31, 2024 December 31, 2023 Principal Amount Unamortized debt issuance costs Net Carrying Amount Principal Amount Unamortized debt issuance costs Net Carrying Amount 2021 Notes 287,500 ( 5,238 ) 282,262 287,500 ( 5,645 ) 281,855 Further details of the 2021 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) 2021 Notes May 15, 2027 1.125 % May 15, 2022 1.72 % May 15; November 15 9.0061 $ 111.04 2.6 The 2021 Notes are senior unsecured obligations, do not contain any financial covenants and are governed by indentures (the Indentures). The total net proceeds from the 2021 Notes, after deducting initial debt issuance costs, fees and expenses, was $ 278.4 million. We used approximately $ 183.6 million of the 2021 Notes net proceeds, excluding accrued intere st, to repurchase approximately $ 76.4 million aggregate principal amount of convertible notes due 2026 (the “2019 Notes” and, together with the 2021 Notes, the “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 $ 9.9 million aggregate principal amount of the 2019 Notes in June 2022. We w ill use the remainder of the net proceeds from the 2021 Notes for general corporate purposes. Terms of the 2021 Notes The holders of the 2021 Notes may convert their respective 2021 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 (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 2021 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 2021 Notes for redemption; or • upon the occurrence of specified corporate events, as described in the indenture. None of the circumstances described in the above paragraphs were met during the three months ended March 31, 2024. Regardless of the foregoing circumstances, holders may convert all or any portion of the 2021 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 2021 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 2021 Notes being redeemed, plus any accrued and unpaid interest to, but excluding, the redemption date. Holders who convert their 2021 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), holders of the 2021 Notes may require us to repurchase all or a portion of their 2021 Notes at a repurchase price equal to 100 % of the principal amount of the 2021 Notes being repurchased, plus any accrued and unpaid interest to, but excluding, the repurchase date. Interest expense related to the Notes was as follows (in thousands): Three months ended March 31, 2024 2023 2021 Notes 2021 Notes Amortization of debt issuance costs 407 400 Cash interest expense 809 809 Total interest expense $ 1,216 $ 1,209 Accrued interest related to the 2021 Notes as of March 31, 2024 and December 31, 2023 wa s $ 1.2 million and $ 400,000 , respectively . We record accrued interest in accrued liabilities in our consolidated balance sheet. We estimate the fair value of the 2021 Notes to be $ 388.4 million and $ 314.0 million as of March 31, 2024 and December 31, 2023, respectively, which we determined through consideration of quoted market prices. The fair value for the 2021 Notes is classified as Level 2, as defined in Note 2. Capped Calls In connection with the issuance of 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 capped call remains outstanding even though we have repurchased the 2019 Notes. The initial cap price of the capped call transactions is $ 54.20 per share, 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. |
Net Earnings (Loss) Per Share
Net Earnings (Loss) Per Share | 3 Months Ended |
Mar. 31, 2024 | |
Earnings Per Share [Abstract] | |
Net Earnings (Loss) Per Share | Note 8. Net Earnings (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 earnings (loss) per share (in thousands, except per share amounts): Three months ended March 31, 2024 2023 Numerator: Net income (loss) $ 33,344 $ ( 4,358 ) Interest add back 1,216 — Net income (loss) attributable to common stockholders $ 34,560 $ ( 4,358 ) Denominator: Weighted average common shares outstanding, basic 27,357 26,285 Dilutive effect of: Stock plans 1,479 — 2021 Notes 2,589 — Weighted average common shares outstanding, diluted 31,425 26,285 Net earnings (loss) per share — basic $ 1.22 $ ( 0.17 ) Net earnings (loss) per share — diluted $ 1.10 $ ( 0.17 ) Basic net earnings (loss) per share is calculated using our net income (loss) and our weighted average outstanding common shares. Diluted net earnings (loss) per share is calculated using our net income (loss) attributable to common stockholders with interest charges applicable to our convertible debt added back under the if converted method and our weighted average outstanding common shares including the dilutive effect of stock awards and employee stock purchase plan shares as determined under the treasury stock method and of our convertible notes using the if converted method. In periods when we recognize a net loss, we exclude the impact of outstanding stock awards and the potential share settlement impact related to our convertible notes from the diluted loss per share calculation as their inclusion would have an antidilutive effect. The following table presents the outstanding shares of our common stock equivalents excluded from the computation of diluted net earnings (loss) per share as of the dates presented because their effect would have been antidilutive (in thousands): Three months ended March 31, 2024 2023 Stock options — 1,600 RSUs, MSUs and PSUs 878 1,551 Employee stock purchase plan shares 18 16 2021 Notes — 2,589 |
Segment Information
Segment Information | 3 Months Ended |
Mar. 31, 2024 | |
Segment Reporting [Abstract] | |
Segment Information | Note 9. Segment Information We have one reportable and operating segment: the development and sale of our RAIN products and services. We identified our operating 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. Accordingly, we have determined that we have a single reportable and operating segment. Our chief executive officer reviews information about our revenue categories, endpoint ICs and systems, the latter defined as reader ICs, readers, gateways, test and measurement solutions and software and cloud services. The following table presents our revenue categories for the indicated periods (in thousands): Three Months Ended March 31, 2024 2023 Endpoint ICs $ 61,506 $ 67,049 Systems 15,319 18,848 Total revenue $ 76,825 $ 85,897 |
Deferred Revenue
Deferred Revenue | 3 Months Ended |
Mar. 31, 2024 | |
Deferred Revenue Disclosure [Abstract] | |
Deferred Revenue | N ote 10. Deferred Revenue Deferred revenue, comprising individually immaterial amounts for extended warranty, enhanced product maintenance and advance payments on non-recurring engineering ("NRE") services contracts, represents contracted revenue that has not yet been recognized. We recognized $ 709,000 of revenue related to amounts included in deferred revenue as of December 31, 2023 for the three months ended March 31, 2024. We recognized $ 1.8 million of reven ue related to amounts included in deferred revenue as of December 31, 2022 for the three months ended March 31, 2023. The following table presents the changes in deferred revenue for the indicated periods (in thousands): Three Months Ended March 31, 2024 2023 Balance at beginning of period $ 1,985 $ 2,599 Deferral of revenue 633 29 Recognition of deferred revenue ( 709 ) ( 1,809 ) Balance at end of period $ 1,909 $ 819 |
Related-Party Transactions
Related-Party Transactions | 3 Months Ended |
Mar. 31, 2024 | |
Related Party Transactions [Abstract] | |
Related-Party Transactions | Note 11. Related-Party Transactions On June 23, 2023, we a cquired a patent from a related party in which a member of our board of directors holds an executive leadership position. The patent pertains to our endpoint IC products and the acquisition price was $ 250,000 . The patent is included in the Indicator Patents, expires on July 17, 2026 and does not have renewal rights. This patent is included in our intangible assets on our condensed consolidated balance sheet as of March 31, 2024. |
Restructuring
Restructuring | 3 Months Ended |
Mar. 31, 2024 | |
Restructuring and Related Activities [Abstract] | |
Restructuring | Note 12. Restructuring On February 7, 2024, we initiated a strategic restructuring to align financial, business and research and development objectives for long-term growth, including a reduction-in-force affecting approximately 10 % of our employees. We incurred restructuring charges of $ 1.8 million for employee terminations benefits, including equity modification expense for the three months ended March 31, 2024. Accrued restructuring charges are included in accrued and other current liabilities on the condensed consolidated balance sheet. A summary of accrued restructuring costs as of March 31, 2024 is shown in the table below (in thousands): Three months ended March 31, 2024 Restructuring costs 1,812 Non cash payments ( 366 ) Cash payments ( 852 ) Accrued restructuring costs as of March 31, 2024 $ 594 |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2024 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying condensed consolidated financial statements include Impinj, Inc. and its wholly owned subsidiaries. We have eliminated intercompany balances and transactions in consolidation. We have prepared these condensed consolidated financial statements in conformity with U.S. generally accepted accounting principles ("GAAP"), and applicable rules and regulations of the Securities and Exchange Commission ("SEC"), regarding interim financial reporting. Certain information and note disclosures normally included in the financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. Accordingly, these interim condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and accompanying notes as of and for the year ended December 31, 2023 included in Impinj, Inc.’s Annual Report on Form 10-K, which was filed with the SEC on February 12, 2024. The unaudited condensed consolidated interim financial statements, in the opinion of management, reflect all adjustments, comprising normal recurring adjustments, necessary to state fairly our financial position, results of operations and our cash flows for the periods presented. Interim results are not necessarily indicative of the results for a full year or for any other future period. |
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. |
Licensing of Intellectual Property | Licensing of Intellectual Property On March 13, 2024, we and NXP Semiconductors N.V. ("NXP") entered into a Settlement and Patent Cross-License Agreement (the “Settlement Agreement”). Under the Settlement Agreement, NXP made a one-time payment of $ 45 million and agreed to make annual license fee payments on April 1 of each year, starting on April 1, 2024, until the termination of the Settlement Agreement. The annual license fee payment for 2024 is $ 15 million and will increase each subsequent year by a fixed percentage. We allocated the consideration from the Settlement Agreement to the related components of the agreement. We recorded the $ 45 million payment in income from settlement of litigation in the condensed consolidated statements of operations upon receipt. We will recognize the license fee, which relates to annual usage of the license from April 1 to March 31 of each applicable year, as revenue in the second quarter of each year for as long as NXP is still using the Indicator Patents as specified in the Settlement Agreement. We recognize revenue from licensing the right to use functional intellectual property, such as the Settlement Agreement discussed above, at the point in time the control of the license transfers to the customer, which is generally upon delivery, or as usage occurs. See Note 6 Commitments and Contingencies for additional details of the Settlement Agreement with NXP. |
Recently Issued Accounting Standards Not Yet Adopted | Recently Issued Accounting Standards Not Yet Adopted In November 2023, the FASB released ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which amends reportable segment requirements, primarily through enhanced disclosures about significant segment expenses, including for public entities that have a single reportable segment. The standard is effective for fiscal years beginning after December 31, 2023 and interim periods within fiscal years beginning after December 31, 2024. We are currently evaluating any impact of this standard on our financial statement disclosures. In December 2023, the FASB released ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which amends income tax disclosure requirements to enhance the transparency and decision usefulness for users of the financial statements. The standard is effective for fiscal years beginning after December 31, 2024. We are currently evaluating any impact of this standard on our financial statement disclosures. |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Fair Value Disclosures [Abstract] | |
Summary of Assets and Liabilities Measured at Fair Value on Recurring Basis | The following table presents the balances of assets and liabilities measured at fair value on a recurring basis, by level within the fair value hierarchy, as of the dates presented (in thousands): March 31, 2024 December 31, 2023 Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total Cash equivalents: Money market funds $ 132,475 $ — $ — $ 132,475 $ 78,661 $ — $ — $ 78,661 Total cash equivalents 132,475 — — 132,475 78,661 — — 78,661 Short-term investments: U.S. government agency securities — 4,963 — 4,963 — 11,893 — 11,893 Corporate notes and bonds — — — — — — — — Commercial paper — — — — — — — — Treasury bill — — — — — — — — Yankee bonds — 1,973 — 1,973 — 1,951 — 1,951 Agency bonds — — — — — 2,994 — 2,994 Asset-backed securities — 356 — 356 — 1,602 — 1,602 Total short-term investments — 7,292 — 7,292 — 18,440 — 18,440 Long-term investments: U.S. government agency securities — — — — — — — — Yankee bonds — — — — — — — — Agency bonds — — — — — — — — Asset-backed securities — — — — — — — — Total long-term investments — — — — — — — — Total $ 132,475 $ 7,292 $ — $ 139,767 $ 78,661 $ 18,440 $ — $ 97,101 Acquisition related contingent consideration liability — — 7,087 7,087 — — 6,180 6,180 Total liabilities at fair value $ — $ — $ 7,087 $ 7,087 $ — $ — $ 6,180 $ 6,180 |
Schedule of Additional Information of Liabilities Measured at Fair Value for Company Utilized Level 3 Inputs to Determine Fair Value | The following table presents additional information about liabilities measured at fair value for which the Company utilizes Level 3 inputs to determine fair value as of March 31, 2024 (in thousands): Three Months Ended March 31, 2024 Balance as of January 1 $ 6,180 Change in fair value of contingent consideration liability due to remeasurement 907 Balance as of March 31 $ 7,087 |
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): March 31, 2024 Cost or Gross Gross Total Estimated Amortized Cost Unrealized Gains Unrealized Losses Fair Value Description: Money market funds $ 132,475 $ — $ — $ 132,475 U.S. government agency securities 4,975 — ( 12 ) 4,963 Corporate notes and bonds — — — — Yankee bonds 1,977 — ( 4 ) 1,973 Commercial paper — — — — Treasury bill — — — — Agency bond — — — — Asset-backed securities 356 — — 356 Total $ 139,783 $ — $ ( 16 ) $ 139,767 December 31, 2023 Cost or Gross Gross Total Estimated Amortized Cost Unrealized Gains Unrealized Losses Fair Value Description: Money market funds $ 78,661 $ — $ — $ 78,661 U.S. government agency securities 11,932 — ( 39 ) 11,893 Corporate notes and bonds — — — — Yankee bonds 1,956 — ( 5 ) 1,951 Commercial paper — — — — Treasury bill — — — — Agency bond 2,998 — ( 4 ) 2,994 Asset-backed securities 1,604 — ( 2 ) 1,602 Total $ 97,151 $ — $ ( 50 ) $ 97,101 |
Inventory (Tables)
Inventory (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventories | The following table presents the detail of inventories as of the dates presented (in thousands): March 31, 2024 December 31, 2023 Raw materials $ 19,787 $ 21,773 Work-in-process 32,311 42,217 Finished goods 35,659 33,182 Total inventory $ 87,757 $ 97,172 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill | The following table presents goodwill as of March 31, 2024 (in thousands): Three Months Ended March 31, 2024 2023 Balance at beginning of period $ 19,696 $ 3,881 Foreign currency translation adjustment ( 353 ) — Total $ 19,343 $ 3,881 |
Schedule of Intangible Assets | As of March 31, 2024, intangible assets comprised of the following (in thousands): Estimated Useful Life in Years Gross Carrying Amount Accumulated Amortization Net Definite-lived intangible assets: Backlog 0.25 $ 755 $ ( 755 ) $ — Customer Relationships 1 3,615 ( 3,615 ) — Developed Technology 7.25 12,734 ( 1,757 ) 10,977 Patent 3 250 ( 59 ) 191 Tradename 8 1,187 ( 148 ) 1,039 Total definite-lived intangible assets (1) 18,541 ( 6,334 ) 12,207 (1) Foreign intangible asset carrying amounts are affected by foreign currency translation |
Schedule of Estimated Intangible Asset Amortization Expense | As of March 31, 2024, the estimated intangible asset amortization expense for the next five years and thereafter is as follows: Estimated Amortization (in thousands) 2024 1,491 2025 1,988 2026 1,950 2027 1,905 2028 1,905 Thereafter 2,968 Total $ 12,207 |
Stock-Based Awards (Tables)
Stock-Based Awards (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Share-Based Payment Arrangement [Abstract] | |
Summary of Restricted Stock Units | The following table summarizes activity for RSUs and MSUs for the three months ended March 31, 2024 (in thousands): Number of Underlying Shares RSUs MSUs Outstanding at December 31, 2023 1,078 174 Granted 360 146 Vested ( 164 ) ( 98 ) Forfeited ( 79 ) ( 2 ) Outstanding at March 31, 2024 1,195 220 |
Summary of Stock-Based Compensation Expense | The following table presents the detail of stock-based compensation expense amounts included in our condensed consolidated statements of operations for the periods presented (in thousands): Three Months Ended March 31, 2024 2023 Cost of revenue $ 453 $ 417 Research and development expense 5,262 4,569 Sales and marketing expense 2,409 2,139 General and administrative expense 3,666 3,099 Total stock-based compensation expense $ 11,790 $ 10,224 |
Long-term Debt (Tables)
Long-term Debt (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Debt Disclosure [Abstract] | |
Summary of Outstanding Principal Amount and Carrying Value | The following table presents the outstanding principal amount and carrying value of the 2021 Notes as of the dates indicated (in thousands): March 31, 2024 December 31, 2023 Principal Amount Unamortized debt issuance costs Net Carrying Amount Principal Amount Unamortized debt issuance costs Net Carrying Amount 2021 Notes 287,500 ( 5,238 ) 282,262 287,500 ( 5,645 ) 281,855 |
Schedule of Notes | Further details of the 2021 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) 2021 Notes May 15, 2027 1.125 % May 15, 2022 1.72 % May 15; November 15 9.0061 $ 111.04 2.6 |
Schedule of Interest Expense | Interest expense related to the Notes was as follows (in thousands): Three months ended March 31, 2024 2023 2021 Notes 2021 Notes Amortization of debt issuance costs 407 400 Cash interest expense 809 809 Total interest expense $ 1,216 $ 1,209 |
Net Earnings (Loss) Per Share (
Net Earnings (Loss) Per Share (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Earnings Per Share [Abstract] | |
Reconciliation of the Numerator and Denominator used in Computing Basic and Diluted Net Earnings (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 earnings (loss) per share (in thousands, except per share amounts): Three months ended March 31, 2024 2023 Numerator: Net income (loss) $ 33,344 $ ( 4,358 ) Interest add back 1,216 — Net income (loss) attributable to common stockholders $ 34,560 $ ( 4,358 ) Denominator: Weighted average common shares outstanding, basic 27,357 26,285 Dilutive effect of: Stock plans 1,479 — 2021 Notes 2,589 — Weighted average common shares outstanding, diluted 31,425 26,285 Net earnings (loss) per share — basic $ 1.22 $ ( 0.17 ) Net earnings (loss) per share — diluted $ 1.10 $ ( 0.17 ) |
Computation of Diluted Net Earnings (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 earnings (loss) per share as of the dates presented because their effect would have been antidilutive (in thousands): Three months ended March 31, 2024 2023 Stock options — 1,600 RSUs, MSUs and PSUs 878 1,551 Employee stock purchase plan shares 18 16 2021 Notes — 2,589 |
Segment Information (Tables)
Segment Information (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Segment Reporting [Abstract] | |
Summary of Revenue Categories | The following table presents our revenue categories for the indicated periods (in thousands): Three Months Ended March 31, 2024 2023 Endpoint ICs $ 61,506 $ 67,049 Systems 15,319 18,848 Total revenue $ 76,825 $ 85,897 |
Deferred Revenue (Tables)
Deferred Revenue (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
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): Three Months Ended March 31, 2024 2023 Balance at beginning of period $ 1,985 $ 2,599 Deferral of revenue 633 29 Recognition of deferred revenue ( 709 ) ( 1,809 ) Balance at end of period $ 1,909 $ 819 |
Restructuring (Tables)
Restructuring (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Restructuring and Related Activities [Abstract] | |
Summary of Accrued Restructuring Costs | A summary of accrued restructuring costs as of March 31, 2024 is shown in the table below (in thousands): Three months ended March 31, 2024 Restructuring costs 1,812 Non cash payments ( 366 ) Cash payments ( 852 ) Accrued restructuring costs as of March 31, 2024 $ 594 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies - Additional Information (Details) $ in Millions | Mar. 13, 2024 USD ($) |
Accounting Policies [Abstract] | |
Annual license fee payment | $ 45 |
Additional annual license fee payment | 15 |
Litigation settlement expense | $ 45 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2024 | Dec. 31, 2023 | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Contingent consideration liability | $ 6,200,000 | |
Marketable securities continuous loss position for less than 12 months, estimated fair value | $ 7,100,000 | 10,200,000 |
Marketable securities continuous loss position for less than 12 months, unrealized losses | 16,000 | 25,000 |
Marketable securities continuous loss position for greater than 12 months, estimated fair value | 100,000 | |
Marketable securities continuous loss position for greater than 12 months, unrealized losses | 8,200,000 | 26,000 |
General and Administrative Expense | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Fair value of the contingent consideration liability measurement additional expense | $ 907,000 | |
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] | ||
Contingent consideration liability | $ 7,087,000 | 6,180,000 |
Assets measured at fair value | 139,767,000 | 97,101,000 |
Liabilities measured at fair value | 7,087,000 | |
Fair Value Measurements Recurring | Level 3 | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Contingent consideration liability | 7,087,000 | 6,180,000 |
Liabilities measured at fair value | 7,087,000 | $ 6,180,000 |
Accrued Expenses and Other Current Liabilities | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Contingent consideration liability | $ 7,100,000 |
Fair Value Measurements - Summa
Fair Value Measurements - Summary of Assets Measured at Fair Value on Recurring Basis (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Acquisition-related contingent consideration liability | $ 6,200 | |
Fair Value Measurements Recurring | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Assets measured at fair value | $ 139,767 | 97,101 |
Acquisition-related contingent consideration liability | 7,087 | 6,180 |
Total liabilities at fair value | 7,087 | |
Cash Equivalents | Fair Value Measurements Recurring | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Assets measured at fair value | 132,475 | 78,661 |
Cash Equivalents | Money Market Funds | Fair Value Measurements Recurring | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Assets measured at fair value | 132,475 | 78,661 |
Short-term Investments | Fair Value Measurements Recurring | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Assets measured at fair value | 7,292 | 18,440 |
Short-term Investments | U.S. Government Agency Securities | Fair Value Measurements Recurring | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Assets measured at fair value | 4,963 | 11,893 |
Short-term Investments | Yankee Bonds | Fair Value Measurements Recurring | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Assets measured at fair value | 1,973 | 1,951 |
Short-term Investments | Agency Bonds | Fair Value Measurements Recurring | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Assets measured at fair value | 2,994 | |
Short-term Investments | Asset-backed Securities | Fair Value Measurements Recurring | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Assets measured at fair value | 356 | 1,602 |
Level 1 | Fair Value Measurements Recurring | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Assets measured at fair value | 132,475 | 78,661 |
Level 1 | Cash Equivalents | Fair Value Measurements Recurring | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Assets measured at fair value | 132,475 | 78,661 |
Level 1 | Cash Equivalents | Money Market Funds | Fair Value Measurements Recurring | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Assets measured at fair value | 132,475 | 78,661 |
Level 2 | Fair Value Measurements Recurring | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Assets measured at fair value | 7,292 | 18,440 |
Level 2 | Short-term Investments | Fair Value Measurements Recurring | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Assets measured at fair value | 7,292 | 18,440 |
Level 2 | Short-term Investments | U.S. Government Agency Securities | Fair Value Measurements Recurring | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Assets measured at fair value | 4,963 | 11,893 |
Level 2 | Short-term Investments | Yankee Bonds | Fair Value Measurements Recurring | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Assets measured at fair value | 1,973 | 1,951 |
Level 2 | Short-term Investments | Agency Bonds | Fair Value Measurements Recurring | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Assets measured at fair value | 2,994 | |
Level 2 | Short-term Investments | Asset-backed Securities | Fair Value Measurements Recurring | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Assets measured at fair value | 356 | 1,602 |
Level 3 | Fair Value Measurements Recurring | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Acquisition-related contingent consideration liability | 7,087 | 6,180 |
Total liabilities at fair value | $ 7,087 | $ 6,180 |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule of Additional Information of Liabilities Measured at Fair Value for Company Utilized Level 3 Inputs to Determine Fair Value (Details) - Contingent Consideration Liability $ in Thousands | 3 Months Ended |
Mar. 31, 2024 USD ($) | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Balance at beginning of period | $ 6,180 |
Change in fair value of contingent consideration liability due to remeasurement | 907 |
Balance at end of period | $ 7,087 |
Fair Value Measurements - Sch_2
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 | Mar. 31, 2024 | Dec. 31, 2023 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cost or Amortized Cost | $ 139,783 | $ 97,151 |
Gross Unrealized Losses | (16) | (50) |
Total Estimated Fair Value | 139,767 | 97,101 |
Money Market Funds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cost or Amortized Cost | 132,475 | 78,661 |
Total Estimated Fair Value | 132,475 | 78,661 |
U.S. Government Agency Securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cost or Amortized Cost | 4,975 | 11,932 |
Gross Unrealized Losses | (12) | (39) |
Total Estimated Fair Value | 4,963 | 11,893 |
Yankee Bonds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cost or Amortized Cost | 1,977 | 1,956 |
Gross Unrealized Losses | (4) | (5) |
Total Estimated Fair Value | 1,973 | 1,951 |
Agency Bond | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cost or Amortized Cost | 2,998 | |
Gross Unrealized Losses | (4) | |
Total Estimated Fair Value | 2,994 | |
Asset-Backed Securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cost or Amortized Cost | 356 | 1,604 |
Gross Unrealized Losses | (2) | |
Total Estimated Fair Value | $ 356 | $ 1,602 |
Inventory - Schedule of Invento
Inventory - Schedule of Inventories (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 19,787 | $ 21,773 |
Work-in-process | 32,311 | 42,217 |
Finished goods | 35,659 | 33,182 |
Total inventory | $ 87,757 | $ 97,172 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | ||||
Apr. 03, 2023 | Mar. 31, 2024 | Dec. 31, 2023 | Mar. 31, 2023 | Dec. 31, 2022 | |
Goodwill [Line Items] | |||||
Goodwill | $ 19,343 | $ 19,696 | $ 3,881 | $ 3,881 | |
Weighted average life of intangible assets | 6 years | ||||
Amortization of intangible assets | $ 1,409 | ||||
Voyantic Oy | |||||
Goodwill [Line Items] | |||||
Purchase price | $ 32,700 | ||||
Consideration value of common stock | 3,600 | ||||
Deferred payments | 4,600 | ||||
Fair value of net assets acquired | 2,400 | ||||
Goodwill | 15,600 | ||||
Intangible assets | 18,400 | ||||
Deferred tax liability | $ 3,700 | ||||
Voyantic Oy | General and Administrative Expense | |||||
Goodwill [Line Items] | |||||
Transaction-related costs for acquisition | $ 907,000 |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets - Schedule of Goodwill (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2024 USD ($) | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Balance at beginning of period | $ 19,696 |
Foreign currency translation adjustment | (353) |
Total | $ 19,343 |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets - Schedule of Intangible Assets (Details) $ in Thousands | Mar. 31, 2024 USD ($) |
Finite-Lived Intangible Assets [Line Items] | |
Estimated Useful Life in Years | 6 years |
Gross Carrying Amount | $ 18,541 |
Accumulated Amortization | (6,334) |
Net Total | $ 12,207 |
Backlog | |
Finite-Lived Intangible Assets [Line Items] | |
Estimated Useful Life in Years | 3 months |
Gross Carrying Amount | $ 755 |
Accumulated Amortization | $ (755) |
Customer Relationships | |
Finite-Lived Intangible Assets [Line Items] | |
Estimated Useful Life in Years | 1 year |
Gross Carrying Amount | $ 3,615 |
Accumulated Amortization | (3,615) |
Net Total | $ 0 |
Developed Technology | |
Finite-Lived Intangible Assets [Line Items] | |
Estimated Useful Life in Years | 7 years 3 months |
Gross Carrying Amount | $ 12,734 |
Accumulated Amortization | (1,757) |
Net Total | $ 10,977 |
Patent | |
Finite-Lived Intangible Assets [Line Items] | |
Estimated Useful Life in Years | 3 years |
Gross Carrying Amount | $ 250 |
Accumulated Amortization | (59) |
Net Total | $ 191 |
Tradename | |
Finite-Lived Intangible Assets [Line Items] | |
Estimated Useful Life in Years | 8 years |
Gross Carrying Amount | $ 1,187 |
Accumulated Amortization | (148) |
Net Total | $ 1,039 |
Goodwill and Intangible Asset_5
Goodwill and Intangible Assets - Schedule of Estimated Intangible Asset Amortization Expense (Details) $ in Thousands | Mar. 31, 2024 USD ($) |
Finite-Lived Intangible Assets, Amortization Expense, Maturity Schedule [Abstract] | |
2024 | $ 1,491 |
2025 | 1,988 |
2026 | 1,950 |
2027 | 1,905 |
2028 | 1,905 |
Thereafter | 2,968 |
Net Total | $ 12,207 |
Stock-Based Awards - Summary of
Stock-Based Awards - Summary of Restricted Stock Units (Details) shares in Thousands | 3 Months Ended |
Mar. 31, 2024 shares | |
Restricted Stock Units | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Number of Underlying Shares Outstanding, Balance | 1,078 |
Number of Underlying Shares, Granted | 360 |
Number of Underlying Shares, Vested | (164) |
Number of Underlying Shares, Forfeited | (79) |
Number of Underlying Shares Outstanding, Balance | 1,195 |
Market and Service Conditions Units | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Number of Underlying Shares Outstanding, Balance | 174 |
Number of Underlying Shares, Granted | 146 |
Number of Underlying Shares, Vested | (98) |
Number of Underlying Shares, Forfeited | (2) |
Number of Underlying Shares Outstanding, Balance | 220 |
Stock-Based Awards - Summary _2
Stock-Based Awards - Summary of Stock-Based Compensation Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||
Total stock-based compensation expense | $ 11,790 | $ 10,224 |
Cost of Revenue | ||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||
Total stock-based compensation expense | 453 | 417 |
Research and Development Expense | ||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||
Total stock-based compensation expense | 5,262 | 4,569 |
Selling and Marketing Expense | ||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||
Total stock-based compensation expense | 2,409 | 2,139 |
General and Administrative Expense | ||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||
Total stock-based compensation expense | $ 3,666 | $ 3,099 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Details) - USD ($) | Mar. 13, 2024 | Mar. 31, 2024 | Dec. 31, 2023 |
Commitments And Contingencies [Line Items] | |||
Inventory purchase commitment, amount | $ 17,600,000 | ||
Annual license fee payment | $ 45,000,000 | ||
Additional annual license fee payment | 15,000,000 | ||
Litigation settlement expense | $ 45,000,000 | ||
Accrued Liabilities | |||
Commitments And Contingencies [Line Items] | |||
Contingent liabilities | $ 0 | $ 0 |
Long-term Debt - Summary of Out
Long-term Debt - Summary of Outstanding Principal Amount and Carrying Value (Details) - 2021 Convertible Senior Notes due 2027 - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Debt Instrument [Line Items] | ||
Principal Amount | $ 287,500 | $ 287,500 |
Unamortized debt issuance costs | (5,238) | (5,645) |
Net Carrying Amount | $ 282,262 | $ 281,855 |
Long-term Debt - Convertible Se
Long-term Debt - Convertible Senior Notes - Additional Information (Details) | 1 Months Ended | 3 Months Ended | ||||
Dec. 11, 2019 | Jun. 30, 2022 USD ($) | Nov. 30, 2021 USD ($) | Dec. 31, 2019 Days $ / shares | Mar. 31, 2024 USD ($) Days | Dec. 31, 2023 USD ($) | |
Debt Instrument [Line Items] | ||||||
Debt instrument, threshold trading days | Days | 5 | |||||
Number of business day | Days | 5 | |||||
Long-term debt | $ 282,262,000 | $ 281,855,000 | ||||
Additional paid in capital | (482,972,000) | (463,900,000) | ||||
Accumulated deficit | 396,807,000 | 430,151,000 | ||||
2019 Convertible Senior Notes due 2026 | ||||||
Debt Instrument [Line Items] | ||||||
Cap price of the capped call transactions | $ / shares | $ 54.2 | |||||
Capped call transactions expiration consecutive days | Days | 40 | |||||
Capped call transaction expiring date | Dec. 11, 2026 | |||||
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 | $ 9,900,000 | $ 76,400,000 | ||||
2021 Convertible Senior Notes due 2027 | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument, maturity date | May 15, 2027 | |||||
Net proceeds from issuing notes | $ 278,400,000 | |||||
Accrued interest | 1,200,000 | 400,000 | ||||
Unamortized debt issuance costs | 5,238,000 | 5,645,000 | ||||
2021 Convertible Promissory Notes due 2027 | ||||||
Debt Instrument [Line Items] | ||||||
Aggregate principal amount | $ 287,500,000 | |||||
Debt instrument, maturity date | May 15, 2027 | |||||
2021 Convertible Promissory Notes due 2027 | Level 2 | ||||||
Debt Instrument [Line Items] | ||||||
Estimated fair value | $ 388,400,000 | $ 314,000,000 | ||||
Convertible Senior Notes | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument, threshold consecutive trading days | Days | 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 2021 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 | Days | 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) - 2021 Notes Unit in Millions | 1 Months Ended |
Nov. 30, 2021 Unit $ / shares shares | |
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 In
Long-term Debt - Schedule of Interest Expense (Details) - 2021 Convertible Senior Notes due 2027 - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Debt Instrument [Line Items] | ||
Amortization of debt issuance costs | $ 407 | $ 400 |
Cash interest expense | 809 | 809 |
Total interest expense | $ 1,216 | $ 1,209 |
Net Earnings (Loss) Per Share -
Net Earnings (Loss) Per Share - Reconciliation of the Numerator and Denominator used in Computing Basic and Diluted Net Earnings (Loss) Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Numerator: | ||
Net income (loss) | $ 33,344 | $ (4,358) |
Interest add back | 1,216 | 0 |
Net income (loss) attributable to common stockholders | $ 34,560 | $ (4,358) |
Denominator: | ||
Weighted-average shares outstanding - basic | 27,357 | 26,285 |
Weighted-average shares outstanding - diluted | 31,425 | 26,285 |
Net loss per share - basic | $ 1.22 | $ (0.17) |
Net loss per share - diluted | $ 1.10 | $ (0.17) |
Stock Plans | ||
Denominator: | ||
Weighted-average shares outstanding - diluted | 1,479 | |
2021 Notes | ||
Denominator: | ||
Weighted-average shares outstanding - diluted | 2,589 |
Net Earnings (Loss) Per Share_2
Net Earnings (Loss) Per Share - Computation of Diluted Net Earnings (Loss) Per Share Effect in Antidilutive (Details) - shares shares in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Employee Stock Option | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share | 0 | 1,600 |
RSUs, MSUs, and PSUs | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share | 878 | 1,551 |
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 | 18 | 16 |
2021 Notes | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share | 0 | 2,589 |
Segment Information - Additiona
Segment Information - Additional Information (Details) | 3 Months Ended |
Mar. 31, 2024 Segment | |
Segment Reporting [Abstract] | |
Number of reportable segments | 1 |
Number of operating segments | 1 |
Segment Information - Summary o
Segment Information - Summary of Revenue Categories (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Segment Reporting Information [Line Items] | ||
Total revenue | $ 76,825 | $ 85,897 |
Endpoint ICs | ||
Segment Reporting Information [Line Items] | ||
Total revenue | 61,506 | 67,049 |
Systems | ||
Segment Reporting Information [Line Items] | ||
Total revenue | $ 15,319 | $ 18,848 |
Deferred Revenue - Additional I
Deferred Revenue - Additional Information (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Deferred Revenue Disclosure [Abstract] | ||
Recognition of deferred revenue | $ 709,000 | $ 1,800,000 |
Deferred Revenue - Summary of C
Deferred Revenue - Summary of Changes in Deferred Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Deferred Revenue Disclosure [Abstract] | ||
Balance at beginning of period | $ 1,985 | $ 2,599 |
Deferral of revenue | 633 | 29 |
Recognition of deferred revenue | (709) | (1,809) |
Balance at end of period | $ 1,909 | $ 819 |
Related-Party Transactions - Ad
Related-Party Transactions - Additional Information (Details) | Jun. 23, 2023 USD ($) |
Related Party | Endpoint ICs | Patent | |
Related Party Transaction [Line Items] | |
Patent acquired | $ 250,000 |
Restructuring - Additional Info
Restructuring - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Feb. 07, 2024 | Mar. 31, 2024 | |
Restructuring Cost and Reserve [Line Items] | ||
Number of positions eliminated, percent | 10% | |
Restructuring charges | $ 1,812 |
Restructuring - Summary of Accr
Restructuring - Summary of Accrued Restructuring Costs (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2024 USD ($) | |
Restructuring and Related Activities [Abstract] | |
Restructuring charges | $ 1,812 |
Non cash payments | (366) |
Cash payments | (852) |
Accrued restructuring costs | $ 594 |