Document and Entity Information
Document and Entity Information - $ / shares | 9 Months Ended | |
Sep. 30, 2020 | Oct. 29, 2020 | |
Entity Listings [Line Items] | ||
Entity Registrant Name | MaxLinear Inc. | |
Entity Central Index Key | 0001288469 | |
Entity File Number | 001-34666 | |
Entity Tax Identification Number | 14-1896129 | |
Entity Address, Address Line One | 5966 La Place Court, Suite 100, | |
Entity Address, City or Town | Carlsbad | |
Entity Address, State or Province | CA | |
Entity Address, Postal Zip Code | 92008 | |
City Area Code | 760 | |
Local Phone Number | 692-0711 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Large Accelerated Filer | |
Entity Interactive Data Current | Yes | |
Document Type | 10-Q | |
Document Period End Date | Sep. 30, 2020 | |
Document Fiscal Year Focus | 2020 | |
Document Fiscal Period Focus | Q3 | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Amendment Flag | false | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Current Reporting Status | Yes | |
Entity Incorporation, State or Country Code | DE | |
Entity Common Stock, Shares Outstanding | 74,168,486 | |
Entity Listing, Par Value Per Share | $ 0.0001 | |
NEW YORK STOCK EXCHANGE, INC. [Member] | ||
Entity Listings [Line Items] | ||
Trading Symbol | MXL | |
Title of 12(b) Security | Common stock | |
Security Exchange Name | NYSE |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) shares in Thousands, $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 |
Current assets: | ||
Cash and cash equivalents | $ 96,570 | $ 92,708 |
Short-term restricted cash | 111 | 349 |
Accounts receivable, net | 105,355 | 50,411 |
Inventory | 104,471 | 31,510 |
Prepaid expenses and other current assets | 43,546 | 6,792 |
Total current assets | 350,053 | 181,770 |
Long-term restricted cash | 61 | 60 |
Property and equipment, net | 37,258 | 16,613 |
Leased right-of-use assets | 11,876 | 10,978 |
Intangible assets, net | 232,148 | 187,971 |
Goodwill | 302,576 | 238,330 |
Deferred tax assets | 72,537 | 67,284 |
Other long-term assets | 1,270 | 2,785 |
Total assets | 1,007,779 | 705,791 |
Current liabilities: | ||
Accounts payable | 50,574 | 13,442 |
Accrued price protection liability | 18,034 | 12,557 |
Accrued expenses and other current liabilities | 104,723 | 31,171 |
Accrued compensation | 38,043 | 9,392 |
Total current liabilities | 211,374 | 66,562 |
Long-term lease liabilities | 9,406 | 9,335 |
Long-term debt | 372,457 | 206,909 |
Other long-term liabilities | 17,734 | 8,065 |
Total liabilities | 610,971 | 290,871 |
Commitments and contingencies | ||
Stockholders’ equity: | ||
Preferred stock, $0.0001 par value; 25,000 shares authorized, no shares issued or outstanding | 0 | 0 |
Common stock, $0.0001 par value; 550,000 shares authorized; 74,153 shares issued and outstanding at September 30, 2020 and 71,931 shares issued and outstanding December 31, 2019 | 7 | 7 |
Additional paid-in capital | 584,968 | 529,596 |
Accumulated other comprehensive loss | (450) | (887) |
Accumulated deficit | (187,717) | (113,796) |
Total stockholders’ equity | 396,808 | 414,920 |
Total liabilities and stockholders’ equity | $ 1,007,779 | $ 705,791 |
Preferred stock, par value (usd per share) | $ 0.0001 | $ 0.0001 |
Preferred Stock, Shares Authorized | 25,000 | 25,000 |
Common stock, par value (usd per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized (shares) | 550,000 | 550,000 |
Preferred stock, shares outstanding (shares) | 0 | 0 |
Common stock, shares outstanding (shares) | 74,153 | 71,931 |
Common stock, shares issued (shares) | 74,153 | 71,931 |
Preferred stock, shares issued (shares) | 0 | 0 |
Consolidated Balance Sheet (Par
Consolidated Balance Sheet (Parenthetical) - $ / shares shares in Thousands | Sep. 30, 2020 | Dec. 31, 2019 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value (usd per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized (shares) | 25,000 | 25,000 |
Preferred stock, shares issued (shares) | 0 | 0 |
Preferred stock, shares outstanding (shares) | 0 | 0 |
Common stock, par value (usd per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized (shares) | 550,000 | 550,000 |
Common stock, shares issued (shares) | 74,153 | 71,931 |
Common stock, shares outstanding (shares) | 74,153 | 71,931 |
Consolidated Statement of Opera
Consolidated Statement of Operations - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Income Statement [Abstract] | ||||
Net revenue | $ 156,633 | $ 80,020 | $ 283,880 | $ 247,162 |
Cost of net revenue | 90,427 | 38,116 | 154,169 | 116,101 |
Gross profit | 66,206 | 41,904 | 129,711 | 131,061 |
Operating expenses: | ||||
Research and development | 55,816 | 23,174 | 109,489 | 74,877 |
Selling, general and administrative | 41,685 | 21,920 | 93,787 | 67,838 |
Impairment losses | 0 | 0 | 86 | 0 |
Restructuring charges | 3,280 | 144 | 3,833 | 2,477 |
Total operating expenses | 100,781 | 45,238 | 207,195 | 145,192 |
Loss from operations | (34,575) | (3,334) | (77,484) | (14,131) |
Interest income | 27 | 214 | 283 | 553 |
Interest expense | (3,569) | (2,718) | (8,228) | (8,546) |
Other income (expense), net | (719) | 1,098 | (620) | 429 |
Total interest and other income (expense), net | (4,261) | (1,406) | (8,565) | (7,564) |
Loss before income taxes | (38,836) | (4,740) | (86,049) | (21,695) |
Income tax benefit | (2,191) | (26) | (12,128) | (9,901) |
Net loss | $ (36,645) | $ (4,714) | $ (73,921) | $ (11,794) |
Net loss per share: | ||||
Basic (usd per share) | $ (0.50) | $ (0.07) | $ (1.02) | $ (0.17) |
Diluted (usd per share) | $ (0.50) | $ (0.07) | $ (1.02) | $ (0.17) |
Shares used to compute net loss per share: | ||||
Basic (shares) | 73,402 | 71,366 | 72,729 | 70,755 |
Diluted (shares) | 73,402 | 71,366 | 72,729 | 70,755 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income (Loss) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Statement of Comprehensive Income [Abstract] | ||||
Net income (loss) | $ (36,645) | $ (4,714) | $ (73,921) | $ (11,794) |
Other comprehensive income (loss), net of tax: | ||||
Foreign currency translation adjustments, net of tax expense of $0 and $23 for the three and nine months ended September 30, 2020, respectively, and net of tax benefit of $26 and $41 for the three and nine months ended September 30, 2019, respectively | 700 | (600) | 415 | (167) |
Unrealized gain (loss) on interest rate swap, net of tax expense of $17 and $6 for the three and nine months ended September 30, 2020, respectively, and net of tax benefit of $44 and $338 for the three and nine months ended September 30, 2019, respectively | 60 | (162) | 22 | (1,273) |
Other comprehensive income (loss) | 760 | (762) | 437 | (1,440) |
Total comprehensive loss | (35,885) | (5,476) | (73,484) | (13,234) |
Foreign Currency Translation Adjustment, Tax (expense) benefit | 0 | 26 | (23) | 41 |
Unrealized gain (loss) on interest rate swap, tax (expense) benefit | $ (17) | $ 44 | $ (6) | $ 338 |
Consolidated Statement of Compr
Consolidated Statement of Comprehensive Income (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Statement of Comprehensive Income [Abstract] | ||||
Foreign Currency Translation Adjustment, Tax (expense) benefit | $ 0 | $ 26 | $ (23) | $ 41 |
Unrealized gain (loss) on interest rate swap, tax (expense) benefit | $ (17) | $ 44 | $ (6) | $ 338 |
Consolidated Statement of Stock
Consolidated Statement of Stockholder's Equity Statement - USD ($) shares in Thousands, $ in Thousands | Total | Common Stock [Member] | Additional Paid-in Capital [Member] | AOCI Attributable to Parent [Member] | Accumulated Deficit [Member] |
Shares issued, beginning of period (in shares) at Dec. 31, 2018 | 69,551 | ||||
Total stockholders' equity, beginning of period at Dec. 31, 2018 | $ 399,936 | $ 7 | $ 493,287 | $ 272 | $ (93,630) |
Common Stock Issued Pursuant To Equity Awards Net Shares | 981 | ||||
Common stock issued pursuant to equity awards, net, value | 5,615 | 5,615 | |||
APIC, Share-based Payment Arrangement, Increase for Cost Recognition | 7,747 | 7,747 | |||
Cumulative Effect on Retained Earnings, Net of Tax | (268) | (268) | |||
Other Comprehensive Income (Loss), Net of Tax | 25 | 25 | |||
Net income (loss) | (4,851) | (4,851) | |||
Total stockholders' equity, end of period at Mar. 31, 2019 | 408,204 | $ 7 | 506,649 | 297 | (98,749) |
Shares issued, end of period (in shares) at Mar. 31, 2019 | 70,532 | ||||
Shares issued, beginning of period (in shares) at Dec. 31, 2018 | 69,551 | ||||
Total stockholders' equity, beginning of period at Dec. 31, 2018 | 399,936 | $ 7 | 493,287 | 272 | (93,630) |
Net income (loss) | (11,794) | ||||
Total stockholders' equity, end of period at Sep. 30, 2019 | 413,351 | $ 7 | 520,204 | (1,168) | (105,692) |
Shares issued, end of period (in shares) at Sep. 30, 2019 | 71,549 | ||||
Shares issued, beginning of period (in shares) at Mar. 31, 2019 | 70,532 | ||||
Total stockholders' equity, beginning of period at Mar. 31, 2019 | 408,204 | $ 7 | 506,649 | 297 | (98,749) |
Common Stock Issued Pursuant To Equity Awards Net Shares | 544 | ||||
Common stock issued pursuant to equity awards, net, value | $ (4,405) | (4,405) | |||
Stock Issued During Period, Shares, Employee Stock Ownership Plan | 142 | ||||
Stock Issued During Period, Value, Employee Stock Purchase Plan | $ 2,302 | 2,302 | |||
APIC, Share-based Payment Arrangement, Increase for Cost Recognition | 8,207 | 8,207 | |||
Other Comprehensive Income (Loss), Net of Tax | (703) | (703) | |||
Net income (loss) | (2,229) | (2,229) | |||
Total stockholders' equity, end of period at Jun. 30, 2019 | 411,376 | $ 7 | 512,753 | (406) | (100,978) |
Shares issued, end of period (in shares) at Jun. 30, 2019 | 71,218 | ||||
Common Stock Issued Pursuant To Equity Awards Net Shares | 331 | ||||
Common stock issued pursuant to equity awards, net, value | (908) | (908) | |||
APIC, Share-based Payment Arrangement, Increase for Cost Recognition | 8,359 | 8,359 | |||
Other Comprehensive Income (Loss), Net of Tax | (762) | (762) | |||
Net income (loss) | (4,714) | (4,714) | |||
Total stockholders' equity, end of period at Sep. 30, 2019 | 413,351 | $ 7 | 520,204 | (1,168) | (105,692) |
Shares issued, end of period (in shares) at Sep. 30, 2019 | 71,549 | ||||
Shares issued, beginning of period (in shares) at Dec. 31, 2019 | 71,931 | ||||
Total stockholders' equity, beginning of period at Dec. 31, 2019 | 414,920 | $ 7 | 529,596 | (887) | (113,796) |
Common Stock Issued Pursuant To Equity Awards Net Shares | 414 | ||||
Common stock issued pursuant to equity awards, net, value | 2,612 | 2,612 | |||
APIC, Share-based Payment Arrangement, Increase for Cost Recognition | 6,827 | 6,827 | |||
Other Comprehensive Income (Loss), Net of Tax | (733) | (733) | |||
Net income (loss) | (15,469) | (15,469) | |||
Total stockholders' equity, end of period at Mar. 31, 2020 | 408,157 | $ 7 | 539,035 | (1,620) | (129,265) |
Shares issued, end of period (in shares) at Mar. 31, 2020 | 72,345 | ||||
Shares issued, beginning of period (in shares) at Dec. 31, 2019 | 71,931 | ||||
Total stockholders' equity, beginning of period at Dec. 31, 2019 | 414,920 | $ 7 | 529,596 | (887) | (113,796) |
Net income (loss) | (73,921) | ||||
Total stockholders' equity, end of period at Sep. 30, 2020 | 396,808 | $ 7 | 584,968 | (450) | (187,717) |
Shares issued, end of period (in shares) at Sep. 30, 2020 | 74,153 | ||||
Shares issued, beginning of period (in shares) at Mar. 31, 2020 | 72,345 | ||||
Total stockholders' equity, beginning of period at Mar. 31, 2020 | 408,157 | $ 7 | 539,035 | (1,620) | (129,265) |
Common Stock Issued Pursuant To Equity Awards Net Shares | 597 | ||||
Common stock issued pursuant to equity awards, net, value | $ 989 | 989 | |||
Stock Issued During Period, Shares, Employee Stock Ownership Plan | 161 | ||||
Stock Issued During Period, Value, Employee Stock Purchase Plan | $ 2,141 | 2,141 | |||
APIC, Share-based Payment Arrangement, Increase for Cost Recognition | 12,085 | 12,085 | |||
Other Comprehensive Income (Loss), Net of Tax | 410 | 410 | |||
Net income (loss) | (21,807) | (21,807) | |||
Total stockholders' equity, end of period at Jun. 30, 2020 | 401,975 | $ 7 | 554,250 | (1,210) | (151,072) |
Shares issued, end of period (in shares) at Jun. 30, 2020 | 73,103 | ||||
Common Stock Issued Pursuant To Equity Awards Net Shares | 246 | ||||
Common stock issued pursuant to equity awards, net, value | (507) | (507) | |||
Stock Issued During Period, Value, Acquisitions | $ 17,080 | 17,080 | |||
Stock Issued During Period, Shares, Acquisitions | 804 | ||||
APIC, Share-based Payment Arrangement, Increase for Cost Recognition | $ 14,145 | 14,145 | |||
Other Comprehensive Income (Loss), Net of Tax | 760 | 760 | |||
Net income (loss) | (36,645) | (36,645) | |||
Total stockholders' equity, end of period at Sep. 30, 2020 | $ 396,808 | $ 7 | $ 584,968 | $ (450) | $ (187,717) |
Shares issued, end of period (in shares) at Sep. 30, 2020 | 74,153 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2019 | |
Operating Activities | ||
Net income (loss) | $ (73,921) | $ (11,794) |
Adjustments to reconcile net loss to cash provided by (used in) operating activities: | ||
Amortization and depreciation | 53,819 | 49,928 |
Impairment losses | 86 | 0 |
Amortization of Inventory Step-up | 14,445 | 0 |
Amortization of debt issuance costs and accretion of discount on debt and leases | 1,386 | 1,173 |
Stock-based compensation | 33,057 | 24,313 |
Deferred income taxes | (5,253) | (12,455) |
Loss on disposal of property and equipment | 0 | 46 |
Impairment of leasehold improvements | 319 | 1,442 |
Impairment of leased right-of-use assets | 1,508 | 2,182 |
Gain on extinguishment of lease liabilities | 0 | (2,880) |
Loss on foreign currency | 375 | 330 |
Excess tax benefits on stock-based awards | (530) | (3,872) |
Changes in operating assets and liabilities, net of effects of acquisitions: | ||
Accounts receivable | (54,592) | 3,160 |
Inventory | (20,180) | 3,971 |
Prepaid expenses and other assets | (34,357) | 916 |
Leased right-of-use assets | (405) | (2,935) |
Accounts payable, accrued expenses and other current liabilities | 67,193 | (1,431) |
Accrued compensation | 23,121 | 1,414 |
Accrued price protection liability | 5,439 | (2,869) |
Lease liabilities | (4,275) | (6,487) |
Other long-term liabilities | (8,721) | 219 |
Net cash provided by (used in) operating activities | (676) | 50,241 |
Investing Activities | ||
Purchases of property and equipment | (10,132) | (3,898) |
Purchase of intangibles | (388) | (86) |
Payments to Acquire Businesses, Gross | (160,000) | 0 |
Net cash used in investing activities | (170,520) | (3,984) |
Financing Activities | ||
Proceeds from the issuance of debt | 175,000 | 0 |
Payment of debt issuance cost | (2,696) | 0 |
Repayment of debt | 0 | (50,000) |
Net proceeds from issuance of common stock | (5,270) | 6,221 |
Minimum tax withholding paid on behalf of employees for restricted stock units | (2,892) | (11,166) |
Net cash provided by (used in) financing activities | 174,682 | (54,945) |
Effect of exchange rate changes on cash and cash equivalents | 139 | 1,021 |
Increase (decrease) in cash, cash equivalents and restricted cash | 3,625 | (7,667) |
Cash, cash equivalents and restricted cash at beginning of period | 93,117 | 74,191 |
Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents | 96,742 | 66,524 |
Supplemental disclosures of cash flow information: | ||
Cash paid for interest | 7,067 | 8,901 |
Cash paid for income taxes | 2,003 | 3,060 |
Supplemental disclosures of non-cash activities: | ||
Issuance of shares for payment of bonuses | $ 2,857 | $ 7,549 |
Organization and Summary of Sig
Organization and Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Summary of Significant Accounting Policies | Organization and Summary of Significant Accounting Policies Description of Business MaxLinear, Inc. was incorporated in Delaware in September 2003. MaxLinear, Inc., together with its wholly owned subsidiaries, collectively referred to as MaxLinear, or the Company, is a provider of radio-frequency, or RF, analog, digital, and mixed-signal communications system-on-chip solutions for access and connectivity, wired and wireless infrastructure, and industrial and multi-market applications. MaxLinear’s customers include electronics distributors, module makers, original equipment manufacturers, or OEMs, and original design manufacturers, or ODMs, who incorporate the Company’s products in a wide range of electronic devices, including cable DOCSIS broadband modems and gateways, wireline connectivity devices for in-home networking applications, RF transceivers and modems for wireless carrier access and backhaul infrastructure, fiber-optic modules for data center, metro, and long-haul transport networks, video set-top boxes and gateways, hybrid analog and digital televisions, direct broadcast satellite outdoor and indoor units, and power management and interface products used in these and a range of other markets. The Company is a fabless integrated circuit design company whose products integrate all or a substantial portion of a broadband communication system. Basis of Presentation and Principles of Consolidation The accompanying unaudited consolidated financial statements include the accounts of MaxLinear, Inc. and its wholly owned subsidiaries and have been prepared in accordance with accounting principles generally accepted in the United States of America, or GAAP, for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and disclosures required by GAAP for complete financial statements. All intercompany transactions and investments have been eliminated in consolidation. In the opinion of management, the Company’s unaudited consolidated interim financial statements contain adjustments, including normal recurring accruals necessary to present fairly the Company’s consolidated financial position, results of operations, comprehensive income (loss), stockholders’ equity, and cash flows. The consolidated balance sheet as of December 31, 2019 was derived from the Company’s audited consolidated financial statements at that date. The accompanying unaudited consolidated interim financial statements should be read in conjunction with the audited consolidated financial statements and related notes thereto for the year ended December 31, 2019 included in the Company’s Annual Report on Form 10-K filed by the Company with the Securities and Exchange Commission, or the SEC, on February 5, 2020, or the Annual Report. Interim results for the nine months ended September 30, 2020 are not necessarily indicative of the results that may be expected for the fiscal year ending December 31, 2020. Use of Estimates and Significant Risks and Uncertainties The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the unaudited consolidated financial statements and accompanying notes to unaudited consolidated financial statements. In the nine months ended September 30, 2020, the Company’s revenues were impacted by the novel coronavirus disease, or COVID-19, pandemic. In particular, the Company experienced some negative impact to its revenue and gross profits in the first half of 2020 due to several industry-wide dynamics related to COVID-19 including supply constraints as well as customer requests to temporarily delay shipments. Although we have benefited from increased demand for certain of our products from the work-from-home environment in the quarter ended September 30, 2020, heightened volatility and uncertainty in customer demand and the worldwide economy in general has continued, and the Company may experience increased volatility in its sales and revenues in the near future. However, the magnitude of such volatility on the Company’s business and its duration is uncertain and cannot be reasonably estimated at this time. The Company also believes that its $96.7 million of cash and cash equivalents at September 30, 2020 will be sufficient to fund its projected operating requirements for at least the next twelve months. A material adverse impact from COVID-19 could result in a need to raise additional capital or incur additional indebtedness to fund strategic initiatives or operating activities, particularly if the Company pursues additional acquisitions. The Company’s future capital requirements will depend on many factors, including the Company’s efforts to integrate the acquired WiFi and Broadband assets business and NanoSemi (Note 3), changes in revenue, the expansion of engineering, sales and marketing activities, the timing and extent of expansion into new territories, the timing of introductions of new products and enhancements to existing products, the continuing market acceptance of the Company’s products and potential material investments in, or acquisitions of, complementary businesses, services or technologies. Additional funds may not be available on terms favorable to the Company or at all. If the Company is unable to raise additional funds when needed, it may not be able to sustain its operations or execute its strategic plans. The Company is not aware of any specific event or circumstance that would require an update to its estimates or adjustments to the carrying value of its assets and liabilities as of November 5, 2020, the issuance date of this Quarterly Report on Form 10-Q. Actual results could differ from those estimates, particularly if the Company experiences material impacts from COVID-19. Summary of Significant Accounting Policies Refer to the Company’s Annual Report for a summary of significant accounting policies. On January 1, 2020, the Company adopted ASC Topic 326, Measurement of Credit Losses on Financial Instruments , or ASC 326, and accordingly, modified its policy on accounting for allowance for doubtful accounts on trade accounts receivable as stated below. As described under “Recently Adopted Accounting Pronouncements,” section below, the impact of adopting ASC 326 for the Company was not material. There have been no other significant changes to the Company’s significant accounting policies during the nine months ended September 30, 2020. During the three months ended September 30, 2020, the Company acquired two businesses (Note 3) that are accounted for as business combinations. In connection with the July 31, 2020 acquisition of the WiFi and Broadband assets business (Note 3), the Company assumed an obligation of $7.9 million of the WiFi and Broadband assets business associated with certain defined benefit retirement plans, including a pension plan. Below are the Company’s accounting policies with respect to business combinations and pension and other defined benefit retirement obligations. Accounts Receivable The Company performs ongoing credit evaluations of its customers and assesses each customer’s credit worthiness. The Company monitors collections and payments from its customers and maintains an allowance for doubtful accounts based upon applying an expected credit loss rate to receivables based on the historical loss rate from similar high risk customers adjusted for current conditions, including any specific customer collection issues identified, and forecasts of economic conditions. Delinquent account balances are written off after management has determined that the likelihood of collection is remote. The allowance for credit losses as of September 30, 2020 and the activity in this account, including the current-period provision for expected credit losses for the nine months ended September 30, 2020, were not material. Business Combinations The Company applies the provisions of ASC 805, Business Combinations , in accounting for its acquisitions. It requires the Company to recognize separately from goodwill the assets acquired and the liabilities assumed, at the acquisition date fair values. Goodwill as of the acquisition date is measured as the excess of consideration transferred over the acquisition date fair values of the net assets acquired and the liabilities assumed. While the Company uses its best estimates and assumptions to accurately value assets acquired and liabilities assumed at the acquisition date as well as contingent consideration, where applicable, its estimates are inherently uncertain and subject to refinement. As a result, during the measurement period, which may be up to one year from the acquisition date, the Company records adjustments to the assets acquired and liabilities assumed with the corresponding offset to goodwill. Upon the conclusion of the measurement period or final determination of the values of assets acquired or liabilities assumed, whichever comes first, any subsequent adjustments are recorded to the consolidated statements of operations. Costs to exit or restructure certain activities of an acquired company or the Company’s internal operations are accounted for as termination and exit costs pursuant to ASC 420, Exit or Disposal Cost Obligations , and are accounted for separately from the business combination. A liability for costs associated with an exit or disposal activity is recognized and measured at its fair value in the consolidated statements of operations in the period in which the liability is incurred. When estimating the fair value of facility restructuring activities, assumptions are applied regarding estimated sub-lease payments to be received, which can differ materially from actual results. This may require the Company to revise its initial estimates which may materially affect the results of operations and financial position in the period the revision is made. For a given acquisition, the Company may identify certain pre-acquisition contingencies as of the acquisition date and may extend its review and evaluation of these pre-acquisition contingencies throughout the measurement period in order to obtain sufficient information to assess whether the Company includes these contingencies as a part of the fair value estimates of assets acquired and liabilities assumed and, if so, to determine their estimated amounts. If the Company cannot reasonably determine the fair value of a pre-acquisition contingency (non-income tax related) by the end of the measurement period, which is generally the case given the nature of such matters, the Company will recognize an asset or a liability for such pre-acquisition contingency if: (i) it is probable that an asset existed or a liability had been incurred at the acquisition date and (ii) the amount of the asset or liability can be reasonably estimated. Subsequent to the measurement period, changes in estimates of such contingencies will affect earnings and could have a material effect on the Company's results of operations and financial position. In addition, uncertain tax positions and tax-related valuation allowances assumed, if any, in connection with a business combination are initially estimated as of the acquisition date. The Company re-evaluates these items quarterly based upon facts and circumstances that existed as of the acquisition date with any adjustments to the preliminary estimates being recorded to goodwill if identified within the measurement period. Subsequent to the end of the measurement period or final determination of the estimated value of the tax allowance or contingency, whichever comes first, changes to these uncertain tax positions and tax related valuation allowances will affect the income tax provision (benefit) in the consolidated statements of operations and could have a material impact on the results of operations and financial position. Pension and Other Defined Benefit Retirement Obligations The costs of pension and certain other defined benefit employee retirement benefits are required to be recognized based upon actuarial valuations. The related net retirement benefit obligation is recognized as the excess of the projected benefit obligation over the fair value of the plan assets. In measuring the retirement benefit obligation, the discount rate and long-term rate of salary increase are the most significant assumptions. Retirement benefit costs primarily represent the increase in the actuarial present value of the retirement benefit obligation. The most significant assumptions in determining retirement benefit costs are the discount rate, expected long-term rate of return on plan assets, and long-term rate of salary increase. Recently Adopted Accounting Pronouncements In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments , to replace the incurred loss methodology with an expected credit loss model that requires consideration of a broader range of information to estimate credit losses over the lifetime of the asset, including current conditions and reasonable and supportable forecasts in addition to historical loss information, to determine expected credit losses. Pooling of assets with similar risk characteristics and the use of a loss model are also required. Also, in April 2019, the FASB issued ASU No. 2019-04, Codification Improvements to Topic 326, Financial Instruments—Credit Losses, Topic 815, Derivatives and Hedging, and Topic 825, Financial Instruments, to clarify the inclusion of recoveries of trade receivables previously written off when estimating an allowance for credit losses. The amendments in this update are effective for the Company beginning with fiscal year 2020, including interim periods. The adoption of the amendments in this update as of January 1, 2020 did not have a material impact on the Company’s accounts receivable, net and accumulated deficit, as well as its results of operations for the three months ended March 31, 2020. The adoption is also not expected to have a material impact on the Company’s consolidated financial position and results of operations as of and for the year ending December 31, 2020. In January 2017, the FASB issued ASU No. 2017-04, Intangibles—Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment , to simplify the subsequent measurement of goodwill by eliminating Step 2 from the goodwill impairment test. An entity no longer will determine goodwill impairment by calculating the implied fair value of goodwill by assigning the fair value of a reporting unit to all of its assets and liabilities as if the reporting unit had been acquired in a business combination. Instead, under the amendments in this update, an entity should perform its annual, or interim, goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount. The Board also eliminated the requirements for any reporting unit with a zero or negative carrying amount to perform a qualitative assessment and, if it fails that qualitative test, to perform Step 2 of the goodwill impairment test. The amendments in this update are effective for the Company beginning with fiscal year 2020, including interim periods. The Company performs its annual goodwill testing as of October 31, or more frequently if there are indicators of impairment. The application of the amendments in this update is not expected to have a material impact on the Company’s consolidated financial position and results of operations as of and for the year ending December 31, 2020. In August 2018, the FASB issued ASU No. 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework— Changes to the Disclosure Requirements for Fair Value Measurement , to improve the fair value measurement reporting of financial instruments. The amendments in this update require, among other things, added disclosure of the range and weighted average of significant unobservable inputs used to develop Level 3 fair value measurements. The amendments in this update eliminate, among other things, disclosure of the reasons for and amounts of transfers between Level 1 and Level 2 for assets and liabilities that are measured at fair value on a recurring basis and an entity's valuation processes for Level 3 fair value measurements. The amendments in this update are effective for the Company beginning with fiscal year 2020. Retrospective application is required for all amendments in this update except the added disclosures, which should be applied prospectively. The adoption of the amendments in this update in the quarter ended March 31, 2020 did not have a material impact on the Company’s consolidated financial position and results of operations as of and for the three months ended March 31, 2020 and is also not expected to have a material impact on the Company’s consolidated financial position and results of operations as of and for the year ending December 31, 2020. In August 2018, the FASB issued ASU No. 2018-15, Intangibles–Goodwill and Other—Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That is a Service Contract , to provide additional guidance on the accounting for costs of implementing cloud computing arrangements that are service contracts. The amendments in this update require the capitalization of implementation costs during the application development stage of such hosting arrangements and amortization of the expense over the term of the arrangement including any option to extend reasonably certain to be exercised or option to terminate reasonably certain not to be exercised. Capitalized implementation costs and amortization thereof are also required to be classified in the same line item in the statements of financial position, operations and cash flows associated with the hosting service fees. The amendments in this update are effective for the Company beginning with fiscal year 2020. The Company selected prospective application to all implementation costs incurred after the adoption date. The adoption of the amendments in this update did not have a material impact on the Company’s property and equipment, net and results of operations as of and for the three months ended March 31, 2020 and is also not expected to have a material impact on the Company’s consolidated financial position and results of operations as of and for the year ending December 31, 2020. In March 2020, the FASB issued ASU No. 2020-04 Reference Rate Reform (Topic 848)—Facilitation of the Effects of Reference Rate Reform on Financial Reporting , that provides optional relief to applying reference rate reform to contracts, hedging relationships, and other transactions that reference the London Interbank Offered Rate (LIBOR), which will be discontinued by the end of 2021. The amendments in this update are effective immediately and may be applied through December 31, 2022. The Company's LIBOR interest rate swap expires in October 2020 and will not be impacted by reference rate reform. Therefore, the adoption of the amendments in this update did not have a material impact on the Company’s accumulated other comprehensive loss or its results of operations as of and for the three months ended June 30, 2020, and is also not expected to have a material impact on the Company's consolidated financial position and results of operations as of and for the year ending December 31, 2020. In May 2020, the SEC issued a final rule that amends the financial statement requirements for business acquisitions and related pro forma financial information. The rule modifies the significance tests to replace total assets with aggregate worldwide market value of common equity in the investment test and to include a revenue component in the income test while requiring the use of absolute value to calculate average net income for the last five fiscal years. The rule improves the presentation of pro forma financial information by replacing pro forma adjustments with transaction accounting adjustments and adds the optional disclosure of management’s adjustments related to synergies and dis-synergies. The rule also reduces the number of acquiree annual financial statement periods required to a maximum of the two most recent fiscal years. The final rule is effective for the Company beginning with fiscal year 2021, with early application permitted; all applicable aspects of the rule are required to be applied upon adoption. The Company has early adopted the rule in its filings related to the acquisition of the WiFi and Broadband assets business. The adoption of the rule is not expected to have an impact on the Company’s consolidated financial position and results of operations as of and for the year ending December 31, 2020. Recently Issued Accounting Pronouncements In December 2019, the FASB issued ASU No. 2019-12 Income Taxes (Topic 740)—Simplifying the Accounting for Income Taxes , to remove certain exceptions and improve consistency of application, including, among other things, requiring that an entity reflect the effect of an enacted change in tax laws or rates in the annual effective tax rate computation in the interim period that includes the enactment date. The amendments in this update will be effective for the Company beginning with fiscal year 2021, with early adoption permitted. Most amendments within the standard are required to be applied on a prospective basis, while certain amendments must be applied on a retrospective or modified retrospective basis. The adoption of |
Net Income (Loss) Per Share
Net Income (Loss) Per Share | 9 Months Ended |
Sep. 30, 2020 | |
Earnings Per Share [Abstract] | |
Net Income (Loss) Per Share | Net Income (Loss) Per Share Basic earnings per share, or EPS, is calculated by dividing net income (loss) by the weighted-average number of common shares outstanding for the period, without consideration for common stock equivalents. Diluted EPS is computed by dividing net income (loss) by the weighted-average number of common shares outstanding for the period and the weighted-average number of dilutive common stock equivalents outstanding for the period determined using the treasury-stock method. For purposes of this calculation, common stock options, restricted stock units and restricted stock awards are considered to be common stock equivalents and are only included in the calculation of diluted EPS when their effect is dilutive. In periods in which the Company has a net loss, dilutive common stock equivalents are excluded from the calculation of diluted EPS. The table below presents the computation of basic and diluted EPS: Three Months Ended September 30, Nine Months Ended September 30, 2020 2019 2020 2019 (in thousands, except per share amounts) Numerator: Net loss $ (36,645) $ (4,714) $ (73,921) $ (11,794) Denominator: Weighted average common shares outstanding—basic 73,402 71,366 72,729 70,755 Dilutive common stock equivalents — — — — Weighted average common shares outstanding—diluted 73,402 71,366 72,729 70,755 Net loss per share: Basic $ (0.50) $ (0.07) $ (1.02) $ (0.17) Diluted $ (0.50) $ (0.07) $ (1.02) $ (0.17) For the three and nine months ended September 30, 2020 and 2019, the Company incurred net losses and accordingly excluded common stock equivalents for outstanding stock-based awards, which represented all potentially dilutive securities, of 3.5 million and 3.1 million for the 2020 periods, respectively, and 2.4 million and 2.6 million for the 2019 periods, respectively, from the calculation of diluted net loss per share due to their anti-dilutive nature. |
Business Combinations
Business Combinations | 9 Months Ended |
Sep. 30, 2020 | |
Business Combinations [Abstract] | |
Business Combination Disclosure | Business Combinations Acquisition of the WiFi and Broadband assets business On July 31, 2020, the Company and certain of its designated subsidiaries completed their acquisition of the Home Gateway Platform Division, which the Company refers to as the WiFi and Broadband assets business, pursuant to an Asset Purchase Agreement with Intel Corporation, or Intel, dated April 5, 2020 (the “Asset Purchase Agreement”), and related agreements. The Company paid cash consideration of $150.0 million for the purchase of certain assets of the WiFi and Broadband assets business, and assumed certain liabilities related to specified employment matters. The transaction was funded with a portion of the net proceeds from a secured incremental term loan with an aggregate principal amount of $175.0 million (Note 8). The WiFi and Broadband assets business develops a broad portfolio of connected home products, including WiFi, Ethernet and Broadband Gateway Processor SoCs, which enables the Company to strengthen its existing connected home portfolio by bringing together a complete, scalable, and complementary platform of connectivity and access solutions to address its customers’ needs across target end-markets. The acquired assets and assumed liabilities, together with the employees who joined the Company and its subsidiaries as a result of the transaction, represent a business as defined in ASC 805, Business Combinations . The Company is integrating the acquired assets and rehired employees into the Company’s existing business. The Asset Purchase Agreement also contains customary representations, warranties and covenants, including indemnification provisions set forth therein. Pursuant to the Purchase Agreement, Intel has retained, and will be obligated to indemnify MaxLinear for, certain liabilities, including but not limited to those relating to the Home Gateway Platform Division for pre-closing taxes and specified employment matters, and MaxLinear has assumed, and will indemnify Intel for, certain liabilities, including but not limited to those relating to the Home Gateway Platform Division and the Transferred Assets for certain pre-closing and post-closing actions, events and periods (including certain product-related liabilities for products sold prior to the Closing for up to a $25.0 million cap), and specified employment matters. In connection with the transaction, the Company and Intel have entered into as of the closing certain other ancillary agreements, including (i) an intellectual property matters agreement, pursuant to which Intel will grant to the Company a license to certain intellectual property rights for use by the Company in connection with the acquired assets and the Company will grant back to Intel a license to the intellectual property rights in the acquired assets, (ii) a supply agreement, pursuant to which Intel will manufacture and fabricate certain products for the Company that are part of the acquired assets, (iii) an ethernet network controller services agreement, pursuant to which the Company will provide Intel with certain development services with respect to certain Intel ethernet network controller products, (iv) a transition services agreement, pursuant to which Intel will provide certain services on a transitional basis for up to a 12-month period after the closing, the scope of which includes services relating to real estate and facilities, information technology, and supply chain, procurement, sales operations, and engineering support, and (v) a side letter regarding the delayed transfer of certain inventory. Pursuant to the delayed inventory side letter, the Company has control and economic benefits of the inventory, but the title and possession of the inventory has been delayed until the last day that Intel provides services under the transition services agreement. Acquisition Consideration The following table summarizes the fair value of purchase price consideration to acquire the WiFi and Broadband assets business (in thousands): Description Amount Fair value of purchase consideration: Cash $ 150,000 Preliminary Purchase Price Allocation The following is an allocation of purchase price as of the July 31, 2020 acquisition closing date based upon a preliminary estimate of the fair value of the assets acquired and the liabilities assumed by the Company in the acquisition (in thousands): Description Amount Preliminary purchase price allocation: Inventory $ 67,100 Property and equipment, net 17,641 Identifiable intangible assets 58,000 Accrued expenses (68) Accrued compensation (7,916) Other long-term liabilities (8,197) Identifiable net assets acquired 126,560 Goodwill 23,440 Total purchase price $ 150,000 The fair value of inventories acquired with the WiFi and Broadband assets business included an acquisition accounting fair market value step-up of $32.9 million. The Company recognized $14.4 million in amortization of inventory step-up in cost of sales in the consolidated statements of operations for the three and nine months ended September 30, 2020. The following is a summary of identifiable intangible assets acquired and the related expected lives for the finite-lived intangible assets (in thousands): Category Estimated Life in Years Fair Value Finite-lived intangible assets: Developed technology 7 $ 43,200 Customer-related intangible 5 6,800 Product backlog 0.58 800 50,800 Indefinite-lived intangible assets: IPR&D N/A 7,200 Total identifiable intangible assets acquired $ 58,000 Acquisition of NanoSemi, Inc. On September 9, 2020, the Company completed its acquisition of NanoSemi, Inc. or NanoSemi, pursuant to an Agreement and Plan of Merger (the “Merger Agreement”) with NanoSemi, dated September 9, 2020. The initial closing transaction consideration consisted of $10.0 million in cash and 804,163 shares of MaxLinear’s common stock. In addition, the NanoSemi securityholders will receive $35.0 million in deferred cash payments payable in 2021, and certain NanoSemi securityholders may also receive up to an additional $35.0 million in potential contingent consideration, subject to the acquired business’s satisfying certain financial objectives from July 1, 2020 through December 31, 2022. The stock consideration was issued in reliance on exemptions from the registration requirements of the Securities Act of 1933, as amended. In connection with the acquisition, MaxLinear agreed to provide the NanoSemi stockholders with certain registration rights with respect to the shares of MaxLinear common stock they received in the acquisition. NanoSemi is an industry-leading provider of intellectual property that utilizes patented machine learning techniques to improve signal integrity and power efficiency in systems-on-chip, or SoCs, application-specific integrated circuits, or ASICs, and field-programmable gate arrays, or FPGAs, used in next-generation communication and artificial intelligence systems. Its technology enables higher throughput connections for 5G, Wi-Fi, and WiGig smartphones and base stations while simultaneously reducing energy consumption. Acquisition Consideration The following table summarizes the fair value of purchase price consideration to acquire NanoSemi (in thousands): Description Amount Fair value of purchase consideration: Cash $ 10,000 Common stock issued (1) 17,080 Deferred payments (2) 34,100 Contingent consideration (3) 3,800 Total purchase price $ 64,980 _________________ (1) The fair value of common stock issued in the merger is based on 804,163 shares issued on the September 9, 2020 acquisition date at the closing price of the Company’s common stock of $21.24 per share. (2) The fair value of the deferred payments was determined by discounting to present value payments totaling $35.0 million expected to be made to NanoSemi securityholders throughout 2021. (3) The fair value of contingent consideration is based on applying the Monte Carlo simulation method to forecast achievement under various contingent consideration events which may result in up to $35.0 million in payments subject to the acquired business’s satisfying certain financial objectives from July 1, 2020 through December 31, 2022, under the Merger Agreement. Key inputs in the valuation include forecasted revenue, revenue volatility and discount rate. Underlying forecast mathematics were based on Geometric Brownian Motion in a risk-neutral framework and discounted back to the applicable period in which the accumulative thresholds were achieved at discount rates commensurate with the risk and expected payout term of the contingent consideration. Preliminary Purchase Price Allocation The following is an allocation of purchase price as of the September 9, 2020 acquisition closing date based upon a preliminary estimate of the fair value of the assets acquired and the liabilities assumed by the Company in the acquisition (in thousands): Description Amount Preliminary purchase price allocation: Accounts receivable, net $ 175 Prepaid expenses and other current assets 774 Property and equipment, net 177 Leased right-of-use assets 1,805 Intangible assets, net 30,300 Accounts payable (602) Accrued expenses and other current liabilities (323) Accrued compensation (223) Long-term lease liabilities (1,546) Other long-term liabilities (6,363) Identifiable net assets acquired 24,174 Goodwill 40,806 Total purchase price $ 64,980 The following is a summary of identifiable intangible assets acquired and the related expected lives for the finite-lived intangible assets (in thousands): Category Estimated Life in Years Fair Value Finite-lived intangible assets: Developed technology 7 $ 24,400 Trademarks and tradenames 7 1,200 Customer-related intangible 5 3,000 Product backlog 5.33 1,700 Total identifiable intangible assets acquired $ 30,300 Assumptions in the Allocations of Purchase Price Management prepared the purchase price allocations for the WiFi and Broadband assets business and NanoSemi, and in doing so considered or relied in part upon reports of a third party valuation expert to calculate the fair value of certain acquired assets, which primarily included identifiable intangible assets, inventory, and property and equipment, and the portions of the purchase consideration for NanoSemi expected to be paid to NanoSemi securityholders in the future, as described above. Certain NanoSemi securityholders that are employees are not required to remain employed in order to receive the deferred payments and contingent consideration; accordingly, the fair value of the deferred payments and contingent consideration have been accounted for as a portion of the purchase consideration. Estimates of fair value require management to make significant estimates and assumptions which are preliminary and subject to change upon finalization of the valuation analysis. The goodwill recognized is attributable primarily to the acquired workforce, expected synergies, and other benefits that MaxLinear believes will result from integrating the operations of the WiFi and Broadband assets business and NanoSemi with the operations of MaxLinear. Certain liabilities included in the purchase price allocations are based on management’s best estimates of the amounts to be paid or settled and based on information available at the time the purchase price allocations were prepared. Updates to and/or completion of the valuations of certain assets acquired and liabilities assumed and our evaluation of certain income tax positions may result in changes to the recorded amounts of assets and liabilities, with corresponding adjustments to goodwill amounts in subsequent periods. We expect to complete the purchase price allocations within 12 months of the respective acquisition dates. The fair value of the identified intangible assets acquired from the WiFi and Broadband assets business and NanoSemi was estimated using an income approach. Under the income approach, an intangible asset’s fair value is equal to the present value of future economic benefits to be derived from ownership of the asset. Indications of value are developed by discounting future net cash flows to their present value at market-based rates of return. More specifically, the fair value of the developed technology, IPR&D and backlog assets was determined using the multi-period excess earnings method, or MPEEM. MPEEM is an income approach to fair value measurement attributable to a specific intangible asset being valued from the asset grouping’s overall cash-flow stream. MPEEM isolates the expected future discounted cash-flow stream to its net present value. Significant factors considered in the calculation of the developed technology and IPR&D intangible assets were the risks inherent in the development process, including the likelihood of achieving technological success and market acceptance. Each project was analyzed to determine the unique technological innovations, the existence and reliance on core technology, the existence of any alternative future use or current technological feasibility and the complexity, cost, and time to complete the remaining development. Future cash flows for each project were estimated based on forecasted revenue and costs, taking into account the expected product life cycles, market penetration, and growth rates. Developed technology will begin amortization immediately and IPR&D will begin amortization upon the completion of each project. If any of the projects are abandoned, the Company will be required to impair the related IPR&D asset. In connection with the acquisition of the WiFi and Broadband assets business, the Company has assumed liabilities which primarily consist of accrued employee compensation and benefits in jurisdictions where such transfer is required either by law or by work council agreement. In connection with the acquisition of NanoSemi, the Company assumed certain operating liabilities. The liabilities assumed in these acquisitions are included in the respective purchase price allocations above. Goodwill recorded in connection with the WiFi and Broadband assets business and NanoSemi was $23.4 million and $40.8 million, respectively. The Company does not expect to deduct any of the acquired goodwill for tax purposes. Proforma Combined Financial Information The following table presents unaudited pro forma combined financial information for each of the periods presented, as if the acquisitions of the WiFi and Broadband assets business and NanoSemi had occurred at the beginning of fiscal year 2019: Three Months Ended September 30, Nine Months Ended September 30, 2020 2019 2020 2019 (in thousands) Net revenue – proforma combined $ 219,419 $ 181,438 $ 508,449 $ 541,067 Net income (loss) – proforma combined $ (17,324) $ (23,470) $ (103,108) $ (126,340) The following adjustments were included in the unaudited pro forma combined net revenues: Three Months Ended September 30, Nine Months Ended September 30, 2020 2019 2020 2019 (in thousands) Net revenue $ 156,633 $ 80,020 $ 283,880 $ 247,162 Add: Net revenue – acquired businesses 62,786 101,418 224,569 293,905 Net revenues – proforma combined $ 219,419 $ 181,438 $ 508,449 $ 541,067 The following adjustments were included in the unaudited pro forma combined net loss: Three Months Ended September 30, Nine Months Ended September 30, 2020 2019 2020 2019 (in thousands) Net loss $ (36,645) $ (4,714) $ (73,921) $ (11,794) Add: Results of operations – acquired businesses (3,875) (22,075) (63,882) (75,994) Less: Proforma adjustments Depreciation of property and equipment 2,101 934 4,358 948 Amortization of intangible assets 1,615 3,923 10,119 11,369 Amortization of inventory step-up 14,445 — 14,445 (32,945) Acquisition and integration expenses 7,471 — 12,803 (12,803) Interest expense (571) (2,120) (6,202) (6,488) Other expense 82 324 1,867 2,287 Income taxes 762 258 14 (920) Net loss – proforma combined $ (14,615) $ (23,470) $ (100,399) $ (126,340) Net loss per share – proforma combined: Basic $ (0.20) $ (0.33) $ (1.37) $ (1.77) Diluted $ (0.20) $ (0.33) $ (1.37) $ (1.77) Shares used to compute net loss per share – proforma combined: Basic 74,023 72,170 73,472 71,557 Diluted 74,023 72,170 73,472 71,557 The pro forma combined financial information for the three months ended September 30, 2020 includes aggregate non-recurring adjustments of $0.4 million consisting of amortization of intangible assets for which the related assets have useful lives of less than one year. The pro forma combined financial information for the nine months ended September 30, 2020 includes aggregate non-recurring adjustments of $34.5 million consisting of amortization of inventory step-up and intangible assets of $32.9 million and $1.6 million, respectively, for which the related assets have useful lives of less than one year. The pro forma combined financial information is presented for illustrative purposes only and is not necessarily indicative of the consolidated results of operations of the consolidated business had the acquisitions actually occurred at the beginning of fiscal year 2019 or of the results of future operations of the consolidated business. The unaudited pro forma financial information does not reflect any operating efficiencies and cost saving that may be realized from the integration of the acquisitions in the Company's unaudited consolidated statements of operations. For the three and nine months ended September 30, 2020, $82.5 million of revenue and $41.8 million of gross profit, excluding $15.8 million of amortization of acquired intangible assets and the inventory fair-value step-up of the WiFi and Broadband assets business and NanoSemi since the acquisition date, are included in the Company's consolidated statements of operations. Acquisition and integration-related costs of $7.5 million and $12.8 million related to the acquisitions of the WiFi and Broadband assets business and NanoSemi were included in selling, general, and administrative expenses in the Company's statements of operations for the three and nine months ended September 30, 2020, respectively. |
Restructuring Activity
Restructuring Activity | 9 Months Ended |
Sep. 30, 2020 | |
Restructuring and Related Activities [Abstract] | |
Restructuring Activity | Restructuring ActivityFrom time to time, the Company approves and implements restructuring plans as a result of internal resource alignment and cost saving measures. Such restructuring plans include vacating certain leased facilities, terminating employees, and cancellation of contracts. The following table presents the activity related to the restructuring plans, which is included in restructuring charges in the consolidated statements of operations: Three Months Ended September 30, Nine Months Ended September 30, 2020 2019 2020 2019 (in thousands) Employee separation expenses $ 1,523 $ 125 $ 1,620 $ 999 Lease related charges 1,723 — 1,998 1,301 Other 34 19 215 177 $ 3,280 $ 144 $ 3,833 $ 2,477 Lease related charges for the three and nine months ended September 30, 2020 included the impairment of leased right-of-use assets of $1.5 million related to a reduction in expected cash inflows from subleases. Lease-related charges for the nine months ended September 30, 2019 related to exiting certain facilities and included the impairment of right-of-use assets of $2.2 million and leasehold improvements of $1.4 million, partially offset by a gain on the extinguishment of lease liabilities of $2.9 million following the release from such liability by the landlord. The following table presents a roll-forward of the Company's restructuring liability for the nine months ended September 30, 2020. The restructuring liability is included in accrued expenses and other current liabilities and other long-term liabilities in the consolidated balance sheets. Employee Separation Expenses Lease Related Charges Other Total (in thousands) Liability as of December 31, 2019 $ — $ 818 $ 19 $ 837 Restructuring charges 1,620 1,998 215 3,833 Cash payments (188) (238) (39) (465) Non-cash charges and adjustments 3,819 (1,807) (190) 1,822 Liability as of September 30, 2020 5,251 771 5 6,027 Less: current portion as of September 30, 2020 (5,251) (340) (5) (5,596) Long-term portion as of September 30, 2020 $ — $ 431 $ — $ 431 As of September 30, 2020, the remaining employee separation balance primarily consists of reduction in force costs that will be reimbursed by Intel and other severance payments, and remaining lease related charges primarily consist of common area maintenance obligations. The Company does not expect to incur additional material costs related to current restructuring plans. |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 9 Months Ended |
Sep. 30, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets | Goodwill and Intangible Assets Goodwill Goodwill arises from the acquisition method of accounting for business combinations and represents the excess of the purchase price over the fair value of the net assets and other identifiable intangible assets acquired. The fair values of net tangible assets and intangible assets acquired are based upon preliminary valuations and the Company’s estimates and assumptions are subject to change within the measurement period (potentially up to one year from the acquisition date). The following table presents the changes in the carrying amount of goodwill for the periods indicated: Nine Months Ended September 30, 2020 2019 (in thousands) Beginning balance $ 238,330 $ 238,330 Acquisitions (Note 3) 64,246 — Ending balance $ 302,576 $ 238,330 The Company performs an annual goodwill impairment assessment on October 31st each year, which effective in 2020, compares the fair value of each reporting unit, which the Company has determined to be the entity itself, with its carrying amount, including goodwill. If the fair value of a reporting unit exceeds the carrying amount, the goodwill of the reporting unit is considered not impaired. In addition to its annual review, the Company performs a test of impairment when indicators of impairment are present. During the three and nine months ended September 30, 2020 and 2019, no goodwill impairment was recognized. Acquired Intangibles Finite-lived Intangible Assets The following table sets forth the Company’s finite-lived intangible assets resulting from business acquisitions and other purchases: September 30, 2020 December 31, 2019 Weighted Gross Carrying Amount Accumulated Amortization Net Carrying Amount Gross Carrying Value Accumulated Amortization Net Carrying Amount (in thousands) Licensed technology 3.7 $ 2,458 $ (1,890) $ 568 $ 2,156 $ (1,583) $ 573 Developed technology 6.9 310,961 (135,585) 175,376 243,361 (108,522) 134,839 Trademarks and trade names 6.7 15,000 (8,220) 6,780 13,800 (6,511) 7,289 Customer relationships 4.6 130,900 (90,882) 40,018 121,100 (75,847) 45,253 Non-compete covenants 3.0 1,100 (1,100) — 1,100 (1,083) 17 Backlog 3.8 2,500 (294) 2,206 — — — 6.2 $ 462,919 $ (237,971) $ 224,948 $ 381,517 $ (193,546) $ 187,971 The following table sets forth amortization expense associated with finite-lived intangible assets, which is included in the consolidated statements of operations as follows: Three Months Ended September 30, Nine Months Ended September 30, 2020 2019 2020 2019 (in thousands) (in thousands) Cost of net revenue $ 9,910 $ 8,487 $ 27,093 $ 25,410 Research and development 2 1 4 47 Selling, general and administrative 6,056 5,723 17,328 17,312 $ 15,968 $ 14,211 $ 44,425 $ 42,769 Amortization of finite-lived intangible assets in cost of net revenue in the consolidated statements of operations results primarily from acquired developed technology. The following table sets forth the activity related to finite-lived intangible assets: Nine Months Ended September 30, 2020 2019 (in thousands) Beginning balance $ 187,971 $ 240,500 Acquisitions (Note 3) 81,100 — Additions 388 86 Transfers to developed technology from IPR&D — 1,500 Amortization (44,425) (42,769) Impairment losses (86) — Ending balance $ 224,948 $ 199,317 The Company regularly reviews the carrying amount of its long-lived assets subject to depreciation and amortization, as well as the related useful lives, to determine whether indicators of impairment may exist that warrant adjustments to carrying values or estimated useful lives. An impairment loss is recognized when the sum of the expected future undiscounted net cash flows is less than the carrying amount of the asset. Should impairment exist, the impairment loss is measured based on the excess of the carrying amount of the asset over the asset’s fair value. During the three and nine months ended September 30, 2020, the Company recognized impairment losses related to finite-lived intangible assets of $0 and $0.1 million, respectively. During the three and nine months ended September 30, 2019, no impairment losses related to finite-lived intangible assets were recognized. The following table presents future amortization of the Company’s finite-lived intangible assets at September 30, 2020: Amount (in thousands) 2020 (3 months) $ 17,596 2021 68,918 2022 50,322 2023 37,879 2024 21,900 Thereafter 28,333 Total $ 224,948 Indefinite-lived Intangible Assets Indefinite-lived intangible assets consisted entirely of acquired in-process research and development technology, or IPR&D. The following table sets forth the Company’s activities related to the indefinite-lived intangible assets: Nine Months Ended September 30, 2020 2019 (in thousands) Beginning balance $ — $ 4,400 Acquisitions (Note 3) 7,200 — Transfers to developed technology from IPR&D — (1,500) Ending balance $ 7,200 $ 2,900 |
Financial Instruments
Financial Instruments | 9 Months Ended |
Sep. 30, 2020 | |
Fair Value Disclosures [Abstract] | |
Financial Instruments | Financial Instruments The composition of financial instruments is as follows: September 30, 2020 December 31, 2019 (in thousands) Liabilities Interest rate swap $ 8 $ 37 The fair value of the Company’s financial instrument is the amount that would be received in an asset sale or paid to transfer a liability in an orderly transaction between unaffiliated market participants and is recorded using a hierarchical disclosure framework based upon the level of subjectivity of the inputs used in measuring assets and liabilities. The levels are described below: Level 1: Quoted prices (unadjusted) in active markets that are accessible at the measurement date for assets or liabilities. Level 2: Observable prices that are based on inputs not quoted on active markets, but corroborated by market data. Level 3: Unobservable inputs are used when little or no market data is available. The Company classifies its financial instrument within Level 2 of the fair value hierarchy on the basis of models utilizing market observable inputs. The interest rate swap has been valued on the basis of valuations provided by third-party pricing services, as derived from standard valuation or pricing models. Market-based observable inputs for the interest rate swap include one-month LIBOR-based yield curves over the term of the swap. The Company reviews third-party pricing provider models, key inputs and assumptions and understands the pricing processes at its third-party providers in determining the overall reasonableness of the fair value of its Level 2 financial instruments. The Company also considers the risk of nonperformance by assessing the swap counterparty’s credit risk in the estimate of fair value of the interest rate swap. As of September 30, 2020 and December 31, 2019, the Company has not made any adjustments to the valuations obtained from its third-party pricing providers. The following table presents a summary of the Company’s financial instruments that are measured on a recurring basis: Fair Value Measurements Balance Quoted Prices Significant Other Significant (in thousands) Liabilities Interest rate swap, September 30, 2020 $ 8 $ — $ 8 $ — Interest rate swap, December 31, 2019 $ 37 $ — $ 37 $ — The following table summarizes activity for the interest rate swap: Nine Months Ended September 30, September 30, (in thousands) Interest rate swap asset (liability) Beginning balance $ (37) $ 1,623 Unrealized gain (loss) recognized in other comprehensive income (loss) 29 (1,611) Ending balance $ (8) $ 12 There were no transfers between Level 1, Level 2 or Level 3 financial instruments in the nine months ended September 30, 2020 and 2019. Financial Instruments Not Recorded at Fair Value on a Recurring Basis Some of the Company’s financial instruments are not measured at fair value on a recurring basis but are recorded at amounts that approximate fair value due to their liquid or short-term nature. Such financial assets and financial liabilities include: cash and cash equivalents, restricted cash, net receivables, certain other assets, accounts payable, accrued price protection liability, accrued expenses, accrued compensation costs, and other current liabilities. The Company’s long-term debt is not recorded at fair value on a recurring basis, but is measured at fair value for disclosure purposes (Note 8). |
Balance Sheet Details
Balance Sheet Details | 9 Months Ended |
Sep. 30, 2020 | |
Balance Sheet Related Disclosures [Abstract] | |
Balance Sheet Details | Balance Sheet Details Cash, cash equivalents and restricted cash consist of the following: September 30, 2020 December 31, 2019 (in thousands) Cash and cash equivalents $ 96,570 $ 92,708 Short-term restricted cash 111 349 Long-term restricted cash 61 60 Total cash, cash equivalents and restricted cash $ 96,742 $ 93,117 As of September 30, 2020 and December 31, 2019, cash and cash equivalents included money market funds of approximately $21.4 million and $20.4 million, respectively. As of September 30, 2020 and December 31, 2019, the Company has restricted cash of approximately $0.2 million and $0.4 million, respectively. The cash is restricted in connection with guarantees for certain import duties and office leases. Inventory consists of the following: September 30, 2020 December 31, 2019 (in thousands) Work-in-process $ 48,023 $ 14,525 Finished goods 56,448 16,985 $ 104,471 $ 31,510 Prepaid and other current assets consist of the following: September 30, 2020 December 31, 2019 (in thousands) Prepaid expenses $ 4,898 $ 3,366 Other receivables 28,960 — Other current assets 9,688 3,426 $ 43,546 $ 6,792 As of September 30, 2020, other receivables of $29.0 million consist of amounts due from Intel of $24.7 million for amounts collected on the Company’s behalf from customers on sales of the Company’s products under the transition services agreement and of $4.2 million for reimbursement of certain severance-related costs pursuant to the Asset Purchase Agreement (Note 3). Property and equipment, net consists of the following: Useful Life September 30, 2020 December 31, 2019 (in thousands) Furniture and fixtures 5 $ 2,517 $ 2,199 Machinery and equipment 3-5 54,194 35,660 Masks and production equipment 2-5 19,228 15,209 Software 3 6,867 5,956 Leasehold improvements 1-5 16,687 16,186 Construction in progress N/A 3,136 746 102,629 75,956 Less: accumulated depreciation and amortization (65,371) (59,343) $ 37,258 $ 16,613 Depreciation expense for the three months ended September 30, 2020 and 2019 was $3.6 million and $1.7 million, respectively. Depreciation expense for the nine months ended September 30, 2020 and 2019 was $6.9 million and $5.6 million, respectively. Accrued price protection liability consists of the following activity: Nine Months Ended September 30, 2020 2019 (in thousands) Beginning balance $ 12,557 $ 16,454 Charged as a reduction of revenue 17,358 19,884 Reversal of unclaimed rebates (159) (719) Payments (11,722) (21,998) Ending balance $ 18,034 $ 13,621 Accrued expenses and other current liabilities consist of the following: September 30, 2020 December 31, 2019 (in thousands) Deferred purchase price payments $ 34,100 $ — Accrued technology license payments 5,969 4,500 Accrued professional fees 7,181 861 Accrued engineering and production costs 12,027 4,491 Accrued restructuring 5,596 294 Accrued royalty 1,003 923 Short-term lease liabilities 6,225 4,810 Current portion of debt 7,785 — Accrued customer credits 2,590 832 Income tax liability 684 65 Customer contract liabilities 14 107 Accrued obligations to customers for price adjustments 12,137 8,382 Accrued obligations to customers for stock rotation rights 1,632 1,410 Other 7,780 4,496 $ 104,723 $ 31,171 The following table summarizes the change in balances of accumulated other comprehensive income (loss) by component: Cumulative Translation Adjustments Interest Rate Hedge Total (in thousands) Balance at December 31, 2019 $ (747) $ (140) $ (887) Current period other comprehensive income (loss) 415 22 437 Balance at September 30, 2020 $ (332) $ (118) $ (450) |
Debt and Interest Rate Swap
Debt and Interest Rate Swap | 9 Months Ended |
Sep. 30, 2020 | |
Debt Disclosure [Abstract] | |
Debt and Interest Rate Swap | Debt and Interest Rate Swap Debt The carrying amount of the Company's long-term debt consists of the following: September 30, December 31, (in thousands) Principal balance: Initial term loan $ 212,000 $ 212,000 Incremental term loan 175,000 — Total principal balance 387,000 212,000 Less: Unamortized debt discount (1,923) (1,328) Unamortized debt issuance costs (4,835) (3,763) Net carrying amount of long-term debt 380,242 206,909 Less: current portion of long-term debt (7,785) — Long-term debt, non-current portion $ 372,457 $ 206,909 As of September 30, 2020 and December 31, 2019, the weighted average effective interest rate on the total debt was approximately 4.3% and 4.9%, respectively. During each of the three months ended September 30, 2020 and 2019, the Company recognized total amortization of debt discount and debt issuance costs of $0.5 million and $0.3 million, respectively, to interest expense. During each of the nine months ended September 30, 2020 and 2019, the Company recognized total amortization of debt discount and debt issuance costs of $1.0 million and $0.9 million, respectively, to interest expense. The approximate fair value of the term loans as of September 30, 2020 and December 31, 2019 was $390.6 million and $214.6 million, respectively, which was estimated on the basis of inputs that are observable in the market and which is considered a Level 2 measurement method in the fair value hierarchy. As of September 30, 2020, future payments of principal are as follows: Amount (in thousands) 2020 (3 months) $ 2,188 2021 10,937 2022 19,688 2023 142,187 2024 212,000 Total principal payments due 387,000 Less: current portion (8,750) Long-term debt principal, non-current portion $ 378,250 Initial Term Loan On May 12, 2017, the Company entered into a credit agreement with certain lenders and a collateral agent in connection with the acquisition of Exar Corporation. The credit agreement provided for an initial secured term B loan facility, or the “Initial Term Loan,” in an aggregate principal amount of $425.0 million. The credit agreement permits the Company to request incremental loans in an aggregate principal amount not to exceed the sum of $160.0 million (subject to adjustments for any voluntary prepayments), plus an unlimited amount that is subject to pro forma compliance with certain secured leverage ratio and total leverage ratio tests. Incremental loans are subject to certain additional conditions, including obtaining additional commitments from the lenders then party to the credit agreement or new lenders. Loans under the Initial Term Loan bear interest, at the Company’s option, at a rate equal to either (i) a base rate equal to the highest of (x) the federal funds rate, plus 0.50%, (y) the prime rate then in effect and (z) an adjusted LIBOR rate determined on the basis of a one- three- or six-month interest period, plus 1.0% or (ii) an adjusted LIBOR rate, subject to a floor of 0.75%, in each case, plus an applicable margin of 2.50% in the case of LIBOR rate loans and 1.50% in the case of base rate loans. Commencing on September 30, 2017, the Initial Term Loan amortizes in equal quarterly installments equal to 0.25% of the original principal amount of the Initial Term Loan, with the balance payable on the maturity date. The Initial Term Loan has a term of seven years and will mature on May 12, 2024, at which time all outstanding principal and accrued and unpaid interest on the Initial Term Loan is due. The Company is also required to pay fees customary for a credit facility of this size and type. The Company is required to make mandatory prepayments of the outstanding principal amount of term loans under the credit agreement with the net cash proceeds from the disposition of certain assets and the receipt of insurance proceeds upon certain casualty and condemnation events, in each case, to the extent not reinvested within a specified time period, from excess cash flow beyond stated threshold amounts, and from the incurrence of certain indebtedness. The Company has the right to prepay its term loans under the credit agreement, in whole or in part, at any time without premium or penalty, subject to certain limitations and a 1.0% soft call premium applicable during the first six months of the loan term. The Company exercised its right to prepay and made aggregate prepayments of principal of $213.0 million from origination of the Initial Term Loan through September 30, 2020. The Company’s obligations under the credit agreement are required to be guaranteed by certain of its domestic subsidiaries meeting materiality thresholds set forth in the credit agreement. Such obligations, including the guaranties, are secured by substantially all of the assets of the Company and the subsidiary guarantors pursuant to a security agreement with the collateral agent. The credit agreement contains customary affirmative and negative covenants, including covenants limiting the ability of the Company and its restricted subsidiaries to, among other things, incur debt, grant liens, undergo certain fundamental changes, make investments, make certain restricted payments, and sell assets, in each case, subject to limitations and exceptions. As of September 30, 2020, the Company was in compliance with such covenants. The credit agreement also contains customary events of default that include, among other things, certain payment defaults, cross defaults to other indebtedness, covenant defaults, change in control defaults, judgment defaults, and bankruptcy and insolvency defaults. If an event of default exists, the lenders may require immediate payment of all obligations under the credit agreement, and may exercise certain other rights and remedies provided for under the credit agreement, the other loan documents and applicable law. The debt is carried at its principal amount, net of unamortized debt discount and issuance costs, and is not adjusted to fair value each period. The issuance date fair value of the liability component of the debt in the amount of $398.5 million was determined using a discounted cash flow analysis, in which the projected interest and principal payments were discounted back to the issuance date of the term loan at a market interest rate for nonconvertible debt of 4.6%, which represents a Level 3 fair value measurement. The debt discount of $2.1 million and debt issuance costs of $6.0 million are being amortized to interest expense using the effective interest method from the issuance date through the contractual maturity date of the term loan of May 12, 2024. Incremental Term Loan In connection with the acquisition of the Wi-Fi and Broadband assets business, on July 31, 2020, the Company entered into an incremental term loan agreement with certain lenders that amends the credit agreement, dated as of May 12, 2017 and provides for a secured incremental term loan facility in an aggregate principal amount of $175.0 million (the “Incremental Term Loan”). The Incremental Term Loan bears interest, at the Company’s option, at an Adjusted LIBOR plus a fixed applicable margin of 4.25% per annum or an Adjusted Base Rate plus a fixed applicable margin of 3.25% per annum. The Incremental Term Loan is subject to a financial covenant of an initial maximum total net leverage ratio of 3.5 to 1 which decreases to 3.0 to 1 beginning with the sixth full fiscal quarter ending after July 31, 2020. During any period during which the Company (i) fails to maintain a public corporate rating from S&P that is equal to or higher than BB- and a public corporate rating from Moody's that is equal to or higher than Ba3 or (ii) fails to maintain a total leverage ratio of 3.0 to 1 or less, the applicable margin will increase to 4.75% in the case of LIBOR Rate loans and 3.75% in the case of Base Rate loans. As of September 30, 2020, the Company was in compliance with such covenants. Commencing on July 31, 2020, the Incremental Term Loan amortizes in quarterly installments of principal equal to (i) 1.25% of the original aggregate principal amount of the Incremental Term Loan on the last day of each of the first through fourth full fiscal quarters of the Company after July 31, 2020, (ii) 2.50% of the original aggregate principal amount of the Incremental Term Loan on the last day of each of the fifth through eighth full fiscal quarters of the Company after July 31, 2020, and (iii) 3.75% of the original aggregate principal amount of the Incremental Term Loan on the last day of each of the ninth through the eleventh full fiscal quarters of the Company after July 31, 2020. The Incremental Term Loan has a term of three years and will mature on July 31, 2023, at which time all outstanding principal and accrued and unpaid interest on the Incremental Term Loan is due. The Company is also required to pay fees customary for a credit facility of this size and type. The debt is carried at its principal amount, net of unamortized debt discount and issuance costs, and is not adjusted to fair value each period. The issuance date fair value of the liability component of the debt in the amount of $181.1 million was determined using a discounted cash flow analysis, in which the projected interest and principal payments were discounted back to the issuance date of the term loan at a market interest rate for nonconvertible debt of 3.2%, which represents a Level 3 fair value measurement. The debt discount of $0.9 million and debt issuance costs of $1.8 million are being amortized to interest expense using the effective interest method from the issuance date through the contractual maturity date of the term loan of July 31, 2023. Interest Rate Swap In November 2017, the Company entered into a fixed-for-floating interest rate swap with an amortizing notional amount to swap a substantial portion of variable rate LIBOR interest payments under its initial term loan for fixed interest payments bearing an interest rate of 1.74685%. The Company's outstanding initial term loan is still subject to a 2.5% fixed applicable margin during the term of the loan. The interest rate swap is designated as a cash flow hedge of a portion of floating rate interest payments on the initial term loan and effectively fixed the interest rate on a substantial portion of the Company’s long-term debt at approximately 4.25% until the expiration of the swap in October 2020. Accordingly, the Company applied cash flow hedge accounting to the interest rate swap and it is recorded at fair value as an asset or liability and the effective portion of changes in the fair value of the interest rate swap, as measured quarterly, are reported in other comprehensive income (loss). As of September 30, 2020 and December 31, 2019, the fair value of the interest rate swap was a $0.01 million and $0.04 million liability (Note 6), respectively, and is included in other current liabilities in the consolidated balance sheets. The increase in fair value related to the interest rate swap liability included in other comprehensive income (loss) for the three and nine months ended September 30, 2020 was $0.1 million and $0.03 million, respectively. The decrease in fair value related to the interest rate swap liability included in other comprehensive income (loss) for the three and nine months ended September 30, 2019 was $0.2 million and $1.6 million, respectively. The interest rate swap expires in October 2020 and the total $0.01 million of unrealized loss before taxes recorded in accumulated other comprehensive income at September 30, 2020 is expected to be recorded against interest expense in the fourth quarter of 2020, upon expiration of the interest rate swap. |
Stock-Based Compensation and Em
Stock-Based Compensation and Employee Benefit Plans | 9 Months Ended |
Sep. 30, 2020 | |
Share-based Payment Arrangement [Abstract] | |
Stock-Based Compensation and Employee Benefit Plans | Stock-Based Compensation Employee Stock-Based Benefit Plans At September 30, 2020, the Company had stock-based compensation awards outstanding under the following plans: the 2010 Equity Incentive Plan, as amended, or 2010 Plan, and the 2010 Employee Stock Purchase Plan, or ESPP. Refer to the Company’s Annual Report for a summary of the Company's stock-based compensation and equity plans as of December 31, 2019. There have been no material changes to the terms of the Company's equity incentive plans during the nine months ended September 30, 2020. As of September 30, 2020, the number of shares of common stock available for future issuance under the 2010 Plan was 15,096,411 shares. As of September 30, 2020, the number of shares of common stock available for future issuance under the ESPP was 3,490,155 shares. Stock-Based Compensation The Company recognizes stock-based compensation in the consolidated statements of operations, based on the department to which the related employee reports, as follows: Three Months Ended September 30, Nine Months Ended September 30, 2020 2019 2020 2019 (in thousands) (in thousands) Cost of net revenue $ 143 $ 151 $ 417 $ 428 Research and development 6,056 4,155 14,842 12,690 Selling, general and administrative 7,350 4,053 17,202 11,295 Restructuring 596 — 596 — $ 14,145 $ 8,359 $ 33,057 $ 24,413 The total unrecognized compensation cost related to unvested restricted stock units and restricted stock awards as of September 30, 2020 was $86.0 million, and the weighted average period over which these equity awards are expected to vest is 2.96 years. The total unrecognized compensation cost related to unvested performance-based restricted stock units as of September 30, 2020 was $14.9 million, and the weighted average period over which these equity awards are expected to vest is 1.65 years. The total unrecognized compensation cost related to unvested stock options as of September 30, 2020 was $1.2 million, and the weighted average period over which these equity awards are expected to vest is 1.72 years. Restricted Stock Units A summary of the Company’s restricted stock unit activity is as follows: Number of Shares Weighted-Average Grant-Date Fair Value per Share Outstanding at December 31, 2019 2,924 $ 21.72 Granted 4,350 18.50 Vested (1,005) 20.09 Canceled (373) 18.10 Outstanding at September 30, 2020 5,896 $ 19.85 Performance-Based Restricted Stock Units Performance-based restricted stock units are eligible to vest at the end of each fiscal year in a three-year performance period based on the Company’s annual growth rate in net sales and non-GAAP diluted earnings per share (subject to certain adjustments) over baseline results relative to the growth rates for a peer group of companies for the same metrics and periods. For the performance-based restricted stock units granted to date, 60% of each performance-based award is subject to the net sales metric for the performance period and 40% is subject to the non-GAAP diluted earnings per share metric for the performance period. The maximum percentage for a particular metric is 250% of the target number of units subject to the award related to that metric, however, vesting of the performance stock units is capped at 30% and 100%, respectively, of the target number of units subject to the award in years one and two, respectively, of the three-year performance period. As of September 30, 2020, the Company believes that it is probable that the Company will achieve certain performance metrics specified in the respective award agreements based on its expected revenue and non-GAAP diluted EPS results over the performance periods and calculated growth rates relative to its peers’ expected results based on data available, as defined in the respective award agreements. A summary of the Company’s performance-based restricted stock unit activity is as follows: Number of Shares Weighted-Average Grant-Date Fair Value per Share Outstanding at December 31, 2019 445 $ 22.21 Granted (1) 1,416 11.67 Vested (21) 22.21 Canceled (118) 15.98 Outstanding at September 30, 2020 1,722 $ 13.97 ________________ (1) Number of shares granted is based on the maximum percentage achievable in the performance-based restricted stock unit award. Employee Stock Purchase Rights and Stock Options Employee Stock Purchase Rights During the nine months ended September 30, 2020, there were 161,171 shares of common stock purchased under the ESPP at a weighted average price of $13.29. The fair values of employee stock purchase rights were estimated using the Black-Scholes option pricing model at their respective grant date using the following assumptions: Nine Months Ended September 30, 2020 2019 Weighted-average grant date fair value per share $ 6.41 $ 6.61 Risk-free interest rate 0.15 % 2.43 % Dividend yield — % — % Expected life (in years) 0.51 0.50 Volatility 93.25 % 40.47 % The risk-free interest rate assumption was based on rates for United States (U.S.) Treasury zero-coupon bonds with maturities similar to those of the expected term of the award being valued. The assumed dividend yield was based on the Company’s expectation of not paying dividends in the foreseeable future. The expected term is the duration of the offering period for each grant date. In addition, the estimated volatility incorporates the historical volatility over the expected term based on the Company’s daily closing stock prices. Stock Options A summary of the Company’s stock options activity is as follows: Number of Options Weighted-Average Exercise Price Weighted-Average Contractual Term (in years) Aggregate Intrinsic Value (in thousands) Outstanding at December 31, 2019 1,337 $ 13.05 Exercised (407) 9.08 Canceled (34) 18.89 Outstanding at September 30, 2020 896 $ 14.64 2.78 $ 7,811 Vested and expected to vest at September 30, 2020 896 $ 14.64 2.75 $ 7,810 Exercisable at September 30, 2020 739 $ 13.82 2.34 $ 7,064 No stock options were granted by the Company during the nine months ended September 30, 2020. The intrinsic value of stock options exercised was $0.2 million and $1.4 million in the three months ended September 30, 2020 and 2019, respectively. The intrinsic value of stock options exercised was $3.4 million and $21.5 million in the nine months ended September 30, 2020 and 2019, respectively. Cash received from exercise of stock options was $0.6 million and $0.3 million during the three months ended September 30, 2020 and 2019, respectively. Cash received from exercise of stock options was $3.3 million and $4.0 million during the nine months ended September 30, 2020 and 2019, respectively. The tax benefit from stock options exercised was $0.4 million and $0.2 million during the three months ended September 30, 2020 and 2019, respectively. The tax benefit from stock options exercised was $3.6 million and $19.5 million during the nine months ended September 30, 2020 and 2019, respectively. Employee Incentive Bonus The Company settles a majority of bonus awards for its employees, including executives, in shares of common stock under the 2010 Equity Incentive Plan. When bonus awards are settled in common stock issued under the 2010 Equity Incentive Plan, the number of shares issuable to plan participants is determined based on the closing price of the Company’s common stock as determined in trading on the New York Stock Exchange on a date approved by the Board of Directors. In connection with the Company’s bonus programs, in March 2020, the Company issued 0.2 million freely-tradable shares of the Company’s common stock in settlement of bonus awards to employees, including executives, for the 2019 performance period. At September 30, 2020, the Company has an accrual of $16.5 million for bonus awards for employees for year-to-date achievement in the 2020 performance period. The Company’s compensation committee retains discretion to effect payment in cash, stock, or a combination of cash and stock. |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2020 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes The provision for income taxes primarily relates to projected federal, state, and foreign income taxes. To determine the quarterly provision for income taxes, the Company uses an estimated annual effective tax rate, which is generally based on expected annual income and statutory tax rates in the various jurisdictions in which the Company operates. In addition, the tax effects of certain significant or unusual items are recognized discretely in the quarter during which they occur and can be a source of variability in the effective tax rates from quarter to quarter. The Company utilizes the asset and liability method of accounting for income taxes, under which deferred taxes are determined based on temporary differences between the financial statement and tax basis of assets and liabilities using tax rates expected to be in effect during the years in which the temporary differences reverse. The Company records a valuation allowance to reduce its deferred taxes to the amount it believes is more likely than not to be realized. In making such determination, the Company considers all available positive and negative evidence quarterly, including scheduled reversals of deferred tax liabilities, projected future taxable income, tax planning strategies, and recent financial performance. Forming a conclusion that a valuation allowance is not required is difficult when there is negative evidence such as cumulative losses in recent years. Based upon the Company’s review of all positive and negative evidence, the Company continues to have a valuation allowance on its state deferred tax assets, certain of its federal deferred tax assets, and certain foreign deferred tax assets in jurisdictions where the Company has cumulative losses or otherwise is not expected to utilize certain tax attributes. The Company does not incur expense or benefit in certain tax free jurisdictions in which it operates. The Company recorded an income tax benefit of $2.2 million in the three months ended September 30, 2020 and an income tax benefit of $0.03 million in the three months ended September 30, 2019. The Company recorded an income tax benefit of $12.1 million in the nine months ended September 30, 2020 and an income tax benefit of $9.9 million in the nine months ended September 30, 2019. The income tax benefit in the three and nine months ended September 30, 2020 and 2019, each primarily related to the mix of pre-tax income among jurisdictions, excess tax benefits related to stock-based compensation, and release of certain reserves for uncertain tax positions under ASC 740-10. Also included in income tax benefit for the nine months ended September 30, 2020 was a tax benefit related to the Coronavirus Aid, Relief and Economic Security Act, or CARES Act, enacted effective March 27, 2020, and a tax provision related to a change in judgment regarding the final outcome of the Altera tax case discussed below. The CARES Act tax benefit relates to the Company’s ability to carry back its 2019 net operating loss, originally valued at a 21% federal tax rate, to offset income taxes paid in prior periods at the 35% federal tax rate in effect at that time. Income tax positions must meet a more-likely-than-not threshold to be recognized. Income tax positions that previously failed to meet the more-likely-than-not threshold are recognized in the first subsequent financial reporting period in which that threshold is met. Previously recognized tax positions that no longer meet the more-likely-than-not threshold are derecognized in the first financial reporting period in which that threshold is no longer met. The Company records potential penalties and interest accrued related to unrecognized tax benefits within the consolidated statements of operations as income tax expense. During the nine months ended September 30, 2020, the Company’s unrecognized tax benefits increased by $0.1 million. The Company does not expect its unrecognized tax benefits to change significantly over the next 12 months. Accrued interest and penalties associated with uncertain tax positions as of September 30, 2020 were approximately $0.6 million and $0.1 million, respectively. The Company is subject to federal and state income tax in the United States and is also subject to income tax in certain other foreign tax jurisdictions. At September 30, 2020, the statutes of limitations for the assessment of federal, state, and foreign income taxes are closed for the years before 2016, 2015, and 2014, respectively. The Company’s subsidiary in Singapore operates under certain tax incentives in Singapore, which are generally effective through March 2022 and may be extended through March 2027, and are conditional upon meeting certain employment and investment thresholds in Singapore. Under the incentives, qualifying income derived from certain sales of the Company’s integrated circuits is taxed at a concessionary rate over the incentive period, and there are reduced Singapore withholding taxes on certain intercompany royalties during the incentive period. Primarily because of the Company's Singapore net operating losses and a full valuation allowance in Singapore, the incentives did not have a material impact on the Company's income tax benefit in the nine months ended September 30, 2020 and 2019. On March 27, 2020, the U.S. government enacted the Coronavirus Aid, Relief, and Economic Security Act, or the CARES Act, a $2 trillion relief package comprising a combination of tax provisions and other stimulus measures. The CARES Act broadly provides entities tax payment relief and significant business incentives and makes certain technical corrections to the 2017 Tax Cuts and Jobs Act, or the Tax Act. The tax relief measures for entities include a five-year net operating loss carry back, increases interest expense deduction limits, acceleration of alternative minimum tax credit refunds, payroll tax relief, and a technical correction to allow accelerated deductions for qualified improvement property. The Act also provides other non-income tax benefits, including federal funding for a range of stabilization measures and emergency funding to assist those impacted by the COVID-19 pandemic. Similar legislation is being enacted in other jurisdictions in which the Company operates. ASC Topic 740, Income Taxes , requires the effect of changes in tax rates and laws on deferred tax balances to be recognized in the period in which new legislation is enacted. The enactment of the CARES Act and similar legislation in other jurisdictions in which the Company operates was not material to the Company’s income tax benefit for the nine months ended September 30, 2020 and is not expected to have a material impact on its consolidated financial position and results of operations as of and for the full year ending December 31, 2020. On July 27, 2015, the US Tax Court decided on behalf of Altera Corporation, or Altera US, that certain 2003 Internal Revenue Service, or IRS regulations underpinning the transfer pricing between related parties for shared costs were invalid. The case involved the cost-sharing arrangement, or CSA entered into by Altera US with an international subsidiary. Pursuant to the terms of the CSA, the parties agreed to share the risks and costs of research and development, or R&D activities, including granted stock options and other stock-based compensation, or SBC, to certain of its employees responsible for conducting the R&D activities. In allocating the costs to be shared pursuant to that CSA, Altera US included the cash compensation of its employees engaged in R&D in the shared cost pool but excluded their SBC. The IRS had imposed transfer pricing adjustments in each of the tax years 2004 through 2007 on the basis of Altera US’ failure to include SBC costs in its CSA cost pool. On June 7, 2019, in a 2-1 ruling, a panel of the Ninth Circuit Court of Appeals reversed the Tax Court’s holding and upheld a 2003 IRS regulation that requires participants in a CSA to share SBC costs. After the Ninth Circuit Court’s reversal, Altera filed a petition for en banc review of the decision by Ninth Circuit judges. The petition was denied, and the taxpayer decided to appeal to the Supreme Court. On June 22, 2020, the Supreme Court of the United States announced that it was denying the petition for certiorari and will not review an appeals court decision in the case of Altera Corporation & Subsidiaries v. Commissioner (Altera v. Comm). The announcement represented new information that the Company considered in its second quarter tax provision for the six months ended June 30, 2020. The evaluation of this ruling for all open tax periods was not material to the Company’s income tax benefit for the nine months ended September 30, 2020 and is not expected to have a material impact on its consolidated financial position and results of operations as of and for the year ending December 31, 2020. |
Concentration of Credit Risk, S
Concentration of Credit Risk, Significant Customers and Geographic Information | 9 Months Ended |
Sep. 30, 2020 | |
Risks and Uncertainties [Abstract] | |
Concentration of Credit Risk, Significant Customers and Geographic Information | Concentration of Credit Risk, Significant Customers and Revenue by Geographic Region Financial instruments, which potentially subject the Company to concentrations of credit risk, consist primarily of cash and cash equivalents and accounts receivable. Collateral is generally not required for customer receivables. The Company limits its exposure to credit loss by placing its cash with high credit quality financial institutions. At times, such deposits may be in excess of insured limits. The Company has not experienced any losses on its deposits of cash and cash equivalents. Significant Customers The Company markets its products and services to manufacturers of a wide range of electronic devices (Note 1). The Company sells its products both directly to customers and through third-party distributors, both of which are referred to as the Company’s customers (Note 12). The Company makes periodic evaluations of the credit worthiness of its customers. Customers comprising greater than 10% of net revenues for each of the periods presented are as follows: Three Months Ended September 30, Nine Months Ended September 30, 2020 2019 2020 2019 Percentage of total net revenue Customer A (direct) 19 % 15 % 15 % 13 % Customer B (direct) 11 % * * * Customer C (distributor) * * 11 % * Customer D (distributor) * 18 % * * ____________________________ * Represents less than 10% of total net revenue for the respective period. The following table presents balances that are 10% or greater of accounts receivable, based on the Company’s billings to its customers. September 30, December 31, 2020 2019 Percentage of gross accounts receivable Customer E (distributor) 13 % * Customer F (direct) 13 % * Customer G (distributor) * 10 % ____________________________ * Represents less than 10% of the gross accounts receivable as of the respective period end. Significant Suppliers Suppliers comprising greater than 10% of total inventory purchases are as follows: Three Months Ended September 30, Nine Months Ended September 30, 2020 2019 2020 2019 Vendor A 42 % * 27 % * Vendor B 18 % 15 % 17 % 14 % Vendor C * 23 % 11 % 16 % Vendor D * 10 % 12 % 12 % Vendor E * 16 % * 18 % Geographic Information The Company’s consolidated net revenues by geographic area based on ship-to location are as follows (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2020 2019 2020 2019 Amount % of total net revenue Amount % of total net revenue Amount % of total net revenue Amount % of total net revenue Asia $ 128,566 82 % $ 67,794 85 % $ 234,046 82 % $ 207,661 84 % United States 4,750 3 % 2,724 3 % 9,976 4 % 10,851 4 % Rest of world 23,317 15 % 9,502 12 % 39,858 14 % 28,650 12 % Total $ 156,633 100 % $ 80,020 100 % $ 283,880 100 % $ 247,162 100 % The products shipped to individual countries or territories representing greater than 10% of net revenue for each of the periods presented are as follows: Three Months Ended September 30, Nine Months Ended September 30, 2020 2019 2020 2019 Percentage of total net revenue Hong Kong 44 % 44 % 45 % 45 % China 21 % * 16 % 15 % Taiwan * 17 % * * ____________________________ * Represents less than 10% of total revenue for the respective period. The determination of which country a particular sale is allocated to is based on the destination of the product shipment. No other individual country accounted for more than 10% of net revenue during these periods. Although a large percentage of the Company’s products is shipped to Asia, and in particular, Hong Kong and China, the Company believes that a significant number of the systems designed by customers and incorporating the Company’s semiconductor products are subsequently sold outside Asia to Europe, Middle East, and Africa, or EMEA markets and North American markets. Long-lived assets, which consists of property and equipment, net, leased right-of-use assets, intangible assets, net, and goodwill by geographic area are as follows (in thousands): September 30, December 31, 2020 2019 Amount % of total Amount % of total United States $ 427,183 73 % $ 385,302 85 % Singapore 138,525 24 % 63,556 14 % Rest of world 18,150 3 % 5,034 1 % Total $ 583,858 100 % $ 453,892 100 % |
Revenue from Contracts with Cus
Revenue from Contracts with Customers | 9 Months Ended |
Sep. 30, 2020 | |
Revenue from Contracts with Customers [Abstract] | |
Revenue from Contracts with Customers | Revenue from Contracts with Customers Revenue by Market The table below presents disaggregated net revenues by market (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2020 2019 2020 2019 Connected home $ 37,816 $ 40,443 $ 99,138 $ 122,468 % of net revenue 24 % 51 % 35 % 50 % Broadband and WiFi 82,274 — 82,274 — % of net revenue 53 % — % 29 % — % Infrastructure 21,526 20,184 58,306 64,857 % of net revenue 13 % 25 % 20 % 26 % Industrial and multi-market 15,017 19,393 44,162 59,837 % of net revenue 10 % 24 % 16 % 24 % Total net revenue $ 156,633 $ 80,020 $ 283,880 $ 247,162 Revenues from sales through the Company’s distributors accounted for 46% and 60% of net revenue for the three months ended September 30, 2020 and 2019, respectively. Revenues from sales through the Company’s distributors accounted for 54% and 50% of net revenue for the nine months ended September 30, 2020 and 2019, respectively. Contract Liabilities As of September 30, 2020 and December 31, 2019, customer contract liabilities consist of estimates of obligations to deliver rebates to customers in the form of units of products and were approximately $0.01 million and $0.1 million. Revenue recognized in each of the three and nine months ended September 30, 2020 and 2019 that was included in the contract liability balance as of the beginning of each of those respective periods was immaterial. There were no material changes in the contract liabilities balance during the three and nine months ended September 30, 2020 and 2019. Obligations to Customers for Price Adjustments and Returns and Assets for Right-of-Returns As of September 30, 2020 and December 31, 2019, obligations to customers consisting of estimates of price protection rights offered to the Company’s end customers totaled $18.0 million and $12.6 million, respectively, and are included in accrued price protection liability in the consolidated balance sheets. For activity in this account, including amounts included in net revenue, refer to Note 7. Other obligations to customers representing estimates of price adjustments to be claimed by distributors upon sell-through of their inventory to their end customer and estimates of stock rotation returns to be claimed by distributors on products sold as of September 30, 2020 were $12.1 million and $1.6 million, respectively, and as of December 31, 2019 were $8.4 million and $1.4 million, respectively, and are included in accrued expenses and other current liabilities in the consolidated balance sheets (Note 7). The increase in revenue in the three and nine months ended September 30, 2020 and 2019 from net changes in transaction prices for amounts included in obligations to customers for price adjustments as of the beginning of those respective periods was not material. As of September 30, 2020 and December 31, 2019, right of return assets under customer contracts representing the estimates of product inventory the Company expects to receive from customers in stock rotation returns were approximately $0.7 million and $0.3 million, respectively. Right of return assets are included in inventory in the consolidated balance sheets. As of September 30, 2020 and December 31, 2019, there were no impairment losses recorded on customer accounts receivable. |
Leases
Leases | 9 Months Ended |
Sep. 30, 2020 | |
Leases [Abstract] | |
Leases of Lessee Disclosure | Leases Operating Leases Operating lease arrangements primarily consist of office leases expiring in various years through 2027. These leases have original terms of approximately 2 to 7 years and some contain options to extend the lease up to 5 years or terminate the lease, which are included in right-of-use assets and lease liabilities when the Company is reasonably certain it will renew the underlying leases. Since the implicit rate of such leases is unknown and the Company is not reasonably certain to renew its leases, the Company has elected to apply a collateralized incremental borrowing rate to facility leases on the original lease term in calculating the present value of future lease payments. As of September 30, 2020 and December 31, 2019, the weighted average discount rate for operating leases was 4.5% and 5.0%, respectively, and the weighted average remaining lease term for operating leases was 3.1 years and 2.9 years, respectively. The table below presents aggregate future minimum payments due under leases, reconciled to total lease liabilities included in the consolidated balance sheet as of September 30, 2020: Operating Leases (in thousands) 2020 (3 months) $ 1,668 2021 6,640 2022 4,536 2023 1,772 2024 625 Thereafter 1,622 Total minimum payments 16,863 Less: imputed interest (1,080) Less: unrealized translation loss (152) Total lease liabilities 15,631 Less: short-term lease liabilities (6,225) Long-term lease liabilities $ 9,406 Operating lease cost was $1.4 million and $0.8 million for the three months ended September 30, 2020 and 2019, respectively. Operating lease cost was $3.2 million and $2.6 million for the nine months ended September 30, 2020 and 2019, respectively. Short-term lease costs for the three and nine months ended September 30, 2020 and 2019 were not material. There were $5.2 million right-of-use assets obtained in exchange for new lease liabilities for each of the three and nine months ended September 30, 2020. There were $0 and $0.5 million right-of-use assets obtained in exchange for new lease liabilities for the three and nine months ended September 30, 2019, respectively. Subleases The Company has subleased a facility that it ceased using in connection with a restructuring plan (Note 4). Such sublease expires in 2021. As of September 30, 2020, future minimum rental income under non-cancelable subleases is as follows: Amount (in thousands) 2020 (3 months) $ 36 2021 72 Total minimum rental income $ 108 |
Compensation Related Costs, Ret
Compensation Related Costs, Retirement Benefits | 9 Months Ended |
Sep. 30, 2020 | |
Retirement Benefits [Abstract] | |
Retirement Benefits | Employee Defined Benefit Retirement Plans Pension and Other Defined Benefit Retirement Obligations In connection with the July 31, 2020 acquisition of the WiFi and Broadband assets business (Note 3), the Company assumed an obligation of $7.9 million of the WiFi and Broadband assets business associated with certain defined benefit retirement plans, including a pension plan. The benefit is based on a formula applied to eligible employee earnings. Net periodic benefit costs were $0.1 million for the three and nine months ended September 30, 2020 and were recorded to research and development expenses in the consolidated statements of operations. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Inventory Purchase and Other Contractual Obligations As of September 30, 2020, future minimum payments under inventory purchase and other obligations are as follows: Inventory Purchase Obligations Other Obligations Total 2020 (3 months) $ 49,111 $ 4,233 $ 53,344 2021 7,093 16,076 23,169 2022 — 14,378 14,378 2023 — 6,830 6,830 Total minimum payments $ 56,204 $ 41,517 $ 97,721 Other obligations consist of deferred payments related to the NanoSemi merger (Note 3) and contractual payments due for software licenses. Our inventory purchase obligations and other obligations increased by $75.1 million to $97.7 million as of September 30, 2020, from $22.6 million as of December 31, 2019 primarily as a result of increased orders of software licenses and inventory placed with our vendors during the period, which is due in part to our 2020 acquisitions (Note 3). Other Matters From time to time, the Company is subject to threats of litigation or actual litigation in the ordinary course of business, some of which may be material. The Company believes that there are no currently pending litigation matters that, if determined adversely to the Company’s interests, would have a material effect on the Company’s financial position, results of operations, or cash flows or that would not be covered by the Company’s existing liability insurance. |
Organization and Summary of S_2
Organization and Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Description of Business | MaxLinear, Inc. was incorporated in Delaware in September 2003. MaxLinear, Inc., together with its wholly owned subsidiaries, collectively referred to as MaxLinear, or the Company, is a provider of radio-frequency, or RF, analog, digital, and mixed-signal communications system-on-chip solutions for access and connectivity, wired and wireless infrastructure, and industrial and multi-market applications. MaxLinear’s customers include electronics distributors, module makers, original equipment manufacturers, or OEMs, and original design manufacturers, or ODMs, who incorporate the Company’s products in a wide range of electronic devices, including cable DOCSIS broadband modems and gateways, wireline connectivity devices for in-home networking applications, RF transceivers and modems for wireless carrier access and backhaul infrastructure, fiber-optic modules for data center, metro, and long-haul transport networks, video set-top boxes and gateways, hybrid analog and digital televisions, direct broadcast satellite outdoor and indoor units, and power management and interface products used in these and a range of other markets. The Company is a fabless integrated circuit design company whose products integrate all or a substantial portion of a broadband communication system. |
Basis of Presentation and Principles of Consolidation | The accompanying unaudited consolidated financial statements include the accounts of MaxLinear, Inc. and its wholly owned subsidiaries and have been prepared in accordance with accounting principles generally accepted in the United States of America, or GAAP, for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and disclosures required by GAAP for complete financial statements. All intercompany transactions and investments have been eliminated in consolidation. In the opinion of management, the Company’s unaudited consolidated interim financial statements contain adjustments, including normal recurring accruals necessary to present fairly the Company’s consolidated financial position, results of operations, comprehensive income (loss), stockholders’ equity, and cash flows. The consolidated balance sheet as of December 31, 2019 was derived from the Company’s audited consolidated financial statements at that date. The accompanying unaudited consolidated interim financial statements should be read in conjunction with the audited consolidated financial statements and related notes thereto for the year ended December 31, 2019 included in the Company’s Annual Report on Form 10-K filed by the Company with the Securities and Exchange Commission, or the SEC, on February 5, 2020, or the Annual Report. Interim results for the nine months ended September 30, 2020 are not necessarily indicative of the results that may be expected for the fiscal year ending December 31, 2020. |
Use of Estimates | The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the unaudited consolidated financial statements and accompanying notes to unaudited consolidated financial statements. In the nine months ended September 30, 2020, the Company’s revenues were impacted by the novel coronavirus disease, or COVID-19, pandemic. In particular, the Company experienced some negative impact to its revenue and gross profits in the first half of 2020 due to several industry-wide dynamics related to COVID-19 including supply constraints as well as customer requests to temporarily delay shipments. Although we have benefited from increased demand for certain of our products from the work-from-home environment in the quarter ended September 30, 2020, heightened volatility and uncertainty in customer demand and the worldwide economy in general has continued, and the Company may experience increased volatility in its sales and revenues in the near future. However, the magnitude of such volatility on the Company’s business and its duration is uncertain and cannot be reasonably estimated at this time. The Company also believes that its $96.7 million of cash and cash equivalents at September 30, 2020 will be sufficient to fund its projected operating requirements for at least the next twelve months. A material adverse impact from COVID-19 could result in a need to raise additional capital or incur additional indebtedness to fund strategic initiatives or operating activities, particularly if the Company pursues additional acquisitions. The Company’s future capital requirements will depend on many factors, including the Company’s efforts to integrate the acquired WiFi and Broadband assets business and NanoSemi (Note 3), changes in revenue, the expansion of engineering, sales and marketing activities, the timing and extent of expansion into new |
Significant Accounting Policies | Refer to the Company’s Annual Report for a summary of significant accounting policies. On January 1, 2020, the Company adopted ASC Topic 326, Measurement of Credit Losses on Financial Instruments , or ASC 326, and accordingly, modified its policy on accounting for allowance for doubtful accounts on trade accounts receivable as stated below. As described under “Recently Adopted Accounting Pronouncements,” section below, the impact of adopting ASC 326 for the Company was not material. There have been no other significant changes to the Company’s significant accounting policies during the nine months ended September 30, 2020. During the three months ended September 30, 2020, the Company acquired two businesses (Note 3) that are accounted for as business combinations. In connection with the July 31, 2020 acquisition of the WiFi and Broadband assets business (Note 3), the Company assumed an obligation of $7.9 million of the WiFi and Broadband assets business associated with certain defined benefit retirement plans, including a pension plan. Below are the Company’s accounting policies with respect to business combinations and pension and other defined benefit retirement obligations. Accounts Receivable The Company performs ongoing credit evaluations of its customers and assesses each customer’s credit worthiness. The Company monitors collections and payments from its customers and maintains an allowance for doubtful accounts based upon applying an expected credit loss rate to receivables based on the historical loss rate from similar high risk customers adjusted for current conditions, including any specific customer collection issues identified, and forecasts of economic conditions. Delinquent account balances are written off after management has determined that the likelihood of collection is remote. The allowance for credit losses as of September 30, 2020 and the activity in this account, including the current-period provision for expected credit losses for the nine months ended September 30, 2020, were not material. Business Combinations The Company applies the provisions of ASC 805, Business Combinations , in accounting for its acquisitions. It requires the Company to recognize separately from goodwill the assets acquired and the liabilities assumed, at the acquisition date fair values. Goodwill as of the acquisition date is measured as the excess of consideration transferred over the acquisition date fair values of the net assets acquired and the liabilities assumed. While the Company uses its best estimates and assumptions to accurately value assets acquired and liabilities assumed at the acquisition date as well as contingent consideration, where applicable, its estimates are inherently uncertain and subject to refinement. As a result, during the measurement period, which may be up to one year from the acquisition date, the Company records adjustments to the assets acquired and liabilities assumed with the corresponding offset to goodwill. Upon the conclusion of the measurement period or final determination of the values of assets acquired or liabilities assumed, whichever comes first, any subsequent adjustments are recorded to the consolidated statements of operations. Costs to exit or restructure certain activities of an acquired company or the Company’s internal operations are accounted for as termination and exit costs pursuant to ASC 420, Exit or Disposal Cost Obligations , and are accounted for separately from the business combination. A liability for costs associated with an exit or disposal activity is recognized and measured at its fair value in the consolidated statements of operations in the period in which the liability is incurred. When estimating the fair value of facility restructuring activities, assumptions are applied regarding estimated sub-lease payments to be received, which can differ materially from actual results. This may require the Company to revise its initial estimates which may materially affect the results of operations and financial position in the period the revision is made. For a given acquisition, the Company may identify certain pre-acquisition contingencies as of the acquisition date and may extend its review and evaluation of these pre-acquisition contingencies throughout the measurement period in order to obtain sufficient information to assess whether the Company includes these contingencies as a part of the fair value estimates of assets acquired and liabilities assumed and, if so, to determine their estimated amounts. If the Company cannot reasonably determine the fair value of a pre-acquisition contingency (non-income tax related) by the end of the measurement period, which is generally the case given the nature of such matters, the Company will recognize an asset or a liability for such pre-acquisition contingency if: (i) it is probable that an asset existed or a liability had been incurred at the acquisition date and (ii) the amount of the asset or liability can be reasonably estimated. Subsequent to the measurement period, changes in estimates of such contingencies will affect earnings and could have a material effect on the Company's results of operations and financial position. In addition, uncertain tax positions and tax-related valuation allowances assumed, if any, in connection with a business combination are initially estimated as of the acquisition date. The Company re-evaluates these items quarterly based upon facts and circumstances that existed as of the acquisition date with any adjustments to the preliminary estimates being recorded to goodwill if identified within the measurement period. Subsequent to the end of the measurement period or final determination of the estimated value of the tax allowance or contingency, whichever comes first, changes to these uncertain tax positions and tax related valuation allowances will affect the income tax provision (benefit) in the consolidated statements of operations and could have a material impact on the results of operations and financial position. Pension and Other Defined Benefit Retirement Obligations The costs of pension and certain other defined benefit employee retirement benefits are required to be recognized based upon actuarial valuations. The related net retirement benefit obligation is recognized as the excess of the projected benefit obligation over the fair value of the plan assets. In measuring the retirement benefit obligation, the discount rate and long-term rate of salary increase are the most significant assumptions. Retirement benefit costs primarily represent the increase in the actuarial present value of the retirement benefit obligation. The most significant assumptions in determining retirement benefit costs are the discount rate, expected long-term rate of return on plan assets, and long-term rate of salary increase. |
Recently Adopted and Recently Issued Accounting Pronouncements | Recently Adopted Accounting Pronouncements In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments , to replace the incurred loss methodology with an expected credit loss model that requires consideration of a broader range of information to estimate credit losses over the lifetime of the asset, including current conditions and reasonable and supportable forecasts in addition to historical loss information, to determine expected credit losses. Pooling of assets with similar risk characteristics and the use of a loss model are also required. Also, in April 2019, the FASB issued ASU No. 2019-04, Codification Improvements to Topic 326, Financial Instruments—Credit Losses, Topic 815, Derivatives and Hedging, and Topic 825, Financial Instruments, to clarify the inclusion of recoveries of trade receivables previously written off when estimating an allowance for credit losses. The amendments in this update are effective for the Company beginning with fiscal year 2020, including interim periods. The adoption of the amendments in this update as of January 1, 2020 did not have a material impact on the Company’s accounts receivable, net and accumulated deficit, as well as its results of operations for the three months ended March 31, 2020. The adoption is also not expected to have a material impact on the Company’s consolidated financial position and results of operations as of and for the year ending December 31, 2020. In January 2017, the FASB issued ASU No. 2017-04, Intangibles—Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment , to simplify the subsequent measurement of goodwill by eliminating Step 2 from the goodwill impairment test. An entity no longer will determine goodwill impairment by calculating the implied fair value of goodwill by assigning the fair value of a reporting unit to all of its assets and liabilities as if the reporting unit had been acquired in a business combination. Instead, under the amendments in this update, an entity should perform its annual, or interim, goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount. The Board also eliminated the requirements for any reporting unit with a zero or negative carrying amount to perform a qualitative assessment and, if it fails that qualitative test, to perform Step 2 of the goodwill impairment test. The amendments in this update are effective for the Company beginning with fiscal year 2020, including interim periods. The Company performs its annual goodwill testing as of October 31, or more frequently if there are indicators of impairment. The application of the amendments in this update is not expected to have a material impact on the Company’s consolidated financial position and results of operations as of and for the year ending December 31, 2020. In August 2018, the FASB issued ASU No. 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework— Changes to the Disclosure Requirements for Fair Value Measurement , to improve the fair value measurement reporting of financial instruments. The amendments in this update require, among other things, added disclosure of the range and weighted average of significant unobservable inputs used to develop Level 3 fair value measurements. The amendments in this update eliminate, among other things, disclosure of the reasons for and amounts of transfers between Level 1 and Level 2 for assets and liabilities that are measured at fair value on a recurring basis and an entity's valuation processes for Level 3 fair value measurements. The amendments in this update are effective for the Company beginning with fiscal year 2020. Retrospective application is required for all amendments in this update except the added disclosures, which should be applied prospectively. The adoption of the amendments in this update in the quarter ended March 31, 2020 did not have a material impact on the Company’s consolidated financial position and results of operations as of and for the three months ended March 31, 2020 and is also not expected to have a material impact on the Company’s consolidated financial position and results of operations as of and for the year ending December 31, 2020. In August 2018, the FASB issued ASU No. 2018-15, Intangibles–Goodwill and Other—Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That is a Service Contract , to provide additional guidance on the accounting for costs of implementing cloud computing arrangements that are service contracts. The amendments in this update require the capitalization of implementation costs during the application development stage of such hosting arrangements and amortization of the expense over the term of the arrangement including any option to extend reasonably certain to be exercised or option to terminate reasonably certain not to be exercised. Capitalized implementation costs and amortization thereof are also required to be classified in the same line item in the statements of financial position, operations and cash flows associated with the hosting service fees. The amendments in this update are effective for the Company beginning with fiscal year 2020. The Company selected prospective application to all implementation costs incurred after the adoption date. The adoption of the amendments in this update did not have a material impact on the Company’s property and equipment, net and results of operations as of and for the three months ended March 31, 2020 and is also not expected to have a material impact on the Company’s consolidated financial position and results of operations as of and for the year ending December 31, 2020. In March 2020, the FASB issued ASU No. 2020-04 Reference Rate Reform (Topic 848)—Facilitation of the Effects of Reference Rate Reform on Financial Reporting , that provides optional relief to applying reference rate reform to contracts, hedging relationships, and other transactions that reference the London Interbank Offered Rate (LIBOR), which will be discontinued by the end of 2021. The amendments in this update are effective immediately and may be applied through December 31, 2022. The Company's LIBOR interest rate swap expires in October 2020 and will not be impacted by reference rate reform. Therefore, the adoption of the amendments in this update did not have a material impact on the Company’s accumulated other comprehensive loss or its results of operations as of and for the three months ended June 30, 2020, and is also not expected to have a material impact on the Company's consolidated financial position and results of operations as of and for the year ending December 31, 2020. In May 2020, the SEC issued a final rule that amends the financial statement requirements for business acquisitions and related pro forma financial information. The rule modifies the significance tests to replace total assets with aggregate worldwide market value of common equity in the investment test and to include a revenue component in the income test while requiring the use of absolute value to calculate average net income for the last five fiscal years. The rule improves the presentation of pro forma financial information by replacing pro forma adjustments with transaction accounting adjustments and adds the optional disclosure of management’s adjustments related to synergies and dis-synergies. The rule also reduces the number of acquiree annual financial statement periods required to a maximum of the two most recent fiscal years. The final rule is effective for the Company beginning with fiscal year 2021, with early application permitted; all applicable aspects of the rule are required to be applied upon adoption. The Company has early adopted the rule in its filings related to the acquisition of the WiFi and Broadband assets business. The adoption of the rule is not expected to have an impact on the Company’s consolidated financial position and results of operations as of and for the year ending December 31, 2020. Recently Issued Accounting Pronouncements In December 2019, the FASB issued ASU No. 2019-12 Income Taxes (Topic 740)—Simplifying the Accounting for Income Taxes , to remove certain exceptions and improve consistency of application, including, among other things, requiring that an entity reflect the effect of an enacted change in tax laws or rates in the annual effective tax rate computation in the interim period that includes the enactment date. The amendments in this update will be effective for the Company beginning with fiscal year 2021, with early adoption permitted. Most amendments within the standard are required to be applied on a prospective basis, while certain amendments must be applied on a retrospective or modified retrospective basis. The adoption of |
Net Income (Loss) Per Share (Ta
Net Income (Loss) Per Share (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Earnings Per Share [Abstract] | |
Summary of Basic and Diluted Earnings Per Share | The table below presents the computation of basic and diluted EPS: Three Months Ended September 30, Nine Months Ended September 30, 2020 2019 2020 2019 (in thousands, except per share amounts) Numerator: Net loss $ (36,645) $ (4,714) $ (73,921) $ (11,794) Denominator: Weighted average common shares outstanding—basic 73,402 71,366 72,729 70,755 Dilutive common stock equivalents — — — — Weighted average common shares outstanding—diluted 73,402 71,366 72,729 70,755 Net loss per share: Basic $ (0.50) $ (0.07) $ (1.02) $ (0.17) Diluted $ (0.50) $ (0.07) $ (1.02) $ (0.17) |
Business Combinations (Tables)
Business Combinations (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Business Acquisition [Line Items] | |
Business Acquisition, Pro Forma Information | The following table presents unaudited pro forma combined financial information for each of the periods presented, as if the acquisitions of the WiFi and Broadband assets business and NanoSemi had occurred at the beginning of fiscal year 2019: Three Months Ended September 30, Nine Months Ended September 30, 2020 2019 2020 2019 (in thousands) Net revenue – proforma combined $ 219,419 $ 181,438 $ 508,449 $ 541,067 Net income (loss) – proforma combined $ (17,324) $ (23,470) $ (103,108) $ (126,340) |
Business Acquisition, Pro Forma Information, Nonrecurring Adjustments | The following adjustments were included in the unaudited pro forma combined net revenues: Three Months Ended September 30, Nine Months Ended September 30, 2020 2019 2020 2019 (in thousands) Net revenue $ 156,633 $ 80,020 $ 283,880 $ 247,162 Add: Net revenue – acquired businesses 62,786 101,418 224,569 293,905 Net revenues – proforma combined $ 219,419 $ 181,438 $ 508,449 $ 541,067 The following adjustments were included in the unaudited pro forma combined net loss: Three Months Ended September 30, Nine Months Ended September 30, 2020 2019 2020 2019 (in thousands) Net loss $ (36,645) $ (4,714) $ (73,921) $ (11,794) Add: Results of operations – acquired businesses (3,875) (22,075) (63,882) (75,994) Less: Proforma adjustments Depreciation of property and equipment 2,101 934 4,358 948 Amortization of intangible assets 1,615 3,923 10,119 11,369 Amortization of inventory step-up 14,445 — 14,445 (32,945) Acquisition and integration expenses 7,471 — 12,803 (12,803) Interest expense (571) (2,120) (6,202) (6,488) Other expense 82 324 1,867 2,287 Income taxes 762 258 14 (920) Net loss – proforma combined $ (14,615) $ (23,470) $ (100,399) $ (126,340) Net loss per share – proforma combined: Basic $ (0.20) $ (0.33) $ (1.37) $ (1.77) Diluted $ (0.20) $ (0.33) $ (1.37) $ (1.77) Shares used to compute net loss per share – proforma combined: Basic 74,023 72,170 73,472 71,557 Diluted 74,023 72,170 73,472 71,557 |
WiFi and Broadband assets business [Member] | |
Business Acquisition [Line Items] | |
Schedule of Business Acquisitions, by Acquisition | The following table summarizes the fair value of purchase price consideration to acquire the WiFi and Broadband assets business (in thousands): Description Amount Fair value of purchase consideration: Cash $ 150,000 |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed | The following is an allocation of purchase price as of the July 31, 2020 acquisition closing date based upon a preliminary estimate of the fair value of the assets acquired and the liabilities assumed by the Company in the acquisition (in thousands): Description Amount Preliminary purchase price allocation: Inventory $ 67,100 Property and equipment, net 17,641 Identifiable intangible assets 58,000 Accrued expenses (68) Accrued compensation (7,916) Other long-term liabilities (8,197) Identifiable net assets acquired 126,560 Goodwill 23,440 Total purchase price $ 150,000 The fair value of inventories acquired with the WiFi and Broadband assets business included an acquisition accounting fair market value step-up of $32.9 million. The Company recognized $14.4 million in amortization of inventory step-up in cost of sales in the consolidated statements of operations for the three and nine months ended September 30, 2020. |
Finite-Lived and Indefinite-Lived Intangible Assets Acquired as Part of Business Combination | The following is a summary of identifiable intangible assets acquired and the related expected lives for the finite-lived intangible assets (in thousands): Category Estimated Life in Years Fair Value Finite-lived intangible assets: Developed technology 7 $ 43,200 Customer-related intangible 5 6,800 Product backlog 0.58 800 50,800 Indefinite-lived intangible assets: IPR&D N/A 7,200 Total identifiable intangible assets acquired $ 58,000 |
NanoSemi, Inc. [Member] | |
Business Acquisition [Line Items] | |
Schedule of Business Acquisitions, by Acquisition | The following table summarizes the fair value of purchase price consideration to acquire NanoSemi (in thousands): Description Amount Fair value of purchase consideration: Cash $ 10,000 Common stock issued (1) 17,080 Deferred payments (2) 34,100 Contingent consideration (3) 3,800 Total purchase price $ 64,980 _________________ (1) The fair value of common stock issued in the merger is based on 804,163 shares issued on the September 9, 2020 acquisition date at the closing price of the Company’s common stock of $21.24 per share. (2) The fair value of the deferred payments was determined by discounting to present value payments totaling $35.0 million expected to be made to NanoSemi securityholders throughout 2021. (3) The fair value of contingent consideration is based on applying the Monte Carlo simulation method to forecast achievement under various contingent consideration events which may result in up to $35.0 million in payments subject to the acquired business’s satisfying certain financial objectives from July 1, 2020 through December 31, 2022, under the Merger Agreement. Key inputs in the valuation include forecasted revenue, revenue volatility and discount rate. Underlying forecast mathematics were based on Geometric Brownian Motion in a risk-neutral framework and discounted back to the applicable period in which the accumulative thresholds were achieved at discount rates commensurate with the risk and expected payout term of the contingent consideration. |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed | The following is an allocation of purchase price as of the September 9, 2020 acquisition closing date based upon a preliminary estimate of the fair value of the assets acquired and the liabilities assumed by the Company in the acquisition (in thousands): Description Amount Preliminary purchase price allocation: Accounts receivable, net $ 175 Prepaid expenses and other current assets 774 Property and equipment, net 177 Leased right-of-use assets 1,805 Intangible assets, net 30,300 Accounts payable (602) Accrued expenses and other current liabilities (323) Accrued compensation (223) Long-term lease liabilities (1,546) Other long-term liabilities (6,363) Identifiable net assets acquired 24,174 Goodwill 40,806 Total purchase price $ 64,980 |
Finite-Lived and Indefinite-Lived Intangible Assets Acquired as Part of Business Combination | The following is a summary of identifiable intangible assets acquired and the related expected lives for the finite-lived intangible assets (in thousands): Category Estimated Life in Years Fair Value Finite-lived intangible assets: Developed technology 7 $ 24,400 Trademarks and tradenames 7 1,200 Customer-related intangible 5 3,000 Product backlog 5.33 1,700 Total identifiable intangible assets acquired $ 30,300 |
Restructuring Activity (Tables)
Restructuring Activity (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Restructuring and Related Activities [Abstract] | |
Restructuring and Related Costs | The following table presents the activity related to the restructuring plans, which is included in restructuring charges in the consolidated statements of operations: Three Months Ended September 30, Nine Months Ended September 30, 2020 2019 2020 2019 (in thousands) Employee separation expenses $ 1,523 $ 125 $ 1,620 $ 999 Lease related charges 1,723 — 1,998 1,301 Other 34 19 215 177 $ 3,280 $ 144 $ 3,833 $ 2,477 Lease related charges for the three and nine months ended September 30, 2020 included the impairment of leased right-of-use assets of $1.5 million related to a reduction in expected cash inflows from subleases. Lease-related charges for the nine months ended September 30, 2019 related to exiting certain facilities and included the impairment of right-of-use assets of $2.2 million and leasehold improvements of $1.4 million, partially offset by a gain on the extinguishment of lease liabilities of $2.9 million following the release from such liability by the landlord. |
Schedule of Restructuring Reserve by Type of Cost | The following table presents a roll-forward of the Company's restructuring liability for the nine months ended September 30, 2020. The restructuring liability is included in accrued expenses and other current liabilities and other long-term liabilities in the consolidated balance sheets. Employee Separation Expenses Lease Related Charges Other Total (in thousands) Liability as of December 31, 2019 $ — $ 818 $ 19 $ 837 Restructuring charges 1,620 1,998 215 3,833 Cash payments (188) (238) (39) (465) Non-cash charges and adjustments 3,819 (1,807) (190) 1,822 Liability as of September 30, 2020 5,251 771 5 6,027 Less: current portion as of September 30, 2020 (5,251) (340) (5) (5,596) Long-term portion as of September 30, 2020 $ — $ 431 $ — $ 431 As of September 30, 2020, the remaining employee separation balance primarily consists of reduction in force costs that will be reimbursed by Intel and other severance payments, and remaining lease related charges primarily consist of common area maintenance obligations. The Company does not expect to incur additional material costs related to current restructuring plans. |
Goodwill and Intangibles Assets
Goodwill and Intangibles Assets (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Acquired Finite-Lived Intangible Assets by Major Class | The following table sets forth the Company’s finite-lived intangible assets resulting from business acquisitions and other purchases: September 30, 2020 December 31, 2019 Weighted Gross Carrying Amount Accumulated Amortization Net Carrying Amount Gross Carrying Value Accumulated Amortization Net Carrying Amount (in thousands) Licensed technology 3.7 $ 2,458 $ (1,890) $ 568 $ 2,156 $ (1,583) $ 573 Developed technology 6.9 310,961 (135,585) 175,376 243,361 (108,522) 134,839 Trademarks and trade names 6.7 15,000 (8,220) 6,780 13,800 (6,511) 7,289 Customer relationships 4.6 130,900 (90,882) 40,018 121,100 (75,847) 45,253 Non-compete covenants 3.0 1,100 (1,100) — 1,100 (1,083) 17 Backlog 3.8 2,500 (294) 2,206 — — — 6.2 $ 462,919 $ (237,971) $ 224,948 $ 381,517 $ (193,546) $ 187,971 |
Finite-lived Intangible Assets Amortization Expense | The following table sets forth amortization expense associated with finite-lived intangible assets, which is included in the consolidated statements of operations as follows: Three Months Ended September 30, Nine Months Ended September 30, 2020 2019 2020 2019 (in thousands) (in thousands) Cost of net revenue $ 9,910 $ 8,487 $ 27,093 $ 25,410 Research and development 2 1 4 47 Selling, general and administrative 6,056 5,723 17,328 17,312 $ 15,968 $ 14,211 $ 44,425 $ 42,769 |
Schedule of Finite-Lived Intangible Assets | The following table sets forth the activity related to finite-lived intangible assets: Nine Months Ended September 30, 2020 2019 (in thousands) Beginning balance $ 187,971 $ 240,500 Acquisitions (Note 3) 81,100 — Additions 388 86 Transfers to developed technology from IPR&D — 1,500 Amortization (44,425) (42,769) Impairment losses (86) — Ending balance $ 224,948 $ 199,317 |
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense | The following table presents future amortization of the Company’s finite-lived intangible assets at September 30, 2020: Amount (in thousands) 2020 (3 months) $ 17,596 2021 68,918 2022 50,322 2023 37,879 2024 21,900 Thereafter 28,333 Total $ 224,948 |
Schedule of Indefinite-Lived Intangible Assets | Indefinite-lived intangible assets consisted entirely of acquired in-process research and development technology, or IPR&D. The following table sets forth the Company’s activities related to the indefinite-lived intangible assets: Nine Months Ended September 30, 2020 2019 (in thousands) Beginning balance $ — $ 4,400 Acquisitions (Note 3) 7,200 — Transfers to developed technology from IPR&D — (1,500) Ending balance $ 7,200 $ 2,900 |
Financial Instruments (Tables)
Financial Instruments (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Fair Value Disclosures [Abstract] | |
Fair Value, by Balance Sheet Grouping | The composition of financial instruments is as follows: September 30, 2020 December 31, 2019 (in thousands) Liabilities Interest rate swap $ 8 $ 37 |
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis | The following table presents a summary of the Company’s financial instruments that are measured on a recurring basis: Fair Value Measurements Balance Quoted Prices Significant Other Significant (in thousands) Liabilities Interest rate swap, September 30, 2020 $ 8 $ — $ 8 $ — Interest rate swap, December 31, 2019 $ 37 $ — $ 37 $ — |
Derivative Instruments and Hedging Activities Disclosure | The following table summarizes activity for the interest rate swap: Nine Months Ended September 30, September 30, (in thousands) Interest rate swap asset (liability) Beginning balance $ (37) $ 1,623 Unrealized gain (loss) recognized in other comprehensive income (loss) 29 (1,611) Ending balance $ (8) $ 12 |
Balance Sheet Details (Tables)
Balance Sheet Details (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Balance Sheet Related Disclosures [Abstract] | |
Cash, Cash Equivalents and Investments | Cash, cash equivalents and restricted cash consist of the following: September 30, 2020 December 31, 2019 (in thousands) Cash and cash equivalents $ 96,570 $ 92,708 Short-term restricted cash 111 349 Long-term restricted cash 61 60 Total cash, cash equivalents and restricted cash $ 96,742 $ 93,117 |
Inventory | Inventory consists of the following: September 30, 2020 December 31, 2019 (in thousands) Work-in-process $ 48,023 $ 14,525 Finished goods 56,448 16,985 $ 104,471 $ 31,510 |
Prepaid and Other Current Assets | Prepaid and other current assets consist of the following: September 30, 2020 December 31, 2019 (in thousands) Prepaid expenses $ 4,898 $ 3,366 Other receivables 28,960 — Other current assets 9,688 3,426 $ 43,546 $ 6,792 As of September 30, 2020, other receivables of $29.0 million consist of amounts due from Intel of $24.7 million for amounts collected on the Company’s behalf from customers on sales of the Company’s products under the transition services agreement and of $4.2 million for reimbursement of certain severance-related costs pursuant to the Asset Purchase Agreement (Note 3). |
Property and Equipment | Property and equipment, net consists of the following: Useful Life September 30, 2020 December 31, 2019 (in thousands) Furniture and fixtures 5 $ 2,517 $ 2,199 Machinery and equipment 3-5 54,194 35,660 Masks and production equipment 2-5 19,228 15,209 Software 3 6,867 5,956 Leasehold improvements 1-5 16,687 16,186 Construction in progress N/A 3,136 746 102,629 75,956 Less: accumulated depreciation and amortization (65,371) (59,343) $ 37,258 $ 16,613 |
Price Protection Liability | Accrued price protection liability consists of the following activity: Nine Months Ended September 30, 2020 2019 (in thousands) Beginning balance $ 12,557 $ 16,454 Charged as a reduction of revenue 17,358 19,884 Reversal of unclaimed rebates (159) (719) Payments (11,722) (21,998) Ending balance $ 18,034 $ 13,621 |
Accrued Expenses | Accrued expenses and other current liabilities consist of the following: September 30, 2020 December 31, 2019 (in thousands) Deferred purchase price payments $ 34,100 $ — Accrued technology license payments 5,969 4,500 Accrued professional fees 7,181 861 Accrued engineering and production costs 12,027 4,491 Accrued restructuring 5,596 294 Accrued royalty 1,003 923 Short-term lease liabilities 6,225 4,810 Current portion of debt 7,785 — Accrued customer credits 2,590 832 Income tax liability 684 65 Customer contract liabilities 14 107 Accrued obligations to customers for price adjustments 12,137 8,382 Accrued obligations to customers for stock rotation rights 1,632 1,410 Other 7,780 4,496 $ 104,723 $ 31,171 |
Schedule of Accumulated Other Comprehensive Income (Loss) [Table Text Block] | The following table summarizes the change in balances of accumulated other comprehensive income (loss) by component: Cumulative Translation Adjustments Interest Rate Hedge Total (in thousands) Balance at December 31, 2019 $ (747) $ (140) $ (887) Current period other comprehensive income (loss) 415 22 437 Balance at September 30, 2020 $ (332) $ (118) $ (450) |
Debt and Interest Rate Swap (Ta
Debt and Interest Rate Swap (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Debt Disclosure [Abstract] | |
Schedule of Debt | The carrying amount of the Company's long-term debt consists of the following: September 30, December 31, (in thousands) Principal balance: Initial term loan $ 212,000 $ 212,000 Incremental term loan 175,000 — Total principal balance 387,000 212,000 Less: Unamortized debt discount (1,923) (1,328) Unamortized debt issuance costs (4,835) (3,763) Net carrying amount of long-term debt 380,242 206,909 Less: current portion of long-term debt (7,785) — Long-term debt, non-current portion $ 372,457 $ 206,909 |
Schedule of Maturities of Long-term Debt | As of September 30, 2020, future payments of principal are as follows: Amount (in thousands) 2020 (3 months) $ 2,188 2021 10,937 2022 19,688 2023 142,187 2024 212,000 Total principal payments due 387,000 Less: current portion (8,750) Long-term debt principal, non-current portion $ 378,250 |
Stock-Based Compensation and _2
Stock-Based Compensation and Employee Benefit Plans (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Share-based Payment Arrangement [Abstract] | |
Stock-Based Compensation | The Company recognizes stock-based compensation in the consolidated statements of operations, based on the department to which the related employee reports, as follows: Three Months Ended September 30, Nine Months Ended September 30, 2020 2019 2020 2019 (in thousands) (in thousands) Cost of net revenue $ 143 $ 151 $ 417 $ 428 Research and development 6,056 4,155 14,842 12,690 Selling, general and administrative 7,350 4,053 17,202 11,295 Restructuring 596 — 596 — $ 14,145 $ 8,359 $ 33,057 $ 24,413 |
Schedule of Share-based Compensation, Restricted Stock and Restricted Stock Units Activity | A summary of the Company’s restricted stock unit activity is as follows: Number of Shares Weighted-Average Grant-Date Fair Value per Share Outstanding at December 31, 2019 2,924 $ 21.72 Granted 4,350 18.50 Vested (1,005) 20.09 Canceled (373) 18.10 Outstanding at September 30, 2020 5,896 $ 19.85 |
Share-based Payment Arrangement, Performance Shares, Outstanding Activity [Table Text Block] | A summary of the Company’s performance-based restricted stock unit activity is as follows: Number of Shares Weighted-Average Grant-Date Fair Value per Share Outstanding at December 31, 2019 445 $ 22.21 Granted (1) 1,416 11.67 Vested (21) 22.21 Canceled (118) 15.98 Outstanding at September 30, 2020 1,722 $ 13.97 ________________ (1) Number of shares granted is based on the maximum percentage achievable in the performance-based restricted stock unit award. |
Schedule of Share-based Payment Award, Employee Stock Purchase Plan, Valuation Assumptions | The fair values of employee stock purchase rights were estimated using the Black-Scholes option pricing model at their respective grant date using the following assumptions: Nine Months Ended September 30, 2020 2019 Weighted-average grant date fair value per share $ 6.41 $ 6.61 Risk-free interest rate 0.15 % 2.43 % Dividend yield — % — % Expected life (in years) 0.51 0.50 Volatility 93.25 % 40.47 % |
Share-based Compensation, Stock Options, Activity | Number of Options Weighted-Average Exercise Price Weighted-Average Contractual Term (in years) Aggregate Intrinsic Value (in thousands) Outstanding at December 31, 2019 1,337 $ 13.05 Exercised (407) 9.08 Canceled (34) 18.89 Outstanding at September 30, 2020 896 $ 14.64 2.78 $ 7,811 Vested and expected to vest at September 30, 2020 896 $ 14.64 2.75 $ 7,810 Exercisable at September 30, 2020 739 $ 13.82 2.34 $ 7,064 |
Concentration of Credit Risk,_2
Concentration of Credit Risk, Significant Customers and Geographic Information (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Risks and Uncertainties [Abstract] | |
Schedules of Concentration of Risk, by Risk Factor | Customers comprising greater than 10% of net revenues for each of the periods presented are as follows: Three Months Ended September 30, Nine Months Ended September 30, 2020 2019 2020 2019 Percentage of total net revenue Customer A (direct) 19 % 15 % 15 % 13 % Customer B (direct) 11 % * * * Customer C (distributor) * * 11 % * Customer D (distributor) * 18 % * * ____________________________ * Represents less than 10% of total net revenue for the respective period. The following table presents balances that are 10% or greater of accounts receivable, based on the Company’s billings to its customers. September 30, December 31, 2020 2019 Percentage of gross accounts receivable Customer E (distributor) 13 % * Customer F (direct) 13 % * Customer G (distributor) * 10 % ____________________________ * Represents less than 10% of the gross accounts receivable as of the respective period end. Significant Suppliers Suppliers comprising greater than 10% of total inventory purchases are as follows: Three Months Ended September 30, Nine Months Ended September 30, 2020 2019 2020 2019 Vendor A 42 % * 27 % * Vendor B 18 % 15 % 17 % 14 % Vendor C * 23 % 11 % 16 % Vendor D * 10 % 12 % 12 % Vendor E * 16 % * 18 % |
Revenue from External Customers by Geographic Areas | The products shipped to individual countries or territories representing greater than 10% of net revenue for each of the periods presented are as follows: Three Months Ended September 30, Nine Months Ended September 30, 2020 2019 2020 2019 Percentage of total net revenue Hong Kong 44 % 44 % 45 % 45 % China 21 % * 16 % 15 % Taiwan * 17 % * * ____________________________ * Represents less than 10% of total revenue for the respective period. |
Long-lived Assets by Geographic Areas | Long-lived assets, which consists of property and equipment, net, leased right-of-use assets, intangible assets, net, and goodwill by geographic area are as follows (in thousands): September 30, December 31, 2020 2019 Amount % of total Amount % of total United States $ 427,183 73 % $ 385,302 85 % Singapore 138,525 24 % 63,556 14 % Rest of world 18,150 3 % 5,034 1 % Total $ 583,858 100 % $ 453,892 100 % |
Revenue from Contracts with C_2
Revenue from Contracts with Customers (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Revenue from Contracts with Customers [Abstract] | |
Revenue from External Customers by Products and Services | The table below presents disaggregated net revenues by market (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2020 2019 2020 2019 Connected home $ 37,816 $ 40,443 $ 99,138 $ 122,468 % of net revenue 24 % 51 % 35 % 50 % Broadband and WiFi 82,274 — 82,274 — % of net revenue 53 % — % 29 % — % Infrastructure 21,526 20,184 58,306 64,857 % of net revenue 13 % 25 % 20 % 26 % Industrial and multi-market 15,017 19,393 44,162 59,837 % of net revenue 10 % 24 % 16 % 24 % Total net revenue $ 156,633 $ 80,020 $ 283,880 $ 247,162 |
Leases (Tables)
Leases (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Leases [Abstract] | |
Lessee, Operating Lease, Liability, Maturity | The table below presents aggregate future minimum payments due under leases, reconciled to total lease liabilities included in the consolidated balance sheet as of September 30, 2020: Operating Leases (in thousands) 2020 (3 months) $ 1,668 2021 6,640 2022 4,536 2023 1,772 2024 625 Thereafter 1,622 Total minimum payments 16,863 Less: imputed interest (1,080) Less: unrealized translation loss (152) Total lease liabilities 15,631 Less: short-term lease liabilities (6,225) Long-term lease liabilities $ 9,406 |
Future Minimum Payments Under Operating Leases | The Company has subleased a facility that it ceased using in connection with a restructuring plan (Note 4). Such sublease expires in 2021. As of September 30, 2020, future minimum rental income under non-cancelable subleases is as follows: Amount (in thousands) 2020 (3 months) $ 36 2021 72 Total minimum rental income $ 108 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
Future Minimum Payments Under Other Obligations | As of September 30, 2020, future minimum payments under inventory purchase and other obligations are as follows: Inventory Purchase Obligations Other Obligations Total 2020 (3 months) $ 49,111 $ 4,233 $ 53,344 2021 7,093 16,076 23,169 2022 — 14,378 14,378 2023 — 6,830 6,830 Total minimum payments $ 56,204 $ 41,517 $ 97,721 |
Future Minimum Payments Under Inventory Purchase Obligations | As of September 30, 2020, future minimum payments under inventory purchase and other obligations are as follows: Inventory Purchase Obligations Other Obligations Total 2020 (3 months) $ 49,111 $ 4,233 $ 53,344 2021 7,093 16,076 23,169 2022 — 14,378 14,378 2023 — 6,830 6,830 Total minimum payments $ 56,204 $ 41,517 $ 97,721 |
Net Income (Loss) Per Share (De
Net Income (Loss) Per Share (Details 1) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||||||
Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Numerator: | ||||||||
Net income (loss) | $ (36,645) | $ (21,807) | $ (15,469) | $ (4,714) | $ (2,229) | $ (4,851) | $ (73,921) | $ (11,794) |
Denominator: | ||||||||
Weighted average common shares outstanding—basic (shares) | 73,402 | 71,366 | 72,729 | 70,755 | ||||
Dilutive common stock equivalents (shares) | 0 | 0 | 0 | 0 | ||||
Weighted average common shares outstanding-diluted (shares) | 73,402 | 71,366 | 72,729 | 70,755 | ||||
Net loss per share: | ||||||||
Basic (usd per share) | $ (0.50) | $ (0.07) | $ (1.02) | $ (0.17) | ||||
Diluted (usd per share) | $ (0.50) | $ (0.07) | $ (1.02) | $ (0.17) |
Net Income (Loss) Per Share (_2
Net Income (Loss) Per Share (Details Textuals) - shares shares in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Earnings Per Share [Abstract] | ||||
Common stock equivalents excluded from the calculation of diluted net income (loss) (shares) | 3.5 | 2.4 | 3.1 | 2.6 |
Business Combinations (Details)
Business Combinations (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||||||||
Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | |
Business Acquisition [Line Items] | ||||||||||
Goodwill | $ 302,576 | $ 302,576 | $ 238,330 | $ 238,330 | ||||||
Business Combination, Recognized Identifiable Assets Acquired And Liabilities Assumed, Fair Value Mark Up On Inventory | 32,900 | 32,900 | ||||||||
Business Combination, Amortization of Inventory Step-Up | $ 14,445 | $ 0 | 14,445 | $ (32,945) | ||||||
Finite-lived Intangible Assets Acquired | 81,100 | 0 | ||||||||
Indefinite-lived Intangible Assets Acquired | $ 7,200 | 0 | ||||||||
Business Acquisition, Share Price | $ 21.24 | $ 21.24 | ||||||||
Business Acquisition, Pro Forma Revenue | $ 219,419 | 181,438 | $ 508,449 | 541,067 | ||||||
Business Acquisition, Pro Forma Net Income (Loss) | $ (17,324) | $ (23,470) | $ (103,108) | $ (126,340) | ||||||
Business Acquisition, Pro Forma Earnings Per Share, Basic | $ (0.20) | $ (0.33) | $ (1.37) | $ (1.77) | ||||||
Business Acquisition, Pro Forma Earnings Per Share, Diluted | $ (0.20) | $ (0.33) | $ (1.37) | $ (1.77) | ||||||
Weighted Average Basic Shares Outstanding, Pro Forma | 74,023,000 | 72,170,000 | 73,472,000 | 71,557,000 | ||||||
Diluted (shares) | 74,023,000 | 72,170,000 | 73,472,000 | 71,557,000 | ||||||
Net revenue | $ 156,633 | $ 80,020 | $ 283,880 | $ 247,162 | ||||||
Business Acquisition, Revenue Reported by Acquired Entity for Last Annual Period | 62,786 | 101,418 | 224,569 | 293,905 | ||||||
Net income (loss) | (36,645) | $ (21,807) | $ (15,469) | (4,714) | $ (2,229) | $ (4,851) | (73,921) | (11,794) | ||
Business Acquisition Proforma, Earnings of Acquiree | (3,875) | (22,075) | (63,882) | (75,994) | ||||||
Business Acquisition Proforma Depreciation of Property, Plant and Equipment | 2,101 | 934 | 4,358 | 948 | ||||||
Business Acquisition Proforma Amortization of Intangible Assets | 1,615 | 3,923 | 10,119 | 11,369 | ||||||
Business Combination, Transaction Costs | 7,471 | 0 | 12,803 | (12,803) | ||||||
Business Acquisition Pro-Forma Interest Expense | (571) | (2,120) | (6,202) | (6,488) | ||||||
Business Acquisition Pro Forma Other Expenses | 82 | 324 | 1,867 | 2,287 | ||||||
Business Acquisition Proforma Acquisitions Tax Provision | 762 | 258 | 14 | (920) | ||||||
Business Combination ProForma Nonrecurring Adjustment | 34,500 | |||||||||
Business Combination, Pro Forma Information, Revenue of Acquiree since Acquisition Date, Actual | 82,500 | 82,500 | ||||||||
Business Combination, Pro Forma Information, Gross Profit of Acquiree since Acquisition Date, Actual | 41,800 | 41,800 | ||||||||
Business Combination ProForma Nonrecurring Adjustment, Actual | 15,800 | 15,800 | ||||||||
Business Combination, Acquisition Related Costs | 7,500 | 12,800 | ||||||||
Order or Production Backlog | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Business Acquisition Proforma Amortization of Intangible Assets | 400 | 1,600 | ||||||||
Inventory step-up [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Business Combination, Amortization of Inventory Step-Up | 32,900 | |||||||||
Nonrecurring Adjustment [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Business Acquisition, Pro Forma Net Income (Loss) | (14,615) | $ (23,470) | (100,399) | $ (126,340) | ||||||
Term A | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Long-term Debt, Gross | 175,000 | 175,000 | $ 0 | |||||||
WiFi and Broadband assets business [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Business Combination, Consideration Transferred | 150,000 | |||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Inventory | 67,100 | 67,100 | ||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Property, Plant, and Equipment | 17,641 | 17,641 | ||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Liabilities | 68 | 68 | ||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Liabilities, Other | 7,916 | 7,916 | ||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Noncurrent Liabilities, Other | 8,197 | 8,197 | ||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net | 126,560 | 126,560 | ||||||||
Goodwill | 23,440 | 23,440 | ||||||||
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net | 150,000 | 150,000 | ||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill | 58,000 | $ 58,000 | ||||||||
Business Combination, Separately Recognized Transactions, Description | 25.0 million | |||||||||
Finite-lived Intangible Assets Acquired | $ 50,800 | |||||||||
WiFi and Broadband assets business [Member] | In Process Research and Development [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Indefinite-lived Intangible Assets Acquired | $ 7,200 | |||||||||
WiFi and Broadband assets business [Member] | Developed technology | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 7 years | |||||||||
WiFi and Broadband assets business [Member] | Customer-Related Intangible Assets | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Finite-lived Intangible Assets Acquired | $ 6,800 | |||||||||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 5 years | |||||||||
WiFi and Broadband assets business [Member] | Order or Production Backlog | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Finite-lived Intangible Assets Acquired | $ 800 | |||||||||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 6 months 29 days | |||||||||
WiFi and Broadband assets business [Member] | Technology-Based Intangible Assets | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Finite-lived Intangible Assets Acquired | $ 43,200 | |||||||||
NanoSemi, Inc. [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Business Combination, Consideration Transferred | 64,980 | |||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Property, Plant, and Equipment | 177 | 177 | ||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Noncurrent Liabilities, Other | 6,363 | 6,363 | ||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net | 24,174 | 24,174 | ||||||||
Goodwill | 40,806 | 40,806 | ||||||||
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net | 64,980 | 64,980 | ||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Other Noncurrent Assets | 1,805 | 1,805 | ||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill | 30,300 | 30,300 | ||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Liabilities, Accounts Payable | (602) | (602) | ||||||||
Business Combination, Recognized Identifiable Asset Acquired and Liability Assumed, Lease Obligation | (1,546) | (1,546) | ||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Assets, Receivables | 175 | 175 | ||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Assets, Prepaid Expense and Other Assets | 774 | 774 | ||||||||
Business Combination, Consideration Transferred, Equity Interests Issued and Issuable | 17,080 | |||||||||
Business Combination, Consideration Transferred, Liabilities Incurred | $ 34,100 | |||||||||
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares | 804,163 | |||||||||
NanoSemi, Inc. [Member] | Contingent Consideration - NanoSemi | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Business Combination, Consideration Transferred, Liabilities Incurred | $ 3,800 | |||||||||
NanoSemi, Inc. [Member] | Accrued Liabilities | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Liabilities, Other | 323 | 323 | ||||||||
NanoSemi, Inc. [Member] | Accrued Compensation | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Liabilities, Other | $ 223 | 223 | ||||||||
NanoSemi, Inc. [Member] | Cash [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Business Combination, Consideration Transferred | 10,000 | |||||||||
NanoSemi, Inc. [Member] | Deferred payment of consideration in business acquisition [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Business Combination, Consideration Transferred | 35,000 | |||||||||
NanoSemi, Inc. [Member] | Contingent Consideration - NanoSemi | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Business Combination, Consideration Transferred | $ 35,000 | |||||||||
NanoSemi, Inc. [Member] | Developed technology | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 7 years | |||||||||
NanoSemi, Inc. [Member] | Customer-Related Intangible Assets | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Finite-lived Intangible Assets Acquired | $ 3,000 | |||||||||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 5 years | |||||||||
NanoSemi, Inc. [Member] | Order or Production Backlog | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Finite-lived Intangible Assets Acquired | $ 1,700 | |||||||||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 5 years 3 months 29 days | |||||||||
NanoSemi, Inc. [Member] | Technology-Based Intangible Assets | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Finite-lived Intangible Assets Acquired | $ 24,400 | |||||||||
NanoSemi, Inc. [Member] | Trademarks and Trade Names | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Finite-lived Intangible Assets Acquired | $ 1,200 | |||||||||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 7 years |
Restructuring Activity (Details
Restructuring Activity (Details 1) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring charges | $ 3,280 | $ 144 | $ 3,833 | $ 2,477 |
One-time Termination Benefits [Member] | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring charges | 1,523 | 125 | 1,620 | 999 |
Facility Closing [Member] | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring charges | 1,723 | 0 | 1,998 | 1,301 |
Other Restructuring [Member] | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring charges | $ 34 | $ 19 | $ 215 | $ 177 |
Restructuring Activities (Detai
Restructuring Activities (Details Textuals) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2020 | Sep. 30, 2019 | |
Impairment of leasehold improvements | $ 319 | $ 1,442 | |
Gain on extinguishment of lease liabilities | 0 | (2,880) | |
Terminated Lease [Domain] | |||
Impairment of leased right-of-use assets | $ 1,500 | $ 1,500 | $ 2,200 |
Restructuring Activity (Detai_2
Restructuring Activity (Details 2) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Restructuring Reserve [Roll Forward] | ||||
Restructuring Reserve | $ (837) | |||
Restructuring Charges | $ 3,280 | $ 144 | 3,833 | $ 2,477 |
Payments for Restructuring | (465) | |||
Restructuring Reserve, Settled without Cash | 1,822 | |||
Restructuring Reserve | (6,027) | (6,027) | ||
One-time Termination Benefits [Member] | ||||
Restructuring Reserve [Roll Forward] | ||||
Restructuring Reserve | 0 | |||
Restructuring Charges | 1,523 | 125 | 1,620 | 999 |
Payments for Restructuring | (188) | |||
Restructuring Reserve, Settled without Cash | 3,819 | |||
Restructuring Reserve | (5,251) | (5,251) | ||
Facility Closing [Member] | ||||
Restructuring Reserve [Roll Forward] | ||||
Restructuring Reserve | (818) | |||
Restructuring Charges | 1,723 | 0 | 1,998 | 1,301 |
Restructuring Reserve | (771) | (771) | ||
Other Restructuring [Member] | ||||
Restructuring Reserve [Roll Forward] | ||||
Restructuring Reserve | (19) | |||
Restructuring Charges | 34 | $ 19 | 215 | $ 177 |
Payments for Restructuring | (39) | |||
Restructuring Reserve, Settled without Cash | 190 | |||
Restructuring Reserve | (5) | (5) | ||
Lease Related Impairment [Member] | ||||
Restructuring Reserve [Roll Forward] | ||||
Restructuring Charges | 1,998 | |||
Payments for Restructuring | (238) | |||
Restructuring Reserve, Settled without Cash | 1,807 | |||
Restructuring - Short term [Domain] | ||||
Restructuring Reserve [Roll Forward] | ||||
Restructuring Reserve | (5,596) | (5,596) | ||
Restructuring - Short term [Domain] | One-time Termination Benefits [Member] | ||||
Restructuring Reserve [Roll Forward] | ||||
Restructuring Reserve | (5,251) | (5,251) | ||
Restructuring - Short term [Domain] | Facility Closing [Member] | ||||
Restructuring Reserve [Roll Forward] | ||||
Restructuring Reserve | (340) | (340) | ||
Restructuring - Short term [Domain] | Other Restructuring [Member] | ||||
Restructuring Reserve [Roll Forward] | ||||
Restructuring Reserve | (5) | (5) | ||
Restructuring - Long term [Domain] | ||||
Restructuring Reserve [Roll Forward] | ||||
Restructuring Reserve | (431) | (431) | ||
Restructuring - Long term [Domain] | One-time Termination Benefits [Member] | ||||
Restructuring Reserve [Roll Forward] | ||||
Restructuring Reserve | 0 | 0 | ||
Restructuring - Long term [Domain] | Facility Closing [Member] | ||||
Restructuring Reserve [Roll Forward] | ||||
Restructuring Reserve | (431) | (431) | ||
Restructuring - Long term [Domain] | Other Restructuring [Member] | ||||
Restructuring Reserve [Roll Forward] | ||||
Restructuring Reserve | $ 0 | $ 0 |
Goodwill and Intangibles Asse_2
Goodwill and Intangibles Assets (Details 1) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||||||
Goodwill, Period Increase (Decrease) | $ 64,246 | $ 0 | ||||
Goodwill impairment | $ 0 | $ 0 | 0 | $ 0 | ||
Goodwill | $ 302,576 | $ 302,576 | $ 238,330 | $ 238,330 |
Goodwill and Intangibles Asse_3
Goodwill and Intangibles Assets (Details 2) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | |
Finite-Lived Intangible Assets [Line Items] | ||||||
Weighted Average Useful Life (in Years) | 6 years 2 months 12 days | |||||
Gross Carrying Amount | $ 462,919 | $ 462,919 | $ 381,517 | |||
Accumulated Amortization | (237,971) | (237,971) | (193,546) | |||
Net Carrying Amount | 224,948 | $ 199,317 | 224,948 | $ 199,317 | 187,971 | $ 240,500 |
Amortization | 15,968 | 14,211 | 44,425 | 42,769 | ||
Cost of net revenue | ||||||
Finite-Lived Intangible Assets [Line Items] | ||||||
Amortization | 9,910 | 8,487 | 27,093 | 25,410 | ||
Research and development | ||||||
Finite-Lived Intangible Assets [Line Items] | ||||||
Amortization | 2 | 1 | 4 | 47 | ||
Selling, general and administrative | ||||||
Finite-Lived Intangible Assets [Line Items] | ||||||
Amortization | 6,056 | $ 5,723 | $ 17,328 | $ 17,312 | ||
Licensed technology | ||||||
Finite-Lived Intangible Assets [Line Items] | ||||||
Weighted Average Useful Life (in Years) | 3 years 8 months 12 days | |||||
Gross Carrying Amount | 2,458 | $ 2,458 | 2,156 | |||
Accumulated Amortization | (1,890) | (1,890) | (1,583) | |||
Net Carrying Amount | 568 | $ 568 | 573 | |||
Developed technology | ||||||
Finite-Lived Intangible Assets [Line Items] | ||||||
Weighted Average Useful Life (in Years) | 6 years 10 months 24 days | |||||
Gross Carrying Amount | 310,961 | $ 310,961 | 243,361 | |||
Accumulated Amortization | (135,585) | (135,585) | (108,522) | |||
Net Carrying Amount | 175,376 | $ 175,376 | 134,839 | |||
Trademarks and trade names | ||||||
Finite-Lived Intangible Assets [Line Items] | ||||||
Weighted Average Useful Life (in Years) | 6 years 8 months 12 days | |||||
Gross Carrying Amount | 15,000 | $ 15,000 | 13,800 | |||
Accumulated Amortization | (8,220) | (8,220) | (6,511) | |||
Net Carrying Amount | 6,780 | $ 6,780 | 7,289 | |||
Customer relationships | ||||||
Finite-Lived Intangible Assets [Line Items] | ||||||
Weighted Average Useful Life (in Years) | 4 years 7 months 6 days | |||||
Gross Carrying Amount | 130,900 | $ 130,900 | 121,100 | |||
Accumulated Amortization | (90,882) | (90,882) | (75,847) | |||
Net Carrying Amount | 40,018 | $ 40,018 | 45,253 | |||
Non-compete covenants | ||||||
Finite-Lived Intangible Assets [Line Items] | ||||||
Weighted Average Useful Life (in Years) | 3 years | |||||
Gross Carrying Amount | 1,100 | $ 1,100 | 1,100 | |||
Accumulated Amortization | (1,100) | (1,100) | (1,083) | |||
Net Carrying Amount | 0 | $ 0 | 17 | |||
Order or Production Backlog | ||||||
Finite-Lived Intangible Assets [Line Items] | ||||||
Weighted Average Useful Life (in Years) | 3 years 9 months 18 days | |||||
Gross Carrying Amount | 2,500 | $ 2,500 | 0 | |||
Accumulated Amortization | (294) | (294) | 0 | |||
Net Carrying Amount | $ 2,206 | $ 2,206 | $ 0 |
Goodwill and Intangibles Asse_4
Goodwill and Intangibles Assets (Details 3) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Finite-lived Intangible Assets [Roll Forward] | ||||
Beginning balance | $ 187,971 | $ 240,500 | ||
Payments to Acquire Intangible Assets | 388 | 86 | ||
Intangible Assets, Transfer from IPRD to Developed Tech | 0 | 1,500 | ||
Amortization | $ (15,968) | $ (14,211) | (44,425) | (42,769) |
Impairment of Intangible Assets, Finite-lived | 0 | 0 | (86) | 0 |
Ending balance | $ 224,948 | $ 199,317 | 224,948 | 199,317 |
Finite-lived Intangible Assets Acquired | $ 81,100 | $ 0 |
Goodwill and Intangibles Asse_5
Goodwill and Intangibles Assets (Details 4) - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Dec. 31, 2018 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||||
2020 (3 months) | $ 17,596 | |||
2021 | 68,918 | |||
2022 | 50,322 | |||
2023 | 37,879 | |||
2024 | 21,900 | |||
Thereafter | 28,333 | |||
Net Carrying Amount | $ 224,948 | $ 187,971 | $ 199,317 | $ 240,500 |
Goodwill and Intangibles Asse_6
Goodwill and Intangibles Assets (Details Textuals) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Impairment of Intangible Assets, Finite-lived | $ 0 | $ 0 | $ 86 | $ 0 |
Other Indefinite-lived Intangible Assets, Beginning | 0 | 4,400 | ||
Intangible Assets, Transfer from IPRD to Developed Tech | 0 | (1,500) | ||
Other Indefinite-lived Intangible Assets, Ending | 7,200 | 2,900 | 7,200 | 2,900 |
Indefinite-lived Intangible Assets Acquired | 7,200 | 0 | ||
Impairment of Intangible Assets, Indefinite-lived (Excluding Goodwill) | $ 0 | $ 0 | $ 0 | $ 0 |
Financial Instruments (Details
Financial Instruments (Details 1) - USD ($) | Sep. 30, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Dec. 31, 2018 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Derivative Asset | $ 12,000 | $ 1,623,000 | ||
Derivative Liability | $ 8,000 | $ 37,000 |
Financial Instruments (Detail_2
Financial Instruments (Details 2) - USD ($) | Sep. 30, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Dec. 31, 2018 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Derivative Asset | $ 12,000 | $ 1,623,000 | ||
Derivative Liability | $ 8,000 | $ 37,000 | ||
Fair Value, Inputs, Level 2 [Member] | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Derivative Liability | 8,000 | 37,000 | ||
Fair Value, Recurring [Member] | Fair Value, Inputs, Level 2 [Member] | Derivative Financial Instruments, Assets [Member] | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Derivative Liability | $ 10,000 | $ 40,000 |
Financial Instruments (Detail_3
Financial Instruments (Details 3) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | |
Fair Value Disclosures [Abstract] | |||||
Fair Value, Assets, Level 2 to Level 1 Transfers, Amount | $ 0 | $ 0 | $ 0 | $ 0 | |
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Roll Forward] | |||||
Derivative Asset | 1,623,000 | ||||
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Inputs Reconciliation, Gain (Loss) Included in Other Comprehensive Income (Loss) | 100,000 | (200,000) | 29,000 | (1,611,000) | |
Derivative Asset | $ 12,000 | $ 12,000 | |||
Derivative Liability | $ 8,000 | $ 8,000 | $ 37,000 |
Financial Instruments - Additio
Financial Instruments - Additional Information (Details Textuals) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Fair Value Disclosures [Abstract] | ||||
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Inputs Reconciliation, Gain (Loss) Included in Other Comprehensive Income (Loss) | $ 100,000 | $ (200,000) | $ 29,000 | $ (1,611,000) |
Fair Value, Assets, Level 2 to Level 1 Transfers, Amount | $ 0 | $ 0 | $ 0 | $ 0 |
Balance Sheet Details - Cash an
Balance Sheet Details - Cash and Investments (Details 1) - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 |
Balance Sheet Related Disclosures [Abstract] | ||
Cash and cash equivalents | $ 96,570 | $ 92,708 |
Short-term restricted cash | 111 | 349 |
Long-term restricted cash | 61 | 60 |
Total cash, cash equivalents and restricted cash | 96,742 | 93,117 |
Money Market Funds, at Carrying Value | 21,400 | 20,400 |
Restricted cash | $ 200 | $ 400 |
Balance Sheet Details - Invento
Balance Sheet Details - Inventory (Details 2) - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 |
Balance Sheet Related Disclosures [Abstract] | ||
Work-in-process | $ 48,023 | $ 14,525 |
Finished goods | 56,448 | 16,985 |
Inventory | $ 104,471 | $ 31,510 |
Balance Sheet Details - Prepaid
Balance Sheet Details - Prepaids and Other Current Assets (Details) - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 |
Balance Sheet Related Disclosures [Abstract] | ||
Prepaid Expense, Current | $ 4,898 | $ 3,366 |
Other Receivables | 28,960 | 0 |
Other Assets, Current | 9,688 | 3,426 |
Prepaid expenses and other current assets | 43,546 | $ 6,792 |
Nontrade Receivables | 24,700 | |
Other Assets, Miscellaneous, Current | $ 4,200 |
Balance Sheet Details - Propert
Balance Sheet Details - Property and Equipment (Details 3) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | |
Property, Plant and Equipment [Line Items] | |||||
Property and equipment, gross | $ 102,629 | $ 102,629 | $ 75,956 | ||
Less accumulated depreciation and amortization | (65,371) | (65,371) | (59,343) | ||
Property and equipment, net | 37,258 | 37,258 | 16,613 | ||
Depreciation | 3,600 | $ 1,700 | $ 6,900 | $ 5,600 | |
Furniture and fixtures | |||||
Property, Plant and Equipment [Line Items] | |||||
Useful life | 5 years | ||||
Property and equipment, gross | 2,517 | $ 2,517 | 2,199 | ||
Machinery and equipment | |||||
Property, Plant and Equipment [Line Items] | |||||
Property and equipment, gross | 54,194 | $ 54,194 | 35,660 | ||
Machinery and equipment | Minimum | |||||
Property, Plant and Equipment [Line Items] | |||||
Useful life | 3 years | ||||
Machinery and equipment | Maximum | |||||
Property, Plant and Equipment [Line Items] | |||||
Useful life | 5 years | ||||
Masks and production equipment | |||||
Property, Plant and Equipment [Line Items] | |||||
Property and equipment, gross | 19,228 | $ 19,228 | 15,209 | ||
Masks and production equipment | Minimum | |||||
Property, Plant and Equipment [Line Items] | |||||
Useful life | 2 years | ||||
Masks and production equipment | Maximum | |||||
Property, Plant and Equipment [Line Items] | |||||
Useful life | 5 years | ||||
Software | |||||
Property, Plant and Equipment [Line Items] | |||||
Useful life | 3 years | ||||
Property and equipment, gross | 6,867 | $ 6,867 | 5,956 | ||
Leasehold improvements | |||||
Property, Plant and Equipment [Line Items] | |||||
Property and equipment, gross | 16,687 | $ 16,687 | 16,186 | ||
Leasehold improvements | Minimum | |||||
Property, Plant and Equipment [Line Items] | |||||
Useful life | 1 year | ||||
Leasehold improvements | Maximum | |||||
Property, Plant and Equipment [Line Items] | |||||
Useful life | 5 years | ||||
Construction in progress | |||||
Property, Plant and Equipment [Line Items] | |||||
Property and equipment, gross | $ 3,136 | $ 3,136 | $ 746 |
Balance Sheet Details- Accrued
Balance Sheet Details- Accrued Price Protection Liability (Details 5) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2019 | |
Accrued Price Protection Rebate Activity [Roll Forward] | ||
Beginning balance | $ 12,557 | $ 16,454 |
Charged as a reduction of revenue | 17,358 | 19,884 |
Reversal of unclaimed rebates | (159) | (719) |
Payments | (11,722) | (21,998) |
Ending balance | $ 18,034 | $ 13,621 |
Balance Sheet Details - Accrued
Balance Sheet Details - Accrued Expenses (Details 6) - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 |
Capitalized Contract Cost [Line Items] | ||
Accrued technology license payments | $ 5,969 | $ 4,500 |
Accrued professional fees | 7,181 | 861 |
Accrued engineering and production costs | 12,027 | 4,491 |
Accrued restructuring | 5,596 | 294 |
Accrued royalty | 1,003 | 923 |
Short-term lease liabilities | 6,225 | 4,810 |
Long-term Debt, Current Maturities | 7,785 | 0 |
Accrued customer credits | 2,590 | 832 |
Income tax liability | 684 | 65 |
Customer contract liabilities | 14 | 107 |
Other | 7,780 | 4,496 |
Total | 104,723 | 31,171 |
Deferred purchase price payments | 34,100 | 0 |
Reduction in Transaction Price [Member] | ||
Capitalized Contract Cost [Line Items] | ||
Accrued obligations to customers | 12,137 | 8,382 |
Sales Returns and Allowances [Member] | ||
Capitalized Contract Cost [Line Items] | ||
Accrued obligations to customers for stock rotation rights | $ 1,632 | $ 1,410 |
Balance Sheet Details Balance S
Balance Sheet Details Balance Sheet Details - AOCI (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 29 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Mar. 31, 2020 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||
Accumulated Other Comprehensive Income (Loss), Net of Tax, Beginning | $ (887) | ||||
Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Gain (Loss) Arising During Period, Net of Tax | $ 700 | $ (600) | 415 | $ (167) | |
Other Comprehensive Income (Loss), Unrealized Gain (Loss) on Derivatives Arising During Period, Net of Tax | 60 | (162) | 22 | (1,273) | $ (10) |
Other Comprehensive Income (Loss), Net of Tax, Portion Attributable to Parent | 760 | $ (762) | 437 | $ (1,440) | |
Accumulated Other Comprehensive Income (Loss), Net of Tax, Ending | (450) | (450) | |||
Accumulated Foreign Currency Adjustment Attributable to Parent [Member] | |||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||
Accumulated Other Comprehensive Income (Loss), Net of Tax, Beginning | (747) | ||||
Accumulated Other Comprehensive Income (Loss), Net of Tax, Ending | (332) | (332) | |||
Accumulated Net Gain (Loss) from Cash Flow Hedges Attributable to Parent [Member] | |||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||
Accumulated Other Comprehensive Income (Loss), Net of Tax, Beginning | (140) | ||||
Accumulated Other Comprehensive Income (Loss), Net of Tax, Ending | $ (118) | $ (118) |
Debt and Interest Rate Swap (De
Debt and Interest Rate Swap (Details) - USD ($) | 3 Months Ended | 9 Months Ended | 29 Months Ended | 35 Months Ended | ||||||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Mar. 31, 2020 | Mar. 31, 2020 | Jul. 31, 2020 | Dec. 31, 2019 | Nov. 03, 2017 | May 12, 2017 | |
Debt Instrument [Line Items] | ||||||||||
Long-Term Debt, Maturity, Remainder of Fiscal Year | $ 2,188,000 | $ 2,188,000 | ||||||||
Long-Term Debt, Maturity, Year One | 10,937,000 | 10,937,000 | ||||||||
Long-Term Debt, Maturity, Year Two | 19,688,000 | 19,688,000 | ||||||||
Long-Term Debt, Maturity, Year Three | 142,187,000 | 142,187,000 | ||||||||
Long-Term Debt, Maturity, Year Four | 212,000,000 | 212,000,000 | ||||||||
Long-term Debt, Current Maturities | (8,750,000) | (8,750,000) | ||||||||
Debt Instrument, Unamortized Discount | $ (2,100,000) | |||||||||
Long-term Debt | 378,250,000 | 378,250,000 | ||||||||
Long-term Debt, Current Maturities | 7,785,000 | 7,785,000 | $ 0 | |||||||
Long-term Debt, Excluding Current Maturities | 372,457,000 | 372,457,000 | $ 206,909,000 | |||||||
Line of Credit Facility, Incremental Borrowing Capacity | $ 160,000,000 | $ 160,000,000 | ||||||||
Debt Instrument, Frequency of Periodic Payment | quarterly installments | |||||||||
Debt Instrument, Call Feature | 1.0% soft call premium | |||||||||
Repayments of Debt | $ 213,000,000 | |||||||||
Document Period End Date | Sep. 30, 2020 | |||||||||
Debt Instrument, Interest Rate, Effective Percentage | 4.30% | 4.30% | 4.90% | 4.60% | ||||||
Long-term Debt, Fair Value | $ 390,600,000 | $ 390,600,000 | $ 214,600,000 | $ 398,500,000 | ||||||
Debt Issuance Costs, Gross | 6,000,000 | |||||||||
Amortization of debt issuance costs and accretion of discount on debt and leases | $ 500,000 | $ 300,000 | $ 1,000,000 | $ 900,000 | ||||||
Derivative, Fixed Interest Rate | 4.25% | 4.25% | 1.74685% | |||||||
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Inputs Reconciliation, Gain (Loss) Included in Other Comprehensive Income (Loss) | $ 100,000 | (200,000) | $ 29,000 | (1,611,000) | ||||||
Other Comprehensive Income (Loss), Unrealized Gain (Loss) on Derivatives Arising During Period, Net of Tax | 60,000 | $ (162,000) | 22,000 | $ (1,273,000) | $ (10,000) | |||||
Derivative Liability | 8,000 | $ 8,000 | 37,000 | |||||||
Debt Instrument, Covenant Description | The Incremental Term Loan is subject to a financial covenant of an initial maximum total net leverage ratio of 3.5 to 1 which decreases to 3.0 to 1 beginning with the sixth full fiscal quarter ending after July 31, 2020. During any period during which the Company (i) fails to maintain a public corporate rating from S&P that is equal to or higher than BB- and a public corporate rating from Moody's that is equal to or higher than Ba3 or (ii) fails to maintain a total leverage ratio of 3.0 to 1 or less, the applicable margin will increase to 4.75% in the case of LIBOR Rate loans and 3.75% in the case of Base Rate loans. | |||||||||
Base Rate [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt Instrument, Interest Rate Terms | a base rate | |||||||||
Fed Funds Effective Rate Overnight Index Swap Rate [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt Instrument, Interest Rate Terms | the federal funds rate, plus 0.50% | |||||||||
Prime Rate [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt Instrument, Interest Rate Terms | prime rate | |||||||||
One, Two, Or Three Month London Interbank Offered Rate (LIBOR) [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt Instrument, Interest Rate Terms | an adjusted LIBOR rate determined on the basis of a one- three- or six-month interest period, plus 1.0% | |||||||||
London Interbank Offered Rate (LIBOR) Subject to Floor [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt Instrument, Interest Rate Terms | adjusted LIBOR rate, subject to a floor of 0.75% | |||||||||
London Interbank Offered Rate (LIBOR) [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt Instrument, Basis Spread on Variable Rate | 2.50% | |||||||||
Medium-term Notes [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Long-term Debt, Gross | 387,000,000 | $ 387,000,000 | 212,000,000 | $ 425,000,000 | ||||||
Debt Instrument, Unamortized Discount | (1,923,000) | (1,923,000) | (1,328,000) | |||||||
Debt Issuance Costs, Net | (4,835,000) | (4,835,000) | (3,763,000) | |||||||
Long-term Debt | 380,242,000 | 380,242,000 | 206,909,000 | |||||||
Long-term Debt, Current Maturities | 7,785,000 | 7,785,000 | 0 | |||||||
Long-term Debt, Excluding Current Maturities | 372,457,000 | 372,457,000 | 206,909,000 | |||||||
Term A Loan [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt Instrument, Unamortized Discount | $ (900,000) | |||||||||
Debt Instrument, Interest Rate, Effective Percentage | 3.20% | |||||||||
Long-term Debt, Fair Value | $ 181,100,000 | |||||||||
Debt Issuance Costs, Gross | $ 1,800,000 | |||||||||
Term B | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Long-term Debt, Gross | $ 212,000,000 | $ 212,000,000 | 212,000,000 | |||||||
Debt Instrument, Quarterly Amortization Rate | 0.25% | 0.25% | ||||||||
Term B | Base Rate [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt Instrument, Basis Spread on Variable Rate | 1.50% | |||||||||
Term B | London Interbank Offered Rate (LIBOR) Subject to Floor [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt Instrument, Basis Spread on Variable Rate | 2.50% | |||||||||
Term A | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Long-term Debt, Gross | $ 175,000,000 | $ 175,000,000 | 0 | |||||||
Term A | Debt amortization period 1 [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt Instrument, Quarterly Amortization Rate | 1.25% | 1.25% | ||||||||
Term A | Debt amortization, period 2 [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt Instrument, Quarterly Amortization Rate | 2.50% | 2.50% | ||||||||
Term A | Debt amortization period 3 [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt Instrument, Quarterly Amortization Rate | 3.75% | 3.75% | ||||||||
Term A | Base Rate [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt Instrument, Basis Spread on Variable Rate | 3.25% | |||||||||
Term A | London Interbank Offered Rate (LIBOR) Subject to Floor [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt Instrument, Basis Spread on Variable Rate | 4.25% | |||||||||
Fair Value, Inputs, Level 2 [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Derivative Liability | $ 8,000 | $ 8,000 | 37,000 | |||||||
Fair Value, Inputs, Level 2 [Member] | Fair Value, Recurring [Member] | Derivative Financial Instruments, Assets [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Derivative Liability | $ 10,000 | $ 10,000 | $ 40,000 |
Stock-Based Compensation and _3
Stock-Based Compensation and Employee Benefit Plans - Additional Information (Details Textuals) $ / shares in Units, $ in Millions | 9 Months Ended |
Sep. 30, 2020USD ($)$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Outstanding, Weighted Average Remaining Contractual Term | 1 year 8 months 19 days |
Share-based Payment Arrangement, Nonvested Award, Option, Cost Not yet Recognized, Amount | $ 1.2 |
Employee Stock Purchase Plans, Weighted Average Purchase Price of Shares Purchased | $ / shares | $ 13.29 |
Equity Incentive Plan [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Available for Grant | shares | 15,096,411 |
ESPP [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Available for Grant | shares | 3,490,155 |
Restricted Stock Unit and Restricted Stock Award [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Share-based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Amount | $ 86 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Outstanding, Weighted Average Remaining Contractual Term | 2 years 11 months 15 days |
Share-based Payment Arrangement, Option [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Outstanding, Weighted Average Remaining Contractual Term | 2 years 9 months |
Performance Shares [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Share-based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Amount | $ 14.9 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Outstanding, Weighted Average Remaining Contractual Term | 1 year 7 months 24 days |
Stock-Based Compensation and _4
Stock-Based Compensation and Employee Benefit Plans - Expense by Type (Details 1) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based Payment Arrangement, Expense | $ 14,145 | $ 8,359 | $ 33,057 | $ 24,413 |
Cost of net revenue | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based Payment Arrangement, Expense | 143 | 151 | 417 | 428 |
Research and development | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based Payment Arrangement, Expense | 6,056 | 4,155 | 14,842 | 12,690 |
Selling, general and administrative | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based Payment Arrangement, Expense | 7,350 | 4,053 | 17,202 | 11,295 |
Restructuring - Short term [Domain] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based Payment Arrangement, Expense | $ 596 | $ 0 | $ 596 | $ 0 |
Stock-Based Compensation and _5
Stock-Based Compensation and Employee Benefit Plans - Awards (Details 2) $ / shares in Units, shares in Thousands, $ in Millions | 9 Months Ended |
Sep. 30, 2020USD ($)$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Vesting Percentage Relative To net sales | 60.00% |
Vesting Percentage Relative To earnings per share | 40.00% |
Restricted Stock Unit and Restricted Stock Award [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Share-based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Amount | $ | $ 86 |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | |
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Outstanding, Number | shares | 2,924 |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period | shares | 4,350 |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period | shares | (1,005) |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Forfeited in Period | shares | (373) |
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Outstanding, Number | shares | 5,896 |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract] | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Grant Date Fair Value | $ / shares | $ 21.72 |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period, Weighted Average Grant Date Fair Value | $ / shares | 18.50 |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period, Weighted Average Grant Date Fair Value | $ / shares | 20.09 |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Forfeitures, Weighted Average Grant Date Fair Value | $ / shares | 18.10 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Grant Date Fair Value | $ / shares | $ 19.85 |
Performance Shares [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Share-based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Amount | $ | $ 14.9 |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | |
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Outstanding, Number | shares | 445 |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period | shares | 1,416 |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period | shares | (21) |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Forfeited in Period | shares | (118) |
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Outstanding, Number | shares | 1,722 |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract] | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Grant Date Fair Value | $ / shares | $ 22.21 |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period, Weighted Average Grant Date Fair Value | $ / shares | 11.67 |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period, Weighted Average Grant Date Fair Value | $ / shares | 22.21 |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Forfeitures, Weighted Average Grant Date Fair Value | $ / shares | 15.98 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Grant Date Fair Value | $ / shares | $ 13.97 |
Share-based Payment Arrangement, Tranche One [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Performance Based Compensation, Shares Awarded as a Percentage of Grants, Peer Group Based | 250.00% |
Share-based Payment Arrangement, Tranche One [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Performance Based Compensation, Shares Awarded as a Percentage of Grants, Peer Group Based | 30.00% |
Share-based Payment Arrangement, Tranche Two [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Performance Based Compensation, Shares Awarded as a Percentage of Grants, Peer Group Based | 100.00% |
Stock-Based Compensation and _6
Stock-Based Compensation and Employee Benefit Plans - ESPP (Details 3) - $ / shares | 9 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2019 | |
Employee Stock Purchase Plans, Weighted Average Purchase Price of Shares Purchased | $ 13.29 | |
ESPP [Member] | ||
Stock Issued During Period, Shares, Employee Stock Purchase Plans | (161,171) | |
Employee Stock [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value | $ 6.41 | $ 6.61 |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Risk Free Interest Rate | 0.15% | 2.43% |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Dividend Rate | 0.00% | 0.00% |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Term | 6 months 3 days | 6 months |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Volatility Rate | 93.25% | 40.47% |
Stock-Based Compensation and _7
Stock-Based Compensation and Employee Benefit Plans - Stock Options (Details 4) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Mar. 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price [Abstract] | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period, Intrinsic Value | $ 200 | $ 1,400 | $ 3,400 | $ 21,500 | |
Proceeds from Stock Options Exercised | 600 | 300 | 3,300 | 4,000 | |
Share-based Payment Arrangement, Expense, Tax Benefit | 400 | $ 200 | 3,600 | $ 19,500 | |
Shares Issued upon Settlement of Employee Bonus Plan | 200 | ||||
Accrued Bonuses | $ 16,500 | $ 16,500 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Outstanding, Weighted Average Remaining Contractual Term | 1 year 8 months 19 days | ||||
Share-based Payment Arrangement, Option [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number | 1,337 | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period | (407) | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Nonvested Options Forfeited, Number of Shares | (34) | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number | 896 | 896 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Exercisable, Number | 896 | 896 | |||
Share-based Payment Arrangement, Option, Exercise Price Range, Shares Exercisable | 739 | 739 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price [Abstract] | |||||
Share-based Payment Arrangement, Option, Exercise Price Range, Outstanding, Weighted Average Exercise Price | $ 13.05 | ||||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Exercises in Period, Weighted Average Exercise Price | 9.08 | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Forfeitures and Expirations in Period, Weighted Average Exercise Price | 18.89 | ||||
Share-based Payment Arrangement, Option, Exercise Price Range, Outstanding, Weighted Average Exercise Price | $ 14.64 | 14.64 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Outstanding, Weighted Average Exercise Price | 14.64 | 14.64 | |||
Share-based Payment Arrangement, Option, Exercise Price Range, Exercisable, Weighted Average Exercise Price | $ 13.82 | $ 13.82 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 0 | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Remaining Contractual Term | 2 years 9 months 10 days | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Outstanding, Weighted Average Remaining Contractual Term | 2 years 9 months | ||||
Share-based Payment Arrangement, Option, Exercise Price Range, Exercisable, Weighted Average Remaining Contractual Term | 2 years 4 months 2 days | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Intrinsic Value | $ 7,811 | $ 7,811 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Outstanding, Aggregate Intrinsic Value | 7,810 | 7,810 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Intrinsic Value | $ 7,064 | $ 7,064 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Valuation Allowance [Line Items] | ||||
Income tax benefit | $ (2,191) | $ (26) | $ (12,128) | $ (9,901) |
Unrecognized Tax Benefits, Period Increase (Decrease) | 100 | |||
Unrecognized Tax Benefits, Interest on Income Taxes Accrued | 600 | 600 | ||
Unrecognized Tax Benefits, Income Tax Penalties Accrued | $ 100 | $ 100 | ||
Latest Tax Year [Member] | ||||
Valuation Allowance [Line Items] | ||||
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent | 21.00% | |||
Pre Tax Reform Tax Rate Member [Member] | ||||
Valuation Allowance [Line Items] | ||||
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent | 35.00% |
Concentration of Credit Risk,_3
Concentration of Credit Risk, Significant Customers and Geographic Information (Details) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2020 | Mar. 31, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | |
Concentration Risk [Line Items] | ||||||
Revenue from Contract with Customer, Excluding Assessed Tax | $ 156,633,000 | $ 80,020,000 | $ 283,880,000 | $ 247,162,000 | ||
Net Revenue [Member] | ||||||
Concentration Risk [Line Items] | ||||||
Revenue from Contract with Customer, Excluding Assessed Tax | $ 156,633,000 | $ 80,020,000 | $ 283,880,000 | $ 247,162,000 | ||
Concentration risk percentage | 100.00% | 100.00% | 100.00% | 100.00% | ||
Net Revenue [Member] | Asia [Member] | ||||||
Concentration Risk [Line Items] | ||||||
Revenue from Contract with Customer, Excluding Assessed Tax | $ 128,566,000 | $ 67,794,000 | $ 234,046,000 | $ 207,661,000 | ||
Concentration risk percentage | 82.00% | 85.00% | 82.00% | 84.00% | ||
Net Revenue [Member] | UNITED STATES | ||||||
Concentration Risk [Line Items] | ||||||
Revenue from Contract with Customer, Excluding Assessed Tax | $ 4,750,000 | $ 2,724,000 | $ 9,976,000 | $ 10,851,000 | ||
Concentration risk percentage | 3.00% | 3.00% | 4.00% | 4.00% | ||
Net Revenue [Member] | Rest of World [Member] | ||||||
Concentration Risk [Line Items] | ||||||
Revenue from Contract with Customer, Excluding Assessed Tax | $ 23,317,000 | $ 9,502,000 | $ 39,858,000 | $ 28,650,000 | ||
Concentration risk percentage | 15.00% | 12.00% | 14.00% | 12.00% | ||
Net Revenue [Member] | Geographic Concentration Risk [Member] | China [Member] | ||||||
Concentration Risk [Line Items] | ||||||
Concentration risk percentage | 21.00% | 16.00% | 15.00% | |||
Net Revenue [Member] | Geographic Concentration Risk [Member] | HONG KONG | ||||||
Concentration Risk [Line Items] | ||||||
Concentration risk percentage | 44.00% | 44.00% | 45.00% | 45.00% | ||
Net Revenue [Member] | Geographic Concentration Risk [Member] | TAIWAN, PROVINCE OF CHINA | ||||||
Concentration Risk [Line Items] | ||||||
Concentration risk percentage | 17.00% | |||||
Long lived assets [Member] | ||||||
Concentration Risk [Line Items] | ||||||
Concentration risk percentage | 100.00% | 100.00% | ||||
Long lived assets | $ 453,892,000 | $ 583,858,000 | ||||
Long lived assets [Member] | UNITED STATES | ||||||
Concentration Risk [Line Items] | ||||||
Concentration risk percentage | 85.00% | 73.00% | ||||
Long lived assets | $ 385,302,000 | $ 427,183,000 | ||||
Long lived assets [Member] | Rest of World [Member] | ||||||
Concentration Risk [Line Items] | ||||||
Concentration risk percentage | 1.00% | 3.00% | ||||
Long lived assets | $ 5,034,000 | $ 18,150,000 | ||||
Long lived assets [Member] | SINGAPORE | ||||||
Concentration Risk [Line Items] | ||||||
Concentration risk percentage | 14.00% | 24.00% | ||||
Long lived assets | $ 63,556,000 | $ 138,525,000 | ||||
Customer B [Member] | Net Revenue [Member] | Customer Concentration Risk [Member] | ||||||
Concentration Risk [Line Items] | ||||||
Concentration risk percentage | 11.00% | |||||
Customer A [Member] | Net Revenue [Member] | Customer Concentration Risk [Member] | ||||||
Concentration Risk [Line Items] | ||||||
Concentration risk percentage | 19.00% | 15.00% | 15.00% | 13.00% | ||
Customer C [Member] | Net Revenue [Member] | Customer Concentration Risk [Member] | ||||||
Concentration Risk [Line Items] | ||||||
Concentration risk percentage | 11.00% | |||||
Customer F | Accounts Receivable [Member] | Customer Concentration Risk [Member] | ||||||
Concentration Risk [Line Items] | ||||||
Concentration risk percentage | 13.00% | |||||
Customer G | Accounts Receivable [Member] | Customer Concentration Risk [Member] | ||||||
Concentration Risk [Line Items] | ||||||
Concentration risk percentage | 10.00% | |||||
Customer D | Net Revenue [Member] | Customer Concentration Risk [Member] | ||||||
Concentration Risk [Line Items] | ||||||
Concentration risk percentage | 18.00% | |||||
Customer E | Accounts Receivable [Member] | Customer Concentration Risk [Member] | ||||||
Concentration Risk [Line Items] | ||||||
Concentration risk percentage | 13.00% | |||||
Vendor A [Member] | Supplier Concentration Risk [Member] | ||||||
Concentration Risk [Line Items] | ||||||
Concentration risk percentage | 42.00% | 27.00% | ||||
Vendor B [Member] | Supplier Concentration Risk [Member] | ||||||
Concentration Risk [Line Items] | ||||||
Concentration risk percentage | 18.00% | 15.00% | 17.00% | 14.00% | ||
Vendor C [Member] | Supplier Concentration Risk [Member] | ||||||
Concentration Risk [Line Items] | ||||||
Concentration risk percentage | 23.00% | 11.00% | 16.00% | |||
Vendor D [Member] | Supplier Concentration Risk [Member] | ||||||
Concentration Risk [Line Items] | ||||||
Concentration risk percentage | 10.00% | 12.00% | 12.00% | |||
Vendor E [Member] | Supplier Concentration Risk [Member] | ||||||
Concentration Risk [Line Items] | ||||||
Concentration risk percentage | 16.00% | 18.00% |
Revenue from Contracts with C_3
Revenue from Contracts with Customers (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | |
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||||
Revenue from Contract with Customer, Excluding Assessed Tax | $ 156,633 | $ 80,020 | $ 283,880 | $ 247,162 | ||
Customer contract liabilities | 14 | 14 | $ 107 | |||
Accrued price protection liability | 18,034 | 13,621 | 18,034 | 13,621 | 12,557 | $ 16,454 |
Right of return assets | 700 | 700 | 300 | |||
Net revenue | 156,633 | 80,020 | 283,880 | 247,162 | ||
Connected Home [Member] | ||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||||
Revenue from Contract with Customer, Excluding Assessed Tax | 37,816 | 40,443 | 99,138 | 122,468 | ||
Infrastructure [Member] | ||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||||
Revenue from Contract with Customer, Excluding Assessed Tax | 21,526 | 20,184 | 58,306 | 64,857 | ||
Industrial and multi-market [Member] | ||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||||
Revenue from Contract with Customer, Excluding Assessed Tax | 15,017 | 19,393 | 44,162 | 59,837 | ||
Broadband and WiFI | ||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||||
Revenue from Contract with Customer, Excluding Assessed Tax | $ 82,274 | $ 0 | $ 82,274 | $ 0 | ||
Revenue Benchmark [Member] | Connected Home [Member] | ||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||||
Concentration risk percentage | 24.00% | 51.00% | 35.00% | 50.00% | ||
Revenue Benchmark [Member] | Infrastructure [Member] | ||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||||
Concentration risk percentage | 13.00% | 25.00% | 20.00% | 26.00% | ||
Revenue Benchmark [Member] | Industrial and multi-market [Member] | ||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||||
Concentration risk percentage | 10.00% | 24.00% | 16.00% | 24.00% | ||
Revenue Benchmark [Member] | Broadband and WiFI | ||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||||
Concentration risk percentage | 53.00% | 0.00% | 29.00% | 0.00% | ||
Accounts Receivable [Member] | ||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||||
Impairment losses | $ 0 | $ 0 | ||||
Reduction in Transaction Price [Member] | ||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||||
Accrued obligations to customers for price adjustments | $ 12,137 | 12,137 | 8,382 | |||
Sales Returns and Allowances [Member] | ||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||||
Accrued obligations to customers for stock rotation rights | $ 1,632 | $ 1,632 | $ 1,410 | |||
Revenue from Distributors [Member] | ||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||||
Concentration risk percentage | 46.00% | 60.00% | 54.00% | 50.00% |
Leases (Details)
Leases (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | |
Leases [Abstract] | |||||
Operating Lease, Weighted Average Discount Rate, Percent | 4.50% | 4.50% | 5.00% | ||
Operating Lease, Weighted Average Remaining Lease Term | 3 years 1 month 6 days | 3 years 1 month 6 days | 2 years 10 months 24 days | ||
Operating Leases, Future Minimum Payments Due, Fiscal Year Maturity [Abstract] | |||||
Operating Leases, Future Minimum Payments, Remainder of Fiscal Year | $ 1,668,000 | $ 1,668,000 | |||
Operating Leases, Future Minimum Payments, Due in Two Years | 6,640,000 | 6,640,000 | |||
Operating Leases, Future Minimum Payments, Due in Three Years | 4,536,000 | 4,536,000 | |||
Operating Leases, Future Minimum Payments, Due in Four Years | 1,772,000 | 1,772,000 | |||
Operating Leases, Future Minimum Payments, Due in Five Years | 625,000 | 625,000 | |||
Thereafter | 1,622,000 | 1,622,000 | |||
Total minimum payments | 16,863,000 | 16,863,000 | |||
Less: imputed interest | (1,080,000) | (1,080,000) | |||
Less: unrealized translation loss | (152,000) | ||||
Operating Lease, Liability | 15,631,000 | 15,631,000 | |||
Operating Lease, Liability, Current, Statement of Financial Position [Extensible List] | (6,225,000) | (6,225,000) | $ (4,810,000) | ||
Operating Lease, Liability, Noncurrent | 9,406,000 | 9,406,000 | 9,335,000 | ||
Lessee, Operating Sublease, Description [Abstract] | |||||
2020 (3 months) | 36,000 | 36,000 | |||
2021 | 72,000 | 72,000 | |||
Thereafter | 1,622,000 | 1,622,000 | |||
Total minimum rental income | $ 108,000 | $ 108,000 | |||
Lessee, Lease, Description [Line Items] | |||||
Lessee, Operating Lease, Renewal Term | 5 years | 5 years | |||
Short-term lease liabilities | $ 6,225,000 | $ 6,225,000 | 4,810,000 | ||
Long-term lease liabilities | $ 9,406,000 | $ 9,406,000 | $ 9,335,000 | ||
Operating Lease, Weighted Average Remaining Lease Term | 3 years 1 month 6 days | 3 years 1 month 6 days | 2 years 10 months 24 days | ||
Right-of-Use Asset Obtained in Exchange for Operating Lease Liability | $ 5,200,000 | $ 0 | $ 5,200,000 | $ 500,000 | |
Lease, Cost [Abstract] | |||||
Operating Lease, Cost | 1,400,000 | 800,000 | 3,200,000 | 2,600,000 | |
Right-of-Use Asset Obtained in Exchange for Operating Lease Liability | 5,200,000 | 0 | 5,200,000 | 500,000 | |
Operating Leases, Rent Expense, Sublease Rentals | $ 100,000 | $ 1,100,000 | $ 400,000 | $ 2,400,000 | |
Minimum [Member] | |||||
Lessee, Lease, Description [Line Items] | |||||
Lessee, Operating Lease, Term of Contract | 2 years | 2 years | |||
Maximum [Member] | |||||
Lessee, Lease, Description [Line Items] | |||||
Lessee, Operating Lease, Term of Contract | 7 years | 7 years |
Compensation Related Costs, R_2
Compensation Related Costs, Retirement Benefits (Details) $ in Millions | 3 Months Ended | 9 Months Ended |
Sep. 30, 2020USD ($) | Sep. 30, 2020USD ($) | |
Retirement Benefits [Abstract] | ||
Liability, Retirement and Postemployment Benefits | $ 7.9 | $ 7.9 |
Defined Benefit Plan, Net Periodic Benefit Cost (Credit) | $ 0.1 | $ 0.1 |
Commitments and Contingencies_2
Commitments and Contingencies (Details 1) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2020 | Dec. 31, 2019 | |
Other Obligations | ||
Total minimum payments | $ 41,517 | |
Total | ||
2020 (3 months) | 53,344 | |
2021 | 23,169 | |
2022 | 14,378 | |
2023 | 6,830 | |
Total minimum payments | 97,721 | $ 22,600 |
Contractual Obligation - Change in Balance | 75,100 | |
Inventories [Member] | ||
Inventory Purchase Obligations | ||
2020 (3 months) | 49,111 | |
2021 | 7,093 | |
2022 | 0 | |
2023 | 0 | |
Total minimum payments | 56,204 | |
Other Commitments [Domain] | ||
Other Obligations | ||
2020 (3 months) | 4,233 | |
2021 | 16,076 | |
2022 | 14,378 | |
2023 | $ 6,830 |