Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2021 | Oct. 20, 2021 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Sep. 30, 2021 | |
Document Transition Report | false | |
Entity File Number | 001-34666 | |
Entity Registrant Name | MaxLinear Inc. | |
Entity Incorporation, State or Country Code | DE | |
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 | |
Title of 12(b) Security | Common stock | |
Trading Symbol | MXL | |
Security Exchange Name | NYSE | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Emerging Growth Company | false | |
Entity Small Business | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 76,734,936 | |
Entity Central Index Key | 0001288469 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q3 | |
Amendment Flag | false |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash and cash equivalents | $ 169,424 | $ 148,901 |
Short-term restricted cash | 107 | 115 |
Accounts receivable, net | 106,867 | 67,442 |
Inventory | 127,347 | 97,839 |
Prepaid expenses and other current assets | 14,535 | 47,421 |
Total current assets | 418,280 | 361,718 |
Long-term restricted cash | 1,023 | 1,018 |
Property and equipment, net | 53,022 | 39,470 |
Leased right-of-use assets | 23,668 | 21,886 |
Intangible assets, net | 163,894 | 207,266 |
Goodwill | 302,828 | 302,828 |
Deferred tax assets | 84,660 | 86,065 |
Other long-term assets | 6,519 | 2,191 |
Total assets | 1,053,894 | 1,022,442 |
Current liabilities: | ||
Accounts payable | 63,635 | 32,751 |
Accrued price protection liability | 49,411 | 47,766 |
Accrued expenses and other current liabilities | 70,866 | 105,842 |
Accrued compensation | 47,362 | 47,302 |
Current portion of long-term debt | 0 | 0 |
Total current liabilities | 231,274 | 233,661 |
Long-term lease liabilities | 21,400 | 20,862 |
Long-term debt | 326,027 | 363,592 |
Other long-term liabilities | 17,650 | 13,210 |
Total liabilities | 596,351 | 631,325 |
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; 76,735 shares issued and outstanding at September 30, 2021 and 74,536 shares issued and outstanding December 31, 2020 | 8 | 7 |
Additional paid-in capital | 655,620 | 602,064 |
Accumulated other comprehensive income | 511 | 1,435 |
Accumulated deficit | (198,596) | (212,389) |
Total stockholders’ equity | 457,543 | 391,117 |
Total liabilities and stockholders’ equity | $ 1,053,894 | $ 1,022,442 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Sep. 30, 2021 | Dec. 31, 2020 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value (usd per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized (shares) | 25,000,000 | 25,000,000 |
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) | 550,000,000 | 550,000,000 |
Common stock, shares issued (shares) | 76,735,000 | 74,536,000 |
Common stock, shares outstanding (shares) | 76,735,000 | 74,536,000 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Income Statement [Abstract] | ||||
Net revenue | $ 229,774 | $ 156,633 | $ 644,509 | $ 283,880 |
Cost of net revenue | 99,981 | 90,427 | 290,454 | 154,169 |
Gross profit | 129,793 | 66,206 | 354,055 | 129,711 |
Operating expenses: | ||||
Research and development | 67,538 | 55,816 | 205,120 | 109,489 |
Selling, general and administrative | 38,469 | 41,685 | 110,823 | 93,787 |
Impairment losses | 0 | 0 | 0 | 86 |
Restructuring charges | 0 | 3,280 | 2,204 | 3,833 |
Total operating expenses | 106,007 | 100,781 | 318,147 | 207,195 |
Income (loss) from operations | 23,786 | (34,575) | 35,908 | (77,484) |
Interest income | 28 | 27 | 46 | 283 |
Interest expense | (2,649) | (3,569) | (10,596) | (8,228) |
Loss on extinguishment of debt | 0 | 0 | (5,221) | 0 |
Other income (expense), net | (105) | (719) | (746) | (620) |
Total other income (expense), net | (2,726) | (4,261) | (16,517) | (8,565) |
Income (loss) before income taxes | 21,060 | (38,836) | 19,391 | (86,049) |
Income tax provision (benefit) | 11,802 | (2,191) | 5,598 | (12,128) |
Net income (loss) | $ 9,258 | $ (36,645) | $ 13,793 | $ (73,921) |
Earnings Per Share [Abstract] | ||||
Basic (usd per share) | $ 0.12 | $ (0.50) | $ 0.18 | $ (1.02) |
Diluted (usd per share) | $ 0.12 | $ (0.50) | $ 0.17 | $ (1.02) |
Shares used to compute net income (loss) per share: | ||||
Basic (shares) | 76,582 | 73,402 | 75,795 | 72,729 |
Diluted (shares) | 79,815 | 73,402 | 79,048 | 72,729 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income (Loss) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Statement of Comprehensive Income [Abstract] | ||||
Net income (loss) | $ 9,258 | $ (36,645) | $ 13,793 | $ (73,921) |
Other comprehensive income (loss), net of tax: | ||||
Foreign currency translation adjustments, net of tax expense of $196 and $427 for the three and nine months ended September 30, 2021, respectively, and net of tax expense of zero and $23 for the three and nine months ended September 30, 2020, respectively | (292) | 700 | (924) | 415 |
Unrealized gain on interest rate swap, net of tax expense of $17 and $6 for the three and nine months ended September 30, 2020, respectively | 0 | 60 | 0 | 22 |
Other comprehensive income (loss) | (292) | 760 | (924) | 437 |
Total comprehensive income (loss) | $ 8,966 | $ (35,885) | $ 12,869 | $ (73,484) |
Consolidated Statements of Co_2
Consolidated Statements of Comprehensive Income (Loss) (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Statement of Comprehensive Income [Abstract] | ||||
Foreign currency translation adjustment, tax expense | $ 196 | $ 0 | $ 427 | $ 23 |
Unrealized gain on interest rate swap, tax expense | $ 17 | $ 6 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholder's Equity - USD ($) $ in Thousands | Total | Common Stock | Additional Paid-In Capital | Accumulated Other Comprehensive Income | Accumulated Deficit |
Balance at beginning of period (in shares) at Dec. 31, 2019 | 71,931,000 | ||||
Balance at beginning of period at Dec. 31, 2019 | $ 414,920 | $ 7 | $ 529,596 | $ (887) | $ (113,796) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Common stock issued pursuant to equity awards, net (in shares) | 414,000 | ||||
Common stock issued pursuant to equity awards, net | 2,612 | 2,612 | |||
Stock-based compensation | 6,827 | 6,827 | |||
Other comprehensive income (loss) | (733) | (733) | |||
Net income (loss) | (15,469) | (15,469) | |||
Balance at end of period (in shares) at Mar. 31, 2020 | 72,345,000 | ||||
Balance at end of period at Mar. 31, 2020 | 408,157 | $ 7 | 539,035 | (1,620) | (129,265) |
Balance at beginning of period (in shares) at Dec. 31, 2019 | 71,931,000 | ||||
Balance at beginning of period at Dec. 31, 2019 | 414,920 | $ 7 | 529,596 | (887) | (113,796) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Other comprehensive income (loss) | 437 | ||||
Net income (loss) | (73,921) | ||||
Balance at end of period (in shares) at Sep. 30, 2020 | 74,153,000 | ||||
Balance at end of period at Sep. 30, 2020 | 396,808 | $ 7 | 584,968 | (450) | (187,717) |
Balance at beginning of period (in shares) at Mar. 31, 2020 | 72,345,000 | ||||
Balance at beginning of period at Mar. 31, 2020 | 408,157 | $ 7 | 539,035 | (1,620) | (129,265) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Common stock issued pursuant to equity awards, net (in shares) | 597,000 | ||||
Common stock issued pursuant to equity awards, net | 989 | 989 | |||
Employee stock purchase plan (in shares) | 161,000 | ||||
Employee stock purchase plan | 2,141 | 2,141 | |||
Stock-based compensation | 12,085 | 12,085 | |||
Other comprehensive income (loss) | 410 | 410 | |||
Net income (loss) | (21,807) | (21,807) | |||
Balance at end of period (in shares) at Jun. 30, 2020 | 73,103,000 | ||||
Balance at end of period at Jun. 30, 2020 | 401,975 | $ 7 | 554,250 | (1,210) | (151,072) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Common stock issued pursuant to equity awards, net (in shares) | 246,000 | ||||
Common stock issued pursuant to equity awards, net | (507) | (507) | |||
Common stock issued for merger, net (in shares) | 804,000 | ||||
Common stock issued for merger, net | 17,080 | 17,080 | |||
Stock-based compensation | 14,145 | 14,145 | |||
Other comprehensive income (loss) | 760 | 760 | |||
Net income (loss) | (36,645) | (36,645) | |||
Balance at end of period (in shares) at Sep. 30, 2020 | 74,153,000 | ||||
Balance at end of period at Sep. 30, 2020 | 396,808 | $ 7 | 584,968 | (450) | (187,717) |
Balance at beginning of period (in shares) at Dec. 31, 2020 | 74,536,000 | ||||
Balance at beginning of period at Dec. 31, 2020 | 391,117 | $ 7 | 602,064 | 1,435 | (212,389) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Common stock issued pursuant to equity awards, net (in shares) | 917,000 | ||||
Common stock issued pursuant to equity awards, net | 16,566 | $ 1 | 16,565 | ||
Repurchase of common stock (in shares) | (75,000) | ||||
Repurchase of common stock | (2,673) | (2,673) | |||
Stock-based compensation | 12,955 | 12,955 | |||
Other comprehensive income (loss) | (989) | (989) | |||
Net income (loss) | 3,802 | 3,802 | |||
Balance at end of period (in shares) at Mar. 31, 2021 | 75,378,000 | ||||
Balance at end of period at Mar. 31, 2021 | 420,778 | $ 8 | 628,911 | 446 | (208,587) |
Balance at beginning of period (in shares) at Dec. 31, 2020 | 74,536,000 | ||||
Balance at beginning of period at Dec. 31, 2020 | $ 391,117 | $ 7 | 602,064 | 1,435 | (212,389) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Repurchase of common stock (in shares) | (219,100) | ||||
Repurchase of common stock | $ (8,100) | ||||
Other comprehensive income (loss) | (924) | ||||
Net income (loss) | 13,793 | ||||
Balance at end of period (in shares) at Sep. 30, 2021 | 76,735,000 | ||||
Balance at end of period at Sep. 30, 2021 | 457,543 | $ 8 | 655,620 | 511 | (198,596) |
Balance at beginning of period (in shares) at Mar. 31, 2021 | 75,378,000 | ||||
Balance at beginning of period at Mar. 31, 2021 | 420,778 | $ 8 | 628,911 | 446 | (208,587) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Common stock issued pursuant to equity awards, net (in shares) | 1,098,000 | ||||
Common stock issued pursuant to equity awards, net | (338) | (338) | |||
Repurchase of common stock (in shares) | (120,000) | ||||
Repurchase of common stock | (4,464) | (4,464) | |||
Employee stock purchase plan (in shares) | 113,000 | ||||
Employee stock purchase plan | 2,635 | 2,635 | |||
Stock-based compensation | 13,966 | 13,966 | |||
Other comprehensive income (loss) | 357 | 357 | |||
Net income (loss) | 733 | 733 | |||
Balance at end of period (in shares) at Jun. 30, 2021 | 76,469,000 | ||||
Balance at end of period at Jun. 30, 2021 | 433,667 | $ 8 | 640,710 | 803 | (207,854) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Common stock issued pursuant to equity awards, net (in shares) | 290,000 | ||||
Common stock issued pursuant to equity awards, net | $ (104) | (104) | |||
Repurchase of common stock (in shares) | (24,200) | (24,000) | |||
Repurchase of common stock | $ (1,008) | (1,008) | |||
Stock-based compensation | 16,022 | 16,022 | |||
Other comprehensive income (loss) | (292) | (292) | |||
Net income (loss) | 9,258 | 9,258 | |||
Balance at end of period (in shares) at Sep. 30, 2021 | 76,735,000 | ||||
Balance at end of period at Sep. 30, 2021 | $ 457,543 | $ 8 | $ 655,620 | $ 511 | $ (198,596) |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Operating Activities | ||
Net income (loss) | $ 13,793 | $ (73,921) |
Adjustments to reconcile net income (loss) to cash provided by (used in) operating activities: | ||
Amortization and depreciation | 67,439 | 53,819 |
Impairment losses | 0 | 86 |
Inventory fair value adjustments | 0 | 14,445 |
Amortization of debt issuance costs and accretion of discounts | 2,584 | 1,386 |
Stock-based compensation | 42,943 | 33,057 |
Deferred income taxes | 1,405 | (5,253) |
Loss on disposal of property and equipment | 533 | 0 |
Impairment of leasehold improvements | 226 | 319 |
Impairment of leased right-of-use assets | 429 | 1,508 |
Loss on extinguishment of debt | 5,221 | 0 |
Loss on foreign currency | 384 | 375 |
Excess tax benefits on stock-based awards | (5,369) | (530) |
Changes in operating assets and liabilities, net of effects of acquisitions: | ||
Accounts receivable | (39,425) | (54,592) |
Inventory | (29,440) | (20,180) |
Prepaid expenses and other assets | 33,487 | (34,357) |
Leased right-of-use assets | 72 | 405 |
Accounts payable, accrued expenses and other current liabilities | 35,054 | 67,193 |
Accrued compensation | 23,849 | 23,121 |
Accrued price protection liability | 1,636 | 5,439 |
Lease liabilities | (7,070) | (4,275) |
Other long-term liabilities | 4,449 | (8,721) |
Net cash provided by (used in) operating activities | 152,200 | (676) |
Investing Activities | ||
Purchases of property and equipment | (26,934) | (10,132) |
Purchases of intangible assets | (6,616) | (388) |
Cash used in acquisitions, net of cash acquired | (35,000) | (160,000) |
Purchases of long-term investments | (5,000) | 0 |
Net cash used in investing activities | (73,550) | (170,520) |
Financing Activities | ||
Proceeds from the issuance of debt | 350,000 | 175,000 |
Payment of debt issuance cost | (4,144) | (2,696) |
Repayment of debt | (389,813) | 0 |
Net proceeds from issuance of common stock | 6,286 | 5,270 |
Minimum tax withholding paid on behalf of employees for restricted stock units | (11,081) | (2,892) |
Repurchase of common stock | (8,145) | 0 |
Net cash provided by (used in) financing activities | (56,897) | 174,682 |
Effect of exchange rate changes on cash and cash equivalents | (1,233) | 139 |
Increase in cash, cash equivalents and restricted cash | 20,520 | 3,625 |
Cash, cash equivalents and restricted cash at beginning of period | 150,034 | 93,117 |
Cash, cash equivalents and restricted cash at end of period | 170,554 | 96,742 |
Supplemental disclosures of cash flow information: | ||
Cash paid for interest | 8,798 | 7,067 |
Cash paid for income taxes | 2,894 | 2,003 |
Supplemental disclosures of non-cash activities: | ||
Issuance of shares for payment of bonuses | $ 23,554 | $ 2,857 |
Organization and Summary of Sig
Organization and Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2021 | |
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 communications systems-on-chip (SoC) solutions used in broadband, mobile and wireline infrastructure, data center, and industrial and multi-market applications. MaxLinear is a fabless integrated circuit design company whose products integrate all or substantial portions of a high-speed communication system, including radio frequency (RF), high-performance analog, mixed-signal, digital signal processing, security engines, data compression and networking layers, and power management. 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 Data Over Cable Service Interface Specifications (DOCSIS), fiber and DSL broadband modems and gateways; Wi-Fi and wireline routers for home networking; radio transceivers and modems for 4G/5G base-station and backhaul infrastructure; fiber-optic modules for data center, metro, and long-haul transport networks; as well as power management and interface products used in these and many other markets. 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, 2020 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, 2020 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 11, 2021, or the Annual Report. Interim results for the nine months ended September 30, 2021 are not necessarily indicative of the results that may be expected for the fiscal year ending December 31, 2021. 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. Last year, 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 the Company has benefited from increased demand for certain of our products from the work-from-home environment in the second half of 2020 and the first three quarters of 2021, a sudden increase in demand for electronics containing semiconductor chips and stockpiling of chips by certain firms in China blacklisted by the U.S. has exacerbated bottlenecks in the supply chain, resulting in a global semiconductor chip shortage impacting the Company’s industry. Some chip manufacturers are estimating this supply shortage may continue into 2023. While these chip manufacturers are working to increase capacity in the future, and the Company is continuing to work closely with our suppliers and customers to minimize the potential adverse impacts of the supply shortage, such shortage may have a near-term impact on the Company’s ability to meet increased demand on certain products and have a negative impact on its operating results which may continue into 2023. Heightened volatility, global supply shortages, 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 $170.6 million of cash and cash equivalents at September 30, 2021 will be sufficient to fund its projected operating requirements for at least the next twelve months. A material adverse impact from COVID-19 and the global semiconductor chip shortage 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 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 October 27, 2021, 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. There have been no other significant changes to the Company’s significant accounting policies during the nine months ended September 30, 2021. Recently Adopted 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 related to the approach for intraperiod tax allocation, recognition of deferred tax liabilities for outside basis differences and 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 are effective for the Company beginning with fiscal year 2021. 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 the amendments in this update did not have a material impact on the Company’s consolidated financial position and results of operations as of and for the nine months ended September 30, 2021, and is also not expected to have a material impact on the Company’s financial position and results of operations as of and for the year ending December 31, 2021. In October 2020, the FASB issued ASU No. 2020-10 Codification Improvements , to make incremental improvements to GAAP and address stakeholder suggestions, including, among other things, clarifying that the requirement to provide comparative information in the financial statements extends to the corresponding disclosures section. The amendments in this update are effective for the Company beginning with fiscal year 2021. The amendments in this update should be applied retrospectively and at the beginning of the period that includes the adoption date. The adoption of the amendments in this update did not have a material impact on the Company’s financial disclosures as of and for the nine months ended September 30, 2021, and is also not expected to have a material impact on the Company’s financial disclosures for the year ending December 31, 2021. |
Net Income (Loss) Per Share
Net Income (Loss) Per Share | 9 Months Ended |
Sep. 30, 2021 | |
Earnings Per Share [Abstract] | |
Net Income (Loss) Per Share | Net Income (Loss) Per ShareBasic 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, 2021 2020 2021 2020 (in thousands, except per share amounts) Numerator: Net income (loss) $ 9,258 $ (36,645) $ 13,793 $ (73,921) Denominator: Weighted average common shares outstanding—basic 76,582 73,402 75,795 72,729 Dilutive common stock equivalents 3,233 — 3,253 — Weighted average common shares outstanding—diluted 79,815 73,402 79,048 72,729 Net income (loss) per share: Basic $ 0.12 $ (0.50) $ 0.18 $ (1.02) Diluted $ 0.12 $ (0.50) $ 0.17 $ (1.02) For the three and nine months ended September 30, 2021 and 2020, the Company excluded common stock equivalents for outstanding stock-based awards, which represented potentially dilutive securities of 0.08 million and 0.07 million for the 2021 periods, respectively, and 3.5 million and 3.1 million for the 2020 periods, respectively, from the calculation of diluted net income (loss) per share due to their anti-dilutive nature. |
Business Combinations
Business Combinations | 9 Months Ended |
Sep. 30, 2021 | |
Business Combination and Asset Acquisition [Abstract] | |
Business Combinations | Business Combinations Acquisition of the Wi-Fi 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 Wi-Fi 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 Wi-Fi 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 Wi-Fi and Broadband assets business develops a broad portfolio of connected home products, including Wi-Fi, 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 has integrated 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. The Company believes it does not have a material indemnification obligation as of September 30, 2021; however, if the Company were required to make payments in satisfaction of these indemnification obligations related to breaches of representations and warranties of certain fundamental obligations which have not yet expired, it could have a material adverse effect on the Company’s business, financial condition, results of operations, and cash flows. 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 granted to the Company a license to certain intellectual property rights for use by the Company in connection with the acquired assets and the Company granted back to Intel a license to the intellectual property rights in the acquired assets, (ii) a supply agreement, pursuant to which Intel manufactures and fabricates certain products for the Company that are part of the acquired assets, (iii) an ethernet network controller services agreement, pursuant to which the Company provides Intel with certain development services with respect to certain Intel ethernet network controller products, (iv) a transition services agreement, pursuant to which Intel provided certain services on a transitional basis for up to a 12-month period after the closing, the scope of which included 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 had control and economic benefits of the inventory, but transfer of the title and possession of the inventory was delayed until the last day that Intel provided services under the transition services agreement in January 2021. Acquisition Consideration The following table summarizes the fair value of purchase price consideration to acquire the Wi-Fi and Broadband assets business (in thousands): Description Amount Fair value of purchase consideration: Cash $ 150,000 Purchase Price Allocation The following is the final allocation of purchase price as of the July 31, 2020 acquisition closing date based upon an estimate of the fair value of the assets acquired and the liabilities assumed by the Company in the acquisition (in thousands): Description Amount Fair value of consideration transferred: Cash $ 150,000 Purchase price allocation: Inventory $ 67,100 Property and equipment 17,641 Identifiable intangible assets 58,000 Deferred tax assets 457 Accrued expenses (68) Accrued price protection liability (413) Accrued compensation (7,916) Other long-term liabilities (8,197) Identifiable net assets acquired 126,604 Goodwill 23,396 Total purchase price $ 150,000 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, in the nine months ended September 30, 2021, the NanoSemi stockholders received $35.0 million in cash payments that were deferred as of the acquisition date, and certain NanoSemi stockholders 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) — Total purchase price $ 61,180 _________________ (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 stockholders throughout 2021. (3) The fair value of contingent consideration is zero as the applicable financial objectives from July 1, 2020 through December 31, 2022 are not expected to be met based on the Company’s forecast. Purchase Price Allocation The following is the final allocation of purchase price as of the September 9, 2020 acquisition closing date based upon an estimate of the fair value of the assets acquired and the liabilities assumed by the Company in the acquisition (in thousands): Description Amount Purchase price allocation: Accounts receivable $ 175 Prepaid expenses and other current assets 879 Property and equipment 177 Leased right-of-use assets 1,805 Identifiable intangible assets 19,900 Accounts payable (602) Accrued expenses and other current liabilities (323) Accrued compensation (223) Long-term lease liabilities (1,546) Other long-term liabilities (164) Identifiable net assets acquired 20,078 Goodwill 41,102 Total purchase price $ 61,180 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 $ 17,500 Trademarks and tradenames 7 1,000 Customer-related intangible 5 900 Product backlog 5.33 500 Total identifiable intangible assets acquired $ 19,900 Assumptions in the Allocations of Purchase Price Management prepared the purchase price allocations for the Wi-Fi 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 that were initially deferred and were subsequently paid to NanoSemi stockholders in the nine months ended September 30, 2021, as described above. Certain NanoSemi stockholders that are employees were 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 were accounted for as a portion of the purchase consideration. Estimates of fair value require management to make significant estimates and assumptions. 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 Wi-Fi 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. There have been no adjustments between the preliminary purchase price allocations reflected as of December 31, 2020 and the final purchase price allocations reflected as of September 30, 2021. The fair value of the identified intangible assets acquired from the Wi-Fi 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 began amortization immediately upon the closing of the transaction 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 Wi-Fi 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 Wi-Fi and Broadband assets business and NanoSemi was $23.4 million and $41.1 million, respectively. The Company does not expect to deduct any of the acquired goodwill for tax purposes. |
Restructuring Activity
Restructuring Activity | 9 Months Ended |
Sep. 30, 2021 | |
Restructuring and Related Activities [Abstract] | |
Restructuring Activity | Restructuring Activity From 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 terminating employees, vacating certain leased facilities, 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, 2021 2020 2021 2020 (in thousands) Employee separation expenses $ — $ 1,523 $ 1,273 $ 1,620 Lease related charges — 1,723 608 1,998 Other — 34 323 215 $ — $ 3,280 $ 2,204 $ 3,833 Lease related charges for the nine months ended September 30, 2021 included the impairment of leased right-of-use assets and leasehold improvements of $0.4 million and $0.2 million, respectively, related to exiting a redundant facility. 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. The following table presents a roll-forward of the Company’s restructuring liability for the nine months ended September 30, 2021. 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, 2020 $ 3,274 $ 720 $ 3 $ 3,997 Restructuring charges 1,273 608 323 2,204 Cash payments (1,833) (265) (25) (2,123) Reimbursement from Intel (2,711) — — (2,711) Non-cash charges and adjustments (3) (553) (301) (857) Liability as of September 30, 2021 — 510 — 510 Less: current portion as of September 30, 2021 — (334) — (334) Long-term portion as of September 30, 2021 $ — $ 176 $ — $ 176 As of September 30, 2021, the 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, 2021 | |
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). During the three and nine months ended September 30, 2021, there were no changes in the carrying value of goodwill. The Company performs an annual goodwill impairment assessment on October 31st each year, using a quantitative assessment comparing 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 carrying amount of a reporting unit exceeds its fair value, an impairment loss is recorded. 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, 2021 and 2020, there were no indications of impairment of the Company’s goodwill balances. 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, which are amortized over their estimated useful lives: September 30, 2021 December 31, 2020 Weighted Gross Carrying Amount Accumulated Amortization Net Carrying Amount Gross Carrying Value Accumulated Amortization Net Carrying Amount (in thousands) Licensed technology 6.4 $ 11,485 $ (2,065) $ 9,420 $ 4,869 $ (2,006) $ 2,863 Developed technology 7.0 304,061 (178,485) 125,576 304,061 (146,252) 157,809 Trademarks and trade names 6.2 14,800 (10,620) 4,180 14,800 (8,818) 5,982 Customer relationships 4.6 128,800 (111,647) 17,153 128,800 (96,047) 32,753 Backlog 2.4 1,300 (935) 365 1,300 (641) 659 6.2 $ 460,446 $ (303,752) $ 156,694 $ 453,830 $ (253,764) $ 200,066 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, 2021 2020 2021 2020 (in thousands) (in thousands) Cost of net revenue $ 10,761 $ 9,910 $ 32,288 $ 27,093 Research and development 1 2 3 4 Selling, general and administrative 5,812 6,056 17,697 17,328 $ 16,574 $ 15,968 $ 49,988 $ 44,425 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, 2021 2020 (in thousands) Beginning balance $ 200,066 $ 187,971 Acquisitions (Note 3) — 81,100 Additions 6,616 388 Amortization (49,988) (44,425) Impairment losses — (86) Ending balance $ 156,694 $ 224,948 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, 2021 and the three months ended September 30, 2020, no impairment losses related to finite-lived intangible assets were recognized. During the nine months ended September 30, 2020, the Company recognized impairment losses related to finite-lived intangible assets of $0.1 million. The following table presents future amortization of the Company’s finite-lived intangible assets at September 30, 2021: Amount (in thousands) 2021 (3 months) $ 16,810 2022 49,014 2023 37,462 2024 22,045 2025 11,947 Thereafter 19,416 Total $ 156,694 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 indefinite-lived intangible assets: Nine Months Ended September 30, 2021 2020 (in thousands) Beginning balance $ 7,200 $ — Acquisitions (Note 3) — 7,200 Ending balance $ 7,200 $ 7,200 |
Financial Instruments
Financial Instruments | 9 Months Ended |
Sep. 30, 2021 | |
Fair Value Disclosures [Abstract] | |
Financial Instruments | Financial Instruments Financial Instruments Not Recorded at Fair Value on a Recurring Basis The Company currently does not have any financial instruments measured at fair value on a recurring basis. Some of the Company’s financial instruments are recorded at amounts that approximate fair value due to their liquid or short-term nature or by election on investments in privately-held entities (Note 7). Such financial assets and financial liabilities include: cash and cash equivalents, restricted cash, net receivables, investments in privately-held entities, 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, 2021 | |
Balance Sheet Related Disclosures [Abstract] | |
Balance Sheet Details | Balance Sheet Details Cash, cash equivalents and restricted cash consist of the following: September 30, 2021 December 31, 2020 (in thousands) Cash and cash equivalents $ 169,424 $ 148,901 Short-term restricted cash 107 115 Long-term restricted cash 1,023 1,018 Total cash, cash equivalents and restricted cash $ 170,554 $ 150,034 As of September 30, 2021 and December 31, 2020, cash and cash equivalents included money market funds of approximately $20.4 million. As of September 30, 2021 and December 31, 2020, the Company has restricted cash of approximately $1.1 million. The cash is restricted in connection with guarantees for certain import duties and office leases. Inventory consists of the following: September 30, 2021 December 31, 2020 (in thousands) Work-in-process $ 63,436 $ 35,852 Finished goods 63,911 61,987 $ 127,347 $ 97,839 Prepaid and other current assets consist of the following: September 30, 2021 December 31, 2020 (in thousands) Prepaid expenses $ 9,986 $ 7,674 Other receivables — 32,762 Other current assets 4,549 6,985 $ 14,535 $ 47,421 As of December 31, 2020, other receivables of $32.8 million consisted of amounts due from Intel of $28.4 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 $4.4 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, 2021 December 31, 2020 (in thousands) Furniture and fixtures 5 $ 3,855 $ 2,524 Machinery and equipment 3-5 59,759 55,456 Masks and production equipment 2-5 28,336 19,205 Software 3 8,569 7,194 Leasehold improvements 1-5 30,126 16,871 Construction in progress N/A 2,045 8,050 132,690 109,300 Less: accumulated depreciation and amortization (79,668) (69,830) $ 53,022 $ 39,470 Depreciation expense for the three and nine months ended September 30, 2021 was $4.7 million and $12.0 million, respectively. Depreciation expense for the three and nine months ended September 30, 2020 was $3.6 million and $6.9 million, respectively. Included in other long-term assets is an investment in a privately held entity of $5.0 million as of September 30, 2021. The Company does not have the ability to exercise significant influence or control over such entity and has accounted for the investment as a financial instrument. Given that there is not a readily determinable fair value, the Company is electing to measure such investment at cost, less any impairment, and adjust the carrying value to fair value if any observable price changes for similar investments in the same entity are identified. Accrued price protection liability consists of the following activity: Nine Months Ended September 30, 2021 2020 (in thousands) Beginning balance $ 47,766 $ 12,557 Charged as a reduction of revenue 60,488 17,358 Reversal of unclaimed rebates — (159) Payments (58,843) (11,722) Ending balance $ 49,411 $ 18,034 Accrued expenses and other current liabilities consist of the following: September 30, 2021 December 31, 2020 (in thousands) Deferred purchase price payments $ — $ 34,484 Payables under transition services agreement — 17,420 Accrued technology license payments 5,011 5,821 Accrued professional fees 3,880 2,620 Accrued engineering and production costs 12,641 3,448 Accrued restructuring 634 3,628 Accrued royalty 1,478 1,965 Short-term lease liabilities 9,071 8,144 Accrued customer credits 1,284 1,135 Income tax liability 5,500 1,193 Customer contract liabilities 1,023 29 Accrued obligations to customers for price adjustments 21,458 10,277 Accrued obligations to customers for stock rotation rights 3,108 2,036 Other 5,778 13,642 $ 70,866 $ 105,842 As of December 31, 2020, payables under transition services agreement of $17.4 million consisted of amounts due to Intel of approximately $9.1 million for purchases of inventory and $8.3 million for other operating expenses incurred under the transition services agreement. The following table summarizes the change in balances of accumulated other comprehensive income (loss) by component: Cumulative Translation Adjustments Pension and Other Defined Benefit Plan Obligation Total (in thousands) Balance at December 31, 2020 $ 263 $ 1,172 $ 1,435 Other comprehensive income (loss) before reclassifications, net of tax (924) — (924) Balance at September 30, 2021 $ (661) $ 1,172 $ 511 |
Debt and Interest Rate Swap
Debt and Interest Rate Swap | 9 Months Ended |
Sep. 30, 2021 | |
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 under June 23, 2021 credit agreement $ 330,000 $ — Initial term loan under May 12, 2017 credit agreement — 212,000 Incremental term loan under May 12, 2017 credit agreement, as amended — 157,812 Total principal balance 330,000 369,812 Less: Unamortized debt discount (840) (1,767) Unamortized debt issuance costs (3,133) (4,453) Net carrying amount of long-term debt 326,027 363,592 Less: current portion of long-term debt — — Long-term debt, non-current portion $ 326,027 $ 363,592 As of September 30, 2021 and December 31, 2020, the weighted average effective interest rate on aggregate debt was approximately 3.1% and 4.4%, respectively. During each of the three months ended September 30, 2021 and 2020, the Company recognized total amortization of debt discount and debt issuance costs of $0.2 million and $0.5 million, respectively, to interest expense. During each of the nine months ended September 30, 2021 and 2020, the Company recognized total amortization of debt discount and debt issuance costs of $1.2 million and $1.0 million, respectively, to interest expense. The approximate aggregate fair value of the term loans outstanding as of September 30, 2021 and December 31, 2020 was $330.7 million and $376.1 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, 2021, aggregate future payments of principal are as follows: Amount (in thousands) 2021 (3 months) $ — 2022 — 2023 — 2024 — 2025 — Thereafter 330,000 Total principal payments due 330,000 Less: current portion — Long-term debt principal, non-current portion $ 330,000 Initial Term Loan and Revolving Facility under June 23, 2021 Credit Agreement On June 23, 2021, the Company entered into a Credit Agreement (the “June 23, 2021 Credit Agreement”), by and among the Company, the lenders from time to time party thereto, and Wells Fargo Bank, National Association, as administrative agent and collateral agent, that provides for a senior secured term B loan facility, or the “Initial Term Loan under the June 23, 2021 Credit Agreement,” in an aggregate principal amount of $350.0 million and a senior secured revolving credit facility, or the “Revolving Facility,” in an aggregate principal amount of up to $100.0 million. The proceeds of the Initial Term Loan under the June 23, 2021 Credit Agreement were used (i) to repay in full all outstanding indebtedness under that certain Credit Agreement dated May 12, 2017, by and among the Company, MUFG Bank Ltd., as administrative agent and MUFG Union Bank, N.A., as collateral agent and the lenders from time to time party thereto (as amended by Amendment No. 1, dated July 31, 2020 and as further amended, amended and restated, waived, supplemented or otherwise modified from time to time, the “May 12, 2017 Credit Agreement”) and (ii) to pay fees and expenses incurred in connection therewith. The remaining proceeds of the Initial Term Loan under the June 23, 2021 Credit Agreement are available for general corporate purposes and the proceeds of the Revolving Facility may be used to finance the working capital needs and other general corporate purposes of the Company and its subsidiaries. As of September 30, 2021, the Revolving Facility was undrawn. The June 23, 2021 Credit Agreement permits the Company to request incremental loans in an aggregate principal amount not to exceed the sum of an amount equal to the greater of (x) $175.0 million and (y) 100% of consolidated EBITDA, plus the amount of certain voluntary prepayments, plus an unlimited amount that is subject to pro forma compliance with certain first lien net leverage ratio, secured net leverage ratio and total net leverage ratio tests. Incremental loans are subject to certain additional conditions, including obtaining additional commitments from the lenders then party to the June 23, 2021 Credit Agreement or new lenders. Under the June 23, 2021 Credit Agreement, the Initial Term Loan bears interest, at the Company’s option, at a per annum 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-month interest period plus 1.00%, in each case, plus an applicable margin of 1.25% or (ii) an adjusted LIBOR rate, subject to a floor of 0.50%, plus an applicable margin of 2.25%. Loans under the Revolving Facility initially bear interest, at a per annum rate equal to either (i) a base rate (as calculated above) plus an applicable margin of 0.00%, or (ii) an adjusted LIBOR rate (as calculated above) plus an applicable margin of 1.00%. Following delivery of financial statements for the Company’s fiscal quarter ending June 30, 2021, the applicable margin for loans under the Revolving Facility will range from 0.00% to 0.75% in the case of base rate loans and 1.00% to 1.75% in the case of LIBOR rate loans, in each case, depending on the Company’s secured net leverage ratio as of the most recently ended fiscal quarter. The Company is required to pay commitment fees ranging from 0.175% to 0.25% per annum on the daily undrawn commitments under the Revolving Facility, depending on the Company’s secured net leverage ratio as of the most recently ended fiscal quarter. Commencing on September 30, 2021, the Initial Term Loan under the June 23, 2021 Credit Agreement will amortize in equal quarterly installments equal to 0.25% of the original principal amount of the Initial Term Loan under the June 23, 2021 Credit Agreement, with the balance payable on the maturity date. The June 23, 2021 Credit Agreement contains customary provisions specifying alternative interest rate calculations to be employed at such time as LIBOR ceases to be available as a benchmark for establishing the interest rate on floating interest rate borrowings. The Company is required to make mandatory prepayments of the outstanding principal amount of term loans under the June 23, 2021 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 June 23, 2021 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 following the closing date of the June 23, 2021 Credit Agreement. The Initial Term Loan under the June 23, 2021 Credit Agreement will mature on June 23, 2028, at which time all outstanding principal and accrued and unpaid interest on the Initial Term Loan under the June 23, 2021 Credit Agreement must be repaid. The Revolving Facility will mature on June 23, 2026, at which time all outstanding principal and accrued and unpaid interest under the Revolving Facility must be repaid. The Company is also obligated to pay fees customary for a credit facility of this size and type. The Company’s obligations under the June 23, 2021 Credit Agreement are required to be guaranteed by certain of its domestic subsidiaries meeting materiality thresholds set forth in the June 23, 2021 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, dated as of June 23, 2021, by and among the Company, the subsidiary guarantors from time to time party thereto, and Wells Fargo Bank, National Association, as collateral agent. The June 23, 2021 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 set forth in the June 23, 2021 Credit Agreement. The Revolving Facility also prohibits the Company from having a secured net leverage ratio in excess of 3.50:1.00 (subject to a temporary increase to 3.75:1.00 following the consummation of certain material permitted acquisitions) as of the last day of any fiscal quarter of the Company (commencing with the fiscal quarter ending September 30, 2021) if the aggregate borrowings under the Revolving Facility exceed 1% of the aggregate commitments thereunder (subject to certain exceptions set forth in the June 23, 2021 Credit Agreement) as of such date. As of September 30, 2021, the Company was in compliance with such covenants. The June 23, 2021 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 June 23, 2021 Credit Agreement and may exercise certain other rights and remedies provided for under the June 23, 2021 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 $350.2 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 3.4%, which represents a Level 2 fair value measurement. The debt discount of $0.9 million and debt issuance costs of $2.9 million associated with the Initial Term Loan under the June 23, 2021 Credit Agreement are being amortized to interest expense using the effective interest method over its seven-year term. Debt issuance costs of $0.4 million associated with the Revolving Facility are being amortized to interest expense over its five-year term. Initial Term Loan under May 12, 2017 Credit Agreement On May 12, 2017, the Company entered into the May 12, 2017 Credit Agreement in connection with the acquisition of Exar Corporation. The May 12, 2017 Credit Agreement provided for an initial secured term B loan facility, or the “Initial Term Loan under the May 12, 2017 Credit Agreement,” in an aggregate principal amount of $425.0 million. The May 12, 2017 Credit Agreement permitted the Company to request incremental loans in an aggregate principal amount not to exceed the sum of an amount equal to $160.0 million, plus the amount of certain 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 were subject to certain additional conditions, including obtaining additional commitments from the lenders then party to the credit agreement or new lenders. Loans under the May 12, 2017 Credit Agreement bore 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 The Company was required to make mandatory prepayments of the outstanding principal amount of term loans under the May 12, 2017 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 had the right to prepay its term loans under the May 12, 2017 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. On June 23, 2021, the Company exercised its right to prepay the Initial Term Loan under the May 12, 2017 Credit Agreement and repaid the outstanding principal amount of the Initial Term Loan under the May 12, 2017 Credit Agreement, plus accrued and unpaid interest in full with the proceeds of the Initial Term Loan under the June 23, 2021 Credit Agreement. Incremental Term Loan under May 12, 2017 Credit Agreement, As Amended 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 amended the May 12, 2017 Credit Agreement and provided for a secured incremental term loan facility in an aggregate principal amount of $350.0 million (the “Incremental Term Loan”). The Incremental Term Loan bore 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. Commencing on July 31, 2020, the Incremental Term Loan amortized 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 had a term of three years and was scheduled to mature on July 31, 2023, at which time all outstanding principal and accrued and unpaid interest on the Incremental Term Loan was due. On June 23, 2021, the Company exercised its right to prepay the Incremental Term Loan and repaid the outstanding principal amount of the Incremental Term Loan, plus accrued and unpaid interest in full with the proceeds of the Initial Term Loan under the June 23, 2021 Credit Agreement. In connection with the settlement of the indebtedness under the May 12, 2017 Credit Agreement, in the nine months ended September 30, 2021, the Company recognized an aggregate loss on debt extinguishment of $5.2 million consisting of unamortized debt issuance costs and discounts. Interest Rate Swap |
Stock-Based Compensation
Stock-Based Compensation | 9 Months Ended |
Sep. 30, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Stock-Based Compensation | Stock-Based Compensation Employee Stock-Based Compensation Plans At September 30, 2021, 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 its stock-based compensation and equity plans as of December 31, 2020. There have been no material changes to the terms of the Company’s equity incentive plans during the nine months ended September 30, 2021. As of September 30, 2021, the number of shares of common stock available for future issuance under the 2010 Plan was 15,303,672 shares. As of September 30, 2021, the number of shares of common stock available for future issuance under the ESPP was 4,183,884 shares. 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 February 2021, the Company issued 0.5 million freely-tradable shares of the Company’s common stock in settlement of bonus awards to employees, including executives, for the 2020 performance period. At September 30, 2021, the Company has an accrual of $28.8 million for bonus awards for employees for year-to-date achievement in the 2021 performance period. The Company’s compensation committee retains discretion to effect payment in cash, stock, or a combination of cash and stock. 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, 2021 2020 2021 2020 (in thousands) (in thousands) Cost of net revenue $ 151 $ 143 $ 468 $ 417 Research and development 7,692 6,056 22,121 14,842 Selling, general and administrative 8,179 7,350 20,354 17,202 Restructuring expense — 596 — 596 $ 16,022 $ 14,145 $ 42,943 $ 33,057 The total unrecognized compensation cost related to unvested restricted stock units as of September 30, 2021 was $91.3 million, and the weighted average period over which these equity awards are expected to vest is 2.62 years. The total unrecognized compensation cost related to unvested performance-based restricted stock units as of September 30, 2021 was $19.9 million, and the weighted average period over which these equity awards are expected to vest is 1.16 years. The total unrecognized compensation cost related to unvested stock options as of September 30, 2021 was $0.5 million, and the weighted average period over which these equity awards are expected to vest is 0.76 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, 2020 5,832 $ 20.05 Granted 2,115 37.66 Vested (1,951) 26.48 Canceled (567) 23.86 Outstanding at September 30, 2021 5,429 $ 24.20 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, 2021, the Company believes that it is probable that it 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, 2020 1,722 $ 13.97 Granted (1) 599 35.10 Vested (311) 16.74 Canceled (5) 35.72 Outstanding at September 30, 2021 2,005 $ 19.80 ________________ (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, 2021, there were 113,510 shares of common stock purchased under the ESPP at a weighted average price of $23.21. 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, 2021 2020 Weighted-average grant date fair value per share $ 10.85 $ 6.41 Risk-free interest rate 0.04 % 0.15 % Dividend yield — % — % Expected life (in years) 0.50 0.51 Volatility 61.10 % 93.25 % 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, 2020 797 $ 14.67 Exercised (370) 12.00 Outstanding at September 30, 2021 427 $ 16.97 3.50 $ 13,799 Vested and expected to vest at September 30, 2021 427 $ 16.97 3.49 $ 13,799 Exercisable at September 30, 2021 358 $ 16.69 3.43 $ 11,646 No stock options were granted by the Company during the nine months ended September 30, 2021. The intrinsic value of stock options exercised was $0.2 million and $0.2 million in the three months ended September 30, 2021 and 2020, respectively. The intrinsic value of stock options exercised was $9.2 million and $3.4 million in the nine months ended September 30, 2021 and 2020, respectively. Cash received from exercise of stock options was $0.2 million and $0.6 million during the three months ended September 30, 2021 and 2020, respectively. Cash received from exercise of stock options was $4.0 million and $3.3 million during the nine months ended September 30, 2021 and 2020, respectively. The tax benefit from stock options exercised was $10.0 million and $0.4 million during the three months ended September 30, 2021 and 2020, respectively. The tax benefit from stock options exercised was $23.4 million and $3.6 million during the nine months ended September 30, 2021 and 2020, respectively. |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2021 | |
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 provision of $11.8 million in the three months ended September 30, 2021 and an income tax benefit of $2.2 million in the three months ended September 30, 2020. The Company recorded an income tax provision of $5.6 million in the nine months ended September 30, 2021 and an income tax benefit of $12.1 million in the nine months ended September 30, 2020. The difference between the Company’s effective tax rate and the 21.0% United States federal statutory rate for the three and nine months ended September 30, 2021, respectively, resulted primarily from foreign earnings taxed at rates other than the federal statutory rate, a tax on global intangible low-taxed income (“GILTI”), non-deductible foreign stock-based compensation, partially offset by a benefit related to release of uncertain tax positions under ASC 740-10. The difference between the Company’s effective tax rate and the 21.0% United States federal statutory rate for the three and nine months ended September 30, 2020, respectively, resulted primarily from foreign earnings taxed at rates other than the federal statutory rate, a benefit related to release of uncertain tax positions under ASC 740-10, and excess tax benefits related to stock-based compensation. 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, 2021, the Company’s unrecognized tax benefits increased by $0.6 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, 2021 were approximately $0.4 million and $0.04 million, respectively. |
Concentration of Credit Risk, S
Concentration of Credit Risk, Significant Customers and Geographic Information | 9 Months Ended |
Sep. 30, 2021 | |
Risks and Uncertainties [Abstract] | |
Concentration of Credit Risk, Significant Customers and Geographic Information | Concentration of Credit Risk, Significant Customers and Geographic Information 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, 2021 2020 2021 2020 Percentage of total net revenue Customer A (direct) 17 % 19 % 16 % 15 % Customer B (direct) * 11 % 10 % * Customer C (distributor) * * * 11 % Customer D (distributor) 10 % * * * ____________________________ * 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, 2021 2020 Percentage of gross accounts receivable Customer B (direct) — % 17 % Customer D (distributor) 11 % * Customer E (direct) 10 % * Customer F (distributor) * 13 % ____________________________ * 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, 2021 2020 2021 2020 Vendor A 44 % 42 % 44 % 27 % Vendor B 19 % 18 % 20 % 17 % Vendor C 11 % * 11 % 11 % Vendor D * * * 12 % * Represents less than 10% of the inventory purchases for the respective period. 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, 2021 2020 2021 2020 Amount % of total net revenue Amount % of total net revenue Amount % of total net revenue Amount % of total net revenue Asia $ 191,874 83 % $ 128,566 82 % $ 532,122 83 % $ 234,046 82 % United States 8,971 4 % 4,750 3 % 27,298 4 % 9,976 4 % Rest of world 28,929 13 % 23,317 15 % 85,089 13 % 39,858 14 % Total $ 229,774 100 % $ 156,633 100 % $ 644,509 100 % $ 283,880 100 % 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, 2021 2020 2021 2020 Percentage of total net revenue Hong Kong 40 % 44 % 40 % 45 % China 12 % 21 % 11 % 16 % Vietnam 11 % * 12 % * ____________________________ * 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, China and Vietnam, 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, 2021 2020 Amount % of total Amount % of total United States $ 376,870 69 % $ 403,071 72 % Singapore 123,645 23 % 136,967 24 % Rest of world 42,897 8 % 31,412 5 % Total $ 543,412 100 % $ 571,450 100 % |
Revenue from Contracts with Cus
Revenue from Contracts with Customers | 9 Months Ended |
Sep. 30, 2021 | |
Revenue from Contract with Customer [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, 2021 2020 2021 2020 (1) Broadband $ 126,106 $ 82,036 $ 363,061 $ 131,169 % of net revenue 55 % 52 % 56 % 46 % Connectivity 37,931 24,124 96,672 36,313 % of net revenue 16 % 15 % 15 % 13 % Infrastructure 29,224 21,527 87,385 58,306 % of net revenue 13 % 14 % 14 % 21 % Industrial and multi-market 36,513 28,946 97,391 58,092 % of net revenue 16 % 19 % 15 % 20 % Total net revenue $ 229,774 $ 156,633 $ 644,509 $ 283,880 _______________ (1) The Company’s net revenue by market categories were revised during the fourth quarter of 2020 to align with changing end-market conditions, the Company’s current business priorities, as well as spending requirements and growth opportunities in the four categories. The broadband category includes the Company’s prior connected home category plus the SoC business from the Wi-Fi and Broadband assets business, but excludes wired connectivity. The infrastructure category remains unchanged. Industrial and multi-market includes the previously reported revenue plus component revenues from the Wi-Fi and Broadband assets business. The Company’s connectivity category includes primarily its MoCA/G.hn products and Wi-Fi and Ethernet revenues from the Wi-Fi and Broadband assets business. The 2020 amounts have been retroactively adjusted above to reflect the change in market categories. Revenues from sales through the Company’s distributors accounted for 47% and 46% of net revenue for the three months ended September 30, 2021 and 2020, respectively. Revenues from sales through the Company’s distributors accounted for 46% and 54% of net revenue for the nine months ended September 30, 2021 and 2020, respectively. Contract Liabilities As of September 30, 2021, customer contract liabilities consisted primarily of advanced payments received for which performance obligations have not been completed of approximately $1.0 million. As of December 31, 2020, customer contract liabilities consisted of estimates of obligations to deliver rebates to customers in the form of units of products and were approximately $0.03 million. Revenue recognized in each of the three and nine months ended September 30, 2021 and 2020 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, 2021 and 2020. Obligations to Customers for Price Adjustments and Returns and Assets for Right-of-Returns As of September 30, 2021 and December 31, 2020, obligations to customers consisting of estimates of price protection rights offered to the Company’s end customers totaled $49.4 million and $47.8 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, 2021 were $21.5 million and $3.1 million, respectively, and as of December 31, 2020 were $10.3 million and $2.0 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, 2021 and 2020 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, 2021 and December 31, 2020, 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 $1.1 million and $0.6 million, respectively. Right of return assets are included in inventory in the consolidated balance sheets. As of September 30, 2021 and December 31, 2020, there were no impairment losses recorded on customer accounts receivable. |
Leases
Leases | 9 Months Ended |
Sep. 30, 2021 | |
Leases [Abstract] | |
Leases | Leases Operating Leases Operating lease arrangements primarily consist of office leases expiring in various years through 2028. These leases have original terms of approximately 2 to 8 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, 2021 and December 31, 2020, the weighted average discount rate for operating leases was 3.7% and 4.0%, respectively, and the weighted average remaining lease term for operating leases was 4.5 years as of the end of each of these periods. 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, 2021: Operating Leases (in thousands) 2021 (3 months) $ 2,813 2022 9,512 2023 5,926 2024 4,761 2025 4,391 Thereafter 5,507 Total minimum payments 32,910 Less: imputed interest (2,439) Total lease liabilities 30,471 Less: short-term lease liabilities (9,071) Long-term lease liabilities $ 21,400 Operating lease cost was $2.3 million and $1.4 million for the three months ended September 30, 2021 and 2020, respectively. Operating lease cost was $7.1 million and $3.2 million for the nine months ended September 30, 2021 and 2020, respectively. |
Employee Defined Benefit Retire
Employee Defined Benefit Retirement Plans | 9 Months Ended |
Sep. 30, 2021 | |
Retirement Benefits [Abstract] | |
Employee Defined Benefit Retirement Plans | Employee Defined Benefit Retirement Plans Pension and Other Defined Benefit Retirement Obligations In connection with the July 31, 2020 acquisition of the Wi-Fi and Broadband assets business (Note 3), the Company assumed an obligation of $7.9 million of the Wi-Fi and Broadband assets business associated with certain defined benefit retirement plans, including a pension plan. As of September 30, 2021 and December 31, 2020, the defined benefit obligation was $6.3 million and $6.4 million, respectively. The benefit is based on a formula applied to eligible employee earnings. Net periodic benefit costs were $0.1 million and $0.3 million for the three and nine months ended September 30, 2021, respectively, and were recorded to research and development expenses in the consolidated statements of operations. Net periodic benefit costs were $0.1 million for each of the three and nine months ended September 30, 2020, respectively, 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, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Inventory Purchase and Other Contractual Obligations As of September 30, 2021, future minimum payments under inventory purchase and other obligations are as follows: Inventory Purchase Obligations Other Obligations Total 2021 (3 months) $ 124,347 $ 8,566 $ 132,913 2022 25,962 22,851 48,813 2023 — 11,997 11,997 2024 — 535 535 Total minimum payments $ 150,309 $ 43,949 $ 194,258 Other obligations consist of contractual payments due for software licenses. Our inventory purchase obligations and other obligations increased by $72.5 million to $194.3 million as of September 30, 2021, from $121.7 million as of December 31, 2020 primarily as a result of increased orders of inventory placed with our vendors during the period, partially offset by a decrease in software license obligations. Jointly Funded Research and Development In 2021, the Company entered into contracts for jointly funded research and development projects to develop technology that may be commercialized into a product in the future. As the Company may be required to repay all or a portion of the funds provided by the other parties under certain conditions, total funds received to date from the other parties of $3.8 million have been recorded in other long-term liabilities. Additional amounts under the contracts are tied to certain milestones and will also be recorded as a long-term liability as payment due under such milestones are received. The Company currently expects to de-recognize the liabilities when the contingencies associated with the repayment conditions have been resolved. 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. |
Stock Repurchases
Stock Repurchases | 9 Months Ended |
Sep. 30, 2021 | |
Equity [Abstract] | |
Stock Repurchases | Stock Repurchases On February 23, 2021, the Company’s board of directors authorized a plan to repurchase up to $100 million of the Company’s common stock over a period ending February 16, 2024. The amount and timing of repurchases are subject to a variety of factors including liquidity, share price, market conditions, and legal requirements. Any purchases will be funded from available working capital and may be effected through open market purchases, block transactions, and privately negotiated transactions. The share repurchase program does not obligate the Company to make any repurchases and may be modified, suspended, or terminated by the Company at any time without prior notice. During the three and nine months ended September 30, 2021, the Company repurchased 24,200 and 219,100 shares, respectively, of its common stock at a weighted average price of $41.6746 and $37.1564 per share, respectively, at an aggregate value of approximately $1.0 million and $8.1 million, respectively, under the repurchase program. At September 30, 2021, the aggregate value of common stock repurchased under the program was approximately $8.1 million and approximately $91.9 million remained available for repurchase under the program. |
Organization and Summary of S_2
Organization and Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation and Principles of Consolidation | 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, 2020 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, 2020 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 11, 2021, or the Annual Report. Interim results for the nine months ended September 30, 2021 are not necessarily indicative of the results that may be expected for the fiscal year ending December 31, 2021. |
Use of Estimates and Significant Risks and Uncertainties | 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. Last year, 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 the Company has benefited from increased demand for certain of our products from the work-from-home environment in the second half of 2020 and the first three quarters of 2021, a sudden increase in demand for electronics containing semiconductor chips and stockpiling of chips by certain firms in China blacklisted by the U.S. has exacerbated bottlenecks in the supply chain, resulting in a global semiconductor chip shortage impacting the Company’s industry. Some chip manufacturers are estimating this supply shortage may continue into 2023. While these chip manufacturers are working to increase capacity in the future, and the Company is continuing to work closely with our suppliers and customers to minimize the potential adverse impacts of the supply shortage, such shortage may have a near-term impact on the Company’s ability to meet increased demand on certain products and have a negative impact on its operating results which may continue into 2023. Heightened volatility, global supply shortages, 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. |
Recently Adopted Accounting Pronouncements | Recently Adopted 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 related to the approach for intraperiod tax allocation, recognition of deferred tax liabilities for outside basis differences and 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 are effective for the Company beginning with fiscal year 2021. 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 the amendments in this update did not have a material impact on the Company’s consolidated financial position and results of operations as of and for the nine months ended September 30, 2021, and is also not expected to have a material impact on the Company’s financial position and results of operations as of and for the year ending December 31, 2021. In October 2020, the FASB issued ASU No. 2020-10 Codification Improvements , to make incremental improvements to GAAP and address stakeholder suggestions, including, among other things, clarifying that the requirement to provide comparative information in the financial statements extends to the corresponding disclosures section. The amendments in this update are effective for the Company beginning with fiscal year 2021. The amendments in this update should be applied retrospectively and at the beginning of the period that includes the adoption date. The adoption of the amendments in this update did not have a material impact on the Company’s financial disclosures as of and for the nine months ended September 30, 2021, and is also not expected to have a material impact on the Company’s financial disclosures for the year ending December 31, 2021. |
Net Income (Loss) Per Share (Ta
Net Income (Loss) Per Share (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
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, 2021 2020 2021 2020 (in thousands, except per share amounts) Numerator: Net income (loss) $ 9,258 $ (36,645) $ 13,793 $ (73,921) Denominator: Weighted average common shares outstanding—basic 76,582 73,402 75,795 72,729 Dilutive common stock equivalents 3,233 — 3,253 — Weighted average common shares outstanding—diluted 79,815 73,402 79,048 72,729 Net income (loss) per share: Basic $ 0.12 $ (0.50) $ 0.18 $ (1.02) Diluted $ 0.12 $ (0.50) $ 0.17 $ (1.02) |
Business Combinations (Tables)
Business Combinations (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
WiFi and Broadband assets business | |
Business Acquisition [Line Items] | |
Schedule of Business Acquisitions, by Acquisition | The following table summarizes the fair value of purchase price consideration to acquire the Wi-Fi 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 the final allocation of purchase price as of the July 31, 2020 acquisition closing date based upon an estimate of the fair value of the assets acquired and the liabilities assumed by the Company in the acquisition (in thousands): Description Amount Fair value of consideration transferred: Cash $ 150,000 Purchase price allocation: Inventory $ 67,100 Property and equipment 17,641 Identifiable intangible assets 58,000 Deferred tax assets 457 Accrued expenses (68) Accrued price protection liability (413) Accrued compensation (7,916) Other long-term liabilities (8,197) Identifiable net assets acquired 126,604 Goodwill 23,396 Total purchase price $ 150,000 |
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. | |
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) — Total purchase price $ 61,180 _________________ (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 stockholders throughout 2021. (3) The fair value of contingent consideration is zero as the applicable financial objectives from July 1, 2020 through December 31, 2022 are not expected to be met based on the Company’s forecast. |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed | The following is the final allocation of purchase price as of the September 9, 2020 acquisition closing date based upon an estimate of the fair value of the assets acquired and the liabilities assumed by the Company in the acquisition (in thousands): Description Amount Purchase price allocation: Accounts receivable $ 175 Prepaid expenses and other current assets 879 Property and equipment 177 Leased right-of-use assets 1,805 Identifiable intangible assets 19,900 Accounts payable (602) Accrued expenses and other current liabilities (323) Accrued compensation (223) Long-term lease liabilities (1,546) Other long-term liabilities (164) Identifiable net assets acquired 20,078 Goodwill 41,102 Total purchase price $ 61,180 |
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 $ 17,500 Trademarks and tradenames 7 1,000 Customer-related intangible 5 900 Product backlog 5.33 500 Total identifiable intangible assets acquired $ 19,900 |
Restructuring Activity (Tables)
Restructuring Activity (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
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, 2021 2020 2021 2020 (in thousands) Employee separation expenses $ — $ 1,523 $ 1,273 $ 1,620 Lease related charges — 1,723 608 1,998 Other — 34 323 215 $ — $ 3,280 $ 2,204 $ 3,833 |
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, 2021. 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, 2020 $ 3,274 $ 720 $ 3 $ 3,997 Restructuring charges 1,273 608 323 2,204 Cash payments (1,833) (265) (25) (2,123) Reimbursement from Intel (2,711) — — (2,711) Non-cash charges and adjustments (3) (553) (301) (857) Liability as of September 30, 2021 — 510 — 510 Less: current portion as of September 30, 2021 — (334) — (334) Long-term portion as of September 30, 2021 $ — $ 176 $ — $ 176 |
Goodwill and Intangibles Assets
Goodwill and Intangibles Assets (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
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, which are amortized over their estimated useful lives: September 30, 2021 December 31, 2020 Weighted Gross Carrying Amount Accumulated Amortization Net Carrying Amount Gross Carrying Value Accumulated Amortization Net Carrying Amount (in thousands) Licensed technology 6.4 $ 11,485 $ (2,065) $ 9,420 $ 4,869 $ (2,006) $ 2,863 Developed technology 7.0 304,061 (178,485) 125,576 304,061 (146,252) 157,809 Trademarks and trade names 6.2 14,800 (10,620) 4,180 14,800 (8,818) 5,982 Customer relationships 4.6 128,800 (111,647) 17,153 128,800 (96,047) 32,753 Backlog 2.4 1,300 (935) 365 1,300 (641) 659 6.2 $ 460,446 $ (303,752) $ 156,694 $ 453,830 $ (253,764) $ 200,066 |
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, 2021 2020 2021 2020 (in thousands) (in thousands) Cost of net revenue $ 10,761 $ 9,910 $ 32,288 $ 27,093 Research and development 1 2 3 4 Selling, general and administrative 5,812 6,056 17,697 17,328 $ 16,574 $ 15,968 $ 49,988 $ 44,425 |
Schedule of Finite-Lived Intangible Assets | The following table sets forth the activity related to finite-lived intangible assets: Nine Months Ended September 30, 2021 2020 (in thousands) Beginning balance $ 200,066 $ 187,971 Acquisitions (Note 3) — 81,100 Additions 6,616 388 Amortization (49,988) (44,425) Impairment losses — (86) Ending balance $ 156,694 $ 224,948 |
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, 2021: Amount (in thousands) 2021 (3 months) $ 16,810 2022 49,014 2023 37,462 2024 22,045 2025 11,947 Thereafter 19,416 Total $ 156,694 |
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 indefinite-lived intangible assets: Nine Months Ended September 30, 2021 2020 (in thousands) Beginning balance $ 7,200 $ — Acquisitions (Note 3) — 7,200 Ending balance $ 7,200 $ 7,200 |
Balance Sheet Details (Tables)
Balance Sheet Details (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Balance Sheet Related Disclosures [Abstract] | |
Cash, Cash Equivalents and Investments | Cash, cash equivalents and restricted cash consist of the following: September 30, 2021 December 31, 2020 (in thousands) Cash and cash equivalents $ 169,424 $ 148,901 Short-term restricted cash 107 115 Long-term restricted cash 1,023 1,018 Total cash, cash equivalents and restricted cash $ 170,554 $ 150,034 |
Inventory | Inventory consists of the following: September 30, 2021 December 31, 2020 (in thousands) Work-in-process $ 63,436 $ 35,852 Finished goods 63,911 61,987 $ 127,347 $ 97,839 |
Prepaid and Other Current Assets | Prepaid and other current assets consist of the following: September 30, 2021 December 31, 2020 (in thousands) Prepaid expenses $ 9,986 $ 7,674 Other receivables — 32,762 Other current assets 4,549 6,985 $ 14,535 $ 47,421 |
Property and Equipment | Property and equipment, net consists of the following: Useful Life September 30, 2021 December 31, 2020 (in thousands) Furniture and fixtures 5 $ 3,855 $ 2,524 Machinery and equipment 3-5 59,759 55,456 Masks and production equipment 2-5 28,336 19,205 Software 3 8,569 7,194 Leasehold improvements 1-5 30,126 16,871 Construction in progress N/A 2,045 8,050 132,690 109,300 Less: accumulated depreciation and amortization (79,668) (69,830) $ 53,022 $ 39,470 |
Price Protection Liability | Accrued price protection liability consists of the following activity: Nine Months Ended September 30, 2021 2020 (in thousands) Beginning balance $ 47,766 $ 12,557 Charged as a reduction of revenue 60,488 17,358 Reversal of unclaimed rebates — (159) Payments (58,843) (11,722) Ending balance $ 49,411 $ 18,034 |
Accrued Expenses | Accrued expenses and other current liabilities consist of the following: September 30, 2021 December 31, 2020 (in thousands) Deferred purchase price payments $ — $ 34,484 Payables under transition services agreement — 17,420 Accrued technology license payments 5,011 5,821 Accrued professional fees 3,880 2,620 Accrued engineering and production costs 12,641 3,448 Accrued restructuring 634 3,628 Accrued royalty 1,478 1,965 Short-term lease liabilities 9,071 8,144 Accrued customer credits 1,284 1,135 Income tax liability 5,500 1,193 Customer contract liabilities 1,023 29 Accrued obligations to customers for price adjustments 21,458 10,277 Accrued obligations to customers for stock rotation rights 3,108 2,036 Other 5,778 13,642 $ 70,866 $ 105,842 |
Schedule of Accumulated Other Comprehensive Income (Loss) by Component | The following table summarizes the change in balances of accumulated other comprehensive income (loss) by component: Cumulative Translation Adjustments Pension and Other Defined Benefit Plan Obligation Total (in thousands) Balance at December 31, 2020 $ 263 $ 1,172 $ 1,435 Other comprehensive income (loss) before reclassifications, net of tax (924) — (924) Balance at September 30, 2021 $ (661) $ 1,172 $ 511 |
Debt and Interest Rate Swap (Ta
Debt and Interest Rate Swap (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
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 under June 23, 2021 credit agreement $ 330,000 $ — Initial term loan under May 12, 2017 credit agreement — 212,000 Incremental term loan under May 12, 2017 credit agreement, as amended — 157,812 Total principal balance 330,000 369,812 Less: Unamortized debt discount (840) (1,767) Unamortized debt issuance costs (3,133) (4,453) Net carrying amount of long-term debt 326,027 363,592 Less: current portion of long-term debt — — Long-term debt, non-current portion $ 326,027 $ 363,592 |
Schedule of Maturities of Long-term Debt | As of September 30, 2021, aggregate future payments of principal are as follows: Amount (in thousands) 2021 (3 months) $ — 2022 — 2023 — 2024 — 2025 — Thereafter 330,000 Total principal payments due 330,000 Less: current portion — Long-term debt principal, non-current portion $ 330,000 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Stock-Based Compensation Expense | 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, 2021 2020 2021 2020 (in thousands) (in thousands) Cost of net revenue $ 151 $ 143 $ 468 $ 417 Research and development 7,692 6,056 22,121 14,842 Selling, general and administrative 8,179 7,350 20,354 17,202 Restructuring expense — 596 — 596 $ 16,022 $ 14,145 $ 42,943 $ 33,057 |
Summary of Restricted Stock Unit 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, 2020 5,832 $ 20.05 Granted 2,115 37.66 Vested (1,951) 26.48 Canceled (567) 23.86 Outstanding at September 30, 2021 5,429 $ 24.20 |
Summary of Performance-Based Restricted Stock Unit Activity | 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, 2020 1,722 $ 13.97 Granted (1) 599 35.10 Vested (311) 16.74 Canceled (5) 35.72 Outstanding at September 30, 2021 2,005 $ 19.80 ________________ (1) Number of shares granted is based on the maximum percentage achievable in the performance-based restricted stock unit 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, 2021 2020 Weighted-average grant date fair value per share $ 10.85 $ 6.41 Risk-free interest rate 0.04 % 0.15 % Dividend yield — % — % Expected life (in years) 0.50 0.51 Volatility 61.10 % 93.25 % |
Summary of Stock Option Activity | 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, 2020 797 $ 14.67 Exercised (370) 12.00 Outstanding at September 30, 2021 427 $ 16.97 3.50 $ 13,799 Vested and expected to vest at September 30, 2021 427 $ 16.97 3.49 $ 13,799 Exercisable at September 30, 2021 358 $ 16.69 3.43 $ 11,646 |
Concentration of Credit Risk,_2
Concentration of Credit Risk, Significant Customers and Geographic Information (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
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, 2021 2020 2021 2020 Percentage of total net revenue Customer A (direct) 17 % 19 % 16 % 15 % Customer B (direct) * 11 % 10 % * Customer C (distributor) * * * 11 % Customer D (distributor) 10 % * * * ____________________________ * 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, 2021 2020 Percentage of gross accounts receivable Customer B (direct) — % 17 % Customer D (distributor) 11 % * Customer E (direct) 10 % * Customer F (distributor) * 13 % ____________________________ * 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, 2021 2020 2021 2020 Vendor A 44 % 42 % 44 % 27 % Vendor B 19 % 18 % 20 % 17 % Vendor C 11 % * 11 % 11 % Vendor D * * * 12 % * Represents less than 10% of the inventory purchases for the respective period. |
Revenue from External Customers by Geographic Areas | 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, 2021 2020 2021 2020 Amount % of total net revenue Amount % of total net revenue Amount % of total net revenue Amount % of total net revenue Asia $ 191,874 83 % $ 128,566 82 % $ 532,122 83 % $ 234,046 82 % United States 8,971 4 % 4,750 3 % 27,298 4 % 9,976 4 % Rest of world 28,929 13 % 23,317 15 % 85,089 13 % 39,858 14 % Total $ 229,774 100 % $ 156,633 100 % $ 644,509 100 % $ 283,880 100 % 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, 2021 2020 2021 2020 Percentage of total net revenue Hong Kong 40 % 44 % 40 % 45 % China 12 % 21 % 11 % 16 % Vietnam 11 % * 12 % * ____________________________ * 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, 2021 2020 Amount % of total Amount % of total United States $ 376,870 69 % $ 403,071 72 % Singapore 123,645 23 % 136,967 24 % Rest of world 42,897 8 % 31,412 5 % Total $ 543,412 100 % $ 571,450 100 % |
Revenue from Contracts with C_2
Revenue from Contracts with Customers (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Revenue from Contract with Customer [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, 2021 2020 2021 2020 (1) Broadband $ 126,106 $ 82,036 $ 363,061 $ 131,169 % of net revenue 55 % 52 % 56 % 46 % Connectivity 37,931 24,124 96,672 36,313 % of net revenue 16 % 15 % 15 % 13 % Infrastructure 29,224 21,527 87,385 58,306 % of net revenue 13 % 14 % 14 % 21 % Industrial and multi-market 36,513 28,946 97,391 58,092 % of net revenue 16 % 19 % 15 % 20 % Total net revenue $ 229,774 $ 156,633 $ 644,509 $ 283,880 _______________ |
Leases (Tables)
Leases (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Leases [Abstract] | |
Aggregate Future Minimum Payments Due | 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, 2021: Operating Leases (in thousands) 2021 (3 months) $ 2,813 2022 9,512 2023 5,926 2024 4,761 2025 4,391 Thereafter 5,507 Total minimum payments 32,910 Less: imputed interest (2,439) Total lease liabilities 30,471 Less: short-term lease liabilities (9,071) Long-term lease liabilities $ 21,400 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Future Minimum Payments Under Inventory Purchase Obligations | As of September 30, 2021, future minimum payments under inventory purchase and other obligations are as follows: Inventory Purchase Obligations Other Obligations Total 2021 (3 months) $ 124,347 $ 8,566 $ 132,913 2022 25,962 22,851 48,813 2023 — 11,997 11,997 2024 — 535 535 Total minimum payments $ 150,309 $ 43,949 $ 194,258 |
Future Minimum Payments Under Other Obligations | As of September 30, 2021, future minimum payments under inventory purchase and other obligations are as follows: Inventory Purchase Obligations Other Obligations Total 2021 (3 months) $ 124,347 $ 8,566 $ 132,913 2022 25,962 22,851 48,813 2023 — 11,997 11,997 2024 — 535 535 Total minimum payments $ 150,309 $ 43,949 $ 194,258 |
Organization and Summary of S_3
Organization and Summary of Significant Accounting Policies (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Dec. 31, 2019 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||||
Cash and cash equivalents | $ 170,554 | $ 150,034 | $ 96,742 | $ 93,117 |
Net Income (Loss) Per Share -Su
Net Income (Loss) Per Share -Summary of Basic and Diluted Earnings Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||||||
Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Numerator: | ||||||||
Net income (loss) | $ 9,258 | $ 733 | $ 3,802 | $ (36,645) | $ (21,807) | $ (15,469) | $ 13,793 | $ (73,921) |
Denominator: | ||||||||
Weighted average common shares outstanding—basic (shares) | 76,582 | 73,402 | 75,795 | 72,729 | ||||
Dilutive common stock equivalents (shares) | 3,233 | 0 | 3,253 | 0 | ||||
Weighted average common shares outstanding-diluted (shares) | 79,815 | 73,402 | 79,048 | 72,729 | ||||
Net income (loss) per share: | ||||||||
Basic (usd per share) | $ 0.12 | $ (0.50) | $ 0.18 | $ (1.02) | ||||
Diluted (usd per share) | $ 0.12 | $ (0.50) | $ 0.17 | $ (1.02) |
Net Income (Loss) Per Share - A
Net Income (Loss) Per Share - Additional Information (Details) - shares shares in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Earnings Per Share [Abstract] | ||||
Common stock equivalents excluded from the calculation of diluted net income (loss) (shares) | 80 | 3,500 | 70 | 3,100 |
Business Combinations - Additio
Business Combinations - Additional Information (Details) - USD ($) $ in Thousands | Sep. 09, 2020 | Jul. 31, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 |
Business Acquisition [Line Items] | |||||
Cash | $ 35,000 | $ 160,000 | |||
Aggregate principal amount of long-term debt | 330,000 | ||||
Goodwill | 302,828 | $ 302,828 | |||
WiFi and Broadband assets business | |||||
Business Acquisition [Line Items] | |||||
Cash | $ 150,000 | ||||
Aggregate principal amount of long-term debt | 175,000 | ||||
Contingent consideration, liability (up to) | 25,000 | ||||
Goodwill | $ 23,396 | ||||
NanoSemi, Inc. | |||||
Business Acquisition [Line Items] | |||||
Cash | $ 10,000 | ||||
Shares issued (in shares) | 804,163 | ||||
Consideration transferred | $ 61,180 | ||||
Goodwill | 41,102 | ||||
NanoSemi, Inc. | Deferred payment of consideration in business acquisition | |||||
Business Acquisition [Line Items] | |||||
Consideration transferred | $ 35,000 | ||||
NanoSemi, Inc. | Contingent Consideration - NanoSemi | |||||
Business Acquisition [Line Items] | |||||
Consideration transferred | $ 35,000 |
Business Combinations - Schedul
Business Combinations - Schedule of Business Acquisitions, by Acquisition (Details) - USD ($) $ / shares in Units, $ in Thousands | Sep. 09, 2020 | Jul. 31, 2020 | Sep. 30, 2021 | Sep. 30, 2020 |
Fair value of purchase consideration: | ||||
Cash | $ 35,000 | $ 160,000 | ||
WiFi and Broadband assets business | ||||
Fair value of purchase consideration: | ||||
Cash | $ 150,000 | |||
NanoSemi, Inc. | ||||
Fair value of purchase consideration: | ||||
Cash | $ 10,000 | |||
Common stock issued | 17,080 | |||
Liabilities incurred | 34,100 | |||
Total purchase price | $ 61,180 | |||
Shares issued (in shares) | 804,163 | |||
Share price (in dollars per share) | $ 21.24 | |||
NanoSemi, Inc. | Deferred payment of consideration in business acquisition | ||||
Fair value of purchase consideration: | ||||
Total purchase price | $ 35,000 | |||
NanoSemi, Inc. | Contingent Consideration - NanoSemi | ||||
Fair value of purchase consideration: | ||||
Liabilities incurred | $ 0 |
Business Combinations - Sched_2
Business Combinations - Schedule of Recognized Identified Assets Acquired and Liabilities Assumed WiFi and Broadband assets business (Details) - USD ($) $ in Thousands | Jul. 31, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 |
Fair value of purchase consideration: | ||||
Cash | $ 35,000 | $ 160,000 | ||
Purchase price allocation: | ||||
Goodwill | $ 302,828 | $ 302,828 | ||
WiFi and Broadband assets business | ||||
Fair value of purchase consideration: | ||||
Cash | $ 150,000 | |||
Purchase price allocation: | ||||
Inventory | 67,100 | |||
Property and equipment | 17,641 | |||
Identifiable intangible assets | 58,000 | |||
Deferred tax assets | 457 | |||
Accrued expenses | (68) | |||
Accrued price protection liability | (413) | |||
Accrued compensation | (7,916) | |||
Other long-term liabilities | (8,197) | |||
Identifiable net assets acquired | 126,604 | |||
Goodwill | 23,396 | |||
Total purchase price | $ 150,000 |
Business Combinations - Finite-
Business Combinations - Finite-Lived and Indefinite-Lived Intangible Assets Acquired as Part of Business Combination (Details) - USD ($) $ in Thousands | Sep. 09, 2020 | Jul. 31, 2020 |
WiFi and Broadband assets business | ||
Business Acquisition [Line Items] | ||
Finite-lived intangible assets: | $ 50,800 | |
Identifiable intangible assets | 58,000 | |
WiFi and Broadband assets business | IPR&D | ||
Business Acquisition [Line Items] | ||
Indefinite-lived intangible assets: | $ 7,200 | |
WiFi and Broadband assets business | Developed technology | ||
Business Acquisition [Line Items] | ||
Finite-lived intangible assets, estimated life in years | 7 years | |
Finite-lived intangible assets: | $ 43,200 | |
WiFi and Broadband assets business | Customer-related intangible | ||
Business Acquisition [Line Items] | ||
Finite-lived intangible assets, estimated life in years | 5 years | |
Finite-lived intangible assets: | $ 6,800 | |
WiFi and Broadband assets business | Product backlog | ||
Business Acquisition [Line Items] | ||
Finite-lived intangible assets, estimated life in years | 6 months 29 days | |
Finite-lived intangible assets: | $ 800 | |
NanoSemi, Inc. | ||
Business Acquisition [Line Items] | ||
Identifiable intangible assets | $ 19,900 | |
NanoSemi, Inc. | Developed technology | ||
Business Acquisition [Line Items] | ||
Finite-lived intangible assets, estimated life in years | 7 years | |
Finite-lived intangible assets: | $ 17,500 | |
NanoSemi, Inc. | Trademarks and tradenames | ||
Business Acquisition [Line Items] | ||
Finite-lived intangible assets, estimated life in years | 7 years | |
Finite-lived intangible assets: | $ 1,000 | |
NanoSemi, Inc. | Customer-related intangible | ||
Business Acquisition [Line Items] | ||
Finite-lived intangible assets, estimated life in years | 5 years | |
Finite-lived intangible assets: | $ 900 | |
NanoSemi, Inc. | Product backlog | ||
Business Acquisition [Line Items] | ||
Finite-lived intangible assets, estimated life in years | 5 years 3 months 29 days | |
Finite-lived intangible assets: | $ 500 |
Business Combinations - Sched_3
Business Combinations - Schedule of Recognized Identified Assets Acquired and Liabilities Assumed NanoSemi, Inc. (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 | Sep. 09, 2020 |
Purchase price allocation: | |||
Goodwill | $ 302,828 | $ 302,828 | |
NanoSemi, Inc. | |||
Purchase price allocation: | |||
Accounts receivable | $ 175 | ||
Prepaid expenses and other current assets | 879 | ||
Property and equipment | 177 | ||
Leased right-of-use assets | 1,805 | ||
Identifiable intangible assets | 19,900 | ||
Accounts payable | (602) | ||
Long-term lease liabilities | (1,546) | ||
Other long-term liabilities | (164) | ||
Identifiable net assets acquired | 20,078 | ||
Goodwill | 41,102 | ||
Total purchase price | 61,180 | ||
NanoSemi, Inc. | Accrued expenses and other current liabilities | |||
Purchase price allocation: | |||
Accrued liabilities | (323) | ||
NanoSemi, Inc. | Accrued compensation | |||
Purchase price allocation: | |||
Accrued liabilities | $ (223) |
Restructuring Activity - Restru
Restructuring Activity - Restructuring and Related Costs (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring charges | $ 0 | $ 3,280 | $ 2,204 | $ 3,833 |
Employee separation expenses | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring charges | 0 | 1,523 | 1,273 | 1,620 |
Lease related charges | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring charges | 0 | 1,723 | 608 | 1,998 |
Other | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring charges | $ 0 | $ 34 | $ 323 | $ 215 |
Restructuring Activities - Addi
Restructuring Activities - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Impairment of leasehold improvements | $ 226 | $ 319 | |
Terminated Lease | |||
Impairment of leased right-of-use assets | $ 1,500 | $ 400 | $ 1,500 |
Restructuring Activity - Schedu
Restructuring Activity - Schedule of Restructuring Reserve by Type of Cost (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Restructuring Reserve [Roll Forward] | ||||
Liability beginning balance | $ 3,997 | |||
Restructuring charges | $ 0 | $ 3,280 | 2,204 | $ 3,833 |
Cash payments | (2,123) | |||
Reimbursement from Intel | (2,711) | |||
Non-cash charges and adjustments | (857) | |||
Liability ending balance | 510 | 510 | ||
Employee separation expenses | ||||
Restructuring Reserve [Roll Forward] | ||||
Liability beginning balance | 3,274 | |||
Restructuring charges | 0 | 1,523 | 1,273 | 1,620 |
Cash payments | (1,833) | |||
Reimbursement from Intel | (2,711) | |||
Non-cash charges and adjustments | (3) | |||
Liability ending balance | 0 | 0 | ||
Lease related charges | ||||
Restructuring Reserve [Roll Forward] | ||||
Liability beginning balance | 720 | |||
Restructuring charges | 0 | 1,723 | 608 | 1,998 |
Cash payments | (265) | |||
Reimbursement from Intel | 0 | |||
Non-cash charges and adjustments | (553) | |||
Liability ending balance | 510 | 510 | ||
Other | ||||
Restructuring Reserve [Roll Forward] | ||||
Liability beginning balance | 3 | |||
Restructuring charges | 0 | $ 34 | 323 | $ 215 |
Cash payments | (25) | |||
Reimbursement from Intel | 0 | |||
Non-cash charges and adjustments | (301) | |||
Liability ending balance | 0 | 0 | ||
Restructuring expense | ||||
Restructuring Reserve [Roll Forward] | ||||
Liability ending balance | 334 | 334 | ||
Restructuring expense | Employee separation expenses | ||||
Restructuring Reserve [Roll Forward] | ||||
Liability ending balance | 0 | 0 | ||
Restructuring expense | Lease related charges | ||||
Restructuring Reserve [Roll Forward] | ||||
Liability ending balance | 334 | 334 | ||
Restructuring expense | Other | ||||
Restructuring Reserve [Roll Forward] | ||||
Liability ending balance | 0 | 0 | ||
Restructuring - Long term | ||||
Restructuring Reserve [Roll Forward] | ||||
Liability ending balance | 176 | 176 | ||
Restructuring - Long term | Employee separation expenses | ||||
Restructuring Reserve [Roll Forward] | ||||
Liability ending balance | 0 | 0 | ||
Restructuring - Long term | Lease related charges | ||||
Restructuring Reserve [Roll Forward] | ||||
Liability ending balance | 176 | 176 | ||
Restructuring - Long term | Other | ||||
Restructuring Reserve [Roll Forward] | ||||
Liability ending balance | $ 0 | $ 0 |
Goodwill and Intangibles Asse_2
Goodwill and Intangibles Assets - Additional Information (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||||
Change in the carrying value of goodwill | $ 0 | $ 0 | ||
Goodwill impairment | 0 | $ 0 | 0 | $ 0 |
Impairment losses related to finite-lived intangible assets | 0 | 0 | 0 | 86,000 |
IPR&D impairment losses | $ 0 | $ 0 | $ 0 | $ 0 |
Goodwill and Intangibles Asse_3
Goodwill and Intangibles Assets - Schedule of Acquired Finite-Lived Intangible Assets by Major Class (Details) - USD ($) $ in Thousands | 9 Months Ended | |||
Sep. 30, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Dec. 31, 2019 | |
Finite-Lived Intangible Assets [Line Items] | ||||
Weighted Average Useful Life (in Years) | 6 years 2 months 12 days | |||
Gross Carrying Amount | $ 460,446 | $ 453,830 | ||
Accumulated Amortization | (303,752) | (253,764) | ||
Net Carrying Amount | $ 156,694 | 200,066 | $ 224,948 | $ 187,971 |
Licensed technology | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Weighted Average Useful Life (in Years) | 6 years 4 months 24 days | |||
Gross Carrying Amount | $ 11,485 | 4,869 | ||
Accumulated Amortization | (2,065) | (2,006) | ||
Net Carrying Amount | $ 9,420 | 2,863 | ||
Developed technology | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Weighted Average Useful Life (in Years) | 7 years | |||
Gross Carrying Amount | $ 304,061 | 304,061 | ||
Accumulated Amortization | (178,485) | (146,252) | ||
Net Carrying Amount | $ 125,576 | 157,809 | ||
Trademarks and trade names | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Weighted Average Useful Life (in Years) | 6 years 2 months 12 days | |||
Gross Carrying Amount | $ 14,800 | 14,800 | ||
Accumulated Amortization | (10,620) | (8,818) | ||
Net Carrying Amount | $ 4,180 | 5,982 | ||
Customer relationships | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Weighted Average Useful Life (in Years) | 4 years 7 months 6 days | |||
Gross Carrying Amount | $ 128,800 | 128,800 | ||
Accumulated Amortization | (111,647) | (96,047) | ||
Net Carrying Amount | $ 17,153 | 32,753 | ||
Backlog | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Weighted Average Useful Life (in Years) | 2 years 4 months 24 days | |||
Gross Carrying Amount | $ 1,300 | 1,300 | ||
Accumulated Amortization | (935) | (641) | ||
Net Carrying Amount | $ 365 | $ 659 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets - Finite-lived Intangible Assets Amortization Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Finite-Lived Intangible Assets [Line Items] | ||||
Amortization | $ 16,574 | $ 15,968 | $ 49,988 | $ 44,425 |
Cost of net revenue | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Amortization | 10,761 | 9,910 | 32,288 | 27,093 |
Research and development | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Amortization | 1 | 2 | 3 | 4 |
Selling, general and administrative | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Amortization | $ 5,812 | $ 6,056 | $ 17,697 | $ 17,328 |
Goodwill and Intangibles Asse_4
Goodwill and Intangibles Assets - Schedule of Finite-Lived Intangible Assets (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Finite-lived Intangible Assets [Roll Forward] | ||||
Beginning balance | $ 200,066,000 | $ 187,971,000 | ||
Acquisitions (Note 3) | 0 | 81,100,000 | ||
Additions | 6,616,000 | 388,000 | ||
Amortization | $ (16,574,000) | $ (15,968,000) | (49,988,000) | (44,425,000) |
Impairment losses | 0 | 0 | 0 | (86,000) |
Ending balance | $ 156,694,000 | $ 224,948,000 | $ 156,694,000 | $ 224,948,000 |
Goodwill and Intangibles Asse_5
Goodwill and Intangibles Assets - Schedule of Finite-Lived Intangible Assets, Future Amortization Expense (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Dec. 31, 2019 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||||
2021 (3 months) | $ 16,810 | |||
2022 | 49,014 | |||
2023 | 37,462 | |||
2024 | 22,045 | |||
2025 | 11,947 | |||
Thereafter | 19,416 | |||
Net Carrying Amount | $ 156,694 | $ 200,066 | $ 224,948 | $ 187,971 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets - Schedule of Indefinite-Lived Intangible Assets (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Beginning balance | $ 7,200 | $ 0 |
Acquisitions (Note 3) | 0 | 7,200 |
Ending balance | $ 7,200 | $ 7,200 |
Balance Sheet Details - Cash, C
Balance Sheet Details - Cash, Cash Equivalents and Investments (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Balance Sheet Related Disclosures [Abstract] | ||
Cash and cash equivalents | $ 169,424 | $ 148,901 |
Short-term restricted cash | 107 | 115 |
Long-term restricted cash | 1,023 | 1,018 |
Total cash, cash equivalents and restricted cash | 170,554 | 150,034 |
Money market funds | 20,400 | 20,400 |
Restricted cash | $ 1,100 | $ 1,100 |
Balance Sheet Details - Invento
Balance Sheet Details - Inventory (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Balance Sheet Related Disclosures [Abstract] | ||
Work-in-process | $ 63,436 | $ 35,852 |
Finished goods | 63,911 | 61,987 |
Inventory | $ 127,347 | $ 97,839 |
Balance Sheet Details - Prepaid
Balance Sheet Details - Prepaid and Other Current Assets (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Balance Sheet Related Disclosures [Abstract] | ||
Prepaid expenses | $ 9,986 | $ 7,674 |
Other receivables | 0 | 32,762 |
Other current assets | 4,549 | 6,985 |
Prepaid expenses and other current assets | $ 14,535 | 47,421 |
Other receivables - due from Intel | 28,400 | |
Receivable due from Intel - reimbursement | $ 4,400 |
Balance Sheet Details - Propert
Balance Sheet Details - Property and Equipment (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | |
Property, Plant and Equipment [Line Items] | |||||
Property and equipment, gross | $ 132,690 | $ 132,690 | $ 109,300 | ||
Less: accumulated depreciation and amortization | (79,668) | (79,668) | (69,830) | ||
Property and equipment, net | 53,022 | 53,022 | 39,470 | ||
Depreciation | 4,700 | $ 3,600 | $ 12,000 | $ 6,900 | |
Furniture and fixtures | |||||
Property, Plant and Equipment [Line Items] | |||||
Useful Life (in Years) | 5 years | ||||
Property and equipment, gross | 3,855 | $ 3,855 | 2,524 | ||
Machinery and equipment | |||||
Property, Plant and Equipment [Line Items] | |||||
Property and equipment, gross | 59,759 | $ 59,759 | 55,456 | ||
Machinery and equipment | Minimum | |||||
Property, Plant and Equipment [Line Items] | |||||
Useful Life (in Years) | 3 years | ||||
Machinery and equipment | Maximum | |||||
Property, Plant and Equipment [Line Items] | |||||
Useful Life (in Years) | 5 years | ||||
Masks and production equipment | |||||
Property, Plant and Equipment [Line Items] | |||||
Property and equipment, gross | 28,336 | $ 28,336 | 19,205 | ||
Masks and production equipment | Minimum | |||||
Property, Plant and Equipment [Line Items] | |||||
Useful Life (in Years) | 2 years | ||||
Masks and production equipment | Maximum | |||||
Property, Plant and Equipment [Line Items] | |||||
Useful Life (in Years) | 5 years | ||||
Software | |||||
Property, Plant and Equipment [Line Items] | |||||
Useful Life (in Years) | 3 years | ||||
Property and equipment, gross | 8,569 | $ 8,569 | 7,194 | ||
Leasehold improvements | |||||
Property, Plant and Equipment [Line Items] | |||||
Property and equipment, gross | 30,126 | $ 30,126 | 16,871 | ||
Leasehold improvements | Minimum | |||||
Property, Plant and Equipment [Line Items] | |||||
Useful Life (in Years) | 1 year | ||||
Leasehold improvements | Maximum | |||||
Property, Plant and Equipment [Line Items] | |||||
Useful Life (in Years) | 5 years | ||||
Construction in progress | |||||
Property, Plant and Equipment [Line Items] | |||||
Property and equipment, gross | $ 2,045 | $ 2,045 | $ 8,050 |
Balance Sheet Details - Investm
Balance Sheet Details - Investments (Details) $ in Millions | Sep. 30, 2021USD ($) |
Balance Sheet Related Disclosures [Abstract] | |
Long-term Investments | $ 5 |
Balance Sheet Details - Accrued
Balance Sheet Details - Accrued Price Protection Liability (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Accrued Price Protection Rebate Activity [Roll Forward] | ||
Beginning balance | $ 47,766 | $ 12,557 |
Charged as a reduction of revenue | 60,488 | 17,358 |
Reversal of unclaimed rebates | 0 | (159) |
Payments | (58,843) | (11,722) |
Ending balance | $ 49,411 | $ 18,034 |
Balance Sheet Details - Accru_2
Balance Sheet Details - Accrued Expenses (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Capitalized Contract Cost [Line Items] | ||
Deferred purchase price payments | $ 0 | $ 34,484 |
Payables under transition services agreement | 0 | 17,420 |
Accrued technology license payments | 5,011 | 5,821 |
Accrued professional fees | 3,880 | 2,620 |
Accrued engineering and production costs | 12,641 | 3,448 |
Accrued restructuring | 634 | 3,628 |
Accrued royalty | 1,478 | 1,965 |
Short-term lease liabilities | 9,071 | 8,144 |
Accrued customer credits | 1,284 | 1,135 |
Income tax liability | 5,500 | 1,193 |
Customer contract liabilities | 1,023 | 29 |
Other | 5,778 | 13,642 |
Total | 70,866 | 105,842 |
Other payables - due to Intel | 9,100 | |
Other payables - other accrued expenses due to Intel | 8,300 | |
Reduction in Transaction Price | ||
Capitalized Contract Cost [Line Items] | ||
Accrued obligations to customers for price adjustments | 21,458 | 10,277 |
Sales Returns and Allowances | ||
Capitalized Contract Cost [Line Items] | ||
Accrued obligations to customers for stock rotation rights | $ 3,108 | $ 2,036 |
Balance Sheet Details Balance S
Balance Sheet Details Balance Sheet Details - Schedule of Accumulated Other Comprehensive Income (Loss) by Component (Details) $ in Thousands | 9 Months Ended |
Sep. 30, 2021USD ($) | |
AOCI Attributable to Parent, Net of Tax [Roll Forward] | |
Balance at beginning of period | $ 391,117 |
Other comprehensive income (loss) before reclassifications, net of tax | (924) |
Balance at end of period | 457,543 |
Accumulated Other Comprehensive Income | |
AOCI Attributable to Parent, Net of Tax [Roll Forward] | |
Balance at beginning of period | 1,435 |
Balance at end of period | 511 |
Cumulative Translation Adjustments | |
AOCI Attributable to Parent, Net of Tax [Roll Forward] | |
Balance at beginning of period | 263 |
Other comprehensive income (loss) before reclassifications, net of tax | (924) |
Balance at end of period | (661) |
Pension and Other Defined Benefit Plan Obligation | |
AOCI Attributable to Parent, Net of Tax [Roll Forward] | |
Balance at beginning of period | 1,172 |
Other comprehensive income (loss) before reclassifications, net of tax | 0 |
Balance at end of period | $ 1,172 |
Debt and Interest Rate Swap - S
Debt and Interest Rate Swap - Schedule of Debt (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 | Jul. 31, 2020 | May 12, 2017 |
Debt Instrument [Line Items] | ||||
Aggregate principal amount of long-term debt | $ 330,000 | |||
Less: current portion of long-term debt | 0 | $ 0 | ||
Long-term debt | 326,027 | 363,592 | ||
Term Debt | ||||
Debt Instrument [Line Items] | ||||
Aggregate principal amount of long-term debt | 330,000 | 369,812 | ||
Unamortized debt discount | (840) | (1,767) | ||
Unamortized debt issuance costs | (3,133) | (4,453) | ||
Net carrying amount of long-term debt | 326,027 | 363,592 | ||
Less: current portion of long-term debt | 0 | 0 | ||
Long-term debt | 326,027 | 363,592 | ||
Initial term loan under June 23, 2021 credit agreement | ||||
Debt Instrument [Line Items] | ||||
Aggregate principal amount of long-term debt | 330,000 | 0 | ||
Unamortized debt discount | $ (900) | |||
Initial term loan under May 12, 2017 credit agreement | ||||
Debt Instrument [Line Items] | ||||
Aggregate principal amount of long-term debt | 0 | 212,000 | $ 425,000 | |
Incremental term loan under May 12, 2017 credit agreement, as amended | ||||
Debt Instrument [Line Items] | ||||
Aggregate principal amount of long-term debt | $ 0 | $ 157,812 | $ 350,000 |
Debt and Interest Rate Swap - A
Debt and Interest Rate Swap - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||||||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Jun. 23, 2021 | Dec. 31, 2020 | Jul. 31, 2020 | Nov. 30, 2017 | May 12, 2017 | |
Debt Instrument [Line Items] | |||||||||
Effective interest rate | 3.10% | 3.10% | 4.40% | ||||||
Amortization of debt issuance costs and accretion of discount on debt and leases | $ 200 | $ 500 | $ 1,200 | $ 1,000 | |||||
Fair value of term loans outstanding | 330,700 | 330,700 | $ 376,100 | ||||||
Aggregate principal amount of long-term debt | $ 330,000 | $ 330,000 | |||||||
Aggregate commitments percentage | 1.00% | 1.00% | |||||||
Loss on extinguishment of debt | $ 0 | 0 | $ 5,221 | 0 | |||||
Increase (decrease) in fair value related to the interest rate swap liability included in other comprehensive income (loss) | $ 100 | $ 30 | |||||||
Interest Rate Swap | |||||||||
Debt Instrument [Line Items] | |||||||||
Derivative, fixed interest rate | 4.25% | 4.25% | 1.74685% | ||||||
Initial term loan under June 23, 2021 credit agreement | |||||||||
Debt Instrument [Line Items] | |||||||||
Effective interest rate | 3.40% | ||||||||
Fair value of term loans outstanding | $ 350,200 | ||||||||
Aggregate principal amount of long-term debt | $ 330,000 | $ 330,000 | 0 | ||||||
Credit facility, incremental borrowing capacity | $ 175,000 | ||||||||
Credit facility, incremental borrowing capacity, percent of consolidated EBITDA | 100.00% | ||||||||
Interest period | 1 month | 1 month | |||||||
Debt instrument, basis spread on variable rate, additional applicable margin | 1.25% | ||||||||
Debt instrument, quarterly amortization rate | 0.25% | 0.25% | |||||||
Call premium, percentage | 1.00% | ||||||||
Call premium, period | 6 months | ||||||||
Unamortized debt discount | 900 | ||||||||
Debt issuance costs | 2,900 | ||||||||
Debt instrument, term | 7 years | ||||||||
Initial term loan under June 23, 2021 credit agreement | Federal funds rate | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt instrument, basis spread on variable rate | 0.50% | ||||||||
Initial term loan under June 23, 2021 credit agreement | LIBOR | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt instrument, basis spread on variable rate | 1.00% | ||||||||
Initial term loan under June 23, 2021 credit agreement | LIBOR subject to floor | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt instrument, basis spread on variable rate | 0.50% | ||||||||
Debt instrument, basis spread on variable rate, additional applicable margin | 2.25% | ||||||||
Initial term loan under June 23, 2021 credit agreement | Wells Fargo Bank, National Association | |||||||||
Debt Instrument [Line Items] | |||||||||
Aggregate principal amount of long-term debt | $ 350,000 | ||||||||
Line of credit | Revolving Credit Facility | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt instrument, covenant, leverage ratio, maximum | 3.50 | 3.50 | |||||||
Debt instrument, covenant, leverage ratio, maximum, potential temporary increase | 375.00% | 375.00% | |||||||
Debt issuance costs | 400 | ||||||||
Debt instrument, term | 5 years | ||||||||
Line of credit | Revolving Credit Facility | Minimum | |||||||||
Debt Instrument [Line Items] | |||||||||
Commitment fee percentage | 0.175% | ||||||||
Line of credit | Revolving Credit Facility | Maximum | |||||||||
Debt Instrument [Line Items] | |||||||||
Commitment fee percentage | 0.25% | ||||||||
Line of credit | Revolving Credit Facility | LIBOR | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt instrument, basis spread on variable rate, additional applicable margin | 1.00% | ||||||||
Line of credit | Revolving Credit Facility | LIBOR | Minimum | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt instrument, basis spread on variable rate | 1.00% | ||||||||
Line of credit | Revolving Credit Facility | LIBOR | Maximum | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt instrument, basis spread on variable rate | 1.75% | ||||||||
Line of credit | Revolving Credit Facility | Base rate | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt instrument, basis spread on variable rate, additional applicable margin | 0.00% | ||||||||
Line of credit | Revolving Credit Facility | Base rate | Minimum | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt instrument, basis spread on variable rate | 0.00% | ||||||||
Line of credit | Revolving Credit Facility | Base rate | Maximum | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt instrument, basis spread on variable rate | 0.75% | ||||||||
Line of credit | Wells Fargo Bank, National Association | Revolving Credit Facility | |||||||||
Debt Instrument [Line Items] | |||||||||
Credit facility, maximum borrowing capacity | $ 100,000 | ||||||||
Initial term loan under May 12, 2017 credit agreement | |||||||||
Debt Instrument [Line Items] | |||||||||
Aggregate principal amount of long-term debt | $ 0 | $ 0 | 212,000 | $ 425,000 | |||||
Credit facility, incremental borrowing capacity | $ 160,000 | ||||||||
Debt instrument, quarterly amortization rate | 0.25% | 0.25% | |||||||
Call premium, percentage | 1.00% | ||||||||
Call premium, period | 6 months | ||||||||
Debt instrument, term | 7 years | ||||||||
Loss on extinguishment of debt | $ 5,200 | ||||||||
Initial term loan under May 12, 2017 credit agreement | Interest period 1 | |||||||||
Debt Instrument [Line Items] | |||||||||
Interest period | 1 month | 1 month | |||||||
Initial term loan under May 12, 2017 credit agreement | Interest period 2 | |||||||||
Debt Instrument [Line Items] | |||||||||
Interest period | 3 months | 3 months | |||||||
Initial term loan under May 12, 2017 credit agreement | Interest period 3 | |||||||||
Debt Instrument [Line Items] | |||||||||
Interest period | 6 months | 6 months | |||||||
Initial term loan under May 12, 2017 credit agreement | Federal funds rate | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt instrument, basis spread on variable rate | 0.50% | ||||||||
Initial term loan under May 12, 2017 credit agreement | LIBOR | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt instrument, basis spread on variable rate | 1.00% | ||||||||
Debt instrument, basis spread on variable rate, additional applicable margin | 2.50% | ||||||||
Initial term loan under May 12, 2017 credit agreement | LIBOR | Interest Rate Swap | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt instrument, basis spread on variable rate | 2.50% | ||||||||
Initial term loan under May 12, 2017 credit agreement | LIBOR subject to floor | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt instrument, basis spread on variable rate | 0.75% | ||||||||
Initial term loan under May 12, 2017 credit agreement | Base rate | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt instrument, basis spread on variable rate, additional applicable margin | 1.50% | ||||||||
Incremental term loan under May 12, 2017 credit agreement, as amended | |||||||||
Debt Instrument [Line Items] | |||||||||
Aggregate principal amount of long-term debt | $ 0 | $ 0 | $ 157,812 | $ 350,000 | |||||
Debt instrument, term | 3 years | ||||||||
Incremental term loan under May 12, 2017 credit agreement, as amended | Debt amortization period 1 | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt instrument, quarterly amortization rate | 1.25% | 1.25% | |||||||
Incremental term loan under May 12, 2017 credit agreement, as amended | Debt amortization, period 2 | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt instrument, quarterly amortization rate | 2.50% | 2.50% | |||||||
Incremental term loan under May 12, 2017 credit agreement, as amended | Debt amortization period 3 | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt instrument, quarterly amortization rate | 3.75% | 3.75% | |||||||
Incremental term loan under May 12, 2017 credit agreement, as amended | LIBOR subject to floor | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt instrument, basis spread on variable rate | 4.25% | ||||||||
Incremental term loan under May 12, 2017 credit agreement, as amended | Base rate | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt instrument, basis spread on variable rate | 3.25% |
Debt and Interest Rate Swap -_2
Debt and Interest Rate Swap - Schedule of Maturities of Long-term Debt (Details) $ in Thousands | Sep. 30, 2021USD ($) |
Debt Disclosure [Abstract] | |
2021 (3 months) | $ 0 |
2022 | 0 |
2023 | 0 |
2024 | 0 |
2025 | 0 |
Thereafter | 330,000 |
Total principal payments due | 330,000 |
Less: current portion | 0 |
Long-term debt principal, non-current portion | $ 330,000 |
Stock-Based Compensation - Addi
Stock-Based Compensation - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Feb. 28, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Shares Issued upon settlement of employee bonus plan (in shares) | 500,000 | ||||
Accrued bonuses | $ 28.8 | $ 28.8 | |||
Unrecognized compensation costs, period for recognition | 9 months 3 days | ||||
Unrecognized compensation costs related to unvested options | 0.5 | $ 0.5 | |||
Vesting percentage relative to net sales | 60.00% | ||||
Vesting percentage relative to earnings per share | 40.00% | ||||
Number of options granted (in shares) | 0 | ||||
Intrinsic value of stock options exercised | 0.2 | $ 0.2 | $ 9.2 | $ 3.4 | |
Cash received from exercise of stock options | 0.2 | 0.6 | 4 | 3.3 | |
Tax benefit from stock options exercised | 10 | $ 0.4 | $ 23.4 | $ 3.6 | |
Share-based payment arrangement, tranche three | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Shares awarded as a percentage of grants, peer group based | 250.00% | ||||
Share-based payment arrangement, tranche one | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Shares awarded as a percentage of grants, peer group based | 30.00% | ||||
Share-based payment arrangement, tranche two | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Shares awarded as a percentage of grants, peer group based | 100.00% | ||||
Restricted Stock Units and Restricted Stock Awards | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Unrecognized compensation cost | 91.3 | $ 91.3 | |||
Unrecognized compensation costs, period for recognition | 2 years 7 months 13 days | ||||
Performance-based restricted stock units (PRSUs) | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Unrecognized compensation cost | $ 19.9 | $ 19.9 | |||
Unrecognized compensation costs, period for recognition | 1 year 1 month 28 days | ||||
Performance period | 3 years | ||||
Equity Incentive Plan | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Number of shares available for grant (in shares) | 15,303,672 | 15,303,672 | |||
ESPP | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Number of shares available for grant (in shares) | 4,183,884 | 4,183,884 |
Stock-Based Compensation - Stoc
Stock-Based Compensation - Stock-Based Compensation Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based compensation expense | $ 16,022 | $ 14,145 | $ 42,943 | $ 33,057 |
Cost of net revenue | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based compensation expense | 151 | 143 | 468 | 417 |
Research and development | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based compensation expense | 7,692 | 6,056 | 22,121 | 14,842 |
Selling, general and administrative | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based compensation expense | 8,179 | 7,350 | 20,354 | 17,202 |
Restructuring expense | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based compensation expense | $ 0 | $ 596 | $ 0 | $ 596 |
Stock-Based Compensation - Summ
Stock-Based Compensation - Summary of Restricted Stock Unit and Performance-Based Restricted Stock Unit Activity (Details) shares in Thousands | 9 Months Ended |
Sep. 30, 2021$ / sharesshares | |
Restricted Stock Units (RSUs) | |
Number of Shares (in thousands) | |
Outstanding beginning balance (in shares) | shares | 5,832 |
Granted (in shares) | shares | 2,115 |
Vested (in shares) | shares | (1,951) |
Cancelled (in shares) | shares | (567) |
Outstanding ending balance (in shares) | shares | 5,429 |
Weighted-Average Grant-Date Fair Value per Share | |
Outstanding beginning balance (in dollars per share) | $ / shares | $ 20.05 |
Granted (in dollars per share) | $ / shares | 37.66 |
Vested (in dollars per share) | $ / shares | 26.48 |
Cancelled (in dollars per share) | $ / shares | 23.86 |
Outstanding ending balance (in dollars per share) | $ / shares | $ 24.20 |
Performance-based restricted stock units (PRSUs) | |
Number of Shares (in thousands) | |
Outstanding beginning balance (in shares) | shares | 1,722 |
Granted (in shares) | shares | 599 |
Vested (in shares) | shares | (311) |
Cancelled (in shares) | shares | (5) |
Outstanding ending balance (in shares) | shares | 2,005 |
Weighted-Average Grant-Date Fair Value per Share | |
Outstanding beginning balance (in dollars per share) | $ / shares | $ 13.97 |
Granted (in dollars per share) | $ / shares | 35.10 |
Vested (in dollars per share) | $ / shares | 16.74 |
Cancelled (in dollars per share) | $ / shares | 35.72 |
Outstanding ending balance (in dollars per share) | $ / shares | $ 19.80 |
Stock-Based Compensation - Empl
Stock-Based Compensation - Employee Stock Purchase Plan, Valuation Assumptions (Details) - Employee Stock - $ / shares | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Common stock purchased under the ESPP (in shares) | 113,510 | 161,171 |
Weighted average price of stock purchased under the ESPP (in dollars per share) | $ 23.21 | $ 13.29 |
Weighted Average Grant Date Fair Value (in dollars per share) | $ 10.85 | $ 6.41 |
Risk-free interest rate | 0.04% | 0.15% |
Dividend yield | 0.00% | 0.00% |
Expected life (in years) | 6 months | 6 months 3 days |
Volatility | 61.10% | 93.25% |
Stock-Based Compensation - Su_2
Stock-Based Compensation - Summary of Stock Option Activity (Details) $ / shares in Units, shares in Thousands, $ in Thousands | 9 Months Ended |
Sep. 30, 2021USD ($)$ / sharesshares | |
Number of Options (in thousands) | |
Outstanding beginning balance (in shares) | shares | 797 |
Exercised (in shares) | shares | (370) |
Outstanding ending balance (in shares) | shares | 427 |
Vested and expected to vest (in shares) | shares | 427 |
Exercisable (in shares) | shares | 358 |
Weighted-Average Exercise Price | |
Outstanding beginning balance (in dollars per share) | $ / shares | $ 14.67 |
Exercised (in dollars per share) | $ / shares | 12 |
Outstanding ending balance (in dollars per share) | $ / shares | 16.97 |
Vested and expected to vest (in dollars per share) | $ / shares | 16.97 |
Exercisable (in dollars per share) | $ / shares | $ 16.69 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Additional Disclosures [Abstract] | |
Weighted Average Contractual Term, Outstanding (in years) | 3 years 6 months |
Aggregate Intrinsic Value, Outstanding (in thousands) | $ | $ 13,799 |
Weighted Average Contractual Term, Vested and expected to vest (in years) | 3 years 5 months 26 days |
Aggregate Intrinsic Value, Vested and expected to vest (in thousands) | $ | $ 13,799 |
Weighted Average Contractual Term, Exercisable (in years) | 3 years 5 months 4 days |
Aggregate Intrinsic Value, Exercisable (in thousands) | $ | $ 11,646 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Income Tax Disclosure [Abstract] | ||||
Income tax provision (benefit) | $ 11,802 | $ (2,191) | $ 5,598 | $ (12,128) |
Unrecognized tax benefits, period increase | 600 | |||
Unrecognized tax benefits, accrued interest | 400 | 400 | ||
Unrecognized tax benefits, accrued penalties | $ 40 | $ 40 |
Concentration of Credit Risk,_3
Concentration of Credit Risk, Significant Customers and Geographic Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | |
Concentration Risk [Line Items] | |||||
Revenue from contract with customer | $ 229,774 | $ 156,633 | $ 644,509 | $ 283,880 | |
Net Revenue | |||||
Concentration Risk [Line Items] | |||||
Revenue from contract with customer | $ 229,774 | $ 156,633 | $ 644,509 | $ 283,880 | |
Net Revenue | Geographic Concentration Risk | |||||
Concentration Risk [Line Items] | |||||
Concentration risk percentage | 100.00% | 100.00% | 100.00% | 100.00% | |
Net Revenue | Asia | |||||
Concentration Risk [Line Items] | |||||
Revenue from contract with customer | $ 191,874 | $ 128,566 | $ 532,122 | $ 234,046 | |
Net Revenue | Asia | Geographic Concentration Risk | |||||
Concentration Risk [Line Items] | |||||
Concentration risk percentage | 83.00% | 82.00% | 83.00% | 82.00% | |
Net Revenue | United States | |||||
Concentration Risk [Line Items] | |||||
Revenue from contract with customer | $ 8,971 | $ 4,750 | $ 27,298 | $ 9,976 | |
Net Revenue | United States | Geographic Concentration Risk | |||||
Concentration Risk [Line Items] | |||||
Concentration risk percentage | 4.00% | 3.00% | 4.00% | 4.00% | |
Net Revenue | Rest of world | |||||
Concentration Risk [Line Items] | |||||
Revenue from contract with customer | $ 28,929 | $ 23,317 | $ 85,089 | $ 39,858 | |
Net Revenue | Rest of world | Geographic Concentration Risk | |||||
Concentration Risk [Line Items] | |||||
Concentration risk percentage | 13.00% | 15.00% | 13.00% | 14.00% | |
Net Revenue | Hong Kong | Geographic Concentration Risk | |||||
Concentration Risk [Line Items] | |||||
Concentration risk percentage | 40.00% | 44.00% | 40.00% | 45.00% | |
Net Revenue | China | Geographic Concentration Risk | |||||
Concentration Risk [Line Items] | |||||
Concentration risk percentage | 12.00% | 21.00% | 11.00% | 16.00% | |
Net Revenue | Vietnam | Geographic Concentration Risk | |||||
Concentration Risk [Line Items] | |||||
Concentration risk percentage | 11.00% | 12.00% | |||
Inventory | Vendor A | Supplier Concentration Risk | |||||
Concentration Risk [Line Items] | |||||
Concentration risk percentage | 44.00% | 42.00% | 44.00% | 27.00% | |
Inventory | Vendor B | Supplier Concentration Risk | |||||
Concentration Risk [Line Items] | |||||
Concentration risk percentage | 19.00% | 18.00% | 20.00% | 17.00% | |
Inventory | Vendor C | Supplier Concentration Risk | |||||
Concentration Risk [Line Items] | |||||
Concentration risk percentage | 11.00% | 11.00% | 11.00% | ||
Inventory | Vendor D | Supplier Concentration Risk | |||||
Concentration Risk [Line Items] | |||||
Concentration risk percentage | 12.00% | ||||
Long lived assets | |||||
Concentration Risk [Line Items] | |||||
Long lived assets | $ 543,412 | $ 571,450 | |||
Long lived assets | Geographic Concentration Risk | |||||
Concentration Risk [Line Items] | |||||
Concentration risk percentage | 100.00% | 100.00% | |||
Long lived assets | United States | |||||
Concentration Risk [Line Items] | |||||
Long lived assets | $ 376,870 | $ 403,071 | |||
Long lived assets | United States | Geographic Concentration Risk | |||||
Concentration Risk [Line Items] | |||||
Concentration risk percentage | 69.00% | 72.00% | |||
Long lived assets | Rest of world | |||||
Concentration Risk [Line Items] | |||||
Long lived assets | $ 42,897 | $ 31,412 | |||
Long lived assets | Rest of world | Geographic Concentration Risk | |||||
Concentration Risk [Line Items] | |||||
Concentration risk percentage | 8.00% | 5.00% | |||
Long lived assets | Singapore | |||||
Concentration Risk [Line Items] | |||||
Long lived assets | $ 123,645 | $ 136,967 | |||
Long lived assets | Singapore | Geographic Concentration Risk | |||||
Concentration Risk [Line Items] | |||||
Concentration risk percentage | 23.00% | 24.00% | |||
Customer A | Net Revenue | Customer Concentration Risk | |||||
Concentration Risk [Line Items] | |||||
Concentration risk percentage | 17.00% | 19.00% | 16.00% | 15.00% | |
Customer B | Net Revenue | Customer Concentration Risk | |||||
Concentration Risk [Line Items] | |||||
Concentration risk percentage | 11.00% | 10.00% | |||
Customer B | Accounts Receivable | Customer Concentration Risk | |||||
Concentration Risk [Line Items] | |||||
Concentration risk percentage | 0.00% | 17.00% | |||
Customer C | Net Revenue | Customer Concentration Risk | |||||
Concentration Risk [Line Items] | |||||
Concentration risk percentage | 11.00% | ||||
Customer D | Net Revenue | Customer Concentration Risk | |||||
Concentration Risk [Line Items] | |||||
Concentration risk percentage | 10.00% | ||||
Customer D | Accounts Receivable | Customer Concentration Risk | |||||
Concentration Risk [Line Items] | |||||
Concentration risk percentage | 11.00% | ||||
Customer E | Accounts Receivable | Customer Concentration Risk | |||||
Concentration Risk [Line Items] | |||||
Concentration risk percentage | 10.00% | ||||
Customer F | Accounts Receivable | Customer Concentration Risk | |||||
Concentration Risk [Line Items] | |||||
Concentration risk percentage | 13.00% |
Revenue from Contracts with C_3
Revenue from Contracts with Customers - Revenues from External Customers by Products and Services (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Revenue from contract with customer | $ 229,774 | $ 156,633 | $ 644,509 | $ 283,880 |
Revenue Benchmark | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Revenue from contract with customer | 229,774 | 156,633 | 644,509 | 283,880 |
Broadband | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Revenue from contract with customer | $ 126,106 | $ 82,036 | $ 363,061 | $ 131,169 |
Broadband | Revenue Benchmark | Product Concentration Risk | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Concentration risk percentage | 55.00% | 52.00% | 56.00% | 46.00% |
Connectivity | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Revenue from contract with customer | $ 37,931 | $ 24,124 | $ 96,672 | $ 36,313 |
Connectivity | Revenue Benchmark | Product Concentration Risk | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Concentration risk percentage | 16.00% | 15.00% | 15.00% | 13.00% |
Infrastructure | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Revenue from contract with customer | $ 29,224 | $ 21,527 | $ 87,385 | $ 58,306 |
Infrastructure | Revenue Benchmark | Product Concentration Risk | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Concentration risk percentage | 13.00% | 14.00% | 14.00% | 21.00% |
Industrial and multi-market | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Revenue from contract with customer | $ 36,513 | $ 28,946 | $ 97,391 | $ 58,092 |
Industrial and multi-market | Revenue Benchmark | Product Concentration Risk | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Concentration risk percentage | 16.00% | 19.00% | 15.00% | 20.00% |
Revenue from Contracts with C_4
Revenue from Contracts with Customers - Additional Information (Details) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||||
Customer contract liabilities | $ 1,023,000 | $ 1,023,000 | $ 29,000 | |||
Accrued price protection liability | 49,411,000 | $ 18,034,000 | 49,411,000 | $ 18,034,000 | 47,766,000 | $ 12,557,000 |
Right of return assets | 1,100,000 | 1,100,000 | 600,000 | |||
Accounts Receivable | ||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||||
Impairment losses | 0 | 0 | ||||
Reduction in Transaction Price | ||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||||
Accrued obligations to customers for price adjustments | 21,458,000 | 21,458,000 | 10,277,000 | |||
Sales Returns and Allowances | ||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||||
Accrued obligations to customers for stock rotation rights | $ 3,108,000 | $ 3,108,000 | $ 2,036,000 | |||
Distributors | Revenue from Distributors | Revenue Benchmark | ||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||||
Concentration risk percentage | 47.00% | 46.00% | 46.00% | 54.00% |
Leases - Aggregate Future Minim
Leases - Aggregate Future Minimum Payments Due (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Operating Leases, Future Minimum Payments Due, Fiscal Year Maturity [Abstract] | ||
2021 (3 months) | $ 2,813 | |
2022 | 9,512 | |
2023 | 5,926 | |
2024 | 4,761 | |
2025 | 4,391 | |
Thereafter | 5,507 | |
Total minimum payments | 32,910 | |
Less: imputed interest | (2,439) | |
Total lease liabilities | 30,471 | |
Less: short-term lease liabilities | (9,071) | $ (8,144) |
Long-term lease liabilities | $ 21,400 | $ 20,862 |
Leases - Additional Information
Leases - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | |
Lessee, Lease, Description [Line Items] | |||||
Operating lease renewal term | 5 years | 5 years | |||
Operating lease, weighted average discount rate, percent | 3.70% | 3.70% | 4.00% | ||
Operating lease, weighted average remaining lease term | 4 years 6 months | 4 years 6 months | 4 years 6 months | ||
Operating lease cost | $ 2.3 | $ 1.4 | $ 7.1 | $ 3.2 | |
Right-of-use asset obtained in exchange for operating lease liability | $ 2.7 | $ 5.2 | $ 8 | $ 5.2 | |
Minimum | |||||
Lessee, Lease, Description [Line Items] | |||||
Original operating lease terms | 2 years | 2 years | |||
Maximum | |||||
Lessee, Lease, Description [Line Items] | |||||
Original operating lease terms | 8 years | 8 years |
Employee Defined Benefit Reti_2
Employee Defined Benefit Retirement Plans (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Jul. 31, 2020 | |
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | ||||||
Retirement plan liability | $ 7.9 | |||||
Net periodic benefit cost | $ 0.1 | $ 0.1 | $ 0.3 | $ 0.1 | ||
Other Long-term Investments | ||||||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | ||||||
Defined benefit obligation | $ 6.3 | $ 6.3 | $ 6.4 |
Commitments and Contingencies -
Commitments and Contingencies - Future Minimum Inventory Purchase and Other Obligations (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Total | ||
2021 (3 months) | $ 132,913 | |
2022 | 48,813 | |
2023 | 11,997 | |
2024 | 535 | |
Total minimum payments | 194,258 | $ 121,700 |
Inventory | ||
Inventory Purchase Obligations | ||
2021 (3 months) | 124,347 | |
2022 | 25,962 | |
2023 | 0 | |
2024 | 0 | |
Total minimum payments | 150,309 | |
Other Obligations | ||
Other Obligations | ||
2021 (3 months) | 8,566 | |
2022 | 22,851 | |
2023 | 11,997 | |
2024 | 535 | |
Total minimum payments | $ 43,949 |
Commitments and Contingencies_2
Commitments and Contingencies - Additional Information (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2021 | Dec. 31, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Contractual obligation , change in balance | $ 72,500 | |
Contractual obligation | 194,258 | $ 121,700 |
Proceeds received from other party | $ 3,800 |
Stock Repurchases (Details)
Stock Repurchases (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2021 | Sep. 30, 2020 | Feb. 23, 2021 | |
Equity [Abstract] | ||||||
Stock repurchase program, authorized amount | $ 100,000,000 | |||||
Repurchase of common stock (in shares) | 24,200 | 219,100 | ||||
Average cost per share (in dollars per share) | $ 41.6746 | $ 37.1564 | ||||
Payments for repurchase of common stock | $ 1,000,000 | $ 8,145,000 | $ 0 | |||
Stock repurchased during period | 1,008,000 | $ 4,464,000 | $ 2,673,000 | 8,100,000 | ||
Remaining authorized repurchase amount | $ 91,900,000 | $ 91,900,000 |