Cover Page
Cover Page | 9 Months Ended |
Sep. 30, 2021shares | |
Cover [Abstract] | |
Document Type | 10-Q |
Document Quarterly Report | true |
Document Period End Date | Sep. 30, 2021 |
Document Transition Report | false |
Entity File Number | 000-22339 |
Entity Registrant Name | RAMBUS INC |
Entity Incorporation, State or Country Code | DE |
Entity Tax Identification Number | 94-3112828 |
Entity Address, Address Line One | 4453 North First Street |
Entity Address, Address Line Two | Suite 100 |
Entity Address, City or Town | San Jose |
Entity Address, State or Province | CA |
Entity Address, Postal Zip Code | 95134 |
City Area Code | 408 |
Local Phone Number | 462-8000 |
Title of 12(b) Security | Common Stock, $.001 Par Value |
Trading Symbol | RMBS |
Security Exchange Name | NASDAQ |
Entity Current Reporting Status | Yes |
Entity Interactive Data Current | Yes |
Entity Filer Category | Large Accelerated Filer |
Entity Small Business | false |
Entity Emerging Growth Company | false |
Entity Shell Company | false |
Entity Common Stock, Shares Outstanding | 109,364,769 |
Entity Central Index Key | 0000917273 |
Current Fiscal Year End Date | --12-31 |
Document Fiscal Year Focus | 2021 |
Document Fiscal Period Focus | Q3 |
Amendment Flag | false |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash and cash equivalents | $ 151,871 | $ 128,967 |
Marketable securities | 267,857 | 373,682 |
Accounts receivable | 46,674 | 27,903 |
Unbilled receivables | 138,281 | 138,813 |
Inventories | 8,085 | 14,466 |
Prepaids and other current assets | 11,991 | 15,881 |
Total current assets | 624,759 | 699,712 |
Intangible assets, net | 62,431 | 36,487 |
Goodwill | 279,091 | 183,222 |
Property, plant and equipment, net | 51,516 | 57,693 |
Operating lease right-of-use assets | 25,202 | 28,708 |
Deferred tax assets | 3,846 | 4,353 |
Unbilled receivables | 151,462 | 236,699 |
Other assets | 4,359 | 4,535 |
Total assets | 1,202,666 | 1,251,409 |
Current liabilities: | ||
Accounts payable | 13,281 | 8,993 |
Accrued salaries and benefits | 15,331 | 23,326 |
Deferred revenue | 20,324 | 10,198 |
Income taxes payable | 20,443 | 20,064 |
Operating lease liabilities | 6,501 | 4,724 |
Other current liabilities | 19,295 | 18,559 |
Total current liabilities | 95,175 | 85,864 |
Convertible notes | 161,733 | 156,031 |
Long-term operating lease liabilities | 30,400 | 34,305 |
Long-term income taxes payable | 25,797 | 41,333 |
Deferred tax liabilities | 23,888 | 14,276 |
Other long-term liabilities | 17,830 | 6,894 |
Total liabilities | 354,823 | 338,703 |
Commitments and contingencies (Notes 9, 11 and 15) | ||
Stockholders’ equity: | ||
Convertible preferred stock, $.001 par value: Authorized: 5,000,000 shares; Issued and outstanding: no shares at September 30, 2021 and December 31, 2020 | 0 | 0 |
Common stock, $.001 par value: Authorized: 500,000,000 shares; Issued and outstanding: 109,364,769 shares at September 30, 2021 and 111,697,994 shares at December 31, 2020 | 109 | 112 |
Additional paid-in capital | 1,270,871 | 1,270,426 |
Accumulated deficit | (422,737) | (357,751) |
Accumulated other comprehensive loss | (400) | (81) |
Total stockholders’ equity | 847,843 | 912,706 |
Total liabilities and stockholders’ equity | $ 1,202,666 | $ 1,251,409 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Sep. 30, 2021 | Dec. 31, 2020 |
Stockholders’ equity: | ||
Convertible preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Convertible preferred stock, authorized shares | 5,000,000 | 5,000,000 |
Convertible preferred stock, issued shares | 0 | 0 |
Convertible preferred stock, outstanding shares | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, authorized shares | 500,000,000 | 500,000,000 |
Common stock, issued shares | 109,364,769 | 111,697,994 |
Common stock, outstanding shares | 109,364,769 | 111,697,994 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED 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 | |
Revenue | ||||
Revenue | $ 81,282 | $ 56,915 | $ 236,523 | $ 184,409 |
Cost of revenue | ||||
Cost of product revenue | 13,157 | 9,661 | 35,989 | 30,281 |
Cost of contract and other revenue | 1,456 | 1,267 | 4,029 | 4,000 |
Amortization of acquired intangible assets | 3,813 | 4,336 | 12,638 | 13,016 |
Cost of revenue | 18,426 | 15,264 | 52,656 | 47,297 |
Gross profit | 62,856 | 41,651 | 183,867 | 137,112 |
Operating expenses: | ||||
Research and development | 35,592 | 33,733 | 99,415 | 105,085 |
Sales, general and administrative | 22,210 | 20,182 | 67,956 | 65,209 |
Amortization of acquired intangible assets | 359 | 236 | 817 | 832 |
Restructuring charges | 0 | 0 | 368 | 836 |
Change in fair value of earn-out liability | 0 | 0 | 0 | (1,800) |
Total operating expenses | 58,161 | 54,151 | 168,556 | 170,162 |
Operating income (loss) | 4,695 | (12,500) | 15,311 | (33,050) |
Interest income and other income (expense), net | 2,726 | 3,554 | 8,088 | 14,685 |
Interest expense | (2,672) | (2,586) | (7,969) | (7,721) |
Interest and other income (expense), net | 54 | 968 | 119 | 6,964 |
Income (loss) before income taxes | 4,749 | (11,532) | 15,430 | (26,086) |
Provision for income taxes | 1,073 | 1,205 | 3,201 | 2,330 |
Net income (loss) | $ 3,676 | $ (12,737) | $ 12,229 | $ (28,416) |
Net income (loss) per share: | ||||
Earnings per share, basic | $ 0.03 | $ (0.11) | $ 0.11 | $ (0.25) |
Earnings per share, diluted | $ 0.03 | $ (0.11) | $ 0.11 | $ (0.25) |
Weighted-average shares used in per share calculation: | ||||
Basic (in shares) | 108,989 | 113,828 | 111,103 | 113,437 |
Diluted (in shares) | 113,661 | 113,828 | 114,954 | 113,437 |
Product revenue | ||||
Revenue | ||||
Revenue | $ 36,710 | $ 29,769 | $ 98,661 | $ 92,222 |
Royalties | ||||
Revenue | ||||
Revenue | 33,044 | 16,602 | 103,813 | 56,828 |
Contract and other revenue | ||||
Revenue | ||||
Revenue | $ 11,528 | $ 10,544 | $ 34,049 | $ 35,359 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED 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) | $ 3,676 | $ (12,737) | $ 12,229 | $ (28,416) |
Other comprehensive income (loss): | ||||
Foreign currency translation adjustment | (217) | 6 | (234) | 8 |
Unrealized gain (loss) on marketable securities, net of tax | 0 | (86) | (85) | (48) |
Total comprehensive income (loss) | $ 3,459 | $ (12,817) | $ 11,910 | $ (28,456) |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY - USD ($) shares in Thousands, $ in Thousands | Total | Common stock | Additional paid-in capital | Accumulated deficit | Accumulated other comprehensive gain (loss) |
Balance (in shares) at Dec. 31, 2019 | 112,131 | ||||
Balance at Dec. 31, 2019 | $ 975,373 | $ 112 | $ 1,261,142 | $ (285,789) | $ (92) |
Increase (Decrease) in Stockholders' Equity | |||||
Net income (loss) | (28,416) | (28,416) | |||
Foreign currency translation adjustment | 8 | 8 | |||
Unrealized gain (loss) on marketable securities, net of tax | (48) | (48) | |||
Issuance of common stock upon exercise of options, equity stock and stock units, and employee stock purchase plan (in shares) | 1,792 | ||||
Issuance of common stock upon exercise of options, equity stock and employee stock purchase plan | (702) | $ 2 | (704) | ||
Stock-based compensation | 19,613 | 19,613 | |||
Balance (in shares) at Sep. 30, 2020 | 113,923 | ||||
Balance at Sep. 30, 2020 | 965,828 | $ 114 | 1,280,051 | (314,205) | (132) |
Balance (in shares) at Jun. 30, 2020 | 113,744 | ||||
Balance at Jun. 30, 2020 | 972,730 | $ 114 | 1,274,136 | (301,468) | (52) |
Increase (Decrease) in Stockholders' Equity | |||||
Net income (loss) | (12,737) | (12,737) | |||
Foreign currency translation adjustment | 6 | 6 | |||
Unrealized gain (loss) on marketable securities, net of tax | (86) | (86) | |||
Issuance of common stock upon exercise of options, equity stock and stock units, and employee stock purchase plan (in shares) | 179 | ||||
Issuance of common stock upon exercise of options, equity stock and employee stock purchase plan | (919) | (919) | |||
Stock-based compensation | 6,834 | 6,834 | |||
Balance (in shares) at Sep. 30, 2020 | 113,923 | ||||
Balance at Sep. 30, 2020 | 965,828 | $ 114 | 1,280,051 | (314,205) | (132) |
Balance (in shares) at Dec. 31, 2020 | 111,698 | ||||
Balance at Dec. 31, 2020 | 912,706 | $ 112 | 1,270,426 | (357,751) | (81) |
Increase (Decrease) in Stockholders' Equity | |||||
Net income (loss) | 12,229 | 12,229 | |||
Foreign currency translation adjustment | (234) | (234) | |||
Unrealized gain (loss) on marketable securities, net of tax | (85) | (85) | |||
Issuance of common stock upon exercise of options, equity stock and stock units, and employee stock purchase plan (in shares) | 1,382 | ||||
Issuance of common stock upon exercise of options, equity stock and employee stock purchase plan | (4,951) | $ 1 | (4,952) | ||
Stock Issued During Period, Shares, Acquisitions | 300 | ||||
Stock Issued During Period, Value, Acquisitions | 6,978 | 6,978 | |||
Repurchase and retirement of common stock under repurchase program | (4,015) | ||||
Repurchase and retirement of common stock under repurchase program | (100,081) | $ (4) | (22,862) | (77,215) | |
Stock-based compensation | 21,281 | 21,281 | |||
Balance (in shares) at Sep. 30, 2021 | 109,365 | ||||
Balance at Sep. 30, 2021 | 847,843 | $ 109 | 1,270,871 | (422,737) | (400) |
Balance (in shares) at Jun. 30, 2021 | 108,897 | ||||
Balance at Jun. 30, 2021 | 830,588 | $ 109 | 1,257,075 | (426,413) | (183) |
Increase (Decrease) in Stockholders' Equity | |||||
Net income (loss) | 3,676 | 3,676 | |||
Foreign currency translation adjustment | (217) | (217) | |||
Unrealized gain (loss) on marketable securities, net of tax | 0 | ||||
Issuance of common stock upon exercise of options, equity stock and stock units, and employee stock purchase plan (in shares) | 168 | ||||
Issuance of common stock upon exercise of options, equity stock and employee stock purchase plan | (651) | (651) | |||
Stock Issued During Period, Shares, Acquisitions | 300 | ||||
Stock Issued During Period, Value, Acquisitions | 6,978 | 6,978 | |||
Repurchase and retirement of common stock under repurchase program | 0 | ||||
Repurchase and retirement of common stock under repurchase program | (13) | (13) | |||
Stock-based compensation | 7,482 | 7,482 | |||
Balance (in shares) at Sep. 30, 2021 | 109,365 | ||||
Balance at Sep. 30, 2021 | $ 847,843 | $ 109 | $ 1,270,871 | $ (422,737) | $ (400) |
CONDENSED CONSOLIDATED STATEM_4
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) shares in Thousands, $ 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 | |
Cash flows from operating activities: | |||||
Net income (loss) | $ 3,676 | $ (12,737) | $ 12,229 | $ (28,416) | |
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | |||||
Stock-based compensation | 21,281 | 19,613 | |||
Depreciation | 19,623 | 21,675 | |||
Amortization of intangible assets | 4,200 | 4,600 | 13,456 | 13,848 | |
Non-cash interest expense and amortization of convertible debt issuance costs | 5,702 | 5,394 | |||
Deferred income taxes | 1,939 | 569 | |||
Loss on equity investment | 717 | 521 | |||
Gain on disposal of property, plant and equipment | (48) | (83) | |||
Change in fair value of earn-out liability | 0 | 0 | 0 | (1,800) | |
Change in operating assets and liabilities, net of impact of acquisitions: | |||||
Accounts receivable | (16,258) | 11,014 | |||
Unbilled receivables | 87,335 | 122,498 | |||
Prepaid expenses and other assets | 5,910 | 2,114 | |||
Inventories | 6,506 | (4,132) | |||
Accounts payable | 1,007 | 1,063 | |||
Accrued salaries and benefits and other liabilities | (7,626) | (5,067) | |||
Income taxes payable | (21,414) | (13,317) | |||
Deferred revenue | 9,670 | 3,003 | |||
Operating lease liabilities | (2,980) | (5,105) | |||
Net cash provided by operating activities | 137,049 | 143,392 | |||
Cash flows from investing activities: | |||||
Purchases of property, plant, and equipment | (7,527) | (20,799) | |||
Purchases of marketable securities | (419,073) | (655,063) | |||
Maturities of marketable securities | 297,759 | 527,971 | |||
Proceeds from sale of marketable securities | 227,045 | 2,948 | |||
Settlement of working capital adjustment from disposal of business | 0 | (1,131) | |||
Acquisition of businesses, net of cash acquired | (97,115) | 0 | |||
Net cash provided by (used in) investing activities | 1,089 | (146,074) | $ (97,600) | ||
Cash flows from financing activities: | |||||
Proceeds received from issuance of common stock under employee stock plans | 5,002 | 8,083 | |||
Payments of taxes on restricted stock units | (9,953) | (8,785) | |||
Payments under installment payment arrangements | (9,826) | (9,152) | |||
Repurchase and retirement of common stock, including prepayment under accelerated share repurchase program | (100,081) | 0 | |||
Net cash used in financing activities | (114,858) | (9,854) | |||
Effect of exchange rate changes on cash and cash equivalents | (362) | (157) | |||
Net increase (decrease) in cash, cash equivalents and restricted cash | 22,918 | (12,693) | |||
Cash, cash equivalents and restricted cash at beginning of period | 129,324 | 102,518 | 102,518 | ||
Cash, cash equivalents and restricted cash at end of period | $ 152,242 | $ 89,825 | 152,242 | 89,825 | $ 129,324 |
Non-cash investing and financing activities during the period: | |||||
Property, plant and equipment received and accrued in accounts payable and other liabilities | $ 11,809 | $ 28,986 | |||
Common stock issued pursuant to acquisition | 6,978 | 0 |
CONDENSED CONSOLIDATED STATEM_5
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Parenthetical) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Cash, cash equivalents and restricted cash | ||
Restricted cash | $ 371 | $ 357 |
Restatement of Consolidated Fin
Restatement of Consolidated Financial Statements | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Changes and Error Corrections [Abstract] | |
Restatement of Consolidated Financial Statements | Restatement of Condensed Consolidated Financial Statements and Immaterial Correction of Prior-Period Error Rambus Inc. (the “Company” or “Rambus”) restated its previously issued consolidated financial statements and related disclosures as of and for the fiscal years ended December 31, 2020 and 2019 and presented the impact of the restatement on the relevant unaudited interim financial information for each of the quarterly periods during the years ended December 31, 2020 and 2019 on Form 10-K/A filed on March 29, 2021, in order to correct errors resulting from the incorrect application of generally accepted accounting principles relating to revenue recognition as it pertains to a single customer agreement (the “Impacted Agreement”). Additionally, to correct errors that the Company has determined to be immaterial, both individually and in aggregate, the Company also restated the consolidated financial statements for the fiscal years ended December 31, 2020 and 2019. Impact of Restatement The following errors in the Company’s consolidated financial statements were identified and corrected: a) Correction of revenue related to the Impacted Agreement: During the quarter ended March 31, 2021, the Company determined that a portion of revenue under a single customer agreement that had not yet been recognized, should have been recognized during the quarters ended September 30, 2019, December 31, 2019, March 31, 2020, and June 30, 2020. The Impacted Agreement contained a single performance obligation for a license to the Company’s patents and technology in exchange for consideration, a portion of which was fixed at the inception of the contract and a portion that was dependent on the customer’s applicable sales (as stipulated in the agreement) for the four consecutive quarters commencing on July 1, 2019 and ending on June 30, 2020. The Company accounted for the agreement as a right-to-use IP license agreement with the fixed portion of the consideration appropriately recognized at the inception of the agreement when control of the license was transferred to the customer. However, the Company did not recognize as revenue the portion of the consideration that depended on the customer’s sales beginning in the quarter ended September 30, 2019. During the quarter ended March 31, 2021, the Company reassessed its accounting for this uncertain portion of the consideration and determined that revenue associated with that uncertain portion of the consideration should have been recognized over the four quarters commencing on July 1, 2019 and ending June 30, 2020, which are the periods when the uncertainty surrounding the amount of the contingent consideration was resolved (that is when the customer’s sales occurred for which the contingent payments were based). This error resulted in royalty revenue being corrected by approximately $3.6 million in each of the years ended December 31, 2020 and 2019, resulting in an increase in royalty revenue for each of the respective periods. Unbilled receivables (both current and non-current, as applicable) on the consolidated balance sheets were also increased by the correction, given this additional revenue recognized is payable by the customer in ten equal quarterly installments with the first installment payable in the quarter ended March 31, 2021. Additionally, due to the significant financing component of the Impacted Agreement, immaterial amounts were corrected to increase interest and other income (expense), net, on the consolidated statements of operations. b) Correction of immaterial asset retirement obligation (“ARO”) related to the Company’s previous Sunnyvale, California headquarters of approximately $1.0 million in fiscal year 2019 related to facility restoration costs. The Company originally recorded a liability for the ARO but expensed (included in sales, general and administrative expenses on the consolidated statements of operations) the entire amount in the year ended December 31, 2019. The Company corrected the consolidated financial statements to record the ARO asset within property, plant and equipment, net, within the consolidated balance sheets and reflect the amortization of the ARO asset over the remaining life of the lease of seven months beginning in December of 2019 through June 2020. c) Recording of provision for income taxes impacts due to adjustments a) and b) above. The restatement tables below present a reconciliation from the previously reported amounts to the restated amounts (in thousands, except shares and per share amounts). The amounts originally reported were derived from the Company’s Quarterly Report on Form 10-Q for the interim period ended September 30, 2020. Certain line items in the quarterly financial data below were excluded because they were not impacted by the restatement. For the Three Months Ended As Originally Reported Adjustments As Restated Condensed Consolidated Statement of Operations Interest income and other income (expense), net $ 3,464 $ 90 $ 3,554 Interest and other income (expense), net 878 90 968 Income (loss) before income taxes (11,622) 90 (11,532) Provision for income taxes 1,157 48 1,205 Net income (loss) (12,779) 42 (12,737) Net income (loss) per share: Basic $ (0.11) $ — $ (0.11) Diluted $ (0.11) $ — $ (0.11) For the Nine Months Ended As Originally Reported Adjustments As Restated Condensed Consolidated Statement of Operations Revenue: Royalties $ 53,253 $ 3,575 $ 56,828 Total revenue 180,834 3,575 184,409 Gross profit 133,537 3,575 137,112 Operating expenses: Sales, general and administrative 64,387 822 65,209 Total operating expenses 169,340 822 170,162 Operating income (loss) (35,803) 2,753 (33,050) Interest income and other income (expense), net 14,435 250 14,685 Interest and other income (expense), net 6,714 250 6,964 Income (loss) before income taxes (29,089) 3,003 (26,086) Provision for income taxes 2,454 (124) 2,330 Net income (loss) (31,543) 3,127 (28,416) Net income (loss) per share: Basic $ (0.28) $ 0.03 $ (0.25) Diluted $ (0.28) $ 0.03 $ (0.25) For the Three Months Ended As Originally Reported Adjustments As Restated Condensed Consolidated Statement of Comprehensive Loss Net income (loss) $ (12,779) $ 42 $ (12,737) Total comprehensive income (loss) (12,859) 42 (12,817) For the Nine Months Ended As Originally Reported Adjustments As Restated Condensed Consolidated Statement of Comprehensive Loss Net income (loss) $ (31,543) $ 3,127 $ (28,416) Total comprehensive income (loss) (31,583) 3,127 (28,456) For the Three and Nine Months Ended September 30, 2020 As Originally Reported Adjustments As Restated Condensed Consolidated Statement of Stockholders’ Equity Net loss attributable to: Accumulated deficit $ (321,787) $ 7,582 $ (314,205) Total stockholders’ equity 958,246 7,582 965,828 For the Nine Months Ended As Originally Reported Adjustments As Restated Condensed Consolidated Statement of Cash Flows Cash flows from operating activities: Net loss $ (31,543) $ 3,127 $ (28,416) Adjustments to reconcile net loss to net cash provided by operating activities: Depreciation 20,853 822 21,675 Deferred income taxes 618 (49) 569 Change in operating assets and liabilities, net of effects of acquisitions: Unbilled receivables 126,324 (3,826) 122,498 Prepaid expenses and other assets 2,188 (74) 2,114 Net cash provided by operating activities 143,392 — 143,392 Immaterial Correction of Prior-Period Error Subsequent to the reissuance of the consolidated financial statements as of and for the year ended December 31, 2020, the Company determined that $7.2 million in corporate investments originally classified as cash equivalents should have been classified as marketable securities in the consolidated balance sheet as of December 31, 2020. The Company assessed the effect of this correction based on an analysis of both quantitative and qualitative factors and determined that the correction was not material. Accordingly, the Company corrected the error as of December 31, 2020 in the accompanying condensed consolidated balance sheet and related footnotes. The following adjustments were made: • Cash and cash equivalents as of December 31, 2020 originally reported as $136.1 million was corrected to $129.0 million. • Marketable securities as of December 31, 2020 originally reported as $366.5 million was corrected to $373.6 million. • Correction of Note 7, “Marketable Securities” and Note 8, “Fair Value of Financial Instruments”, to reflect the above adjustments. |
Basis of Presentation
Basis of Presentation | 9 Months Ended |
Sep. 30, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed consolidated financial statements include the accounts of Rambus Inc. (“Rambus” or the “Company”) and its wholly-owned subsidiaries. All intercompany accounts and transactions have been eliminated in the accompanying unaudited condensed consolidated financial statements. In the opinion of management, the unaudited condensed consolidated financial statements include all adjustments (consisting only of normal recurring items) necessary to state fairly the financial position and results of operations for each interim period presented. Interim results are not necessarily indicative of results for a full year. The unaudited condensed consolidated financial statements have been prepared in accordance with the rules and regulations of the Securities and Exchange Commission (the “SEC”) applicable to interim financial information. Certain information and |
Recent Accounting Pronouncement
Recent Accounting Pronouncements | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Standards Update and Change in Accounting Principle [Abstract] | |
Recent Accounting Pronouncements | Recent Accounting Pronouncements Recent Accounting Pronouncements Adopted In January 2020, the FASB issued ASU No. 2020-01, “Investments—Equity Securities (Topic 321), Investments—Equity Method and Joint Ventures (Topic 323), and Derivatives and Hedging (Topic 815).” The amendments in this ASU clarify the interaction of the accounting for equity securities under Topic 321 and investments accounted for under the equity method of accounting in Topic 323 and the accounting for certain forward contracts and purchased options accounted for under Topic 815. This ASU is effective for interim and annual reporting periods beginning after December 15, 2020. The Company adopted this ASU on January 1, 2021 on a prospective basis. The adoption of this ASU did not have a material impact on the Company's condensed consolidated financial statements. Recent Accounting Pronouncements Not Yet Adopted In October 2021, the FASB issued ASU No. 2021-08, “Business Combinations (Topic 805)—Accounting for Contract Assets and Contract Liabilities from Contracts with Customers.” The amendments in this ASU improve the accounting for acquired revenue contracts with customers in a business combination by addressing diversity in practice and inconsistencies related to recognition of an acquired contract liability, and to payment terms and their effect on subsequent revenue recognized by the acquirer. Among other changes, this ASU requires that an acquirer account for acquired revenue contracts in accordance with Topic 606 as if it had originated the contracts. If the acquirer is unable to assess or rely on how the acquiree applied Topic 606, the acquirer should consider the terms of the acquired contracts as of the contract inception or contract modification date in applying Topic 606 to determine what should be recorded at the acquisition date. The amendments also provide certain practical expedients for acquirers when recognizing and measuring acquired contract assets and contract liabilities from revenue contracts in a business combination. The guidance is effective for fiscal years beginning after December 15, 2022, with early adoption permitted. The Company is currently evaluating the impact that the adoption of this guidance will have on its consolidated financial statements. In August 2020, the FASB issued ASU No. 2020-06, “Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging - Contracts in Entity's Own Equity (Subtopic 815-40).” The amendments in this ASU simplify the accounting for certain financial instruments with characteristics of liabilities and equity, including convertible instruments and contracts in an entity’s own equity. Among other changes, the guidance removes the liability and equity separation models for convertible instruments. Instead, entities will account for convertible debt instruments wholly as debt unless convertible instruments contain features that require bifurcation as a derivative or that result in substantial premiums accounted for as paid-in capital. The guidance also requires the application of the if-converted method to calculate the impact of convertible instruments on diluted earnings per share. The guidance is effective for fiscal years beginning after December 15, 2021, with early adoption permitted for fiscal years beginning after December 15, 2020, and can be adopted on either a retrospective or modified retrospective basis. The Company will adopt this guidance on January 1, 2022. Although the Company continues to evaluate the method of adoption and impact of this guidance on its consolidated financial statements, upon adoption the Company expects this guidance to result in a reclassification of the conversion feature balances from additional paid-in capital to debt and in a decrease of reported interest expense for its convertible notes. |
Revenue Recognition
Revenue Recognition | 9 Months Ended |
Sep. 30, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Revenue Recognition | Revenue Recognition Contract Balances The contract assets are primarily related to the Company’s fixed fee IP licensing arrangements and rights to consideration for performance obligations delivered but not billed as of September 30, 2021. The Company’s contract balances were as follows: As of (In thousands) September 30, 2021 December 31, 2020 Unbilled receivables $ 289,743 $ 375,512 Deferred revenue 20,668 10,461 During the nine months ended September 30, 2021, the Company recognized $9.7 million of revenue that was included in the contract balances as of December 31, 2020. During the nine months ended September 30, 2020, the Company recognized $8.5 million of revenue that was included in the contract balances as of December 31, 2019. Remaining Performance Obligations Revenue allocated to remaining performance obligations represents the transaction price allocated to the performance obligations that are unsatisfied, or partially unsatisfied, which includes unearned revenue and amounts that will be invoiced and recognized as revenue in future periods. Contracted but unsatisfied performance obligations were approximately $21.2 million as of September 30, 2021, which the Company primarily expects to recognize over the next 2 years. |
Earnings (Loss) Per Share
Earnings (Loss) Per Share | 9 Months Ended |
Sep. 30, 2021 | |
Earnings Per Share [Abstract] | |
Earnings (Loss) Per Share | Earnings (Loss) Per Share Basic earnings (loss) per share is calculated by dividing the net income (loss) by the weighted-average number of common shares outstanding during the period. Diluted earnings per share is calculated by dividing the earnings by the weighted-average number of common shares and potentially dilutive securities outstanding during the period. Potentially dilutive common shares consist of incremental common shares issuable upon exercise of stock options, employee stock purchases, restricted stock and restricted stock units and shares issuable upon the conversion of convertible notes. The dilutive effect of outstanding shares is reflected in diluted earnings per share by application of the treasury stock method. This method includes consideration of the amounts to be paid by the employees and the amount of unrecognized stock-based compensation related to future services. No potential dilutive common shares are included in the computation of any diluted per share amount when a net loss is reported. The following table sets forth the computation of basic and diluted net income (loss) per share: Three Months Ended Nine Months Ended September 30, September 30, (In thousands, except per share amounts) 2021 2020 (As Restated) 2021 2020 (As Restated) Net income (loss) per share: Numerator: Net income (loss) $ 3,676 $ (12,737) $ 12,229 $ (28,416) Denominator: Weighted-average shares outstanding - basic 108,989 113,828 111,103 113,437 Effect of potential dilutive common shares 4,672 — 3,851 — Weighted-average shares outstanding - diluted 113,661 113,828 114,954 113,437 Basic net income (loss) per share $ 0.03 $ (0.11) $ 0.11 $ (0.25) Diluted net income (loss) per share $ 0.03 $ (0.11) $ 0.11 $ (0.25) For the three and nine months ended September 30, 2020, an additional 2.0 million and 2.2 million shares, respectively, were excluded from the weighted-average dilutive shares because there was a net loss position for the periods. During the three and nine months ended September 30, 2021, the Company’s stock price exceeded the 2023 Notes' conversion price of $18.93 per share, therefore approximately 1.8 million and 1.0 million shares for the three and nine months ended September 30, 2021, respectively, were included in the weighted-average dilutive shares. Under the treasury stock method, the cumulative dilutive effect of the 2023 Notes would be approximately 9.1 million shares. Refer to Note 10, “Convertible Notes.” |
Intangible Assets and Goodwill
Intangible Assets and Goodwill | 9 Months Ended |
Sep. 30, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets and Goodwill | Intangible Assets and Goodwill Goodwill The following tables present goodwill information for the nine months ended September 30, 2021: (In thousands) As of December 31, 2020 Adjustment to Goodwill (1) As of September 30, 2021 Total goodwill $ 183,222 $ 95,869 $ 279,091 _________________________________________ (1) In July 2021, the Company acquired AnalogX Inc. (“AnalogX”) and in August 2021, the Company acquired PLDA, which resulted in the Company recognizing additional goodwill. Refer to Note 17, “Acquisitions,” for additional information. As of September 30, 2021 (In thousands) Gross Carrying Amount Accumulated Impairment Losses Net Carrying Amount Total goodwill $ 300,861 $ (21,770) $ 279,091 Intangible Assets, Net The components of the Company’s intangible assets as of September 30, 2021 and December 31, 2020 were as follows: As of September 30, 2021 (In thousands) Useful Life Gross Carrying Amount (1) Accumulated Amortization (1) Net Carrying Amount Existing technology 3 to 10 years $ 292,058 $ (243,728) $ 48,330 Customer contracts and contractual relationships 0.5 to 10 years 37,793 (34,892) 2,901 Non-compete agreements and trademarks 3 years 300 (300) — In-process research and development Not applicable 11,200 — 11,200 Total intangible assets $ 341,351 $ (278,920) $ 62,431 _________________________________________ (1) In July 2021, the Company acquired AnalogX and in August 2021, the Company acquired PLDA, which resulted in the Company recognizing additional intangible assets. Refer to Note 17, “Acquisitions,” for additional information. As of December 31, 2020 (In thousands) Useful Life Gross Carrying Amount Accumulated Amortization Net Carrying Amount Existing technology 3 to 10 years $ 263,789 $ (230,950) $ 32,839 Customer contracts and contractual relationships 0.5 to 10 years 36,293 (34,245) 2,048 Non-compete agreements and trademarks 3 years 300 (300) — In-process research and development (“IPR&D”) Not applicable 1,600 — 1,600 Total intangible assets $ 301,982 $ (265,495) $ 36,487 Amortization expense for intangible assets for the three and nine months ended September 30, 2021 was $4.2 million and $13.5 million, respectively. Amortization expense for intangible assets for the three and nine months ended September 30, 2020 was $4.6 million and $13.8 million, respectively. The estimated future amortization of intangible assets as of September 30, 2021 was as follows (in thousands): Years Ending December 31: Amount 2021 (remaining three months) $ 4,010 2022 14,508 2023 13,491 2024 11,180 2025 5,180 Thereafter 2,862 Total amortizable purchased intangible assets 51,231 IPR&D 11,200 Total intangible assets $ 62,431 |
Segment Information
Segment Information | 9 Months Ended |
Sep. 30, 2021 | |
Segment Reporting [Abstract] | |
Segment Information | Segments and Major Customers Operating segments are based upon Rambus’ internal organization structure, the manner in which its operations are managed, the criteria used by its Chief Operating Decision Maker (“CODM”) to evaluate segment performance and availability of separate financial information regularly reviewed for resource allocation and performance assessment. The Company has determined its CODM to be the Chief Executive Officer (“CEO”). The CEO reviews financial information presented on a consolidated basis for purposes of managing the business, allocating resources, making operating decisions and assessing financial performance. On this basis, the Company is organized and operates as a single segment within the semiconductor space. As of September 30, 2021, the Company has a single operating and reportable segment. Accounts receivable from the Company’s major customers representing 10% or more of total accounts receivable at September 30, 2021 and December 31, 2020, respectively, was as follows: As of Customer September 30, 2021 December 31, 2020 Customer 1 18 % * Customer 2 14 % * Customer 3 10 % 13 % Customer 4 * 14 % Customer 5 * 11 % _________________________________________ * Customer accounted for less than 10% of total accounts receivable in the period. Revenue from the Company’s major customers representing 10% or more of total revenue for the three and nine months ended September 30, 2021 and 2020, respectively, was as follows: Three Months Ended Nine Months Ended September 30, September 30, Customer 2021 2020 2021 2020 (As Restated) Customer A 23 % 12 % 21 % 13 % Customer B 15 % * 10 % * Customer C 11 % 18 % 11 % 16 % _________________________________________ * Customer accounted for less than 10% of total revenue in the period. Revenue from customers in the geographic regions based on the location of contracting parties was as follows: Three Months Ended Nine Months Ended September 30, September 30, (In thousands) 2021 2020 2021 2020 (As Restated) USA $ 55,337 $ 29,068 $ 147,029 $ 95,870 Taiwan 4,170 8,234 22,031 19,050 South Korea 1,350 719 3,947 3,240 Japan 3,095 4,175 11,509 16,749 Europe 661 728 2,294 6,410 Canada 19 534 111 1,077 Singapore 8,214 6,754 28,882 23,186 Asia-Other 8,436 6,703 20,720 18,827 Total $ 81,282 $ 56,915 $ 236,523 $ 184,409 |
Marketable Securities
Marketable Securities | 9 Months Ended |
Sep. 30, 2021 | |
Debt Securities, Available-for-sale, Sale [Abstract] | |
Marketable Securities | Marketable SecuritiesRambus invests its excess cash and cash equivalents primarily in U.S. government-sponsored obligations, commercial paper, corporate notes and bonds, money market funds and municipal notes and bonds that mature within three years. All cash equivalents and marketable securities are classified as available-for-sale. Total cash, cash equivalents and marketable securities are summarized as follows: As of September 30, 2021 (In thousands) Fair Value Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Weighted Rate of Return Money market funds $ 84,158 $ 84,158 $ — $ — 0.03 % U.S. Government bonds and notes 22,052 22,066 2 (16) 0.27 % Corporate notes, bonds and commercial paper 245,805 245,934 23 (152) 0.20 % Total cash equivalents and marketable securities 352,015 352,158 25 (168) Cash 67,713 67,713 — — Total cash, cash equivalents and marketable securities $ 419,728 $ 419,871 $ 25 $ (168) As of December 31, 2020 (In thousands) Fair Value Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Weighted Rate of Return Money market funds $ 18,162 $ 18,162 $ — $ — 0.01 % U.S. Government bonds and notes 169,633 169,670 3 (40) 0.12 % Corporate notes, bonds and commercial paper 253,391 253,412 61 (82) 0.20 % Total cash equivalents and marketable securities 441,186 441,244 64 (122) Cash 61,463 61,463 — — Total cash, cash equivalents and marketable securities $ 502,649 $ 502,707 $ 64 $ (122) Available-for-sale securities are reported at fair value on the balance sheets and classified along with cash as follows: As of (In thousands) September 30, 2021 December 31, 2020 Cash equivalents $ 84,158 $ 67,504 Short-term marketable securities 267,857 373,682 Total cash equivalents and marketable securities 352,015 441,186 Cash 67,713 61,463 Total cash, cash equivalents and marketable securities $ 419,728 $ 502,649 The Company continues to invest in highly rated and highly liquid debt securities. The Company holds all of its marketable securities as available-for-sale, marks them to market, and regularly reviews its portfolio to ensure adherence to its investment policy and to monitor individual investments for risk analysis, proper valuation, and unrealized losses that may be other than temporary. The estimated fair value and gross unrealized losses of cash equivalents and marketable securities classified by the length of time that the securities have been in a continuous unrealized loss position at September 30, 2021 and December 31, 2020 are as follows: Fair Value Gross Unrealized Losses (In thousands) September 30, 2021 December 31, 2020 September 30, 2021 December 31, 2020 Less than 12 months U.S. Government bonds and notes $ 18,078 $ 70,548 $ (16) $ (40) Corporate notes, bonds and commercial paper 150,870 181,349 (152) (82) Total cash equivalents and marketable securities in a continuous unrealized loss position $ 168,948 $ 251,897 $ (168) $ (122) The gross unrealized losses at September 30, 2021 and December 31, 2020 were not material in relation to the Company’s total available-for-sale portfolio. The gross unrealized losses can be primarily attributed to a combination of market conditions as well as the demand for and duration of the U.S. government-sponsored obligations and corporate notes and bonds. The Company reasonably believes that there is no need to sell these investments and that it can recover the amortized cost of these investments. The Company has found no evidence of impairment due to credit losses in its portfolio. Therefore, these unrealized losses were recorded in other comprehensive income (loss). However, the Company cannot provide any assurance that its portfolio of cash, cash equivalents and marketable securities will not be impacted by adverse conditions in the financial markets, which may require the Company in the future to record an impairment charge for credit losses which could adversely impact its financial results. The contractual maturities of cash equivalents (excluding money market funds which have no maturity) and marketable securities are summarized as follows: (In thousands) September 30, 2021 Due less than one year $ 164,232 Due from one year through three years 103,625 Total $ 267,857 Refer to Note 8, “Fair Value of Financial Instruments,” for discussion regarding the fair value of the Company’s cash equivalents and marketable securities. |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 9 Months Ended |
Sep. 30, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The following table presents the financial instruments that are carried at fair value and summarizes the valuation of its cash equivalents and marketable securities by the below pricing levels as of September 30, 2021 and December 31, 2020: As of September 30, 2021 (In thousands) Total Quoted Market Prices in Active Markets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Money market funds $ 84,158 $ 84,158 $ — $ — U.S. Government bonds and notes 22,052 — 22,052 — Corporate notes, bonds and commercial paper 245,805 — 245,805 — Total available-for-sale securities $ 352,015 $ 84,158 $ 267,857 $ — As of December 31, 2020 (In thousands) Total Quoted Market Prices in Active Markets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Money market funds $ 18,162 $ 18,162 $ — $ — U.S. Government bonds and notes 169,633 — 169,633 — Corporate notes, bonds and commercial paper 253,391 — 253,391 — Total available-for-sale securities $ 441,186 $ 18,162 $ 423,024 $ — The Company monitors its investments for other-than-temporary impairment and records appropriate reductions in carrying value when necessary. The Company monitors its investments for other-than-temporary losses by considering current factors, including the economic environment, market conditions, operational performance and other specific factors relating to the business underlying the investment, reductions in carrying values when necessary and the Company’s ability and intent to hold the investment for a period of time which may be sufficient for anticipated recovery in the market. Any other-than-temporary loss is reported under “Interest and other income (expense), net” on the condensed consolidated statement of operations. During the second half of 2018, the Company made an investment in a non-marketable equity security of a private company. This equity investment is accounted for under the equity method of accounting, and the Company accounts for its equity method share of the income (loss) on a quarterly basis. As of September 30, 2021, the carrying value of the Company’s 25.0% ownership percentage was $2.1 million, which was included in other assets on the accompanying consolidated balance sheets. The Company recorded immaterial amounts on its consolidated statements of operations representing its share of the investee’s loss for the nine months ended September 30, 2021 and 2020. During the three and nine months ended September 30, 2021 and 2020, there were no transfers of financial instruments between different categories of fair value. The following table presents the financial instruments that are not carried at fair value but require fair value disclosure as of September 30, 2021 and December 31, 2020: As of September 30, 2021 As of December 31, 2020 (In thousands) Face Value Carrying Value Fair Value Face Value Carrying Value Fair Value 1.375% Convertible Senior Notes due 2023 (the “2023 Notes”) $ 172,500 $ 161,733 $ 221,173 $ 172,500 $ 156,031 $ 194,709 The fair value of the convertible notes at each balance sheet date is determined based on recent quoted market prices for these notes which is a level 2 measurement. As discussed in Note 10, “Convertible Notes,” as of September 30, 2021, the convertible notes were carried at their face value of $172.5 million, less any unamortized debt discount and unamortized debt issuance costs. The carrying value of other financial instruments, including accounts receivable, accounts payable and other liabilities, approximated fair value due to their short maturities. |
Leases
Leases | 9 Months Ended |
Sep. 30, 2021 | |
Leases [Abstract] | |
Leases | Leases The Company leases office space, domestically and internationally, under operating leases. The Company’s leases have remaining lease terms generally between one year and ten years. Operating leases are included in operating lease right-of-use (“ROU”) assets, operating lease liabilities, and long-term operating lease liabilities on the Company’s unaudited condensed consolidated balance sheets. The Company does not have any finance leases. The table below reconciles the undiscounted cash flows for the first five years and total of the remaining years to the operating lease liabilities recorded on the unaudited condensed consolidated balance sheet as of September 30, 2021 (in thousands): Years ending December 31, Amount 2021 (remaining three months) $ 2,196 2022 7,510 2023 4,708 2024 4,062 2025 4,180 Thereafter 21,735 Total minimum lease payments 44,391 Less: amount of lease payments representing interest (7,490) Present value of future minimum lease payments 36,901 Less: current obligations under leases (6,501) Long-term lease obligations $ 30,400 As of September 30, 2021, the weighted-average remaining lease term for the Company’s operating leases was 8.0 years and the weighted-average discount rate used to determine the present value of the Company’s operating leases was 4.5%. Operating lease costs included in research and development and selling, general and administrative costs on the condensed consolidated statements of operations were $1.9 million and $1.8 million for the three months ended September 30, 2021 and 2020, respectively. Operating lease costs included in research and development and selling, general and administrative costs on the condensed consolidated statements of operations were $5.6 million and $7.7 million for the nine months ended September 30, 2021 and 2020, respectively. Cash paid for amounts included in the measurement of operating lease liabilities were $6.4 million and $5.6 million for the nine months ended September 30, 2021 and 2020, respectively. |
Convertible Notes
Convertible Notes | 9 Months Ended |
Sep. 30, 2021 | |
Debt Disclosure [Abstract] | |
Convertible Notes | Convertible Notes The Company’s convertible notes are shown in the following table: As of (In thousands) September 30, 2021 December 31, 2020 2023 Notes $ 172,500 $ 172,500 Unamortized discount — 2023 Notes (10,094) (15,420) Unamortized debt issuance costs — 2023 Notes (673) (1,049) Total convertible notes 161,733 156,031 Less current portion — — Total long-term convertible notes $ 161,733 $ 156,031 Interest expense related to the notes for the three and nine months ended September 30, 2021 and 2020 was as follows: Three Months Ended Nine Months Ended September 30, September 30, (In thousands) 2021 2020 2021 2020 2023 Notes coupon interest at a rate of 1.375% $ 593 $ 593 $ 1,779 $ 1,779 2023 Notes amortization of discount and debt issuance cost at an additional effective interest rate of 4.9% 1,927 1,823 5,702 5,394 Total interest expense on convertible notes $ 2,520 $ 2,416 $ 7,481 $ 7,173 |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies As of September 30, 2021, the Company’s material contractual obligations were as follows: (In thousands) Total Remainder of 2021 2022 2023 2024 2025 Contractual obligations (1) (2) Software licenses (3) $ 11,393 $ 3,485 $ 7,587 $ 321 $ — $ — Acquisition retention bonuses (4) 9,870 370 5,167 2,167 2,166 — Convertible notes 172,500 — — 172,500 — — Interest payments related to convertible notes 3,564 — 2,372 1,192 — — Total $ 197,327 $ 3,855 $ 15,126 $ 176,180 $ 2,166 $ — _________________________________________ (1) The above table does not reflect possible payments in connection with unrecognized tax benefits of approximately $21.4 million, including $19.8 million recorded as a reduction of long-term deferred tax assets and $1.6 million in long-term income taxes payable as of September 30, 2021. As noted below in Note 14, “Income Taxes,” although it is possible that some of the unrecognized tax benefits could be settled within the next 12 months, the Company cannot reasonably estimate the outcome at this time. (2) For the Company’s lease commitments as of September 30, 2021, refer to Note 9, “Leases.” (3) The Company has commitments with various software vendors for agreements generally having terms longer than one year. (4) In connection with the acquisition of Northwest Logic in the third quarter of 2019, the Secure Silicon IP and Protocols business in the fourth quarter of 2019, and the acquisitions of AnalogX and PLDA in the third quarter of 2021, the Company is obligated to pay retention bonuses to certain employees subject to certain eligibility and acceleration provisions including the condition of employment. Indemnifications From time to time, the Company indemnifies certain customers as a necessary means of doing business. Indemnification covers customers for losses suffered or incurred by them as a result of any patent, copyright, or other intellectual property |
Equity Incentive Plans and Stoc
Equity Incentive Plans and Stock-Based Compensation | 9 Months Ended |
Sep. 30, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Equity Incentive Plans and Stock-Based Compensation | Equity Incentive Plans and Stock-Based Compensation A summary of shares available for grant under the Company’s plans is as follows: Shares Available for Grant Total shares available for grant as of December 31, 2020 12,412,320 Stock options forfeited 51,477 Nonvested equity stock and stock units granted (1) (2) (3,719,258) Nonvested equity stock and stock units forfeited (1) 1,306,393 Total shares available for grant as of September 30, 2021 10,050,932 _________________________________________ (1) For purposes of determining the number of shares available for grant under the 2015 Equity Incentive Plan (the “2015 Plan”) against the maximum number of shares authorized, each restricted stock granted reduces the number of shares available for grant by 1.5 shares and each restricted stock forfeited increases shares available for grant by 1.5 shares. (2) Amount includes approximately 0.4 million shares that have been reserved for potential future issuance related to certain performance unit awards granted in the first quarter of 2021 and discussed under the section titled “Nonvested Equity Stock and Stock Units” below. General Stock Option Information The following table summarizes stock option activity under the Company’s equity incentive plans for the nine months ended September 30, 2021 and information regarding stock options outstanding, exercisable, and vested and expected to vest as of September 30, 2021. Options Outstanding (In thousands, except per share amounts and years) Number of Shares Weighted- Average Exercise Price Per Share Weighted- Average Remaining Contractual Term (years) Aggregate Intrinsic Value Outstanding as of December 31, 2020 964,211 $ 11.08 Options granted — $ — Options exercised (176,774) $ 10.97 Options forfeited (51,477) $ 15.09 Outstanding as of September 30, 2021 735,960 $ 10.83 4.4 $ 8,368 Vested or expected to vest at September 30, 2021 735,700 $ 10.83 4.4 $ 8,366 Options exercisable at September 30, 2021 668,111 $ 10.60 4.1 $ 7,749 Employee Stock Purchase Plan Under the 2015 Employee Stock Purchase Plan (“2015 ESPP”), the Company issued 263,933 shares at a price of $11.58 per share and 277,838 shares at a price of $10.51 per share during the nine months ended September 30, 2021 and 2020, respectively. As of September 30, 2021, approximately 2.9 million shares under the 2015 ESPP remained available for issuance. Stock-Based Compensation For the nine months ended September 30, 2021 and 2020, the Company maintained stock plans covering a broad range of potential equity grants including stock options, nonvested equity stock and equity stock units and performance based instruments. In addition, the Company sponsors the 2015 ESPP, whereby eligible employees are entitled to purchase common stock semi-annually, by means of limited payroll deductions, at a 15% discount from the fair market value of the common stock as of specific dates. Stock Options There were no stock options granted during the three and nine months ended September 30, 2021. During the three and nine months ended September 30, 2020, the number of stock options granted were not material. During the three and nine months ended September 30, 2021, the Company recorded stock-based compensation expense related to stock options of $0.1 million and $0.2 million, respectively. During the three and nine months ended September 30, 2020, the Company recorded stock-based compensation expense related to stock options of $0.2 million and $0.4 million, respectively. As of September 30, 2021, there was $0.6 million of total unrecognized compensation cost, net of expected forfeitures, related to non-vested stock-based compensation arrangements granted under the stock option plans. That cost is expected to be recognized over a weighted-average period of 1.4 years. Employee Stock Purchase Plan For the three and nine months ended September 30, 2021, the Company recorded stock-based compensation expense related to the 2015 ESPP of $0.3 million and $1.1 million, respectively. For the three and nine months ended September 30, 2020, the Company recorded stock-based compensation expense related to the 2015 ESPP of $0.3 million and $1.1 million, respectively. As of September 30, 2021, there was $0.1 million of total unrecognized compensation cost related to stock-based compensation arrangements granted under the 2015 ESPP. That cost is expected to be recognized over one month. Valuation Assumptions The fair value of stock awards is estimated as of the grant date using the Black-Scholes-Merton (“BSM”) option-pricing model assuming a dividend yield of 0% and the additional weighted-average assumptions as listed in the table below. There were no stock options granted during the three and nine months ended September 30, 2021. The stock options granted during the three and nine months ended September 30, 2020 were not material. Employee Stock Purchase Plan Nine Months Ended September 30, 2021 2020 Employee Stock Purchase Plan: Expected stock price volatility 32% 46% Risk free interest rate 0.04% 0.12% Expected term (in years) 0.5 0.5 Weighted-average fair value of purchase rights granted under the purchase plan $4.53 $3.50 Nonvested Equity Stock and Stock Units The Company grants nonvested equity stock units to officers, employees and directors. During the three and nine months ended September 30, 2021, the Company granted nonvested equity stock units totaling approximately 0.2 million and 2.2 million shares, respectively. During the three and nine months ended September 30, 2020, the Company granted nonvested equity stock units totaling approximately 0.1 million and 1.9 million shares, respectively. These awards have a service condition, generally a service period of four years, except in the case of grants to directors, for which the service period is one year. For the three and nine months ended September 30, 2021, the nonvested equity stock units were valued at the date of grant giving them a fair value of approximately $5.5 million and $46.9 million, respectively. For the three and nine months ended September 30, 2020, the nonvested equity stock units were valued at the date of grant giving them a fair value of approximately $0.9 million and $30.2 million, respectively. During the first quarters of 2021 and 2020, the Company granted performance unit awards to certain Company executive officers with vesting subject to the achievement of certain performance and/or market conditions. The ultimate number of performance units that can be earned can range from 0% to 200% of target depending on performance relative to target over the applicable period. The shares earned will vest on the third anniversary of the date of grant. The Company’s shares available for grant have been reduced to reflect the shares that could be earned at the maximum target. For the three and nine months ended September 30, 2021, the Company recorded stock-based compensation expense of approximately $7.1 million and $20.0 million, respectively, related to all outstanding nonvested equity stock grants. For the three and nine months ended September 30, 2020, the Company recorded stock-based compensation expense of approximately $6.3 million and $18.1 million, respectively, related to all outstanding nonvested equity stock grants. Unrecognized stock-based compensation related to all nonvested equity stock grants, net of estimated forfeitures, was approximately $48.8 million at September 30, 2021. This amount is expected to be recognized over a weighted-average period of 2.2 years. The following table reflects the activity related to nonvested equity stock and stock units for the nine months ended September 30, 2021: Nonvested Equity Stock and Stock Units Shares Weighted- Average Grant-Date Fair Value Nonvested at December 31, 2020 4,851,265 $ 12.82 Granted 2,231,223 $ 21.00 Vested (1,438,169) $ 12.39 Forfeited (686,279) $ 15.06 Nonvested at September 30, 2021 4,958,040 $ 16.32 |
Stockholders' Equity
Stockholders' Equity | 9 Months Ended |
Sep. 30, 2021 | |
Stockholders' Equity Note [Abstract] | |
Stockholders' Equity | Stockholders’ Equity Share Repurchase Programs On October 29, 2020, the Board approved a new share repurchase program authorizing the repurchase of up to an aggregate of 20.0 million shares (the “2020 Repurchase Program”). Share repurchases under the 2020 Repurchase Program may be made through the open market, established plans or privately negotiated transactions in accordance with all applicable securities laws, rules, and regulations. There is no expiration date applicable to the 2020 Repurchase Program. During the nine months ended September 30, 2021, the Company repurchased shares of its common stock under the 2020 Repurchase Program as discussed below. On November 11, 2020, the Company entered into an accelerated share repurchase program with Deutsche Bank AG, London Branch as counterparty, through its agent Deutsche Bank Securities Inc. (“Deutsche Bank”) (the “2020 ASR Program”). The 2020 ASR Program was part of the share repurchase program previously authorized by the Company’s Board on October 29, 2020. Under the 2020 ASR Program, the Company pre-paid to Deutsche Bank the $50.0 million purchase price for its common stock and, in turn, the Company received an initial delivery of approximately 2.6 million shares of its common stock from Deutsche Bank in the fourth quarter of 2020, which were retired and recorded as a $40.0 million reduction to stockholders’ equity. The remaining $10.0 million of the initial payment was recorded as a reduction to stockholders’ equity as an unsettled forward contract indexed to the Company’s stock. During the second quarter of 2021, the accelerated share repurchase program was completed and the Company received an additional 0.1 million shares of its common stock as the final settlement of the accelerated share repurchase program. On June 15, 2021, the Company entered into an accelerated share repurchase program with Deutsche Bank (the “2021 ASR Program”). The 2021 ASR Program was part of the share repurchase program previously authorized by the Company’s Board on October 29, 2020. Under the 2021 ASR Program, the Company pre-paid to Deutsche Bank the $100.0 million purchase price for its common stock and, in turn, the Company received an initial delivery of approximately 3.9 million shares of its common stock from Deutsche Bank in the second quarter of 2021, which were retired and recorded as a $80.0 million reduction to stockholders’ equity. The remaining $20.0 million of the initial payment was recorded as a reduction to stockholders’ equity as an unsettled forward contract indexed to the Company’s stock. In October 2021, the accelerated share repurchase program was completed and the Company received an additional 0.4 million shares of its common stock as the final settlement of the accelerated share repurchase program. During the nine months ended September 30, 2021, there were no other repurchases of the Company’s common stock under the 2020 Repurchase Program. As of September 30, 2021, there remained an outstanding authorization to repurchase approximately 13.4 million shares of the Company’s outstanding common stock under the 2020 Repurchase Program. The Company records stock repurchases as a reduction to stockholders’ equity. The Company records a portion of the purchase price of the repurchased shares as an increase to accumulated deficit when the price of the shares repurchased exceeds the average original proceeds per share received from the issuance of common stock. During the nine months ended September 30, 2021, the cumulative price of $77.2 million was recorded as an increase to accumulated deficit. |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes The Company recorded a provision for income taxes of $1.1 million and $1.2 million for the three months ended September 30, 2021 and 2020, respectively, and $3.2 million and $2.3 million for the nine months ended September 30, 2021 and 2020, respectively. The provision for income taxes for the three and nine months ended September 30, 2021 was driven by a combination of the valuation allowance recorded on U.S. deferred tax assets, foreign withholding taxes, the statutory tax expense for the foreign jurisdictions for 2021, tax on Canadian capital gains related to the acquisition of AnalogX, and indefinite-lived intangible tax amortization expense. The provision for income taxes for the three and nine months ended September 30, 2020 was driven by a combination of the valuation allowance recorded on U.S. deferred tax assets, foreign withholding taxes, the projected annual effective tax rate for the foreign jurisdictions for 2020, partial California deferred tax asset valuation allowance release, and indefinite-lived intangible tax amortization expense. During the three months ended September 30, 2021 and 2020, the Company paid withholding taxes of $5.0 million and $5.2 million, respectively. During the nine months ended September 30, 2021 and 2020, the Company paid withholding taxes of $15.4 million and $14.8 million, respectively. The Company periodically evaluates the realizability of its net deferred tax assets based on all available evidence, both positive and negative. During the third quarter of 2018, the Company assessed the changes in its underlying facts and circumstances and evaluated the realizability of its existing deferred tax assets based on all available evidence, both positive and negative, and the weight accorded to each, and concluded a full valuation allowance associated with U.S. federal and California deferred tax assets was appropriate. The Company continues to maintain a full valuation allowance against its U.S. federal deferred tax assets. During 2020, as a result of the enactment of California A.B. 85 and the temporary suspension of California net operating loss utilization for tax years 2020 through 2022, the Company released $0.7 million of the valuation allowance on its deferred tax asset for California research and development tax credits. The Company continues to maintain a full valuation allowance on the remainder of its California deferred tax assets as it does not expect to be able to fully utilize them. The Company has U.S. federal deferred tax assets related to research and development credits, foreign tax credits and other tax attributes that can be used to offset U.S. federal taxable income in future periods. These credit carryforwards will expire if they are not used within certain time periods. It is possible that some or all of these attributes could ultimately expire unused. The Company maintains liabilities for uncertain tax positions within its long-term income taxes payable accounts and as a reduction to existing deferred tax assets to the extent tax attributes are available to offset such liabilities. These liabilities involve judgment and estimation and are monitored by management based on the best information available including changes in tax regulations, the outcome of relevant court cases and other information. As of September 30, 2021, the Company had approximately $143.4 million of unrecognized tax benefits, including $19.8 million recorded as a reduction of long-term deferred tax assets, $122.0 million recorded as a reduction of other assets associated with refundable withholding taxes previously withheld from licensees in South Korea (Korea), and $1.6 million recorded in long-term income taxes payable. If recognized, $1.6 million would be recorded as an income tax benefit. As a result of recent court rulings in Korea, the Company has determined that they may be entitled to refund claims for foreign taxes previously withheld from licensees in Korea. The Company recognizes that there are numerous risks and uncertainties associated with the ultimate collection of this refund and has therefore maintained an offsetting reserve for the entire amount of refundable withholding taxes previously withheld in Korea. As of December 31, 2020, the Company had $134.0 million of unrecognized tax benefits, including $23.6 million recorded as a reduction of long-term deferred tax assets, $109 million recorded as a reduction of other assets associated with refundable withholding taxes previously withheld from licensees in South Korea, and $1.9 million recorded in long-term income taxes payable. Although it is possible that some of the unrecognized tax benefits could be settled within the next 12 months, the Company cannot reasonably estimate the outcome at this time. The Company recognizes interest and penalties related to uncertain tax positions as a component of the income tax provision. At September 30, 2021 and December 31, 2020, an immaterial amount of interest and penalties is included in long-term income taxes payable. Rambus files income tax returns for the U.S., California, India, the U.K., the Netherlands and various other state and foreign jurisdictions. The U.S. federal returns are subject to examination from 2017 and forward. The California returns are subject to examination from 2017 and forward. In addition, any research and development credit carryforward or net operating loss carryforward generated in prior years and utilized in these or future years may also be subject to examination. The India returns are subject to examination from fiscal year ending March 2012 and forward. The Company is currently under examination by New York for the 2017 through 2019 tax years. The Company settled its 2010, 2016 and 2018 audits with the California Franchise Tax Board during the third quarter of 2021, agreeing to the immaterial adjustments proposed. The Company’s India subsidiary is under examination by the Indian tax administration for tax years beginning with 2011, except for 2014, which was assessed in the Company’s favor. These examinations may result in proposed adjustments to the income taxes as filed during these periods. Management regularly assesses the likelihood of outcomes resulting from income tax examinations to determine the adequacy of their provision for income taxes and believes their provision for unrecognized tax benefits is adequate. Additionally, the Company’s future effective tax rates could be adversely affected by earnings being higher than anticipated in countries where the Company has higher statutory rates or lower than anticipated in countries where it has lower statutory rates, by changes in valuation of its deferred tax assets and liabilities or by changes in tax laws or interpretations of those laws. On March 27, 2020, the Coronavirus Aid, Relief and Economic Security (“CARES”) Act was enacted and signed into law. The CARES Act includes a number of federal income tax law changes, including, but not limited to (1) permitting net operating loss carrybacks to offset 100% of taxable income for taxable years beginning before 2021, (2) accelerating alternative minimum tax credit refunds, (3) temporarily increasing the allowable business interest deduction from 30% to 50% of adjusted taxable income, and (4) providing a technical correction for depreciation related to qualified improvement property. The CARES Act did not have a material impact on the Company’s condensed consolidated financial statements. |
Litigation and Asserted Claims
Litigation and Asserted Claims | 9 Months Ended |
Sep. 30, 2021 | |
Disclosure Text Block Supplement [Abstract] | |
Litigation and Asserted Claims | Litigation and Asserted Claims Rambus is not currently a party to any material pending legal proceeding; however, from time to time, Rambus may become involved in legal proceedings or be subject to claims arising in the ordinary course of its business. Although the results of litigation and claims cannot be predicted with certainty, the Company currently believes that the final outcome of these ordinary course matters will not have a material adverse effect on our business, operating results, financial position or cash flows. Regardless of the outcome, litigation can have an adverse impact on the Company because of defense and settlement costs, diversion of management attention and resources and other factors. The Company records a contingent liability when it is probable that a loss has been incurred and the amount is reasonably estimable in accordance with accounting for contingencies. |
Restructuring Charges
Restructuring Charges | 9 Months Ended |
Sep. 30, 2021 | |
Restructuring and Related Activities [Abstract] | |
Restructuring Charges | Restructuring Charges 2020 Restructuring Plan In November 2020, the Company initiated a restructuring plan to reduce overall expenses which is expected to improve future profitability by reducing spending on research and development efforts and sales, general and administrative programs (the “2020 Restructuring Plan”). In connection with this restructuring plan, the Company initiated a plan of termination resulting in a reduction of approximately 70 employees. During the nine months ended September 30, 2021, the Company recorded additional charges of approximately $0.4 million related primarily to the reduction in workforce. No charges were recorded during the three months ended September 30, 2021. The 2020 Restructuring Plan was completed in the second quarter of 2021. 2019 Restructuring Plan In June 2019, the Company initiated a restructuring plan to reduce overall expenses to improve future profitability by reducing spending on research and development efforts and sales, general and administrative programs (the “2019 Restructuring Plan”). In connection with the 2019 Restructuring Plan, the Company initiated a plan of termination resulting in a reduction of approximately 80 employees. During 2020, the Company recorded a charge of approximately $0.8 million related to the reduction in workforce. The 2019 Restructuring Plan was substantially completed in the second quarter of 2020. |
Acquisitions
Acquisitions | 9 Months Ended |
Sep. 30, 2021 | |
Business Combinations [Abstract] | |
Acquisitions | Acquisitions AnalogX Inc. On July 2, 2021 (the “AnalogX Closing Date”), the Company completed its acquisition of AnalogX, a premier interconnect IP company, by acquiring all of its outstanding shares. The Company acquired AnalogX for total consideration of approximately $47.5 million, including certain adjustments for working capital, which consisted of $40.4 million in initial cash consideration at the AnalogX Closing Date and additional deferred payments totaling approximately $7.4 million, initially recorded at its present value of approximately $7.1 million, (the “Deferred Payments”). The Deferred Payments will be paid in cash over three years following the AnalogX Closing Date, in three installments on each of the dates that are 12 months, 24 months and 36 months following the AnalogX Closing Date. A portion of the purchase price, $5.9 million of the consideration, was deposited into an escrow account to fund indemnification obligations and other contractual provisions, to be released 12 months after the AnalogX Closing Date. The addition of the technology and expertise from AnalogX augments the Company’s SerDes offerings and CXL memory interconnect initiative. As part of the acquisition, the Company agreed to pay certain AnalogX employees $3.5 million in cash over three years following the AnalogX Closing Date (the “AnalogX Retention Bonus”), to be paid in three equal installments on each of the dates that are 12 months, 24 months and 36 months following the AnalogX Closing Date. The AnalogX Retention Bonus payouts are subject to the condition of continued employment. Therefore, the AnalogX Retention Bonus payouts will be treated as compensation and will be expensed ratably over the retention period. As of September 30, 2021, the Company had incurred approximately $0.8 million in external acquisition costs in connection with the transaction, which were expensed as incurred. The purchase price allocation and related accounting for this acquisition is preliminary. The preliminary fair value estimates for the assets acquired and liabilities assumed were based upon preliminary calculations and valuations and the Company’s estimates and assumptions for the acquisition are subject to change if the Company obtains additional information during the measurement period. The fair value of the intangible assets acquired was determined by management primarily by using the estimated current replacement cost under the cost approach. The fair values of the remaining assets acquired and liabilities assumed approximated their carrying values at the AnalogX Closing Date. The Company performed a valuation of the net assets acquired as of the AnalogX Closing Date. The total consideration from the acquisition was preliminarily allocated as follows: (In thousands) Total Cash and cash equivalents $ 2,763 Accounts receivable 280 Unbilled receivables 1,566 Prepaid expenses and other current assets 1,354 Identified intangible assets 6,800 IPR&D 3,800 Goodwill 38,326 Property, plant and equipment, net 118 Accounts payable (1,112) Deferred revenue (23) Income taxes payable (6,144) Other current liabilities (215) Total $ 47,513 The goodwill arising from the acquisition is primarily attributed to synergies related to the combination of new and complementary technologies of the Company and the assembled workforce of the acquired business. Approximately $26.9 million of the goodwill is expected to be deductible for tax purposes. The identified intangible assets assumed in the acquisition of AnalogX were recognized as follows based upon their estimated fair values as of the acquisition date: Total Estimated Weighted-Average Useful Life (in thousands) (in years) Existing technology $ 6,300 5 years Customer contracts and contractual relationships 500 2 years IPR&D 3,800 Not applicable Total $ 10,600 IPR&D consists of multiple projects relating to the development of various high-speed SerDes technologies. The projects are expected to be completed within the next three years. The acquired IPR&D will not be amortized until completion of the related products, which is determined by when the underlying project reaches technological feasibility and commences commercial production. Upon completion, the IPR&D projects will be amortized over their useful lives, which are expected to range between three years and five years. PLDA Group On June 16, 2021, the Company announced that it had entered into an agreement to acquire PLDA, a provider of high-speed interconnect solutions. On August 18, 2021 (the “PLDA Closing Date”), the Company completed its acquisition of PLDA by acquiring all of its outstanding shares. Under the terms of the Share Purchase Agreement, the total consideration of approximately $85.6 million is comprised of $67.1 million in closing cash consideration, 0.3 million shares of the Company’s common stock (valued based on the Company’s closing stock price at the PLDA Closing Date, which amounted to approximately $6.9 million) and up to an additional $21.0 million to be paid in shares of common stock, currently valued at $11.6 million (the “fair value of the earn-out liability”), subject to certain revenue targets of the acquired business for the next three years. The fair value of the earn-out liability will be remeasured each quarter, depending on the acquired business’s revenue performance relative to target over the applicable period. The Company has classified its liability for the contingent earn-out consideration related to the PLDA acquisition within level 3 of the fair value hierarchy because the fair value is determined using significant unobservable inputs. A portion of the purchase price, $10.0 million of the consideration, was deposited into an escrow account to fund indemnification obligations and other contractual provisions, to be released 24 months after the PLDA Closing Date. The addition of the technology and expertise from PLDA augments the Company’s digital controller IP and CXL memory interconnect initiative. As part of the acquisition, the Company agreed to pay certain PLDA employees $3.0 million in cash over three years following the PLDA Closing Date (the “PLDA Retention Bonus”), to be paid in three equal installments on each of the dates that are 12 months, 24 months and 36 months following the PLDA Closing Date. The PLDA Retention Bonus payouts are subject to the condition of continued employment. Therefore, the PLDA Retention Bonus payouts will be treated as compensation and will be expensed ratably over the retention period. As of September 30, 2021, the Company had incurred approximately $1.4 million in external acquisition costs in connection with the transaction, which were expensed as incurred. The purchase price allocation and related accounting for this acquisition is preliminary. The preliminary fair value estimates for the assets acquired and liabilities assumed were based upon preliminary calculations and valuations and the Company’s estimates and assumptions for the acquisition are subject to change if the Company obtains additional information during the measurement period. The fair value of the intangible assets acquired was determined by management primarily by using the multi-period excess earnings method under the income approach. This method reflects the present value of the projected cash flows that are expected to be generated by the existing technologies less charges representing the contribution of other assets to those cash flows. The fair values of the remaining assets acquired and liabilities assumed approximated their carrying values at the PLDA Closing Date. The Company performed a valuation of the net assets acquired as of the PLDA Closing Date. The total consideration from the acquisition was preliminarily allocated as follows: (In thousands) Total Cash and cash equivalents $ 5,820 Accounts receivable 2,233 Inventories 125 Prepaid expenses and other current assets 836 Identified intangible assets 21,400 IPR&D 7,400 Goodwill 57,543 Property, plant and equipment, net 679 Operating lease right-of-use asset 864 Other assets 339 Accounts payable (1,046) Accrued salaries and benefits (814) Deferred revenue (514) Income taxes payable (118) Operating lease liability (852) Deferred tax liability (8,180) Other current liabilities (74) Total $ 85,641 The goodwill arising from the acquisition is primarily attributed to synergies related to the combination of new and complementary technologies of the Company and the assembled workforce of the acquired business. This goodwill is not expected to be deductible for tax purposes. The identified intangible assets assumed in the acquisition of PLDA were recognized as follows based upon their estimated fair values as of the acquisition date: Total Estimated Weighted-Average Useful Life (in thousands) (in years) Existing technology $ 20,400 3 to 5 years Customer contracts and contractual relationships 1,000 2 years IPR&D 7,400 Not applicable Total $ 28,800 IPR&D consists of multiple projects relating to the development of PLDA’s PCIe Gen 6 and CXL 3.0 technologies. The projects are expected to be completed within the next 12 months. The acquired IPR&D will not be amortized until completion of the related products which are determined by when the underlying project reaches technological feasibility and commences commercial production. Upon completion, the IPR&D projects will be amortized over their respective useful life, which are expected to range between three years and five years. Pro Forma Combined Consolidated Financial Information The following pro forma financial information presents the combined results of operations for the Company and AnalogX and PLDA as if the acquisitions had occurred on January 1, 2020. The pro forma financial information has been prepared for comparative purposes only and does not purport to be indicative of the actual operating results that would have been recorded had the acquisitions actually taken place on January 1, 2020, and should not be taken as indicative of future consolidated operating results. Additionally, the pro forma financial results do not include any anticipated synergies or other expected benefits from the acquisitions (in thousands, except per share amounts): Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Total revenue $ 82,965 $ 62,119 $ 247,180 $ 195,347 Net income (loss) $ 5,147 $ (15,205) $ 10,388 $ (32,952) The pro forma net income for 2021 was adjusted to exclude $2.2 million of acquisition-related costs incurred in the three and nine months ended September 30, 2021. Consequently, the pro forma net loss for 2020 was adjusted to include these costs. |
Restatement of Consolidated F_2
Restatement of Consolidated Financial Statements (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Changes and Error Corrections [Abstract] | |
Schedule of Error Corrections and Prior Period Adjustments | The restatement tables below present a reconciliation from the previously reported amounts to the restated amounts (in thousands, except shares and per share amounts). The amounts originally reported were derived from the Company’s Quarterly Report on Form 10-Q for the interim period ended September 30, 2020. Certain line items in the quarterly financial data below were excluded because they were not impacted by the restatement. For the Three Months Ended As Originally Reported Adjustments As Restated Condensed Consolidated Statement of Operations Interest income and other income (expense), net $ 3,464 $ 90 $ 3,554 Interest and other income (expense), net 878 90 968 Income (loss) before income taxes (11,622) 90 (11,532) Provision for income taxes 1,157 48 1,205 Net income (loss) (12,779) 42 (12,737) Net income (loss) per share: Basic $ (0.11) $ — $ (0.11) Diluted $ (0.11) $ — $ (0.11) For the Nine Months Ended As Originally Reported Adjustments As Restated Condensed Consolidated Statement of Operations Revenue: Royalties $ 53,253 $ 3,575 $ 56,828 Total revenue 180,834 3,575 184,409 Gross profit 133,537 3,575 137,112 Operating expenses: Sales, general and administrative 64,387 822 65,209 Total operating expenses 169,340 822 170,162 Operating income (loss) (35,803) 2,753 (33,050) Interest income and other income (expense), net 14,435 250 14,685 Interest and other income (expense), net 6,714 250 6,964 Income (loss) before income taxes (29,089) 3,003 (26,086) Provision for income taxes 2,454 (124) 2,330 Net income (loss) (31,543) 3,127 (28,416) Net income (loss) per share: Basic $ (0.28) $ 0.03 $ (0.25) Diluted $ (0.28) $ 0.03 $ (0.25) For the Three Months Ended As Originally Reported Adjustments As Restated Condensed Consolidated Statement of Comprehensive Loss Net income (loss) $ (12,779) $ 42 $ (12,737) Total comprehensive income (loss) (12,859) 42 (12,817) For the Nine Months Ended As Originally Reported Adjustments As Restated Condensed Consolidated Statement of Comprehensive Loss Net income (loss) $ (31,543) $ 3,127 $ (28,416) Total comprehensive income (loss) (31,583) 3,127 (28,456) For the Three and Nine Months Ended September 30, 2020 As Originally Reported Adjustments As Restated Condensed Consolidated Statement of Stockholders’ Equity Net loss attributable to: Accumulated deficit $ (321,787) $ 7,582 $ (314,205) Total stockholders’ equity 958,246 7,582 965,828 For the Nine Months Ended As Originally Reported Adjustments As Restated Condensed Consolidated Statement of Cash Flows Cash flows from operating activities: Net loss $ (31,543) $ 3,127 $ (28,416) Adjustments to reconcile net loss to net cash provided by operating activities: Depreciation 20,853 822 21,675 Deferred income taxes 618 (49) 569 Change in operating assets and liabilities, net of effects of acquisitions: Unbilled receivables 126,324 (3,826) 122,498 Prepaid expenses and other assets 2,188 (74) 2,114 Net cash provided by operating activities 143,392 — 143,392 |
Revenue Recognition (Tables)
Revenue Recognition (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Contract balances | The Company’s contract balances were as follows: As of (In thousands) September 30, 2021 December 31, 2020 Unbilled receivables $ 289,743 $ 375,512 Deferred revenue 20,668 10,461 |
Earnings (Loss) Per Share (Tabl
Earnings (Loss) Per Share (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Earnings Per Share [Abstract] | |
Computation of basic and diluted net income (loss) per share | The following table sets forth the computation of basic and diluted net income (loss) per share: Three Months Ended Nine Months Ended September 30, September 30, (In thousands, except per share amounts) 2021 2020 (As Restated) 2021 2020 (As Restated) Net income (loss) per share: Numerator: Net income (loss) $ 3,676 $ (12,737) $ 12,229 $ (28,416) Denominator: Weighted-average shares outstanding - basic 108,989 113,828 111,103 113,437 Effect of potential dilutive common shares 4,672 — 3,851 — Weighted-average shares outstanding - diluted 113,661 113,828 114,954 113,437 Basic net income (loss) per share $ 0.03 $ (0.11) $ 0.11 $ (0.25) Diluted net income (loss) per share $ 0.03 $ (0.11) $ 0.11 $ (0.25) |
Intangible Assets and Goodwill
Intangible Assets and Goodwill (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of changes in carrying amount of goodwill | The following tables present goodwill information for the nine months ended September 30, 2021: (In thousands) As of December 31, 2020 Adjustment to Goodwill (1) As of September 30, 2021 Total goodwill $ 183,222 $ 95,869 $ 279,091 _________________________________________ (1) In July 2021, the Company acquired AnalogX Inc. (“AnalogX”) and in August 2021, the Company acquired PLDA, which resulted in the Company recognizing additional goodwill. Refer to Note 17, “Acquisitions,” for additional information. As of September 30, 2021 (In thousands) Gross Carrying Amount Accumulated Impairment Losses Net Carrying Amount Total goodwill $ 300,861 $ (21,770) $ 279,091 |
Components of intangible assets | The components of the Company’s intangible assets as of September 30, 2021 and December 31, 2020 were as follows: As of September 30, 2021 (In thousands) Useful Life Gross Carrying Amount (1) Accumulated Amortization (1) Net Carrying Amount Existing technology 3 to 10 years $ 292,058 $ (243,728) $ 48,330 Customer contracts and contractual relationships 0.5 to 10 years 37,793 (34,892) 2,901 Non-compete agreements and trademarks 3 years 300 (300) — In-process research and development Not applicable 11,200 — 11,200 Total intangible assets $ 341,351 $ (278,920) $ 62,431 _________________________________________ (1) In July 2021, the Company acquired AnalogX and in August 2021, the Company acquired PLDA, which resulted in the Company recognizing additional intangible assets. Refer to Note 17, “Acquisitions,” for additional information. As of December 31, 2020 (In thousands) Useful Life Gross Carrying Amount Accumulated Amortization Net Carrying Amount Existing technology 3 to 10 years $ 263,789 $ (230,950) $ 32,839 Customer contracts and contractual relationships 0.5 to 10 years 36,293 (34,245) 2,048 Non-compete agreements and trademarks 3 years 300 (300) — In-process research and development (“IPR&D”) Not applicable 1,600 — 1,600 Total intangible assets $ 301,982 $ (265,495) $ 36,487 |
Estimated future amortization of intangible assets | The estimated future amortization of intangible assets as of September 30, 2021 was as follows (in thousands): Years Ending December 31: Amount 2021 (remaining three months) $ 4,010 2022 14,508 2023 13,491 2024 11,180 2025 5,180 Thereafter 2,862 Total amortizable purchased intangible assets 51,231 IPR&D 11,200 Total intangible assets $ 62,431 |
Segment Information (Tables)
Segment Information (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Concentration risk | |
Revenue from external customer by geographic regions | Revenue from customers in the geographic regions based on the location of contracting parties was as follows: Three Months Ended Nine Months Ended September 30, September 30, (In thousands) 2021 2020 2021 2020 (As Restated) USA $ 55,337 $ 29,068 $ 147,029 $ 95,870 Taiwan 4,170 8,234 22,031 19,050 South Korea 1,350 719 3,947 3,240 Japan 3,095 4,175 11,509 16,749 Europe 661 728 2,294 6,410 Canada 19 534 111 1,077 Singapore 8,214 6,754 28,882 23,186 Asia-Other 8,436 6,703 20,720 18,827 Total $ 81,282 $ 56,915 $ 236,523 $ 184,409 |
Accounts receivable | |
Concentration risk | |
Schedule of customer accounts representing 10% or more than 10% of total | Accounts receivable from the Company’s major customers representing 10% or more of total accounts receivable at September 30, 2021 and December 31, 2020, respectively, was as follows: As of Customer September 30, 2021 December 31, 2020 Customer 1 18 % * Customer 2 14 % * Customer 3 10 % 13 % Customer 4 * 14 % Customer 5 * 11 % _________________________________________ * Customer accounted for less than 10% of total accounts receivable in the period. |
Revenue | |
Concentration risk | |
Schedule of customer accounts representing 10% or more than 10% of total | Revenue from the Company’s major customers representing 10% or more of total revenue for the three and nine months ended September 30, 2021 and 2020, respectively, was as follows: Three Months Ended Nine Months Ended September 30, September 30, Customer 2021 2020 2021 2020 (As Restated) Customer A 23 % 12 % 21 % 13 % Customer B 15 % * 10 % * Customer C 11 % 18 % 11 % 16 % _________________________________________ * Customer accounted for less than 10% of total revenue in the period. |
Marketable Securities (Tables)
Marketable Securities (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Debt Securities, Available-for-sale, Sale [Abstract] | |
Cash equivalents and marketable securities classified as available-for-sale | Total cash, cash equivalents and marketable securities are summarized as follows: As of September 30, 2021 (In thousands) Fair Value Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Weighted Rate of Return Money market funds $ 84,158 $ 84,158 $ — $ — 0.03 % U.S. Government bonds and notes 22,052 22,066 2 (16) 0.27 % Corporate notes, bonds and commercial paper 245,805 245,934 23 (152) 0.20 % Total cash equivalents and marketable securities 352,015 352,158 25 (168) Cash 67,713 67,713 — — Total cash, cash equivalents and marketable securities $ 419,728 $ 419,871 $ 25 $ (168) As of December 31, 2020 (In thousands) Fair Value Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Weighted Rate of Return Money market funds $ 18,162 $ 18,162 $ — $ — 0.01 % U.S. Government bonds and notes 169,633 169,670 3 (40) 0.12 % Corporate notes, bonds and commercial paper 253,391 253,412 61 (82) 0.20 % Total cash equivalents and marketable securities 441,186 441,244 64 (122) Cash 61,463 61,463 — — Total cash, cash equivalents and marketable securities $ 502,649 $ 502,707 $ 64 $ (122) |
Available-for-sale securities reported at fair value | Available-for-sale securities are reported at fair value on the balance sheets and classified along with cash as follows: As of (In thousands) September 30, 2021 December 31, 2020 Cash equivalents $ 84,158 $ 67,504 Short-term marketable securities 267,857 373,682 Total cash equivalents and marketable securities 352,015 441,186 Cash 67,713 61,463 Total cash, cash equivalents and marketable securities $ 419,728 $ 502,649 |
Estimated fair value of cash equivalents and marketable securities classified by the length of time that the securities have been in a continuous unrealized loss position | The estimated fair value and gross unrealized losses of cash equivalents and marketable securities classified by the length of time that the securities have been in a continuous unrealized loss position at September 30, 2021 and December 31, 2020 are as follows: Fair Value Gross Unrealized Losses (In thousands) September 30, 2021 December 31, 2020 September 30, 2021 December 31, 2020 Less than 12 months U.S. Government bonds and notes $ 18,078 $ 70,548 $ (16) $ (40) Corporate notes, bonds and commercial paper 150,870 181,349 (152) (82) Total cash equivalents and marketable securities in a continuous unrealized loss position $ 168,948 $ 251,897 $ (168) $ (122) |
Contractual maturities of cash equivalents (excluding money market funds which have no maturity) and marketable securities | The contractual maturities of cash equivalents (excluding money market funds which have no maturity) and marketable securities are summarized as follows: (In thousands) September 30, 2021 Due less than one year $ 164,232 Due from one year through three years 103,625 Total $ 267,857 |
Fair Value of Financial Instr_2
Fair Value of Financial Instruments (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Fair Value Disclosures [Abstract] | |
Summary of the valuation of cash equivalents and marketable securities by pricing levels | The following table presents the financial instruments that are carried at fair value and summarizes the valuation of its cash equivalents and marketable securities by the below pricing levels as of September 30, 2021 and December 31, 2020: As of September 30, 2021 (In thousands) Total Quoted Market Prices in Active Markets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Money market funds $ 84,158 $ 84,158 $ — $ — U.S. Government bonds and notes 22,052 — 22,052 — Corporate notes, bonds and commercial paper 245,805 — 245,805 — Total available-for-sale securities $ 352,015 $ 84,158 $ 267,857 $ — As of December 31, 2020 (In thousands) Total Quoted Market Prices in Active Markets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Money market funds $ 18,162 $ 18,162 $ — $ — U.S. Government bonds and notes 169,633 — 169,633 — Corporate notes, bonds and commercial paper 253,391 — 253,391 — Total available-for-sale securities $ 441,186 $ 18,162 $ 423,024 $ — |
Financial instruments not carried at fair value but requiring fair value disclosure | The following table presents the financial instruments that are not carried at fair value but require fair value disclosure as of September 30, 2021 and December 31, 2020: As of September 30, 2021 As of December 31, 2020 (In thousands) Face Value Carrying Value Fair Value Face Value Carrying Value Fair Value 1.375% Convertible Senior Notes due 2023 (the “2023 Notes”) $ 172,500 $ 161,733 $ 221,173 $ 172,500 $ 156,031 $ 194,709 |
Leases (Tables)
Leases (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Leases [Abstract] | |
Lessee, operating lease liability, maturities and undiscounted cash flows | The table below reconciles the undiscounted cash flows for the first five years and total of the remaining years to the operating lease liabilities recorded on the unaudited condensed consolidated balance sheet as of September 30, 2021 (in thousands): Years ending December 31, Amount 2021 (remaining three months) $ 2,196 2022 7,510 2023 4,708 2024 4,062 2025 4,180 Thereafter 21,735 Total minimum lease payments 44,391 Less: amount of lease payments representing interest (7,490) Present value of future minimum lease payments 36,901 Less: current obligations under leases (6,501) Long-term lease obligations $ 30,400 |
Convertible Notes (Tables)
Convertible Notes (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Debt Disclosure [Abstract] | |
Schedule of convertible notes | The Company’s convertible notes are shown in the following table: As of (In thousands) September 30, 2021 December 31, 2020 2023 Notes $ 172,500 $ 172,500 Unamortized discount — 2023 Notes (10,094) (15,420) Unamortized debt issuance costs — 2023 Notes (673) (1,049) Total convertible notes 161,733 156,031 Less current portion — — Total long-term convertible notes $ 161,733 $ 156,031 |
Schedule of interest expense on notes | Interest expense related to the notes for the three and nine months ended September 30, 2021 and 2020 was as follows: Three Months Ended Nine Months Ended September 30, September 30, (In thousands) 2021 2020 2021 2020 2023 Notes coupon interest at a rate of 1.375% $ 593 $ 593 $ 1,779 $ 1,779 2023 Notes amortization of discount and debt issuance cost at an additional effective interest rate of 4.9% 1,927 1,823 5,702 5,394 Total interest expense on convertible notes $ 2,520 $ 2,416 $ 7,481 $ 7,173 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of material contractual obligations | As of September 30, 2021, the Company’s material contractual obligations were as follows: (In thousands) Total Remainder of 2021 2022 2023 2024 2025 Contractual obligations (1) (2) Software licenses (3) $ 11,393 $ 3,485 $ 7,587 $ 321 $ — $ — Acquisition retention bonuses (4) 9,870 370 5,167 2,167 2,166 — Convertible notes 172,500 — — 172,500 — — Interest payments related to convertible notes 3,564 — 2,372 1,192 — — Total $ 197,327 $ 3,855 $ 15,126 $ 176,180 $ 2,166 $ — _________________________________________ (1) The above table does not reflect possible payments in connection with unrecognized tax benefits of approximately $21.4 million, including $19.8 million recorded as a reduction of long-term deferred tax assets and $1.6 million in long-term income taxes payable as of September 30, 2021. As noted below in Note 14, “Income Taxes,” although it is possible that some of the unrecognized tax benefits could be settled within the next 12 months, the Company cannot reasonably estimate the outcome at this time. (2) For the Company’s lease commitments as of September 30, 2021, refer to Note 9, “Leases.” (3) The Company has commitments with various software vendors for agreements generally having terms longer than one year. (4) In connection with the acquisition of Northwest Logic in the third quarter of 2019, the Secure Silicon IP and Protocols business in the fourth quarter of 2019, and the acquisitions of AnalogX and PLDA in the third quarter of 2021, the Company is obligated to pay retention bonuses to certain employees subject to certain eligibility and acceleration provisions including the condition of employment. |
Equity Incentive Plans and St_2
Equity Incentive Plans and Stock-Based Compensation (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Schedule of shares available for grant | A summary of shares available for grant under the Company’s plans is as follows: Shares Available for Grant Total shares available for grant as of December 31, 2020 12,412,320 Stock options forfeited 51,477 Nonvested equity stock and stock units granted (1) (2) (3,719,258) Nonvested equity stock and stock units forfeited (1) 1,306,393 Total shares available for grant as of September 30, 2021 10,050,932 _________________________________________ (1) For purposes of determining the number of shares available for grant under the 2015 Equity Incentive Plan (the “2015 Plan”) against the maximum number of shares authorized, each restricted stock granted reduces the number of shares available for grant by 1.5 shares and each restricted stock forfeited increases shares available for grant by 1.5 shares. (2) Amount includes approximately 0.4 million shares that have been reserved for potential future issuance related to certain performance unit awards granted in the first quarter of 2021 and discussed under the section titled “Nonvested Equity Stock and Stock Units” below. |
Schedule of stock option activity | The following table summarizes stock option activity under the Company’s equity incentive plans for the nine months ended September 30, 2021 and information regarding stock options outstanding, exercisable, and vested and expected to vest as of September 30, 2021. Options Outstanding (In thousands, except per share amounts and years) Number of Shares Weighted- Average Exercise Price Per Share Weighted- Average Remaining Contractual Term (years) Aggregate Intrinsic Value Outstanding as of December 31, 2020 964,211 $ 11.08 Options granted — $ — Options exercised (176,774) $ 10.97 Options forfeited (51,477) $ 15.09 Outstanding as of September 30, 2021 735,960 $ 10.83 4.4 $ 8,368 Vested or expected to vest at September 30, 2021 735,700 $ 10.83 4.4 $ 8,366 Options exercisable at September 30, 2021 668,111 $ 10.60 4.1 $ 7,749 |
Weighted-average assumptions for employee stock purchase plan | Employee Stock Purchase Plan Nine Months Ended September 30, 2021 2020 Employee Stock Purchase Plan: Expected stock price volatility 32% 46% Risk free interest rate 0.04% 0.12% Expected term (in years) 0.5 0.5 Weighted-average fair value of purchase rights granted under the purchase plan $4.53 $3.50 |
Schedule of nonvested equity stock and stock units activity | The following table reflects the activity related to nonvested equity stock and stock units for the nine months ended September 30, 2021: Nonvested Equity Stock and Stock Units Shares Weighted- Average Grant-Date Fair Value Nonvested at December 31, 2020 4,851,265 $ 12.82 Granted 2,231,223 $ 21.00 Vested (1,438,169) $ 12.39 Forfeited (686,279) $ 15.06 Nonvested at September 30, 2021 4,958,040 $ 16.32 |
Acquisitions (Tables)
Acquisitions (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
AnalogX, Inc. | |
Business acquisition | |
Schedule of recognized identified assets acquired and liabilities assumed | The total consideration from the acquisition was preliminarily allocated as follows: (In thousands) Total Cash and cash equivalents $ 2,763 Accounts receivable 280 Unbilled receivables 1,566 Prepaid expenses and other current assets 1,354 Identified intangible assets 6,800 IPR&D 3,800 Goodwill 38,326 Property, plant and equipment, net 118 Accounts payable (1,112) Deferred revenue (23) Income taxes payable (6,144) Other current liabilities (215) Total $ 47,513 |
Schedule of finite-lived and indefinite-lived intangible assets acquired as part of business combination | The identified intangible assets assumed in the acquisition of AnalogX were recognized as follows based upon their estimated fair values as of the acquisition date: Total Estimated Weighted-Average Useful Life (in thousands) (in years) Existing technology $ 6,300 5 years Customer contracts and contractual relationships 500 2 years IPR&D 3,800 Not applicable Total $ 10,600 |
PLDA Group | |
Business acquisition | |
Schedule of recognized identified assets acquired and liabilities assumed | The total consideration from the acquisition was preliminarily allocated as follows: (In thousands) Total Cash and cash equivalents $ 5,820 Accounts receivable 2,233 Inventories 125 Prepaid expenses and other current assets 836 Identified intangible assets 21,400 IPR&D 7,400 Goodwill 57,543 Property, plant and equipment, net 679 Operating lease right-of-use asset 864 Other assets 339 Accounts payable (1,046) Accrued salaries and benefits (814) Deferred revenue (514) Income taxes payable (118) Operating lease liability (852) Deferred tax liability (8,180) Other current liabilities (74) Total $ 85,641 |
Schedule of finite-lived and indefinite-lived intangible assets acquired as part of business combination | The identified intangible assets assumed in the acquisition of PLDA were recognized as follows based upon their estimated fair values as of the acquisition date: Total Estimated Weighted-Average Useful Life (in thousands) (in years) Existing technology $ 20,400 3 to 5 years Customer contracts and contractual relationships 1,000 2 years IPR&D 7,400 Not applicable Total $ 28,800 |
AnalogX, Inc and PLDA Group | |
Business acquisition | |
Business acquisition, pro forma information | Additionally, the pro forma financial results do not include any anticipated synergies or other expected benefits from the acquisitions (in thousands, except per share amounts): Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Total revenue $ 82,965 $ 62,119 $ 247,180 $ 195,347 Net income (loss) $ 5,147 $ (15,205) $ 10,388 $ (32,952) |
Restatement of Consolidated F_3
Restatement of Consolidated Financial Statements - Narrative (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 | Dec. 31, 2019 | |
Error correction and prior-period adjustments | ||||||
Revenue | $ 81,282 | $ 56,915 | $ 236,523 | $ 184,409 | ||
Fair value, available-for-sale securities | 352,015 | 352,015 | $ 441,186 | |||
Cash and cash equivalents | 151,871 | 151,871 | 128,967 | |||
Marketable securities | 267,857 | 267,857 | 373,682 | |||
Net cash used in investing activities | 1,089 | (146,074) | (97,600) | |||
Adjustments | ||||||
Error correction and prior-period adjustments | ||||||
Revenue | 3,575 | |||||
Fair value, available-for-sale securities | 7,200 | |||||
Adjustments | Sunnyvale Facility, Second Amended | ||||||
Error correction and prior-period adjustments | ||||||
Asset retirement obligation | $ 1,000 | |||||
As originally reported | ||||||
Error correction and prior-period adjustments | ||||||
Revenue | 180,834 | |||||
Cash and cash equivalents | 136,100 | |||||
Marketable securities | 366,500 | |||||
Net cash used in investing activities | (90,400) | |||||
Royalties | ||||||
Error correction and prior-period adjustments | ||||||
Revenue | $ 33,044 | $ 16,602 | $ 103,813 | 56,828 | ||
Royalties | Adjustments | ||||||
Error correction and prior-period adjustments | ||||||
Revenue | 3,575 | $ 3,600 | $ 3,600 | |||
Royalties | As originally reported | ||||||
Error correction and prior-period adjustments | ||||||
Revenue | $ 53,253 |
Restatement of Consolidated F_4
Restatement of Consolidated Financial Statements - Consolidated Statement of Operations (Details) - USD ($) $ / shares in Units, $ 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 | Dec. 31, 2019 | |
Revenue | ||||||
Revenue | $ 81,282 | $ 56,915 | $ 236,523 | $ 184,409 | ||
Gross profit | 62,856 | 41,651 | 183,867 | 137,112 | ||
Operating expenses | ||||||
Sales, general and administrative | 22,210 | 20,182 | 67,956 | 65,209 | ||
Total operating expenses | 58,161 | 54,151 | 168,556 | 170,162 | ||
Operating income (loss) | 4,695 | (12,500) | 15,311 | (33,050) | ||
Interest income and other income (expense), net | 3,554 | 14,685 | ||||
Interest and other income (expense), net | 54 | 968 | 119 | 6,964 | ||
Income (loss) before income taxes | (11,532) | (26,086) | ||||
Provision for income taxes | 1,073 | 1,205 | 3,201 | 2,330 | ||
Net income (loss) | 3,676 | $ (12,737) | 12,229 | $ (28,416) | ||
Net income (loss) per share: | ||||||
Basic (in dollars per share) | $ (0.11) | $ (0.25) | ||||
Diluted (in dollars per share) | $ (0.11) | $ (0.25) | ||||
As originally reported | ||||||
Revenue | ||||||
Revenue | $ 180,834 | |||||
Gross profit | 133,537 | |||||
Operating expenses | ||||||
Sales, general and administrative | 64,387 | |||||
Total operating expenses | 169,340 | |||||
Operating income (loss) | (35,803) | |||||
Interest income and other income (expense), net | $ 3,464 | 14,435 | ||||
Interest and other income (expense), net | 878 | 6,714 | ||||
Income (loss) before income taxes | (11,622) | (29,089) | ||||
Provision for income taxes | 1,157 | 2,454 | ||||
Net income (loss) | $ (12,779) | $ (31,543) | ||||
Net income (loss) per share: | ||||||
Basic (in dollars per share) | $ (0.11) | $ (0.28) | ||||
Diluted (in dollars per share) | $ (0.11) | $ (0.28) | ||||
Adjustments | ||||||
Revenue | ||||||
Revenue | $ 3,575 | |||||
Gross profit | 3,575 | |||||
Operating expenses | ||||||
Sales, general and administrative | 822 | |||||
Total operating expenses | 822 | |||||
Operating income (loss) | 2,753 | |||||
Interest income and other income (expense), net | $ 90 | 250 | ||||
Interest and other income (expense), net | 90 | 250 | ||||
Income (loss) before income taxes | 90 | 3,003 | ||||
Provision for income taxes | 48 | (124) | ||||
Net income (loss) | $ 42 | $ 3,127 | ||||
Net income (loss) per share: | ||||||
Basic (in dollars per share) | $ 0 | $ 0.03 | ||||
Diluted (in dollars per share) | $ 0 | $ 0.03 | ||||
Royalties | ||||||
Revenue | ||||||
Revenue | $ 33,044 | $ 16,602 | $ 103,813 | $ 56,828 | ||
Royalties | As originally reported | ||||||
Revenue | ||||||
Revenue | 53,253 | |||||
Royalties | Adjustments | ||||||
Revenue | ||||||
Revenue | $ 3,575 | $ 3,600 | $ 3,600 |
Restatement of Consolidated F_5
Restatement of Consolidated Financial Statements - Consolidated Statement of Comprehensive Loss (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Error correction and prior-period adjustments | ||||
Net income (loss) | $ 3,676 | $ (12,737) | $ 12,229 | $ (28,416) |
Total comprehensive income (loss) | $ 3,459 | (12,817) | $ 11,910 | (28,456) |
As originally reported | ||||
Error correction and prior-period adjustments | ||||
Net income (loss) | (12,779) | (31,543) | ||
Total comprehensive income (loss) | (12,859) | (31,583) | ||
Adjustments | ||||
Error correction and prior-period adjustments | ||||
Net income (loss) | 42 | 3,127 | ||
Total comprehensive income (loss) | $ 42 | $ 3,127 |
Restatement of Consolidated F_6
Restatement of Consolidated Financial Statements - Consolidated Statement of Stockholders' Equity (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Jun. 30, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Dec. 31, 2019 |
Error correction and prior-period adjustments | ||||||
Total stockholders’ equity | $ 847,843 | $ 830,588 | $ 912,706 | $ 965,828 | $ 972,730 | $ 975,373 |
As originally reported | ||||||
Error correction and prior-period adjustments | ||||||
Total stockholders’ equity | 958,246 | |||||
Adjustments | ||||||
Error correction and prior-period adjustments | ||||||
Total stockholders’ equity | 7,582 | |||||
Accumulated deficit | ||||||
Error correction and prior-period adjustments | ||||||
Total stockholders’ equity | $ (422,737) | $ (426,413) | $ (357,751) | (314,205) | $ (301,468) | $ (285,789) |
Accumulated deficit | As originally reported | ||||||
Error correction and prior-period adjustments | ||||||
Total stockholders’ equity | (321,787) | |||||
Accumulated deficit | Adjustments | ||||||
Error correction and prior-period adjustments | ||||||
Total stockholders’ equity | $ 7,582 |
Restatement of Consolidated F_7
Restatement of Consolidated Financial Statements - Consolidated Statement of Cash Flows Adjustments (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Cash flows from operating activities: | ||||
Net income (loss) | $ 3,676 | $ (12,737) | $ 12,229 | $ (28,416) |
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | ||||
Depreciation | 21,675 | |||
Deferred income taxes | 1,939 | 569 | ||
Change in operating assets and liabilities, net of impact of acquisitions: | ||||
Unbilled receivables | 122,498 | |||
Prepaid expenses and other assets | 5,910 | 2,114 | ||
Net cash provided by operating activities | $ 137,049 | 143,392 | ||
As originally reported | ||||
Cash flows from operating activities: | ||||
Net income (loss) | (12,779) | (31,543) | ||
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | ||||
Depreciation | 20,853 | |||
Deferred income taxes | 618 | |||
Change in operating assets and liabilities, net of impact of acquisitions: | ||||
Unbilled receivables | 126,324 | |||
Prepaid expenses and other assets | 2,188 | |||
Net cash provided by operating activities | 143,392 | |||
Adjustments | ||||
Cash flows from operating activities: | ||||
Net income (loss) | $ 42 | 3,127 | ||
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | ||||
Depreciation | 822 | |||
Deferred income taxes | (49) | |||
Change in operating assets and liabilities, net of impact of acquisitions: | ||||
Unbilled receivables | (3,826) | |||
Prepaid expenses and other assets | (74) | |||
Net cash provided by operating activities | $ 0 |
Revenue Recognition (Details)
Revenue Recognition (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Revenue from Contract with Customer [Abstract] | ||
Unbilled receivables | $ 289,743 | $ 375,512 |
Deferred revenue | $ 20,668 | $ 10,461 |
Revenue Recognition (Details 2)
Revenue Recognition (Details 2) - USD ($) $ in Millions | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Revenue from Contract with Customer [Abstract] | ||
Contract balances, revenue recognized | $ 9.7 | $ 8.5 |
Revenue Recognition (Details 3)
Revenue Recognition (Details 3) $ in Millions | Sep. 30, 2021USD ($) |
Revenue from Contract with Customer [Abstract] | |
Remaining performance obligations | $ 21.2 |
Remaining performance obligation, expected timing of satisfaction, start date: 2021-10-01 | |
Remaining performance obligation, expected timing of satisfaction | |
Remaining performance obligations, expected timing of satisfaction period | 2 years |
Earnings (Loss) Per Share (Deta
Earnings (Loss) Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Numerator: | ||||
Net income (loss) | $ 3,676 | $ (12,737) | $ 12,229 | $ (28,416) |
Denominator: | ||||
Weighted-average common shares outstanding, basic (in shares) | 108,989 | 113,828 | 111,103 | 113,437 |
Effect of potential dilutive common shares | 4,672 | 0 | 3,851 | 0 |
Weighted-average common shares outstanding, diluted (in shares) | 113,661 | 113,828 | 114,954 | 113,437 |
Earnings per share, basic | $ 0.03 | $ (0.11) | $ 0.11 | $ (0.25) |
Earnings per share, diluted | $ 0.03 | $ (0.11) | $ 0.11 | $ (0.25) |
Earnings (Loss) Per Share (De_2
Earnings (Loss) Per Share (Details 2) - shares shares in Millions | 3 Months Ended | 9 Months Ended |
Sep. 30, 2020 | Sep. 30, 2020 | |
Earnings Per Share [Abstract] | ||
Anti-dilutive shares excluded from calculation of earnings per share | 2 | 2.2 |
Earnings (Loss) Per Share (De_3
Earnings (Loss) Per Share (Details 3) - 1.375% Convertible senior notes due 2023 - Convertible senior notes shares in Millions | 3 Months Ended | 9 Months Ended |
Sep. 30, 2021$ / sharesshares | Sep. 30, 2021$ / sharesshares | |
Dilutive shares included in calculation of earnings per share | ||
Initial conversion price of notes (in dollars per share) | $ / shares | $ 18.93 | $ 18.93 |
Dilutive shares included in calculation of earnings per share | 1.8 | 1 |
Potential cumulative common shares attributable to dilutive effect of conversion of convertible notes payable | 9.1 | 9.1 |
Intangible Assets and Goodwil_2
Intangible Assets and Goodwill (Details) $ in Thousands | 9 Months Ended |
Sep. 30, 2021USD ($) | |
Goodwill | |
Beginning balance | $ 183,222 |
Adjustment to goodwill | 95,869 |
Ending balance | $ 279,091 |
Intangible Assets and Goodwil_3
Intangible Assets and Goodwill (Details 2) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Goodwill | ||
Gross carrying amount | $ 300,861 | |
Accumulated impairment losses | (21,770) | |
Net carrying amount | $ 279,091 | $ 183,222 |
Intangible Assets and Goodwil_4
Intangible Assets and Goodwill (Details 3) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Components of intangible assets | ||
Intangible assets, gross | $ 341,351 | $ 301,982 |
Accumulated amortization | (278,920) | (265,495) |
Finite-lived intangible assets | 51,231 | |
In-process research and development | 11,200 | |
Intangible assets, net | 62,431 | 36,487 |
In-process research and development | ||
Components of intangible assets | ||
In-process research and development | 11,200 | 1,600 |
Existing technology | ||
Components of intangible assets | ||
Gross carrying amount | 292,058 | 263,789 |
Accumulated amortization | (243,728) | (230,950) |
Finite-lived intangible assets | $ 48,330 | $ 32,839 |
Existing technology | Minimum | ||
Components of intangible assets | ||
Useful life (in years) | 3 years | 3 years |
Existing technology | Maximum | ||
Components of intangible assets | ||
Useful life (in years) | 10 years | 10 years |
Customer contracts and contractual relationships | ||
Components of intangible assets | ||
Gross carrying amount | $ 37,793 | $ 36,293 |
Accumulated amortization | (34,892) | (34,245) |
Finite-lived intangible assets | $ 2,901 | $ 2,048 |
Customer contracts and contractual relationships | Minimum | ||
Components of intangible assets | ||
Useful life (in years) | 6 months | 6 months |
Customer contracts and contractual relationships | Maximum | ||
Components of intangible assets | ||
Useful life (in years) | 10 years | 10 years |
Non-compete agreements and trademarks | ||
Components of intangible assets | ||
Gross carrying amount | $ 300 | $ 300 |
Accumulated amortization | (300) | (300) |
Finite-lived intangible assets | $ 0 | $ 0 |
Useful life (in years) | 3 years | 3 years |
Intangible Assets and Goodwil_5
Intangible Assets and Goodwill (Details 4) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||||
Amortization of intangible assets | $ 4,200 | $ 4,600 | $ 13,456 | $ 13,848 |
Intangible Assets and Goodwil_6
Intangible Assets and Goodwill (Details 5) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Estimated future amortization expense of intangible assets | ||
2021 (remaining three months) | $ 4,010 | |
2022 | 14,508 | |
2023 | 13,491 | |
2024 | 11,180 | |
2025 | 5,180 | |
Thereafter | 2,862 | |
Finite-lived intangible assets | 51,231 | |
In-process research and development | 11,200 | |
Intangible assets, net | $ 62,431 | $ 36,487 |
Segment Information (Details)
Segment Information (Details) - Customer concentration risk - Accounts receivable | Sep. 30, 2021 | Dec. 31, 2020 |
Customer 1 | ||
Concentration risk | ||
Accounts receivable from major customer as a percentage of total accounts receivable | 18.00% | |
Customer 2 | ||
Concentration risk | ||
Accounts receivable from major customer as a percentage of total accounts receivable | 14.00% | |
Customer 3 | ||
Concentration risk | ||
Accounts receivable from major customer as a percentage of total accounts receivable | 10.00% | 13.00% |
Customer 4 | ||
Concentration risk | ||
Accounts receivable from major customer as a percentage of total accounts receivable | 14.00% | |
Customer 5 | ||
Concentration risk | ||
Accounts receivable from major customer as a percentage of total accounts receivable | 11.00% |
Segment Information (Details 2)
Segment Information (Details 2) - Customer concentration risk - Revenue | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Customer A | ||||
Concentration risk | ||||
Revenue from major customer as a percentage of total revenue | 23.00% | 12.00% | 21.00% | 13.00% |
Customer B | ||||
Concentration risk | ||||
Revenue from major customer as a percentage of total revenue | 15.00% | 10.00% | ||
Customer C | ||||
Concentration risk | ||||
Revenue from major customer as a percentage of total revenue | 11.00% | 18.00% | 11.00% | 16.00% |
Segment Information (Details 3)
Segment Information (Details 3) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Major customer disclosure | ||||
Revenue | $ 81,282 | $ 56,915 | $ 236,523 | $ 184,409 |
USA | ||||
Major customer disclosure | ||||
Revenue | 55,337 | 29,068 | 147,029 | 95,870 |
Taiwan | ||||
Major customer disclosure | ||||
Revenue | 4,170 | 8,234 | 22,031 | 19,050 |
South Korea | ||||
Major customer disclosure | ||||
Revenue | 1,350 | 719 | 3,947 | 3,240 |
Japan | ||||
Major customer disclosure | ||||
Revenue | 3,095 | 4,175 | 11,509 | 16,749 |
Europe | ||||
Major customer disclosure | ||||
Revenue | 661 | 728 | 2,294 | 6,410 |
Canada | ||||
Major customer disclosure | ||||
Revenue | 19 | 534 | 111 | 1,077 |
Singapore | ||||
Major customer disclosure | ||||
Revenue | 8,214 | 6,754 | 28,882 | 23,186 |
Asia-Other | ||||
Major customer disclosure | ||||
Revenue | $ 8,436 | $ 6,703 | $ 20,720 | $ 18,827 |
Marketable Securities (Details)
Marketable Securities (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2021 | Dec. 31, 2020 | |
Cash equivalents and marketable securities | ||
Maximum maturity period of available-for-sale securities (in years) | 3 years | |
Fair value | $ 352,015 | $ 441,186 |
Amortized cost | 352,158 | 441,244 |
Gross unrealized gains | 25 | 64 |
Gross unrealized losses | (168) | (122) |
Cash, cash equivalents and marketable securities | ||
Cash, fair value | 67,713 | 61,463 |
Cash, amortized cost | 67,713 | 61,463 |
Fair value | 419,728 | 502,649 |
Amortized cost | 419,871 | 502,707 |
Gross unrealized gains | 25 | 64 |
Gross unrealized losses | (168) | (122) |
Money market funds | ||
Cash equivalents and marketable securities | ||
Fair value | 84,158 | 18,162 |
Amortized cost | 84,158 | 18,162 |
Gross unrealized gains | 0 | 0 |
Gross unrealized losses | $ 0 | $ 0 |
Weighted rate of return (as a percentage) | 0.03% | 0.01% |
US Government bonds and notes | ||
Cash equivalents and marketable securities | ||
Fair value | $ 22,052 | $ 169,633 |
Amortized cost | 22,066 | 169,670 |
Gross unrealized gains | 2 | 3 |
Gross unrealized losses | $ (16) | $ (40) |
Weighted rate of return (as a percentage) | 0.27% | 0.12% |
Corporate notes, bonds and commercial paper | ||
Cash equivalents and marketable securities | ||
Fair value | $ 245,805 | $ 253,391 |
Amortized cost | 245,934 | 253,412 |
Gross unrealized gains | 23 | 61 |
Gross unrealized losses | $ (152) | $ (82) |
Weighted rate of return (as a percentage) | 0.20% | 0.20% |
Marketable Securities (Details
Marketable Securities (Details 2) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Debt securities, available-for-sale | ||
Fair value | $ 352,015 | $ 441,186 |
Fair value, cash | 67,713 | 61,463 |
Fair value, cash, cash equivalents and marketable securities | 419,728 | 502,649 |
Cash equivalents | ||
Debt securities, available-for-sale | ||
Fair value | 84,158 | 67,504 |
Short-term marketable securities | ||
Debt securities, available-for-sale | ||
Fair value | $ 267,857 | $ 373,682 |
Marketable Securities (Detail_2
Marketable Securities (Details 3) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Debt securities, available-for-sale | ||
Less than 12 months, fair value | $ 168,948 | $ 251,897 |
Less than 12 months, gross unrealized loss | (168) | (122) |
US Government bonds and notes | ||
Debt securities, available-for-sale | ||
Less than 12 months, fair value | 18,078 | 70,548 |
Less than 12 months, gross unrealized loss | (16) | (40) |
Corporate notes, bonds and commercial paper | ||
Debt securities, available-for-sale | ||
Less than 12 months, fair value | 150,870 | 181,349 |
Less than 12 months, gross unrealized loss | $ (152) | $ (82) |
Marketable Securities (Detail_3
Marketable Securities (Details 4) $ in Thousands | Sep. 30, 2021USD ($) |
Contractual maturities | |
Contractual maturities, fair value, due less than one year | $ 164,232 |
Contractual maturities, fair value, due from one year through three years | 103,625 |
Contractual maturities, fair value | $ 267,857 |
Fair Value of Financial Instr_3
Fair Value of Financial Instruments (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Financial assets subject to fair value measurements and the necessary disclosures | ||
Fair value, available-for-sale securities | $ 352,015 | $ 441,186 |
Money market funds | ||
Financial assets subject to fair value measurements and the necessary disclosures | ||
Fair value, available-for-sale securities | 84,158 | 18,162 |
US Government bonds and notes | ||
Financial assets subject to fair value measurements and the necessary disclosures | ||
Fair value, available-for-sale securities | 22,052 | 169,633 |
Corporate notes, bonds and commercial paper | ||
Financial assets subject to fair value measurements and the necessary disclosures | ||
Fair value, available-for-sale securities | 245,805 | 253,391 |
Recurring basis | ||
Financial assets subject to fair value measurements and the necessary disclosures | ||
Fair value, available-for-sale securities | 352,015 | 441,186 |
Recurring basis | Money market funds | ||
Financial assets subject to fair value measurements and the necessary disclosures | ||
Fair value, available-for-sale securities | 84,158 | 18,162 |
Recurring basis | US Government bonds and notes | ||
Financial assets subject to fair value measurements and the necessary disclosures | ||
Fair value, available-for-sale securities | 22,052 | 169,633 |
Recurring basis | Corporate notes, bonds and commercial paper | ||
Financial assets subject to fair value measurements and the necessary disclosures | ||
Fair value, available-for-sale securities | 245,805 | 253,391 |
Recurring basis | Quoted market prices in active markets (Level 1) | ||
Financial assets subject to fair value measurements and the necessary disclosures | ||
Fair value, available-for-sale securities | 84,158 | 18,162 |
Recurring basis | Quoted market prices in active markets (Level 1) | Money market funds | ||
Financial assets subject to fair value measurements and the necessary disclosures | ||
Fair value, available-for-sale securities | 84,158 | 18,162 |
Recurring basis | Quoted market prices in active markets (Level 1) | US Government bonds and notes | ||
Financial assets subject to fair value measurements and the necessary disclosures | ||
Fair value, available-for-sale securities | 0 | 0 |
Recurring basis | Quoted market prices in active markets (Level 1) | Corporate notes, bonds and commercial paper | ||
Financial assets subject to fair value measurements and the necessary disclosures | ||
Fair value, available-for-sale securities | 0 | 0 |
Recurring basis | Significant other observable inputs (Level 2) | ||
Financial assets subject to fair value measurements and the necessary disclosures | ||
Fair value, available-for-sale securities | 267,857 | 423,024 |
Recurring basis | Significant other observable inputs (Level 2) | Money market funds | ||
Financial assets subject to fair value measurements and the necessary disclosures | ||
Fair value, available-for-sale securities | 0 | 0 |
Recurring basis | Significant other observable inputs (Level 2) | US Government bonds and notes | ||
Financial assets subject to fair value measurements and the necessary disclosures | ||
Fair value, available-for-sale securities | 22,052 | 169,633 |
Recurring basis | Significant other observable inputs (Level 2) | Corporate notes, bonds and commercial paper | ||
Financial assets subject to fair value measurements and the necessary disclosures | ||
Fair value, available-for-sale securities | 245,805 | 253,391 |
Recurring basis | Significant unobservable inputs (Level 3) | ||
Financial assets subject to fair value measurements and the necessary disclosures | ||
Fair value, available-for-sale securities | 0 | 0 |
Recurring basis | Significant unobservable inputs (Level 3) | Money market funds | ||
Financial assets subject to fair value measurements and the necessary disclosures | ||
Fair value, available-for-sale securities | 0 | 0 |
Recurring basis | Significant unobservable inputs (Level 3) | US Government bonds and notes | ||
Financial assets subject to fair value measurements and the necessary disclosures | ||
Fair value, available-for-sale securities | 0 | 0 |
Recurring basis | Significant unobservable inputs (Level 3) | Corporate notes, bonds and commercial paper | ||
Financial assets subject to fair value measurements and the necessary disclosures | ||
Fair value, available-for-sale securities | $ 0 | $ 0 |
Fair Value of Financial Instr_4
Fair Value of Financial Instruments (Details 2) - 1.375% Convertible senior notes due 2023 - Convertible senior notes - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Debt instrument | ||
Face value | $ 172,500 | $ 172,500 |
Carrying value | 161,733 | 156,031 |
Fair value | $ 221,173 | $ 194,709 |
Fair Value of Financial Instr_5
Fair Value of Financial Instruments (Details Textual) $ in Millions | Sep. 30, 2021USD ($) |
Equity security without readily determinable fair value | |
Equity method investment, ownership percentage | 25.00% |
Other assets | |
Equity security without readily determinable fair value | |
Equity method investment | $ 2.1 |
Leases, Operating Lease Maturit
Leases, Operating Lease Maturities (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Leases [Abstract] | ||
2021 (remaining three months) | $ 2,196 | |
2022 | 7,510 | |
2023 | 4,708 | |
2024 | 4,062 | |
2025 | 4,180 | |
Thereafter | 21,735 | |
Total minimum lease payments | 44,391 | |
Less: amount of lease payments representing interest | (7,490) | |
Present value of future minimum lease payments | 36,901 | |
Operating lease liabilities | 6,501 | $ 4,724 |
Long-term operating lease liabilities | $ 30,400 | $ 34,305 |
Leases, Additional Details (Det
Leases, Additional Details (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Lessee, lease, description | ||||
Operating lease, weighted-average remaining lease term | 8 years | 8 years | ||
Operating lease, weighted-average discount rate (as a percentage) | 4.50% | 4.50% | ||
Operating lease costs | $ 1.9 | $ 1.8 | $ 5.6 | $ 7.7 |
Operating lease payments | $ 6.4 | $ 5.6 | ||
Minimum | ||||
Lessee, lease, description | ||||
Lessee, operating lease, remaining lease term | 1 year | 1 year | ||
Maximum | ||||
Lessee, lease, description | ||||
Lessee, operating lease, remaining lease term | 10 years | 10 years |
Convertible Notes (Details)
Convertible Notes (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Debt instrument | ||
Total long-term convertible notes | $ 161,733 | $ 156,031 |
1.375% Convertible senior notes due 2023 | Convertible senior notes | ||
Debt instrument | ||
Face value | 172,500 | 172,500 |
Unamortized discount | (10,094) | (15,420) |
Unamortized debt issuance costs | (673) | (1,049) |
Total convertible notes | 161,733 | 156,031 |
Less current portion | 0 | 0 |
Total long-term convertible notes | $ 161,733 | $ 156,031 |
Convertible Notes (Details 2)
Convertible Notes (Details 2) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Interest expense related to notes | ||||
Amortization of discount and debt issuance costs | $ 5,702 | $ 5,394 | ||
Interest expense | $ 2,672 | $ 2,586 | 7,969 | 7,721 |
Convertible senior notes | 1.375% Convertible senior notes due 2023 | ||||
Interest expense related to notes | ||||
Coupon interest expense | 593 | 593 | 1,779 | 1,779 |
Amortization of discount and debt issuance costs | 1,927 | 1,823 | 5,702 | 5,394 |
Interest expense | $ 2,520 | $ 2,416 | $ 7,481 | $ 7,173 |
Convertible notes, stated interest rate (as a percentage) | 1.375% | 1.375% | 1.375% | 1.375% |
Effective interest rate of the liability component (as a percentage) | 4.90% | 4.90% | 4.90% | 4.90% |
Commitments and Contingencies_2
Commitments and Contingencies (Details) $ in Thousands | 9 Months Ended | |
Sep. 30, 2021USD ($) | ||
Contractual obligations | ||
Remainder of 2021 | $ 3,855 | [1],[2] |
2022 | 15,126 | [1],[2] |
2023 | 176,180 | [1],[2] |
2024 | 2,166 | [1],[2] |
2025 | 0 | [1],[2] |
Total contractual obligation | 197,327 | [1],[2] |
Unrecognized tax benefit excluding foreign tax withholdings | 21,400 | |
Software licenses | ||
Contractual obligations | ||
Remainder of 2021 | 3,485 | [1],[2],[3] |
2022 | 7,587 | [1],[2],[3] |
2023 | 321 | [1],[2],[3] |
2024 | 0 | [1],[2],[3] |
2025 | 0 | [1],[2],[3] |
Total contractual obligation | $ 11,393 | [1],[2],[3] |
Terms of noncancellable license agreements, minimum (in years) | 1 year | |
Acquisition retention bonuses | ||
Contractual obligations | ||
Remainder of 2021 | $ 370 | [1],[2],[4] |
2022 | 5,167 | [1],[2],[4] |
2023 | 2,167 | [1],[2],[4] |
2024 | 2,166 | [1],[2],[4] |
2025 | 0 | [1],[2],[4] |
Total contractual obligation | 9,870 | [1],[2],[4] |
Convertible senior notes | ||
Contractual obligations | ||
Remainder of 2021 | 0 | [1],[2] |
2022 | 0 | [1],[2] |
2023 | 172,500 | [1],[2] |
2024 | 0 | [1],[2] |
2025 | 0 | [1],[2] |
Total contractual obligation | 172,500 | [1],[2] |
Interest payments related to convertible notes | ||
Contractual obligations | ||
Remainder of 2021 | 0 | [1],[2] |
2022 | 2,372 | [1],[2] |
2023 | 1,192 | [1],[2] |
2024 | 0 | [1],[2] |
2025 | 0 | [1],[2] |
Total contractual obligation | $ 3,564 | [1],[2] |
[1] | For the Company’s lease commitments as of September 30, 2021, refer to Note 9, “Leases.” | |
[2] | The above table does not reflect possible payments in connection with unrecognized tax benefits of approximately $21.4 million, including $19.8 million recorded as a reduction of long-term deferred tax assets and $1.6 million in long-term income taxes payable as of September 30, 2021. As noted below in Note 14, “Income Taxes,” although it is possible that some of the unrecognized tax benefits could be settled within the next 12 months, the Company cannot reasonably estimate the outcome at this time. | |
[3] | The Company has commitments with various software vendors for agreements generally having terms longer than one year. | |
[4] | In connection with the acquisition of Northwest Logic in the third quarter of 2019, the Secure Silicon IP and Protocols business in the fourth quarter of 2019, and the acquisitions of AnalogX and PLDA in the third quarter of 2021, the Company is obligated to pay retention bonuses to certain employees subject to certain eligibility and acceleration provisions including the condition of employment. |
Equity Incentive Plans and St_3
Equity Incentive Plans and Stock-Based Compensation (Details) - shares | 9 Months Ended | |
Sep. 30, 2021 | ||
Stock compensation plan | ||
Shares available for grant | ||
Shares available, at the beginning of the year | 12,412,320 | |
Stock options forfeited (in shares) | 51,477 | |
Nonvested equity stock and stock units granted (in shares) | [1],[2] | (3,719,258) |
Nonvested equity stock and stock units forfeited (in shares) | [2] | 1,306,393 |
Shares available, at the end of the period | 10,050,932 | |
Conversion factor used to calculate the decrease in the number of shares available for grant resulting from the grant of restricted stock awards | 1.5 | |
Conversion factor used to calculate the increase in the number of shares available for grant resulting from the forfeiture of restricted stock awards | 1.5 | |
Potential additional performance stock units | ||
Shares available for grant | ||
Nonvested equity stock and stock units granted (in shares) | [1] | 400,000 |
[1] | Amount includes approximately 0.4 million shares that have been reserved for potential future issuance related to certain performance unit awards granted in the first quarter of 2021 and discussed under the section titled “Nonvested Equity Stock and Stock Units” below | |
[2] | For purposes of determining the number of shares available for grant under the 2015 Equity Incentive Plan (the “2015 Plan”) against the maximum number of shares authorized, each restricted stock granted reduces the number of shares available for grant by 1.5 shares and each restricted stock forfeited increases shares available for grant by 1.5 shares. |
Equity Incentive Plans and St_4
Equity Incentive Plans and Stock-Based Compensation (Details 2) - Options $ / shares in Units, $ in Thousands | 9 Months Ended |
Sep. 30, 2021USD ($)$ / sharesshares | |
Number of shares | |
Outstanding, at the beginning of the period | shares | 964,211 |
Options granted | shares | 0 |
Options exercised | shares | (176,774) |
Options forfeited | shares | (51,477) |
Outstanding, at the end of the period | shares | 735,960 |
Vested or expected to vest at the end of the period | shares | 735,700 |
Options exercisable at the end of the period | shares | 668,111 |
Weighted-average exercise price | |
Outstanding at the beginning of the period | $ / shares | $ 11.08 |
Options granted | $ / shares | 0 |
Options exercised | $ / shares | 10.97 |
Options forfeited | $ / shares | 15.09 |
Outstanding at the end of the period | $ / shares | 10.83 |
Vested or expected to vest at the end of the period | $ / shares | 10.83 |
Options exercisable at the end of the period | $ / shares | $ 10.60 |
Weighted-average remaining contractual term (in years) | |
Outstanding | 4 years 4 months 24 days |
Vested or expected to vest | 4 years 4 months 24 days |
Options exercisable | 4 years 1 month 6 days |
Aggregate intrinsic value | |
Outstanding | $ | $ 8,368 |
Vested or expected to vest | $ | 8,366 |
Options exercisable | $ | $ 7,749 |
Equity Incentive Plans and St_5
Equity Incentive Plans and Stock-Based Compensation (Details 3) - Employee stock purchase plan - $ / shares | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Stock-Based Compensation | ||
Expected stock price volatility rate | 32.00% | 46.00% |
Risk free interest rate | 0.04% | 0.12% |
Expected term | 6 months | 6 months |
Weighted-average fair value of purchase rights granted under the purchase plan | $ 4.53 | $ 3.50 |
Equity Incentive Plans and St_6
Equity Incentive Plans and Stock-Based Compensation (Details 4) - Nonvested equity stock units and stock units - $ / shares | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Nonvested equity stock and stock units | ||||
Nonvested at the beginning of the period (in shares) | 4,851,265 | |||
Granted (in shares) | 200,000 | 100,000 | 2,231,223 | 1,900,000 |
Vested (in shares) | (1,438,169) | |||
Forfeited (in shares) | (686,279) | |||
Nonvested at the end of the period (in shares) | 4,958,040 | 4,958,040 | ||
Weighted-average grant-date fair value | ||||
Nonvested at the beginning of the period (in dollars per share) | $ 12.82 | |||
Granted (in dollars per share) | 21 | |||
Vested (in dollars per share) | 12.39 | |||
Forfeited (in dollars per share) | 15.06 | |||
Nonvested at the end of the period (in dollars per share) | $ 16.32 | $ 16.32 |
Equity Incentive Plans and St_7
Equity Incentive Plans and Stock-Based Compensation (Details Textual) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Employee stock purchase plan | ||||
Stock-based compensation | ||||
Employee stock purchase plan, shares issued during period | 263,933 | 277,838 | ||
Employee stock purchase plan, weighted-average price per share | $ 11.58 | $ 10.51 | ||
Shares available for issuance | 2,900,000 | 2,900,000 | ||
Discount from market price specific date | 15.00% | |||
Stock-based compensation expense | $ 0.3 | $ 0.3 | $ 1.1 | $ 1.1 |
Unrecognized compensation cost | 0.1 | $ 0.1 | ||
Unrecognized compensation cost, weighted-average period | 1 month | |||
Options | ||||
Stock-based compensation | ||||
Stock-based compensation expense | 0.1 | 0.2 | $ 0.2 | 0.4 |
Unrecognized compensation cost | 0.6 | $ 0.6 | ||
Unrecognized compensation cost, weighted-average period | 1 year 4 months 24 days | |||
Nonvested equity stock units and stock units | ||||
Stock-based compensation | ||||
Stock-based compensation expense | 7.1 | $ 6.3 | $ 20 | $ 18.1 |
Unrecognized compensation cost | $ 48.8 | $ 48.8 | ||
Unrecognized compensation cost, weighted-average period | 2 years 2 months 12 days | |||
Awards, nonvested grants in period, shares | 200,000 | 100,000 | 2,231,223 | 1,900,000 |
Awards, nonvested requisite service period | 4 years | |||
Awards, nonvested grants in period, fair value | $ 5.5 | $ 0.9 | $ 46.9 | $ 30.2 |
Nonvested equity stock units and stock units | Director | ||||
Stock-based compensation | ||||
Awards, nonvested requisite service period | 1 year | |||
Nonvested equity stock units and stock units | Minimum | ||||
Stock-based compensation | ||||
Awards, vesting rights (as a percentage) | 0.00% | |||
Nonvested equity stock units and stock units | Maximum | ||||
Stock-based compensation | ||||
Awards, vesting rights (as a percentage) | 200.00% |
Stockholders' Equity (Details)
Stockholders' Equity (Details) - 2020 Share repurchase program - shares | Sep. 30, 2021 | Oct. 29, 2020 |
Class of stock | ||
Total number of shares authorized to be repurchased under the program | 20,000,000 | |
Remaining number of shares authorized to be repurchased | 13,400,000 |
Stockholders' Equity (Details 2
Stockholders' Equity (Details 2) - USD ($) $ in Thousands, shares in Millions | Oct. 31, 2021 | Sep. 30, 2021 | Jun. 30, 2021 | Dec. 31, 2020 | Sep. 30, 2021 |
Accelerated share repurchases | |||||
Repurchase and retirement of common stock under repurchase program | $ 13 | $ 100,081 | |||
2020 Accelerated share repurchase program | |||||
Accelerated share repurchases | |||||
Accelerated share repurchase program, upfront payment | $ 50,000 | ||||
Repurchase and retirement of common stock under repurchase program, shares | (0.1) | (2.6) | |||
Repurchase and retirement of common stock under repurchase program | $ (40,000) | ||||
Remaining initial payment, unsettled forward contract indexed to Company's stock | $ 10,000 | ||||
2021 Accelerated share repurchase program | |||||
Accelerated share repurchases | |||||
Accelerated share repurchase program, upfront payment | $ 100,000 | ||||
Repurchase and retirement of common stock under repurchase program, shares | (3.9) | ||||
Repurchase and retirement of common stock under repurchase program | $ (80,000) | ||||
Remaining initial payment, unsettled forward contract indexed to Company's stock | $ 20,000 | ||||
2021 Accelerated share repurchase program | Subsequent event | |||||
Accelerated share repurchases | |||||
Repurchase and retirement of common stock under repurchase program, shares | (0.4) |
Income Taxes (Details)
Income Taxes (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] | ||||
Provision for (benefit from) income taxes | $ 1,073 | $ 1,205 | $ 3,201 | $ 2,330 |
Income taxes paid | $ 5,000 | $ 5,200 | $ 15,400 | $ 14,800 |
Income Taxes (Details 2)
Income Taxes (Details 2) $ in Millions | 12 Months Ended |
Dec. 31, 2020USD ($) | |
Research and development tax credit carryforward | State and local tax authority | California Franchise Tax Board | |
Valuation allowance | |
Valuation allowance, deferred tax asset, increase (decrease) | $ (0.7) |
Income Taxes (Details 3)
Income Taxes (Details 3) - USD ($) $ in Millions | Sep. 30, 2021 | Dec. 31, 2020 |
Valuation allowance | ||
Unrecognized tax benefits | $ 143.4 | $ 134 |
Portion of unrecognized tax benefits, which if recognized, would be recorded as an income tax benefit | 1.6 | |
Long-term deferred tax assets | ||
Valuation allowance | ||
Unrecognized tax benefits | 19.8 | 23.6 |
Other assets | Foreign tax authority | National Tax Services | ||
Valuation allowance | ||
Unrecognized tax benefits | 122 | 109 |
Long-term income taxes payable | ||
Valuation allowance | ||
Unrecognized tax benefits | $ 1.6 | $ 1.9 |
Restructuring Charges (Details)
Restructuring Charges (Details) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2021USD ($) | Sep. 30, 2020USD ($) | Sep. 30, 2021USD ($) | Sep. 30, 2020USD ($) | Dec. 31, 2020USD ($) | Dec. 31, 2019 | |
Restructuring and related cost, positions eliminated | ||||||
Restructuring charges | $ 0 | $ 0 | $ 368 | $ 836 | ||
2020 Restructuring plan | ||||||
Restructuring and related cost, positions eliminated | ||||||
Restructuring, number of positions eliminated | 70 | |||||
Restructuring charges | $ 400 | |||||
2019 Restructuring plan | ||||||
Restructuring and related cost, positions eliminated | ||||||
Restructuring, number of positions eliminated | 80 | |||||
Restructuring charges | $ 800 |
Acquisitions (Consideration Tra
Acquisitions (Consideration Transferred) (Details) - USD ($) shares in Thousands, $ in Thousands | Aug. 18, 2021 | Jul. 02, 2021 |
AnalogX, Inc. | ||
Business acquisition | ||
Total consideration | $ 47,500 | |
Total consideration transferred | 40,400 | |
Deferred payments, total | 7,400 | |
Deferred payments, fair value | 7,100 | |
Escrow deposit | $ 5,900 | |
Escrow release term | 12 months | |
PLDA Group | ||
Business acquisition | ||
Total consideration | $ 85,600 | |
Total consideration transferred | $ 67,100 | |
Shares issued related to business acquisition (in shares) | 300 | |
Shares issued related to business acquisition, fair value | $ 6,900 | |
Additional consideration subject to certain revenue targets, fair value | 11,600 | |
Escrow deposit | $ 10,000 | |
Escrow release term | 24 months | |
PLDA Group | Maximum | ||
Business acquisition | ||
Additional consideration subject to certain revenue targets | $ 21,000 |
Acquisitions (Purchase Price Al
Acquisitions (Purchase Price Allocation) (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Aug. 18, 2021 | Jul. 02, 2021 | Dec. 31, 2020 |
Business acquisition | ||||
Goodwill | $ 279,091 | $ 183,222 | ||
AnalogX, Inc. | ||||
Business acquisition | ||||
Cash and cash equivalents | $ 2,763 | |||
Accounts receivable | 280 | |||
Unbilled receivables | 1,566 | |||
Prepaid expenses and other current assets | 1,354 | |||
Identified intangible assets | 6,800 | |||
IPR&D | 3,800 | |||
Goodwill | 38,326 | |||
Property, plant and equipment, net | 118 | |||
Accounts payable | (1,112) | |||
Deferred revenue | (23) | |||
Income taxes payable | (6,144) | |||
Other current liabilities | (215) | |||
Recognized identifiable assets acquired and liabilities assumed, net | $ 47,513 | |||
PLDA Group | ||||
Business acquisition | ||||
Cash and cash equivalents | $ 5,820 | |||
Accounts receivable | 2,233 | |||
Inventories | 125 | |||
Prepaid expenses and other current assets | 836 | |||
Identified intangible assets | 21,400 | |||
IPR&D | 7,400 | |||
Goodwill | 57,543 | |||
Property, plant and equipment, net | 679 | |||
Operating lease right-of-use asset | 864 | |||
Other assets | 339 | |||
Accounts payable | (1,046) | |||
Accrued salaries and benefits | (814) | |||
Deferred revenue | (514) | |||
Income taxes payable | (118) | |||
Operating lease liability | (852) | |||
Deferred tax liability | (8,180) | |||
Other current liabilities | (74) | |||
Recognized identifiable assets acquired and liabilities assumed, net | $ 85,641 |
Acquisitions (Intangible Assets
Acquisitions (Intangible Assets Acquired) (Details) - USD ($) $ in Thousands | Aug. 18, 2021 | Jul. 02, 2021 | Sep. 30, 2021 | Dec. 31, 2020 |
Existing technology | Minimum | ||||
Identified intangible assets assumed in the acquisitions | ||||
Useful life (in years) | 3 years | 3 years | ||
Existing technology | Maximum | ||||
Identified intangible assets assumed in the acquisitions | ||||
Useful life (in years) | 10 years | 10 years | ||
Customer contracts and contractual relationships | Minimum | ||||
Identified intangible assets assumed in the acquisitions | ||||
Useful life (in years) | 6 months | 6 months | ||
Customer contracts and contractual relationships | Maximum | ||||
Identified intangible assets assumed in the acquisitions | ||||
Useful life (in years) | 10 years | 10 years | ||
AnalogX, Inc. | ||||
Identified intangible assets assumed in the acquisitions | ||||
Identified intangible assets assumed | $ 10,600 | |||
Indefinite-lived intangible assets acquired | 3,800 | |||
AnalogX, Inc. | Existing technology | ||||
Identified intangible assets assumed in the acquisitions | ||||
Identified intangible assets assumed | $ 6,300 | |||
Identified intangible assets assumed, weighted-average useful life | 5 years | |||
AnalogX, Inc. | Customer contracts and contractual relationships | ||||
Identified intangible assets assumed in the acquisitions | ||||
Identified intangible assets assumed | $ 500 | |||
Identified intangible assets assumed, weighted-average useful life | 2 years | |||
AnalogX, Inc. | In-process research and development | Minimum | ||||
Identified intangible assets assumed in the acquisitions | ||||
Useful life (in years) | 3 years | |||
AnalogX, Inc. | In-process research and development | Maximum | ||||
Identified intangible assets assumed in the acquisitions | ||||
Useful life (in years) | 5 years | |||
PLDA Group | ||||
Identified intangible assets assumed in the acquisitions | ||||
Identified intangible assets assumed | $ 28,800 | |||
Indefinite-lived intangible assets acquired | 7,400 | |||
PLDA Group | Existing technology | ||||
Identified intangible assets assumed in the acquisitions | ||||
Identified intangible assets assumed | $ 20,400 | |||
PLDA Group | Existing technology | Minimum | ||||
Identified intangible assets assumed in the acquisitions | ||||
Identified intangible assets assumed, weighted-average useful life | 3 years | |||
PLDA Group | Existing technology | Maximum | ||||
Identified intangible assets assumed in the acquisitions | ||||
Identified intangible assets assumed, weighted-average useful life | 5 years | |||
PLDA Group | Customer contracts and contractual relationships | ||||
Identified intangible assets assumed in the acquisitions | ||||
Identified intangible assets assumed | $ 1,000 | |||
Identified intangible assets assumed, weighted-average useful life | 2 years | |||
PLDA Group | In-process research and development | Minimum | ||||
Identified intangible assets assumed in the acquisitions | ||||
Useful life (in years) | 3 years | |||
PLDA Group | In-process research and development | Maximum | ||||
Identified intangible assets assumed in the acquisitions | ||||
Useful life (in years) | 5 years |
Acquisitions (Pro Forma Informa
Acquisitions (Pro Forma Information) (Details) - AnalogX, Inc and PLDA Group - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Pro forma financial information, nonrecurring adjustment | ||||
Pro forma financial information, revenue | $ 82,965 | $ 62,119 | $ 247,180 | $ 195,347 |
Pro forma financial information, net income (loss) | 5,147 | $ (15,205) | 10,388 | $ (32,952) |
Acquisition-related costs | ||||
Pro forma financial information, nonrecurring adjustment | ||||
Pro forma financial information, acquisition-related costs | $ 2,200 | $ 2,200 |
Acquisitions (Additional Inform
Acquisitions (Additional Information) (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Aug. 18, 2021 | Jul. 02, 2021 | |
Business acquisition | ||||
Contractual obligation | [1],[2] | $ 197,327 | ||
Acquisition retention bonuses | ||||
Business acquisition | ||||
Contractual obligation | [1],[2],[3] | $ 9,870 | ||
AnalogX, Inc. | ||||
Business acquisition | ||||
Acquisition-related costs | $ 800 | |||
Goodwill expected to be tax deductible | 26,900 | |||
AnalogX, Inc. | Acquisition retention bonuses | ||||
Business acquisition | ||||
Contractual obligation | $ 3,500 | |||
PLDA Group | ||||
Business acquisition | ||||
Acquisition-related costs | $ 1,400 | |||
PLDA Group | Acquisition retention bonuses | ||||
Business acquisition | ||||
Contractual obligation | $ 3,000 | |||
[1] | For the Company’s lease commitments as of September 30, 2021, refer to Note 9, “Leases.” | |||
[2] | The above table does not reflect possible payments in connection with unrecognized tax benefits of approximately $21.4 million, including $19.8 million recorded as a reduction of long-term deferred tax assets and $1.6 million in long-term income taxes payable as of September 30, 2021. As noted below in Note 14, “Income Taxes,” although it is possible that some of the unrecognized tax benefits could be settled within the next 12 months, the Company cannot reasonably estimate the outcome at this time. | |||
[3] | In connection with the acquisition of Northwest Logic in the third quarter of 2019, the Secure Silicon IP and Protocols business in the fourth quarter of 2019, and the acquisitions of AnalogX and PLDA in the third quarter of 2021, the Company is obligated to pay retention bonuses to certain employees subject to certain eligibility and acceleration provisions including the condition of employment. |