Cover Page
Cover Page | 9 Months Ended |
Sep. 30, 2022 shares | |
Cover [Abstract] | |
Document Type | 10-Q |
Document Quarterly Report | true |
Document Period End Date | Sep. 30, 2022 |
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, $.001 Par Value |
Trading Symbol | RMBS |
Security Exchange Name | NASDAQ |
Entity Current Reporting Status | Yes |
Entity Interactive Data Current | Yes |
Entity Filer Category | Large Accelerated Filer |
Entity Small Business | false |
Entity Emerging Growth Company | false |
Entity Shell Company | false |
Entity Common Stock, Shares Outstanding | 107,482,010 |
Entity Central Index Key | 0000917273 |
Current Fiscal Year End Date | --12-31 |
Document Fiscal Year Focus | 2022 |
Document Fiscal Period Focus | Q3 |
Amendment Flag | false |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash and cash equivalents | $ 141,559 | $ 107,891 |
Marketable securities | 123,289 | 377,718 |
Accounts receivable | 38,547 | 44,065 |
Unbilled receivables | 142,037 | 135,608 |
Inventories | 14,161 | 8,482 |
Prepaids and other current assets | 14,584 | 10,600 |
Total current assets | 474,177 | 684,364 |
Intangible assets, net | 54,856 | 58,420 |
Goodwill | 292,038 | 278,810 |
Property, plant and equipment, net | 78,563 | 56,035 |
Operating lease right-of-use assets | 25,232 | 23,712 |
Deferred tax assets | 2,803 | 4,047 |
Unbilled receivables | 37,914 | 123,018 |
Other assets | 3,473 | 4,240 |
Total assets | 969,056 | 1,232,646 |
Current liabilities: | ||
Accounts payable | 20,405 | 11,279 |
Accrued salaries and benefits | 16,654 | 20,945 |
Convertible notes | 10,368 | 163,687 |
Deferred revenue | 23,460 | 24,755 |
Income taxes payable | 20,024 | 20,607 |
Operating lease liabilities | 5,435 | 5,992 |
Other current liabilities | 20,085 | 20,002 |
Total current liabilities | 116,431 | 267,267 |
Long-term operating lease liabilities | 30,093 | 29,099 |
Long-term income taxes payable | 7,818 | 21,424 |
Deferred tax liabilities | 25,746 | 23,985 |
Other long-term liabilities | 39,084 | 28,475 |
Total liabilities | 219,172 | 370,250 |
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, 2022 and December 31, 2021 | 0 | 0 |
Common stock, $.001 par value: Authorized: 500,000,000 shares; Issued and outstanding: 107,482,010 shares at September 30, 2022 and 109,292,235 shares at December 31, 2021 | 107 | 109 |
Additional paid-in capital | 1,265,943 | 1,298,966 |
Accumulated deficit | (509,398) | (435,227) |
Accumulated other comprehensive loss | (6,768) | (1,452) |
Total stockholders’ equity | 749,884 | 862,396 |
Total liabilities and stockholders’ equity | $ 969,056 | $ 1,232,646 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Sep. 30, 2022 | Dec. 31, 2021 |
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 | 107,482,010 | 109,292,235 |
Common stock, outstanding shares | 107,482,010 | 109,292,235 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Revenue | ||||
Revenue | $ 112,244 | $ 81,282 | $ 332,426 | $ 236,523 |
Cost of revenue | ||||
Cost of product revenue | 21,953 | 13,157 | 60,767 | 35,989 |
Cost of contract and other revenue | 1,455 | 1,456 | 3,053 | 4,029 |
Amortization of acquired intangible assets | 3,576 | 3,813 | 10,375 | 12,638 |
Cost of revenue | 26,984 | 18,426 | 74,195 | 52,656 |
Gross profit | 85,260 | 62,856 | 258,231 | 183,867 |
Operating expenses: | ||||
Research and development | 39,295 | 35,592 | 118,648 | 99,415 |
Sales, general and administrative | 26,198 | 22,210 | 79,409 | 67,956 |
Amortization of acquired intangible assets | 433 | 359 | 1,259 | 817 |
Restructuring charges | 0 | 0 | 0 | 368 |
Change in fair value of earn-out liability | 2,411 | 0 | (1,889) | 0 |
Total operating expenses | 68,337 | 58,161 | 197,427 | 168,556 |
Operating income | 16,923 | 4,695 | 60,804 | 15,311 |
Interest income and other income (expense), net | 2,838 | 2,726 | 6,936 | 8,088 |
Gain on fair value of equity security | 3,547 | 0 | 3,547 | 0 |
Loss on extinguishment of debt | (17,129) | 0 | (83,626) | 0 |
Loss on fair value adjustment of derivatives, net | (2,302) | 0 | (10,585) | 0 |
Interest expense | (437) | (2,672) | (1,390) | (7,969) |
Interest and other income (expense), net | (13,483) | 54 | (85,118) | 119 |
Income (loss) before income taxes | 3,440 | 4,749 | (24,314) | 15,430 |
Provision for income taxes | 2,501 | 1,073 | 5,945 | 3,201 |
Net income (loss) | $ 939 | $ 3,676 | $ (30,259) | $ 12,229 |
Net income (loss) per share: | ||||
Basic net income (loss) per share | $ 0.01 | $ 0.03 | $ (0.27) | $ 0.11 |
Diluted net income (loss) per share | $ 0.01 | $ 0.03 | $ (0.27) | $ 0.11 |
Weighted-average shares used in per share calculation: | ||||
Basic (in shares) | 109,968 | 108,989 | 110,102 | 111,103 |
Diluted (in shares) | 111,962 | 113,661 | 110,102 | 114,954 |
Product revenue | ||||
Revenue | ||||
Revenue | $ 58,619 | $ 36,710 | $ 159,890 | $ 98,661 |
Royalties | ||||
Revenue | ||||
Revenue | 29,878 | 33,044 | 108,380 | 103,813 |
Contract and other revenue | ||||
Revenue | ||||
Revenue | $ 23,747 | $ 11,528 | $ 64,156 | $ 34,049 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Statement of Comprehensive Income [Abstract] | ||||
Net income (loss) | $ 939 | $ 3,676 | $ (30,259) | $ 12,229 |
Other comprehensive income (loss): | ||||
Foreign currency translation adjustment | (1,018) | (217) | (1,987) | (234) |
Unrealized loss on marketable securities, net of tax | (12) | 0 | (3,329) | (85) |
Total comprehensive income (loss) | $ (91) | $ 3,459 | $ (35,575) | $ 11,910 |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY - USD ($) shares in Thousands, $ in Thousands | Total | Cumulative effect, period of adoption, adjustment | Common stock | Additional paid-in capital | Additional paid-in capital Cumulative effect, period of adoption, adjustment | Accumulated deficit | Accumulated deficit Cumulative effect, period of adoption, adjustment | Accumulated other comprehensive gain (loss) |
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 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) | |||||
Issuance of common stock due to acquisition (in shares) | 300 | |||||||
Issuance of common stock due to acquisition | 6,978 | 6,978 | ||||||
Repurchase and retirement of common stock under repurchase program (in shares) | (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 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) | $ 0 | (651) | |||||
Issuance of common stock due to acquisition (in shares) | 300 | |||||||
Issuance of common stock due to acquisition | 6,978 | 6,978 | ||||||
Repurchase and retirement of common stock under repurchase program (in shares) | 0 | |||||||
Repurchase and retirement of common stock under repurchase program | (13) | $ 0 | (13) | 0 | ||||
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) | |||
Balance (in shares) at Dec. 31, 2021 | 109,292 | |||||||
Balance at Dec. 31, 2021 | 862,396 | $ 109 | 1,298,966 | (435,227) | (1,452) | |||
Increase (Decrease) in Stockholders' Equity | ||||||||
Net income (loss) | (30,259) | (30,259) | ||||||
Foreign currency translation adjustment | (1,987) | (1,987) | ||||||
Unrealized loss on marketable securities, net of tax | (3,329) | (3,329) | ||||||
Issuance of common stock upon exercise of options, equity stock and stock units, and employee stock purchase plan (in shares) | 1,322 | |||||||
Issuance of common stock upon exercise of options, equity stock and employee stock purchase plan | (13,679) | $ 2 | (13,681) | |||||
Repurchase and retirement of common stock under repurchase program (in shares) | (3,132) | |||||||
Repurchase and retirement of common stock under repurchase program | (100,412) | $ (4) | (30,075) | (70,333) | ||||
Stock-based compensation | 25,286 | 25,286 | ||||||
Retirement of convertible senior note hedges | 78,415 | 78,415 | ||||||
Retirement of warrants | (58,423) | (58,423) | ||||||
Balance (in shares) at Sep. 30, 2022 | 107,482 | |||||||
Balance at Sep. 30, 2022 | 749,884 | $ 107 | 1,265,943 | (509,398) | (6,768) | |||
Balance (Accounting Standards Update 2020-06) at Sep. 30, 2022 | $ (8,124) | $ (34,545) | $ 26,421 | |||||
Balance (in shares) at Jun. 30, 2022 | 110,528 | |||||||
Balance at Jun. 30, 2022 | 838,158 | $ 111 | 1,283,789 | (440,004) | (5,738) | |||
Increase (Decrease) in Stockholders' Equity | ||||||||
Net income (loss) | 939 | 939 | ||||||
Foreign currency translation adjustment | (1,018) | (1,018) | ||||||
Unrealized loss on marketable securities, net of tax | (12) | (12) | ||||||
Issuance of common stock upon exercise of options, equity stock and stock units, and employee stock purchase plan (in shares) | 86 | |||||||
Issuance of common stock upon exercise of options, equity stock and employee stock purchase plan | (980) | $ 0 | (980) | |||||
Repurchase and retirement of common stock under repurchase program (in shares) | (3,132) | |||||||
Repurchase and retirement of common stock under repurchase program | (100,412) | $ (4) | (30,075) | (70,333) | ||||
Stock-based compensation | 8,872 | 8,872 | ||||||
Retirement of convertible senior note hedges | 16,404 | 16,404 | ||||||
Retirement of warrants | (12,067) | (12,067) | ||||||
Balance (in shares) at Sep. 30, 2022 | 107,482 | |||||||
Balance at Sep. 30, 2022 | $ 749,884 | $ 107 | $ 1,265,943 | $ (509,398) | $ (6,768) | |||
Balance (Accounting Standards Update 2020-06) at Sep. 30, 2022 | $ (8,124) | $ (34,545) | $ 26,421 |
CONDENSED CONSOLIDATED STATEM_4
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) shares in Thousands, $ in Thousands | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Cash flows from operating activities: | ||
Net income (loss) | $ (30,259) | $ 12,229 |
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | ||
Stock-based compensation | 25,286 | 21,281 |
Depreciation | 23,107 | 19,623 |
Amortization of intangible assets | 11,634 | 13,456 |
Non-cash interest expense and amortization of convertible debt issuance costs | 197 | 5,702 |
Loss on extinguishment of debt | 83,626 | 0 |
Loss on fair value adjustment of derivatives, net | 10,585 | 0 |
Deferred income taxes | 1,680 | 1,939 |
Gain on fair value of equity security | (3,547) | 0 |
Loss on equity investment | 862 | 717 |
Realized loss from sale of marketable securities | 1,138 | 0 |
Change in fair value of earn-out liability | (1,889) | 0 |
Gain on disposal of property, plant and equipment | (10) | (48) |
Change in operating assets and liabilities, net of effects of acquisition: | ||
Accounts receivable | 6,689 | (16,258) |
Unbilled receivables | 78,914 | 87,335 |
Prepaids and other current assets | 1,186 | 5,910 |
Inventories | (5,679) | 6,506 |
Accounts payable | 8,682 | 1,007 |
Accrued salaries and benefits and other liabilities | (10,811) | (7,626) |
Income taxes payable | (15,352) | (21,414) |
Deferred revenue | (1,709) | 9,670 |
Operating lease liabilities | (5,226) | (2,980) |
Net cash provided by operating activities | 179,104 | 137,049 |
Cash flows from investing activities: | ||
Purchases of property, plant, and equipment | (12,650) | (7,527) |
Acquisition of intangible assets | (3,000) | 0 |
Purchases of marketable securities | (80,969) | (419,073) |
Maturities of marketable securities | 53,358 | 297,759 |
Proceeds from sales of marketable securities | 276,687 | 227,045 |
Acquisition of business, net of cash acquired | (15,932) | (97,115) |
Net cash provided by investing activities | 217,494 | 1,089 |
Cash flows from financing activities: | ||
Proceeds received from issuance of common stock under employee stock plans | 3,775 | 5,002 |
Payments of taxes on restricted stock units | (17,454) | (9,953) |
Payments under installment payment arrangements | (10,472) | (9,826) |
Repurchase of convertible senior notes | (258,060) | 0 |
Proceeds from retirement of convertible senior note hedges | 91,729 | 0 |
Payments for retirement of warrants | (69,528) | 0 |
Repurchase and retirement of common stock, including prepayment under accelerated share repurchase program | (100,412) | (100,081) |
Net cash used in financing activities | (360,422) | (114,858) |
Effect of exchange rate changes on cash and cash equivalents | (2,519) | (362) |
Net increase in cash, cash equivalents and restricted cash | 33,657 | 22,918 |
Cash, cash equivalents and restricted cash at beginning of period | 108,264 | 129,324 |
Cash, cash equivalents and restricted cash at end of period | 141,921 | 152,242 |
Non-cash investing and financing activities during the period: | ||
Property, plant and equipment received and accrued in accounts payable and other liabilities | 32,540 | 11,809 |
Operating lease right-of-use assets obtained in exchange for operating lease obligations | $ 5,663 | $ 0 |
Common stock issued pursuant to acquisition | 0 | 6,978 |
CONDENSED CONSOLIDATED STATEM_5
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Parenthetical) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Cash, cash equivalents and restricted cash | ||
Restricted cash | $ 362 | $ 373 |
Basis of Presentation
Basis of Presentation | 9 Months Ended |
Sep. 30, 2022 | |
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 Note disclosures included in the financial statements prepared in accordance with generally accepted accounting principles have been omitted in these interim statements pursuant to such SEC rules and regulations. The information included in this Form 10-Q should be read in conjunction with the consolidated financial statements and notes thereto in Form 10-K for the year ended December 31, 2021. |
Recent Accounting Pronouncement
Recent Accounting Pronouncements | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Standards Update and Change in Accounting Principle [Abstract] | |
Recent Accounting Pronouncements | Recent Accounting Pronouncements Recent Accounting Pronouncements Adopted In August 2020, the Financial Accounting Standards Board (“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) (“ASU 2020-06”).” 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. The Company adopted this guidance on January 1, 2022 on a modified retrospective basis. Upon adoption, the Company reversed approximately $35.2 million of debt discount related to the Company’s 1.375% Convertible Senior Notes due 2023 (the “2023 Notes”) from additional paid-in capital, reversed approximately $8.3 million representing the unamortized debt discount from liabilities, and recorded the net impact of $26.9 million to accumulated deficit. The Company also removed approximately $0.7 million of debt issuance costs related to the 2023 Notes from additional paid-in capital and recorded approximately $0.5 million to accumulated deficit related to the amortization of debt issuance costs that were historically allocated to equity. The Company expects reported interest expense for its convertible notes to decrease this year and in the future. 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. The Company elected to early adopt this ASU on April 1, 2022. The adoption of this ASU did not have a material impact on the Company's condensed consolidated financial statements. |
Revenue Recognition
Revenue Recognition | 9 Months Ended |
Sep. 30, 2022 | |
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, 2022. The Company’s contract balances were as follows: As of (In thousands) September 30, 2022 December 31, 2021 Unbilled receivables $ 179,951 $ 258,626 Deferred revenue 25,066 26,198 During the nine months ended September 30, 2022, the Company recognized $21.7 million of revenue that was included in the contract balances as of December 31, 2021. 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. 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 $29.6 million as of September 30, 2022, 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, 2022 | |
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) 2022 2021 2022 2021 Net income (loss) per share: Numerator: Net income (loss) $ 939 $ 3,676 $ (30,259) $ 12,229 Denominator: Weighted-average shares outstanding - basic 109,968 108,989 110,102 111,103 Effect of potential dilutive common shares 1,994 4,672 — 3,851 Weighted-average shares outstanding - diluted 111,962 113,661 110,102 114,954 Basic net income (loss) per share $ 0.01 $ 0.03 $ (0.27) $ 0.11 Diluted net income (loss) per share $ 0.01 $ 0.03 $ (0.27) $ 0.11 For the nine months ended September 30, 2022, an additional 2.4 million shares were excluded from the weighted-average dilutive shares because there was a net loss position for the period. During the three months ended September 30, 2022, the Company’s stock price exceeded the 2023 Notes’ conversion price of $18.93 per share, therefore approximately 0.1 million shares for the three months ended September 30, 2022 were included in the weighted-average dilutive shares. 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. As a result of the Company’s adoption of ASU No. 2020-06 on January 1, 2022, the dilutive impact of the 2023 Notes on the calculation of diluted net income (loss) per share is considered using the if-converted method. Furthermore, because the principal amount of the 2023 Notes must be settled in cash, the dilutive impact of applying the if-converted method is limited to the in-the-money portion, if any, of the 2023 Notes. For periods prior to the Company’s January 1, 2022 adoption of ASU No. 2020-06, the Company applied the treasury stock method to account for the dilutive impact of the 2023 Notes for diluted net income (loss) per share purposes. As noted in ASU No. 2020-06, for convertible instruments where the principal is required to be paid in cash, the results of applying the if-converted method are consistent with the results of applying the historical treasury stock method. Therefore, even though the Company is required to apply the if-converted method upon adoption of ASU No. 2020-06, there is no impact to its earnings per share calculation. Under the if-converted method, the cumulative dilutive effect of the 2023 Notes would be approximately 0.5 million shares. Refer to Note 10, “Convertible Notes,” for additional information. |
Intangible Assets and Goodwill
Intangible Assets and Goodwill | 9 Months Ended |
Sep. 30, 2022 | |
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, 2022: (In thousands) As of December 31, 2021 Addition to Goodwill (1) Adjustments to Goodwill (2) Effect of Exchange Rates (3) As of September 30, 2022 Total goodwill $ 278,810 $ 12,069 $ 1,013 $ 146 $ 292,038 _________________________________________ (1) In May 2022, the Company acquired Hardent, Inc. (“Hardent”), which resulted in the Company recognizing additional goodwill. Refer to Note 16, “Acquisition,” for additional information. (2) The adjustments to goodwill primarily include a correction of an immaterial error related to an understatement in other current liabilities that originated from the acquisition of AnalogX in 2021 and working capital adjustments from the acquisition of Hardent. (3) Effect of exchange rates relates to foreign currency translation adjustments for the period. As of September 30, 2022 (In thousands) Gross Carrying Amount Accumulated Impairment Losses Net Carrying Amount Total goodwill $ 313,808 $ (21,770) $ 292,038 Intangible Assets, Net The components of the Company’s intangible assets as of September 30, 2022 and December 31, 2021 were as follows: As of September 30, 2022 (In thousands) Useful Life Gross Carrying Amount (1) (2) Accumulated Amortization (1) (2) Net Carrying Amount Existing technology 3 to 10 years $ 299,925 $ (258,072) $ 41,853 Customer contracts and contractual relationships 0.5 to 10 years 37,996 (36,193) 1,803 Non-compete agreements and trademarks 3 years 300 (300) — In-process research and development (“IPR&D”) Not applicable 11,200 — 11,200 Total intangible assets $ 349,421 $ (294,565) $ 54,856 _________________________________________ (1) During the nine months ended September 30, 2022, the Company acquired certain intangible assets for $3.0 million in cash. The assets were classified as existing technology and are being amortized over their expected useful life of five years. During the nine months ended September 30, 2022, the amortization for the acquired assets was not material. (2) In May 2022, the Company acquired Hardent, which resulted in the Company recognizing additional intangible assets. Refer to Note 16, “Acquisition,” for additional information. As of December 31, 2021 (In thousands) Useful Life Gross Carrying Amount Accumulated Amortization Net Carrying Amount Existing technology 3 to 10 years $ 292,058 $ (247,422) $ 44,636 Customer contracts and contractual relationships 0.5 to 10 years 37,793 (35,209) 2,584 Non-compete agreements and trademarks 3 years 300 (300) — IPR&D Not applicable 11,200 — 11,200 Total intangible assets $ 341,351 $ (282,931) $ 58,420 Amortization expense for intangible assets for the three and nine months ended September 30, 2022 was $4.0 million and $11.6 million, respectively. Amortization expense for intangible assets for the three and nine months ended September 30, 2021 was $4.2 million and $13.5 million, respectively. The estimated future amortization of intangible assets as of September 30, 2022 was as follows (in thousands): Years Ending December 31: Amount 2022 (remaining three months) $ 4,154 2023 15,134 2024 12,759 2025 6,718 2026 4,400 Thereafter 491 Total amortizable purchased intangible assets 43,656 IPR&D 11,200 Total intangible assets $ 54,856 |
Segment Information
Segment Information | 9 Months Ended |
Sep. 30, 2022 | |
Segment Reporting [Abstract] | |
Segment Information | Segments and Major Customers Operating segments are based upon the Company’s 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, 2022, 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, 2022 and December 31, 2021, respectively, was as follows: As of Customer September 30, 2022 December 31, 2021 Customer 1 20 % 17 % Customer 2 14 % * Customer 3 * 19 % _________________________________________ * 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, 2022 and 2021, respectively, was as follows: Three Months Ended Nine Months Ended September 30, September 30, Customer 2022 2021 2022 2021 Customer A 20 % 23 % 21 % 21 % Customer B 20 % 15 % 16 % 10 % Customer C 12 % 11 % 13 % 11 % 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) 2022 2021 2022 2021 USA $ 70,284 $ 55,337 $ 193,253 $ 147,029 Singapore 10,498 8,214 50,262 28,882 Asia-Other 16,430 8,436 43,954 20,720 Taiwan 8,142 4,170 23,601 22,031 Japan 3,765 3,095 11,191 11,509 South Korea 1,081 1,350 5,118 3,947 Europe 1,963 661 4,847 2,294 Canada 81 19 200 111 Total $ 112,244 $ 81,282 $ 332,426 $ 236,523 |
Marketable Securities
Marketable Securities | 9 Months Ended |
Sep. 30, 2022 | |
Debt Securities, Available-for-Sale [Abstract] | |
Marketable Securities | Marketable Securities Rambus 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, 2022 (In thousands, except percentages) Fair Value Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Weighted Rate of Return Money market funds $ 16,159 $ 16,159 $ — $ — 1.94 % U.S. Government bonds and notes 66,680 68,954 — (2,274) 0.52 % Corporate notes, bonds and commercial paper 63,449 65,567 — (2,118) 0.75 % Total cash equivalents and marketable securities 146,288 150,680 — (4,392) Cash 118,560 118,560 — — Total cash, cash equivalents and marketable securities $ 264,848 $ 269,240 $ — $ (4,392) As of December 31, 2021 (In thousands, except percentages) Fair Value Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Weighted Rate of Return Money market funds $ 7,402 $ 7,402 $ — $ — 0.02 % U.S. Government bonds and notes 102,812 103,113 — (301) 0.29 % Corporate notes, bonds and commercial paper 287,905 288,667 8 (770) 0.22 % Total cash equivalents and marketable securities 398,119 399,182 8 (1,071) Cash 87,490 87,490 — — Total cash, cash equivalents and marketable securities $ 485,609 $ 486,672 $ 8 $ (1,071) 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, 2022 December 31, 2021 Cash equivalents $ 22,999 $ 20,401 Short-term marketable securities 123,289 377,718 Total cash equivalents and marketable securities 146,288 398,119 Cash 118,560 87,490 Total cash, cash equivalents and marketable securities $ 264,848 $ 485,609 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, 2022 and December 31, 2021 are as follows: Fair Value Gross Unrealized Losses (In thousands) September 30, 2022 December 31, 2021 September 30, 2022 December 31, 2021 Less than 12 months U.S. Government bonds and notes $ 54,924 $ 82,822 $ (1,570) $ (301) Corporate notes, bonds and commercial paper 31,012 255,783 (786) (770) Total cash equivalents and marketable securities in a continuous unrealized loss position for less than 12 months 85,936 338,605 (2,356) (1,071) 12 months or greater U.S. Government bonds and notes 11,756 — (704) — Corporate notes, bonds and commercial paper 32,437 — (1,332) — Total cash equivalents and marketable securities in a continuous unrealized loss position for 12 months or greater 44,193 — (2,036) — Total cash equivalents and marketable securities in a continuous unrealized loss position $ 130,129 $ 338,605 $ (4,392) $ (1,071) The gross unrealized losses at September 30, 2022 and December 31, 2021 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, 2022 Due less than one year $ 84,954 Due from one year through three years 45,175 Total $ 130,129 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, 2022 | |
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, 2022 and December 31, 2021: As of September 30, 2022 (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 $ 16,159 $ 16,159 $ — $ — U.S. Government bonds and notes 66,680 — 66,680 — Corporate notes, bonds and commercial paper 63,449 — 63,449 — Total available-for-sale securities $ 146,288 $ 16,159 $ 130,129 $ — As of December 31, 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 $ 7,402 $ 7,402 $ — $ — U.S. Government bonds and notes 102,812 — 102,812 — Corporate notes, bonds and commercial paper 287,905 — 287,905 — Total available-for-sale securities $ 398,119 $ 7,402 $ 390,717 $ — 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 unaudited 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, 2022 and December 31, 2021, the carrying value of the Company’s 25.0% ownership percentage was $0.9 million and $1.8 million, respectively, which were included in other assets on the accompanying unaudited condensed consolidated balance sheets. The Company recorded immaterial amounts on its condensed consolidated statements of operations representing its share of the investee’s loss for the nine months ended September 30, 2022 and 2021. During the third quarter of 2022, the Company recorded a gain on fair value of approximately $3.5 million related to the sale of an equity security with an immaterial carrying value on its condensed consolidated statement of operations. The Company has a liability related to the contingent earn-out consideration from the PLDA acquisition, which is classified within Level 3 of the fair value hierarchy because the fair value is determined using significant unobservable inputs. During the three and nine months ended September 30, 2022, the changes in this liability were related to fair value measurements resulting in an increase of approximately $2.4 million and a decrease of $1.9 million, respectively. No fair value measurements were recognized during the three and nine months ended September 30, 2021. During the three and nine months ended September 30, 2022 and 2021, 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, 2022 and December 31, 2021: As of September 30, 2022 As of December 31, 2021 (In thousands) Face Value Carrying Value Fair Value Face Value Carrying Value Fair Value 1.375% Convertible Senior Notes due 2023 (the “2023 Notes”) $ 10,381 $ 10,368 $ 14,048 $ 172,500 $ 163,687 $ 254,103 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, 2022, the convertible notes were carried at their face value of $10.4 million, less any 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, 2022 | |
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 eight 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, 2022 (in thousands): Years ending December 31, Amount 2022 (remaining three months) $ 2,038 2023 6,421 2024 5,284 2025 5,358 2026 5,587 Thereafter 17,727 Total minimum lease payments 42,415 Less: amount of lease payments representing interest (6,887) Present value of future minimum lease payments 35,528 Less: current obligations under leases (5,435) Long-term lease obligations $ 30,093 As of September 30, 2022, the weighted-average remaining lease term for the Company’s operating leases was 7.2 years and the weighted-average discount rate used to determine the present value of the Company’s operating leases was 5.3%. Operating lease costs included in research and development and selling, general and administrative costs on the unaudited condensed consolidated statements of operations were $1.9 million for both the three months ended September 30, 2022 and 2021. Operating lease costs included in research and development and selling, general and administrative costs on the unaudited condensed consolidated statements of operations were $5.6 million for both the nine months ended September 30, 2022 and 2021, respectively. Cash paid for amounts included in the measurement of operating lease liabilities were $6.7 million and $6.4 million for the nine months ended September 30, 2022 and 2021, respectively. |
Convertible Notes
Convertible Notes | 9 Months Ended |
Sep. 30, 2022 | |
Debt Disclosure [Abstract] | |
Convertible Notes | Convertible Notes 1.375% Convertible Senior Notes due 2023. On March 2, 2022, the Company entered into individual, privately negotiated transactions with certain holders of its outstanding 2023 Notes, pursuant to which the Company paid an aggregate of approximately $199.1 million in cash for the repurchase of approximately $123.1 million aggregate principal amount of its 2023 Notes (“Q1 2022 Partial Notes Repurchase”). The cash consideration was based on a volume-weighted average price of $29.6789 for the 19-trading day measurement period ending March 29, 2022. Of the $123.1 million aggregate principal amount, approximately $107.9 million was settled on March 31, 2022 for $174.5 million in cash. The remaining $15.2 million aggregate principal amount was settled on April 1, 2022 for $24.6 million in cash. In addition, this transaction resulted in a loss on extinguishment of debt of $66.5 million and a loss on fair value adjustment of derivatives, net of $8.3 million. On August 11, 2022, the Company entered into individual, privately negotiated transactions with certain holders of its outstanding 2023 Notes, pursuant to which the Company paid an aggregate of approximately $58.9 million in cash for the repurchase of approximately $39.0 million aggregate principal amount of its 2023 Notes (“Q3 2022 Partial Notes Repurchase”). The cash consideration was based on a volume-weighted average price of $27.8456 for the 10-trading day measurement period ending August 25, 2022. In addition, this transaction resulted in a loss on extinguishment of debt of $17.1 million and a loss on fair value adjustment of derivatives, net of $2.3 million. Upon entering into the Q1 2022 and Q3 2022 Partial Notes Repurchase agreements, the conversion feature related to the 2023 Notes repurchased, as well as the settlements of the convertible senior note hedges and warrants, were subject to derivative accounting. This resulted in $2.3 million and $10.6 million in losses on fair value adjustment of derivatives, net, for the three and nine months ended September 30, 2022, respectively. During the nine months ended September 30, 2022, no holders elected to convert their 2023 Notes which had met the trigger for early conversion as of December 31, 2021 and March 31, 2022, respectively. The early conversion had been met as of December 31, 2021, March 31, 2022 and September 30, 2022, as the last reported sale price of the Company’s common stock exceeded 130% of the conversion price of the 2023 Notes for more than 20 trading days during the 30 consecutive trading days ended December 31, 2021, March 31, 2022 and September 30, 2022, respectively. The Company’s convertible notes are shown in the following table: As of (In thousands) September 30, 2022 December 31, 2021 2023 Notes $ 10,381 $ 172,500 Unamortized discount — 2023 Notes (1) — (8,266) Unamortized debt issuance costs — 2023 Notes (13) (547) Total convertible notes 10,368 163,687 Less current portion 10,368 163,687 Total long-term convertible notes $ — $ — _________________________________________ (1) On January 1, 2022, the Company adopted ASU No. 2020-06. Refer to Note 2, “Recent Accounting Pronouncements,” for additional information. Interest expense related to the convertible notes for the three and nine months ended September 30, 2022 and 2021 was as follows: Three Months Ended Nine Months Ended September 30, September 30, (In thousands) 2022 2021 2022 2021 2023 Notes coupon interest at a rate of 1.375% $ 90 $ 593 $ 575 $ 1,779 2023 Notes amortization of discount and debt issuance cost 33 1,927 184 5,702 Total interest expense on convertible notes $ 123 $ 2,520 $ 759 $ 7,481 Note Hedges and Warrants. In connection with the Q1 2022 Partial Notes Repurchase, the Company entered into agreements with certain financial institutions to retire the corresponding portions of convertible senior note hedges and warrants the Company had previously entered into with the counterparties in connection with the issuance of the 2023 Notes. Upon settlement, the Company received $72.4 million in cash for the retirement of the proportionate amount of convertible senior note hedges and paid $55.1 million in cash for the retirement of the proportionate amount of warrants during the three months ended March 31, 2022. In connection with the Q3 2022 Partial Notes Repurchase, the Company entered into agreements with certain financial institutions to retire the corresponding portions of convertible senior note hedges and warrants the Company had previously entered into with the counterparties in connection with the issuance of the 2023 Notes. Upon settlement, the Company received $19.3 million in cash for the retirement of the proportionate amount of convertible senior note hedges and paid $14.4 million in cash for the retirement of the proportionate amount of warrants during the three months ended September 30, 2022. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies As of September 30, 2022, the Company’s material contractual obligations were as follows: (In thousands) Total Remainder of 2022 2023 2024 2025 2026 Contractual obligations (1) (2) (3) Software licenses (4) $ 36,546 $ 4,271 $ 14,166 $ 12,421 $ 5,688 $ — Acquisition retention bonuses (5) 5,342 — 2,500 2,500 342 — Convertible notes (6) 10,381 — 10,381 — — — Interest payments related to convertible notes 71 — 71 — — — Total $ 52,340 $ 4,271 $ 27,118 $ 14,921 $ 6,030 $ — _________________________________________ (1) The above table does not reflect possible payments in connection with unrecognized tax benefits of approximately $21.6 million, including $19.7 million recorded as a reduction of long-term deferred tax assets and $1.9 million in long-term income taxes payable as of September 30, 2022. 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, 2022, refer to Note 9, “Leases.” (3) The Company’s other contractual obligations as of September 30, 2022 were not material. (4) The Company has commitments with various software vendors for agreements generally having terms longer than one year. During the second quarter of 2022, the Company renewed a software license agreement for engineering development tools, which is included in the table above. As of September 30, 2022, approximately $9.1 million of the fair value of this software license was included in other current liabilities and $17.2 million was included in other long-term liabilities, in the accompanying unaudited condensed consolidated balance sheet. (5) 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, the acquisitions of AnalogX and PLDA in the third quarter of 2021, and the acquisition of Hardent in the second quarter of 2022, the Company is obligated to pay retention bonuses to certain employees subject to certain eligibility and acceleration provisions, including the condition of employment. (6) During the nine months ended September 30, 2022, the Company repurchased $162.1 million of the aggregate principal amount of its 2023 Notes. Refer to Note 10, “Convertible Notes.” 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 infringement or any other claim by any third party arising as result of the applicable agreement with the Company. The Company generally attempts to limit the maximum amount of indemnification that the Company could be required to make under these agreements to the amount of fees received by the Company, however, this may not always be possible. The fair value of the liability as of September 30, 2022 and December 31, 2021, respectively, was not material. |
Equity Incentive Plans and Stoc
Equity Incentive Plans and Stock-Based Compensation | 9 Months Ended |
Sep. 30, 2022 | |
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, 2021 10,492,178 Nonvested equity stock and stock units granted (1) (2) (3,939,753) Nonvested equity stock and stock units forfeited (1) 1,170,793 Total shares available for grant as of September 30, 2022 7,723,218 _________________________________________ (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 0.6 million shares that have been reserved for potential future issuance related to certain performance unit awards granted in the first and third quarters of 2022 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, 2022 and information regarding stock options outstanding, exercisable, and vested and expected to vest as of September 30, 2022. 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, 2021 549,581 $ 10.71 Options exercised (83,100) $ 6.59 Outstanding as of September 30, 2022 466,481 $ 11.45 3.98 $ 6,518 Vested or expected to vest at September 30, 2022 466,405 $ 11.45 3.98 $ 6,517 Options exercisable at September 30, 2022 444,814 $ 11.36 3.83 $ 6,255 Employee Stock Purchase Plan Under the 2015 Employee Stock Purchase Plan (“2015 ESPP”), the Company issued 161,254 shares at a price of $19.97 per share and 263,933 shares at a price of $11.58 per share during the nine months ended September 30, 2022 and 2021 , respectively. As of September 30, 2022, approximately 2.7 million shares under the 2015 ESPP remained available for issuance. Stock-Based Compensation For the nine months ended September 30, 2022 and 2021, 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, 2022 and 2021, respectively. Stock-based compensation expense related to stock options was immaterial for both the three and nine months ended September 30, 2022. 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. As of September 30, 2022, there was $0.2 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 one year. Employee Stock Purchase Plan For the three and nine months ended September 30, 2022, the Company recorded stock-based compensation expense related to the 2015 ESPP of $0.4 million and $1.2 million, respectively. 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. As of September 30, 2022, 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. 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, 2022, the Company granted nonvested equity stock units totaling approximately 0.5 million and 2.2 million shares, respectively. 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. 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, 2022, the nonvested equity stock units were valued at the date of grant giving them a fair value of approximately $12.8 million and $61.8 million, respectively. 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. During the first and third quarters of 2022 and the first quarter of 2021, 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 or fourth anniversary of the date of grant. Th e 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, 2022, the Company recorded stock-based compensation expense of approximately $8.5 million and $24.0 million respectively, related to all outstanding nonvested equity stock grants. 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. Unrecognized stock-based compensation related to all nonvested equity stock grants, net of estimated forfeitures, was approximately $69.4 million at September 30, 2022. This amount is expected to be recognized over a weighted-average period of 2.3 years. The following table reflects the activity related to nonvested equity stock and stock units for the nine months ended September 30, 2022: Nonvested Equity Stock and Stock Units Shares Weighted- Average Grant-Date Fair Value Nonvested at December 31, 2021 4,718,385 $ 16.62 Granted 2,226,335 $ 27.80 Vested (1,760,978) $ 14.33 Forfeited (418,366) $ 20.34 Nonvested at September 30, 2022 4,765,376 $ 22.37 |
Stockholders' Equity
Stockholders' Equity | 9 Months Ended |
Sep. 30, 2022 | |
Stockholders' Equity Note [Abstract] | |
Stockholders' Equity | Stockholders’ Equity Share Repurchase Programs On October 29, 2020, the Company’s board of directors (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, 2022, 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, which were retired, 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 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. During the fourth quarter of 2021, the accelerated share repurchase program was completed and the Company received an additional 0.4 million shares of its common stock, which were retired, as the final settlement of the accelerated share repurchase program. On September 9, 2022, the Company entered into an accelerated share repurchase program with Wells Fargo Bank, National Association (“Wells Fargo”) (the “2022 ASR Program”). The 2022 ASR Program was part of the share repurchase program previously authorized by the Board on October 29, 2020. Under the 2022 ASR Program, the Company pre-paid to Wells Fargo the $100.0 million purchase price for its common stock and, in turn, the Company received an initial delivery of approximately 3.1 million shares of its common stock from Wells Fargo in the third quarter of 2022, 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. The number of shares to be ultimately purchased by the Company will be determined based on the volume-weighted-average price of the common stock during the terms of the transaction, minus an agreed upon discount between the parties. The 2022 ASR Program is expected to be completed during the fourth quarter of 2022. As of September 30, 2022, there remained an outstanding authorization to repurchase approximately 9.8 million shares of the Company’s outstanding common stock under the 2020 Repurchase Program. The Company records share 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 in accordance with its accounting policy. |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes The Company recorded a provision for income taxes of $2.5 million and $1.1 million for the three months ended September 30, 2022 and 2021, respectively, and $5.9 million and $3.2 million for the nine months ended September 30, 2022 and 2021, respectively. The provision for income taxes for the three and nine months ended September 30, 2022 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 2022 and indefinite-lived intangible tax amortization expense. 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. During the three months ended September 30, 2022 and 2021, the Company paid withholding taxes of $5.5 million and $5.0 million, respectively. During the nine months ended September 30, 2022 and 2021, the Company paid withholding taxes of $15.8 million and $15.4 million, respectively. The Company periodically evaluates the realizability of its net deferred tax assets based on all available evidence, both positive and negative. The Company continues to maintain a full valuation allowance on its U.S. federal and 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, 2022, the Company had approximately $161.0 million of unrecognized tax benefits, including $19.7 million recorded as a reduction of long-term deferred tax assets, $139.4 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. If recognized, $1.9 million would be recorded as an income tax benefit. As a result of recent court rulings in South Korea, the Company has determined that they may be entitled to refund claims for foreign taxes previously withheld from licensees in South 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 South Korea. As of December 31, 2021, the Company had $146.2 million of unrecognized tax benefits, including $18.9 million recorded as a reduction of long-term deferred tax assets, $126.1 million recorded as a reduction of other assets associated with refundable withholding taxes previously withheld from licensees in South Korea and $1.3 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. 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. |
Litigation and Asserted Claims
Litigation and Asserted Claims | 9 Months Ended |
Sep. 30, 2022 | |
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. |
Acquisition
Acquisition | 9 Months Ended |
Sep. 30, 2022 | |
Business Combinations [Abstract] | |
Acquisitions | Acquisition Hardent, Inc. On May 20, 2022, (the “Closing Date”), the Company completed its acquisition of Hardent, a leading electronic design company, by acquiring all of its outstanding shares. The Company acquired Hardent for a total consideration of approximately $16.1 million, which consisted of $14.7 million in initial cash consideration paid at the Closing Date, $1.2 million was deposited into an escrow account to fund indemnification obligations to be released within 18 months after the Closing Date, and $0.2 million was deposited into an escrow account to fund other contractual provisions related to certain working capital adjustments. The addition of the technology and expertise from Hardent augments the Company’s CXL memory interconnect initiative. As part of the acquisition, the Company agreed to pay certain Hardent employees approximately $1.2 million in cash over three years following the Closing Date (the “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 Closing Date. The Retention Bonus payouts are subject to the condition of continued employment. Therefore, the Retention Bonus payouts will be treated as compensation and will be expensed ratably over the retention period. As of September 30, 2022, the Company had incurred approximately $1.2 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 Closing Date. The Company performed a valuation of the net assets acquired as of the Closing Date. The total consideration from the acquisition was preliminarily allocated as follows: (In thousands) Total Cash and cash equivalents $ 209 Accounts receivable 1,088 Unbilled receivables 239 Prepaid expenses and other current assets 16 Identified intangible assets 5,000 Goodwill 12,069 Accounts payable (55) Deferred revenue (578) Income taxes payable (466) Deferred tax liability (1,325) Other current liabilities (56) Total $ 16,141 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 Hardent 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 $ 4,800 5 years Customer contracts and contractual relationships 200 2 years Total $ 5,000 Unaudited Pro Forma Combined Consolidated Financial Information The following pro forma financial information presents the combined results of operations for the Company and Hardent as if the acquisition had occurred on January 1, 2021. 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 acquisition actually taken place on January 1, 2021, 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 acquisition: Three Months Ended Nine Months Ended September 30, September 30, (In thousands) 2022 2021 2022 2021 Total revenue $ 112,244 $ 83,057 $ 335,485 $ 242,354 Net income (loss) $ 1,170 $ 4,355 $ (29,228) $ 12,633 The pro forma net income for 2022 was adjusted to exclude $0.2 million and $1.2 million of acquisition-related costs incurred during the three and nine months ended September 30, 2022, respectively. Consequently, the pro forma net income for the corresponding periods in 2021 were adjusted to include these costs. |
Subsequent Event
Subsequent Event | 9 Months Ended |
Sep. 30, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Event | Subsequent EventOn October 31, 2022, the Company announced that it had extended its comprehensive patent license agreement with Samsung Electronics Co., LTD., a Korean corporation (“Samsung”) for an additional ten years. The extension substantially maintains the existing financial terms and provides Samsung with broad access to the full Rambus patent portfolio through late 2033. |
Revenue Recognition (Tables)
Revenue Recognition (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Revenue from Contract with Customer [Abstract] | |
Contract balances | The Company’s contract balances were as follows: As of (In thousands) September 30, 2022 December 31, 2021 Unbilled receivables $ 179,951 $ 258,626 Deferred revenue 25,066 26,198 |
Earnings (Loss) Per Share (Tabl
Earnings (Loss) Per Share (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
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) 2022 2021 2022 2021 Net income (loss) per share: Numerator: Net income (loss) $ 939 $ 3,676 $ (30,259) $ 12,229 Denominator: Weighted-average shares outstanding - basic 109,968 108,989 110,102 111,103 Effect of potential dilutive common shares 1,994 4,672 — 3,851 Weighted-average shares outstanding - diluted 111,962 113,661 110,102 114,954 Basic net income (loss) per share $ 0.01 $ 0.03 $ (0.27) $ 0.11 Diluted net income (loss) per share $ 0.01 $ 0.03 $ (0.27) $ 0.11 |
Intangible Assets and Goodwill
Intangible Assets and Goodwill (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
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, 2022: (In thousands) As of December 31, 2021 Addition to Goodwill (1) Adjustments to Goodwill (2) Effect of Exchange Rates (3) As of September 30, 2022 Total goodwill $ 278,810 $ 12,069 $ 1,013 $ 146 $ 292,038 _________________________________________ (1) In May 2022, the Company acquired Hardent, Inc. (“Hardent”), which resulted in the Company recognizing additional goodwill. Refer to Note 16, “Acquisition,” for additional information. (2) The adjustments to goodwill primarily include a correction of an immaterial error related to an understatement in other current liabilities that originated from the acquisition of AnalogX in 2021 and working capital adjustments from the acquisition of Hardent. (3) Effect of exchange rates relates to foreign currency translation adjustments for the period. As of September 30, 2022 (In thousands) Gross Carrying Amount Accumulated Impairment Losses Net Carrying Amount Total goodwill $ 313,808 $ (21,770) $ 292,038 |
Components of intangible assets | The components of the Company’s intangible assets as of September 30, 2022 and December 31, 2021 were as follows: As of September 30, 2022 (In thousands) Useful Life Gross Carrying Amount (1) (2) Accumulated Amortization (1) (2) Net Carrying Amount Existing technology 3 to 10 years $ 299,925 $ (258,072) $ 41,853 Customer contracts and contractual relationships 0.5 to 10 years 37,996 (36,193) 1,803 Non-compete agreements and trademarks 3 years 300 (300) — In-process research and development (“IPR&D”) Not applicable 11,200 — 11,200 Total intangible assets $ 349,421 $ (294,565) $ 54,856 _________________________________________ (1) During the nine months ended September 30, 2022, the Company acquired certain intangible assets for $3.0 million in cash. The assets were classified as existing technology and are being amortized over their expected useful life of five years. During the nine months ended September 30, 2022, the amortization for the acquired assets was not material. (2) In May 2022, the Company acquired Hardent, which resulted in the Company recognizing additional intangible assets. Refer to Note 16, “Acquisition,” for additional information. As of December 31, 2021 (In thousands) Useful Life Gross Carrying Amount Accumulated Amortization Net Carrying Amount Existing technology 3 to 10 years $ 292,058 $ (247,422) $ 44,636 Customer contracts and contractual relationships 0.5 to 10 years 37,793 (35,209) 2,584 Non-compete agreements and trademarks 3 years 300 (300) — IPR&D Not applicable 11,200 — 11,200 Total intangible assets $ 341,351 $ (282,931) $ 58,420 |
Estimated future amortization of intangible assets | The estimated future amortization of intangible assets as of September 30, 2022 was as follows (in thousands): Years Ending December 31: Amount 2022 (remaining three months) $ 4,154 2023 15,134 2024 12,759 2025 6,718 2026 4,400 Thereafter 491 Total amortizable purchased intangible assets 43,656 IPR&D 11,200 Total intangible assets $ 54,856 |
Segment Information (Tables)
Segment Information (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
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) 2022 2021 2022 2021 USA $ 70,284 $ 55,337 $ 193,253 $ 147,029 Singapore 10,498 8,214 50,262 28,882 Asia-Other 16,430 8,436 43,954 20,720 Taiwan 8,142 4,170 23,601 22,031 Japan 3,765 3,095 11,191 11,509 South Korea 1,081 1,350 5,118 3,947 Europe 1,963 661 4,847 2,294 Canada 81 19 200 111 Total $ 112,244 $ 81,282 $ 332,426 $ 236,523 |
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, 2022 and December 31, 2021, respectively, was as follows: As of Customer September 30, 2022 December 31, 2021 Customer 1 20 % 17 % Customer 2 14 % * Customer 3 * 19 % _________________________________________ * 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, 2022 and 2021, respectively, was as follows: Three Months Ended Nine Months Ended September 30, September 30, Customer 2022 2021 2022 2021 Customer A 20 % 23 % 21 % 21 % Customer B 20 % 15 % 16 % 10 % Customer C 12 % 11 % 13 % 11 % |
Marketable Securities (Tables)
Marketable Securities (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Debt Securities, Available-for-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, 2022 (In thousands, except percentages) Fair Value Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Weighted Rate of Return Money market funds $ 16,159 $ 16,159 $ — $ — 1.94 % U.S. Government bonds and notes 66,680 68,954 — (2,274) 0.52 % Corporate notes, bonds and commercial paper 63,449 65,567 — (2,118) 0.75 % Total cash equivalents and marketable securities 146,288 150,680 — (4,392) Cash 118,560 118,560 — — Total cash, cash equivalents and marketable securities $ 264,848 $ 269,240 $ — $ (4,392) As of December 31, 2021 (In thousands, except percentages) Fair Value Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Weighted Rate of Return Money market funds $ 7,402 $ 7,402 $ — $ — 0.02 % U.S. Government bonds and notes 102,812 103,113 — (301) 0.29 % Corporate notes, bonds and commercial paper 287,905 288,667 8 (770) 0.22 % Total cash equivalents and marketable securities 398,119 399,182 8 (1,071) Cash 87,490 87,490 — — Total cash, cash equivalents and marketable securities $ 485,609 $ 486,672 $ 8 $ (1,071) |
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, 2022 December 31, 2021 Cash equivalents $ 22,999 $ 20,401 Short-term marketable securities 123,289 377,718 Total cash equivalents and marketable securities 146,288 398,119 Cash 118,560 87,490 Total cash, cash equivalents and marketable securities $ 264,848 $ 485,609 |
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, 2022 and December 31, 2021 are as follows: Fair Value Gross Unrealized Losses (In thousands) September 30, 2022 December 31, 2021 September 30, 2022 December 31, 2021 Less than 12 months U.S. Government bonds and notes $ 54,924 $ 82,822 $ (1,570) $ (301) Corporate notes, bonds and commercial paper 31,012 255,783 (786) (770) Total cash equivalents and marketable securities in a continuous unrealized loss position for less than 12 months 85,936 338,605 (2,356) (1,071) 12 months or greater U.S. Government bonds and notes 11,756 — (704) — Corporate notes, bonds and commercial paper 32,437 — (1,332) — Total cash equivalents and marketable securities in a continuous unrealized loss position for 12 months or greater 44,193 — (2,036) — Total cash equivalents and marketable securities in a continuous unrealized loss position $ 130,129 $ 338,605 $ (4,392) $ (1,071) |
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, 2022 Due less than one year $ 84,954 Due from one year through three years 45,175 Total $ 130,129 |
Fair Value of Financial Instr_2
Fair Value of Financial Instruments (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
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, 2022 and December 31, 2021: As of September 30, 2022 (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 $ 16,159 $ 16,159 $ — $ — U.S. Government bonds and notes 66,680 — 66,680 — Corporate notes, bonds and commercial paper 63,449 — 63,449 — Total available-for-sale securities $ 146,288 $ 16,159 $ 130,129 $ — As of December 31, 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 $ 7,402 $ 7,402 $ — $ — U.S. Government bonds and notes 102,812 — 102,812 — Corporate notes, bonds and commercial paper 287,905 — 287,905 — Total available-for-sale securities $ 398,119 $ 7,402 $ 390,717 $ — |
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, 2022 and December 31, 2021: As of September 30, 2022 As of December 31, 2021 (In thousands) Face Value Carrying Value Fair Value Face Value Carrying Value Fair Value 1.375% Convertible Senior Notes due 2023 (the “2023 Notes”) $ 10,381 $ 10,368 $ 14,048 $ 172,500 $ 163,687 $ 254,103 |
Leases (Tables)
Leases (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
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, 2022 (in thousands): Years ending December 31, Amount 2022 (remaining three months) $ 2,038 2023 6,421 2024 5,284 2025 5,358 2026 5,587 Thereafter 17,727 Total minimum lease payments 42,415 Less: amount of lease payments representing interest (6,887) Present value of future minimum lease payments 35,528 Less: current obligations under leases (5,435) Long-term lease obligations $ 30,093 |
Convertible Notes (Tables)
Convertible Notes (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Debt Disclosure [Abstract] | |
Schedule of convertible notes | The Company’s convertible notes are shown in the following table: As of (In thousands) September 30, 2022 December 31, 2021 2023 Notes $ 10,381 $ 172,500 Unamortized discount — 2023 Notes (1) — (8,266) Unamortized debt issuance costs — 2023 Notes (13) (547) Total convertible notes 10,368 163,687 Less current portion 10,368 163,687 Total long-term convertible notes $ — $ — _________________________________________ (1) On January 1, 2022, the Company adopted ASU No. 2020-06. Refer to Note 2, “Recent Accounting Pronouncements,” for additional information. |
Schedule of interest expense on notes | Interest expense related to the convertible notes for the three and nine months ended September 30, 2022 and 2021 was as follows: Three Months Ended Nine Months Ended September 30, September 30, (In thousands) 2022 2021 2022 2021 2023 Notes coupon interest at a rate of 1.375% $ 90 $ 593 $ 575 $ 1,779 2023 Notes amortization of discount and debt issuance cost 33 1,927 184 5,702 Total interest expense on convertible notes $ 123 $ 2,520 $ 759 $ 7,481 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of material contractual obligations | As of September 30, 2022, the Company’s material contractual obligations were as follows: (In thousands) Total Remainder of 2022 2023 2024 2025 2026 Contractual obligations (1) (2) (3) Software licenses (4) $ 36,546 $ 4,271 $ 14,166 $ 12,421 $ 5,688 $ — Acquisition retention bonuses (5) 5,342 — 2,500 2,500 342 — Convertible notes (6) 10,381 — 10,381 — — — Interest payments related to convertible notes 71 — 71 — — — Total $ 52,340 $ 4,271 $ 27,118 $ 14,921 $ 6,030 $ — _________________________________________ (1) The above table does not reflect possible payments in connection with unrecognized tax benefits of approximately $21.6 million, including $19.7 million recorded as a reduction of long-term deferred tax assets and $1.9 million in long-term income taxes payable as of September 30, 2022. 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, 2022, refer to Note 9, “Leases.” (3) The Company’s other contractual obligations as of September 30, 2022 were not material. (4) The Company has commitments with various software vendors for agreements generally having terms longer than one year. During the second quarter of 2022, the Company renewed a software license agreement for engineering development tools, which is included in the table above. As of September 30, 2022, approximately $9.1 million of the fair value of this software license was included in other current liabilities and $17.2 million was included in other long-term liabilities, in the accompanying unaudited condensed consolidated balance sheet. (5) 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, the acquisitions of AnalogX and PLDA in the third quarter of 2021, and the acquisition of Hardent in the second quarter of 2022, the Company is obligated to pay retention bonuses to certain employees subject to certain eligibility and acceleration provisions, including the condition of employment. (6) During the nine months ended September 30, 2022, the Company repurchased $162.1 million of the aggregate principal amount of its 2023 Notes. Refer to Note 10, “Convertible Notes.” |
Equity Incentive Plans and St_2
Equity Incentive Plans and Stock-Based Compensation (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
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, 2021 10,492,178 Nonvested equity stock and stock units granted (1) (2) (3,939,753) Nonvested equity stock and stock units forfeited (1) 1,170,793 Total shares available for grant as of September 30, 2022 7,723,218 _________________________________________ (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 0.6 million shares that have been reserved for potential future issuance related to certain performance unit awards granted in the first and third quarters of 2022 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, 2022 and information regarding stock options outstanding, exercisable, and vested and expected to vest as of September 30, 2022. 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, 2021 549,581 $ 10.71 Options exercised (83,100) $ 6.59 Outstanding as of September 30, 2022 466,481 $ 11.45 3.98 $ 6,518 Vested or expected to vest at September 30, 2022 466,405 $ 11.45 3.98 $ 6,517 Options exercisable at September 30, 2022 444,814 $ 11.36 3.83 $ 6,255 |
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, 2022: Nonvested Equity Stock and Stock Units Shares Weighted- Average Grant-Date Fair Value Nonvested at December 31, 2021 4,718,385 $ 16.62 Granted 2,226,335 $ 27.80 Vested (1,760,978) $ 14.33 Forfeited (418,366) $ 20.34 Nonvested at September 30, 2022 4,765,376 $ 22.37 |
Acquisition (Tables)
Acquisition (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Business Combinations [Abstract] | |
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 $ 209 Accounts receivable 1,088 Unbilled receivables 239 Prepaid expenses and other current assets 16 Identified intangible assets 5,000 Goodwill 12,069 Accounts payable (55) Deferred revenue (578) Income taxes payable (466) Deferred tax liability (1,325) Other current liabilities (56) Total $ 16,141 |
Schedule of finite-lived intangible assets acquired as part of business combination | The identified intangible assets assumed in the acquisition of Hardent 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 $ 4,800 5 years Customer contracts and contractual relationships 200 2 years Total $ 5,000 |
Business acquisition, pro forma information | Additionally, the pro forma financial results do not include any anticipated synergies or other expected benefits from the acquisition: Three Months Ended Nine Months Ended September 30, September 30, (In thousands) 2022 2021 2022 2021 Total revenue $ 112,244 $ 83,057 $ 335,485 $ 242,354 Net income (loss) $ 1,170 $ 4,355 $ (29,228) $ 12,633 |
Recent Accounting Pronounceme_2
Recent Accounting Pronouncements Schedule Of New Accounting Pronouncements And Changes In Accounting Principles - Narrative (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Jan. 01, 2022 | Dec. 31, 2021 |
New accounting pronouncements or change in accounting principle | |||
Liabilities | $ (219,172) | $ (370,250) | |
Accumulated deficit | $ (509,398) | $ (435,227) | |
Cumulative effect, period of adoption, adjustment | Convertible senior notes | Debt discount | Accounting Standards Update 2020-06 | |||
New accounting pronouncements or change in accounting principle | |||
Additional paid in capital | $ 35,200 | ||
Liabilities | 8,300 | ||
Accumulated deficit | 26,900 | ||
Cumulative effect, period of adoption, adjustment | Convertible senior notes | Debt issuance costs | Accounting Standards Update 2020-06 | |||
New accounting pronouncements or change in accounting principle | |||
Additional paid in capital | 700 | ||
Accumulated deficit | $ 500 |
Revenue Recognition (Details)
Revenue Recognition (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Revenue from Contract with Customer [Abstract] | ||
Unbilled receivables | $ 179,951 | $ 258,626 |
Deferred revenue | $ 25,066 | $ 26,198 |
Revenue Recognition (Details 2)
Revenue Recognition (Details 2) - USD ($) $ in Millions | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Revenue from Contract with Customer [Abstract] | ||
Contract balances, revenue recognized | $ 21.7 | $ 9.7 |
Revenue Recognition (Details 3)
Revenue Recognition (Details 3) $ in Millions | Sep. 30, 2022 USD ($) |
Revenue from Contract with Customer [Abstract] | |
Remaining performance obligations | $ 29.6 |
Remaining performance obligation, expected timing of satisfaction, start date: 2022-10-01 | |
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, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Numerator: | ||||
Net income (loss) | $ 939 | $ 3,676 | $ (30,259) | $ 12,229 |
Denominator: | ||||
Weighted-average common shares outstanding, basic (in shares) | 109,968 | 108,989 | 110,102 | 111,103 |
Effect of potential dilutive common shares | 1,994 | 4,672 | 0 | 3,851 |
Weighted-average common shares outstanding, diluted (in shares) | 111,962 | 113,661 | 110,102 | 114,954 |
Basic net income (loss) per share | $ 0.01 | $ 0.03 | $ (0.27) | $ 0.11 |
Diluted net income (loss) per share | $ 0.01 | $ 0.03 | $ (0.27) | $ 0.11 |
Earnings (Loss) Per Share (De_2
Earnings (Loss) Per Share (Details 2) shares in Millions | 9 Months Ended |
Sep. 30, 2022 shares | |
Earnings Per Share [Abstract] | |
Anti-dilutive shares excluded from calculation of earnings per share | 2.4 |
Earnings (Loss) Per Share (De_3
Earnings (Loss) Per Share (Details 3) - 1.375% Convertible senior notes due 2023 - Convertible senior notes - $ / shares shares in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Dilutive shares included in calculation of earnings per share | ||||
Initial conversion price of notes (in dollars per share) | $ 18.93 | $ 18.93 | $ 18.93 | $ 18.93 |
Potential incremental common shares attributable to dilutive effect of conversion of convertible notes | 0.1 | 1.8 | 1 | |
Potential cumulative common shares attributable to dilutive effect of conversion of convertible notes payable | 0.5 |
Intangible Assets and Goodwil_2
Intangible Assets and Goodwill (Details) $ in Thousands | 9 Months Ended |
Sep. 30, 2022 USD ($) | |
Goodwill | |
Beginning balance | $ 278,810 |
Addition to goodwill | 12,069 |
Adjustments to goodwill | 1,013 |
Effect of exchange rates | 146 |
Ending balance | $ 292,038 |
Intangible Assets and Goodwil_3
Intangible Assets and Goodwill (Details 2) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Gross carrying amount | $ 313,808 | |
Accumulated impairment losses | (21,770) | |
Net carrying amount | $ 292,038 | $ 278,810 |
Intangible Assets and Goodwil_4
Intangible Assets and Goodwill (Details 3) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Components of intangible assets | |||
Intangible assets, gross | $ 349,421 | $ 341,351 | |
Accumulated amortization | (294,565) | (282,931) | |
Finite-lived intangible assets | 43,656 | ||
In-process research and development | 11,200 | ||
Intangible assets, net | 54,856 | 58,420 | |
Acquisition of intangible assets | 3,000 | $ 0 | |
In-process research and development | |||
Components of intangible assets | |||
In-process research and development | 11,200 | 11,200 | |
Existing technology | |||
Components of intangible assets | |||
Gross carrying amount | 299,925 | 292,058 | |
Accumulated amortization | (258,072) | (247,422) | |
Finite-lived intangible assets | 41,853 | $ 44,636 | |
Acquisition of intangible assets | $ 3,000 | ||
Identified intangible assets assumed, useful life (in years) | 5 years | ||
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 | $ 37,996 | $ 37,793 | |
Accumulated amortization | (36,193) | (35,209) | |
Finite-lived intangible assets | $ 1,803 | $ 2,584 | |
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, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||||
Amortization of intangible assets | $ 4,000 | $ 4,200 | $ 11,634 | $ 13,456 |
Intangible Assets and Goodwil_6
Intangible Assets and Goodwill (Details 5) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Estimated future amortization expense of intangible assets | ||
2022 (remaining three months) | $ 4,154 | |
2023 | 15,134 | |
2024 | 12,759 | |
2025 | 6,718 | |
2026 | 4,400 | |
Thereafter | 491 | |
Finite-lived intangible assets | 43,656 | |
In-process research and development | 11,200 | |
Intangible assets, net | $ 54,856 | $ 58,420 |
Segment Information (Details)
Segment Information (Details) - Customer concentration risk - Accounts receivable | Sep. 30, 2022 | Dec. 31, 2021 |
Customer 1 | ||
Concentration risk | ||
Accounts receivable from major customer as a percentage of total accounts receivable | 20% | 17% |
Customer 2 | ||
Concentration risk | ||
Accounts receivable from major customer as a percentage of total accounts receivable | 14% | |
Customer 3 | ||
Concentration risk | ||
Accounts receivable from major customer as a percentage of total accounts receivable | 19% |
Segment Information (Details 2)
Segment Information (Details 2) - Customer concentration risk - Revenue | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Customer A | ||||
Concentration risk | ||||
Revenue from major customer as a percentage of total revenue | 20% | 23% | 21% | 21% |
Customer B | ||||
Concentration risk | ||||
Revenue from major customer as a percentage of total revenue | 20% | 15% | 16% | 10% |
Customer C | ||||
Concentration risk | ||||
Revenue from major customer as a percentage of total revenue | 12% | 11% | 13% | 11% |
Segment Information (Details 3)
Segment Information (Details 3) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Major customer disclosure | ||||
Revenue | $ 112,244 | $ 81,282 | $ 332,426 | $ 236,523 |
USA | ||||
Major customer disclosure | ||||
Revenue | 70,284 | 55,337 | 193,253 | 147,029 |
Singapore | ||||
Major customer disclosure | ||||
Revenue | 10,498 | 8,214 | 50,262 | 28,882 |
Asia-Other | ||||
Major customer disclosure | ||||
Revenue | 16,430 | 8,436 | 43,954 | 20,720 |
Taiwan | ||||
Major customer disclosure | ||||
Revenue | 8,142 | 4,170 | 23,601 | 22,031 |
Japan | ||||
Major customer disclosure | ||||
Revenue | 3,765 | 3,095 | 11,191 | 11,509 |
South Korea | ||||
Major customer disclosure | ||||
Revenue | 1,081 | 1,350 | 5,118 | 3,947 |
Europe | ||||
Major customer disclosure | ||||
Revenue | 1,963 | 661 | 4,847 | 2,294 |
Canada | ||||
Major customer disclosure | ||||
Revenue | $ 81 | $ 19 | $ 200 | $ 111 |
Marketable Securities (Details)
Marketable Securities (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2022 | Dec. 31, 2021 | |
Cash equivalents and marketable securities | ||
Maximum maturity period of available-for-sale securities (in years) | 3 years | |
Fair value | $ 146,288 | $ 398,119 |
Amortized cost | 150,680 | 399,182 |
Gross unrealized gains | 0 | 8 |
Gross unrealized losses | (4,392) | (1,071) |
Cash, cash equivalents and marketable securities | ||
Cash, fair value | 118,560 | 87,490 |
Cash, amortized cost | 118,560 | 87,490 |
Fair value | 264,848 | 485,609 |
Amortized cost | 269,240 | 486,672 |
Gross unrealized gains | 0 | 8 |
Gross unrealized losses | (4,392) | (1,071) |
Money market funds | ||
Cash equivalents and marketable securities | ||
Fair value | 16,159 | 7,402 |
Amortized cost | 16,159 | 7,402 |
Gross unrealized gains | 0 | 0 |
Gross unrealized losses | $ 0 | $ 0 |
Weighted rate of return (as a percentage) | 1.94% | 0.02% |
U.S. Government bonds and notes | ||
Cash equivalents and marketable securities | ||
Fair value | $ 66,680 | $ 102,812 |
Amortized cost | 68,954 | 103,113 |
Gross unrealized gains | 0 | 0 |
Gross unrealized losses | $ (2,274) | $ (301) |
Weighted rate of return (as a percentage) | 0.52% | 0.29% |
Corporate notes, bonds and commercial paper | ||
Cash equivalents and marketable securities | ||
Fair value | $ 63,449 | $ 287,905 |
Amortized cost | 65,567 | 288,667 |
Gross unrealized gains | 0 | 8 |
Gross unrealized losses | $ (2,118) | $ (770) |
Weighted rate of return (as a percentage) | 0.75% | 0.22% |
Marketable Securities (Details
Marketable Securities (Details 2) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Debt securities, available-for-sale | ||
Fair value | $ 146,288 | $ 398,119 |
Cash, fair value | 118,560 | 87,490 |
Cash, cash equivalents and marketable securities, fair value | 264,848 | 485,609 |
Cash equivalents | ||
Debt securities, available-for-sale | ||
Fair value | 22,999 | 20,401 |
Short-term marketable securities | ||
Debt securities, available-for-sale | ||
Fair value | $ 123,289 | $ 377,718 |
Marketable Securities (Detail_2
Marketable Securities (Details 3) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Debt securities, available-for-sale | ||
Less than 12 months, fair value | $ 85,936 | $ 338,605 |
Less than 12 months, gross unrealized losses | (2,356) | (1,071) |
12 months or greater, fair value | 44,193 | 0 |
12 months or greater, gross unrealized losses | (2,036) | 0 |
Fair value | 130,129 | 338,605 |
Gross unrealized losses | (4,392) | (1,071) |
U.S. Government bonds and notes | ||
Debt securities, available-for-sale | ||
Less than 12 months, fair value | 54,924 | 82,822 |
Less than 12 months, gross unrealized losses | (1,570) | (301) |
12 months or greater, fair value | 11,756 | 0 |
12 months or greater, gross unrealized losses | (704) | 0 |
Corporate notes, bonds and commercial paper | ||
Debt securities, available-for-sale | ||
Less than 12 months, fair value | 31,012 | 255,783 |
Less than 12 months, gross unrealized losses | (786) | (770) |
12 months or greater, fair value | 32,437 | 0 |
12 months or greater, gross unrealized losses | $ (1,332) | $ 0 |
Marketable Securities (Detail_3
Marketable Securities (Details 4) $ in Thousands | Sep. 30, 2022 USD ($) |
Contractual maturities | |
Contractual maturities, fair value, due less than one year | $ 84,954 |
Contractual maturities, fair value, due from one year through three years | 45,175 |
Contractual maturities, fair value | $ 130,129 |
Fair Value of Financial Instr_3
Fair Value of Financial Instruments (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Financial assets subject to fair value measurements and the necessary disclosures | ||
Fair value, available-for-sale securities | $ 146,288 | $ 398,119 |
Money market funds | ||
Financial assets subject to fair value measurements and the necessary disclosures | ||
Fair value, available-for-sale securities | 16,159 | 7,402 |
U.S. Government bonds and notes | ||
Financial assets subject to fair value measurements and the necessary disclosures | ||
Fair value, available-for-sale securities | 66,680 | 102,812 |
Corporate notes, bonds and commercial paper | ||
Financial assets subject to fair value measurements and the necessary disclosures | ||
Fair value, available-for-sale securities | 63,449 | 287,905 |
Recurring basis | ||
Financial assets subject to fair value measurements and the necessary disclosures | ||
Fair value, available-for-sale securities | 146,288 | 398,119 |
Recurring basis | Money market funds | ||
Financial assets subject to fair value measurements and the necessary disclosures | ||
Fair value, available-for-sale securities | 16,159 | 7,402 |
Recurring basis | U.S. Government bonds and notes | ||
Financial assets subject to fair value measurements and the necessary disclosures | ||
Fair value, available-for-sale securities | 66,680 | 102,812 |
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 | 63,449 | 287,905 |
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 | 16,159 | 7,402 |
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 | 16,159 | 7,402 |
Recurring basis | Quoted market prices in active markets (Level 1) | U.S. 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 | 130,129 | 390,717 |
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) | U.S. Government bonds and notes | ||
Financial assets subject to fair value measurements and the necessary disclosures | ||
Fair value, available-for-sale securities | 66,680 | 102,812 |
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 | 63,449 | 287,905 |
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) | U.S. 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) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Debt instrument | ||
Carrying value | $ 10,368 | $ 163,687 |
1.375% Convertible senior notes due 2023 | Convertible senior notes | ||
Debt instrument | ||
Face value | 10,381 | 172,500 |
Carrying value | 10,368 | 163,687 |
Fair value | $ 14,048 | $ 254,103 |
Fair Value of Financial Instr_5
Fair Value of Financial Instruments (Details Textual) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Equity security without readily determinable fair value | |||||
Gain on fair value of equity security | $ 3,547 | $ 0 | $ 3,547 | $ 0 | |
Change in fair value of earn-out liability | $ 2,411 | $ 0 | $ (1,889) | $ 0 | |
Private company | |||||
Equity security without readily determinable fair value | |||||
Equity method investment, ownership percentage | 25% | 25% | 25% | ||
Other assets | Private company | |||||
Equity security without readily determinable fair value | |||||
Equity method investment | $ 900 | $ 900 | $ 1,800 |
Leases, Operating Lease Maturit
Leases, Operating Lease Maturities (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Leases [Abstract] | ||
2022 (remaining three months) | $ 2,038 | |
2023 | 6,421 | |
2024 | 5,284 | |
2025 | 5,358 | |
2026 | 5,587 | |
Thereafter | 17,727 | |
Total minimum lease payments | 42,415 | |
Less: amount of lease payments representing interest | (6,887) | |
Present value of future minimum lease payments | 35,528 | |
Operating lease liabilities | 5,435 | $ 5,992 |
Long-term operating lease liabilities | $ 30,093 | $ 29,099 |
Leases, Additional Details (Det
Leases, Additional Details (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Lessee, lease, description | ||||
Operating lease, weighted-average remaining lease term | 7 years 2 months 12 days | 7 years 2 months 12 days | ||
Operating lease, weighted-average discount rate (as a percentage) | 5.30% | 5.30% | ||
Operating lease costs | $ 1.9 | $ 1.9 | $ 5.6 | $ 5.6 |
Operating lease payments | $ 6.7 | $ 6.4 | ||
Minimum | ||||
Lessee, lease, description | ||||
Lessee, operating lease, remaining lease term | 1 year | 1 year | ||
Maximum | ||||
Lessee, lease, description | ||||
Lessee, operating lease, remaining lease term | 8 years | 8 years |
Convertible Notes (Details)
Convertible Notes (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Debt instrument | ||
Total convertible notes | $ 10,368 | $ 163,687 |
1.375% Convertible senior notes due 2023 | Convertible senior notes | ||
Debt instrument | ||
Face value | 10,381 | 172,500 |
Unamortized discount | 0 | (8,266) |
Unamortized debt issuance costs | (13) | (547) |
Total convertible notes | 10,368 | 163,687 |
Less current portion | 10,368 | 163,687 |
Total long-term convertible notes | $ 0 | $ 0 |
Convertible Notes (Details 2)
Convertible Notes (Details 2) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Interest expense related to notes | ||||
Amortization of discount and debt issuance costs | $ 197 | $ 5,702 | ||
Interest expense | $ 437 | $ 2,672 | $ 1,390 | $ 7,969 |
1.375% Convertible senior notes due 2023 | Convertible senior notes | ||||
Interest expense related to notes | ||||
Convertible notes, stated interest rate (as a percentage) | 1.375% | 1.375% | 1.375% | 1.375% |
Coupon interest expense | $ 90 | $ 593 | $ 575 | $ 1,779 |
Amortization of discount and debt issuance costs | 33 | 1,927 | 184 | 5,702 |
Interest expense | $ 123 | $ 2,520 | $ 759 | $ 7,481 |
Convertible Notes (Details Text
Convertible Notes (Details Textual) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||||||||||
Aug. 25, 2022 $ / shares | Aug. 11, 2022 USD ($) | Apr. 01, 2022 USD ($) | Mar. 31, 2022 USD ($) | Mar. 02, 2022 USD ($) | Mar. 29, 2022 $ / shares | Sep. 30, 2022 USD ($) D | Mar. 31, 2022 USD ($) D | Dec. 31, 2021 D | Sep. 30, 2021 USD ($) | Sep. 30, 2022 USD ($) | Sep. 30, 2021 USD ($) | ||
Debt instrument | |||||||||||||
Loss on extinguishment of debt | $ (17,129) | $ 0 | $ (83,626) | $ 0 | |||||||||
Loss on fair value adjustment of derivatives, net | (2,302) | $ 0 | (10,585) | 0 | |||||||||
Proceeds from retirement of convertible senior note hedges | 19,300 | $ 72,400 | 91,729 | 0 | |||||||||
Payments for retirement of warrants | (14,400) | $ (55,100) | (69,528) | $ 0 | |||||||||
1.375% Convertible senior notes due 2023 | Convertible senior notes | |||||||||||||
Debt instrument | |||||||||||||
Repurchased convertible debt, face amount | [1] | 162,100 | 162,100 | ||||||||||
Loss on fair value adjustment of derivatives, net | $ (2,300) | $ (10,600) | |||||||||||
Debt instrument, convertible, threshold percentage of stock price trigger | 130% | 130% | 130% | ||||||||||
Debt instrument, convertible, threshold trading days | 20 | 20 | 20 | ||||||||||
Debt instrument, convertible, threshold consecutive trading days | D | 30 | 30 | 30 | ||||||||||
1.375% Convertible senior notes due 2023 | Convertible senior notes | 2023 Notes Partial Repurchase, first quarter 2022 | |||||||||||||
Debt instrument | |||||||||||||
Repayments of convertible debt | $ 174,500 | $ 199,100 | |||||||||||
Repurchased convertible debt, face amount | $ 107,900 | $ 123,100 | $ 107,900 | ||||||||||
Volume weighted average price | $ / shares | $ 29.6789 | ||||||||||||
Loss on extinguishment of debt | (66,500) | ||||||||||||
Loss on fair value adjustment of derivatives, net | $ (8,300) | ||||||||||||
1.375% Convertible senior notes due 2023 | Convertible senior notes | 2023 Notes Partial Repurchase, third quarter 2022 | |||||||||||||
Debt instrument | |||||||||||||
Repayments of convertible debt | $ 58,900 | ||||||||||||
Repurchased convertible debt, face amount | $ 39,000 | ||||||||||||
Volume weighted average price | $ / shares | $ 27.8456 | ||||||||||||
Loss on extinguishment of debt | $ (17,100) | ||||||||||||
Loss on fair value adjustment of derivatives, net | $ (2,300) | ||||||||||||
1.375% Convertible senior notes due 2023 | Convertible senior notes | Remainder of 2023 Notes Partial Repurchase | 2023 Notes Partial Repurchase, first quarter 2022 | |||||||||||||
Debt instrument | |||||||||||||
Repayments of convertible debt | $ 24,600 | ||||||||||||
Repurchased convertible debt, face amount | $ 15,200 | ||||||||||||
[1]During the nine months ended September 30, 2022, the Company repurchased $162.1 million of the aggregate principal amount of its 2023 Notes. Refer to Note 10, “Convertible Notes.” |
Commitments and Contingencies_2
Commitments and Contingencies (Details) $ in Thousands | 9 Months Ended | |
Sep. 30, 2022 USD ($) | ||
Contractual obligations | ||
Remainder of 2022 | $ 4,271 | [1],[2],[3] |
2023 | 27,118 | [1],[2],[3] |
2024 | 14,921 | [1],[2],[3] |
2025 | 6,030 | [1],[2],[3] |
2026 | 0 | [1],[2],[3] |
Total contractual obligation | 52,340 | [1],[2],[3] |
Unrecognized tax benefit excluding foreign tax withholdings | 21,600 | [3] |
1.375% Convertible senior notes due 2023 | Convertible senior notes | ||
Contractual obligations | ||
Repurchased convertible debt, face amount | 162,100 | [4] |
Software licenses | ||
Contractual obligations | ||
Remainder of 2022 | 4,271 | [1],[2],[3],[5] |
2023 | 14,166 | [1],[2],[3],[5] |
2024 | 12,421 | [1],[2],[3],[5] |
2025 | 5,688 | [1],[2],[3],[5] |
2026 | 0 | [1],[2],[3],[5] |
Total contractual obligation | $ 36,546 | [1],[2],[3],[5] |
Terms of noncancellable license agreements, minimum (in years) | 1 year | [5] |
Software licenses | Engineering development tools | Other current liabilities | ||
Contractual obligations | ||
Total contractual obligation | $ 9,100 | [5] |
Software licenses | Engineering development tools | Other long-term liabilities | ||
Contractual obligations | ||
Total contractual obligation | 17,200 | [5] |
Acquisition retention bonuses | ||
Contractual obligations | ||
Remainder of 2022 | 0 | [1],[2],[3],[6] |
2023 | 2,500 | [1],[2],[3],[6] |
2024 | 2,500 | [1],[2],[3],[6] |
2025 | 342 | [1],[2],[3],[6] |
2026 | 0 | [1],[2],[3],[6] |
Total contractual obligation | 5,342 | [1],[2],[3],[6] |
Convertible senior notes | ||
Contractual obligations | ||
Remainder of 2022 | 0 | [1],[2],[3],[4] |
2023 | 10,381 | [1],[2],[3],[4] |
2024 | 0 | [1],[2],[3],[4] |
2025 | 0 | [1],[2],[3],[4] |
2026 | 0 | [1],[2],[3],[4] |
Total contractual obligation | 10,381 | [1],[2],[3],[4] |
Interest payments related to convertible notes | ||
Contractual obligations | ||
Remainder of 2022 | 0 | [1],[2],[3] |
2023 | 71 | [1],[2],[3] |
2024 | 0 | [1],[2],[3] |
2025 | 0 | [1],[2],[3] |
2026 | 0 | [1],[2],[3] |
Total contractual obligation | $ 71 | [1],[2],[3] |
[1]For the Company’s lease commitments as of September 30, 2022, refer to Note 9, “Leases.”[2]The Company’s other contractual obligations as of September 30, 2022 were not material.[3]The above table does not reflect possible payments in connection with unrecognized tax benefits of approximately $21.6 million, including $19.7 million recorded as a reduction of long-term deferred tax assets and $1.9 million in long-term income taxes payable as of September 30, 2022. 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.[4]During the nine months ended September 30, 2022, the Company repurchased $162.1 million of the aggregate principal amount of its 2023 Notes. Refer to Note 10, “Convertible Notes.”[5]The Company has commitments with various software vendors for agreements generally having terms longer than one year. During the second quarter of 2022, the Company renewed a software license agreement for engineering development tools, which is included in the table above. As of September 30, 2022, approximately $9.1 million of the fair value of this software license was included in other current liabilities and $17.2 million was included in other long-term liabilities, in the accompanying unaudited condensed consolidated balance sheet.[6]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, the acquisitions of AnalogX and PLDA in the third quarter of 2021, and the acquisition of Hardent in the second quarter of 2022, 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, 2022 | ||
Stock compensation plan | ||
Shares available for grant | ||
Shares available, at the beginning of the year | 10,492,178 | |
Nonvested equity stock and stock units granted (in shares) | [1],[2] | (3,939,753) |
Nonvested equity stock and stock units forfeited (in shares) | [2] | 1,170,793 |
Shares available, at the end of the period | 7,723,218 | |
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) | 600,000 | |
[1]Amount includes approximately 0.6 million shares that have been reserved for potential future issuance related to certain performance unit awards granted in the first and third quarters of 2022 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, 2022 USD ($) $ / shares shares | |
Number of shares | |
Outstanding, at the beginning of the period | shares | 549,581 |
Options exercised | shares | (83,100) |
Outstanding, at the end of the period | shares | 466,481 |
Vested or expected to vest at the end of the period | shares | 466,405 |
Options exercisable at the end of the period | shares | 444,814 |
Weighted-average exercise price | |
Outstanding at the beginning of the period | $ / shares | $ 10.71 |
Options exercised | $ / shares | 6.59 |
Outstanding at the end of the period | $ / shares | 11.45 |
Vested or expected to vest at the end of the period | $ / shares | 11.45 |
Options exercisable at the end of the period | $ / shares | $ 11.36 |
Weighted-average remaining contractual term (in years) | |
Outstanding | 3 years 11 months 23 days |
Vested or expected to vest | 3 years 11 months 23 days |
Options exercisable | 3 years 9 months 29 days |
Aggregate intrinsic value | |
Outstanding | $ | $ 6,518 |
Vested or expected to vest | $ | 6,517 |
Options exercisable | $ | $ 6,255 |
Equity Incentive Plans and St_5
Equity Incentive Plans and Stock-Based Compensation (Details 3) - Nonvested equity stock units and stock units - $ / shares | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Nonvested equity stock and stock units | ||||
Nonvested at the beginning of the period (in shares) | 4,718,385 | |||
Granted (in shares) | 500,000 | 200,000 | 2,226,335 | 2,200,000 |
Vested (in shares) | (1,760,978) | |||
Forfeited (in shares) | (418,366) | |||
Nonvested at the end of the period (in shares) | 4,765,376 | 4,765,376 | ||
Weighted-average grant-date fair value | ||||
Nonvested at the beginning of the period (in dollars per share) | $ 16.62 | |||
Granted (in dollars per share) | 27.80 | |||
Vested (in dollars per share) | 14.33 | |||
Forfeited (in dollars per share) | 20.34 | |||
Nonvested at the end of the period (in dollars per share) | $ 22.37 | $ 22.37 |
Equity Incentive Plans and St_6
Equity Incentive Plans and Stock-Based Compensation (Details Textual) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Employee stock purchase plan | ||||
Stock-based compensation | ||||
Shares available for issuance | 2,700,000 | 2,700,000 | ||
Discount from market price specific date | 15% | |||
Stock-based compensation expense | $ 0.4 | $ 0.3 | $ 1.2 | $ 1.1 |
Unrecognized compensation cost | 0.1 | $ 0.1 | ||
Unrecognized compensation cost, weighted-average period | 1 month | |||
Employee stock purchase plan, shares issued during period | 161,254 | 263,933 | ||
Employee Stock Purchase Plans, Weighted Average Price Per Share | $ 19.97 | $ 11.58 | ||
Options | ||||
Stock-based compensation | ||||
Stock-based compensation expense | 0.1 | $ 0.2 | ||
Unrecognized compensation cost | 0.2 | $ 0.2 | ||
Unrecognized compensation cost, weighted-average period | 1 year | |||
Nonvested equity stock units and stock units | ||||
Stock-based compensation | ||||
Stock-based compensation expense | 8.5 | $ 7.1 | $ 24 | $ 20 |
Unrecognized compensation cost | $ 69.4 | $ 69.4 | ||
Unrecognized compensation cost, weighted-average period | 2 years 3 months 18 days | |||
Awards, nonvested grants in period, shares | 500,000 | 200,000 | 2,226,335 | 2,200,000 |
Awards, nonvested requisite service period | 4 years | 4 years | 4 years | 4 years |
Awards, nonvested grants in period, fair value | $ 12.8 | $ 5.5 | $ 61.8 | $ 46.9 |
Nonvested equity stock units and stock units | Director | ||||
Stock-based compensation | ||||
Awards, nonvested requisite service period | 1 year | 1 year | 1 year | 1 year |
Nonvested equity stock units and stock units | Minimum | ||||
Stock-based compensation | ||||
Awards, vesting rights (as a percentage) | 0% | 0% | ||
Nonvested equity stock units and stock units | Maximum | ||||
Stock-based compensation | ||||
Awards, vesting rights (as a percentage) | 200% | 200% |
Stockholders' Equity (Details)
Stockholders' Equity (Details) - 2020 Share repurchase program - shares | Sep. 30, 2022 | 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 | 9,800,000 |
Stockholders' Equity (Details 2
Stockholders' Equity (Details 2) - USD ($) $ in Thousands, shares in Millions | 3 Months Ended | 9 Months Ended | |||||
Sep. 30, 2022 | Dec. 31, 2021 | Sep. 30, 2021 | Jun. 30, 2021 | Dec. 31, 2020 | Sep. 30, 2022 | Sep. 30, 2021 | |
Accelerated share repurchases | |||||||
Repurchase and retirement of common stock under repurchase program | $ 100,412 | $ 13 | $ 100,412 | $ 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 (in 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 (in shares) | (0.4) | (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 | ||||||
2022 Accelerated share repurchase program | |||||||
Accelerated share repurchases | |||||||
Accelerated share repurchase program, upfront payment | $ 100,000 | ||||||
Repurchase and retirement of common stock under repurchase program (in shares) | (3.1) | ||||||
Repurchase and retirement of common stock under repurchase program | $ (80,000) | ||||||
Remaining initial payment, unsettled forward contract indexed to Company's stock | $ 20,000 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Income Tax Disclosure [Abstract] | ||||
Provision for income taxes | $ 2,501 | $ 1,073 | $ 5,945 | $ 3,201 |
Income taxes paid | $ 5,500 | $ 5,000 | $ 15,800 | $ 15,400 |
Income Taxes (Details 2)
Income Taxes (Details 2) - USD ($) $ in Millions | Sep. 30, 2022 | Dec. 31, 2021 |
Valuation allowance | ||
Unrecognized tax benefits | $ 161 | $ 146.2 |
Portion of unrecognized tax benefits, which if recognized, would be recorded as an income tax benefit | 1.9 | |
Long-term deferred tax assets | ||
Valuation allowance | ||
Unrecognized tax benefits | 19.7 | 18.9 |
Other assets | Foreign tax authority | National Tax Services | ||
Valuation allowance | ||
Unrecognized tax benefits | 139.4 | 126.1 |
Long-term income taxes payable | ||
Valuation allowance | ||
Unrecognized tax benefits | $ 1.9 | $ 1.3 |
Acquisition (Consideration Tran
Acquisition (Consideration Transferred) (Details) - Hardent, Inc. $ in Thousands | May 20, 2022 USD ($) |
Business acquisition | |
Total consideration | $ 16,100 |
Total consideration transferred | 14,700 |
Indemnification obligations | |
Business acquisition | |
Escrow deposits | $ 1,200 |
Escrow release term | 18 months |
Other contractual provisions | |
Business acquisition | |
Escrow deposits | $ 200 |
Acquisition (Purchase Price All
Acquisition (Purchase Price Allocation) (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | May 20, 2022 | Dec. 31, 2021 |
Business acquisition | |||
Goodwill | $ 292,038 | $ 278,810 | |
Hardent, Inc. | |||
Business acquisition | |||
Cash and cash equivalents | $ 209 | ||
Accounts receivables | 1,088 | ||
Unbilled receivables | 239 | ||
Prepaid expenses and other current assets | 16 | ||
Identified intangible assets | 5,000 | ||
Goodwill | 12,069 | ||
Accounts payable | (55) | ||
Deferred revenue | (578) | ||
Income taxes payable | (466) | ||
Deferred tax liability | (1,325) | ||
Other current liabilities | (56) | ||
Recognized identifiable assets acquired and liabilities assumed, net | $ 16,141 |
Acquisition (Intangible Assets
Acquisition (Intangible Assets Acquired as Part of Business Combination) (Details) - USD ($) $ in Thousands | 9 Months Ended | |
May 20, 2022 | Sep. 30, 2022 | |
Existing technology | ||
Identified intangible assets assumed in the acquisitions | ||
Identified intangible assets assumed, useful life (in years) | 5 years | |
Hardent, Inc. | ||
Identified intangible assets assumed in the acquisitions | ||
Identified intangible assets assumed | $ 5,000 | |
Hardent, Inc. | Existing technology | ||
Identified intangible assets assumed in the acquisitions | ||
Identified intangible assets assumed | $ 4,800 | |
Identified intangible assets assumed, useful life (in years) | 5 years | |
Hardent, Inc. | Customer contracts and contractual relationships | ||
Identified intangible assets assumed in the acquisitions | ||
Identified intangible assets assumed | $ 200 | |
Identified intangible assets assumed, useful life (in years) | 2 years |
Acquisition (Pro Forma Informat
Acquisition (Pro Forma Information) (Details) - Hardent, Inc. - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Pro forma financial information, nonrecurring adjustment | ||||
Pro forma financial information, revenue | $ 112,244 | $ 83,057 | $ 335,485 | $ 242,354 |
Pro forma financial information, net income (loss) | $ 1,170 | $ 4,355 | $ (29,228) | $ 12,633 |
Acquisition (Additional Informa
Acquisition (Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2022 | May 20, 2022 | ||
Business acquisition | ||||
Contractual obligation | [1],[2],[3] | $ 52,340 | $ 52,340 | |
Acquisition retention bonuses | ||||
Business acquisition | ||||
Contractual obligation | [1],[2],[3],[4] | 5,342 | 5,342 | |
Hardent, Inc. | ||||
Business acquisition | ||||
Acquisition-related costs | 1,200 | 1,200 | ||
Hardent, Inc. | Acquisition-related costs | ||||
Business acquisition | ||||
Pro forma financial information, adjustment, acquisition-related costs | $ 200 | $ 1,200 | ||
Hardent, Inc. | Acquisition retention bonuses | Annually | ||||
Business acquisition | ||||
Contractual obligation | $ 1,200 | |||
[1]For the Company’s lease commitments as of September 30, 2022, refer to Note 9, “Leases.”[2]The Company’s other contractual obligations as of September 30, 2022 were not material.[3]The above table does not reflect possible payments in connection with unrecognized tax benefits of approximately $21.6 million, including $19.7 million recorded as a reduction of long-term deferred tax assets and $1.9 million in long-term income taxes payable as of September 30, 2022. 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.[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, the acquisitions of AnalogX and PLDA in the third quarter of 2021, and the acquisition of Hardent in the second quarter of 2022, the Company is obligated to pay retention bonuses to certain employees subject to certain eligibility and acceleration provisions, including the condition of employment. |
Subsequent Events (Details)
Subsequent Events (Details) | Oct. 31, 2022 |
Subsequent event | |
Subsequent event | |
Revenue from contract with customer, renewal of contract, term | 10 years |