Cover Page
Cover Page | 9 Months Ended |
Sep. 30, 2023 shares | |
Cover [Abstract] | |
Document Type | 10-Q |
Document Quarterly Report | true |
Document Period End Date | Sep. 30, 2023 |
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, $.001 Par Value |
Trading Symbol | RMBS |
Security Exchange Name | NASDAQ |
Entity Current Reporting Status | Yes |
Entity Interactive Data Current | Yes |
Entity Filer Category | Large Accelerated Filer |
Entity Small Business | false |
Entity Emerging Growth Company | false |
Entity Shell Company | false |
Entity Common Stock, Shares Outstanding | 107,509,241 |
Entity Central Index Key | 0000917273 |
Current Fiscal Year End Date | --12-31 |
Document Fiscal Year Focus | 2023 |
Document Fiscal Period Focus | Q3 |
Amendment Flag | false |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Current assets: | ||
Cash and cash equivalents | $ 131,957 | $ 125,334 |
Marketable securities | 243,588 | 187,892 |
Accounts receivable | 65,101 | 55,368 |
Unbilled receivables | 64,252 | 125,698 |
Inventories | 34,615 | 20,900 |
Prepaids and other current assets | 11,112 | 12,022 |
Total current assets | 550,625 | 527,214 |
Intangible assets, net | 32,015 | 50,880 |
Goodwill | 286,812 | 292,040 |
Property, plant and equipment, net | 73,466 | 86,255 |
Operating lease right-of-use assets | 20,964 | 24,143 |
Unbilled receivables | 3,479 | 25,222 |
Deferred tax assets | 131,020 | 3,031 |
Income taxes receivable | 84,487 | 1,064 |
Other assets | 1,463 | 2,745 |
Total assets | 1,184,331 | 1,012,594 |
Current liabilities: | ||
Accounts payable | 15,682 | 24,815 |
Accrued salaries and benefits | 13,076 | 20,502 |
Convertible notes | 0 | 10,378 |
Deferred revenue | 17,459 | 23,861 |
Income taxes payable | 8,638 | 18,137 |
Operating lease liabilities | 4,174 | 5,024 |
Other current liabilities | 25,167 | 23,992 |
Total current liabilities | 84,196 | 126,709 |
Long-term operating lease liabilities | 26,117 | 29,079 |
Long-term income taxes payable | 77,655 | 5,892 |
Deferred tax liabilities | 5,819 | 24,964 |
Other long-term liabilities | 34,978 | 46,653 |
Total liabilities | 228,765 | 233,297 |
Commitments and contingencies (Notes 8, 10 and 14) | ||
Stockholders’ equity: | ||
Convertible preferred stock, $.001 par value: Authorized: 5,000,000 shares; Issued and outstanding: no shares at September 30, 2023 and December 31, 2022 | 0 | 0 |
Common stock, $.001 par value: Authorized: 500,000,000 shares; Issued and outstanding: 107,509,241 shares at September 30, 2023 and 107,610,356 shares at December 31, 2022 | 108 | 108 |
Additional paid-in capital | 1,301,905 | 1,297,408 |
Accumulated deficit | (344,079) | (513,256) |
Accumulated other comprehensive loss | (2,368) | (4,963) |
Total stockholders’ equity | 955,566 | 779,297 |
Total liabilities and stockholders’ equity | $ 1,184,331 | $ 1,012,594 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Sep. 30, 2023 | Dec. 31, 2022 |
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 | 107,509,241 | 107,610,356 |
Common stock, outstanding shares | 107,509,241 | 107,610,356 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Revenue | ||||
Revenue | $ 105,298 | $ 112,244 | $ 338,892 | $ 332,426 |
Cost of revenue | ||||
Cost of product revenue | 19,388 | 21,953 | 64,554 | 60,767 |
Cost of contract and other revenue | 1,295 | 1,455 | 4,280 | 3,053 |
Amortization of acquired intangible assets | 3,349 | 3,576 | 10,472 | 10,375 |
Cost of revenue | 24,032 | 26,984 | 79,306 | 74,195 |
Gross profit | 81,266 | 85,260 | 259,586 | 258,231 |
Operating expenses: | ||||
Research and development | 37,368 | 39,295 | 120,842 | 118,648 |
Sales, general and administrative | 25,333 | 26,198 | 82,484 | 79,409 |
Amortization of acquired intangible assets | 258 | 433 | 1,022 | 1,259 |
Restructuring and other charges (benefit) | (100) | 0 | 9,394 | 0 |
Gain on divestiture | (90,843) | 0 | (90,843) | 0 |
Impairment of assets | 10,045 | 0 | 10,045 | 0 |
Change in fair value of earn-out liability | (5,666) | 2,411 | 8,134 | (1,889) |
Total operating expenses (benefits) | (23,605) | 68,337 | 141,078 | 197,427 |
Operating income | 104,871 | 16,923 | 118,508 | 60,804 |
Interest income and other income (expense), net | 2,715 | 2,838 | 7,112 | 6,936 |
Gain on fair value of equity security | 0 | 3,547 | 0 | 3,547 |
Loss on extinguishment of debt | 0 | (17,129) | 0 | (83,626) |
Loss on fair value adjustment of derivatives, net | 0 | (2,302) | (240) | (10,585) |
Interest expense | (356) | (437) | (1,113) | (1,390) |
Interest and other income (expense), net | 2,359 | (13,483) | 5,759 | (85,118) |
Income (loss) before income taxes | 107,230 | 3,440 | 124,267 | (24,314) |
Provision for (benefit from) income taxes | 4,032 | 2,501 | (151,092) | 5,945 |
Net income (loss) | $ 103,198 | $ 939 | $ 275,359 | $ (30,259) |
Net income (loss) per share: | ||||
Basic net income (loss) per share | $ 0.95 | $ 0.01 | $ 2.54 | $ (0.27) |
Diluted net income (loss) per share | $ 0.93 | $ 0.01 | $ 2.48 | $ (0.27) |
Weighted-average shares used in per share calculation: | ||||
Basic (in shares) | 108,317 | 109,968 | 108,412 | 110,102 |
Diluted (in shares) | 110,775 | 111,962 | 111,179 | 110,102 |
Product revenue | ||||
Revenue | ||||
Revenue | $ 52,181 | $ 58,619 | $ 170,934 | $ 159,890 |
Royalties | ||||
Revenue | ||||
Revenue | 28,857 | 29,878 | 97,698 | 108,380 |
Contract and other revenue | ||||
Revenue | ||||
Revenue | $ 24,260 | $ 23,747 | $ 70,260 | $ 64,156 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Statement of Comprehensive Income [Abstract] | ||||
Net income (loss) | $ 103,198 | $ 939 | $ 275,359 | $ (30,259) |
Other comprehensive income (loss): | ||||
Foreign currency translation adjustment | (166) | (1,018) | 164 | (1,987) |
Unrealized gain (loss) on marketable securities, net of tax | 827 | (12) | 2,431 | (3,329) |
Total comprehensive income (loss) | $ 103,859 | $ (91) | $ 277,954 | $ (35,575) |
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, 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 gain (loss) on marketable securities, net of tax | (3,329) | (3,329) | ||||||
Issuance of common stock upon exercise of options, equity stock and employee stock purchase plan, net of withholding taxes (in shares) | 1,322 | |||||||
Issuance of common stock upon exercise of options, equity stock and employee stock purchase plan, net of withholding taxes | (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 | ||||||
Issuance of common stock in connection with the payment of Year 1 earn-out related to the PLDA acquisition | 0 | |||||||
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 gain (loss) on marketable securities, net of tax | (12) | (12) | ||||||
Issuance of common stock upon exercise of options, equity stock and employee stock purchase plan, net of withholding taxes (in shares) | 86 | |||||||
Issuance of common stock upon exercise of options, equity stock and employee stock purchase plan, net of withholding taxes | (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 | |||||
Balance (in shares) at Dec. 31, 2022 | 107,610 | |||||||
Balance at Dec. 31, 2022 | 779,297 | $ 108 | 1,297,408 | (513,256) | (4,963) | |||
Increase (Decrease) in Stockholders' Equity | ||||||||
Net income (loss) | 275,359 | 275,359 | ||||||
Foreign currency translation adjustment | 164 | 164 | ||||||
Unrealized gain (loss) on marketable securities, net of tax | 2,431 | 2,431 | ||||||
Issuance of common stock upon exercise of options, equity stock and employee stock purchase plan, net of withholding taxes (in shares) | 1,556 | |||||||
Issuance of common stock upon exercise of options, equity stock and employee stock purchase plan, net of withholding taxes | (30,203) | $ 1 | (30,204) | |||||
Repurchase and retirement of common stock under repurchase program (in shares) | (1,855) | |||||||
Repurchase and retirement of common stock under repurchase program | (100,524) | $ (1) | (5,781) | (94,742) | ||||
Stock-based compensation | 34,477 | 34,477 | ||||||
Issuance of common stock in connection with the payment of Year 1 earn-out related to the PLDA acquisition (in shares) | 198 | |||||||
Issuance of common stock in connection with the payment of Year 1 earn-out related to the PLDA acquisition | 5,022 | 5,022 | ||||||
Issuance of common stock in connection with the maturity of the convertible senior notes related to the settlement of the in-the-money conversion feature of the convertible senior notes (in shares) | 284 | |||||||
Exercise of the convertible senior note hedges in conjunction with the conversion of convertible senior notes (in shares) | (284) | |||||||
Exercise of the convertible senior note hedges in conjunction with the conversion of convertible senior notes | 11,440 | (11,440) | ||||||
Retirement of warrants | (10,457) | (10,457) | ||||||
Balance (in shares) at Sep. 30, 2023 | 107,509 | |||||||
Balance at Sep. 30, 2023 | 955,566 | $ 108 | 1,301,905 | (344,079) | (2,368) | |||
Balance (in shares) at Jun. 30, 2023 | 109,131 | |||||||
Balance at Jun. 30, 2023 | 945,558 | $ 109 | 1,301,013 | (352,535) | (3,029) | |||
Increase (Decrease) in Stockholders' Equity | ||||||||
Net income (loss) | 103,198 | 103,198 | ||||||
Foreign currency translation adjustment | (166) | (166) | ||||||
Unrealized gain (loss) on marketable securities, net of tax | 827 | 827 | ||||||
Issuance of common stock upon exercise of options, equity stock and employee stock purchase plan, net of withholding taxes (in shares) | 233 | |||||||
Issuance of common stock upon exercise of options, equity stock and employee stock purchase plan, net of withholding taxes | (3,366) | (3,366) | ||||||
Repurchase and retirement of common stock under repurchase program (in shares) | (1,855) | |||||||
Repurchase and retirement of common stock under repurchase program | (100,524) | $ (1) | (5,781) | (94,742) | ||||
Stock-based compensation | 10,039 | 10,039 | ||||||
Balance (in shares) at Sep. 30, 2023 | 107,509 | |||||||
Balance at Sep. 30, 2023 | $ 955,566 | $ 108 | $ 1,301,905 | $ (344,079) | $ (2,368) |
CONDENSED CONSOLIDATED STATEM_4
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Cash flows from operating activities: | ||
Net income (loss) | $ 275,359 | $ (30,259) |
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | ||
Stock-based compensation | 34,477 | 25,286 |
Depreciation | 26,608 | 23,107 |
Amortization of intangible assets | 11,494 | 11,634 |
Loss on extinguishment of debt | 0 | 83,626 |
Loss on fair value adjustment of derivatives, net | 240 | 10,585 |
Impairment of assets | 10,045 | 0 |
Gain on divestiture | (90,843) | 0 |
Deferred income taxes | (147,144) | 1,680 |
Gain on fair value of equity security | 0 | (3,547) |
Change in fair value of earn-out liability | 8,134 | (1,889) |
Other | 649 | 2,187 |
Change in operating assets and liabilities, net of effects of acquisition/disposition: | ||
Accounts receivable | (10,984) | 6,689 |
Unbilled receivables | 81,418 | 78,914 |
Prepaids and other current assets | 785 | 984 |
Inventories | (13,715) | (5,679) |
Income taxes receivable | (83,423) | 202 |
Accounts payable | (7,436) | 8,682 |
Accrued salaries and benefits and other liabilities | (7,596) | (10,811) |
Income taxes payable | 61,736 | (15,352) |
Deferred revenue | (4,783) | (1,709) |
Operating lease liabilities | (4,085) | (5,226) |
Net cash provided by operating activities | 140,936 | 179,104 |
Cash flows from investing activities: | ||
Purchases of property, plant, and equipment | (22,454) | (12,650) |
Acquisition of intangible assets | 0 | (3,000) |
Purchases of marketable securities | (298,289) | (80,969) |
Maturities of marketable securities | 127,467 | 53,358 |
Proceeds from sales of marketable securities | 117,798 | 276,687 |
Proceeds from divestiture | 106,347 | 0 |
Acquisition of business, net of cash acquired | 0 | (15,932) |
Net cash provided by investing activities | 30,869 | 217,494 |
Cash flows from financing activities: | ||
Proceeds received from issuance of common stock under employee stock plans | 6,453 | 3,775 |
Payments of taxes on restricted stock units | (36,656) | (17,454) |
Payments under installment payment arrangements | (11,323) | (10,472) |
Payments for settlement and repurchase of convertible senior notes | (10,381) | (258,060) |
Proceeds from retirement of convertible senior note hedges | 0 | 91,729 |
Payments for settlement of warrants | (10,697) | (69,528) |
Payment of deferred purchase consideration from acquisition | (2,450) | 0 |
Repurchase and retirement of common stock, including prepayment under accelerated share repurchase program | (100,325) | (100,412) |
Net cash used in financing activities | (165,379) | (360,422) |
Effect of exchange rate changes on cash and cash equivalents | (163) | (2,519) |
Net increase in cash, cash equivalents and restricted cash | 6,263 | 33,657 |
Cash, cash equivalents and restricted cash at beginning of period | 125,694 | 108,264 |
Cash, cash equivalents and restricted cash at end of period | 131,957 | 141,921 |
Non-cash investing and financing activities during the period: | ||
Property, plant and equipment received and accrued in accounts payable and other liabilities | 26,013 | 32,540 |
Issuance of common stock in connection with the payment of year 1 earn-out related to the PLDA Group acquisition | 5,022 | 0 |
Operating lease right-of-use assets obtained in exchange for operating lease obligations | $ 273 | $ 5,663 |
CONDENSED CONSOLIDATED STATEM_5
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Parenthetical) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Cash, cash equivalents and restricted cash | ||
Cash and cash equivalents | $ 131,958 | $ 125,338 |
Restricted cash | 0 | 360 |
Cash, cash equivalents, and restricted cash | $ 131,957 | $ 125,694 |
Basis of Presentation
Basis of Presentation | 9 Months Ended |
Sep. 30, 2023 | |
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 (“GAAP”) 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, 2022. Reclassifications Certain prior-year balances were reclassified to conform to the current year’s presentation. None of these reclassifications had an impact on reported net income (loss) or cash flows for any of the periods presented. |
Revenue Recognition
Revenue Recognition | 9 Months Ended |
Sep. 30, 2023 | |
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, 2023. The Company’s contract balances were as follows: As of (In thousands) September 30, 2023 December 31, 2022 Unbilled receivables $ 67,731 $ 150,920 Deferred revenue 18,336 25,421 During the nine months ended September 30, 2023, the Company recognized $19.3 million of revenue that was included in the contract balances as of December 31, 2022. 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. 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 $20.0 million as of September 30, 2023, 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, 2023 | |
Earnings Per Share [Abstract] | |
Earnings (Loss) Per Share | Earnings (Loss) Per ShareBasic 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, or the if-converted method for the in-the-money conversion feature of the 2023 Notes. This method includes consideration of the amounts to be paid by the employees, the amount of excess tax benefits that would be recognized in the equity if the instrument was exercised 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) 2023 2022 2023 2022 Net income (loss) per share: Numerator: Net income (loss) $ 103,198 $ 939 $ 275,359 $ (30,259) Denominator: Weighted-average shares outstanding - basic 108,317 109,968 108,412 110,102 Effect of potentially dilutive common shares 2,458 1,994 2,767 — Weighted-average shares outstanding - diluted 110,775 111,962 111,179 110,102 Basic net income (loss) per share $ 0.95 $ 0.01 $ 2.54 $ (0.27) Diluted net income (loss) per share $ 0.93 $ 0.01 $ 2.48 $ (0.27) During the nine months ended September 30, 2022, the following potentially dilutive securities were excluded from the calculation of diluted net loss per share attributable to the Company’s common stockholders because the impact of including them would have been anti-dilutive (in thousands): Nine Months Ended September 30, (In thousands) 2022 Stock options 274 Restricted stock units 1,951 Potentially issuable shares related to the in-the-money conversion feature of convertible notes 146 Contingently issuable ESPP shares 12 Total 2,383 The shares in the tables above did not include the principal amount of the Company’s 2023 Notes (“the 2023 Notes”) as the principal amount of the 2023 Notes must be paid in cash. The Company settled the conversion of the remaining $10.4 million aggregate principal amount of the 2023 Notes in the first quarter of 2023. Accordingly, the Company delivered approximately 0.3 million shares of the Company's common stock as settlement related to the in-the-money conversion feature of the 2023 Notes and received an equal amount of shares due to the settlement of the convertible senior note hedges. The Company included dilutive instruments exercised during the period in the denominator of diluted earnings (loss) per share for the period prior to exercise, and thereafter, the Company included the actual shares issued in the denominator for both basic and diluted earnings (loss) per share . |
Intangible Assets and Goodwill
Intangible Assets and Goodwill | 9 Months Ended |
Sep. 30, 2023 | |
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, 2023: (In thousands) As of December 31, 2022 Divestiture of Goodwill (1) As of September 30, 2023 Total goodwill $ 292,040 $ (5,228) $ 286,812 _________________________________________ (1) In September 2023, the Company divested its PHY IP group, which resulted in the Company recognizing a decrease in goodwill based on the relative fair value of the Company’s single reporting unit in proportion to the fair value of the divested PHY IP group. Refer to Note 17, “Divestiture,” for additional information. Intangible Assets, Net The components of the Company’s intangible assets as of September 30, 2023 and December 31, 2022 were as follows: As of September 30, 2023 (In thousands) Useful Life Gross Carrying Amount (1) Accumulated Amortization (1) Net Carrying Amount Existing technology (1) 3 to 10 years $ 286,712 $ (262,663) $ 24,049 Customer contracts and contractual relationships (1) 0.5 to 10 years 37,496 (36,930) 566 Trademarks 3 years 300 (300) — In-process research and development (“IPR&D”) (1) Not applicable 7,400 — 7,400 Total intangible assets $ 331,908 $ (299,893) $ 32,015 _________________________________________ (1) In September 2023, the Company disposed of approximately $7.4 million of net intangible assets (including $3.8 million of IPR&D) in connection with the divestiture of the Company’s PHY IP group. Refer to Note 17, “Divestiture,” for additional information. As of December 31, 2022 (In thousands) Useful Life Gross Carrying Amount Accumulated Amortization Net Carrying Amount Existing technology 3 to 10 years $ 299,925 $ (261,708) $ 38,217 Customer contracts and contractual relationships 0.5 to 10 years 37,996 (36,533) 1,463 Trademarks 3 years 300 (300) — IPR&D Not applicable 11,200 — 11,200 Total intangible assets $ 349,421 $ (298,541) $ 50,880 Amortization expense for intangible assets for the three and nine months ended September 30, 2023 was $3.6 million and $11.5 million, respectively. Amortization expense for intangible assets for the three and nine months ended September 30, 2022 was $4.0 million and $11.6 million, respectively. The estimated future amortization of intangible assets as of September 30, 2023 was as follows (in thousands): Years Ending December 31: Amount 2023 (remaining three months) $ 3,513 2024 11,468 2025 5,430 2026 3,742 2027 462 Thereafter — Total amortizable purchased intangible assets 24,615 IPR&D 7,400 Total intangible assets $ 32,015 |
Segment Information
Segment Information | 9 Months Ended |
Sep. 30, 2023 | |
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, 2023, 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, 2023 and December 31, 2022, respectively, was as follows: As of Customer September 30, 2023 December 31, 2022 Customer 1 47 % * Customer 2 24 % 14 % Customer 3 * 23 % Customer 4 * 16 % _________________________________________ * 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, 2023 and 2022, respectively, was as follows: Three Months Ended Nine Months Ended September 30, September 30, Customer 2023 2022 2023 2022 Customer A 29 % * 26 % * Customer B 25 % 20 % 18 % 21 % Customer C * 20 % * 16 % Customer D * 12 % * 13 % __________________________________________ * Customer accounted for less than 10% of total revenue in the period. Revenue from customers in the geographic regions based on the location of contracting parties was as follows: Three Months Ended Nine Months Ended September 30, September 30, (In thousands) 2023 2022 2023 2022 USA $ 32,347 $ 70,284 $ 131,415 $ 193,253 South Korea 38,228 1,081 100,985 5,118 Singapore 16,325 10,498 42,371 50,262 Other 18,398 30,381 64,121 83,793 Total $ 105,298 $ 112,244 $ 338,892 $ 332,426 |
Marketable Securities
Marketable Securities | 9 Months Ended |
Sep. 30, 2023 | |
Debt Securities, Available-for-Sale [Abstract] | |
Marketable Securities | Marketable Securities Rambus invests its excess cash and cash equivalents primarily in money market funds, time deposits, U.S. government-sponsored obligations, and corporate notes, bonds and commercial paper 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, 2023 (In thousands) Fair Value Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Cash $ 87,745 $ 87,745 $ — $ — Cash equivalents: Money market funds 14,129 14,129 — — U.S. Government bonds and notes 11,885 11,886 1 (2) Corporate notes, bonds and commercial paper 18,198 18,198 1 (1) Total cash equivalents 44,212 44,213 2 (3) Total cash and cash equivalents 131,957 131,958 2 (3) Marketable securities: Time deposits 9,746 9,746 — — U.S. Government bonds and notes 131,142 131,562 6 (426) Corporate notes, bonds and commercial paper 102,700 103,464 2 (766) Total marketable securities 243,588 244,772 8 (1,192) Total cash, cash equivalents and marketable securities $ 375,545 $ 376,730 $ 10 $ (1,195) As of December 31, 2022 (In thousands) Fair Value Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Cash $ 94,737 $ 94,737 $ — $ — Cash equivalents: Money market funds 15,763 15,763 — — Corporate notes, bonds and commercial paper 14,834 14,838 — (4) Total cash equivalents 30,597 30,601 — (4) Total cash and cash equivalents 125,334 125,338 — (4) Marketable securities: U.S. Government bonds and notes 96,371 98,250 1 (1,880) Corporate notes, bonds and commercial paper 91,521 93,254 7 (1,740) Total marketable securities 187,892 191,504 8 (3,620) Total cash, cash equivalents and marketable securities $ 313,226 $ 316,842 $ 8 $ (3,624) 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, 2023 December 31, 2022 Cash $ 87,745 $ 94,737 Cash equivalents 44,212 30,597 Total cash and cash equivalents 131,957 125,334 Marketable securities 243,588 187,892 Total cash, cash equivalents and marketable securities $ 375,545 $ 313,226 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 impairment. 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, 2023 and December 31, 2022 are as follows: Fair Value Gross Unrealized Losses (In thousands) September 30, 2023 December 31, 2022 September 30, 2023 December 31, 2022 Less than 12 months U.S. Government bonds and notes $ 58,506 $ 28,893 $ (116) $ (23) Corporate notes, bonds and commercial paper 84,655 45,538 (147) (35) Total cash equivalents and marketable securities in a continuous unrealized loss position for less than 12 months 143,161 74,431 (263) (58) 12 months or greater U.S. Government bonds and notes 19,595 62,588 (312) (1,857) Corporate notes, bonds and commercial paper 17,168 49,559 (620) (1,709) Total cash equivalents and marketable securities in a continuous unrealized loss position for 12 months or greater 36,763 112,147 (932) (3,566) Total cash equivalents and marketable securities in a continuous unrealized loss position $ 179,924 $ 186,578 $ (1,195) $ (3,624) The gross unrealized losses at September 30, 2023 and December 31, 2022 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). 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, 2023 Due less than one year $ 266,769 Due from one year through three years 6,902 Total $ 273,671 Refer to Note 7, “Fair Value of Financial Instruments,” for a 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, 2023 | |
Fair Value Disclosures [Abstract] | |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The following table presents the financial instruments and liabilities that are carried at fair value and summarizes their valuation by the respective pricing levels as of September 30, 2023 and December 31, 2022: As of September 30, 2023 (In thousands) Total Quoted Market Prices in Active Markets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Assets carried at fair value Money market funds $ 14,129 $ 14,129 $ — $ — Time deposits 9,746 — 9,746 — U.S. Government bonds and notes 143,027 — 143,027 — Corporate notes, bonds and commercial paper 120,898 — 120,898 — Total assets carried at fair value $ 287,800 $ 14,129 $ 273,671 $ — Liabilities carried at fair value Earn-out consideration related to PLDA acquisition $ 11,400 $ — $ — $ 11,400 Total liabilities carried at fair value $ 11,400 $ — $ — $ 11,400 As of December 31, 2022 (In thousands) Total Quoted Market Prices in Active Markets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Assets carried at fair value Money market funds $ 15,763 $ 15,763 $ — $ — U.S. Government bonds and notes 96,371 — 96,371 — Corporate notes, bonds and commercial paper 106,355 — 106,355 — Total available-for-sale securities $ 218,489 $ 15,763 $ 202,726 $ — Liabilities carried at fair value Earn-out consideration related to PLDA acquisition $ 14,800 $ — $ — $ 14,800 Total liabilities carried at fair value $ 14,800 $ — $ — $ 14,800 The Company’s liabilities related to earn-out consideration are classified within Level 3 of the fair value hierarchy because the fair value is determined using significant unobservable inputs. The following table presents additional information about liabilities measured at fair value for which the Company utilizes Level 3 inputs to determine fair value, as of September 30, 2023 and 2022. Three Months Ended Nine Months Ended September 30, September 30, (In thousands) 2023 2022 2023 2022 Balance as of beginning of period $ 28,600 $ 12,600 $ 14,800 $ 16,900 Change in fair value of earn-out liability due to remeasurement (5,666) 2,411 8,134 (1,889) Change in fair value of earn-out liability due to achievement of revenue target (11,534) (5,211) (11,534) (5,211) Balance as of end of period $ 11,400 $ 9,800 $ 11,400 $ 9,800 For the three and nine months ended September 30, 2023 and 2022, the changes in the fair value of the earn-out liability related to the 2021 acquisition of PLDA Group (“PLDA”), which is subject to certain revenue targets of the acquired business for a period of three years from the date of acquisition, and which is settled annually in shares of the Company’s common stock based on the fair value of that common stock fixed at the time the Company acquired PLDA. The fair value of the earn-out liability is remeasured each quarter, depending on the acquired business’s revenue performance relative to target over the applicable period, and adjusted to reflect changes in the per share value of the Company’s common stock. The Company has classified its liability for the contingent earn-out consideration related to the PLDA acquisition within Level 3 of the fair value hierarchy because the fair value calculation includes significant unobservable inputs. During the three and nine months ended September 30, 2023, the Company remeasured the fair value of the earn-out liability, which resulted in a gain of $5.7 million and additional expense of $8.1 million, respectively, in the Company’s Unaudited Condensed Consolidated Statements of Operations. During the three and nine months ended September 30, 2022, the Company remeasured the fair value of the earn-out liability, which resulted in additional expense of $2.4 million and a gain of $1.9 million, respectively, in the Company’s Unaudited Condensed Consolidated Statements of Operations. The Company monitors its investments for 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” in the Unaudited Condensed Consolidated Statements 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, 2023, the carrying value of the Company’s 25.0% ownership percentage was reduced to zero as the carrying value had been adjusted by an equal and offsetting amount of the Company’s share of the investee’s cumulative losses. As of December 31, 2022, the carrying value of the Company’s 25.0% ownership percentage was $0.5 million, which was included in other assets in the accompanying Unaudited Condensed Consolidated Balance Sheets. The Company recorded immaterial amounts in its Unaudited Condensed Consolidated Statements of Operations representing its share of the investee’s loss for the nine months ended September 30, 2023 and 2022. During the three and nine months ended September 30, 2023 and 2022, 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 December 31, 2022: As of December 31, 2022 (In thousands) Face Value Carrying Value Fair Value 1.375% Convertible Senior Notes due 2023 (the “2023 Notes”) $ 10,381 $ 10,378 $ 19,625 The fair value of the convertible notes at December 31, 2022 was determined based on recent quoted market prices for these notes which is a Level 2 measurement. As discussed in Note 9, “Convertible Notes,” the Company settled the remaining $10.4 million aggregate principal amount of the 2023 Notes during the first quarter of 2023. As of December 31, 2022, the 2023 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, 2023 | |
Leases [Abstract] | |
Leases | LeasesThe Company leases office space, domestically and internationally, under operating leases. The Company’s leases have remaining lease terms generally between one year and seven 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, 2023 (in thousands): Years ending December 31, Amount 2023 (remaining three months) $ 1,412 2024 5,483 2025 5,338 2026 5,564 2027 4,742 Thereafter 12,996 Total minimum lease payments 35,535 Less: amount of lease payments representing interest (5,244) Present value of future minimum lease payments 30,291 Less: current obligations under leases (4,174) Long-term lease obligations $ 26,117 As of September 30, 2023, the weighted-average remaining lease term for the Company’s operating leases was 6.6 years and the weighted-average discount rate used to determine the present value of the Company’s operating leases was 5.6%. Operating lease costs included in research and development and selling, general and administrative costs on the Unaudited Condensed Consolidated Statements of Operations were $1.3 million and $1.9 million for the three months ended September 30, 2023 and 2022, respectively. Operating lease costs included in research and development and selling, general and administrative costs on the Unaudited Condensed Consolidated Statements of Operations were $4.7 million and $5.6 million for the nine months ended September 30, 2023 and 2022, respectively. Cash paid for amounts included in the measurement of operating lease liabilities were $5.2 million and $6.7 million for the nine months ended September 30, 2023 and 2022, respectively. |
Convertible Notes
Convertible Notes | 9 Months Ended |
Sep. 30, 2023 | |
Debt Disclosure [Abstract] | |
Convertible Notes | Convertible Notes The Company’s convertible notes are shown in the following table: As of (In thousands) September 30, 2023 December 31, 2022 2023 Notes $ — $ 10,381 Unamortized debt issuance costs — 2023 Notes — (3) Total convertible notes — 10,378 Less current portion — 10,378 Total long-term convertible notes $ — $ — During the first quarter of 2023, the holders of the remaining $10.4 million aggregate principal amount of the 2023 Notes elected to convert the notes pursuant to the original terms of the conversion feature. Accordingly, upon maturity, the Company paid $10.4 million in cash to settle the aggregate principal amount of the 2023 Notes and delivered approximately 0.3 million shares of the Company's common stock to settle the conversion spread. In connection with the settlement of the conversion of the remaining 2023 Notes, the Company received 0.3 million shares of the Company’s common stock for the retirement of the remaining convertible senior note hedges and paid $10.7 million in cash for the retirement of the remaining warrants during the first quarter of 2023. Additionally, the retirement of the remaining warrants was subject to derivative accounting, resulting in a loss on fair value adjustment of derivatives of $0.2 million for the nine months ended September 30, 2023. Interest expense related to the convertible notes for the three and nine months ended September 30, 2023 and 2022 was as follows: Three Months Ended Nine Months Ended September 30, September 30, (In thousands) 2023 2022 2023 2022 2023 Notes coupon interest at a rate of 1.375% $ — $ 90 $ 12 $ 575 2023 Notes amortization of debt issuance cost — 33 3 184 Total interest expense on convertible notes $ — $ 123 $ 15 $ 759 |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies As of September 30, 2023, the Company’s material contractual obligations were as follows: (In thousands) Total Remainder of 2023 2024 2025 2026 2027 Contractual obligations (1) (2) Software licenses (3) $ 29,847 $ 5,262 $ 16,502 $ 8,083 $ — $ — Other contractual obligations 1,800 600 1,200 — — — Acquisition retention bonuses (4) (5) 879 — 550 329 — — Total $ 32,526 $ 5,862 $ 18,252 $ 8,412 $ — $ — _________________________________________ (1) The above table does not reflect possible payments in connection with unrecognized tax benefits of approximately $104.4 million, including $27.4 million recorded as a reduction of long-term deferred tax assets and $77.0 million in long-term income taxes payable as of September 30, 2023. As noted below in Note 13, “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, 2023, refer to Note 8, “Leases.” (3) The Company has commitments with various software vendors for agreements generally having terms longer than one year. As of September 30, 2023, approximately $16.0 million of the fair value of the software licenses was included in other current liabilities and $11.1 million was included in other long-term liabilities, in the accompanying Unaudited Condensed Consolidated Balance Sheet. (4) In connection with the acquisitions of Hardent in the second quarter of 2022 and PLDA in the third quarter of 2021, the Company is obligated to pay retention bonuses to certain employees subject to certain eligibility and acceleration provisions, including the condition of employment. (5) In connection with the acquisition of AnalogX in the third quarter of 2021, the Company was obligated to pay retention bonuses to certain employees subject to certain eligibility and acceleration provisions, including the condition of employment. In September 2023, the Company divested its PHY IP group, which includes AnalogX and resulted in the Company recognizing an immaterial decrease related to the remaining AnalogX acquisition retention bonus liability. Refer to Note 17, “Divestiture,” for additional information. 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 (“IP”) infringement or any other claim by any third party arising as a 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, 2023 and December 31, 2022, respectively, was not material. |
Equity Incentive Plans and Stoc
Equity Incentive Plans and Stock-Based Compensation | 9 Months Ended |
Sep. 30, 2023 | |
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, 2022 7,655,769 Increase in shares approved for issuance (1) 5,210,000 Nonvested equity stock and stock units granted (2) (3) (2,022,315) Nonvested equity stock and stock units forfeited (2) 1,070,338 Total shares available for grant as of September 30, 2023 11,913,792 _________________________________________ (1) On April 27, 2023, the Company’s stockholders approved these additional shares to be reserved for issuance under the 2015 Equity Incentive Plan (the “2015 Plan”). (2) For purposes of determining the number of shares available for grant under the 2015 Plan against the maximum number of shares authorized, each restricted stock unit granted prior to April 27, 2023 reduces the number of shares available for grant by 1.5 shares and each restricted stock unit forfeited increases shares available for grant by 1.5 shares. Each restricted stock unit granted on or after April 27, 2023 reduces the number of shares available for grant by 1.0 shares and each restricted stock unit forfeited increases shares available for grant by 1.0 shares. (3) Amount includes approximately 0.2 million shares that have been reserved for potential future issuance related to certain performance unit awards granted in the first quarter of 2023 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, 2023 and information regarding stock options outstanding, exercisable, and vested and expected to vest as of September 30, 2023. Options Outstanding (In thousands, except shares, 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, 2022 432,443 $ 11.60 Options exercised (268,289) $ 11.49 $ 3,082 Outstanding as of September 30, 2023 164,154 $ 11.79 3.70 $ 7,223 Vested or expected to vest at September 30, 2023 164,154 $ 11.79 3.70 $ 7,223 Options exercisable at September 30, 2023 162,487 $ 11.77 3.67 $ 7,153 Employee Stock Purchase Plan Under the 2015 Employee Stock Purchase Plan (“2015 ESPP”), the Company issued 120,569 shares at a price of $27.91 per share and 161,254 shares at a price of $19.97 per share during the nine months ended September 30, 2023 and 2022, respectively. As of September 30, 2023, approximately 2.4 million shares under the 2015 ESPP remained available for issuance. Stock-Based Compensation For the nine months ended September 30, 2023 and 2022, 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 nine months ended September 30, 2023 and 2022, respectively. Stock-based compensation expense related to stock options was immaterial for the nine months ended September 30, 2023 and 2022. As of September 30, 2023, there was an immaterial amount 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 month. Employee Stock Purchase Plan For the three and nine months ended September 30, 2023, the Company recorded stock-based compensation expense related to the 2015 ESPP of $0.5 million and $1.5 million, respectively. 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. As of September 30, 2023, there was $0.2 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 months ended September 30, 2023, the Company granted an immaterial amount of nonvested equity stock units. During the nine months ended September 30, 2023, the Company granted nonvested equity stock units totaling approximately 1.2 million shares. 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. 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, 2023, the nonvested equity stock units were valued at the date of grant giving them a fair value of approximately $2.1 million and $57.3 million, respectively. 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. During the first quarter of 2023 and 2022, 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 gran t. The Company’s shares available for grant have been reduced to reflect the shares that could be earned at the maximum target. For the three and nine months ended September 30, 2023, the Company recorded stock-based compensation expense of approximately $9.5 million and $32.9 million, respectively, primarily related to all outstanding nonvested equity stock grants. 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. Unrecognized stock-based compensation related to all nonvested equity stock grants, net of estimated forfeitures, was approximately $73.0 million at September 30, 2023. This amount is expected to be recognized over a weighted-average period of 2.1 years. The following table reflects the activity related to nonvested equity stock and stock units for the nine months ended September 30, 2023: Nonvested Equity Stock and Stock Units Shares Weighted- Average Grant-Date Fair Value Nonvested at December 31, 2022 4,718,060 $ 22.78 Granted 1,208,954 $ 46.39 Vested (1,718,642) $ 24.13 Forfeited (690,141) $ 28.04 Nonvested at September 30, 2023 3,518,231 $ 32.28 |
Stockholders' Equity
Stockholders' Equity | 9 Months Ended |
Sep. 30, 2023 | |
Stockholders' Equity Note [Abstract] | |
Stockholders' Equity | Stockholders’ Equity Share Repurchase Program On October 29, 2020, the Company’s board of directors (the “Board”) approved a 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, 2023, the Company repurchased shares of its common stock under the 2020 Repurchase Program as discussed below. On August 10, 2023, the Company entered into an accelerated share repurchase program with Royal Bank of Canada (“RBC”) (the “2023 ASR Program”). The 2023 ASR Program was part of the share repurchase program previously authorized by the Board on October 29, 2020. Under the 2023 ASR Program, the Company pre-paid to RBC the $100.0 million purchase price for its common stock and, in turn, the Company received an initial delivery of approximately 1.6 million shares of its common stock from RBC on August 11, 2023, which were retired and recorded as an $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. On September 22, 2023, the accelerated share repurchase program was completed and the Company received an additional 0.2 million shares of its common stock, which were retired, as the final settlement of the 2023 ASR Program. Effective January 1, 2023, the Company’s share repurchases are subject to a 1% excise tax as a result of the Inflation Reduction Act of 2022. Excise tax incurred is included in the cost of shares repurchased in the Unaudited Condensed Consolidated Statements of Stockholders’ Equity. 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 an $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 2022, the 2022 ASR 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 2022 ASR Program. As of September 30, 2023, there remained an outstanding authorization to repurchase approximately 7.9 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, 2023 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes The Company recorded a provision for income taxes of $4.0 million and $2.5 million for the three months ended September 30, 2023 and 2022, respectively, and a provision for (benefit from) income taxes of $(151.1) million and $5.9 million for the nine months ended September 30, 2023 and 2022, respectively. The provision for income taxes for the three months ended September 30, 2023 was primarily driven by foreign withholding taxes and adjustments to the valuation allowance release on U.S. deferred tax assets due to a change in forecasted taxable income and expense, offset by tax benefits from excess stock-based compensation deductions. The benefit from income taxes for the nine months ended September 30, 2023 was primarily driven by the valuation allowance release on U.S. deferred tax assets, as well as tax benefits from excess stock-based compensation deductions, offset by foreign withholding taxes. 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. During the three months ended September 30, 2023 and 2022, the Company paid withholding taxes of $5.4 million and $5.5 million, respectively. During both the nine months ended September 30, 2023 and 2022, the Company paid withholding taxes of $15.8 million. The Company periodically evaluates the realizability of its net deferred tax assets based on all available evidence, both positive and negative. The realizability of the Company’s net deferred tax assets is dependent on its ability to generate sufficient future taxable income during periods prior to the expiration of tax attributes to fully utilize these assets. During the second quarter of 2023, based on all available positive and negative evidence, the Company determined that it was appropriate to release the valuation allowance on the majority of the Company’s U.S. federal and other state deferred tax assets. The Company recognized a $149.4 million discrete tax benefit during the three and six months ended June 30, 2023 as a result of the valuation allowance release. During the second quarter of 2023, the Company reached a cumulative income position over the previous three years. The cumulative three-year income is considered positive evidence, which is considered objective and verifiable, and thus received significant weighting. Additional positive evidence considered by the Company in its assessment included recent utilization of tax attribute carryforwards and future forecasts of continued profitability in the United States. Negative evidence the Company considered included economic uncertainties, including volatility of the industry, and the possibility of a recession or a decline in the market. Upon considering the relative impact of all evidence during the second quarter of 2023, both negative and positive, and the weight accorded to each, the Company concluded that it was more likely than not that the majority of its deferred tax assets would be realizable, with the exception of primarily its California research and development credits and certain expiring federal tax credits that have not met the “more likely than not” realization threshold criteria. As a result, the Company released the related valuation allowance against the majority of its federal and state deferred tax assets. The effect of the valuation allowance release is included as a component of the benefit from income taxes in the accompanying Unaudited Condensed Consolidated Statement of Operations. When a change in valuation allowance is recognized during an interim period, the change in valuation allowance resulting from current year income is included in the annual effective tax rate and the release of valuation allowance supported by projections of future taxable income is recorded as a discrete provision for (benefit from) income taxes in the interim period. During the three months ended September 30, 2023, the Company further adjusted its valuation allowance release as a result of a change in forecasted income and tax expense, primarily due to the sale of intangible assets as part of the PHY IP group divestiture. The Company recognized discrete tax expense of $4.4 million during the three months ended September 30, 2023, and it recognized a $145.1 million discrete tax benefit during the nine months ended September 30, 2023, as a result of the valuation allowance release. 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 December 31, 2022, the Company had $164.5 million of unrecognized tax benefits including $19.6 million recorded as a reduction of long-term deferred tax assets, $143.6 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 to long-term income taxes payable. As of September 30, 2023, the Company had approximately $179.5 million of unrecognized tax benefits, including $27.4 million recorded as a reduction of long-term deferred tax assets, $75.1 million recorded as a reduction of other assets associated with refundable withholding taxes previously withheld from licensees in South Korea and $77.0 million recorded in long-term income taxes payable. The decrease in the unrecognized tax benefits recorded as a reduction of other assets from December 31, 2022 to September 30, 2023, is due to the Company’s determination in the three months ended September 30, 2023, that it is more likely than not to succeed in its decision to request refund of Korean withholding tax for which refund claims were submitted in October 2023. The increase in unrecognized tax benefits recorded to long-term income taxes payable from December 31, 2022 to September 30, 2023 is primarily due to the Company’s decision to request refund of Korean withholding tax for which the Company claimed foreign tax credits in the United States. As a result of an analysis of court rulings and other settlement activities to date in South Korea, the Company has determined that it may be entitled to refund claims for foreign taxes previously withheld by licensees in South Korea. If the Company is successful in recovering the $152.6 million of refundable withholding taxes from South Korea, the refund will result in an offsetting reduction in U.S. foreign tax credits. The Company recognizes there are numerous risks and uncertainties associated with the ultimate collection of this refund. The Company previously maintained an offsetting reserve for the entire amount of refundable withholding taxes previously withheld in South Korea. During the three months ended September 30, 2023, the Company concluded it is more likely than not it will recover withholding taxes withheld during the past five years and accordingly filed a claim in October 2023 for refund of certain refundable withholding taxes, and recorded an income taxes receivable of $82.7 million with an offsetting long-term income taxes payable of $75.6 million and a reduction in long-term deferred tax assets of $7.1 million. The Company has not recorded a receivable for the portion of potentially available refunds for which a claim for refund has not been submitted or the Company does not intend to pursue at this time, as the Company does not at this time believe recovery of those taxes would be more likely than not if a refund claim were submitted. The Company continues to evaluate the potential for recovery of these 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. 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, 2023 | |
Loss Contingency, Information about Litigation Matters [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 its 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. |
Derivative Instruments and Hedg
Derivative Instruments and Hedging Activities | 9 Months Ended |
Sep. 30, 2023 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative Instruments and Hedging Activities | Derivative Instruments and Hedging Activities In the first quarter of 2023, the Company began using foreign currency forward contracts (the “Contracts”) to manage the Company’s exposure related to certain foreign currency denominated monetary assets (the “Hedging Program”) and to minimize the related impact of foreign currency fluctuations on the Company’s earnings. The hedged monetary assets primarily consist of certain euro-denominated cash and accounts receivable balances. The Contracts mitigate the Company’s foreign currency exposure when the Contracts are settled at their maturity by generally offsetting the gains and losses generated by the re-measurement of the underlying monetary assets. The Contracts are entered into at the end of each month and have a duration of approximately one month at inception. Due to the short duration of these Contracts, their fair value is deemed immaterial. As the Contracts are considered derivative instruments that are not designated and do not qualify as hedging instruments, any gains and losses resulting from changes in their fair value are recorded to interest income and other income (expense), net on the Company’s Unaudited Condensed Consolidated Statements of Operations. The Company does not use its Hedging Program for speculative or trading purposes. The Contract outstanding as of September 30, 2023 was entered into by the Company on the last business day of the period. Given the relatively short duration such contracts are outstanding in relation to changes in potential market rates, the change in the fair value was deemed immaterial. As of September 30, 2023, the total local currency amount of the outstanding Contract was €3.2 million, and its total notional value was $3.4 million. For the three and nine months ended September 30, 2023, any gains and losses resulting from changes in fair value of the Company’s Contracts were deemed immaterial. |
Restructuring and Related Activ
Restructuring and Related Activities | 9 Months Ended |
Sep. 30, 2023 | |
Restructuring and Related Activities [Abstract] | |
Restructuring and Other Charges | Restructuring and Other Charges 2023 Restructuring Plan In June 2023, the Company initiated a restructuring program to reduce overall expenses, which is expected to improve future profitability by reducing the Company’s overall spending (the “2023 Restructuring Plan”). In connection with this restructuring program, the Company initiated a plan resulting in a reduction of 42 employees. During the nine months ended September 30, 2023, the Company recorded charges of approximately $9.4 million to “Restructuring and other charges” in its Unaudited Condensed Consolidated Statement of Operations, related to the reduction in workforce, as well as write-downs of obligations related to certain IP development costs and software licenses for engineering development tools. The 2023 Restructuring Plan is expected to be substantially completed in the fourth quarter of 2023. The following table summarizes the 2023 Plan restructuring activities during the nine months ended September 30, 2023: (In thousands) Employee Other Costs Total Liability at December 31, 2022 $ — $ — $ — Charges 4,646 4,748 9,394 Non-cash items* — (948) (948) Payments (4,066) (2,000) (6,066) Liability at September 30, 2023 $ 580 $ 1,800 $ 2,380 _________________________________________ * The non-cash items of $0.9 million related to the write-down of software licenses for engineering development tools. During the nine months ended September 30, 2022, the Company did not initiate any restructuring programs. |
Divestiture
Divestiture | 9 Months Ended |
Sep. 30, 2023 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Divestiture | Divestiture In July 2023, the Company entered into an asset purchase agreement (the “Purchase Agreement”) with Cadence Design Systems, Inc. (the “Purchaser”), pursuant to which the Company agreed to sell certain assets and the Purchaser agreed to assume certain liabilities from the Company, in each case with respect to the Company’s PHY IP group, for $110.0 million in cash, subject to certain adjustments and certain closing conditions (the “Transaction”). The decision to sell this business reflects the evolution of the Company’s core semiconductor business to focus on the development of digital IP and chips, including novel memory solutions for high-performance computing, to support the continued advancement of the data center and artificial intelligence. The Transaction was completed on September 6, 2023 and resulted in net proceeds of approximately $106.3 million, which consisted of the initial selling price of $110.0 million offset by approximately $3.7 million related to certain purchase price adjustments. The Company recognized a net gain on divestiture of the PHY IP group in the Unaudited Condensed Consolidated Statements of Operations of approximately $90.8 million during the three and nine months ended September 30, 2023. Transaction costs of approximately $1.4 million were included in the net gain of $90.8 million. The divestiture of the PHY IP group did not represent a strategic shift that would have a major effect on the Company’s consolidated results of operations, and therefore its results of operations were not reported as discontinued operations. Concurrent with the Transaction, the Company also recorded a charge of approximately $10.0 million in the Company’s Unaudited Condensed Consolidated Statements of Operations. The charge was primarily related to the accelerated amortization of software licenses that were not part of the PHY IP disposal group. |
Acquisition
Acquisition | 9 Months Ended |
Sep. 30, 2023 | |
Business Combinations [Abstract] | |
Acquisition | Acquisition There were no acquisitions during the nine months ended September 30, 2023. 2022 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 deposited into an escrow account to fund indemnification obligations to be released within 18 months after the Closing Date, and $0.2 million 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. 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 allocated as of the Closing Date, and reflects adjustments made during the measurement period, 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 was not 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 (In thousands) September 30, 2022 September 30, 2022 Total revenue $ 112,244 $ 335,485 Net income (loss) $ 1,170 $ (29,228) The pro forma net income for 2022 was adjusted to exclude $0.2 million and $1.2 million of acquisition-related costs incurred during the three and nine months ended September 30, 2022. Consequently, the pro forma net income for 2021 was adjusted to include these costs. |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Pay vs Performance Disclosure | ||||
Net income (loss) | $ 103,198 | $ 939 | $ 275,359 | $ (30,259) |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended | 9 Months Ended |
Sep. 30, 2023 shares | Sep. 30, 2023 shares | |
Trading Arrangements, by Individual | ||
Material Terms of Trading Arrangement | During the third quarter of 2023, the below directors and/or officers, as defined in Rule 16a-1(f), adopted and/or terminated a “Rule 10b5-1 trading arrangement” and/or a “non-Rule 10b5-1 trading arrangement,” each as defined in Item 408 of Regulation S-K. The Rule 10b5-1 trading arrangements are each intended to satisfy the affirmative defense in Rule 10b5-1(c)(1). Name Title Adopted or Adoption Termination Total Number of Shares of Common Stock to be Sold Desmond M. Lynch Senior Vice President, Finance and Chief Financial Officer Adopted September 7, 2023 September 7, 2024 8,365 Sean Fan Senior Vice President, Chief Operating Officer Adopted September 11, 2023 September 11, 2024 Up to 135,752 No other directors or officers, as defined in Rule 16a-1(f), adopted, modified, and/or terminated a “Rule 10b5-1 trading arrangement,” and no directors or officers, as defined in Rule 16a-1(f), adopted, modified, and/or terminated a “non-Rule 10b5-1 trading arrangement,” each as defined in Item 408 of Regulation S-K. | |
Rule 10b5-1 Arrangement Adopted | false | |
Non-Rule 10b5-1 Arrangement Adopted | false | |
Rule 10b5-1 Arrangement Terminated | false | |
Non-Rule 10b5-1 Arrangement Terminated | false | |
Desmond M. Lynch [Member] | ||
Trading Arrangements, by Individual | ||
Name | Desmond M. Lynch | |
Title | Senior Vice President, Finance and Chief Financial Officer | |
Rule 10b5-1 Arrangement Adopted | true | |
Adoption Date | September 7, 2023 | |
Termination Date | September 7, 2024 | |
Aggregate Available | 8,365 | 8,365 |
Sean Fan [Member] | ||
Trading Arrangements, by Individual | ||
Name | Sean Fan | |
Title | Senior Vice President, Chief Operating Officer | |
Rule 10b5-1 Arrangement Adopted | true | |
Adoption Date | September 11, 2023 | |
Termination Date | September 11, 2024 | |
Aggregate Available | 135,752 | 135,752 |
Revenue Recognition (Tables)
Revenue Recognition (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Revenue from Contract with Customer [Abstract] | |
Contract balances | The Company’s contract balances were as follows: As of (In thousands) September 30, 2023 December 31, 2022 Unbilled receivables $ 67,731 $ 150,920 Deferred revenue 18,336 25,421 |
Earnings (Loss) Per Share (Tabl
Earnings (Loss) Per Share (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
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) 2023 2022 2023 2022 Net income (loss) per share: Numerator: Net income (loss) $ 103,198 $ 939 $ 275,359 $ (30,259) Denominator: Weighted-average shares outstanding - basic 108,317 109,968 108,412 110,102 Effect of potentially dilutive common shares 2,458 1,994 2,767 — Weighted-average shares outstanding - diluted 110,775 111,962 111,179 110,102 Basic net income (loss) per share $ 0.95 $ 0.01 $ 2.54 $ (0.27) Diluted net income (loss) per share $ 0.93 $ 0.01 $ 2.48 $ (0.27) |
Schedule of antidilutive securities excluded from computation of earnings per share | During the nine months ended September 30, 2022, the following potentially dilutive securities were excluded from the calculation of diluted net loss per share attributable to the Company’s common stockholders because the impact of including them would have been anti-dilutive (in thousands): Nine Months Ended September 30, (In thousands) 2022 Stock options 274 Restricted stock units 1,951 Potentially issuable shares related to the in-the-money conversion feature of convertible notes 146 Contingently issuable ESPP shares 12 Total 2,383 |
Intangible Assets and Goodwill
Intangible Assets and Goodwill (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
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, 2023: (In thousands) As of December 31, 2022 Divestiture of Goodwill (1) As of September 30, 2023 Total goodwill $ 292,040 $ (5,228) $ 286,812 _________________________________________ (1) In September 2023, the Company divested its PHY IP group, which resulted in the Company recognizing a decrease in goodwill based on the relative fair value of the Company’s single reporting unit in proportion to the fair value of the divested PHY IP group. Refer to Note 17, “Divestiture,” for additional information. |
Components of intangible assets | The components of the Company’s intangible assets as of September 30, 2023 and December 31, 2022 were as follows: As of September 30, 2023 (In thousands) Useful Life Gross Carrying Amount (1) Accumulated Amortization (1) Net Carrying Amount Existing technology (1) 3 to 10 years $ 286,712 $ (262,663) $ 24,049 Customer contracts and contractual relationships (1) 0.5 to 10 years 37,496 (36,930) 566 Trademarks 3 years 300 (300) — In-process research and development (“IPR&D”) (1) Not applicable 7,400 — 7,400 Total intangible assets $ 331,908 $ (299,893) $ 32,015 _________________________________________ (1) In September 2023, the Company disposed of approximately $7.4 million of net intangible assets (including $3.8 million of IPR&D) in connection with the divestiture of the Company’s PHY IP group. Refer to Note 17, “Divestiture,” for additional information. As of December 31, 2022 (In thousands) Useful Life Gross Carrying Amount Accumulated Amortization Net Carrying Amount Existing technology 3 to 10 years $ 299,925 $ (261,708) $ 38,217 Customer contracts and contractual relationships 0.5 to 10 years 37,996 (36,533) 1,463 Trademarks 3 years 300 (300) — IPR&D Not applicable 11,200 — 11,200 Total intangible assets $ 349,421 $ (298,541) $ 50,880 |
Estimated future amortization of intangible assets | The estimated future amortization of intangible assets as of September 30, 2023 was as follows (in thousands): Years Ending December 31: Amount 2023 (remaining three months) $ 3,513 2024 11,468 2025 5,430 2026 3,742 2027 462 Thereafter — Total amortizable purchased intangible assets 24,615 IPR&D 7,400 Total intangible assets $ 32,015 |
Segment Information (Tables)
Segment Information (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
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) 2023 2022 2023 2022 USA $ 32,347 $ 70,284 $ 131,415 $ 193,253 South Korea 38,228 1,081 100,985 5,118 Singapore 16,325 10,498 42,371 50,262 Other 18,398 30,381 64,121 83,793 Total $ 105,298 $ 112,244 $ 338,892 $ 332,426 |
Accounts receivable | |
Concentration risk | |
Schedule of customer accounts representing 10% or more than 10% of total balance | Accounts receivable from the Company’s major customers representing 10% or more of total accounts receivable at September 30, 2023 and December 31, 2022, respectively, was as follows: As of Customer September 30, 2023 December 31, 2022 Customer 1 47 % * Customer 2 24 % 14 % Customer 3 * 23 % Customer 4 * 16 % _________________________________________ * 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 balance | Revenue from the Company’s major customers representing 10% or more of total revenue for the three and nine months ended September 30, 2023 and 2022, respectively, was as follows: Three Months Ended Nine Months Ended September 30, September 30, Customer 2023 2022 2023 2022 Customer A 29 % * 26 % * Customer B 25 % 20 % 18 % 21 % Customer C * 20 % * 16 % Customer D * 12 % * 13 % __________________________________________ * Customer accounted for less than 10% of total revenue in the period. |
Marketable Securities (Tables)
Marketable Securities (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
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, 2023 (In thousands) Fair Value Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Cash $ 87,745 $ 87,745 $ — $ — Cash equivalents: Money market funds 14,129 14,129 — — U.S. Government bonds and notes 11,885 11,886 1 (2) Corporate notes, bonds and commercial paper 18,198 18,198 1 (1) Total cash equivalents 44,212 44,213 2 (3) Total cash and cash equivalents 131,957 131,958 2 (3) Marketable securities: Time deposits 9,746 9,746 — — U.S. Government bonds and notes 131,142 131,562 6 (426) Corporate notes, bonds and commercial paper 102,700 103,464 2 (766) Total marketable securities 243,588 244,772 8 (1,192) Total cash, cash equivalents and marketable securities $ 375,545 $ 376,730 $ 10 $ (1,195) As of December 31, 2022 (In thousands) Fair Value Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Cash $ 94,737 $ 94,737 $ — $ — Cash equivalents: Money market funds 15,763 15,763 — — Corporate notes, bonds and commercial paper 14,834 14,838 — (4) Total cash equivalents 30,597 30,601 — (4) Total cash and cash equivalents 125,334 125,338 — (4) Marketable securities: U.S. Government bonds and notes 96,371 98,250 1 (1,880) Corporate notes, bonds and commercial paper 91,521 93,254 7 (1,740) Total marketable securities 187,892 191,504 8 (3,620) Total cash, cash equivalents and marketable securities $ 313,226 $ 316,842 $ 8 $ (3,624) |
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, 2023 December 31, 2022 Cash $ 87,745 $ 94,737 Cash equivalents 44,212 30,597 Total cash and cash equivalents 131,957 125,334 Marketable securities 243,588 187,892 Total cash, cash equivalents and marketable securities $ 375,545 $ 313,226 |
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, 2023 and December 31, 2022 are as follows: Fair Value Gross Unrealized Losses (In thousands) September 30, 2023 December 31, 2022 September 30, 2023 December 31, 2022 Less than 12 months U.S. Government bonds and notes $ 58,506 $ 28,893 $ (116) $ (23) Corporate notes, bonds and commercial paper 84,655 45,538 (147) (35) Total cash equivalents and marketable securities in a continuous unrealized loss position for less than 12 months 143,161 74,431 (263) (58) 12 months or greater U.S. Government bonds and notes 19,595 62,588 (312) (1,857) Corporate notes, bonds and commercial paper 17,168 49,559 (620) (1,709) Total cash equivalents and marketable securities in a continuous unrealized loss position for 12 months or greater 36,763 112,147 (932) (3,566) Total cash equivalents and marketable securities in a continuous unrealized loss position $ 179,924 $ 186,578 $ (1,195) $ (3,624) |
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, 2023 Due less than one year $ 266,769 Due from one year through three years 6,902 Total $ 273,671 |
Fair Value of Financial Instr_2
Fair Value of Financial Instruments (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Fair Value Disclosures [Abstract] | |
Summary of the valuation of cash equivalents and marketable securities by pricing levels | The following table presents the financial instruments and liabilities that are carried at fair value and summarizes their valuation by the respective pricing levels as of September 30, 2023 and December 31, 2022: As of September 30, 2023 (In thousands) Total Quoted Market Prices in Active Markets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Assets carried at fair value Money market funds $ 14,129 $ 14,129 $ — $ — Time deposits 9,746 — 9,746 — U.S. Government bonds and notes 143,027 — 143,027 — Corporate notes, bonds and commercial paper 120,898 — 120,898 — Total assets carried at fair value $ 287,800 $ 14,129 $ 273,671 $ — Liabilities carried at fair value Earn-out consideration related to PLDA acquisition $ 11,400 $ — $ — $ 11,400 Total liabilities carried at fair value $ 11,400 $ — $ — $ 11,400 As of December 31, 2022 (In thousands) Total Quoted Market Prices in Active Markets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Assets carried at fair value Money market funds $ 15,763 $ 15,763 $ — $ — U.S. Government bonds and notes 96,371 — 96,371 — Corporate notes, bonds and commercial paper 106,355 — 106,355 — Total available-for-sale securities $ 218,489 $ 15,763 $ 202,726 $ — Liabilities carried at fair value Earn-out consideration related to PLDA acquisition $ 14,800 $ — $ — $ 14,800 Total liabilities carried at fair value $ 14,800 $ — $ — $ 14,800 |
Fair value, liabilities measured on recurring basis, unobservable input reconciliation | The following table presents additional information about liabilities measured at fair value for which the Company utilizes Level 3 inputs to determine fair value, as of September 30, 2023 and 2022. Three Months Ended Nine Months Ended September 30, September 30, (In thousands) 2023 2022 2023 2022 Balance as of beginning of period $ 28,600 $ 12,600 $ 14,800 $ 16,900 Change in fair value of earn-out liability due to remeasurement (5,666) 2,411 8,134 (1,889) Change in fair value of earn-out liability due to achievement of revenue target (11,534) (5,211) (11,534) (5,211) Balance as of end of period $ 11,400 $ 9,800 $ 11,400 $ 9,800 |
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 December 31, 2022: As of December 31, 2022 (In thousands) Face Value Carrying Value Fair Value 1.375% Convertible Senior Notes due 2023 (the “2023 Notes”) $ 10,381 $ 10,378 $ 19,625 |
Leases (Tables)
Leases (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
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, 2023 (in thousands): Years ending December 31, Amount 2023 (remaining three months) $ 1,412 2024 5,483 2025 5,338 2026 5,564 2027 4,742 Thereafter 12,996 Total minimum lease payments 35,535 Less: amount of lease payments representing interest (5,244) Present value of future minimum lease payments 30,291 Less: current obligations under leases (4,174) Long-term lease obligations $ 26,117 |
Convertible Notes (Tables)
Convertible Notes (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Debt Disclosure [Abstract] | |
Schedule of convertible notes | The Company’s convertible notes are shown in the following table: As of (In thousands) September 30, 2023 December 31, 2022 2023 Notes $ — $ 10,381 Unamortized debt issuance costs — 2023 Notes — (3) Total convertible notes — 10,378 Less current portion — 10,378 Total long-term convertible notes $ — $ — |
Schedule of interest expense on notes | Interest expense related to the convertible notes for the three and nine months ended September 30, 2023 and 2022 was as follows: Three Months Ended Nine Months Ended September 30, September 30, (In thousands) 2023 2022 2023 2022 2023 Notes coupon interest at a rate of 1.375% $ — $ 90 $ 12 $ 575 2023 Notes amortization of debt issuance cost — 33 3 184 Total interest expense on convertible notes $ — $ 123 $ 15 $ 759 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of material contractual obligations | As of September 30, 2023, the Company’s material contractual obligations were as follows: (In thousands) Total Remainder of 2023 2024 2025 2026 2027 Contractual obligations (1) (2) Software licenses (3) $ 29,847 $ 5,262 $ 16,502 $ 8,083 $ — $ — Other contractual obligations 1,800 600 1,200 — — — Acquisition retention bonuses (4) (5) 879 — 550 329 — — Total $ 32,526 $ 5,862 $ 18,252 $ 8,412 $ — $ — _________________________________________ (1) The above table does not reflect possible payments in connection with unrecognized tax benefits of approximately $104.4 million, including $27.4 million recorded as a reduction of long-term deferred tax assets and $77.0 million in long-term income taxes payable as of September 30, 2023. As noted below in Note 13, “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, 2023, refer to Note 8, “Leases.” (3) The Company has commitments with various software vendors for agreements generally having terms longer than one year. As of September 30, 2023, approximately $16.0 million of the fair value of the software licenses was included in other current liabilities and $11.1 million was included in other long-term liabilities, in the accompanying Unaudited Condensed Consolidated Balance Sheet. (4) In connection with the acquisitions of Hardent in the second quarter of 2022 and PLDA in the third quarter of 2021, the Company is obligated to pay retention bonuses to certain employees subject to certain eligibility and acceleration provisions, including the condition of employment. (5) In connection with the acquisition of AnalogX in the third quarter of 2021, the Company was obligated to pay retention bonuses to certain employees subject to certain eligibility and acceleration provisions, including the condition of employment. In September 2023, the Company divested its PHY IP group, which includes AnalogX and resulted in the Company recognizing an immaterial decrease related to the remaining AnalogX acquisition retention bonus liability. Refer to Note 17, “Divestiture,” for additional information. |
Equity Incentive Plans and St_2
Equity Incentive Plans and Stock-Based Compensation (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
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, 2022 7,655,769 Increase in shares approved for issuance (1) 5,210,000 Nonvested equity stock and stock units granted (2) (3) (2,022,315) Nonvested equity stock and stock units forfeited (2) 1,070,338 Total shares available for grant as of September 30, 2023 11,913,792 _________________________________________ (1) On April 27, 2023, the Company’s stockholders approved these additional shares to be reserved for issuance under the 2015 Equity Incentive Plan (the “2015 Plan”). (2) For purposes of determining the number of shares available for grant under the 2015 Plan against the maximum number of shares authorized, each restricted stock unit granted prior to April 27, 2023 reduces the number of shares available for grant by 1.5 shares and each restricted stock unit forfeited increases shares available for grant by 1.5 shares. Each restricted stock unit granted on or after April 27, 2023 reduces the number of shares available for grant by 1.0 shares and each restricted stock unit forfeited increases shares available for grant by 1.0 shares. (3) Amount includes approximately 0.2 million shares that have been reserved for potential future issuance related to certain performance unit awards granted in the first quarter of 2023 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, 2023 and information regarding stock options outstanding, exercisable, and vested and expected to vest as of September 30, 2023. Options Outstanding (In thousands, except shares, 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, 2022 432,443 $ 11.60 Options exercised (268,289) $ 11.49 $ 3,082 Outstanding as of September 30, 2023 164,154 $ 11.79 3.70 $ 7,223 Vested or expected to vest at September 30, 2023 164,154 $ 11.79 3.70 $ 7,223 Options exercisable at September 30, 2023 162,487 $ 11.77 3.67 $ 7,153 |
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, 2023: Nonvested Equity Stock and Stock Units Shares Weighted- Average Grant-Date Fair Value Nonvested at December 31, 2022 4,718,060 $ 22.78 Granted 1,208,954 $ 46.39 Vested (1,718,642) $ 24.13 Forfeited (690,141) $ 28.04 Nonvested at September 30, 2023 3,518,231 $ 32.28 |
Restructuring and Related Act_2
Restructuring and Related Activities (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Restructuring and Related Activities [Abstract] | |
Schedule of Restructuring Reserve by Type of Cost | The following table summarizes the 2023 Plan restructuring activities during the nine months ended September 30, 2023: (In thousands) Employee Other Costs Total Liability at December 31, 2022 $ — $ — $ — Charges 4,646 4,748 9,394 Non-cash items* — (948) (948) Payments (4,066) (2,000) (6,066) Liability at September 30, 2023 $ 580 $ 1,800 $ 2,380 _________________________________________ * The non-cash items of $0.9 million related to the write-down of software licenses for engineering development tools. |
Acquisition (Tables)
Acquisition (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Business Combinations [Abstract] | |
Schedule of recognized identified assets acquired and liabilities assumed | The total consideration from the acquisition was allocated as of the Closing Date, and reflects adjustments made during the measurement period, 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 identified intangible assets assumed as part of an acquisition | 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 (In thousands) September 30, 2022 September 30, 2022 Total revenue $ 112,244 $ 335,485 Net income (loss) $ 1,170 $ (29,228) |
Revenue Recognition (Details)
Revenue Recognition (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Revenue from Contract with Customer [Abstract] | ||
Unbilled receivables | $ 67,731 | $ 150,920 |
Deferred revenue | $ 18,336 | $ 25,421 |
Revenue Recognition (Details 2)
Revenue Recognition (Details 2) - USD ($) $ in Millions | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Revenue from Contract with Customer [Abstract] | ||
Contract balances, revenue recognized | $ 19.3 | $ 21.7 |
Revenue Recognition (Details 3)
Revenue Recognition (Details 3) $ in Millions | Sep. 30, 2023 USD ($) |
Revenue from Contract with Customer [Abstract] | |
Remaining performance obligations | $ 20 |
Remaining performance obligation, expected timing of satisfaction, start date: 2023-10-01 | |
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, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Numerator: | ||||
Net income (loss) | $ 103,198 | $ 939 | $ 275,359 | $ (30,259) |
Denominator: | ||||
Weighted-average common shares outstanding, basic (in shares) | 108,317 | 109,968 | 108,412 | 110,102 |
Effect of potentially dilutive common shares | 2,458 | 1,994 | 2,767 | 0 |
Denominator: | ||||
Weighted-average common shares outstanding, diluted (in shares) | 110,775 | 111,962 | 111,179 | 110,102 |
Basic net income (loss) per share | $ 0.95 | $ 0.01 | $ 2.54 | $ (0.27) |
Diluted net income (loss) per share | $ 0.93 | $ 0.01 | $ 2.48 | $ (0.27) |
Earnings (Loss) Per Share (De_2
Earnings (Loss) Per Share (Details 2) shares in Thousands | 9 Months Ended |
Sep. 30, 2022 shares | |
Anti-dilutive shares excluded from calculation of earnings per share | |
Anti-dilutive shares excluded from calculation of earnings per share | 2,383 |
Stock options | |
Anti-dilutive shares excluded from calculation of earnings per share | |
Anti-dilutive shares excluded from calculation of earnings per share | 274 |
Restricted stock units | |
Anti-dilutive shares excluded from calculation of earnings per share | |
Anti-dilutive shares excluded from calculation of earnings per share | 1,951 |
Potentially issuable shares related to the in-the-money conversion feature of convertible notes | |
Anti-dilutive shares excluded from calculation of earnings per share | |
Anti-dilutive shares excluded from calculation of earnings per share | 146 |
Contingently issuable ESPP shares | |
Anti-dilutive shares excluded from calculation of earnings per share | |
Anti-dilutive shares excluded from calculation of earnings per share | 12 |
Earnings (Loss) Per Share (De_3
Earnings (Loss) Per Share (Details 3) - USD ($) $ in Thousands, shares in Millions | 3 Months Ended | 9 Months Ended | ||
Mar. 31, 2023 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
Anti-dilutive shares excluded from calculation of earnings per share | ||||
Payments for settlement and repurchase of convertible senior notes | $ 10,381 | $ 258,060 | ||
Convertible senior notes | 1.375% Convertible senior notes due 2023 | ||||
Anti-dilutive shares excluded from calculation of earnings per share | ||||
Face value | $ 0 | $ 10,381 | ||
Issuance of common stock in connection with the maturity of the convertible senior notes related to the settlement of the in-the-money conversion feature of the convertible senior notes (in shares) | 0.3 |
Intangible Assets and Goodwil_2
Intangible Assets and Goodwill (Details) $ in Thousands | 9 Months Ended |
Sep. 30, 2023 USD ($) | |
Goodwill | |
Beginning balance | $ 292,040 |
Divestiture of goodwill | (5,228) |
Ending balance | $ 286,812 |
Intangible Assets and Goodwil_3
Intangible Assets and Goodwill (Details 3) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Components of intangible assets | ||
Intangible assets, gross | $ 331,908 | $ 349,421 |
Accumulated amortization | (299,893) | (298,541) |
Finite-lived intangible assets | 24,615 | |
In-process research and development | 7,400 | |
Intangible assets, net | 32,015 | 50,880 |
Divestiture, not discontinued operations | PHY IP group | ||
Components of intangible assets | ||
Disposal group, intangible assets | 7,400 | |
In-process research and development | ||
Components of intangible assets | ||
In-process research and development | 7,400 | 11,200 |
In-process research and development | Divestiture, not discontinued operations | PHY IP group | ||
Components of intangible assets | ||
Disposal group, intangible assets | 3,800 | |
Existing technology | ||
Components of intangible assets | ||
Gross carrying amount | 286,712 | 299,925 |
Accumulated amortization | (262,663) | (261,708) |
Finite-lived intangible assets | $ 24,049 | $ 38,217 |
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 | $ 37,496 | $ 37,996 |
Accumulated amortization | (36,930) | (36,533) |
Finite-lived intangible assets | $ 566 | $ 1,463 |
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_4
Intangible Assets and Goodwill (Details 4) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||||
Amortization of intangible assets | $ 3,600 | $ 4,000 | $ 11,494 | $ 11,634 |
Intangible Assets and Goodwil_5
Intangible Assets and Goodwill (Details 5) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Estimated future amortization expense of intangible assets | ||
2023 (remaining three months) | $ 3,513 | |
2024 | 11,468 | |
2025 | 5,430 | |
2026 | 3,742 | |
2027 | 462 | |
Thereafter | 0 | |
Finite-lived intangible assets | 24,615 | |
In-process research and development | 7,400 | |
Intangible assets, net | $ 32,015 | $ 50,880 |
Segment Information (Details)
Segment Information (Details) - Customer concentration risk - Accounts receivable | Sep. 30, 2023 | Dec. 31, 2022 |
Customer 1 | ||
Concentration risk | ||
Accounts receivable from major customer as a percentage of total accounts receivable | 47% | |
Customer 2 | ||
Concentration risk | ||
Accounts receivable from major customer as a percentage of total accounts receivable | 24% | 14% |
Customer 3 | ||
Concentration risk | ||
Accounts receivable from major customer as a percentage of total accounts receivable | 23% | |
Customer 4 | ||
Concentration risk | ||
Accounts receivable from major customer as a percentage of total accounts receivable | 16% |
Segment Information (Details 2)
Segment Information (Details 2) - Customer concentration risk - Revenue | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Customer A | ||||
Concentration risk | ||||
Revenue from major customer as a percentage of total revenue | 29% | 26% | ||
Customer B | ||||
Concentration risk | ||||
Revenue from major customer as a percentage of total revenue | 25% | 20% | 18% | 21% |
Customer C | ||||
Concentration risk | ||||
Revenue from major customer as a percentage of total revenue | 20% | 16% | ||
Customer D | ||||
Concentration risk | ||||
Revenue from major customer as a percentage of total revenue | 12% | 13% |
Segment Information (Details 3)
Segment Information (Details 3) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Major customer disclosure | ||||
Revenue | $ 105,298 | $ 112,244 | $ 338,892 | $ 332,426 |
USA | ||||
Major customer disclosure | ||||
Revenue | 32,347 | 70,284 | 131,415 | 193,253 |
South Korea | ||||
Major customer disclosure | ||||
Revenue | 38,228 | 1,081 | 100,985 | 5,118 |
Singapore | ||||
Major customer disclosure | ||||
Revenue | 16,325 | 10,498 | 42,371 | 50,262 |
Other | ||||
Major customer disclosure | ||||
Revenue | $ 18,398 | $ 30,381 | $ 64,121 | $ 83,793 |
Marketable Securities (Details)
Marketable Securities (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2023 | Dec. 31, 2022 | |
Debt securities, available-for-sale | ||
Maximum maturity period of available-for-sale securities (in years) | 3 years | |
Cash and cash equivalents | ||
Gross unrealized gains | $ 2 | $ 0 |
Gross unrealized losses | (3) | (4) |
Total cash and cash equivalents, fair value | 131,957 | 125,334 |
Total cash and cash equivalents, amortized cost | 131,958 | 125,338 |
Marketable securities | ||
Fair value | 243,588 | 187,892 |
Amortized cost | 244,772 | 191,504 |
Gross unrealized gains | 8 | 8 |
Gross unrealized losses | 1,192 | 3,620 |
Cash, cash equivalents and marketable securities | ||
Fair value | 375,545 | 313,226 |
Amortized cost | 376,730 | 316,842 |
Gross unrealized gains | 10 | 8 |
Gross unrealized losses | (1,195) | (3,624) |
Time deposits | ||
Marketable securities | ||
Fair value | 9,746 | |
Amortized cost | 9,746 | |
Gross unrealized gains | 0 | |
Gross unrealized losses | 0 | |
U.S. Government bonds and notes | ||
Marketable securities | ||
Fair value | 131,142 | 96,371 |
Amortized cost | 131,562 | 98,250 |
Gross unrealized gains | 6 | 1 |
Gross unrealized losses | 426 | 1,880 |
Corporate notes, bonds and commercial paper | ||
Marketable securities | ||
Fair value | 102,700 | 91,521 |
Amortized cost | 103,464 | 93,254 |
Gross unrealized gains | 2 | 7 |
Gross unrealized losses | 766 | 1,740 |
Cash | ||
Cash and cash equivalents | ||
Fair value | 87,745 | 94,737 |
Amortized cost | 87,745 | 94,737 |
Total cash and cash equivalents, fair value | 87,745 | 94,737 |
Money market funds | ||
Cash and cash equivalents | ||
Fair value | 14,129 | 15,763 |
Amortized cost | 14,129 | 15,763 |
Gross unrealized gains | 0 | 0 |
Gross unrealized losses | 0 | 0 |
U.S. Government bonds and notes | ||
Cash and cash equivalents | ||
Fair value | 11,885 | |
Amortized cost | 11,886 | |
Gross unrealized gains | 1 | |
Gross unrealized losses | (2) | |
Corporate notes, bonds and commercial paper | ||
Cash and cash equivalents | ||
Fair value | 18,198 | 14,834 |
Amortized cost | 18,198 | 14,838 |
Gross unrealized gains | 1 | 0 |
Gross unrealized losses | (1) | (4) |
Cash equivalents | ||
Cash and cash equivalents | ||
Fair value | 44,212 | 30,597 |
Amortized cost | 44,213 | 30,601 |
Gross unrealized gains | 2 | 0 |
Gross unrealized losses | (3) | (4) |
Total cash and cash equivalents, fair value | $ 44,212 | $ 30,597 |
Marketable Securities (Details
Marketable Securities (Details 2) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Debt securities, available-for-sale | ||
Total cash and cash equivalents | $ 131,957 | $ 125,334 |
Marketable securities | 243,588 | 187,892 |
Fair value | 375,545 | 313,226 |
Cash | ||
Debt securities, available-for-sale | ||
Total cash and cash equivalents | 87,745 | 94,737 |
Cash equivalents | ||
Debt securities, available-for-sale | ||
Total cash and cash equivalents | $ 44,212 | $ 30,597 |
Marketable Securities (Detail_2
Marketable Securities (Details 3) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Debt securities, available-for-sale | ||
Less than 12 months, fair value | $ 143,161 | $ 74,431 |
Less than 12 months, gross unrealized losses | (263) | (58) |
12 months or greater, fair value | 36,763 | 112,147 |
12 months or greater, gross unrealized losses | (932) | (3,566) |
Fair value | 179,924 | 186,578 |
Gross unrealized losses | (1,195) | (3,624) |
U.S. Government bonds and notes | ||
Debt securities, available-for-sale | ||
Less than 12 months, fair value | 58,506 | 28,893 |
Less than 12 months, gross unrealized losses | (116) | (23) |
12 months or greater, fair value | 19,595 | 62,588 |
12 months or greater, gross unrealized losses | (312) | (1,857) |
Corporate notes, bonds and commercial paper | ||
Debt securities, available-for-sale | ||
Less than 12 months, fair value | 84,655 | 45,538 |
Less than 12 months, gross unrealized losses | (147) | (35) |
12 months or greater, fair value | 17,168 | 49,559 |
12 months or greater, gross unrealized losses | $ (620) | $ (1,709) |
Marketable Securities (Detail_3
Marketable Securities (Details 4) $ in Thousands | Sep. 30, 2023 USD ($) |
Contractual maturities | |
Contractual maturities, fair value, due less than one year | $ 266,769 |
Contractual maturities, fair value, due from one year through three years | 6,902 |
Contractual maturities, fair value | $ 273,671 |
Fair Value of Financial Instr_3
Fair Value of Financial Instruments (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Assets carried at fair value | ||
Marketable securities | $ 243,588 | $ 187,892 |
Time deposits | ||
Assets carried at fair value | ||
Marketable securities | 9,746 | |
U.S. Government bonds and notes | ||
Assets carried at fair value | ||
Marketable securities | 131,142 | 96,371 |
Corporate notes, bonds and commercial paper | ||
Assets carried at fair value | ||
Marketable securities | 102,700 | 91,521 |
Recurring basis | ||
Assets carried at fair value | ||
Total assets carried at fair value | 287,800 | 218,489 |
Liabilities carried at fair value | ||
Earn-out consideration related to PLDA acquisition | 11,400 | 14,800 |
Total liabilities carried at fair value | 11,400 | 14,800 |
Recurring basis | Money market funds | ||
Assets carried at fair value | ||
Marketable securities | 14,129 | 15,763 |
Recurring basis | Time deposits | ||
Assets carried at fair value | ||
Marketable securities | 9,746 | |
Recurring basis | U.S. Government bonds and notes | ||
Assets carried at fair value | ||
Marketable securities | 143,027 | 96,371 |
Recurring basis | Corporate notes, bonds and commercial paper | ||
Assets carried at fair value | ||
Marketable securities | 120,898 | 106,355 |
Recurring basis | Quoted market prices in active markets (Level 1) | ||
Assets carried at fair value | ||
Total assets carried at fair value | 14,129 | 15,763 |
Liabilities carried at fair value | ||
Earn-out consideration related to PLDA acquisition | 0 | 0 |
Total liabilities carried at fair value | 0 | 0 |
Recurring basis | Quoted market prices in active markets (Level 1) | Money market funds | ||
Assets carried at fair value | ||
Marketable securities | 14,129 | 15,763 |
Recurring basis | Quoted market prices in active markets (Level 1) | Time deposits | ||
Assets carried at fair value | ||
Marketable securities | 0 | |
Recurring basis | Quoted market prices in active markets (Level 1) | U.S. Government bonds and notes | ||
Assets carried at fair value | ||
Marketable securities | 0 | 0 |
Recurring basis | Quoted market prices in active markets (Level 1) | Corporate notes, bonds and commercial paper | ||
Assets carried at fair value | ||
Marketable securities | 0 | 0 |
Recurring basis | Significant other observable inputs (Level 2) | ||
Assets carried at fair value | ||
Total assets carried at fair value | 273,671 | 202,726 |
Liabilities carried at fair value | ||
Earn-out consideration related to PLDA acquisition | 0 | 0 |
Total liabilities carried at fair value | 0 | 0 |
Recurring basis | Significant other observable inputs (Level 2) | Money market funds | ||
Assets carried at fair value | ||
Marketable securities | 0 | 0 |
Recurring basis | Significant other observable inputs (Level 2) | Time deposits | ||
Assets carried at fair value | ||
Marketable securities | 9,746 | |
Recurring basis | Significant other observable inputs (Level 2) | U.S. Government bonds and notes | ||
Assets carried at fair value | ||
Marketable securities | 143,027 | 96,371 |
Recurring basis | Significant other observable inputs (Level 2) | Corporate notes, bonds and commercial paper | ||
Assets carried at fair value | ||
Marketable securities | 120,898 | 106,355 |
Recurring basis | Significant unobservable inputs (Level 3) | ||
Assets carried at fair value | ||
Total assets carried at fair value | 0 | 0 |
Liabilities carried at fair value | ||
Earn-out consideration related to PLDA acquisition | 11,400 | 14,800 |
Total liabilities carried at fair value | 11,400 | 14,800 |
Recurring basis | Significant unobservable inputs (Level 3) | Money market funds | ||
Assets carried at fair value | ||
Marketable securities | 0 | 0 |
Recurring basis | Significant unobservable inputs (Level 3) | Time deposits | ||
Assets carried at fair value | ||
Marketable securities | 0 | |
Recurring basis | Significant unobservable inputs (Level 3) | U.S. Government bonds and notes | ||
Assets carried at fair value | ||
Marketable securities | 0 | 0 |
Recurring basis | Significant unobservable inputs (Level 3) | Corporate notes, bonds and commercial paper | ||
Assets carried at fair value | ||
Marketable securities | $ 0 | $ 0 |
Fair Value of Financial Instr_4
Fair Value of Financial Instruments (Details 2) - Earn-out liability - Significant unobservable inputs (Level 3) - Recurring basis - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Fair value, assets measured on recurring basis, unobservable input reconciliation, rollforward | ||||
Balance as of beginning of period | $ 28,600 | $ 12,600 | $ 14,800 | $ 16,900 |
Change in fair value of earn-out liability due to remeasurement | (5,666) | 2,411 | 8,134 | (1,889) |
Balance as of end of period | 11,400 | 9,800 | 11,400 | 9,800 |
Change in fair value of earn-out liability due to achievement of revenue target | $ (11,534) | $ (5,211) | $ (11,534) | $ (5,211) |
Fair Value of Financial Instr_5
Fair Value of Financial Instruments (Details 3) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Debt instrument | ||
Carrying value | $ 0 | $ 10,378 |
Convertible senior notes | 1.375% Convertible senior notes due 2023 | ||
Debt instrument | ||
Face value | 0 | 10,381 |
Carrying value | $ 0 | 10,378 |
Fair value | $ 19,625 |
Fair Value of Financial Instr_6
Fair Value of Financial Instruments (Details Textual) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
Equity security without readily determinable fair value | |||||
Payments for settlement and repurchase of convertible senior notes | $ 10,381 | $ 258,060 | |||
Convertible senior notes | 1.375% Convertible senior notes due 2023 | |||||
Equity security without readily determinable fair value | |||||
Face value | $ 0 | $ 0 | $ 10,381 | ||
Private company | |||||
Equity security without readily determinable fair value | |||||
Equity method investment, ownership percentage | 25% | 25% | 25% | ||
Private company | Other assets | |||||
Equity security without readily determinable fair value | |||||
Equity method investment | $ 0 | $ 0 | $ 500 | ||
Recurring basis | Significant unobservable inputs (Level 3) | Earn-out liability | |||||
Equity security without readily determinable fair value | |||||
Change in fair value of earn-out liability due to remeasurement | $ (5,666) | $ 2,411 | $ 8,134 | $ (1,889) |
Leases, Operating Lease Maturit
Leases, Operating Lease Maturities (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Leases [Abstract] | ||
2023 (remaining three months) | $ 1,412 | |
2024 | 5,483 | |
2025 | 5,338 | |
2026 | 5,564 | |
2027 | 4,742 | |
Thereafter | 12,996 | |
Total minimum lease payments | 35,535 | |
Less: amount of lease payments representing interest | (5,244) | |
Present value of future minimum lease payments | 30,291 | |
Operating lease liabilities | 4,174 | $ 5,024 |
Long-term operating lease liabilities | $ 26,117 | $ 29,079 |
Leases, Additional Details (Det
Leases, Additional Details (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Lessee, lease, description | ||||
Operating lease, weighted-average remaining lease term | 6 years 7 months 6 days | 6 years 7 months 6 days | ||
Operating lease, weighted-average discount rate (as a percentage) | 5.60% | 5.60% | ||
Operating lease costs | $ 1.3 | $ 1.9 | $ 4.7 | $ 5.6 |
Operating lease payments | $ 5.2 | $ 6.7 | ||
Minimum | ||||
Lessee, lease, description | ||||
Lessee, operating lease, remaining lease term | 1 year | 1 year | ||
Maximum | ||||
Lessee, lease, description | ||||
Lessee, operating lease, remaining lease term | 7 years | 7 years |
Convertible Notes (Details)
Convertible Notes (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Debt instrument | ||
Total convertible notes | $ 0 | $ 10,378 |
Convertible senior notes | 1.375% Convertible senior notes due 2023 | ||
Debt instrument | ||
Face value | 0 | 10,381 |
Unamortized debt issuance costs | 0 | (3) |
Total convertible notes | 0 | 10,378 |
Less current portion | 0 | 10,378 |
Total long-term convertible notes | $ 0 | $ 0 |
Convertible Notes (Details 2)
Convertible Notes (Details 2) - Convertible senior notes - 1.375% Convertible senior notes due 2023 - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Interest expense related to notes | ||||
Convertible notes, stated interest rate (as a percentage) | 1.375% | 1.375% | 1.375% | 1.375% |
Coupon interest expense | $ 0 | $ 90 | $ 12 | $ 575 |
Amortization of debt issuance costs | 0 | 33 | 3 | 184 |
Interest Expense, Other Long-Term Debt | $ 0 | $ 123 | $ 15 | $ 759 |
Convertible Notes (Details Text
Convertible Notes (Details Textual) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2023 | Mar. 31, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
Debt instrument | ||||||
Payments for settlement and repurchase of convertible senior notes | $ 10,381 | $ 258,060 | ||||
Payments for settlement of warrants | $ (10,700) | (10,697) | (69,528) | |||
Loss on fair value adjustment of derivatives, net | $ 0 | $ 200 | $ 2,302 | $ 240 | $ 10,585 | |
Common stock | ||||||
Debt instrument | ||||||
Issuance of common stock in connection with the maturity of the convertible senior notes related to the settlement of the in-the-money conversion feature of the convertible senior notes (in shares) | 284 | |||||
Exercise of the convertible senior note hedges in conjunction with the conversion of convertible senior notes (in shares) | (300) | (284) | ||||
Convertible senior notes | 1.375% Convertible senior notes due 2023 | ||||||
Debt instrument | ||||||
Face value | $ 0 | $ 0 | $ 10,381 | |||
Issuance of common stock in connection with the maturity of the convertible senior notes related to the settlement of the in-the-money conversion feature of the convertible senior notes (in shares) | 300 |
Commitments and Contingencies_2
Commitments and Contingencies (Details) - USD ($) $ in Thousands | 9 Months Ended | |||
Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | ||
Contractual obligations | ||||
Remainder of 2023 | [1],[2] | $ 5,862 | ||
2024 | [1],[2] | 18,252 | ||
2025 | [1],[2] | 8,412 | ||
2026 | [1],[2] | 0 | ||
2027 | [1],[2] | 0 | ||
Total contractual obligation | [1],[2] | 32,526 | ||
Unrecognized tax benefit excluding foreign tax withholdings | 104,400 | |||
Unrecognized tax benefits | 179,500 | $ 164,500 | ||
Payments for settlement and repurchase of convertible senior notes | 10,381 | $ 258,060 | ||
Convertible senior notes | 1.375% Convertible senior notes due 2023 | ||||
Contractual obligations | ||||
Face value | 0 | 10,381 | ||
Long-term deferred tax assets | ||||
Contractual obligations | ||||
Unrecognized tax benefits | 27,400 | 19,600 | ||
Long-term income taxes payable | ||||
Contractual obligations | ||||
Unrecognized tax benefits | 77,000 | $ 1,300 | ||
Software licenses | ||||
Contractual obligations | ||||
Remainder of 2023 | [1],[2],[3] | 5,262 | ||
2024 | [1],[2],[3] | 16,502 | ||
2025 | [1],[2],[3] | 8,083 | ||
2026 | [1],[2],[3] | 0 | ||
2027 | [1],[2],[3] | 0 | ||
Total contractual obligation | [1],[2],[3] | $ 29,847 | ||
Terms of noncancellable license agreements, minimum (in years) | 1 year | |||
Software licenses | Other current liabilities | Engineering development tools | ||||
Contractual obligations | ||||
Total contractual obligation | $ 16,000 | |||
Software licenses | Other long-term liabilities | Engineering development tools | ||||
Contractual obligations | ||||
Total contractual obligation | 11,100 | |||
Other contractual obligations | ||||
Contractual obligations | ||||
Remainder of 2023 | [1],[2] | 600 | ||
2024 | [1],[2] | 1,200 | ||
2025 | [1],[2] | 0 | ||
2026 | [1],[2] | 0 | ||
2027 | [1],[2] | 0 | ||
Total contractual obligation | [1],[2] | 1,800 | ||
Acquisition retention bonuses | ||||
Contractual obligations | ||||
Remainder of 2023 | [1],[2],[4] | 0 | ||
2024 | [1],[2],[4] | 550 | ||
2025 | [1],[2],[4] | 329 | ||
2026 | [1],[2],[4] | 0 | ||
2027 | [1],[2],[4] | 0 | ||
Total contractual obligation | [1],[2],[4] | $ 879 | ||
[1]For the Company’s lease commitments as of September 30, 2023, refer to Note 8, “Leases.”[2]The above table does not reflect possible payments in connection with unrecognized tax benefits of approximately $104.4 million, including $27.4 million recorded as a reduction of long-term deferred tax assets and $77.0 million in long-term income taxes payable as of September 30, 2023. As noted below in Note 13, “Income Taxes,” although it is possible that some of the unrecognized tax benefits could be settled within the next 12 months, the Company cannot reasonably estimate the outcome at this time.[3]The Company has commitments with various software vendors for agreements generally having terms longer than one year. As of September 30, 2023, approximately $16.0 million of the fair value of the software licenses was included in other current liabilities and $11.1 million was included in other long-term liabilities, in the accompanying Unaudited Condensed Consolidated Balance Sheet.[4]In connection with the acquisitions of Hardent in the second quarter of 2022 and PLDA in the third quarter of 2021, the Company is obligated to pay retention bonuses to certain employees subject to certain eligibility and acceleration provisions, including the condition of employment. (5) In connection with the acquisition of AnalogX in the third quarter of 2021, the Company was obligated to pay retention bonuses to certain employees subject to certain eligibility and acceleration provisions, including the condition of employment. In September 2023, the Company divested its PHY IP group, which includes AnalogX and resulted in the Company recognizing an immaterial decrease related to the remaining AnalogX acquisition retention bonus liability. Refer to Note 17, “Divestiture,” for additional information. |
Equity Incentive Plans and St_3
Equity Incentive Plans and Stock-Based Compensation (Details) | 9 Months Ended | |
Sep. 30, 2023 shares | ||
Stock compensation plan | ||
Shares available for grant | ||
Shares available as of beginning of period | 7,655,769 | |
Number of additional shares authorized | 5,210,000 | [1] |
Nonvested equity stock and stock units granted (in shares) | (2,022,315) | [2],[3] |
Nonvested equity stock and stock units forfeited (in shares) | 1,070,338 | [3] |
Shares available as of end of period | 11,913,792 | |
Stock compensation plan | Award date, Period 1 | ||
Shares available for grant | ||
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 | |
Stock compensation plan | Award date, Period 2 | ||
Shares available for grant | ||
Conversion factor used to calculate the decrease in the number of shares available for grant resulting from the grant of restricted stock awards | 1 | |
Conversion factor used to calculate the increase in the number of shares available for grant resulting from the forfeiture of restricted stock awards | 1 | |
Potential additional performance stock units | ||
Shares available for grant | ||
Nonvested equity stock and stock units granted (in shares) | 200,000 | |
[1]On April 27, 2023, the Company’s stockholders approved these additional shares to be reserved for issuance under the 2015 Equity Incentive Plan (the “2015 Plan”).[2]Amount includes approximately 0.2 million shares that have been reserved for potential future issuance related to certain performance unit awards granted in the first quarter of 2023 and discussed under the section titled “Nonvested Equity Stock and Stock Units” below.[3]For purposes of determining the number of shares available for grant under the 2015 Plan against the maximum number of shares authorized, each restricted stock unit granted prior to April 27, 2023 reduces the number of shares available for grant by 1.5 shares and each restricted stock unit forfeited increases shares available for grant by 1.5 shares. Each restricted stock unit granted on or after April 27, 2023 reduces the number of shares available for grant by 1.0 shares and each restricted stock unit forfeited increases shares available for grant by 1.0 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, 2023 USD ($) $ / shares shares | |
Number of shares | |
Outstanding as of beginning of period | shares | 432,443 |
Options exercised | shares | (268,289) |
Outstanding as of end of period | shares | 164,154 |
Vested or expected to vest as of end of period | shares | 164,154 |
Options exercisable as of end of period | shares | 162,487 |
Weighted-average exercise price | |
Outstanding as of beginning of period | $ / shares | $ 11.60 |
Options exercised | $ / shares | 11.49 |
Outstanding as of end of period | $ / shares | 11.79 |
Vested or expected to vest as of end of period | $ / shares | 11.79 |
Options exercisable as of end of period | $ / shares | $ 11.77 |
Weighted-average remaining contractual term (in years) | |
Outstanding | 3 years 8 months 12 days |
Vested or expected to vest | 3 years 8 months 12 days |
Options exercisable | 3 years 8 months 1 day |
Aggregate intrinsic value | |
Options exercised | $ | $ 3,082 |
Outstanding | $ | 7,223 |
Vested or expected to vest | $ | 7,223 |
Options exercisable | $ | $ 7,153 |
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, 2023 | Sep. 30, 2022 | |
Nonvested equity stock and stock units | |||
Nonvested as of beginning of period (in shares) | 4,718,060 | ||
Granted (in shares) | 500,000 | 1,208,954 | 2,200,000 |
Vested (in shares) | (1,718,642) | ||
Forfeited (in shares) | (690,141) | ||
Nonvested as of end of period (in shares) | 3,518,231 | ||
Weighted-average grant-date fair value | |||
Nonvested as of beginning of period (in dollars per share) | $ 22.78 | ||
Granted (in dollars per share) | 46.39 | ||
Vested (in dollars per share) | 24.13 | ||
Forfeited (in dollars per share) | 28.04 | ||
Nonvested as of end of period (in dollars per share) | $ 32.28 |
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, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
Stock compensation plan | |||||
Stock-based compensation | |||||
Shares available for issuance | 11,913,792 | 11,913,792 | 7,655,769 | ||
Contingently issuable ESPP shares | |||||
Stock-based compensation | |||||
Employee stock purchase plan, shares issued during period | 120,569 | 161,254 | |||
Employee stock purchase plans, weighted average price per share | $ 27.91 | $ 19.97 | |||
Shares available for issuance | 2,400,000 | 2,400,000 | |||
Discount from the fair market value (as a percentage) | 15% | ||||
Stock-based compensation expense | $ 0.5 | $ 0.4 | $ 1.5 | $ 1.2 | |
Unrecognized compensation cost | 0.2 | $ 0.2 | |||
Unrecognized compensation cost, weighted-average period | 1 month | ||||
Options | |||||
Stock-based compensation | |||||
Unrecognized compensation cost, weighted-average period | 1 month | ||||
Nonvested equity stock units and stock units | |||||
Stock-based compensation | |||||
Stock-based compensation expense | 9.5 | $ 8.5 | $ 32.9 | $ 24 | |
Unrecognized compensation cost | $ 73 | $ 73 | |||
Unrecognized compensation cost, weighted-average period | 2 years 1 month 6 days | ||||
Awards, nonvested grants in period, shares | 500,000 | 1,208,954 | 2,200,000 | ||
Requisite service period | 4 years | 4 years | 4 years | 4 years | |
Awards, nonvested grants in period, fair value | $ 2.1 | $ 12.8 | $ 57.3 | $ 61.8 | |
Nonvested equity stock units and stock units | Director | |||||
Stock-based compensation | |||||
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, 2023 | 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 | 7,900,000 |
Stockholders' Equity (Details 2
Stockholders' Equity (Details 2) - USD ($) $ in Thousands, shares in Millions | 3 Months Ended | 9 Months Ended | ||||||
Sep. 22, 2023 | Aug. 11, 2023 | Sep. 30, 2023 | Mar. 31, 2023 | Dec. 31, 2022 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Accelerated share repurchases | ||||||||
Repurchase and retirement of common stock under repurchase program | $ 100,524 | $ 100,412 | $ 100,524 | $ 100,412 | ||||
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) | (0.1) | (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 | |||||||
2023 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) | (0.2) | (1.6) | ||||||
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, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Income Tax Disclosure [Abstract] | ||||
Provision for (benefit from) income taxes | $ 4,032 | $ 2,501 | $ (151,092) | $ 5,945 |
Income taxes paid | $ 5,400 | $ 5,500 | $ 15,800 | $ 15,800 |
Income Taxes (Details 2)
Income Taxes (Details 2) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended |
Jun. 30, 2023 | Jun. 30, 2023 | |
Income Tax Disclosure [Abstract] | ||
Valuation allowance, deferred tax asset, increase (decrease) | $ (149.4) | $ 149.4 |
Income Taxes (Details 3)
Income Taxes (Details 3) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 9 Months Ended | |||
Sep. 30, 2023 | Jun. 30, 2023 | Jun. 30, 2023 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
Valuation allowance | ||||||
Valuation allowance, deferred tax asset, increase (decrease) | $ (149,400) | $ 149,400 | ||||
Unrecognized tax benefits | $ 179,500 | $ 179,500 | $ 164,500 | |||
Income taxes receivable | 82,700 | 83,423 | $ (202) | |||
Income taxes payable | (75,600) | 61,736 | $ (15,352) | |||
Deferred tax assets | (7,100) | (7,100) | ||||
Divestiture, not discontinued operations | PHY IP group | ||||||
Valuation allowance | ||||||
Valuation allowance, deferred tax asset, increase (decrease) | 4,400 | (145,100) | ||||
Foreign tax authority | National Tax Services | ||||||
Valuation allowance | ||||||
Unrecognized tax benefits | 152,600 | 152,600 | ||||
Long-term deferred tax assets | ||||||
Valuation allowance | ||||||
Unrecognized tax benefits | 27,400 | 27,400 | 19,600 | |||
Other assets | Foreign tax authority | National Tax Services | ||||||
Valuation allowance | ||||||
Unrecognized tax benefits | 75,100 | 75,100 | 143,600 | |||
Long-term income taxes payable | ||||||
Valuation allowance | ||||||
Unrecognized tax benefits | $ 77,000 | $ 77,000 | $ 1,300 |
Derivative Instruments and He_2
Derivative Instruments and Hedging Activities (Details) - Sep. 30, 2023 € in Millions, $ in Millions | EUR (€) | USD ($) |
Not designated as hedging instrument | Foreign currency forward contract | Euro | ||
Derivative instruments and hedging activities disclosures | ||
Derivative, notional amount | € 3.2 | $ 3.4 |
Restructuring and Related Act_3
Restructuring and Related Activities (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Restructuring reserve | ||||
Restructuring and other charges (benefit) | $ (100) | $ 0 | $ 9,394 | $ 0 |
2023 Plan | ||||
Restructuring reserve | ||||
Balance at beginning of period | 0 | |||
Restructuring and other charges (benefit) | 9,394 | |||
Non-cash charges | (948) | |||
Payments for restructuring | (6,066) | |||
Balance at end of period | 2,380 | 2,380 | ||
2023 Plan | Employee severance | ||||
Restructuring reserve | ||||
Balance at beginning of period | 0 | |||
Restructuring and other charges (benefit) | 4,646 | |||
Non-cash charges | 0 | |||
Payments for restructuring | (4,066) | |||
Balance at end of period | 580 | 580 | ||
2023 Plan | Other restructuring | ||||
Restructuring reserve | ||||
Balance at beginning of period | 0 | |||
Restructuring and other charges (benefit) | 4,748 | |||
Non-cash charges | (948) | |||
Payments for restructuring | (2,000) | |||
Balance at end of period | $ 1,800 | $ 1,800 |
Restructuring and Related Act_4
Restructuring and Related Activities (Details Textual) $ in Thousands | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||
Jun. 30, 2023 | Sep. 30, 2023 USD ($) | Sep. 30, 2022 USD ($) | Sep. 30, 2023 USD ($) | Sep. 30, 2022 USD ($) | |
Restructuring costs and reserves | |||||
Restructuring and other charges (benefit) | $ (100) | $ 0 | $ 9,394 | $ 0 | |
2023 Plan | |||||
Restructuring costs and reserves | |||||
Restructuring, number of positions eliminated | 42 | ||||
Restructuring and other charges (benefit) | $ 9,394 |
Divestiture (Details)
Divestiture (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Divestiture | ||||
Divestiture, proceeds, net | $ 106,347 | $ 0 | ||
Divestiture, gain (loss), net | $ 90,843 | $ 0 | 90,843 | 0 |
Other asset impairment charges | 10,045 | $ 0 | 10,045 | $ 0 |
Divestiture, not discontinued operations | PHY IP group | ||||
Divestiture | ||||
Divestiture, consideration, initial selling price | 110,000 | 110,000 | ||
Divestiture, proceeds, net | 106,300 | |||
Divestiture, purchase price adjustments | 3,700 | 3,700 | ||
Divestiture, gain (loss), net | 90,800 | 90,800 | ||
Divestiture, transaction costs | $ 1,400 | $ 1,400 |
Acquisition (Consideration Tran
Acquisition (Consideration Transferred) (Details) - Hardent, Inc. $ in Millions | May 20, 2022 USD ($) |
Business acquisition | |
Total consideration | $ 16.1 |
Total consideration transferred | $ 14.7 |
Escrow release term | 18 months |
Indemnification obligations | |
Business acquisition | |
Escrow deposits | $ 1.2 |
Other contractual provisions | |
Business acquisition | |
Escrow deposits | $ 0.2 |
Acquisition (Purchase Price All
Acquisition (Purchase Price Allocation) (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 | May 20, 2022 |
Business acquisition | |||
Goodwill | $ 286,812 | $ 292,040 | |
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) - Hardent, Inc. $ in Thousands | May 20, 2022 USD ($) |
Identified intangible assets assumed in the acquisitions | |
Identified intangible assets assumed | $ 5,000 |
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 |
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, 2022 | |
Pro forma financial information, nonrecurring adjustment | ||
Pro forma financial information, revenue | $ 112,244 | $ 335,485 |
Pro forma financial information, net income (loss) | 1,170 | (29,228) |
Pro forma financial information, adjustment, acquisition-related costs | $ 200 | $ 1,200 |
Acquisition (Additional Informa
Acquisition (Additional Information) (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | May 20, 2022 | |
Business acquisition | |||
Contractual obligation | [1],[2] | $ 32,526 | |
Acquisition retention bonuses | |||
Business acquisition | |||
Contractual obligation | [1],[2],[3] | $ 879 | |
Hardent, Inc. | Acquisition retention bonuses | Annually | |||
Business acquisition | |||
Contractual obligation | $ 1,200 | ||
[1]For the Company’s lease commitments as of September 30, 2023, refer to Note 8, “Leases.”[2]The above table does not reflect possible payments in connection with unrecognized tax benefits of approximately $104.4 million, including $27.4 million recorded as a reduction of long-term deferred tax assets and $77.0 million in long-term income taxes payable as of September 30, 2023. As noted below in Note 13, “Income Taxes,” although it is possible that some of the unrecognized tax benefits could be settled within the next 12 months, the Company cannot reasonably estimate the outcome at this time.[3]In connection with the acquisitions of Hardent in the second quarter of 2022 and PLDA in the third quarter of 2021, the Company is obligated to pay retention bonuses to certain employees subject to certain eligibility and acceleration provisions, including the condition of employment. (5) In connection with the acquisition of AnalogX in the third quarter of 2021, the Company was obligated to pay retention bonuses to certain employees subject to certain eligibility and acceleration provisions, including the condition of employment. In September 2023, the Company divested its PHY IP group, which includes AnalogX and resulted in the Company recognizing an immaterial decrease related to the remaining AnalogX acquisition retention bonus liability. Refer to Note 17, “Divestiture,” for additional information. |