Cover Page
Cover Page | 6 Months Ended |
Jun. 30, 2024 shares | |
Cover [Abstract] | |
Document Type | 10-Q |
Document Quarterly Report | true |
Document Period End Date | Jun. 30, 2024 |
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, $0.001 Par Value |
Trading Symbol | RMBS |
Security Exchange Name | NASDAQ |
Entity Current Reporting Status | Yes |
Entity Interactive Data Current | Yes |
Entity Filer Category | Large Accelerated Filer |
Entity Small Business | false |
Entity Emerging Growth Company | false |
Entity Shell Company | false |
Entity Common Stock, Shares Outstanding | 107,680,174 |
Entity Central Index Key | 0000917273 |
Current Fiscal Year End Date | --12-31 |
Document Fiscal Year Focus | 2024 |
Document Fiscal Period Focus | Q2 |
Amendment Flag | false |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
Current assets: | ||
Cash and cash equivalents | $ 124,578 | $ 94,767 |
Marketable securities | 308,306 | 331,077 |
Accounts receivable | 83,210 | 82,925 |
Unbilled receivables | 29,493 | 50,872 |
Inventories | 52,596 | 36,154 |
Prepaids and other current assets | 11,975 | 34,850 |
Total current assets | 610,158 | 630,645 |
Intangible assets, net | 22,279 | 28,769 |
Goodwill | 286,812 | 286,812 |
Property, plant and equipment, net | 74,916 | 67,808 |
Operating lease right-of-use assets | 21,760 | 21,497 |
Unbilled receivables | 4,391 | 4,423 |
Deferred tax assets | 130,163 | 127,892 |
Income taxes receivable | 98,683 | 88,768 |
Other assets | 1,461 | 1,613 |
Total assets | 1,250,623 | 1,258,227 |
Current liabilities: | ||
Accounts payable | 26,970 | 18,074 |
Accrued salaries and benefits | 15,880 | 17,504 |
Deferred revenue | 15,385 | 17,393 |
Income taxes payable | 1,005 | 5,099 |
Operating lease liabilities | 5,033 | 4,453 |
Other current liabilities | 20,761 | 26,598 |
Total current liabilities | 85,034 | 89,121 |
Long-term operating lease liabilities | 25,780 | 26,255 |
Long-term income taxes payable | 92,728 | 78,947 |
Deferred tax liabilities | 3,949 | 4,462 |
Other long-term liabilities | 14,240 | 21,341 |
Total liabilities | 221,731 | 220,126 |
Commitments and contingencies (Notes 9, 11 and 15) | ||
Stockholders’ equity: | ||
Convertible preferred stock, $.001 par value: Authorized: 5,000,000 shares; Issued and outstanding: no shares at June 30, 2024 and December 31, 2023 | 0 | 0 |
Common stock, $.001 par value: Authorized: 500,000,000 shares; Issued and outstanding: 107,680,174 shares at June 30, 2024 and 107,853,778 shares at December 31, 2023 | 108 | 108 |
Additional paid-in capital | 1,295,277 | 1,324,796 |
Accumulated deficit | (264,527) | (285,534) |
Accumulated other comprehensive loss | (1,966) | (1,269) |
Total stockholders’ equity | 1,028,892 | 1,038,101 |
Total liabilities and stockholders’ equity | $ 1,250,623 | $ 1,258,227 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Jun. 30, 2024 | Dec. 31, 2023 |
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 | 107,680,174 | 107,853,778 |
Common stock, outstanding shares | 107,680,174 | 107,853,778 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Revenue | ||||
Revenue | $ 132,138 | $ 119,832 | $ 250,009 | $ 233,594 |
Cost of revenue | ||||
Cost of product revenue | 22,779 | 18,743 | 42,827 | 45,166 |
Cost of contract and other revenue | 1,000 | 1,294 | 1,555 | 2,985 |
Amortization of acquired intangible assets | 3,052 | 3,561 | 6,108 | 7,123 |
Cost of revenue | 26,831 | 23,598 | 50,490 | 55,274 |
Gross profit | 105,307 | 96,234 | 199,519 | 178,320 |
Operating expenses: | ||||
Research and development | 40,525 | 41,576 | 77,884 | 83,474 |
Sales, general and administrative | 24,402 | 26,187 | 50,229 | 57,151 |
Amortization of acquired intangible assets | 187 | 382 | 382 | 764 |
Restructuring and other charges | 0 | 9,494 | 0 | 9,494 |
Impairment of assets | 1,071 | 0 | 1,071 | 0 |
Change in fair value of earn-out liability | (1,200) | 6,900 | (500) | 13,800 |
Total operating expenses | 64,985 | 84,539 | 129,066 | 164,683 |
Operating income | 40,322 | 11,695 | 70,453 | 13,637 |
Interest income and other income (expense), net | 4,400 | 2,236 | 8,987 | 4,397 |
Loss on fair value adjustment of derivatives, net | 0 | 0 | 0 | (240) |
Interest expense | (371) | (376) | (737) | (757) |
Interest and other income (expense), net | 4,029 | 1,860 | 8,250 | 3,400 |
Income before income taxes | 44,351 | 13,555 | 78,703 | 17,037 |
Provision for (benefit from) income taxes | 8,295 | (155,325) | 9,749 | (155,124) |
Net income | $ 36,056 | $ 168,880 | $ 68,954 | $ 172,161 |
Net income per share: | ||||
Basic net income per share | $ 0.33 | $ 1.55 | $ 0.64 | $ 1.59 |
Diluted net income per share | $ 0.33 | $ 1.51 | $ 0.63 | $ 1.55 |
Weighted-average shares used in per share calculation: | ||||
Basic (in shares) | 107,721 | 109,039 | 107,906 | 108,561 |
Diluted (in shares) | 109,047 | 111,601 | 109,628 | 111,373 |
Product revenue | ||||
Revenue | ||||
Revenue | $ 56,692 | $ 54,978 | $ 107,052 | $ 118,753 |
Royalties | ||||
Revenue | ||||
Revenue | 56,380 | 40,672 | 103,856 | 68,841 |
Contract and other revenue | ||||
Revenue | ||||
Revenue | $ 19,066 | $ 24,182 | $ 39,101 | $ 46,000 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Statement of Comprehensive Income [Abstract] | ||||
Net income | $ 36,056 | $ 168,880 | $ 68,954 | $ 172,161 |
Other comprehensive income (loss): | ||||
Foreign currency translation adjustment | (53) | 125 | (148) | 330 |
Unrealized gain (loss) on marketable securities, net of tax | (57) | 381 | (549) | 1,604 |
Total comprehensive income | $ 35,946 | $ 169,386 | $ 68,257 | $ 174,095 |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY - USD ($) shares in Thousands, $ in Thousands | Total | Common Stock | Additional Paid-in Capital | Accumulated Deficit | Accumulated Other Comprehensive Loss |
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 | |||||
Exercise of the convertible senior note hedges in connection with the conversion of convertible senior notes and retirement of the corresponding shares (in shares) | (300) | ||||
Balance (in shares) at Mar. 31, 2023 | 108,845 | ||||
Balance at Mar. 31, 2023 | 761,729 | $ 109 | 1,286,570 | (521,415) | (3,535) |
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 | 172,161 | 172,161 | |||
Foreign currency translation adjustment | 330 | 330 | |||
Unrealized gain (loss) on marketable securities, net of tax | 1,604 | 1,604 | |||
Issuance of common stock upon exercise of options, equity stock and employee stock purchase plan, net of withholding taxes (in shares) | 1,323 | ||||
Issuance of common stock upon exercise of options, equity stock and employee stock purchase plan, net of withholding taxes | (26,837) | $ 1 | (26,838) | ||
Issuance of common stock in connection with the payment of year 1 earn-out related to the PLDA Group acquisition (in shares) | 198 | ||||
Issuance of common stock in connection with the payment of year 1 earn-out related to the PLDA Group acquisition | 5,022 | 5,022 | |||
Stock-based compensation | 24,438 | 24,438 | |||
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 connection with the conversion of convertible senior notes and retirement of the corresponding shares (in shares) | (284) | ||||
Exercise of the convertible senior note hedges in connection with the conversion of convertible senior notes and retirement of the corresponding shares | 11,440 | (11,440) | |||
Retirement of warrants | (10,457) | (10,457) | |||
Balance (in shares) at Jun. 30, 2023 | 109,131 | ||||
Balance at Jun. 30, 2023 | 945,558 | $ 109 | 1,301,013 | (352,535) | (3,029) |
Balance (in shares) at Mar. 31, 2023 | 108,845 | ||||
Balance at Mar. 31, 2023 | 761,729 | $ 109 | 1,286,570 | (521,415) | (3,535) |
Increase (Decrease) in Stockholders' Equity | |||||
Net income | 168,880 | 168,880 | |||
Foreign currency translation adjustment | 125 | 125 | |||
Unrealized gain (loss) on marketable securities, net of tax | 381 | 381 | |||
Issuance of common stock upon exercise of options, equity stock and employee stock purchase plan, net of withholding taxes (in shares) | 286 | ||||
Issuance of common stock upon exercise of options, equity stock and employee stock purchase plan, net of withholding taxes | 3,068 | 3,068 | |||
Stock-based compensation | 11,375 | 11,375 | |||
Balance (in shares) at Jun. 30, 2023 | 109,131 | ||||
Balance at Jun. 30, 2023 | 945,558 | $ 109 | 1,301,013 | (352,535) | (3,029) |
Balance (in shares) at Dec. 31, 2023 | 107,854 | ||||
Balance at Dec. 31, 2023 | 1,038,101 | $ 108 | 1,324,796 | (285,534) | (1,269) |
Balance (in shares) at Mar. 31, 2024 | 107,781 | ||||
Balance at Mar. 31, 2024 | 991,592 | $ 108 | 1,293,923 | (300,583) | (1,856) |
Balance (in shares) at Dec. 31, 2023 | 107,854 | ||||
Balance at Dec. 31, 2023 | 1,038,101 | $ 108 | 1,324,796 | (285,534) | (1,269) |
Increase (Decrease) in Stockholders' Equity | |||||
Net income | 68,954 | 68,954 | |||
Foreign currency translation adjustment | (148) | (148) | |||
Unrealized gain (loss) on marketable securities, net of tax | (549) | (549) | |||
Issuance of common stock upon exercise of options, equity stock and employee stock purchase plan, net of withholding taxes (in shares) | 864 | ||||
Issuance of common stock upon exercise of options, equity stock and employee stock purchase plan, net of withholding taxes | (35,242) | $ 1 | (35,243) | ||
Issuance of common stock in connection with the payment of year 1 earn-out related to the PLDA Group acquisition | 0 | ||||
Repurchase and retirement of common stock under repurchase program (in shares) | (1,038) | ||||
Repurchase and retirement of common stock under repurchase program | (63,370) | $ (1) | (15,422) | (47,947) | |
Stock-based compensation | 21,146 | 21,146 | |||
Balance (in shares) at Jun. 30, 2024 | 107,680 | ||||
Balance at Jun. 30, 2024 | 1,028,892 | $ 108 | 1,295,277 | (264,527) | (1,966) |
Balance (in shares) at Mar. 31, 2024 | 107,781 | ||||
Balance at Mar. 31, 2024 | 991,592 | $ 108 | 1,293,923 | (300,583) | (1,856) |
Increase (Decrease) in Stockholders' Equity | |||||
Net income | 36,056 | 36,056 | |||
Foreign currency translation adjustment | (53) | (53) | |||
Unrealized gain (loss) on marketable securities, net of tax | (57) | (57) | |||
Issuance of common stock upon exercise of options, equity stock and employee stock purchase plan, net of withholding taxes (in shares) | 120 | ||||
Issuance of common stock upon exercise of options, equity stock and employee stock purchase plan, net of withholding taxes | 2,261 | 2,261 | |||
Repurchase and retirement of common stock under repurchase program (in shares) | (221) | ||||
Repurchase and retirement of common stock under repurchase program | (12,558) | (12,558) | |||
Stock-based compensation | 11,651 | 11,651 | |||
Balance (in shares) at Jun. 30, 2024 | 107,680 | ||||
Balance at Jun. 30, 2024 | $ 1,028,892 | $ 108 | $ 1,295,277 | $ (264,527) | $ (1,966) |
CONDENSED CONSOLIDATED STATEM_4
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2024 | Jun. 30, 2023 | |
Cash flows from operating activities: | ||
Net income | $ 68,954 | $ 172,161 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Stock-based compensation | 21,147 | 24,438 |
Depreciation | 15,242 | 18,678 |
Amortization of intangible assets | 6,490 | 7,888 |
Loss on fair value adjustment of derivatives, net | 0 | 240 |
Impairment of assets | 1,071 | 0 |
Deferred income taxes | (2,786) | (156,519) |
Change in fair value of earn-out liability | (500) | 13,800 |
Other | 29 | 489 |
Change in operating assets and liabilities: | ||
Accounts receivable | (268) | (8,540) |
Unbilled receivables | 21,411 | 53,070 |
Prepaids and other current assets | 270 | (421) |
Inventories | (16,442) | (12,627) |
Income taxes receivable | (9,915) | (28) |
Accounts payable | 4,051 | (9,204) |
Accrued salaries and benefits and other liabilities | (4,291) | 5,126 |
Income taxes payable | 9,647 | (9,158) |
Deferred revenue | (1,640) | (7,200) |
Operating lease liabilities | (2,929) | (2,845) |
Net cash provided by operating activities | 109,541 | 89,348 |
Cash flows from investing activities: | ||
Purchases of property, plant, and equipment | (14,338) | (14,487) |
Purchases of marketable securities | (224,164) | (137,241) |
Maturities of marketable securities | 160,756 | 29,155 |
Proceeds from sales of marketable securities | 85,722 | 87,591 |
Proceeds from sale of non-marketable equity security | 22,796 | 0 |
Net cash provided by (used in) investing activities | 30,772 | (34,982) |
Cash flows from financing activities: | ||
Proceeds received from issuance of common stock under employee stock plans | 3,351 | 5,084 |
Payments of taxes on restricted stock units | (38,593) | (31,921) |
Payments under installment payment arrangements | (9,048) | (7,931) |
Payments for settlement and repurchase of convertible senior notes | 0 | (10,381) |
Payments for settlement of warrants | 0 | (10,697) |
Payment of deferred purchase consideration from acquisition | (2,450) | (2,450) |
Repurchase and retirement of common stock | (63,312) | 0 |
Net cash used in financing activities | (110,052) | (58,296) |
Effect of exchange rate changes on cash and cash equivalents | (450) | 426 |
Net increase (decrease) in cash and cash equivalents | 29,811 | (3,504) |
Cash and cash equivalents at beginning of period | 94,767 | 125,694 |
Cash and cash equivalents at end of period | 124,578 | 122,190 |
Non-cash operating, investing and financing activities: | ||
Property, plant and equipment received and accrued in accounts payable and other liabilities | 6,865 | 4,226 |
Operating lease right-of-use assets obtained in exchange for operating lease obligations | 3,034 | 0 |
Issuance of common stock in connection with the payment of year 1 earn-out related to the PLDA acquisition | $ 0 | $ 5,022 |
Basis of Presentation
Basis of Presentation | 6 Months Ended |
Jun. 30, 2024 | |
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. Financial Statement Preparation 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, 2023. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. Significant Accounting Policies There were no material changes to Rambus’s significant accounting policies disclosed in Note 2, “Summary of Significant Accounting Policies,” of Notes to Consolidated Financial Statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023. |
Recent Accounting Pronouncement
Recent Accounting Pronouncements | 6 Months Ended |
Jun. 30, 2024 | |
Accounting Standards Update and Change in Accounting Principle [Abstract] | |
Recent Accounting Pronouncements | Recent Accounting Pronouncements Recent Accounting Pronouncements Not Yet Adopted In November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2023-07, “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures.” This guidance requires disclosure of incremental segment information on an annual and interim basis, primarily through enhanced disclosures about significant segment expenses that are regularly provided to the chief operating decision maker. In addition, this ASU requires that all existing annual disclosures about segment profit or loss must be provided on an interim basis and clarifies that single reportable segment entities are subject to the disclosure requirement under Topic 280 in its entirety. This ASU is effective for annual reporting periods beginning after December 15, 2023, and interim reporting periods within annual reporting periods beginning after December 15, 2024. Early adoption is permitted. The amendments in this ASU should be applied on a retrospective basis. The Company is currently evaluating the impact that the adoption of this guidance will have on its consolidated financial statements. In December 2023, the FASB issued ASU No. 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures.” This guidance requires additional disclosures related to rate reconciliation, income taxes paid and other disclosures. For each annual period presented, public business entities are required to 1) disclose specific categories in the rate reconciliation and 2) provide additional information for reconciling items that meet a quantitative threshold. In addition, this ASU requires all reporting entities to disclose on an annual basis the amount of income taxes paid disaggregated by federal, state and foreign taxes, as well as the amount of income taxes paid disaggregated by individual jurisdictions which meet a quantitative threshold. This ASU is effective for annual reporting periods beginning after December 15, 2024, with early adoption permitted for annual financial statements that have not yet been issued or made available for issuance. The amendments in this ASU should be applied on a prospective basis, with retrospective application permitted. The Company is currently evaluating the impact that the adoption of this guidance will have on its consolidated financial statements. |
Revenue Recognition
Revenue Recognition | 6 Months Ended |
Jun. 30, 2024 | |
Revenue from Contract with Customer [Abstract] | |
Revenue Recognition | Revenue Recognition Contract Balances The contract assets are primarily related to the Company’s fixed fee intellectual property (“IP”) licensing arrangements and rights to consideration for performance obligations delivered but not billed as of June 30, 2024. The Company’s contract balances were as follows: As of (In thousands) June 30, 2024 December 31, 2023 Unbilled receivables $ 33,884 $ 55,295 Deferred revenue $ 16,442 $ 18,085 During the six months ended June 30, 2024, the Company recognized $14.3 million of revenue that was included in deferred revenue as of December 31, 2023. During the six months ended June 30, 2023, the Company recognized $17.0 million of revenue that was included in deferred revenue as of December 31, 2022. 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 $18.9 million as of June 30, 2024, which the Company primarily expects to recognize over the next 2 years. |
Earnings Per Share
Earnings Per Share | 6 Months Ended |
Jun. 30, 2024 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | Earnings Per Share Basic earnings per share is calculated by dividing the net income 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, and 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 Company’s 2023 Notes (“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 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 per share: Three Months Ended Six Months Ended June 30, June 30, (In thousands, except per share amounts) 2024 2023 2024 2023 Net income per share: Numerator: Net income $ 36,056 $ 168,880 $ 68,954 $ 172,161 Denominator: Weighted-average shares outstanding - basic 107,721 109,039 107,906 108,561 Effect of potentially dilutive common shares 1,326 2,562 1,722 2,812 Weighted-average shares outstanding - diluted 109,047 111,601 109,628 111,373 Basic net income per share $ 0.33 $ 1.55 $ 0.64 $ 1.59 Diluted net income per share $ 0.33 $ 1.51 $ 0.63 $ 1.55 |
Intangible Assets and Goodwill
Intangible Assets and Goodwill | 6 Months Ended |
Jun. 30, 2024 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets and Goodwill | Intangible Assets and Goodwill Goodwill The following tables present goodwill information for the six months ended June 30, 2024: (In thousands) As of December 31, 2023 Adjustments to As of June 30, 2024 Total goodwill $ 286,812 $ — $ 286,812 Intangible Assets, Net The components of the Company’s intangible assets as of June 30, 2024 and December 31, 2023 were as follows: As of June 30, 2024 (In thousands) Useful Life Gross Carrying Accumulated Amortization Net Carrying Amount Existing technology 3 to 10 years $ 286,712 $ (271,948) $ 14,764 Customer contracts and contractual relationships 0.5 to 10 years 37,496 (37,381) 115 Trademarks 3 years 300 (300) — In-process research and development (“IPR&D”) Not applicable 7,400 — 7,400 Total intangible assets $ 331,908 $ (309,629) $ 22,279 As of December 31, 2023 (In thousands) Useful Life Gross Carrying Amount Accumulated Amortization Net Carrying Amount Existing technology 3 to 10 years $ 286,712 $ (265,756) $ 20,956 Customer contracts and contractual relationships 0.5 to 10 years 37,496 (37,083) 413 Trademarks 3 years 300 (300) — IPR&D Not applicable 7,400 — 7,400 Total intangible assets $ 331,908 $ (303,139) $ 28,769 Amortization expense for intangible assets for the three and six months ended June 30, 2024 was $3.2 million and $6.5 million, respectively. Amortization expense for intangible assets for the three and six months ended June 30, 2023 was $3.9 million and $7.9 million, respectively. The estimated future amortization of intangible assets as of June 30, 2024 was as follows (in thousands): Years Ending December 31: Amount 2024 (remaining six months) $ 5,262 2025 5,423 2026 3,735 2027 459 Total amortizable purchased intangible assets 14,879 IPR&D 7,400 Total intangible assets $ 22,279 |
Segment Information
Segment Information | 6 Months Ended |
Jun. 30, 2024 | |
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 June 30, 2024, 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 June 30, 2024 and December 31, 2023, respectively, was as follows: As of Customer June 30, 2024 December 31, 2023 Customer 1 42 % 49 % Customer 2 23 % 13 % Customer 3 * 12 % _________________________________________ * 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 six months ended June 30, 2024 and 2023, respectively, was as follows: Three Months Ended Six Months Ended June 30, June 30, Customer 2024 2023 2024 2023 Customer A 19 % 38 % 25 % 25 % Customer B 22 % 12 % 18 % 15 % Customer C 11 % * 12 % * __________________________________________ * 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 Six Months Ended June 30, June 30, (In thousands) 2024 2023 2024 2023 USA $ 55,683 $ 35,429 $ 107,600 $ 99,068 South Korea 35,836 48,613 78,802 62,757 Singapore 19,157 14,718 24,324 26,046 Other 21,462 21,072 39,283 45,723 Total $ 132,138 $ 119,832 $ 250,009 $ 233,594 |
Marketable Securities
Marketable Securities | 6 Months Ended |
Jun. 30, 2024 | |
Debt Securities, Available-for-Sale [Abstract] | |
Marketable Securities | Marketable Securities Rambus invests its excess cash and cash equivalents primarily in U.S. government-sponsored obligations, corporate bonds, commercial paper and notes, time deposits and money market funds 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 June 30, 2024 (In thousands) Fair Value Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Cash $ 105,712 $ 105,712 $ — $ — Cash equivalents: Money market funds 12,881 12,881 — — U.S. Government bonds and notes 4,996 4,997 — (1) Corporate bonds, commercial paper and notes 989 990 — (1) Total cash equivalents 18,866 18,868 — (2) Total cash and cash equivalents 124,578 124,580 — (2) Marketable securities: Time deposits 13,654 13,654 — — U.S. Government bonds and notes 157,004 157,469 1 (466) Corporate bonds, commercial paper and notes 137,648 137,934 1 (287) Total marketable securities 308,306 309,057 2 (753) Total cash, cash equivalents and marketable securities $ 432,884 $ 433,637 $ 2 $ (755) As of December 31, 2023 (In thousands) Fair Value Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Cash $ 88,486 $ 88,486 $ — $ — Cash equivalents: Money market funds 3,790 3,790 — — U.S. Government bonds and notes 2,491 2,491 — — Total cash equivalents 6,281 6,281 — — Total cash and cash equivalents 94,767 94,767 — — Marketable securities: U.S. Government bonds and notes 194,428 194,389 251 (212) Corporate bonds, commercial paper and notes 136,649 136,892 162 (405) Total marketable securities 331,077 331,281 413 (617) Total cash, cash equivalents and marketable securities $ 425,844 $ 426,048 $ 413 $ (617) Available-for-sale securities are reported at fair value on the balance sheets and classified along with cash as follows: As of (In thousands) June 30, 2024 December 31, 2023 Cash $ 105,712 $ 88,486 Cash equivalents 18,866 6,281 Total cash and cash equivalents 124,578 94,767 Marketable securities 308,306 331,077 Total cash, cash equivalents and marketable securities $ 432,884 $ 425,844 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 June 30, 2024 and December 31, 2023 are as follows: Fair Value Gross Unrealized Losses (In thousands) June 30, 2024 December 31, 2023 June 30, 2024 December 31, 2023 Less than 12 months U.S. Government bonds and notes $ 154,278 $ 32,454 $ (467) $ (53) Corporate bonds, commercial paper and notes 126,234 46,407 (225) (40) Total cash equivalents and marketable securities in a continuous unrealized loss position for less than 12 months 280,512 78,861 (692) (93) 12 months or greater U.S. Government bonds and notes — 6,841 — (159) Corporate bonds, commercial paper and notes 5,937 16,619 (63) (365) Total cash equivalents and marketable securities in a continuous unrealized loss position for 12 months or greater 5,937 23,460 (63) (524) Total cash equivalents and marketable securities in a continuous unrealized loss position $ 286,449 $ 102,321 $ (755) $ (617) The gross unrealized losses at June 30, 2024 and December 31, 2023 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 bonds, commercial paper and notes. 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) June 30, 2024 Due in less than one year $ 260,505 Due from one year through three years 53,786 Total $ 314,291 Refer to Note 8, “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 | 6 Months Ended |
Jun. 30, 2024 | |
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 June 30, 2024 and December 31, 2023: As of June 30, 2024 (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 $ 12,881 $ 12,881 $ — $ — Time deposits 13,654 — 13,654 — U.S. Government bonds and notes 162,000 — 162,000 — Corporate bonds, commercial paper and notes 138,637 — 138,637 — Total assets carried at fair value $ 327,172 $ 12,881 $ 314,291 $ — Liabilities carried at fair value Earn-out liability related to the PLDA acquisition $ 12,000 $ — $ — $ 12,000 Total liabilities carried at fair value $ 12,000 $ — $ — $ 12,000 As of December 31, 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 $ 3,790 $ 3,790 $ — $ — U.S. Government bonds and notes 196,919 — 196,919 — Corporate bonds, commercial paper and notes 136,649 — 136,649 — Total available-for-sale securities $ 337,358 $ 3,790 $ 333,568 $ — Liabilities carried at fair value Earn-out liability related to the PLDA acquisition $ 12,500 $ — $ — $ 12,500 Total liabilities carried at fair value $ 12,500 $ — $ — $ 12,500 The Company’s liabilities related to earn-out liability 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 June 30, 2024 and 2023. Three Months Ended Six Months Ended June 30, June 30, (In thousands) 2024 2023 2024 2023 Balance as of beginning of period $ 13,200 $ 21,700 $ 12,500 $ 14,800 Change in fair value of earn-out liability due to remeasurement (1,200) 6,900 (500) 13,800 Balance as of end of period $ 12,000 $ 28,600 $ 12,000 $ 28,600 For the three and six months ended June 30, 2024 and 2023, the changes in the fair value of the earn-out liability related to the 2021 acquisition of 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 liability related to the PLDA acquisition within Level 3 of the fair value hierarchy because the fair value calculation includes significant unobservable inputs, such as revenue forecast, revenue volatility, equity volatility and weighted average cost of capital. During the three and six months ended June 30, 2024, the Company remeasured the fair value of the earn-out liability, which resulted in reductions of $1.2 million and $0.5 million, respectively, in the Company’s Unaudited Condensed Consolidated Statements of Operations. During the three and six months ended June 30, 2023, the Company remeasured the fair value of the earn-out liability, which resulted in additional expenses of $6.9 million and $13.8 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 impairment 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 impairment is reported under “Interest and other income (expense), net” in the Unaudited Condensed Consolidated Statements of Operations. In 2018, the Company made an investment in a non-marketable equity security of a private company. This equity investment was accounted for under the equity method of accounting, and the Company accounted for its equity method share of the income (loss) on a quarterly basis. During the fourth quarter of 2023, the Company sold its 25.0% ownership share in the equity investment for approximately $25.0 million, which represented a gross gain on this transaction for the same amount. The gross gain was offset by transaction costs of approximately $1.1 million, resulting in a net gain of approximately $23.9 million, which was included in the Company’s Consolidated Statement of Operations for the year ended December 31, 2023. Subsequently, the Company received proceeds, net of tax, of approximately $22.8 million from this transaction during the first quarter of 2024. During the three and six months ended June 30, 2024 and 2023, there were no transfers of financial instruments between different categories of fair value. |
Leases
Leases | 6 Months Ended |
Jun. 30, 2024 | |
Leases [Abstract] | |
Leases | Leases The Company leases office space, domestically and internationally, under operating leases. The Company’s leases have remaining lease terms generally between one year and 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 June 30, 2024 (in thousands): Years ending December 31, Amount 2024 (remaining six months) $ 3,146 2025 6,776 2026 7,042 2027 5,503 2028 4,544 Thereafter 8,453 Total minimum lease payments 35,464 Less: amount of lease payments representing interest (4,651) Present value of future minimum lease payments 30,813 Less: current obligations under leases (5,033) Long-term lease obligations $ 25,780 As of June 30, 2024, the weighted-average remaining lease term for the Company’s operating leases was 5.6 years and the weighted-average discount rate used to determine the present value of the Company’s operating leases was 7.2%. Operating lease costs included in research and development and selling, general and administrative costs on the Unaudited Condensed Consolidated Statements of Operations were $1.4 million and $1.5 million for the three months ended June 30, 2024 and 2023, respectively. Operating lease costs included in research and development and selling, general and administrative costs on the Unaudited Condensed Consolidated Statements of Operations were $2.6 million and $3.4 million for the six months ended June 30, 2024 and 2023, respectively. Cash paid for amounts included in the measurement of operating lease liabilities were $3.0 million and $3.7 million for the six months ended June 30, 2024 and 2023, respectively. |
Convertible Notes
Convertible Notes | 6 Months Ended |
Jun. 30, 2024 | |
Debt Disclosure [Abstract] | |
Convertible Notes | Convertible Notes The Company did not have any convertible notes outstanding as of June 30, 2024 and December 31, 2023. 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 six months ended June 30, 2023. Interest expense related to the convertible notes for the six months ended June 30, 2023 was immaterial. |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2024 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies As of June 30, 2024, the Company’s material contractual obligations were as follows: (In thousands) Total Remainder of 2024 2025 2026 Contractual obligations (1) (2) Software licenses (3) $ 16,574 $ 7,881 $ 8,388 $ 305 Other contractual obligations 394 126 131 137 Acquisition retention bonuses (4) 495 222 273 — Total $ 17,463 $ 8,229 $ 8,792 $ 442 _________________________________________ (1) The above table does not reflect possible payments in connection with unrecognized tax benefits of approximately $121.3 million, including $28.6 million recorded as a reduction of long-term deferred tax assets and $92.7 million in long-term income taxes payable as of June 30, 2024. As noted below in Note 14, “Income Taxes,” although it is possible that some of the unrecognized tax benefits could be settled within the next 12 months, the Company cannot reasonably estimate the timing of the outcome at this time. (2) For the Company’s lease commitments as of June 30, 2024, refer to Note 9, “Leases.” (3) The Company has commitments with various software vendors for agreements generally having terms longer than one year. (4) In connection with the 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. 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 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 June 30, 2024 and December 31, 2023, respectively, was not material. |
Equity Incentive Plans and Stoc
Equity Incentive Plans and Stock-Based Compensation | 6 Months Ended |
Jun. 30, 2024 | |
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, 2023 11,954,150 Stock options expired 1,125 Nonvested equity stock and stock units granted (1) (2) (1,058,225) Nonvested equity stock and stock units forfeited (1) 213,706 Total shares available for grant as of June 30, 2024 11,110,756 _________________________________________ (1) 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. (2) Amount includes approximately 0.1 million shares that have been reserved for potential future issuance related to certain performance unit awards granted in the second quarter of 2024 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 six months ended June 30, 2024 and information regarding stock options outstanding, exercisable, and vested and expected to vest as of June 30, 2024. 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, 2023 124,732 $ 11.60 Options exercised (25,125) $ 8.76 $ 1,256 Options expired (1,125) $ 8.76 Outstanding and vested as of June 30, 2024 98,482 $ 12.36 3.72 $ 4,570 Employee Stock Purchase Plan Under the 2015 Employee Stock Purchase Plan (“2015 ESPP”) the Company issued 69,828 shares at a price of $44.84 and 120,569 shares at a price of $27.91 per share during the six months ended June 30, 2024 and 2023, respectively. As of June 30, 2024, approximately 2.3 million shares under the 2015 ESPP remained available for issuance. Stock-Based Compensation For the six months ended June 30, 2024 and 2023, 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 six months ended June 30, 2024 and 2023, respectively. All compensation cost net of expected forfeitures, related to unvested stock-based compensation arrangements granted under the stock option plans had been fully recognized as of December 31, 2023. There was no stock-based compensation expense related to stock options for the six months ended June 30, 2024. Stock-based compensation expense related to stock options was immaterial for the six months ended June 30, 2023. Employee Stock Purchase Plan For the three and six months ended June 30, 2024 the Company recorded stock-based compensation expense related to the 2015 ESPP of $0.4 million and $1.0 million, respectively. For the three and six months ended June 30, 2023, the Company recorded stock-based compensation expense related to the 2015 ESPP of $0.4 million and $1.0 million, respectively. As of June 30, 2024, there was $0.5 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 four months. Nonvested Equity Stock and Stock Units The Company grants nonvested equity stock units to officers, employees and directors. During the three and six months ended June 30, 2024, the Company granted nonvested equity stock units totaling approximately 0.8 million and 0.9 million shares, respectively. During the three and six months ended June 30, 2023, the Company granted nonvested equity stock units totaling approximately 0.1 million and 1.2 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 six months ended June 30, 2024, the nonvested equity stock units granted were valued at the date of grant giving them a fair value of approximately $52.1 million and $55.7 million, respectively. For the three and six months ended June 30, 2023, the nonvested equity stock units granted were valued at the date of grant giving them a fair value of approximately $2.5 million and $55.2 million, respectively. During the second quarter of 2024, as part of its updated annual grant process, the Company granted performance unit awards to certain company executive officers with vesting subject to the achievement of certain performance and/or market conditions. During the first quarter of 2023, as part of its previous annual grant process, 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 six months ended June 30, 2024, the Company recorded stock-based compensation expense of approximately $11.3 million and $20.2 million, respectively, related to all outstanding nonvested equity stock grants. For the three and six months ended June 30, 2023, the Company recorded stock-based compensation expense of approximately $10.9 million and $23.4 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 $89.7 million as of June 30, 2024. This amount is expected to be recognized over a weighted-average period of 2.2 years. The following table reflects the activity related to nonvested equity stock and stock units for the six months ended June 30, 2024: Nonvested Equity Stock and Stock Units Shares Weighted- Average Grant-Date Fair Value Nonvested at December 31, 2023 3,430,192 $ 32.90 Granted 913,543 $ 63.98 Vested (1,128,550) $ 24.64 Forfeited (149,962) $ 35.47 Nonvested at June 30, 2024 3,065,223 $ 43.45 |
Stockholders' Equity
Stockholders' Equity | 6 Months Ended |
Jun. 30, 2024 | |
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 six months ended June 30, 2024, the Company repurchased shares of its common stock under the 2020 Repurchase Program as discussed below. On February 29, 2024, the Company entered into an accelerated share repurchase program with Royal Bank of Canada (“RBC”) (the “2024 ASR Program”). The 2024 ASR Program was part of the 2020 Repurchase Program. Under the 2024 ASR Program, the Company pre-paid to RBC the $50.0 million purchase price for its common stock and, in turn, the Company received an initial delivery of approximately 0.7 million shares of its common stock from RBC on March 1, 2024, which were retired and recorded as a $40.0 million reduction to stockholders’ equity. The remaining $10.0 million of the initial payment was recorded as a reduction to stockholders’ equity as an unsettled forward contract indexed to the Company’s stock. On March 18, 2024, the accelerated share repurchase program was completed and the Company received an additional 0.1 million shares of its common stock, which were retired, as the final settlement of the 2024 ASR Program. On November 2, 2023, the Company entered into a share repurchase plan (the “Buying Plan”) with RBC Capital Markets, LLC (“RBCCM”). The Buying Plan was part of the 2020 Repurchase Program. Under the Buying Plan, RBCCM commenced purchases for a 12-month period starting on November 2, 2023 and ending on November 1, 2024, with a provision to terminate sooner pursuant to the Buying Plan (the “Repurchase Period”). During the Repurchase Period, RBCCM may purchase an aggregate amount of $50.0 million of the Company’s common stock, and its execution is dependent on the Company’s stock price reaching certain levels. Share repurchases shall not exceed $25.0 million in a quarter. On February 29, 2024, the Buying Plan was amended and as a result, no purchases were made from the Buying Plan during the period from March 1, 2024 to March 28, 2024, while the 2024 ASR Program was in effect. During the six months ended June 30, 2024, the Company repurchased approximately 0.2 million shares for approximately $13.1 million as part of the Buying Plan, which were retired and recorded as a reduction to stockholders’ equity. On August 10, 2023, the Company entered into an accelerated share repurchase program with RBC (the “2023 ASR Program”). The 2023 ASR Program was part of the 2020 Repurchase Program. 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. As of June 30, 2024, the Company recorded an immaterial excise tax liability on its accompanying Unaudited Condensed Consolidated Balance Sheet. As of June 30, 2024, there remained an outstanding authorization to repurchase approximately 6.8 million shares of the Company’s outstanding common stock under the 2020 Repurchase Program. The Company records share repurchases as a reduction to stockholders’ equity. The Company records a portion of the purchase price of the repurchased shares as an increase to accumulated deficit when the price of the shares repurchased exceeds the average original proceeds per share received from the issuance of common stock in accordance with its accounting policy. |
Income Taxes
Income Taxes | 6 Months Ended |
Jun. 30, 2024 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes The Company recorded a provision for (benefit from) income taxes of $8.3 million and $(155.3) million for the three months ended June 30, 2024 and 2023, respectively, and a provision for (benefit from) income taxes of $9.7 million and $(155.1) million for the six months ended June 30, 2024 and 2023, respectively. The provision for income taxes for the three and six months ended June 30, 2024 was primarily driven by the statutory tax expense for domestic and foreign jurisdictions for 2024, offset by tax benefits from excess stock-based compensation deductions. The benefit from income taxes for the three and six months ended June 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. During the three months ended June 30, 2024 and 2023, the Company paid withholding taxes of $5.3 million and $5.0 million, respectively. During the six months ended June 30, 2024 and 2023, the Company paid withholding taxes of $10.3 million and $10.4 million, respectively. The Company periodically evaluates the realizability of its net deferred tax assets based on all available evidence, both positive and negative. The 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 state deferred tax assets. During the third quarter of 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. 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. 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 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 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, 2023, the Company had $185.7 million of unrecognized tax benefits, including $31.7 million recorded as a reduction of long-term deferred tax assets, $75.0 million recorded as a reduction of other assets associated with refundable withholding taxes previously withheld from licensees in South Korea, and $78.9 million recorded to long-term income taxes payable. As of June 30, 2024, the Company had approximately $196.3 million of unrecognized tax benefits, including $28.6 million recorded as a reduction of long-term deferred tax assets, $75.0 million recorded as a reduction of other assets associated with refundable withholding taxes previously withheld from licensees in South Korea and $92.7 million recorded in long-term income taxes payable. As a result of recent court rulings in South Korea, the Company has determined that it may be entitled to refund claims for foreign taxes previously withheld from licensees in South Korea. If the Company is successful in recovering the $172.5 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 year ended December 31, 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 $72.6 million and a reduction in long-term deferred tax assets of $10.1 million for the reduction in U.S. foreign tax credits. The Company has recorded a receivable for the portion of withholding taxes paid subsequent to the third quarter of 2023 for which it intends to file a future refund claim. For the periods prior to the fourth quarter of 2018, the Company has not recorded a receivable because the Company does not 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 and has therefore established an offsetting reserve for the entire amount of potentially refundable withholding taxes previously withheld in South Korea, for which a claim for refund has not been submitted. 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 | 6 Months Ended |
Jun. 30, 2024 | |
Loss Contingency [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 such 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. |
Restructuring and Related Activ
Restructuring and Related Activities | 6 Months Ended |
Jun. 30, 2024 | |
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 was 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 six months ended June 30, 2023, the Company recorded charges of approximately $9.5 million to “Restructuring and other charges” in its Unaudited Condensed Consolidated Statement of Operations, related to the reduction in workforce, as well as write-downs of obligations related to certain IP development costs and software licenses for engineering development tools. The 2023 Restructuring Plan was materially completed in the fourth quarter of 2023. During the six months ended June 30, 2024, the Company did not initiate any restructuring programs. |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Pay vs Performance Disclosure | ||||
Net income | $ 36,056 | $ 168,880 | $ 68,954 | $ 172,161 |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Jun. 30, 2024 | |
Trading Arrangements, by Individual | |
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 |
Revenue Recognition (Tables)
Revenue Recognition (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Revenue from Contract with Customer [Abstract] | |
Contract balances | The Company’s contract balances were as follows: As of (In thousands) June 30, 2024 December 31, 2023 Unbilled receivables $ 33,884 $ 55,295 Deferred revenue $ 16,442 $ 18,085 |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
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 per share: Three Months Ended Six Months Ended June 30, June 30, (In thousands, except per share amounts) 2024 2023 2024 2023 Net income per share: Numerator: Net income $ 36,056 $ 168,880 $ 68,954 $ 172,161 Denominator: Weighted-average shares outstanding - basic 107,721 109,039 107,906 108,561 Effect of potentially dilutive common shares 1,326 2,562 1,722 2,812 Weighted-average shares outstanding - diluted 109,047 111,601 109,628 111,373 Basic net income per share $ 0.33 $ 1.55 $ 0.64 $ 1.59 Diluted net income per share $ 0.33 $ 1.51 $ 0.63 $ 1.55 |
Intangible Assets and Goodwill
Intangible Assets and Goodwill (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of changes in carrying amount of goodwill | The following tables present goodwill information for the six months ended June 30, 2024: (In thousands) As of December 31, 2023 Adjustments to As of June 30, 2024 Total goodwill $ 286,812 $ — $ 286,812 |
Components of intangible assets | The components of the Company’s intangible assets as of June 30, 2024 and December 31, 2023 were as follows: As of June 30, 2024 (In thousands) Useful Life Gross Carrying Accumulated Amortization Net Carrying Amount Existing technology 3 to 10 years $ 286,712 $ (271,948) $ 14,764 Customer contracts and contractual relationships 0.5 to 10 years 37,496 (37,381) 115 Trademarks 3 years 300 (300) — In-process research and development (“IPR&D”) Not applicable 7,400 — 7,400 Total intangible assets $ 331,908 $ (309,629) $ 22,279 As of December 31, 2023 (In thousands) Useful Life Gross Carrying Amount Accumulated Amortization Net Carrying Amount Existing technology 3 to 10 years $ 286,712 $ (265,756) $ 20,956 Customer contracts and contractual relationships 0.5 to 10 years 37,496 (37,083) 413 Trademarks 3 years 300 (300) — IPR&D Not applicable 7,400 — 7,400 Total intangible assets $ 331,908 $ (303,139) $ 28,769 |
Estimated future amortization of intangible assets | The estimated future amortization of intangible assets as of June 30, 2024 was as follows (in thousands): Years Ending December 31: Amount 2024 (remaining six months) $ 5,262 2025 5,423 2026 3,735 2027 459 Total amortizable purchased intangible assets 14,879 IPR&D 7,400 Total intangible assets $ 22,279 |
Segment Information (Tables)
Segment Information (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
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 Six Months Ended June 30, June 30, (In thousands) 2024 2023 2024 2023 USA $ 55,683 $ 35,429 $ 107,600 $ 99,068 South Korea 35,836 48,613 78,802 62,757 Singapore 19,157 14,718 24,324 26,046 Other 21,462 21,072 39,283 45,723 Total $ 132,138 $ 119,832 $ 250,009 $ 233,594 |
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 June 30, 2024 and December 31, 2023, respectively, was as follows: As of Customer June 30, 2024 December 31, 2023 Customer 1 42 % 49 % Customer 2 23 % 13 % Customer 3 * 12 % _________________________________________ * 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 six months ended June 30, 2024 and 2023, respectively, was as follows: Three Months Ended Six Months Ended June 30, June 30, Customer 2024 2023 2024 2023 Customer A 19 % 38 % 25 % 25 % Customer B 22 % 12 % 18 % 15 % Customer C 11 % * 12 % * __________________________________________ * Customer accounted for less than 10% of total revenue in the period. |
Marketable Securities (Tables)
Marketable Securities (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
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 June 30, 2024 (In thousands) Fair Value Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Cash $ 105,712 $ 105,712 $ — $ — Cash equivalents: Money market funds 12,881 12,881 — — U.S. Government bonds and notes 4,996 4,997 — (1) Corporate bonds, commercial paper and notes 989 990 — (1) Total cash equivalents 18,866 18,868 — (2) Total cash and cash equivalents 124,578 124,580 — (2) Marketable securities: Time deposits 13,654 13,654 — — U.S. Government bonds and notes 157,004 157,469 1 (466) Corporate bonds, commercial paper and notes 137,648 137,934 1 (287) Total marketable securities 308,306 309,057 2 (753) Total cash, cash equivalents and marketable securities $ 432,884 $ 433,637 $ 2 $ (755) As of December 31, 2023 (In thousands) Fair Value Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Cash $ 88,486 $ 88,486 $ — $ — Cash equivalents: Money market funds 3,790 3,790 — — U.S. Government bonds and notes 2,491 2,491 — — Total cash equivalents 6,281 6,281 — — Total cash and cash equivalents 94,767 94,767 — — Marketable securities: U.S. Government bonds and notes 194,428 194,389 251 (212) Corporate bonds, commercial paper and notes 136,649 136,892 162 (405) Total marketable securities 331,077 331,281 413 (617) Total cash, cash equivalents and marketable securities $ 425,844 $ 426,048 $ 413 $ (617) |
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) June 30, 2024 December 31, 2023 Cash $ 105,712 $ 88,486 Cash equivalents 18,866 6,281 Total cash and cash equivalents 124,578 94,767 Marketable securities 308,306 331,077 Total cash, cash equivalents and marketable securities $ 432,884 $ 425,844 |
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 June 30, 2024 and December 31, 2023 are as follows: Fair Value Gross Unrealized Losses (In thousands) June 30, 2024 December 31, 2023 June 30, 2024 December 31, 2023 Less than 12 months U.S. Government bonds and notes $ 154,278 $ 32,454 $ (467) $ (53) Corporate bonds, commercial paper and notes 126,234 46,407 (225) (40) Total cash equivalents and marketable securities in a continuous unrealized loss position for less than 12 months 280,512 78,861 (692) (93) 12 months or greater U.S. Government bonds and notes — 6,841 — (159) Corporate bonds, commercial paper and notes 5,937 16,619 (63) (365) Total cash equivalents and marketable securities in a continuous unrealized loss position for 12 months or greater 5,937 23,460 (63) (524) Total cash equivalents and marketable securities in a continuous unrealized loss position $ 286,449 $ 102,321 $ (755) $ (617) |
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) June 30, 2024 Due in less than one year $ 260,505 Due from one year through three years 53,786 Total $ 314,291 |
Fair Value of Financial Instr_2
Fair Value of Financial Instruments (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
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 June 30, 2024 and December 31, 2023: As of June 30, 2024 (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 $ 12,881 $ 12,881 $ — $ — Time deposits 13,654 — 13,654 — U.S. Government bonds and notes 162,000 — 162,000 — Corporate bonds, commercial paper and notes 138,637 — 138,637 — Total assets carried at fair value $ 327,172 $ 12,881 $ 314,291 $ — Liabilities carried at fair value Earn-out liability related to the PLDA acquisition $ 12,000 $ — $ — $ 12,000 Total liabilities carried at fair value $ 12,000 $ — $ — $ 12,000 As of December 31, 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 $ 3,790 $ 3,790 $ — $ — U.S. Government bonds and notes 196,919 — 196,919 — Corporate bonds, commercial paper and notes 136,649 — 136,649 — Total available-for-sale securities $ 337,358 $ 3,790 $ 333,568 $ — Liabilities carried at fair value Earn-out liability related to the PLDA acquisition $ 12,500 $ — $ — $ 12,500 Total liabilities carried at fair value $ 12,500 $ — $ — $ 12,500 |
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 June 30, 2024 and 2023. Three Months Ended Six Months Ended June 30, June 30, (In thousands) 2024 2023 2024 2023 Balance as of beginning of period $ 13,200 $ 21,700 $ 12,500 $ 14,800 Change in fair value of earn-out liability due to remeasurement (1,200) 6,900 (500) 13,800 Balance as of end of period $ 12,000 $ 28,600 $ 12,000 $ 28,600 |
Leases (Tables)
Leases (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
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 June 30, 2024 (in thousands): Years ending December 31, Amount 2024 (remaining six months) $ 3,146 2025 6,776 2026 7,042 2027 5,503 2028 4,544 Thereafter 8,453 Total minimum lease payments 35,464 Less: amount of lease payments representing interest (4,651) Present value of future minimum lease payments 30,813 Less: current obligations under leases (5,033) Long-term lease obligations $ 25,780 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of material contractual obligations | As of June 30, 2024, the Company’s material contractual obligations were as follows: (In thousands) Total Remainder of 2024 2025 2026 Contractual obligations (1) (2) Software licenses (3) $ 16,574 $ 7,881 $ 8,388 $ 305 Other contractual obligations 394 126 131 137 Acquisition retention bonuses (4) 495 222 273 — Total $ 17,463 $ 8,229 $ 8,792 $ 442 _________________________________________ (1) The above table does not reflect possible payments in connection with unrecognized tax benefits of approximately $121.3 million, including $28.6 million recorded as a reduction of long-term deferred tax assets and $92.7 million in long-term income taxes payable as of June 30, 2024. As noted below in Note 14, “Income Taxes,” although it is possible that some of the unrecognized tax benefits could be settled within the next 12 months, the Company cannot reasonably estimate the timing of the outcome at this time. (2) For the Company’s lease commitments as of June 30, 2024, refer to Note 9, “Leases.” (3) The Company has commitments with various software vendors for agreements generally having terms longer than one year. (4) In connection with the 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. |
Equity Incentive Plans and St_2
Equity Incentive Plans and Stock-Based Compensation (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
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, 2023 11,954,150 Stock options expired 1,125 Nonvested equity stock and stock units granted (1) (2) (1,058,225) Nonvested equity stock and stock units forfeited (1) 213,706 Total shares available for grant as of June 30, 2024 11,110,756 _________________________________________ (1) 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. (2) Amount includes approximately 0.1 million shares that have been reserved for potential future issuance related to certain performance unit awards granted in the second quarter of 2024 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 six months ended June 30, 2024 and information regarding stock options outstanding, exercisable, and vested and expected to vest as of June 30, 2024. 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, 2023 124,732 $ 11.60 Options exercised (25,125) $ 8.76 $ 1,256 Options expired (1,125) $ 8.76 Outstanding and vested as of June 30, 2024 98,482 $ 12.36 3.72 $ 4,570 |
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 six months ended June 30, 2024: Nonvested Equity Stock and Stock Units Shares Weighted- Average Grant-Date Fair Value Nonvested at December 31, 2023 3,430,192 $ 32.90 Granted 913,543 $ 63.98 Vested (1,128,550) $ 24.64 Forfeited (149,962) $ 35.47 Nonvested at June 30, 2024 3,065,223 $ 43.45 |
Revenue Recognition (Details)
Revenue Recognition (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
Revenue from Contract with Customer [Abstract] | ||
Unbilled receivables | $ 33,884 | $ 55,295 |
Deferred revenue | $ 16,442 | $ 18,085 |
Revenue Recognition (Details 2)
Revenue Recognition (Details 2) - USD ($) $ in Millions | 6 Months Ended | |
Jun. 30, 2024 | Jun. 30, 2023 | |
Revenue from Contract with Customer [Abstract] | ||
Contract balances, revenue recognized | $ 14.3 | $ 17 |
Revenue Recognition (Details 3)
Revenue Recognition (Details 3) $ in Millions | Jun. 30, 2024 USD ($) |
Revenue from Contract with Customer [Abstract] | |
Remaining performance obligations | $ 18.9 |
Remaining performance obligation, expected timing of satisfaction, start date: 2024-07-01 | |
Remaining performance obligation, expected timing of satisfaction | |
Remaining performance obligations, expected timing of satisfaction period | 2 years |
Earnings Per Share (Details)
Earnings Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Numerator: | ||||
Net income | $ 36,056 | $ 168,880 | $ 68,954 | $ 172,161 |
Denominator: | ||||
Weighted-average common shares outstanding, basic (in shares) | 107,721 | 109,039 | 107,906 | 108,561 |
Effect of potentially dilutive common shares | 1,326 | 2,562 | 1,722 | 2,812 |
Denominator: | ||||
Weighted-average common shares outstanding, diluted (in shares) | 109,047 | 111,601 | 109,628 | 111,373 |
Basic net income per share | $ 0.33 | $ 1.55 | $ 0.64 | $ 1.59 |
Diluted net income per share | $ 0.33 | $ 1.51 | $ 0.63 | $ 1.55 |
Intangible Assets and Goodwil_2
Intangible Assets and Goodwill (Details) $ in Thousands | 6 Months Ended |
Jun. 30, 2024 USD ($) | |
Goodwill | |
Beginning balance | $ 286,812 |
Adjustments to goodwill | 0 |
Ending balance | $ 286,812 |
Intangible Assets and Goodwil_3
Intangible Assets and Goodwill (Details 2) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
Components of intangible assets | ||
Intangible assets, gross | $ 331,908 | $ 331,908 |
Accumulated amortization | (309,629) | (303,139) |
Finite-lived intangible assets | 14,879 | |
In-process research and development | 7,400 | |
Intangible assets, net | 22,279 | 28,769 |
In-process research and development | ||
Components of intangible assets | ||
In-process research and development | 7,400 | 7,400 |
Existing technology | ||
Components of intangible assets | ||
Gross carrying amount | 286,712 | 286,712 |
Accumulated amortization | (271,948) | (265,756) |
Finite-lived intangible assets | $ 14,764 | $ 20,956 |
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 | $ 37,496 |
Accumulated amortization | (37,381) | (37,083) |
Finite-lived intangible assets | $ 115 | $ 413 |
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 3) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||||
Amortization of intangible assets | $ 3,200 | $ 3,900 | $ 6,490 | $ 7,888 |
Intangible Assets and Goodwil_5
Intangible Assets and Goodwill (Details 4) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
Estimated future amortization expense of intangible assets | ||
2024 (remaining six months) | $ 5,262 | |
2025 | 5,423 | |
2026 | 3,735 | |
2027 | 459 | |
Finite-lived intangible assets | 14,879 | |
In-process research and development | 7,400 | |
Intangible assets, net | $ 22,279 | $ 28,769 |
Segment Information (Details)
Segment Information (Details) - Customer concentration risk - Accounts receivable | Jun. 30, 2024 | Dec. 31, 2023 |
Customer 1 | ||
Concentration risk | ||
Accounts receivable from major customer as a percentage of total accounts receivable | 42% | 49% |
Customer 2 | ||
Concentration risk | ||
Accounts receivable from major customer as a percentage of total accounts receivable | 23% | 13% |
Customer 3 | ||
Concentration risk | ||
Accounts receivable from major customer as a percentage of total accounts receivable | 12% |
Segment Information (Details 2)
Segment Information (Details 2) - Customer concentration risk - Revenue | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Customer A | ||||
Concentration risk | ||||
Revenue from major customer as a percentage of total revenue | 19% | 38% | 25% | 25% |
Customer B | ||||
Concentration risk | ||||
Revenue from major customer as a percentage of total revenue | 22% | 12% | 18% | 15% |
Customer C | ||||
Concentration risk | ||||
Revenue from major customer as a percentage of total revenue | 11% | 12% |
Segment Information (Details 3)
Segment Information (Details 3) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Major customer disclosure | ||||
Revenue | $ 132,138 | $ 119,832 | $ 250,009 | $ 233,594 |
USA | ||||
Major customer disclosure | ||||
Revenue | 55,683 | 35,429 | 107,600 | 99,068 |
South Korea | ||||
Major customer disclosure | ||||
Revenue | 35,836 | 48,613 | 78,802 | 62,757 |
Singapore | ||||
Major customer disclosure | ||||
Revenue | 19,157 | 14,718 | 24,324 | 26,046 |
Other | ||||
Major customer disclosure | ||||
Revenue | $ 21,462 | $ 21,072 | $ 39,283 | $ 45,723 |
Marketable Securities (Details)
Marketable Securities (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2024 | Dec. 31, 2023 | |
Debt securities, available-for-sale | ||
Maximum maturity period of available-for-sale securities (in years) | 3 years | |
Cash and cash equivalents | ||
Total cash and cash equivalents, fair value | $ 124,578 | $ 94,767 |
Total cash and cash equivalents, amortized cost | 124,580 | 94,767 |
Gross unrealized gains | 0 | 0 |
Gross unrealized losses | (2) | 0 |
Marketable securities | ||
Fair value | 308,306 | 331,077 |
Amortized cost | 309,057 | 331,281 |
Gross unrealized gains | 2 | 413 |
Gross unrealized losses | (753) | (617) |
Cash, cash equivalents and marketable securities | ||
Fair value | 432,884 | 425,844 |
Amortized cost | 433,637 | 426,048 |
Gross unrealized gains | 2 | 413 |
Gross unrealized losses | (755) | (617) |
Time deposits | ||
Marketable securities | ||
Fair value | 13,654 | |
Amortized cost | 13,654 | |
Gross unrealized gains | 0 | |
Gross unrealized losses | 0 | |
U.S. Government bonds and notes | ||
Marketable securities | ||
Fair value | 157,004 | 194,428 |
Amortized cost | 157,469 | 194,389 |
Gross unrealized gains | 1 | 251 |
Gross unrealized losses | (466) | (212) |
Corporate bonds, commercial paper and notes | ||
Marketable securities | ||
Fair value | 137,648 | 136,649 |
Amortized cost | 137,934 | 136,892 |
Gross unrealized gains | 1 | 162 |
Gross unrealized losses | (287) | (405) |
Cash | ||
Cash and cash equivalents | ||
Fair value | 105,712 | 88,486 |
Amortized cost | 105,712 | 88,486 |
Money market funds | ||
Cash and cash equivalents | ||
Fair value | 12,881 | 3,790 |
Amortized cost | 12,881 | 3,790 |
Gross unrealized gains | 0 | 0 |
Gross unrealized losses | 0 | 0 |
U.S. Government bonds and notes | ||
Cash and cash equivalents | ||
Fair value | 4,996 | |
Amortized cost | 4,997 | |
Gross unrealized gains | 0 | |
Gross unrealized losses | (1) | |
Corporate bonds, commercial paper and notes | ||
Cash and cash equivalents | ||
Fair value | 989 | 2,491 |
Amortized cost | 990 | 2,491 |
Gross unrealized gains | 0 | 0 |
Gross unrealized losses | (1) | 0 |
Cash equivalents | ||
Cash and cash equivalents | ||
Fair value | 18,866 | 6,281 |
Amortized cost | 18,868 | 6,281 |
Gross unrealized gains | 0 | 0 |
Gross unrealized losses | $ (2) | $ 0 |
Marketable Securities (Details
Marketable Securities (Details 2) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
Debt securities, available-for-sale | ||
Total cash and cash equivalents | $ 124,578 | $ 94,767 |
Marketable securities | 308,306 | 331,077 |
Fair value | 432,884 | 425,844 |
Cash | ||
Debt securities, available-for-sale | ||
Fair value | 105,712 | 88,486 |
Cash equivalents | ||
Debt securities, available-for-sale | ||
Fair value | 18,866 | 6,281 |
Marketable securities | ||
Debt securities, available-for-sale | ||
Marketable securities | $ 308,306 | $ 331,077 |
Marketable Securities (Detail_2
Marketable Securities (Details 3) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
Debt securities, available-for-sale | ||
Less than 12 months, fair value | $ 280,512 | $ 78,861 |
Less than 12 months, gross unrealized losses | (692) | (93) |
12 months or greater, fair value | 5,937 | 23,460 |
12 months or greater, gross unrealized losses | (63) | (524) |
Fair value | 286,449 | 102,321 |
Gross unrealized losses | (755) | (617) |
U.S. Government bonds and notes | ||
Debt securities, available-for-sale | ||
Less than 12 months, fair value | 154,278 | 32,454 |
Less than 12 months, gross unrealized losses | (467) | (53) |
12 months or greater, fair value | 0 | 6,841 |
12 months or greater, gross unrealized losses | 0 | (159) |
Corporate bonds, commercial paper and notes | ||
Debt securities, available-for-sale | ||
Less than 12 months, fair value | 126,234 | 46,407 |
Less than 12 months, gross unrealized losses | (225) | (40) |
12 months or greater, fair value | 5,937 | 16,619 |
12 months or greater, gross unrealized losses | $ (63) | $ (365) |
Marketable Securities (Detail_3
Marketable Securities (Details 4) $ in Thousands | Jun. 30, 2024 USD ($) |
Contractual maturities | |
Contractual maturities, fair value, due less than one year | $ 260,505 |
Contractual maturities, fair value, due from one year through three years | 53,786 |
Contractual maturities, fair value | $ 314,291 |
Fair Value of Financial Instr_3
Fair Value of Financial Instruments (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
Assets carried at fair value | ||
Marketable securities | $ 308,306 | $ 331,077 |
Time deposits | ||
Assets carried at fair value | ||
Marketable securities | 13,654 | |
U.S. Government bonds and notes | ||
Assets carried at fair value | ||
Marketable securities | 157,004 | 194,428 |
Corporate bonds, commercial paper and notes | ||
Assets carried at fair value | ||
Marketable securities | 137,648 | 136,649 |
Recurring basis | ||
Assets carried at fair value | ||
Total assets carried at fair value | 327,172 | 337,358 |
Liabilities carried at fair value | ||
Earn-out liability related to the PLDA acquisition | 12,000 | 12,500 |
Total liabilities carried at fair value | 12,000 | 12,500 |
Recurring basis | Money market funds | ||
Assets carried at fair value | ||
Marketable securities | 12,881 | 3,790 |
Recurring basis | Time deposits | ||
Assets carried at fair value | ||
Marketable securities | 13,654 | |
Recurring basis | U.S. Government bonds and notes | ||
Assets carried at fair value | ||
Marketable securities | 162,000 | 196,919 |
Recurring basis | Corporate bonds, commercial paper and notes | ||
Assets carried at fair value | ||
Marketable securities | 138,637 | 136,649 |
Recurring basis | Quoted market prices in active markets (Level 1) | ||
Assets carried at fair value | ||
Total assets carried at fair value | 12,881 | 3,790 |
Liabilities carried at fair value | ||
Earn-out liability related to the 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 | 12,881 | 3,790 |
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 bonds, commercial paper and notes | ||
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 | 314,291 | 333,568 |
Liabilities carried at fair value | ||
Earn-out liability related to the 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 | 13,654 | |
Recurring basis | Significant other observable inputs (Level 2) | U.S. Government bonds and notes | ||
Assets carried at fair value | ||
Marketable securities | 162,000 | 196,919 |
Recurring basis | Significant other observable inputs (Level 2) | Corporate bonds, commercial paper and notes | ||
Assets carried at fair value | ||
Marketable securities | 138,637 | 136,649 |
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 liability related to the PLDA acquisition | 12,000 | 12,500 |
Total liabilities carried at fair value | 12,000 | 12,500 |
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 bonds, commercial paper and notes | ||
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 | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Fair value, assets measured on recurring basis, unobservable input reconciliation, rollforward | ||||
Balance as of beginning of period | $ 13,200 | $ 21,700 | $ 12,500 | $ 14,800 |
Change in fair value of earn-out liability due to remeasurement | (1,200) | 6,900 | (500) | 13,800 |
Balance as of end of period | $ 12,000 | $ 28,600 | $ 12,000 | $ 28,600 |
Fair Value of Financial Instr_5
Fair Value of Financial Instruments (Narrative) (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2024 | Mar. 31, 2024 | Dec. 31, 2023 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Equity security without readily determinable fair value | ||||||
Proceeds from sale of non-marketable equity security | $ 22,796 | $ 0 | ||||
Private company | ||||||
Equity security without readily determinable fair value | ||||||
Non-marketable equity security, ownership percentage | 25% | |||||
Sale of equity method investment, total consideration transferred | $ 25,000 | |||||
Realized gain on sale of equity method investment, gross | 25,000 | |||||
Transaction costs | 1,100 | |||||
Gain on sale of non-marketable equity security, net | $ 23,900 | |||||
Proceeds from sale of non-marketable equity security | $ 22,800 | |||||
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 | $ (1,200) | $ 6,900 | $ (500) | $ 13,800 |
Leases, Operating Lease Maturit
Leases, Operating Lease Maturities (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
Leases [Abstract] | ||
2024 (remaining six months) | $ 3,146 | |
2025 | 6,776 | |
2026 | 7,042 | |
2027 | 5,503 | |
2028 | 4,544 | |
Thereafter | 8,453 | |
Total minimum lease payments | 35,464 | |
Less: amount of lease payments representing interest | (4,651) | |
Present value of future minimum lease payments | 30,813 | |
Less: current obligations under leases | (5,033) | $ (4,453) |
Long-term operating lease liabilities | $ 25,780 | $ 26,255 |
Leases, Additional Details (Det
Leases, Additional Details (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Lessee, lease, description | ||||
Operating lease, weighted-average remaining lease term | 5 years 7 months 6 days | 5 years 7 months 6 days | ||
Operating lease, weighted-average discount rate (as a percentage) | 7.20% | 7.20% | ||
Operating lease costs | $ 1.4 | $ 1.5 | $ 2.6 | $ 3.4 |
Operating lease payments | $ 3 | $ 3.7 | ||
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 Text
Convertible Notes (Details Textual) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2024 | Jun. 30, 2023 | Mar. 31, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2022 | |
Debt instrument | ||||||
Payments for settlement and repurchase of convertible senior notes | $ 0 | $ 10,381 | ||||
Payments for settlement of warrants | $ (10,700) | 0 | (10,697) | |||
Loss on fair value adjustment of derivatives, net | $ 0 | $ 0 | $ 0 | $ 240 | ||
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 connection with the conversion of convertible senior notes and retirement of the corresponding shares (in shares) | (300) | (284) | ||||
Convertible senior notes | 1.375% Convertible senior notes due 2023 | ||||||
Debt instrument | ||||||
Face value | $ 10,400 | |||||
Payments for settlement and repurchase of convertible senior notes | $ 10,400 | |||||
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 | 6 Months Ended | ||
Jun. 30, 2024 | Dec. 31, 2023 | ||
Contractual obligations | |||
Remainder of 2024 | [1],[2] | $ 8,229 | |
2025 | [1],[2] | 8,792 | |
2026 | [1],[2] | 442 | |
Total contractual obligation | [1],[2] | 17,463 | |
Unrecognized tax benefit excluding foreign tax withholdings | 121,300 | ||
Unrecognized tax benefits | 196,300 | $ 185,700 | |
Long-term deferred tax assets | |||
Contractual obligations | |||
Unrecognized tax benefits | 28,600 | 31,700 | |
Long-term income taxes payable | |||
Contractual obligations | |||
Unrecognized tax benefits | 92,700 | $ 78,900 | |
Software licenses | |||
Contractual obligations | |||
Remainder of 2024 | [1],[2],[3] | 7,881 | |
2025 | [1],[2],[3] | 8,388 | |
2026 | [1],[2],[3] | 305 | |
Total contractual obligation | [1],[2],[3] | $ 16,574 | |
Terms of noncancellable license agreements, minimum (in years) | 1 year | ||
Other contractual obligations | |||
Contractual obligations | |||
Remainder of 2024 | [1],[2] | $ 126 | |
2025 | [1],[2] | 131 | |
2026 | [1],[2] | 137 | |
Total contractual obligation | [1],[2] | 394 | |
Acquisition retention bonuses | |||
Contractual obligations | |||
Remainder of 2024 | [1],[2],[4] | 222 | |
2025 | [1],[2],[4] | 273 | |
2026 | [1],[2],[4] | 0 | |
Total contractual obligation | [1],[2],[4] | $ 495 | |
[1]For the Company’s lease commitments as of June 30, 2024, refer to Note 9, “Leases.”[2]The above table does not reflect possible payments in connection with unrecognized tax benefits of approximately $121.3 million, including $28.6 million recorded as a reduction of long-term deferred tax assets and $92.7 million in long-term income taxes payable as of June 30, 2024. As noted below in Note 14, “Income Taxes,” although it is possible that some of the unrecognized tax benefits could be settled within the next 12 months, the Company cannot reasonably estimate the timing of the outcome at this time.[3]The Company has commitments with various software vendors for agreements generally having terms longer than one year.[4]In connection with the 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. |
Equity Incentive Plans and St_3
Equity Incentive Plans and Stock-Based Compensation (Details) | 3 Months Ended | 6 Months Ended | |
Jun. 30, 2024 shares | Jun. 30, 2024 shares | ||
Stock compensation plan | |||
Shares available for grant | |||
Shares available as of beginning of period | 11,954,150 | ||
Options expired | 1,125 | ||
Nonvested equity stock and stock units granted (in shares) | (1,058,225) | [1],[2] | |
Nonvested equity stock and stock units forfeited (in shares) | 213,706 | [2] | |
Shares available as of end of period | 11,110,756 | 11,110,756 | |
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 | 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 | 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 | 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 | 1 | |
Potential additional performance stock units | |||
Shares available for grant | |||
Nonvested equity stock and stock units granted (in shares) | 100,000 | 100,000 | |
[1]Amount includes approximately 0.1 million shares that have been reserved for potential future issuance related to certain performance unit awards granted in the second quarter of 2024 and discussed under the section titled “Nonvested Equity Stock and Stock Units” below[2]For purposes of determining the number of shares available for grant under the 2015 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 | 6 Months Ended |
Jun. 30, 2024 USD ($) $ / shares shares | |
Number of shares | |
Outstanding as of beginning of period | shares | 124,732 |
Options exercised | shares | (25,125) |
Options expired | shares | (1,125) |
Outstanding and vested as of end of period | shares | 98,482 |
Weighted-average exercise price | |
Outstanding as of beginning of period | $ / shares | $ 11.60 |
Options exercised | $ / shares | 8.76 |
Options expired | $ / shares | 8.76 |
Outstanding and vested as of end of period | $ / shares | $ 12.36 |
Weighted-average remaining contractual term (in years) | |
Outstanding and vested as of end of period | 3 years 8 months 19 days |
Aggregate intrinsic value | |
Options exercised | $ | $ 1,256 |
Outstanding and vested as of end of period | $ | $ 4,570 |
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 | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Nonvested equity stock and stock units | ||||
Nonvested as of beginning of period (in shares) | 3,430,192 | |||
Granted (in shares) | 800,000 | 100,000 | 913,543 | 1,200,000 |
Vested (in shares) | (1,128,550) | |||
Forfeited (in shares) | (149,962) | |||
Nonvested as of end of period (in shares) | 3,065,223 | 3,065,223 | ||
Weighted-average grant-date fair value | ||||
Nonvested as of beginning of period (in dollars per share) | $ 32.90 | |||
Granted (in dollars per share) | 63.98 | |||
Vested (in dollars per share) | 24.64 | |||
Forfeited (in dollars per share) | 35.47 | |||
Nonvested as of end of period (in dollars per share) | $ 43.45 | $ 43.45 |
Equity Incentive Plans and St_6
Equity Incentive Plans and Stock-Based Compensation (Details Textual) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | |
Stock compensation plan | |||||
Stock-based compensation | |||||
Shares available for issuance | 11,110,756 | 11,110,756 | 11,954,150 | ||
Contingently issuable ESPP shares | |||||
Stock-based compensation | |||||
Employee stock purchase plan, shares issued during period | 69,828 | 120,569 | |||
Employee stock purchase plan, price per share | $ 44.84 | $ 27.91 | $ 44.84 | $ 27.91 | |
Shares available for issuance | 2,300,000 | 2,300,000 | |||
Discount from the fair market value (as a percentage) | 15% | ||||
Stock-based compensation expense | $ 0.4 | $ 0.4 | $ 1 | $ 1 | |
Unrecognized compensation cost | 0.5 | $ 0.5 | |||
Unrecognized compensation cost, weighted-average period | 4 months | ||||
Nonvested equity stock units and stock units | |||||
Stock-based compensation | |||||
Stock-based compensation expense | 11.3 | $ 10.9 | $ 20.2 | $ 23.4 | |
Unrecognized compensation cost | $ 89.7 | $ 89.7 | |||
Unrecognized compensation cost, weighted-average period | 2 years 2 months 12 days | ||||
Awards, nonvested grants in period, shares | 800,000 | 100,000 | 913,543 | 1,200,000 | |
Requisite service period | 4 years | 4 years | 4 years | 4 years | |
Awards, nonvested grants in period, fair value | $ 52.1 | $ 2.5 | $ 55.7 | $ 55.2 | |
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 - USD ($) $ in Millions | Jun. 30, 2024 | Nov. 02, 2023 | Oct. 29, 2020 |
Class of stock | |||
Total number of shares authorized to be repurchased under the program | 20,000,000 | ||
Amount authorized to be repurchased | $ 50 | ||
Amount authorized to be repurchased, maximum per quarter | $ 25 | ||
Remaining number of shares authorized to be repurchased | 6,800,000 |
Stockholders' Equity (Details 2
Stockholders' Equity (Details 2) - USD ($) $ in Thousands, shares in Millions | 3 Months Ended | 6 Months Ended | ||||||
Mar. 18, 2024 | Mar. 01, 2024 | Sep. 22, 2023 | Aug. 11, 2023 | Jun. 30, 2024 | Mar. 31, 2024 | Sep. 30, 2023 | Jun. 30, 2024 | |
Accelerated share repurchases | ||||||||
Repurchase and retirement of common stock under repurchase program | $ 12,558 | $ 63,370 | ||||||
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 | |||||||
2024 Accelerated Share Repurchase Program | ||||||||
Accelerated share repurchases | ||||||||
Accelerated share repurchase program, upfront payment | $ 50,000 | |||||||
Repurchase and retirement of common stock under repurchase program (in shares) | (0.1) | (0.7) | (0.2) | |||||
Repurchase and retirement of common stock under repurchase program | (40,000) | $ (13,100) | ||||||
Remaining initial payment, unsettled forward contract indexed to Company's stock | $ 10,000 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Income Tax Disclosure [Abstract] | ||||
Provision for (benefit from) income taxes | $ 8,295 | $ (155,325) | $ 9,749 | $ (155,124) |
Income taxes paid | $ 5,300 | $ 5,000 | $ 10,300 | $ 10,400 |
Income Taxes (Details 2)
Income Taxes (Details 2) - USD ($) $ in Thousands | 1 Months Ended | ||
Oct. 31, 2023 | Jun. 30, 2024 | Dec. 31, 2023 | |
Valuation allowance | |||
Unrecognized tax benefits | $ 196,300 | $ 185,700 | |
Income taxes receivable | 98,683 | 88,768 | |
Long-term income taxes payable | 92,728 | 78,947 | |
Foreign tax authority | National Tax Services | |||
Valuation allowance | |||
Portion of unrecognized tax benefits, which if recognized, would be recorded as an income tax benefit | 172,500 | ||
Income taxes receivable | $ 82,700 | ||
Long-term income taxes payable | 72,600 | ||
Valuation allowance, deferred tax asset, increase (decrease) | $ 10,100 | ||
Long-term deferred tax assets | |||
Valuation allowance | |||
Unrecognized tax benefits | 28,600 | 31,700 | |
Other assets | Foreign tax authority | National Tax Services | |||
Valuation allowance | |||
Unrecognized tax benefits | 75,000 | 75,000 | |
Long-term income taxes payable | |||
Valuation allowance | |||
Unrecognized tax benefits | $ 92,700 | $ 78,900 |
Restructuring and Related Act_2
Restructuring and Related Activities (Details) $ in Thousands | 1 Months Ended | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2024 USD ($) | Jun. 30, 2023 USD ($) | Jun. 30, 2024 USD ($) | Jun. 30, 2023 USD ($) | |
Restructuring costs and reserves | |||||
Restructuring and other charges | $ 0 | $ 9,494 | $ 0 | $ 9,494 | |
2023 Plan | |||||
Restructuring costs and reserves | |||||
Restructuring, number of positions eliminated | 42 | ||||
2023 Plan | |||||
Restructuring costs and reserves | |||||
Restructuring and other charges | $ 9,500 |