Cover Page
Cover Page | 3 Months Ended |
Mar. 31, 2021shares | |
Cover [Abstract] | |
Document Type | 10-Q |
Document Quarterly Report | true |
Document Period End Date | Mar. 31, 2021 |
Document Transition Report | false |
Entity File Number | 000-22339 |
Entity Registrant Name | RAMBUS INC |
Entity Incorporation, State or Country Code | DE |
Entity Tax Identification Number | 94-3112828 |
Entity Address, Address Line One | 4453 North First Street |
Entity Address, Address Line Two | Suite 100 |
Entity Address, City or Town | San Jose |
Entity Address, State or Province | CA |
Entity Address, Postal Zip Code | 95134 |
City Area Code | 408 |
Local Phone Number | 462-8000 |
Title of 12(b) Security | Common Stock, $.001 Par Value |
Trading Symbol | RMBS |
Security Exchange Name | NASDAQ |
Entity Current Reporting Status | Yes |
Entity Interactive Data Current | Yes |
Entity Filer Category | Large Accelerated Filer |
Entity Small Business | false |
Entity Emerging Growth Company | false |
Entity Shell Company | false |
Entity Common Stock, Shares Outstanding | 112,505,254 |
Entity Central Index Key | 0000917273 |
Current Fiscal Year End Date | --12-31 |
Document Fiscal Year Focus | 2021 |
Document Fiscal Period Focus | Q1 |
Amendment Flag | false |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash and cash equivalents | $ 109,554 | $ 128,967 |
Marketable securities | 419,574 | 373,682 |
Accounts receivable | 35,937 | 27,903 |
Unbilled receivables | 137,729 | 138,813 |
Inventories | 9,926 | 14,466 |
Prepaids and other current assets | 11,616 | 15,881 |
Total current assets | 724,336 | 699,712 |
Intangible assets, net | 31,872 | 36,487 |
Goodwill | 183,222 | 183,222 |
Property, plant and equipment, net | 53,687 | 57,693 |
Operating lease right-of-use assets | 27,214 | 28,708 |
Deferred tax assets | 4,372 | 4,353 |
Unbilled receivables | 207,016 | 236,699 |
Other assets | 4,061 | 4,535 |
Total assets | 1,235,780 | 1,251,409 |
Current liabilities: | ||
Accounts payable | 7,802 | 8,993 |
Accrued salaries and benefits | 14,113 | 23,326 |
Deferred revenue | 13,534 | 10,198 |
Income taxes payable | 20,186 | 20,064 |
Operating lease liabilities | 7,026 | 4,724 |
Other current liabilities | 17,741 | 18,559 |
Total current liabilities | 80,402 | 85,864 |
Convertible notes | 157,905 | 156,031 |
Long-term operating lease liabilities | 32,535 | 34,305 |
Long-term income taxes payable | 36,391 | 41,333 |
Deferred tax liabilities | 14,711 | 14,276 |
Other long-term liabilities | 4,430 | 6,894 |
Total liabilities | 326,374 | 338,703 |
Commitments and contingencies (Notes 9, 11 and 15) | ||
Stockholders’ equity: | ||
Convertible preferred stock, $.001 par value: Authorized: 5,000,000 shares; Issued and outstanding: no shares at March 31, 2021 and December 31, 2020 | 0 | 0 |
Common stock, $.001 par value: Authorized: 500,000,000 shares; Issued and outstanding: 112,505,254 shares at March 31, 2021 and 111,697,994 shares at December 31, 2020 | 113 | 112 |
Additional paid-in capital | 1,269,790 | 1,270,426 |
Accumulated deficit | (360,364) | (357,751) |
Accumulated other comprehensive loss | (133) | (81) |
Total stockholders’ equity | 909,406 | 912,706 |
Total liabilities and stockholders’ equity | $ 1,235,780 | $ 1,251,409 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Mar. 31, 2021 | Dec. 31, 2020 |
Stockholders’ equity: | ||
Convertible preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Convertible preferred stock, authorized shares | 5,000,000 | 5,000,000 |
Convertible preferred stock, issued shares | 0 | 0 |
Convertible preferred stock, outstanding shares | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, authorized shares | 500,000,000 | 500,000,000 |
Common stock, issued shares | 112,505,254 | 111,697,994 |
Common stock, outstanding shares | 112,505,254 | 111,697,994 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Revenue | ||
Revenue | $ 70,382 | $ 65,777 |
Cost of revenue | ||
Cost of product revenue | 11,410 | 10,343 |
Cost of contract and other revenue | 1,556 | 1,198 |
Amortization of acquired intangible assets | 4,386 | 4,344 |
Cost of revenue | 17,352 | 15,885 |
Gross profit | 53,030 | 49,892 |
Operating expenses: | ||
Research and development | 32,354 | 36,664 |
Sales, general and administrative | 23,562 | 23,306 |
Amortization of acquired intangible assets | 229 | 348 |
Restructuring charges | 368 | 836 |
Change in fair value of earn-out liability | 0 | (1,800) |
Total operating expenses | 56,513 | 59,354 |
Operating loss | (3,483) | (9,462) |
Interest income and other income (expense), net | 2,981 | 6,443 |
Interest expense | (2,614) | (2,555) |
Interest and other income (expense), net | 367 | 3,888 |
Loss before income taxes | (3,116) | (5,574) |
Provision for (benefit from) income taxes | (503) | 965 |
Net loss | $ (2,613) | $ (6,539) |
Net loss per share: | ||
Earnings per share, basic | $ (0.02) | $ (0.06) |
Earnings per share, diluted | $ (0.02) | $ (0.06) |
Weighted-average shares used in per share calculation: | ||
Basic (in shares) | 112,211 | 112,907 |
Diluted (in shares) | 112,211 | 112,907 |
Product revenue | ||
Revenue | ||
Revenue | $ 30,781 | $ 30,728 |
Royalties | ||
Revenue | ||
Revenue | 28,859 | 21,482 |
Contract and other revenue | ||
Revenue | ||
Revenue | $ 10,742 | $ 13,567 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Statement of Comprehensive Income [Abstract] | ||
Net loss | $ (2,613) | $ (6,539) |
Other comprehensive loss: | ||
Foreign currency translation adjustment | (21) | 0 |
Unrealized loss on marketable securities, net of tax | (31) | (96) |
Total comprehensive loss | $ (2,665) | $ (6,635) |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY - USD ($) shares in Thousands, $ in Thousands | Total | Common stock | Additional paid-in capital | Accumulated deficit | Accumulated other comprehensive gain (loss) |
Balance (in shares) at Dec. 31, 2019 | 112,131 | ||||
Balance at Dec. 31, 2019 | $ 975,373 | $ 112 | $ 1,261,142 | $ (285,789) | $ (92) |
Increase (Decrease) in Stockholders' Equity | |||||
Net loss | (6,539) | (6,539) | |||
Foreign currency translation adjustment | 0 | ||||
Unrealized loss on marketable securities, net of tax | (96) | (96) | |||
Issuance of common stock upon exercise of options, equity stock and stock units, and employee stock purchase plan (in shares) | 1,144 | ||||
Issuance of common stock upon exercise of options, equity stock and employee stock purchase plan | (3,213) | $ 1 | (3,214) | ||
Stock-based compensation | 6,072 | 6,072 | |||
Balance (in shares) at Mar. 31, 2020 | 113,275 | ||||
Balance at Mar. 31, 2020 | 971,597 | $ 113 | 1,264,000 | (292,328) | (188) |
Balance (in shares) at Dec. 31, 2020 | 111,698 | ||||
Balance at Dec. 31, 2020 | 912,706 | $ 112 | 1,270,426 | (357,751) | (81) |
Increase (Decrease) in Stockholders' Equity | |||||
Net loss | (2,613) | (2,613) | |||
Foreign currency translation adjustment | (21) | (21) | |||
Unrealized loss on marketable securities, net of tax | (31) | (31) | |||
Issuance of common stock upon exercise of options, equity stock and stock units, and employee stock purchase plan (in shares) | 807 | ||||
Issuance of common stock upon exercise of options, equity stock and employee stock purchase plan | (7,136) | $ 1 | (7,137) | ||
Stock-based compensation | 6,501 | 6,501 | |||
Balance (in shares) at Mar. 31, 2021 | 112,505 | ||||
Balance at Mar. 31, 2021 | $ 909,406 | $ 113 | $ 1,269,790 | $ (360,364) | $ (133) |
CONDENSED CONSOLIDATED STATEM_4
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | |
Cash flows from operating activities: | |||
Net loss | $ (2,613) | $ (6,539) | |
Adjustments to reconcile net loss to net cash provided by operating activities: | |||
Stock-based compensation | 6,501 | 6,072 | |
Depreciation | 6,198 | 7,711 | |
Amortization of intangible assets | 4,615 | 4,692 | |
Non-cash interest expense and amortization of convertible debt issuance costs | 1,874 | 1,773 | |
Deferred income taxes | 416 | 327 | |
Loss on equity investment | 200 | 212 | |
Change in fair value of earn-out liability | 0 | (1,800) | |
Change in operating assets and liabilities, net of impact of acquisitions: | |||
Accounts receivable | (8,034) | (325) | |
Unbilled receivables | 30,767 | 39,465 | |
Prepaid expenses and other assets | 3,589 | 1,855 | |
Inventories | 4,540 | 238 | |
Accounts payable | 297 | 416 | |
Accrued salaries and benefits and other liabilities | (7,861) | (7,966) | |
Income taxes payable | (4,786) | (4,069) | |
Deferred revenue | 3,223 | (1,826) | |
Operating lease liabilities | 532 | (2,978) | |
Net cash provided by operating activities | 39,458 | 37,258 | |
Cash flows from investing activities: | |||
Purchases of property, plant, and equipment | (3,517) | (1,950) | |
Purchases of marketable securities | (159,755) | (169,866) | |
Maturities of marketable securities | 106,475 | 215,164 | |
Proceeds from sale of marketable securities | 8,332 | 0 | |
Settlement of working capital adjustment from disposal of business | 0 | (1,131) | |
Net cash provided by (used in) investing activities | (48,465) | 42,217 | $ (97,600) |
Cash flows from financing activities: | |||
Proceeds received from issuance of common stock under employee stock plans | 920 | 4,005 | |
Payments of taxes on restricted stock units | (8,057) | (7,218) | |
Payments under installment payment arrangements | (3,119) | (2,551) | |
Net cash used in financing activities | (10,256) | (5,764) | |
Effect of exchange rate changes on cash and cash equivalents | (144) | (452) | |
Net increase (decrease) in cash, cash equivalents and restricted cash | (19,407) | 73,259 | |
Cash, cash equivalents and restricted cash at beginning of period | 129,324 | 102,518 | 102,518 |
Cash, cash equivalents and restricted cash at end of period | 109,917 | 175,777 | $ 129,324 |
Non-cash investing and financing activities during the period: | |||
Property, plant and equipment received and accrued in accounts payable and other liabilities | $ 15,210 | $ 33,190 |
CONDENSED CONSOLIDATED STATEM_5
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Parenthetical) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Cash, cash equivalents and restricted cash | ||
Restricted cash | $ 363 | $ 357 |
Restatement of Consolidated Fin
Restatement of Consolidated Financial Statements | 3 Months Ended |
Mar. 31, 2021 | |
Accounting Changes and Error Corrections [Abstract] | |
Restatement of Consolidated Financial Statements | Restatement of Condensed Consolidated Financial Statements and Immaterial Correction of Prior-Period Error Rambus Inc. (the “Company” or “Rambus”) restated its previously issued consolidated financial statements and related disclosures as of and for the fiscal years ended December 31, 2020 and 2019 and presented the impact of the restatement on the relevant unaudited interim financial information for each of the quarterly periods during the years ended December 31, 2020 and 2019 on Form 10-K/A filed on March 29, 2021, in order to correct errors resulting from the incorrect application of generally accepted accounting principles relating to revenue recognition as it pertains to a single customer agreement (the “Impacted Agreement”). Additionally, to correct errors that the Company has determined to be immaterial, both individually and in aggregate, the Company also restated the consolidated financial statements for the fiscal years ended December 31, 2020 and 2019. Impact of Restatement The following errors in the Company’s consolidated financial statements were identified and corrected: a) Correction of revenue related to the Impacted Agreement: During the quarter ended March 31, 2021, the Company determined that a portion of revenue under a single customer agreement that had not yet been recognized, should have been recognized during the quarters ended September 30, 2019, December 31, 2019, March 31, 2020, and June 30, 2020. The Impacted Agreement contained a single performance obligation for a license to the Company’s patents and technology in exchange for consideration, a portion of which was fixed at the inception of the contract and a portion that was dependent on the customer’s applicable sales (as stipulated in the agreement) for the four consecutive quarters commencing on July 1, 2019 and ending on June 30, 2020. The Company accounted for the agreement as a right-to-use IP license agreement with the fixed portion of the consideration appropriately recognized at the inception of the agreement when control of the license was transferred to the customer. However, the Company did not recognize as revenue the portion of the consideration that depended on the customer’s sales beginning in the quarter ended September 30, 2019. During the quarter ended March 31, 2021, the Company reassessed its accounting for this uncertain portion of the consideration and determined that revenue associated with that uncertain portion of the consideration should have been recognized over the four quarters commencing on July 1, 2019 and ending June 30, 2020, which are the periods when the uncertainty surrounding the amount of the contingent consideration was resolved (that is when the customer’s sales occurred for which the contingent payments were based). This error resulted in royalty revenue being corrected by approximately $3.6 million in each of the years ended December 31, 2020 and 2019, resulting in an increase in royalty revenue for each of the respective periods. Unbilled receivables (both current and non-current, as applicable) on the consolidated balance sheets were also increased by the correction, given this additional revenue recognized is payable by the customer in ten equal quarterly installments with the first installment payable in the quarter ended March 31, 2021. Additionally, due to the significant financing component of the Impacted Agreement, immaterial amounts were corrected to increase interest and other income (expense), net, on the consolidated statements of operations. b) Correction of immaterial asset retirement obligation (“ARO”) related to the Company’s previous Sunnyvale, California headquarters of approximately $1.0 million in fiscal year 2019 related to facility restoration costs. The Company originally recorded a liability for the ARO but expensed (included in sales, general and administrative expenses on the consolidated statements of operations) the entire amount in the year ended December 31, 2019. The Company corrected the consolidated financial statements to record the ARO asset within property, plant and equipment, net, within the consolidated balance sheets and reflect the amortization of the ARO asset over the remaining life of the lease of seven months beginning in December of 2019 through June 2020. c) Recording of provision for income taxes impacts due to adjustments a) and b) above. The restatement tables below present a reconciliation from the previously reported amounts to the restated amounts (in thousands, except shares and per share amounts). The amounts originally reported were derived from the Company’s Quarterly Report on Form 10-Q for the interim period ended March 31, 2020. Certain line items in the quarterly financial data below were excluded because they were not impacted by the restatement. For the Three Months Ended As Originally Reported Adjustments As Restated Condensed Consolidated Statement of Operations Revenue: Royalties $ 19,694 $ 1,788 $ 21,482 Total revenue 63,989 1,788 65,777 Gross profit 48,104 1,788 49,892 Operating expenses: Sales, general and administrative 22,895 411 23,306 Total operating expenses 58,943 411 59,354 Operating income (loss) (10,839) 1,377 (9,462) Interest income and other income (expense), net 6,374 69 6,443 Interest and other income (expense), net 3,819 69 3,888 Income (loss) before income taxes (7,020) 1,446 (5,574) Provision for income taxes 963 2 965 Net income (loss) (7,983) 1,444 (6,539) Net income (loss) per share: Basic $ (0.07) $ 0.01 $ (0.06) Diluted $ (0.07) $ 0.01 $ (0.06) For the Three Months Ended As Originally Reported Adjustments As Restated Condensed Consolidated Statement of Comprehensive Loss Net income (loss) $ (7,983) $ 1,444 $ (6,539) Total comprehensive income (loss) (8,079) 1,444 (6,635) For the Three Months Ended As Originally Reported Adjustments As Restated Condensed Consolidated Statement of Stockholders’ Equity Net loss attributable to: Accumulated deficit $ (298,227) $ 5,899 $ (292,328) Total stockholders’ equity 965,698 5,899 971,597 For the Three Months Ended As Originally Reported Adjustments As Restated Condensed Consolidated Statement of Cash Flows Cash flows from operating activities: Net loss $ (7,983) $ 1,444 $ (6,539) Adjustments to reconcile net loss to net cash provided by operating activities: Depreciation 7,300 411 7,711 Change in operating assets and liabilities, net of effects of acquisitions: Unbilled receivables 41,321 (1,856) 39,465 Prepaid expenses and other assets 1,854 1 1,855 Net cash provided by operating activities 37,258 — 37,258 Immaterial Correction of Prior-Period Error Subsequent to the reissuance of the consolidated financial statements as of and for the year ended December 31, 2020, the Company determined that $7.2 million in corporate investments originally classified as cash equivalents should have been classified as marketable securities in the consolidated balance sheet as of December 31, 2020. The Company assessed the effect of this correction based on an analysis of both quantitative and qualitative factors and determined that the correction was not material. Accordingly, the Company corrected the error as of December 31, 2020 in the accompanying condensed consolidated balance sheet and related footnotes. The following adjustments were made: • Cash and cash equivalents as of December 31, 2020 originally reported as $136.1 million was corrected to $129.0 million. • Marketable securities as of December 31, 2020 originally reported as $366.5 million was corrected to $373.6 million. • Correction of Note 7, “Marketable Securities” and Note 8, “Fair Value of Financial Instruments”, to reflect the above adjustments. |
Basis of Presentation
Basis of Presentation | 3 Months Ended |
Mar. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed consolidated financial statements include the accounts of Rambus Inc. (“Rambus” or the “Company”) and its wholly-owned subsidiaries. All intercompany accounts and transactions have been eliminated in the accompanying unaudited condensed consolidated financial statements. In the opinion of management, the unaudited condensed consolidated financial statements include all adjustments (consisting only of normal recurring items) necessary to state fairly the financial position and results of operations for each interim period presented. Interim results are not necessarily indicative of results for a full year. The unaudited condensed consolidated financial statements have been prepared in accordance with the rules and regulations of the Securities and Exchange Commission (the “SEC”) applicable to interim financial information. Certain information and Note disclosures included in the financial statements prepared in accordance with generally accepted accounting principles have been omitted in these interim statements pursuant to such SEC rules and regulations. The information included in this Form 10-Q should be read in conjunction with the consolidated financial statements and notes thereto in Form 10-K/A for the year ended December 31, 2020. |
Recent Accounting Pronouncement
Recent Accounting Pronouncements | 3 Months Ended |
Mar. 31, 2021 | |
Accounting Standards Update and Change in Accounting Principle [Abstract] | |
Recent Accounting Pronouncements | Recent Accounting Pronouncements Recent Accounting Pronouncements Adopted In January 2020, the FASB issued ASU No. 2020-01, “Investments—Equity Securities (Topic 321), Investments—Equity Method and Joint Ventures (Topic 323), and Derivatives and Hedging (Topic 815).” The amendments in this ASU clarify the interaction of the accounting for equity securities under Topic 321 and investments accounted for under the equity method of accounting in Topic 323 and the accounting for certain forward contracts and purchased options accounted for under Topic 815. This ASU is effective for interim and annual reporting periods beginning after December 15, 2020. The Company adopted this ASU on January 1, 2021 on a prospective basis. The adoption of this ASU did not have a material impact on the Company's condensed consolidated financial statements. Recent Accounting Pronouncements Not Yet Adopted In August 2020, the FASB issued ASU No. 2020-06, “Debt - Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging - Contracts in Entity's Own Equity (Subtopic 815-40).” The amendments in this ASU simplify the accounting for certain financial instruments with characteristics of liabilities and equity, including convertible instruments and contracts in an entity’s own equity. Among other changes, the guidance removes the liability and equity separation models for convertible instruments. Instead, entities will account for convertible debt instruments wholly as debt unless convertible instruments contain features that require bifurcation as a derivative or that result in substantial premiums accounted for as paid-in capital. The guidance also requires the application of the if-converted method to calculate the impact of convertible instruments on diluted earnings per share. The guidance is effective for fiscal years beginning after December 15, 2021, with |
Revenue Recognition
Revenue Recognition | 3 Months Ended |
Mar. 31, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Revenue Recognition | Revenue Recognition Contract Balances The contract assets are primarily related to the Company’s fixed fee IP licensing arrangements and rights to consideration for performance obligations delivered but not billed as of March 31, 2021. The Company’s contract balances were as follows: As of (In thousands) March 31, 2021 December 31, 2020 Unbilled receivables $ 344,745 $ 375,512 Deferred revenue 13,685 10,461 During the three months ended March 31, 2021, the Company recognized $4.6 million of revenue that was included in the contract balances as of December 31, 2020. During the three months ended March 31, 2020, the Company recognized $6.1 million of revenue that was included in the contract balances as of December 31, 2019. Remaining Performance Obligations Revenue allocated to remaining performance obligations represents the transaction price allocated to the performance obligations that are unsatisfied, or partially unsatisfied, which includes unearned revenue and amounts that will be invoiced and recognized as revenue in future periods. Contracted but unsatisfied performance obligations were approximately $21.8 million as of March 31, 2021, which the Company primarily expects to recognize over the next 2 years. |
Earnings (Loss) Per Share
Earnings (Loss) Per Share | 3 Months Ended |
Mar. 31, 2021 | |
Earnings Per Share [Abstract] | |
Earnings (Loss) Per Share | Earnings (Loss) Per Share Basic earnings (loss) per share is calculated by dividing the net income (loss) by the weighted-average number of common shares outstanding during the period. Diluted earnings per share is calculated by dividing the earnings by the weighted-average number of common shares and potentially dilutive securities outstanding during the period. Potentially dilutive common shares consist of incremental common shares issuable upon exercise of stock options, employee stock purchases, restricted stock and restricted stock units and shares issuable upon the conversion of convertible notes. The dilutive effect of outstanding shares is reflected in diluted earnings per share by application of the treasury stock method. This method includes consideration of the amounts to be paid by the employees and the amount of unrecognized stock-based compensation related to future services. No potential dilutive common shares are included in the computation of any diluted per share amount when a net loss is reported. The following table sets forth the computation of basic and diluted net income (loss) per share: Three Months Ended March 31, (In thousands, except per share amounts) 2021 2020 (As Restated) Net loss per share: Numerator: Net loss $ (2,613) $ (6,539) Denominator: Weighted-average shares outstanding - basic 112,211 112,907 Effect of potential dilutive common shares — — Weighted-average shares outstanding - diluted 112,211 112,907 Basic net loss per share $ (0.02) $ (0.06) Diluted net loss per share $ (0.02) $ (0.06) For the three months ended March 31, 2020, options to purchase approximately 0.4 million shares were excluded from the calculation because they were anti-dilutive after considering proceeds from exercise and related unrecognized stock-based compensation expense. For the three months ended March 31, 2021, an immaterial amount of options to purchase shares were excluded from the calculation because they were anti-dilutive after considering proceeds from exercise and related unrecognized stock-based compensation expense. For the three months ended March 31, 2021 and 2020, an additional 3.4 million and 2.3 million shares, respectively, were excluded from the weighted-average dilutive shares because there was a net loss position for the periods. In addition, during the three months ended March 31, 2021, the Company’s stock price exceeded the 2023 Notes' conversion price of $18.93 per share, therefore approximately 0.5 million shares were excluded in the weighted-average dilutive shares. Under the treasury stock method, the cumulative dilutive effect of the 2023 Notes would be approximately 9.1 million shares. However, upon conversion, there will be no economic dilution from the 2023 Notes, as exercise of the Convertible Note Hedge Transactions will eliminate any dilution from the 2023 Notes. |
Intangible Assets and Goodwill
Intangible Assets and Goodwill | 3 Months Ended |
Mar. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets and Goodwill | Intangible Assets and Goodwill Goodwill The following tables present goodwill information for the three months ended March 31, 2021: (In thousands) As of December 31, 2020 Adjustment to Goodwill As of March 31, 2021 Total goodwill $ 183,222 $ — $ 183,222 As of March 31, 2021 (In thousands) Gross Carrying Amount Accumulated Impairment Losses Net Carrying Amount Total goodwill $ 204,992 $ (21,770) $ 183,222 Intangible Assets, Net The components of the Company’s intangible assets as of March 31, 2021 and December 31, 2020 were as follows: As of March 31, 2021 (In thousands) Useful Life Gross Carrying Amount Accumulated Amortization Net Carrying Amount Existing technology 3 to 10 years $ 263,789 $ (235,385) $ 28,404 Customer contracts and contractual relationships 0.5 to 10 years 36,293 (34,425) 1,868 Non-compete agreements and trademarks 3 years 300 (300) — In-process research and development Not applicable 1,600 — 1,600 Total intangible assets $ 301,982 $ (270,110) $ 31,872 As of December 31, 2020 (In thousands) Useful Life Gross Carrying Amount Accumulated Amortization Net Carrying Amount Existing technology 3 to 10 years $ 263,789 $ (230,950) $ 32,839 Customer contracts and contractual relationships 0.5 to 10 years 36,293 (34,245) 2,048 Non-compete agreements and trademarks 3 years 300 (300) — In-process research and development Not applicable 1,600 — 1,600 Total intangible assets $ 301,982 $ (265,495) $ 36,487 During the three months ended March 31, 2021, the Company did not purchase or sell any intangible assets. Amortization expense for intangible assets for the three months ended March 31, 2021 and 2020 was $4.6 million and $4.7 million, respectively. The estimated future amortization of intangible assets as of March 31, 2021 was as follows (in thousands): Years Ending December 31: Amount 2021 (remaining nine months) $ 9,996 2022 7,644 2023 6,940 2024 5,492 2025 200 Thereafter — Total amortizable purchased intangible assets 30,272 In-process research and development 1,600 Total intangible assets $ 31,872 It is reasonably possible that the businesses could perform significantly below the Company’s expectations or a deterioration of market and economic conditions could occur. This would adversely impact the Company’s ability to meet its projected results, which could cause the goodwill of its reporting unit or long-lived assets in any of its asset groups to become impaired. Significant differences between these estimates and actual cash flows could materially affect the Company’s future financial results. If the Company determines that its goodwill or long-lived assets are impaired, it would be required to record a non-cash charge that could have a material adverse effect on its results of operations and financial position. |
Segment Information
Segment Information | 3 Months Ended |
Mar. 31, 2021 | |
Segment Reporting [Abstract] | |
Segment Information | Segments and Major Customers Operating segments are based upon Rambus’ internal organization structure, the manner in which its operations are managed, the criteria used by its Chief Operating Decision Maker (“CODM”) to evaluate segment performance and availability of separate financial information regularly reviewed for resource allocation and performance assessment. The Company has determined its CODM to be the Chief Executive Officer (“CEO”). The CEO reviews financial information presented on a consolidated basis for purposes of managing the business, allocating resources, making operating decisions and assessing financial performance. On this basis, the Company is organized and operates as a single segment within the semiconductor space. As of March 31, 2021, the Company has a single operating and reportable segment. Accounts receivable from the Company’s major customers representing 10% or more of total accounts receivable at March 31, 2021 and December 31, 2020, respectively, was as follows: As of Customer March 31, 2021 December 31, 2020 Customer 1 14 % 13 % Customer 2 14 % * Customer 3 11 % 14 % Customer 4 * 11 % _________________________________________ * Customer accounted for less than 10% of total accounts receivable in the period. Revenue from the Company’s major customers representing 10% or more of total revenue for the three months ended March 31, 2021 and 2020, respectively, was as follows: Three Months Ended March 31, Customer 2021 2020 (As Restated) Customer A 23 % 12 % Customer B 14 % 14 % Customer C * 14 % _________________________________________ * 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 March 31, (In thousands) 2021 2020 (As Restated) USA $ 46,151 $ 34,788 Taiwan 8,843 7,064 South Korea 388 1,820 Japan 4,588 4,631 Europe 446 738 Canada 54 512 Singapore 6,338 7,630 Asia-Other 3,574 8,594 Total $ 70,382 $ 65,777 |
Marketable Securities
Marketable Securities | 3 Months Ended |
Mar. 31, 2021 | |
Debt Securities, Available-for-sale, Sale [Abstract] | |
Marketable Securities | Marketable Securities Rambus invests its excess cash and cash equivalents primarily in U.S. government-sponsored obligations, commercial paper, corporate notes and bonds, money market funds and municipal notes and bonds that mature within three years. All cash equivalents and marketable securities are classified as available-for-sale. Total cash, cash equivalents and marketable securities are summarized as follows: As of March 31, 2021 (In thousands) Fair Value Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Weighted Rate of Return Money market funds $ 28,625 $ 28,625 $ — $ — 0.04 % U.S. Government bonds and notes 154,380 154,373 12 (5) 0.10 % Corporate notes, bonds and commercial paper 283,229 283,325 21 (117) 0.22 % Total cash equivalents and marketable securities 466,234 466,323 33 (122) Cash 62,894 62,894 — — Total cash, cash equivalents and marketable securities $ 529,128 $ 529,217 $ 33 $ (122) As of December 31, 2020 (In thousands) Fair Value Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Weighted Rate of Return Money market funds $ 18,162 $ 18,162 $ — $ — 0.01 % U.S. Government bonds and notes 169,633 169,670 3 (40) 0.12 % Corporate notes, bonds and commercial paper 253,391 253,412 61 (82) 0.20 % Total cash equivalents and marketable securities 441,186 441,244 64 (122) Cash 61,463 61,463 — — Total cash, cash equivalents and marketable securities $ 502,649 $ 502,707 $ 64 $ (122) Available-for-sale securities are reported at fair value on the balance sheets and classified along with cash as follows: As of (In thousands) March 31, 2021 December 31, 2020 Cash equivalents $ 46,660 $ 67,504 Short term marketable securities 419,574 373,682 Total cash equivalents and marketable securities 466,234 441,186 Cash 62,894 61,463 Total cash, cash equivalents and marketable securities $ 529,128 $ 502,649 The Company continues to invest in highly rated and highly liquid debt securities. The Company holds all of its marketable securities as available-for-sale, marks them to market, and regularly reviews its portfolio to ensure adherence to its investment policy and to monitor individual investments for risk analysis, proper valuation, and unrealized losses that may be other than temporary. The estimated fair value and gross unrealized losses of cash equivalents and marketable securities classified by the length of time that the securities have been in a continuous unrealized loss position at March 31, 2021 and December 31, 2020 are as follows: Fair Value Gross Unrealized Loss (In thousands) March 31, 2021 December 31, 2020 March 31, 2021 December 31, 2020 Less than 12 months U.S. Government bonds and notes $ 20,517 $ 70,548 $ (5) $ (40) Corporate notes, bonds and commercial paper 207,323 181,349 (117) (82) Total cash equivalents and marketable securities in a continuous unrealized loss position $ 227,840 $ 251,897 $ (122) $ (122) The gross unrealized loss at March 31, 2021 and December 31, 2020 was not material in relation to the Company’s total available-for-sale portfolio. The gross unrealized loss can be primarily attributed to a combination of market conditions as well as the demand for and duration of the U.S. government-sponsored obligations and corporate notes and bonds. The Company reasonably believes that there is no need to sell these investments and that it can recover the amortized cost of these investments. The Company has found no evidence of impairment due to credit losses in its portfolio. Therefore, these unrealized losses were recorded in other comprehensive income (loss). However, the Company cannot provide any assurance that its portfolio of cash, cash equivalents and marketable securities will not be impacted by adverse conditions in the financial markets, which may require the Company in the future to record an impairment charge for credit losses which could adversely impact its financial results. The contractual maturities of cash equivalents (excluding money market funds which have no maturity) and marketable securities are summarized as follows: (In thousands) March 31, 2021 Due less than one year $ 360,852 Due from one year through three years 76,757 Total $ 437,609 Refer to Note 8, “Fair Value of Financial Instruments,” for discussion regarding the fair value of the Company’s cash equivalents and marketable securities. |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 3 Months Ended |
Mar. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The following table presents the financial instruments that are carried at fair value and summarizes the valuation of its cash equivalents and marketable securities by the below pricing levels as of March 31, 2021 and December 31, 2020: As of March 31, 2021 (In thousands) Total Quoted Market Prices in Active Markets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Money market funds $ 28,625 $ 28,625 $ — $ — U.S. Government bonds and notes 154,380 — 154,380 — Corporate notes, bonds and commercial paper 283,229 — 283,229 — Total available-for-sale securities $ 466,234 $ 28,625 $ 437,609 $ — As of December 31, 2020 (In thousands) Total Quoted Market Prices in Active Markets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Money market funds $ 18,162 $ 18,162 $ — $ — U.S. Government bonds and notes 169,633 — 169,633 — Corporate notes, bonds and commercial paper 253,391 — 253,391 — Total available-for-sale securities $ 441,186 $ 18,162 $ 423,024 $ — The Company monitors its investments for other-than-temporary impairment and records appropriate reductions in carrying value when necessary. The Company monitors its investments for other-than-temporary losses by considering current factors, including the economic environment, market conditions, operational performance and other specific factors relating to the business underlying the investment, reductions in carrying values when necessary and the Company’s ability and intent to hold the investment for a period of time which may be sufficient for anticipated recovery in the market. Any other-than-temporary loss is reported under “Interest and other income (expense), net” on the condensed consolidated statement of operations. During the second half of 2018, the Company made an investment in a non-marketable equity security of a private company. This equity investment is accounted for under the equity method of accounting, and the Company accounts for its equity method share of the income (loss) on a quarterly basis. As of March 31, 2021, the Company’s 25.0% ownership percentage amounted to a $2.6 million equity interest in this equity investment and it was included in other assets on the accompanying consolidated balance sheets. The Company recorded immaterial amounts on its consolidated statements of operations representing its share of the investee’s loss for the three months ended March 31, 2021 and 2020. During the three months ended March 31, 2021 and 2020, there were no transfers of financial instruments between different categories of fair value. The following table presents the financial instruments that are not carried at fair value but require fair value disclosure as of March 31, 2021 and December 31, 2020: As of March 31, 2021 As of December 31, 2020 (In thousands) Face Value Carrying Value Fair Value Face Value Carrying Value Fair Value 1.375% Convertible Senior Notes due 2023 (the “2023 Notes”) $ 172,500 $ 157,905 $ 204,896 $ 172,500 $ 156,031 $ 194,709 The fair value of the convertible notes at each balance sheet date is determined based on recent quoted market prices for these notes which is a level 2 measurement. As discussed in Note 10, “Convertible Notes,” as of March 31, 2021, the convertible notes were carried at their face value of $172.5 million, less any unamortized debt discount and unamortized debt issuance costs. The carrying value of other financial instruments, including accounts receivable, accounts payable and other liabilities, approximated fair value due to their short maturities. |
Leases
Leases | 3 Months Ended |
Mar. 31, 2021 | |
Leases [Abstract] | |
Leases | LeasesThe Company leases office space, domestically and internationally, under operating leases. The Company’s leases have remaining lease terms generally between one year and ten years. Operating leases are included in operating lease right-of-use (“ROU”) assets, operating lease liabilities, and long-term operating lease liabilities on the Company’s unaudited condensed consolidated balance sheets. The Company does not have any finance leases. The table below reconciles the undiscounted cash flows for the first five years and total of the remaining years to the operating lease liabilities recorded on the unaudited condensed consolidated balance sheet as of March 31, 2021 (in thousands): Years ending December 31, Amount 2021 (remaining nine months) $ 6,505 2022 7,385 2023 4,572 2024 3,925 2025 4,043 Thereafter 21,325 Total minimum lease payments 47,755 Less: amount of lease payments representing interest (8,194) Present value of future minimum lease payments 39,561 Less: current obligations under leases (7,026) Long-term lease obligations $ 32,535 As of March 31, 2021, the weighted-average remaining lease term for the Company’s operating leases was 8.1 years and the weighted-average discount rate used to determine the present value of the Company’s operating leases was 4.3%. Operating lease costs included in research and development and selling, general and administrative costs on the condensed consolidated statements of operations were $1.9 million and $2.9 million for the three months ended March 31, 2021 and 2020, respectively. Cash paid for amounts included in the measurement of operating lease liabilities were $2.1 million and $2.3 million for the three months ended March 31, 2021 and 2020, respectively. |
Convertible Notes
Convertible Notes | 3 Months Ended |
Mar. 31, 2021 | |
Debt Disclosure [Abstract] | |
Convertible Notes | Convertible Notes The Company’s convertible notes are shown in the following table: As of (In thousands) March 31, 2021 December 31, 2020 2023 Notes $ 172,500 $ 172,500 Unamortized discount — 2023 Notes (13,671) (15,420) Unamortized debt issuance costs — 2023 Notes (924) (1,049) Total convertible notes 157,905 156,031 Less current portion — — Total long-term convertible notes $ 157,905 $ 156,031 Interest expense related to the notes for the three months ended March 31, 2021 and 2020 was as follows: Three Months Ended March 31, (In thousands) 2021 2020 2023 Notes coupon interest at a rate of 1.375% $ 593 $ 593 2023 Notes amortization of discount and debt issuance cost at an additional effective interest rate of 4.9% 1,874 1,773 Total interest expense on convertible notes $ 2,467 $ 2,366 |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies As of March 31, 2021, the Company’s material contractual obligations were as follows: (In thousands) Total Remainder of 2021 2022 2023 2024 2025 Contractual obligations (1) (2) Software licenses (3) $ 15,820 $ 9,391 $ 6,429 $ — $ — $ — Acquisition retention bonuses (4) 6,370 3,370 3,000 — — — Convertible notes 172,500 — — 172,500 — — Interest payments related to convertible notes 4,750 1,186 2,372 1,192 — — Total $ 199,440 $ 13,947 $ 11,801 $ 173,692 $ — $ — _________________________________________ (1) The above table does not reflect possible payments in connection with unrecognized tax benefits of approximately $27.1 million including $23.8 million recorded as a reduction of long-term deferred tax assets and $3.3 million in long-term income taxes payable as of March 31, 2021. As noted below in Note 14, “Income Taxes,” although it is possible that some of the unrecognized tax benefits could be settled within the next 12 months, the Company cannot reasonably estimate the outcome at this time. (2) For the Company’s lease commitments as of March 31, 2021, refer to Note 9, “Leases.” (3) The Company has commitments with various software vendors for agreements generally having terms longer than one year. (4) In connection with the acquisition of Northwest Logic in the third quarter of 2019 and the Secure Silicon IP and Protocols business in the fourth quarter of 2019, the Company is obligated to pay retention bonuses to certain employees subject to certain eligibility and acceleration provisions including the condition of employment. Indemnifications From time to time, the Company indemnifies certain customers as a necessary means of doing business. Indemnification covers customers for losses suffered or incurred by them as a result of any patent, copyright, or other intellectual property infringement or any other claim by any third party arising as result of the applicable agreement with the Company. The Company generally attempts to limit the maximum amount of indemnification that the Company could be required to make under these agreements to the amount of fees received by the Company, however, this is not always possible. The fair value of the liability as of March 31, 2021 and December 31, 2020 was not material. |
Equity Incentive Plans and Stoc
Equity Incentive Plans and Stock-Based Compensation | 3 Months Ended |
Mar. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Equity Incentive Plans and Stock-Based Compensation | Equity Incentive Plans and Stock-Based Compensation A summary of shares available for grant under the Company’s plans is as follows: Shares Available for Grant Total shares available for grant as of December 31, 2020 12,412,320 Stock options forfeited 45,644 Nonvested equity stock and stock units granted (1) (2) (3,156,609) Nonvested equity stock and stock units forfeited (1) 934,842 Total shares available for grant as of March 31, 2021 10,236,197 _________________________________________ (1) For purposes of determining the number of shares available for grant under the 2015 Equity Incentive Plan (the “2015 Plan”) against the maximum number of shares authorized, each restricted stock granted reduces the number of shares available for grant by 1.5 shares and each restricted stock forfeited increases shares available for grant by 1.5 shares. (2) Amount includes approximately 0.4 million shares that have been reserved for potential future issuance related to certain performance unit awards granted in the first quarter of 2021 and discussed under the section titled “Nonvested Equity Stock and Stock Units” below. General Stock Option Information The following table summarizes stock option activity under the Company’s equity incentive plans for the three months ended March 31, 2021 and information regarding stock options outstanding, exercisable, and vested and expected to vest as of March 31, 2021. Options Outstanding (In thousands, except per share amounts and years) Number of Shares Weighted- Average Exercise Price Per Share Weighted- Average Remaining Contractual Term (years) Aggregate Intrinsic Value Outstanding as of December 31, 2020 964,211 $ 11.08 Options granted — $ — Options exercised (81,713) $ 11.17 Options forfeited (45,644) $ 15.03 Outstanding as of March 31, 2021 836,854 $ 10.86 4.6 $ 7,181 Vested or expected to vest at March 31, 2021 836,375 $ 10.86 4.6 $ 7,178 Options exercisable at March 31, 2021 732,117 $ 10.55 4.2 $ 6,507 Employee Stock Purchase Plan No purchases were made under the 2015 Employee Stock Purchase Plan (“2015 ESPP”) during the three months ended March 31, 2021 and 2020, respectively. As of March 31, 2021, approximately 3.2 million shares under the 2015 ESPP remained available for issuance. Stock-Based Compensation For the three months ended March 31, 2021 and 2020, the Company maintained stock plans covering a broad range of potential equity grants including stock options, nonvested equity stock and equity stock units and performance based instruments. In addition, the Company sponsors the 2015 ESPP, whereby eligible employees are entitled to purchase common stock semi-annually, by means of limited payroll deductions, at a 15% discount from the fair market value of the common stock as of specific dates. Stock Options There were no stock options granted during the three months ended March 31, 2021 and 2020, respectively. During the three months ended March 31, 2021 and 2020, the Company recorded stock-based compensation expense related to stock options of $0.1 million each in both periods. As of March 31, 2021, there was $0.9 million of total unrecognized compensation cost, net of expected forfeitures, related to non-vested stock-based compensation arrangements granted under the stock option plans. That cost is expected to be recognized over a weighted-average period of 1.7 years. Employee Stock Purchase Plan For the three months ended March 31, 2021 and 2020, the Company recorded compensation expense related to the 2015 ESPP of $0.5 million each in both periods. As of March 31, 2021, there was $0.2 million of total unrecognized compensation cost related to stock-based compensation arrangements granted under the 2015 ESPP. That cost is expected to be recognized over one month. Nonvested Equity Stock and Stock Units The Company grants nonvested equity stock units to officers, employees and directors. During the three months ended March 31, 2021, the Company granted nonvested equity stock units totaling approximately 1.9 million shares. During the three months ended March 31, 2020, the Company granted nonvested equity stock units totaling approximately 1.7 million shares. 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 months ended March 31, 2021, the nonvested equity stock units were valued at the date of grant giving them a fair value of approximately $38.5 million. For the three months ended March 31, 2020, the nonvested equity stock units were valued at the date of grant giving them a fair value of approximately $27.6 million. During the first quarters of 2021 and 2020, the Company granted performance unit awards to certain Company executive officers with vesting subject to the achievement of certain performance and/or market conditions. The ultimate number of performance units that can be earned can range from 0% to 200% of target depending on performance relative to target over the applicable period. The shares earned will vest on the third anniversary of the date of grant. The Company’s shares available for grant have been reduced to reflect the shares that could be earned at the maximum target. For the three months ended March 31, 2021, the Company recorded stock-based compensation expense of approximately $5.9 million related to all outstanding nonvested equity stock grants. For the three months ended March 31, 2020, the Company recorded stock-based compensation expense of approximately $5.4 million 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 $56.2 million at March 31, 2021. This amount is expected to be recognized over a weighted-average period of 2.6 years. The following table reflects the activity related to nonvested equity stock and stock units for the three months ended March 31, 2021: Nonvested Equity Stock and Stock Units Shares Weighted- Average Grant-Date Fair Value Nonvested at December 31, 2020 4,851,265 $ 12.82 Granted 1,856,124 $ 20.75 Vested (1,139,592) $ 12.46 Forfeited (438,579) $ 14.85 Nonvested at March 31, 2021 5,129,218 $ 15.59 |
Stockholders' Equity
Stockholders' Equity | 3 Months Ended |
Mar. 31, 2021 | |
Stockholders' Equity Note [Abstract] | |
Stockholders' Equity | Stockholders’ Equity Share Repurchase Programs On October 29, 2020, the Board approved a new share repurchase program authorizing the repurchase of up to an aggregate of 20.0 million shares (the “2020 Repurchase Program”). Share repurchases under the 2020 Repurchase Program may be made through the open market, established plans or privately negotiated transactions in accordance with all applicable securities laws, rules, and regulations. There is no expiration date applicable to the 2020 Repurchase Program. During the three months ended March 31, 2021, the Company did not repurchase any shares of its common stock under the 2020 Repurchase Program. On November 11, 2020, the Company entered into an accelerated share repurchase program with Deutsche Bank AG, London Branch as counterparty, through its agent Deutsche Bank Securities Inc. (“Deutsche Bank”) (the “2020 ASR Program”). The 2020 ASR Program was part of the share repurchase program previously authorized by the Company’s Board on October 29, 2020. Under the 2020 ASR Program, the Company pre-paid to Deutsche Bank the $50.0 million purchase price for its common stock and, in turn, the Company received an initial delivery of approximately 2.6 million shares of its common stock from Deutsche Bank in the fourth quarter of 2020, which were retired and recorded as a $40.0 million reduction to stockholders’ equity. The remaining $10.0 million of the initial payment was recorded as a reduction to stockholders’ equity as an unsettled forward contract indexed to the Company’s stock. The number of shares to be ultimately purchased by the Company will be determined based on the volume-weighted-average price of the common stock during the term of the transaction, minus an agreed upon discount between the parties. The 2020 ASR Program is expected to be completed within six months from the beginning of the program. During the three months ended March 31, 2021, the Company did not repurchase any shares of its common stock under the 2020 ASR Program. As of March 31, 2021, there remained an outstanding authorization to repurchase approximately 17.4 million shares of the Company’s outstanding common stock under the 2020 Repurchase Program. The Company records stock repurchases as a reduction to stockholders’ equity. The Company records a portion of the purchase price of the repurchased shares as an increase to accumulated deficit when the price of the shares repurchased exceeds the average original proceeds per share received from the issuance of common stock. |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes The Company recorded a provision for (benefit from) income taxes of $(0.5) million and $1.0 million for the three months ended March 31, 2021 and 2020, respectively. The benefit from income taxes for the three months ended March 31, 2021 was driven by a combination of the valuation allowance recorded on U.S. deferred tax assets, foreign withholding taxes, the statutory tax expense for the foreign jurisdictions for 2021 and indefinite-lived intangible tax amortization expense. The provision for income taxes for the three months ended March 31, 2020 was driven by a combination of the valuation allowance recorded on U.S. deferred tax assets, foreign withholding taxes, the projected annual effective tax rate for the foreign jurisdictions for 2020 and indefinite-lived intangible tax amortization expense. During the three months ended March 31, 2021 and 2020, the Company paid withholding taxes of $5.4 million and $4.4 million, respectively. The Company periodically evaluates the realizability of its net deferred tax assets based on all available evidence, both positive and negative. During the third quarter of 2018, the Company assessed the changes in its underlying facts and circumstances and evaluated the realizability of its existing deferred tax assets based on all available evidence, both positive and negative, and the weight accorded to each, and concluded a full valuation allowance associated with U.S. federal and California deferred tax assets was appropriate. The Company continues to maintain a full valuation allowance against its U.S. federal deferred tax assets. During 2020, as a result of the enactment of California A.B. 85 and the temporary suspension of California net operating loss utilization for tax years 2020 through 2022, the Company released $0.7 million of the valuation allowance on its deferred tax asset for California research and development tax credits. The Company continues to maintain a full valuation allowance on the remainder of its California deferred tax assets as it does not expect to be able to fully utilize them. The Company has U.S. federal deferred tax assets related to research and development credits, foreign tax credits and other tax attributes that can be used to offset U.S. federal taxable income in future periods. These credit carryforwards will expire if they are not used within certain time periods. It is possible that some or all of these attributes could ultimately expire unused. The Company maintains liabilities for uncertain tax positions within its long-term income taxes payable accounts and as a reduction to existing deferred tax assets to the extent tax attributes are available to offset such liabilities. These liabilities involve judgment and estimation and are monitored by management based on the best information available including changes in tax regulations, the outcome of relevant court cases and other information. As of March 31, 2021, the Company had approximately $140.1 million of unrecognized tax benefits, including $23.8 million recorded as a reduction of long-term deferred tax assets, $113.0 million recorded as a reduction of other assets associated with refundable withholding taxes previously withheld from licensees in South Korea (Korea), and $3.3 million recorded in long-term income taxes payable. If recognized, $3.3 million would be recorded as an income tax benefit. As a result of recent court rulings in Korea, the Company has determined that they may be entitled to refund claims for foreign taxes previously withheld from licensees in Korea. The Company recognizes that there are numerous risks and uncertainties associated with the ultimate collection of this refund, and has therefore maintained an offsetting reserve for the entire amount of refundable withholding taxes previously withheld in Korea. As of December 31, 2020, the Company had $134.0 million of unrecognized tax benefits, including $23.6 million recorded as a reduction of long-term deferred tax assets, $109 million recorded as a reduction of other assets associated with refundable withholding taxes previously withheld from licensees in South Korea, and $1.9 million recorded in long-term income taxes payable. Although it is possible that some of the unrecognized tax benefits could be settled within the next 12 months, the Company cannot reasonably estimate the outcome at this time. The Company recognizes interest and penalties related to uncertain tax positions as a component of the income tax provision. At March 31, 2021 and December 31, 2020, an immaterial amount of interest and penalties is included in long-term income taxes payable. Rambus files income tax returns for the U.S., California, India, the U.K., the Netherlands and various other state and foreign jurisdictions. The U.S. federal returns are subject to examination from 2016 and forward. The California returns are subject to examination from 2010 and forward. In addition, any research and development credit carryforward or net operating loss carryforward generated in prior years and utilized in these or future years may also be subject to examination. The India returns are subject to examination from fiscal year ending March 2012 and forward. The Company is currently under examination by California for the 2010, 2011, 2016 and 2018 tax years, and by New York for the 2017 through 2019 tax years. The Company’s India subsidiary is under examination by the Indian tax administration for tax years beginning with 2011, except for 2014, which was assessed in the Company’s favor. These examinations may result in proposed adjustments to the income taxes as filed during these periods. Management regularly assesses the likelihood of outcomes resulting from income tax examinations to determine the adequacy of their provision for income taxes and believes their provision for unrecognized tax benefits is adequate. Additionally, the Company’s future effective tax rates could be adversely affected by earnings being higher than anticipated in countries where the Company has higher statutory rates or lower than anticipated in countries where it has lower statutory rates, by changes in valuation of its deferred tax assets and liabilities or by changes in tax laws or interpretations of those laws. |
Litigation and Asserted Claims
Litigation and Asserted Claims | 3 Months Ended |
Mar. 31, 2021 | |
Disclosure Text Block Supplement [Abstract] | |
Litigation and Asserted Claims | Litigation and Asserted Claims Rambus is not currently a party to any material pending legal proceeding; however, from time to time, Rambus may become involved in legal proceedings or be subject to claims arising in the ordinary course of its business. Although the results of litigation and claims cannot be predicted with certainty, the Company currently believes that the final outcome of these ordinary course matters will not have a material adverse effect on our business, operating results, financial position or cash flows. Regardless of the outcome, litigation can have an adverse impact on the Company because of defense and settlement costs, diversion of management attention and resources and other factors. The Company records a contingent liability when it is probable that a loss has been incurred and the amount is reasonably estimable in accordance with accounting for contingencies. |
Restructuring Charges
Restructuring Charges | 3 Months Ended |
Mar. 31, 2021 | |
Restructuring and Related Activities [Abstract] | |
Restructuring Charges | Restructuring Charges 2020 Restructuring Plan In November 2020, the Company initiated a restructuring plan to reduce overall expenses which is expected to improve future profitability by reducing spending on research and development efforts and sales, general and administrative programs (the “2020 Restructuring Plan”). In connection with this restructuring plan, the Company initiated a plan of termination resulting in a reduction of approximately 70 employees. During the three months ended March 31, 2021, the Company recorded additional charges of approximately $0.4 million related primarily to the reduction in workforce. As of March 31, 2021, the Company’s accrued restructuring balance was approximately $0.1 million. The 2020 Restructuring Plan is expected to be substantially completed in the second quarter of 2021. 2019 Restructuring Plan In June 2019, the Company initiated a restructuring plan to reduce overall expenses to improve future profitability by reducing spending on research and development efforts and sales, general and administrative programs (the “2019 Restructuring Plan”). In connection with the 2019 Restructuring Plan, the Company initiated a plan of termination resulting in a reduction of approximately 80 employees. During 2020, the Company recorded a charge of approximately $0.8 million related to the reduction in workforce. The 2019 Plan was substantially completed in the second quarter of 2020. |
Restatement of Consolidated F_2
Restatement of Consolidated Financial Statements (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Accounting Changes and Error Corrections [Abstract] | |
Schedule of Error Corrections and Prior Period Adjustments | The restatement tables below present a reconciliation from the previously reported amounts to the restated amounts (in thousands, except shares and per share amounts). The amounts originally reported were derived from the Company’s Quarterly Report on Form 10-Q for the interim period ended March 31, 2020. Certain line items in the quarterly financial data below were excluded because they were not impacted by the restatement. For the Three Months Ended As Originally Reported Adjustments As Restated Condensed Consolidated Statement of Operations Revenue: Royalties $ 19,694 $ 1,788 $ 21,482 Total revenue 63,989 1,788 65,777 Gross profit 48,104 1,788 49,892 Operating expenses: Sales, general and administrative 22,895 411 23,306 Total operating expenses 58,943 411 59,354 Operating income (loss) (10,839) 1,377 (9,462) Interest income and other income (expense), net 6,374 69 6,443 Interest and other income (expense), net 3,819 69 3,888 Income (loss) before income taxes (7,020) 1,446 (5,574) Provision for income taxes 963 2 965 Net income (loss) (7,983) 1,444 (6,539) Net income (loss) per share: Basic $ (0.07) $ 0.01 $ (0.06) Diluted $ (0.07) $ 0.01 $ (0.06) For the Three Months Ended As Originally Reported Adjustments As Restated Condensed Consolidated Statement of Comprehensive Loss Net income (loss) $ (7,983) $ 1,444 $ (6,539) Total comprehensive income (loss) (8,079) 1,444 (6,635) For the Three Months Ended As Originally Reported Adjustments As Restated Condensed Consolidated Statement of Stockholders’ Equity Net loss attributable to: Accumulated deficit $ (298,227) $ 5,899 $ (292,328) Total stockholders’ equity 965,698 5,899 971,597 For the Three Months Ended As Originally Reported Adjustments As Restated Condensed Consolidated Statement of Cash Flows Cash flows from operating activities: Net loss $ (7,983) $ 1,444 $ (6,539) Adjustments to reconcile net loss to net cash provided by operating activities: Depreciation 7,300 411 7,711 Change in operating assets and liabilities, net of effects of acquisitions: Unbilled receivables 41,321 (1,856) 39,465 Prepaid expenses and other assets 1,854 1 1,855 Net cash provided by operating activities 37,258 — 37,258 |
Revenue Recognition (Tables)
Revenue Recognition (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Contract balances | The Company’s contract balances were as follows: As of (In thousands) March 31, 2021 December 31, 2020 Unbilled receivables $ 344,745 $ 375,512 Deferred revenue 13,685 10,461 |
Earnings (Loss) Per Share (Tabl
Earnings (Loss) Per Share (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Earnings Per Share [Abstract] | |
Computation of basic and diluted net income (loss) per share | The following table sets forth the computation of basic and diluted net income (loss) per share: Three Months Ended March 31, (In thousands, except per share amounts) 2021 2020 (As Restated) Net loss per share: Numerator: Net loss $ (2,613) $ (6,539) Denominator: Weighted-average shares outstanding - basic 112,211 112,907 Effect of potential dilutive common shares — — Weighted-average shares outstanding - diluted 112,211 112,907 Basic net loss per share $ (0.02) $ (0.06) Diluted net loss per share $ (0.02) $ (0.06) |
Intangible Assets and Goodwill
Intangible Assets and Goodwill (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of changes in carrying amount of goodwill | The following tables present goodwill information for the three months ended March 31, 2021: (In thousands) As of December 31, 2020 Adjustment to Goodwill As of March 31, 2021 Total goodwill $ 183,222 $ — $ 183,222 As of March 31, 2021 (In thousands) Gross Carrying Amount Accumulated Impairment Losses Net Carrying Amount Total goodwill $ 204,992 $ (21,770) $ 183,222 |
Components of intangible assets | The components of the Company’s intangible assets as of March 31, 2021 and December 31, 2020 were as follows: As of March 31, 2021 (In thousands) Useful Life Gross Carrying Amount Accumulated Amortization Net Carrying Amount Existing technology 3 to 10 years $ 263,789 $ (235,385) $ 28,404 Customer contracts and contractual relationships 0.5 to 10 years 36,293 (34,425) 1,868 Non-compete agreements and trademarks 3 years 300 (300) — In-process research and development Not applicable 1,600 — 1,600 Total intangible assets $ 301,982 $ (270,110) $ 31,872 As of December 31, 2020 (In thousands) Useful Life Gross Carrying Amount Accumulated Amortization Net Carrying Amount Existing technology 3 to 10 years $ 263,789 $ (230,950) $ 32,839 Customer contracts and contractual relationships 0.5 to 10 years 36,293 (34,245) 2,048 Non-compete agreements and trademarks 3 years 300 (300) — In-process research and development Not applicable 1,600 — 1,600 Total intangible assets $ 301,982 $ (265,495) $ 36,487 |
Estimated future amortization of intangible assets | The estimated future amortization of intangible assets as of March 31, 2021 was as follows (in thousands): Years Ending December 31: Amount 2021 (remaining nine months) $ 9,996 2022 7,644 2023 6,940 2024 5,492 2025 200 Thereafter — Total amortizable purchased intangible assets 30,272 In-process research and development 1,600 Total intangible assets $ 31,872 |
Segment Information (Tables)
Segment Information (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Concentration risk | |
Revenue from external customer by geographic regions | Revenue from customers in the geographic regions based on the location of contracting parties was as follows: Three Months Ended March 31, (In thousands) 2021 2020 (As Restated) USA $ 46,151 $ 34,788 Taiwan 8,843 7,064 South Korea 388 1,820 Japan 4,588 4,631 Europe 446 738 Canada 54 512 Singapore 6,338 7,630 Asia-Other 3,574 8,594 Total $ 70,382 $ 65,777 |
Accounts receivable | |
Concentration risk | |
Schedule of customer accounts representing 10% or more than 10% of total | Accounts receivable from the Company’s major customers representing 10% or more of total accounts receivable at March 31, 2021 and December 31, 2020, respectively, was as follows: As of Customer March 31, 2021 December 31, 2020 Customer 1 14 % 13 % Customer 2 14 % * Customer 3 11 % 14 % Customer 4 * 11 % _________________________________________ * Customer accounted for less than 10% of total accounts receivable in the period. |
Revenue | |
Concentration risk | |
Schedule of customer accounts representing 10% or more than 10% of total | Revenue from the Company’s major customers representing 10% or more of total revenue for the three months ended March 31, 2021 and 2020, respectively, was as follows: Three Months Ended March 31, Customer 2021 2020 (As Restated) Customer A 23 % 12 % Customer B 14 % 14 % Customer C * 14 % _________________________________________ * Customer accounted for less than 10% of total revenue in the period. |
Marketable Securities (Tables)
Marketable Securities (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Debt Securities, Available-for-sale, Sale [Abstract] | |
Cash equivalents and marketable securities classified as available-for-sale | Total cash, cash equivalents and marketable securities are summarized as follows: As of March 31, 2021 (In thousands) Fair Value Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Weighted Rate of Return Money market funds $ 28,625 $ 28,625 $ — $ — 0.04 % U.S. Government bonds and notes 154,380 154,373 12 (5) 0.10 % Corporate notes, bonds and commercial paper 283,229 283,325 21 (117) 0.22 % Total cash equivalents and marketable securities 466,234 466,323 33 (122) Cash 62,894 62,894 — — Total cash, cash equivalents and marketable securities $ 529,128 $ 529,217 $ 33 $ (122) As of December 31, 2020 (In thousands) Fair Value Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Weighted Rate of Return Money market funds $ 18,162 $ 18,162 $ — $ — 0.01 % U.S. Government bonds and notes 169,633 169,670 3 (40) 0.12 % Corporate notes, bonds and commercial paper 253,391 253,412 61 (82) 0.20 % Total cash equivalents and marketable securities 441,186 441,244 64 (122) Cash 61,463 61,463 — — Total cash, cash equivalents and marketable securities $ 502,649 $ 502,707 $ 64 $ (122) |
Available-for-sale securities reported at fair value | Available-for-sale securities are reported at fair value on the balance sheets and classified along with cash as follows: As of (In thousands) March 31, 2021 December 31, 2020 Cash equivalents $ 46,660 $ 67,504 Short term marketable securities 419,574 373,682 Total cash equivalents and marketable securities 466,234 441,186 Cash 62,894 61,463 Total cash, cash equivalents and marketable securities $ 529,128 $ 502,649 |
Estimated fair value of cash equivalents and marketable securities classified by the length of time that the securities have been in a continuous unrealized loss position | The estimated fair value and gross unrealized losses of cash equivalents and marketable securities classified by the length of time that the securities have been in a continuous unrealized loss position at March 31, 2021 and December 31, 2020 are as follows: Fair Value Gross Unrealized Loss (In thousands) March 31, 2021 December 31, 2020 March 31, 2021 December 31, 2020 Less than 12 months U.S. Government bonds and notes $ 20,517 $ 70,548 $ (5) $ (40) Corporate notes, bonds and commercial paper 207,323 181,349 (117) (82) Total cash equivalents and marketable securities in a continuous unrealized loss position $ 227,840 $ 251,897 $ (122) $ (122) |
Contractual maturities of cash equivalents (excluding money market funds which have no maturity) and marketable securities | The contractual maturities of cash equivalents (excluding money market funds which have no maturity) and marketable securities are summarized as follows: (In thousands) March 31, 2021 Due less than one year $ 360,852 Due from one year through three years 76,757 Total $ 437,609 |
Fair Value of Financial Instr_2
Fair Value of Financial Instruments (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Summary of the valuation of cash equivalents and marketable securities by pricing levels | The following table presents the financial instruments that are carried at fair value and summarizes the valuation of its cash equivalents and marketable securities by the below pricing levels as of March 31, 2021 and December 31, 2020: As of March 31, 2021 (In thousands) Total Quoted Market Prices in Active Markets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Money market funds $ 28,625 $ 28,625 $ — $ — U.S. Government bonds and notes 154,380 — 154,380 — Corporate notes, bonds and commercial paper 283,229 — 283,229 — Total available-for-sale securities $ 466,234 $ 28,625 $ 437,609 $ — As of December 31, 2020 (In thousands) Total Quoted Market Prices in Active Markets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Money market funds $ 18,162 $ 18,162 $ — $ — U.S. Government bonds and notes 169,633 — 169,633 — Corporate notes, bonds and commercial paper 253,391 — 253,391 — Total available-for-sale securities $ 441,186 $ 18,162 $ 423,024 $ — |
Financial instruments not carried at fair value but requiring fair value disclosure | The following table presents the financial instruments that are not carried at fair value but require fair value disclosure as of March 31, 2021 and December 31, 2020: As of March 31, 2021 As of December 31, 2020 (In thousands) Face Value Carrying Value Fair Value Face Value Carrying Value Fair Value 1.375% Convertible Senior Notes due 2023 (the “2023 Notes”) $ 172,500 $ 157,905 $ 204,896 $ 172,500 $ 156,031 $ 194,709 |
Leases (Tables)
Leases (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Leases [Abstract] | |
Lessee, operating lease liability, maturities and undiscounted cash flows | The table below reconciles the undiscounted cash flows for the first five years and total of the remaining years to the operating lease liabilities recorded on the unaudited condensed consolidated balance sheet as of March 31, 2021 (in thousands): Years ending December 31, Amount 2021 (remaining nine months) $ 6,505 2022 7,385 2023 4,572 2024 3,925 2025 4,043 Thereafter 21,325 Total minimum lease payments 47,755 Less: amount of lease payments representing interest (8,194) Present value of future minimum lease payments 39,561 Less: current obligations under leases (7,026) Long-term lease obligations $ 32,535 |
Convertible Notes (Tables)
Convertible Notes (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Debt Disclosure [Abstract] | |
Schedule of convertible notes | The Company’s convertible notes are shown in the following table: As of (In thousands) March 31, 2021 December 31, 2020 2023 Notes $ 172,500 $ 172,500 Unamortized discount — 2023 Notes (13,671) (15,420) Unamortized debt issuance costs — 2023 Notes (924) (1,049) Total convertible notes 157,905 156,031 Less current portion — — Total long-term convertible notes $ 157,905 $ 156,031 |
Schedule of interest expense on notes | Interest expense related to the notes for the three months ended March 31, 2021 and 2020 was as follows: Three Months Ended March 31, (In thousands) 2021 2020 2023 Notes coupon interest at a rate of 1.375% $ 593 $ 593 2023 Notes amortization of discount and debt issuance cost at an additional effective interest rate of 4.9% 1,874 1,773 Total interest expense on convertible notes $ 2,467 $ 2,366 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of material contractual obligations | As of March 31, 2021, the Company’s material contractual obligations were as follows: (In thousands) Total Remainder of 2021 2022 2023 2024 2025 Contractual obligations (1) (2) Software licenses (3) $ 15,820 $ 9,391 $ 6,429 $ — $ — $ — Acquisition retention bonuses (4) 6,370 3,370 3,000 — — — Convertible notes 172,500 — — 172,500 — — Interest payments related to convertible notes 4,750 1,186 2,372 1,192 — — Total $ 199,440 $ 13,947 $ 11,801 $ 173,692 $ — $ — _________________________________________ (1) The above table does not reflect possible payments in connection with unrecognized tax benefits of approximately $27.1 million including $23.8 million recorded as a reduction of long-term deferred tax assets and $3.3 million in long-term income taxes payable as of March 31, 2021. As noted below in Note 14, “Income Taxes,” although it is possible that some of the unrecognized tax benefits could be settled within the next 12 months, the Company cannot reasonably estimate the outcome at this time. (2) For the Company’s lease commitments as of March 31, 2021, refer to Note 9, “Leases.” (3) The Company has commitments with various software vendors for agreements generally having terms longer than one year. (4) In connection with the acquisition of Northwest Logic in the third quarter of 2019 and the Secure Silicon IP and Protocols business in the fourth quarter of 2019, 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) | 3 Months Ended |
Mar. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Schedule of shares available for grant | A summary of shares available for grant under the Company’s plans is as follows: Shares Available for Grant Total shares available for grant as of December 31, 2020 12,412,320 Stock options forfeited 45,644 Nonvested equity stock and stock units granted (1) (2) (3,156,609) Nonvested equity stock and stock units forfeited (1) 934,842 Total shares available for grant as of March 31, 2021 10,236,197 _________________________________________ (1) For purposes of determining the number of shares available for grant under the 2015 Equity Incentive Plan (the “2015 Plan”) against the maximum number of shares authorized, each restricted stock granted reduces the number of shares available for grant by 1.5 shares and each restricted stock forfeited increases shares available for grant by 1.5 shares. (2) Amount includes approximately 0.4 million shares that have been reserved for potential future issuance related to certain performance unit awards granted in the first quarter of 2021 and discussed under the section titled “Nonvested Equity Stock and Stock Units” below. |
Schedule of stock option activity | The following table summarizes stock option activity under the Company’s equity incentive plans for the three months ended March 31, 2021 and information regarding stock options outstanding, exercisable, and vested and expected to vest as of March 31, 2021. Options Outstanding (In thousands, except per share amounts and years) Number of Shares Weighted- Average Exercise Price Per Share Weighted- Average Remaining Contractual Term (years) Aggregate Intrinsic Value Outstanding as of December 31, 2020 964,211 $ 11.08 Options granted — $ — Options exercised (81,713) $ 11.17 Options forfeited (45,644) $ 15.03 Outstanding as of March 31, 2021 836,854 $ 10.86 4.6 $ 7,181 Vested or expected to vest at March 31, 2021 836,375 $ 10.86 4.6 $ 7,178 Options exercisable at March 31, 2021 732,117 $ 10.55 4.2 $ 6,507 |
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 three months ended March 31, 2021: Nonvested Equity Stock and Stock Units Shares Weighted- Average Grant-Date Fair Value Nonvested at December 31, 2020 4,851,265 $ 12.82 Granted 1,856,124 $ 20.75 Vested (1,139,592) $ 12.46 Forfeited (438,579) $ 14.85 Nonvested at March 31, 2021 5,129,218 $ 15.59 |
Restatement of Consolidated F_3
Restatement of Consolidated Financial Statements - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Error correction and prior-period adjustments | ||||
Revenue | $ 70,382 | $ 65,777 | ||
Fair value | 466,234 | $ 441,186 | ||
Cash and cash equivalents | 109,554 | 128,967 | ||
Marketable securities | 419,574 | 373,682 | ||
Net cash used in investing activities | (48,465) | 42,217 | (97,600) | |
Adjustments | ||||
Error correction and prior-period adjustments | ||||
Revenue | 1,788 | |||
Fair value | 7,200 | |||
Adjustments | Sunnyvale Facility, Second Amended | ||||
Error correction and prior-period adjustments | ||||
Asset retirement obligation | $ 1,000 | |||
As originally reported | ||||
Error correction and prior-period adjustments | ||||
Revenue | 63,989 | |||
Cash and cash equivalents | 136,100 | |||
Marketable securities | 366,500 | |||
Net cash used in investing activities | (90,400) | |||
Royalties | ||||
Error correction and prior-period adjustments | ||||
Revenue | $ 28,859 | 21,482 | ||
Royalties | Adjustments | ||||
Error correction and prior-period adjustments | ||||
Revenue | 1,788 | $ 3,600 | $ 3,600 | |
Royalties | As originally reported | ||||
Error correction and prior-period adjustments | ||||
Revenue | $ 19,694 |
Restatement of Consolidated F_4
Restatement of Consolidated Financial Statements - Consolidated Statement of Operations (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Revenue | ||||
Revenue | $ 70,382 | $ 65,777 | ||
Gross profit | 53,030 | 49,892 | ||
Operating expenses | ||||
Sales, general and administrative | 23,562 | 23,306 | ||
Total operating expenses | 56,513 | 59,354 | ||
Operating loss | (3,483) | (9,462) | ||
Interest income and other income (expense), net | 6,443 | |||
Interest and other income (expense), net | 367 | 3,888 | ||
Loss before income taxes | (5,574) | |||
Provision for (benefit from) income taxes | (503) | 965 | ||
Net loss | (2,613) | $ (6,539) | ||
Net loss per share: | ||||
Basic (in dollars per share) | $ (0.06) | |||
Diluted (in dollars per share) | $ (0.06) | |||
As originally reported | ||||
Revenue | ||||
Revenue | $ 63,989 | |||
Gross profit | 48,104 | |||
Operating expenses | ||||
Sales, general and administrative | 22,895 | |||
Total operating expenses | 58,943 | |||
Operating loss | (10,839) | |||
Interest income and other income (expense), net | 6,374 | |||
Interest and other income (expense), net | 3,819 | |||
Loss before income taxes | (7,020) | |||
Provision for (benefit from) income taxes | 963 | |||
Net loss | $ (7,983) | |||
Net loss per share: | ||||
Basic (in dollars per share) | $ (0.07) | |||
Diluted (in dollars per share) | $ (0.07) | |||
Adjustments | ||||
Revenue | ||||
Revenue | $ 1,788 | |||
Gross profit | 1,788 | |||
Operating expenses | ||||
Sales, general and administrative | 411 | |||
Total operating expenses | 411 | |||
Operating loss | 1,377 | |||
Interest income and other income (expense), net | 69 | |||
Interest and other income (expense), net | 69 | |||
Loss before income taxes | 1,446 | |||
Provision for (benefit from) income taxes | 2 | |||
Net loss | $ 1,444 | |||
Net loss per share: | ||||
Basic (in dollars per share) | $ 0.01 | |||
Diluted (in dollars per share) | $ 0.01 | |||
Royalties | ||||
Revenue | ||||
Revenue | $ 28,859 | $ 21,482 | ||
Royalties | As originally reported | ||||
Revenue | ||||
Revenue | 19,694 | |||
Royalties | Adjustments | ||||
Revenue | ||||
Revenue | $ 1,788 | $ 3,600 | $ 3,600 |
Restatement of Consolidated F_5
Restatement of Consolidated Financial Statements - Consolidated Statement of Comprehensive Loss (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Error correction and prior-period adjustments | ||
Net income (loss) | $ (2,613) | $ (6,539) |
Total comprehensive loss | $ (2,665) | (6,635) |
As originally reported | ||
Error correction and prior-period adjustments | ||
Net income (loss) | (7,983) | |
Total comprehensive loss | (8,079) | |
Adjustments | ||
Error correction and prior-period adjustments | ||
Net income (loss) | 1,444 | |
Total comprehensive loss | $ 1,444 |
Restatement of Consolidated F_6
Restatement of Consolidated Financial Statements - Consolidated Statement of Stockholders' Equity (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 | Mar. 31, 2020 | Dec. 31, 2019 |
Error correction and prior-period adjustments | ||||
Total stockholders’ equity | $ 909,406 | $ 912,706 | $ 971,597 | $ 975,373 |
As originally reported | ||||
Error correction and prior-period adjustments | ||||
Total stockholders’ equity | 965,698 | |||
Adjustments | ||||
Error correction and prior-period adjustments | ||||
Total stockholders’ equity | 5,899 | |||
Accumulated deficit | ||||
Error correction and prior-period adjustments | ||||
Total stockholders’ equity | $ (360,364) | $ (357,751) | (292,328) | $ (285,789) |
Accumulated deficit | As originally reported | ||||
Error correction and prior-period adjustments | ||||
Total stockholders’ equity | (298,227) | |||
Accumulated deficit | Adjustments | ||||
Error correction and prior-period adjustments | ||||
Total stockholders’ equity | $ 5,899 |
Restatement of Consolidated F_7
Restatement of Consolidated Financial Statements - Consolidated Statement of Cash Flows Adjustments (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Cash flows from operating activities: | ||
Net loss | $ (2,613) | $ (6,539) |
Adjustments to reconcile net loss to net cash provided by operating activities: | ||
Depreciation expense and amortization of operating leases' right of use assets | 7,711 | |
Change in operating assets and liabilities, net of impact of acquisitions: | ||
Unbilled receivables | 39,465 | |
Prepaid expenses and other assets | 3,589 | 1,855 |
Net cash provided by operating activities | $ 39,458 | 37,258 |
As originally reported | ||
Cash flows from operating activities: | ||
Net loss | (7,983) | |
Adjustments to reconcile net loss to net cash provided by operating activities: | ||
Depreciation expense and amortization of operating leases' right of use assets | 7,300 | |
Change in operating assets and liabilities, net of impact of acquisitions: | ||
Unbilled receivables | 41,321 | |
Prepaid expenses and other assets | 1,854 | |
Net cash provided by operating activities | 37,258 | |
Adjustments | ||
Cash flows from operating activities: | ||
Net loss | 1,444 | |
Adjustments to reconcile net loss to net cash provided by operating activities: | ||
Depreciation expense and amortization of operating leases' right of use assets | 411 | |
Change in operating assets and liabilities, net of impact of acquisitions: | ||
Unbilled receivables | (1,856) | |
Prepaid expenses and other assets | 1 | |
Net cash provided by operating activities | $ 0 |
Revenue Recognition (Details)
Revenue Recognition (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Revenue from Contract with Customer [Abstract] | ||
Unbilled receivables | $ 344,745 | $ 375,512 |
Deferred revenue | $ 13,685 | $ 10,461 |
Revenue Recognition (Details 2)
Revenue Recognition (Details 2) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Revenue from Contract with Customer [Abstract] | ||
Contract balances, revenue recognized | $ 4.6 | $ 6.1 |
Revenue Recognition (Details 3)
Revenue Recognition (Details 3) $ in Millions | Mar. 31, 2021USD ($) |
Revenue from Contract with Customer [Abstract] | |
Remaining performance obligations | $ 21.8 |
Remaining performance obligation, expected timing of satisfaction, start date: 2021-04-01 | |
Remaining performance obligation, expected timing of satisfaction | |
Remaining performance obligations, expected timing of satisfaction period | 2 years |
Earnings (Loss) Per Share (Deta
Earnings (Loss) Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Numerator: | ||
Net loss | $ (2,613) | $ (6,539) |
Denominator: | ||
Weighted-average common shares outstanding, basic (in shares) | 112,211 | 112,907 |
Effect of potential dilutive common shares | 0 | 0 |
Weighted-average common shares outstanding, diluted (in shares) | 112,211 | 112,907 |
Earnings per share, basic | $ (0.02) | $ (0.06) |
Earnings per share, diluted | $ (0.02) | $ (0.06) |
Earnings (Loss) Per Share (De_2
Earnings (Loss) Per Share (Details 2) - $ / shares shares in Millions | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Anti-dilutive shares excluded from calculation of earnings per share | ||
Anti-dilutive shares excluded from calculation of earnings per share | 3.4 | 2.3 |
Senior, One Point Three Seven Five Percent Convertible Notes Due Two Thousand Twenty Three [Member] | Convertible senior notes | ||
Dilutive potential shares excluded from calculation of earnings per share due to the loss position | ||
Debt Instrument, Convertible, Conversion Price | $ 18.93 | |
Options | ||
Anti-dilutive shares excluded from calculation of earnings per share | ||
Anti-dilutive shares excluded from calculation of earnings per share | 0.4 | |
Convertible Debt Securities | ||
Anti-dilutive shares excluded from calculation of earnings per share | ||
Anti-dilutive shares excluded from calculation of earnings per share | 0.5 | |
Dilutive potential shares excluded from calculation of earnings per share due to the loss position | ||
Potential Incremental Common Shares Attributable To Dilutive Effect Of Conversion Of Debt Securities | 9.1 |
Intangible Assets and Goodwil_2
Intangible Assets and Goodwill (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2021USD ($) | |
Goodwill | |
Beginning balance | $ 183,222 |
Adjustment to goodwill | 0 |
Ending balance | $ 183,222 |
Intangible Assets and Goodwil_3
Intangible Assets and Goodwill (Details 2) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Goodwill | ||
Gross carrying amount | $ 204,992 | |
Accumulated impairment losses | (21,770) | |
Net carrying amount | $ 183,222 | $ 183,222 |
Intangible Assets and Goodwil_4
Intangible Assets and Goodwill (Details 3) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Components of intangible assets | ||
Intangible assets, gross | $ 301,982 | $ 301,982 |
Accumulated amortization | (270,110) | (265,495) |
Finite-lived intangible assets | 30,272 | |
In-process research and development | 1,600 | |
Intangible assets, net | 31,872 | 36,487 |
In-process research and development | ||
Components of intangible assets | ||
In-process research and development | 1,600 | 1,600 |
Existing technology | ||
Components of intangible assets | ||
Gross carrying amount | 263,789 | 263,789 |
Accumulated amortization | (235,385) | (230,950) |
Finite-lived intangible assets | $ 28,404 | $ 32,839 |
Existing technology | Minimum | ||
Components of intangible assets | ||
Useful life (in years) | 3 years | 3 years |
Existing technology | Maximum | ||
Components of intangible assets | ||
Useful life (in years) | 10 years | 10 years |
Customer contracts and contractual relationships | ||
Components of intangible assets | ||
Gross carrying amount | $ 36,293 | $ 36,293 |
Accumulated amortization | (34,425) | (34,245) |
Finite-lived intangible assets | $ 1,868 | $ 2,048 |
Customer contracts and contractual relationships | Minimum | ||
Components of intangible assets | ||
Useful life (in years) | 6 months | 6 months |
Customer contracts and contractual relationships | Maximum | ||
Components of intangible assets | ||
Useful life (in years) | 10 years | 10 years |
Non-compete agreements and trademarks | ||
Components of intangible assets | ||
Gross carrying amount | $ 300 | $ 300 |
Accumulated amortization | (300) | (300) |
Finite-lived intangible assets | $ 0 | $ 0 |
Useful life (in years) | 3 years | 3 years |
Intangible Assets and Goodwil_5
Intangible Assets and Goodwill (Details 4) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Amortization of intangible assets | $ 4,615 | $ 4,692 |
Intangible Assets and Goodwil_6
Intangible Assets and Goodwill (Details 5) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Estimated future amortization expense of intangible assets | ||
2021 (remaining nine months) | $ 9,996 | |
2022 | 7,644 | |
2023 | 6,940 | |
2024 | 5,492 | |
2025 | 200 | |
Thereafter | 0 | |
Finite-lived intangible assets | 30,272 | |
In-process research and development | 1,600 | |
Intangible assets, net | $ 31,872 | $ 36,487 |
Segment Information (Details)
Segment Information (Details) - Customer concentration risk - Accounts receivable | Mar. 31, 2021 | Dec. 31, 2020 |
Customer 1 | ||
Concentration risk | ||
Accounts receivable from major customer as a percentage of total accounts receivable | 14.00% | 13.00% |
Customer 2 | ||
Concentration risk | ||
Accounts receivable from major customer as a percentage of total accounts receivable | 14.00% | |
Customer 3 | ||
Concentration risk | ||
Accounts receivable from major customer as a percentage of total accounts receivable | 11.00% | 14.00% |
Customer 4 | ||
Concentration risk | ||
Accounts receivable from major customer as a percentage of total accounts receivable | 11.00% |
Segment Information (Details 2)
Segment Information (Details 2) - Customer concentration risk - Revenue | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Customer A | ||
Concentration risk | ||
Revenue from major customer as a percentage of total revenue | 23.00% | 12.00% |
Customer B | ||
Concentration risk | ||
Revenue from major customer as a percentage of total revenue | 14.00% | 14.00% |
Customer C | ||
Concentration risk | ||
Revenue from major customer as a percentage of total revenue | 14.00% |
Segment Information (Details 3)
Segment Information (Details 3) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Major customer disclosure | ||
Revenue | $ 70,382 | $ 65,777 |
USA | ||
Major customer disclosure | ||
Revenue | 46,151 | 34,788 |
Taiwan | ||
Major customer disclosure | ||
Revenue | 8,843 | 7,064 |
South Korea | ||
Major customer disclosure | ||
Revenue | 388 | 1,820 |
Japan | ||
Major customer disclosure | ||
Revenue | 4,588 | 4,631 |
Europe | ||
Major customer disclosure | ||
Revenue | 446 | 738 |
Canada | ||
Major customer disclosure | ||
Revenue | 54 | 512 |
Singapore | ||
Major customer disclosure | ||
Revenue | 6,338 | 7,630 |
Asia-Other | ||
Major customer disclosure | ||
Revenue | $ 3,574 | $ 8,594 |
Marketable Securities (Details)
Marketable Securities (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Dec. 31, 2020 | |
Cash equivalents and marketable securities | ||
Maximum maturity period of available-for-sale securities (in years) | 3 years | |
Fair value | $ 466,234 | $ 441,186 |
Amortized cost | 466,323 | 441,244 |
Gross unrealized gains | 33 | 64 |
Gross unrealized losses | (122) | (122) |
Cash, cash equivalents and marketable securities | ||
Cash, fair value | 62,894 | 61,463 |
Cash, amortized cost | 62,894 | 61,463 |
Fair value | 529,128 | 502,649 |
Amortized cost | 529,217 | 502,707 |
Gross unrealized gains | 33 | 64 |
Gross unrealized losses | (122) | (122) |
Money market funds | ||
Cash equivalents and marketable securities | ||
Fair value | 28,625 | 18,162 |
Amortized cost | 28,625 | 18,162 |
Gross unrealized gains | 0 | 0 |
Gross unrealized losses | $ 0 | $ 0 |
Weighted rate of return (as a percentage) | 0.04% | 0.01% |
US Government bonds and notes | ||
Cash equivalents and marketable securities | ||
Fair value | $ 154,380 | $ 169,633 |
Amortized cost | 154,373 | 169,670 |
Gross unrealized gains | 12 | 3 |
Gross unrealized losses | $ (5) | $ (40) |
Weighted rate of return (as a percentage) | 0.10% | 0.12% |
Corporate notes, bonds and commercial paper | ||
Cash equivalents and marketable securities | ||
Fair value | $ 283,229 | $ 253,391 |
Amortized cost | 283,325 | 253,412 |
Gross unrealized gains | 21 | 61 |
Gross unrealized losses | $ (117) | $ (82) |
Weighted rate of return (as a percentage) | 0.22% | 0.20% |
Marketable Securities (Details
Marketable Securities (Details 2) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Debt securities, available-for-sale | ||
Fair value | $ 466,234 | $ 441,186 |
Fair value, cash | 62,894 | 61,463 |
Fair value, cash, cash equivalents and marketable securities | 529,128 | 502,649 |
Cash equivalents | ||
Debt securities, available-for-sale | ||
Fair value | 46,660 | 67,504 |
Short-term marketable securities | ||
Debt securities, available-for-sale | ||
Fair value | $ 419,574 | $ 373,682 |
Marketable Securities (Detail_2
Marketable Securities (Details 3) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Debt securities, available-for-sale | ||
Less than 12 months, fair value | $ 227,840 | $ 251,897 |
Less than 12 months, gross unrealized loss | (122) | (122) |
US Government bonds and notes | ||
Debt securities, available-for-sale | ||
Less than 12 months, fair value | 20,517 | 70,548 |
Less than 12 months, gross unrealized loss | (5) | (40) |
Corporate notes, bonds and commercial paper | ||
Debt securities, available-for-sale | ||
Less than 12 months, fair value | 207,323 | 181,349 |
Less than 12 months, gross unrealized loss | $ (117) | $ (82) |
Marketable Securities (Detail_3
Marketable Securities (Details 4) $ in Thousands | Mar. 31, 2021USD ($) |
Contractual maturities | |
Contractual maturities, fair value, due less than one year | $ 360,852 |
Contractual maturities, fair value, due from one year through three years | 76,757 |
Contractual maturities, fair value | $ 437,609 |
Fair Value of Financial Instr_3
Fair Value of Financial Instruments (Details) - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 |
Financial assets subject to fair value measurements and the necessary disclosures | ||
Available-for-sale securities | $ 466,234,000 | $ 441,186,000 |
Equity method investment, ownership percentage | 25.00% | |
Equity method investment | $ 2,600,000 | |
Money market funds | ||
Financial assets subject to fair value measurements and the necessary disclosures | ||
Available-for-sale securities | 28,625,000 | 18,162,000 |
US Government bonds and notes | ||
Financial assets subject to fair value measurements and the necessary disclosures | ||
Available-for-sale securities | 154,380,000 | 169,633,000 |
Corporate notes, bonds and commercial paper | ||
Financial assets subject to fair value measurements and the necessary disclosures | ||
Available-for-sale securities | 283,229,000 | 253,391,000 |
Recurring basis | ||
Financial assets subject to fair value measurements and the necessary disclosures | ||
Available-for-sale securities | 466,234,000 | 441,186,000 |
Recurring basis | Money market funds | ||
Financial assets subject to fair value measurements and the necessary disclosures | ||
Available-for-sale securities | 28,625,000 | 18,162,000 |
Recurring basis | US Government bonds and notes | ||
Financial assets subject to fair value measurements and the necessary disclosures | ||
Available-for-sale securities | 154,380,000 | 169,633,000 |
Recurring basis | Corporate notes, bonds and commercial paper | ||
Financial assets subject to fair value measurements and the necessary disclosures | ||
Available-for-sale securities | 283,229,000 | 253,391,000 |
Recurring basis | Quoted market prices in active markets (Level 1) | ||
Financial assets subject to fair value measurements and the necessary disclosures | ||
Available-for-sale securities | 28,625,000 | 18,162,000 |
Recurring basis | Quoted market prices in active markets (Level 1) | Money market funds | ||
Financial assets subject to fair value measurements and the necessary disclosures | ||
Available-for-sale securities | 28,625,000 | 18,162,000 |
Recurring basis | Quoted market prices in active markets (Level 1) | US Government bonds and notes | ||
Financial assets subject to fair value measurements and the necessary disclosures | ||
Available-for-sale securities | 0 | 0 |
Recurring basis | Quoted market prices in active markets (Level 1) | Corporate notes, bonds and commercial paper | ||
Financial assets subject to fair value measurements and the necessary disclosures | ||
Available-for-sale securities | 0 | 0 |
Recurring basis | Significant other observable inputs (Level 2) | ||
Financial assets subject to fair value measurements and the necessary disclosures | ||
Available-for-sale securities | 437,609,000 | 423,024,000 |
Recurring basis | Significant other observable inputs (Level 2) | Money market funds | ||
Financial assets subject to fair value measurements and the necessary disclosures | ||
Available-for-sale securities | 0 | 0 |
Recurring basis | Significant other observable inputs (Level 2) | US Government bonds and notes | ||
Financial assets subject to fair value measurements and the necessary disclosures | ||
Available-for-sale securities | 154,380,000 | 169,633,000 |
Recurring basis | Significant other observable inputs (Level 2) | Corporate notes, bonds and commercial paper | ||
Financial assets subject to fair value measurements and the necessary disclosures | ||
Available-for-sale securities | 283,229,000 | 253,391,000 |
Recurring basis | Significant unobservable inputs (Level 3) | ||
Financial assets subject to fair value measurements and the necessary disclosures | ||
Available-for-sale securities | 0 | 0 |
Recurring basis | Significant unobservable inputs (Level 3) | Money market funds | ||
Financial assets subject to fair value measurements and the necessary disclosures | ||
Available-for-sale securities | 0 | 0 |
Recurring basis | Significant unobservable inputs (Level 3) | US Government bonds and notes | ||
Financial assets subject to fair value measurements and the necessary disclosures | ||
Available-for-sale securities | 0 | 0 |
Recurring basis | Significant unobservable inputs (Level 3) | Corporate notes, bonds and commercial paper | ||
Financial assets subject to fair value measurements and the necessary disclosures | ||
Available-for-sale securities | $ 0 | $ 0 |
Fair Value of Financial Instr_4
Fair Value of Financial Instruments (Details 2) - 1.375% Convertible senior notes due 2023 - Convertible senior notes - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Debt instrument | ||
Face value | $ 172,500 | $ 172,500 |
Carrying value | 157,905 | 156,031 |
Fair value | $ 204,896 | $ 194,709 |
Leases, Operating Lease Maturit
Leases, Operating Lease Maturities (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Leases [Abstract] | ||
2021 (remaining nine months) | $ 6,505 | |
2022 | 7,385 | |
2023 | 4,572 | |
2024 | 3,925 | |
2025 | 4,043 | |
Thereafter | 21,325 | |
Total minimum lease payments | 47,755 | |
Less: amount of lease payments representing interest | (8,194) | |
Present value of future minimum lease payments | 39,561 | |
Operating lease liabilities | 7,026 | $ 4,724 |
Long-term operating lease liabilities | $ 32,535 | $ 34,305 |
Leases, Additional Details (Det
Leases, Additional Details (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Lessee, lease, description | ||
Operating lease, weighted-average remaining lease term | 8 years 1 month 6 days | |
Operating lease, weighted-average discount rate (as a percentage) | 4.30% | |
Operating lease costs | $ 1.9 | $ 2.9 |
Operating lease payments | $ 2.1 | $ 2.3 |
Minimum | ||
Lessee, lease, description | ||
Lessee, operating lease, remaining lease term | 1 year | |
Maximum | ||
Lessee, lease, description | ||
Lessee, operating lease, remaining lease term | 10 years |
Convertible Notes (Details)
Convertible Notes (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Debt instrument | ||
Total long-term convertible notes | $ 157,905 | $ 156,031 |
1.375% Convertible senior notes due 2023 | Convertible senior notes | ||
Debt instrument | ||
Face value | 172,500 | 172,500 |
Unamortized discount | (13,671) | (15,420) |
Unamortized debt issuance costs | (924) | (1,049) |
Total convertible notes | 157,905 | 156,031 |
Less current portion | 0 | 0 |
Total long-term convertible notes | $ 157,905 | $ 156,031 |
Convertible Notes (Details 2)
Convertible Notes (Details 2) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Interest expense related to notes | ||
Amortization of discount and debt issuance costs | $ 1,874 | $ 1,773 |
Interest expense | 2,614 | 2,555 |
Convertible senior notes | 1.375% Convertible senior notes due 2023 | ||
Interest expense related to notes | ||
Coupon interest expense | 593 | 593 |
Amortization of discount and debt issuance costs | 1,874 | 1,773 |
Interest expense | $ 2,467 | $ 2,366 |
Convertible notes, stated interest rate (as a percentage) | 1.375% | 1.375% |
Effective interest rate of the liability component (as a percentage) | 4.90% | 4.90% |
Commitments and Contingencies_2
Commitments and Contingencies (Details) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021USD ($) | ||
Contractual obligations | ||
Remainder of 2021 | $ 13,947 | [1],[2] |
2022 | 11,801 | [1],[2] |
2023 | 173,692 | [1],[2] |
2024 | 0 | [1],[2] |
2025 | 0 | [1],[2] |
Total contractual obligation | 199,440 | [1],[2] |
Unrecognized tax benefit excluding foreign tax withholdings | 27,100 | |
Software licenses | ||
Contractual obligations | ||
Remainder of 2021 | 9,391 | [1],[2],[3] |
2022 | 6,429 | [1],[2],[3] |
2023 | 0 | [1],[2],[3] |
2024 | 0 | [1],[2],[3] |
2025 | 0 | [1],[2],[3] |
Total contractual obligation | $ 15,820 | [1],[2],[3] |
Terms of noncancellable license agreements, minimum (in years) | 1 year | |
Acquisition retention bonuses | ||
Contractual obligations | ||
Remainder of 2021 | $ 3,370 | [1],[2],[4] |
2022 | 3,000 | [1],[2],[4] |
2023 | 0 | [1],[2],[4] |
2024 | 0 | [1],[2],[4] |
2025 | 0 | [1],[2],[4] |
Total contractual obligation | 6,370 | [1],[2],[4] |
Convertible notes | ||
Contractual obligations | ||
Remainder of 2021 | 0 | [1],[2] |
2022 | 0 | [1],[2] |
2023 | 172,500 | [1],[2] |
2024 | 0 | [1],[2] |
2025 | 0 | [1],[2] |
Total contractual obligation | 172,500 | [1],[2] |
Interest payments related to convertible notes | ||
Contractual obligations | ||
Remainder of 2021 | 1,186 | [1],[2] |
2022 | 2,372 | [1],[2] |
2023 | 1,192 | [1],[2] |
2024 | 0 | [1],[2] |
2025 | 0 | [1],[2] |
Total contractual obligation | $ 4,750 | [1],[2] |
[1] | For the Company’s lease commitments as of March 31, 2021, refer to Note 9, “Leases.” | |
[2] | The above table does not reflect possible payments in connection with unrecognized tax benefits of approximately $27.1 million including $23.8 million recorded as a reduction of long-term deferred tax assets and $3.3 million in long-term income taxes payable as of March 31, 2021. As noted below in Note 14, “Income Taxes,” although it is possible that some of the unrecognized tax benefits could be settled within the next 12 months, the Company cannot reasonably estimate the outcome at this time. | |
[3] | The Company has commitments with various software vendors for agreements generally having terms longer than one year. | |
[4] | In connection with the acquisition of Northwest Logic in the third quarter of 2019 and the Secure Silicon IP and Protocols business in the fourth quarter of 2019, 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 | |
Mar. 31, 2021shares | ||
Stock compensation plan | ||
Shares available for grant | ||
Shares available, at the beginning of the year | 12,412,320 | |
Stock options forfeited (in shares) | 45,644 | |
Nonvested equity stock and stock units granted (in shares) | (3,156,609) | [1],[2] |
Nonvested equity stock and stock units forfeited (in shares) | 934,842 | [2] |
Shares available, at the end of the period | 10,236,197 | |
Conversion factor used to calculate the decrease in the number of shares available for grant resulting from the grant of restricted stock awards | 1.5 | |
Conversion factor used to calculate the increase in the number of shares available for grant resulting from the forfeiture of restricted stock awards | 1.5 | |
Potential additional performance stock units | ||
Shares available for grant | ||
Nonvested equity stock and stock units granted (in shares) | 400,000 | [1] |
[1] | Amount includes approximately 0.4 million shares that have been reserved for potential future issuance related to certain performance unit awards granted in the first quarter of 2021 and discussed under the section titled “Nonvested Equity Stock and Stock Units” below | |
[2] | For purposes of determining the number of shares available for grant under the 2015 Equity Incentive Plan (the “2015 Plan”) against the maximum number of shares authorized, each restricted stock granted reduces the number of shares available for grant by 1.5 shares and each restricted stock forfeited increases shares available for grant by 1.5 shares. |
Equity Incentive Plans and St_4
Equity Incentive Plans and Stock-Based Compensation (Details 2) - Options $ / shares in Units, $ in Thousands | 3 Months Ended |
Mar. 31, 2021USD ($)$ / sharesshares | |
Number of shares | |
Outstanding, at the beginning of the period | shares | 964,211 |
Options granted | shares | 0 |
Options exercised | shares | (81,713) |
Options forfeited | shares | (45,644) |
Outstanding, at the end of the period | shares | 836,854 |
Vested or expected to vest at the end of the period | shares | 836,375 |
Options exercisable at the end of the period | shares | 732,117 |
Weighted-average exercise price | |
Outstanding at the beginning of the period | $ / shares | $ 11.08 |
Options granted | $ / shares | 0 |
Options exercised | $ / shares | 11.17 |
Options forfeited | $ / shares | 15.03 |
Outstanding at the end of the period | $ / shares | 10.86 |
Vested or expected to vest at the end of the period | $ / shares | 10.86 |
Options exercisable at the end of the period | $ / shares | $ 10.55 |
Weighted-average remaining contractual term (in years) | |
Outstanding | 4 years 7 months 6 days |
Vested or expected to vest | 4 years 7 months 6 days |
Options exercisable | 4 years 2 months 12 days |
Aggregate intrinsic value | |
Outstanding | $ | $ 7,181 |
Vested or expected to vest | $ | 7,178 |
Options exercisable | $ | $ 6,507 |
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 | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Nonvested equity stock and stock units | ||
Nonvested at the beginning of the period (in shares) | 4,851,265 | |
Granted (in shares) | 1,856,124 | 1,700,000 |
Vested (in shares) | (1,139,592) | |
Forfeited (in shares) | (438,579) | |
Nonvested at the end of the period (in shares) | 5,129,218 | |
Weighted-average grant-date fair value | ||
Nonvested at the beginning of the period (in dollars per share) | $ 12.82 | |
Granted (in dollars per share) | 20.75 | |
Vested (in dollars per share) | 12.46 | |
Forfeited (in dollars per share) | 14.85 | |
Nonvested at the end of the period (in dollars per share) | $ 15.59 |
Equity Incentive Plans and St_6
Equity Incentive Plans and Stock-Based Compensation (Details Textual) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Employee stock purchase plan | ||
Stock-based compensation | ||
Shares available for issuance | 3,200,000 | |
Discount from market price specific date | 15.00% | |
Stock-based compensation expense | $ 0.5 | $ 0.5 |
Unrecognized compensation cost | $ 0.2 | |
Unrecognized compensation cost, weighted-average period | 1 month | |
Options | ||
Stock-based compensation | ||
Stock-based compensation expense | $ 0.1 | 0.1 |
Unrecognized compensation cost | $ 0.9 | |
Unrecognized compensation cost, weighted-average period | 1 year 8 months 12 days | |
Nonvested equity stock units and stock units | ||
Stock-based compensation | ||
Stock-based compensation expense | $ 5.9 | $ 5.4 |
Unrecognized compensation cost | $ 56.2 | |
Unrecognized compensation cost, weighted-average period | 2 years 7 months 6 days | |
Awards, nonvested grants in period, shares | 1,856,124 | 1,700,000 |
Awards, nonvested requisite service period | 4 years | |
Awards, nonvested grants in period, fair value | $ 38.5 | $ 27.6 |
Nonvested equity stock units and stock units | Director | ||
Stock-based compensation | ||
Awards, nonvested requisite service period | 1 year | |
Nonvested equity stock units and stock units | Minimum | ||
Stock-based compensation | ||
Awards, vesting rights (as a percentage) | 0.00% | |
Nonvested equity stock units and stock units | Maximum | ||
Stock-based compensation | ||
Awards, vesting rights (as a percentage) | 200.00% |
Stockholders' Equity (Details)
Stockholders' Equity (Details) - 2020 Share repurchase program - shares | Mar. 31, 2021 | Oct. 29, 2020 |
Class of stock | ||
Total number of shares authorized to be repurchased under the program | 20,000,000 | |
Remaining number of shares authorized to be repurchased | 17,400,000 |
Stockholders' Equity (Details 2
Stockholders' Equity (Details 2) shares in Millions, $ in Millions | 3 Months Ended |
Dec. 31, 2020USD ($)shares | |
Stockholders' Equity Note [Abstract] | |
Accelerated share repurchase program, upfront payment | $ 50 |
Repurchase and retirement of common stock under repurchase program | shares | (2.6) |
Repurchase and retirement of common stock under repurchase program | $ (40) |
Remaining initial payment, unsettled forward contract indexed to Company's stock | $ 10 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Income Tax Disclosure [Abstract] | ||
Provision for (benefit from) income taxes | $ (503) | $ 965 |
Income taxes paid | $ 5,400 | $ 4,400 |
Income Taxes (Details 2)
Income Taxes (Details 2) $ in Millions | 12 Months Ended |
Dec. 31, 2020USD ($) | |
Research and development tax credit carryforward | State and local tax authority | California Franchise Tax Board | |
Valuation allowance | |
Valuation allowance, deferred tax asset, increase (decrease) | $ (0.7) |
Income Taxes (Details 3)
Income Taxes (Details 3) - USD ($) $ in Millions | Mar. 31, 2021 | Dec. 31, 2020 |
Valuation allowance | ||
Unrecognized tax benefits | $ 140.1 | $ 134 |
Portion of unrecognized tax benefits, which if recognized, would be recorded as an income tax benefit | 3.3 | |
Long-term deferred tax assets | ||
Valuation allowance | ||
Unrecognized tax benefits | 23.8 | 23.6 |
Other assets | Foreign tax authority | National Tax Services | ||
Valuation allowance | ||
Unrecognized tax benefits | 113 | 109 |
Long-term income taxes payable | ||
Valuation allowance | ||
Unrecognized tax benefits | $ 3.3 | $ 1.9 |
Restructuring Charges (Details)
Restructuring Charges (Details) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2021USD ($) | Mar. 31, 2020USD ($) | Dec. 31, 2020USD ($) | Dec. 31, 2019 | |
Restructuring and related cost, positions eliminated | ||||
Restructuring charges | $ 368 | $ 836 | ||
2020 Restructuring plan | ||||
Restructuring and related cost, positions eliminated | ||||
Restructuring, number of positions eliminated | 70 | |||
Restructuring charges | 400 | |||
Restructuring accrual | $ 100 | |||
2019 Restructuring plan | ||||
Restructuring and related cost, positions eliminated | ||||
Restructuring, number of positions eliminated | 80 | |||
Restructuring charges | $ 800 |