Cover Page
Cover Page | 3 Months Ended |
Mar. 31, 2023 shares | |
Cover [Abstract] | |
Document Type | 10-Q |
Document Quarterly Report | true |
Document Period End Date | Mar. 31, 2023 |
Document Transition Report | false |
Entity File Number | 000-22339 |
Entity Registrant Name | RAMBUS INC |
Entity Incorporation, State or Country Code | DE |
Entity Tax Identification Number | 94-3112828 |
Entity Address, Address Line One | 4453 North First Street |
Entity Address, Address Line Two | Suite 100 |
Entity Address, City or Town | San Jose |
Entity Address, State or Province | CA |
Entity Address, Postal Zip Code | 95134 |
City Area Code | 408 |
Local Phone Number | 462-8000 |
Title of 12(b) Security | Common Stock, $.001 Par Value |
Trading Symbol | RMBS |
Security Exchange Name | NASDAQ |
Entity Current Reporting Status | Yes |
Entity Interactive Data Current | Yes |
Entity Filer Category | Large Accelerated Filer |
Entity Small Business | false |
Entity Emerging Growth Company | false |
Entity Shell Company | false |
Entity Common Stock, Shares Outstanding | 108,845,179 |
Entity Central Index Key | 0000917273 |
Current Fiscal Year End Date | --12-31 |
Document Fiscal Year Focus | 2023 |
Document Fiscal Period Focus | Q1 |
Amendment Flag | false |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Current assets: | ||
Cash and cash equivalents | $ 99,876 | $ 125,334 |
Marketable securities | 192,261 | 187,892 |
Accounts receivable | 59,408 | 55,368 |
Unbilled receivables | 100,435 | 125,698 |
Inventories | 26,180 | 20,900 |
Prepaids and other current assets | 14,603 | 12,022 |
Total current assets | 492,763 | 527,214 |
Intangible assets, net | 46,936 | 50,880 |
Goodwill | 292,040 | 292,040 |
Property, plant and equipment, net | 89,393 | 86,255 |
Operating lease right-of-use assets | 22,696 | 24,143 |
Deferred tax assets | 2,623 | 3,031 |
Unbilled receivables | 12,548 | 25,222 |
Other assets | 3,631 | 3,809 |
Total assets | 962,630 | 1,012,594 |
Current liabilities: | ||
Accounts payable | 18,117 | 24,815 |
Accrued salaries and benefits | 15,906 | 20,502 |
Convertible notes | 0 | 10,378 |
Deferred revenue | 20,846 | 23,861 |
Income taxes payable | 15,669 | 18,137 |
Operating lease liabilities | 4,287 | 5,024 |
Other current liabilities | 21,349 | 23,992 |
Total current liabilities | 96,174 | 126,709 |
Long-term operating lease liabilities | 28,127 | 29,079 |
Long-term income taxes payable | 3,963 | 5,892 |
Deferred tax liabilities | 26,658 | 24,964 |
Other long-term liabilities | 45,979 | 46,653 |
Total liabilities | 200,901 | 233,297 |
Commitments and contingencies (Notes 8, 10 and 14) | ||
Stockholders’ equity: | ||
Convertible preferred stock, $.001 par value: Authorized: 5,000,000 shares; Issued and outstanding: no shares at March 31, 2023 and December 31, 2022 | 0 | 0 |
Common stock, $.001 par value: Authorized: 500,000,000 shares; Issued and outstanding: 108,845,179 shares at March 31, 2023 and 107,610,356 shares at December 31, 2022 | 109 | 108 |
Additional paid-in capital | 1,286,570 | 1,297,408 |
Accumulated deficit | (521,415) | (513,256) |
Accumulated other comprehensive loss | (3,535) | (4,963) |
Total stockholders’ equity | 761,729 | 779,297 |
Total liabilities and stockholders’ equity | $ 962,630 | $ 1,012,594 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Mar. 31, 2023 | Dec. 31, 2022 |
Stockholders’ equity: | ||
Convertible preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Convertible preferred stock, authorized shares | 5,000,000 | 5,000,000 |
Convertible preferred stock, issued shares | 0 | 0 |
Convertible preferred stock, outstanding shares | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, authorized shares | 500,000,000 | 500,000,000 |
Common stock, issued shares | 108,845,179 | 107,610,356 |
Common stock, outstanding shares | 108,845,179 | 107,610,356 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Revenue | ||
Revenue | $ 113,762 | $ 99,050 |
Cost of revenue | ||
Cost of product revenue | 26,423 | 18,397 |
Cost of contract and other revenue | 1,691 | 624 |
Amortization of acquired intangible assets | 3,562 | 3,378 |
Cost of revenue | 31,676 | 22,399 |
Gross profit | 82,086 | 76,651 |
Operating expenses: | ||
Research and development | 41,898 | 39,815 |
Sales, general and administrative | 30,964 | 26,906 |
Amortization of acquired intangible assets | 382 | 409 |
Change in fair value of earn-out liability | 6,900 | 1,200 |
Total operating expenses | 80,144 | 68,330 |
Operating income | 1,942 | 8,321 |
Interest income and other income (expense), net | 2,161 | 1,360 |
Loss on extinguishment of debt | 0 | (66,497) |
Loss on fair value adjustment of derivatives, net | (240) | (8,283) |
Interest expense | (381) | (605) |
Interest and other income (expense), net | 1,540 | (74,025) |
Income (loss) before income taxes | 3,482 | (65,704) |
Provision for income taxes | 201 | 514 |
Net income (loss) | $ 3,281 | $ (66,218) |
Net income (loss) per share: | ||
Basic net income (loss) per share | $ 0.03 | $ (0.60) |
Diluted net income (loss) per share | $ 0.03 | $ (0.60) |
Weighted-average shares used in per share calculation: | ||
Basic (in shares) | 108,277 | 109,889 |
Diluted (in shares) | 111,153 | 109,889 |
Product revenue | ||
Revenue | ||
Revenue | $ 63,775 | $ 47,969 |
Royalties | ||
Revenue | ||
Revenue | 28,169 | 30,464 |
Contract and other revenue | ||
Revenue | ||
Revenue | $ 21,818 | $ 20,617 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Statement of Comprehensive Income [Abstract] | ||
Net income (loss) | $ 3,281 | $ (66,218) |
Other comprehensive income (loss): | ||
Foreign currency translation adjustment | 205 | (293) |
Unrealized gain (loss) on marketable securities, net of tax | 1,223 | (2,568) |
Total comprehensive income (loss) | $ 4,709 | $ (69,079) |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY - USD ($) shares in Thousands, $ in Thousands | Total | Cumulative effect, period of adoption, adjustment | Common stock | Additional paid-in capital | Additional paid-in capital Cumulative effect, period of adoption, adjustment | Accumulated deficit | Accumulated deficit Cumulative effect, period of adoption, adjustment | Accumulated other comprehensive gain (loss) |
Balance (in shares) at Dec. 31, 2021 | 109,292 | |||||||
Balance at Dec. 31, 2021 | $ 862,396 | $ 109 | $ 1,298,966 | $ (435,227) | $ (1,452) | |||
Increase (Decrease) in Stockholders' Equity | ||||||||
Net income (loss) | (66,218) | (66,218) | ||||||
Foreign currency translation adjustment | (293) | (293) | ||||||
Unrealized gain (loss) on marketable securities, net of tax | (2,568) | (2,568) | ||||||
Issuance of common stock upon exercise of options, equity stock and stock units, and employee stock purchase plan (in shares) | 943 | |||||||
Issuance of common stock upon exercise of options, equity stock and employee stock purchase plan | (15,500) | $ 1 | (15,501) | |||||
Stock-based compensation | 7,778 | 7,778 | ||||||
Retirement of convertible senior note hedges | 62,011 | 62,011 | ||||||
Retirement of warrants | (46,356) | (46,356) | ||||||
Balance (in shares) at Mar. 31, 2022 | 110,235 | |||||||
Balance at Mar. 31, 2022 | 793,126 | $ 110 | 1,272,353 | (475,024) | (4,313) | |||
Balance (Accounting Standards Update 2020-06) at Mar. 31, 2022 | $ (8,124) | $ (34,545) | $ 26,421 | |||||
Balance (in shares) at Dec. 31, 2022 | 107,610 | |||||||
Balance at Dec. 31, 2022 | 779,297 | $ 108 | 1,297,408 | (513,256) | (4,963) | |||
Increase (Decrease) in Stockholders' Equity | ||||||||
Net income (loss) | 3,281 | 3,281 | ||||||
Foreign currency translation adjustment | 205 | 205 | ||||||
Unrealized gain (loss) on marketable securities, net of tax | 1,223 | 1,223 | ||||||
Issuance of common stock upon exercise of options, equity stock and stock units, and employee stock purchase plan (in shares) | 1,037 | |||||||
Issuance of common stock upon exercise of options, equity stock and employee stock purchase plan | (29,905) | $ 1 | (29,906) | |||||
Stock-based compensation | 13,063 | 13,063 | ||||||
Issuance of common stock in connection with the payment of Year 1 earn-out related to the PLDA acquisition (in shares) | 198 | |||||||
Stock Issued During Period, Value, Payment Of Earn-Out Related To Acquisition | 5,022 | 5,022 | ||||||
Issuance of common stock in connection with the maturity of the convertible senior notes related to the settlement of the in-the-money conversion feature of the convertible senior notes (in shares) | 284 | |||||||
Exercise of the convertible senior note hedges in conjunction with the conversion of convertible senior notes (in shares) | (284) | |||||||
Exercise of the convertible senior note hedges in conjunction with the conversion of convertible senior notes | 11,440 | (11,440) | ||||||
Retirement of warrants | (10,457) | (10,457) | ||||||
Balance (in shares) at Mar. 31, 2023 | 108,845 | |||||||
Balance at Mar. 31, 2023 | $ 761,729 | $ 109 | $ 1,286,570 | $ (521,415) | $ (3,535) |
CONDENSED CONSOLIDATED STATEM_4
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Cash flows from operating activities: | ||
Net income (loss) | $ 3,281 | $ (66,218) |
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | ||
Stock-based compensation | 13,063 | 7,778 |
Depreciation | 8,874 | 7,040 |
Amortization of intangible assets | 3,944 | 3,786 |
Amortization of convertible debt issuance costs | 3 | 105 |
Loss on extinguishment of debt | 0 | 66,497 |
Loss on fair value adjustment of derivatives, net | 240 | 8,283 |
Deferred income taxes | 2,102 | 648 |
Loss on equity investment | 362 | 324 |
Realized loss from sale of marketable securities | 0 | 688 |
Change in fair value of earn-out liability | 6,900 | 1,200 |
Gain on disposal of property, plant and equipment | 0 | (6) |
Change in operating assets and liabilities: | ||
Accounts receivable | (4,039) | (7,167) |
Unbilled receivables | 37,937 | 33,511 |
Prepaids and other current assets | (3,285) | (663) |
Inventories | (5,280) | 2,318 |
Accounts payable | (8,805) | 1,104 |
Accrued salaries and benefits and other liabilities | (7,547) | (6,853) |
Income taxes payable | (4,396) | (4,311) |
Deferred revenue | (2,759) | (4,152) |
Operating lease liabilities | (1,689) | (1,298) |
Net cash provided by operating activities | 38,906 | 42,614 |
Cash flows from investing activities: | ||
Purchases of property, plant, and equipment | (7,738) | (1,683) |
Acquisition of intangible assets | 0 | (3,000) |
Purchases of marketable securities | (45,561) | (39,433) |
Maturities of marketable securities | 18,134 | 44,781 |
Proceeds from sales of marketable securities | 24,460 | 204,091 |
Net cash provided by (used in) investing activities | (10,705) | 204,756 |
Cash flows from financing activities: | ||
Proceeds received from issuance of common stock under employee stock plans | 771 | 321 |
Payments of taxes on restricted stock units | (30,676) | (15,821) |
Payments under installment payment arrangements | (3,227) | (3,220) |
Payments for settlement and repurchase of convertible senior notes | (10,381) | (174,454) |
Proceeds from retirement of convertible senior note hedges | 0 | 72,415 |
Payments for settlement of warrants | (10,697) | (55,148) |
Net cash used in financing activities | (54,210) | (175,907) |
Effect of exchange rate changes on cash and cash equivalents | 191 | (224) |
Net increase (decrease) in cash, cash equivalents and restricted cash | (25,818) | 71,239 |
Cash, cash equivalents and restricted cash at beginning of period | 125,694 | 108,264 |
Cash, cash equivalents and restricted cash at end of period | 99,876 | 179,503 |
Non-cash investing and financing activities during the period: | ||
Property, plant and equipment received and accrued in accounts payable and other liabilities | 37,534 | $ 14,238 |
Stock Issued During Period, Value, Payment Of Earn-Out Related To Acquisition | 5,022 | |
Additional paid-in capital | ||
Non-cash investing and financing activities during the period: | ||
Stock Issued During Period, Value, Payment Of Earn-Out Related To Acquisition | $ 5,022 |
CONDENSED CONSOLIDATED STATEM_5
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Parenthetical) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Cash, cash equivalents and restricted cash | ||
Cash and cash equivalents | $ 99,876 | $ 125,334 |
Restricted cash | 0 | 360 |
Cash, cash equivalents, and restricted cash | $ 99,876 | $ 125,694 |
Basis of Presentation
Basis of Presentation | 3 Months Ended |
Mar. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed consolidated financial statements include the accounts of Rambus Inc. (“Rambus” or the “Company”) and its wholly-owned subsidiaries. All intercompany accounts and transactions have been eliminated in the accompanying unaudited condensed consolidated financial statements. In the opinion of management, the unaudited condensed consolidated financial statements include all adjustments (consisting only of normal recurring items) necessary to state fairly the financial position and results of operations for each interim period presented. Interim results are not necessarily indicative of results for a full year. The unaudited condensed consolidated financial statements have been prepared in accordance with the rules and regulations of the Securities and Exchange Commission (the “SEC”) applicable to interim financial information. Certain information and Note disclosures included in the financial statements prepared in accordance with generally accepted accounting principles have been omitted in these interim statements pursuant to such SEC rules and regulations. The information included in this Form 10-Q should be read in conjunction with the consolidated financial statements and notes thereto in Form 10-K for the year ended December 31, 2022. |
Revenue Recognition
Revenue Recognition | 3 Months Ended |
Mar. 31, 2023 | |
Revenue from Contract with Customer [Abstract] | |
Revenue Recognition | Revenue Recognition Contract Balances The contract assets are primarily related to the Company’s fixed fee IP licensing arrangements and rights to consideration for performance obligations delivered but not billed as of March 31, 2023. The Company’s contract balances were as follows: As of (In thousands) March 31, 2023 December 31, 2022 Unbilled receivables $ 112,983 $ 150,920 Deferred revenue 22,661 25,421 During the three months ended March 31, 2023, the Company recognized $11.6 million of revenue that was included in the contract balances as of December 31, 2022. During the three months ended March 31, 2022, the Company recognized $11.7 million of revenue that was included in the contract balances as of December 31, 2021. Remaining Performance Obligations Revenue allocated to remaining performance obligations represents the transaction price allocated to the performance obligations that are unsatisfied, or partially unsatisfied, which includes unearned revenue and amounts that will be invoiced and recognized as revenue in future periods. Contracted but unsatisfied performance obligations were approximately $24.8 million as of March 31, 2023, 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, 2023 | |
Earnings Per Share [Abstract] | |
Earnings (Loss) Per Share | Earnings (Loss) Per ShareBasic earnings (loss) per share is calculated by dividing the net income (loss) by the weighted-average number of common shares outstanding during the period. Diluted earnings per share is calculated by dividing the earnings by the weighted-average number of common shares and potentially dilutive securities outstanding during the period. Potentially dilutive common shares consist of incremental common shares issuable upon exercise of stock options, employee stock purchases, restricted stock and restricted stock units and shares issuable upon the conversion of convertible notes. The dilutive effect of outstanding shares is reflected in diluted earnings per share by application of the treasury stock method, or the if-converted method for the in-the-money conversion feature of the 2023 Notes. This method includes consideration of the amounts to be paid by the employees, the amount of excess tax benefits that would be recognized in the equity if the instrument was exercised and the amount of unrecognized stock-based compensation related to future services. No potential dilutive common shares are included in the computation of any diluted per share amount when a net loss is reported. The following table sets forth the computation of basic and diluted net income (loss) per share: Three Months Ended March 31, (In thousands, except per share amounts) 2023 2022 Net income (loss) per share: Numerator: Net income (loss) $ 3,281 $ (66,218) Denominator: Weighted-average shares outstanding - basic 108,277 109,889 Effect of potentially dilutive common shares 2,876 — Weighted-average shares outstanding - diluted 111,153 109,889 Basic net income (loss) per share $ 0.03 $ (0.60) Diluted net income (loss) per share $ 0.03 $ (0.60) During the three months ended March 31, 2022, the following potentially dilutive securities were excluded from the calculation of diluted net loss per share attributable to the Company’s common stockholders because the impact of including them would have been anti-dilutive (in thousands): Three Months Ended March 31, (In thousands) 2022 Stock options 317 Restricted stock units 2,263 Potentially issuable shares related to the in-the-money conversion feature of convertible notes 824 Contingently issuable ESPP shares 41 Total 3,445 The shares in the tables above did not include the principal amount of the Company’s 2023 Notes (“the 2023 Notes”) as the principal amount of the 2023 Notes must be paid in cash. During the three months ended March 31, 2023 , the Company settled the conversion of the remaining $10.4 million aggregate principal amount of the 2023 Notes. Accordingly, the Company delivered approximately 0.3 million shares of the Company's common stock as settlement related to the in-the-money conversion feature of the 2023 Notes and received an equal amount of shares due to the settlement of the convertible senior note hedges. The Company included dilutive instruments exercised during the period in the denominator of diluted earnings (loss) per share for the period prior to exercise, and thereafter, the Company included the actual shares issued in the denominator for both basic and diluted earnings (loss) per share . |
Intangible Assets and Goodwill
Intangible Assets and Goodwill | 3 Months Ended |
Mar. 31, 2023 | |
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, 2023: (In thousands) As of December 31, 2022 Adjustments to Goodwill As of March 31, 2023 Total goodwill $ 292,040 $ — $ 292,040 As of March 31, 2023 (In thousands) Gross Carrying Amount Accumulated Impairment Losses Net Carrying Amount Total goodwill $ 313,810 $ (21,770) $ 292,040 Intangible Assets, Net The components of the Company’s intangible assets as of March 31, 2023 and December 31, 2022 were as follows: As of March 31, 2023 (In thousands) Useful Life Gross Carrying Amount Accumulated Amortization Net Carrying Amount Existing technology 3 to 10 years $ 299,925 $ (265,311) $ 34,614 Customer contracts and contractual relationships 0.5 to 10 years 37,996 (36,874) 1,122 Trademarks 3 years 300 (300) — In-process research and development (“IPR&D”) Not applicable 11,200 — 11,200 Total intangible assets $ 349,421 $ (302,485) $ 46,936 As of December 31, 2022 (In thousands) Useful Life Gross Carrying Amount Accumulated Amortization Net Carrying Amount Existing technology 3 to 10 years $ 299,925 $ (261,708) $ 38,217 Customer contracts and contractual relationships 0.5 to 10 years 37,996 (36,533) 1,463 Trademarks 3 years 300 (300) — IPR&D Not applicable 11,200 — 11,200 Total intangible assets $ 349,421 $ (298,541) $ 50,880 Amortization expense for intangible assets for the three months ended March 31, 2023 and 2022 was $3.9 million and $3.8 million, respectively. The estimated future amortization of intangible assets as of March 31, 2023 was as follows (in thousands): Years Ending December 31: Amount 2023 (remaining nine months) $ 11,490 2024 12,722 2025 6,683 2026 4,365 2027 476 Thereafter — Total amortizable purchased intangible assets 35,736 IPR&D 11,200 Total intangible assets $ 46,936 |
Segment Information
Segment Information | 3 Months Ended |
Mar. 31, 2023 | |
Segment Reporting [Abstract] | |
Segment Information | Segments and Major Customers Operating segments are based upon the Company’s internal organization structure, the manner in which its operations are managed, the criteria used by its Chief Operating Decision Maker (“CODM”) to evaluate segment performance and availability of separate financial information regularly reviewed for resource allocation and performance assessment. The Company has determined its CODM to be the Chief Executive Officer (“CEO”). The CEO reviews financial information presented on a consolidated basis for purposes of managing the business, allocating resources, making operating decisions and assessing financial performance. On this basis, the Company is organized and operates as a single segment within the semiconductor space. As of March 31, 2023, the Company has a single operating and reportable segment. Accounts receivable from the Company’s major customers representing 10% or more of total accounts receivable at March 31, 2023 and December 31, 2022, respectively, was as follows: As of Customer March 31, 2023 December 31, 2022 Customer 1 25 % 16 % Customer 2 11 % 23 % Customer 3 * 14 % _________________________________________ * 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, 2023 and 2022, respectively, was as follows: Three Months Ended March 31, Customer 2023 2022 Customer A 19 % 25 % Customer B 16 % * Customer C 11 % * Customer D 11 % 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) 2023 2022 USA $ 63,656 $ 55,684 South Korea 14,144 1,465 Asia-Other 12,704 17,792 Singapore 11,328 14,045 Taiwan 6,509 4,960 Japan 2,415 3,535 Europe 1,753 1,564 Canada 1,253 5 Total $ 113,762 $ 99,050 |
Marketable Securities
Marketable Securities | 3 Months Ended |
Mar. 31, 2023 | |
Debt Securities, Available-for-Sale [Abstract] | |
Marketable Securities | Marketable Securities Rambus invests its excess cash and cash equivalents primarily in money market funds, time deposits, U.S. government-sponsored obligations, and corporate notes, bonds and commercial paper that mature within three years. All cash equivalents and marketable securities are classified as available-for-sale. Total cash, cash equivalents and marketable securities are summarized as follows: As of March 31, 2023 (In thousands, except percentages) Fair Value Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Weighted Average Rate of Return Money market funds $ 13,089 $ 13,089 $ — $ — 3.80 % Time deposits 9,646 9,646 — — 6.98 % U.S. Government bonds and notes 96,250 97,469 16 (1,235) 2.37 % Corporate notes, bonds and commercial paper 90,360 91,534 4 (1,178) 2.31 % Total cash equivalents and marketable securities 209,345 211,738 20 (2,413) Cash 82,792 82,792 — — Total cash, cash equivalents and marketable securities $ 292,137 $ 294,530 $ 20 $ (2,413) As of December 31, 2022 (In thousands, except percentages) Fair Value Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Weighted Average Rate of Return Money market funds $ 15,763 $ 15,763 $ — $ — 2.63 % U.S. Government bonds and notes 96,371 98,250 1 (1,880) 1.73 % Corporate notes, bonds and commercial paper 106,355 108,092 7 (1,744) 2.59 % Total cash equivalents and marketable securities 218,489 222,105 8 (3,624) Cash 94,737 94,737 — — Total cash, cash equivalents and marketable securities $ 313,226 $ 316,842 $ 8 $ (3,624) Available-for-sale securities are reported at fair value on the balance sheets and classified along with cash as follows: As of (In thousands) March 31, 2023 December 31, 2022 Cash equivalents $ 17,084 $ 30,597 Marketable securities 192,261 187,892 Total cash equivalents and marketable securities 209,345 218,489 Cash 82,792 94,737 Total cash, cash equivalents and marketable securities $ 292,137 $ 313,226 The Company continues to invest in highly rated and highly liquid debt securities. The Company holds all of its marketable securities as available-for-sale, marks them to market, and regularly reviews its portfolio to ensure adherence to its investment policy and to monitor individual investments for risk analysis, proper valuation, and 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, 2023 and December 31, 2022 are as follows: Fair Value Gross Unrealized Losses (In thousands) March 31, 2023 December 31, 2022 March 31, 2023 December 31, 2022 Less than 12 months U.S. Government bonds and notes $ 30,240 $ 28,893 $ (26) $ (23) Corporate notes, bonds and commercial paper 29,310 45,538 (24) (35) Total cash equivalents and marketable securities in a continuous unrealized loss position for less than 12 months 59,550 74,431 (50) (58) 12 months or greater U.S. Government bonds and notes 52,211 62,588 (1,209) (1,857) Corporate notes, bonds and commercial paper 49,966 49,559 (1,154) (1,709) Total cash equivalents and marketable securities in a continuous unrealized loss position for 12 months or greater 102,177 112,147 (2,363) (3,566) Total cash equivalents and marketable securities in a continuous unrealized loss position $ 161,727 $ 186,578 $ (2,413) $ (3,624) The gross unrealized losses at March 31, 2023 and December 31, 2022 were not material in relation to the Company’s total available-for-sale portfolio. The gross unrealized losses can be primarily attributed to a combination of market conditions as well as the demand for and duration of the U.S. government-sponsored obligations and corporate notes and bonds. The Company reasonably believes that there is no need to sell these investments and that it can recover the amortized cost of these investments. The Company has found no evidence of impairment due to credit losses in its portfolio. Therefore, these unrealized losses were recorded in other comprehensive income (loss). 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, 2023 Due less than one year $ 170,602 Due from one year through three years 25,654 Total $ 196,256 Refer to Note 7, “Fair Value of Financial Instruments,” for a discussion regarding the fair value of the Company’s cash equivalents and marketable securities. |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 3 Months Ended |
Mar. 31, 2023 | |
Fair Value Disclosures [Abstract] | |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The following table presents the financial instruments and liabilities that are carried at fair value and summarizes their valuation by the respective pricing levels as of March 31, 2023 and December 31, 2022: As of March 31, 2023 (In thousands) Total Quoted Market Prices in Active Markets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Assets carried at fair value Money market funds $ 13,089 $ 13,089 $ — $ — Time deposits 9,646 — 9,646 — U.S. Government bonds and notes 96,250 — 96,250 — Corporate notes, bonds and commercial paper 90,360 — 90,360 — Total assets carried at fair value $ 209,345 $ 13,089 $ 196,256 $ — Liabilities carried at fair value Earn-out consideration related to PLDA acquisition $ 21,700 $ — $ — $ 21,700 Total liabilities carried at fair value $ 21,700 $ — $ — $ 21,700 As of December 31, 2022 (In thousands) Total Quoted Market Prices in Active Markets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Assets carried at fair value Money market funds $ 15,763 $ 15,763 $ — $ — U.S. Government bonds and notes 96,371 — 96,371 — Corporate notes, bonds and commercial paper 106,355 — 106,355 — Total available-for-sale securities $ 218,489 $ 15,763 $ 202,726 $ — Liabilities carried at fair value Earn-out consideration related to PLDA acquisition $ 14,800 $ — $ — $ 14,800 Total liabilities carried at fair value $ 14,800 $ — $ — $ 14,800 The Company’s liabilities related to earn-out consideration are classified within Level 3 of the fair value hierarchy because the fair value is determined using significant unobservable inputs. The following table presents additional information about liabilities measured at fair value for which the Company utilizes Level 3 inputs to determine fair value, as of March 31, 2023 and 2022. Three Months Ended March 31, (In thousands) 2023 2022 Balance as of beginning of period $ 14,800 $ 16,900 Change in fair value of earn-out liability due to remeasurement 6,900 1,200 Balance as of end of period $ 21,700 $ 18,100 For the three months ended March 31, 2023 and 2022, the changes in the fair value of the earn-out liability related to the 2021 acquisition of PLDA Group (“PLDA”), which is subject to certain revenue targets of the acquired business for a period of three years from the date of acquisition. The fair value of the earn-out liability is remeasured each quarter, depending on the acquired business’s revenue performance relative to target over the applicable period. The Company has classified its liability for the contingent earn-out consideration related to the PLDA acquisition within Level 3 of the fair value hierarchy because the fair value is determined using significant unobservable inputs. During the three months ended March 31, 2023 and 2022, the Company remeasured the fair value of the earn-out liability, which resulted in additional expenses of $6.9 million and $1.2 million, respectively, in the Company’s unaudited condensed consolidated statements of operations. 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” in the unaudited condensed consolidated statement of operations. During the second half of 2018, the Company made an investment in a non-marketable equity security of a private company. This equity investment is accounted for under the equity method of accounting, and the Company accounts for its equity method share of the income (loss) on a quarterly basis. As of March 31, 2023 and December 31, 2022, the carrying value of the Company’s 25.0% ownership percentage was $0.1 million and $0.5 million, respectively, which were included in other assets in the accompanying unaudited condensed consolidated balance sheets. The Company recorded immaterial amounts in its condensed consolidated statements of operations representing its share of the investee’s loss for the three months ended March 31, 2023 and 2022. During the three months ended March 31, 2023 and 2022, there were no transfers of financial instruments between different categories of fair value. The following table presents the financial instruments that are not carried at fair value but require fair value disclosure as of March 31, 2023 and December 31, 2022: As of March 31, 2023 As of December 31, 2022 (In thousands) Face Value Carrying Value Fair Value Face Value Carrying Value Fair Value 1.375% Convertible Senior Notes due 2023 (the “2023 Notes”) $ — $ — $ — $ 10,381 $ 10,378 $ 19,625 The fair value of the convertible notes at each balance sheet date was determined based on recent quoted market prices for these notes which is a Level 2 measurement. As discussed in Note 9, “Convertible Notes,” d uring the three months ended March 31, 2023 , the Company settled the remaining $10.4 million aggregate principal amount of the 2023 Notes. As of December 31, 2022, the 2023 Notes were carried at their face value of $10.4 million, less any unamortized debt issuance costs. The carrying value of other financial instruments, including accounts receivable, accounts payable and other liabilities, approximated fair value due to their short maturities. |
Leases
Leases | 3 Months Ended |
Mar. 31, 2023 | |
Leases [Abstract] | |
Leases | Leases The Company leases office space, domestically and internationally, under operating leases. The Company’s leases have remaining lease terms generally between one year and eight years. Operating leases are included in operating lease right-of-use (“ROU”) assets, operating lease liabilities and long-term operating lease liabilities on the Company’s unaudited condensed consolidated balance sheets. The Company does not have any finance leases. The table below reconciles the undiscounted cash flows for the first five years and total of the remaining years to the operating lease liabilities recorded on the unaudited condensed consolidated balance sheet as of March 31, 2023 (in thousands): Years ending December 31, Amount 2023 (remaining nine months) $ 4,459 2024 5,292 2025 5,360 2026 5,588 2027 4,750 Thereafter 12,999 Total minimum lease payments 38,448 Less: amount of lease payments representing interest (6,034) Present value of future minimum lease payments 32,414 Less: current obligations under leases (4,287) Long-term lease obligations $ 28,127 As of March 31, 2023, the weighted-average remaining lease term for the Company’s operating leases was 7.0 years and the weighted-average discount rate used to determine the present value of the Company’s operating leases was 5.4%. Operating lease costs included in research and development and selling, general and administrative costs on the unaudited condensed consolidated statements of operations were $1.9 million for both the three months ended March 31, 2023 and 2022, respectively. Cash paid for amounts included in the measurement of operating lease liabilities were $2.2 million and $2.3 million for the three months ended March 31, 2023 and 2022, respectively. |
Convertible Notes
Convertible Notes | 3 Months Ended |
Mar. 31, 2023 | |
Debt Disclosure [Abstract] | |
Convertible Notes | Convertible Notes The Company’s convertible notes are shown in the following table: As of (In thousands) March 31, 2023 December 31, 2022 2023 Notes $ — $ 10,381 Unamortized debt issuance costs — 2023 Notes — (3) Total convertible notes — 10,378 Less current portion — 10,378 Total long-term convertible notes $ — $ — During the three months ended March 31, 2023 , the holders of the remaining $10.4 million aggregate principal amount of the 2023 Notes elected to convert the notes pursuant to the original terms of the conversion feature. Accordingly, upon maturity, the Company paid $10.4 million in cash to settle the aggregate principal amount of the 2023 Notes and delivered approximately 0.3 million shares of the Company's common stock to settle the conversion spread. In connection with the settlement of the conversion of the remaining 2023 Notes, the Company received 0.3 million shares of the Company’s common stock for the retirement of the remaining convertible senior note hedges and paid $10.7 million in cash for the retirement of the remaining warrants during the three months ended March 31, 2023. Additionally, the retirement of the remaining warrants was subject to derivative accounting, resulting in a loss on fair value adjustment of derivatives of $0.2 million for the three months ended March 31, 2023. Interest expense related to the convertible notes for the three months ended March 31, 2023 and 2022 was as follows: Three Months Ended March 31, (In thousands) 2023 2022 2023 Notes coupon interest at a rate of 1.375% $ 12 $ 316 2023 Notes amortization of debt issuance cost 3 105 Total interest expense on convertible notes $ 15 $ 421 |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies As of March 31, 2023, the Company’s material contractual obligations were as follows: (In thousands) Total Remainder of 2023 2024 2025 2026 2027 Contractual obligations (1) (2) (3) Other contractual obligations $ 3,960 $ 3,360 $ 600 $ — $ — $ — Software licenses (4) 39,370 14,835 16,452 8,083 — — Acquisition retention bonuses (5) 5,364 2,507 2,507 350 — — Total $ 48,694 $ 20,702 $ 19,559 $ 8,433 $ — $ — _________________________________________ (1) The above table does not reflect possible payments in connection with unrecognized tax benefits of approximately $21.1 million, including $19.8 million recorded as a reduction of long-term deferred tax assets and $1.3 million in long-term income taxes payable as of March 31, 2023. As noted below in Note 13, “Income Taxes,” although it is possible that some of the unrecognized tax benefits could be settled within the next 12 months, the Company cannot reasonably estimate the outcome at this time. (2) For the Company’s lease commitments as of March 31, 2023, refer to Note 8, “Leases.” (3) During the three months ended March 31, 2023 , the Company paid upon maturity the remaining $10.4 million in aggregate principal amount of the 2023 Notes. Refer to Note 9, “Convertible Notes,” for additional information. (4) The Company has commitments with various software vendors for agreements generally having terms longer than one year. As of March 31, 2023, approximately $15.6 million of the fair value of the software licenses was included in other current liabilities and $19.1 million was included in other long-term liabilities, in the accompanying unaudited condensed consolidated balance sheet. (5) In connection with the acquisition of Hardent in the second quarter of 2022 and the acquisitions of AnalogX and PLDA in the third quarter of 2021, the Company is obligated to pay retention bonuses to certain employees subject to certain eligibility and acceleration provisions, including the condition of employment. Indemnifications From time to time, the Company indemnifies certain customers as a necessary means of doing business. Indemnification covers customers for losses suffered or incurred by them as a result of any patent, copyright, or other intellectual property infringement or any other claim by any third party arising as a result of the applicable agreement with the Company. The Company generally attempts to limit the maximum amount of indemnification that the Company could be required to make under these agreements to the amount of fees received by the Company, however, this may not always be possible. The fair value of the liability as of March 31, 2023 and December 31, 2022, respectively, was not material. |
Equity Incentive Plans and Stoc
Equity Incentive Plans and Stock-Based Compensation | 3 Months Ended |
Mar. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Equity Incentive Plans and Stock-Based Compensation | Equity Incentive Plans and Stock-Based Compensation On April 27, 2023, the Company’s stockholders approved an additional 5,210,000 shares to be reserved for issuance under the 2015 Equity Incentive Plan (the “2015 Plan”). A summary of shares available for grant under the Company’s plans is as follows: Shares Available for Grant Total shares available for grant as of December 31, 2022 7,655,769 Nonvested equity stock and stock units granted (1) (2) (1,915,751) Nonvested equity stock and stock units forfeited (1) 216,478 Total shares available for grant as of March 31, 2023 5,956,496 _________________________________________ (1) For purposes of determining the number of shares available for grant under the 2015 Plan against the maximum number of shares authorized, each restricted stock unit granted reduces the number of shares available for grant by 1.5 shares and each restricted stock unit forfeited increases shares available for grant by 1.5 shares. (2) Amount includes approximately 0.2 million shares that have been reserved for potential future issuance related to certain performance unit awards granted in the first quarter of 2023 and discussed under the section titled “Nonvested Equity Stock and Stock Units” below. 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, 2023 and information regarding stock options outstanding, exercisable, and vested and expected to vest as of March 31, 2023. Options Outstanding (In thousands, except shares, per share amounts and years) Number of Shares Weighted- Average Exercise Price Per Share Weighted- Average Remaining Contractual Term (years) Aggregate Intrinsic Value Outstanding as of December 31, 2022 432,443 $ 11.60 Options exercised (80,841) $ 9.74 $ 3,356 Outstanding as of March 31, 2023 351,602 $ 12.03 3.44 $ 13,793 Vested or expected to vest at March 31, 2023 351,589 $ 12.03 3.44 $ 13,793 Options exercisable at March 31, 2023 339,935 $ 11.99 3.34 $ 13,351 Employee Stock Purchase Plan No purchases were made under the 2015 Employee Stock Purchase Plan (“2015 ESPP”) during the three months ended March 31, 2023 and 2022 , respectively. As of March 31, 2023, approximately 2.6 million shares under the 2015 ESPP remained available for issuance. Stock-Based Compensation For the three months ended March 31, 2023 and 2022, the Company maintained stock plans covering a broad range of potential equity grants including stock options, nonvested equity stock and equity stock units and performance-based instruments. In addition, the Company sponsors the 2015 ESPP, whereby eligible employees are entitled to purchase common stock semi-annually, by means of limited payroll deductions, at a 15% discount from the fair market value of the common stock as of specific dates. Stock Options There were no stock options granted during the three months ended March 31, 2023 and 2022, respectively. Stock-based compensation expense related to stock options was immaterial for the three months ended March 31, 2023 and 2022. As of March 31, 2023, there was $0.1 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 0.5 years. Employee Stock Purchase Plan For the three months ended March 31, 2023, the Company recorded stock-based compensation expense related to the 2015 ESPP of $0.6 million. For the three months ended March 31, 2022, the Company recorded stock-based compensation expense related to the 2015 ESPP of $0.5 million. As of March 31, 2023, there was $0.2 million of total unrecognized compensation cost related to stock-based compensation arrangements granted under the 2015 ESPP. That cost is expected to be recognized over one month. Nonvested Equity Stock and Stock Units The Company grants nonvested equity stock units to officers, employees and directors. During the three months ended March 31, 2023, the Company granted nonvested equity stock units totaling approximately 1.1 million. During the three months ended March 31, 2022, the Company granted nonvested equity stock units totaling approximately 1.6 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, 2023, the nonvested equity stock units were valued at the date of grant giving them a fair value of approximately $52.7 million. For the three months ended March 31, 2022, the nonvested equity stock units were valued at the date of grant giving them a fair value of approximately $44.6 million. During the first quarter of 2023 and 2022, the Company granted performance unit awards to certain Company executive officers with vesting subject to the achievement of certain performance and/or market conditions. The ultimate number of performance units that can be earned can range from 0% to 200% of target depending on performance relative to target over the applicable period. The shares earned will vest on the third or fourth anniversary of the date of gran t. The Company’s shares available for grant have been reduced to reflect the shares that could be earned at the maximum target. For the three months ended March 31, 2023, the Company recorded stock-based compensation expense of approximately $12.5 million, primarily related to all outstanding nonvested equity stock grants. For the three months ended March 31, 2022, the Company recorded stock-based compensation expense of approximately $7.3 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 $98.5 million at March 31, 2023. 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, 2023: Nonvested Equity Stock and Stock Units Shares Weighted- Average Grant-Date Fair Value Nonvested at December 31, 2022 4,718,060 $ 22.78 Granted 1,123,519 $ 45.84 Vested (1,402,672) $ 24.38 Forfeited (119,799) $ 25.19 Nonvested at March 31, 2023 4,319,108 $ 30.70 |
Stockholders' Equity
Stockholders' Equity | 3 Months Ended |
Mar. 31, 2023 | |
Stockholders' Equity Note [Abstract] | |
Stockholders' Equity | Stockholders’ Equity Share Repurchase Programs On October 29, 2020, the Company’s board of directors (the “Board”) approved a 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, 2023, the Company did not repurchase any shares of its common stock under the 2020 Repurchase Program. On September 9, 2022, the Company entered into an accelerated share repurchase program with Wells Fargo Bank, National Association (“Wells Fargo”) (the “2022 ASR Program”). The 2022 ASR Program was part of the share repurchase program previously authorized by the Board on October 29, 2020. Under the 2022 ASR Program, the Company pre-paid to Wells Fargo the $100.0 million purchase price for its common stock and, in turn, the Company received an initial delivery of approximately 3.1 million shares of its common stock from Wells Fargo in the third quarter of 2022, which were retired and recorded as an $80.0 million reduction to stockholders’ equity. The remaining $20.0 million of the initial payment was recorded as a reduction to stockholders’ equity as an unsettled forward contract indexed to the Company’s stock. During the fourth quarter of 2022, the accelerated share repurchase program was completed and the Company received an additional 0.1 million shares of its common stock, which were retired, as the final settlement of the accelerated share repurchase program. As of March 31, 2023, there remained an outstanding authorization to repurchase approximately 9.7 million shares of the Company’s outstanding common stock under the 2020 Repurchase Program. The Company records share repurchases as a reduction to stockholders’ equity. The Company records a portion of the purchase price of the repurchased shares as an increase to accumulated deficit when the price of the shares repurchased exceeds the average original proceeds per share received from the issuance of common stock in accordance with its accounting policy. |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes The Company recorded a provision for income taxes of $0.2 million and $0.5 million for the three months ended March 31, 2023 and 2022, respectively. The provision for income taxes for the three months ended March 31, 2023 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 2023 and indefinite-lived intangible tax amortization expense. The provision for income taxes for the three months ended March 31, 2022 was driven by a combination of the valuation allowance recorded on U.S. deferred tax assets, foreign withholding taxes, the statutory tax expense for the foreign jurisdictions for 2022 and indefinite-lived intangible tax amortization expense. During the three months ended March 31, 2023 and 2022, the Company paid withholding taxes of $5.4 million and $5.0 million, respectively. The Company periodically evaluates the realizability of its net deferred tax assets based on all available evidence, both positive and negative. As of March 31, 2023, the Company continues to maintain a full valuation allowance on its U.S. federal and California deferred tax assets as it does not yet believe that there is sufficient evidence to determine that it is more likely than not that they will be realized. The Company weighed both positive and negative evidence and determined that there is a continued need for a valuation allowance as the Company is in a cumulative loss position over the previous three years, which is considered significant negative evidence. Although the weight of negative evidence related to cumulative losses has decreased as the Company’s profitability has improved, the Company believes that the cumulative losses and other negative evidence outweigh the positive evidence of projections of future profitability and, as such, the Company has maintained a full valuation allowance against its U.S. federal and California deferred tax assets. However, if the Company sustains recent improvements in the Company's operating results, conditioned on its continued growth within its memory interface chips and Silicon IP product offerings, signing new or renewing existing license agreements and managing costs, management believes a reasonable possibility exists that sufficient positive evidence may become available to reach a conclusion that could lead to the reversal of almost all of the Company's valuation allowance during 2023. Should the Company determine that it is more likely than not that it would be able to realize its deferred tax assets, it would result in the reversal of the valuation allowance, a corresponding material non-cash income tax benefit and the recording of additional deferred tax assets on the balance sheet in the period such determination is made. 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, 2023, the Company had approximately $169.9 million of unrecognized tax benefits, including $19.8 million recorded as a reduction of long-term deferred tax assets, $148.8 million recorded as a reduction of other assets associated with refundable withholding taxes previously withheld from licensees in South Korea and $1.3 million recorded in long-term income taxes payable. If the Company would have recovered such benefit, which is currently estimated at $150.1 million, this benefit would have likely been reduced due to amending the Company’s U.S. Federal tax returns as a result of such recovery, offsetting most or all of the potential recovery. As a result of recent court rulings in South Korea, the Company has determined that it may be entitled to refund claims for foreign taxes previously withheld by licensees in South Korea. The Company recognizes that there are numerous risks and uncertainties associated with the ultimate collection of this refund and has therefore maintained an offsetting reserve for the entire amount of refundable withholding taxes previously withheld in South Korea. As of December 31, 2022, the Company had $164.5 million of unrecognized tax benefits, including $19.6 million recorded as a reduction of long-term deferred tax assets, $143.6 million recorded as a reduction of other assets associated with refundable withholding taxes previously withheld by licensees in South Korea and $1.3 million recorded in long-term income taxes payable. Although it is possible that some of the unrecognized tax benefits could be settled within the next 12 months, the Company cannot reasonably estimate the outcome at this time. Additionally, the Company’s future effective tax rates could be adversely affected by earnings being higher than anticipated in countries where the Company has higher statutory rates or lower than anticipated in countries where it has lower statutory rates, by changes in valuation of its deferred tax assets and liabilities or by changes in tax laws or interpretations of those laws. |
Litigation and Asserted Claims
Litigation and Asserted Claims | 3 Months Ended |
Mar. 31, 2023 | |
Loss Contingency, Information about Litigation Matters [Abstract] | |
Litigation and Asserted Claims | Litigation and Asserted Claims Rambus is not currently a party to any material pending legal proceeding; however, from time to time, Rambus may become involved in legal proceedings or be subject to claims arising in the ordinary course of its business. Although the results of litigation and claims cannot be predicted with certainty, the Company currently believes that the final outcome of these ordinary course matters will not have a material adverse effect on 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. |
Derivative Instruments and Hedg
Derivative Instruments and Hedging Activities | 3 Months Ended |
Mar. 31, 2023 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative Instruments and Hedging Activities | Derivative Instruments and Hedging Activities During the three months ended March 31, 2023, the Company began using foreign currency forward contracts (the “Contracts”) to manage the Company’s exposure related to certain foreign currency denominated monetary assets (the “Hedging Program”) and to minimize the related impact of foreign currency fluctuations on the Company’s earnings. The hedged monetary assets primarily consist of certain euro-denominated cash and accounts receivable balances. The Contracts mitigate the Company’s foreign currency exposure when the Contracts are settled at their maturity by generally offsetting the gains and losses generated by the re-measurement of the underlying monetary assets. The Contracts are entered into at the end of each month and have a duration of approximately one month at inception. Due to the short duration of these Contracts, their fair value is deemed immaterial. As the Contracts are considered derivative instruments that are not designated and do not qualify as hedging instruments, any gains and losses resulting from changes in their fair value are recorded to interest income and other income (expense), net on the Company’s unaudited condensed consolidated statements of operations. The Company does not use its Hedging Program for speculative or trading purposes. The Contract outstanding as of March 31, 2023 was entered into by the Company on the last business day of the period. Given the relatively short duration such contracts are outstanding in relation to changes in potential market rates, the change in the fair value was deemed immaterial. As of March 31, 2023, the total local currency amount of the outstanding Contract was €9.1 million, and its total notional value was $9.7 million. For the three months ended March 31, 2023, any gains and losses resulting from changes in fair value of the Company’s Contracts were deemed immaterial. |
Revenue Recognition (Tables)
Revenue Recognition (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Revenue from Contract with Customer [Abstract] | |
Contract balances | The Company’s contract balances were as follows: As of (In thousands) March 31, 2023 December 31, 2022 Unbilled receivables $ 112,983 $ 150,920 Deferred revenue 22,661 25,421 |
Earnings (Loss) Per Share (Tabl
Earnings (Loss) Per Share (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Earnings Per Share [Abstract] | |
Computation of basic and diluted net income (loss) per share | The following table sets forth the computation of basic and diluted net income (loss) per share: Three Months Ended March 31, (In thousands, except per share amounts) 2023 2022 Net income (loss) per share: Numerator: Net income (loss) $ 3,281 $ (66,218) Denominator: Weighted-average shares outstanding - basic 108,277 109,889 Effect of potentially dilutive common shares 2,876 — Weighted-average shares outstanding - diluted 111,153 109,889 Basic net income (loss) per share $ 0.03 $ (0.60) Diluted net income (loss) per share $ 0.03 $ (0.60) |
Schedule of antidilutive securities excluded from computation of earnings per share | During the three months ended March 31, 2022, the following potentially dilutive securities were excluded from the calculation of diluted net loss per share attributable to the Company’s common stockholders because the impact of including them would have been anti-dilutive (in thousands): Three Months Ended March 31, (In thousands) 2022 Stock options 317 Restricted stock units 2,263 Potentially issuable shares related to the in-the-money conversion feature of convertible notes 824 Contingently issuable ESPP shares 41 Total 3,445 |
Intangible Assets and Goodwill
Intangible Assets and Goodwill (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
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, 2023: (In thousands) As of December 31, 2022 Adjustments to Goodwill As of March 31, 2023 Total goodwill $ 292,040 $ — $ 292,040 As of March 31, 2023 (In thousands) Gross Carrying Amount Accumulated Impairment Losses Net Carrying Amount Total goodwill $ 313,810 $ (21,770) $ 292,040 |
Components of intangible assets | The components of the Company’s intangible assets as of March 31, 2023 and December 31, 2022 were as follows: As of March 31, 2023 (In thousands) Useful Life Gross Carrying Amount Accumulated Amortization Net Carrying Amount Existing technology 3 to 10 years $ 299,925 $ (265,311) $ 34,614 Customer contracts and contractual relationships 0.5 to 10 years 37,996 (36,874) 1,122 Trademarks 3 years 300 (300) — In-process research and development (“IPR&D”) Not applicable 11,200 — 11,200 Total intangible assets $ 349,421 $ (302,485) $ 46,936 As of December 31, 2022 (In thousands) Useful Life Gross Carrying Amount Accumulated Amortization Net Carrying Amount Existing technology 3 to 10 years $ 299,925 $ (261,708) $ 38,217 Customer contracts and contractual relationships 0.5 to 10 years 37,996 (36,533) 1,463 Trademarks 3 years 300 (300) — IPR&D Not applicable 11,200 — 11,200 Total intangible assets $ 349,421 $ (298,541) $ 50,880 |
Estimated future amortization of intangible assets | The estimated future amortization of intangible assets as of March 31, 2023 was as follows (in thousands): Years Ending December 31: Amount 2023 (remaining nine months) $ 11,490 2024 12,722 2025 6,683 2026 4,365 2027 476 Thereafter — Total amortizable purchased intangible assets 35,736 IPR&D 11,200 Total intangible assets $ 46,936 |
Segment Information (Tables)
Segment Information (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Concentration risk | |
Revenue from external customer by geographic regions | Revenue from customers in the geographic regions based on the location of contracting parties was as follows: Three Months Ended March 31, (In thousands) 2023 2022 USA $ 63,656 $ 55,684 South Korea 14,144 1,465 Asia-Other 12,704 17,792 Singapore 11,328 14,045 Taiwan 6,509 4,960 Japan 2,415 3,535 Europe 1,753 1,564 Canada 1,253 5 Total $ 113,762 $ 99,050 |
Accounts receivable | |
Concentration risk | |
Schedule of customer accounts representing 10% or more than 10% of total balance | Accounts receivable from the Company’s major customers representing 10% or more of total accounts receivable at March 31, 2023 and December 31, 2022, respectively, was as follows: As of Customer March 31, 2023 December 31, 2022 Customer 1 25 % 16 % Customer 2 11 % 23 % Customer 3 * 14 % _________________________________________ * Customer accounted for less than 10% of total accounts receivable in the period. |
Revenue | |
Concentration risk | |
Schedule of customer accounts representing 10% or more than 10% of total balance | Revenue from the Company’s major customers representing 10% or more of total revenue for the three months ended March 31, 2023 and 2022, respectively, was as follows: Three Months Ended March 31, Customer 2023 2022 Customer A 19 % 25 % Customer B 16 % * Customer C 11 % * Customer D 11 % 14 % __________________________________________ * Customer accounted for less than 10% of total revenue in the period. |
Marketable Securities (Tables)
Marketable Securities (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Debt Securities, Available-for-Sale [Abstract] | |
Cash equivalents and marketable securities classified as available-for-sale | Total cash, cash equivalents and marketable securities are summarized as follows: As of March 31, 2023 (In thousands, except percentages) Fair Value Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Weighted Average Rate of Return Money market funds $ 13,089 $ 13,089 $ — $ — 3.80 % Time deposits 9,646 9,646 — — 6.98 % U.S. Government bonds and notes 96,250 97,469 16 (1,235) 2.37 % Corporate notes, bonds and commercial paper 90,360 91,534 4 (1,178) 2.31 % Total cash equivalents and marketable securities 209,345 211,738 20 (2,413) Cash 82,792 82,792 — — Total cash, cash equivalents and marketable securities $ 292,137 $ 294,530 $ 20 $ (2,413) As of December 31, 2022 (In thousands, except percentages) Fair Value Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Weighted Average Rate of Return Money market funds $ 15,763 $ 15,763 $ — $ — 2.63 % U.S. Government bonds and notes 96,371 98,250 1 (1,880) 1.73 % Corporate notes, bonds and commercial paper 106,355 108,092 7 (1,744) 2.59 % Total cash equivalents and marketable securities 218,489 222,105 8 (3,624) Cash 94,737 94,737 — — Total cash, cash equivalents and marketable securities $ 313,226 $ 316,842 $ 8 $ (3,624) |
Available-for-sale securities reported at fair value | Available-for-sale securities are reported at fair value on the balance sheets and classified along with cash as follows: As of (In thousands) March 31, 2023 December 31, 2022 Cash equivalents $ 17,084 $ 30,597 Marketable securities 192,261 187,892 Total cash equivalents and marketable securities 209,345 218,489 Cash 82,792 94,737 Total cash, cash equivalents and marketable securities $ 292,137 $ 313,226 |
Estimated fair value of cash equivalents and marketable securities classified by the length of time that the securities have been in a continuous unrealized loss position | The estimated fair value and gross unrealized losses of cash equivalents and marketable securities classified by the length of time that the securities have been in a continuous unrealized loss position at March 31, 2023 and December 31, 2022 are as follows: Fair Value Gross Unrealized Losses (In thousands) March 31, 2023 December 31, 2022 March 31, 2023 December 31, 2022 Less than 12 months U.S. Government bonds and notes $ 30,240 $ 28,893 $ (26) $ (23) Corporate notes, bonds and commercial paper 29,310 45,538 (24) (35) Total cash equivalents and marketable securities in a continuous unrealized loss position for less than 12 months 59,550 74,431 (50) (58) 12 months or greater U.S. Government bonds and notes 52,211 62,588 (1,209) (1,857) Corporate notes, bonds and commercial paper 49,966 49,559 (1,154) (1,709) Total cash equivalents and marketable securities in a continuous unrealized loss position for 12 months or greater 102,177 112,147 (2,363) (3,566) Total cash equivalents and marketable securities in a continuous unrealized loss position $ 161,727 $ 186,578 $ (2,413) $ (3,624) |
Contractual maturities of cash equivalents (excluding money market funds which have no maturity) and marketable securities | The contractual maturities of cash equivalents (excluding money market funds which have no maturity) and marketable securities are summarized as follows: (In thousands) March 31, 2023 Due less than one year $ 170,602 Due from one year through three years 25,654 Total $ 196,256 |
Fair Value of Financial Instr_2
Fair Value of Financial Instruments (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Fair Value Disclosures [Abstract] | |
Summary of the valuation of cash equivalents and marketable securities by pricing levels | The following table presents the financial instruments and liabilities that are carried at fair value and summarizes their valuation by the respective pricing levels as of March 31, 2023 and December 31, 2022: As of March 31, 2023 (In thousands) Total Quoted Market Prices in Active Markets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Assets carried at fair value Money market funds $ 13,089 $ 13,089 $ — $ — Time deposits 9,646 — 9,646 — U.S. Government bonds and notes 96,250 — 96,250 — Corporate notes, bonds and commercial paper 90,360 — 90,360 — Total assets carried at fair value $ 209,345 $ 13,089 $ 196,256 $ — Liabilities carried at fair value Earn-out consideration related to PLDA acquisition $ 21,700 $ — $ — $ 21,700 Total liabilities carried at fair value $ 21,700 $ — $ — $ 21,700 As of December 31, 2022 (In thousands) Total Quoted Market Prices in Active Markets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Assets carried at fair value Money market funds $ 15,763 $ 15,763 $ — $ — U.S. Government bonds and notes 96,371 — 96,371 — Corporate notes, bonds and commercial paper 106,355 — 106,355 — Total available-for-sale securities $ 218,489 $ 15,763 $ 202,726 $ — Liabilities carried at fair value Earn-out consideration related to PLDA acquisition $ 14,800 $ — $ — $ 14,800 Total liabilities carried at fair value $ 14,800 $ — $ — $ 14,800 |
Fair value, liabilities measured on recurring basis, unobservable input reconciliation | The following table presents additional information about liabilities measured at fair value for which the Company utilizes Level 3 inputs to determine fair value, as of March 31, 2023 and 2022. Three Months Ended March 31, (In thousands) 2023 2022 Balance as of beginning of period $ 14,800 $ 16,900 Change in fair value of earn-out liability due to remeasurement 6,900 1,200 Balance as of end of period $ 21,700 $ 18,100 |
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, 2023 and December 31, 2022: As of March 31, 2023 As of December 31, 2022 (In thousands) Face Value Carrying Value Fair Value Face Value Carrying Value Fair Value 1.375% Convertible Senior Notes due 2023 (the “2023 Notes”) $ — $ — $ — $ 10,381 $ 10,378 $ 19,625 |
Leases (Tables)
Leases (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Leases [Abstract] | |
Lessee, operating lease liability, maturities and undiscounted cash flows | The table below reconciles the undiscounted cash flows for the first five years and total of the remaining years to the operating lease liabilities recorded on the unaudited condensed consolidated balance sheet as of March 31, 2023 (in thousands): Years ending December 31, Amount 2023 (remaining nine months) $ 4,459 2024 5,292 2025 5,360 2026 5,588 2027 4,750 Thereafter 12,999 Total minimum lease payments 38,448 Less: amount of lease payments representing interest (6,034) Present value of future minimum lease payments 32,414 Less: current obligations under leases (4,287) Long-term lease obligations $ 28,127 |
Convertible Notes (Tables)
Convertible Notes (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Debt Disclosure [Abstract] | |
Schedule of convertible notes | The Company’s convertible notes are shown in the following table: As of (In thousands) March 31, 2023 December 31, 2022 2023 Notes $ — $ 10,381 Unamortized debt issuance costs — 2023 Notes — (3) Total convertible notes — 10,378 Less current portion — 10,378 Total long-term convertible notes $ — $ — |
Schedule of interest expense on notes | Interest expense related to the convertible notes for the three months ended March 31, 2023 and 2022 was as follows: Three Months Ended March 31, (In thousands) 2023 2022 2023 Notes coupon interest at a rate of 1.375% $ 12 $ 316 2023 Notes amortization of debt issuance cost 3 105 Total interest expense on convertible notes $ 15 $ 421 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of material contractual obligations | As of March 31, 2023, the Company’s material contractual obligations were as follows: (In thousands) Total Remainder of 2023 2024 2025 2026 2027 Contractual obligations (1) (2) (3) Other contractual obligations $ 3,960 $ 3,360 $ 600 $ — $ — $ — Software licenses (4) 39,370 14,835 16,452 8,083 — — Acquisition retention bonuses (5) 5,364 2,507 2,507 350 — — Total $ 48,694 $ 20,702 $ 19,559 $ 8,433 $ — $ — _________________________________________ (1) The above table does not reflect possible payments in connection with unrecognized tax benefits of approximately $21.1 million, including $19.8 million recorded as a reduction of long-term deferred tax assets and $1.3 million in long-term income taxes payable as of March 31, 2023. As noted below in Note 13, “Income Taxes,” although it is possible that some of the unrecognized tax benefits could be settled within the next 12 months, the Company cannot reasonably estimate the outcome at this time. (2) For the Company’s lease commitments as of March 31, 2023, refer to Note 8, “Leases.” (3) During the three months ended March 31, 2023 , the Company paid upon maturity the remaining $10.4 million in aggregate principal amount of the 2023 Notes. Refer to Note 9, “Convertible Notes,” for additional information. (4) The Company has commitments with various software vendors for agreements generally having terms longer than one year. As of March 31, 2023, approximately $15.6 million of the fair value of the software licenses was included in other current liabilities and $19.1 million was included in other long-term liabilities, in the accompanying unaudited condensed consolidated balance sheet. (5) In connection with the acquisition of Hardent in the second quarter of 2022 and the acquisitions of AnalogX and PLDA in the third quarter of 2021, the Company is obligated to pay retention bonuses to certain employees subject to certain eligibility and acceleration provisions, including the condition of employment. |
Equity Incentive Plans and St_2
Equity Incentive Plans and Stock-Based Compensation (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Schedule of shares available for grant | A summary of shares available for grant under the Company’s plans is as follows: Shares Available for Grant Total shares available for grant as of December 31, 2022 7,655,769 Nonvested equity stock and stock units granted (1) (2) (1,915,751) Nonvested equity stock and stock units forfeited (1) 216,478 Total shares available for grant as of March 31, 2023 5,956,496 _________________________________________ (1) For purposes of determining the number of shares available for grant under the 2015 Plan against the maximum number of shares authorized, each restricted stock unit granted reduces the number of shares available for grant by 1.5 shares and each restricted stock unit forfeited increases shares available for grant by 1.5 shares. (2) Amount includes approximately 0.2 million shares that have been reserved for potential future issuance related to certain performance unit awards granted in the first quarter of 2023 and discussed under the section titled “Nonvested Equity Stock and Stock Units” below. |
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, 2023 and information regarding stock options outstanding, exercisable, and vested and expected to vest as of March 31, 2023. Options Outstanding (In thousands, except shares, per share amounts and years) Number of Shares Weighted- Average Exercise Price Per Share Weighted- Average Remaining Contractual Term (years) Aggregate Intrinsic Value Outstanding as of December 31, 2022 432,443 $ 11.60 Options exercised (80,841) $ 9.74 $ 3,356 Outstanding as of March 31, 2023 351,602 $ 12.03 3.44 $ 13,793 Vested or expected to vest at March 31, 2023 351,589 $ 12.03 3.44 $ 13,793 Options exercisable at March 31, 2023 339,935 $ 11.99 3.34 $ 13,351 |
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, 2023: Nonvested Equity Stock and Stock Units Shares Weighted- Average Grant-Date Fair Value Nonvested at December 31, 2022 4,718,060 $ 22.78 Granted 1,123,519 $ 45.84 Vested (1,402,672) $ 24.38 Forfeited (119,799) $ 25.19 Nonvested at March 31, 2023 4,319,108 $ 30.70 |
Revenue Recognition (Details)
Revenue Recognition (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Revenue from Contract with Customer [Abstract] | ||
Unbilled receivables | $ 112,983 | $ 150,920 |
Deferred revenue | $ 22,661 | $ 25,421 |
Revenue Recognition (Details 2)
Revenue Recognition (Details 2) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Revenue from Contract with Customer [Abstract] | ||
Contract balances, revenue recognized | $ 11.6 | $ 11.7 |
Revenue Recognition (Details 3)
Revenue Recognition (Details 3) $ in Millions | Mar. 31, 2023 USD ($) |
Revenue from Contract with Customer [Abstract] | |
Remaining performance obligations | $ 24.8 |
Remaining performance obligation, expected timing of satisfaction, start date: 2023-04-01 | |
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, 2023 | Mar. 31, 2022 | |
Numerator: | ||
Net income (loss) | $ 3,281 | $ (66,218) |
Denominator: | ||
Weighted-average common shares outstanding, basic (in shares) | 108,277 | 109,889 |
Effect of potentially dilutive common shares | 2,876 | 0 |
Denominator: | ||
Weighted-average common shares outstanding, diluted (in shares) | 111,153 | 109,889 |
Basic net income (loss) per share | $ 0.03 | $ (0.60) |
Diluted net income (loss) per share | $ 0.03 | $ (0.60) |
Earnings (Loss) Per Share (De_2
Earnings (Loss) Per Share (Details 2) shares in Thousands | 3 Months Ended |
Mar. 31, 2022 shares | |
Anti-dilutive shares excluded from calculation of earnings per share | |
Anti-dilutive shares excluded from calculation of earnings per share | 3,445 |
Stock options | |
Anti-dilutive shares excluded from calculation of earnings per share | |
Anti-dilutive shares excluded from calculation of earnings per share | 317 |
Restricted stock units | |
Anti-dilutive shares excluded from calculation of earnings per share | |
Anti-dilutive shares excluded from calculation of earnings per share | 2,263 |
Potentially issuable shares related to the in-the-money conversion feature of convertible notes | |
Anti-dilutive shares excluded from calculation of earnings per share | |
Anti-dilutive shares excluded from calculation of earnings per share | 824 |
Contingently issuable ESPP shares | |
Anti-dilutive shares excluded from calculation of earnings per share | |
Anti-dilutive shares excluded from calculation of earnings per share | 41 |
Earnings (Loss) Per Share (De_3
Earnings (Loss) Per Share (Details 3) - USD ($) $ in Thousands, shares in Millions | 3 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | |
Anti-dilutive shares excluded from calculation of earnings per share | |||
Payments for settlement and repurchase of convertible senior notes | $ 10,381 | $ 174,454 | |
Convertible senior notes | 1.375% Convertible senior notes due 2023 | |||
Anti-dilutive shares excluded from calculation of earnings per share | |||
Payments for settlement and repurchase of convertible senior notes | 10,400 | ||
Face value | $ 0 | $ 10,381 | |
Issuance of common stock in connection with the maturity of the convertible senior notes related to the settlement of the in-the-money conversion feature of the convertible senior notes (in shares) | 0.3 |
Intangible Assets and Goodwil_2
Intangible Assets and Goodwill (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2023 USD ($) | |
Goodwill | |
Beginning balance | $ 292,040 |
Adjustments to goodwill | 0 |
Ending balance | $ 292,040 |
Intangible Assets and Goodwil_3
Intangible Assets and Goodwill (Details 2) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Gross carrying amount | $ 313,810 | |
Accumulated impairment losses | (21,770) | |
Net carrying amount | $ 292,040 | $ 292,040 |
Intangible Assets and Goodwil_4
Intangible Assets and Goodwill (Details 3) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Components of intangible assets | ||
Intangible assets, gross | $ 349,421 | $ 349,421 |
Accumulated amortization | (302,485) | (298,541) |
Finite-lived intangible assets | 35,736 | |
In-process research and development | 11,200 | |
Intangible assets, net | 46,936 | 50,880 |
In-process research and development | ||
Components of intangible assets | ||
In-process research and development | 11,200 | 11,200 |
Existing technology | ||
Components of intangible assets | ||
Gross carrying amount | 299,925 | 299,925 |
Accumulated amortization | (265,311) | (261,708) |
Finite-lived intangible assets | $ 34,614 | $ 38,217 |
Existing technology | Minimum | ||
Components of intangible assets | ||
Useful life (in years) | 3 years | 3 years |
Existing technology | Maximum | ||
Components of intangible assets | ||
Useful life (in years) | 10 years | 10 years |
Customer contracts and contractual relationships | ||
Components of intangible assets | ||
Gross carrying amount | $ 37,996 | $ 37,996 |
Accumulated amortization | (36,874) | (36,533) |
Finite-lived intangible assets | $ 1,122 | $ 1,463 |
Customer contracts and contractual relationships | Minimum | ||
Components of intangible assets | ||
Useful life (in years) | 6 months | 6 months |
Customer contracts and contractual relationships | Maximum | ||
Components of intangible assets | ||
Useful life (in years) | 10 years | 10 years |
Non-compete agreements and trademarks | ||
Components of intangible assets | ||
Gross carrying amount | $ 300 | $ 300 |
Accumulated amortization | (300) | (300) |
Finite-lived intangible assets | $ 0 | $ 0 |
Useful life (in years) | 3 years | 3 years |
Intangible Assets and Goodwil_5
Intangible Assets and Goodwill (Details 4) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Amortization of intangible assets | $ 3,944 | $ 3,786 |
Intangible Assets and Goodwil_6
Intangible Assets and Goodwill (Details 5) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Estimated future amortization expense of intangible assets | ||
2023 (remaining nine months) | $ 11,490 | |
2024 | 12,722 | |
2025 | 6,683 | |
2026 | 4,365 | |
2027 | 476 | |
Thereafter | 0 | |
Finite-lived intangible assets | 35,736 | |
In-process research and development | 11,200 | |
Intangible assets, net | $ 46,936 | $ 50,880 |
Segment Information (Details)
Segment Information (Details) - Customer concentration risk - Accounts receivable | Mar. 31, 2023 | Dec. 31, 2022 |
Customer 1 | ||
Concentration risk | ||
Accounts receivable from major customer as a percentage of total accounts receivable | 25% | 16% |
Customer 2 | ||
Concentration risk | ||
Accounts receivable from major customer as a percentage of total accounts receivable | 11% | 23% |
Customer 3 | ||
Concentration risk | ||
Accounts receivable from major customer as a percentage of total accounts receivable | 14% |
Segment Information (Details 2)
Segment Information (Details 2) - Customer concentration risk - Revenue | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Customer A | ||
Concentration risk | ||
Revenue from major customer as a percentage of total revenue | 19% | 25% |
Customer B | ||
Concentration risk | ||
Revenue from major customer as a percentage of total revenue | 16% | |
Customer C | ||
Concentration risk | ||
Revenue from major customer as a percentage of total revenue | 11% | |
Customer D | ||
Concentration risk | ||
Revenue from major customer as a percentage of total revenue | 11% | 14% |
Segment Information (Details 3)
Segment Information (Details 3) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Major customer disclosure | ||
Revenue | $ 113,762 | $ 99,050 |
USA | ||
Major customer disclosure | ||
Revenue | 63,656 | 55,684 |
South Korea | ||
Major customer disclosure | ||
Revenue | 14,144 | 1,465 |
Asia-Other | ||
Major customer disclosure | ||
Revenue | 12,704 | 17,792 |
Singapore | ||
Major customer disclosure | ||
Revenue | 11,328 | 14,045 |
Taiwan | ||
Major customer disclosure | ||
Revenue | 6,509 | 4,960 |
Japan | ||
Major customer disclosure | ||
Revenue | 2,415 | 3,535 |
Europe | ||
Major customer disclosure | ||
Revenue | 1,753 | 1,564 |
Canada | ||
Major customer disclosure | ||
Revenue | $ 1,253 | $ 5 |
Marketable Securities (Details)
Marketable Securities (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Dec. 31, 2022 | |
Cash equivalents and marketable securities | ||
Maximum maturity period of available-for-sale securities (in years) | 3 years | |
Fair value | $ 209,345 | $ 218,489 |
Amortized cost | 211,738 | 222,105 |
Gross unrealized gains | 20 | 8 |
Gross unrealized losses | (2,413) | (3,624) |
Cash, cash equivalents and marketable securities | ||
Cash, fair value | 82,792 | 94,737 |
Cash, amortized cost | 82,792 | 94,737 |
Fair value | 292,137 | 313,226 |
Amortized cost | 294,530 | 316,842 |
Gross unrealized gains | 20 | 8 |
Gross unrealized losses | (2,413) | (3,624) |
Money market funds | ||
Cash equivalents and marketable securities | ||
Fair value | 13,089 | 15,763 |
Amortized cost | 13,089 | 15,763 |
Gross unrealized gains | 0 | 0 |
Gross unrealized losses | $ 0 | $ 0 |
Weighted rate of return (as a percentage) | 3.80% | 2.63% |
Time deposits | ||
Cash equivalents and marketable securities | ||
Fair value | $ 9,646 | |
Amortized cost | 9,646 | |
Gross unrealized gains | 0 | |
Gross unrealized losses | $ 0 | |
Weighted rate of return (as a percentage) | 6.98% | |
U.S. Government bonds and notes | ||
Cash equivalents and marketable securities | ||
Fair value | $ 96,250 | $ 96,371 |
Amortized cost | 97,469 | 98,250 |
Gross unrealized gains | 16 | 1 |
Gross unrealized losses | $ (1,235) | $ (1,880) |
Weighted rate of return (as a percentage) | 2.37% | 1.73% |
Corporate notes, bonds and commercial paper | ||
Cash equivalents and marketable securities | ||
Fair value | $ 90,360 | $ 106,355 |
Amortized cost | 91,534 | 108,092 |
Gross unrealized gains | 4 | 7 |
Gross unrealized losses | $ (1,178) | $ (1,744) |
Weighted rate of return (as a percentage) | 2.31% | 2.59% |
Marketable Securities (Details
Marketable Securities (Details 2) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Debt securities, available-for-sale | ||
Fair value | $ 209,345 | $ 218,489 |
Cash, fair value | 82,792 | 94,737 |
Cash, cash equivalents and marketable securities, fair value | 292,137 | 313,226 |
Cash equivalents | ||
Debt securities, available-for-sale | ||
Fair value | 17,084 | 30,597 |
Marketable securities | ||
Debt securities, available-for-sale | ||
Fair value | $ 192,261 | $ 187,892 |
Marketable Securities (Detail_2
Marketable Securities (Details 3) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Debt securities, available-for-sale | ||
Less than 12 months, fair value | $ 59,550 | $ 74,431 |
Less than 12 months, gross unrealized losses | (50) | (58) |
12 months or greater, fair value | 102,177 | 112,147 |
12 months or greater, gross unrealized losses | (2,363) | (3,566) |
Fair value | 161,727 | 186,578 |
Gross unrealized losses | (2,413) | (3,624) |
U.S. Government bonds and notes | ||
Debt securities, available-for-sale | ||
Less than 12 months, fair value | 30,240 | 28,893 |
Less than 12 months, gross unrealized losses | (26) | (23) |
12 months or greater, fair value | 52,211 | 62,588 |
12 months or greater, gross unrealized losses | (1,209) | (1,857) |
Corporate notes, bonds and commercial paper | ||
Debt securities, available-for-sale | ||
Less than 12 months, fair value | 29,310 | 45,538 |
Less than 12 months, gross unrealized losses | (24) | (35) |
12 months or greater, fair value | 49,966 | 49,559 |
12 months or greater, gross unrealized losses | $ (1,154) | $ (1,709) |
Marketable Securities (Detail_3
Marketable Securities (Details 4) $ in Thousands | Mar. 31, 2023 USD ($) |
Contractual maturities | |
Contractual maturities, fair value, due less than one year | $ 170,602 |
Contractual maturities, fair value, due from one year through three years | 25,654 |
Contractual maturities, fair value | $ 196,256 |
Fair Value of Financial Instr_3
Fair Value of Financial Instruments (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Assets carried at fair value | ||
Fair value | $ 209,345 | $ 218,489 |
Money market funds | ||
Assets carried at fair value | ||
Fair value | 13,089 | 15,763 |
Time deposits | ||
Assets carried at fair value | ||
Fair value | 9,646 | |
U.S. Government bonds and notes | ||
Assets carried at fair value | ||
Fair value | 96,250 | 96,371 |
Corporate notes, bonds and commercial paper | ||
Assets carried at fair value | ||
Fair value | 90,360 | 106,355 |
Recurring basis | ||
Assets carried at fair value | ||
Total assets carried at fair value | 209,345 | 218,489 |
Liabilities carried at fair value | ||
Earn-out consideration related to PLDA acquisition | 21,700 | 14,800 |
Total liabilities carried at fair value | 21,700 | 14,800 |
Recurring basis | Money market funds | ||
Assets carried at fair value | ||
Fair value | 13,089 | 15,763 |
Recurring basis | Time deposits | ||
Assets carried at fair value | ||
Fair value | 9,646 | |
Recurring basis | U.S. Government bonds and notes | ||
Assets carried at fair value | ||
Fair value | 96,250 | 96,371 |
Recurring basis | Corporate notes, bonds and commercial paper | ||
Assets carried at fair value | ||
Fair value | 90,360 | 106,355 |
Recurring basis | Quoted market prices in active markets (Level 1) | ||
Assets carried at fair value | ||
Total assets carried at fair value | 13,089 | 15,763 |
Liabilities carried at fair value | ||
Earn-out consideration related to PLDA acquisition | 0 | 0 |
Total liabilities carried at fair value | 0 | 0 |
Recurring basis | Quoted market prices in active markets (Level 1) | Money market funds | ||
Assets carried at fair value | ||
Fair value | 13,089 | 15,763 |
Recurring basis | Quoted market prices in active markets (Level 1) | Time deposits | ||
Assets carried at fair value | ||
Fair value | 0 | |
Recurring basis | Quoted market prices in active markets (Level 1) | U.S. Government bonds and notes | ||
Assets carried at fair value | ||
Fair value | 0 | 0 |
Recurring basis | Quoted market prices in active markets (Level 1) | Corporate notes, bonds and commercial paper | ||
Assets carried at fair value | ||
Fair value | 0 | 0 |
Recurring basis | Significant other observable inputs (Level 2) | ||
Assets carried at fair value | ||
Total assets carried at fair value | 196,256 | 202,726 |
Liabilities carried at fair value | ||
Earn-out consideration related to PLDA acquisition | 0 | 0 |
Total liabilities carried at fair value | 0 | 0 |
Recurring basis | Significant other observable inputs (Level 2) | Money market funds | ||
Assets carried at fair value | ||
Fair value | 0 | 0 |
Recurring basis | Significant other observable inputs (Level 2) | Time deposits | ||
Assets carried at fair value | ||
Fair value | 9,646 | |
Recurring basis | Significant other observable inputs (Level 2) | U.S. Government bonds and notes | ||
Assets carried at fair value | ||
Fair value | 96,250 | 96,371 |
Recurring basis | Significant other observable inputs (Level 2) | Corporate notes, bonds and commercial paper | ||
Assets carried at fair value | ||
Fair value | 90,360 | 106,355 |
Recurring basis | Significant unobservable inputs (Level 3) | ||
Assets carried at fair value | ||
Total assets carried at fair value | 0 | 0 |
Liabilities carried at fair value | ||
Earn-out consideration related to PLDA acquisition | 21,700 | 14,800 |
Total liabilities carried at fair value | 21,700 | 14,800 |
Recurring basis | Significant unobservable inputs (Level 3) | Money market funds | ||
Assets carried at fair value | ||
Fair value | 0 | 0 |
Recurring basis | Significant unobservable inputs (Level 3) | Time deposits | ||
Assets carried at fair value | ||
Fair value | 0 | |
Recurring basis | Significant unobservable inputs (Level 3) | U.S. Government bonds and notes | ||
Assets carried at fair value | ||
Fair value | 0 | 0 |
Recurring basis | Significant unobservable inputs (Level 3) | Corporate notes, bonds and commercial paper | ||
Assets carried at fair value | ||
Fair value | $ 0 | $ 0 |
Fair Value of Financial Instr_4
Fair Value of Financial Instruments (Details 2) - Earn-out liability - Significant unobservable inputs (Level 3) - Recurring basis - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Fair value, assets measured on recurring basis, unobservable input reconciliation, rollforward | ||
Balance as of beginning of period | $ 14,800 | $ 16,900 |
Change in fair value of earn-out liability due to remeasurement | 6,900 | 1,200 |
Balance as of end of period | $ 21,700 | $ 18,100 |
Fair Value of Financial Instr_5
Fair Value of Financial Instruments (Details 3) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Debt instrument | ||
Carrying value | $ 0 | $ 10,378 |
Convertible senior notes | 1.375% Convertible senior notes due 2023 | ||
Debt instrument | ||
Face value | 0 | 10,381 |
Carrying value | 0 | 10,378 |
Fair value | $ 0 | $ 19,625 |
Fair Value of Financial Instr_6
Fair Value of Financial Instruments (Details Textual) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | |
Equity security without readily determinable fair value | |||
Payments for settlement and repurchase of convertible senior notes | $ 10,381 | $ 174,454 | |
Convertible senior notes | 1.375% Convertible senior notes due 2023 | |||
Equity security without readily determinable fair value | |||
Payments for settlement and repurchase of convertible senior notes | 10,400 | ||
Face value | $ 0 | $ 10,381 | |
Private company | |||
Equity security without readily determinable fair value | |||
Equity method investment, ownership percentage | 25% | 25% | |
Private company | Other assets | |||
Equity security without readily determinable fair value | |||
Equity method investment | $ 100 | $ 500 | |
Recurring basis | Significant unobservable inputs (Level 3) | Earn-out liability | |||
Equity security without readily determinable fair value | |||
Change in fair value of earn-out liability due to remeasurement | $ 6,900 | $ 1,200 |
Leases, Operating Lease Maturit
Leases, Operating Lease Maturities (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Leases [Abstract] | ||
2023 (remaining nine months) | $ 4,459 | |
2024 | 5,292 | |
2025 | 5,360 | |
2026 | 5,588 | |
2027 | 4,750 | |
Thereafter | 12,999 | |
Total minimum lease payments | 38,448 | |
Less: amount of lease payments representing interest | (6,034) | |
Present value of future minimum lease payments | 32,414 | |
Operating lease liabilities | 4,287 | $ 5,024 |
Long-term operating lease liabilities | $ 28,127 | $ 29,079 |
Leases, Additional Details (Det
Leases, Additional Details (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Lessee, lease, description | ||
Operating lease, weighted-average remaining lease term | 7 years | |
Operating lease, weighted-average discount rate (as a percentage) | 5.40% | |
Operating lease costs | $ 1.9 | $ 1.9 |
Operating lease payments | $ 2.2 | $ 2.3 |
Minimum | ||
Lessee, lease, description | ||
Lessee, operating lease, remaining lease term | 1 year | |
Maximum | ||
Lessee, lease, description | ||
Lessee, operating lease, remaining lease term | 8 years |
Convertible Notes (Details)
Convertible Notes (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Debt instrument | ||
Total convertible notes | $ 0 | $ 10,378 |
Convertible senior notes | 1.375% Convertible senior notes due 2023 | ||
Debt instrument | ||
Face value | 0 | 10,381 |
Unamortized debt issuance costs | 0 | (3) |
Total convertible notes | 0 | 10,378 |
Less current portion | 0 | 10,378 |
Total long-term convertible notes | $ 0 | $ 0 |
Convertible Notes (Details 2)
Convertible Notes (Details 2) - Convertible senior notes - 1.375% Convertible senior notes due 2023 - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Interest expense related to notes | ||
Convertible notes, stated interest rate (as a percentage) | 1.375% | 1.375% |
Coupon interest expense | $ 12 | $ 316 |
Amortization of debt issuance costs | 3 | 105 |
Interest Expense, Other Long-Term Debt | $ 15 | $ 421 |
Convertible Notes (Details Text
Convertible Notes (Details Textual) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | |
Debt instrument | |||
Payments for settlement and repurchase of convertible senior notes | $ 10,381 | $ 174,454 | |
Payments for settlement of warrants | (10,697) | (55,148) | |
Loss on fair value adjustment of derivatives, net | $ 240 | $ 8,283 | |
Common stock | |||
Debt instrument | |||
Issuance of common stock in connection with the maturity of the convertible senior notes related to the settlement of the in-the-money conversion feature of the convertible senior notes (in shares) | 284 | ||
Exercise of the convertible senior note hedges in conjunction with the conversion of convertible senior notes (in shares) | (284) | ||
Convertible senior notes | 1.375% Convertible senior notes due 2023 | |||
Debt instrument | |||
Payments for settlement and repurchase of convertible senior notes | $ 10,400 | ||
Face value | $ 0 | $ 10,381 | |
Issuance of common stock in connection with the maturity of the convertible senior notes related to the settlement of the in-the-money conversion feature of the convertible senior notes (in shares) | 300 |
Commitments and Contingencies_2
Commitments and Contingencies (Details) - USD ($) $ in Thousands | 3 Months Ended | |||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | ||
Contractual obligations | ||||
Remainder of 2023 | [1],[2],[3] | $ 20,702 | ||
2024 | [1],[2],[3] | 19,559 | ||
2025 | [1],[2],[3] | 8,433 | ||
2026 | [1],[2],[3] | 0 | ||
2027 | [1],[2],[3] | 0 | ||
Total contractual obligation | [1],[2],[3] | 48,694 | ||
Unrecognized tax benefit excluding foreign tax withholdings | 21,100 | |||
Unrecognized tax benefits | 169,900 | $ 164,500 | ||
Payments for settlement and repurchase of convertible senior notes | 10,381 | $ 174,454 | ||
Convertible senior notes | 1.375% Convertible senior notes due 2023 | ||||
Contractual obligations | ||||
Payments for settlement and repurchase of convertible senior notes | 10,400 | |||
Face value | 0 | 10,381 | ||
Long-term deferred tax assets | ||||
Contractual obligations | ||||
Unrecognized tax benefits | 19,800 | 19,600 | ||
Long-term income taxes payable | ||||
Contractual obligations | ||||
Unrecognized tax benefits | 1,300 | $ 1,300 | ||
Other contractual obligations | ||||
Contractual obligations | ||||
Remainder of 2023 | [1],[2],[3] | 3,360 | ||
2024 | [1],[2],[3] | 600 | ||
2025 | [1],[2],[3] | 0 | ||
2026 | [1],[2],[3] | 0 | ||
2027 | [1],[2],[3] | 0 | ||
Total contractual obligation | [1],[2],[3] | 3,960 | ||
Software licenses | ||||
Contractual obligations | ||||
Remainder of 2023 | [1],[2],[3],[4] | 14,835 | ||
2024 | [1],[2],[3],[4] | 16,452 | ||
2025 | [1],[2],[3],[4] | 8,083 | ||
2026 | [1],[2],[3],[4] | 0 | ||
2027 | [1],[2],[3],[4] | 0 | ||
Total contractual obligation | [1],[2],[3],[4] | $ 39,370 | ||
Terms of noncancellable license agreements, minimum (in years) | 1 year | |||
Software licenses | Engineering development tools | Other current liabilities | ||||
Contractual obligations | ||||
Total contractual obligation | $ 15,600 | |||
Software licenses | Engineering development tools | Other long-term liabilities | ||||
Contractual obligations | ||||
Total contractual obligation | 19,100 | |||
Acquisition retention bonuses | ||||
Contractual obligations | ||||
Remainder of 2023 | [1],[2],[3],[5] | 2,507 | ||
2024 | [1],[2],[3],[5] | 2,507 | ||
2025 | [1],[2],[3],[5] | 350 | ||
2026 | [1],[2],[3],[5] | 0 | ||
2027 | [1],[2],[3],[5] | 0 | ||
Total contractual obligation | [1],[2],[3],[5] | $ 5,364 | ||
[1] During the three months ended March 31, 2023 , the Company paid upon maturity the remaining $10.4 million in aggregate principal amount of the 2023 Notes. Refer to Note 9, “Convertible Notes,” for additional information. |
Equity Incentive Plans and St_3
Equity Incentive Plans and Stock-Based Compensation (Details) | 3 Months Ended | |
Mar. 31, 2023 shares | ||
Stock compensation plan | ||
Shares available for grant | ||
Shares available as of beginning of period | 7,655,769 | |
Nonvested equity stock and stock units granted (in shares) | (1,915,751) | [1],[2] |
Nonvested equity stock and stock units forfeited (in shares) | 216,478 | [2] |
Shares available as of end of period | 5,956,496 | |
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) | 200,000 | |
[1]Amount includes approximately 0.2 million shares that have been reserved for potential future issuance related to certain performance unit awards granted in the first quarter of 2023 and discussed under the section titled “Nonvested Equity Stock and Stock Units” below.[2]For purposes of determining the number of shares available for grant under the 2015 Plan against the maximum number of shares authorized, each restricted stock unit granted reduces the number of shares available for grant by 1.5 shares and each restricted stock unit forfeited increases shares available for grant by 1.5 shares. |
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, 2023 USD ($) $ / shares shares | |
Number of shares | |
Outstanding as of beginning of period | shares | 432,443 |
Options exercised | shares | (80,841) |
Outstanding as of end of period | shares | 351,602 |
Vested or expected to vest as of end of period | shares | 351,589 |
Options exercisable as of end of period | shares | 339,935 |
Weighted-average exercise price | |
Outstanding as of beginning of period | $ / shares | $ 11.60 |
Options exercised | $ / shares | 9.74 |
Outstanding as of end of period | $ / shares | 12.03 |
Vested or expected to vest as of end of period | $ / shares | 12.03 |
Options exercisable as of end of period | $ / shares | $ 11.99 |
Weighted-average remaining contractual term (in years) | |
Outstanding | 3 years 5 months 8 days |
Vested or expected to vest | 3 years 5 months 8 days |
Options exercisable | 3 years 4 months 2 days |
Aggregate intrinsic value | |
Outstanding | $ | $ 13,793 |
Vested or expected to vest | $ | 13,793 |
Options exercisable | $ | 13,351 |
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Exercises in Period, Intrinsic Value | $ | $ 3,356 |
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, 2023 | Mar. 31, 2022 | |
Nonvested equity stock and stock units | ||
Nonvested as of beginning of period (in shares) | 4,718,060 | |
Granted (in shares) | 1,123,519 | 1,600,000 |
Vested (in shares) | (1,402,672) | |
Forfeited (in shares) | (119,799) | |
Nonvested as of end of period (in shares) | 4,319,108 | |
Weighted-average grant-date fair value | ||
Nonvested as of beginning of period (in dollars per share) | $ 22.78 | |
Granted (in dollars per share) | 45.84 | |
Vested (in dollars per share) | 24.38 | |
Forfeited (in dollars per share) | 25.19 | |
Nonvested as of end of period (in dollars per share) | $ 30.70 |
Equity Incentive Plans and St_6
Equity Incentive Plans and Stock-Based Compensation (Details Textual) - USD ($) $ in Millions | 3 Months Ended | |||
Apr. 27, 2023 | Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | |
Stock compensation plan | ||||
Stock-based compensation | ||||
Shares available for issuance | 5,956,496 | 7,655,769 | ||
Stock compensation plan | 2015 Equity Incentive Plan | Subsequent event | ||||
Stock-based compensation | ||||
Number of additional shares authorized | 5,210,000 | |||
Contingently issuable ESPP shares | ||||
Stock-based compensation | ||||
Shares available for issuance | 2,600,000 | |||
Discount from the fair market value (as a percentage) | 15% | |||
Stock-based compensation expense | $ 0.6 | $ 0.5 | ||
Unrecognized compensation cost | $ 0.2 | |||
Unrecognized compensation cost, weighted-average period | 1 month | |||
Options | ||||
Stock-based compensation | ||||
Unrecognized compensation cost | $ 0.1 | |||
Unrecognized compensation cost, weighted-average period | 6 months | |||
Nonvested equity stock units and stock units | ||||
Stock-based compensation | ||||
Stock-based compensation expense | $ 12.5 | $ 7.3 | ||
Unrecognized compensation cost | $ 98.5 | |||
Unrecognized compensation cost, weighted-average period | 2 years 7 months 6 days | |||
Awards, nonvested grants in period, shares | 1,123,519 | 1,600,000 | ||
Requisite service period | 4 years | 4 years | ||
Awards, nonvested grants in period, fair value | $ 52.7 | $ 44.6 | ||
Nonvested equity stock units and stock units | Director | ||||
Stock-based compensation | ||||
Requisite service period | 1 year | 1 year | ||
Nonvested equity stock units and stock units | Minimum | ||||
Stock-based compensation | ||||
Awards, vesting rights (as a percentage) | 0% | 0% | ||
Nonvested equity stock units and stock units | Maximum | ||||
Stock-based compensation | ||||
Awards, vesting rights (as a percentage) | 200% | 200% |
Stockholders' Equity (Details)
Stockholders' Equity (Details) - 2020 Share repurchase program - shares | Mar. 31, 2023 | Oct. 29, 2020 |
Class of stock | ||
Total number of shares authorized to be repurchased under the program | 20,000,000 | |
Remaining number of shares authorized to be repurchased | 9,700,000 |
Stockholders' Equity (Details 2
Stockholders' Equity (Details 2) - 2022 Accelerated share repurchase program - USD ($) shares in Millions, $ in Millions | 3 Months Ended | |
Dec. 31, 2022 | Sep. 30, 2022 | |
Accelerated share repurchases | ||
Accelerated share repurchase program, upfront payment | $ 100 | |
Repurchase and retirement of common stock under repurchase program (in shares) | (0.1) | (3.1) |
Repurchase and retirement of common stock under repurchase program | $ (80) | |
Remaining initial payment, unsettled forward contract indexed to Company's stock | $ 20 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Income Tax Disclosure [Abstract] | ||
Provision for income taxes | $ 201 | $ 514 |
Income taxes paid | $ 5,400 | $ 5,000 |
Income Taxes (Details 2)
Income Taxes (Details 2) - USD ($) $ in Millions | Mar. 31, 2023 | Dec. 31, 2022 |
Valuation allowance | ||
Unrecognized tax benefits | $ 169.9 | $ 164.5 |
Portion of unrecognized tax benefits, which if recognized, would be recorded as an income tax benefit | 150.1 | |
Long-term deferred tax assets | ||
Valuation allowance | ||
Unrecognized tax benefits | 19.8 | 19.6 |
Other assets | Foreign tax authority | National Tax Services | ||
Valuation allowance | ||
Unrecognized tax benefits | 148.8 | 143.6 |
Long-term income taxes payable | ||
Valuation allowance | ||
Unrecognized tax benefits | $ 1.3 | $ 1.3 |
Derivative Instruments and He_2
Derivative Instruments and Hedging Activities (Details) - Mar. 31, 2023 € in Millions, $ in Millions | EUR (€) | USD ($) |
Not designated as hedging instrument | Foreign currency forward contract | Euro | ||
Derivative instruments and hedging activities disclosures | ||
Derivative, notional amount | € 9.1 | $ 9.7 |