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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________________________
FORM 10-Q
_______________________________
(Mark One)
☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2023
OR
☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission File Number: 000-22339
_______________________________
RAMBUS INC.
(Exact name of registrant as specified in its charter)
_______________________________
| | | | | | | | |
| Delaware | | 94-3112828 |
| (State or other jurisdiction of incorporation or organization) | | (I.R.S. Employer Identification No.) |
| | | | | | | | | | | | | | |
| 4453 North First Street | | |
| Suite 100 | | |
| San Jose | , | California | | 95134 |
| (Address of principal executive offices) | | (ZIP Code) |
Registrant’s telephone number, including area code:
(408) 462-8000
________________________________________
Securities registered pursuant to Section 12(b) of the Act:
| | | | | | | | |
| Title of Each Class | Trading Symbol | Name of Each Exchange on Which Registered |
| Common Stock, $.001 Par Value | RMBS | The Nasdaq Stock Market LLC |
| | (The Nasdaq Global Select Market) |
Securities registered pursuant to Section 12(g) of the Act:
None
________________________________________
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| | | | | | | | | | | | | | |
| Large accelerated filer | ☒ | | Accelerated filer | ☐ |
| | | | |
| Non-accelerated filer | ☐ | | Smaller reporting company | ☐ |
| | | | |
| Emerging growth company | ☐ | | | |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange
Act). Yes ☐ No ☒
The number of shares outstanding of the registrant’s Common Stock, par value $.001 per share, was 107,509,241 as of September 30, 2023.
RAMBUS INC.
TABLE OF CONTENTS
NOTE REGARDING FORWARD-LOOKING STATEMENTS
This Quarterly Report on Form 10-Q (“Quarterly Report”) contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These forward-looking statements include, without limitation, predictions regarding the following aspects of our future:
•Success in the markets of our products and services or our customers’ products;
•Sources of competition;
•Research and development costs and improvements in technology;
•Sources, amounts and concentration of revenue, including royalties;
•Success in signing and renewing customer agreements, including license agreements;
•The timing of completing engineering deliverables and the changes to work required;
•Success in obtaining new technology development contracts booked in the future;
•Success in adding and maintaining new customers;
•Success in obtaining orders from our customers, and our ability to meet our customers’ demands;
•Success in entering and growth in new markets;
•Levels of variation in our customers’ reported shipment volumes, sales prices, and product mix;
•Variation in contract and other revenue, based on varying revenue recognized from contract and other revenue;
•Implications of short-term or long-term increases in our research and development expenses;
•Short-term increases in cost of product revenue;
•Variation in our sales, general and administrative expenses;
•Terms of our licenses and amounts owed under license agreements;
•Technology product development;
•Perceived or actual changes in the quality of our products;
•Dispositions, acquisitions, mergers or strategic transactions and our related integration efforts;
•Impairment of goodwill and long-lived assets;
•Pricing policies of our customers;
•Changes in our strategy and business model, including the expansion of our portfolio of inventions, products, software, services and solutions to address additional markets in memory, chip and security;
•Deterioration of financial health of commercial counterparties and their ability to meet their obligations to us;
•Effects of security breaches or failures in our or our customers’ products and services on our business;
•Engineering, sales, legal, advertising, marketing, general and administration, and other expenses;
•Contract revenue;
•Operating results;
•Continued product revenue growth, specifically in connection with the growth in sales of our memory interface chips;
•International licenses, operations and expansion;
•Effects of changes in the economy and credit market on our industry and business;
•Effects of natural disasters, climate change, and extreme weather events on our supply chain;
•Ability to identify, attract, motivate and retain qualified personnel;
•Effects of government regulations on our industry and business;
•Manufacturing, shipping and supply partners, supply chain availability and/or sale and distribution channels;
•Growth in our business;
•Methods, estimates and judgments in accounting policies;
•Adoption of new accounting pronouncements;
•Effective tax rates, including as a result of recent U.S. tax legislation;
•Restructurings and plans of termination;
•Realization of deferred tax assets/release of deferred tax valuation allowance;
•Trading price of our common stock;
•Internal control environment;
•Protection of intellectual property (“IP”);
•Any changes in laws, agency actions and judicial rulings that may impact the ability to enforce our IP rights;
•Indemnification and technical support obligations;
•Equity repurchase programs;
•Issuances of debt or equity securities, which could involve restrictive covenants or be dilutive to our existing stockholders;
•Effects of fluctuations in interest rates and currency exchange rates;
•Effects of a rising rate of inflation;
•Effects of U.S. government restrictions on exports with China;
•Effects of current and future uncertainty in the worldwide economy, including major central bank policies and worldwide changes in credit markets;
•Effects of changes in macroeconomic conditions, increased risk of recession, and geopolitical issues;
•Management of supply chain risks; and
•Outcome and effect of potential future IP litigation and other significant litigation.
You can identify these and other forward-looking statements by the use of words such as “may,” “future,” “shall,” “should,” “expects,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” “intends,” “potential,” “continue,” “projecting” or the negative of such terms, or other comparable terminology. Forward-looking statements also include the assumptions underlying or relating to any of the foregoing statements.
Actual results could differ materially from those anticipated in these forward-looking statements as a result of various factors, including those set forth under Part II, Item 1A, “Risk Factors.” All forward-looking statements included in this document are based on our assessment of information available to us at this time. We assume no obligation to update any forward-looking statements.
PART I—FINANCIAL INFORMATION
Item 1. Financial Statements
RAMBUS INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
| | | | | | | | | | | | | | |
| (In thousands, except shares and par value) | | September 30,
2023 | | December 31,
2022 |
| ASSETS | | | | |
| Current assets: | | | | |
| Cash and cash equivalents | | $ | 131,957 | | | $ | 125,334 | |
| Marketable securities | | 243,588 | | | 187,892 | |
| Accounts receivable | | 65,101 | | | 55,368 | |
| Unbilled receivables | | 64,252 | | | 125,698 | |
| Inventories | | 34,615 | | | 20,900 | |
| | | | |
| Prepaids and other current assets | | 11,112 | | | 12,022 | |
| | | | |
| Total current assets | | 550,625 | | | 527,214 | |
| Intangible assets, net | | 32,015 | | | 50,880 | |
| Goodwill | | 286,812 | | | 292,040 | |
| Property, plant and equipment, net | | 73,466 | | | 86,255 | |
| Operating lease right-of-use assets | | 20,964 | | | 24,143 | |
| Unbilled receivables | | 3,479 | | | 25,222 | |
| Deferred tax assets | | 131,020 | | | 3,031 | |
| Income taxes receivable | | 84,487 | | | 1,064 | |
| Other assets | | 1,463 | | | 2,745 | |
| Total assets | | $ | 1,184,331 | | | $ | 1,012,594 | |
LIABILITIES & STOCKHOLDERS’ EQUITY | | | | |
| Current liabilities: | | | | |
| Accounts payable | | $ | 15,682 | | | $ | 24,815 | |
| Accrued salaries and benefits | | 13,076 | | | 20,502 | |
| | | | |
| Convertible notes | | — | | | 10,378 | |
| Deferred revenue | | 17,459 | | | 23,861 | |
| | | | |
| Income taxes payable | | 8,638 | | | 18,137 | |
| Operating lease liabilities | | 4,174 | | | 5,024 | |
| | | | |
| Other current liabilities | | 25,167 | | | 23,992 | |
| Total current liabilities | | 84,196 | | | 126,709 | |
| | | | |
| | | | |
| Long-term operating lease liabilities | | 26,117 | | | 29,079 | |
| Long-term income taxes payable | | 77,655 | | | 5,892 | |
| Deferred tax liabilities | | 5,819 | | | 24,964 | |
| Other long-term liabilities | | 34,978 | | | 46,653 | |
| Total liabilities | | 228,765 | | | 233,297 | |
Commitments and contingencies (Notes 8, 10 and 14) | | | | |
| Stockholders’ equity: | | | | |
Convertible preferred stock, $0.001 par value: | | | | |
Authorized: 5,000,000 shares; issued and outstanding: no shares at September 30, 2023 and December 31, 2022 | | — | | | — | |
Common stock, $0.001 par value: | | | | |
Authorized: 500,000,000 shares; issued and outstanding: 107,509,241 shares at September 30, 2023 and 107,610,356 shares at December 31, 2022 | | 108 | | | 108 | |
| Additional paid-in capital | | 1,301,905 | | | 1,297,408 | |
| Accumulated deficit | | (344,079) | | | (513,256) | |
| Accumulated other comprehensive loss | | (2,368) | | | (4,963) | |
| Total stockholders’ equity | | 955,566 | | | 779,297 | |
| Total liabilities and stockholders’ equity | | $ | 1,184,331 | | | $ | 1,012,594 | |
Refer to Notes to Unaudited Condensed Consolidated Financial Statements
RAMBUS INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Three Months Ended | | Nine Months Ended |
| | | September 30, | | September 30, |
| (In thousands, except per share amounts) | | 2023 | | 2022 | | 2023 | | 2022 |
| Revenue: | | | | | | | | |
| Product revenue | | $ | 52,181 | | | $ | 58,619 | | | $ | 170,934 | | | $ | 159,890 | |
| Royalties | | 28,857 | | | 29,878 | | | 97,698 | | | 108,380 | |
| Contract and other revenue | | 24,260 | | | 23,747 | | | 70,260 | | | 64,156 | |
| Total revenue | | 105,298 | | | 112,244 | | | 338,892 | | | 332,426 | |
| Cost of revenue: | | | | | | | | |
| Cost of product revenue | | 19,388 | | | 21,953 | | | 64,554 | | | 60,767 | |
| Cost of contract and other revenue | | 1,295 | | | 1,455 | | | 4,280 | | | 3,053 | |
| Amortization of acquired intangible assets | | 3,349 | | | 3,576 | | | 10,472 | | | 10,375 | |
| Total cost of revenue | | 24,032 | | | 26,984 | | | 79,306 | | | 74,195 | |
| Gross profit | | 81,266 | | | 85,260 | | | 259,586 | | | 258,231 | |
| Operating expenses (benefits): | | | | | | | | |
| Research and development | | 37,368 | | | 39,295 | | | 120,842 | | | 118,648 | |
| Sales, general and administrative | | 25,333 | | | 26,198 | | | 82,484 | | | 79,409 | |
| | | | | | | | |
| Amortization of acquired intangible assets | | 258 | | | 433 | | | 1,022 | | | 1,259 | |
| Restructuring and other charges (benefit) | | (100) | | | — | | | 9,394 | | | — | |
| Gain on divestiture | | (90,843) | | | — | | | (90,843) | | | — | |
| Impairment of assets | | 10,045 | | | — | | | 10,045 | | | — | |
| Change in fair value of earn-out liability | | (5,666) | | | 2,411 | | | 8,134 | | | (1,889) | |
| | | | | | | | |
| | | | | | | | |
| Total operating expenses (benefits) | | (23,605) | | | 68,337 | | | 141,078 | | | 197,427 | |
| Operating income | | 104,871 | | | 16,923 | | | 118,508 | | | 60,804 | |
| Interest income and other income (expense), net | | 2,715 | | | 2,838 | | | 7,112 | | | 6,936 | |
| Gain on fair value of equity security | | — | | | 3,547 | | | — | | | 3,547 | |
| Loss on extinguishment of debt | | — | | | (17,129) | | | — | | | (83,626) | |
| Loss on fair value adjustment of derivatives, net | | — | | | (2,302) | | | (240) | | | (10,585) | |
| | | | | | | | |
| | | | | | | | |
| Interest expense | | (356) | | | (437) | | | (1,113) | | | (1,390) | |
| Interest and other income (expense), net | | 2,359 | | | (13,483) | | | 5,759 | | | (85,118) | |
| Income (loss) before income taxes | | 107,230 | | | 3,440 | | | 124,267 | | | (24,314) | |
| Provision for (benefit from) income taxes | | 4,032 | | | 2,501 | | | (151,092) | | | 5,945 | |
| Net income (loss) | | $ | 103,198 | | | $ | 939 | | | $ | 275,359 | | | $ | (30,259) | |
| Net income (loss) per share: | | | | | | | | |
| Basic | | $ | 0.95 | | | $ | 0.01 | | | $ | 2.54 | | | $ | (0.27) | |
| Diluted | | $ | 0.93 | | | $ | 0.01 | | | $ | 2.48 | | | $ | (0.27) | |
| Weighted-average shares used in per share calculation: | | | | | | | | |
| Basic | | 108,317 | | | 109,968 | | | 108,412 | | | 110,102 | |
| Diluted | | 110,775 | | | 111,962 | | | 111,179 | | | 110,102 | |
Refer to Notes to Unaudited Condensed Consolidated Financial Statements
RAMBUS INC.
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(Unaudited)
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Three Months Ended | | Nine Months Ended |
| | | September 30, | | September 30, |
| (In thousands) | | 2023 | | 2022 | | 2023 | | 2022 |
| Net income (loss) | | $ | 103,198 | | | $ | 939 | | | $ | 275,359 | | | $ | (30,259) | |
| Other comprehensive income (loss): | | | | | | | | |
| Foreign currency translation adjustment | | (166) | | | (1,018) | | | 164 | | | (1,987) | |
| Unrealized gain (loss) on marketable securities, net of tax | | 827 | | | (12) | | | 2,431 | | | (3,329) | |
| Total comprehensive income (loss) | | $ | 103,859 | | | $ | (91) | | | $ | 277,954 | | | $ | (35,575) | |
Refer to Notes to Unaudited Condensed Consolidated Financial Statements
RAMBUS INC.
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
(Unaudited)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | For the Three Months Ended September 30, 2023 |
| | Common Stock | | Additional Paid-in Capital | | Accumulated Deficit | | Accumulated Other Comprehensive Loss | | |
| (In thousands) | | Shares | | Amount | | | | | Total |
| Balances at June 30, 2023 | | 109,131 | | | $ | 109 | | | $ | 1,301,013 | | | $ | (352,535) | | | $ | (3,029) | | | $ | 945,558 | |
| Net income | | — | | | — | | | — | | | 103,198 | | | — | | | 103,198 | |
| Foreign currency translation adjustment | | — | | | — | | | — | | | — | | | (166) | | | (166) | |
| Unrealized gain on marketable securities, net of tax | | — | | | — | | | — | | | — | | | 827 | | | 827 | |
| Issuance of common stock upon exercise of options, equity stock and employee stock purchase plan, net of withholding taxes | | 233 | | | — | | | (3,366) | | | — | | | — | | | (3,366) | |
| | | | | | | | | | | | |
| Repurchase and retirement of common stock under repurchase program | | (1,855) | | | (1) | | | (5,781) | | | (94,742) | | | — | | | (100,524) | |
| Stock-based compensation | | — | | | — | | | 10,039 | | | — | | | — | | | 10,039 | |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
Balances at September 30, 2023 | | 107,509 | | | $ | 108 | | | $ | 1,301,905 | | | $ | (344,079) | | | $ | (2,368) | | | $ | 955,566 | |
| | | | | | | | | | | | |
| | For the Three Months Ended September 30, 2022 |
| | Common Stock | | Additional Paid-in Capital | | Accumulated Deficit | | Accumulated Other Comprehensive Loss | | |
| (In thousands) | | Shares | | Amount | | | | | Total |
| Balances at June 30, 2022 | | 110,528 | | | $ | 111 | | | $ | 1,283,789 | | | $ | (440,004) | | | $ | (5,738) | | | $ | 838,158 | |
| Net income | | — | | | — | | | — | | | 939 | | | — | | | 939 | |
| Foreign currency translation adjustment | | — | | | — | | | — | | | — | | | (1,018) | | | (1,018) | |
| Unrealized loss on marketable securities, net of tax | | — | | | — | | | — | | | — | | | (12) | | | (12) | |
| Issuance of common stock upon exercise of options, equity stock and employee stock purchase plan, net of withholding taxes | | 86 | | | — | | | (980) | | | — | | | — | | | (980) | |
| | | | | | | | | | | | |
| Repurchase and retirement of common stock under repurchase program | | (3,132) | | | (4) | | | (30,075) | | | (70,333) | | | — | | | (100,412) | |
| Stock-based compensation | | — | | | — | | | 8,872 | | | — | | | — | | | 8,872 | |
| Retirement of convertible senior note hedges | | — | | | — | | | 16,404 | | | — | | | — | | | 16,404 | |
| Retirement of warrants | | — | | | — | | | (12,067) | | | — | | | — | | | (12,067) | |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
Balances at September 30, 2022 | | 107,482 | | | $ | 107 | | | $ | 1,265,943 | | | $ | (509,398) | | | $ | (6,768) | | | $ | 749,884 | |
| | | | | | | | | | | | |
| | For the Nine Months Ended September 30, 2023 |
| | Common Stock | | Additional Paid-in Capital | | Accumulated Deficit | | Accumulated Other Comprehensive Loss | | |
| (In thousands) | | Shares | | Amount | | | | | Total |
Balances at December 31, 2022 | | 107,610 | | | $ | 108 | | | $ | 1,297,408 | | | $ | (513,256) | | | $ | (4,963) | | | $ | 779,297 | |
| Net income | | — | | | — | | | — | | | 275,359 | | | — | | | 275,359 | |
| Foreign currency translation adjustment | | — | | | — | | | — | | | — | | | 164 | | | 164 | |
| Unrealized gain on marketable securities, net of tax | | — | | | — | | | — | | | — | | | 2,431 | | | 2,431 | |
| Issuance of common stock upon exercise of options, equity stock and employee stock purchase plan, net of withholding taxes | | 1,556 | | | 1 | | | (30,204) | | | — | | | — | | | (30,203) | |
| Repurchase and retirement of common stock under repurchase program | | (1,855) | | | (1) | | | (5,781) | | | (94,742) | | | — | | | (100,524) | |
| Stock-based compensation | | — | | | — | | | 34,477 | | | — | | | — | | | 34,477 | |
| Issuance of common stock in connection with the payment of year 1 earn-out related to the PLDA Group acquisition | | 198 | | | — | | | 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 | | 284 | | | — | | | — | | | — | | | — | | | — | |
| Exercise of the convertible senior note hedges in connection with the conversion of convertible senior notes and retirement of the corresponding shares | | (284) | | | — | | | 11,440 | | | (11,440) | | | — | | | — | |
| | | | | | | | | | | | |
| Retirement of warrants | | — | | | — | | | (10,457) | | | — | | | — | | | (10,457) | |
| | | | | | | | | | | | |
Balances at September 30, 2023 | | 107,509 | | | $ | 108 | | | $ | 1,301,905 | | | $ | (344,079) | | | $ | (2,368) | | | $ | 955,566 | |
| | | | | | | | | | | | |
| | For the Nine Months Ended September 30, 2022 |
| | Common Stock | | Additional Paid-in Capital | | Accumulated Deficit | | Accumulated Other Comprehensive Loss | | |
| (In thousands) | | Shares | | Amount | | | | | Total |
Balances at December 31, 2021 | | 109,292 | | | $ | 109 | | | $ | 1,298,966 | | | $ | (435,227) | | | $ | (1,452) | | | $ | 862,396 | |
| Net loss | | — | | | — | | | — | | | (30,259) | | | — | | | (30,259) | |
| Foreign currency translation adjustment | | — | | | — | | | — | | | — | | | (1,987) | | | (1,987) | |
| Unrealized loss on marketable securities, net of tax | | — | | | — | | | — | | | — | | | (3,329) | | | (3,329) | |
| Issuance of common stock upon exercise of options, equity stock and employee stock purchase plan, net of withholding taxes | | 1,322 | | | 2 | | | (13,681) | | | — | | | — | | | (13,679) | |
| | | | | | | | | | | | |
| Repurchase and retirement of common stock under repurchase program | | (3,132) | | | (4) | | | (30,075) | | | (70,333) | | | — | | | (100,412) | |
| Stock-based compensation | | — | | | — | | | 25,286 | | | — | | | — | | | 25,286 | |
| Retirement of convertible senior note hedges | | — | | | — | | | 78,415 | | | — | | | — | | | 78,415 | |
| Retirement of warrants | | — | | | — | | | (58,423) | | | — | | | — | | | (58,423) | |
| Cumulative effect adjustment from the adoption of ASC 2020-06 | | — | | | — | | | (34,545) | | | 26,421 | | | — | | | (8,124) | |
| | | | | | | | | | | | |
Balances at September 30, 2022 | | 107,482 | | | $ | 107 | | | $ | 1,265,943 | | | $ | (509,398) | | | $ | (6,768) | | | $ | 749,884 | |
Refer to Notes to Unaudited Condensed Consolidated Financial Statements
RAMBUS INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
| | | | | | | | | | | | | | |
| | Nine Months Ended |
| | | September 30, |
| (In thousands) | | 2023 | | 2022 |
| Cash flows from operating activities: | | | | |
| Net income (loss) | | $ | 275,359 | | | $ | (30,259) | |
| Adjustments to reconcile net income (loss) to net cash provided by operating activities: | | | | |
| Stock-based compensation | | 34,477 | | | 25,286 | |
| Depreciation | | 26,608 | | | 23,107 | |
| Amortization of intangible assets | | 11,494 | | | 11,634 | |
| | | | |
| Loss on extinguishment of debt | | — | | | 83,626 | |
| Loss on fair value adjustment of derivatives, net | | 240 | | | 10,585 | |
| Impairment of assets | | 10,045 | | | — | |
| Gain on divestiture | | (90,843) | | | — | |
| Deferred income taxes | | (147,144) | | | 1,680 | |
| | | | |
| Gain on fair value of equity security | | — | | | (3,547) | |
| | | | |
| | | | |
| | | | |
| Change in fair value of earn-out liability | | 8,134 | | | (1,889) | |
| Other | | 649 | | | 2,187 | |
| | | | |
| | | | |
| Change in operating assets and liabilities, net of effects of acquisition/disposition: | | | | |
| Accounts receivable | | (10,984) | | | 6,689 | |
| Unbilled receivables | | 81,418 | | | 78,914 | |
| Prepaids and other current assets | | 785 | | | 984 | |
| Inventories | | (13,715) | | | (5,679) | |
| Income taxes receivable | | (83,423) | | | 202 | |
| Accounts payable | | (7,436) | | | 8,682 | |
| Accrued salaries and benefits and other liabilities | | (7,596) | | | (10,811) | |
| Income taxes payable | | 61,736 | | | (15,352) | |
| Deferred revenue | | (4,783) | | | (1,709) | |
| Operating lease liabilities | | (4,085) | | | (5,226) | |
| Net cash provided by operating activities | | 140,936 | | | 179,104 | |
| Cash flows from investing activities: | | | | |
| Purchases of property, plant, and equipment | | (22,454) | | | (12,650) | |
| Acquisition of intangible assets | | — | | | (3,000) | |
| | | | |
| Purchases of marketable securities | | (298,289) | | | (80,969) | |
| Maturities of marketable securities | | 127,467 | | | 53,358 | |
| | | | |
| Proceeds from sales of marketable securities | | 117,798 | | | 276,687 | |
| Proceeds from divestiture | | 106,347 | | | — | |
| | | | |
| | | | |
| | | | |
| Acquisition of business, net of cash acquired | | — | | | (15,932) | |
| Net cash provided by investing activities | | 30,869 | | | 217,494 | |
| Cash flows from financing activities: | | | | |
| Proceeds received from issuance of common stock under employee stock plans | | 6,453 | | | 3,775 | |
| Payments of taxes on restricted stock units | | (36,656) | | | (17,454) | |
| Payments under installment payment arrangements | | (11,323) | | | (10,472) | |
| Payments for settlement and repurchase of convertible senior notes | | (10,381) | | | (258,060) | |
| Proceeds from retirement of convertible senior note hedges | | — | | | 91,729 | |
| | | | |
| Payments for settlement of warrants | | (10,697) | | | (69,528) | |
| Payment of deferred purchase consideration from acquisition | | (2,450) | | | — | |
| | | | |
Repurchase and retirement of common stock, including prepayment under accelerated
share repurchase program | | (100,325) | | | (100,412) | |
| Net cash used in financing activities | | (165,379) | | | (360,422) | |
| Effect of exchange rate changes on cash and cash equivalents | | (163) | | | (2,519) | |
| Net increase in cash, cash equivalents and restricted cash | | 6,263 | | | 33,657 | |
| Cash, cash equivalents and restricted cash at beginning of period | | 125,694 | | | 108,264 | |
| Cash, cash equivalents and restricted cash at end of period | | $ | 131,957 | | | $ | 141,921 | |
| | | | |
| Non-cash operating, investing and financing activities: | | | | |
| Property, plant and equipment received and accrued in accounts payable and other liabilities | | $ | 26,013 | | | $ | 32,540 | |
| Issuance of common stock in connection with the payment of year 1 earn-out related to the PLDA Group acquisition | | $ | 5,022 | | | $ | — | |
| Operating lease right-of-use assets obtained in exchange for operating lease obligations | | $ | 273 | | | $ | 5,663 | |
| | | | |
| | | | |
Reconciliation of the cash, cash equivalents and restricted cash balances as of September 30, 2023 and December 31, 2022: | | | | |
| | September 30,
2023 | | December 31,
2022 |
| Cash and cash equivalents | | $ | 131,957 | | | $ | 125,334 | |
| Restricted cash | | — | | | 360 | |
| Cash, cash equivalents and restricted cash | | $ | 131,957 | | | $ | 125,694 | |
| | | | |
Refer to Notes to Unaudited Condensed Consolidated Financial Statements
RAMBUS INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
1. Basis of Presentation
The accompanying Unaudited Condensed Consolidated Financial Statements include the accounts of Rambus Inc. (“Rambus” or the “Company”) and its wholly-owned subsidiaries. All intercompany accounts and transactions have been eliminated in the accompanying Unaudited Condensed Consolidated Financial Statements.
In the opinion of management, the Unaudited Condensed Consolidated Financial Statements include all adjustments (consisting only of normal recurring items) necessary to state fairly the financial position and results of operations for each interim period presented. Interim results are not necessarily indicative of results for a full year.
The Unaudited Condensed Consolidated Financial Statements have been prepared in accordance with the rules and regulations of the Securities and Exchange Commission (the “SEC”) applicable to interim financial information. Certain information and note disclosures included in the financial statements prepared in accordance with generally accepted accounting principles (“GAAP”) have been omitted in these interim statements pursuant to such SEC rules and regulations. The information included in this Form 10-Q should be read in conjunction with the consolidated financial statements and notes thereto in Form 10-K for the year ended December 31, 2022.
Reclassifications
Certain prior-year balances were reclassified to conform to the current year’s presentation. None of these reclassifications had an impact on reported net income (loss) or cash flows for any of the periods presented.
2. Revenue Recognition
Contract Balances
The contract assets are primarily related to the Company’s fixed fee IP licensing arrangements and rights to consideration for performance obligations delivered but not billed as of September 30, 2023.
The Company’s contract balances were as follows:
| | | | | | | | | | | | | | |
| | As of |
| (In thousands) | | September 30, 2023 | | December 31, 2022 |
| Unbilled receivables | | $ | 67,731 | | | $ | 150,920 | |
| Deferred revenue | | 18,336 | | | 25,421 | |
During the nine months ended September 30, 2023, the Company recognized $19.3 million of revenue that was included in the contract balances as of December 31, 2022. During the nine months ended September 30, 2022, the Company recognized $21.7 million of revenue that was included in the contract balances as of December 31, 2021.
Remaining Performance Obligations
Revenue allocated to remaining performance obligations represents the transaction price allocated to the performance obligations that are unsatisfied, or partially unsatisfied, which includes unearned revenue and amounts that will be invoiced and recognized as revenue in future periods. Contracted but unsatisfied performance obligations were approximately $20.0 million as of September 30, 2023, which the Company primarily expects to recognize over the next 2 years.
3. Earnings (Loss) Per Share
Basic earnings (loss) per share is calculated by dividing the net income (loss) by the weighted-average number of common shares outstanding during the period. Diluted earnings per share is calculated by dividing the earnings by the weighted-average number of common shares and potentially dilutive securities outstanding during the period. Potentially dilutive common shares consist of incremental common shares issuable upon exercise of stock options, employee stock purchases, restricted stock and restricted stock units and shares issuable upon the conversion of convertible notes. The dilutive effect of outstanding shares is reflected in diluted earnings per share by application of the treasury stock method, or the if-converted method for the in-the-money conversion feature of the 2023 Notes. This method includes consideration of the amounts to be paid by the employees,
the amount of excess tax benefits that would be recognized in the equity if the instrument was exercised and the amount of unrecognized stock-based compensation related to future services. No potential dilutive common shares are included in the computation of any diluted per share amount when a net loss is reported.
The following table sets forth the computation of basic and diluted net income (loss) per share:
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Three Months Ended | | Nine Months Ended |
| | | September 30, | | September 30, |
| (In thousands, except per share amounts) | | 2023 | | 2022 | | 2023 | | 2022 |
| Net income (loss) per share: | | | | | | | | |
| Numerator: | | | | | | | | |
| Net income (loss) | | $ | 103,198 | | | $ | 939 | | | $ | 275,359 | | | $ | (30,259) | |
| Denominator: | | | | | | | | |
| Weighted-average shares outstanding - basic | | 108,317 | | 109,968 | | 108,412 | | 110,102 |
| Effect of potentially dilutive common shares | | 2,458 | | | 1,994 | | | 2,767 | | | — | |
| Weighted-average shares outstanding - diluted | | 110,775 | | 111,962 | | 111,179 | | 110,102 |
| Basic net income (loss) per share | | $ | 0.95 | | | $ | 0.01 | | | $ | 2.54 | | | $ | (0.27) | |
| Diluted net income (loss) per share | | $ | 0.93 | | | $ | 0.01 | | | $ | 2.48 | | | $ | (0.27) | |
During the nine months ended September 30, 2022, the following potentially dilutive securities were excluded from the calculation of diluted net loss per share attributable to the Company’s common stockholders because the impact of including them would have been anti-dilutive (in thousands):
| | | | | | | | | | |
| | | | Nine Months Ended |
| | | | September 30, |
| (In thousands) | | | | 2022 |
| Stock options | | | | 274 | |
| Restricted stock units | | | | 1,951 | |
| Potentially issuable shares related to the in-the-money conversion feature of convertible notes | | | | 146 | |
| Contingently issuable ESPP shares | | | | 12 | |
| Total | | | | 2,383 | |
The shares in the tables above did not include the principal amount of the Company’s 2023 Notes (“the 2023 Notes”) as the principal amount of the 2023 Notes must be paid in cash. The Company settled the conversion of the remaining $10.4 million aggregate principal amount of the 2023 Notes in the first quarter of 2023. Accordingly, the Company delivered approximately 0.3 million shares of the Company's common stock as settlement related to the in-the-money conversion feature of the 2023 Notes and received an equal amount of shares due to the settlement of the convertible senior note hedges. The Company included dilutive instruments exercised during the period in the denominator of diluted earnings (loss) per share for the period prior to exercise, and thereafter, the Company included the actual shares issued in the denominator for both basic and diluted earnings (loss) per share.
4. Intangible Assets and Goodwill
Goodwill
The following tables present goodwill information for the nine months ended September 30, 2023:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| (In thousands) | | As of December 31, 2022 | | | | | | | | Divestiture of Goodwill (1) | | | | As of September 30, 2023 |
| Total goodwill | | $ | 292,040 | | | | | | | | | $ | (5,228) | | | | | $ | 286,812 | |
_________________________________________
(1) In September 2023, the Company divested its PHY IP group, which resulted in the Company recognizing a decrease in goodwill based on the relative fair value of the Company’s single reporting unit in proportion to the fair value of the divested PHY IP group. Refer to Note 17, “Divestiture,” for additional information.
Intangible Assets, Net
The components of the Company’s intangible assets as of September 30, 2023 and December 31, 2022 were as follows:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | As of September 30, 2023 |
| (In thousands) | | Useful Life | | Gross Carrying Amount (1) | | Accumulated Amortization (1) | | | | Net Carrying Amount |
Existing technology (1) | | 3 to 10 years | | $ | 286,712 | | | $ | (262,663) | | | | | $ | 24,049 | |
Customer contracts and contractual relationships (1) | | 0.5 to 10 years | | 37,496 | | | (36,930) | | | | | 566 | |
| Trademarks | | 3 years | | 300 | | | (300) | | | | | — | |
In-process research and development (“IPR&D”) (1) | | Not applicable | | 7,400 | | | — | | | | | 7,400 | |
| Total intangible assets | | | | $ | 331,908 | | | $ | (299,893) | | | | | $ | 32,015 | |
_________________________________________
(1) In September 2023, the Company disposed of approximately $7.4 million of net intangible assets (including $3.8 million of IPR&D) in connection with the divestiture of the Company’s PHY IP group. Refer to Note 17, “Divestiture,” for additional information.
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | As of December 31, 2022 |
| (In thousands) | | Useful Life | | Gross Carrying Amount | | Accumulated Amortization | | Net Carrying Amount |
| Existing technology | | 3 to 10 years | | $ | 299,925 | | | $ | (261,708) | | | $ | 38,217 | |
| Customer contracts and contractual relationships | | 0.5 to 10 years | | 37,996 | | | (36,533) | | | 1,463 | |
| Trademarks | | 3 years | | 300 | | | (300) | | | — | |
| IPR&D | | Not applicable | | 11,200 | | | — | | | 11,200 | |
| Total intangible assets | | | | $ | 349,421 | | | $ | (298,541) | | | $ | 50,880 | |
Amortization expense for intangible assets for the three and nine months ended September 30, 2023 was $3.6 million and $11.5 million, respectively. Amortization expense for intangible assets for the three and nine months ended September 30, 2022 was $4.0 million and $11.6 million, respectively.
The estimated future amortization of intangible assets as of September 30, 2023 was as follows (in thousands):
| | | | | | | | |
| Years Ending December 31: | | Amount |
| 2023 (remaining three months) | | $ | 3,513 | |
| 2024 | | 11,468 | |
| 2025 | | 5,430 | |
| 2026 | | 3,742 | |
| 2027 | | 462 | |
| Thereafter | | — | |
| Total amortizable purchased intangible assets | | 24,615 | |
| IPR&D | | 7,400 | |
| Total intangible assets | | $ | 32,015 | |
5. Segments and Major Customers
Operating segments are based upon the Company’s internal organization structure, the manner in which its operations are managed, the criteria used by its Chief Operating Decision Maker (“CODM”) to evaluate segment performance and availability of separate financial information regularly reviewed for resource allocation and performance assessment.
The Company has determined its CODM to be the Chief Executive Officer (“CEO”). The CEO reviews financial information presented on a consolidated basis for purposes of managing the business, allocating resources, making operating decisions and assessing financial performance. On this basis, the Company is organized and operates as a single segment within the semiconductor space. As of September 30, 2023, the Company has a single operating and reportable segment.
Accounts receivable from the Company’s major customers representing 10% or more of total accounts receivable at September 30, 2023 and December 31, 2022, respectively, was as follows:
| | | | | | | | | | | | | | |
| | As of |
| Customer | | September 30, 2023 | | December 31, 2022 |
| Customer 1 | | 47 | % | | * |
| Customer 2 | | 24 | % | | 14 | % |
| Customer 3 | | * | | 23 | % |
| Customer 4 | | * | | 16 | % |
| | | | |
_________________________________________
* Customer accounted for less than 10% of total accounts receivable in the period.
Revenue from the Company’s major customers representing 10% or more of total revenue for the three and nine months ended September 30, 2023 and 2022, respectively, was as follows:
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Three Months Ended | | Nine Months Ended |
| | | September 30, | | September 30, |
| Customer | | 2023 | | 2022 | | 2023 | | 2022 |
| Customer A | | 29 | % | | * | | 26 | % | | * |
| Customer B | | 25 | % | | 20 | % | | 18 | % | | 21 | % |
| Customer C | | * | | 20 | % | | * | | 16 | % |
| Customer D | | * | | 12 | % | | * | | 13 | % |
| | | | | | | | |
__________________________________________
* Customer accounted for less than 10% of total revenue in the period.
Revenue from customers in the geographic regions based on the location of contracting parties was as follows:
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Three Months Ended | | Nine Months Ended |
| | | September 30, | | September 30, |
| (In thousands) | | 2023 | | 2022 | | 2023 | | 2022 |
| USA | | $ | 32,347 | | | $ | 70,284 | | | $ | 131,415 | | | $ | 193,253 | |
| South Korea | | 38,228 | | | 1,081 | | | 100,985 | | | 5,118 | |
| Singapore | | 16,325 | | | 10,498 | | | 42,371 | | | 50,262 | |
| | | | | | | | |
| | | | | | | | |
| | | | | | | | |
| Other | | 18,398 | | | 30,381 | | | 64,121 | | | 83,793 | |
| Total | | $ | 105,298 | | | $ | 112,244 | | | $ | 338,892 | | | $ | 332,426 | |
6. Marketable Securities
Rambus invests its excess cash and cash equivalents primarily in money market funds, time deposits, U.S. government-sponsored obligations, and corporate notes, bonds and commercial paper that mature within three years.
All cash equivalents and marketable securities are classified as available-for-sale. Total cash, cash equivalents and marketable securities are summarized as follows:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | As of September 30, 2023 | | |
| (In thousands) | | Fair Value | | Amortized Cost | | Gross Unrealized Gains | | Gross Unrealized Losses | | |
| Cash | | $ | 87,745 | | | $ | 87,745 | | | $ | — | | | $ | — | | | |
| Cash equivalents: | | | | | | | | | | |
| Money market funds | | 14,129 | | | 14,129 | | | — | | | — | | | |
| U.S. Government bonds and notes | | 11,885 | | | 11,886 | | | 1 | | | (2) | | | |
| Corporate notes, bonds and commercial paper | | 18,198 | | | 18,198 | | | 1 | | | (1) | | | |
| Total cash equivalents | | 44,212 | | | 44,213 | | | 2 | | | (3) | | | |
| Total cash and cash equivalents | | 131,957 | | | 131,958 | | | 2 | | | (3) | | | |
| Marketable securities: | | | | | | | | | | |
| Time deposits | | 9,746 | | | 9,746 | | | — | | | — | | | |
| U.S. Government bonds and notes | | 131,142 | | | 131,562 | | | 6 | | | (426) | | | |
| Corporate notes, bonds and commercial paper | | 102,700 | | | 103,464 | | | 2 | | | (766) | | | |
| Total marketable securities | | 243,588 | | | 244,772 | | | 8 | | | (1,192) | | | |
| Total cash, cash equivalents and marketable securities | | $ | 375,545 | | | $ | 376,730 | | | $ | 10 | | | $ | (1,195) | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | As of December 31, 2022 | | |
| (In thousands) | | Fair Value | | Amortized Cost | | Gross Unrealized Gains | | Gross Unrealized Losses | | |
| Cash | | $ | 94,737 | | | $ | 94,737 | | | $ | — | | | $ | — | | | |
| Cash equivalents: | | | | | | | | | | |
| Money market funds | | 15,763 | | | 15,763 | | | — | | | — | | | |
| Corporate notes, bonds and commercial paper | | 14,834 | | | 14,838 | | | — | | | (4) | | | |
| Total cash equivalents | | 30,597 | | | 30,601 | | | — | | | (4) | | | |
| Total cash and cash equivalents | | 125,334 | | | 125,338 | | | — | | | (4) | | | |
| Marketable securities: | | | | | | | | | | |
| U.S. Government bonds and notes | | 96,371 | | | 98,250 | | | 1 | | | (1,880) | | | |
| Corporate notes, bonds and commercial paper | | 91,521 | | | 93,254 | | | 7 | | | (1,740) | | | |
| Total marketable securities | | 187,892 | | | 191,504 | | | 8 | | | (3,620) | | | |
| Total cash, cash equivalents and marketable securities | | $ | 313,226 | | | $ | 316,842 | | | $ | 8 | | | $ | (3,624) | | | |
Available-for-sale securities are reported at fair value on the balance sheets and classified along with cash as follows: | | | | | | | | | | | | | | |
| | As of |
| (In thousands) | | September 30, 2023 | | December 31, 2022 |
| Cash | | $ | 87,745 | | | $ | 94,737 | |
| Cash equivalents | | 44,212 | | | 30,597 | |
| Total cash and cash equivalents | | 131,957 | | | 125,334 | |
| Marketable securities | | 243,588 | | | 187,892 | |
| Total cash, cash equivalents and marketable securities | | $ | 375,545 | | | $ | 313,226 | |
The Company continues to invest in highly rated and highly liquid debt securities. The Company holds all of its marketable securities as available-for-sale, marks them to market, and regularly reviews its portfolio to ensure adherence to its investment policy and to monitor individual investments for risk analysis, proper valuation, and impairment.
The estimated fair value and gross unrealized losses of cash equivalents and marketable securities classified by the length of time that the securities have been in a continuous unrealized loss position at September 30, 2023 and December 31, 2022 are as follows:
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | Fair Value | | Gross Unrealized Losses |
| (In thousands) | | September 30, 2023 | | December 31, 2022 | | September 30, 2023 | | December 31, 2022 |
| Less than 12 months | | | | | | | | |
| U.S. Government bonds and notes | | $ | 58,506 | | | $ | 28,893 | | | $ | (116) | | | $ | (23) | |
| Corporate notes, bonds and commercial paper | | 84,655 | | | 45,538 | | | (147) | | | (35) | |
| Total cash equivalents and marketable securities in a continuous unrealized loss position for less than 12 months | | 143,161 | | | 74,431 | | | (263) | | | (58) | |
| 12 months or greater | | | | | | | | |
| U.S. Government bonds and notes | | 19,595 | | | 62,588 | | | (312) | | | (1,857) | |
| Corporate notes, bonds and commercial paper | | 17,168 | | | 49,559 | | | (620) | | | (1,709) | |
| Total cash equivalents and marketable securities in a continuous unrealized loss position for 12 months or greater | | 36,763 | | | 112,147 | | | (932) | | | (3,566) | |
| Total cash equivalents and marketable securities in a continuous unrealized loss position | | $ | 179,924 | | | $ | 186,578 | | | $ | (1,195) | | | $ | (3,624) | |
The gross unrealized losses at September 30, 2023 and December 31, 2022 were not material in relation to the Company’s total available-for-sale portfolio. The gross unrealized losses can be primarily attributed to a combination of market conditions as well as the demand for and duration of the U.S. government-sponsored obligations and corporate notes and bonds. The Company reasonably believes that there is no need to sell these investments and that it can recover the amortized cost of these investments. The Company has found no evidence of impairment due to credit losses in its portfolio. Therefore, these unrealized losses were recorded in other comprehensive income (loss). The Company cannot provide any assurance that its portfolio of cash, cash equivalents and marketable securities will not be impacted by adverse conditions in the financial markets, which may require the Company in the future to record an impairment charge for credit losses which could adversely impact its financial results.
The contractual maturities of cash equivalents (excluding money market funds which have no maturity) and marketable securities are summarized as follows:
| | | | | | | | |
| | |
| (In thousands) | | September 30, 2023 |
| Due less than one year | | $ | 266,769 | |
| Due from one year through three years | | 6,902 | |
| Total | | $ | 273,671 | |
Refer to Note 7, “Fair Value of Financial Instruments,” for a discussion regarding the fair value of the Company’s cash equivalents and marketable securities.
7. Fair Value of Financial Instruments
The following table presents the financial instruments and liabilities that are carried at fair value and summarizes their valuation by the respective pricing levels as of September 30, 2023 and December 31, 2022:
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | As of September 30, 2023 |
| (In thousands) | | Total | | Quoted Market Prices in Active Markets (Level 1) | | Significant Other Observable Inputs (Level 2) | | Significant Unobservable Inputs (Level 3) |
| Assets carried at fair value | | | | | | | | |
| Money market funds | | $ | 14,129 | | | $ | 14,129 | | | $ | — | | | $ | — | |
| Time deposits | | 9,746 | | | — | | | 9,746 | | | — | |
| U.S. Government bonds and notes | | 143,027 | | | — | | | 143,027 | | | — | |
| Corporate notes, bonds and commercial paper | | 120,898 | | | — | | | 120,898 | | | — | |
| Total assets carried at fair value | | $ | 287,800 | | | $ | 14,129 | | | $ | 273,671 | | | $ | — | |
| Liabilities carried at fair value | | | | | | | | |
| Earn-out consideration related to PLDA acquisition | | $ | 11,400 | | | $ | — | | | $ | — | | | $ | 11,400 | |
| Total liabilities carried at fair value | | $ | 11,400 | | | $ | — | | | $ | — | | | $ | 11,400 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | As of December 31, 2022 |
| (In thousands) | | Total | | Quoted Market Prices in Active Markets (Level 1) | | Significant Other Observable Inputs (Level 2) | | Significant Unobservable Inputs (Level 3) |
| Assets carried at fair value | | | | | | | | |
| Money market funds | | $ | 15,763 | | | $ | 15,763 | | | $ | — | | | $ | — | |
| U.S. Government bonds and notes | | 96,371 | | | — | | | 96,371 | | | — | |
| Corporate notes, bonds and commercial paper | | 106,355 | | | — | | | 106,355 | | | — | |
| Total available-for-sale securities | | $ | 218,489 | | | $ | 15,763 | | | $ | 202,726 | | | $ | — | |
| Liabilities carried at fair value | | | | | | | | |
| Earn-out consideration related to PLDA acquisition | | $ | 14,800 | | | $ | — | | | $ | — | | | $ | 14,800 | |
| Total liabilities carried at fair value | | $ | 14,800 | | | $ | — | | | $ | — | | | $ | 14,800 | |
The Company’s liabilities related to earn-out consideration are classified within Level 3 of the fair value hierarchy because the fair value is determined using significant unobservable inputs. The following table presents additional information about liabilities measured at fair value for which the Company utilizes Level 3 inputs to determine fair value, as of September 30, 2023 and 2022.
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Three Months Ended | | Nine Months Ended |
| | September 30, | | September 30, |
| (In thousands) | | 2023 | | 2022 | | 2023 | | 2022 |
| Balance as of beginning of period | | $ | 28,600 | | | $ | 12,600 | | | $ | 14,800 | | | $ | 16,900 | |
| | | | | | | | |
| Change in fair value of earn-out liability due to remeasurement | | (5,666) | | | 2,411 | | | 8,134 | | | (1,889) | |
| Change in fair value of earn-out liability due to achievement of revenue target | | (11,534) | | | (5,211) | | | (11,534) | | | (5,211) | |
| | | | | | | | |
| Balance as of end of period | | $ | 11,400 | | | $ | 9,800 | | | $ | 11,400 | | | $ | 9,800 | |
For the three and nine months ended September 30, 2023 and 2022, the changes in the fair value of the earn-out liability related to the 2021 acquisition of PLDA Group (“PLDA”), which is subject to certain revenue targets of the acquired business for a period of three years from the date of acquisition, and which is settled annually in shares of the Company’s common stock based on the fair value of that common stock fixed at the time the Company acquired PLDA. The fair value of the earn-out liability is remeasured each quarter, depending on the acquired business’s revenue performance relative to target over the applicable period, and adjusted to reflect changes in the per share value of the Company’s common stock. The Company has classified its liability for the contingent earn-out consideration related to the PLDA acquisition within Level 3 of the fair value hierarchy because the fair value calculation includes significant unobservable inputs. During the three and nine months ended
September 30, 2023, the Company remeasured the fair value of the earn-out liability, which resulted in a gain of $5.7 million and additional expense of $8.1 million, respectively, in the Company’s Unaudited Condensed Consolidated Statements of Operations. During the three and nine months ended September 30, 2022, the Company remeasured the fair value of the earn-out liability, which resulted in additional expense of $2.4 million and a gain of $1.9 million, respectively, in the Company’s Unaudited Condensed Consolidated Statements of Operations.
The Company monitors its investments for impairment and records appropriate reductions in carrying value when necessary. The Company monitors its investments for other-than-temporary losses by considering current factors, including the economic environment, market conditions, operational performance and other specific factors relating to the business underlying the investment, reductions in carrying values when necessary and the Company’s ability and intent to hold the investment for a period of time which may be sufficient for anticipated recovery in the market. Any other-than-temporary loss is reported under “Interest and other income (expense), net” in the Unaudited Condensed Consolidated Statements of Operations.
During the second half of 2018, the Company made an investment in a non-marketable equity security of a private company. This equity investment is accounted for under the equity method of accounting, and the Company accounts for its equity method share of the income (loss) on a quarterly basis. As of September 30, 2023, the carrying value of the Company’s 25.0% ownership percentage was reduced to zero as the carrying value had been adjusted by an equal and offsetting amount of the Company’s share of the investee’s cumulative losses. As of December 31, 2022, the carrying value of the Company’s 25.0% ownership percentage was $0.5 million, which was included in other assets in the accompanying Unaudited Condensed Consolidated Balance Sheets. The Company recorded immaterial amounts in its Unaudited Condensed Consolidated Statements of Operations representing its share of the investee’s loss for the nine months ended September 30, 2023 and 2022.
During the three and nine months ended September 30, 2023 and 2022, there were no transfers of financial instruments between different categories of fair value.
The following table presents the financial instruments that are not carried at fair value but require fair value disclosure as of December 31, 2022:
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | As of December 31, 2022 |
| (In thousands) | | | | | | | | Face Value | | Carrying Value | | Fair Value |
| 1.375% Convertible Senior Notes due 2023 (the “2023 Notes”) | | | | | | | | $ | 10,381 | | | $ | 10,378 | | | $ | 19,625 | |
The fair value of the convertible notes at December 31, 2022 was determined based on recent quoted market prices for these notes which is a Level 2 measurement. As discussed in Note 9, “Convertible Notes,” the Company settled the remaining $10.4 million aggregate principal amount of the 2023 Notes during the first quarter of 2023. As of December 31, 2022, the 2023 Notes were carried at their face value of $10.4 million, less any unamortized debt issuance costs. The carrying value of other financial instruments, including accounts receivable, accounts payable and other liabilities, approximated fair value due to their short maturities.
8. Leases
The Company leases office space, domestically and internationally, under operating leases. The Company’s leases have remaining lease terms generally between one year and seven years. Operating leases are included in operating lease right-of-use (“ROU”) assets, operating lease liabilities and long-term operating lease liabilities on the Company’s Unaudited Condensed Consolidated Balance Sheets. The Company does not have any finance leases.
The table below reconciles the undiscounted cash flows for the first five years and total of the remaining years to the operating lease liabilities recorded on the Unaudited Condensed Consolidated Balance Sheet as of September 30, 2023 (in thousands):
| | | | | | | | |
| Years ending December 31, | | Amount |
| 2023 (remaining three months) | | $ | 1,412 | |
| 2024 | | 5,483 | |
| 2025 | | 5,338 | |
| 2026 | | 5,564 | |
| 2027 | | 4,742 | |
| Thereafter | | 12,996 | |
| Total minimum lease payments | | 35,535 | |
| Less: amount of lease payments representing interest | | (5,244) | |
| Present value of future minimum lease payments | | 30,291 | |
| Less: current obligations under leases | | (4,174) | |
| Long-term lease obligations | | $ | 26,117 | |
| | |
As of September 30, 2023, the weighted-average remaining lease term for the Company’s operating leases was 6.6 years and the weighted-average discount rate used to determine the present value of the Company’s operating leases was 5.6%.
Operating lease costs included in research and development and selling, general and administrative costs on the Unaudited Condensed Consolidated Statements of Operations were $1.3 million and $1.9 million for the three months ended September 30, 2023 and 2022, respectively. Operating lease costs included in research and development and selling, general and administrative costs on the Unaudited Condensed Consolidated Statements of Operations were $4.7 million and $5.6 million for the nine months ended September 30, 2023 and 2022, respectively.
Cash paid for amounts included in the measurement of operating lease liabilities were $5.2 million and $6.7 million for the nine months ended September 30, 2023 and 2022, respectively.
9. Convertible Notes
The Company’s convertible notes are shown in the following table:
| | | | | | | | | | | | | | |
| | As of |
| (In thousands) | | September 30, 2023 | | December 31, 2022 |
| 2023 Notes | | $ | — | | | $ | 10,381 | |
| | | | |
| | | | |
| | | | |
| | | | |
| Unamortized debt issuance costs — 2023 Notes | | — | | | (3) | |
| | | | |
| Total convertible notes | | — | | | 10,378 | |
| Less current portion | | — | | | 10,378 | |
| Total long-term convertible notes | | $ | — | | | $ | — | |
During the first quarter of 2023, the holders of the remaining $10.4 million aggregate principal amount of the 2023 Notes elected to convert the notes pursuant to the original terms of the conversion feature. Accordingly, upon maturity, the Company paid $10.4 million in cash to settle the aggregate principal amount of the 2023 Notes and delivered approximately 0.3 million shares of the Company's common stock to settle the conversion spread.
In connection with the settlement of the conversion of the remaining 2023 Notes, the Company received 0.3 million shares of the Company’s common stock for the retirement of the remaining convertible senior note hedges and paid $10.7 million in cash for the retirement of the remaining warrants during the first quarter of 2023. Additionally, the retirement of the remaining warrants was subject to derivative accounting, resulting in a loss on fair value adjustment of derivatives of $0.2 million for the nine months ended September 30, 2023.
Interest expense related to the convertible notes for the three and nine months ended September 30, 2023 and 2022 was as follows:
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Three Months Ended | | Nine Months Ended |
| | | September 30, | | September 30, |
| (In thousands) | | 2023 | | 2022 | | 2023 | | 2022 |
2023 Notes coupon interest at a rate of 1.375% | | $ | — | | | $ | 90 | | | $ | 12 | | | $ | 575 | |
| 2023 Notes amortization of debt issuance cost | | — | | | 33 | | | 3 | | | 184 | |
| Total interest expense on convertible notes | | $ | — | | | $ | 123 | | | $ | 15 | | | $ | 759 | |
10. Commitments and Contingencies
As of September 30, 2023, the Company’s material contractual obligations were as follows:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| (In thousands) | | Total | | Remainder of 2023 | | 2024 | | 2025 | | 2026 | | 2027 | | |
Contractual obligations (1) (2) | | | | | | | | | | | | | | |
Software licenses (3) | | $ | 29,847 | | | $ | 5,262 | | | $ | 16,502 | | | $ | 8,083 | | | $ | — | | | $ | — | | | |
| Other contractual obligations | | 1,800 | | | 600 | | | 1,200 | | | — | | | — | | | — | | | |
Acquisition retention bonuses (4) (5) | | 879 | | | — | | | 550 | | | 329 | | | — | | | — | | | |
| | | | | | | | | | | | | | |
| | | | | | | | | | | | | | |
| Total | | $ | 32,526 | | | $ | 5,862 | | | $ | 18,252 | | | $ | 8,412 | | | $ | — | | | $ | — | | | |
_________________________________________
(1) The above table does not reflect possible payments in connection with unrecognized tax benefits of approximately $104.4 million, including $27.4 million recorded as a reduction of long-term deferred tax assets and $77.0 million in long-term income taxes payable as of September 30, 2023. As noted below in Note 13, “Income Taxes,” although it is possible that some of the unrecognized tax benefits could be settled within the next 12 months, the Company cannot reasonably estimate the outcome at this time.
(2) For the Company’s lease commitments as of September 30, 2023, refer to Note 8, “Leases.”
(3) The Company has commitments with various software vendors for agreements generally having terms longer than one year. As of September 30, 2023, approximately $16.0 million of the fair value of the software licenses was included in other current liabilities and $11.1 million was included in other long-term liabilities, in the accompanying Unaudited Condensed Consolidated Balance Sheet.
(4) In connection with the acquisitions of Hardent in the second quarter of 2022 and PLDA in the third quarter of 2021, the Company is obligated to pay retention bonuses to certain employees subject to certain eligibility and acceleration provisions, including the condition of employment.
(5) In connection with the acquisition of AnalogX in the third quarter of 2021, the Company was obligated to pay retention bonuses to certain employees subject to certain eligibility and acceleration provisions, including the condition of employment. In September 2023, the Company divested its PHY IP group, which includes AnalogX and resulted in the Company recognizing an immaterial decrease related to the remaining AnalogX acquisition retention bonus liability. Refer to Note 17, “Divestiture,” for additional information.
Indemnifications
From time to time, the Company indemnifies certain customers as a necessary means of doing business. Indemnification covers customers for losses suffered or incurred by them as a result of any patent, copyright, or other intellectual property (“IP”) infringement or any other claim by any third party arising as a result of the applicable agreement with the Company. The Company generally attempts to limit the maximum amount of indemnification that the Company could be required to make under these agreements to the amount of fees received by the Company, however, this may not always be possible. The fair value of the liability as of September 30, 2023 and December 31, 2022, respectively, was not material.
11. Equity Incentive Plans and Stock-Based Compensation
A summary of shares available for grant under the Company’s plans is as follows:
| | | | | |
| | Shares Available for Grant |
| Total shares available for grant as of December 31, 2022 | 7,655,769 |
Increase in shares approved for issuance (1) | 5,210,000 |
| |
| |
| |
Nonvested equity stock and stock units granted (2) (3) | (2,022,315) |
Nonvested equity stock and stock units forfeited (2) | 1,070,338 |
| Total shares available for grant as of September 30, 2023 | 11,913,792 |
_________________________________________
(1) On April 27, 2023, the Company’s stockholders approved these additional shares to be reserved for issuance under the 2015 Equity Incentive Plan (the “2015 Plan”).
(2) For purposes of determining the number of shares available for grant under the 2015 Plan against the maximum number of shares authorized, each restricted stock unit granted prior to April 27, 2023 reduces the number of shares available for grant by 1.5 shares and each restricted stock unit forfeited increases shares available for grant by 1.5 shares. Each restricted stock unit granted on or after April 27, 2023 reduces the number of shares available for grant by 1.0 shares and each restricted stock unit forfeited increases shares available for grant by 1.0 shares.
(3) Amount includes approximately 0.2 million shares that have been reserved for potential future issuance related to certain performance unit awards granted in the first quarter of 2023 and discussed under the section titled “Nonvested Equity Stock and Stock Units” below.
General Stock Option Information
The following table summarizes stock option activity under the Company’s equity incentive plans for the nine months ended September 30, 2023 and information regarding stock options outstanding, exercisable, and vested and expected to vest as of September 30, 2023.
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | Options Outstanding | | | | |
| (In thousands, except shares, per share amounts and years) | | Number of Shares | | Weighted- Average Exercise Price Per Share | | Weighted- Average Remaining Contractual Term (years) | | Aggregate Intrinsic Value |
| Outstanding as of December 31, 2022 | | 432,443 | | $ | 11.60 | | | | | |
| | | | | | | | |
| Options exercised | | (268,289) | | $ | 11.49 | | | | | $ | 3,082 | |
| | | | | | | | |
| Outstanding as of September 30, 2023 | | 164,154 | | $ | 11.79 | | | 3.70 | | $ | 7,223 | |
| Vested or expected to vest at September 30, 2023 | | 164,154 | | $ | 11.79 | | | 3.70 | | $ | 7,223 | |
| Options exercisable at September 30, 2023 | | 162,487 | | $ | 11.77 | | | 3.67 | | $ | 7,153 | |
Employee Stock Purchase Plan
Under the 2015 Employee Stock Purchase Plan (“2015 ESPP”), the Company issued 120,569 shares at a price of $27.91 per share and 161,254 shares at a price of $19.97 per share during the nine months ended September 30, 2023 and 2022, respectively. As of September 30, 2023, approximately 2.4 million shares under the 2015 ESPP remained available for issuance.
Stock-Based Compensation
For the nine months ended September 30, 2023 and 2022, the Company maintained stock plans covering a broad range of potential equity grants including stock options, nonvested equity stock and equity stock units and performance-based instruments. In addition, the Company sponsors the 2015 ESPP, whereby eligible employees are entitled to purchase common stock semi-annually, by means of limited payroll deductions, at a 15% discount from the fair market value of the common stock as of specific dates.
Stock Options
There were no stock options granted during the nine months ended September 30, 2023 and 2022, respectively. Stock-based compensation expense related to stock options was immaterial for the nine months ended September 30, 2023 and 2022.
As of September 30, 2023, there was an immaterial amount of total unrecognized compensation cost, net of expected forfeitures, related to non-vested stock-based compensation arrangements granted under the stock option plans. That cost is expected to be recognized over a weighted-average period of one month.
Employee Stock Purchase Plan
For the three and nine months ended September 30, 2023, the Company recorded stock-based compensation expense related to the 2015 ESPP of $0.5 million and $1.5 million, respectively. For the three and nine months ended September 30, 2022, the Company recorded stock-based compensation expense related to the 2015 ESPP of $0.4 million and $1.2 million, respectively. As of September 30, 2023, there was $0.2 million of total unrecognized compensation cost related to stock-based compensation arrangements granted under the 2015 ESPP. That cost is expected to be recognized over one month.
Nonvested Equity Stock and Stock Units
The Company grants nonvested equity stock units to officers, employees and directors. During the three months ended September 30, 2023, the Company granted an immaterial amount of nonvested equity stock units. During the nine months ended September 30, 2023, the Company granted nonvested equity stock units totaling approximately 1.2 million shares. During the three and nine months ended September 30, 2022, the Company granted nonvested equity stock units totaling approximately 0.5 million and 2.2 million shares, respectively. These awards have a service condition, generally a service period of four years, except in the case of grants to directors, for which the service period is one year. For the three and nine months ended September 30, 2023, the nonvested equity stock units were valued at the date of grant giving them a fair value of approximately $2.1 million and $57.3 million, respectively. For the three and nine months ended September 30, 2022, the nonvested equity stock units were valued at the date of grant giving them a fair value of approximately $12.8 million and $61.8 million, respectively. During the first quarter of 2023 and 2022, the Company granted performance unit awards to certain company executive officers with vesting subject to the achievement of certain performance and/or market conditions. The ultimate number of performance units that can be earned can range from 0% to 200% of target depending on performance relative to target over the applicable period. The shares earned will vest on the third or fourth anniversary of the date of grant. The Company’s shares available for grant have been reduced to reflect the shares that could be earned at the maximum target.
For the three and nine months ended September 30, 2023, the Company recorded stock-based compensation expense of approximately $9.5 million and $32.9 million, respectively, primarily related to all outstanding nonvested equity stock grants. For the three and nine months ended September 30, 2022, the Company recorded stock-based compensation expense of approximately $8.5 million and $24.0 million, respectively, related to all outstanding nonvested equity stock grants.
Unrecognized stock-based compensation related to all nonvested equity stock grants, net of estimated forfeitures, was approximately $73.0 million at September 30, 2023. This amount is expected to be recognized over a weighted-average period of 2.1 years.
The following table reflects the activity related to nonvested equity stock and stock units for the nine months ended September 30, 2023:
| | | | | | | | | | | | | | |
| Nonvested Equity Stock and Stock Units | | Shares | | Weighted- Average Grant-Date Fair Value |
| Nonvested at December 31, 2022 | | 4,718,060 | | $ | 22.78 | |
| Granted | | 1,208,954 | | $ | 46.39 | |
| Vested | | (1,718,642) | | $ | 24.13 | |
| Forfeited | | (690,141) | | $ | 28.04 | |
| Nonvested at September 30, 2023 | | 3,518,231 | | $ | 32.28 | |
12. Stockholders’ Equity
Share Repurchase Program
On October 29, 2020, the Company’s board of directors (the “Board”) approved a share repurchase program authorizing the repurchase of up to an aggregate of 20.0 million shares (the “2020 Repurchase Program”). Share repurchases under the 2020 Repurchase Program may be made through the open market, established plans or privately negotiated transactions in accordance with all applicable securities laws, rules and regulations. There is no expiration date applicable to the 2020 Repurchase Program. During the nine months ended September 30, 2023, the Company repurchased shares of its common stock under the 2020 Repurchase Program as discussed below.
On August 10, 2023, the Company entered into an accelerated share repurchase program with Royal Bank of Canada (“RBC”) (the “2023 ASR Program”). The 2023 ASR Program was part of the share repurchase program previously authorized by the Board on October 29, 2020. Under the 2023 ASR Program, the Company pre-paid to RBC the $100.0 million purchase price for its common stock and, in turn, the Company received an initial delivery of approximately 1.6 million shares of its common stock from RBC on August 11, 2023, which were retired and recorded as an $80.0 million reduction to stockholders’ equity. The remaining $20.0 million of the initial payment was recorded as a reduction to stockholders’ equity as an unsettled forward contract indexed to the Company’s stock. On September 22, 2023, the accelerated share repurchase program was completed and the Company received an additional 0.2 million shares of its common stock, which were retired, as the final settlement of the 2023 ASR Program.
Effective January 1, 2023, the Company’s share repurchases are subject to a 1% excise tax as a result of the Inflation Reduction Act of 2022. Excise tax incurred is included in the cost of shares repurchased in the Unaudited Condensed Consolidated Statements of Stockholders’ Equity.
On September 9, 2022, the Company entered into an accelerated share repurchase program with Wells Fargo Bank, National Association (“Wells Fargo”) (the “2022 ASR Program”). The 2022 ASR Program was part of the share repurchase program previously authorized by the Board on October 29, 2020. Under the 2022 ASR Program, the Company pre-paid to Wells Fargo the $100.0 million purchase price for its common stock and, in turn, the Company received an initial delivery of approximately 3.1 million shares of its common stock from Wells Fargo in the third quarter of 2022, which were retired and recorded as an $80.0 million reduction to stockholders’ equity. The remaining $20.0 million of the initial payment was recorded as a reduction to stockholders’ equity as an unsettled forward contract indexed to the Company’s stock. During the fourth quarter of 2022, the 2022 ASR Program was completed and the Company received an additional 0.1 million shares of its common stock, which were retired, as the final settlement of the 2022 ASR Program.
As of September 30, 2023, there remained an outstanding authorization to repurchase approximately 7.9 million shares of the Company’s outstanding common stock under the 2020 Repurchase Program.
The Company records share repurchases as a reduction to stockholders’ equity. The Company records a portion of the purchase price of the repurchased shares as an increase to accumulated deficit when the price of the shares repurchased exceeds the average original proceeds per share received from the issuance of common stock in accordance with its accounting policy.
13. Income Taxes
The Company recorded a provision for income taxes of $4.0 million and $2.5 million for the three months ended September 30, 2023 and 2022, respectively, and a provision for (benefit from) income taxes of $(151.1) million and $5.9 million for the nine months ended September 30, 2023 and 2022, respectively. The provision for income taxes for the three months ended September 30, 2023 was primarily driven by foreign withholding taxes and adjustments to the valuation allowance release on U.S. deferred tax assets due to a change in forecasted taxable income and expense, offset by tax benefits from excess stock-based compensation deductions. The benefit from income taxes for the nine months ended September 30, 2023 was primarily driven by the valuation allowance release on U.S. deferred tax assets, as well as tax benefits from excess stock-based compensation deductions, offset by foreign withholding taxes. The provision for income taxes for the three and nine months ended September 30, 2022 was driven by a combination of the valuation allowance recorded on U.S. deferred tax assets, foreign withholding taxes, the statutory tax expense for the foreign jurisdictions for 2022 and indefinite-lived intangible tax amortization expense.
During the three months ended September 30, 2023 and 2022, the Company paid withholding taxes of $5.4 million and $5.5 million, respectively. During both the nine months ended September 30, 2023 and 2022, the Company paid withholding taxes of $15.8 million.
The Company periodically evaluates the realizability of its net deferred tax assets based on all available evidence, both positive and negative. The realizability of the Company’s net deferred tax assets is dependent on its ability to generate sufficient future taxable income during periods prior to the expiration of tax attributes to fully utilize these assets. During the second quarter of 2023, based on all available positive and negative evidence, the Company determined that it was appropriate to release the valuation allowance on the majority of the Company’s U.S. federal and other state deferred tax assets. The Company recognized a $149.4 million discrete tax benefit during the three and six months ended June 30, 2023 as a result of the valuation allowance release.
During the second quarter of 2023, the Company reached a cumulative income position over the previous three years. The cumulative three-year income is considered positive evidence, which is considered objective and verifiable, and thus received significant weighting. Additional positive evidence considered by the Company in its assessment included recent utilization of tax attribute carryforwards and future forecasts of continued profitability in the United States. Negative evidence the Company
considered included economic uncertainties, including volatility of the industry, and the possibility of a recession or a decline in the market.
Upon considering the relative impact of all evidence during the second quarter of 2023, both negative and positive, and the weight accorded to each, the Company concluded that it was more likely than not that the majority of its deferred tax assets would be realizable, with the exception of primarily its California research and development credits and certain expiring federal tax credits that have not met the “more likely than not” realization threshold criteria. As a result, the Company released the related valuation allowance against the majority of its federal and state deferred tax assets. The effect of the valuation allowance release is included as a component of the benefit from income taxes in the accompanying Unaudited Condensed Consolidated Statement of Operations.
When a change in valuation allowance is recognized during an interim period, the change in valuation allowance resulting from current year income is included in the annual effective tax rate and the release of valuation allowance supported by projections of future taxable income is recorded as a discrete provision for (benefit from) income taxes in the interim period. During the three months ended September 30, 2023, the Company further adjusted its valuation allowance release as a result of a change in forecasted income and tax expense, primarily due to the sale of intangible assets as part of the PHY IP group divestiture. The Company recognized discrete tax expense of $4.4 million during the three months ended September 30, 2023, and it recognized a $145.1 million discrete tax benefit during the nine months ended September 30, 2023, as a result of the valuation allowance release.
The Company has U.S. federal deferred tax assets related to research and development credits, foreign tax credits and other tax attributes that can be used to offset U.S. federal taxable income in future periods. These credit carryforwards will expire if they are not used within certain time periods. It is possible that some or all of these attributes could ultimately expire unused.
The Company maintains liabilities for uncertain tax positions within its long-term income taxes payable accounts and as a reduction to existing deferred tax assets to the extent tax attributes are available to offset such liabilities. These liabilities involve judgment and estimation and are monitored by management based on the best information available including changes in tax regulations, the outcome of relevant court cases and other information.
As of December 31, 2022, the Company had $164.5 million of unrecognized tax benefits including $19.6 million recorded as a reduction of long-term deferred tax assets, $143.6 million recorded as a reduction of other assets associated with refundable withholding taxes previously withheld from licensees in South Korea, and $1.3 million recorded to long-term income taxes payable. As of September 30, 2023, the Company had approximately $179.5 million of unrecognized tax benefits, including $27.4 million recorded as a reduction of long-term deferred tax assets, $75.1 million recorded as a reduction of other assets associated with refundable withholding taxes previously withheld from licensees in South Korea and $77.0 million recorded in long-term income taxes payable. The decrease in the unrecognized tax benefits recorded as a reduction of other assets from December 31, 2022 to September 30, 2023, is due to the Company’s determination in the three months ended September 30, 2023, that it is more likely than not to succeed in its decision to request refund of Korean withholding tax for which refund claims were submitted in October 2023. The increase in unrecognized tax benefits recorded to long-term income taxes payable from December 31, 2022 to September 30, 2023 is primarily due to the Company’s decision to request refund of Korean withholding tax for which the Company claimed foreign tax credits in the United States. As a result of an analysis of court rulings and other settlement activities to date in South Korea, the Company has determined that it may be entitled to refund claims for foreign taxes previously withheld by licensees in South Korea. If the Company is successful in recovering the $152.6 million of refundable withholding taxes from South Korea, the refund will result in an offsetting reduction in U.S. foreign tax credits. The Company recognizes there are numerous risks and uncertainties associated with the ultimate collection of this refund. The Company previously maintained an offsetting reserve for the entire amount of refundable withholding taxes previously withheld in South Korea. During the three months ended September 30, 2023, the Company concluded it is more likely than not it will recover withholding taxes withheld during the past five years and accordingly filed a claim in October 2023 for refund of certain refundable withholding taxes, and recorded an income taxes receivable of $82.7 million with an offsetting long-term income taxes payable of $75.6 million and a reduction in long-term deferred tax assets of $7.1 million. The Company has not recorded a receivable for the portion of potentially available refunds for which a claim for refund has not been submitted or the Company does not intend to pursue at this time, as the Company does not at this time believe recovery of those taxes would be more likely than not if a refund claim were submitted. The Company continues to evaluate the potential for recovery of these taxes.
Although it is possible that some of the unrecognized tax benefits could be settled within the next 12 months, the Company cannot reasonably estimate the outcome at this time.
Additionally, the Company’s future effective tax rates could be adversely affected by earnings being higher than anticipated in countries where the Company has higher statutory rates or lower than anticipated in countries where it has lower statutory rates, by changes in valuation of its deferred tax assets and liabilities or by changes in tax laws or interpretations of those laws.
14. Litigation and Asserted Claims
Rambus is not currently a party to any material pending legal proceeding; however, from time to time, Rambus may become involved in legal proceedings or be subject to claims arising in the ordinary course of its business. Although the results of litigation and claims cannot be predicted with certainty, the Company currently believes that the final outcome of these ordinary course matters will not have a material adverse effect on its business, operating results, financial position or cash flows. Regardless of the outcome, litigation can have an adverse impact on the Company because of defense and settlement costs, diversion of management attention and resources and other factors.
The Company records a contingent liability when it is probable that a loss has been incurred and the amount is reasonably estimable in accordance with accounting for contingencies.
15. Derivative Instruments and Hedging Activities
In the first quarter of 2023, the Company began using foreign currency forward contracts (the “Contracts”) to manage the Company’s exposure related to certain foreign currency denominated monetary assets (the “Hedging Program”) and to minimize the related impact of foreign currency fluctuations on the Company’s earnings. The hedged monetary assets primarily consist of certain euro-denominated cash and accounts receivable balances. The Contracts mitigate the Company’s foreign currency exposure when the Contracts are settled at their maturity by generally offsetting the gains and losses generated by the re-measurement of the underlying monetary assets.
The Contracts are entered into at the end of each month and have a duration of approximately one month at inception. Due to the short duration of these Contracts, their fair value is deemed immaterial. As the Contracts are considered derivative instruments that are not designated and do not qualify as hedging instruments, any gains and losses resulting from changes in their fair value are recorded to interest income and other income (expense), net on the Company’s Unaudited Condensed Consolidated Statements of Operations. The Company does not use its Hedging Program for speculative or trading purposes.
The Contract outstanding as of September 30, 2023 was entered into by the Company on the last business day of the period. Given the relatively short duration such contracts are outstanding in relation to changes in potential market rates, the change in the fair value was deemed immaterial.
As of September 30, 2023, the total local currency amount of the outstanding Contract was €3.2 million, and its total notional value was $3.4 million. For the three and nine months ended September 30, 2023, any gains and losses resulting from changes in fair value of the Company’s Contracts were deemed immaterial.
16. Restructuring and Other Charges
2023 Restructuring Plan
In June 2023, the Company initiated a restructuring program to reduce overall expenses, which is expected to improve future profitability by reducing the Company’s overall spending (the “2023 Restructuring Plan”). In connection with this restructuring program, the Company initiated a plan resulting in a reduction of 42 employees. During the nine months ended September 30, 2023, the Company recorded charges of approximately $9.4 million to “Restructuring and other charges” in its Unaudited Condensed Consolidated Statement of Operations, related to the reduction in workforce, as well as write-downs of obligations related to certain IP development costs and software licenses for engineering development tools. The 2023 Restructuring Plan is expected to be substantially completed in the fourth quarter of 2023.
The following table summarizes the 2023 Plan restructuring activities during the nine months ended September 30, 2023:
| | | | | | | | | | | | | | | | | | | | |
| (In thousands) | | Employee
Severance and
Related Benefits | | Other Costs | | Total |
Liability at December 31, 2022 | | $ | — | | | $ | — | | | $ | — | |
| Charges | | 4,646 | | | 4,748 | | | 9,394 | |
| Non-cash items* | | — | | | (948) | | | (948) | |
| Payments | | (4,066) | | | (2,000) | | | (6,066) | |
Liability at September 30, 2023 | | $ | 580 | | | $ | 1,800 | | | $ | 2,380 | |
_________________________________________
* The non-cash items of $0.9 million related to the write-down of software licenses for engineering development tools.
During the nine months ended September 30, 2022, the Company did not initiate any restructuring programs.
17. Divestiture
In July 2023, the Company entered into an asset purchase agreement (the “Purchase Agreement”) with Cadence Design Systems, Inc. (the “Purchaser”), pursuant to which the Company agreed to sell certain assets and the Purchaser agreed to assume certain liabilities from the Company, in each case with respect to the Company’s PHY IP group, for $110.0 million in cash, subject to certain adjustments and certain closing conditions (the “Transaction”). The decision to sell this business reflects the evolution of the Company’s core semiconductor business to focus on the development of digital IP and chips, including novel memory solutions for high-performance computing, to support the continued advancement of the data center and artificial intelligence.
The Transaction was completed on September 6, 2023 and resulted in net proceeds of approximately $106.3 million, which consisted of the initial selling price of $110.0 million offset by approximately $3.7 million related to certain purchase price adjustments. The Company recognized a net gain on divestiture of the PHY IP group in the Unaudited Condensed Consolidated Statements of Operations of approximately $90.8 million during the three and nine months ended September 30, 2023. Transaction costs of approximately $1.4 million were included in the net gain of $90.8 million.
The divestiture of the PHY IP group did not represent a strategic shift that would have a major effect on the Company’s consolidated results of operations, and therefore its results of operations were not reported as discontinued operations.
Concurrent with the Transaction, the Company also recorded a charge of approximately $10.0 million in the Company’s Unaudited Condensed Consolidated Statements of Operations. The charge was primarily related to the accelerated amortization of software licenses that were not part of the PHY IP disposal group.
18. Acquisition
There were no acquisitions during the nine months ended September 30, 2023.
2022 Acquisition
Hardent, Inc.
On May 20, 2022, (the “Closing Date”), the Company completed its acquisition of Hardent, a leading electronic design company, by acquiring all of its outstanding shares. The Company acquired Hardent for a total consideration of approximately $16.1 million, which consisted of $14.7 million in initial cash consideration paid at the Closing Date, $1.2 million deposited into an escrow account to fund indemnification obligations to be released within 18 months after the Closing Date, and $0.2 million deposited into an escrow account to fund other contractual provisions related to certain working capital adjustments. The addition of the technology and expertise from Hardent augments the Company’s CXL memory interconnect initiative.
As part of the acquisition, the Company agreed to pay certain Hardent employees approximately $1.2 million in cash over three years following the Closing Date (the “Retention Bonus”), to be paid in three equal installments on each of the dates that are 12 months, 24 months and 36 months following the Closing Date. The Retention Bonus payouts are subject to the condition of continued employment, therefore the Retention Bonus payouts will be treated as compensation and will be expensed ratably over the retention period.
The fair value of the intangible assets acquired was determined by management primarily by using the multi-period excess earnings method under the income approach. This method reflects the present value of the projected cash flows that are expected to be generated by the existing technologies less charges representing the contribution of other assets to those cash
flows. The fair values of the remaining assets acquired and liabilities assumed approximated their carrying values at the Closing Date. The Company performed a valuation of the net assets acquired as of the Closing Date.
The total consideration from the acquisition was allocated as of the Closing Date, and reflects adjustments made during the measurement period, as follows:
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| (In thousands) | | Total |
| Cash and cash equivalents | | $ | 209 | |
| | |
| Accounts receivable | | 1,088 | |
| Unbilled receivables | | 239 | |
| | |
| Prepaid expenses and other current assets | | 16 | |
| Identified intangible assets | | 5,000 | |
| | |
| Goodwill | | 12,069 | |
| | |
| | |
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| Accounts payable | | (55) | |
| | |
| Deferred revenue | | (578) | |
| Income taxes payable | | (466) | |
| | |
| Deferred tax liability | | (1,325) | |
| Other current liabilities | | (56) | |
| Total | | $ | 16,141 | |
The goodwill arising from the acquisition is primarily attributed to synergies related to the combination of new and complementary technologies of the Company and the assembled workforce of the acquired business. This goodwill was not deductible for tax purposes.
The identified intangible assets assumed in the acquisition of Hardent were recognized as follows based upon their estimated fair values as of the acquisition date:
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| | Total | | Estimated Weighted-Average Useful Life |
| | (in thousands) | | (in years) |
| Existing technology | | $ | 4,800 | | | 5 years |
| Customer contracts and contractual relationships | | 200 | | | 2 years |
| | | | |
| | | | |
| Total | | $ | 5,000 | | | |
Unaudited Pro Forma Combined Consolidated Financial Information
The following pro forma financial information presents the combined results of operations for the Company and Hardent as if the acquisition had occurred on January 1, 2021. The pro forma financial information has been prepared for comparative purposes only and does not purport to be indicative of the actual operating results that would have been recorded had the acquisition actually taken place on January 1, 2021, and should not be taken as indicative of future consolidated operating results. Additionally, the pro forma financial results do not include any anticipated synergies or other expected benefits from the acquisition:
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| | | Three Months Ended | | | | Nine Months Ended | | | | |
| (In thousands) | | | September 30, 2022 | | | | September 30, 2022 | | | | |
| Total revenue | | | $ | 112,244 | | | | | $ | 335,485 | | | | | | | |
| Net income (loss) | | | $ | 1,170 | | | | | $ | (29,228) | | | | | | | |
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The pro forma net income for 2022 was adjusted to exclude $0.2 million and $1.2 million of acquisition-related costs incurred during the three and nine months ended September 30, 2022. Consequently, the pro forma net income for 2021 was adjusted to include these costs.
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
This report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 as described in more detail under “Note Regarding Forward-Looking Statements.” Our forward-looking statements are based on current expectations, forecasts and assumptions and are subject to risks, uncertainties and changes in condition, significance, value and effect. As a result of the factors described herein, and in the documents incorporated herein by reference, including, in particular, those factors described under “Risk Factors,” we undertake no obligation to publicly disclose any revisions to these forward-looking statements to reflect events or circumstances occurring subsequent to filing this report with the Securities and Exchange Commission.
The following discussion and analysis should be read in conjunction with the Unaudited Condensed Consolidated Financial Statements and related notes that are included elsewhere in this report.
Rambus is a trademark of Rambus Inc. Other trademarks that may be mentioned in this quarterly report on Form 10-Q are the property of their respective owners.
Business Overview
Rambus is an industry-leading provider of chips, silicon IP and innovations that address the fundamental challenges of accelerating data and enable critical performance improvements for data center and other growing markets. The ongoing growth of the cloud, along with the widespread advancement of artificial intelligence (“AI”) and other data-intensive workloads, continue to drive an exponential increase in data usage and demands on data infrastructure. Creating fast and safe connections, both in and across systems, remains one of the most mission-critical design challenges limiting performance in advanced hardware for these markets.
As an industry pioneer with over 30 years of advanced semiconductor design experience, Rambus is ideally positioned to address the challenges of moving and protecting data. We are a leader in high-performance memory subsystems, providing chips, intellectual property (“IP”) and innovations that maximize the performance and security in data-intensive systems. Whether in the cloud, at the edge or in your hand, real-time and immersive applications depend on data throughput and integrity. Rambus products and innovations deliver the increased bandwidth, capacity and security required to meet the world’s data needs and drive ever-greater end-user experiences.
Our strategic objectives are focusing our product portfolio and research around our core strength in semiconductors, optimizing our operational efficiency, and leveraging our strong cash generation to re-invest for growth. We continue to maximize synergies across our businesses and customer base, leveraging the significant overlap in our ecosystem of customers, partners and influencers. The Rambus product and technology roadmap, as well as our go-to-market strategy, are driven by the application-specific requirements of our focus markets.
Executive Summary
The Company’s continued execution delivered strong results during the third quarter of 2023, driven by the demand for our memory interface chips and our Silicon IP solutions, and continued stability from our royalties revenue.
Key third quarter 2023 financial results included:
•Revenue of $105.3 million;
•Operating benefits of $23.6 million; and
•Net cash provided by operating activities of $51.6 million.
During the third quarter, we completed a $100.0 million accelerated share repurchase program. We also completed the sale of our PHY IP group, strengthening our focus on chips and digital IPs. We produced quarterly product revenue of $52.2 million, which was primarily driven by our memory interface chips.
Operational Highlights
Revenue Sources
The Company’s consolidated revenue is comprised of product revenue, royalties and contract and other revenue.
Product revenue consists primarily of memory interface chips. Our memory interface chips are sold to major DRAM manufacturers, Micron, Samsung and SK hynix, as well as directly to system manufacturers and cloud providers, for integration
into server memory modules. Product revenue accounted for 50% of our consolidated revenue for each of the three and nine months ended September 30, 2023, as compared to 52% and 48% for the three and nine months ended September 30, 2022.
Royalty revenue is derived from our patent licenses, through which we provide our customers certain rights to our broad worldwide portfolio of patented inventions. Our patent licenses enable our customers to use a portion of our patent portfolio in their own digital electronics products. The licenses typically range in term up to ten years and define the specific field of use where our customers may utilize our inventions in their products. Royalties may be structured as fixed, variable or a hybrid of fixed and variable royalty payments. Leading semiconductor and electronic system companies such as AMD, Broadcom, Cisco, CXMT, IBM, Infineon, Kioxia, Marvell, MediaTek, Micron, Nanya, NVIDIA, Panasonic, Phison, Qualcomm, Samsung, SK hynix, Socionext, STMicroelectronics, Toshiba, Western Digital, and Winbond have licensed our patents. The vast majority of our patents originate from our internal research and development efforts. Additionally, from time to time, we enter into agreements to sell certain patent assets under agreements which may also include subsequent profit-sharing. The sale of these patents, as well as the subsequent profit-sharing, are included as part of our royalty revenue. Revenue from royalties accounted for 27% and 29% of our consolidated revenue for the three and nine months ended September 30, 2023, as compared to 27% and 33% for the three and nine months ended September 30, 2022.
Contract and other revenue consists primarily of Silicon IP, which is comprised of our high-speed interface and security IP. Revenue sources under contract and other include our IP core licenses, software licenses and related implementation, support and maintenance fees and engineering services fees. The timing and amounts invoiced to customers can vary significantly depending on specific contract terms and can therefore have a significant impact on deferred revenue or accounts receivable in any given period. Contract and other revenue accounted for 23% and 21% of our consolidated revenue for the three and nine months ended September 30, 2023, as compared to 21% and 19% for the three and nine months ended September 30, 2022.
Costs and Expenses
Cost of product revenue decreased approximately $2.6 million for the three months ended September 30, 2023 as compared to the same period in 2022, primarily due to lower product revenue and a change in product mix. Cost of product revenue increased approximately $3.8 million for the nine months ended September 30, 2023 as compared to the same period in 2022, primarily due to an increase in sales volumes of our memory interface chips, partially offset by a change in product mix during the period.
Cost of contract and other revenue decreased approximately $0.2 million for the three months ended September 30, 2023 as compared to the same period in 2022. Cost of contract and other revenue increased approximately $1.2 million for the nine months ended September 30, 2023 as compared to the same period in 2022. The decrease for the three months ended September 30, 2023 was primarily due to lower engineering services associated with the contracts. The increase for the nine months ended September 30, 2023 was primarily due to higher engineering services associated with the contracts.
Total research and development expenses for the three months ended September 30, 2023 decreased approximately $1.9 million as compared to the same period in 2022, primarily due to decreased prototyping costs of $1.2 million, consulting expenses of $0.5 million, bonus expenses of $0.5 million and software EDA tool subscriptions of $0.5 million, offset by an increase in headcount-related expenses of $0.5 million. Total research and development expenses for the nine months ended September 30, 2023 increased approximately $2.2 million as compared to the same period in 2022, primarily due to increased headcount-related expenses of $2.2 million, stock-based compensation expenses of $1.6 million, depreciation expenses of $1.2 million, software EDA tool subscriptions of $1.0 million, facility expenses of $0.6 million, and allocated information technology costs of $0.5 million, offset by a decrease in consulting expenses of $1.4 million, retention bonus expenses related to acquisitions of $1.3 million, an increase in engineering costs allocated to cost of revenue of $1.3 million, prototyping costs of $0.9 million and bonus expenses of $0.4 million.
Total sales, general and administrative expenses for the three months ended September 30, 2023 decreased approximately $0.9 million as compared to the same period in 2022, primarily due to decreases in acquisition-related costs of $1.3 million, bonus expenses of $1.2 million and rent and facility expenses of $0.5 million, offset by increases in stock-based compensation expenses of $1.5 million and accounting and audit fees of $0.5 million. Total sales, general and administrative expenses for the nine months ended September 30, 2023 increased approximately $3.1 million as compared to the same period in 2022, primarily due to increases in stock-based compensation expenses of $7.6 million, headcount-related expenses of $1.3 million and accounting and audit fees of $0.5 million, offset by decreases in acquisition-related costs of $4.7 million, bonus expenses related to acquisitions of $1.0 million, consulting expenses of $0.5 million, recruiting expenses of $0.5 million and rent and facility expenses of $0.5 million.
Intellectual Property
As of September 30, 2023, our semiconductor, security, and other technologies are covered by 2,215 U.S. and foreign patents. Additionally, we have 546 patent applications pending. Some of the patents and pending patent applications are derived
from a common parent patent application or are foreign counterpart patent applications. We file applications for and obtain patents in the United States and in selected foreign countries where we believe filing for such protection is appropriate and would further our overall business strategy and objectives. In some instances, obtaining appropriate levels of protection may involve prosecuting continuation and counterpart patent applications based on a common parent application. We believe our patented innovations provide our customers with the ability to achieve improved performance, lower risk, greater cost-effectiveness, and other benefits in their products and services.
Trends
There are a number of trends that may have a material impact on us in the future, including but not limited to, the evolution of memory technology, adoption of security solutions, the use and adoption of our inventions or technologies generally, industry consolidation and global economic conditions with the resulting impact on sales of consumer electronic systems.
We have a high degree of revenue concentration. Our top five customers represented approximately 63% and 59% of our revenue for the three and nine months ended September 30, 2023, as compared to 61% and 57% for the three and nine months ended September 30, 2022, respectively. The particular customers which account for revenue concentration have varied from period-to-period as a result of the addition of new contracts, expiration of existing contracts, renewals of existing contracts, industry consolidation and the volumes and prices at which the customers have recently sold to their customers. These variations are expected to continue in the foreseeable future.
Our revenue from companies headquartered outside of the United States accounted for approximately 69% and 61% of our total revenue for the three and nine months ended September 30, 2023, as compared to 37% and 42% for the three and nine months ended September 30, 2022. We expect that revenue derived from international customers will continue to represent a significant portion of our total revenue in the future. Currently, our revenue from international customers is predominantly denominated in U.S. dollars. For additional information concerning international revenue, refer to Note 5, “Segments and Major Customers,” of Notes to Unaudited Condensed Consolidated Financial Statements of this Form 10-Q.
The royalties we receive from our semiconductor customers are partly a function of the adoption of our technologies by system companies. Many system companies purchase semiconductors containing our technologies from our customers and do not have a direct contractual relationship with us. Our customers generally do not provide us with details as to the identity or volume of licensed semiconductors purchased by particular system companies. As a result, we face difficulty in analyzing the extent to which our future revenue will be dependent upon particular system companies. Several of our licensees have renewed or extended their license agreements with us during the nine months ended September 30, 2023, including SK hynix and Socionext.
As a part of our overall business strategy, from time to time, we evaluate businesses and technologies for potential acquisitions that are aligned with our core business and designed to supplement our growth, including the acquisition of Hardent in the second quarter of 2022 and the acquisitions of AnalogX and PLDA in the third quarter of 2021. Similarly, we evaluate our current businesses and technologies that are not aligned with our core business for potential divestiture, such as the sale of our PHY IP group to Cadence in the third quarter of 2023. We expect to continue to evaluate and potentially enter into strategic acquisitions or divestitures which will impact our business and operating results.
Results of Operations
The following table sets forth, for the periods indicated, the percentage of total revenue represented by certain items reflected on our Unaudited Condensed Consolidated Statements of Operations:
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| Three Months Ended | | Nine Months Ended |
| September 30, | | September 30, |
| 2023 | | 2022 | | 2023 | | 2022 |
| Revenue: | | | | | | | |
| Product revenue | 49.6 | % | | 52.2 | % | | 50.5 | % | | 48.1 | % |
| Royalties | 27.4 | % | | 26.6 | % | | 28.8 | % | | 32.6 | % |
| Contract and other revenue | 23.0 | % | | 21.2 | % | | 20.7 | % | | 19.3 | % |
| Total revenue | 100.0 | % | | 100.0 | % | | 100.0 | % | | 100.0 | % |
| Cost of revenue: | | | | | | | |
| Cost of product revenue | 18.4 | % | | 19.5 | % | | 19.0 | % | | 18.3 | % |
| Cost of contract and other revenue | 1.2 | % | | 1.3 | % | | 1.3 | % | | 0.9 | % |
| Amortization of acquired intangible assets | 3.2 | % | | 3.2 | % | | 3.1 | % | | 3.1 | % |
| Total cost of revenue | 22.8 | % | | 24.0 | % | | 23.4 | % | | 22.3 | % |
| Gross profit | 77.2 | % | | 76.0 | % | | 76.6 | % | | 77.7 | % |
| Operating expenses (benefits): | | | | | | | |
| Research and development | 35.5 | % | | 35.0 | % | | 35.6 | % | | 35.7 | % |
| Sales, general and administrative | 24.1 | % | | 23.3 | % | | 24.3 | % | | 23.9 | % |
| Amortization of acquired intangible assets | 0.3 | % | | 0.4 | % | | 0.3 | % | | 0.4 | % |
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| Restructuring charges (benefit) | (0.1) | % | | — | % | | 2.8 | % | | — | % |
| Gain on divestiture | (86.3) | % | | — | % | | (26.8) | % | | — | % |
| Impairment of assets | 9.5 | % | | — | % | | 3.0 | % | | — | % |
| Change in fair value of earn-out liability | (5.4) | % | | 2.1 | % | | 2.4 | % | | (0.6) | % |
| Total operating expenses (benefits) | (22.4) | % | | 60.8 | % | | 41.6 | % | | 59.4 | % |
| Operating income | 99.6 | % | | 15.2 | % | | 35.0 | % | | 18.3 | % |
| Interest income and other income (expense), net | 2.5 | % | | 2.5 | % | | 2.1 | % | | 2.1 | % |
| Gain on fair value of equity security | — | % | | 3.2 | % | | — | % | | 1.1 | % |
| Loss on extinguishment of debt | — | % | | (15.3) | % | | — | % | | (25.2) | % |
| Loss on fair value adjustment of derivatives, net | — | % | | (2.1) | % | | (0.1) | % | | (3.2) | % |
| Interest expense | (0.3) | % | | (0.4) | % | | (0.3) | % | | (0.4) | % |
| Interest and other income (expense), net | 2.2 | % | | (12.1) | % | | 1.7 | % | | (25.6) | % |
| Income (loss) before income taxes | 101.8 | % | | 3.1 | % | | 36.7 | % | | (7.3) | % |
| Provision for (benefit from) income taxes | 3.8 | % | | 2.3 | % | | (44.6) | % | | 1.8 | % |
| Net income (loss) | 98.0 | % | | 0.8 | % | | 81.3 | % | | (9.1) | % |
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| | Three Months Ended | | | | Nine Months Ended | | |
| | | September 30, | | Change in | | September 30, | | Change in |
| (Dollars in millions) | | 2023 | | 2022 | | Percentage | | 2023 | | 2022 | | Percentage |
| Total revenue: | | | | | | | | | | | | |
| Product revenue | | $ | 52.2 | | | $ | 58.6 | | | (11.0) | % | | $ | 170.9 | | | $ | 159.9 | | | 6.9 | % |
| Royalties | | 28.9 | | | 29.9 | | | (3.4) | % | | 97.7 | | | 108.4 | | | (9.9) | % |
| Contract and other revenue | | 24.2 | | | 23.7 | | | 2.2 | % | | 70.3 | | | 64.2 | | | 9.5 | % |
| Total revenue | | $ | 105.3 | | | $ | 112.2 | | | (6.2) | % | | $ | 338.9 | | | $ | 332.5 | | | 1.9 | % |
Product Revenue
Product revenue consists of revenue from the sale of memory and security products.
Product revenue decreased approximately $6.4 million for the three months ended September 30, 2023 as compared to the same period in 2022. The decrease was due to lower sales of our memory interface chips. Product revenue increased
approximately $11.0 million for the nine months ended September 30, 2023 as compared to the same period in 2022. The increase was due to higher sales of our memory interface chips.
Growth in our product revenue is dependent on, among other things, the industry transition to a new generation of memory, as well as our ability to continue to obtain orders from customers, meet our customers’ demands and mitigate any supply chain and economic disruption.
Royalties
Royalty revenue, which includes patent and technology license royalties, decreased approximately $1.0 million for the three months ended September 30, 2023 as compared to the same period in 2022. Our royalty revenue decreased approximately $10.7 million for the nine months ended September 30, 2023 as compared to the same period in 2022. The decrease in both periods was primarily due to the timing and structure of license renewals, partially offset by revenue from the sale of patent assets in the third quarter of 2023.
We are continuously in negotiations for licenses with prospective customers. We expect royalty revenue will continue to vary from period to period based on our success in adding new customers, renewing or extending existing agreements, as well as the level of variation in our customers’ reported shipment volumes, sales price and product mix, offset in part by the proportion of customer payments that are fixed or hybrid in nature.
Contract and Other Revenue
Contract and other revenue consists of revenue from technology development projects. Contract and other revenue increased approximately $0.5 million for the three months ended September 30, 2023 as compared to the same period in 2022. Contract and other revenue increased approximately $6.1 million for the nine months ended September 30, 2023 as compared to the same period in 2022. The increases in both periods was primarily due to higher revenue associated with our Silicon IP offerings.
We believe that contract and other revenue will fluctuate over time based on our ongoing technology development contractual requirements, the amount of work performed, the timing of completing engineering deliverables and the changes to work required, as well as new technology development contracts booked in the future.
Cost of Product Revenue
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| | Three Months Ended | | | | Nine Months Ended | | |
| | | September 30, | | Change in | | September 30, | | Change in |
| (Dollars in millions) | | 2023 | | 2022 | | Percentage | | 2023 | | 2022 | | Percentage |
| Cost of product revenue | | $ | 19.4 | | | $ | 22.0 | | | (11.7) | % | | $ | 64.6 | | | $ | 60.8 | | | 6.2 | % |
Cost of product revenue are costs attributable to the sale of memory and security products. Cost of product revenue decreased approximately $2.6 million for the three months ended September 30, 2023 as compared to the same period in 2022, primarily due to lower product revenue and a change in product mix. Cost of product revenue increased approximately $3.8 million for the nine months ended September 30, 2023 as compared to the same period in 2022, primarily due to an increase in sales volumes of our memory interface chips, partially offset by a change in product mix during the period.
In the near term, we expect costs of product revenue to fluctuate due to changes in product mix and the timing of orders.
Cost of Contract and Other Revenue
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| | Three Months Ended | | | | Nine Months Ended | | |
| | | September 30, | | Change in | | September 30, | | Change in |
| (Dollars in millions) | | 2023 | | 2022 | | Percentage | | 2023 | | 2022 | | Percentage |
| Cost of contract and other revenue | | $ | 1.3 | | | $ | 1.5 | | | (11.0) | % | | $ | 4.3 | | | $ | 3.1 | | | 40.2 | % |
Cost of contract and other revenue reflects the portion of the total engineering costs which are specifically devoted to individual customer development and support services. Cost of contract and other revenue decreased approximately $0.2 million for the three months ended September 30, 2023 as compared to the same period in 2022. Cost of contract and other revenue increased approximately $1.2 million for the nine months ended September 30, 2023 as compared to the same period in 2022. The decrease for the three months ended September 30, 2023 was primarily due to lower engineering services associated with the contracts. The increase for the nine months ended September 30, 2023 was primarily due to higher engineering services associated with the contracts.
In the near term, we expect costs of contract and other revenue to vary from period to period based on varying revenue recognized from contract and other revenue.
Research and Development Expenses
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| | Three Months Ended | | | | Nine Months Ended | | |
| | | September 30, | | Change in | | September 30, | | Change in |
| (Dollars in millions) | | 2023 | | 2022 | | Percentage | | 2023 | | 2022 | | Percentage |
| Research and development expenses: | | | | | | | | | | | | |
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| Research and development expenses, excluding stock-based compensation | | $ | 34.5 | | | $ | 36.1 | | | (4.4) | % | | $ | 109.6 | | | $ | 108.9 | | | 0.6 | % |
| Stock-based compensation | | 2.9 | | | 3.2 | | | (10.7) | % | | 11.2 | | | 9.7 | | | 16.2 | % |
| Total research and development expenses | | $ | 37.4 | | | $ | 39.3 | | | (4.9) | % | | $ | 120.8 | | | $ | 118.6 | | | 1.8 | % |
Research and development expenses are those expenses incurred for the development of applicable technologies.
Total research and development expenses for the three months ended September 30, 2023 decreased approximately $1.9 million as compared to the same period in 2022, primarily due to decreased prototyping costs of $1.2 million, consulting expenses of $0.5 million, bonus expenses of $0.5 million and software EDA tool subscriptions of $0.5 million, offset by an increase in headcount-related expenses of $0.5 million.
Total research and development expenses for the nine months ended September 30, 2023 increased approximately $2.2 million as compared to the same period in 2022, primarily due to increased headcount-related expenses of $2.2 million, stock-based compensation expenses of $1.6 million, depreciation expenses of $1.2 million, software EDA tool subscriptions of $1.0 million, facility expenses of $0.6 million, and allocated information technology costs of $0.5 million, offset by a decrease in consulting expenses of $1.4 million, retention bonus expenses related to acquisitions of $1.3 million, an increase in engineering costs allocated to cost of revenue of $1.3 million, prototyping costs of $0.9 million and bonus expenses of $0.4 million.
We will continue to make investments in the infrastructure and technologies required to maintain our product innovation in semiconductor, security, and other technologies.
Sales, General and Administrative Expenses
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| | Three Months Ended | | | | Nine Months Ended | | |
| | | September 30, | | Change in | | September 30, | | Change in |
| (Dollars in millions) | | 2023 | | 2022 | | Percentage | | 2023 | | 2022 | | Percentage |
Sales, general and administrative expenses: | | | | | | | | | | | | |
| Sales, general and administrative expenses, excluding stock-based compensation | | $ | 18.3 | | | $ | 20.7 | | | (11.5) | % | | $ | 59.7 | | | $ | 64.2 | | | (7.0) | % |
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| Stock-based compensation | | 7.0 | | | 5.5 | | | 27.5 | % | | 22.8 | | | 15.2 | | | 49.8 | % |
Total sales, general and administrative expenses | | $ | 25.3 | | | $ | 26.2 | | | (3.3) | % | | $ | 82.5 | | | $ | 79.4 | | | 3.9 | % |
Sales, general and administrative expenses include expenses and costs associated with trade shows, public relations, advertising, litigation, general legal, insurance and other sales, marketing and administrative efforts. Consistent with our business model, our licensing, sales, and marketing activities aim to develop or strengthen relationships with potential new and current customers. In addition, we work with current customers through marketing, sales, and technical efforts to drive adoption of their products that use our innovations and solutions, by system companies. Due to the long business development cycles we face and the semi-fixed nature of sales, general and administrative expenses in a given period, these expenses generally do not correlate to the level of revenue in that period or in comparable recent or future periods.
Total sales, general and administrative expenses for the three months ended September 30, 2023 decreased approximately $0.9 million as compared to the same period in 2022, primarily due to decreases in acquisition-related costs of $1.3 million, bonus expenses of $1.2 million and rent and facility expenses of $0.5 million, offset by increases in stock-based compensation expenses of $1.5 million and accounting and audit fees of $0.5 million.
Total sales, general and administrative expenses for the nine months ended September 30, 2023 increased approximately $3.1 million as compared to the same period in 2022, primarily due to increases in stock-based compensation expenses of $7.6 million, headcount-related expenses of $1.3 million and accounting and audit fees of $0.5 million, offset by decreases in acquisition-related costs of $4.7 million, bonus expenses related to acquisitions of $1.0 million, consulting expenses of $0.5 million, recruiting expenses of $0.5 million and rent and facility expenses of $0.5 million.
In the future, sales, general and administrative expenses will vary from period to period based on the trade shows, advertising, legal, acquisition, and other sales, marketing, and administrative activities undertaken, and the change in sales, marketing, and administrative headcount in any given period.
Amortization of Acquired Intangible Assets
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Three Months Ended | | | | Nine Months Ended | | |
| | | September 30, | | Change in | | September 30, | | Change in |
| (Dollars in millions) | | 2023 | | 2022 | | Percentage | | 2023 | | 2022 | | Percentage |
| Amortization of acquired intangible assets: | | | | | | | | | | | | |
| Amortization of acquired intangible assets included in total cost of revenue | | $ | 3.3 | | | $ | 3.6 | | | (6.3) | % | | $ | 10.5 | | | $ | 10.4 | | | 0.9 | % |
| Amortization of acquired intangible assets included in total operating expenses (benefits) | | 0.3 | | | 0.4 | | | (40.4) | % | | 1.0 | | | 1.3 | | | (18.8) | % |
| Total amortization of acquired intangible assets | | $ | 3.6 | | | $ | 4.0 | | | (10.0) | % | | $ | 11.5 | | | $ | 11.7 | | | (1.2) | % |
Amortization expense is related to various acquired IP.
Amortization of acquired intangible assets recognized in cost of revenue and operating expenses (benefits) for the three and nine months ended months ended September 30, 2023 remained relatively flat as compared to the same periods in 2022. In the third quarter of 2023, we divested our PHY IP group and as a result, we disposed of approximately $7.4 million of net intangible assets, which are expected to reduce our amortization expense in future periods. Refer to Note 4, “Intangible Assets and Goodwill,” of Notes to Unaudited Condensed Consolidated Financial Statements of this Form 10-Q for additional information.
Restructuring and Other Charges (Benefit) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Three Months Ended | | | | Nine Months Ended | | |
| | | September 30, | | Change in | | September 30, | | Change in |
| (Dollars in millions) | | 2023 | | 2022 | | Percentage | | 2023 | | 2022 | | Percentage |
| Restructuring and other charges (benefit) | | $ | (0.1) | | | $ | — | | | (100.0) | % | | $ | 9.4 | | | $ | — | | | 100.0 | % |
In June 2023, we initiated a restructuring program to reduce overall expenses which is expected to improve future profitability by reducing our overall spending (the “2023 Restructuring Plan”). In connection with this restructuring program, we initiated a plan resulting in a reduction of 42 employees. During the nine months ended September 30, 2023, we recorded charges of approximately $9.4 million, which included an immaterial benefit during the three months ended September 30, 2023, to “Restructuring and other charges (benefit)” in our Unaudited Condensed Consolidated Statement of Operations, related to the reduction in workforce, as well as write-downs of obligations related to certain IP development costs and software licenses for engineering development tools. The 2023 Restructuring Plan is expected to be substantially completed in the fourth quarter of 2023. Refer to Note 16, “Restructuring and Other Charges,” of Notes to Unaudited Condensed Consolidated Financial Statements of this Form 10-Q for additional information.
During the nine months ended September 30, 2022, we did not initiate any restructuring programs.
Gain on Divestiture
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Three Months Ended | | | | Nine Months Ended | | |
| | | September 30, | | Change in | | September 30, | | Change in |
| (Dollars in millions) | | 2023 | | 2022 | | Percentage | | 2023 | | 2022 | | Percentage |
Change in fair value of earn-out liability | | $ | (90.8) | | | $ | — | | | (100.0) | % | | $ | (90.8) | | | $ | — | | | (100.0) | % |
In July 2023, we entered into an asset purchase agreement (the “Purchase Agreement”) with Cadence Design Systems, Inc. (the “Purchaser”), pursuant to which we agreed to sell certain assets and the Purchaser agreed to assume certain liabilities from us in each case with respect to our PHY IP group. The decision to sell this business reflects the ongoing review of our core semiconductor business to focus on our development of digital IP and chips, including novel memory solutions for high-performance computing, to support the continued evolution of the data center and artificial intelligence.
Consequently, we recognized a gain of approximately $90.8 million during the three and nine months ended September 30, 2023. Refer to Note 17, “Divestiture,” of Notes to Unaudited Condensed Consolidated Financial Statements of this Form 10-Q for additional information.
Impairment of Assets
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Three Months Ended | | | | Nine Months Ended | | |
| | | September 30, | | Change in | | September 30, | | Change in |
| (Dollars in millions) | | 2023 | | 2022 | | Percentage | | 2023 | | 2022 | | Percentage |
| Impairment of assets | | $ | 10.0 | | | $ | — | | | 100.0 | % | | $ | 10.0 | | | $ | — | | | 100.0 | % |
Concurrent with the sale of our PHY IP group to Cadence, we recorded a charge of approximately $10.0 million in our Unaudited Condensed Consolidated Statement of Operations for the three and nine months ended September 30, 2023. The charge was primarily related to the accelerated amortization of software licenses that were not part of the PHY IP disposal group, but where acceleration is warranted due to the lower headcount and corresponding excess capacity for such licenses. Refer to Note 17, “Divestiture,” of Notes to Unaudited Condensed Consolidated Financial Statements of this Form 10-Q for additional information.
Change in Fair Value of Earn-Out Liability
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Three Months Ended | | | | Nine Months Ended | | |
| | | September 30, | | Change in | | September 30, | | Change in |
| (Dollars in millions) | | 2023 | | 2022 | | Percentage | | 2023 | | 2022 | | Percentage |
Change in fair value of earn-out liability | | $ | (5.7) | | | $ | 2.4 | | | NM* | | $ | 8.1 | | | $ | (1.9) | | | NM* |
_________________________________________NM* — percentage is not meaningful
The changes in the fair value of the earn-out liability related to the PLDA acquisition, which is subject to certain revenue targets of the acquired business for a period of three years from the date of acquisition, and which is settled annually in shares of our common stock based on the fair value of that common stock fixed at the time we acquired PLDA. The fair value of the earn-out liability is remeasured each quarter, depending on the acquired business’s revenue performance relative to target over the applicable period, and adjusted to reflect changes in the per share value of our common stock. During the three and nine months ended September 30, 2023, we remeasured the fair value of the earn-out liability, which resulted in a gain of $5.7 million and additional expense of $8.1 million, respectively, in our Unaudited Condensed Consolidated Statements of Operations. During the three and nine months ended September 30, 2022, we remeasured the fair value of the earn-out liability, which resulted in additional expense of $2.4 million and a gain of $1.9 million, respectively, in our Unaudited Condensed Consolidated Statements of Operations.
Interest and Other Income (Expense), Net
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Three Months Ended | | | | Nine Months Ended | | |
| | | September 30, | | Change in | | September 30, | | Change in |
| (Dollars in millions) | | 2023 | | 2022 | | Percentage | | 2023 | | 2022 | | Percentage |
| Interest income and other income (expense), net | | $ | 2.7 | | | $ | 2.8 | | | (4.3) | % | | $ | 7.1 | | | $ | 6.9 | | | 2.5 | % |
| Gain on fair value of equity security | | — | | | 3.5 | | | (100.0) | % | | — | | | 3.5 | | | (100.0) | % |
| Loss on extinguishment of debt | | — | | | (17.1) | | | (100.0) | % | | — | | | (83.6) | | | (100.0) | % |
| Loss on fair value adjustment of derivatives, net | | — | | | (2.3) | | | (100.0) | % | | (0.2) | | | (10.6) | | | (97.7) | % |
| Interest expense | | (0.3) | | | (0.4) | | | (18.5) | % | | (1.1) | | | (1.3) | | | (19.9) | % |
| Interest and other income (expense), net | | $ | 2.4 | | | $ | (13.5) | | | (117.5) | % | | $ | 5.8 | | | $ | (85.1) | | | (106.8) | % |
Interest income and other income (expense), net, includes interest income from our investment portfolio and from the significant financing component of licensing agreements, as well as any gains or losses from the re-measurement of our monetary assets or liabilities denominated in foreign currencies. For the three and nine months ended September 30, 2023, interest income and other income (expense), net, consisted primarily of interest income from our investment portfolio of $2.5 million and $6.4 million, respectively. For the three and nine months ended September 30, 2022, interest income and other income (expense), net, consisted primarily of interest income from the significant financing component of licensing agreements of $1.2 million and $4.5 million, respectively.
The gain on fair value of equity security of $3.5 million related to the sale of an equity security during the third quarter of 2022.
The losses on extinguishment of debt of $17.1 million and $83.6 million, as well as the $2.3 million and $10.6 million losses on fair value adjustment of derivatives, net, for the three and nine months ended September 30, 2022, respectively, related to the repurchases of $162.1 million aggregate principal amount of our 2023 Notes and the settlement of the related convertible senior note hedges and warrants.
The $0.2 million loss on fair value adjustment of derivatives, net, for the nine months ended September 30, 2023, related to the settlement of the remaining outstanding warrants in the first quarter of 2023.
Interest expense consists primarily of interest expense associated with long term software licenses for the three and nine months ended September 30, 2023. Prior to the second quarter of 2023, interest expense consisted primarily of interest expense associated with long term software licenses, the non-cash interest expense related to the amortization of the debt issuance costs on the 2023 Notes, as well as the coupon interest related to these notes. The remaining outstanding 2023 Notes were paid in full upon maturity in the first quarter of 2023. Refer to Note 9, “Convertible Notes,” of Notes to Unaudited Condensed Consolidated Financial Statements of this Form 10-Q for additional information.
Provision for (Benefit from) Income Taxes
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Three Months Ended | | | | Nine Months Ended | | |
| | | September 30, | | Change in | | September 30, | | Change in |
| (Dollars in millions) | | 2023 | | 2022 | | Percentage | | 2023 | | 2022 | | Percentage |
| Provision for (benefit from) income taxes | | $ | 4.0 | | | $ | 2.5 | | | 61.2% | | $ | (151.1) | | | $ | 5.9 | | | NM* |
| Effective tax rate | | 3.8 | % | | 72.7 | % | | | | (121.6) | % | | (24.5) | % | | |
_________________________________________
NM* — percentage is not meaningful
The provision for income taxes for the three months ended September 30, 2023 was primarily driven by foreign withholding taxes and adjustments to the valuation allowance release on our U.S. deferred tax assets due to a change in our forecasted taxable income and expense, offset by tax benefits from excess stock-based compensation deductions. The benefit from income taxes for the nine months ended September 30, 2023 was primarily driven by the valuation allowance release on our U.S. deferred tax assets, as well as tax benefits from excess stock-based compensation deductions, offset by foreign withholding taxes. Our income tax provision for the three months ended September 30, 2023 and income tax benefit for the nine months ended September 30, 2023 reflected an effective tax rate of 3.8% and (121.6)%, respectively. Our income tax provision for the three and nine months ended September 30, 2022 reflected an effective tax rate of 72.7% and (24.5)%, respectively. Our effective tax rate for the three and nine months ended September 30, 2023 differed from the U.S. statutory rate primarily due to the valuation allowance release on our U.S. deferred tax assets. Our effective tax rate for the three and nine months ended September 30, 2022, differed from the statutory rate primarily due to foreign tax credits and the full valuation allowance against U.S. deferred tax assets.
During the three months ended September 30, 2023 and 2022, we paid withholding taxes of $5.4 million and $5.5 million, respectively. During both the nine months ended September 30, 2023 and 2022, we paid withholding taxes of $15.8 million.
We periodically evaluate the realizability of our net deferred tax assets based on all available evidence, both positive and negative. The realizability of our net deferred tax assets is dependent on our ability to generate sufficient future taxable income during periods prior to the expiration of tax attributes to fully utilize these assets. During the second quarter of 2023, based on all available positive and negative evidence, we determined that it was appropriate to release the valuation allowance on the majority of our U.S. federal and other state deferred tax assets. We recognized a $149.4 million discrete tax benefit during the three and six months ended June 30, 2023 as a result of the valuation allowance release.
During the second quarter of 2023, we reached a cumulative income position over the previous three years. The cumulative three-year income is considered positive evidence, which is considered objective and verifiable, and thus received significant weighting. Additional positive evidence considered by us in our assessment included recent utilization of tax attribute carryforwards and future forecasts of continued profitability in the United States. Negative evidence we considered included economic uncertainties, including volatility of the industry, and the possibility of a recession or a decline in the market.
Upon considering the relative impact of all evidence during the second quarter of 2023, both negative and positive, and the weight accorded to each, we concluded that it was more likely than not that the majority of our deferred tax assets would be realizable, with the exception of primarily our California research and development credits and certain expiring federal tax credits that have not met the “more likely than not” realization threshold criteria. As a result, we released the related valuation allowance against the majority of our federal and state deferred tax assets. The effect of the valuation allowance release is included as a component of the benefit from income taxes in the accompanying Unaudited Condensed Consolidated Statements of Operations of this Form 10-Q.
When a change in valuation allowance is recognized during an interim period, the change in valuation allowance resulting from current year income is included in the annual effective tax rate and the release of valuation allowance supported by projections of future taxable income is recorded as a discrete provision for (benefit from) income taxes in the interim period. During the three months ended September 30, 2023, we further adjusted our valuation allowance release as a result of a change in our forecasted income and tax expense, primarily due to the sale of intangible assets as part of our PHY IP group divestiture. We recognized discrete tax expense of $4.4 million during the three months ended September 30, 2023, and we recognized a $145.1 million discrete tax benefit during the nine months ended September 30, 2023, as a result of our valuation allowance release.
We have 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.
Liquidity and Capital Resources
| | | | | | | | | | | | | | |
| | | As of |
| (In millions) | | September 30,
2023 | | December 31,
2022 |
| Cash and cash equivalents | | $ | 131.9 | | | $ | 125.3 | |
| Marketable securities | | 243.6 | | | 187.9 | |
| Total cash, cash equivalents and marketable securities | | $ | 375.5 | | | $ | 313.2 | |
| | | | | | | | | | | | | | |
| | Nine Months Ended |
| | | September 30, |
| (In millions) | | 2023 | | 2022 |
| Net cash provided by operating activities | | $ | 140.9 | | | $ | 179.1 | |
| Net cash provided by investing activities | | $ | 30.9 | | | $ | 217.5 | |
| Net cash used in financing activities | | $ | (165.4) | | | $ | (360.4) | |
Liquidity
We currently anticipate that existing cash, cash equivalents and marketable securities balances and cash flows from operations will be adequate to meet our cash needs for at least the next 12 months. Additionally, the majority of our cash and cash equivalents is in the United States. Our cash needs for the nine months ended September 30, 2023, were funded primarily from cash collected from our customers.
We do not anticipate any liquidity constraints as a result of either the current credit environment or investment fair value fluctuations. Additionally, we have the intent and ability to hold our debt investments that have unrealized losses in accumulated other comprehensive gain (loss) for a sufficient period of time to allow for recovery of the principal amounts invested. We continually monitor the credit risk in our portfolio and mitigate our credit risk exposures in accordance with our policies.
As a part of our overall business strategy, from time to time, we evaluate businesses and technologies for potential acquisitions that are aligned with our core business and designed to supplement our growth.
To provide us with more flexibility in returning capital to our stockholders, on October 29, 2020, our 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. The 2020 Repurchase Program replaced the previous program approved by our Board in January 2015 and canceled the remaining shares outstanding as part of the previous authorization.
On August 10, 2023, we entered into an accelerated share repurchase program with Royal Bank of Canada (“RBC”) (the “2023 ASR Program”). The 2023 ASR Program was part of the share repurchase program previously authorized by our Board on October 29, 2020. Under the 2023 ASR Program, we pre-paid to RBC the $100.0 million purchase price for our common stock and, in turn, we received an initial delivery of approximately 1.6 million shares of our common stock from RBC on August 11, 2023, which were retired and recorded as an $80.0 million reduction to stockholders’ equity. The remaining $20.0 million of the initial payment was recorded as a reduction to stockholders’ equity as an unsettled forward contract indexed to our stock. On September 22, 2023, the accelerated share repurchase program was completed and we received an additional 0.2 million shares of our common stock, which were retired, as the final settlement of the 2023 ASR Program.
On September 9, 2022, we entered into the 2022 ASR Program with Wells Fargo. The 2022 ASR Program was part of the share repurchase program previously authorized by our Board on October 29, 2020. Under the 2022 ASR Program, we pre-paid to Wells Fargo the $100.0 million purchase price for our common stock and, in turn, we received an initial delivery of approximately 3.1 million shares of our 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 our stock. During the fourth quarter of 2022, the 2022 ASR Program was completed and we received an additional 0.1 million shares of our common stock, which were retired, as the final settlement of the 2022 ASR Program.
As of September 30, 2023, there remained an outstanding authorization to repurchase approximately 7.9 million shares of our outstanding common stock under the 2020 Repurchase Program. Refer to “Share Repurchase Program” below.
Operating Activities
Cash provided by operating activities of $140.9 million for the nine months ended September 30, 2023, was primarily attributable to the cash generated from customer licensing, product sales and engineering services fees. Changes in operating assets and liabilities for the nine months ended September 30, 2023 primarily included a decrease in unbilled receivables and increase in income taxes payable, offset by increases in income taxes receivable, inventories and accounts receivable, as well as decreases in accounts payable, accrued salaries and benefits and deferred revenue.
Cash provided by operating activities of $179.1 million for the nine months ended September 30, 2022, was primarily attributable to the cash generated from customer licensing, product sales and engineering services fees. Changes in operating
assets and liabilities for the nine months ended September 30, 2022, primarily included decreases in unbilled receivable and accounts receivable and an increase in accounts payable, offset by decreases in income taxes payable, accrued salaries and benefits and other liabilities and deferred revenue, as well as an increase in inventory.
Investing Activities
Cash provided by investing activities of $30.9 million for the nine months ended September 30, 2023, consisted of proceeds from the maturities and sales of available-for-sale marketable securities of $127.5 million and $117.8 million, respectively, and net proceeds from sale of our PHY IP group of $106.3 million, offset by purchases of available-for-sale marketable securities of $298.3 million and $22.5 million paid to acquire property, plant and equipment.
Cash provided by investing activities of $217.5 million for the nine months ended September 30, 2022, consisted of proceeds from the sale and maturities of available-for-sale marketable securities of $276.7 million and $53.4 million, respectively, offset by purchases of available-for-sale marketable securities of $81.0 million, the acquisition of Hardent for $16.1 million, net of cash acquired of $0.2 million, $12.7 million paid to acquire property, plant and equipment and the acquisition of intangible assets for $3.0 million.
Financing Activities
Cash used in financing activities of $165.4 million for the nine months ended September 30, 2023, was primarily due to an aggregate payment of $100.3 million as part of our 2023 ASR program (includes $0.3 million in fees related to the ASR program), $36.7 million in payments of taxes on restricted stock units, $11.3 million paid under installment payment arrangements to acquire fixed assets, $10.7 million paid for the retirement of the remaining outstanding warrants, $10.4 million in aggregate principal amount paid upon maturity of the remaining outstanding 2023 Notes, offset by $6.5 million in proceeds from the issuance of common stock under equity incentive plans.
Cash used in financing activities of $360.4 million for the nine months ended September 30, 2022, was primarily due to $258.1 million paid in connection with the partial repurchases of our 2023 Notes in the first and third quarters of 2022, an aggregate payment of $100.4 million as part of our 2022 ASR program (includes $0.4 million in fees related to the ASR program), $69.5 million paid in connection with the settlement of warrants associated with the partial repurchases of our 2023 Notes, $17.5 million in payments of taxes on restricted stock units and $10.5 million paid under installment payment arrangements to acquire fixed assets, offset by proceeds of $91.7 million from the settlement of senior convertible note hedges associated with the partial repurchases of our 2023 Notes and $3.8 million in proceeds from the issuance of common stock under equity incentive plans.
Contractual Obligations
As of September 30, 2023, our material contractual obligations were as follows:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| (In thousands) | | Total | | Remainder of 2023 | | 2024 | | 2025 | | 2026 | | 2027 | | |
Contractual obligations (1) (2) | | | | | | | | | | | | | | |
Software licenses (3) | | $ | 29,847 | | | $ | 5,262 | | | $ | 16,502 | | | $ | 8,083 | | | $ | — | | | $ | — | | | |
| Other contractual obligations | | 1,800 | | | 600 | | | 1,200 | | | — | | | — | | | — | | | |
Acquisition retention bonuses (4) (5) | | 879 | | | — | | | 550 | | | 329 | | | — | | | — | | | |
| | | | | | | | | | | | | | |
| | | | | | | | | | | | | | |
| Total | | $ | 32,526 | | | $ | 5,862 | | | $ | 18,252 | | | $ | 8,412 | | | $ | — | | | $ | — | | | |
_________________________________________
(1) The above table does not reflect possible payments in connection with unrecognized tax benefits of approximately $104.4 million, including $27.4 million recorded as a reduction of long-term deferred tax assets and $77.0 million in long-term income taxes payable as of September 30, 2023. As noted in Note 13, “Income Taxes,” of Notes to Unaudited Condensed Consolidated Financial Statements of this Form 10-Q, although it is possible that some of the unrecognized tax benefits could be settled within the next 12 months, we cannot reasonably estimate the outcome at this time.
(2) For our lease commitments as of September 30, 2023, refer to Note 8, “Leases,” of Notes to Unaudited Condensed Consolidated Financial Statements of this Form 10-Q.
(3) We have commitments with various software vendors for agreements generally having terms longer than one year. As of September 30, 2023, approximately $16.0 million of the fair value of the software licenses was included in other current liabilities and $11.1 million was included in other long-term liabilities, in the accompanying Unaudited Condensed Consolidated Balance Sheet of this Form 10-Q.
(4) In connection with the acquisition of Hardent in the second quarter of 2022 and the acquisition of PLDA in the third quarter of 2021, we are obligated to pay retention bonuses to certain employees subject to certain eligibility and acceleration provisions, including the condition of employment.
(5) In connection with the acquisition of AnalogX in the third quarter of 2021, we were obligated to pay retention bonuses to certain employees subject to certain eligibility and acceleration provisions, including the condition of employment. In September 2023, we divested our PHY IP group, which includes AnalogX and resulted in us recognizing an immaterial decrease related to the remaining AnalogX acquisition retention bonus liability. Refer to Note 17, “Divestiture,” of Notes to Unaudited Condensed Consolidated Financial Statements of this Form 10-Q for additional information.
Share Repurchase Program
On October 29, 2020, our Board approved the 2020 Repurchase Program authorizing the repurchase of up to an aggregate of 20.0 million shares. 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. The 2020 Repurchase Program replaced the previous program approved by the Board in January 2015 and canceled the remaining shares outstanding as part of the previous authorization. During the nine months ended September 30, 2023, we repurchased shares of our common stock under the 2020 Repurchase Program as discussed below.
On August 10, 2023, we entered into an accelerated share repurchase program with Royal Bank of Canada (“RBC”) (the “2023 ASR Program”). The 2023 ASR Program was part of the share repurchase program previously authorized by our Board on October 29, 2020. Under the 2023 ASR Program, we pre-paid to RBC the $100.0 million purchase price for our common stock and, in turn, we received an initial delivery of approximately 1.6 million shares of our common stock from RBC on August 11, 2023, which were retired and recorded as an $80.0 million reduction to stockholders’ equity. The remaining $20.0 million of the initial payment was recorded as a reduction to stockholders’ equity as an unsettled forward contract indexed to our stock. On September 22, 2023, the accelerated share repurchase program was completed and we received an additional 0.2 million shares of our common stock, which were retired, as the final settlement of the 2023 ASR Program.
Effective January 1, 2023, our share repurchases are subject to a 1% excise tax as a result of the Inflation Reduction Act of 2022. Excise tax incurred is included in the cost of shares repurchased in the Unaudited Condensed Consolidated Statement of Stockholders’ Equity of this Form 10-Q.
On September 9, 2022, we entered into the 2022 ASR Program with Wells Fargo. The 2022 ASR Program was part of the share repurchase program previously authorized by our Board on October 29, 2020. Under the 2022 ASR Program, we pre-paid to Wells Fargo the $100.0 million purchase price for our common stock and, in turn, we received an initial delivery of approximately 3.1 million shares of our 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 our stock. During the fourth quarter of 2022, the 2022 ASR Program was completed and we received an additional 0.1 million shares of our common stock, which were retired, as the final settlement of the 2022 ASR Program.
As of September 30, 2023, there remained an outstanding authorization to repurchase approximately 7.9 million shares of our outstanding common stock under the 2020 Repurchase Program.
We record share repurchases as a reduction to stockholders’ equity. We record 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 our accounting policy.
Warrants
In the first quarter of 2023, subsequent to the settlement of the remaining 2023 Notes upon their maturity, we entered into agreements with the bank counterparties (the “Counterparties”) to retire the remaining outstanding warrants that we had previously entered into with the Counterparties in connection with the issuance of the 2023 Notes. Upon settlement, we paid $10.7 million in cash for the retirement of the remaining warrants.
Refer to Note 9, “Convertible Notes,” of Notes to Unaudited Condensed Consolidated Financial Statements of this Form 10-Q for additional information.
Critical Accounting Policies and Estimates
The discussion and analysis of our financial condition and results of operations are based upon our Unaudited Condensed Consolidated Financial Statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenue and expenses, and related disclosure of contingent assets and liabilities. On an ongoing basis, we evaluate our estimates, including those related to revenue recognition, investments, income taxes, litigation and other contingencies. We base our estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. Our critical accounting estimates include those regarding (1) revenue recognition, (2) goodwill, (3) intangible assets, (4) income taxes, (5) stock-based compensation and (6) business combinations. For a discussion of our critical accounting estimates, see “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations — Critical Accounting Policies and Estimates” in our Annual Report on Form 10-K for the year ended December 31, 2022.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
We are exposed to financial market risks, primarily arising from the effect of interest rate fluctuations on our investment portfolio. Interest rate fluctuation may arise from changes in the market’s view of the quality of the security issuer, the overall economic outlook, and the time to maturity of our portfolio. We mitigate this risk by investing only in high quality, highly liquid instruments. We may make investments in time deposits, U.S. government-sponsored obligations, and corporate notes, bonds and commercial paper with maturities up to 36 months. However, we bias our investment portfolio to shorter maturities. The majority of our investments are U.S. dollar denominated.
Our policy specifically prohibits trading securities for the sole purpose of realizing trading profits. However, we may liquidate a portion of our portfolio if we experience unforeseen liquidity requirements. In such a case, if the environment has been one of rising interest rates, we may experience a realized loss, similarly, if the environment has been one of declining interest rates, we may experience a realized gain. As of September 30, 2023, we had an investment portfolio of fixed income marketable securities of $287.8 million, including cash equivalents and time deposits. If market interest rates were to increase immediately and uniformly by 1.0% from the levels as of September 30, 2023, the fair value of the portfolio would decline by approximately $1.0 million. Actual results may differ materially from this sensitivity analysis.
We invoice the majority of our customers in U.S. dollars. Although the fluctuation of currency exchange rates may impact our customers, and thus indirectly impact us, we do not attempt to hedge this indirect and speculative risk, other than as noted in the paragraph below. Our overseas operations consist primarily of international business operations in France, the Netherlands and the United Kingdom, design centers in Canada, India, Bulgaria and Finland and small business development offices in Australia, China, Japan, South Korea and Taiwan. We monitor our foreign currency exposure and, as disclosed below, we have entered into foreign currency forward contracts to partially mitigate the exposure in currencies where we believe this is appropriate.
Since the first quarter of 2023, we enter into foreign currency forward contracts (the “Contracts”) to manage our exposure related to certain foreign currency denominated monetary assets (the “Hedging Program”) and to minimize the related impact of foreign currency fluctuations on our earnings. The hedged monetary assets primarily consist of certain euro-denominated cash and accounts receivable balances. We enter into Contracts at the end of each month, and they have a duration of approximately one month at inception. As of September 30, 2023, the total local currency amount of the outstanding Contract was €3.2 million, and its total notional value was $3.4 million. Given the short duration such contracts are outstanding in relation to changes in potential market rates, the change in their fair value was deemed immaterial and was not reflected either as an asset or a liability in the accompanying Unaudited Condensed Consolidated Balance Sheet of this Form 10-Q. Additionally, the effect of a hypothetical 1% change in the euro as compared to the U.S. dollar as of September 30, 2023 would not have a material impact on our financial statements as the effect of foreign currency rate changes on our Contracts is expected to offset the effect of foreign currency rate changes on the hedged items. Actual results may differ materially from this sensitivity analysis. Refer to Note 7, “Fair Value of Financial Instruments,” and Note 15, “Derivative Instruments and Hedging Activities,” of Notes to Unaudited Condensed Consolidated Financial Statements of this Form 10-Q for additional information.
Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
We maintain disclosure controls and procedures designed to ensure that information required to be disclosed in the reports we file or submit pursuant to the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.
Management, with the participation of the Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of the design and operation of our disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act as of the end of the period covered by this report. Based on this evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that, as of September 30, 2023, our disclosure controls and procedures were effective.
Changes in Internal Control Over Financial Reporting
There were no changes in our internal control over financial reporting identified in management’s evaluation pursuant to Rules 13a-15(d) or 15d-15(d) of the Exchange Act during the quarter ended September 30, 2023, that materially affected, or that we believe are reasonably likely to materially affect, our internal control over financial reporting.
PART II—OTHER INFORMATION
Item 1. Legal Proceedings
We are not currently a party to any material pending legal proceeding; however, from time to time, we may become involved in legal proceedings or be subject to claims arising in the ordinary course of our business. Although the results of litigation and claims cannot be predicted with certainty, we currently believe 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 us because of defense and settlement costs, diversion of management attention and resources and other factors.
Item 1A. Risk Factors
Because of the following factors, as well as other variables affecting our operating results, past financial performance may not be a reliable indicator of future performance, and historical trends should not be used to anticipate results or trends in future periods. See also “Note Regarding Forward-Looking Statements” at the beginning of this report.
Summary Risk Factors
Our business is subject to numerous risks and uncertainties that you should consider before investing in our company, as fully described below. The principal factors and uncertainties that make investing in our company risky include, among others:
•We have traditionally operated in, and may enter other, industries that are highly cyclical and competitive.
•Much of our revenue is concentrated in a few customers, and if we lose any of these customers through contract terminations, acquisitions, or other means, our revenue may decrease substantially.
•Products that fail to meet their specifications or are defective could impose significant costs on us or loss of business.
•If we do not keep pace with technological innovations or customers’ increasing technological requirements, we may not be able to enhance our existing products and our products may not be competitive, and our revenue and operating results may suffer.
•If our customers do not incorporate our technologies into their products, or if our customers’ products are not commercially successful, our business would suffer.
•Our products may not be successful in new markets.
•We purchase inventory in advance based on expected demand for our products, and if demand is not as expected, we may have insufficient or excess inventory, which could adversely impact our financial condition.
•Our future revenue depends in meaningful part on sustaining or growing our licensing revenue and the failure to achieve such revenue would lead to a material decline in our results of operations.
•Our licensing cycle is lengthy and costly, and our marketing and licensing efforts may be unsuccessful.
•Some of our license agreements may convert from royalty generating to fully paid-up licenses at the expiration of their terms, or upon certain milestones, and we may not receive royalties after that time.
•Future revenue is difficult to predict for several reasons, and our failure to predict revenue or revenue trends accurately may result in our stock price declining.
•We may fail to meet our publicly announced guidance or other expectations about our business, which would likely cause our stock price to decline.
•A substantial portion of our revenue is derived from sources outside of the United States and this revenue and our business generally are subject to risks related to international operations that are often beyond our control.
•Weak global economic conditions may adversely affect demand for the products and services of our customers and could otherwise harm our business.
•Our operations are subject to the effects of a rising rate of inflation.
•We rely on third parties for a variety of services, including manufacturing, and these third parties’ failure to perform these services adequately or change the allocation of their services/capacity due to industry or other pressures could materially and adversely affect our business.
•Our business and operations could suffer in the event of physical and cybersecurity breaches and incidents.
•We have in the past made and may in the future make acquisitions or enter into mergers, strategic investments, sales of assets, divestitures or other arrangements that may not produce expected operational benefits or operating and financial results.
•If we are unable to attract and retain qualified personnel globally, our business and operations could suffer.
•Our operations are subject to risks of natural disasters, acts of war, terrorism, widespread illness or security breaches or incidents at our domestic and international locations, any one of which could result in a business stoppage and negatively affect our operating results.
•In the future, we may fail to maintain an effective system of internal control over financial reporting or adequate disclosure controls and procedures, which may result in material misstatements of our consolidated financial statements or cause us to fail to meet our periodic reporting obligations.
•Unanticipated changes in our tax rates or in the tax laws, treaties and regulations could expose us to additional income tax liabilities, which could affect our operating results and financial condition.
•We are subject to various government restrictions and regulations, including on the sale of products and services that use encryption and other technology and those related to privacy and other consumer protection matters.
•Litigation and government proceedings could affect our business in materially negative ways.
•If we are unable to protect our inventions successfully through the issuance and enforcement of patents, our operating results could be adversely affected.
•Third parties may claim that our products or services infringe on their intellectual property (“IP”) rights, exposing us to litigation that, regardless of merit, may be costly to defend.
•Warranty, service level agreement and product liability claims brought against us could cause us to incur significant costs and adversely affect our operating results, as well as our reputation and relationships with customers.
•Compliance with changing regulation of corporate governance and public disclosure may result in additional expenses.
Risks Associated with Our Business, Industry and Market Conditions
We have traditionally operated in, and may enter other, industries that are highly cyclical and competitive.
Our target customers are companies that develop and market high volume business and consumer products in semiconductors, computing, data centers, networks, tablets, handheld devices, mobile applications, gaming and graphics, high-definition televisions, cryptography and data security. The electronics industry is intensely competitive and has been impacted by rapid technological change, short product life cycles, cyclical market patterns, price erosion and increasing foreign and domestic competition. We are subject to many risks beyond our control that influence whether or not we are successful in winning target customers or retaining existing customers, including, primarily, competition in a particular industry, market acceptance of such customers’ products and the financial resources of such customers. In particular, DRAM manufacturers, which such customers make up a significant part of our revenue, are prone to significant business cycles and have suffered material losses and other adverse effects to their businesses, leading to industry consolidation from time-to-time that may result in loss of revenue under our existing license agreements or loss of target customers. As a result of ongoing competition in the industries in which we operate and volatility in various economies around the world, we may achieve reduced market share, a reduced number of licenses or may experience tightening of customers’ operating budgets, difficulty or inability of our customers to pay our licensing fees, reduction in downstream demand, lengthening of the approval process for new products and licenses and consolidation among our customers. All of these factors may adversely affect the demand for our products and technologies and may cause us to experience substantial fluctuations in our operating results and financial condition.
We face competition from semiconductor and digital electronics products and systems companies, and other semiconductor IP companies that provide security and interface IP that are available to the market. We believe some of the competition for our technologies may come from our prospective customers, some of which are internally evaluating and developing products based on technologies that they contend or may contend will not require a license from us. Many of these companies are larger and may have better access to financial, technical and other resources than we possess and may be able to develop and advance competitive products more effectively.
To the extent that alternative technologies might provide comparable system performance at lower or similar cost to our technologies, or are perceived to require the payment of no or lower fees and/or royalties, or to the extent other factors influence the industry, our customers and prospective customers may adopt and promote such alternative technologies. Even to the extent we determine that such alternative technologies infringe our patents, there can be no assurance that we would be able to negotiate agreements that would result in royalties being paid to us without litigation, which could be costly and the results of which would be uncertain.
In addition, our efforts to expand into new markets subject us to additional risks. We may have limited or no experience in new products and markets, and our customers may not adopt our new offerings. These and other new offerings may present new and difficult challenges, which could negatively affect our operating results.
Much of our revenue is concentrated in a few customers, and if we lose any of these customers through contract terminations or acquisitions, our revenue may decrease substantially.
We have a high degree of revenue concentration. Our top five customers represented approximately 59% and 57% of our revenue for the nine months ended September 30, 2023 and 2022, respectively. Additionally, our top five customers represented approximately 58% and 56% of our revenue for the years ended December 31, 2022 and 2021, respectively. We expect to continue to experience significant revenue concentration for the foreseeable future. Our customers’ demand for our products
may fluctuate due to factors beyond our control. We could experience fluctuations in our customer base or the mix of revenue by customer as markets and strategies evolve. A disruption in our relationship with any of our customers could adversely affect our business. In addition, any consolidation of our customers could reduce the number of customers to whom our products may be sold or the demand for our products. Our inability to meet our customers’ requirements or to qualify our products with them could adversely impact our revenue. The loss of, or restrictions on our ability to sell to, one or more of our major customers, or any significant reduction in orders from, or a shift in product mix by, customers could have a material adverse effect on our operating results and financial condition.
In addition, our license agreements are complex and some contain terms that require us to provide certain customers with the lowest royalty rate that we provide to other customers for similar technologies, volumes and schedules. These clauses may limit our ability to effectively price differently among our customers, to respond quickly to market forces, or otherwise to compete on the basis of price. These clauses may also require us to reduce royalties payable by existing customers when we enter into or amend agreements with other customers. Any adjustment that reduces royalties from current customers or licensees may have a material adverse effect on our operating results and financial condition.
We continue to negotiate with customers and prospective customers to enter into license agreements. Any future agreement may trigger our obligation to offer comparable terms or modifications to agreements with our existing customers, which may be less favorable to us than the existing license terms. We expect licensing fees will continue to vary based on our success in renewing existing license agreements and adding new customers, as well as the level of variation in our customers’ reported shipment volumes, sales price and mix, offset in part by the proportion of customer payments that are fixed. In addition, some of our material license agreements may contain rights by the customer to terminate for convenience, or upon certain other events, such as change of control, material breach, insolvency or bankruptcy proceedings. If we are unsuccessful in entering into license agreements with new customers or renewing license agreements with existing customers, on favorable terms or at all, or if they are terminated, our results of operations may decline significantly.
Some of our revenue is subject to the pricing policies of our customers over which we have no control.
We have no control over our customers’ pricing of their products and there can be no assurance that licensed products will be competitively priced or will sell in significant volumes. Any premium charged by our customers in the price of memory and controller chips or other products over alternatives must be reasonable. If the benefits of our technology do not match the price premium charged by our customers, the resulting decline in sales of products incorporating our technology could harm our operating results.
Our customers often require our products to undergo a lengthy and expensive qualification process which does not assure product sales. If we are unsuccessful or delayed in qualifying any of our products with a customer, our business and operating results would suffer.
Prior to purchasing our products, our customers often require that our products undergo extensive qualification processes, which involve testing of our products in the customers’ systems, as well as testing for reliability. This qualification process may continue for several months. However, qualification of a product by a customer does not assure any sales of the product to that customer. Even after successful qualification and sales of a product to a customer, a subsequent revision in third-party manufacturing processes may require a new qualification process with our customers, which may result in delays and in our holding excess or obsolete inventory. After our products are qualified, it can take several months or more before the customer commences volume production of components or systems that incorporate our products. Despite these uncertainties, we devote substantial resources, including design, engineering, sales, marketing and management efforts, to qualify our products with customers in anticipation of sales. If we are unsuccessful or delayed in qualifying any of our products with a customer, sales of those products to the customer may be precluded or delayed, which may impede our growth and cause our business to suffer.
Products that fail to meet their specifications or are defective could impose significant costs on us or loss of business.
Products that do not meet their specifications or that contain, or are perceived by our customers to contain, defects could impose significant costs on us or otherwise materially adversely affect our operating results and financial condition. From time to time, we experience problems with nonconforming, defective, or incompatible products after we have shipped such products. In recent periods, we have further expanded our product offerings, which could potentially increase the chance that one or more of our products could fail to meet specifications in a particular application. Our products and technologies may be deemed fully or partially responsible for functionality in our customers’ products and may result in sharing or shifting of product or financial liability from our customers to us for costs incurred by the end user as a result of our customers’ products failing to perform as specified. In addition, if our products and technologies perform critical functions in our customers’ products or are used in high-risk consumer end products, such as automotive products, our potential liability may increase. We could be adversely affected in several ways, including the following:
•we may be required or agree to compensate customers for costs incurred or damages caused by defective or incompatible products and to replace products;
•we could incur a decrease in revenue or adjustment to pricing commensurate with the reimbursement of such costs or alleged damages;
•we may encounter adverse publicity, which could cause a decrease in sales of our products or harm our reputation or relationships with existing or potential customers; and
•our customers may reduce or cancel their orders with us or exclude us from further consideration as a supplier.
Any of the foregoing items could have a material adverse effect on our operating results and financial condition.
If we do not keep pace with technological innovations or customers’ increasing technological requirements, we may not be able to enhance our existing products and our products may not be competitive, and our revenue and operating results may suffer.
We operate in rapidly changing, highly competitive markets. Technological advances, the introduction of new products and new design techniques could adversely affect our business unless we are able to adapt to changing conditions. Technological advances could render our products and technologies less competitive or obsolete, and we may not be able to respond effectively to the technological requirements of evolving markets. Therefore, we may be required to commit significant resources to enhancing and developing new technology, which may include purchasing or licensing advanced design tools and test equipment, hiring additional highly qualified engineering and other technical personnel, and continuing and expanding research and development activities on existing and potential technologies.
Our existing product offerings may present new and difficult challenges, and we may be subject to claims if customers of our offerings experience delays, failures, non-performance or other quality issues. In particular, we may experience difficulties with product design, qualification, manufacturing, including supply chain disruptions or shortages that might lead to an inability to meet customer demand, marketing or certification that could delay or prevent our development, introduction or marketing and sales of products. Although we intend to design our products to be fully compliant with applicable industry standards, proprietary enhancements may not in the future result in full conformance with existing industry standards under all circumstances. Further, our products must be enhanced periodically to keep up with evolving system requirements. Our introduction of new products could reduce the demand and revenue of our older products or affect their pricing.
Our research and development efforts with respect to new technologies may not result in customer or market acceptance. Some or all of those technologies may not successfully make the transition from the research and development stage to cost-effective production as a result of technology problems, competitive cost issues, yield problems, and other factors. Even if we successfully complete a research and development effort with respect to a particular technology, our customers may decide not to introduce or may terminate products utilizing the technology for a variety of reasons, including difficulties with other suppliers of components for the products, superior technologies developed by our competitors and unfavorable comparisons of our products with these technologies, price considerations and lack of anticipated or actual market demand for the products.
Our business model continues to transform towards greater reliance on product revenue. We have recently experienced both growth and decline in sales of our memory interface chips quarter over quarter. We could experience a slowdown in our customers’ demand for our products in the near term, however, we anticipate our memory interface chips will contribute to continued long-term growth. If sales of our memory interface chips do not grow as anticipated, then our business could suffer as a result. Our business could be harmed if we are unable to develop and utilize new technologies that address the needs of our customers, or our competitors or customers develop and utilize new technologies more effectively or more quickly than we can. A transition by our customers to different business models could also result in reduced revenue. We cannot guarantee that we will be successful in keeping pace with all, or any, of the customer trends. Any investments made to enhance or develop new technologies that are not successful could have an adverse effect on our operating results and financial condition.
If our customers do not incorporate our technologies into their products, or if our customers’ products are not commercially successful, our business would suffer.
We sell our memory interface chips directly and indirectly to memory module manufacturers and OEMs worldwide for integration into server memory modules. We cannot be assured that our customer’s products will be commercially successful over time or at all as a result of factors beyond our control. If products incorporating our technologies are not commercially successful or experience rapid decline, our revenue and business will suffer. Further, we are continuing to expand into new segments and if our memory interface chips fail to achieve acceptance by customers in such segments, then our business could suffer as a result. Changes in our customers’ order patterns could result in us holding excess quantities of inventory which could result in us recording reserves for excess and obsolete inventory. Any such reserves would have an adverse effect on our operating results and financial condition.
We purchase inventory in advance based on expected demand for our products, and if demand is not as expected, we may have insufficient or excess inventory, which could adversely impact our financial condition
As a fabless semiconductor company, we purchase our inventory from third-party manufacturers in advance of selling our products. We place orders with our manufacturers based on existing and expected orders from our customers for particular products. While most of our contracts with our customers and distributors include lead time requirements and cancellation penalties that are designed to protect us from misalignment between customer orders and inventory levels, we must nonetheless make some predictions when we place orders with our manufacturers and we are not always able to make adjustments to align with our inventory needs. Our customers and distributors may cancel orders for many reasons, including but not limited to the impacts of the global economic downturn, business challenges, supply chain constraints, or other changes in their business requirements. In the event that our predictions are inaccurate due to unexpected increases in orders or our manufacturers are unable to provide the inventory that we require, we may have insufficient inventory to meet our customers’ demands. In addition, a perceived negative trend in market conditions could lead us to decrease the manufacturing volume of our products to avoid excess inventory. If we inaccurately assess market conditions for our products, we could have insufficient inventory to meet our customer demands resulting in loss of revenue. In the event that we order products that we are unable to sell due to a decrease in orders, unexpected order cancellations, import/export restrictions or product returns, we may have excess inventory which, if not sold, may need to be written down or would result in a decrease in our revenue in future periods. If any of these situations were to arise, it could have a material impact on our business, financial condition and results of operations.
Our products may not be successful in new markets.
Various target markets for our products, such as AI, may develop slower than anticipated or could utilize competing technologies. The markets for some of these products depend in part upon the continued development and deployment of wireless and other technologies, which may or may not address the needs of the users of these products. We cannot predict the size or growth rate of these markets or the market share we will achieve or maintain in these markets in the future.
Our ability to generate significant revenue from new markets will depend on various factors, including the development and growth of these markets; the ability of our technologies and products to address the needs of these markets; the price and performance requirements of our customers, and the preferences of end users; and our ability to provide our customers with products that provide advantages compared with alternative products.
Our ongoing success in these markets will require us to offer better performance alternatives to other products at competitive costs. The failure of any of these target markets to develop as we expect, or our failure to serve these markets to a significant extent, will impede the sales growth of products incorporating our technology, which could harm our operating results.
Our future revenue depends in meaningful part on sustaining or growing our licensing revenue and the failure to achieve such revenue would lead to a material decline in our results of operations.
While our business model continues to transform towards greater reliance on product revenue, a large portion of our revenue consists of fees paid for access to our patented technologies, existing technology and other development and support services we provide to our customers. Our ability to secure and renew the licenses from which our revenue is derived depends on our customers adopting our technology and using it in the products they sell. If customers do not upgrade or enhance their product offerings to include such technologies, our revenue and operating results may be adversely affected. Once secured, license revenue may be negatively affected by factors within and outside our control, including reductions in our customers’ sales prices, sales volumes, our failure to timely complete engineering deliverables, and the actual terms of such licenses themselves. In addition, our licensing cycle for new licensees, as well as for renewals for existing licensees is lengthy, costly and unpredictable. We cannot provide any assurance that we will be successful in signing new license agreements or renewing existing license agreements on equal or favorable terms or at all. If we do not achieve our revenue goals, our results of operations could decline.
Our licensing cycle is lengthy and costly, and our marketing and licensing efforts may be unsuccessful.
The process of persuading customers to adopt and license our chip interface, data security IP, and other technologies can be lengthy. Even if successful, there can be no assurance that our technologies will be used in a product that is ultimately brought to market, achieves commercial acceptance or results in significant royalties to us. We generally incur significant marketing and sales expenses prior to entering into our license agreements, generating a license fee and establishing a royalty stream from each customer. The length of time it takes to establish a new licensing relationship can take many months or even years. We may incur costs in any particular period before any associated revenue stream begins, if at all. If our marketing and sales efforts are very lengthy or unsuccessful, then we may face a material adverse effect on our business and results of operations as a result of failure to obtain, or an undue delay in obtaining, royalties.
Some of our license agreements may convert from royalty generating to fully paid-up licenses at the expiration of their terms, or upon certain milestones, and we may not receive royalties after that time.
From time to time, we enter into license agreements that automatically convert from royalty generating arrangements to fully paid-up licenses under which the customer is no longer required to make payments for the licensed technology or IP upon expiration or upon reaching certain milestones. We may not receive further royalties from customers for any licensed technology under those agreements if they convert to fully paid-up licenses because such customers will be entitled to continue using some, if not all, of the relevant IP or technology under the terms of the license agreements without further payment, even if relevant patents or technologies are still in effect. If we cannot find another source of royalties to replace the royalties from these license agreements converting to fully paid-up licenses, our results of operations following such conversion could be adversely affected.
Future revenue is difficult to predict for several reasons, and our failure to predict revenue or revenue trends accurately may result in our stock price declining.
As we commercially launch each of our products, the sales volume of and resulting revenue from such products in any given period will be difficult to predict. Our lengthy license negotiation cycles could make a considerable portion of our future revenue difficult to predict because we may not be successful in entering into or renewing licenses with our customers on our anticipated timelines.
In addition, while some of our license agreements provide for fixed, quarterly royalty payments, many of our license agreements provide for volume-based royalties and may also be subject to caps on royalties in a given period. The sales volume and prices of our customers’ products in any given period can be difficult to predict. Under revenue recognition standard (“ASC 606”) adopted during the first quarter of 2018, our revenue varies greatly from quarter to quarter. As a result of the foregoing items, our actual results may differ substantially from analyst estimates or our forecasts in any given quarter.
Also, a portion of our revenue comes from development and support services provided to our customers. Depending upon the nature of the services, a portion of the related revenue may be recognized ratably over the support period, or may be recognized according to contract revenue accounting. Contract revenue accounting may result in deferral of the service fees until the completion of the contract, or may result in the recognition of service fees over the period in which services are performed on a percentage-of-completion basis.
We may fail to meet our publicly announced guidance or other expectations about our business, which would likely cause our stock price to decline.
We provide guidance regarding our expected financial and business performance including our anticipated future revenue, operating expenses and other financial and operation metrics. Correctly identifying the key factors affecting business conditions and predicting future events is an inherently uncertain process. Any guidance that we provide may not always be accurate, or may vary from actual results, due to our inability to correctly identify and quantify risks and uncertainties to our business and to quantify their impact on our financial performance. We offer no assurance that such guidance will ultimately be accurate, and investors should treat any such guidance with appropriate caution. If we fail to meet our guidance or if we find it necessary to revise such guidance, even if such failure or revision is seemingly insignificant, investors and analysts may lose confidence in us and the market value of our common stock could be materially adversely affected.
A substantial portion of our revenue is derived from sources outside of the United States and this revenue and our business generally are subject to risks related to international operations that are often beyond our control.
For the nine months ended September 30, 2023 and 2022, revenue received from our international customers constituted approximately 61% and 42%, respectively, of our total revenue. Additionally, for the years ended December 31, 2022 and 2021, revenue received from our international customers constituted approximately 39% and 36%, respectively, of our total revenue. We expect that future revenue derived from international sources will continue to represent a significant portion of our total revenue.
To the extent that customer sales are not denominated in U.S. dollars, any royalties which are based on a percentage of the customers’ sales that we receive as a result of such sales could be subject to fluctuations in currency exchange rates. In addition, if the effective price of licensed products sold by our foreign customers were to increase as a result of fluctuations in the exchange rate of the relevant currencies, demand for licensed products could fall, which in turn would reduce our royalties. We use limited financial instruments to hedge foreign exchange rate risk, however such instruments may not be sufficient to cover such risk.
Trade-related government actions, whether implemented by the United States, China, European Union or other countries, that impose barriers or restrictions that would impact our ability to sell or ship products to certain customers may have a
negative impact on our financial condition and results of operations. We cannot predict the actions government entities may take in this context and may be unable to quickly offset or effectively react to government actions that restrict our ability to sell to certain customers or in certain jurisdictions. Government actions that affect our customers’ ability to sell products or access critical elements of their supply chains may result in a decreased demand for their products, which may consequently reduce their demand for our products.
In addition, the U.S. government has announced controls affecting the ability to send certain products and technology related to semiconductors, semiconductor manufacturing and supercomputing to China without an export license and added additional entities to restricted party lists. While the Company currently has not been materially adversely impacted by these new restrictions, we may be impacted in the future if such controls are expanded to cover our key products/markets.
We currently have international business, business development, and design operations in Canada, China, India, Finland, France, Japan, the Netherlands, South Korea, Taiwan, and Bulgaria. Our international operations and revenue are subject to a variety of risks which are beyond our control, including:
•hiring, maintaining and managing a workforce and facilities remotely and under various legal systems, including compliance with local labor and employment laws;
•non-compliance with our code of conduct or other corporate policies;
•compliance with and international laws involving international operations, including the Foreign Corrupt Practices Act of 1977, as amended, sanctions and anti-corruption laws, export and import laws, and similar rules and regulations;
•natural disasters, acts of war, terrorism, widespread global pandemics or illness, such as COVID-19 and its variants, or security breaches or incidents;
•export controls, tariffs, import and licensing restrictions, climate-change regulations and other trade barriers;
•profits, if any, earned abroad being subject to local tax laws and not being repatriated to the United States or, if repatriation is possible, limited in amount;
•adverse tax treatment of revenue from international sources and changes to tax laws and regulations, including being subject to foreign tax laws and being liable for paying withholding, income or other taxes in foreign jurisdictions;
•longer payment cycles and greater difficulty in collecting accounts receivable;
•unanticipated changes in foreign government laws and regulations including imposition of bans on sales of goods or services to one or more of our significant foreign customers;
•increased financial accounting and reporting burdens and complexities;
•lack of protection of our IP and other contract rights by jurisdictions in which we may do business to the same extent as the laws of the United States;
•potential vulnerability to computer system, internet or other systemic attacks, such as denial of service, viruses or other malware which may be caused by criminals, terrorists or other groups or sophisticated organizations;
•social, political and economic instability;
•geopolitical instability, including changes in diplomatic and trade relationships, in particular with China and Taiwan; and
•cultural differences in the conduct of business both with customers and in conducting business in our international facilities and international sales offices.
We and our customers are subject to many of the risks described above with respect to companies which are located in different countries. There can be no assurance that one or more of the risks associated with our international operations will not result in a material adverse effect on our business, financial condition or results of operations.
Weak global economic conditions may adversely affect demand for the products and services of our customers and could otherwise harm our business.
Our operations and performance depend significantly on worldwide economic conditions. Current and future uncertainty in the worldwide economy, due to inflation, geopolitics, major central bank policies including interest rate increases, public health crises, or other global factors could adversely affect our business. Adverse economic conditions could also affect demand for our products and our customers’ products. If our customers experience reduced demand or excess inventory as a result of global or regional economic conditions or otherwise, this could result in reduced royalty revenue and/or product sales and our business and results of operations could be harmed. Inflationary pressures and shortages have increased, and may continue to increase, costs for materials, supplies, and labor and could cause our expenses to increase at a rate faster than our product pricing to recover such increases which may result in a material adverse effect on our business, financial condition or results of operations.
Additionally, deterioration of conditions in worldwide credit markets could limit our ability to obtain external financing, if needed, to fund our operations and capital expenditures. In addition, we may experience losses on our holdings of cash and investments due to failures of financial institutions and other parties. Difficult economic conditions may also result in a higher rate of losses on our accounts receivable due to credit defaults. As a result, downturns in the worldwide economy could have a material adverse effect on our business, results of operations, or financial condition.
Any failure in our delivery of high-quality technical support services may adversely affect our relationships with our customers and our financial results.
Our customers depend on our support organization to resolve technical issues and provide ongoing maintenance relating to our products and services. We may be unable to respond quickly enough to accommodate short-term increases in customer demand for support services. Increased customer demand for these services, without corresponding revenue, could increase costs and adversely affect our operating results. In addition, our sales process is highly dependent on our offerings and business reputation and on positive recommendations from our existing customers. Any failure to maintain high-quality technical support, or a market perception that we do not maintain high-quality support, could adversely affect our reputation, our ability to sell our solutions to existing and prospective customers, and our business, operating results and financial position.
Our operations are subject to the effects of a rising rate of inflation.
The United States has recently experienced historically high levels of inflation. If the inflation rate increases or remains high, such as a result of increases in the costs of labor and supplies, it will affect our expenses, such as employee compensation and research and development charges. Research and development expenses account for a significant portion of our operating expenses. Additionally, the United States is experiencing an acute workforce shortage, which in turn, has created a competitive wage environment that may increase the Company’s operating costs. To the extent inflation results in rising interest rates and has other adverse effects on the market, it may adversely affect our consolidated financial condition and results of operations.
Risks Associated with Our Supply and Third Party Manufacturing
We rely on third parties for a variety of services, including manufacturing, and these third parties’ failure to perform these services adequately or change the allocation of their services/capacity due to industry or other pressures could materially and adversely affect our business.
We rely on third parties for a variety of services, including our manufacturing supply chain partners and third parties within our sales and distribution channels. Some of these third parties are, and may be, our sole manufacturer or sole source of certain production materials and may be located in regions subject to geopolitical uncertainty (e.g., tensions between China and Taiwan). If we fail to manage our relationships with these manufacturers and suppliers effectively, or if they experience delays, disruptions, geopolitical changes, capacity constraints/allocation pressures or quality control problems in their operations, our ability to ship products to our customers could be impaired and our competitive position and reputation could be harmed. In addition, any adverse change in any of our manufacturers and suppliers’ financial or business condition could disrupt our ability to supply quality products to our customers. If we are required to change our manufacturers, we may lose revenue, incur increased costs and damage our end-customer relationships. In addition, porting to and qualifying a new manufacturer and commencing production can be an expensive and lengthy process. If our third-party manufacturers or suppliers are unable to provide us with adequate supplies of high-quality products for any other reason, we could experience a delay in our order fulfillment, and our business, operating results and financial condition would be adversely affected. In the event these and other third parties we rely on fail to provide their services adequately, including as a result of errors in their systems, industry pressures or events beyond their control, or refuse to provide these services on terms acceptable to us, and we are not able to find suitable alternatives, our business may be materially and adversely affected. In addition, our orders may represent a relatively small percentage of the overall orders received by our manufacturers from their customers. As a result, fulfilling our orders may not be considered a priority in the event our manufacturers are constrained in their ability to fulfill all of their customer obligations in a timely manner. If our manufacturers are unable to provide us with adequate supplies of high-quality products, or if we or our manufacturers are unable to obtain adequate quantities of components, it could cause a delay in our order fulfillment, in which case our business, operating results and financial condition could be adversely affected.
Semiconductor supply chain disruptions have been well publicized in the recent past. We believe that we could experience various supply constraints related to our memory interface chip business in the future. In particular, to the extent we do not have sufficient wafer and packaging substrate firm commitments from our third-party suppliers, or they are otherwise unable to provide such services and materials, we may not obtain the materials needed on our desired timelines or at reasonable prices. Large swings in demand could exceed our contracted supply and/or our suppliers’ capacity to meet those demand changes resulting in a shortage of parts, materials, or capacity needed to manufacture our products. While we continually work with our suppliers to mitigate the impact of the supply constraints to our customer deliveries, in the event of a shortage or supply interruption from suppliers of our components, we may not be able to develop alternate sources quickly, cost-effectively, or at
all. An extended period of global supply chain and economic disruption could have a material negative impact on our business, results of operations, access to sources of liquidity and financial condition, though the full extent and duration is uncertain.
Additionally, various sources of supply-chain risk, including strikes or shutdowns at delivery ports or loss of or damage to our products while they are in transit or storage, IP theft, losses due to tampering, third-party vendor issues with quality or sourcing control, failure by our suppliers to comply with applicable laws and regulations, potential tariffs or other trade restrictions, geopolitical uncertainty and related military actions, or other similar problems could limit or delay the supply of our products. Any interruption or delay in manufacturing or component supply, any increases in manufacturing or component costs, or the inability to obtain these services or components from alternate sources at acceptable prices and within a reasonable amount of time would harm our ability to provide our products to customers on a timely basis. This could harm our relationships with our customers, prevent us from acquiring new customers, and materially and adversely affect our business.
If the manufacturing and/or packaging process for our products is disrupted by operational issues, natural disasters, or other events, our business, results of operations, or financial condition could be materially adversely affected.
We rely on subcontractors to manufacture and package our products using highly complex processes that require technologically advanced equipment and continuous modification. Our subcontractors maintain operations and continuously implement new product and process technology at facilities which are dispersed in multiple locations in Asia. As a result of the necessary interdependence within our network of manufacturing and packaging facilities, an operational disruption at one of our or a subcontractor’s facilities may have a disproportionate impact on our ability to produce many of our products.
From time to time, there have been disruptions in our subcontractors’ operations as a result of power outages, improperly functioning equipment, disruptions in supply of raw materials or components, or equipment failures. Our subcontractors have manufacturing and other operations in locations subject to natural disasters and possible climate changes, such as severe and variable weather and geological events resulting in increased costs, or disruptions to our manufacturing operations or those of our suppliers or customers. In addition, climate change may pose physical risks to our manufacturing facilities or our suppliers’ facilities, including increased extreme weather events that could result in supply delays or disruptions. Other events, including political or public health crises, such as an outbreak of contagious diseases like COVID-19 may also affect our subcontractors’ production capabilities.
If production is disrupted for any reason, manufacturing yields may be adversely affected, or we may be unable to meet our customers’ requirements and they may purchase products from other suppliers. This could result in a significant increase in manufacturing costs, loss of revenue, or damage to customer relationships, any of which could have a material adverse effect on our business.
We rely on a number of third-party providers for data center hosting facilities, equipment, maintenance and other services, and the loss of, or problems with, one or more of these providers may impede our growth or cause us to lose customers.
We rely on third-party providers to supply data center hosting facilities, equipment, maintenance and other services in order to enable us to provide some of our services, and have entered into various agreements for such services. The continuous availability of our services depends on the operations of those facilities, on a variety of network service providers and on third-party vendors. In addition, we depend on our third-party facility providers’ ability to protect these facilities against damage or interruption from natural disasters, power or telecommunications failures, criminal acts, cyber-attacks and similar events. If there are any lapses of service or damage to a facility, we could experience lengthy interruptions in our service, as well as delays and additional expenses in arranging new facilities and services. Even with current and planned disaster recovery arrangements, our business could be harmed. Any interruptions or delays in our service, whether as a result of third-party error, our own error, natural disasters, criminal acts, security breaches or other causes, whether accidental or willful, could harm our relationships with customers, harm our reputation and cause our revenue to decrease and/or our expenses to increase. Also, in the event of damage or interruption, our insurance policies may not adequately compensate us for any losses that we may incur. These factors in turn could further reduce our revenue, subject us to liability and cause us to issue credits or cause us to lose customers, any of which could materially adversely affect our business.
Certain software and/or IP blocks that we use in or with some of our products is licensed from third parties and, for that reason, may not be available to us in the future, which has the potential to delay product development and production or cause us to incur additional expense, which could materially adversely affect our business, financial condition, operating results and cash flow.
Some of our products and services contain or function with software and/or IP blocks licensed from third parties. Some of these licenses may not be available to us in the future on terms that are acceptable to us or allow our products to remain competitive. The loss of these licenses or the inability to maintain any of them on commercially acceptable terms could delay development of future offerings or the enhancement of existing products and services. We may also choose to pay a premium price for such a license in certain circumstances where continuity of the licensed product would outweigh the premium cost of
the license. The unavailability of these licenses or the necessity of agreeing to commercially unreasonable terms for such licenses could materially adversely affect our business, financial condition, operating results and cash flow.
Risks Associated with Our Business Operations
Our business and operations could suffer in the event of physical and cybersecurity breaches and incidents.
Attempts by others to gain unauthorized access to and disrupt our information technology systems are becoming more sophisticated. These attempts, which might be related to industrial or other espionage, may include covertly introducing malware to our computers and networks (or those of our customers) and impersonating authorized users, phishing attempts and other forms of social engineering, employee or contractor malfeasance, denial of service attacks and ransomware attacks, among others. We seek to detect and investigate all security incidents impacting our systems and to prevent their recurrence, but in some cases, we might be unaware of an incident or its magnitude and effects. We also utilize third-party service providers to host, transmit or otherwise process electronic data in connection with our business activities, including our supply chain processes, operations and communications. Our customers also often have access to and host our confidential IP and business information on their own internal and directed third party systems. We, our customers, and/or our third-party service providers have faced and may continue to face security threats and attacks from a variety of sources. Our data, corporate systems, third-party systems and security measures and those of our customers may be subject to breaches or intrusions due to the actions of outside parties, employee error, malfeasance, a combination of these, or otherwise, including social engineering and employee and contractor error or malfeasance, especially as certain of our employees engage in work from home arrangements, and, as a result, an unauthorized party may obtain access to our systems, networks, or data, including IP and confidential business information of ourselves and our customers. There have been and may continue to be significant supply chain attacks, and we cannot guarantee that our or our third-party service providers’ systems and networks have not been breached or that they do not contain exploitable defects or bugs that could result in a breach of or disruption to our systems and networks or the systems and networks of our customers or of third parties that support us and our services. We and our service providers may face difficulties or delays in identifying or responding to any actual or perceived security breach or incident. The theft or other unauthorized acquisition of, unauthorized use or publication of, or access to our IP and/or confidential business information could harm our competitive position and reputation, reduce the value of our investment in research and development and other strategic initiatives or otherwise adversely affect our business. In the event of any security breach or incident, including any breach or incident that results in inappropriate access to, or loss, corruption, unavailability, or unauthorized acquisition, disclosure or other processing of our or our customers’ confidential information or any personally-identifiable information we or our third-party service providers maintain, including that of our employees, we could suffer a loss of IP or loss of data, may be subject to claims, liability and proceedings, and may incur liability and otherwise suffer financial harm.
Any actual, alleged or perceived breach of security in our systems or networks, or any other actual, alleged or perceived data security incident we or our third-party service providers or customers suffer, could result in damage to our reputation, negative publicity, loss of customers and sales, harm to our market position, increased costs to remedy any problems and otherwise respond to any incident, regulatory investigations and enforcement actions, claims, litigation, proceedings and other liability. In addition, we may incur significant costs and operational consequences of investigating, remediating, eliminating and putting in place additional tools and devices designed to prevent actual or perceived security breaches and other security incidents, as well as the costs to comply with any notification or other legal obligations resulting from any security incidents. Any of these negative outcomes could result in substantial costs and diversion of resources, distract management and technical personnel, adversely impact our sales and reputation and seriously harm our business or operating results.
Although we maintain insurance coverage that may cover certain liabilities in connection with some security breaches and other security incidents, we cannot be certain our insurance coverage will be adequate for liabilities actually incurred, that insurance will continue to be available to us on commercially reasonable terms (if at all) or that any insurer will not deny coverage as to any future claim. The successful assertion of one or more large claims against us that exceed available insurance coverage, the occurrence of changes in our insurance policies, including premium increases or the imposition of large deductible or co-insurance requirements, or denials of coverage, could have a material adverse effect on our business, including our financial condition, results of operations and reputation.
Failures in our products and services or in the products of our customers, including those resulting from security vulnerabilities, defects, bugs or errors, could harm our business.
Our products and services are highly technical and complex, and among our various businesses our products and services are crucial to providing security and other critical functions for our customers’ operations. Our products and services have from time to time contained and may in the future contain undetected errors, bugs, defects or other security vulnerabilities. Some errors in our products and services may only be discovered after a product or service has been deployed and used by customers, and may in some cases only be detected under certain circumstances or after extended use. In addition, because the techniques used by hackers to access or sabotage our products and services and other technologies change and evolve frequently and
generally are not recognized until launched against a target, we may be unable to anticipate, detect or prevent these techniques and may not address them in our data security technologies. Any errors, bugs, defects or security vulnerabilities discovered in our solutions after commercial release could adversely affect our revenue, our customer relationships and the market’s perception of our products and services. We may not be able to correct any errors, bugs, defects, security flaws or vulnerabilities promptly, or at all. Any breaches, defects, errors or vulnerabilities in our products and services could result in:
•expenditure of significant financial and research and development resources in efforts to analyze, correct, eliminate or work around breaches, errors, bugs or defects or to address and eliminate vulnerabilities;
•financial liability to customers for breach of certain contract provisions, including indemnification obligations;
•loss of existing or potential customers;
•product shipment restrictions or prohibitions to certain customers;
•delayed or lost revenue;
•delay or failure to attain market acceptance;
•negative publicity, which would harm our reputation; and
•litigation, regulatory inquiries or investigations that would be costly and harm our reputation.
Changes in accounting principles and guidance could result in unfavorable accounting charges or effects.
We prepare our financial statements in accordance with accounting principles generally accepted in the United States and these principles are subject to interpretation by the SEC, the Financial Accounting Standards Board (“FASB”) and various bodies formed to interpret and create appropriate accounting principles and guidance. A change in these principles or application guidance, or in their interpretations, may have a material effect on our reported results, as well as our processes and related controls, and may retroactively affect previously reported results. For instance, we adopted ASC 606, the Revenue Standard, effective for us on January 1, 2018, on a modified retrospective basis, with a cumulative-effect adjustment to the opening balance of accumulated deficit on January 1, 2018. The Revenue Standard materially impacted the timing of revenue recognition for our fixed-fee IP licensing arrangements (including certain fixed-fee agreements that license our existing IP portfolio, as well as IP added to our portfolio during the license term) as a majority of such revenue would be recognized at inception of the license term (as opposed to over time as was the case under prior U.S. GAAP). We have enhanced the form and content of some of our guidance metrics that we provide following implementation of the Revenue Standard. We expect that any change to current revenue recognition practices may significantly increase volatility in our quarterly revenue, financial results and trends, and may impact our stock price.
We have in the past made and may in the future make acquisitions or enter into mergers, strategic investments, sales of assets, divestitures or other arrangements that may not produce expected operational benefits or operating and financial results.
From time to time, we engage in acquisitions, strategic transactions, strategic investments, divestitures and potential discussions with respect thereto. For example, in 2019, we acquired Northwest Logic, Inc. (“Northwest Logic”) and the Secure Silicon IP and Protocols business from Verimatrix, formerly Inside Secure. Further, we acquired AnalogX Inc. (“AnalogX”) in July 2021, PLDA Group (“PLDA”) in August 2021, and Hardent, Inc. (“Hardent”) in May 2022. In July 2023, we entered into an asset purchase agreement with Cadence Design Systems to sell our PHY IP group, and the sale was completed in September 2023. Many of our acquisitions or strategic investments entail a high degree of risk, including those involving new areas of technology and such investments may not become accretive for several years after the date of the investment, if at all. Our acquisitions or strategic investments may not provide the advantages that we anticipated or generate the financial returns we expect, including if we are unable to close any pending acquisitions. For example, for any pending or completed acquisitions, we may discover unidentified issues not discovered in due diligence, and we may be subject to regulatory approvals or liabilities that are not covered by indemnification protection or become subject to litigation.
Achieving the anticipated benefits of business acquisitions depends in part upon our ability to integrate the acquired businesses in an efficient and effective manner and achieve anticipated synergies, and we may not be successful in these efforts. The integration of companies that have previously operated independently is complex and time consuming and may result in significant challenges, including, among others: retaining key employees; successfully integrating new employees, facilities, products, processes, operations, business models and systems, technology, and sales and distribution channels; retaining customers and suppliers of the acquired business; minimizing the diversion of management’s and other employees’ attention from ongoing business matters; coordinating geographically separate organizations; consolidating research and development operations; consolidating corporate and administrative infrastructures; implementing controls, processes and policies appropriate for a public company at acquired companies that may have previously lacked such controls, processes and policies; and managing the increased scale, complexity and globalization of our business, operations and employee base.
Additional risks related to our acquisitions or strategic investments include, but are not limited to:
•difficulty in combining the technology, products, or operations of the acquired business with our business;
•difficulty in integrating and retaining the acquired workforce, including key employees;
•diversion of capital and other resources, including management’s attention;
•assumption of liabilities and incurring amortization expenses, impairment charges to goodwill or write-downs of acquired assets;
•integrating financial forecasting and controls, procedures and reporting cycles;
•coordinating and integrating operations in countries in which we have not previously operated;
•acquiring business challenges and risks, including, but not limited to, disputes with management and integrating international operations and joint ventures;
•difficulty in realizing a satisfactory return, if any return at all;
•difficulty in obtaining or inability to obtain governmental and regulatory consents and approvals, other approvals or financing;
•the potential impact of complying with governmental or other regulatory restrictions placed on an acquisition;
•the potential impact on our stock price and financial results if we are unable to obtain regulatory approval for an acquisition, are required to pay reverse breakup fees or are otherwise unable to close an acquisition;
•failure and costs associated with the failure to consummate a proposed acquisition or other strategic investment;
•legal proceedings initiated as a result of an acquisition or investment;
•the potential for our acquisitions to result in dilutive issuances of our equity securities;
•the potential variability of the amount and form of any performance-based consideration;
•uncertainties and time needed to realize the benefits of an acquisition or strategic investment, if at all;
•negative changes in general economic conditions in the regions or the industries in which we or our acquired business operate;
•the need to determine an alternative strategy if an acquisition does not meet our expectations;
•potential failure of our due diligence processes to identify significant issues with the acquired assets or company; and
•impairment of relationships with, or loss of our acquired business’ employees, vendors and customers, as a result of our acquisition or investment.
Our strategic investments in new areas of technology may involve significant risks and uncertainties, including distraction of management from current operations, greater than expected liabilities and expenses, inadequate return of capital, and unidentified issues not discovered in due diligence. These investments are inherently risky and may not be successful.
In addition, we may record impairment charges related to our acquisitions or strategic investments. Any losses or impairment charges that we incur related to acquisitions, strategic investments or sales of assets will have a negative impact on our financial results and the market value of our common stock, and we may continue to incur new or additional losses related to acquisitions or strategic investments.
We may have to incur debt or issue equity securities to pay for any future acquisitions, which debt could involve restrictive covenants or which equity security issuance could be dilutive to our existing stockholders. We may also use cash to pay for any future acquisitions which will reduce our cash balance.
From time to time, we may also divest certain assets. These divestitures or proposed divestitures may involve the loss of revenue and/or potential customers, and the market for the associated assets may dictate that we sell such assets for less than what we paid. In addition, in connection with any asset sales or divestitures, we may be required to provide certain representations, warranties, licenses and/or covenants to buyers. While we would seek to ensure the accuracy of such representations and warranties and fulfillment of any ongoing obligations, we may not be completely successful and consequently may be subject to claims by a purchaser of such assets or related erosion of revenue or loss of customers.
If our counterparties are unable to fulfill their financial and other obligations to us, our business and results of operations may be affected adversely.
Any downturn in economic conditions or other business factors could threaten the financial health of our counterparties, including companies with which we have entered into licensing and/or settlement agreements, and their ability to fulfill their financial and other obligations to us. Such financial pressures on our counterparties may eventually lead to bankruptcy proceedings or other attempts to avoid financial obligations that are due to us. Because bankruptcy courts have the power to
modify or cancel contracts of the petitioner which remain subject to future performance and alter or discharge payment obligations related to pre-petition debts, we may receive less than all of the payments that we would otherwise be entitled to receive from any such counterparty as a result of bankruptcy proceedings.
If we are unable to attract and retain qualified personnel globally, our business and operations could suffer.
Our success is dependent upon our ability to identify, attract, compensate, motivate and retain qualified personnel, especially engineers, senior management and other key personnel. The loss of the services of any key employees could be disruptive to our development efforts, business relationships and strategy, and could cause our business and operations to suffer.
All of our officers and other U.S. employees are at-will employees, which means they may terminate their employment relationship with us at any time, and their knowledge of our business and industry would be extremely difficult to replace. Any changes in our senior management team in particular, even in the ordinary course of business, may be disruptive to our business. While we seek to manage these transitions carefully, including by establishing strong processes and procedures and succession planning, such changes may result in a loss of institutional knowledge and cause disruptions to our business. If our senior management team fails to work together effectively or execute our plans and strategies on a timely basis as a result of management turnover or otherwise, our business could be harmed.
Our future success depends in large part upon the continued service and enhancement of our management team and our employees. If there are further changes in management, such changes could be disruptive and could negatively affect our sales, operations, culture, future recruiting efforts and strategic direction. Competition for qualified executives is intense, and if we are unable to compensate our key talent appropriately and continue expanding our management team, or successfully integrate new additions to our management team in a manner that enables us to scale our business and operations effectively, our ability to operate effectively and efficiently could be limited or negatively impacted. In addition, changes in key management positions may temporarily affect our financial performance and results of operations as new management becomes familiar with our business, processes and strategy. The loss of any of our key personnel, or our inability to attract, integrate and retain qualified employees who join us organically and through acquisitions, could require us to dedicate significant financial and other resources to such personnel matters, disrupt our operations and seriously harm our operations and business.
Our operations are subject to risks of natural disasters, acts of war, terrorism, widespread illness or security breaches or incidents at our domestic and international locations, any one of which could result in a business stoppage and negatively affect our operating results.
Our business operations depend on our ability to maintain and protect our facilities, computer systems and personnel, which are primarily located in the San Francisco Bay Area in the United States, Canada, the Netherlands, France, Bulgaria, Taiwan and India. The San Francisco Bay Area is in close proximity to known earthquake fault zones and sites of recent historic wildfires. Our facilities and transportation for our employees are susceptible to damage from earthquakes and other natural disasters such as fires, floods, droughts, extreme temperatures, and similar events. Should a catastrophe disable our facilities, we do not have readily available alternative facilities from which we could conduct our business, so any resultant work stoppage could have a negative effect on our operating results. We also rely on our network infrastructure and technology systems for operational support and business activities which are subject to physical and cyber damage, and also susceptible to other related vulnerabilities common to networks and computer systems.
New epidemics, pandemics or outbreaks of novel diseases may arise at any time. The COVID-19 pandemic or other disease outbreak, may continue to adversely affect the economies and financial markets of many countries, resulting in an economic downturn that may impact overall technology spending, adversely affecting demand for our products and impacting our operating results. Furthermore, such disruption in the global financial markets may reduce our ability to access capital or our customers’ ability to pay us for past or future purchases, which could negatively affect our liquidity.
We and our suppliers could be affected by laws and regulations enacted in response to concerns regarding climate change, conflict minerals, responsible sourcing practices, public health crises, contagious disease outbreaks, or other matters, which could limit the supply of our materials and/or increase the cost. Environmental regulations could limit our ability to procure or use certain chemicals or materials in our operations or products. In addition, disruptions in transportation lines could delay our receipt of materials.
Acts of terrorism, climate-change related risk, widespread illness, or global pandemics, war and any event that causes failures or interruption in our network infrastructure and technology systems could have a negative effect at our international and domestic facilities and could harm our business, financial condition, and operating results.
We rely upon the accuracy of our customers’ recordkeeping, and any inaccuracies or payment disputes for amounts owed to us under our licensing agreements may harm our results of operations.
Many of our license agreements require our customers to document the manufacture and sale of products that incorporate our technology and report this data to us on a quarterly basis. While licenses with such terms give us the right to audit books and records of our customers to verify this information, audits rarely are undertaken because they can be expensive, time consuming, and potentially detrimental to our ongoing business relationship with our customers. Therefore, we typically rely on the accuracy of the reports from customers without independently verifying the information in them. Our failure to audit our customers’ books and records may result in our receiving more or less royalty revenue than we are entitled to under the terms of our license agreements. If we conduct royalty audits in the future, such audits may trigger disagreements over contract terms with our customers and such disagreements could hamper customer relations, divert the efforts and attention of our management from normal operations and impact our business operations and financial condition.
We are subject to increased inventory risks and costs because we build our products based on forecasts provided by customers before receiving purchase orders for the product.
Our business and operating results could be harmed if we undertake any restructuring activities.
From time to time, we may undertake restructurings of our business, including discontinuing certain products, services and technologies and planned reductions in force. There are several factors that could cause restructurings to have adverse effects on our business, financial condition and results of operations. These include potential disruption of our operations, the development of our technology, the deliveries to our customers and other aspects of our business. Loss of sales, service and engineering talent, in particular, could damage our business. Any restructuring would require substantial management time and attention and may divert management from other important work. Employee reductions or other restructuring activities also would cause us to incur restructuring and related expenses such as severance expenses. Moreover, we could encounter delays in executing any restructuring plans, which could cause further disruption and additional unanticipated expense.
Problems with our information systems could interfere with our business and could adversely impact our operations.
We rely on our information systems and those of third parties for fulfilling licensing and contractual obligations, processing customer orders, delivering products, providing services and support to our customers, billing and tracking our customer orders, performing accounting operations and otherwise running our business. If our systems fail, our disaster and data recovery planning and capacity may prove insufficient to enable timely recovery of important functions and business records. Any disruption in our information systems and those of the third parties upon whom we rely could have a significant impact on our business. For example, in the third quarter of 2023, we commenced operating a new ERP system. Any failures of this system to operate as intended could impact our ability to timely and accurately manage our business and publicly report our financial results. Additionally, our information systems may not support new business models and initiatives and significant investments could be required in order to upgrade them. Delays in adapting our information systems to address new business models and accounting standards could limit the success or result in the failure of such initiatives and impair the effectiveness of our internal controls. Even if we do not encounter these adverse effects, the implementation of these enhancements may be much more costly than we anticipated. If we are unable to successfully implement the information systems enhancements as planned, our operating results could be negatively impacted.
Certain software we use is from open source code sources, which, under certain circumstances, may lead to unintended consequences and, therefore, could materially adversely affect our business, financial condition, operating results and cash flow.
We use open source software in our services and we intend to continue to use open source software in the future. From time to time, there have been claims challenging the ownership of open source software against companies that incorporate open source software into their products or alleging that these companies have violated the terms of an open source license. As a result, we could be subject to lawsuits by parties claiming ownership of what we believe to be open source software or alleging that we have violated the terms of an open source license. Litigation could be costly for us to defend, have a negative effect on our operating results and financial condition or require us to devote additional research and development resources to change our solutions. In addition, if we were to combine our proprietary software solutions with open source software in certain manners, we could, under certain open source licenses, be required to publicly release the source code of our proprietary software solutions. If we inappropriately use open source software, we may be required to re-engineer our solutions, discontinue the sale of our solutions, release the source code of our proprietary software to the public at no cost or take other remedial actions. There is a risk that open source licenses could be construed in a way that could impose unanticipated conditions or restrictions on our ability to commercialize our solutions, which could adversely affect our business, operating results and financial condition.
In the future, we may fail to maintain an effective system of internal control over financial reporting or adequate disclosure controls and procedures, which may result in material misstatements of our consolidated financial statements or cause us to fail to meet our periodic reporting obligations.
If we are not able to comply with the requirements of the Sarbanes-Oxley Act or if we are unable to maintain effective internal control over financial reporting and disclosure controls and procedures, we may not be able to produce timely and accurate financial statements or guarantee that information required to be disclosed by us in the reports that we file with the SEC is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms. In connection with the audit of our consolidated financial statements as of and for the year ended December 31, 2020, we and our independent registered public accounting firm identified a material weakness in our internal control over financial reporting that impacted our consolidated financial statements and related disclosures as of and for the years ended December 31, 2020 and 2019, and revised our consolidated financial statements for the year ended December 31, 2018. While we believe this material weakness has been remediated, we cannot assure you that we have identified all of our existing material weaknesses, or that we will not in the future have additional material weaknesses. Any failure of our internal control over financial reporting or disclosure controls and procedures could result in material misstatements of our consolidated financial statements, which could cause our investors to lose confidence in our publicly reported information, cause the market price of our stock to decline, expose us to sanctions or investigations by the SEC or other regulatory authorities, or impact our results of operations.
Unanticipated changes in our tax rates or in the tax laws, treaties and regulations could expose us to additional income tax liabilities, which could affect our operating results and financial condition.
We are subject to income taxes in both the United States and various foreign jurisdictions. Significant judgment is required in determining our worldwide provision for income taxes and, in the ordinary course of business, there are many transactions and calculations where the ultimate tax determination is uncertain. Our effective tax rate could be adversely affected by several factors, many of which are outside of our control, including changes in the mix of earnings and losses in countries with differing statutory tax rates, changes in the valuation of deferred tax assets and liabilities, changes in tax laws, rates, treaties and regulations or the interpretation of the same, changes to the financial accounting rules for income taxes, the outcome of current and future tax audits, examinations or administrative appeals and certain non-deductible expenses. Our tax determinations are regularly subject to audit by tax authorities and developments in those audits could adversely affect our income tax provision, and we are currently undergoing such audits of certain of our tax returns. Although we believe that our tax estimates are reasonable, the final determination of tax audits or tax disputes may be different from what is reflected in our historical income tax provisions, which could affect our operating results.
The Organization for Economic Cooperation and Development has proposed imposing a 15% global minimum tax, and the Council of the European Union adopted this proposal for implementation by member states by December 31, 2023. Further, the United States has recently enacted the Inflation Reduction Act, which includes, among other changes, a 1% excise tax on certain stock repurchases and a 15% alternative minimum tax on adjusted financial statement income. If we are subject to additional tax liabilities, our financial performance may be adversely affected. In addition, many jurisdictions are actively considering changes to existing tax laws or have proposed or enacted new laws that could increase our tax obligations in countries where we do business or cause us to change the way we operate our business. Any of these developments or changes in federal, state, or international tax laws or tax rulings could adversely affect our effective tax rate and our operating results.
Risks Associated with Litigation, Regulation and Our Intellectual Property
We are subject to various government restrictions and regulations, including on the sale of products and services that use encryption and other technology and those related to privacy and other consumer protection matters.
Various countries have adopted controls, license requirements and restrictions on the export, import and use of products or services that contain encryption technology. In addition, governmental agencies have proposed additional requirements for encryption technology, such as requiring the escrow and governmental recovery of private encryption keys. Restrictions on the sale or distribution of products or services containing encryption technology may impact our ability to license data security technologies to the manufacturers and providers of such products and services in certain markets or may require us or our customers to make changes to the licensed data security technology that is embedded in such products to comply with such restrictions. Government restrictions, or changes to the products or services of our customers to comply with such restrictions, could delay or prevent the acceptance and use of such customers’ products and services. In addition, the United States and other countries have imposed export controls that prohibit the export of encryption and other technology to certain countries, entities and individuals. Our failure to comply with export and use regulations concerning encryption technology could subject us to sanctions and penalties, including fines, and suspension or revocation of export or import privileges. Additionally, climate change concerns and the potential resulting environmental impact may result in new environmental, health, and safety laws and regulations that may affect us, our suppliers, and our customers. Such laws or regulations could cause us to incur additional direct costs for compliance, as well as increased indirect costs resulting from our customers, suppliers, or both incurring
additional compliance costs that are passed on to us. These costs may adversely impact our results of operations and financial condition.
We are subject to a variety of laws and regulations in the United States, the European Union and other countries that involve, for example, user privacy, data protection and security, content and consumer protection. For example, in 2016, a new EU data protection regime, the General Data Protection Regulation (“GDPR”) was adopted, with it fully effective on May 25, 2018. The GDPR includes significant penalties for noncompliance, which may result in monetary penalties of up to the higher of €20 million or 4% of a group’s worldwide turnover for the preceding financial year for the most serious violations. The United Kingdom’s version of the GDPR, which it maintains along with its Data Protection Act, also provides for substantial penalties that, for the most serious violations, can go up to the greater of £17.5 million or 4% of a group’s worldwide turnover for the preceding financial year. In the United States, California enacted the California Consumer Privacy Act (“CCPA”), which became effective on January 1, 2020. The CCPA includes a framework with potentially severe statutory damages and private rights of action. Moreover, a new privacy law, the California Privacy Rights Act (“CPRA”), was approved by California voters in November 2020. The CPRA significantly modifies the CCPA, effective as of January 1, 2023. Numerous other states have passed laws that share similarities with the CCPA and CPRA, and other states are considering such legislation. The U.S. federal government also is contemplating federal privacy legislation. The GDPR and CCPA, and new and evolving laws such as the CPRA, and other future changes in laws or regulations relating to cross-border data transfer, data localization, and other aspects of privacy, data protection and information security may require us to modify our existing practices with respect to the collection, use, disclosure and other processing of data. The GDPR, CCPA, and other existing and proposed laws and regulations can be costly and challenging to comply with and can delay or impede the development of new products, result in negative publicity, increase our operating costs and subject us to claims or other remedies.
We are subject to disclosure and reporting requirements for companies that use “conflict” minerals mined from the Democratic Republic of Congo and adjoining countries in their products, whether or not these products are manufactured by third parties. These requirements could affect the sourcing and availability of minerals that are used in the manufacture of our products. We have to date incurred costs and expect to incur significant additional costs associated with complying with the disclosure requirements, including for example, due diligence in regard to the sources of any conflict minerals used in our products, in addition to the cost of remediation and other changes to products, processes, or sources of supply as a consequence of such verification activities. Additionally, we may face reputational challenges with our customers and other stakeholders if we are unable to sufficiently verify the origins of all minerals used in our products through the due diligence procedures that we implement. We may also face challenges with government regulators and our customers and suppliers if we are unable to sufficiently verify that the metals used in our products are conflict free.
Litigation and government proceedings could affect our business in materially negative ways.
We may be subject to legal claims or regulatory matters involving consumer, stockholder, employment, competition, IP and other issues on a global basis. Litigation can be lengthy, expensive and disruptive to our operations, and results cannot be predicted with certainty. An adverse decision could include monetary damages or, in cases for which injunctive relief is sought, an injunction prohibiting us from manufacturing or selling one or more of our products or technologies. If we were to receive an unfavorable ruling on a matter, our business, operating results or financial condition could be materially harmed.
We have in the past, and may in the future, become engaged in litigation stemming from our efforts to protect and enforce our patents and IP and make other claims, which could adversely affect our IP rights, distract our management and cause substantial expenses and declines in our revenue and stock price.
We seek to diligently protect our IP rights and will continue to do so. While we are not currently involved in IP litigation, any future litigation, whether or not determined in our favor or settled by us, would be expected to be costly, may cause delays applicable to our business (including delays in negotiating licenses with other actual or potential customers), would be expected to discourage future design partners, would tend to impair adoption of our existing technologies and would divert the efforts and attention of our management and technical personnel from other business operations. In addition, we may be unsuccessful in any litigation if we have difficulty obtaining the cooperation of former employees and agents who were involved in our business during the relevant periods related to our litigation and are now needed to assist in cases or testify on our behalf. Furthermore, any adverse determination or other resolution in litigation could result in our losing certain rights beyond the rights at issue in a particular case, including, among other things: our being effectively barred from suing others for violating certain or all of our IP rights; our patents being held invalid or unenforceable or not infringed; our being subjected to significant liabilities; our being required to seek licenses from third parties; our being prevented from licensing our patented technology; or our being required to renegotiate with current customers on a temporary or permanent basis.
From time to time, we are subject to proceedings by government agencies that may result in adverse determinations against us and could cause our revenue to decline substantially.
An adverse resolution by or with a governmental agency could result in severe limitations on our ability to protect and license our IP, and could cause our revenue to decline substantially. Third parties have and may attempt to use adverse findings by a government agency to limit our ability to enforce or license our patents in private litigation, to challenge or otherwise act against us with respect to such government agency proceedings.
Further, third parties have sought and may seek review and reconsideration of the patentability of inventions claimed in certain of our patents by the U.S. Patent and Trademark Office (“USPTO”) and/or the European Patent Office (the “EPO”). Any re-examination or inter partes review proceedings may be initiated by the USPTO’s Patent Trial and Appeal Board (“PTAB”). The PTAB and the related former Board of Patent Appeals and Interferences have previously issued decisions in a few cases, finding some challenged claims of our patents to be valid, and others to be invalid. Decisions of the PTAB are subject to further USPTO proceedings and/or appeal to the Court of Appeals for the Federal Circuit. A final adverse decision, not subject to further review and/or appeal, could invalidate some or all of the challenged patent claims and could also result in additional adverse consequences affecting other related U.S. or European patents, including in any IP litigation. If a significant number of such patents are impaired, our ability to enforce or license our IP would be significantly weakened and could cause our revenue to decline substantially.
The pendency of any governmental agency acting as described above may impair our ability to enforce or license our patents or collect royalties from existing or potential customers, as any litigation opponents may attempt to use such proceedings to delay or otherwise impair any pending cases and our existing or potential customers may await the final outcome of any proceedings before agreeing to new licenses or to paying royalties.
Litigation or other third-party claims of IP infringement could require us to expend substantial resources and could prevent us from developing or licensing our technology on a cost-effective basis.
Our research and development and product programs are in highly competitive fields in which numerous third parties have issued patents and patent applications with claims closely related to the subject matter of our programs. We and/or our customers, also may be named as a defendant in lawsuits claiming that our technology infringes upon the IP rights of third parties. As we develop additional products and technology, we may face claims of infringement of various patents and other IP rights by third parties. In the event of a third-party claim or a successful infringement action against us, we may be required to pay substantial damages, to stop developing and licensing our infringing technology, to develop non-infringing technology, and to obtain licenses, which could result in our paying substantial royalties or our granting of cross licenses to our technologies. We may not be able to obtain licenses from other parties at a reasonable cost, or at all, which could cause us to expend substantial resources, or result in delays in, or the cancellation of, new products. Moreover, customers and/or suppliers of our products may seek indemnification for alleged infringement of IP rights. We could be liable for direct and consequential damages and expenses including attorneys’ fees. A future obligation to indemnify our customers and/or suppliers may harm our business, financial condition and operating results.
If we are unable to protect our inventions successfully through the issuance and enforcement of patents, our operating results could be adversely affected.
We have an active program to protect our proprietary inventions through the filing of patents. There can be no assurance, however, that:
•any current or future U.S. or foreign patent applications will be approved and not be challenged by third parties;
•our issued patents will protect our IP and not be challenged by third parties;
•the validity of our patents will be upheld;
•our patents will not be declared unenforceable;
•the patents of others will not have an adverse effect on our ability to do business;
•Congress or the U.S. courts or foreign countries will not change the nature or scope of rights afforded patents or patent owners or alter in an adverse way the process for seeking or enforcing patents;
•changes in law will not be implemented, or changes in interpretation of such laws will occur, that will affect our ability to protect and enforce our patents and other IP;
•new legal theories and strategies utilized by our competitors will not be successful;
•others will not independently develop similar or competing chip interfaces or design around any patents that may be issued to us; or
•factors such as difficulty in obtaining cooperation from inventors, pre-existing challenges or litigation, or license or other contract issues will not present additional challenges in securing protection with respect to patents and other IP that we acquire.
If any of the above were to occur, our operating results could be adversely affected.
Furthermore, patent reform legislation, such as the Leahy-Smith America Invents Act, could increase the uncertainties and costs surrounding the prosecution of any patent applications and the enforcement or defense of our licensed patents. The federal courts, the USPTO, the Federal Trade Commission, and the U.S. International Trade Commission have also recently taken certain actions and issued rulings that have been viewed as unfavorable to patentees. While we cannot predict what form any new patent reform laws or regulations may ultimately take, or what impact recent or future reforms may have on our business, any laws or regulations that restrict or negatively impact our ability to enforce our patent rights against third parties could have a material adverse effect on our business.
In addition, our patents will continue to expire according to their terms, with expected expiration dates ranging from 2023 to 2042. Our failure to continuously develop or acquire successful innovations and obtain patents on those innovations could significantly harm our business, financial condition, results of operations, or cash flows.
Our inability to protect the IP we create and own would cause our business to suffer.
We rely primarily on a combination of license, development and nondisclosure agreements, trademark, trade secret and copyright law and contractual provisions to protect our non-patentable IP rights. If we fail to protect these IP rights, our customers and others may seek to use our technology without the payment of license fees and royalties, which could weaken our competitive position, reduce our operating results and increase the likelihood of costly litigation. The growth of our business depends in part on the use of our IP in the products of third-party manufacturers, and our ability to enforce IP rights against them to obtain appropriate compensation. In addition, effective trade secret protection may be unavailable or limited in certain foreign countries. Although we intend to protect our rights vigorously, if we fail to do so, our business will suffer.
Effective protection of trademarks, copyrights, domain names, patent rights, and other IP rights is expensive and difficult to maintain, both in terms of application and maintenance costs, as well as the costs of defending and enforcing those rights. The efforts we have taken to protect our IP rights may not be sufficient or effective. Our IP rights may be infringed, misappropriated, or challenged, which could result in them being narrowed in scope or declared invalid or unenforceable. In addition, the laws or practices of certain countries do not protect our proprietary rights to the same extent as do the laws of the United States. Significant impairments of our IP rights, and limitations on our ability to assert our IP rights against others, could have a material and adverse effect on our business.
Third parties may claim that our products or services infringe on their IP rights, exposing us to litigation that, regardless of merit, may be costly to defend.
Our success and ability to compete are also dependent upon our ability to operate without infringing upon the patent, trademark and other IP rights of others. Third parties may claim that our current or future products or services infringe upon their IP rights. Any such claim, with or without merit, could be time consuming, divert management’s attention from our business operations and result in significant expenses. We cannot assure you that we would be successful in defending against any such claims. In addition, parties making these claims may be able to obtain injunctive or other equitable relief affecting our ability to license the products that incorporate the challenged IP. As a result of such claims, we may be required to obtain licenses from third parties, develop alternative technology or redesign our products. We cannot be sure that such licenses would be available on terms acceptable to us, if at all. If a successful claim is made against us and we are unable to develop or license alternative technology, our business, financial condition, operating results and cash flows could be materially adversely affected.
Any dispute regarding our products or services may require us to indemnify certain customers, the cost of which could severely hamper our business operations and financial condition.
In any potential dispute involving our products, our customers could also become the target of litigation. Some of our agreements provide for indemnification, and some require us to provide technical support and information to a customer that is involved in litigation involving use of our technology. In addition, we may be exposed to indemnification obligations, risks and liabilities that were unknown at the time that we acquired assets or businesses for our operations. Any of these indemnification and support obligations could result in substantial and material expenses. In addition to the time and expense required for us to indemnify or supply such support to our customers, a customer’s development, marketing and sales of licensed semiconductors, mobile communications and data security technologies could be severely disrupted or shut down as a result of litigation, which in turn could severely hamper our business operations and financial condition as a result of lower or no royalty payments.
Warranty, service level agreement and product liability claims brought against us could cause us to incur significant costs and adversely affect our operating results, as well as our reputation and relationships with customers.
We may from time to time be subject to warranty, service level agreement and product liability claims with regard to product performance and our services. We could incur material losses as a result of warranty, support, repair or replacement costs in response to customer complaints or in connection with the resolution of contemplated or actual legal proceedings relating to such claims. In addition to potential losses arising from claims and related legal proceedings, warranty and product liability claims could affect our reputation and our relationship with customers. We generally attempt to limit the maximum amount of indemnification or liability that we could be exposed to under our contracts, however, this is not always possible.
We have been party to, and may in the future be subject to, lawsuits relating to securities law matters which may result in unfavorable outcomes and significant judgments, settlements and legal expenses which could cause our business, financial condition and results of operations to suffer.
We and certain of our current and former officers and directors, as well as our current independent auditors, have been subject to several stockholder derivative actions, securities fraud class actions and/or individual lawsuits filed in federal court. The complaints generally alleged that the defendants violated the federal and state securities laws and stated state law claims for fraud and breach of fiduciary duty. Although to date these complaints have either been settled or dismissed, the amount of time to resolve any future lawsuits is uncertain, and these matters could require significant management and financial resources. Unfavorable outcomes and significant judgments, settlements and legal expenses in litigation related to any future securities law claims could have material adverse impacts on our business, financial condition, results of operations, cash flows and the trading price of our common stock.
Participation in standards setting organizations may subject us to IP licensing requirements or limitations that could adversely affect our business and prospects.
In the course of our participation in the development of emerging standards for some of our present and future products, we may be obligated to grant to all other participants a license to our patents that are essential to the practice of those standards on reasonable and non-discriminatory, or RAND, terms. As a result of such obligations, we may be required to license our patents or other IP to others in the future, which could limit the value of the patents and effectiveness of our patents against competitors.
Risks Associated with Capitalization Matters
The price of our common stock may continue to fluctuate.
Our common stock is listed on The Nasdaq Global Select Market under the symbol “RMBS.” The trading price of our common stock has at times experienced price volatility and may continue to fluctuate significantly in response to various factors, some of which are beyond our control. Some of these factors include:
•any progress, or lack of progress, real or perceived, in the development of products that incorporate our innovations and technology companies’ acceptance of our products, including the results of our efforts to expand into new target markets;
•our signing or not signing new licenses or renewing existing licenses, and the loss of strategic relationships with any customer;
•announcements of technological innovations or new products by us, our customers or our competitors;
•changes in our strategies, including changes in our licensing focus and/or acquisitions or dispositions of companies or businesses with business models or target markets different from our core;
•changes in macroeconomic conditions, increased risk of recession, and geopolitical issues, including the effects of tensions between China and Taiwan;
•positive or negative reports by securities analysts as to our expected financial results and business developments;
•developments with respect to patents or proprietary rights and other events or factors;
•new litigation and the unpredictability of litigation results or settlements;
•repurchases of our common stock on the open market;
•issuance of additional securities by us, including in acquisitions, or large cash payments, including in acquisitions; and
•changes in accounting pronouncements.
In addition, the stock market in general, and prices for companies in our industry in particular, have experienced extreme volatility that often has been unrelated to the operating performance of such companies. The trading price of our common stock may fluctuate widely due to various factors, including, but not limited to, actual or anticipated fluctuations in our financial
condition and operating results, changes in financial forecasts or estimates by us or financial or other market estimates and ratings by securities and other analysts, changes in our capital structure, including issuance of additional debt or equity to the public, interest rate changes, regulatory changes, news regarding our products or products of our competitors, and broad market and industry fluctuations. While the trading price of our common stock has been trending upward, there is no guarantee that the trading price will continue to increase.
Investors in our common stock may not realize any return on their investment in us and may lose some or all of their investment. Volatility in the trading price of our common stock could also result in the filing of securities class action litigation matters, which could result in substantial costs and the diversion of management time and resources.
Compliance with changing regulation of corporate governance and public disclosure may result in additional expenses.
Changing laws, regulations and standards relating to corporate governance and public disclosure have historically created uncertainty for companies such as ours. Any new or changed laws, regulations and standards are subject to varying interpretations due to their lack of specificity, and as a result, their application in practice may evolve over time as new guidance is provided by regulatory and governing bodies. This could result in continuing uncertainty regarding compliance matters and higher costs necessitated by ongoing revisions to disclosure and governance practices.
Our amended and restated certificate of incorporation and amended and restated bylaws, Delaware law, and certain other agreements contain provisions that could discourage transactions resulting in a change in control, which may negatively affect the market price of our common stock.
Our amended and restated certificate of incorporation, our amended and restated bylaws and Delaware law contain provisions that might enable our management to discourage, delay or prevent a change in control. In addition, these provisions could limit the price that investors would be willing to pay in the future for shares of our common stock. Pursuant to such provisions:
•our board of directors is authorized, without prior stockholder approval, to create and issue preferred stock, commonly referred to as “blank check” preferred stock, with rights senior to those of common stock, which means that a stockholder rights plan could be implemented by our board;
•our board of directors is staggered into two classes, only one of which is elected at each annual meeting;
•stockholder action by written consent is prohibited;
•nominations for election to our board of directors and the submission of matters to be acted upon by stockholders at a meeting are subject to advance notice requirements, including compliance with the “universal proxy rules” under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), for nominations for election to the board of directors or for proposing matters that can be acted upon at stockholder meetings;
•certain provisions in our amended and restated certificate of incorporation and amended and restated bylaws, such as notice to stockholders, the ability to call a stockholder meeting, advance notice requirements and action of stockholders by written consent may only be amended with the approval of stockholders holding 66 2/3% of our outstanding voting stock;
•our stockholders have no authority to call special meetings of stockholders; and
•our board of directors is expressly authorized to make, alter or repeal our bylaws.
We are also subject to Section 203 of the Delaware General Corporation Law, which provides, subject to enumerated exceptions, that if a person acquires 15% or more of our outstanding voting stock, the person is an “interested stockholder” and may not engage in any “business combination” with us for a period of three years from the time the person acquired 15% or more of our outstanding voting stock.
Our amended and restated bylaws provide that the Court of Chancery of the State of Delaware and the federal district courts of the United States will be the exclusive forums for substantially all disputes between us and our stockholders, which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers or employees.
Our amended and restated bylaws provide that the Court of Chancery of the State of Delaware (or, if the Court of Chancery does not have jurisdiction, another State court in Delaware or the federal district court for the District of Delaware) is the exclusive forum for the following (except for any claim as to which such court determines that there is an indispensable party not subject to the jurisdiction of such court (and the indispensable party does not consent to the personal jurisdiction of such court within ten days following such determination), which is vested in the exclusive jurisdiction of a court or forum other than such court or for which such court does not have subject matter jurisdiction):
•any derivative action or proceeding brought on behalf of us;
•any action asserting a claim of breach of a fiduciary duty;
•any action asserting a claim against us arising under the Delaware General Corporation Law, our amended and restated certificate of incorporation or our amended and restated bylaws (as either may be amended from time to time); and
•any action asserting a claim against us that is governed by the internal affairs doctrine.
This provision would not apply to suits brought to enforce a duty or liability created by the Exchange Act or any other claim for which the U.S. federal courts have exclusive jurisdiction.
Our amended and restated bylaws further provide that the federal district courts of the United States will be the exclusive forum for resolving any complaint asserting a cause of action arising under the Securities Act of 1933, as amended.
These exclusive-forum provisions may limit a stockholder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with us or our directors, officers or other employees, which may discourage lawsuits against us and our directors, officers and other employees. Any person or entity purchasing or otherwise acquiring any interest in any of our securities shall be deemed to have notice of and consented to these provisions. There is uncertainty as to whether a court would enforce such provisions, and the enforceability of similar choice of forum provisions in other companies’ charter documents has been challenged in legal proceedings. It is possible that a court could find these types of provisions to be inapplicable or unenforceable, and if a court were to find either exclusive-forum provision in our amended and restated bylaws to be inapplicable or unenforceable in an action, we may incur additional costs associated with resolving the dispute in other jurisdictions, which could seriously harm our business.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
Share Repurchase Program
On October 29, 2020, our Board approved a new share repurchase program authorizing the repurchase of up to an aggregate of 20.0 million shares (the “2020 Repurchase Program”). Share repurchases under the 2020 Repurchase Program may be made through the open market, established plans or privately negotiated transactions in accordance with all applicable securities laws, rules, and regulations. There is no expiration date applicable to the 2020 Repurchase Program.
As part of the broader share repurchase program authorized by our Board on October 29, 2020, we entered into an accelerated share repurchase program with Deutsche Bank AG, London Branch as counterparty, through its agent Deutsche Bank Securities Inc. (“Deutsche Bank”) on November 11, 2020 (the “2020 ASR Program”), which was completed in the second quarter of 2021. Also in the second quarter of 2021, we entered into another accelerated share repurchase program with Deutsche Bank on June 15, 2021 (the “2021 ASR Program”), which was completed in the fourth quarter of 2021. In the third quarter of 2022, we entered into an accelerated share repurchase program with Wells Fargo on September 9, 2022 (the “2022 ASR Program”), which was completed in the fourth quarter of 2022. In the third quarter of 2023, we entered into an accelerated share repurchase program with Royal Bank of Canada (“RBC”) on August 10, 2023, (the “2023 ASR Program”), which was also completed in the third quarter of 2023.
After giving effect to the 2020, 2021, 2022 and 2023 ASR programs, detailed in the table below, there remained an outstanding authorization to repurchase approximately 7.9 million shares of our outstanding common stock under the 2020 Repurchase Program.
We record stock repurchases as a reduction to stockholders’ equity. We record 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.
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| Period | | Total Number of Shares Purchased | | Average Price Paid per Share | | Total Number of Shares Purchased as Part of Publicly Announced Program | | Maximum Number of Shares that May Yet be Purchased Under the Program |
Cumulative shares repurchased as of December 31, 2022 (1) (2) (3) | | 10,261,922 | | | $ | 24.36 | | | 10,261,922 | | | 9,738,078 | |
August 1, 2023 - September 30, 2023(4) | | 1,854,832 | | | $ | 53.91 | | | 1,854,832 | | | 7,883,246 | |
| | | | | | | | |
| Cumulative shares repurchased as of September 30, 2023 | | 12,116,754 | | | | | 12,116,754 | | | |
(1) In November 2020, we entered into the 2020 ASR Program with Deutsche Bank to repurchase an aggregate of $50.0 million of our common stock. We made an upfront payment of $50.0 million pursuant to the accelerated share repurchase program and received an initial delivery of 2.6 million shares which were retired and recorded as a $40.0 million reduction to
stockholders' equity. The remaining $10.0 million of the initial payment was recorded as a reduction to stockholders’ equity as an unsettled forward contract indexed to our stock. During the second quarter of 2021, the accelerated share repurchase program was completed and we received an additional 0.1 million shares of our common stock, which were retired, as the final settlement of the accelerated share repurchase program. The total shares of our common stock received and retired under the terms of the accelerated share repurchase program were 2.7 million, with an average price paid per share of $18.63.
(2) In June 2021, we entered into the 2021 ASR Program with Deutsche Bank to repurchase an aggregate of $100.0 million of our common stock. We made an upfront payment of $100.0 million pursuant to the accelerated share repurchase program and received an initial delivery of 3.9 million shares, 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 our stock. In October 2021, the accelerated share repurchase program was completed and we received an additional 0.4 million shares of our common stock, which were retired, as the final settlement of the accelerated share repurchase program. The total shares of our common stock received and retired under the terms of the accelerated share repurchase program were 4.4 million, with an average price paid per share of $22.82.
(3) In September 2022, we entered into the 2022 ASR Program with Wells Fargo to repurchase an aggregate of $100.0 million of our common stock. We made an upfront payment of $100.0 million pursuant to the accelerated share repurchase program and received an initial delivery of approximately 3.1 million shares, 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 our stock. During the fourth quarter of 2022, the accelerated share repurchase program was completed and we received an additional 0.1 million shares of our common stock, which were retired, as the final settlement of the accelerated share repurchase program. The total shares of our common stock received and retired under the terms of the accelerated share repurchase program were 3.2 million, with an average price paid per share of $31.30.
(4) In August 2023, we entered into the 2023 ASR Program with RBC to repurchase an aggregate of $100.0 million of our common stock. We made an upfront payment of $100.0 million pursuant to the accelerated share repurchase program and received an initial delivery of approximately 1.6 million shares, 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 our stock. On September 22, 2023, the accelerated share repurchase program was completed and we received an additional 0.2 million shares of our common stock, which were retired, as the final settlement of the accelerated share repurchase program. The total shares of our common stock received and retired under the terms of the accelerated share repurchase program were 1.8 million, with an average price paid per share of $53.91.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Mine Safety Disclosures
Not applicable.
Item 5. Other Information
Securities Trading Plans of Directors and Executive Officers
During the third quarter of 2023, the below directors and/or officers, as defined in Rule 16a-1(f), adopted and/or terminated a “Rule 10b5-1 trading arrangement” and/or a “non-Rule 10b5-1 trading arrangement,” each as defined in Item 408 of Regulation S-K. The Rule 10b5-1 trading arrangements are each intended to satisfy the affirmative defense in Rule 10b5-1(c)(1).
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| Name | | Title | | Adopted or
Terminated | | Adoption
Date | | Termination
Date | | | | Total Number of Shares of Common Stock to be Sold |
| Desmond M. Lynch | | Senior Vice President, Finance and Chief Financial Officer | | Adopted | | September 7, 2023 | | September 7, 2024 | | | | 8,365 |
| Sean Fan | | Senior Vice President, Chief Operating Officer | | Adopted | | September 11, 2023 | | September 11, 2024 | | | | Up to 135,752 |
No other directors or officers, as defined in Rule 16a-1(f), adopted, modified, and/or terminated a “Rule 10b5-1 trading arrangement,” and no directors or officers, as defined in Rule 16a-1(f), adopted, modified, and/or terminated a “non-Rule 10b5-1 trading arrangement,” each as defined in Item 408 of Regulation S-K.
Item 6. Exhibits
INDEX TO EXHIBITS
| | | | | | | | |
Exhibit
Number | | Description of Document |
| | |
| | Asset Purchase Agreement by and between Rambus Inc. and Cadence Design Systems, Inc., dated as of July 19, 2023.* |
| | |
| | Form of ASR Agreement. |
| | |
| | Certification of Principal Executive Officer, pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
| | |
| | Certification of Principal Financial Officer, pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
| | |
| | Certification of Principal Executive Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
| | |
| | Certification of Principal Financial Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
| | |
| 101.INS | | XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. |
| | |
| 101.SCH | | XBRL Taxonomy Extension Schema Document |
| | |
| 101.CAL | | XBRL Taxonomy Extension Calculation Linkbase Document |
| | |
| 101.LAB | | XBRL Taxonomy Extension Label Linkbase Document |
| | |
| 101.PRE | | XBRL Taxonomy Extension Presentation Linkbase Document |
| | |
| 101.DEF | | XBRL Taxonomy Extension Definition Linkbase Document |
| | |
| 104 | | Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101) |
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| | |
* | | Schedules and exhibits omitted pursuant to Item 601(b)(2) of Regulation S-K. Rambus will furnish supplementally a copy of any omitted schedule or exhibit to the Securities and Exchange Commission upon request. Rambus may request confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended, for any schedules or exhibits so furnished. |
| | |
† | | The certifications furnished in Exhibit 32.1 and 32.2 hereto are deemed to accompany this Quarterly Report on Form 10-Q and will not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of that section. Such certifications will not be deemed to be incorporated by reference into any filings under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except to the extent that the registrant specifically incorporates it by reference. |
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(1) | | Incorporated by reference to the Form 8-K filed on July 20, 2023. |
| | |
(2) | | Incorporated by reference to the Form 8-K filed on August 11, 2023. |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| | | | | | | | | | | |
| | RAMBUS INC. |
| | |
| Date: | November 3, 2023 | By: | /s/ Desmond Lynch |
| | | Desmond Lynch |
| | | Senior Vice President, Finance and Chief Financial Officer |
| | | (Principal Financial Officer and Duly Authorized Officer) |
| | | |