POWER INTEGRATIONS INC
For the period ended Mar 31, 2024. Filed May 7, 2024.
View on SEC.govAbout this filing
A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Mar 31, 2024 · Filed May 7, 2024
Extracted filing text, with the paragraph anchors used by the comparison.
See the whole filing, with its images and exhibitsContents
Notes to Unaudited Condensed Consolidated Financial Statements
- BASIS OF PRESENTATION:
The condensed consolidated financial statements include the accounts of Power Integrations, Inc., a Delaware corporation (the “Company”), and its wholly owned subsidiaries. Significant intercompany accounts and transactions have been eliminated in consolidation.
While the financial information furnished is unaudited, the condensed consolidated financial statements included in this report reflect all adjustments (consisting only of normal recurring adjustments) that the Company considers necessary for the fair presentation of the results of operations for the interim periods covered and the financial condition of the Company at the date of the interim balance sheet in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). The results for interim periods are not necessarily indicative of the results for the entire year. The condensed consolidated financial statements should be read in conjunction with the Company’s consolidated financial statements and the notes thereto for the year ended December 31, 2023, included in its Form 10-K filed on February 12, 2024, with the Securities and Exchange Commission.
- SIGNIFICANT ACCOUNTING POLICIES AND RECENT ACCOUNTING PRONOUNCEMENTS:
Significant Accounting Policies and Estimates
No material changes have been made to the Company’s significant accounting policies disclosed in Note 2,Significant Accounting Policies and Recent Accounting Pronouncements, of the Company’s financial statements set forth in Item 8 of the Company’s Annual Report on Form 10-K, filed on February 12, 2024, for the year ended December 31, 2023.
Recent Accounting Pronouncements
In November 2023, the FASB issued ASU 2023-07,Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures (“ASU 2023-07”), which is intended to improve reportable segment disclosure requirements and expand public entities’ segment disclosures in the annual and interim financial statements. The amendment will require disclosure of significant segment expenses that are regularly provided to the chief operating decision maker and within each reported measure of segment profit or loss, an amount and description of its composition for other segment items and interim disclosures of a reportable segment’s profit or loss and assets. All disclosure requirements of ASU 2023-07 are required for entities with a single reportable segment. The Company is required to adopt the amendments in fiscal year 2024 for annual and retrospective reporting periods and in the first quarter of fiscal year 2025 for all interim and retrospective reporting periods; with early adoption permitted. The Company does not expect the amendment to have a material impact on its consolidated financial statements upon adoption.
In December 2023, the FASB issued ASU 2023-09,Income Taxes (Topic 740): Improvements to Income Tax Disclosures (“ASU 2023-09”), which modifies the rules on income tax disclosures to require entities to disclose (1) specific categories in the rate reconciliation, (2) the income or loss from continuing operations before income tax expense or benefit (separated between domestic and foreign) and (3) income tax expense or benefit from continuing operations (separated by federal, state and foreign). ASU 2023-09 also requires entities to disclose their income tax payments to international, federal, state and local jurisdictions, among other changes. The guidance is effective for annual periods beginning after December 15, 2024. Early adoption is permitted for annual financial statements that have not yet been issued or made available for issuance. ASU 2023-09 should be applied on a prospective basis, but retrospective application is permitted. The Company is currently evaluating the potential impact of adopting this new guidance on its consolidated financial statements.
- COMPONENTS OF THE COMPANY’S CONDENSED CONSOLIDATED BALANCE SHEETS:
Accounts Receivable
| | | | | | | |
|---|---|---|---|---|---|---|
| · March 31, · December 31, | ||||||
| (In thousands) · · 2024 · · 2023 | ||||||
| Accounts receivable trade | | $42,325 | | $53,147 | ||
| Allowance for ship and debit | | (26,754) | | (36,017) | ||
| Allowance for stock rotation and rebate | | (2,448) | | (1,775) | ||
| Allowance for credit losses | | | (844) | | | (681) |
| Total | | $12,279 | | $14,674 | ||
The Company maintains an allowance for estimated credit losses resulting from the inability of customers to make required payments. This allowance is established using estimates formulated by the Company’s management based upon factors such as the composition of the accounts receivable aging, historical losses, changes in payment patterns, customer creditworthiness and current economic trends. Receivables determined to be uncollectible are written off and deducted from the allowance.
| · · · · · · | ||||
|---|---|---|---|---|
| · · Allowance for Credit Losses | ||||
| · · Three Months Ended | ||||
| · · March 31, | ||||
| (In thousands) · · 2024 · 2023 | ||||
| Beginning balance | | $(681) | | $(1,135) |
| Provision for credit loss expense | | (684) | | (439) |
| Receivables written off | | — | | — |
| Recoveries collected | | 521 | | 893 |
| Ending balance | | $(844) | | $(681) |
Inventories
| · · · · · · | ||||
|---|---|---|---|---|
| · March 31, · December 31, | ||||
| (In thousands) | | 2024 | | 2023 |
| Raw materials | | $98,292 | | $96,467 |
| Work-in-process | | 31,260 | | 24,727 |
| Finished goods | | 38,313 | | 41,970 |
| Total | | $167,865 | | $163,164 |
Intangible Assets
| · · · · · · · · · · · · · · · · · · | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| · · March 31, 2024 · · December 31, 2023 | ||||||||||||
| · · · Accumulated · · · · · Accumulated · · | ||||||||||||
| (In thousands) | | Gross | | Amortization | | Net | | Gross | | Amortization | | Net |
| Domain name | | $1,261 | | $— | | $1,261 | | $1,261 | | $— | | $1,261 |
| Developed technology | | 37,960 | | (35,941) | | 2,019 | | 37,960 | | (35,459) | | 2,501 |
| Technology licenses | | 1,926 | | (1,325) | | 601 | | 1,926 | | (1,264) | | 662 |
| Total intangible assets | | $41,147 | | $(37,266) | | $3,881 | | $41,147 | | $(36,723) | | $4,424 |
The estimated future amortization expense related to finite-lived intangible assets at March 31, 2024, is as follows:
| · · · | ||
|---|---|---|
| · Estimated | ||
| | | Amortization |
| Fiscal Year | | (In thousands) |
| 2024 (remaining nine months) | | $736 |
| 2025 | | 832 |
| 2026 | | 687 |
| 2027 | | 365 |
| Total | | $2,620 |
Accumulated Other Comprehensive Loss
Changes in accumulated other comprehensive loss for the three months ended March 31, 2024 and 2023, were as follows:
| · · · · · · · · · · · · · · · · · · · · · · · | |||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| · Unrealized Gains · · · · · · · · · · · · | |||||||||||||||
| · and Losses on · · Defined Benefit · · Foreign Currency · · · | |||||||||||||||
| · Marketable Securities · · Pension Items · · Items · · Total | |||||||||||||||
| · Three Months Ended · · Three Months Ended · · Three Months Ended · · Three Months Ended | |||||||||||||||
| · March 31, · · March 31, · · March 31, · · March 31, | |||||||||||||||
| (In thousands) · 2024 · 2023 · 2024 · 2023 · 2024 · 2023 · 2024 · 2023 | |||||||||||||||
| Beginning balance | $256 | | $(5,323) | | $1,585 | | $862 | | $(3,303) | | $(2,883) | | $(1,462) | | $(7,344) |
| Other comprehensive income (loss) before reclassifications | (688) | | 2,172 | | — | | — | | (366) | | 148 | | (1,054) | | 2,320 |
| Amounts reclassified from accumulated other comprehensive loss | — | | — | | (43) | (1) | (20) | (1) | — | | — | | (43) | | (20) |
| Net-current period other comprehensive income (loss) | (688) | | 2,172 | | (43) | | (20) | | (366) | | 148 | | (1,097) | | 2,300 |
| Ending balance | $(432) | | $(3,151) | | $1,542 | | $842 | | $(3,669) | | $(2,735) | | $(2,559) | | $(5,044) |
| (1) | This component of accumulated other comprehensive loss is included in the computation of net periodic pension cost for the three months ended March 31, 2024 and 2023. |
- FAIR VALUE MEASUREMENTS:
The FASB established a three-tier value hierarchy, which prioritizes the inputs used in measuring fair value as follows: (Level 1) observable inputs such as quoted prices for identical assets in active markets; (Level 2) inputs other than the quoted prices in active markets that are observable either directly or indirectly; and (Level 3) unobservable inputs in which there is little or no market data, which requires the Company to develop its own assumptions. This hierarchy requires the Company to use observable market data, when available, and to minimize the use of unobservable inputs when determining fair value.
The Company’s cash equivalents and short-term marketable securities are classified within Level 1 or Level 2 of the fair-value hierarchy because they are valued using quoted market prices, broker or dealer quotations, or alternative pricing sources with reasonable levels of price transparency.
The fair-value hierarchy of the Company’s cash equivalents and marketable securities at March 31, 2024 and December 31, 2023, was as follows:
| | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|
| · · Fair Value Measurement at | |||||||||
| · · March 31, 2024 | |||||||||
| · · · Quoted Prices in · · | |||||||||
| · · · · · Active Markets for · · Significant Other | |||||||||
| · · · · · Identical Assets · · Observable Inputs | |||||||||
| (In thousands) · · Total Fair Value · · (Level 1) · · (Level 2) | |||||||||
| Commercial paper | | $3,223 | | $— | | $3,223 | |||
| Corporate securities | | | 242,444 | | | — | | | 242,444 |
| Money market funds | | 9,457 | | 9,457 | | — | |||
| U.S. government securities | | | 1,000 | | | 1,000 | | | — |
| Total | | $256,124 | | $10,457 | | $245,667 | |||
| | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|
| · · Fair Value Measurement at | |||||||||
| · · December 31, 2023 | |||||||||
| · · · Quoted Prices in · · | |||||||||
| · · · · · Active Markets for · · Significant Other | |||||||||
| · · · · · Identical Assets · · Observable Inputs | |||||||||
| (In thousands) · · Total Fair Value · · (Level 1) · · (Level 2) | |||||||||
| Commercial paper | | $20,275 | | $— | | $20,275 | |||
| Corporate securities | | | 246,922 | | | — | | | 246,922 |
| Money market funds | | 491 | | 491 | | — | |||
| Total | | $267,688 | | $491 | | $267,197 | |||
The Company did not transfer any investments between Level 1 and Level 2 of the fair-value hierarchy in the three months ended March 31, 2024 and the twelve months ended December 31, 2023.
- MARKETABLE SECURITIES:
Amortized cost and estimated fair market value of marketable securities classified as available-for-sale (excluding cash equivalents) at March 31, 2024, were as follows:
| | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| · · Amortized · · Gross Unrealized · · Estimated Fair | ||||||||||||
| (In thousands) · Cost · Gains · Losses · Market Value | ||||||||||||
| Investments due in 3 months or less: · · · · | ||||||||||||
| Corporate securities | | $18,891 | | $2 | | $(63) | | $18,830 | ||||
| Total | | 18,891 | | 2 | | (63) | | 18,830 | ||||
| Investments due in 4-12 months: | | | | | ||||||||
| Commercial paper | | | 728 | | | — | | | — | | | 728 |
| Corporate securities | | 34,004 | | 6 | | (206) | | 33,804 | ||||
| Total | | 34,732 | | 6 | | (206) | | 34,532 | ||||
| Investments due in 12 months or greater: | | | | | ||||||||
| Corporate securities | | 189,972 | | 314 | | (485) | | 189,801 | ||||
| Total | | | 189,972 | | 314 | | | (485) | | 189,801 | ||
| Total marketable securities | | $243,595 | | $322 | | $(754) | | $243,163 | ||||
Accrued interest receivable was $2.5 million at March 31, 2024 and was recorded within prepaid expenses and other current assets on the condensed consolidated balance sheet.
Amortized cost and estimated fair market value of marketable securities classified as available-for-sale (excluding cash equivalents) at December 31, 2023, were as follows:
| | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| · · Amortized · · Gross Unrealized · · Estimated Fair | ||||||||||||
| (In thousands) · Cost · Gains · Losses · Market Value | ||||||||||||
| Investments due in 3 months or less: · · · · | ||||||||||||
| Corporate securities | | $10,688 | | $— | | $(42) | | $10,646 | ||||
| Total | | 10,688 | | — | | (42) | | 10,646 | ||||
| Investments due in 4-12 months: | | | | | ||||||||
| Commercial paper | | | 718 | | | — | | | — | | | 718 |
| Corporate securities | | 48,680 | | 15 | | (347) | | 48,348 | ||||
| Total | | 49,398 | | 15 | | (347) | | 49,066 | ||||
| Investments due in 12 months or greater: | | | | | ||||||||
| Corporate securities | | | 187,298 | | 952 | | (322) | | 187,928 | |||
| Total | | 187,298 | | 952 | | (322) | | 187,928 | ||||
| Total marketable securities | | $247,384 | | $967 | | $(711) | | $247,640 | ||||
Accrued interest receivable was $2.3 million at December 31, 2023 and was recorded within prepaid expenses and other current assets on the condensed consolidated balance sheet.
The following table summarizes marketable securities classified as available-for-sale (excluding cash equivalents) in a continuous unrealized loss position for which an allowance for credit losses was not recorded at March 31, 2024:
| · · · · · · · · · · · · · · · · · · | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| · · Less Than 12 Months · · 12 Months or Longer · · Total | ||||||||||||
| · Estimated · Gross · Estimated · Gross · Estimated · Gross | ||||||||||||
| | | Fair Market | | Unrealized | | Fair Market | | Unrealized | | Fair Market | | Unrealized |
| (In thousands) | | Value | | Losses | | Value | | Losses | | Value | | Losses |
| Corporate securities | | $136,703 | | $(595) | | $19,309 | | $(159) | | $156,012 | | $(754) |
| Total marketable securities | | $136,703 | | $(595) | | $19,309 | | $(159) | | $156,012 | | $(754) |
In the three months ended March 31, 2024 and 2023, no unrealized losses on marketable securities were recognized in income.
The Company does not intend to sell and it is unlikely that it will be required to sell securities prior to their anticipated recovery. The issuers are high quality (investment grade) and the decline in fair value is largely due to changes in interest rates. Additionally, the issuers continue to make timely interest payments on the marketable securities with the fair value expected to recover as they reach maturity.
- STOCK-BASED COMPENSATION:
The following table summarizes the stock-based compensation expense recognized in accordance with ASC 718-10 for the three months ended March 31, 2024 and 2023:
| · · · · · · | ||||
|---|---|---|---|---|
| · · Three Months Ended | ||||
| · · March 31, | ||||
| (In thousands) · 2024 · 2023 | ||||
| Cost of revenues | | $346 | | $301 |
| Research and development | | 2,425 | | 2,668 |
| Sales and marketing | | 1,604 | | 1,653 |
| General and administrative | | 2,039 | | 2,746 |
| Total stock-based compensation expense | | $6,414 | | $7,368 |
Stock-based compensation expense in the three months ended March 31, 2024, was approximately $6.4 million, comprising approximately $6.1 million related to restricted stock unit (“RSU”) awards, an immaterial amount related to performance-based (“PSU”) awards and long-term performance-based (“PRSU”) awards and $0.3 million related to the Company’s employee stock purchase plan.
Stock-based compensation expense in the three months ended March 31, 2023, was approximately$7.4 million, comprising approximately$5.9 million related to RSUs,$1.0 million related to PSUs and PRSUs and$0.5 million related to the Company’s employee stock purchase plan.
PSU Awards
Under the performance-based awards program, the Company grants awards in the performance year in an amount equal to twice the target number of shares to be issued if the maximum performance metrics are met. The number of shares that are released at the end of the performance year can range from zero to 200% of the target number depending on the Company’s performance. The performance metrics of this program are annual targets consisting of a combination of net revenue, non-GAAP operating income and strategic goals.
As the net revenue, non-GAAP operating income and strategic goals are considered performance conditions, expense associated with these awards, net of estimated forfeitures, is recognized over the service period based on an assessment of the expected achievement of the performance targets. The fair value of these PSUs is determined using the fair value of the Company’s common stock on the date of the grant, reduced by the discounted present value of dividends expected to be declared before the awards vest. If the performance conditions are not achieved, no compensation cost is recognized and any previously recognized compensation is reversed.
In February 2024, it was determined that approximately 38,000 shares subject to the PSUs granted in 2023 vested in aggregate; the shares were released to the Company’s employees and executives in the first quarter of 2024.
A summary of PSUs outstanding as of March 31, 2024 and activity during the three months ended, is presented below:
| · · · · · · · · · · | ||||||||
|---|---|---|---|---|---|---|---|---|
| · · · · · · Weighted-Average · · · | ||||||||
| | | | | Weighted-Average | | Remaining | | Aggregate |
| | | Shares | | Grant Date Fair | | Contractual Term | | Intrinsic Value |
| · (In thousands) · Value Per Share · (In years) · (In thousands) | ||||||||
| Outstanding at January 1, 2024 | 38 | | $82.95 | | | | ||
| Granted | 1 | | $74.25 | | | |||
| Vested | (38) | | $82.94 | | ||||
| Forfeited | — | | | — | | |||
| Outstanding at March 31, 2024 | 1 | | $74.79 | 0.75 | | $60 | ||
| Outstanding and expected to vest at March 31, 2024 | 1 | | | | 0.75 | | $43 | |
PRSU Awards
The Company’s PRSU program provides for the issuance of PRSUs which will vest based on the Company’s performance measured against the PRSU program’s established performance targets. PRSUs are granted in an amount equal to twice the target number of shares to be issued if the maximum performance metrics are met. The actual number of shares the recipient receives is determined at the end of athree-year performance period based on results achieved versus the Company’s performance goals, and may range from zero to 200% of the target number. The performance goals for PRSUs granted in fiscal 2022 and 2023 were based on the Company’s compound annual growth rate (“CAGR”) of revenue as measured against the revenue CAGR of the analog semiconductor industry (“Relative Measure”), in each case over the respective three-year performance period. In addition, the PRSUs granted in 2023 (“2023 PRSUs”) also include a performance goal related to the Company’s revenue growth over the respective three-year performance period as compared to defined targets (“Absolute Measure”) with the actual vesting of the 2023 PRSUs calculated based on higher achievement under the Relative Measure or the Absolute Measure. Expense associated with these awards, net of estimated forfeitures, is recorded throughout the year based on an assessment of the expected achievement of the performance targets. If the performance conditions are not achieved, no compensation cost is recognized and any previously recognized compensation is reversed.
In February 2024, it was determined thatno shares subject to the PRSUs granted in 2021 vested; thus no shares were released to the Company’s executives in the first quarter of 2024.
A summary of PRSUs outstanding as of March 31, 2024 and activity during the three months ended, is presented below:
| · · · · · · · · · · | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| | | | | | | | Weighted-Average | | Aggregate |
| · · · · Weighted-Average · · Remaining · · Intrinsic | |||||||||
| · · Shares · · Grant Date Fair · · Contractual Term · · Value | |||||||||
| · (In thousands) · Value Per Share · (In years) · (In thousands) | |||||||||
| Outstanding at January 1, 2024 | 256 | | $80.08 | | | | |||
| Granted | — | | | — | | ||||
| Vested | — | | | — | | ||||
| Forfeited | — | | | — | | ||||
| Outstanding at March 31, 2024 | 256 | | $80.08 | 1.32 | | $18,288 | |||
| Outstanding and expected to vest at March 31, 2024 | — | | | | | — | | | — |
RSU Awards
A summary of RSUs outstanding as of March 31, 2024 and activity during the three months ended, is presented below:
| · · · · · · · · · · | ||||||||
|---|---|---|---|---|---|---|---|---|
| · · · · · · · Weighted-Average · · Aggregate | ||||||||
| | | | | Weighted-Average | | Remaining | | Intrinsic |
| | | Shares | | Grant Date Fair | | Contractual Term | | Value |
| · (In thousands) · Value Per Share · (In years) · (In thousands) | ||||||||
| Outstanding at January 1, 2024 | 981 | | $70.27 | | | | | |
| Granted | 7 | | $71.28 | | | | | |
| Vested | (148) | | $73.09 | | | | | |
| Forfeited | (4) | | $80.80 | | | | | |
| Outstanding at March 31, 2024 | 836 | | $69.72 | | 1.85 | | $59,803 | |
| Outstanding and expected to vest at March 31, 2024 | 781 | | | | 1.40 | | $55,916 | |
- SIGNIFICANT CUSTOMERS AND GEOGRAPHIC NET REVENUES:
Segment Reporting
The Company is organized and operates asone reportable segment, the design, development, manufacture and marketing of integrated circuits and related components for use primarily in the high-voltage power-conversion market. The Company’s chief operating decision maker, the Chief Executive Officer, reviews financial information presented on a consolidated basis for purposes of making operating decisions and assessing financial performance.
Customer Concentration
The Company’s topten customers accounted for approximately 77% and 78% of net revenues for the three months ended March 31, 2024 and 2023, respectively. A significant portion of these revenues are attributable to sales of the Company’s products to distributors of electronic components. These distributors sell the Company’s products to a broad, diverse range of end users, including original equipment manufacturers (“OEMs”) and merchant power-supply manufacturers. Similarly, merchant power-supply manufacturers sell power supplies incorporating the Company’s products to a broad range of OEMs. Sales to distributors were $66.4 million and $66.8 million in the three months ended March 31, 2024 and 2023, respectively. Direct sales to OEMs and power-supply manufacturers accounted for the remainder.
The following customers represented 10% or more of the Company’s net revenues for the respective periods:
| · · · · · · | |||||
|---|---|---|---|---|---|
| | Three Months Ended | ||||
| · · March 31, | |||||
| Customer · · 2024 · · 2023 | |||||
| Avnet | 29% | | 25% | ||
| Honestar Technologies Co., Ltd. | | 11% | | 12% | |
| Salcomp Group | | * | | | 13% |
- Total customer revenue was less than 10% of net revenues.
No other customers accounted for 10% or more of the Company’s net revenues in the periods presented.
Concentration of Credit Risk
Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash investments and trade receivables. The Company does not have any off-balance-sheet credit exposure related to its customers.
As of March 31, 2024 and December 31, 2023,88% and 86% of accounts receivable were concentrated with the Company’s topten customers.
The following customers represented 10% or more of accounts receivable at March 31, 2024 and December 31, 2023:
| · · · · · · | |||||
|---|---|---|---|---|---|
| · · March 31, · · December 31, | |||||
| Customer · 2024 · · 2023 | |||||
| Avnet | | 33% | | 39% | |
| Powertech Distribution Ltd. | | 13% | | * | |
| Honestar Technologies Co., Ltd. | | 10% | | 20% | |
| Salcomp Group | | * | | | 10% |
- Total customer accounts receivable was less than 10% of accounts receivable.
No other customers accounted for 10% or more of the Company’s accounts receivable in the periods presented.
Geographic Net Revenues
The Company markets its products globally through its sales personnel and a worldwide network of independent sales representatives and distributors. Geographic net revenues by region and country with 5% or more of the Company’s revenue during any of the periods presented, based on “bill to” customer locations were as follows:
| | | | | | | |
|---|---|---|---|---|---|---|
| · · Three Months Ended | ||||||
| · · March 31, | ||||||
| (In thousands) · 2024 · 2023 | ||||||
| Americas: | | $5,005 | | $6,483 | ||
| EMEA: | | | | | ||
| Germany | | | 5,889 | | 7,474 | |
| Other EMEA | | 6,314 | | 6,915 | ||
| APAC: | | | | | ||
| Hong Kong/China | | 49,680 | | 59,598 | ||
| India | | 5,380 | | 6,729 | ||
| Japan | | 2,465 | | 5,339 | ||
| Korea | | | 9,520 | | | 6,801 |
| Taiwan | | | 4,758 | | | 2,009 |
| Other APAC | | 2,677 | | 4,949 | ||
| Total net revenues | | $91,688 | | $106,297 | ||
- STOCKHOLDERS’ EQUITY:
Common Stock Shares Outstanding
| | | | | | | |
|---|---|---|---|---|---|---|
| · · Three Months Ended | ||||||
| · · March 31, | ||||||
| (In thousands) · 2024 · 2023 | ||||||
| Beginning balance | | | 56,738 | | | 56,961 |
| Common stock issued under employee stock plans | | 228 | | 268 | ||
| Repurchased | | (207) | | (23) | ||
| Ending balance | | | 56,759 | | | 57,206 |
Common Stock Repurchases
As of December 31, 2023, the Company had $26.0 million remaining under its authorized stock-repurchase program. In the three months ended March 31, 2024, the Company purchased approximately 207,000 shares for $14.6 million, leaving $11.3 million remaining on the repurchase authorization as of March 31, 2024. Authorization of future repurchase programs is at the discretion of the Company’s board of directors and will depend on the Company’s financial condition, results of operations, capital requirements, business conditions and other factors; the program has no expiration date.
Cash Dividends
In February 2023, the Company’s board of directors declared dividends of $0.19 per share to be paid to stockholders of record at the end of each quarter in 2023.
In October 2023, the Company’s board of directors raised the quarterly cash dividend with the declaration offive cash dividends of$0.20 per share to be paid to stockholders of record at the end of the fourth quarter in 2023 (in lieu of the$0.19 per share announced in February 2023) and at the end of each quarter in 2024.
For the three months ended March 31, 2024 and 2023, cash dividends declared and paid were as follows:
| · · · · · · | ||||
|---|---|---|---|---|
| · · Three Months Ended | ||||
| · · March 31, | ||||
| (In thousands, except per share amounts) · 2024 · 2023 | ||||
| Dividends declared and paid | | $11,384 | | $10,868 |
| Dividends declared per common share | | $0.20 | | $0.19 |
- EARNINGS PER SHARE:
Basic earnings per share are calculated by dividing net income by the weighted-average shares of common stock outstanding during the period. Diluted earnings per share are calculated by dividing net income by the weighted-average shares of common stock and dilutive common equivalent shares outstanding during the period. Dilutive common equivalent shares included in this calculation consist of dilutive shares issuable upon the assumed exercise of outstanding common stock options, the assumed vesting of outstanding restricted stock units, the assumed issuance of awards under the stock purchase plan and contingently issuable performance-based awards, as computed using the treasury stock method.
A summary of the earnings per share calculation is as follows:
| · · · · · · | ||||
|---|---|---|---|---|
| · · Three Months Ended | ||||
| · · March 31, | ||||
| (In thousands, except per share amounts) · 2024 · 2023 | ||||
| Basic earnings per share: · · | ||||
| Net income | | $3,954 | | $6,875 |
| Weighted-average common shares | | 56,833 | | 57,105 |
| Basic earnings per share | | $0.07 | | $0.12 |
| Diluted earnings per share: (1) | | | ||
| Net income | | $3,954 | | $6,875 |
| Weighted-average common shares | | 56,833 | | 57,105 |
| Effect of dilutive awards: | | | ||
| Employee stock plans | | 299 | | 474 |
| Diluted weighted-average common shares | | 57,132 | | 57,579 |
| Diluted earnings per share | | $0.07 | | $0.12 |
| (1) | The Company includes the shares underlying performance-based awards in the calculation of diluted earnings per share if the performance conditions have been satisfied as of the end of the reporting period and excludes such shares when the necessary conditions have not been met. The Company has excluded the shares underlying the outstanding performance-based awards in the 2024 and 2023 calculations as the shares were not contingently issuable as of the end of the reporting periods. |
In the three months ended March 31, 2024 and 2023, no outstanding stock awards were determined to be anti-dilutive and therefore excluded from the computation of diluted earnings per share.
- PROVISION FOR INCOME TAXES:
Income-tax expense includes a provision for federal, state and foreign taxes based on the annual estimated effective tax rate applicable to the Company and its subsidiaries, adjusted for certain discrete items which are fully recognized in the period they occur. Accordingly, the interim effective tax rate may not be reflective of the annual estimated effective tax rate.
The Company’s effective tax rate for the three months ended March 31, 2024 and 2023 was 0.5% and 8.0%, respectively. The effective tax rate in these periods were lower than the statutory federal income-tax rate of 21% due to the geographic distribution of the Company’s world-wide earnings in lower-tax jurisdictions and federal research tax credits. Additionally, in the three months ended March 31, 2024 and 2023, our effective tax rate was favorably impacted by the recognition of excess tax benefits related to share-based payments and the release of unrecognized tax benefits. These benefits were partially offset by foreign income subject to U.S. tax, known as global intangible low-taxed income. The Company’s primary jurisdiction where foreign earnings are derived is the Cayman Islands, which is a non-taxing jurisdiction. Income earned in other foreign jurisdictions was not material. The Company has not been granted any incentivized tax rates and does not operate under any tax holidays in any jurisdiction.
As of March 31, 2024, the Company maintained a valuation allowance on its California deferred tax assets, New Jersey deferred tax assets and a valuation allowance with respect to its deferred tax assets relating to tax credits in Canada.
Determining the consolidated provision for income-tax expense, income-tax liabilities and deferred tax assets and liabilities involves judgment. The Company calculates and provides for income taxes in each of the tax jurisdictions in
which it operates, which involves estimating current tax exposures as well as making judgments regarding the recoverability of deferred tax assets in each jurisdiction. The estimates used could differ from actual results, which may have a significant impact on operating results in future periods.
- COMMITMENTS:
Supplier Agreements
Under the terms of the Company’s wafer-supply agreements with Seiko Epson Corporation ("Epson") and ROHM Lapis Semiconductor Co., Ltd. ("Lapis"), the wafers purchased from these suppliers are priced in U.S. dollars, with mutual sharing of the impact of fluctuations in the exchange rate between the Japanese yen and the U.S. dollar on future purchases. Each year, the Company’s management and these two suppliers review and negotiate future pricing; the negotiated pricing is denominated in U.S. dollars but is subject to contractual exchange-rate provisions. The fluctuation in the exchange rate is shared equally between the Company and each of these suppliers on future purchases.
- LEGAL PROCEEDINGS AND CONTINGENCIES:
From time to time in the ordinary course of business, the Company becomes involved in lawsuits, or customers and distributors may make claims against the Company. In accordance with ASC 450-10,Contingencies, the Company makes a provision for a liability when it is both probable that a liability has been incurred and the amount of the loss can be reasonably estimated.
On January 6, 2020, the Company filed a complaint against CogniPower LLC in the United States District Court for the District of Delaware for infringement oftwo of the Company’s patents and seeking a declaration of non-infringement with respect to patents that CogniPower had charged the Company’s customers with infringing, based on customer use of the Company’s products. In response, CogniPower filed a motion to dismiss the Company’s declaratory judgment claims on the basis that CogniPower had not threatened the Company directly with suit. That motion was granted, and CogniPower’s claims for infringement went forward separately in CogniPower’s lawsuit against the Company’s customers in the District of Delaware. The Company filed a motion to intervene in that lawsuit and received a ruling allowing the Company to intervene on February 1, 2021, and the parties thereafter agreed to dismiss the Company’s separate lawsuit against CogniPower. The remaining case remained stayed until February 26, 2024, when the Court lifted the stay. The Delaware Court then set a schedule for the remainder of the case, with further proceedings in the coming months, and a trial scheduled in August 2025. The Company believes it has strong claims and defenses with respect to all of CogniPower’s asserted patents, and intends to vigorously defend itself against CogniPower’s claims against the Company’s technology, with appeals to follow if necessary.
On October 31, 2022, Waverly Licensing LLC filed a complaint against the Company in the United States District Court for the Western District of Texas. In its complaint, Waverly alleged that the Company was infringingone patent pertaining to charging a battery-operated device. The Company believes it has strong claims and defenses, and intends to vigorously defend itself against Waverly’s claims, with appeals to follow if necessary. Because the Company believed that Waverly’s Texas complaint was improperly filed in the wrong court, the Company filed a motion to dismiss, and on November 30, 2022, the Company filed a complaint against Waverly Licensing LLC and related entities IP Edge LLC, Mavexar LLC, and Array IP LLC in the United States District Court for the District of Delaware seeking a declaration of non-infringement with respect to a patent that Waverly charged the Company with infringing. The Texas court thereafter dismissed Waverly’s Texas complaint. On March 12, 2024 the Delaware Court dismissed the remaining case in view of a series of covenants not to sue that the Delaware defendants filed with the Court.
The Company is unable to predict the outcome of legal proceedings with certainty, and there can be no assurance that the Company will prevail in the above-mentioned unsettled litigations. These litigations, whether or not determined in the Company’s favor or settled, will be costly and will divert the efforts and attention of the Company’s management and technical personnel from normal business operations, potentially causing a material adverse effect on the business, financial condition and operating results. Currently, the Company is not able to estimate a loss or a range of loss for the ongoing litigations disclosed above, however adverse determinations in litigation could result in monetary losses, the loss
of proprietary rights, subject the Company to significant liabilities, require the Company to seek licenses from third parties or prevent the Company from licensing the technology, any of which could have a material adverse effect on the Company’s business, financial condition and operating results.
- INDEMNIFICATIONS:
The Company sells products to its distributors under contracts, collectively referred to as Distributor Sales Agreements (“DSA”). Each DSA contains the relevant terms of the contractual arrangement with the distributor, and generally includes certain provisions for indemnifying the distributor against losses, expenses, and liabilities from damages that may be awarded against the distributor in the event the Company’s products are found to infringe upon a patent, copyright, trademark, or other proprietary right of a third party (“Customer Indemnification”). The DSA generally limits the scope of and remedies for the Customer Indemnification obligations in a variety of industry-standard respects, including, but not limited to, limitations based on time and geography, and a right to replace an infringing product. The Company also, from time to time, has granted a specific indemnification right to individual customers.
The Company believes its internal development processes and other policies and practices limit its exposure related to such indemnifications. In addition, the Company requires its employees to sign a proprietary information and inventions agreement, which assigns the rights to its employees’ development work to the Company. To date, the Company has not had to reimburse any of its distributors or customers for any losses related to these indemnifications and no material claims were outstanding as of March 31, 2024. For several reasons, including the lack of prior indemnification claims and the lack of a monetary liability limit for certain infringement cases, the Company cannot determine the maximum amount of potential future payments, if any, related to such indemnifications.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.