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MONOLITHIC POWER SYSTEMS INC

For the period ended Sep 30, 2024. Filed Nov 6, 2024.

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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.

Sep 30, 2024 · Filed Nov 6, 2024

MPWR$1,357.60-2.2%Stored close · as of Nov 10, 2026

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Notes to Condensed Consolidated Financial Statements

(Unaudited)

1. BASIS OF PRESENTATION

The accompanying unaudited condensed consolidated financial statements have been prepared by Monolithic Power Systems, Inc. (the “Company” or “MPS”) in accordance with the rules and regulations of the Securities and Exchange Commission (the “SEC”). Certain information and disclosures normally included in financial statements prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) have been condensed or omitted in accordance with these accounting principles, rules and regulations. The information in this report should be read in conjunction with the Company’s audited consolidated financial statements and notes thereto included in the Annual Report on Form 10-K for the year ended December 31, 2023, filed with the SEC on February 29, 2024.

In the opinion of management, the accompanying unaudited condensed consolidated financial statements reflect all adjustments (consisting only of normal recurring adjustments) necessary to present fairly the Company’s financial position, results of operations and cash flows for the interim periods presented. The financial statements contained in this Quarterly Report on Form 10-Q are not necessarily indicative of the results that may be expected for the year ending December 31, 2024 or for any other future periods.

Summary of Significant Accounting Policies

There have been no changes to the Company’s significant accounting policies during the three and nine months ended September 30, 2024. In addition to those described in the Company’s audited consolidated financial statements included in the Annual Report on Form 10-K for the year ended December 31, 2023, the Company is subject to the following significant accounting policy due to its recent acquisition.

Goodwill and Acquisition-Related Intangible Assets

Goodwill represents the excess of fair value of purchase consideration over fair value of net tangible and identifiable intangible assets acquired as of the date of an acquisition. In-process research and development (“IPR&D”) assets represent the fair value of incomplete research and development (“R&D”) projects that had not reached technological feasibility as of the date of acquisition. IPR&D assets are initially capitalized at fair value as intangible assets with indefinite lives. When IPR&D projects are completed, they are reclassified as amortizable intangible assets and are amortized over their estimated useful lives. Alternatively, if IPR&D projects are abandoned, they are impaired and expensed as R&D costs. Acquisition-related intangible assets with finite lives consist of developed technologies, which are amortized on a straight-line basis over their estimated remaining useful lives. The amortization expense is recorded in cost of revenue in the Condensed Consolidated Statements of Operations.

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and reported amounts of revenue and expenses during the reporting period. Significant estimates and assumptions used in these condensed consolidated financial statements primarily include those related to revenue recognition, inventory valuation, valuation of share-based awards, contingencies and income tax valuation allowances. Actual results could differ from these estimates and assumptions, and any such differences may be material to the Company’s condensed consolidated financial statements.

New Accounting Pronouncements Not Yet Adopted as of September 30, 2024

In November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”)2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which aims to improve disclosures regarding a public entity’s reportable segments, primarily through more comprehensive disclosures around significant segment expenses. The standard is effective for annual periods beginning January 1, 2024 and for interim periods beginning January 1, 2025, and should be applied retroactively to all prior periods presented. The Company is evaluating the potential effect that the updated standard will have on its financial statement disclosures.

In December 2023, the FASB issued ASU2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which aims to improve an entity’s income tax disclosures around its effective rate reconciliation, income taxes paid, disaggregation of income before income taxes and income tax expense. The guidance will be effective for annual periods beginning January 1, 2025. The standard should be applied prospectively but retrospective application is permitted. The Company does not expect the adoption of this standard to have a material impact on its consolidated financial statements.

2. REVENUE RECOGNITION

Revenue from Product Sales

The Company generates revenue primarily from product sales, which include assembled and tested integrated circuits (“ICs”), power modules as well as dies in wafer form. These product sales accounted for 99% of the Company’s total revenue for each of the three and nine months ended September 30, 2024 and 2023. The remaining revenue primarily includes royalty revenue from licensing arrangements and revenue from wafer testing services performed for third parties. See Note 8 for the disaggregation of the Company’s revenue by geographic region and by product family.

The Company sells its products primarily through third-party distributors, value-added resellers, original equipment manufacturers (“OEMs”), original design manufacturers (“ODMs”) and electronic manufacturing service (“EMS”) providers. For the three months ended September 30, 2024 and 2023,88% and 77%, respectively, of the Company’s product sales were made through distribution arrangements. For the nine months ended September 30, 2024 and 2023,87% and 79%, respectively, of the Company’s product sales were made through distribution arrangements. These distribution arrangements contain enforceable rights and obligations specific to those distributors and not the end customers. Purchase orders, which are generally governed by sales agreements or the Company’s standard terms of sale, set the final terms for unit price, quantity, shipping and payment agreed between the Company and the customer. The Company considers purchase orders to be the contracts with customers. The unit price as stated on the purchase orders is considered the observable, stand-alone selling price for the arrangements.

The Company recognizes revenue when it satisfies a performance obligation by transferring control of the promised goods or services to its customers, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those goods or services. The Company excludes taxes assessed by government authorities, such as sales taxes, from revenue.

Product sales consist of a single performance obligation that the Company satisfies at a point in time. The Company recognizes product revenue from distributors and direct end customers when the following events have occurred: (a) the Company has transferred physical possession of the products, (b) the Company has a present right to payment, (c) the customer has legal title to the products, and (d) the customer bears significant risks and rewards of ownership of the products. In accordance with the shipping terms specified in the contracts, these criteria are generally met when the products are shipped from the Company’s facilities (such as the “Ex Works” shipping term) or delivered to the customers’ locations (such as the “Delivered Duty Paid” shipping term).

Under certain consignment agreements, the Company recognizes revenue when the customers consume the products from the consigned inventory locations, at which time control transfers to the customers and the Company issues invoices.

Variable Consideration

The Company accounts for price adjustments and stock rotation rights as variable consideration that reduces the transaction price and recognizes that reduction in the same period the associated revenue is recognized. Certain U.S.-based distributors have price adjustment rights when they sell the Company’s products to their end customers at a price that is lower than the distribution price invoiced by the Company. When the Company receives claims from the distributors that products have been sold to the end customers at the lower price, the Company issues the distributors credit memos for the price adjustments. The Company estimates the price adjustments using the expected value method based on an analysis of historical claims, at both the distributor and product level, as well as an assessment of any known trends of product sales mix. Other U.S. distributors and non-U.S. distributors do not have price adjustment rights. The Company records a credit against accounts receivable for the estimated price adjustments, with a corresponding reduction to revenue.

Certain distributors have limited stock rotation rights that permit the return of a small percentage of the previous nine months’ purchases in accordance with the contract terms. The Company estimates the stock rotation returns using the expected value method based on an analysis of historical returns, and the current level of inventory in the distribution channel. The Company records a liability for the stock rotation reserve, with a corresponding reduction to revenue. In addition, the Company recognizes an asset for product returns which represents the right to recover products from the customers related to stock rotations, with a corresponding reduction to cost of revenue.

Contract Balances

Accounts Receivable:

The Company records a receivable when it has an unconditional right to receive consideration after the performance obligations are satisfied. The Company’s accounts receivables are short-term, with standard payment terms generally ranging from 30 to 90 days. The Company does not require its customers to provide collateral to support accounts receivable. The Company assesses collectability by reviewing accounts receivable on a customer-by-customer basis. To manage credit risk, management performs ongoing credit evaluations of the customers’ financial condition, monitors payment performance, and assesses current economic conditions, as well as reasonable and supportable forecasts of future economic conditions, that may affect collectability of the outstanding receivables. For certain customers, the Company requires standby letters of credit or advance payments prior to shipments of goods. The Company did not recognize any write-offs of accounts receivable or record any allowance for credit losses for the periods presented.

Contract Liabilities:

For customers without credit terms, the Company requires cash paymentstwo weeks before the products are scheduled to be shipped to the customers. The Company records these payments received in advance of performance as customer prepayments within current accrued liabilities. As of September 30, 2024 and December 31, 2023, customer prepayments totaled $6.3 million and $2.8 million, respectively. The increase in the customer prepayment balance for the nine months ended September 30, 2024 resulted from an increase in unfulfilled customer orders for which the Company had received payments.

Practical Expedients

The Company has elected the practical expedient to expense sales commissions as incurred because the amortization period would have been one year or less.

The Company’s standard payment terms generally require customers to pay 30 to 90 days after the Company satisfies the performance obligations. For those customers who are required to pay in advance, the Company satisfies the performance obligations generally within a quarter. For these reasons, the Company has elected not to determine whether contracts with customers contain significant financing components.

The Company’s unsatisfied performance obligations primarily include products held in consignment arrangements and customer purchase orders for products that the Company has not yet shipped. Because the Company expects to fulfill these performance obligations within one year, the Company has elected not to disclose the amount of these remaining performance obligations.

3. STOCK-BASED COMPENSATION

2014 Equity Incentive Plan

In April 2013, the Board of Directors adopted the Company’s 2014 Equity Incentive Plan (the “2014 Plan”), which the Company’s stockholders approved in June 2013. In October 2014, the Board of Directors approved certain amendments to the 2014 Plan. The amended 2014 Plan became effective on November 13, 2014, and provided for the issuance of up to 5.5 million shares. In April 2020, the Board of Directors further amended and restated the amended 2014 Plan (the “Amended and Restated 2014 Plan”), which the Company’s stockholders approved in June 2020. The Amended and Restated 2014 Plan became effective on June 11, 2020, and provides for the issuance of up to 10.5 million shares. The Amended and Restated 2014 Plan will cease being available for new awards on June 11, 2030. As of September 30, 2024,3.9 million shares remained available for future issuance under the Amended and Restated 2014 Plan.

Stock-Based Compensation Expense

The Company recognized stock-based compensation expenses as follows (in thousands):

Three Months Ended September 30,Nine Months Ended September 30,
2024202320242023
Cost of revenue$1,576$1,020$4,585$3,317
Research and development11,3318,47933,46026,406
Selling, general and administrative (“SG&A”)38,49124,103111,58578,880
Total stock-based compensation expense$51,398$33,602$149,630$108,603
Tax benefit related to stock-based compensation (1)$766$667$2,272$1,753
(1)Amount reflects the tax benefit related to stock-based compensation recorded for equity awards that are expected to generate tax deductions when they vest in future periods. Equity awards granted to the Company’s executive officers are subject to the tax deduction limitations set by Section 162(m) of the Internal Revenue Code.

Restricted Stock Units (“RSUs”)

The Company’s RSUs include time-based RSUs, RSUs with performance conditions (“PSUs”), RSUs with market conditions (“MSUs”), and RSUs with both market and performance conditions (“MPSUs”). Vesting of awards with performance conditions or market conditions is subject to the achievement of pre-determined performance or market goals and the approval of such achievement by the Compensation Committee of the Board of Directors (the “Compensation Committee”). All awards include service conditions which require continued employment with or services to the Company.

A summary of RSU activity is presented in the table below (in thousands, except per-share amounts):

Time-Based RSUs · PSUs and MPSUs · MSUs · Total
Weighted- · Weighted- · Weighted- · Weighted-
Average · Average · Average · Average
Grant Date · Grant Date · Grant Date · Grant Date
Number of · Fair Value · Number of · Fair Value · Number of · Fair Value · Number of · Fair Value
Shares · Per Share · Shares · Per Share · Shares · Per Share · Shares · Per Share
Outstanding at January 1, 2024102$411.11482$397.771,502$152.892,086$222.04
Granted31$643.98344(1)$593.33-$-375$597.56
Vested(39)$374.15(150)$272.21(563)$68.48(752)$125.04
Forfeited(4)$471.15(1)$400.96(1)$270.15(6)$419.22
Outstanding at September 30, 202490$505.64675$525.43938$203.321,703$346.88
(1)Amount reflects the number of awards that may ultimately be earned based on management’s probability assessment of the achievement of performance conditions at each reporting period.

The intrinsic value related to vested RSUs was $65.7 million and $148.9 million for the three months ended September 30, 2024 and 2023, respectively. The intrinsic value related to vested RSUs was $494.4 million and $388.6 million for the nine months ended September 30, 2024 and 2023, respectively. As of September 30, 2024, the total intrinsic value of all outstanding RSUs was $1.6 billion, based on the closing stock price of $924.50. As of September 30, 2024, unamortized compensation expense related to all outstanding RSUs was $299.6 million with a weighted-average remaining recognition period of approximatelytwo years.

Time-Based RSUs:

For the nine months ended September 30, 2024, the Compensation Committee granted 31,000 RSUs with service conditions to non-executive employees and non-employee directors. The RSUs generally vest over four years for employees andone year for directors, subject to continued service with the Company.

2024 PSUs:

In February 2024, the Compensation Committee granted 50,000 PSUs to the executive officers, which represent the target number of shares that can be earned based on the degree of achievement of three sets of independent performance goals (“2024 Executive PSUs”). For the first goal, the executive officers can earn up to 300% of the target number of the 2024 Executive PSUs based on the achievement of the Company’s average three-year (2024 through 2026) revenue growth rate in excess of the analog industry’s average three-year revenue growth rate as published by the Semiconductor Industry Association (the “SIA”). For the second goal, the executive officers can earn 100% of the target number of the 2024 Executive PSUs if the Company achieves a reduction in 2026 of 25% global combined Scope 1 and Scope 2 greenhouse gas emissions against the 2022 baseline. For the third goal, the executive officers can earn 50% of the target number of the 2024 Executive PSUs if more than one-third of the Company’s total 2026 revenue in the automotive market is generated from Electronic Vehicle (“EV”) automakers. In addition, for the third goal, the executive officers can earn 50% of the target number of the 2024 Executive PSUs if total 2026 revenue from products enabling EV powertrains and EV 48V systems grows to 200% of the 2023 baseline. For the first goal, a percentage of the 2024 Executive PSUs will fully vest on December 31, 2026, depending on the degree to which the pre-determined goal is met during the performance period. The 2024 Executive PSUs related to the second and the third goal will fully vest on December 31, 2026 if the pre-determined goals are met during the performance period. Assuming the achievement of the highest level of the performance goals, the total stock-based compensation cost for the 2024 Executive PSUs will be $154.3 million.

In February 2024, the Compensation Committee granted 11,000 PSUs to certain non-executive employees, which represent the target number of shares that can be earned based on the degree of achievement of the Company’s 2025 revenue goals for certain regions or product line divisions, or based on the degree of achievement of the Company’s average two-year (2024 and 2025) revenue growth rate compared against the analog industry’s average two-year revenue growth rate as published by the SIA (“2024 Non-Executive PSUs”). The maximum number of shares that an employee can earn is either 200% or 300% of the target number of the 2024 Non-Executive PSUs, depending on the job classification of the employee.50% of the 2024 Non-Executive PSUs will vest in the first quarter of 2026 depending on the degree to which the pre-determined goals are met during the performance period. The remaining 2024 Non-Executive PSUs will vest over the following two years on a quarterly basis. Assuming the achievement of the highest level of performance goals, the total stock-based compensation cost for the 2024 Non-Executive PSUs will be $17.7 million.

The 2024 Executive PSUs and the 2024 Non-Executive PSUs contain a purchase price feature, which requires the employees to pay the Company $30 per share upon vesting of the shares. The $30 purchase price requirement is deemed satisfied and waived if the Company’s stock price on the last trading day of the performance period is $30 higher than the grant date stock price of $632.98. The Company determined the grant date fair value of the 2024 Executive PSUs and the 2024 Non-Executive PSUs using a Monte Carlo simulation model with the following assumptions: stock price of $632.98, simulation term ofthree years, expected volatility of 49.4%, risk-free interest rate of 4.1%, and expected dividend yield of 0.8%. There is no illiquidity discount because the awards do not contain any post-vesting sales restrictions.

2004 Employee Stock Purchase Plan (as amended and restated, the“2004 ESPP”)

On August 16, 2023, the 2004 ESPP was amended and restated to, among other changes, provide for the issuance of up to 4.4 million shares of the Company’s common stock. The 2004 ESPP will expire on August 16, 2038.

For the three months ended September 30, 2024 and 2023,7,000 and 9,000 shares were issued under the 2004 ESPP, respectively. For the nine months ended September 30, 2024 and 2023,18,000 and 18,000 shares were issued under the 2004 ESPP, respectively. As of September 30, 2024,4.4 million shares were available for future issuance under the 2004 ESPP.

The intrinsic value of the shares issued was $2.0 million and $0.7 million for the three months ended September 30, 2024 and 2023, respectively. The intrinsic value of the shares issued was $5.4 million and $1.4 million for the nine months ended September 30, 2024 and 2023, respectively. As of September 30, 2024, the unamortized expense was $1.4 million, which will be recognized through the first quarter of 2025. The Black-Scholes model was used to value the employee stock purchase rights with the following weighted-average assumptions:

Three Months Ended September 30,Nine Months Ended September 30,
2024202320242023
Expected term (in years)0.50.50.50.5
Expected volatility47.8%50.8%45.1%53.3%
Risk-free interest rate5.0%5.5%5.2%5.3%
Dividend yield0.6%0.8%0.6%0.8%

Cash proceeds from the shares issued under the 2004 ESPP were $8.7 million and $7.6 million for the nine months ended September 30, 2024 and 2023, respectively.

4. ACQUISITION

On January 3, 2024 (the “Acquisition Date”), the Company acquired 100% of the outstanding capital stock of Axign B.V. (“Axign”), a Dutch company that designs and develops class-D audio ICs, targeting applications ranging from portable consumer speakers to automotive and professional-grade multi-speaker systems. Commencing on the Acquisition Date, Axign became a wholly-owned subsidiary of the Company and its results of operations have been included in the Company’s consolidated financial statements.

Purchase Consideration

The purchase consideration was $33.4 million in cash. Cash paid at the Acquisition Date included $3.8 million that is being held in an escrow account for a one-year period as recourse in the event of a breach of Axign’s representations and warranties.

In connection with the acquisition, the Company incurred $0.4 million in transaction costs that were expensed as incurred and included in selling, general and administrative expenses in the Condensed Consolidated Statements of Operations.

Purchase Price Allocation

The purchase price allocation for Axign is as follows (in thousands):

Inventory$720
Other tangible assets acquired, net of liabilities assumed1,487
Intangible assets:
Developed technology9,184
IPR&D2,147
Total identifiable net assets acquired13,538
Goodwill19,860
Total net assets acquired$33,398

The intangible asset acquired with a finite life includes the core developed technology with an estimated remaining useful life of eight years. The acquired intangible asset with an indefinite life includes an incomplete R&D project that had not reached technological feasibility as of the Acquisition Date. The fair values of the developed technology and the IPR&D were determined using the income approach.

The goodwill arising from the acquisition was primarily attributed to the assembled workforce and synergies that are anticipated to enable the Company to develop solutions with lower power consumption in the consumer and automotive markets using Axign’s digital feedback technology. The goodwill is not expected to be deductible for tax purposes.

5. BALANCE SHEET COMPONENTS

Inventories

Inventories consist of the following (in thousands):

September 30,December 31,
20242023
Raw materials$70,567$118,917
Work in process182,312112,750
Finished goods172,063152,035
Total$424,942$383,702

Other Current Assets

Other current assets consist of the following (in thousands):

September 30, · December 31,
2024 · 2023
Prepaid wafer purchases (1)$60,000$-
Prepaid expenses31,37928,964
RSU tax withholding proceeds receivable5420,141
Other receivables (1)-50,000
Restricted cash (2)-33,204
Other17,02115,154
Total$108,454$147,463
(1)The Company held $60 million in prepaid wafer purchases as of September 30, 2024 related to deposits made to a supplier under a long-term wafer supply agreement. The Company held $50 million in other receivables as of December 31, 2023 associated with those deposits. See Note 9 for details about the supply agreement.
(2)The restricted cash included in other current assets as of December 31, 2023 was related to preliminary purchase consideration held in a trust account in connection with the Company’s acquisition of Axign and was paid in January 2024. See Note 4 for further details.

Other Long-Term Assets

Other long-term assets consist of the following (in thousands):

September 30,December 31,
20242023
Deferred compensation plan assets$89,324$78,381
Prepaid wafer purchases (1)60,000120,000
Operating lease right-of-use (“ROU”) and related assets (2)35,0268,355
Other6,6734,541
Total$191,023$211,277
(1)Prepaid wafer purchases relate to a deposit made to a supplier under a long-term wafer supply agreement. See Note 9 for details about the supply agreement.
(2)The operating lease ROU and related assets as of September 30, 2024 includes a fair value measurement related to favorable market terms on a building lease.

Other Accrued Liabilities

Other accrued liabilities consist of the following (in thousands):

September 30,December 31,
20242023
Dividends and dividend equivalents$62,564$57,697
Stock rotation and sales returns24,03318,843
Warranty14,34416,906
Customer prepayments6,3152,792
Income tax payable11,4078,063
Other20,76811,490
Total$139,431$115,791

Other Long-Term Liabilities

Other long-term liabilities consist of the following (in thousands):

September 30,December 31,
20242023
Deferred compensation plan liabilities$84,128$80,903
Operating lease liabilities13,4825,565
Dividend equivalents4,1962,187
Total$101,806$88,655

6. LEASES

Lessee

The Company has operating leases primarily for administrative, sales and marketing offices, manufacturing operations and R&D facilities, employee housing units and certain equipment. These leases have remaining lease terms from less thanone year to 20 years. Some of these leases include options to renew the lease term for up tofive years or on a month-to-month basis. The Company does not have finance lease arrangements.

The following table summarizes the balances of operating lease ROU assets and liabilities (in thousands):

September 30, · December 31,
Financial Statement Line Item20242023
Operating lease ROU assetsOther long-term assets$17,522$8,355
Operating lease liabilitiesOther accrued liabilities$2,814$2,303
Other long-term liabilities$13,482$5,565

The following tables summarize certain information related to the leases (in thousands, except percentages and years):

Three Months Ended September 30,Nine Months Ended September 30,
2024202320242023
Lease costs:
Operating lease costs$948$852$2,859$2,327
Other8224802,0201,572
Total lease costs$1,770$1,332$4,879$3,899
Three Months Ended September 30,Nine Months Ended September 30,
2024202320242023
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows for operating leases$1,704$629$3,404$2,267
ROU assets obtained in exchange for new operating lease liabilities$2,339$2,086$11,610$6,921
September 30,December 31,
20242023
Weighted-average remaining lease term (in years)11.34.7
Weighted-average discount rate5.4%4.3%

As of September 30, 2024, the maturities of the lease liabilities were as follows (in thousands):

2024 (remaining three months)$958
20253,326
20262,787
20272,298
20281,550
Thereafter12,639
Total remaining lease payments23,558
Less: imputed interest(7,262)
Total lease liabilities$16,296

As of September 30, 2024*,* operating leases that have not yet commenced arenot material.

Lessor

The Company owns certain office buildings and leases a portion of these properties to third parties under arrangements that are classified as operating leases. These leases have remaining lease terms ranging from less thanone year tofive years. Some of these leases include a tenant option to renew the lease term for up tofive years.

For the three months ended September 30, 2024 and 2023, income related to lease payments was $0.3 million and $0.4 million, respectively. For the nine months ended September 30, 2024 and 2023, income related to lease payments was $0.7 million and $1.2 million, respectively. As of September 30, 2024, future income related to lease payments was as follows (in thousands):

2024 (remaining three months)$264
2025583
2026403
2027373
2028384
Thereafter129
Total$2,136

7. NET INCOME PER SHARE

Basic net income per share is computed by dividing net income by the weighted-average number of shares of common stock outstanding for the period. Diluted net income per share reflects the potential dilution that would occur if outstanding securities or other contracts to issue common stock were exercised or converted into shares of common stock, and calculated using the treasury stock method. Contingently issuable shares, including equity awards with performance conditions or market conditions, are considered outstanding shares of common stock and included in the basic net income per share as of the date that all necessary conditions to earn the awards have been satisfied. Prior to the end of the contingency period, the number of contingently issuable shares included in the diluted net income per share is based on the number of shares, if any, that would be issuable under the terms of the arrangement at the end of the reporting period.

The Company’s RSUs contain forfeitable rights to receive cash dividend equivalents, which are accumulated and paid to the employees when the underlying RSUs vest. Dividend equivalents accumulated on the underlying RSUs are forfeited if the employees do not fulfill the requisite service requirement and, as a result, the awards do not vest. Accordingly, these awards are not treated as participating securities in the net income per share calculation.

The following table sets forth the computation of basic and diluted net income per share (in thousands, except per-share amounts):

Three Months Ended September 30,Nine Months Ended September 30,
2024202320242023
Numerator:
Net income$144,430$121,163$337,337$330,469
Denominator:
Weighted-average outstanding shares — basic48,75747,78048,69247,501
Effect of dilutive securities2071,0122531,233
Weighted-average outstanding shares — diluted48,96448,79248,94548,734
Net income per share:
Basic$2.96$2.54$6.93$6.96
Diluted$2.95$2.48$6.89$6.78

Anti-dilutive common stock equivalents were not material in any of the periods presented.

Stock Repurchase Program

In October 2023, the Board of Directors approved a stock repurchase program authorizing the Company to repurchase up to $640.0 million in the aggregate of its common stock through October 29, 2026. Shares are retired upon repurchase. The Company repurchased 6,000 and 19,000 shares of its common stock for an aggregate purchase price of $5.5 million and $14.2 million during the three and nine months ended September 30, 2024, respectively.

Stock repurchased under the program may be made through open market repurchases, privately negotiated transactions or other structures in accordance with applicable state and federal securities laws, at times and in amounts as management deems appropriate. The timing and the number of any repurchased common stock will be determined by the Company’s management based on its evaluation of market conditions, legal requirements, share price, and other factors. The repurchase program does not obligate the Company to purchase any particular number of shares, and may be suspended, modified, or discontinued at any time without prior notice.

The U.S. Inflation Reduction Act of 2022 requires a 1% excise tax based on the value of certain stock repurchases in excess of stock issued for employee compensation made after December 31, 2022. This provision did not have an impact on the Company’s condensed consolidated financial statements for the three and nine months ended September 30, 2024.

8. SEGMENT, SIGNIFICANT CUSTOMERS AND GEOGRAPHIC INFORMATION

The Company operates inone reportable segment that includes the design, development, marketing and sale of high-performance, semiconductor-based power electronics solutions for the enterprise data, storage and computing, automotive, communications, consumer and industrial markets. The Company’s chief operating decision maker is its Chief Executive Officer, who reviews financial information presented on a consolidated basis for purposes of allocating resources and evaluating financial performance. The Company derives a majority of its revenue from sales to customers located outside North America, with geographic revenue based on the customers’ ship-to locations.

The Company sells its products primarily to third-party distributors and value-added resellers, and directly to OEMs, ODMs and EMS providers. The following table summarizes those customers with sales equal to 10% or more of the Company’s total revenue:

Three Months Ended September 30,Nine Months Ended September 30,
Customer2024202320242023
Distributor A24%27%33%23%
Distributor B25%21%19%21%
Distributor C*11%*10%
  • Represents less than 10%

The Company’s agreements with these third-party customers were made in the ordinary course of business and may be terminated with or without cause by these customers with advance notice. Although the Company may experience a short-term disruption in the distribution of its products and a short-term decline in revenue if its agreement with any of the distributors were terminated, the Company believes that such termination would not have a material adverse effect on its financial statements because it would be able to engage alternative distributors, resellers and other distribution channels to deliver its products to end customers within a short period following any termination of the agreement with a distributor.

The following table summarizes those customers with accounts receivable equal to 10% or more of the Company’s total accounts receivable:

September 30,December 31,
Customer20242023
Distributor A25%42%
Distributor B25%13%
Distributor C10%10%

The following is a summary of revenue by geographic region (in thousands):

Three Months Ended September 30,Nine Months Ended September 30,
Country or Region2024202320242023
China$310,472$234,924$856,026$676,148
Taiwan179,747103,537407,593222,582
South Korea51,81541,698126,865128,047
Europe25,14529,82761,992109,278
United States13,79723,56542,54482,153
Southeast Asia22,77222,53847,36370,678
Japan16,28618,60542,78677,708
Other85173266466
Total$620,119$474,867$1,585,435$1,367,060

In the second quarter of 2024, the Company reclassified certain products in its product families. The prior periods in the table below have been updated to conform with the new methodology.

The following is a summary of revenue by product family (in thousands):

Three Months Ended September 30,Nine Months Ended September 30,
Product Family2024202320242023
Direct Current (“DC”) to DC$616,105$447,394$1,563,472$1,290,750
Lighting Control4,01427,47321,96376,310
Total$620,119$474,867$1,585,435$1,367,060

The following is a summary of long-lived assets by geographic region (in thousands):

September 30,December 31,
Country20242023
China$237,113$184,685
United States125,952119,430
Taiwan39,92939,419
Other33,27125,418
Total$436,265$368,952

9. COMMITMENTS AND CONTINGENCIES

Product Warranties

The Company generally provides either aone- ortwo-year warranty against defects in materials and workmanship and will repair the products, provide replacements at no charge to customers or issue a refund. As they are considered assurance-type warranties, the Company does not account for them as separate performance obligations. Warranty reserve requirements are generally based on a specific assessment of the products sold with warranties when a customer asserts a claim for warranty or for a product defect.

The changes in warranty reserves are as follows (in thousands):

Three Months Ended September 30,Nine Months Ended September 30,
2024202320242023
Balance at beginning of period$14,702$17,654$16,906$24,082
Warranties issued5701,8582,8952,800
Repairs, replacement and refund(849)(367)(4,979)(2,619)
Changes in liability for pre-existing warranties(79)(2,102)(478)(7,220)
Balance at end of period$14,344$17,043$14,344$17,043

Changes in liability for pre-existing warranties result from changes in estimates for warranties issued in prior periods.

Purchase Commitments

The Company has outstanding purchase obligations with its suppliers and other parties that require the purchases of goods or services. The purchase obligations primarily consist of wafer and other inventory purchases, assembly and other manufacturing services, construction of manufacturing and R&D facilities, purchases of production and other equipment, and license arrangements.

In May 2022, the Company entered into a long-term supply agreement in order to secure manufacturing production capacity for silicon wafers over a four-year period. As of September 30, 2024, the Company had remaining prepayments under this agreement of $120.0 million, of which $60.0 million was classified as short-term.

Total estimated future unconditional purchase commitments to all suppliers and other parties, net of the $120.0 million prepayment, as of September 30, 2024 were as follows (in thousands):

2024 (remaining three months)$36,496
2025518,513
20261,613
202730,248
Total$586,870

Litigation

The Company is a party to actions and proceedings in the ordinary course of business, including challenges to the enforceability or validity of its intellectual property, claims that the Company’s products infringe on the intellectual property rights of others, and employment matters. The Company may also be subject to litigation initiated by its stockholders. These proceedings often involve complex questions of fact and law and may require the expenditure of significant funds and the diversion of other resources to prosecute and defend. The Company defends itself vigorously against any such claims. As of September 30, 2024*,* there were no material pending legal proceedings to which the Company was a party.

10. CASH, CASH EQUIVALENTS, INVESTMENTS AND RESTRICTED CASH

The following is a summary of the Company’s cash, cash equivalents and debt investments (in thousands):

September 30,December 31,
20242023
Cash$413,010$392,329
Money market funds282,883135,514
Certificates of deposit171,065127,123
Corporate debt securities14,23695,101
U.S. treasuries and government agency bonds581,156358,409
Auction-rate securities backed by student-loan notes173567
Total$1,462,523$1,109,043
September 30,December 31,
20242023
Reported as:
Cash and cash equivalents$700,347$527,843
Short-term investments762,003580,633
Investment within other long-term assets173567
Total$1,462,523$1,109,043

The following table summarizes the contractual maturities of the short-term and long-term available-for-sale investments as of September 30, 2024 (in thousands):

Amortized CostFair Value
Due in less than 1 year$765,440$765,683
Due in 1 - 5 years805774
Due in greater than 5 years175173
Total$766,420$766,630

Gross realized gains and losses recognized on the sales of available-for-sale investments were not material for the periods presented.

The following tables summarize the unrealized gain and loss positions related to the available-for-sale investments (in thousands):

Amortized Cost · Unrealized Gains · Unrealized Losses · Fair Value
Money market funds$282,883$-$-$282,883
Certificates of deposit171,065--171,065
Corporate debt securities14,522-(286)14,236
U.S. treasuries and government agency bonds580,658515(17)581,156
Auction-rate securities backed by student-loan notes175-(2)173
Total$1,049,303$515$(305)$1,049,513
Amortized Cost · Unrealized Gains · Unrealized Losses · Fair Value
Money market funds$135,514$-$-$135,514
Certificates of deposit127,123--127,123
Corporate debt securities96,6364(1,539)95,101
U.S. treasuries and government agency bonds358,177327(95)358,409
Auction-rate securities backed by student-loan notes574-(7)567
Total$718,024$331$(1,641)$716,714

The following tables present information about the available-for-sale investments that had been in a continuous unrealized loss position for less than 12 months and for greater than 12 months (in thousands):

Less than 12 Months · Greater than 12 Months · Total
Fair Value · Unrealized Losses · Fair Value · Unrealized Losses · Fair Value · Unrealized Losses
Corporate debt securities$-$-$14,236$(286)$14,236$(286)
U.S. treasuries and government agency bonds45,331(15)4,883(2)50,214(17)
Auction-rate securities backed by student-loan notes--173(2)173(2)
Total$45,331$(15)$19,292$(290)$64,623$(305)
Less than 12 MonthsGreater than 12 MonthsTotal
Fair ValueUnrealized LossesFair ValueUnrealized LossesFair ValueUnrealized Losses
Corporate debt securities$20,792$(19)$70,806$(1,520)$91,598$(1,539)
U.S. treasuries and government agency bonds97,599(95)--97,599(95)
Auction-rate securities backed by student-loan notes--567(7)567(7)
Total$118,391$(114)$71,373$(1,527)$189,764$(1,641)

An impairment exists when the fair value of an investment is less than its amortized cost basis. As of September 30, 2024 and December 31, 2023, the Company did not consider the impairment of its investments to be a result of credit losses. The Company typically invests in highly rated securities, with the primary objective of minimizing the potential risk of principal loss. The Company’s investment policy generally requires securities to be investment grade and limits the amount of credit exposure to any one issuer. When evaluating a debt security for impairment, management reviews factors such as the Company’s intent to sell, or whether it will more likely than not be required to sell, the security before recovery of its amortized cost basis, the extent to which the fair value of the security is less than its cost, the financial condition of the issuer and the credit quality of the investment.

Restricted Cash

The following table provides a reconciliation of cash, cash equivalents and restricted cash reported on the Condensed Consolidated Balance Sheets to the amounts reported on the Condensed Consolidated Statements of Cash Flows (in thousands):

September 30,December 31,
20242023
Cash and cash equivalents$700,347$527,843
Restricted cash included in other current assets (1)-33,204
Restricted cash included in other long-term assets (2)134134
Total cash, cash equivalents and restricted cash reported on the Condensed Consolidated Statements of Cash Flows$700,481$561,181
(1)The restricted cash included in other current assets as of December 31, 2023 was related to preliminary purchase consideration held in a trust account in connection with the Company’s acquisition of Axign and was paid in January 2024.
(2)The restricted cash included in other long-term assets as of September 30, 2024 and December 31, 2023 was related to a security deposit that is set aside in a bank account and cannot be withdrawn by the Company under the terms of a lease agreement. The restriction will end upon the expiration of the lease.

11. FAIR VALUE MEASUREMENTS

Fair Value Hierarchy

The Company has estimated the fair value of its financial assets by applying the following hierarchy, which prioritizes the inputs used to measure fair value into three levels and bases the categorization within the hierarchy upon the lowest level of input that is available and significant to the fair value measurement:

●Level 1 —includes instruments with quoted prices in active markets for identical assets.
●Level 2 —includes instruments for which the valuations are based upon quoted market prices in active markets involving similar assets or inputs other than quoted prices that are observable for the assets. The market inputs used to value these instruments generally consist of market yields, recently executed transactions, broker/dealer quotes or alternative pricing sources with reasonable levels of price transparency. Pricing sources may include industry standard data providers, security master files from large financial institutions, and other third-party sources used to determine a daily market value.
●Level 3 —includes instruments for which the valuations are based on inputs that are unobservable and significant to the overall fair value measurement.

Financial Assets Measured at Fair Value on a Recurring Basis

The following tables summarize the fair value of the Company’s financial assets measured on a recurring basis (in thousands):

Total · Level 1 · Level 2 · Level 3
Money market funds$282,883$282,883$-$-
Certificates of deposit171,065-171,065-
Corporate debt securities14,236-14,236-
U.S. treasuries and government agency bonds581,156-581,156-
Auction-rate securities backed by student-loan notes173--173
Mutual funds and money market funds under deferred compensation plan61,63761,637--
Total$1,111,150$344,520$766,457$173
Total · Level 1 · Level 2 · Level 3
Money market funds$135,514$135,514$-$-
Certificates of deposit127,123-127,123-
Corporate debt securities95,101-95,101-
U.S. treasuries and government agency bonds358,409-358,409-
Auction-rate securities backed by student-loan notes567--567
Mutual funds and money market funds under deferred compensation plan54,83654,836--
Total$771,550$190,350$580,633$567

Redemptions and changes in the fair value of the auction-rate securities classified as Level 3 assets were not material for the periods presented.

12. DEFERRED COMPENSATION PLAN

The following table summarizes the deferred compensation plan balances on the Condensed Consolidated Balance Sheets (in thousands):

September 30,December 31,
20242023
Deferred compensation plan asset components:
Cash surrender value of corporate-owned life insurance policies$27,687$23,545
Fair value of mutual funds and money market funds61,63754,836
Total$89,324$78,381
Deferred compensation plan assets reported in:
Other long-term assets$89,324$78,381
Deferred compensation plan liabilities reported in:
Accrued compensation and related benefits (short-term)$8,012$384
Other long-term liabilities84,12880,903
Total$92,140$81,287

13. OTHER INCOME, NET

The components of other income, net, are as follows (in thousands):

Three Months Ended September 30,Nine Months Ended September 30,
2024202320242023
Interest income$6,805$6,071$20,349$16,844
Amortization of discount on available-for-sale securities6,6441,64716,6841,591
Gain (loss) on deferred compensation plan investments3,894(1,611)9,1803,411
Charitable contributions(6,400)(3,850)(18,550)(9,650)
Other(665)32(333)1,933
Total$10,278$2,289$27,330$14,129

14. INCOME TAXES

The income tax provision or benefit for interim periods is generally determined using an estimate of the Company’s annual effective tax rate and adjusted for discrete items, if any, in the relevant period. Each quarter the estimate of the annual effective tax rate is updated, and if the Company’s estimated tax rate changes, a cumulative adjustment is made.

The income tax expense for the three months ended September 30, 2024 was $29.9 million, or 17.1% of pre-tax income. The income tax expense for the nine months ended September 30, 2024 was $66.0 million, or 16.4% of pre-tax income. The effective tax rates were lower than the federal statutory rate of 21% primarily due to foreign income from the Company’s subsidiaries in Bermuda and China being taxed at lower statutory tax rates, and excess tax benefits from stock-based compensation. The decrease in the effective tax rates relative to the federal statutory rate was partially offset bythe inclusion of the global intangible low-taxed income (“GILTI”) tax.

The income tax expense for the three months ended September 30, 2023 was $16.7 million, or 12.1% of pre-tax income. The income tax expense for the nine months ended September 30, 2023 was $55.8 million, or 14.5% of pre-tax income. The effective tax rates were lower than the federal statutory rate of 21% primarily due to foreign income from the Company’s subsidiaries in Bermuda and China being taxed at lower statutory tax rates, and excess tax benefits from stock-based compensation. The decrease in the effective tax rates relative to the federal statutory rate was partially offset by the inclusion of the GILTI tax.

On December 27, 2023, the Bermuda Corporate Income Tax Act of 2023 (the “Bermuda CIT Act”) was enacted and signed into law. It includes a 15% CIT applicable to Bermuda businesses that are multinational enterprises (“MNE”) with annual revenue of €750M or more beginning in 2025. The Bermuda CIT Act also includes an Economic Transition Adjustment (“ETA”) that requires MNEs to revalue their assets and liabilities, excluding goodwill, at their fair value as of September 30, 2023. There is an election to opt out of the ETA. As the Bermuda CIT Act is not effective until January 1, 2025, the Company is evaluating whether or not to adopt this ETA. Based on the information available, the Company has not recorded any changes to income tax expense related to the Bermuda CIT Act as of September 30, 2024.

In September 2024, a subsidiary of the Company was granted a tax credit with a ten-year life by a foreign jurisdiction. The tax credit may be utilized beginning in tax year 2025 to offset income tax liabilities in that jurisdiction, subject to various criteria as outlined by the granting authorities. As of September 30, 2024, the Company has evaluated the sources of income necessary to benefit from the tax credit and has determined that it currently does not meet the more likely than not criteria for realization of this deferred tax asset. As a result, the Company has recorded a full valuation allowance on this deferred tax asset. The Company is evaluating the steps necessary, some of which are not within its immediate control, to generate sufficient future taxable income in the required jurisdiction and will reassess the realizability of this deferred tax asset each reporting period.

15. ACCUMULATED OTHER COMPREHENSIVE LOSS

The following table summarizes the changes in accumulated other comprehensive loss (in thousands):

Unrealized
Losses on · Foreign Currency
Available-for-Sale · Translation
SecuritiesAdjustmentsTotal
Balance as of January 1, 2024$(2,184)$(24,878)$(27,062)
Other comprehensive income (loss) before reclassifications87(13,822)(13,735)
Tax effect248-248
Net current period other comprehensive income (loss)335(13,822)(13,487)
Balance as of March 31, 2024(1,849)(38,700)(40,549)
Other comprehensive income (loss) before reclassifications355(4,313)(3,958)
Amounts reclassified from accumulated other comprehensive loss63-63
Tax effect(50)-(50)
Net current period other comprehensive income (loss)368(4,313)(3,945)
Balance as of June 30, 2024(1,481)(43,013)(44,494)
Other comprehensive income before reclassifications1,01422,32123,335
Tax effect(37)-(37)
Net current period other comprehensive income97722,32123,298
Balance as of September 30, 2024$(504)$(20,692)$(21,196)

The amount reclassified from accumulated other comprehensive loss for the period presented was recorded in other income, net, on the Condensed Consolidated Statements of Operations.

16. DIVIDENDS AND DIVIDEND EQUIVALENTS

Cash Dividend Program

The Company has a dividend program approved by its Board of Directors, pursuant to which the Company intends to pay quarterly cash dividends on its common stock. Based on the Company’s historical practice, stockholders of record as of the last business day of the quarter are entitled to receive the quarterly cash dividends when and if declared by the Board of Directors, which are payable to the stockholders in the following month. The Board of Directors declared the following cash dividends (in thousands, except per-share amounts):

Three Months Ended September 30,Nine Months Ended September 30,
2024202320242023
Dividend declared per share$1.25$1.00$3.75$3.00
Total amount$60,974$47,832$182,680$142,692

As of September 30, 2024 and December 31, 2023, accrued dividends totaled $61.0 million and $47.9 million, respectively.

The declaration of any future cash dividends is at the discretion of the Board of Directors and will depend on, among other things, the Company’s financial condition, results of operations, capital requirements, business conditions, and other factors that the Board of Directors may deem relevant, as well as a determination that cash dividends are in the best interests of the Company’s stockholders.

The Company anticipates that cash used for future dividend payments will come from its domestic cash, cash generated from ongoing U.S. operations, and cash repatriated from its Bermuda subsidiary. The Company also anticipates that earnings from other foreign subsidiaries will continue to be indefinitely reinvested.

Cash Dividend Equivalent Rights

The Company’s RSUs contain rights to receive cash dividend equivalents, which entitle employees who hold RSUs to the same dividend value per share as holders of common stock. The dividend equivalents are accumulated and paid to the employees when the underlying RSUs vest. Dividend equivalents accumulated on the underlying RSUs are forfeited if the employees do not fulfill the requisite service requirement and, as a result, the awards do not vest. As of September 30, 2024 and December 31, 2023*,* accrued dividend equivalents totaled $5.8 million and $11.9 million, respectively.

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