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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Rambus Inc | NASDAQ:RMBS | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
1.83 | 3.37% | 56.08 | 50.57 | 65.00 | 56.41 | 55.30 | 55.90 | 1,289,791 | 05:00:07 |
Delaware
|
|
94-3112828
|
(State or other jurisdiction of incorporation or organization)
|
|
(I.R.S. Employer Identification No.)
|
1050 Enterprise Way, Suite 700
Sunnyvale, California
|
|
|
|
94089
|
(Address of principal executive offices)
|
|
|
|
(ZIP Code)
|
Large accelerated filer
ý
|
|
Accelerated filer
o
|
|
|
|
Non-accelerated filer
o
|
|
Smaller reporting company
o
|
|
|
|
Emerging growth company
o
|
|
|
|
PAGE
|
Condensed Consolidated Balance Sheets as of
September 30, 2018 and December 31, 2017
|
|
Condensed Consolidated Statements of Operations for the
three and nine months ended September 30, 2018 and 2017
|
|
Condensed Consolidated Statements of Comprehensive
Income (Loss) for the three and nine months ended September 30, 2018 and 2017
|
|
Condensed Consolidated Statements of Cash Flows for the
nine months ended September 30, 2018 and 2017
|
|
•
|
Success in the markets of our products and services or our customers’ products;
|
•
|
Sources of competition;
|
•
|
Research and development costs and improvements in technology;
|
•
|
Sources, amounts and concentration of revenue, including royalties;
|
•
|
Success in signing and renewing license agreements;
|
•
|
Terms of our licenses and amounts owed under license agreements;
|
•
|
Technology product development;
|
•
|
Dispositions, acquisitions, mergers or strategic transactions and our related integration efforts, including our acquisitions of Smart Card Software Ltd., the assets of Semtech Corporation's Snowbush IP group and Inphi Corporation's Memory Interconnect Business;
|
•
|
Impairment of goodwill and long-lived assets;
|
•
|
Pricing policies of our customers;
|
•
|
Changes in our strategy and business model, including the expansion of our portfolio of inventions, products, software, services and solutions to address additional markets in memory, chip, mobile payments, smart ticketing and security;
|
•
|
Deterioration of financial health of commercial counterparties and their ability to meet their obligations to us;
|
•
|
Effects of security breaches or failures in our or our customers’ products and services on our business;
|
•
|
Engineering, sales and general and administration expenses;
|
•
|
Contract revenue;
|
•
|
Operating results;
|
•
|
International licenses, operations and expansion;
|
•
|
Effects of changes in the economy and credit market on our industry and business;
|
•
|
Ability to identify, attract, motivate and retain qualified personnel;
|
•
|
Effects of government regulations on our industry and business;
|
•
|
Manufacturing, shipping and supply partners and/or sale and distribution channels;
|
•
|
Growth in our business;
|
•
|
Methods, estimates and judgments in accounting policies;
|
•
|
Adoption of new accounting pronouncements, including adoption of the new revenue recognition standard on our financial position and results of operations;
|
•
|
Effective tax rates, including as a result of the new U.S. tax legislation;
|
•
|
Restructurings and plans of termination;
|
•
|
Realization of deferred tax assets/release of deferred tax valuation allowance;
|
•
|
Trading price of our common stock;
|
•
|
Internal control environment;
|
•
|
The level and terms of our outstanding debt and the repayment or financing of such debt;
|
•
|
Protection of intellectual property;
|
•
|
Any changes in laws, agency actions and judicial rulings that may impact the ability to enforce intellectual property rights;
|
•
|
Indemnification and technical support obligations;
|
•
|
Equity repurchase plans;
|
•
|
Issuances of debt or equity securities, which could involve restrictive covenants or be dilutive to our existing stockholders;
|
•
|
Effects of fluctuations in currency exchange rates;
|
•
|
Outcome and effect of potential future intellectual property litigation and other significant litigation; and
|
•
|
Likelihood of paying dividends.
|
|
September 30,
2018 |
|
December 31,
2017 |
||||
|
(In thousands, except shares
and par value)
|
||||||
ASSETS
|
|
|
|
|
|
||
Current assets:
|
|
|
|
|
|
||
Cash and cash equivalents
|
$
|
134,534
|
|
|
$
|
225,844
|
|
Marketable securities
|
113,637
|
|
|
103,532
|
|
||
Accounts receivable
|
42,674
|
|
|
25,326
|
|
||
Unbilled receivables
|
164,487
|
|
|
566
|
|
||
Inventories
|
6,272
|
|
|
5,159
|
|
||
Prepaids and other current assets
|
14,434
|
|
|
11,317
|
|
||
Total current assets
|
476,038
|
|
|
371,744
|
|
||
Intangible assets, net
|
65,411
|
|
|
91,722
|
|
||
Goodwill
|
208,116
|
|
|
209,661
|
|
||
Property, plant and equipment, net
|
49,174
|
|
|
54,303
|
|
||
Deferred tax assets
|
3,930
|
|
|
159,099
|
|
||
Unbilled receivables, long-term
|
535,422
|
|
|
—
|
|
||
Other assets
|
5,879
|
|
|
4,543
|
|
||
Total assets
|
$
|
1,343,970
|
|
|
$
|
891,072
|
|
LIABILITIES &
STOCKHOLDERS’ EQUITY
|
|
|
|
|
|
||
Current liabilities:
|
|
|
|
|
|
||
Accounts payable
|
$
|
8,572
|
|
|
$
|
9,614
|
|
Accrued salaries and benefits
|
14,353
|
|
|
17,091
|
|
||
Convertible notes, short-term
|
—
|
|
|
78,451
|
|
||
Deferred revenue
|
12,727
|
|
|
18,272
|
|
||
Income taxes payable, short-term
|
17,784
|
|
|
258
|
|
||
Other current liabilities
|
5,942
|
|
|
9,156
|
|
||
Total current liabilities
|
59,378
|
|
|
132,842
|
|
||
Convertible notes, long-term
|
140,279
|
|
|
135,447
|
|
||
Long-term imputed financing obligation
|
36,558
|
|
|
37,262
|
|
||
Long-term income taxes payable
|
81,400
|
|
|
3,344
|
|
||
Other long-term liabilities
|
18,040
|
|
|
10,593
|
|
||
Total liabilities
|
335,655
|
|
|
319,488
|
|
||
Commitments and contingencies (Notes 10 and 14)
|
|
|
|
|
|
||
Stockholders’ equity:
|
|
|
|
|
|
||
Convertible preferred stock, $.001 par value:
|
|
|
|
|
|
||
Authorized: 5,000,000 shares
|
|
|
|
|
|
||
Issued and outstanding: no shares at September 30, 2018 and December 31, 2017
|
—
|
|
|
—
|
|
||
Common stock, $.001 par value:
|
|
|
|
|
|
||
Authorized: 500,000,000 shares
|
|
|
|
|
|
||
Issued and outstanding: 108,500,937 shares at September 30, 2018 and 109,763,967 shares at December 31, 2017
|
109
|
|
|
110
|
|
||
Additional paid-in capital
|
1,219,110
|
|
|
1,212,798
|
|
||
Accumulated deficit
|
(202,276
|
)
|
|
(636,227
|
)
|
||
Accumulated other comprehensive loss
|
(8,628
|
)
|
|
(5,097
|
)
|
||
Total stockholders’ equity
|
1,008,315
|
|
|
571,584
|
|
||
Total liabilities and stockholders’ equity
|
$
|
1,343,970
|
|
|
$
|
891,072
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||
|
September 30,
|
|
September 30,
|
||||||||||||
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
|
(In thousands, except per share amounts)
|
||||||||||||||
Revenue:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Royalties
|
$
|
33,599
|
|
|
$
|
72,787
|
|
|
$
|
85,022
|
|
|
$
|
211,733
|
|
Product revenue
|
11,753
|
|
|
8,661
|
|
|
27,153
|
|
|
27,966
|
|
||||
Contract and other revenue
|
14,402
|
|
|
17,686
|
|
|
50,463
|
|
|
51,506
|
|
||||
Total revenue
|
59,754
|
|
|
99,134
|
|
|
162,638
|
|
|
291,205
|
|
||||
Operating costs and expenses:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Cost of product revenue*
|
5,376
|
|
|
5,152
|
|
|
13,932
|
|
|
17,882
|
|
||||
Cost of contract and other revenue
|
5,952
|
|
|
14,456
|
|
|
29,163
|
|
|
43,274
|
|
||||
Research and development*
|
43,131
|
|
|
36,196
|
|
|
120,944
|
|
|
109,718
|
|
||||
Sales, general and administrative*
|
24,462
|
|
|
26,799
|
|
|
79,143
|
|
|
82,122
|
|
||||
Gain from sale of intellectual property
|
—
|
|
|
(479
|
)
|
|
—
|
|
|
(479
|
)
|
||||
Restructuring charges
|
—
|
|
|
—
|
|
|
2,223
|
|
|
—
|
|
||||
Total operating costs and expenses
|
78,921
|
|
|
82,124
|
|
|
245,405
|
|
|
252,517
|
|
||||
Operating income (loss)
|
(19,167
|
)
|
|
17,010
|
|
|
(82,767
|
)
|
|
38,688
|
|
||||
Interest income and other income (expense), net
|
8,008
|
|
|
208
|
|
|
25,373
|
|
|
491
|
|
||||
Interest expense
|
(3,976
|
)
|
|
(3,287
|
)
|
|
(13,031
|
)
|
|
(9,754
|
)
|
||||
Interest and other income (expense), net
|
4,032
|
|
|
(3,079
|
)
|
|
12,342
|
|
|
(9,263
|
)
|
||||
Income (loss) before income taxes
|
(15,135
|
)
|
|
13,931
|
|
|
(70,425
|
)
|
|
29,425
|
|
||||
Provision for income taxes
|
89,758
|
|
|
6,236
|
|
|
85,514
|
|
|
16,119
|
|
||||
Net income (loss)
|
$
|
(104,893
|
)
|
|
$
|
7,695
|
|
|
$
|
(155,939
|
)
|
|
$
|
13,306
|
|
Net income (loss) per share:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Basic
|
$
|
(0.97
|
)
|
|
$
|
0.07
|
|
|
$
|
(1.44
|
)
|
|
$
|
0.12
|
|
Diluted
|
$
|
(0.97
|
)
|
|
$
|
0.07
|
|
|
$
|
(1.44
|
)
|
|
$
|
0.12
|
|
Weighted average shares used in per share calculation:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Basic
|
107,897
|
|
|
109,555
|
|
|
108,324
|
|
|
110,353
|
|
||||
Diluted
|
107,897
|
|
|
113,119
|
|
|
108,324
|
|
|
113,861
|
|
Cost of product revenue
|
$
|
2
|
|
|
$
|
20
|
|
|
$
|
7
|
|
|
$
|
53
|
|
Research and development
|
$
|
3,184
|
|
|
$
|
2,969
|
|
|
$
|
9,662
|
|
|
$
|
9,048
|
|
Sales, general and administrative
|
$
|
3,003
|
|
|
$
|
3,975
|
|
|
$
|
5,922
|
|
|
$
|
11,068
|
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||
|
|
September 30,
|
|
September 30,
|
||||||||||||
(In thousands)
|
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
Net income (loss)
|
|
$
|
(104,893
|
)
|
|
$
|
7,695
|
|
|
$
|
(155,939
|
)
|
|
$
|
13,306
|
|
Other comprehensive income (loss):
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Foreign currency translation adjustment
|
|
(1,027
|
)
|
|
2,581
|
|
|
(2,798
|
)
|
|
7,177
|
|
||||
Unrealized gain (loss) on marketable securities, net of tax
|
|
(42
|
)
|
|
339
|
|
|
(734
|
)
|
|
634
|
|
||||
Total comprehensive income (loss)
|
|
$
|
(105,962
|
)
|
|
$
|
10,615
|
|
|
$
|
(159,471
|
)
|
|
$
|
21,117
|
|
|
Nine Months Ended
|
||||||
|
September 30,
|
||||||
|
2018
|
|
2017
|
||||
|
(In thousands)
|
||||||
Cash flows from operating activities:
|
|
|
|
|
|
||
Net income (loss)
|
$
|
(155,939
|
)
|
|
$
|
13,306
|
|
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
|
|
|
|
|
|
||
Stock-based compensation
|
15,591
|
|
|
20,169
|
|
||
Depreciation
|
8,107
|
|
|
9,971
|
|
||
Amortization of intangible assets
|
24,352
|
|
|
31,436
|
|
||
Non-cash interest expense and amortization of convertible debt issuance costs
|
7,587
|
|
|
5,324
|
|
||
Deferred income taxes
|
78,660
|
|
|
(4,108
|
)
|
||
Non-cash restructuring
|
670
|
|
|
—
|
|
||
Gain from sale of marketable equity security
|
(291
|
)
|
|
—
|
|
||
Gain from sale of assets held for sale
|
(1,266
|
)
|
|
—
|
|
||
Loss from disposal of property, plant and equipment
|
518
|
|
|
169
|
|
||
Change in operating assets and liabilities:
|
|
|
|
|
|
||
Accounts receivable
|
(16,862
|
)
|
|
(23,656
|
)
|
||
Unbilled receivables
|
118,872
|
|
|
—
|
|
||
Prepaid expenses and other assets
|
(3,729
|
)
|
|
6,824
|
|
||
Inventories
|
(1,271
|
)
|
|
617
|
|
||
Accounts payable
|
153
|
|
|
(2,795
|
)
|
||
Accrued salaries and benefits and other liabilities
|
(6,823
|
)
|
|
(1,698
|
)
|
||
Income taxes payable
|
(9,618
|
)
|
|
(960
|
)
|
||
Deferred revenue
|
(6,647
|
)
|
|
3,248
|
|
||
Net cash provided by operating activities
|
52,064
|
|
|
57,847
|
|
||
Cash flows from investing activities:
|
|
|
|
|
|
||
Purchases of property, plant and equipment
|
(7,849
|
)
|
|
(5,444
|
)
|
||
Acquisition of intangible assets
|
—
|
|
|
(120
|
)
|
||
Purchases of marketable securities
|
(192,824
|
)
|
|
—
|
|
||
Maturities of marketable securities
|
181,704
|
|
|
32,048
|
|
||
Proceeds from sale of equity security
|
1,350
|
|
|
—
|
|
||
Proceeds from sale of marketable securities
|
—
|
|
|
4,450
|
|
||
Proceeds from sale of assets held for sale
|
3,754
|
|
|
—
|
|
||
Proceeds from sale of property, plant and equipment
|
10
|
|
|
28
|
|
||
Net cash provided by (used in) investing activities
|
(13,855
|
)
|
|
30,962
|
|
||
Cash flows from financing activities:
|
|
|
|
||||
Proceeds received from issuance of common stock under employee stock plans
|
9,266
|
|
|
10,792
|
|
||
Principal payments against lease financing obligation
|
(786
|
)
|
|
(625
|
)
|
||
Payments of taxes on restricted stock units
|
(5,964
|
)
|
|
(3,525
|
)
|
||
Repayment of 1.125% convertible notes due 2018
|
(81,207
|
)
|
|
—
|
|
||
Repurchase and retirement of common stock, including prepayment under accelerated
share repurchase program
|
(50,031
|
)
|
|
(50,036
|
)
|
||
Net cash used in financing activities
|
(128,722
|
)
|
|
(43,394
|
)
|
||
Effect of exchange rate changes on cash and cash equivalents
|
(797
|
)
|
|
1,636
|
|
Net increase (decrease) in cash and cash equivalents
|
(91,310
|
)
|
|
47,051
|
|
||
Cash and cash equivalents at beginning of period
|
225,844
|
|
|
135,294
|
|
||
Cash and cash equivalents at end of period
|
$
|
134,534
|
|
|
$
|
182,345
|
|
|
|
|
|
||||
Non-cash investing activities during the period:
|
|
|
|
|
|
||
Property, plant and equipment received and accrued in accounts payable and other liabilities
|
$
|
675
|
|
|
$
|
1,294
|
|
•
|
Revenue recognized for certain patent and technology licensing arrangements has changed under the New Revenue Standard. Revenue for (i) fixed-fee arrangements (including arrangements that include minimum guaranteed amounts), (ii) variable royalty arrangements that the Company has concluded are fixed in substance and (iii) the fixed portion of hybrid fixed/variable arrangements is recognized upon control over the underlying IP use right transferring to the licensee rather than upon billing under ASC 605, net of the effect of significant financing components calculated using customer-specific, risk-adjusted lending rates and recognized over time on an effective rate basis. As a consequence of the acceleration of revenue recognition and for matching purposes, all withholding taxes to be paid over the term of these licensing arrangements were expensed on the date the licensing revenue was recognized.
|
•
|
Adoption of the New Revenue Standard resulted in revenue recognition being accelerated for variable royalties and the variable portion of hybrid fixed/variable patent and technology licensing arrangements. Under the New Revenue Standard, royalty revenue is being recognized on the basis of management’s estimates of sales or usage, as applicable, of the licensed IP in the period of reference, with a true-up being recorded in subsequent periods based on actual sales or usage as reported by licensees (rather than upon receiving royalty reports from licensees as was the case under ASC 605).
|
•
|
Adoption of the New Revenue Standard also resulted in revenue recognition being accelerated for certain professional services arrangements, including arrangements consisting of significant software customization or modification and development arrangements. Under the New Revenue Standard, such arrangements are accounted for based on man-days incurred during the reporting period as compared to estimated total man-days necessary for contract completion, as the customer either controls the asset as it is created or enhanced by us or, where the asset has no alternative use to us, we are entitled to payment for performance to date and expect to fulfill the contract - revenue recognition is no longer capped to the lesser of inputs in the period or accepted billable project milestones as was the case under ASC 605.
|
|
Three Months Ended September 30, 2018
|
|
Nine Months Ended September 30, 2018
|
||||||||||||||||||||
(In thousands)
|
As Reported
|
|
Effect of Change Higher/ (Lower)
|
|
Amounts under ASC 605
|
|
As Reported
|
|
Effect of Change Higher/ (Lower)
|
|
Amounts under ASC 605
|
||||||||||||
Consolidated Statement of Operations
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Revenue:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Royalties
|
$
|
33,599
|
|
|
$
|
42,105
|
|
|
$
|
75,704
|
|
|
$
|
85,022
|
|
|
$
|
141,482
|
|
|
$
|
226,504
|
|
Product revenue
|
11,753
|
|
|
—
|
|
|
11,753
|
|
|
27,153
|
|
|
377
|
|
|
27,530
|
|
||||||
Contract and other revenue
|
14,402
|
|
|
(2,019
|
)
|
|
12,383
|
|
|
50,463
|
|
|
(5,378
|
)
|
|
45,085
|
|
||||||
Total revenue
|
$
|
59,754
|
|
|
$
|
40,086
|
|
|
$
|
99,840
|
|
|
$
|
162,638
|
|
|
$
|
136,481
|
|
|
$
|
299,119
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Costs and expenses:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Interest income and other income (expense), net
|
$
|
8,008
|
|
|
$
|
(6,532
|
)
|
|
$
|
1,476
|
|
|
$
|
25,373
|
|
|
$
|
(21,087
|
)
|
|
$
|
4,286
|
|
Provision for income taxes
|
$
|
89,758
|
|
|
$
|
(10,509
|
)
|
|
$
|
79,249
|
|
|
$
|
85,514
|
|
|
$
|
—
|
|
|
$
|
85,514
|
|
Net loss
|
$
|
(104,893
|
)
|
|
$
|
44,063
|
|
|
$
|
(60,830
|
)
|
|
$
|
(155,939
|
)
|
|
$
|
115,394
|
|
|
$
|
(40,545
|
)
|
|
September 30, 2018
|
||||||||||
(In thousands)
|
As Reported
|
|
Effect of Change Higher/ (Lower)
|
|
Amounts under ASC 605
|
||||||
Consolidated Balance Sheet
|
|
|
|
|
|
||||||
Assets:
|
|
|
|
|
|
||||||
Unbilled receivables
|
$
|
699,909
|
|
|
$
|
(699,909
|
)
|
|
$
|
—
|
|
|
|
|
|
|
|
||||||
Liabilities:
|
|
|
|
|
|
||||||
Deferred revenue
|
12,877
|
|
|
(88
|
)
|
|
12,789
|
|
|||
Income taxes payable
|
99,184
|
|
|
(94,117
|
)
|
|
5,067
|
|
|||
|
|
|
|
|
|
||||||
Stockholders’ equity:
|
|
|
|
|
|
||||||
Accumulated deficit
|
202,276
|
|
|
510,894
|
|
|
713,170
|
|
•
|
For fixed-fee arrangements (including arrangements that include minimum guaranteed amounts), variable royalty arrangements that the Company has concluded are fixed in substance and the fixed portion of hybrid fixed/variable arrangements, the Company recognizes revenue upon control over the underlying IP use right transferring to the licensee, net of the effect of significant financing components calculated using customer-specific, risk-adjusted lending rates ranging between
3%
and
6%
, with the related interest income being recognized over time on an effective rate basis. Where a licensee has the contractual right to terminate a fixed-fee arrangement for convenience without any substantive penalty payable upon such termination, the Company applies the guidance in the New Revenue Standard to the duration of the contract in which the parties have present enforceable rights and obligations and only recognizes revenue for amounts that are due and payable.
|
•
|
For variable arrangements, the Company recognizes revenue based on an estimate of the licensee’s sale or usage of the IP during the period of reference, typically quarterly, with a true-up being recorded when the Company receives the actual royalty report from the licensee.
|
•
|
The Company has adequate tools and controls in place, and substantial experience and expertise in timely and accurately tracking man-days incurred in completing customization and other professional services, and quantifying changes in estimates.
|
•
|
All fixed-fee arrangements result in cash being received after control over the underlying IP use right has transferred to the licensee, and over a period exceeding a year. As such, all these arrangements include a significant financing component. The Company calculates a customer-specific lending rate using a Daily Treasury Yield Curve Rate that changes depending on the date on which the licensing arrangement was entered into and the term (in years) of the arrangement, and takes into consideration a licensee-specific risk profile determined based on a review of the licensee’s “Full Company View” Dun & Bradstreet report obtained on the date the licensing arrangement was signed by the parties, with a risk premium being added to the Daily Treasury Yield Curve Rate considering the overall business risk, financing strength and risk indicators, as listed.
|
•
|
The Company recognizes revenue on variable fee licensing arrangements on the basis of estimates. In connection with the adoption of the New Revenue Standard, the Company has set up specific procedures and controls to ensure timely and accurate quantification of variable royalties, and implemented new systems to enable the preparation of the estimates and reporting of the financial information required by the New Revenue Standard.
|
|
As of
|
||||||
(In thousands)
|
September 30, 2018
|
|
January 1, 2018
|
||||
Unbilled receivables
|
$
|
699,909
|
|
|
$
|
818,371
|
|
Deferred revenue
|
12,877
|
|
|
20,737
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
Net income (loss) per share:
|
(In thousands, except per share amounts)
|
||||||||||||||
Numerator:
|
|
|
|
|
|
|
|
|
|
||||||
Net income (loss)
|
$
|
(104,893
|
)
|
|
$
|
7,695
|
|
|
$
|
(155,939
|
)
|
|
$
|
13,306
|
|
Denominator:
|
|
|
|
|
|
|
|
||||||||
Weighted-average shares outstanding - basic
|
107,897
|
|
|
109,555
|
|
|
108,324
|
|
|
110,353
|
|
||||
Effect of potential dilutive common shares
|
—
|
|
|
3,564
|
|
|
—
|
|
|
3,508
|
|
||||
Weighted-average shares outstanding - diluted
|
107,897
|
|
|
113,119
|
|
|
108,324
|
|
|
113,861
|
|
||||
Basic net income (loss) per share
|
$
|
(0.97
|
)
|
|
$
|
0.07
|
|
|
$
|
(1.44
|
)
|
|
$
|
0.12
|
|
Diluted net income (loss) per share
|
$
|
(0.97
|
)
|
|
$
|
0.07
|
|
|
$
|
(1.44
|
)
|
|
$
|
0.12
|
|
Reportable Segment:
|
|
As of December 31, 2017
|
|
Effect of Exchange Rates (1)
|
|
As of September 30, 2018
|
||||||
|
|
(In thousands)
|
||||||||||
MID
|
|
$
|
66,643
|
|
|
$
|
—
|
|
|
$
|
66,643
|
|
RSD
|
|
143,018
|
|
|
(1,545
|
)
|
|
141,473
|
|
|||
Total
|
|
$
|
209,661
|
|
|
$
|
(1,545
|
)
|
|
$
|
208,116
|
|
|
|
As of
|
||||||||||
|
|
September 30, 2018
|
||||||||||
Reportable Segment:
|
|
Gross Carrying Amount
|
|
Accumulated Impairment Losses
|
|
Net Carrying Amount
|
||||||
|
|
(In thousands)
|
||||||||||
MID
|
|
$
|
66,643
|
|
|
$
|
—
|
|
|
$
|
66,643
|
|
RSD
|
|
141,473
|
|
|
—
|
|
|
141,473
|
|
|||
Other
|
|
21,770
|
|
|
(21,770
|
)
|
|
—
|
|
|||
Total
|
|
$
|
229,886
|
|
|
$
|
(21,770
|
)
|
|
$
|
208,116
|
|
|
|
|
As of September 30, 2018
|
||||||||||
|
Useful Life
|
|
Gross Carrying
Amount (1)
|
|
Accumulated
Amortization (1)
|
|
Net Carrying
Amount
|
||||||
|
|
|
(In thousands)
|
||||||||||
Existing technology
|
3 to 10 years
|
|
$
|
259,131
|
|
|
$
|
(210,086
|
)
|
|
$
|
49,045
|
|
Customer contracts and contractual relationships
|
1 to 10 years
|
|
68,167
|
|
|
(53,401
|
)
|
|
14,766
|
|
|||
Non-compete agreements and trademarks
|
3 years
|
|
300
|
|
|
(300
|
)
|
|
—
|
|
|||
In-process research and development
|
Not applicable
|
|
1,600
|
|
|
—
|
|
|
1,600
|
|
|||
Total intangible assets
|
|
|
$
|
329,198
|
|
|
$
|
(263,787
|
)
|
|
$
|
65,411
|
|
|
|
|
As of December 31, 2017
|
||||||||||
|
Useful Life
|
|
Gross Carrying
Amount (1)
|
|
Accumulated
Amortization (1)
|
|
Net Carrying
Amount
|
||||||
|
|
|
(In thousands)
|
||||||||||
Existing technology
|
3 to 10 years
|
|
$
|
258,008
|
|
|
$
|
(191,554
|
)
|
|
$
|
66,454
|
|
Customer contracts and contractual relationships
|
1 to 10 years
|
|
68,794
|
|
|
(48,626
|
)
|
|
20,168
|
|
|||
Non-compete agreements and trademarks
|
3 years
|
|
300
|
|
|
(300
|
)
|
|
—
|
|
|||
In-process research and development
|
Not applicable
|
|
5,100
|
|
|
—
|
|
|
5,100
|
|
|||
Total intangible assets
|
|
|
$
|
332,202
|
|
|
$
|
(240,480
|
)
|
|
$
|
91,722
|
|
Years Ending December 31:
|
Amount
|
||
2018 (remaining 3 months)
|
$
|
4,874
|
|
2019
|
20,251
|
|
|
2020
|
20,293
|
|
|
2021
|
13,083
|
|
|
2022
|
2,002
|
|
|
Thereafter
|
3,308
|
|
|
Total amortizable purchased intangible assets
|
$
|
63,811
|
|
In-process research and development
|
1,600
|
|
|
Total intangible assets
|
$
|
65,411
|
|
|
For the Three Months Ended September 30, 2018
|
|
For the Nine Months Ended September 30, 2018
|
||||||||||||||||||||||||||||
|
MID
|
|
RSD
|
|
Other
|
|
Total
|
|
MID
|
|
RSD
|
|
Other
|
|
Total
|
||||||||||||||||
|
(In thousands)
|
|
(In thousands)
|
||||||||||||||||||||||||||||
Revenues
|
$
|
44,737
|
|
|
$
|
15,017
|
|
|
$
|
—
|
|
|
$
|
59,754
|
|
|
$
|
113,702
|
|
|
$
|
46,495
|
|
|
$
|
2,441
|
|
|
$
|
162,638
|
|
Segment operating expenses
|
27,035
|
|
|
12,538
|
|
|
3,154
|
|
|
42,727
|
|
|
72,581
|
|
|
40,216
|
|
|
11,994
|
|
|
124,791
|
|
||||||||
Segment operating income (loss)
|
$
|
17,702
|
|
|
$
|
2,479
|
|
|
$
|
(3,154
|
)
|
|
$
|
17,027
|
|
|
$
|
41,121
|
|
|
$
|
6,279
|
|
|
$
|
(9,553
|
)
|
|
$
|
37,847
|
|
Reconciling items
|
|
|
|
|
|
|
|
|
(36,194
|
)
|
|
|
|
|
|
|
|
|
|
(120,614
|
)
|
||||||||||
Operating loss
|
|
|
|
|
|
|
|
|
$
|
(19,167
|
)
|
|
|
|
|
|
|
|
|
|
$
|
(82,767
|
)
|
||||||||
Interest and other income (expense), net
|
|
|
|
|
|
|
|
|
4,032
|
|
|
|
|
|
|
|
|
|
|
12,342
|
|
||||||||||
Loss before income taxes
|
|
|
|
|
|
|
|
|
$
|
(15,135
|
)
|
|
|
|
|
|
|
|
|
|
$
|
(70,425
|
)
|
|
For the Three Months Ended September 30, 2017
|
|
For the Nine Months Ended September 30, 2017
|
||||||||||||||||||||||||||||
|
MID
|
|
RSD
|
|
Other
|
|
Total
|
|
MID
|
|
RSD
|
|
Other
|
|
Total
|
||||||||||||||||
|
(In thousands)
|
|
(In thousands)
|
||||||||||||||||||||||||||||
Revenues
|
$
|
68,787
|
|
|
$
|
26,312
|
|
|
$
|
4,035
|
|
|
$
|
99,134
|
|
|
$
|
206,784
|
|
|
$
|
72,883
|
|
|
$
|
11,538
|
|
|
$
|
291,205
|
|
Segment operating expenses
|
21,130
|
|
|
11,796
|
|
|
7,802
|
|
|
40,728
|
|
|
65,187
|
|
|
36,409
|
|
|
25,191
|
|
|
126,787
|
|
||||||||
Segment operating income (loss)
|
$
|
47,657
|
|
|
$
|
14,516
|
|
|
$
|
(3,767
|
)
|
|
$
|
58,406
|
|
|
$
|
141,597
|
|
|
$
|
36,474
|
|
|
$
|
(13,653
|
)
|
|
$
|
164,418
|
|
Reconciling items
|
|
|
|
|
|
|
|
|
(41,396
|
)
|
|
|
|
|
|
|
|
|
|
(125,730
|
)
|
||||||||||
Operating income
|
|
|
|
|
|
|
|
|
$
|
17,010
|
|
|
|
|
|
|
|
|
|
|
$
|
38,688
|
|
||||||||
Interest and other income (expense), net
|
|
|
|
|
|
|
|
|
(3,079
|
)
|
|
|
|
|
|
|
|
|
|
(9,263
|
)
|
||||||||||
Income before income taxes
|
|
|
|
|
|
|
|
|
$
|
13,931
|
|
|
|
|
|
|
|
|
|
|
$
|
29,425
|
|
|
|
As of
|
||||
Customer
|
|
September 30, 2018
|
|
December 31, 2017
|
||
Customer 1 (MID reportable segment)
|
|
12
|
%
|
|
*
|
|
Customer 2 (RSD reportable segment)
|
|
*
|
|
|
11
|
%
|
Customer 3 (Other segment)
|
|
*
|
|
|
12
|
%
|
Customer 4 (MID and RSD reportable segment)
|
|
*
|
|
|
13
|
%
|
Customer 5 (MID and RSD reportable segment)
|
|
43
|
%
|
|
*
|
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||
|
|
September 30,
|
|
September 30,
|
||||||||
Customer
|
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||
Customer A (MID and RSD reportable segments)
|
|
*
|
|
|
18
|
%
|
|
*
|
|
|
17
|
%
|
Customer B (MID reportable segment)
|
|
*
|
|
|
12
|
%
|
|
*
|
|
|
13
|
%
|
Customer C (MID reportable segment)
|
|
*
|
|
|
13
|
%
|
|
*
|
|
|
13
|
%
|
Customer D (MID reportable segment)
|
|
13
|
%
|
|
*
|
|
|
*
|
|
|
*
|
|
Customer E (MID and RSD reportable segments)
|
|
*
|
|
|
*
|
|
|
11
|
%
|
|
*
|
|
Customer F (MID and RSD reportable segments)
|
|
34
|
%
|
|
*
|
|
|
13
|
%
|
|
*
|
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||
|
|
September 30,
|
|
September 30,
|
||||||||||||
(In thousands)
|
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
Taiwan
|
|
$
|
3,962
|
|
|
$
|
1,392
|
|
|
$
|
20,419
|
|
|
$
|
7,410
|
|
South Korea
|
|
388
|
|
|
29,476
|
|
|
10,656
|
|
|
86,736
|
|
||||
USA
|
|
37,899
|
|
|
43,532
|
|
|
78,983
|
|
|
123,115
|
|
||||
Japan
|
|
3,889
|
|
|
4,933
|
|
|
20,201
|
|
|
18,508
|
|
||||
Europe
|
|
4,156
|
|
|
9,160
|
|
|
11,628
|
|
|
17,850
|
|
||||
Canada
|
|
820
|
|
|
933
|
|
|
4,115
|
|
|
3,353
|
|
||||
Singapore
|
|
7,953
|
|
|
4,927
|
|
|
14,103
|
|
|
17,563
|
|
||||
Asia-Other
|
|
687
|
|
|
4,781
|
|
|
2,533
|
|
|
16,670
|
|
||||
Total
|
|
$
|
59,754
|
|
|
$
|
99,134
|
|
|
$
|
162,638
|
|
|
$
|
291,205
|
|
|
|
As of September 30, 2018
|
|||||||||||||||||
(In thousands)
|
|
Fair Value
|
|
Amortized
Cost
|
|
Gross
Unrealized
Gains
|
|
Gross
Unrealized
Losses
|
|
Weighted
Rate of
Return
|
|||||||||
Money market funds
|
|
$
|
10,838
|
|
|
$
|
10,838
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
1.95
|
%
|
U.S. Government bonds and notes
|
|
24,989
|
|
|
24,990
|
|
|
—
|
|
|
(1
|
)
|
|
1.86
|
%
|
||||
Corporate notes, bonds, commercial paper and other
|
|
163,929
|
|
|
164,024
|
|
|
—
|
|
|
(95
|
)
|
|
2.16
|
%
|
||||
Total cash equivalents and marketable securities
|
|
199,756
|
|
|
199,852
|
|
|
—
|
|
|
(96
|
)
|
|
|
|
||||
Cash
|
|
48,415
|
|
|
48,415
|
|
|
—
|
|
|
—
|
|
|
|
|
||||
Total cash, cash equivalents and marketable securities
|
|
$
|
248,171
|
|
|
$
|
248,267
|
|
|
$
|
—
|
|
|
$
|
(96
|
)
|
|
|
|
|
|
As of December 31, 2017
|
|||||||||||||||||
(In thousands)
|
|
Fair Value
|
|
Amortized
Cost
|
|
Gross
Unrealized
Gains
|
|
Gross
Unrealized
Losses
|
|
Weighted
Rate of
Return
|
|||||||||
Money market funds
|
|
$
|
10,915
|
|
|
$
|
10,915
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
1.16
|
%
|
U.S. Government bonds and notes
|
|
55,220
|
|
|
55,221
|
|
|
—
|
|
|
(1
|
)
|
|
1.12
|
%
|
||||
Corporate notes, bonds, commercial paper and other
|
|
195,073
|
|
|
195,204
|
|
|
—
|
|
|
(131
|
)
|
|
1.39
|
%
|
||||
Total cash equivalents and marketable securities
|
|
261,208
|
|
|
261,340
|
|
|
—
|
|
|
(132
|
)
|
|
|
|
||||
Cash
|
|
68,168
|
|
|
68,168
|
|
|
—
|
|
|
—
|
|
|
|
|
||||
Total cash, cash equivalents and marketable securities
|
|
$
|
329,376
|
|
|
$
|
329,508
|
|
|
$
|
—
|
|
|
$
|
(132
|
)
|
|
|
|
|
As of
|
||||||
|
September 30,
2018 |
|
December 31,
2017 |
||||
|
(In thousands)
|
||||||
Cash equivalents
|
$
|
86,119
|
|
|
$
|
157,676
|
|
Short term marketable securities
|
113,637
|
|
|
103,532
|
|
||
Total cash equivalents and marketable securities
|
199,756
|
|
|
261,208
|
|
||
Cash
|
48,415
|
|
|
68,168
|
|
||
Total cash, cash equivalents and marketable securities
|
$
|
248,171
|
|
|
$
|
329,376
|
|
|
Fair Value
|
|
Gross Unrealized Loss
|
||||||||||||
|
September 30,
2018 |
|
December 31,
2017 |
|
September 30,
2018 |
|
December 31,
2017 |
||||||||
|
(In thousands)
|
||||||||||||||
Less than one year
|
|
|
|
|
|
|
|
|
|
|
|
||||
U.S. Government bonds and notes
|
$
|
24,989
|
|
|
$
|
42,581
|
|
|
$
|
(1
|
)
|
|
$
|
(1
|
)
|
Corporate notes, bonds and commercial paper
|
163,929
|
|
|
194,015
|
|
|
(95
|
)
|
|
(131
|
)
|
||||
Total Corporate notes, bonds, and commercial paper and U.S. Government bonds and notes
|
$
|
188,918
|
|
|
$
|
236,596
|
|
|
$
|
(96
|
)
|
|
$
|
(132
|
)
|
|
As of September 30, 2018
|
||||||||||||||
|
Total
|
|
Quoted
Market
Prices in
Active
Markets
(Level 1)
|
|
Significant
Other
Observable
Inputs
(Level 2)
|
|
Significant
Unobservable
Inputs
(Level 3)
|
||||||||
|
(In thousands)
|
||||||||||||||
Money market funds
|
$
|
10,838
|
|
|
$
|
10,838
|
|
|
$
|
—
|
|
|
$
|
—
|
|
U.S. Government bonds and notes
|
24,989
|
|
|
—
|
|
|
24,989
|
|
|
—
|
|
||||
Corporate notes, bonds, commercial paper and other
|
163,929
|
|
|
—
|
|
|
163,929
|
|
|
—
|
|
||||
Total available-for-sale securities
|
$
|
199,756
|
|
|
$
|
10,838
|
|
|
$
|
188,918
|
|
|
$
|
—
|
|
|
As of December 31, 2017
|
||||||||||||||
|
Total
|
|
Quoted
Market
Prices in
Active
Markets
(Level 1)
|
|
Significant
Other
Observable
Inputs
(Level 2)
|
|
Significant
Unobservable
Inputs
(Level 3)
|
||||||||
|
(In thousands)
|
||||||||||||||
Money market funds
|
$
|
10,915
|
|
|
$
|
10,915
|
|
|
$
|
—
|
|
|
$
|
—
|
|
U.S. Government bonds and notes
|
55,220
|
|
|
—
|
|
|
55,220
|
|
|
—
|
|
||||
Corporate notes, bonds, commercial paper and other
|
195,073
|
|
|
1,058
|
|
|
194,015
|
|
|
—
|
|
||||
Total available-for-sale securities
|
$
|
261,208
|
|
|
$
|
11,973
|
|
|
$
|
249,235
|
|
|
$
|
—
|
|
(In thousands)
|
As of September 30, 2018
|
|
As of December 31, 2017
|
||||
2023 Notes
|
$
|
172,500
|
|
|
$
|
172,500
|
|
2018 Notes
|
—
|
|
|
81,207
|
|
||
Total principal amount of convertible notes
|
$
|
172,500
|
|
|
$
|
253,707
|
|
Unamortized discount - 2023 Notes
|
(30,048
|
)
|
|
(34,506
|
)
|
||
Unamortized discount - 2018 Notes
|
—
|
|
|
(2,547
|
)
|
||
Unamortized debt issuance costs - 2023 Notes
|
(2,173
|
)
|
|
(2,547
|
)
|
||
Unamortized debt issuance costs - 2018 Notes
|
—
|
|
|
(209
|
)
|
||
Total convertible notes
|
$
|
140,279
|
|
|
$
|
213,898
|
|
Less current portion
|
—
|
|
|
78,451
|
|
||
Total long-term convertible notes
|
$
|
140,279
|
|
|
$
|
135,447
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||
|
September 30,
|
|
September 30,
|
||||||||||||
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
|
(In thousands)
|
||||||||||||||
2023 Notes coupon interest at a rate of 1.375%
|
$
|
593
|
|
|
$
|
—
|
|
|
$
|
1,779
|
|
|
$
|
—
|
|
2023 Notes amortization of discount and debt issuance costs at an additional effective interest rate of 4.9%
|
1,632
|
|
|
—
|
|
|
4,831
|
|
|
—
|
|
||||
2018 Notes coupon interest at a rate of 1.125%
|
96
|
|
|
388
|
|
|
377
|
|
|
1,164
|
|
||||
2018 Notes amortization of discount and debt issuance costs at an additional effective interest rate of 5.5%
|
559
|
|
|
1,801
|
|
|
2,756
|
|
|
5,324
|
|
||||
Total interest expense on convertible notes
|
$
|
2,880
|
|
|
$
|
2,189
|
|
|
$
|
9,743
|
|
|
$
|
6,488
|
|
|
Total
|
|
Remainder
of 2018
|
|
2019
|
|
2020
|
|
2021
|
|
2022
|
|
Thereafter
|
||||||||||||||
Contractual obligations (1)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Imputed financing obligation (2)
|
$
|
11,102
|
|
|
$
|
1,631
|
|
|
$
|
6,602
|
|
|
$
|
2,869
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Leases and other contractual obligations
|
23,844
|
|
|
4,932
|
|
|
5,518
|
|
|
4,558
|
|
|
4,683
|
|
|
3,291
|
|
|
862
|
|
|||||||
Software licenses (3)
|
6,324
|
|
|
2,792
|
|
|
3,532
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Convertible notes
|
172,500
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
172,500
|
|
|||||||
Interest payments related to convertible notes
|
10,680
|
|
|
—
|
|
|
2,372
|
|
|
2,372
|
|
|
2,372
|
|
|
2,372
|
|
|
1,192
|
|
|||||||
Total
|
$
|
224,450
|
|
|
$
|
9,355
|
|
|
$
|
18,024
|
|
|
$
|
9,799
|
|
|
$
|
7,055
|
|
|
$
|
5,663
|
|
|
$
|
174,554
|
|
(1)
|
The above table does not reflect possible payments in connection with uncertain tax benefits of approximately
$23.7 million
including
$21.6 million
recorded as a reduction of long-term deferred tax assets and
$2.1 million
in long-term income taxes payable as of
September 30, 2018
. As noted below in Note 13, “Income Taxes,” although it is possible that some of the unrecognized tax benefits could be settled within the next 12 months, the Company cannot reasonably estimate the outcome at this time.
|
(2)
|
With respect to the imputed financing obligation, the main components of the difference between the amount reflected in the contractual obligations table and the amount reflected on the unaudited condensed consolidated balance sheets are the interest on the imputed financing obligation and the estimated common area expenses over the future periods. The amount includes the amended Ohio lease and the amended Sunnyvale lease.
|
(3)
|
The Company has commitments with various software vendors for agreements generally having terms longer than
one
year.
|
|
Shares Available
for Grant
|
|
Shares available as of December 31, 2017
|
5,051,147
|
|
Increase in shares approved for issuance
|
5,500,000
|
|
Stock options granted
|
(711,479
|
)
|
Stock options forfeited
|
875,417
|
|
Nonvested equity stock and stock units granted (1) (2)
|
(4,630,283
|
)
|
Nonvested equity stock and stock units forfeited (1)
|
3,991,267
|
|
Total available for grant as of September 30, 2018
|
10,076,069
|
|
(1)
|
For purposes of determining the number of shares available for grant under the 2015 Plan against the maximum number of shares authorized, each share of restricted stock granted reduces the number of shares available for grant by
1.5
shares and each share of restricted stock forfeited increases shares available for grant by
1.5
shares.
|
(2)
|
Amount includes
525,965
shares that have been reserved for potential future issuance related to certain performance unit awards granted in the first quarter of 2018 and discussed under the section titled "Nonvested Equity Stock and Stock Units" below.
|
|
Options Outstanding
|
|
|
|
|
|||||||
|
Number of
Shares
|
|
Weighted
Average
Exercise Price
Per Share
|
|
Weighted
Average
Remaining
Contractual
Term (years)
|
|
Aggregate
Intrinsic
Value
|
|||||
|
(In thousands, except per share amounts)
|
|||||||||||
Outstanding as of December 31, 2017
|
4,310,361
|
|
|
$
|
9.78
|
|
|
|
|
|
|
|
Options granted
|
711,479
|
|
|
$
|
12.84
|
|
|
|
|
|
|
|
Options exercised
|
(877,436
|
)
|
|
$
|
6.71
|
|
|
|
|
|
|
|
Options forfeited
|
(875,417
|
)
|
|
$
|
13.73
|
|
|
|
|
|
|
|
Outstanding as of September 30, 2018
|
3,268,987
|
|
|
$
|
10.21
|
|
|
4.25
|
|
$
|
6,220
|
|
Vested or expected to vest at September 30, 2018
|
3,232,308
|
|
|
$
|
10.19
|
|
|
4.20
|
|
$
|
6,220
|
|
Options exercisable at September 30, 2018
|
2,625,887
|
|
|
$
|
9.61
|
|
|
3.11
|
|
$
|
6,220
|
|
|
Stock Option Plan
|
||||||||||
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||
|
September 30,
|
|
September 30,
|
||||||||
|
2018
|
|
2018
|
|
2017
|
||||||
Stock Option Plan
|
|
|
|
|
|
|
|
|
|||
Expected stock price volatility
|
32
|
%
|
|
24% - 32%
|
|
|
32
|
%
|
|||
Risk free interest rate
|
2.8
|
%
|
|
2.6% - 2.8%
|
|
|
1.8% - 1.9%
|
|
|||
Expected term (in years)
|
5.8
|
|
|
5.8
|
|
|
5.3 - 5.4
|
|
|||
Weighted-average fair value of stock options granted to employees
|
$
|
4.34
|
|
|
$
|
4.23
|
|
|
$
|
4.12
|
|
|
Employee Stock Purchase Plan
|
||||||
|
Nine Months Ended
|
||||||
|
September 30,
|
||||||
|
2018
|
|
2017
|
||||
Employee Stock Purchase Plan
|
|
|
|
|
|
||
Expected stock price volatility
|
27
|
%
|
|
27
|
%
|
||
Risk free interest rate
|
2.05
|
%
|
|
0.98
|
%
|
||
Expected term (in years)
|
0.5
|
|
|
0.5
|
|
||
Weighted-average fair value of purchase rights granted under the purchase plan
|
$
|
3.14
|
|
|
$
|
2.87
|
|
Nonvested Equity Stock and Stock Units
|
|
Shares
|
|
Weighted-
Average
Grant-Date
Fair Value
|
|||
Nonvested at December 31, 2017
|
|
5,861,349
|
|
|
$
|
12.68
|
|
Granted
|
|
2,736,212
|
|
|
$
|
13.00
|
|
Vested
|
|
(1,381,795
|
)
|
|
$
|
12.36
|
|
Forfeited
|
|
(2,027,435
|
)
|
|
$
|
12.97
|
|
Nonvested at September 30, 2018
|
|
5,188,331
|
|
|
$
|
12.83
|
|
|
Employee
Severance
and Related Benefits
|
|
Facilities and Other
|
|
Total
|
||||||
|
(In thousands)
|
||||||||||
Balance at December 31, 2017
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Charges
|
2,234
|
|
|
1,178
|
|
|
3,412
|
|
|||
Payments
|
(2,055
|
)
|
|
(217
|
)
|
|
(2,272
|
)
|
|||
Non-cash settlements
|
—
|
|
|
(670
|
)
|
*
|
(670
|
)
|
|||
Balance at September 30, 2018
|
$
|
179
|
|
|
$
|
291
|
|
|
$
|
470
|
|
•
|
Revenue of $59.8 million;
|
•
|
Total operating costs and expenses of $78.9 million;
|
•
|
Diluted net loss per share of $0.97;
|
•
|
Cash flows provided by operating activities of approximately $31.6 million; and
|
•
|
Unbilled receivables of $699.9 million as of September 30, 2018.
|
•
|
Revenue recognized for certain patent and technology licensing arrangements has changed under the New Revenue Standard. Revenue for (i) fixed-fee arrangements (including arrangements that include minimum guaranteed amounts), (ii) variable royalty arrangements that we have concluded are fixed in substance and (iii) the fixed portion of hybrid fixed/variable arrangements is recognized upon control over the underlying intellectual property (“IP”) use right transferring to the licensee rather than upon billing under ASC 605, net of the effect of significant financing components calculated using customer-specific, risk-adjusted lending rates and recognized over time on an effective rate basis. As a consequence of the acceleration of revenue recognition and for matching purposes, all withholding taxes to be paid over the term of these licensing arrangements were expensed on the date the licensing revenue was recognized.
|
•
|
Adoption of the New Revenue Standard resulted in revenue recognition being accelerated for variable royalties and the variable portion of hybrid fixed/variable patent and technology licensing arrangements. Under the New Revenue Standard, royalty revenue is being recognized on the basis of management’s estimates of sales or usage, as applicable, of the licensed IP in the period of reference, with a true-up being recorded in subsequent periods based on actual sales or usage as reported by licensees (rather than upon receiving royalty reports from licensees as was the case under ASC 605).
|
•
|
Adoption of the New Revenue Standard also resulted in revenue recognition being accelerated for certain professional services arrangements, including arrangements consisting of significant software customization or modification and development arrangements. Under the New Revenue Standard, such arrangements are accounted for based on man-days incurred during the reporting period as compared to estimated total man-days necessary for contract completion, as the customer either controls the asset as it is created or enhanced by us or, where the asset has no alternative use to us, we are entitled to payment for performance to date and expect to fulfill the contract. Revenue recognition is no longer capped to the lesser of inputs in the period or accepted billable project milestones as was the case under ASC 605.
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||
|
September 30,
|
|
September 30,
|
||||||||
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||
Revenue:
|
|
|
|
|
|
|
|
|
|
|
|
Royalties
|
56.2
|
%
|
|
73.4
|
%
|
|
52.3
|
%
|
|
72.7
|
%
|
Product revenue
|
19.7
|
%
|
|
8.7
|
%
|
|
16.7
|
%
|
|
9.6
|
%
|
Contract and other revenue
|
24.1
|
%
|
|
17.9
|
%
|
|
31.0
|
%
|
|
17.7
|
%
|
Total revenue
|
100.0
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
Operating costs and expenses:
|
|
|
|
|
|
|
|
|
|
|
|
Cost of product revenue*
|
9.0
|
%
|
|
5.2
|
%
|
|
8.6
|
%
|
|
6.1
|
%
|
Cost of contract and other revenue
|
10.0
|
%
|
|
14.6
|
%
|
|
17.9
|
%
|
|
14.9
|
%
|
Research and development*
|
72.2
|
%
|
|
36.5
|
%
|
|
74.4
|
%
|
|
37.7
|
%
|
Sales, general and administrative*
|
40.9
|
%
|
|
27.0
|
%
|
|
48.7
|
%
|
|
28.2
|
%
|
Gain from sale of intellectual property
|
—
|
%
|
|
(0.5
|
)%
|
|
—
|
%
|
|
(0.2
|
)%
|
Restructuring charges
|
—
|
%
|
|
—
|
%
|
|
1.4
|
%
|
|
—
|
%
|
Total operating costs and expenses
|
132.1
|
%
|
|
82.8
|
%
|
|
151.0
|
%
|
|
86.7
|
%
|
Operating income (loss)
|
(32.1
|
)%
|
|
17.2
|
%
|
|
(51.0
|
)%
|
|
13.3
|
%
|
Interest income and other income (expense), net
|
13.4
|
%
|
|
0.2
|
%
|
|
15.6
|
%
|
|
0.2
|
%
|
Interest expense
|
(6.7
|
)%
|
|
(3.3
|
)%
|
|
(8.0
|
)%
|
|
(3.4
|
)%
|
Interest and other income (expense), net
|
6.7
|
%
|
|
(3.1
|
)%
|
|
7.6
|
%
|
|
(3.2
|
)%
|
Income (loss) before income taxes
|
(25.4
|
)%
|
|
14.1
|
%
|
|
(43.4
|
)%
|
|
10.1
|
%
|
Provision for income taxes
|
150.2
|
%
|
|
6.3
|
%
|
|
52.6
|
%
|
|
5.5
|
%
|
Net income (loss)
|
(175.6
|
)%
|
|
7.8
|
%
|
|
(96.0
|
)%
|
|
4.6
|
%
|
Cost of product revenue
|
0.0
|
%
|
|
0.0
|
%
|
|
0.0
|
%
|
|
0.0
|
%
|
Research and development
|
5.3
|
%
|
|
3.0
|
%
|
|
5.9
|
%
|
|
3.1
|
%
|
Sales, general and administrative
|
5.0
|
%
|
|
4.0
|
%
|
|
3.6
|
%
|
|
3.8
|
%
|
|
|
Three Months Ended
|
|
|
|
Nine Months Ended
|
|
|
||||||||||||||
|
|
September 30,
|
|
Change in
|
|
September 30,
|
|
Change in
|
||||||||||||||
(Dollars in millions)
|
|
2018
|
|
2017
|
|
Percentage
|
|
2018
|
|
2017
|
|
Percentage
|
||||||||||
Total Revenue
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Royalties
|
|
$
|
33.6
|
|
|
$
|
72.8
|
|
|
(53.8
|
)%
|
|
$
|
85.0
|
|
|
$
|
211.7
|
|
|
(59.8
|
)%
|
Product revenue
|
|
11.8
|
|
|
8.6
|
|
|
35.7
|
%
|
|
27.1
|
|
|
28.0
|
|
|
(2.9
|
)%
|
||||
Contract and other revenue
|
|
14.4
|
|
|
17.7
|
|
|
(18.6
|
)%
|
|
50.5
|
|
|
51.5
|
|
|
(2.0
|
)%
|
||||
Total revenue
|
|
$
|
59.8
|
|
|
$
|
99.1
|
|
|
(39.7
|
)%
|
|
$
|
162.6
|
|
|
$
|
291.2
|
|
|
(44.1
|
)%
|
|
|
Three Months Ended
|
|
|
|
Nine Months Ended
|
|
|
||||||||||||||
|
|
September 30,
|
|
Change in
|
|
September 30,
|
|
Change in
|
||||||||||||||
(Dollars in millions)
|
|
2018
|
|
2017
|
|
Percentage
|
|
2018
|
|
2017
|
|
Percentage
|
||||||||||
Cost of product revenue
|
|
$
|
5.4
|
|
|
$
|
5.2
|
|
|
4.3
|
%
|
|
$
|
13.9
|
|
|
$
|
17.9
|
|
|
(22.1
|
)%
|
|
|
Three Months Ended
|
|
|
|
Nine Months Ended
|
|
|
||||||||||||||
|
|
September 30,
|
|
Change in
|
|
September 30,
|
|
Change in
|
||||||||||||||
(Dollars in millions)
|
|
2018
|
|
2017
|
|
Percentage
|
|
2018
|
|
2017
|
|
Percentage
|
||||||||||
Engineering costs
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Cost of contract and other revenue
|
|
$
|
2.1
|
|
|
$
|
5.7
|
|
|
(64.7
|
)%
|
|
$
|
9.4
|
|
|
$
|
17.0
|
|
|
(44.8
|
)%
|
Amortization of intangible assets
|
|
3.9
|
|
|
8.8
|
|
|
(54.9
|
)%
|
|
19.8
|
|
|
26.3
|
|
|
(24.6
|
)%
|
||||
Stock-based compensation
|
|
0.0
|
|
|
0.0
|
|
|
—
|
%
|
|
0.0
|
|
|
0.0
|
|
|
—
|
%
|
||||
Total cost of contract and other revenue
|
|
6.0
|
|
|
14.5
|
|
|
(58.8
|
)%
|
|
29.2
|
|
|
43.3
|
|
|
(32.6
|
)%
|
||||
Research and development
|
|
39.9
|
|
|
33.2
|
|
|
20.2
|
%
|
|
111.2
|
|
|
100.7
|
|
|
10.5
|
%
|
||||
Stock-based compensation
|
|
3.2
|
|
|
3.0
|
|
|
7.2
|
%
|
|
9.7
|
|
|
9.0
|
|
|
6.8
|
%
|
||||
Total research and development
|
|
43.1
|
|
|
36.2
|
|
|
19.2
|
%
|
|
120.9
|
|
|
109.7
|
|
|
10.2
|
%
|
||||
Total engineering costs
|
|
$
|
49.1
|
|
|
$
|
50.7
|
|
|
(3.1
|
)%
|
|
$
|
150.1
|
|
|
$
|
153.0
|
|
|
(1.9
|
)%
|
|
|
Three Months Ended
|
|
|
|
Nine Months Ended
|
|
|
||||||||||||||
|
|
September 30,
|
|
Change in
|
|
September 30,
|
|
Change in
|
||||||||||||||
(Dollars in millions)
|
|
2018
|
|
2017
|
|
Percentage
|
|
2018
|
|
2017
|
|
Percentage
|
||||||||||
Sales, general and administrative costs
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Sales, general and administrative costs
|
|
$
|
21.5
|
|
|
$
|
22.8
|
|
|
(6.0
|
)%
|
|
$
|
73.2
|
|
|
$
|
71.0
|
|
|
3.0
|
%
|
Stock-based compensation
|
|
3.0
|
|
|
4.0
|
|
|
(24.5
|
)%
|
|
5.9
|
|
|
11.1
|
|
|
(46.5
|
)%
|
||||
Total sales, general and administrative costs
|
|
$
|
24.5
|
|
|
$
|
26.8
|
|
|
(8.7
|
)%
|
|
$
|
79.1
|
|
|
$
|
82.1
|
|
|
(3.6
|
)%
|
|
|
Three Months Ended
|
|
|
|
Nine Months Ended
|
|
|
||||||||||||||
|
|
September 30,
|
|
Change in
|
|
September 30,
|
|
Change in
|
||||||||||||||
(Dollars in millions)
|
|
2018
|
|
2017
|
|
Percentage
|
|
2018
|
|
2017
|
|
Percentage
|
||||||||||
Restructuring charges
|
|
$
|
—
|
|
|
$
|
—
|
|
|
—
|
%
|
|
$
|
2.2
|
|
|
$
|
—
|
|
|
100.0
|
%
|
|
|
Three Months Ended
|
|
|
|
Nine Months Ended
|
|
|
||||||||||||||
|
|
September 30,
|
|
Change in
|
|
September 30,
|
|
Change in
|
||||||||||||||
(Dollars in millions)
|
|
2018
|
|
2017
|
|
Percentage
|
|
2018
|
|
2017
|
|
Percentage
|
||||||||||
Interest income and other income (expense), net
|
|
$
|
8.0
|
|
|
$
|
0.2
|
|
|
NM*
|
|
|
$
|
25.3
|
|
|
$
|
0.5
|
|
|
NM*
|
|
Interest expense
|
|
(4.0
|
)
|
|
(3.3
|
)
|
|
21.0
|
%
|
|
(13.0
|
)
|
|
(9.8
|
)
|
|
33.6
|
%
|
||||
Interest and other income (expense), net
|
|
$
|
4.0
|
|
|
$
|
(3.1
|
)
|
|
NM*
|
|
|
$
|
12.3
|
|
|
$
|
(9.3
|
)
|
|
NM*
|
|
*
|
NM — percentage is not meaningful
|
|
|
Three Months Ended
|
|
|
|
Nine Months Ended
|
|
|
||||||||||||
|
|
September 30,
|
|
Change in
|
|
September 30,
|
|
Change in
|
||||||||||||
(Dollars in millions)
|
|
2018
|
|
2017
|
|
Percentage
|
|
2018
|
|
2017
|
|
Percentage
|
||||||||
Provision for income taxes
|
|
$
|
89.8
|
|
|
$
|
6.2
|
|
|
NM*
|
|
$
|
85.5
|
|
|
$
|
16.1
|
|
|
NM*
|
Effective tax rate
|
|
(593.0
|
)%
|
|
44.8
|
%
|
|
|
|
(121.4
|
)%
|
|
54.8
|
%
|
|
|
*
|
NM — percentage is not meaningful
|
|
As of
|
||||||
|
September 30,
2018 |
|
December 31,
2017 |
||||
|
(In millions)
|
||||||
Cash and cash equivalents
|
$
|
134.5
|
|
|
$
|
225.9
|
|
Marketable securities
|
113.7
|
|
|
103.5
|
|
||
Total cash, cash equivalents, and marketable securities
|
$
|
248.2
|
|
|
$
|
329.4
|
|
|
Nine Months Ended
|
||||||
|
September 30,
|
||||||
|
2018
|
|
2017
|
||||
|
(In millions)
|
||||||
Net cash provided by operating activities
|
$
|
52.1
|
|
|
$
|
57.8
|
|
Net cash provided by (used in) investing activities
|
$
|
(13.9
|
)
|
|
$
|
31.0
|
|
Net cash used in financing activities
|
$
|
(128.7
|
)
|
|
$
|
(43.4
|
)
|
|
Total
|
|
Remainder
of 2018
|
|
2019
|
|
2020
|
|
2021
|
|
2022
|
|
Thereafter
|
||||||||||||||
Contractual obligations (1)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Imputed financing obligation (2)
|
$
|
11,102
|
|
|
$
|
1,631
|
|
|
$
|
6,602
|
|
|
$
|
2,869
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Leases and other contractual obligations
|
23,844
|
|
|
4,932
|
|
|
5,518
|
|
|
4,558
|
|
|
4,683
|
|
|
3,291
|
|
|
862
|
|
|||||||
Software licenses (3)
|
6,324
|
|
|
2,792
|
|
|
3,532
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Convertible notes
|
172,500
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
172,500
|
|
|||||||
Interest payments related to convertible notes
|
10,680
|
|
|
—
|
|
|
2,372
|
|
|
2,372
|
|
|
2,372
|
|
|
2,372
|
|
|
1,192
|
|
|||||||
Total
|
$
|
224,450
|
|
|
$
|
9,355
|
|
|
$
|
18,024
|
|
|
$
|
9,799
|
|
|
$
|
7,055
|
|
|
$
|
5,663
|
|
|
$
|
174,554
|
|
(1)
|
The above table does not reflect possible payments in connection with uncertain tax benefits of approximately
$23.7 million
including
$21.6 million
recorded as a reduction of long-term deferred tax assets and
$2.1 million
in long-term income taxes payable as of
September 30, 2018
. As noted in Note 13, “Income Taxes,” of Notes to Unaudited Condensed Consolidated Financial Statements of this Form 10-Q, although it is possible that some of the unrecognized tax benefits could be settled within the next 12 months, we cannot reasonably estimate the outcome at this time.
|
(2)
|
With respect to the imputed financing obligation, the main components of the difference between the amount reflected in the contractual obligations table and the amount reflected on the unaudited condensed consolidated balance sheets are the interest on the imputed financing obligation and the estimated common area expenses over the future periods. The amount includes the amended Ohio lease and the amended Sunnyvale lease.
|
(3)
|
We have commitments with various software vendors for agreements generally having terms longer than
one
year.
|
•
|
expenditure of significant financial and research and development resources in efforts to analyze, correct, eliminate or work around breaches, errors, bugs or defects or to address and eliminate vulnerabilities;
|
•
|
financial liability to customers for breach of certain contract provisions, including indemnification obligations;
|
•
|
loss of existing or potential customers;
|
•
|
delayed or lost revenue;
|
•
|
delay or failure to attain market acceptance;
|
•
|
negative publicity, which would harm our reputation; and
|
•
|
litigation, regulatory inquiries or investigations that would be costly and harm our reputation.
|
•
|
hiring, maintaining and managing a workforce and facilities remotely and under various legal systems, including compliance with local labor and employment laws;
|
•
|
non-compliance with our code of conduct or other corporate policies;
|
•
|
natural disasters, acts of war, terrorism, widespread illness or security breaches;
|
•
|
export controls, tariffs, import and licensing restrictions and other trade barriers;
|
•
|
profits, if any, earned abroad being subject to local tax laws and not being repatriated to the United States or, if repatriation is possible, limited in amount;
|
•
|
adverse tax treatment of revenue from international sources and changes to tax codes, including being subject to foreign tax laws and being liable for paying withholding, income or other taxes in foreign jurisdictions;
|
•
|
unanticipated changes in foreign government laws and regulations;
|
•
|
increased financial accounting and reporting burdens and complexities;
|
•
|
lack of protection of our intellectual property and other contract rights by jurisdictions in which we may do business to the same extent as the laws of the United States;
|
•
|
potential vulnerability to computer system, internet or other systemic attacks, such as denial of service, viruses or other malware which may be caused by criminals, terrorists or other sophisticated organizations;
|
•
|
social, political and economic instability;
|
•
|
geopolitical issues, including changes in diplomatic and trade relationships; and
|
•
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cultural differences in the conduct of business both with customers and in conducting business in our international facilities and international sales offices.
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•
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any progress, or lack of progress, real or perceived, in the development of products that incorporate our innovations and technology companies' acceptance of our products, including the results of our efforts to expand into new target markets;
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•
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our signing or not signing new licenses and the loss of strategic relationships with any customer;
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•
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announcements of technological innovations or new products by us, our customers or our competitors;
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•
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changes in our strategies, including changes in our licensing focus and/or acquisitions of companies with business models or target markets different from our own;
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•
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positive or negative reports by securities analysts as to our expected financial results and business developments;
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•
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developments with respect to patents or proprietary rights and other events or factors;
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•
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new litigation and the unpredictability of litigation results or settlements;
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•
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repurchases of our common stock on the open market, including the rate of any such repurchases;
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•
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issuance of additional securities by us, including in acquisitions; and
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•
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changes in accounting pronouncements, including implementation of the New Revenue Standard.
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•
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we may be more vulnerable to economic downturns, less able to withstand competitive pressures and less flexible in responding to changing business and economic conditions;
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•
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our ability to obtain additional financing in the future for working capital, capital expenditures, acquisitions, litigation, general corporate or other purposes may be limited;
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•
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a substantial portion of our cash flows from operations in the future may be required for the payment of interest and principal when due at maturity in February 2023; and
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•
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we may be required to make cash payments upon any conversion of the 2023 Notes, which would reduce our cash on hand.
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•
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our board of directors is authorized, without prior stockholder approval, to create and issue preferred stock, commonly referred to as “blank check” preferred stock, with rights senior to those of common stock, which means that a stockholder rights plan could be implemented by our board;
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•
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our board of directors is staggered into two classes, only one of which is elected at each annual meeting;
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•
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stockholder action by written consent is prohibited;
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•
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nominations for election to our board of directors and the submission of matters to be acted upon by stockholders at a meeting are subject to advance notice requirements;
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•
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certain provisions in our bylaws and certificate of incorporation such as notice to stockholders, the ability to call a stockholder meeting, advance notice requirements and action of stockholders by written consent may only be amended with the approval of stockholders holding 66 2/3% of our outstanding voting stock;
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•
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our stockholders have no authority to call special meetings of stockholders; and
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•
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our board of directors is expressly authorized to make, alter or repeal our bylaws.
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•
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any current or future U.S. or foreign patent applications will be approved and not be challenged by third parties;
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•
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our issued patents will protect our intellectual property and not be challenged by third parties;
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•
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the validity of our patents will be upheld;
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•
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our patents will not be declared unenforceable;
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•
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the patents of others will not have an adverse effect on our ability to do business;
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•
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Congress or the U.S. courts or foreign countries will not change the nature or scope of rights afforded patents or patent owners or alter in an adverse way the process for seeking or enforcing patents;
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•
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changes in law will not be implemented, or changes in interpretation of such laws will occur, that will affect our ability to protect and enforce our patents and other intellectual property;
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•
|
new legal theories and strategies utilized by our competitors will not be successful;
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•
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others will not independently develop similar or competing chip interfaces or design around any patents that may be issued to us; or
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•
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factors such as difficulty in obtaining cooperation from inventors, pre-existing challenges or litigation, or license or other contract issues will not present additional challenges in securing protection with respect to patents and other intellectual property that we acquire.
|
Period
|
|
Total Number of Shares Purchased
|
|
Average Price Paid per Share
|
|
Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs
|
|
Maximum Number of Shares that May Yet be Purchased Under the Plans or Programs
|
|||
|
|
|
|
|
|
|
|
|
|||
Cumulative shares repurchased as of December 31, 2017
|
|
12,565,372
|
|
|
$11.94
|
|
12,565,372
|
|
|
7,434,628
|
|
January 1, 2018 - March 31, 2018 (1)
|
|
3,117,693
|
|
|
$13.21
|
|
3,117,693
|
|
|
4,316,935
|
|
April 1, 2018 - June 30, 2018 (1)
|
|
667,653
|
|
|
$13.21
|
|
667,653
|
|
|
3,649,282
|
|
Cumulative shares repurchased as of September 30, 2018
|
|
16,350,718
|
|
|
|
|
16,350,718
|
|
|
|
Exhibit
Number
|
|
Description of Document
|
|
|
|
|
Employment Agreement between the Company and Luc Seraphin dated as of August 2, 2018.
|
|
|
|
|
|
Employment Agreement between the Company and Luc Seraphin dated as of October 25, 2018.
|
|
|
|
|
|
Amended and Restated Change of Control Severance Agreement between the Company and Luc Seraphin dated as of October 25, 2018.
|
|
|
|
|
|
Certification of Principal Executive Officer, pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
|
|
Certification of Principal Financial Officer, pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
|
|
Certification of Principal Executive Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
|
|
Certification of Principal Financial Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
|
101.INS
|
|
XBRL Instance Document
|
|
|
|
101.SCH
|
|
XBRL Taxonomy Extension Schema Document
|
|
|
|
101.CAL
|
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
|
|
|
101.LAB
|
|
XBRL Taxonomy Extension Label Linkbase Document
|
|
|
|
101.PRE
|
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
|
|
|
101.DEF
|
|
XBRL Taxonomy Extension Definition Linkbase Document
|
*
|
The certifications furnished in Exhibit 32.1 and 32.2 hereto are deemed to accompany this Quarterly Report on Form 10-Q and will not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended. Such certifications will not be deemed to be incorporated by reference into any filings under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except to the extent that the registrant specifically incorporates it by reference.
|
#
|
Indicates management contract.
|
(1)
|
Incorporated by reference to Exhibit 10.1 of Form 8-K filed on October 29, 2018.
|
(2)
|
Incorporated by reference to Exhibit 10.2 of Form 8-K filed on October 29, 2018.
|
|
RAMBUS INC.
|
|
|
|
|
Date: November 2, 2018
|
By:
|
/s/ Rahul Mathur
|
|
|
Rahul Mathur
|
|
|
Senior Vice President, Finance and Chief Financial Officer
|
|
|
(Principal Financial Officer and Duly Authorized Officer)
|
|
|
|
|
|
|
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