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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 | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 56.08 | 54.00 | 57.08 | 79 | 13:31:52 |
Delaware
|
|
94-3112828
|
(State or other jurisdiction of incorporation or organization)
|
|
(I.R.S. Employer Identification No.)
|
1050 Enterprise Way
|
|
94089
|
||
Suite 700
|
|
|
||
Sunnyvale
|
,
|
California
|
|
|
(Address of principal executive offices)
|
|
(ZIP Code)
|
Title of Each Class
|
Trading Symbol
|
Name of Each Exchange on Which Registered
|
Common Stock, $.001 Par Value
|
RMBS
|
The NASDAQ Stock Market LLC
|
|
|
(The NASDAQ Global Select Market)
|
Large accelerated filer
|
☒
|
|
Accelerated filer
|
☐
|
|
|
|
|
|
Non-accelerated filer
|
☐
|
|
Smaller reporting company
|
☐
|
|
|
|
|
|
Emerging growth company
|
☐
|
|
|
|
|
PAGE
|
Condensed Consolidated Balance Sheets as of March 31, 2020 and December 31, 2019
|
|
Condensed Consolidated Statements of Operations for the three months ended March 31, 2020 and 2019
|
|
Condensed Consolidated Statements of Comprehensive Income (Loss) for the three months ended March 31, 2020 and 2019
|
|
Condensed Consolidated Statements of Stockholders’ Equity for three months ended March 31, 2020 and 2019
|
|
Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2020 and 2019
|
|
•
|
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;
|
•
|
Impairment of goodwill and long-lived assets;
|
•
|
Pricing policies of our customers;
|
•
|
Changes in our strategy and business model, including the expansion of our portfolio of inventions, products, software, services and solutions to address additional markets in memory, chip and security;
|
•
|
Deterioration of financial health of commercial counterparties and their ability to meet their obligations to us;
|
•
|
Effects of security breaches or failures in our or our customers’ products and services on our business;
|
•
|
Engineering, sales 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;
|
•
|
Impact of the Novel Coronavirus (COVID-19) pandemic on our business operations and financial results;
|
•
|
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;
|
•
|
Effective tax rates, including as a result of recent U.S. tax legislation;
|
•
|
Restructurings and plans of termination;
|
•
|
Realization of deferred tax assets/release of deferred tax valuation allowance;
|
•
|
Trading price of our common stock;
|
•
|
Internal control environment;
|
•
|
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; and
|
•
|
Outcome and effect of potential future intellectual property litigation and other significant litigation.
|
|
March 31,
2020 |
|
December 31,
2019 |
||||
|
(In thousands, except shares
and par value)
|
||||||
ASSETS
|
|
|
|
|
|
||
Current assets:
|
|
|
|
|
|
||
Cash and cash equivalents
|
$
|
175,446
|
|
|
$
|
102,176
|
|
Marketable securities
|
259,999
|
|
|
305,488
|
|
||
Accounts receivable
|
44,364
|
|
|
44,039
|
|
||
Unbilled receivables
|
172,042
|
|
|
184,366
|
|
||
Inventories
|
9,848
|
|
|
10,086
|
|
||
Prepaids and other current assets
|
17,057
|
|
|
18,524
|
|
||
Total current assets
|
678,756
|
|
|
664,679
|
|
||
Intangible assets, net
|
50,208
|
|
|
54,900
|
|
||
Goodwill
|
183,465
|
|
|
183,465
|
|
||
Property, plant and equipment, net
|
47,743
|
|
|
44,714
|
|
||
Operating lease right-of-use assets
|
34,493
|
|
|
37,020
|
|
||
Deferred tax assets
|
4,541
|
|
|
4,574
|
|
||
Unbilled receivables, long-term
|
314,706
|
|
|
343,703
|
|
||
Other assets
|
5,579
|
|
|
5,931
|
|
||
Total assets
|
$
|
1,319,491
|
|
|
$
|
1,338,986
|
|
LIABILITIES & STOCKHOLDERS’ EQUITY
|
|
|
|
|
|
||
Current liabilities:
|
|
|
|
|
|
||
Accounts payable
|
$
|
15,730
|
|
|
$
|
9,549
|
|
Accrued salaries and benefits
|
12,411
|
|
|
20,291
|
|
||
Deferred revenue
|
10,121
|
|
|
11,947
|
|
||
Income taxes payable
|
19,892
|
|
|
19,142
|
|
||
Operating lease liabilities
|
5,194
|
|
|
6,357
|
|
||
Other current liabilities
|
16,715
|
|
|
18,893
|
|
||
Total current liabilities
|
80,063
|
|
|
86,179
|
|
||
Convertible notes
|
150,561
|
|
|
148,788
|
|
||
Long-term operating lease liabilities
|
38,074
|
|
|
39,889
|
|
||
Long-term income taxes payable
|
55,163
|
|
|
60,094
|
|
||
Deferred tax liabilities
|
14,140
|
|
|
13,846
|
|
||
Other long-term liabilities
|
15,792
|
|
|
19,272
|
|
||
Total liabilities
|
353,793
|
|
|
368,068
|
|
||
Commitments and contingencies (Notes 9, 11 and 15)
|
|
|
|
|
|
||
Stockholders’ equity:
|
|
|
|
|
|
||
Convertible preferred stock, $.001 par value:
|
|
|
|
|
|
||
Authorized: 5,000,000 shares
|
|
|
|
|
|
||
Issued and outstanding: no shares at March 31, 2020 and December 31, 2019
|
—
|
|
|
—
|
|
||
Common stock, $.001 par value:
|
|
|
|
|
|
||
Authorized: 500,000,000 shares
|
|
|
|
|
|
||
Issued and outstanding: 113,275,229 shares at March 31, 2020 and 112,131,352 shares at December 31, 2019
|
113
|
|
|
112
|
|
||
Additional paid-in capital
|
1,264,000
|
|
|
1,261,142
|
|
||
Accumulated deficit
|
(298,227
|
)
|
|
(290,244
|
)
|
||
Accumulated other comprehensive loss
|
(188
|
)
|
|
(92
|
)
|
||
Total stockholders’ equity
|
965,698
|
|
|
970,918
|
|
||
Total liabilities and stockholders’ equity
|
$
|
1,319,491
|
|
|
$
|
1,338,986
|
|
|
Three Months Ended
|
||||||
|
March 31,
|
||||||
|
2020
|
|
2019
|
||||
|
(In thousands, except per share amounts)
|
||||||
Revenue:
|
|
|
|
|
|
||
Royalties
|
$
|
19,694
|
|
|
$
|
24,853
|
|
Product revenue
|
30,728
|
|
|
8,964
|
|
||
Contract and other revenue
|
13,567
|
|
|
14,567
|
|
||
Total revenue
|
63,989
|
|
|
48,384
|
|
||
Cost of revenue:
|
|
|
|
|
|
||
Cost of product revenue*
|
10,343
|
|
|
4,427
|
|
||
Cost of contract and other revenue
|
1,198
|
|
|
2,908
|
|
||
Amortization of acquired intangible assets
|
4,344
|
|
|
3,863
|
|
||
Total cost of revenue
|
15,885
|
|
|
11,198
|
|
||
Gross profit
|
48,104
|
|
|
37,186
|
|
||
Operating expenses:
|
|
|
|
||||
Research and development*
|
36,664
|
|
|
40,619
|
|
||
Sales, general and administrative*
|
22,895
|
|
|
26,520
|
|
||
Amortization of acquired intangible assets
|
348
|
|
|
1,125
|
|
||
Restructuring charges
|
836
|
|
|
331
|
|
||
Change in fair value of earn-out liability
|
(1,800
|
)
|
|
—
|
|
||
Total operating expenses
|
58,943
|
|
|
68,595
|
|
||
Operating loss
|
(10,839
|
)
|
|
(31,409
|
)
|
||
Interest income and other income (expense), net
|
6,374
|
|
|
7,413
|
|
||
Interest expense
|
(2,555
|
)
|
|
(2,271
|
)
|
||
Interest and other income (expense), net
|
3,819
|
|
|
5,142
|
|
||
Loss before income taxes
|
(7,020
|
)
|
|
(26,267
|
)
|
||
Provision for income taxes
|
963
|
|
|
309
|
|
||
Net loss
|
$
|
(7,983
|
)
|
|
$
|
(26,576
|
)
|
Net loss per share:
|
|
|
|
|
|
||
Basic
|
$
|
(0.07
|
)
|
|
$
|
(0.24
|
)
|
Diluted
|
$
|
(0.07
|
)
|
|
$
|
(0.24
|
)
|
Weighted average shares used in per share calculation:
|
|
|
|
|
|
||
Basic
|
112,907
|
|
|
109,692
|
|
||
Diluted
|
112,907
|
|
|
109,692
|
|
Cost of product revenue
|
$
|
—
|
|
|
$
|
1
|
|
Research and development
|
$
|
2,613
|
|
|
$
|
3,210
|
|
Sales, general and administrative
|
$
|
3,459
|
|
|
$
|
3,978
|
|
|
|
Three Months Ended
|
||||||
|
|
March 31,
|
||||||
(In thousands)
|
|
2020
|
|
2019
|
||||
Net loss
|
|
$
|
(7,983
|
)
|
|
$
|
(26,576
|
)
|
Other comprehensive income (loss):
|
|
|
|
|
|
|
||
Foreign currency translation adjustment
|
|
—
|
|
|
1,575
|
|
||
Unrealized gain (loss) on marketable securities, net of tax
|
|
(96
|
)
|
|
48
|
|
||
Total comprehensive loss
|
|
$
|
(8,079
|
)
|
|
$
|
(24,953
|
)
|
|
For the Three Months Ended March 31, 2020
|
|||||||||||||||||||||
|
Common Stock
|
|
Additional Paid-in Capital
|
|
Accumulated Deficit
|
|
Accumulated Other Comprehensive Loss
|
|
|
|||||||||||||
|
Shares
|
|
Amount
|
|
|
|
|
Total
|
||||||||||||||
|
(In thousands)
|
|||||||||||||||||||||
Balances at December 31, 2019
|
112,131
|
|
|
$
|
112
|
|
|
$
|
1,261,142
|
|
|
$
|
(290,244
|
)
|
|
$
|
(92
|
)
|
|
$
|
970,918
|
|
Net loss
|
—
|
|
|
—
|
|
|
—
|
|
|
(7,983
|
)
|
|
—
|
|
|
(7,983
|
)
|
|||||
Unrealized loss on marketable securities, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(96
|
)
|
|
(96
|
)
|
|||||
Issuance of common stock upon exercise of options, equity stock and employee stock purchase plan
|
1,144
|
|
|
1
|
|
|
(3,214
|
)
|
|
—
|
|
|
—
|
|
|
(3,213
|
)
|
|||||
Stock-based compensation
|
—
|
|
|
—
|
|
|
6,072
|
|
|
—
|
|
|
—
|
|
|
6,072
|
|
|||||
Balances at March 31, 2020
|
113,275
|
|
|
$
|
113
|
|
|
$
|
1,264,000
|
|
|
$
|
(298,227
|
)
|
|
$
|
(188
|
)
|
|
$
|
965,698
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
|
For the Three Months Ended March 31, 2019
|
|||||||||||||||||||||
|
Common Stock
|
|
Additional Paid-in Capital
|
|
Accumulated Deficit
|
|
Accumulated Other Comprehensive Gain (Loss)
|
|
|
|||||||||||||
|
Shares
|
|
Amount
|
|
|
|
|
Total
|
||||||||||||||
|
(In thousands)
|
|||||||||||||||||||||
Balances at December 31, 2018
|
109,018
|
|
|
$
|
109
|
|
|
$
|
1,226,588
|
|
|
$
|
(204,294
|
)
|
|
$
|
(10,291
|
)
|
|
$
|
1,012,112
|
|
Net loss
|
—
|
|
|
—
|
|
|
—
|
|
|
(26,576
|
)
|
|
—
|
|
|
(26,576
|
)
|
|||||
Foreign currency translation adjustment
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,575
|
|
|
1,575
|
|
|||||
Unrealized gain on marketable securities, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
48
|
|
|
48
|
|
|||||
Issuance of common stock upon exercise of options, equity stock and employee stock purchase plan
|
1,378
|
|
|
1
|
|
|
1,069
|
|
|
—
|
|
|
—
|
|
|
1,070
|
|
|||||
Stock-based compensation
|
—
|
|
|
—
|
|
|
7,189
|
|
|
—
|
|
|
—
|
|
|
7,189
|
|
|||||
Cumulative effect adjustment from adoption of ASC 842
|
—
|
|
|
—
|
|
|
—
|
|
|
4,469
|
|
|
—
|
|
|
4,469
|
|
|||||
Balances at March 31, 2019
|
110,396
|
|
|
$
|
110
|
|
|
$
|
1,234,846
|
|
|
$
|
(226,401
|
)
|
|
$
|
(8,668
|
)
|
|
$
|
999,887
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
|
||||||
|
March 31,
|
||||||
|
2020
|
|
2019
|
||||
|
(In thousands)
|
||||||
Cash flows from operating activities:
|
|
|
|
|
|
||
Net loss
|
$
|
(7,983
|
)
|
|
$
|
(26,576
|
)
|
Adjustments to reconcile net loss to net cash provided by operating activities:
|
|
|
|
|
|
||
Stock-based compensation
|
6,072
|
|
|
7,189
|
|
||
Depreciation
|
7,300
|
|
|
4,809
|
|
||
Amortization of intangible assets
|
4,692
|
|
|
4,988
|
|
||
Non-cash interest expense and amortization of convertible debt issuance costs
|
1,773
|
|
|
1,678
|
|
||
Deferred income taxes
|
327
|
|
|
(214
|
)
|
||
Loss on equity investment
|
212
|
|
|
81
|
|
||
Loss from disposal of property, plant and equipment
|
—
|
|
|
98
|
|
||
Change in fair value of earn-out liability
|
(1,800
|
)
|
|
—
|
|
||
Change in operating assets and liabilities:
|
|
|
|
|
|
||
Accounts receivable
|
(325
|
)
|
|
7,372
|
|
||
Unbilled receivables
|
41,321
|
|
|
44,181
|
|
||
Prepaid expenses and other assets
|
1,854
|
|
|
(1,153
|
)
|
||
Inventories
|
238
|
|
|
(1,370
|
)
|
||
Accounts payable
|
416
|
|
|
2,171
|
|
||
Accrued salaries and benefits and other liabilities
|
(7,966
|
)
|
|
(4,699
|
)
|
||
Income taxes payable
|
(4,069
|
)
|
|
(3,939
|
)
|
||
Deferred revenue
|
(1,826
|
)
|
|
(3,571
|
)
|
||
Operating lease liabilities
|
(2,978
|
)
|
|
(2,284
|
)
|
||
Net cash provided by operating activities
|
37,258
|
|
|
28,761
|
|
||
Cash flows from investing activities:
|
|
|
|
|
|
||
Purchases of property, plant and equipment
|
(1,950
|
)
|
|
(664
|
)
|
||
Purchases of marketable securities
|
(169,866
|
)
|
|
(131,601
|
)
|
||
Maturities of marketable securities
|
215,164
|
|
|
130,772
|
|
||
Settlement of working capital adjustment from disposal of business
|
(1,131
|
)
|
|
—
|
|
||
Net cash provided by (used in) investing activities
|
42,217
|
|
|
(1,493
|
)
|
||
Cash flows from financing activities:
|
|
|
|
||||
Proceeds received from issuance of common stock under employee stock plans
|
4,005
|
|
|
4,856
|
|
||
Payments of taxes on restricted stock units
|
(7,218
|
)
|
|
(3,786
|
)
|
||
Payments under installment payment arrangement
|
(2,551
|
)
|
|
(1,240
|
)
|
||
Net cash used in financing activities
|
(5,764
|
)
|
|
(170
|
)
|
||
Effect of exchange rate changes on cash and cash equivalents
|
(452
|
)
|
|
—
|
|
||
Net increase in cash, cash equivalents and restricted cash
|
73,259
|
|
|
27,098
|
|
||
Cash, cash equivalents and restricted cash at beginning of period
|
102,518
|
|
|
116,252
|
|
||
Cash, cash equivalents and restricted cash at end of period
|
$
|
175,777
|
|
|
$
|
143,350
|
|
|
|
|
|
||||
Non-cash investing and financing activities during the period:
|
|
|
|
|
|
||
Property, plant and equipment received and accrued in accounts payable and other liabilities
|
$
|
33,190
|
|
|
$
|
6,828
|
|
|
|
|
|
||||
The following table provides a reconciliation of the cash, cash equivalents and restricted cash balances as of March 31, 2020 and December 31, 2019:
|
|
|
|
|
March 31,
2020 |
|
December 31,
2019 |
||||
Cash and cash equivalents
|
$
|
175,446
|
|
|
$
|
102,176
|
|
Restricted cash
|
331
|
|
|
342
|
|
||
Cash, cash equivalents and restricted cash
|
$
|
175,777
|
|
|
$
|
102,518
|
|
|
|
|
|
|
As of
|
||||||
(In thousands)
|
March 31, 2020
|
|
December 31, 2019
|
||||
Unbilled receivables
|
$
|
486,748
|
|
|
$
|
528,069
|
|
Deferred revenue
|
10,121
|
|
|
11,947
|
|
|
Three Months Ended March 31,
|
||||||
|
2020
|
|
2019
|
||||
Net loss per share:
|
|
|
|
||||
Numerator:
|
|
|
|
|
|
||
Net loss
|
$
|
(7,983
|
)
|
|
$
|
(26,576
|
)
|
Denominator:
|
|
|
|
||||
Weighted-average shares outstanding - basic
|
112,907
|
|
|
109,692
|
|
||
Effect of potential dilutive common shares
|
—
|
|
|
—
|
|
||
Weighted-average shares outstanding - diluted
|
112,907
|
|
|
109,692
|
|
||
Basic net loss per share
|
$
|
(0.07
|
)
|
|
$
|
(0.24
|
)
|
Diluted net loss per share
|
$
|
(0.07
|
)
|
|
$
|
(0.24
|
)
|
|
As of December 31, 2019
|
|
Additions to Goodwill
|
|
As of March 31, 2020
|
||||||
Total goodwill
|
$
|
183,465
|
|
|
$
|
—
|
|
|
$
|
183,465
|
|
|
As of
|
||||||||||
|
March 31, 2020
|
||||||||||
|
Gross Carrying Amount
|
|
Accumulated Impairment Losses
|
|
Net Carrying Amount
|
||||||
Total goodwill
|
$
|
205,235
|
|
|
$
|
(21,770
|
)
|
|
$
|
183,465
|
|
|
|
|
As of March 31, 2020
|
||||||||||
(In thousands)
|
Useful Life
|
|
Gross Carrying
Amount
|
|
Accumulated
Amortization
|
|
Net Carrying
Amount
|
||||||
Existing technology
|
3 to 10 years
|
|
$
|
262,789
|
|
|
$
|
(217,767
|
)
|
|
$
|
45,022
|
|
Customer contracts and contractual relationships
|
0.5 to 10 years
|
|
36,293
|
|
|
(33,707
|
)
|
|
2,586
|
|
|||
Non-compete agreements and trademarks
|
3 years
|
|
300
|
|
|
(300
|
)
|
|
—
|
|
|||
In-process research and development
|
Not applicable
|
|
2,600
|
|
|
—
|
|
|
2,600
|
|
|||
Total intangible assets
|
|
|
$
|
301,982
|
|
|
$
|
(251,774
|
)
|
|
$
|
50,208
|
|
|
|
|
As of December 31, 2019
|
||||||||||
(In thousands)
|
Useful Life
|
|
Gross Carrying
Amount
|
|
Accumulated
Amortization
|
|
Net Carrying
Amount
|
||||||
Existing technology
|
3 to 10 years
|
|
$
|
262,789
|
|
|
$
|
(213,354
|
)
|
|
$
|
49,435
|
|
Customer contracts and contractual relationships
|
0.5 to 10 years
|
|
36,293
|
|
|
(33,428
|
)
|
|
2,865
|
|
|||
Non-compete agreements and trademarks
|
3 years
|
|
300
|
|
|
(300
|
)
|
|
—
|
|
|||
In-process research and development
|
Not applicable
|
|
2,600
|
|
|
—
|
|
|
2,600
|
|
|||
Total intangible assets
|
|
|
$
|
301,982
|
|
|
$
|
(247,082
|
)
|
|
$
|
54,900
|
|
Years Ending December 31:
|
|
Amount
|
||
2020 (remaining nine months)
|
|
$
|
13,721
|
|
2021
|
|
14,411
|
|
|
2022
|
|
7,444
|
|
|
2023
|
|
6,740
|
|
|
2024
|
|
5,292
|
|
|
Thereafter
|
|
—
|
|
|
Total amortizable purchased intangible assets
|
|
$
|
47,608
|
|
In-process research and development
|
|
2,600
|
|
|
Total intangible assets
|
|
$
|
50,208
|
|
|
|
As of
|
||||
Customer
|
|
March 31, 2020
|
|
December 31, 2019
|
||
Customer 1
|
|
21
|
%
|
|
19
|
%
|
Customer 2
|
|
21
|
%
|
|
14
|
%
|
|
|
As of March 31, 2020
|
|||||||||||||||||
(In thousands)
|
|
Fair Value
|
|
Amortized
Cost
|
|
Gross
Unrealized
Gains
|
|
Gross
Unrealized
Losses
|
|
Weighted
Rate of
Return
|
|||||||||
Money market funds
|
|
$
|
22,143
|
|
|
$
|
22,143
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
0.32
|
%
|
U.S. Government bonds and notes
|
|
44,247
|
|
|
44,135
|
|
|
112
|
|
|
—
|
|
|
1.20
|
%
|
||||
Corporate notes, bonds, commercial paper and other
|
|
323,639
|
|
|
323,892
|
|
|
47
|
|
|
(300
|
)
|
|
1.61
|
%
|
||||
Total cash equivalents and marketable securities
|
|
390,029
|
|
|
390,170
|
|
|
159
|
|
|
(300
|
)
|
|
|
|
||||
Cash
|
|
45,416
|
|
|
45,416
|
|
|
—
|
|
|
—
|
|
|
|
|
||||
Total cash, cash equivalents and marketable securities
|
|
$
|
435,445
|
|
|
$
|
435,586
|
|
|
$
|
159
|
|
|
$
|
(300
|
)
|
|
|
|
|
|
As of December 31, 2019
|
|||||||||||||||||
(In thousands)
|
|
Fair Value
|
|
Amortized
Cost
|
|
Gross
Unrealized
Gains
|
|
Gross
Unrealized
Losses
|
|
Weighted
Rate of
Return
|
|||||||||
Money market funds
|
|
$
|
10,065
|
|
|
$
|
10,065
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
1.48
|
%
|
U.S. Government bonds and notes
|
|
39,086
|
|
|
39,087
|
|
|
—
|
|
|
(1
|
)
|
|
1.49
|
%
|
||||
Corporate notes, bonds, commercial paper and other
|
|
314,391
|
|
|
314,435
|
|
|
19
|
|
|
(63
|
)
|
|
1.81
|
%
|
||||
Total cash equivalents and marketable securities
|
|
363,542
|
|
|
363,587
|
|
|
19
|
|
|
(64
|
)
|
|
|
|
||||
Cash
|
|
44,122
|
|
|
44,122
|
|
|
—
|
|
|
—
|
|
|
|
|
||||
Total cash, cash equivalents and marketable securities
|
|
$
|
407,664
|
|
|
$
|
407,709
|
|
|
$
|
19
|
|
|
$
|
(64
|
)
|
|
|
|
|
|
As of
|
||||||
(In thousands)
|
|
March 31, 2020
|
|
December 31, 2019
|
||||
Cash equivalents
|
|
$
|
130,030
|
|
|
$
|
58,054
|
|
Short term marketable securities
|
|
259,999
|
|
|
305,488
|
|
||
Total cash equivalents and marketable securities
|
|
390,029
|
|
|
363,542
|
|
||
Cash
|
|
45,416
|
|
|
44,122
|
|
||
Total cash, cash equivalents and marketable securities
|
|
$
|
435,445
|
|
|
$
|
407,664
|
|
|
|
Fair Value
|
|
Gross Unrealized Loss
|
||||||||||||
(In thousands)
|
|
March 31, 2020
|
|
December 31, 2019
|
|
March 31, 2020
|
|
December 31, 2019
|
||||||||
Less than one year
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
U.S. Government bonds and notes
|
|
$
|
—
|
|
|
$
|
14,112
|
|
|
$
|
—
|
|
|
$
|
(1
|
)
|
Corporate notes, bonds and commercial paper
|
|
182,702
|
|
|
250,822
|
|
|
(300
|
)
|
|
(63
|
)
|
||||
Total Corporate notes, bonds, and commercial paper and U.S. Government bonds and notes
|
|
$
|
182,702
|
|
|
$
|
264,934
|
|
|
$
|
(300
|
)
|
|
$
|
(64
|
)
|
|
As of March 31, 2020
|
||||||||||||||
(In thousands)
|
Total
|
|
Quoted
Market
Prices in
Active
Markets
(Level 1)
|
|
Significant
Other
Observable
Inputs
(Level 2)
|
|
Significant
Unobservable
Inputs
(Level 3)
|
||||||||
Money market funds
|
$
|
22,143
|
|
|
$
|
22,143
|
|
|
$
|
—
|
|
|
$
|
—
|
|
U.S. Government bonds and notes
|
44,247
|
|
|
—
|
|
|
44,247
|
|
|
—
|
|
||||
Corporate notes, bonds, commercial paper and other
|
323,639
|
|
|
—
|
|
|
323,639
|
|
|
—
|
|
||||
Total available-for-sale securities
|
$
|
390,029
|
|
|
$
|
22,143
|
|
|
$
|
367,886
|
|
|
$
|
—
|
|
|
As of December 31, 2019
|
||||||||||||||
(In thousands)
|
Total
|
|
Quoted
Market
Prices in
Active
Markets
(Level 1)
|
|
Significant
Other
Observable
Inputs
(Level 2)
|
|
Significant
Unobservable
Inputs
(Level 3)
|
||||||||
Money market funds
|
$
|
10,065
|
|
|
$
|
10,065
|
|
|
$
|
—
|
|
|
$
|
—
|
|
U.S. Government bonds and notes
|
39,086
|
|
|
—
|
|
|
39,086
|
|
|
—
|
|
||||
Corporate notes, bonds, commercial paper and other
|
314,391
|
|
|
—
|
|
|
314,391
|
|
|
—
|
|
||||
Total available-for-sale securities
|
$
|
363,542
|
|
|
$
|
10,065
|
|
|
$
|
353,477
|
|
|
$
|
—
|
|
|
|
As of March 31, 2020
|
|
As of December 31, 2019
|
||||||||||||||||||||
(In thousands)
|
|
Face
Value
|
|
Carrying
Value
|
|
Fair Value
|
|
Face
Value
|
|
Carrying
Value
|
|
Fair Value
|
||||||||||||
1.375% Convertible Senior Notes due 2023 (the “2023 Notes”)
|
|
$
|
172,500
|
|
|
$
|
150,561
|
|
|
$
|
166,468
|
|
|
$
|
172,500
|
|
|
$
|
148,788
|
|
|
$
|
174,239
|
|
Years ending December 31,
|
Amount
|
||
2020 (remaining nine months)
|
$
|
4,685
|
|
2021
|
8,486
|
|
|
2022
|
7,332
|
|
|
2023
|
4,611
|
|
|
2024
|
3,977
|
|
|
Thereafter
|
23,314
|
|
|
Total minimum lease payments
|
52,405
|
|
|
Less: amount of lease payments representing interest
|
(9,137
|
)
|
|
Present value of future minimum lease payments
|
43,268
|
|
|
Less: current obligations under leases
|
(5,194
|
)
|
|
Long-term lease obligations
|
$
|
38,074
|
|
|
As of
|
||||||
(In thousands)
|
March 31, 2020
|
|
December 31, 2019
|
||||
2023 Notes
|
$
|
172,500
|
|
|
$
|
172,500
|
|
Unamortized discount - 2023 Notes
|
(20,514
|
)
|
|
(22,163
|
)
|
||
Unamortized debt issuance costs - 2023 Notes
|
(1,425
|
)
|
|
(1,549
|
)
|
||
Total convertible notes
|
$
|
150,561
|
|
|
$
|
148,788
|
|
Less current portion
|
—
|
|
|
—
|
|
||
Total long-term convertible notes
|
$
|
150,561
|
|
|
$
|
148,788
|
|
|
Three Months Ended
|
||||||
|
March 31,
|
||||||
(In thousands)
|
2020
|
|
2019
|
||||
2023 Notes coupon interest at a rate of 1.375%
|
$
|
593
|
|
|
$
|
593
|
|
2023 Notes amortization of discount and debt issuance costs at an additional effective interest rate of 4.9%
|
1,773
|
|
|
1,678
|
|
||
Total interest expense on convertible notes
|
$
|
2,366
|
|
|
$
|
2,271
|
|
|
Total
|
|
Remainder of 2020
|
|
2021
|
|
2022
|
|
2023
|
|
2024
|
||||||||||||
Contractual obligations (1) (2)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Other contractual obligations
|
$
|
436
|
|
|
$
|
218
|
|
|
$
|
218
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Software licenses (3)
|
29,105
|
|
|
11,100
|
|
|
11,977
|
|
|
6,028
|
|
|
—
|
|
|
—
|
|
||||||
Acquisition retention bonuses (4)
|
9,998
|
|
|
3,499
|
|
|
3,499
|
|
|
3,000
|
|
|
—
|
|
|
—
|
|
||||||
Convertible notes
|
172,500
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
172,500
|
|
|
—
|
|
||||||
Interest payments related to convertible notes
|
7,122
|
|
|
1,186
|
|
|
2,372
|
|
|
2,372
|
|
|
1,192
|
|
|
—
|
|
||||||
Total
|
$
|
219,161
|
|
|
$
|
16,003
|
|
|
$
|
18,066
|
|
|
$
|
11,400
|
|
|
$
|
173,692
|
|
|
$
|
—
|
|
(1)
|
The above table does not reflect possible payments in connection with uncertain tax benefits of approximately $26.1 million including $23.1 million recorded as a reduction of long-term deferred tax assets and $3.0 million in long-term income taxes payable as of March 31, 2020. As noted below in Note 14, “Income Taxes,” although it is possible that some of the unrecognized tax benefits could be settled within the next 12 months, the Company cannot reasonably estimate the outcome at this time.
|
(2)
|
For the Company’s lease commitments as of March 31, 2020, refer to Note 9, “Leases.”
|
(3)
|
The Company has commitments with various software vendors for agreements generally having terms longer than one year.
|
(4)
|
In connection with the acquisition of Northwest Logic in the third quarter of 2019 and the Secure Silicon IP and Protocols business in the fourth quarter of 2019, the Company is obligated to pay retention bonuses to certain employees subject to certain eligibility and acceleration provisions including the condition of employment.
|
|
Shares Available
for Grant
|
|
Shares available as of December 31, 2019
|
6,826,863
|
|
Stock options granted
|
—
|
|
Stock options forfeited
|
57,586
|
|
Nonvested equity stock and stock units granted (1) (2)
|
(3,133,386
|
)
|
Nonvested equity stock and stock units forfeited (1)
|
675,987
|
|
Total available for grant as of March 31, 2020
|
4,427,050
|
|
(1)
|
For purposes of determining the number of shares available for grant under the 2015 Equity Incentive Plan (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 approximately 0.5 million shares that have been reserved for potential future issuance related to certain performance unit awards granted in the first quarter of 2020 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, 2019
|
1,639,146
|
|
|
$
|
11.37
|
|
|
|
|
|
|
|
Options granted
|
—
|
|
|
$
|
—
|
|
|
|
|
|
|
|
Options exercised
|
(387,662
|
)
|
|
$
|
10.34
|
|
|
|
|
|
|
|
Options forfeited
|
(57,586
|
)
|
|
$
|
18.71
|
|
|
|
|
|
|
|
Outstanding as of March 31, 2020
|
1,193,898
|
|
|
$
|
11.35
|
|
|
5.05
|
|
$
|
1,393
|
|
Vested or expected to vest at March 31, 2020
|
1,190,813
|
|
|
$
|
11.34
|
|
|
5.04
|
|
$
|
1,393
|
|
Options exercisable at March 31, 2020
|
942,307
|
|
|
$
|
10.93
|
|
|
4.21
|
|
$
|
1,393
|
|
Nonvested Equity Stock and Stock Units
|
|
Shares
|
|
Weighted-
Average
Grant-Date
Fair Value
|
|||
Nonvested at December 31, 2019
|
|
5,289,483
|
|
|
$
|
11.27
|
|
Granted
|
|
1,722,774
|
|
|
$
|
16.02
|
|
Vested
|
|
(1,192,626
|
)
|
|
$
|
11.31
|
|
Forfeited
|
|
(346,640
|
)
|
|
$
|
11.39
|
|
Nonvested at March 31, 2020
|
|
5,472,991
|
|
|
$
|
12.76
|
|
•
|
Revenue of $64.0 million;
|
•
|
Operating expenses of $58.9 million; and
|
•
|
Net cash provided by operating activities of approximately $37.3 million.
|
|
Three Months Ended
|
||||
|
March 31,
|
||||
|
2020
|
|
2019
|
||
Revenue:
|
|
|
|
|
|
Royalties
|
30.8
|
%
|
|
51.4
|
%
|
Product revenue
|
48.0
|
%
|
|
18.5
|
%
|
Contract and other revenue
|
21.2
|
%
|
|
30.1
|
%
|
Total revenue
|
100.0
|
%
|
|
100.0
|
%
|
Cost of revenue:
|
|
|
|
||
Cost of product revenue*
|
16.2
|
%
|
|
9.1
|
%
|
Cost of contract and other revenue
|
1.8
|
%
|
|
6.0
|
%
|
Amortization of acquired intangible assets
|
6.8
|
%
|
|
8.0
|
%
|
Total cost of revenue
|
24.8
|
%
|
|
23.1
|
%
|
Gross profit
|
75.2
|
%
|
|
76.9
|
%
|
Operating expenses:
|
|
|
|
|
|
Research and development*
|
57.3
|
%
|
|
84.0
|
%
|
Sales, general and administrative*
|
35.8
|
%
|
|
54.8
|
%
|
Amortization of acquired intangible assets
|
0.5
|
%
|
|
2.3
|
%
|
Restructuring charges
|
1.3
|
%
|
|
0.7
|
%
|
Change in fair value of earn-out liability
|
(2.8
|
)%
|
|
—
|
%
|
Total operating expenses
|
92.1
|
%
|
|
141.8
|
%
|
Operating loss
|
(16.9
|
)%
|
|
(64.9
|
)%
|
Interest income and other income (expense), net
|
9.9
|
%
|
|
15.3
|
%
|
Interest expense
|
(4.0
|
)%
|
|
(4.7
|
)%
|
Interest and other income (expense), net
|
5.9
|
%
|
|
10.6
|
%
|
Loss before income taxes
|
(11.0
|
)%
|
|
(54.3
|
)%
|
Provision for income taxes
|
1.5
|
%
|
|
0.6
|
%
|
Net loss
|
(12.5
|
)%
|
|
(54.9
|
)%
|
Cost of product revenue
|
0.0
|
%
|
|
0.0
|
%
|
Research and development
|
4.1
|
%
|
|
6.6
|
%
|
Sales, general and administrative
|
5.4
|
%
|
|
8.2
|
%
|
|
|
Three Months Ended
|
|
|
|||||||
|
|
March 31,
|
|
Change in
|
|||||||
(Dollars in millions)
|
|
2020
|
|
2019
|
|
Percentage
|
|||||
Total Revenue
|
|
|
|
|
|
|
|
|
|
||
Royalties
|
|
$
|
19.7
|
|
|
$
|
24.8
|
|
|
(20.8
|
)%
|
Product revenue
|
|
30.7
|
|
|
9.0
|
|
|
242.8
|
%
|
||
Contract and other revenue
|
|
13.6
|
|
|
14.6
|
|
|
(6.9
|
)%
|
||
Total revenue
|
|
$
|
64.0
|
|
|
$
|
48.4
|
|
|
32.3
|
%
|
|
|
Three Months Ended
|
|
|
|||||||
|
|
March 31,
|
|
Change in
|
|||||||
(Dollars in millions)
|
|
2020
|
|
2019
|
|
Percentage
|
|||||
Cost of product revenue
|
|
$
|
10.3
|
|
|
$
|
4.4
|
|
|
133.6
|
%
|
|
|
Three Months Ended
|
|
|
|||||||
|
|
March 31,
|
|
Change in
|
|||||||
(Dollars in millions)
|
|
2020
|
|
2019
|
|
Percentage
|
|||||
Cost of contract and other revenue
|
|
$
|
1.2
|
|
|
$
|
2.9
|
|
|
(58.8
|
)%
|
|
|
Three Months Ended
|
|
|
|||||||
|
|
March 31,
|
|
Change in
|
|||||||
(Dollars in millions)
|
|
2020
|
|
2019
|
|
Percentage
|
|||||
Research and development expenses
|
|
|
|
|
|
|
|
|
|
||
Research and development expenses
|
|
$
|
34.1
|
|
|
$
|
37.4
|
|
|
(9.0
|
)%
|
Stock-based compensation
|
|
2.6
|
|
|
3.2
|
|
|
(18.6
|
)%
|
||
Total research and development expenses
|
|
$
|
36.7
|
|
|
$
|
40.6
|
|
|
(9.7
|
)%
|
|
|
Three Months Ended
|
|
|
|||||||
|
|
March 31,
|
|
Change in
|
|||||||
(Dollars in millions)
|
|
2020
|
|
2019
|
|
Percentage
|
|||||
Sales, general and administrative expenses
|
|
|
|
|
|
|
|
|
|
||
Sales, general and administrative expenses
|
|
$
|
19.4
|
|
|
$
|
22.5
|
|
|
(13.8
|
)%
|
Stock-based compensation
|
|
3.5
|
|
|
4.0
|
|
|
(13.0
|
)%
|
||
Total sales, general and administrative expenses
|
|
$
|
22.9
|
|
|
$
|
26.5
|
|
|
(13.7
|
)%
|
|
|
Three Months Ended
|
|
|
|||||||
|
|
March 31,
|
|
Change in
|
|||||||
(Dollars in millions)
|
|
2020
|
|
2019
|
|
Percentage
|
|||||
Amortization of acquired intangible assets
|
|
|
|
|
|
|
|
|
|
||
Amortization of acquired intangible assets included in total cost of revenue
|
|
$
|
4.3
|
|
|
$
|
3.9
|
|
|
12.5
|
%
|
Amortization of acquired intangible assets included in total operating expenses
|
|
0.4
|
|
|
1.1
|
|
|
(69.1
|
)%
|
||
Total amortization of acquired intangible assets
|
|
$
|
4.7
|
|
|
$
|
5.0
|
|
|
(5.9
|
)%
|
|
|
Three Months Ended
|
|
|
||||||
|
|
March 31,
|
|
Change in
|
||||||
(Dollars in millions)
|
|
2020
|
|
2019
|
|
Percentage
|
||||
Restructuring charges
|
|
$
|
0.8
|
|
|
$
|
0.3
|
|
|
NM*
|
*
|
NM — percentage is not meaningful
|
|
|
Three Months Ended
|
|
|
|||||||
|
|
March 31,
|
|
Change in
|
|||||||
(Dollars in millions)
|
|
2020
|
|
2019
|
|
Percentage
|
|||||
Change in fair value of earn-out liability
|
|
$
|
(1.8
|
)
|
|
$
|
—
|
|
|
(100.0
|
)%
|
|
|
Three Months Ended
|
|
|
|||||||
|
|
March 31,
|
|
Change in
|
|||||||
(Dollars in millions)
|
|
2020
|
|
2019
|
|
Percentage
|
|||||
Interest income and other income (expense), net
|
|
$
|
6.4
|
|
|
$
|
7.4
|
|
|
(14.0
|
)%
|
Interest expense
|
|
(2.6
|
)
|
|
(2.3
|
)
|
|
12.5
|
%
|
||
Interest and other income (expense), net
|
|
$
|
3.8
|
|
|
$
|
5.1
|
|
|
(25.7
|
)%
|
|
|
Three Months Ended
|
|
|
||||||
|
|
March 31,
|
|
Change in
|
||||||
(Dollars in millions)
|
|
2020
|
|
2019
|
|
Percentage
|
||||
Provision for income taxes
|
|
$
|
1.0
|
|
|
$
|
0.3
|
|
|
NM*
|
Effective tax rate
|
|
(13.7
|
)%
|
|
(1.2
|
)%
|
|
|
*
|
NM — percentage is not meaningful
|
|
As of
|
||||||
|
March 31,
2020 |
|
December 31,
2019 |
||||
|
(In millions)
|
||||||
Cash and cash equivalents
|
$
|
175.4
|
|
|
$
|
102.2
|
|
Marketable securities
|
260.0
|
|
|
305.5
|
|
||
Total cash, cash equivalents, and marketable securities
|
$
|
435.4
|
|
|
$
|
407.7
|
|
|
Three Months Ended
|
||||||
|
March 31,
|
||||||
|
2020
|
|
2019
|
||||
|
(In millions)
|
||||||
Net cash provided by operating activities
|
$
|
37.3
|
|
|
$
|
28.8
|
|
Net cash provided by (used in) investing activities
|
$
|
42.2
|
|
|
$
|
(1.5
|
)
|
Net cash used in financing activities
|
$
|
(5.8
|
)
|
|
$
|
(0.2
|
)
|
|
Total
|
|
Remainder of 2020
|
|
2021
|
|
2022
|
|
2023
|
|
2024
|
||||||||||||
Contractual obligations (1) (2)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Other contractual obligations
|
$
|
436
|
|
|
$
|
218
|
|
|
$
|
218
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Software licenses (3)
|
29,105
|
|
|
11,100
|
|
|
11,977
|
|
|
6,028
|
|
|
—
|
|
|
—
|
|
||||||
Acquisition retention bonuses (4)
|
9,998
|
|
|
3,499
|
|
|
3,499
|
|
|
3,000
|
|
|
—
|
|
|
—
|
|
||||||
Convertible notes
|
172,500
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
172,500
|
|
|
—
|
|
||||||
Interest payments related to convertible notes
|
7,122
|
|
|
1,186
|
|
|
2,372
|
|
|
2,372
|
|
|
1,192
|
|
|
—
|
|
||||||
Total
|
$
|
219,161
|
|
|
$
|
16,003
|
|
|
$
|
18,066
|
|
|
$
|
11,400
|
|
|
$
|
173,692
|
|
|
$
|
—
|
|
(1)
|
The above table does not reflect possible payments in connection with uncertain tax benefits of approximately $26.1 million including $23.1 million recorded as a reduction of long-term deferred tax assets and $3.0 million in long-term income taxes payable as of March 31, 2020. As noted in Note 14, “Income Taxes,” of Notes to Unaudited Condensed Consolidated Financial Statements of this Form 10-Q, although it is possible that some of the unrecognized tax benefits could be settled within the next 12 months, we cannot reasonably estimate the outcome at this time.
|
(2)
|
For our lease commitments as of March 31, 2020, refer to Note 9, “Leases,” of Notes to Unaudited Condensed Consolidated Financial Statements of this Form 10-Q.
|
(3)
|
We have commitments with various software vendors for agreements generally having terms longer than one year.
|
(4)
|
In connection with the acquisition of Northwest Logic in the third quarter of 2019 and the Secure Silicon IP and Protocols business in the fourth quarter of 2019, we are obligated to pay retention bonuses to certain employees subject to certain eligibility and acceleration provisions including the condition of employment.
|
•
|
expenditure of significant financial and research and development resources in efforts to analyze, correct, eliminate or work around breaches, errors, bugs or defects or to address and eliminate vulnerabilities;
|
•
|
financial liability to customers for breach of certain contract provisions, including indemnification obligations;
|
•
|
loss of existing or potential customers;
|
•
|
product shipment restrictions or prohibitions to certain customers;
|
•
|
delayed or lost revenue;
|
•
|
delay or failure to attain market acceptance;
|
•
|
negative publicity, which would harm our reputation; and
|
•
|
litigation, regulatory inquiries or investigations that would be costly and harm our reputation.
|
•
|
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 global pandemics or illness, such as the current Novel Coronavirus (COVID-19), 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, in particular with China; and
|
•
|
cultural differences in the conduct of business both with customers and in conducting business in our international facilities and international sales offices.
|
•
|
any progress, or lack of progress, real or perceived, in the development of products that incorporate our innovations and technology companies’ acceptance of our products, including the results of our efforts to expand into new target markets;
|
•
|
our signing or not signing new licenses or renewing existing licenses, and the loss of strategic relationships with any customer;
|
•
|
announcements of technological innovations or new products by us, our customers or our competitors;
|
•
|
changes in our strategies, including changes in our licensing focus and/or acquisitions or dispositions of companies or businesses with business models or target markets different from our core;
|
•
|
positive or negative reports by securities analysts as to our expected financial results and business developments;
|
•
|
developments with respect to patents or proprietary rights and other events or factors;
|
•
|
new litigation and the unpredictability of litigation results or settlements;
|
•
|
repurchases of our common stock on the open market;
|
•
|
issuance of additional securities by us, including in acquisitions, or large cash payments, including in acquisitions; and
|
•
|
changes in accounting pronouncements, including the effects of ASC 606 and ASC 842.
|
•
|
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;
|
•
|
our ability to obtain additional financing in the future for working capital, capital expenditures, acquisitions, litigation, general corporate or other purposes may be limited;
|
•
|
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
|
•
|
we may be required to make cash payments upon any conversion of the 2023 Notes, which would reduce our cash on hand.
|
•
|
our board of directors is authorized, without prior stockholder approval, to create and issue preferred stock, commonly referred to as “blank check” preferred stock, with rights senior to those of common stock, which means that a stockholder rights plan could be implemented by our board;
|
•
|
our board of directors is staggered into two classes, only one of which is elected at each annual meeting;
|
•
|
stockholder action by written consent is prohibited;
|
•
|
nominations for election to our board of directors and the submission of matters to be acted upon by stockholders at a meeting are subject to advance notice requirements;
|
•
|
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;
|
•
|
our stockholders have no authority to call special meetings of stockholders; and
|
•
|
our board of directors is expressly authorized to make, alter or repeal our bylaws.
|
•
|
any current or future U.S. or foreign patent applications will be approved and not be challenged by third parties;
|
•
|
our issued patents will protect our intellectual property and not be challenged by third parties;
|
•
|
the validity of our patents will be upheld;
|
•
|
our patents will not be declared unenforceable;
|
•
|
the patents of others will not have an adverse effect on our ability to do business;
|
•
|
Congress or the U.S. courts or foreign countries will not change the nature or scope of rights afforded patents or patent owners or alter in an adverse way the process for seeking or enforcing patents;
|
•
|
changes in law will not be implemented, or changes in interpretation of such laws will occur, that will affect our ability to protect and enforce our patents and other intellectual property;
|
•
|
new legal theories and strategies utilized by our competitors will not be successful;
|
•
|
others will not independently develop similar or competing chip interfaces or design around any patents that may be issued to us; or
|
•
|
factors such as difficulty in obtaining cooperation from inventors, pre-existing challenges or litigation, or license or other contract issues will not present additional challenges in securing protection with respect to patents and other intellectual property that we acquire.
|
Exhibit
Number
|
|
Description of Document
|
|
|
|
|
Certification of Principal Executive Officer, pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
|
|
Certification of Principal Financial Officer, pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
|
|
Certification of Principal Executive Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
|
|
Certification of Principal Financial Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
|
101.INS
|
|
XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
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101.SCH
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XBRL Taxonomy Extension Schema Document
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101.CAL
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XBRL Taxonomy Extension Calculation Linkbase Document
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101.LAB
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XBRL Taxonomy Extension Label Linkbase Document
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101.PRE
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XBRL Taxonomy Extension Presentation Linkbase Document
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101.DEF
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XBRL Taxonomy Extension Definition Linkbase Document
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*
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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.
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RAMBUS INC.
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Date:
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May 8, 2020
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By:
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/s/ Rahul Mathur
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Rahul Mathur
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Senior Vice President, Finance and Chief Financial Officer
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(Principal Financial Officer and Duly Authorized Officer)
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1 Year Rambus Chart |
1 Month Rambus Chart |
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