Item 1. Financial Statements
ITEM 1. FINANCIAL STATEMENTS
POWER INTEGRATIONS, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
(In thousands)
June 30, 2021
December 31, 2020
ASSETS
CURRENT ASSETS:
Cash and cash equivalents
$
297,481
$
258,874
Short-term marketable securities
217,777
190,318
Accounts receivable, net
41,352
35,910
Inventories
89,643
102,878
Prepaid expenses and other current assets
21,292
13,252
Total current assets
667,545
601,232
PROPERTY AND EQUIPMENT, net
167,079
166,188
INTANGIBLE ASSETS, net
10,601
12,506
GOODWILL
91,849
91,849
DEFERRED TAX ASSETS
2,072
3,339
OTHER ASSETS
28,703
28,225
Total assets
$
967,849
$
903,339
LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES:
Accounts payable
$
41,898
$
34,712
Accrued payroll and related expenses
16,652
14,806
Taxes payable
989
902
Other accrued liabilities
8,727
12,106
Total current liabilities
68,266
62,526
LONG-TERM INCOME TAXES PAYABLE
14,340
15,588
OTHER LIABILITIES
14,899
14,814
Total liabilities
97,505
92,928
COMMITMENTS AND CONTINGENCIES (Notes 11, 12 and 13)
STOCKHOLDERS’ EQUITY:
Common stock
28
28
Additional paid-in capital
185,878
190,920
Accumulated other comprehensive loss
( 3,155 )
( 2,163 )
Retained earnings
687,593
621,626
Total stockholders’ equity
870,344
810,411
Total liabilities and stockholders’ equity
$
967,849
$
903,339
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
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POWER INTEGRATIONS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
Three Months Ended
Six Months Ended
June 30,
June 30,
(In thousands, except per share amounts)
2021
2020
2021
2020
NET REVENUES
$
180,110
$
106,832
$
353,847
$
216,496
COST OF REVENUES
88,797
53,296
178,123
106,480
GROSS PROFIT
91,313
53,536
175,724
110,016
OPERATING EXPENSES:
Research and development
21,741
19,770
41,768
38,922
Sales and marketing
15,290
13,037
29,413
26,510
General and administrative
9,306
7,804
19,381
16,565
Total operating expenses
46,337
40,611
90,562
81,997
INCOME FROM OPERATIONS
44,976
12,925
85,162
28,019
OTHER INCOME
173
1,480
770
3,257
INCOME BEFORE INCOME TAXES
45,149
14,405
85,932
31,276
PROVISION FOR INCOME TAXES
3,268
1,213
4,253
2,198
NET INCOME
$
41,881
$
13,192
$
81,679
$
29,078
EARNINGS PER SHARE:
Basic
$
0.69
$
0.22
$
1.35
$
0.49
Diluted
$
0.68
$
0.22
$
1.33
$
0.48
SHARES USED IN PER SHARE CALCULATION:
Basic
60,544
59,712
60,366
59,458
Diluted
61,466
60,624
61,481
60,464
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements. The Earnings Per Share and Shares Used in Per Share Calculation information presented above reflects the effect of the August 2020 two -for-one stock split. Refer to Note 9, Earnings Per Share , in this Form 10-Q for details.
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POWER INTEGRATIONS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(Unaudited)
Three Months Ended
Six Months Ended
June 30,
June 30,
(In thousands)
2021
2020
2021
2020
Net income
$
41,881
$
13,192
$
81,679
$
29,078
Other comprehensive income (loss), net of tax:
Foreign currency translation adjustments, net of $ 0 tax in each of the three and six months ended June 30, 2021 and 2020
( 40 )
( 30 )
( 58 )
( 313 )
Unrealized gain (loss) on marketable securities, net of $ 0 tax in each of the three and six months ended June 30, 2021 and 2020
( 331 )
2,566
( 911 )
1,614
Amortization of defined benefit pension items, net of tax of $ 6 and $ 141 in the three and six months ended June 30, 2021, respectively, and $ 24 and $ 55 in the three and six months ended June 30, 2020, respectively
52
58
( 23 )
109
Total other comprehensive income (loss)
( 319 )
2,594
( 992 )
1,410
TOTAL COMPREHENSIVE INCOME
$
41,562
$
15,786
$
80,687
$
30,488
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
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POWER INTEGRATIONS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
(Unaudited)
Three Months Ended
Six Months Ended
June 30,
June 30,
(In thousands)
2021
2020
2021
2020
Common stock
Beginning balance
$
29
$
28
$
28
$
28
Common stock issued under employee stock plans
—
—
1
—
Repurchase of common stock
( 1 )
—
( 1 )
—
Ending balance
28
28
28
28
Additional paid-in capital
Beginning balance
203,051
162,343
190,920
152,117
Common stock issued under employee stock plans
—
769
3,651
6,298
Repurchase of common stock
( 26,373 )
( 623 )
( 26,373 )
( 2,636 )
Stock-based compensation
9,200
5,981
17,680
12,691
Ending balance
185,878
168,470
185,878
168,470
Accumulated other comprehensive loss
Beginning balance
( 2,836 )
( 4,314 )
( 2,163 )
( 3,130 )
Other comprehensive income (loss)
( 319 )
2,594
( 992 )
1,410
Ending balance
( 3,155 )
( 1,720 )
( 3,155 )
( 1,720 )
Retained earnings
Beginning balance
653,579
585,773
621,626
575,531
Net income
41,881
13,192
81,679
29,078
Payment of dividends to stockholders
( 7,867 )
( 6,271 )
( 15,712 )
( 11,915 )
Ending balance
687,593
592,694
687,593
592,694
Total stockholders’ equity
$
870,344
$
759,472
$
870,344
$
759,472
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
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POWER INTEGRATIONS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
Six Months Ended
June 30,
(In thousands)
2021
2020
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income
$
81,679
$
29,078
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation
15,274
11,069
Amortization of intangibles
1,905
2,207
Loss on disposal of property and equipment
38
292
Stock-based compensation expense
17,680
12,691
Amortization of premium on marketable securities
300
321
Deferred income taxes
1,182
1,279
Increase (decrease) in accounts receivable allowance for credit losses
91
( 154 )
Change in operating assets and liabilities:
Accounts receivable
( 5,533 )
11,556
Inventories
13,235
( 13,583 )
Prepaid expenses and other assets
( 4,501 )
4,092
Accounts payable
8,053
5,861
Taxes payable and accrued liabilities
( 4,433 )
( 1,665 )
Net cash provided by operating activities
124,970
63,044
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property and equipment
( 19,294 )
( 21,622 )
Proceeds from sale of property and equipment
35
331
Purchases of marketable securities
( 188,753 )
( 19,827 )
Proceeds from sales and maturities of marketable securities
160,083
58,962
Net cash provided by (used in) investing activities
( 47,929 )
17,844
CASH FLOWS FROM FINANCING ACTIVITIES:
Issuance of common stock under employee stock plans
3,652
6,298
Repurchase of common stock
( 26,374 )
( 2,636 )
Payments of dividends to stockholders
( 15,712 )
( 11,915 )
Net cash used in financing activities
( 38,434 )
( 8,253 )
NET INCREASE IN CASH AND CASH EQUIVALENTS
38,607
72,635
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD
258,874
178,690
CASH AND CASH EQUIVALENTS AT END OF PERIOD
$
297,481
$
251,325
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES:
Unpaid property and equipment
$
5,070
$
13,932
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid (received) for income taxes, net
$
10,084
$
( 2,155 )
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
8
POWER INTEGRATIONS, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
1. BASIS OF PRESENTATION:
The condensed consolidated financial statements include the accounts of Power Integrations, Inc., a Delaware corporation (the “Company”), and its wholly owned subsidiaries. Significant intercompany accounts and transactions have been eliminated in consolidation.
While the financial information furnished is unaudited, the condensed consolidated financial statements included in this report reflect all adjustments (consisting only of normal recurring adjustments) that the Company considers necessary for the fair presentation of the results of operations for the interim periods covered and the financial condition of the Company at the date of the interim balance sheet in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). The results for interim periods are not necessarily indicative of the results for the entire year. The condensed consolidated financial statements should be read in conjunction with the Company’s consolidated financial statements and the notes thereto for the year ended December 31, 2020, included in its Form 10-K filed on February 5, 2021, with the Securities and Exchange Commission.
The share and per share information for all periods presented in this Form 10-Q reflects the effect of the August 2020 two -for-one stock split. Refer to Note 8, Stockholders’ Equity , in this Form 10-Q for details.
Certain prior year amounts have been reclassified for consistency with the current year presentation. These reclassifications had no effect on the reported results of operations.
2. SIGNIFICANT ACCOUNTING POLICIES AND RECENT ACCOUNTING PRONOUNCEMENTS:
Significant Accounting Policies and Estimates
No material changes have been made to the Company’s significant accounting policies disclosed in Note 2, Significant Accounting Policies and Recent Accounting Pronouncements , in its Annual Report on Form 10-K, filed on February 5, 2021, for the year ended December 31, 2020.
Recent Accounting Pronouncements
The Company has considered all recent accounting pronouncements issued, but not yet effective, and does not expect any to have a material effect on the Company’s condensed consolidated financial statements.
3. COMPONENTS OF THE COMPANY’S CONDENSED CONSOLIDATED BALANCE SHEETS:
Accounts Receivable
June 30,
December 31,
(In thousands)
2021
2020
Accounts receivable trade
$
78,759
$
66,703
Allowance for ship and debit
( 33,738 )
( 26,435 )
Allowance for stock rotation and rebate
( 3,151 )
( 3,931 )
Allowance for credit losses
( 518 )
( 427 )
Total
$
41,352
$
35,910
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POWER INTEGRATIONS, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
The Company maintains an allowance for estimated credit losses resulting from the inability of customers to make required payments. This allowance is established using estimates formulated by the Company’s management based upon factors such as the composition of the accounts receivable aging, historical losses, changes in payments patterns, customer creditworthiness, and current economic trends. Receivables determined to be uncollectible are written off and deducted from the allowance.
Three Months Ended
Six Months Ended
June 30,
June 30,
(In thousands)
2021
2020
2021
2020
Beginning balance
$
( 425 )
$
( 609 )
$
( 427 )
$
( 763 )
Provision for credit loss expense
( 360 )
—
( 577 )
—
Receivables written off
—
—
—
154
Recoveries collected
267
—
486
—
Ending balance
$
( 518 )
$
( 609 )
$
( 518 )
$
( 609 )
Inventories
June 30,
December 31,
(In thousands)
2021
2020
Raw materials
$
23,285
$
32,131
Work-in-process
35,488
39,469
Finished goods
30,870
31,278
Total
$
89,643
$
102,878
Intangible Assets
June 30, 2021
December 31, 2020
Accumulated
Accumulated
(In thousands)
Gross
Amortization
Net
Gross
Amortization
Net
Domain name
$
1,261
$
—
$
1,261
$
1,261
$
—
$
1,261
Developed technology
37,960
( 30,500 )
7,460
37,960
( 29,126 )
8,834
Customer relationships
16,700
( 16,095 )
605
16,700
( 15,687 )
1,013
Technology licenses
1,926
( 651 )
1,275
1,926
( 528 )
1,398
Total intangible assets
$
57,847
$
( 47,246 )
$
10,601
$
57,847
$
( 45,341 )
$
12,506
The estimated future amortization expense related to finite-lived intangible assets at June 30, 2021, is as follows:
Estimated
Amortization
Fiscal Year
(In thousands)
2021 (remaining six months)
$
1,589
2022
2,415
2023
2,173
2024
1,279
2025
832
Thereafter
1,052
Total
$
9,340
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POWER INTEGRATIONS, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Accumulated Other Comprehensive Loss
Changes in accumulated other comprehensive loss for the three and six months ended June 30, 2021 and 2020, were as follows:
Unrealized Gains
and Losses on
Defined Benefit
Foreign Currency
Marketable Securities
Pension Items
Items
Total
Three Months Ended
Three Months Ended
Three Months Ended
Three Months Ended
June 30,
June 30,
June 30,
June 30,
(In thousands)
2021
2020
2021
2020
2021
2020
2021
2020
Beginning balance
$
310
$
( 369 )
$
( 1,716 )
$
( 2,433 )
$
( 1,430 )
$
( 1,512 )
$
( 2,836 )
$
( 4,314 )
Other comprehensive income (loss) before reclassifications
( 331 )
2,566
—
—
( 40 )
( 30 )
( 371 )
2,536
Amounts reclassified from accumulated other comprehensive loss
—
—
52
(1)
58
(1)
—
—
52
58
Net-current period other comprehensive income (loss)
( 331 )
2,566
52
58
( 40 )
( 30 )
( 319 )
2,594
Ending balance
$
( 21 )
$
2,197
$
( 1,664 )
$
( 2,375 )
$
( 1,470 )
$
( 1,542 )
$
( 3,155 )
$
( 1,720 )
(1) This component of accumulated other comprehensive income (loss) is included in the computation of net periodic pension cost for the three months ended June 30, 2021 and 2020.
Unrealized Gains
and Losses on
Defined Benefit Pension
Foreign Currency
Marketable Securities
Items
Items
Total
Six Months Ended
Six Months Ended
Six Months Ended
Six Months Ended
June 30,
June 30,
June 30,
June 30,
(In thousands)
2021
2020
2021
2020
2021
2020
2021
2020
Beginning balance
$
890
$
583
$
( 1,641 )
$
( 2,484 )
$
( 1,412 )
$
( 1,229 )
$
( 2,163 )
$
( 3,130 )
Other comprehensive income (loss) before reclassifications
( 911 )
1,614
—
—
( 58 )
( 313 )
( 969 )
1,301
Amounts reclassified from accumulated other comprehensive loss
—
—
( 23 )
(1)
109
(1)
—
—
( 23 )
109
Net-current period other comprehensive income (loss)
( 911 )
1,614
( 23 )
109
( 58 )
( 313 )
( 992 )
1,410
Ending balance
$
( 21 )
$
2,197
$
( 1,664 )
$
( 2,375 )
$
( 1,470 )
$
( 1,542 )
$
( 3,155 )
$
( 1,720 )
(1) This component of accumulated other comprehensive income (loss) is included in the computation of net periodic pension cost for the six months ended June 30, 2021 and 2020.
4. FAIR VALUE MEASUREMENTS:
The FASB established a three-tier value hierarchy, which prioritizes the inputs used in measuring fair value as follows: (Level 1) observable inputs such as quoted prices for identical assets in active markets; (Level 2) inputs other than the quoted prices in active markets that are observable either directly or indirectly; and (Level 3) unobservable inputs in which there is little or no market data, which requires the Company to develop its own assumptions. This hierarchy requires the Company to use observable market data, when available, and to minimize the use of unobservable inputs when determining fair value.
The Company’s cash equivalents and short-term marketable securities are classified within Level 1 or Level 2 of the fair-value hierarchy because they are valued using quoted market prices, broker or dealer quotations, or alternative pricing sources with reasonable levels of price transparency.
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POWER INTEGRATIONS, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
The fair-value hierarchy of the Company’s cash equivalents and marketable securities at June 30, 2021, and December 31, 2020, was as follows:
Fair Value Measurement at
June 30, 2021
Quoted Prices in
Active Markets for
Significant Other
Identical Assets
Observable Inputs
(In thousands)
Total Fair Value
(Level 1)
(Level 2)
Commercial paper
$
341,013
$
—
$
341,013
Corporate securities
107,780
—
107,780
Money market funds
1,865
1,865
—
Total
$
450,658
$
1,865
$
448,793
Fair Value Measurement at
December 31, 2020
Quoted Prices in
Active Markets for
Significant Other
Identical Assets
Observable Inputs
(In thousands)
Total Fair Value
(Level 1)
(Level 2)
Corporate securities
$
146,658
$
—
$
146,658
Commercial paper
253,855
—
253,855
Money market funds
1,634
1,634
—
Total
$
402,147
$
1,634
$
400,513
The Company did not transfer any investments between Level 1 and Level 2 of the fair-value hierarchy in the six months ended June 30, 2021, and the twelve months ended December 31, 2020.
5. MARKETABLE SECURITIES:
Amortized cost and estimated fair market value of marketable securities classified as available-for-sale (excluding cash equivalents) at June 30, 2021, were as follows:
Amortized
Gross Unrealized
Estimated Fair
(In thousands)
Cost
Gains
Losses
Market Value
Investments due in 3 months or less:
Commercial paper
$
77,195
$
—
$
—
$
77,195
Corporate securities
23,948
46
( 6 )
23,988
Total
101,143
46
( 6 )
101,183
Investments due in 4-12 months:
Commercial paper
34,306
—
—
34,306
Corporate securities
20,675
47
( 5 )
20,717
Total
54,981
47
( 5 )
55,023
Investments due in 12 months or greater:
Corporate securities
61,674
—
( 103 )
61,571
Total
61,674
—
( 103 )
61,571
Total marketable securities
$
217,798
$
93
$
( 114 )
$
217,777
Accrued interest receivable was $ 0.6 million at June 30, 2021 and was recorded within prepaid expenses and other current assets on the condensed consolidated balance sheet.
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POWER INTEGRATIONS, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Amortized cost and estimated fair market value of marketable securities classified as available-for-sale (excluding cash equivalents) at December 31, 2020, were as follows:
Amortized
Gross Unrealized
Estimated Fair
(In thousands)
Cost
Gains
Losses
Market Value
Investments due in 3 months or less:
Commercial paper
$
43,660
$
—
$
—
$
43,660
Corporate securities
19,846
44
—
19,890
Total
63,506
44
—
63,550
Investments due in 4-12 months:
Corporate securities
125,922
846
—
126,768
Total
125,922
846
—
126,768
Total marketable securities
$
189,428
$
890
$
—
$
190,318
Accrued interest receivable was $ 0.8 million at December 31, 2020 and was recorded within prepaid expenses and other current assets on the condensed consolidated balance sheet.
The following table summarizes marketable securities classified as available-for-sale (excluding cash equivalents) in a continuous unrealized loss position for which an allowance for credit losses was not recorded at June 30, 2021:
Less Than 12 Months
12 Months or Longer
Total
Estimated
Gross
Estimated
Gross
Estimated
Gross
Fair Market
Unrealized
Fair Market
Unrealized
Fair Market
Unrealized
(In thousands)
Value
Losses
Value
Losses
Value
Losses
Corporate securities
$
69,194
$
( 114 )
$
—
$
—
$
69,194
$
( 114 )
Total marketable securities
$
69,194
$
( 114 )
$
—
$
—
$
69,194
$
( 114 )
In the three and six months ended June 30, 2021 and 2020, no unrealized losses on marketable securities were recognized in income.
The Company does not intend to sell and it is unlikely that it will be required to sell the securities prior to their anticipated recovery. The issuers are high quality (investment grade) and the decline in fair value is largely due to changes in interest rates and other market conditions. Additionally, the issuers continue to make timely interest payments on the marketable securities with the fair value expected to recover as they reach maturity.
6. STOCK-BASED COMPENSATION:
The following table summarizes the stock-based compensation expense recognized in accordance with ASC 718-10 for the three and six months ended June 30, 2021 and 2020:
Three Months Ended
Six Months Ended
June 30,
June 30,
(In thousands)
2021
2020
2021
2020
Cost of revenues
$
640
$
252
$
1,271
$
648
Research and development
3,159
2,351
5,550
4,460
Sales and marketing
1,725
1,258
3,339
2,650
General and administrative
3,676
2,120
7,520
4,933
Total stock-based compensation expense
$
9,200
$
5,981
$
17,680
$
12,691
Stock-based compensation expense in the three months ended June 30, 2021, was approximately $ 9.2 million, comprising approximately $ 4.7 million related to restricted stock unit (RSU) awards, $ 4.0 million related to performance-based (PSU) awards and long-term performance-based (PRSU) awards and $ 0.5 million related to the Company’s employee stock purchase plan. Stock-based compensation expense in the six months ended June 30, 2021, was approximately $ 17.7 million, comprising approximately $ 10.0 million related to RSUs, $ 6.7 million related to PSUs and PRSUs and $ 1.0 million related to the Company’s employee stock purchase plan.
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POWER INTEGRATIONS, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Stock-based compensation expense in the three months ended June 30, 2020, was approximately $ 6.0 million, comprising approximately $ 4.5 million related to RSUs, $ 1.1 million related to PSUs and PRSUs and $ 0.4 million related to the Company’s employee stock purchase plan. Stock-based compensation expense in the six months ended June 30, 2020, was approximately $ 12.7 million, comprising approximately $ 9.5 million related to RSUs, $ 2.4 million related to PSUs and PRSUs and $ 0.8 million related to the Company’s employee stock purchase plan.
Stock Options
A summary of stock options outstanding as of June 30, 2021, and activity during the six months then ended, is presented below:
Weighted-
Average
Weighted-
Remaining
Average
Contractual
Aggregate
Shares
Exercise
Term
Intrinsic Value
(In thousands)
Price
(In years)
(In thousands)
Outstanding at January 1, 2021
92
$
20.63
Granted
—
—
Exercised
( 33 )
$
19.15
Forfeited or expired
—
—
Outstanding at June 30, 2021
59
$
21.44
0.85
$
3,602
Vested and exercisable at June 30, 2021
59
0.85
$
3,602
PSU Awards
Under the performance-based awards program, the Company grants awards in the performance year in an amount equal to twice the target number of shares to be issued if the maximum performance metrics are met. The number of shares that are released at the end of the performance year can range from zero to 200 % of the target number depending on the Company’s performance. The performance metrics of this program are annual targets consisting of a combination of net revenue, non-GAAP operating income and strategic goals.
As the net revenue, non-GAAP operating income and strategic goals are considered performance conditions, expense associated with these awards, net of estimated forfeitures, is recognized over the service period based on an assessment of the achievement of the performance targets. The fair value of these PSUs is determined using the fair value of the Company’s common stock on the date of the grant, reduced by the discounted present value of dividends expected to be declared before the awards vest. If the performance conditions are not achieved, no compensation cost is recognized and any previously recognized compensation is reversed.
In January 2021, it was determined that approximately 150,000 shares subject to the PSUs granted in 2020 vested in aggregate; the shares were released to the Company’s employees and executives in the first quarter of 2021.
A summary of PSUs outstanding as of June 30, 2021, and activity during the six months ended, is presented below:
Weighted-
Weighted-
Average
Average
Remaining
Aggregate
Shares
Grant Date Fair
Contractual Term
Intrinsic Value
(In thousands)
Value Per Share
(In years)
(In thousands)
Outstanding at January 1, 2021
150
$
46.27
Granted
100
$
84.45
Vested
( 150 )
$
46.27
Forfeited
—
—
Outstanding at June 30, 2021
100
$
84.45
0.50
$
8,228
Outstanding and expected to vest at June 30, 2021
100
0.50
$
8,228
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POWER INTEGRATIONS, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
PRSU Awards
The Company’s PRSU program provides for the issuance of PRSUs which will vest based on the Company’s performance measured against the PRSU program’s established performance targets. PRSUs are granted in an amount equal to twice the target number of shares to be issued if the maximum performance metrics are met. The actual number of shares the recipient receives is determined at the end of a three-year performance period based on results achieved versus the Company’s performance goals, and may range from zero to 200 % of the target number. The performance goals for PRSUs granted in fiscal 2019 were based on the Company’s annual revenue growth, while the PRSUs granted in 2020 and 2021 were based on the Company’s compound annual growth rate (“CAGR”) of revenue as measured against the revenue CAGR of the analog semiconductor industry, in each case over the respective three-year performance period. Expense associated with these awards, net of estimated forfeitures, is recorded throughout the year based on an assessment of the expected achievement of the performance targets. If the performance conditions are not achieved, no compensation cost is recognized and any previously recognized compensation is reversed.
In January 2021 it was determined that approximately 6,000 shares subject to the PRSUs granted in 2018 vested in aggregate; the shares were released to the Company’s executives in the first quarter of 2021.
A summary of PRSUs outstanding as of June 30, 2021, and activity during the six months ended, is presented below:
Weighted-Average
Aggregate
Weighted-Average
Remaining
Intrinsic
Shares
Grant Date Fair
Contractual Term
Value
(In thousands)
Value Per Share
(In years)
(In thousands)
Outstanding at January 1, 2021
301
$
41.90
Granted
97
$
83.00
Vested
( 6 )
$
29.95
Forfeited
( 15 )
$
40.05
Outstanding at June 30, 2021
377
$
52.75
1.40
$
30,956
Outstanding and expected to vest at June 30, 2021
377
1.40
$
30,956
RSU Awards
A summary of RSUs outstanding as of June 30, 2021, and activity during the six months then ended, is presented below:
Weighted-Average
Aggregate
Weighted-Average
Remaining
Intrinsic
Shares
Grant Date Fair
Contractual Term
Value
(In thousands)
Value Per Share
(In years)
(In thousands)
Outstanding at January 1, 2021
1,518
$
35.51
Granted
227
$
82.94
Vested
( 524 )
$
34.53
Forfeited
( 71 )
$
36.41
Outstanding at June 30, 2021
1,150
$
45.29
1.70
$
94,342
Outstanding and expected to vest at June 30, 2021
1,064
1.65
$
87,279
7. SIGNIFICANT CUSTOMERS AND GEOGRAPHIC NET REVENUES:
Segment Reporting
The Company is organized and operates as one reportable segment, the design, development, manufacture and marketing of integrated circuits and related components for use primarily in the high-voltage power-conversion market. The Company’s chief operating decision maker, the Chief Executive Officer, reviews financial information presented on a consolidated basis for purposes of making operating decisions and assessing financial performance.
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NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Customer Concentration
The Company’s top ten customers accounted for approximately 80 % of net revenues in both the three and six months ended June 30, 2021, and approximately 59 % and 56 %, respectively, of net revenues in the corresponding periods of 2020. A significant portion of these revenues are attributable to sales of the Company’s products to distributors of electronic components. These distributors sell the Company’s products to a broad, diverse range of end users, including original equipment manufacturers, or OEMs, and merchant power supply manufacturers. Sales to distributors were $ 136.4 million and $ 270.7 million in the three and six months ended June 30, 2021, respectively, and $ 87.3 million and $ 170.8 million, respectively, for the corresponding periods of 2020. Direct sales to OEMs and power-supply manufacturers accounted for the remainder.
The following customers represented 10% or more of the Company’s net revenues for the respective periods:
Three Months Ended
Six Months Ended
June 30,
June 30,
Customer
2021
2020
2021
2020
Avnet
29
%
13
%
30
%
12
%
Honestar Technologies Co., Ltd.
19
%
*
19
%
*
*
Total customer revenue was less than 10% of net revenues.
No other customers accounted for 10% or more of the Company’s net revenues in the periods presented.
Concentration of Credit Risk
Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash investments and trade receivables. The Company does not have any off-balance-sheet credit exposure related to its customers. As of June 30, 2021, and December 31, 2020, 84 % and 90 %, respectively, of accounts receivable were concentrated with the Company’s top ten customers.
The following customers represented 10% or more of accounts receivable:
June 30,
December 31,
Customer
2021
2020
Avnet
46
%
50
%
Powertech Distribution Ltd.
*
10
%
* Total customer accounts receivable was less than 10% of accounts receivable.
No other customers accounted for 10% or more of the Company’s accounts receivable in the periods presented.
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POWER INTEGRATIONS, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Geographic Net Revenues
The Company markets its products globally through its sales personnel and a worldwide network of independent sales representatives and distributors. Geographic net revenues, based on “bill to” customer locations, for the three and six months ended June 30, 2021 and 2020, were as follows:
Three Months Ended
Six Months Ended
June 30,
June 30,
(In thousands)
2021
2020
2021
2020
United States of America
$
3,819
$
2,935
$
7,919
$
5,648
Hong Kong/China
122,123
65,680
240,853
126,093
Taiwan
6,361
7,199
12,803
13,678
Korea
13,705
7,284
26,194
17,641
Western Europe (excluding Germany)
8,720
7,995
15,850
18,030
Japan
5,152
4,398
9,799
8,303
Germany
7,656
5,847
14,662
11,414
Other
12,574
5,494
25,767
15,689
Total net revenues
$
180,110
$
106,832
$
353,847
$
216,496
8. STOCKHOLDERS’ EQUITY:
Common Stock Shares Outstanding
Three Months Ended
Six Months Ended
June 30,
June 30,
(In thousands)
2021
2020
2021
2020
Beginning balance
60,363
59,382
59,910
58,862
Common stock issued under employee stock plans
316
386
769
954
Repurchased
( 335 )
( 16 )
( 335 )
( 64 )
Ending balance
60,344
59,752
60,344
59,752
In July 2020, the Company’s board of directors approved a two -for-one stock split in the form of a stock dividend, payable on August 18, 2020 , to stockholders of record as of the close of business on August 14, 2020 . The Company’s stockholders received one additional share of common stock for each share of common stock held on August 14, 2020. The share and per share information for all periods presented in this Form 10-Q reflects the effect of the stock split.
Common Stock Repurchases
As of December 31, 2020, the Company had approximately $ 41.3 million remaining under its stock-repurchase program. In April 2021, the Company’s board of directors authorized the use of an additional $ 50.0 million for the repurchase of the Company’s common stock, with repurchases to be executed according to pre-defined price/volume guidelines. In the six months ended June 30, 2021 the Company purchased approximately 335,000 shares for approximately $ 26.4 million . As of June 30, 2021, the Company had approximately $ 64.9 million remaining under its current repurchase program, which has no expiration date. Authorization of future repurchase programs is at the discretion of the board of directors and will depend on the Company’s financial condition, results of operations, capital requirements, business conditions and other factors.
Cash Dividends
In October 2019, the Company’s board of directors declared four quarterly cash dividends of $ 0.095 per share to be paid to stockholders of record at the end of each quarter in 2020. In April 2020, the Company’s board of directors raised the cash dividends with the declaration of three cash dividends of $ 0.105 per share (in lieu of the $ 0.095 per share previously announced in October 2019) to be paid to stockholders of record at the end of each of the second, third and fourth quarter in 2020. In July 2020, the Company’s board of directors raised the cash dividends further with the declaration of two cash dividends of $ 0.11 per share (in lieu of the $ 0.105 per share announced in April 2020) to be paid to stockholders of record at the end of each of the third and fourth quarter in 2020.
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NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
In January 2021, the Company’s board of directors raised the quarterly cash dividend by an additional $ 0.02 per share with the declaration of four cash dividends of $ 0.13 per share to be paid to stockholders of record at the end of each quarter in 2021.
For the three and six months ended June 30, 2021 and 2020, cash dividends declared and paid were as follows:
Three Months Ended
Six Months Ended
June 30,
June 30,
(In thousands, except per share amounts)
2021
2020
2021
2020
Dividends declared and paid
$
7,867
$
6,271
$
15,712
$
11,915
Dividends declared per common share
$
0.13
$
0.105
$
0.26
$
0.20
9. EARNINGS PER SHARE:
Basic earnings per share are calculated by dividing net income by the weighted-average shares of common stock outstanding during the period. Diluted earnings per share are calculated by dividing net income by the weighted-average shares of common stock and dilutive common equivalent shares outstanding during the period. Dilutive common equivalent shares included in this calculation consist of dilutive shares issuable upon the assumed exercise of outstanding common stock options, the assumed vesting of outstanding restricted stock units, the assumed issuance of awards under the stock purchase plan and contingently issuable performance-based awards, as computed using the treasury stock method.
A summary of the earnings per share calculation is as follows:
Three Months Ended
Six Months Ended
June 30,
June 30,
(In thousands, except per share amounts)
2021
2020
2021
2020
Basic earnings per share:
Net income
$
41,881
$
13,192
$
81,679
$
29,078
Weighted-average common shares
60,544
59,712
60,366
59,458
Basic earnings per share
$
0.69
$
0.22
$
1.35
$
0.49
Diluted earnings per share: (1)
Net income
$
41,881
$
13,192
$
81,679
$
29,078
Weighted-average common shares
60,544
59,712
60,366
59,458
Effect of dilutive awards:
Employee stock plans
922
912
1,115
1,006
Diluted weighted-average common shares
61,466
60,624
61,481
60,464
Diluted earnings per share
$
0.68
$
0.22
$
1.33
$
0.48
(1) The Company includes the shares underlying performance-based awards in the calculation of diluted earnings per share if the performance conditions have been satisfied as of the end of the reporting period and excludes such shares when the necessary conditions have not been met. The Company has excluded the shares underlying the outstanding performance-based awards in the 2021 and 2020 calculations as the shares were not contingently issuable as of the end of the reporting periods.
In the three months ended June 30, 2021, approximately 134,000 stock awards were determined to be anti-dilutive and therefore excluded from the computation of diluted earnings per share, no outstanding stock awards were determined to be anti-dilutive in the comparable period of 2020. In the six months ended June 30, 2021 and 2020, no outstanding stock awards were determined to be anti-dilutive and therefore excluded from the computation of diluted earnings per share.
In July 2020, the Company’s board of directors approved a two -for-one stock split in the form of a stock dividend to stockholders of record as of the close of business on August 14, 2020. Refer to Note 8, Stockholders’ Equity , for additional information. The share and per share information for all periods presented in this Form 10-Q reflects the effect of the stock split.
10. PROVISION FOR INCOME TAXES:
Income-tax expense includes a provision for federal, state and foreign taxes based on the annual estimated effective tax rate applicable to the Company and its subsidiaries, adjusted for certain discrete items which are fully
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NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
recognized in the period they occur. Accordingly, the interim effective tax rate may not be reflective of the annual estimated effective tax rate.
The Company’s effective tax rates for the three and six months ended June 30, 2021, were 7.2 % and 4.9 %, respectively, and 8.4 % and 7.0 %, respectively, in the corresponding periods of 2020. In the three and six months ended June 30, 2021 and 2020, the effective tax rate was lower than the statutory federal income-tax rate of 21 % due to the geographic distribution of the Company’s world-wide earnings in lower-tax jurisdictions, federal research tax credits and the recognition of excess tax benefits related to share-based payments. Additionally, in the six months ended June 30, 2021, the Company’s effective tax rate was favorably impacted by a discrete item associated with the release of an unrecognized tax benefit. These benefits were partially offset by foreign income subject to U.S. tax, known as global intangible low-taxed income. The Company’s primary jurisdiction where foreign earnings are derived is the Cayman Islands, which is a non-taxing jurisdiction. Income earned in other foreign jurisdictions was not material. The Company has not been granted any incentivized tax rates and does not operate under any tax holidays in any jurisdiction.
As of June 30, 2021, the Company maintained a valuation allowance on its California deferred tax assets, New Jersey deferred tax assets, and capital losses for federal purposes, and a valuation allowance with respect to its deferred tax assets relating to tax credits in Canada.
Determining the consolidated provision for income-tax expense, income-tax liabilities and deferred tax assets and liabilities involves judgment. The Company calculates and provides for income taxes in each of the tax jurisdictions in which it operates, which involves estimating current tax exposures as well as making judgments regarding the recoverability of deferred tax assets in each jurisdiction. The estimates used could differ from actual results, which may have a significant impact on operating results in future periods.
11. COMMITMENTS:
Supplier Agreements
Under the terms of the Company’s wafer-supply agreements with Seiko Epson Corporation ("Epson"), and ROHM Lapis Semiconductor Co., Ltd. ("Lapis") the wafers purchased from these suppliers are priced in U.S. dollars, with mutual sharing of the impact of fluctuations in the exchange rate between the Japanese yen and the U.S. dollar on future purchases. Each year, the Company’s management and these two suppliers review and negotiate future pricing; the negotiated pricing is denominated in U.S. dollars but is subject to contractual exchange rate provisions. The fluctuation in the exchange rate is shared equally between the Company and each of these suppliers on future purchases.
12. LEGAL PROCEEDINGS AND CONTINGENCIES:
From time to time in the ordinary course of business, the Company becomes involved in lawsuits, or customers and distributors may make claims against the Company. In accordance with ASC 450-10, Contingencies , the Company makes a provision for a liability when it is both probable that a liability has been incurred and the amount of the loss can be reasonably estimated.
On April 1, 2016, Opticurrent, LLC filed a complaint against the Company in the United States District Court for the Eastern District of Texas alleging that the Company infringed one patent pertaining to transistor switch devices and seeking damages for the alleged infringement. The Company filed a motion to transfer the case to the Northern District of California, which the Court granted, and the case was assigned to a new judge in San Francisco following the transfer. On December 21, 2018, the Court granted the Company’s challenge to Opticurrent’s damages expert but denied the Company’s motion for summary judgment. Following a trial in February 2019, a jury issued a finding of direct infringement by the Company but found that the Company did not induce infringement, and awarded Opticurrent damages of $ 6.7 million. The Company challenged those findings in post-trial proceedings, and the Court granted one of the Company’s post-trial motions, reducing the damages award to $ 1.2 million. The Court of Appeals affirmed the original findings and the reduced damages award, but the Company believes Opticurrent made key disclaimers during reexamination proceedings after the original trial, giving rise to a motion to set aside the original judgment in view of a disclaimer, an issue that is currently on appeal to the Federal Circuit. Briefing on the Company’s appeal is completed, with oral argument expected to take place in the coming months and a ruling thereafter. The District Court has issued an order staying execution on the original judgment pending the Company’s appeal, and the Federal Circuit rejected Opticurrent’s
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POWER INTEGRATIONS, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
challenge to the order staying execution pending appeal. As such, the Company continues to believe it has strong defenses, and intends to continue to vigorously defend itself against Opticurrent’s claims.
On June 19, 2019, Opticurrent, LLC filed a follow-on lawsuit in the United States District Court for the Northern District of California accusing more of the Company’s products of infringement and seeking damages for the alleged infringement of the same claim of the same patent asserted in the parties’ prior litigation, as described above. Limited discovery has taken place, but proceedings are currently stayed for all but written discovery, and no schedule has yet been set for expert discovery, dispositive motions, or trial. The Company believes it has strong defenses, independent of the issue on appeal in the first case, and intends to vigorously defend itself against Opticurrent’s claims, with appeals to follow if necessary.
On January 6, 2020, the Company filed a complaint against CogniPower LLC in the United States District Court for the District of Delaware for infringement of two of the Company’s patents and seeking a declaration of non-infringement with respect to patents that CogniPower had charged the Company’s customers with infringing , based on customer use of the Company’s products. In response, CogniPower filed a motion to dismiss the Company’s declaratory judgment claims on the basis that CogniPower had not threatened the Company directly with suit. That motion was granted, so CogniPower’s claims for infringement initially went forward separately in their lawsuit against the Company’s customers in the District of Delaware, but the Company filed a motion to intervene in that lawsuit and received a ruling allowing the Company to intervene in CogniPower’s customer lawsuit on February 1, 2021. Fact discovery is now under way, but the Company believes it has strong claims and defenses, and intends to vigorously defend itself against CogniPower’s claims against the Company’s technology, with appeals to follow if necessary. Moreover, given the United States Patent and Trademark Office’s institution of inter partes review (IPR) proceedings against every independent claim CogniPower asserted in the litigation, the parties have agreed to stay the associated District Court litigation pending resolution of the IPRs.
The Company is unable to predict the outcome of legal proceedings with certainty, and there can be no assurance that the Company will prevail in the above-mentioned unsettled litigations. These litigations, whether or not determined in the Company’s favor or settled, will be costly and will divert the efforts and attention of the Company’s management and technical personnel from normal business operations, potentially causing a material adverse effect on the business, financial condition and operating results. Currently, the Company is not able to estimate a loss or a range of loss for the ongoing litigation disclosed above, however adverse determinations in litigation could result in monetary losses, the loss of proprietary rights, subject the Company to significant liabilities, require the Company to seek licenses from third parties or prevent the Company from licensing the technology, any of which could have a material adverse effect on the Company’s business, financial condition and operating results.
13. INDEMNIFICATIONS:
The Company sells products to its distributors under contracts, collectively referred to as Distributor Sales Agreements (“DSA”). Each DSA contains the relevant terms of the contractual arrangement with the distributor, and generally includes certain provisions for indemnifying the distributor against losses, expenses, and liabilities from damages that may be awarded against the distributor in the event the Company’s products are found to infringe upon a patent, copyright, trademark, or other proprietary right of a third party (“Customer Indemnification”). The DSA generally limits the scope of and remedies for the Customer Indemnification obligations in a variety of industry-standard respects, including, but not limited to, limitations based on time and geography, and a right to replace an infringing product. The Company also, from time to time, has granted a specific indemnification right to individual customers.
The Company believes its internal development processes and other policies and practices limit its exposure related to such indemnifications. In addition, the Company requires its employees to sign a proprietary information and inventions agreement, which assigns the rights to its employees’ development work to the Company. To date, the Company has not had to reimburse any of its distributors or customers for any losses related to these indemnifications and no material claims were outstanding as of June 30, 2021. For several reasons, including the lack of prior indemnification claims and the lack of a monetary liability limit for certain infringement cases, the Company cannot determine the maximum amount of potential future payments, if any, related to such indemnifications.
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