Item 1. Financial Statements
ITEM 1. FINANCIAL STATEMENTS
POWER INTEGRATIONS, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
(In thousands)
June 30, 2022
December 31, 2021
ASSETS
CURRENT ASSETS:
Cash and cash equivalents
$
67,383
$
158,117
Short-term marketable securities
260,209
372,235
Accounts receivable, net
27,980
41,393
Inventories
111,258
99,266
Prepaid expenses and other current assets
14,219
15,804
Total current assets
481,049
686,815
PROPERTY AND EQUIPMENT, net
184,245
179,824
INTANGIBLE ASSETS, net
7,684
9,012
GOODWILL
91,849
91,849
DEFERRED TAX ASSETS
19,830
16,433
OTHER ASSETS
24,347
30,554
Total assets
$
809,004
$
1,014,487
LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES:
Accounts payable
$
41,402
$
43,721
Accrued payroll and related expenses
14,569
15,492
Taxes payable
561
1,210
Other accrued liabilities
13,597
11,898
Total current liabilities
70,129
72,321
LONG-TERM INCOME TAXES PAYABLE
15,739
15,280
OTHER LIABILITIES
12,891
14,854
Total liabilities
98,759
102,455
COMMITMENTS AND CONTINGENCIES (Notes 11, 12 and 13)
STOCKHOLDERS’ EQUITY:
Common stock
24
28
Additional paid-in capital
—
162,301
Accumulated other comprehensive loss
( 10,060 )
( 3,737 )
Retained earnings
720,281
753,440
Total stockholders’ equity
710,245
912,032
Total liabilities and stockholders’ equity
$
809,004
$
1,014,487
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)
2022
2021
2022
2021
NET REVENUES
$
183,986
$
180,110
$
366,135
$
353,847
COST OF REVENUES
77,143
88,797
158,617
178,123
GROSS PROFIT
106,843
91,313
207,518
175,724
OPERATING EXPENSES:
Research and development
23,507
21,741
47,185
41,768
Sales and marketing
16,045
15,290
32,381
29,413
General and administrative
6,059
9,306
15,673
19,381
Other operating expenses, net
1,130
—
1,130
—
Total operating expenses
46,741
46,337
96,369
90,562
INCOME FROM OPERATIONS
60,102
44,976
111,149
85,162
OTHER INCOME
674
173
1,228
770
INCOME BEFORE INCOME TAXES
60,776
45,149
112,377
85,932
PROVISION FOR INCOME TAXES
4,952
3,268
10,305
4,253
NET INCOME
$
55,824
$
41,881
$
102,072
$
81,679
EARNINGS PER SHARE:
Basic
$
0.97
$
0.69
$
1.75
$
1.35
Diluted
$
0.96
$
0.68
$
1.72
$
1.33
SHARES USED IN PER SHARE CALCULATION:
Basic
57,731
60,544
58,480
60,366
Diluted
58,305
61,466
59,192
61,481
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 COMPREHENSIVE INCOME
(Unaudited)
Three Months Ended
Six Months Ended
June 30,
June 30,
(In thousands)
2022
2021
2022
2021
Net income
$
55,824
$
41,881
$
102,072
$
81,679
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, 2022 and 2021
( 754 )
( 40 )
( 1,023 )
( 58 )
Unrealized loss on marketable securities, net of $ 0 tax in each of the three and six months ended June 30, 2022 and 2021
( 1,160 )
( 331 )
( 5,341 )
( 911 )
Amortization of defined benefit pension items, net of tax of $ 0 and $ 3 in the three and six months ended June 30, 2022, respectively, and $ 6 and $ 141 in the three and six months ended June 30, 2021, respectively
23
52
41
( 23 )
Total other comprehensive loss
( 1,891 )
( 319 )
( 6,323 )
( 992 )
TOTAL COMPREHENSIVE INCOME
$
53,933
$
41,562
$
95,749
$
80,687
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)
2022
2021
2022
2021
Common stock
Beginning balance
$
26
$
29
$
28
$
28
Common stock issued under employee stock plans
—
—
—
1
Repurchase of common stock
( 2 )
( 1 )
( 4 )
( 1 )
Ending balance
24
28
24
28
Additional paid-in capital
Beginning balance
39,684
203,051
162,301
190,920
Common stock issued under employee stock plans
—
—
3,057
3,651
Repurchase of common stock
( 43,363 )
( 26,373 )
( 178,050 )
( 26,373 )
Stock-based compensation
3,679
9,200
12,692
17,680
Ending balance
—
185,878
—
185,878
Accumulated other comprehensive loss
Beginning balance
( 8,169 )
( 2,836 )
( 3,737 )
( 2,163 )
Other comprehensive loss
( 1,891 )
( 319 )
( 6,323 )
( 992 )
Ending balance
( 10,060 )
( 3,155 )
( 10,060 )
( 3,155 )
Retained earnings
Beginning balance
789,032
653,579
753,440
621,626
Net income
55,824
41,881
102,072
81,679
Repurchase of common stock
( 114,295 )
—
( 114,295 )
—
Payment of dividends to stockholders
( 10,280 )
( 7,867 )
( 20,936 )
( 15,712 )
Ending balance
720,281
687,593
720,281
687,593
Total stockholders’ equity
$
710,245
$
870,344
$
710,245
$
870,344
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)
2022
2021
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income
$
102,072
$
81,679
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation
17,174
15,274
Amortization of intangibles
1,328
1,905
Loss on disposal of property and equipment
1,034
38
Stock-based compensation expense
12,692
17,680
Amortization of premium on marketable securities
1,867
300
Deferred income taxes
( 3,282 )
1,182
Increase in accounts receivable allowance for credit losses
259
91
Change in operating assets and liabilities:
Accounts receivable
13,154
( 5,533 )
Inventories
( 11,992 )
13,235
Prepaid expenses and other assets
4,075
( 4,501 )
Accounts payable
5,577
8,053
Taxes payable and accrued liabilities
( 2,539 )
( 4,433 )
Net cash provided by operating activities
141,419
124,970
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property and equipment
( 27,944 )
( 19,294 )
Proceeds from sale of property and equipment
1,202
35
Purchases of marketable securities
( 20,710 )
( 188,753 )
Proceeds from sales and maturities of marketable securities
125,527
160,083
Net cash provided by (used in) investing activities
78,075
( 47,929 )
CASH FLOWS FROM FINANCING ACTIVITIES:
Issuance of common stock under employee stock plans
3,057
3,652
Repurchase of common stock
( 292,349 )
( 26,374 )
Payments of dividends to stockholders
( 20,936 )
( 15,712 )
Net cash used in financing activities
( 310,228 )
( 38,434 )
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
( 90,734 )
38,607
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD
158,117
258,874
CASH AND CASH EQUIVALENTS AT END OF PERIOD
$
67,383
$
297,481
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES:
Unpaid property and equipment
$
2,984
$
5,070
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid for income taxes, net
$
14,657
$
10,084
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, 2021, included in its Form 10-K filed on February 7, 2022, with the Securities and Exchange Commission.
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 7, 2022, for the year ended December 31, 2021.
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)
2022
2021
Accounts receivable trade
$
92,444
$
87,503
Allowance for ship and debit
( 59,974 )
( 41,599 )
Allowance for stock rotation and rebate
( 3,786 )
( 4,066 )
Allowance for credit losses
( 704 )
( 445 )
Total
$
27,980
$
41,393
The Company maintains an allowance for estimated credit losses resulting from the inability of customers to make required payments. This allowance is established using estimates formulated by the Company’s management based upon factors such as the composition of the accounts receivable aging, historical losses, changes in payment patterns, customer creditworthiness and current economic trends. Receivables determined to be uncollectible are written off and deducted from the allowance.
Three Months Ended
Six Months Ended
June 30,
June 30,
(In thousands)
2022
2021
2022
2021
Beginning balance
$
( 520 )
$
( 425 )
$
( 445 )
$
( 427 )
Provision for credit loss expense
( 218 )
( 360 )
( 618 )
( 577 )
Receivables written off
—
—
—
—
Recoveries collected
34
267
359
486
Ending balance
$
( 704 )
$
( 518 )
$
( 704 )
$
( 518 )
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POWER INTEGRATIONS, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Inventories
June 30,
December 31,
(In thousands)
2022
2021
Raw materials
$
38,824
$
24,131
Work-in-process
22,357
31,788
Finished goods
50,077
43,347
Total
$
111,258
$
99,266
Intangible Assets
June 30, 2022
December 31, 2021
Accumulated
Accumulated
(In thousands)
Gross
Amortization
Net
Gross
Amortization
Net
Domain name
$
1,261
$
—
$
1,261
$
1,261
$
—
$
1,261
Developed technology
37,960
( 32,567 )
5,393
37,960
( 31,603 )
6,357
Customer relationships
16,700
( 16,700 )
—
16,700
( 16,458 )
242
Technology licenses
1,926
( 896 )
1,030
1,926
( 774 )
1,152
Total intangible assets
$
57,847
$
( 50,163 )
$
7,684
$
57,847
$
( 48,835 )
$
9,012
The estimated future amortization expense related to finite-lived intangible assets at June 30, 2022, is as follows:
Estimated
Amortization
Fiscal Year
(In thousands)
2022 (remaining six months)
$
1,087
2023
2,173
2024
1,279
2025
832
2026
687
Thereafter
365
Total
$
6,423
Accumulated Other Comprehensive Loss
Changes in accumulated other comprehensive loss for the three and six months ended June 30, 2022 and 2021, 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)
2022
2021
2022
2021
2022
2021
2022
2021
Beginning balance
$
( 5,346 )
$
310
$
( 656 )
$
( 1,716 )
$
( 2,167 )
$
( 1,430 )
$
( 8,169 )
$
( 2,836 )
Other comprehensive income (loss) before reclassifications
( 1,160 )
( 331 )
—
—
( 754 )
( 40 )
( 1,914 )
( 371 )
Amounts reclassified from accumulated other comprehensive loss
—
—
23
(1)
52
(1)
—
—
23
52
Net-current period other comprehensive income (loss)
( 1,160 )
( 331 )
23
52
( 754 )
( 40 )
( 1,891 )
( 319 )
Ending balance
$
( 6,506 )
$
( 21 )
$
( 633 )
$
( 1,664 )
$
( 2,921 )
$
( 1,470 )
$
( 10,060 )
$
( 3,155 )
(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, 2022 and 2021.
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POWER INTEGRATIONS, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Unrealized Gains
and Losses on
Defined Benefit
Foreign Currency
Marketable Securities
Pension 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)
2022
2021
2022
2021
2022
2021
2022
2021
Beginning balance
$
( 1,165 )
$
890
$
( 674 )
$
( 1,641 )
$
( 1,898 )
$
( 1,412 )
$
( 3,737 )
$
( 2,163 )
Other comprehensive income (loss) before reclassifications
( 5,341 )
( 911 )
—
—
( 1,023 )
( 58 )
( 6,364 )
( 969 )
Amounts reclassified from accumulated other comprehensive loss
—
—
41
(1)
( 23 )
(1)
—
—
41
( 23 )
Net-current period other comprehensive income (loss)
( 5,341 )
( 911 )
41
( 23 )
( 1,023 )
( 58 )
( 6,323 )
( 992 )
Ending balance
$
( 6,506 )
$
( 21 )
$
( 633 )
$
( 1,664 )
$
( 2,921 )
$
( 1,470 )
$
( 10,060 )
$
( 3,155 )
(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, 2022 and 2021 .
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.
The fair-value hierarchy of the Company’s cash equivalents and marketable securities at June 30, 2022 and December 31, 2021, was as follows:
Fair Value Measurement at
June 30, 2022
Quoted Prices in
Active Markets for
Significant Other
Identical Assets
Observable Inputs
(In thousands)
Total Fair Value
(Level 1)
(Level 2)
Commercial paper
$
8,795
$
—
$
8,795
Corporate securities
260,209
—
260,209
Money market funds
4,040
4,040
—
Total
$
273,044
$
4,040
$
269,004
Fair Value Measurement at
December 31, 2021
Quoted Prices in
Active Markets for
Significant Other
Identical Assets
Observable Inputs
(In thousands)
Total Fair Value
(Level 1)
(Level 2)
Commercial paper
$
172,237
$
—
$
172,237
Corporate securities
282,540
—
282,540
Money market funds
29,793
29,793
—
Total
$
484,570
$
29,793
$
454,777
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POWER INTEGRATIONS, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
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, 2022 and the twelve months ended December 31, 2021.
5. MARKETABLE SECURITIES:
Amortized cost and estimated fair market value of marketable securities classified as available-for-sale (excluding cash equivalents) at June 30, 2022, were as follows:
Amortized
Gross Unrealized
Estimated Fair
(In thousands)
Cost
Gains
Losses
Market Value
Investments due in 3 months or less:
Corporate securities
$
6,316
$
—
$
( 14 )
$
6,302
Total
6,316
—
( 14 )
6,302
Investments due in 4-12 months:
Corporate securities
113,048
—
( 2,253 )
110,795
Total
113,048
—
( 2,253 )
110,795
Investments due in 12 months or greater:
Corporate securities
147,351
—
( 4,239 )
143,112
Total
147,351
—
( 4,239 )
143,112
Total marketable securities
$
266,715
$
—
$
( 6,506 )
$
260,209
Accrued interest receivable was $ 1.4 million at June 30, 2022 and was recorded within prepaid expenses and other current assets on the condensed consolidated balance sheet.
Amortized cost and estimated fair market value of marketable securities classified as available-for-sale (excluding cash equivalents) at December 31, 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
$
89,965
$
—
$
—
$
89,965
Corporate securities
7,285
—
( 3 )
7,282
Total
97,250
—
( 3 )
97,247
Investments due in 4-12 months:
Corporate securities
25,054
—
( 42 )
25,012
Total
25,054
—
( 42 )
25,012
Investments due in 12 months or greater:
Corporate securities
251,096
21
( 1,141 )
249,976
Total
251,096
21
( 1,141 )
249,976
Total marketable securities
$
373,400
$
21
$
( 1,186 )
$
372,235
Accrued interest receivable was $ 1.5 million at December 31, 2021 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, 2022:
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
$
245,800
$
( 6,188 )
$
10,533
$
( 318 )
$
256,333
$
( 6,506 )
Total marketable securities
$
245,800
$
( 6,188 )
$
10,533
$
( 318 )
$
256,333
$
( 6,506 )
In the three and six months ended June 30, 2022 and 2021, no unrealized losses on marketable securities were recognized in income.
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POWER INTEGRATIONS, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
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. 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, 2022 and 2021:
Three Months Ended
Six Months Ended
June 30,
June 30,
(In thousands)
2022
2021
2022
2021
Cost of revenues
$
235
$
640
$
555
$
1,271
Research and development
2,323
3,159
5,378
5,550
Sales and marketing
1,177
1,725
3,125
3,339
General and administrative
( 56 )
3,676
3,634
7,520
Total stock-based compensation expense
$
3,679
$
9,200
$
12,692
$
17,680
Stock-based compensation expense in the three months ended June 30, 2022, was approximately $ 3.7 million, comprising approximately $ 5.3 million related to restricted stock unit (RSU) awards, a $ 2.1 million credit to expense 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, 2022, was approximately $ 12.7 million, comprising approximately $ 10.9 million related to RSUs, $ 0.9 million related to PSUs and PRSUs and $ 0.9 million related to the Company’s employee stock purchase plan.
Stock-based compensation expense in the three months ended June 30, 2021, was approximately $ 9.2 million, comprising approximately $ 4.7 million related to RSUs, $ 4.0 million related to PSUs and PRSUs 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.
PSU Awards
Under the performance-based awards program, the Company grants awards in the performance year in an amount equal to twice the target number of shares to be issued if the maximum performance metrics are met. The number of shares that are released at the end of the performance year can range from zero to 200 % of the target number depending on the Company’s performance. The performance metrics of this program are annual targets consisting of a combination of net revenue, non-GAAP operating income and strategic goals.
As the net revenue, non-GAAP operating income and strategic goals are considered performance conditions, expense associated with these awards, net of estimated forfeitures, is recognized over the service period based on an assessment of the expected achievement of the performance targets. The fair value of these PSUs is determined using the fair value of the Company’s common stock on the date of the grant, reduced by the discounted present value of dividends expected to be declared before the awards vest. If the performance conditions are not achieved, no compensation cost is recognized and any previously recognized compensation is reversed.
In February 2022, it was determined that approximately 104,000 shares subject to the PSUs granted in 2021 vested in aggregate; the shares were released to the Company’s employees and executives in the first quarter of 2022.
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POWER INTEGRATIONS, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
A summary of PSUs outstanding as of June 30, 2022 and activity during the six months ended, is presented below:
Weighted-Average
Weighted-Average
Remaining
Aggregate
Shares
Grant Date Fair
Contractual Term
Intrinsic Value
(In thousands)
Value Per Share
(In years)
(In thousands)
Outstanding at January 1, 2022
104
$
84.47
Granted
118
$
79.93
Vested
( 104 )
$
84.47
Forfeited
( 2 )
$
79.23
Outstanding at June 30, 2022
116
$
79.94
0.50
$
8,678
Outstanding and expected to vest at June 30, 2022
75
0.50
$
5,623
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 2020, 2021 and 2022 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 February 2022 it was determined that approximately 135,000 shares subject to the PRSUs granted in 2019 vested in aggregate; the shares were released to the Company’s executives in the first quarter of 2022.
A summary of PRSUs outstanding as of June 30, 2022 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, 2022
383
$
53.14
Granted
110
$
78.96
Vested
( 135 )
$
34.09
Forfeited
—
—
Outstanding at June 30, 2022
358
$
68.18
1.40
$
26,881
Outstanding and expected to vest at June 30, 2022
152
1.07
$
11,408
RSU Awards
A summary of RSUs outstanding as of June 30, 2022 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, 2022
1,144
$
46.81
Granted
481
$
76.45
Vested
( 433 )
$
42.34
Forfeited
( 40 )
$
56.04
Outstanding at June 30, 2022
1,152
$
60.55
2.00
$
86,448
Outstanding and expected to vest at June 30, 2022
1,053
1.89
$
79,006
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POWER INTEGRATIONS, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
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.
Customer Concentration
The Company’s top ten customers accounted for approximately 77 % of net revenues for both the three and six months ended June 30, 2022, and 80 % in both the corresponding periods of 2021. 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 $ 133.9 million and $ 269.7 million in the three and six months ended June 30, 2022, respectively, and $ 136.4 million and $ 270.7 million, respectively, in the corresponding periods of 2021. Direct sales to OEMs and power-supply manufacturers accounted for the remainder.
The following customers (both of which are distributors of the Company’s products) 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
2022
2021
2022
2021
Avnet
30
%
29
%
31
%
30
%
Honestar Technologies Co., Ltd.
11
%
19
%
13
%
19
%
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, 2022 and December 31, 2021, 84 % and 86 %, respectively, of accounts receivable were concentrated with the Company’s top ten customers.
The following customer represented 10% or more of accounts receivable at June 30, 2022 and December 31, 2021:
June 30,
December 31,
Customer
2022
2021
Avnet
39
%
45
%
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, 2022 and 2021, were as follows:
Three Months Ended
Six Months Ended
June 30,
June 30,
(In thousands)
2022
2021
2022
2021
United States of America
$
7,569
$
3,819
$
14,476
$
7,919
Hong Kong/China
96,760
122,123
202,001
240,853
Taiwan
5,848
6,361
11,106
12,803
Korea
18,563
13,705
37,226
26,194
Western Europe (excluding Germany)
8,129
8,720
16,374
15,850
Japan
10,160
5,152
18,209
9,799
Germany
14,460
7,656
25,943
14,662
Other
22,497
12,574
40,800
25,767
Total net revenues
$
183,986
$
180,110
$
366,135
$
353,847
8. STOCKHOLDERS’ EQUITY:
Common Stock Shares Outstanding
Three Months Ended
Six Months Ended
June 30,
June 30,
(In thousands)
2022
2021
2022
2021
Beginning balance
58,778
60,363
59,913
59,910
Common stock issued under employee stock plans
275
316
724
769
Repurchased
( 1,919 )
( 335 )
( 3,503 )
( 335 )
Ending balance
57,134
60,344
57,134
60,344
Common Stock Repurchases
As of December 31, 2021, the Company had $ 67.3 million remaining under its stock-repurchase program. In January, February and April 2022, the Company’s board of directors authorized the use of an additional $ 100 million, $ 50 million and $ 75 million, respectively, 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, 2022, the Company purchased 3.5 million shares for $ 292.3 million, leaving no funds authorized as of June 30, 2022. 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 January 2021, the Company’s board of directors declared four cash dividends of $ 0.13 per share to be paid to stockholders of record at the end of each quarter in 2021. In October 2021, the Company’s board of directors raised the quarterly cash dividend with the declaration of five cash dividends of $ 0.15 per share (in lieu of the $ 0.13 per share announced in January 2021) to be paid to stockholders of record at the end of the fourth quarter in 2021 and at the end of each quarter in 2022 .
In January 2022, the Company’s board of directors raised the quarterly cash dividend by an additional $ 0.03 per share with the declaration of four cash dividends of $ 0.18 per share (in lieu of the $ 0.15 per share announced in October 2021) to be paid to stockholders of record at the end of each quarter in 2022.
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POWER INTEGRATIONS, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
For the three and six months ended June 30, 2022 and 2021, cash dividends declared and paid were as follows:
Three Months Ended
Six Months Ended
June 30,
June 30,
(In thousands, except per share amounts)
2022
2021
2022
2021
Dividends declared and paid
$
10,280
$
7,867
$
20,936
$
15,712
Dividends declared per common share
$
0.18
$
0.13
$
0.36
$
0.26
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)
2022
2021
2022
2021
Basic earnings per share:
Net income
$
55,824
$
41,881
$
102,072
$
81,679
Weighted-average common shares
57,731
60,544
58,480
60,366
Basic earnings per share
$
0.97
$
0.69
$
1.75
$
1.35
Diluted earnings per share: (1)
Net income
$
55,824
$
41,881
$
102,072
$
81,679
Weighted-average common shares
57,731
60,544
58,480
60,366
Effect of dilutive awards:
Employee stock plans
574
922
712
1,115
Diluted weighted-average common shares
58,305
61,466
59,192
61,481
Diluted earnings per share
$
0.96
$
0.68
$
1.72
$
1.33
(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 2022 and 2021 calculations as the shares were not contingently issuable as of the end of the reporting periods.
In the three months ended June 30, 2022, no outstanding stock awards were determined to be anti-dilutive and therefore excluded from the computation of diluted earnings per share; in the comparable period of 2021, stock awards with approximately 0.1 million underlying shares were determined to be anti-dilutive. In the six months ended June 30, 2022 and 2021, no outstanding stock awards were determined to be anti-dilutive.
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 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, 2022, were 8.1 % and 9.2 %, respectively, and 7.2 % and 4.9 %, respectively, in the corresponding periods of 2021. The effective tax rate in these periods 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 and federal research tax credits. Additionally, in the three months ended
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POWER INTEGRATIONS, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
June 30, 2022 and 2021, the Company’s effective tax rate was favorably impacted by the recognition of excess tax benefits related to share-based payments. In the six months ended June 30, 2022 and 2021, the Company’s effective tax rate was favorably impacted by discrete items associated with the release of unrecognized tax benefits and recognition of excess tax benefits related to share-based payments. 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, 2022, 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 May 16, 2022, the Company entered into a binding settlement agreement (the “Settlement Agreement”) with Opticurrent, LLC, pursuant to which the parties agreed to end all outstanding legal disputes. Neither party granted any licenses to the other. Pursuant to the Settlement Agreement, the Company and Opticurrent have dismissed, withdrawn, and/or terminated all legal proceedings between the parties and the Company has agreed to pay Opticurrent $ 2.9 million.
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, and the parties thereafter agreed to dismiss the Company’s separate lawsuit against CogniPower. The remaining case is currently stayed, 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.
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 litigation. This litigation, whether or not determined in
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POWER INTEGRATIONS, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
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, 2022. 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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Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.