Item 8. Financial Statements and Supplementary Data
Item 8. Financial Statements and Supplementary Data.
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Stockholders and the Board of Directors of Power Integrations, Inc.
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of Power Integrations, Inc. and subsidiaries (the "Company") as of December 31, 2022 and 2021, the related consolidated statements of income, comprehensive income, stockholders' equity, and cash flows for each of the three years in the period ended December 31, 2022, and the related notes (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2022 and 2021, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2022, in conformity with the accounting principles generally accepted in the United States of America.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2022, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February 7, 2023 expressed an unqualified opinion on the Company's internal control over financial reporting.
Basis for Opinion
These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matters
Critical audit matters are matters arising from the current-period audit of the financial statements that were communicated or required to be communicated to the audit committee and that (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. We determined that there are no critical audit matters.
/s/ DELOITTE & TOUCHE LLP
San Jose, California
February 7, 2023
We have served as the Company’s auditor since 2005.
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POWER INTEGRATIONS, INC.
CONSOLIDATED BALANCE SHEETS
December 31,
December 31,
(In thousands)
2022
2021
ASSETS
CURRENT ASSETS:
Cash and cash equivalents
$
105,372
$
158,117
Short-term marketable securities
248,441
372,235
Accounts receivable, net
20,836
41,393
Inventories
135,420
99,266
Prepaid expenses and other current assets
15,004
15,804
Total current assets
525,073
686,815
PROPERTY AND EQUIPMENT, net
176,681
179,824
INTANGIBLE ASSETS, net
6,597
9,012
GOODWILL
91,849
91,849
DEFERRED TAX ASSETS
19,034
16,433
OTHER ASSETS
20,862
30,554
Total assets
$
840,096
$
1,014,487
LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES:
Accounts payable
$
30,088
$
43,721
Accrued payroll and related expenses
14,778
15,492
Taxes payable
938
1,210
Other accrued liabilities
12,572
11,898
Total current liabilities
58,376
72,321
LONG-TERM INCOME TAXES PAYABLE
15,757
15,280
OTHER LIABILITIES
10,747
14,854
Total liabilities
84,880
102,455
COMMITMENTS AND CONTINGENCIES (Notes 11, 12 and 13)
STOCKHOLDERS’ EQUITY:
Common stock, $ 0.001 par value
Authorized - 140,000 shares
Outstanding - 56,961 and 59,913 shares in 2022 and 2021, respectively
24
28
Additional paid-in capital
—
162,301
Accumulated other comprehensive loss
( 7,344 )
( 3,737 )
Retained earnings
762,536
753,440
Total stockholders’ equity
755,216
912,032
Total liabilities and stockholders’ equity
$
840,096
$
1,014,487
The accompanying notes are an integral part of these consolidated financial statements.
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POWER INTEGRATIONS, INC.
CONSOLIDATED STATEMENTS OF INCOME
Year Ended December 31,
(In thousands, except per share amounts)
2022
2021
2020
NET REVENUES
$
651,138
$
703,277
$
488,318
COST OF REVENUES
284,231
342,638
244,728
GROSS PROFIT
366,907
360,639
243,590
OPERATING EXPENSES:
Research and development
93,894
84,933
81,711
Sales and marketing
62,574
60,808
54,497
General and administrative
28,897
39,840
36,895
Other operating expenses, net
1,130
—
—
Total operating expenses
186,495
185,581
173,103
INCOME FROM OPERATIONS
180,412
175,058
70,487
OTHER INCOME
3,014
1,077
4,764
INCOME BEFORE INCOME TAXES
183,426
176,135
75,251
PROVISION FOR INCOME TAXES
12,575
11,722
4,075
NET INCOME
$
170,851
$
164,413
$
71,176
EARNINGS PER SHARE:
Basic
$
2.96
$
2.73
$
1.19
Diluted
$
2.93
$
2.67
$
1.17
SHARES USED IN PER SHARE CALCULATION:
Basic
57,801
60,327
59,657
Diluted
58,371
61,467
60,845
The accompanying notes are an integral part of these consolidated financial statements.
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POWER INTEGRATIONS, INC.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
Year Ended December 31,
(In thousands)
2022
2021
2020
Net income
$
170,851
$
164,413
$
71,176
Other comprehensive income (loss), net of tax:
Foreign currency translation adjustments, net of $ 0 tax in 2022, 2021 and 2020
( 985 )
( 486 )
( 183 )
Unrealized gain (loss) on marketable securities, net of $ 0 tax in 2022, 2021 and 2020
( 4,158 )
( 2,055 )
307
Unrealized actuarial gain on pension benefits, net of tax of ($ 271 ), ($ 334 ) and ($ 308 ) in 2022, 2021 and 2020, respectively
1,536
967
843
Total other comprehensive income (loss)
( 3,607 )
( 1,574 )
967
TOTAL COMPREHENSIVE INCOME
$
167,244
$
162,839
$
72,143
The accompanying notes are an integral part of these consolidated financial statements.
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POWER INTEGRATIONS, INC.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
Accumulated
Additional
Other
Total
Common Stock
Paid-In
Comprehensive
Retained
Stockholders’
(In thousands)
Shares
Amount
Capital
Loss
Earnings
Equity
BALANCE AT JANUARY 1, 2020
58,862
$
28
$
152,117
$
( 3,130 )
$
575,531
$
724,546
Issuance of common stock under employee stock option and stock award plans
963
—
4,608
—
—
4,608
Repurchase of common stock
( 63 )
—
( 2,636 )
—
—
( 2,636 )
Issuance of common stock under employee stock purchase plan
148
—
5,919
—
—
5,919
Stock-based compensation expense related to employee stock awards
—
—
28,952
—
—
28,952
Stock-based compensation expense related to employee stock purchases
—
—
1,960
—
—
1,960
Payment of dividends to stockholders
—
—
—
—
( 25,081 )
( 25,081 )
Unrealized actuarial gain on pension benefits
—
—
—
843
—
843
Unrealized gain on marketable securities
—
—
—
307
—
307
Foreign currency translation adjustment
—
—
—
( 183 )
—
( 183 )
Net income
—
—
—
—
71,176
71,176
BALANCE AT DECEMBER 31, 2020
59,910
28
190,920
( 2,163 )
621,626
810,411
Issuance of common stock under employee stock option and stock award plans
780
—
1,644
—
—
1,644
Repurchase of common stock
( 878 )
( 1 )
( 73,937 )
—
—
( 73,938 )
Issuance of common stock under employee stock purchase plan
101
1
6,065
—
—
6,066
Stock-based compensation expense related to employee stock awards
—
—
35,647
—
—
35,647
Stock-based compensation expense related to employee stock purchases
—
—
1,962
—
—
1,962
Payment of dividends to stockholders
—
—
—
—
( 32,599 )
( 32,599 )
Unrealized actuarial gain on pension benefits
—
—
—
967
—
967
Unrealized loss on marketable securities
—
—
—
( 2,055 )
—
( 2,055 )
Foreign currency translation adjustment
—
—
—
( 486 )
—
( 486 )
Net income
—
—
—
—
164,413
164,413
BALANCE AT DECEMBER 31, 2021
59,913
28
162,301
( 3,737 )
753,440
912,032
Issuance of common stock under employee stock option and stock award plans
731
—
257
—
—
257
Repurchase of common stock
( 3,770 )
( 4 )
( 190,827 )
—
( 120,263 )
( 311,094 )
Issuance of common stock under employee stock purchase plan
87
—
5,905
—
—
5,905
Stock-based compensation expense related to employee stock awards
—
—
20,494
—
—
20,494
Stock-based compensation expense related to employee stock purchases
—
—
1,870
—
—
1,870
Payment of dividends to stockholders
—
—
—
—
( 41,492 )
( 41,492 )
Unrealized actuarial gain on pension benefits
—
—
—
1,536
—
1,536
Unrealized loss on marketable securities
—
—
—
( 4,158 )
—
( 4,158 )
Foreign currency translation adjustment
—
—
—
( 985 )
—
( 985 )
Net income
—
—
—
—
170,851
170,851
BALANCE AT DECEMBER 31, 2022
56,961
$
24
$
—
$
( 7,344 )
$
762,536
$
755,216
The accompanying notes are an integral part of these consolidated financial statements.
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POWER INTEGRATIONS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
Year Ended December 31,
(In thousands)
2022
2021
2020
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income
$
170,851
$
164,413
$
71,176
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation
34,930
31,454
23,743
Amortization of intangibles
2,415
3,494
4,359
Loss on disposal of property and equipment
1,371
3,105
525
Stock-based compensation expense
22,364
37,609
30,912
Amortization of premium on marketable securities
3,292
1,590
705
Deferred income taxes
( 2,566 )
( 13,240 )
( 592 )
Increase (decrease) in accounts receivable allowance for credit losses
690
18
( 336 )
Change in operating assets and liabilities:
Accounts receivable
19,867
( 5,501 )
( 11,300 )
Inventories
( 36,154 )
3,612
( 12,498 )
Prepaid expenses and other assets
7,343
4,326
9,153
Accounts payable
( 3,836 )
4,067
5,697
Taxes payable and accrued liabilities
( 5,224 )
( 4,079 )
4,095
Net cash provided by operating activities
215,343
230,868
125,639
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property and equipment
( 39,211 )
( 47,272 )
( 70,598 )
Proceeds from sale of property and equipment
1,202
35
651
Purchases of marketable securities
( 55,820 )
( 554,018 )
( 109,703 )
Proceeds from sales and maturities of marketable securities
172,165
368,457
151,385
Net cash provided by (used in) investing activities
78,336
( 232,798 )
( 28,265 )
CASH FLOWS FROM FINANCING ACTIVITIES:
Issuance of common stock under employee stock plans
6,162
7,710
10,527
Repurchase of common stock
( 311,094 )
( 73,938 )
( 2,636 )
Payments of dividends to stockholders
( 41,492 )
( 32,599 )
( 25,081 )
Net cash used in financing activities
( 346,424 )
( 98,827 )
( 17,190 )
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
( 52,745 )
( 100,757 )
80,184
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD
158,117
258,874
178,690
CASH AND CASH EQUIVALENTS AT END OF PERIOD
$
105,372
$
158,117
$
258,874
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES:
Unpaid property and equipment
$
1,082
$
10,879
$
5,937
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid (received) for income taxes, net
$
17,880
$
25,644
$
( 1,973 )
The accompanying notes are an integral part of these consolidated financial statements.
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POWER INTEGRATIONS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. THE COMPANY:
Power Integrations, Inc. (“Power Integrations” or the “Company”), incorporated in California on March 25, 1988, and reincorporated in Delaware in December 1997, designs, develops, manufactures and markets analog and mixed-signal integrated circuits (ICs) and other electronic components and circuitry used in high-voltage power conversion. The Company’s products are used in power converters that convert electricity from a high-voltage source to the type of power required for a specified downstream use. A large percentage of the Company’s products are ICs used in AC-DC power supplies, which convert the high-voltage AC from a wall outlet to the low-voltage DC required by most electronic devices. Power supplies incorporating the Company’s products are used with all manner of electronic products including mobile phones, computing and networking equipment, appliances, electronic utility meters, battery-powered tools, industrial controls, and “home-automation,” or “internet of things” applications such as networked thermostats, power strips and other building-automation and security devices. The Company also supplies high-voltage LED drivers, which are AC-DC ICs specifically designed for lighting applications that utilize light-emitting diodes. In 2018, the Company introduced a new category of power-conversion ICs: a family of motor-driver ICs addressing brushless DC (BLDC) motors used in refrigerators, HVAC systems, ceiling fans and other consumer-appliance and light commercial applications. The Company also offers high-voltage gate drivers—either standalone ICs or circuit boards containing ICs, electrical isolation components and other circuitry—used to operate high-voltage switches such as insulated-gate bipolar transistors (IGBTs) and silicon-carbide (SiC) MOSFETs. These combinations of switches and drivers are used for power conversion in high-power applications (i.e., power levels ranging from a few kilowatts up to gigawatts) such as industrial motors, solar- and wind-power systems, electric vehicles and high-voltage DC transmission systems.
2. SIGNIFICANT ACCOUNTING POLICIES AND RECENT ACCOUNTING PRONOUNCEMENTS:
Significant Accounting Policies and Estimates
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 markets. 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.
Principles of Consolidation
The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries after elimination of all intercompany transactions and balances.
Estimates
The preparation of financial statements in conformity with U.S. Generally Accepted Accounting Principles (GAAP) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. On an ongoing basis, the Company evaluates its estimates, including those related to revenue recognition, allowances for receivables, inventories, litigation and income taxes. These estimates are based on historical facts and various other factors, which the Company believes to be reasonable at the time the estimates are made. However, as the effects of future events cannot be determined with precision, actual results could differ significantly from management’s estimates.
Revenue Recognition
The Company applies the provisions of Accounting Standards Codification (ASC) 606-10, Revenue from Contracts with Customers , and all related appropriate guidance. The Company recognizes revenue under the core principle to depict the transfer of control to the Company’s customers in an amount reflecting the consideration the Company expects to be entitled. In order to achieve that core principle, the Company applies the following five-step approach: (1) identify
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the contract with a customer, (2) identify the performance obligations in the contract, (3) determine the transaction price, (4) allocate the transaction price to the performance obligations in the contract, and (5) recognize revenue when a performance obligation is satisfied.
Product revenues consist of sales to original equipment manufacturers, or OEMs, merchant power supply manufacturers and distributors. The Company considers customer purchase orders, which in some cases are governed by master sales agreements, to be the contracts with a customer. In situations where sales are to a distributor, the Company has concluded that its contracts are with the distributor as the Company holds a contract bearing enforceable rights and obligations only with the distributor. As part of its consideration of the contract, the Company evaluates certain factors including the customer’s ability to pay (or credit risk). For each contract, the Company considers the promise to transfer products, each of which is distinct, to be the identified performance obligations. In determining the transaction price the Company evaluates whether the price is subject to refund or adjustment to determine the net consideration to which the Company expects to be entitled. As the Company’s standard payment terms are less than one year, the Company has elected the practical expedient under ASC 606-10-32-18 to not assess whether a contract has a significant financing component. The Company allocates the transaction price to each distinct product based on their relative standalone selling price. The product price as specified on the purchase order is considered the standalone selling price as it is an observable input which depicts the price as if sold to a similar customer in similar circumstances. Revenue is recognized when control of the product is transferred to the customer (i.e., when the Company’s performance obligation is satisfied), which typically occurs at shipment. Further, in determining whether control has transferred, the Company considers if there is a present right to payment and legal title, along with risks and rewards of ownership having transferred to the customer.
Frequently, the Company receives orders for products to be delivered over multiple dates that may extend across several reporting periods. The Company invoices for each delivery upon shipment and recognizes revenues for each distinct product delivered, assuming transfer of control has occurred. As scheduled delivery dates are within one year, under the optional exemption provided by ASC 606-10-50-14 revenues allocated to future shipments of partially completed contracts are not disclosed. The Company has also elected the practical expedient under ASC 340-40-25-4 to expense commissions when incurred as the amortization period of the commission asset the Company would have otherwise recognized is less than one year.
Sales to international customers that are shipped from the Company’s facility outside of the United States are pursuant to EX Works, or EXW, shipping terms, meaning that control of the product transfers to the customer upon shipment from the Company’s foreign warehouse. Sales to international customers that are shipped from the Company’s facility in California are pursuant to Delivered at Frontier, or DAF, shipping terms. As such, control of the product passes to the customer when the shipment reaches the destination country and revenue is recognized upon the arrival of the product in that country. Shipments to customers in the Americas are pursuant to Free on Board, or FOB, point of origin shipping terms meaning that control is passed to the customer upon shipment.
Sales to most distributors are made under terms allowing certain price adjustments and limited rights of return (known as “stock rotation”) of the Company’s products held in their inventory or upon sale to their end customers. Revenue from sales to distributors is recognized upon the transfer of control to the distributor. Frequently, distributors need to sell at a price lower than the standard distribution price in order to win business. At the time the distributor invoices its customer or soon thereafter, the distributor submits a “ship and debit” price adjustment claim to the Company to adjust the distributor’s cost from the standard price to the pre-approved lower price. After the Company verifies that the claim was pre-approved, a credit memo is issued to the distributor for the ship and debit claim. In determining the transaction price, the Company considers ship and debit price adjustments to be variable consideration. Such price adjustments are estimated using the expected value method based on an analysis of actual ship and debit claims, at the distributor and product level, over a period of time considered adequate to account for current pricing and business trends. Historically, actual price adjustments for ship and debit claims relative to those estimated and included when determining the transaction price have not materially differed. Stock rotation rights grant the distributor the ability to return certain specified amounts of inventory. Stock rotation adjustments are an additional form of variable consideration and are also estimated using the expected value method based on historical return rates. Historically, distributor stock rotation adjustments have not been material.
Sales to certain distributors are made under terms that do not include rights of return or price concessions after the product is shipped to the distributor. Accordingly, upon application of steps one through five above, product revenue is recognized upon shipment and transfer of control.
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The Company generally provides an assurance warranty that its products will substantially conform to the published specifications for twelve months from the date of shipment. The Company’s liability is limited to either a credit equal to the purchase price or replacement of the defective part. Returns under warranty have historically been immaterial. As such, the Company does not record a specific warranty reserve or consider activities related to such warranty, if any, to be a separate performance obligation.
Inventories
Inventories (which consist of costs associated with the purchases of wafers from domestic and offshore foundries and of packaged components from offshore assembly manufacturers, as well as internal labor and overhead associated with the testing of both wafers and packaged components) are stated at the lower of cost (first-in, first-out) or market. Provisions, when required, are made to reduce inventories to their estimated net realizable values.
Income Taxes
Income-tax expense is an estimate of current income taxes payable or refundable in the current fiscal year based on reported income before income taxes. Deferred income taxes reflect the effect of temporary differences and carry-forwards that are recognized for financial reporting and income tax purposes.
The Company accounts for income taxes under the provisions of ASC 740, Income Taxe s. Under the provisions of ASC 740, deferred tax assets and liabilities are recognized based on the differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases, utilizing the tax rates that are expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The Company recognizes valuation allowances to reduce any deferred tax assets to the amount that it estimates will more likely than not be realized based on available evidence and management’s judgment. The Company limits the deferred tax assets recognized related to certain officers’ compensation to amounts that it estimates will be deductible in future periods based upon Internal Revenue Code Section 162(m). In the event that the Company determines, based on available evidence and management judgment, that all or part of the net deferred tax assets will not be realized in the future, it would record a valuation allowance in the period the determination is made. In addition, the calculation of tax liabilities involves significant judgment in estimating the impact of uncertainties in the application of complex tax laws. Resolution of these uncertainties in a manner inconsistent with the Company’s expectations could have a material impact on the Company’s results of operations and financial position.
Goodwill and Intangible Assets
Goodwill and the Company’s domain name are evaluated in accordance with ASC 350-10, Goodwill and Other Intangible Assets, and an impairment analysis is conducted on an annual basis, or sooner if indicators exist for a potential impairment.
In accordance with ASC 360-10, Accounting for the Impairment or Disposal of Long-Lived Assets , long-lived assets, such as property and equipment and intangible assets, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to estimated undiscounted future cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated future cash flows, an impairment charge is recognized by the amount by which the carrying amount of the asset exceeds the fair value of the asset.
Cash and Cash Equivalents
The Company considers cash invested in highly liquid financial instruments with maturities of three months or less at the date of purchase to be cash equivalents.
Marketable Securities
The Company generally holds securities until maturity; however, they may be sold under certain circumstances including, but not limited to, when necessary for the funding of acquisitions and other strategic investments. As a result, the Company classifies its investment portfolio as available-for-sale. The Company classifies all investments with a
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maturity date greater than three months at the date of purchase as short-term marketable securities in its consolidated balance sheet. As of December 31, 2022 and 2021, the Company’s marketable securities consisted primarily of commercial paper, corporate bonds, government securities and/or other high-quality commercial securities.
Employee Benefits Plan
The Company sponsors a 401(k) tax-deferred savings plan for all employees in the United States who meet certain eligibility requirements. Participants may contribute up to the amount allowable as a deduction for federal income tax purposes. The Company is not required to contribute; however, the Company contributes a certain percentage of employee annual salaries on a discretionary basis, not to exceed an established threshold. The Company provided for a contribution of approximately $ 2.0 million, $ 1.9 million and $ 1.8 million in 2022, 2021 and 2020, respectively.
Retirement Benefit Obligations (Pension)
The Company recognizes the over-funded or under-funded status of a defined benefit pension or post-retirement plan as an asset or liability in the accompanying consolidated balance sheets. Actuarial gains and losses are recorded in accumulated other comprehensive loss, a component of stockholders’ equity, and are amortized as a component of net periodic cost over the remaining estimated service period of participants.
Foreign Currency Risk and Foreign Currency Translation
As of December 31, 2022, the Company’s primary transactional currency was U.S. dollars; in addition, the Company holds cash in Swiss francs and euros to fund the operations of the Company’s Swiss subsidiary. The foreign exchange rate fluctuation between the U.S. dollar versus the Swiss franc and euro is recorded in other income in the consolidated statements of income.
Gains and losses arising from the remeasurement of non-functional currency balances are recorded in other income in the accompanying consolidated statements of income. The Company recognized an immaterial foreign exchange loss in 2022 while recognizing losses of $ 0.6 million and $ 0.5 million in 2021 and 2020, respectively.
The functional currencies of the Company’s other subsidiaries are the local currencies. Accordingly, all assets and liabilities are translated into U.S. dollars at the current exchange rates as of the applicable balance sheet date. Revenues and expenses are translated at the average exchange rate prevailing during the period. Cumulative gains and losses from the translation of the foreign subsidiaries’ financial statements have been included accumulated other comprehensive loss in stockholders’ equity.
Warranty
The Company generally warrants that its products will substantially conform to the published specifications for 12 months from the date of shipment. The Company’s liability is limited to either a credit equal to the purchase price or replacement of the defective part. Returns under warranty have historically been immaterial, and as a result, the Company does not record a specific warranty reserve.
Advertising
Advertising costs are expensed as incurred and amounted to $ 1.4 million, $ 1.3 million and $ 1.2 million in 2022, 2021 and 2020, respectively.
Research and Development
Research and development costs are expensed as incurred.
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,
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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 December 31, 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.
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 consolidated financial statements.
3. COMPONENTS OF THE COMPANY’S CONSOLIDATED BALANCE SHEETS:
Accounts Receivable
December 31,
December 31,
(In thousands)
2022
2021
Accounts receivable trade
$
78,914
$
87,503
Allowance for ship and debit
( 53,184 )
( 41,599 )
Allowance for stock rotation and rebate
( 3,759 )
( 4,066 )
Allowance for credit losses
( 1,135 )
( 445 )
Total
$
20,836
$
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 payments patterns, customer creditworthiness, and current economic trends. Receivables determined to be uncollectible are written off and deducted from the allowance.
Allowance for Credit Losses
Year Ended
December 31,
(In thousands)
2022
2021
Beginning balance
$
( 445 )
$
( 427 )
Provision for credit loss expense
( 1,859 )
( 1,023 )
Receivables written off
49
74
Recoveries collected
1,120
931
Ending balance
$
( 1,135 )
$
( 445 )
Inventories
December 31,
December 31,
(In thousands)
2022
2021
Raw materials
$
75,355
$
24,131
Work-in-process
15,440
31,788
Finished goods
44,625
43,347
Total
$
135,420
$
99,266
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Property and Equipment
December 31,
December 31,
(In thousands)
2022
2021
Land
$
22,166
$
22,187
Construction-in-progress
19,195
22,661
Building and improvements
89,704
81,027
Machinery and equipment
253,308
235,066
Computer software and hardware and office furniture and fixtures
62,574
57,926
Total
446,947
418,867
Less: Accumulated depreciation
( 270,266 )
( 239,043 )
Property and equipment, net
$
176,681
$
179,824
Depreciation expense for property and equipment for fiscal years ended December 31, 2022, 2021 and 2020, was approximately $ 34.9 million, $ 31.5 million and $ 23.7 million, respectively, and was determined using the straight-line method over the following useful lives:
Building and improvements
4 - 40
years
Machinery and equipment
2 - 8
years
Computer software and hardware and office furniture and fixtures
4 - 7
years
Total property and equipment (excluding accumulated depreciation) located in the United States at December 31, 2022, 2021 and 2020, was approximately $ 190.3 million, $ 174.6 million and $ 167.0 million, respectively. In 2022, 2021 and 2020, approximately 12 %, 14 % and 14 %, respectively, of total property and equipment (excluding accumulated depreciation) was held in Thailand by one of the Company’s subcontractors. Also in both 2022 and 2021, approximately 15 % and in 2020, 14 % of total property and equipment (excluding accumulated depreciation) was held by one of the Company’s subcontractors in Malaysia. No other country held 10% or more of total property and equipment in the periods presented.
Accumulated Other Comprehensive Loss
Changes in accumulated other comprehensive loss for the three years ended December 31, 2022:
Unrealized Gains
and Losses on
Foreign
Available-for-Sale
Defined Benefit
Currency
(In thousands)
Securities
Pension Items
Items
Total
Balance at January 1, 2020
$
583
$
( 2,484 )
$
( 1,229 )
$
( 3,130 )
Other comprehensive income (loss) before reclassifications
307
636
( 183 )
760
Amounts reclassified from accumulated other comprehensive loss
—
207
(1)
—
207
Other comprehensive income
307
843
( 183 )
967
Balance at December 31, 2020
890
( 1,641 )
( 1,412 )
( 2,163 )
Other comprehensive income (loss) before reclassifications
( 2,055 )
800
( 486 )
( 1,741 )
Amounts reclassified from accumulated other comprehensive loss
—
167
(1)
—
167
Other comprehensive loss
( 2,055 )
967
( 486 )
( 1,574 )
Balance at December 31, 2021
( 1,165 )
( 674 )
( 1,898 )
( 3,737 )
Other comprehensive income (loss) before reclassifications
( 4,158 )
1,459
( 985 )
( 3,684 )
Amounts reclassified from accumulated other comprehensive loss
—
77
(1)
—
77
Other comprehensive loss
( 4,158 )
1,536
( 985 )
( 3,607 )
Balance at December 31, 2022
$
( 5,323 )
$
862
$
( 2,883 )
$
( 7,344 )
(1) This component of accumulated other comprehensive loss is included in the computation of net periodic pension cost for the years ended December 31, 2022, 2021 and 2020.
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4. FAIR VALUE MEASUREMENTS:
ASC 820-10, Fair Value Measurements , clarifies that fair value is an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. As a basis for considering such assumptions, ASC 820-10 establishes 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 investment instruments 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 type of instrument valued based on quoted market prices in active markets primarily includes money market securities. This type of instrument is generally classified within Level 1 of the fair-value hierarchy. The types of instruments valued based on other observable inputs (Level 2 of the fair-value hierarchy) include investment-grade corporate bonds and commercial paper. Such types of investments are valued by using a multi-dimensional relational model, the inputs are primarily benchmark yields, reported trades, broker/dealer quotes, issuer spreads, two-sided markets, benchmark securities, bids, offers, and reference data including market research publications. The Company does not hold any instruments that would be classified within Level 3 of the fair-value hierarchy.
The fair value hierarchy of the Company’s cash equivalents and marketable securities at December 31, 2022 and 2021, was as follows:
Fair Value Measurement at
December 31, 2022
Quoted Prices in
Active Markets for
Significant Other
Identical Assets
Observable Inputs
(In thousands)
Total Fair Value
(Level 1)
(Level 2)
Commercial paper
$
58,683
$
—
$
58,683
Corporate securities
248,441
—
248,441
Money market funds
363
363
—
Total
$
307,487
$
363
$
307,124
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
The Company did not transfer any investments between level 1 and level 2 of the fair value hierarchy in the years ended December 31, 2022 and 2021.
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5. MARKETABLE SECURITIES:
Amortized cost and estimated fair market value of marketable securities classified as available-for-sale (excluding cash equivalents) at December 31, 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
$
21,803
$
—
$
( 135 )
$
21,668
Total
21,803
—
( 135 )
21,668
Investments due in 4-12 months:
Corporate securities
173,833
—
( 4,019 )
169,814
Total
173,833
—
( 4,019 )
169,814
Investments due in 12 months or greater:
Corporate securities
58,128
71
( 1,240 )
56,959
Total
58,128
71
( 1,240 )
56,959
Total marketable securities
$
253,764
$
71
$
( 5,394 )
$
248,441
Accrued interest receivable was $ 1.2 million at December 31, 2022 and was recorded within prepaid expenses and other current assets on the 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 consolidated balance sheet.
As of December 31, 2022 and 2021 the Company had no marketable securities classified as available-for-sale (excluding cash equivalents) in a continuous unrealized loss position for which an allowance for credit losses was recorded. 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 December 31, 2022 and December 31, 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
December 31, 2022
Corporate securities
$
45,047
$
( 662 )
$
191,443
$
( 4,732 )
$
236,490
$
( 5,394 )
Total marketable securities
$
45,047
$
( 662 )
$
191,443
$
( 4,732 )
$
236,490
$
( 5,394 )
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Table of Contents
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
December 31, 2021
Corporate securities
$
274,380
$
( 1,186 )
$
—
$
—
$
274,380
$
( 1,186 )
Total marketable securities
$
274,380
$
( 1,186 )
$
—
$
—
$
274,380
$
( 1,186 )
The weighted average interest rate of investments at December 31, 2022 and 2021, was approximately 2.08 % and 0.45 %, respectively. In the years ended December 31, 2022 and 2021, no unrealized losses on marketable securities were recognized in income.
6. GOODWILL AND INTANGIBLE ASSETS:
The carrying amount of goodwill as of December 31, 2022 and 2021 was $ 91.8 million; there were no changes to goodwill in either of the respective fiscal years.
Intangible assets consist primarily of developed technology, acquired licenses, customer relationships, trade name, domain name, in-process R&D and patent rights and are reported net of accumulated amortization.
The Company amortizes the cost of all intangible assets over the shorter of the estimated useful life or the term of the developed technology, customer relationships, technology licenses and in-place leases, which range from two to twelve years , with the exception of $ 1.3 million paid to acquire an internet domain name. The Company acquired the rights to the internet domain name www.power.com , which is now the Company’s primary domain name; the cost to acquire the domain name has been recorded as an intangible asset and will not be amortized as it has an indefinite useful life. Amortization of acquired intangible assets was approximately $ 2.4 million, $ 3.5 million and $ 4.4 million in the years ended December 31, 2022, 2021 and 2020, respectively. The Company does not believe there is any significant residual value associated with the following intangible assets:
December 31, 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
( 33,531 )
4,429
37,960
( 31,603 )
6,357
Customer relationships
16,700
( 16,700 )
—
16,700
( 16,458 )
242
Technology licenses
1,926
( 1,019 )
907
1,926
( 774 )
1,152
Total intangible assets
$
57,847
$
( 51,250 )
$
6,597
$
57,847
$
( 48,835 )
$
9,012
The estimated future amortization expense related to definite-lived intangible assets at December 31, 2022, is as follows:
Estimated
Amortization
Fiscal Year
(In thousands)
2023
$
2,173
2024
1,279
2025
832
2026
687
Thereafter
365
Total
$
5,336
7. STOCK PLANS AND SHARE BASED COMPENSATION:
Stock Plans
As of December 31, 2022, the Company had three stock-based compensation plans (the “Plans”) which are described below.
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Table of Contents
2007 Equity Incentive Plan
The 2007 Equity Incentive Plan (2007 Plan) was adopted by the board of directors on September 10, 2007, and approved by the stockholders on November 7, 2007, as an amendment and restatement of the 1997 Stock Option Plan (1997 Plan). The 2007 Plan provides for the grant of incentive stock options, non-statutory stock options, restricted stock awards, restricted stock unit (RSU) awards, stock appreciation rights, performance-based (PSU) awards, long-term performance based (PRSU) awards and other stock awards to employees, directors and consultants. The 2007 Plan expired in September 2017 with no further grants to be made under this plan; however previous grants under this plan shall remain outstanding until they are exercised, vest, forfeited or expire.
2016 Incentive Award Plan
The 2016 Incentive Award Plan (2016 Plan) was adopted by the board of directors on March 17, 2016 and approved by the stockholders on May 13, 2016. The 2016 Plan provides for the grant of RSU awards, PSU awards and PRSU awards. No other forms of equity-based awards, including stock options and stock appreciation rights, may be granted under the 2016 Plan. As of December 31, 2022, 3.0 million awards have been issued, net of forfeitures or cancellations, and approximately 4.0 million shares of common stock remain available for future grant under the 2016 Plan.
1997 Employee Stock Purchase Plan
Under the 1997 Employee Stock Purchase Plan (Purchase Plan), eligible employees may apply accumulated payroll deductions, which may not exceed 15 % of an employee’s compensation, to the purchase of shares of the Company’s common stock at periodic intervals. The purchase price of stock under the Purchase Plan is equal to 85 % of the lower of (i) the fair market value of the Company’s common stock on the first day of each offering period, or (ii) the fair market value of the Company’s common stock on the purchase date (as defined in the Purchase Plan). Each offering period consists of one purchase period of approximately six months ' duration. An aggregate of 7.5 million shares of common stock were reserved for issuance to employees under the Purchase Plan. As of December 31, 2022, of the shares reserved for issuance, 6.8 million shares had been purchased and 0.7 million shares were reserved for future issuance under the Purchase Plan.
Shares Reserved
As of December 31, 2022, the Company had approximately 4.9 million shares of common stock reserved for future grant under all stock plans.
Stock-Based Compensation
The Company applies the provisions of ASC 718-10, Stock Compensation . Under the provisions of ASC 718-10, the Company recognizes the fair value of stock-based compensation in its financial statements over the requisite service period of the individual grants, which generally equals a four-year vesting period. The Company uses estimates of volatility, expected term, risk-free interest rate, dividend yield and forfeitures in determining the fair value of these awards and the amount of compensation expense to recognize. The Company uses the straight-line method to amortize all stock awards granted over the requisite service period of the award.
The following table summarizes the stock-based compensation expense recognized in accordance with ASC 718-10 for the years ended December 31, 2022, 2021 and 2020:
Year Ended December 31,
(In thousands)
2022
2021
2020
Cost of revenues
$
1,132
$
2,359
$
1,963
Research and development
10,428
12,127
10,378
Sales and marketing
6,035
7,630
6,290
General and administrative
4,769
15,493
12,281
Total stock-based compensation expense
$
22,364
$
37,609
$
30,912
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The following table summarizes total compensation expense related to unvested awards not yet recognized, net of expected forfeitures, and the weighted average period over which it is expected to be recognized as of December 31, 2022:
Unrecognized Compensation
Weighted Average
Expense for Unvested
Remaining Recognition
Awards
Period
(In thousands)
(In years)
Long-term performance-based awards
$
—
—
Restricted stock units
46,724
2.83
Purchase plan
182
0.08
Total unrecognized compensation expense
$
46,906
Stock-based compensation expense in the year ended December 31, 2022, was approximately $ 22.4 million, comprising approximately $ 23.2 million related to restricted stock units, $ 1.9 million related to the Company’s Purchase Plan and a $ 2.7 million credit to expense related to performance-based awards and long-term performance-based awards.
Stock-based compensation expense in the year ended December 31, 2021, was approximately $ 37.6 million, comprising approximately $ 19.9 million related to restricted stock units, $ 15.7 million related to performance-based awards and $ 2.0 million related to the Company’s Purchase Plan.
Stock-based compensation expense in the year ended December 31, 2020, was approximately $ 30.9 million, comprising approximately $ 18.7 million related to restricted stock units, $ 10.2 million related to performance-based awards and $ 2.0 million related to the Company’s Purchase Plan.
The fair value of employees’ stock purchase rights under the Purchase Plan was estimated using the Black-Scholes model with the following weighted-average assumptions used during the three years ended December 31, 2022, 2021 and 2020:
Year Ended December 31,
2022
2021
2020
Risk-free interest rates
1.71
%
0.07
%
0.90
%
Expected volatility rates
41
%
41
%
47
%
Expected dividend yield
0.89
%
0.57
%
0.78
%
Expected term of purchase rights (in years)
0.50
0.50
0.50
Weighted-average estimated fair value of purchase rights
$
21.63
$
23.92
$
15.73
No options were granted or remain outstanding as of December 31, 2022. The total intrinsic value of options exercised during the years ended December 31, 2022, 2021 and 2020, was $ 0.8 million, $ 4.9 million and $ 9.1 million, respectively.
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 earnings 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.
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Table of Contents
A summary of PSU awards outstanding as of December 31, 2022, and activity during the three years then 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, 2020
121
$
35.06
Granted
150
$
46.31
Vested
( 121 )
$
35.06
Forfeited or canceled
—
—
Outstanding at December 31, 2020
150
$
46.27
Granted
105
$
84.48
Vested
( 150 )
$
46.27
Forfeited or canceled
( 1 )
$
85.01
Outstanding at December 31, 2021
104
$
84.47
Granted
119
$
79.91
Vested
( 104 )
$
84.48
Forfeited or canceled
( 85 )
$
79.89
Outstanding at December 31, 2022
34
$
79.94
—
$
2,465
Outstanding and expected to vest at December 31, 2022
34
—
$
2,465
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. The grant-date fair value of PSU awards released, which were fully vested, in the years ended December 31, 2022, 2021 and 2020, was approximately $ 8.8 million, $ 6.9 million and $ 4.2 million, respectively.
PRSU Awards (Long-term Performance Based)
The Company’s PRSU program provides for the issuance of PRSUs which will vest based on the Company’s performance measured against the PRSU Plan’s established revenue targets. The PRSUs were granted in an amount equal to twice the target number of shares to be issued if the maximum performance metrics are met. The fair value of these PRSUs 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 . 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. Recipients of a PRSU award generally must remain employed by the Company on a continuous basis through the end of the applicable three-year performance period in order to receive shares subject to that award. The performance goals for PRSUs granted in fiscal 2022, 2021 and 2020 were based on the Company’s annual revenue growth 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.
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A summary of PRSU awards outstanding as of December 31, 2022, and activity during the three years 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, 2020
287
$
32.03
Granted
152
$
49.67
Vested
—
—
Forfeited or canceled
( 138 )
$
29.95
Outstanding at December 31, 2020
301
$
41.90
Granted
103
$
82.92
Vested
( 6 )
$
29.94
Forfeited or canceled
( 15 )
$
40.05
Outstanding at December 31, 2021
383
$
53.14
Granted
110
$
78.96
Vested
( 135 )
$
34.09
Forfeited or canceled
( 122 )
$
49.68
Outstanding at December 31, 2022
236
$
77.82
1.52
$
16,895
Outstanding and expected to vest at December 31, 2022
23
—
$
1,653
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. The grant-date fair value of PRSU awards released, which were fully vested, in the years ended December 31, 2022 and 2021 was approximately $ 4.6 million and $ 0.2 million , respectively.
RSU Awards
RSUs granted to employees typically vest ratably over a four-year period, and are converted into shares of the Company’s common stock upon vesting on a one-for-one basis subject to the employee’s continued service to the Company over that period. The fair value of RSUs 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. Compensation expense is recognized on a straight-line basis over the requisite service period of each grant adjusted for estimated forfeitures.
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A summary of RSU awards outstanding as of December 31, 2022, and activity during the three years 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, 2020
1,719
$
31.33
Granted
439
$
44.82
Vested
( 599 )
$
30.25
Forfeited
( 41 )
$
36.77
Outstanding at December 31, 2020
1,518
$
35.51
Granted
271
$
83.79
Vested
( 546 )
$
35.03
Forfeited
( 99 )
$
39.85
Outstanding at December 31, 2021
1,144
$
46.81
Granted
519
$
76.01
Vested
( 481 )
$
44.70
Forfeited
( 86 )
$
60.02
Outstanding at December 31, 2022
1,096
$
60.52
1.57
$
78,629
Outstanding and expected to vest at December 31, 2022
1,022
1.47
$
73,277
The grant-date fair value of RSUs vested in the years ended December 31, 2022, 2021 and 2020, was approximately $ 21.5 million, $ 19.1 million and $ 18.1 million, respectively.
8. SIGNIFICANT CUSTOMERS AND GEOGRAPHIC NET REVENUES:
Customer Concentration
The Company’s top ten customers accounted for approximately 76 %, 78 % and 62 % of revenues in 2022, 2021 and 2020, respectively. 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 OEMs and merchant power supply manufacturers. Sales to distributors in 2022, 2021 and 2020 were $ 457.7 million, $ 525.7 million and $ 367.7 million, respectively. 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 years :
Year Ended December 31,
Customer
2022
2021
2020
Avnet
31
%
30
%
19
%
Honestar Technologies Co., Ltd.
11
%
16
%
11
%
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 consisted principally of cash investments and trade receivables. The Company does not have any off-balance-sheet credit exposure related to its customers. As of years ended December 31, 2022 and 2021, 87 % and 86 % of accounts receivable were concentrated with the Company’s top ten customers, respectively.
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The following customers represented 10% or more of accounts receivable:
December 31,
December 31,
Customer
2022
2021
Avnet
42
%
45
%
Salcomp Group
13
%
*
Flextronics Group
11
%
*
*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.
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 were as follows:
Year Ended December 31,
(In thousands)
2022
2021
2020
United States of America
$
25,500
$
17,238
$
11,065
Hong Kong/China
356,865
446,980
306,938
India
33,159
25,961
19,845
Taiwan
19,789
25,991
21,650
Korea
52,074
59,501
40,059
Western Europe (excluding Germany)
32,429
35,835
33,564
Japan
34,924
25,101
17,453
Germany
52,876
32,664
23,242
Other
43,522
34,006
14,502
Total net revenues
$
651,138
$
703,277
$
488,318
9. COMMON STOCK REPURCHASES AND CASH DIVIDENDS:
Common Stock Repurchases
From time to time the Company’s board of directors has authorized the use of funds to repurchase shares of the Company’s common stock. In October 2018, the Company’s board of director’s authorized the use of $ 80.0 million for the repurchase of the Company’s common stock, and in each of April 2021 and October 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. In January, February, April and October 2022, the Company’s board of directors authorized the use of an additional $ 100.0 million, $ 50.0 million, $ 75.0 million and $ 100.0 million, respectively, for the repurchase of the Company’s common stock, with repurchases to be executed according to pre-defined price/volume guidelines. In 2022, 2021 and 2020, the Company purchased approximately 3.8 million shares, 0.9 million shares and 63 thousand shares, respectively, for approximately $ 311.1 million, $ 73.9 million and $ 2.6 million, respectively. As of December 31, 2022, the Company had $ 81.3 million available for future stock repurchases.
Authorization of future stock repurchase programs is at the discretion of the Company’s board of directors and will depend on the Company’s financial condition, results of operations, capital requirements and business conditions as well as other factors.
Common Stock Dividend
The following table presents the quarterly dividends declared per share of the Company’s common stock for the periods indicated:
Year Ended December 31,
2022
2021
2020
First Quarter
$
0.18
$
0.13
$
0.095
Second Quarter
$
0.18
$
0.13
$
0.105
Third Quarter
$
0.18
$
0.13
$
0.110
Fourth Quarter
$
0.18
$
0.15
$
0.110
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The Company paid a total of approximately $ 41.5 million, $ 32.6 million and $ 25.1 million in cash dividends during 2022, 2021 and 2020, respectively.
In October 2019, the Company’s board of directors declared a dividend 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.
In January 2021, the Company’s board of directors declared 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 (the first 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.
In February 2023, the Company’s board of directors declared dividends of $ 0.19 per share to be paid to stockholders of record at the end of each quarter in 2023.
10. 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:
Year Ended December 31,
(In thousands, except per share amounts)
2022
2021
2020
Basic earnings per share:
Net income
$
170,851
$
164,413
$
71,176
Weighted-average common shares
57,801
60,327
59,657
Basic earnings per share
$
2.96
$
2.73
$
1.19
Diluted earnings per share: (1)
Net income
$
170,851
$
164,413
$
71,176
Weighted-average common shares
57,801
60,327
59,657
Effect of dilutive awards:
Employee stock plans
570
1,140
1,188
Diluted weighted-average common shares
58,371
61,467
60,845
Diluted earnings per share
$
2.93
$
2.67
$
1.17
(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 included in the 2022, 2021 and 2020 calculations those shares that were contingently issuable upon the satisfaction of the performance conditions as of the end of the respective periods.
In the years ended December 31, 2022, 2021 and 2020, no outstanding stock awards were determined to be anti-dilutive and therefore were excluded from the computation of diluted earnings per share.
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11. PROVISION FOR INCOME TAXES:
Income Taxes
The Company accounts for income taxes under the provisions of ASC 740, Income Taxes . Under the provisions of ASC 740, deferred tax assets and liabilities are recognized based on the differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases, utilizing the tax rates that are expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.
U.S. and foreign components of income (loss) before income taxes were:
Year Ended December 31,
(In thousands)
2022
2021
2020
U.S. operations
$
17,250
$
241
$
( 6,252 )
Foreign operations
166,176
175,894
81,503
Total income before income taxes
$
183,426
$
176,135
$
75,251
The components of the provision for income taxes are as follows:
Year Ended December 31,
(In thousands)
2022
2021
2020
Current provision (benefit):
Federal
$
19,740
$
23,648
$
2,788
State
2
2
( 181 )
Foreign
1,079
1,608
1,677
20,821
25,258
4,284
Deferred provision (benefit):
Federal
( 7,962 )
( 11,449 )
348
State
—
—
—
Foreign
( 284 )
( 2,087 )
( 557 )
( 8,246 )
( 13,536 )
( 209 )
Total
$
12,575
$
11,722
$
4,075
The provision for income taxes differs from the amount that would result by applying the applicable federal income tax rate to income before income taxes, as follows:
Year Ended December 31,
2022
2021
2020
Provision (benefit) computed at Federal statutory rate
21.0
%
21.0
%
21.0
%
Business tax credits
( 3.7 )
( 3.6 )
( 7.4 )
Stock-based compensation
( 1.6 )
( 0.6 )
( 0.1 )
Foreign income taxed at different rate
( 18.5 )
( 23.8 )
( 22.0 )
GILTI inclusion
8.5
13.1
10.7
Valuation allowance
1.3
1.3
2.6
Other
( 0.1 )
( 0.7 )
0.6
Total
6.9
%
6.7
%
5.4
%
The Company’s effective tax rate is impacted by 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. 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.
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The components of the net deferred income tax assets (liabilities) were as follows:
December 31,
(In thousands)
2022
2021
Deferred tax assets:
Capitalized R&D costs
$
20,666
$
13,226
Other reserves and accruals
2,516
3,967
Tax credit carry-forwards
26,154
23,647
Stock compensation
1,559
1,278
Capital losses
150
159
Net operating loss
2,217
2,370
Other
439
692
Valuation allowance
( 29,036 )
( 27,085 )
24,665
18,254
Deferred tax liabilities:
Depreciation
( 5,596 )
( 1,750 )
( 5,596 )
( 1,750 )
Net deferred tax assets
$
19,069
$
16,504
In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities and projected future taxable income. In the event that the Company determines, based on available evidence and management judgment, that all or part of the net deferred tax assets will not be realized in the future, the Company would record a valuation allowance in the period the determination is made. In addition, the calculation of tax liabilities involves significant judgment in estimating the impact of uncertainties in the application of complex tax laws. Resolution of these uncertainties in a manner inconsistent with the Company’s expectations could have a material impact on its results of operations and financial position.
As of December 31, 2022, the Company continues to maintain a valuation allowance primarily as a result of its California, New Jersey and Canada deferred tax assets as the Company believes that it is not more likely than not that the deferred tax assets will be fully realized.
As of December 31, 2022, the Company had utilized all of its federal research and development tax credit carryforwards. As of December 31, 2022, the Company had California research and development tax credit carryforwards of approximately $ 37.9 million (there is no expiration of research and development tax credit carryforwards for the state of California) and California net operating losses of $ 43.5 million which will begin to expire in 2032 . As of December 31, 2022, the Company had Canadian scientific research and experimental development tax credit carryforwards of approximately $ 3.7 million and New Jersey research and experimental development tax credit carryforwards of approximately $ 0.8 million, which will start to expire in 2030 and 2026 , respectively.
The Tax Act signed into law on December 22, 2017, generally allows companies to repatriate accumulated foreign earnings without incurring additional U.S. federal taxes beginning after December 31, 2017. Local foreign and U.S. states taxes may still be incurred upon repatriation. The Company has not provided for U.S. taxes on its undistributed earnings of foreign subsidiaries. The determination of the future tax consequences of the remittance of these earnings is not practicable.
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Unrecognized Tax Benefits
The Company applies the provisions of ASC 740-10, relating to accounting for uncertain income taxes. Reconciliation of the beginning and ending amount of unrecognized tax benefits:
Unrecognized
(In thousands)
Tax Benefits
Unrecognized Tax Benefits Balance at January 1, 2020
$
19,049
Gross Increase for Tax Positions of Current Year
2,002
Gross Decrease for Tax Positions of Prior Years
—
Unrecognized Tax Benefits Balance at December 31, 2020
21,051
Gross Increase for Tax Positions of Current Year
2,068
Gross Decrease for Tax Positions of Prior Years
( 1,756 )
Unrecognized Tax Benefits Balance at December 31, 2021
21,363
Gross Increase for Tax Positions of Current Year
2,188
Gross Decrease for Tax Positions of Prior Years
( 165 )
Unrecognized Tax Benefits Balance at December 31, 2022
$
23,386
The Company’s total unrecognized tax benefits as of December 31, 2022, 2021 and 2020 were $ 23.4 million, $ 21.4 million and $ 21.1 million, respectively. An income tax benefit of $ 11.7 million, net of valuation allowance adjustments, would be recorded if these unrecognized tax benefits are recognized. The Company cannot reasonably estimate the amount of the unrecognized tax benefit that could be adjusted in the next twelve months.
The Company’s continuing practice is to recognize interest and/or penalties related to income tax matters in income tax expense. The Company had accrued interest and penalties of $ 1.2 million and $ 0.8 million as of December 31, 2022 and 2021, respectively, which have been recorded in long-term income taxes payable in the accompanying consolidated balance sheets.
As of December 31, 2022, the Company has concluded all U.S. federal income tax matters for the years through 2012. However, due to tax attributes, the IRS may calculate tax adjustments for subsequent years for positions taken prior to 2012. The California Franchise Tax Board has started an audit for the Company’s tax years 2018 and 2019, it is currently ongoing.
12. LEASES AND COMMITMENTS:
Facilities and Leases
The Company owns its main executive, administrative, manufacturing and technical offices in San Jose, California. The Company also owns a research and development facility in New Jersey, a design center in Germany and a multipurpose office building in Switzerland. The Company’s leases consist of operating leases for administrative office spaces, research-and-development facilities and sales offices in various countries around the world. The Company determines if an arrangement is a lease at inception. Some lease agreements contain lease and non-lease components, which are accounted for as a single lease component. Total lease expense was $ 3.3 million, $ 3.3 million and $ 2.7 million in the years ended December 31, 2022, 2021 and 2020, respectively, while short-term and variable lease expenses were not material during these periods.
Balance sheet information related to leases was as follows:
December 31,
December 31,
(In thousands)
Balance Sheet Classification
2022
2021
Right-of-use assets
Operating lease assets
Other assets
$
9,153
$
11,887
Lease liabilities
Current operating lease liabilities
Other accrued liabilities
$
2,895
$
3,050
Non-current operating lease liabilities
Other liabilities
5,831
8,371
Total
$
8,726
$
11,421
Initial lease terms are determined at commencement and may include options to extend or terminate the lease when it is reasonably certain the Company will exercise the option. Remaining lease terms range from one to seven years ,
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some of which include options to extend for up to five years , and some of which include options to terminate within one year . Leases with an initial term of twelve months or less are not recorded on the balance sheet. As the Company’s leases do not provide an implicit rate, the present value of future lease payments is determined using the Company’s incremental borrowing rate based on information available at commencement date.
December 31,
December 31,
Lease term and discount rate
2022
2021
Weighted average remaining lease term
4.0
years
4.2
years
Weighted average discount rate
4.6
%
3.3
%
Supplemental cash flows information related to leases was as follow:
Year Ended December 31,
(In thousands)
2022
2021
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases
$
3,245
$
3,538
Right-of-use assets obtained in exchange for new operating lease obligations
$
1,795
$
5,225
Future minimum lease payments under all non-cancelable lease agreements as of December 31, 2022, are as follows:
December 31,
(In thousands)
2022
2023
$
3,268
2024
2,551
2025
1,360
2026
975
2027
689
Thereafter
798
Total future minimum lease payments
9,641
Less imputed interest
( 915 )
Total
$
8,726
Purchase Obligations
At December 31, 2022, the Company had no non-cancelable purchase obligations that were due beyond one year.
13. 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 agreed to and subsequently paid 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
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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.
On October 31, 2022, Waverly Licensing LLC filed a complaint against the Company in the United States District Court for the Western District of Texas. In its complaint, Waverly alleges that the Company is infringing one patent pertaining to charging a battery-operated device. Because the Company believes that Waverly’s complaint was improperly filed in the wrong court, the Company has filed a motion to dismiss, and on November 30, 2022, the Company filed a complaint against Waverly Licensing LLC and related entities IP Edge LLC, Mavexar LLC, and Array IP LLC in the United States District Court for the District of Delaware seeking a declaration of non-infringement with respect to a patent that Waverly has charged the Company with infringing. The Company expects a resolution of its motion to dismiss Waverly’s Texas complaint in the coming months. These lawsuits are in their earliest stages, but the Company believes it has strong claims and defenses, and intends to vigorously defend itself against Waverly’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 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 litigations 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.
14. RETIREMENT PLANS:
The Company sponsors a defined benefit pension plan (Pension Plan) for its Swiss subsidiary in accordance with the legal requirements of Switzerland. The plan assets, which provide benefits in the event of an employee’s retirement, death or disability, are held in legally autonomous trustee-administered funds that are subject to Swiss law. Benefits are based on the employee’s age, years of service and salary, and the plan is financed by contributions by both the employee and the Company.
The net periodic benefit cost of the Pension Plan was not material to the Company’s financial statements during the years ended December 31, 2022, 2021 and 2020. At December 31, 2022, the projected benefit obligation was $ 12.1 million, the plan assets were $ 8.2 million and the net pension liability was $ 3.9 million. As of December 31, 2021, the projected benefit obligation was $ 15.5 million, the plan assets were $ 9.5 million, and the net pension liability was $ 6.0 million. The Company has recorded the unfunded amount as a liability in its consolidated balance sheet at December 31, 2022 and 2021, under the other liabilities caption. The Company expects to make contributions to the Pension Plan of approximately $ 0.4 million during 2023. The accumulated unrealized actuarial activity on pension benefits, net of tax, at December 31, 2022, 2021 and 2020 was $ 0.9 million gain, $ 0.7 million loss and $ 1.6 million loss, respectively. These amounts were reflected in Note 3 under the caption accumulated other comprehensive loss.
In accordance with the Compensation-Retirement Benefits Topic of ASC 715-20, Defined Benefits Plan , the Company recognizes the over-funded or under-funded status of its defined post-retirement plan as an asset or liability in its statement of financial position. The Company measured the plan assets and benefit obligations as of the date of the fiscal year-end.
15. BANK LINE OF CREDIT:
On July 27, 2016, the Company entered into a credit agreement with Wells Fargo Bank, National Association (the "Credit Agreement") that provides the Company with a $ 75.0 million revolving line of credit to use for general corporate purposes with a $ 20.0 million sub-limit for the issuance of standby and trade letters of credit. The Credit Agreement was amended on April 30, 2018, to extend the termination date from July 26, 2019, to April 30, 2022, with all other terms remaining the same. The Credit Agreement was amended on June 7, 2021, to provide an alternate borrowing rate as a replacement for LIBOR and extend the termination date from April 30, 2022, to June 7, 2026, with all other terms remaining the same.
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The Company’s ability to borrow under the revolving line of credit is conditioned upon the Company’s compliance with specified covenants, including reporting and financial covenants, primarily a minimum cash requirement and a debt to earnings ratio. The Credit Agreement terminates on June 7, 2026; all advances under the revolving line of credit will become due on such date, or earlier in the event of a default. The Company was compliant with all covenants and had no advances outstanding under the Credit Agreement as of December 31, 2022.
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Schedule II
Valuation and Qualifying Accounts
The Company maintains an allowance for the distributors’ ship and debit credits relating to the sell-through of the Company’s products. This reserve is established using the Company’s historical ship and debit amounts and levels of inventory in the distributor channels.
The following is a summary of the activity in the allowance for ship and debit credits:
Balance at
Beginning
Balance at End
(In thousands)
of Period
Additions
Deductions (1)
of Period
Allowance for ship and debit credits:
Year ended December 31, 2020
$
33,475
$
257,765
$
( 264,805 )
$
26,435
Year ended December 31, 2021
$
26,435
$
311,443
$
( 296,279 )
$
41,599
Year ended December 31, 2022
$
41,599
$
241,817
$
( 230,232 )
$
53,184
(1) Deductions relate to ship and debit credits issued which adjust the sales price from the standard distribution price to the pre-approved lower price. Refer to Note 2, Significant Accounting Policies and Recent Accounting Pronouncements , for the Company’s revenue recognition policy, including the Company’s accounting for ship and debit claims.
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Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.
Not applicable.
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.