Forward-Looking Statements



The following discussion and analysis of the financial condition and results of
our operations should be read in conjunction with the consolidated financial
statements and related notes included elsewhere in this report. This discussion
contains forward-looking statements that involve risks and uncertainties. Our
actual results could differ materially from those discussed below. Factors that
could cause or contribute to such differences include, but are not limited to,
those identified below, and those discussed in the section titled "Risk Factors"
included in Part II, Item1A in this report.

Overview



We are a provider of communications systems-on-chip solutions used in broadband,
mobile and wireline infrastructure, data center, and industrial and multi-market
applications. We are a fabless integrated circuit design company whose products
integrate all or substantial portions of a high-speed communication system,
including radio frequency (RF), high-performance analog, mixed-signal, digital
signal processing, security engines, data compression and networking layers, and
power management. In most cases, these products are designed on a single
silicon-die, using standard digital complementary metal oxide semiconductor
(CMOS) processes and conventional packaging technologies. We believe this
approach enables our solutions to achieve superior power, performance, and cost
relative to our industry competition. Our customers include electronics
distributors, module makers, original equipment manufacturers (OEMs), and
original design manufacturers (ODMs), who incorporate our products in a wide
range of electronic devices. Examples of such devices include cable Data Over
Cable Service Interface Specifications (DOCSIS), fiber and DSL broadband modems
and gateways; Wi-Fi and wireline routers for home networking; radio transceivers
and modems for 4G/5G base-station and backhaul infrastructure; fiber-optic
modules for data center, metro, and long-haul transport networks; as well as
power management and interface products used in these and many other markets.

Our highly integrated semiconductor devices and platform-level solutions are
primarily manufactured using low-cost CMOS process technology. CMOS processes
are ideally suited for large digital logic implementations targeting high-volume
and low-cost consumer applications. Importantly, our ability to design analog
and mixed-signal circuits in CMOS allows us to efficiently combine analog
functionality and complex digital signal processing logic in the same integrated
circuit. As a result, our solutions have exceptional levels of functional
integration and performance, low manufacturing cost, and reduced power
consumption. In addition, our proprietary CMOS-based radio and digital system
architectures also enable shorter design cycles, significant design flexibility
and low system-level cost across a wide range of broadband communications, wired
and wireless infrastructure, and industrial and multi-market customer
applications.

In the three months ended March 31, 2022, revenues were $263.9 million derived
from sales of RF receivers and RF receiver systems-on-chip and connectivity
solutions into broadband operator voice and data modems and gateways and
connectivity adapters, global analog and digital RF receiver products, radio and
modem solutions into wireless carrier access and backhaul infrastructure
platforms, high-speed optical interconnect solutions sold into optical modules
for data-center, metro and long-haul networks, and high-performance interface
and power management solutions into a broad range of communications, industrial,
automotive and multi-market applications. Our ability to achieve revenue growth
in the future will depend, among other factors, on our ability to further
penetrate existing markets; our ability to expand our target addressable markets
by developing new and innovative products; changes in government trade policies;
and our ability to obtain design wins with device manufacturers, in particular
manufacturers of set-top boxes, data modems, and gateways for the broadband
service provider, storage networking market, cable infrastructure market,
industrial and automotive markets, and optical module and telecommunications
infrastructure markets.

Products shipped to Asia accounted for 80% and 82% of net revenue during the
three months ended March 31, 2022 and 2021, respectively, including 38% from
products shipped to Hong Kong, 11% from products shipped to mainland China, and
13% from products shipped to Vietnam during the three months ended March 31,
2022 and 37% from products shipped to Hong Kong, 14% from products shipped to
mainland China, and 12% from products shipped to Vietnam during the three months
ended March 31, 2021. Although a large percentage of our products is shipped to
Asia, we believe that a significant number of the systems designed by these
customers and incorporating our semiconductor products are then sold outside
Asia. For example, revenue generated from sales of our products during the three
months ended March 31, 2022 and 2021 related principally to sales to Asian ODMs
and contract manufacturers delivering products into European and North American
markets. To date, all of our sales have been denominated in United States
dollars.
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A significant portion of our net revenue has historically been generated by a
limited number of customers. Sales to customers comprise both direct sales to
customers and indirect sales through distributors. In the three months ended
March 31, 2022, our top three customers accounted for 37% of our net revenue,
and our ten largest customers collectively accounted for 71% of our net revenue,
of which distributor customers accounted for 32% of our net revenue. For certain
customers, we sell multiple products into disparate end user applications such
as cable modems, satellite set-top boxes and broadband gateways.

Our business depends on winning competitive bid selection processes, known as
design wins, to develop integrated circuits for use in our customers' products.
These selection processes are typically lengthy, and as a result, our sales
cycles will vary based on the specific market served, whether the design win is
with an existing or a new customer and whether our product being designed in our
customer's device is a first generation or subsequent generation product. Our
customers' products can be complex and, if our engagement results in a design
win, can require significant time to define, design and result in volume
production. Because the sales cycle for our products is long, we can incur
significant design and development expenditures in circumstances where we do not
ultimately recognize any revenue. We do not have any long-term purchase
commitments with any of our customers, all of whom purchase our products on a
purchase order basis. Once one of our products is incorporated into a customer's
design, however, we believe that our product is likely to remain a component of
the customer's product for its life cycle because of the time and expense
associated with redesigning the product or substituting an alternative chip.
Product life cycles in our target markets will vary by application. For example,
in the cable operator modem and gateway sectors, a design-in can have a product
life cycle of 24 to 48 months. In the industrial and wired and wireless
infrastructure markets, a design-in can have a product life cycle of 24 to 60
months and beyond.


Impact of COVID-19 and the Global Semiconductor Supply Shortage



During the COVID-19 global pandemic, which is still ongoing, various
restrictions were put in place causing a temporary decline in demand for certain
items such as automobiles. As restrictions began easing across the world, a
sudden increase in demand for electronics containing semiconductor chips and
stockpiling of chips by certain firms in China blacklisted by the U.S. has
exacerbated bottlenecks in the supply chain, resulting in a global semiconductor
supply shortage impacting our industry. Some chip manufacturers are estimating
this supply shortage may continue into 2023. While these chip manufacturers are
working to increase capacity in the future, and we are continuing to work
closely with our suppliers and customers to minimize the potential adverse
impacts of the supply shortage, such shortage may have a near-term impact on our
ability to meet increased demand on certain products which may continue into
2023.

Global supply shortages, and uncertainty in customer demand and the worldwide
economy has continued as a result of the COVID-19 pandemic and may be further
exacerbated by the impacts of high inflation, and we may experience increased
volatility in our sales and revenues in the near future. However, the magnitude
of such volatility on our business and its duration is uncertain and cannot be
reasonably estimated at this time.


Critical Accounting Policies and Estimates



Management's discussion and analysis of our financial condition and results of
operations is based upon our consolidated financial statements which are
prepared in accordance with accounting principles that are generally accepted in
the United States of America. The preparation of these consolidated financial
statements requires us to make estimates and judgments that affect the reported
amounts of assets and liabilities, related disclosure of contingent assets and
liabilities at the date of the consolidated financial statements, and the
reported amounts of revenues and expenses during the reporting period. We
continually evaluate our estimates and judgments, the most critical of which are
those related to business combinations, revenue recognition, inventory
valuation, production masks, goodwill and other intangible assets valuation, and
income taxes. We base our estimates and judgments on historical experience and
other factors that we believe to be reasonable under the circumstances.
Materially different results can occur as circumstances change and additional
information becomes known.

We believe that accounting policies we have identified as critical involve a
greater degree of judgment and complexity than our other accounting policies.
Accordingly, those are the policies we believe are the most critical to
understanding and evaluating our consolidated financial condition and results of
operations.

For a summary of our critical accounting policies and estimates, refer to
Management's Discussion and Analysis section of our Annual Report on Form 10-K
for the year ended December 31, 2021, which we filed with the Securities and
Exchange
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Commission, or SEC, on February 2, 2022, or our Annual Report. There have been
no material changes to our critical accounting policies and estimates during the
three months ended March 31, 2022.


Recently Issued Accounting Pronouncements



In October 2021, the FASB issued ASU No. 2021-08, Business Combinations (Topic
805): Accounting for Contract Assets and Contract Liabilties from Contracts with
Customers, to provide specific guidance to eliminate diversity in practice on
how to recognize and measure acquired contract assets and contract liabilities
from revenue contracts from customers in a business combination consistent with
revenue contracts with customers not acquired in an acquisition. The amendments
in this update provide that the acquirer should consider the terms of the
acquired contracts, such as timing of payment, identify each performance
obligation in the contracts, and allocate the total transaction price to each
identified performance obligation on a relative standalone selling price basis
as of contract inception (that is, the date the acquiree entered into the
contracts) or contract modification to determine what should be recorded at the
acquisition date. These amendments are effective for us beginning with fiscal
year 2023. The impact of the adoption of the amendments in this update will
depend on the magnitude of any customer contracts assumed in a business
combination in 2023 and beyond.

Results of Operations

The following describes the line items set forth in our unaudited consolidated statements of income.



Net Revenue. Net revenue is generated from sales of radio-frequency, analog,
digital, and mixed-signal integrated circuits for access and connectivity, wired
and wireless infrastructure, and industrial and multi-market applications. A
significant portion of our sales are to distributors, who then resell our
products.

Cost of Net Revenue. Cost of net revenue includes the cost of finished silicon
wafers processed by third-party foundries; costs associated with our outsourced
packaging and assembly, test and shipping; costs of personnel, including
stock-based compensation, and equipment associated with manufacturing support,
logistics and quality assurance; amortization of acquired developed technology
intangible assets; amortization of certain production mask costs; cost of
production load boards and sockets; and an allocated portion of our occupancy
costs.

Research and Development. Research and development expense includes
personnel-related expenses, including stock-based compensation, new product
engineering mask costs, prototype integrated circuit packaging and test costs,
computer-aided design software license costs, intellectual property license
costs, reference design development costs, development testing and evaluation
costs, depreciation expense and allocated occupancy costs. Research and
development activities include the design of new products, refinement of
existing products and design of test methodologies to ensure compliance with
required specifications. All research and development costs are expensed as
incurred.

Selling, General and Administrative. Selling, general and administrative expense
includes personnel-related expenses, including stock-based compensation,
amortization of certain acquired intangible assets, merger, acquisition and
integration costs, third-party sales commissions, field application engineering
support, travel costs, professional and consulting fees, legal fees,
depreciation expense and allocated occupancy costs.

Restructuring Charges. Restructuring charges consist of severance, lease and leasehold impairment charges, and other charges related to restructuring plans.



Interest and Other Income (Expense), Net. Interest and other income (expense),
net includes interest income, interest expense and other income (expense).
Interest income consists of interest earned on our cash, cash equivalents and
restricted cash balances. Interest expense consists of interest accrued on debt
and amortization of discounts on debt and other liabilities. Other income
(expense) generally consists of income (expense) generated from non-operating
transactions and unrealized holding gains (losses) from certain investments
required to be marked to market value.

Income Tax Provision. We make certain estimates and judgments in determining
income taxes for financial statement purposes. These estimates and judgments
occur in the calculation of certain tax assets and liabilities, which arise from
differences in the timing of recognition of revenue and expenses for tax and
financial statement purposes and the realizability of assets in future years.
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The following table sets forth our consolidated statement of income data as a percentage of net revenue for the periods indicated:


                                             Three Months Ended March 31,
                                                   2022                  2021
Net revenue                                                   100  %     100  %
Cost of net revenue                                            41         47
Gross profit                                                   59         53
Operating expenses:
Research and development                                       25         30
Selling, general and administrative                            15         17

Restructuring charges                                           -          1
Total operating expenses                                       40         49
Income from operations                                         18          5
Interest income                                                 -          -
Interest expense                                               (1)        (3)

Other income (expense), net                                     -          -
Total other income (expense), net                              (1)        

(2)


Income before income taxes                                     17          3
Income tax provision                                            4          1
Net income                                                     13  %       2  %


Net Revenue
                                     Three Months Ended March 31,
                                     2022                       2021         $ Change      % Change
                                               (dollars in thousands)
Broadband                     $      134,556                $ 124,190       $ 10,366            8  %
% of net revenue                          51   %                   59  %
Connectivity                          60,179                   27,449         32,730          119  %
% of net revenue                          23   %                   13  %
Infrastructure                        33,181                   28,792          4,389           15  %
% of net revenue                          12   %                   14  %
Industrial and multi-market           36,011                   28,928          7,083           24  %
% of net revenue                          14   %                   14  %
Total net revenue             $      263,927                $ 209,359       $ 54,568           26  %



Net revenue increased $54.6 million to $263.9 million for the three months ended
March 31, 2022, as compared to $209.4 million for the three months ended March
31, 2021, due to improvement in supply and market strength attributed to the
work-from-home environment. The increase in broadband net revenue of $10.4
million was primarily from gateway revenues and, to a lesser extent,
improvements in satellite and tuner shipments. The increase in connectivity
revenue of $32.7 million was primarily driven by higher Wi-Fi and ethernet
revenues as our supply improved and an increase in MoCA product shipments. The
increase in infrastructure revenues of $4.4 million was primarily driven by an
increase in 5G wireless access product shipments and, to a lesser extent,
increased shipments of wireless backhaul, high-performance analog, and G.hn and
MoCA last-mile access products in this category. The increase in industrial and
multi-market revenue of $7.1 million was related to increased shipments of
component and high-performance analog products.

We currently expect that revenue will fluctuate in the future, from
period-to-period, based on evolving customer demand for existing products, the
pace of adoption of newer products, and macroeconomic conditions. Further, due
to heightened volatility and uncertainty in customer demand resulting from the
COVID-19 pandemic, as well as uncertainty in supply from the global
semiconductor chip shortage, we may experience increased volatility in our sales
and revenues.
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Cost of Net Revenue and Gross Profit


                               Three Months Ended March 31,
                               2022                       2021         $ Change      % Change
                                         (dollars in thousands)
Cost of net revenue     $      109,337                 $ 97,640       $ 11,697           12  %
% of net revenue                    41   %                   47  %
Gross profit                   154,590                  111,719         42,871           38  %
% of net revenue                    59   %                   53  %



Cost of net revenue increased $11.7 million to $109.3 million for the three
months ended March 31, 2022, as compared to $97.6 million for the three months
ended March 31, 2021. The increase was primarily driven by higher sales and
incremental expenses. Gross profit percentage improved for the three months
ended March 31, 2022, as compared to the three months ended March 31, 2021, due
primarily to improved absorption of amortization of intangible assets.

We currently expect that gross profit percentage will fluctuate in the future,
from period-to-period, based on changes in product mix, average selling prices,
and average manufacturing costs. Further, due to heightened volatility and
uncertainty in customer demand resulting from the COVID-19 pandemic and global
semiconductor supply shortages, we may experience increased volatility in our
cost of net revenues as a result.

Research and Development
                                  Three Months Ended March 31,
                                 2022                        2021         $ Change      % Change
                                            (dollars in thousands)
Research and development   $      65,886                  $ 63,166       $  2,720            4  %
% of net revenue                      25   %                    30  %



Research and development expense increased $2.7 million to $65.9 million for the
three months ended March 31, 2022 from $63.2 million in the three months ended
March 31, 2021.There were increases in computer aided design expense of $0.9
million, equipment and tools expense of $0.8 million, and occupancy expense of
$0.4 million.

We expect our research and development expenses to increase in future years as we continue to expand our product portfolio and enhance existing products.

Selling, General and Administrative


                                                       Three Months Ended March 31,
                                                          2022                 2021            $ Change            % Change
                                                                   (dollars in thousands)
Selling, general and administrative                 $      40,577           $ 36,469          $  4,108                   11  %
% of net revenue                                               15   %             17  %



Selling, general and administrative expense increased $4.1 million to $40.6
million for the three months ended March 31, 2022, as compared to $36.5 million
for the three months ended March 31, 2021. The increase was primarily due to
increases in headcount. There were increases in personnel expense of $4.6
million, including $3.3 million from performance-based bonus accruals and
stock-based compensation.

We expect selling, general and administrative expenses to increase in future
years as we grow our sales and marketing organization to expand into existing
and new markets.


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Restructuring Charges
                               Three Months Ended March 31,
                            2022                            2021        $ Change      % Change
                                  (dollars in thousands)
Restructuring charges   $      -                         $ 2,166       $ (2,166)        (100) %
% of net revenue               -    %                          1  %


Restructuring charges decreased $2.2 million to $0 for the three months ended
March 31, 2022, compared to $2.2 million for the three months ended March 31,
2021. Restructuring charges in the three months ended March 31, 2021 primarily
consisted of $1.3 million in employee severance-related charges and $0.6 million
of lease-related charges, which primarily consisted of impairment of leased
right-of-use assets and leasehold improvements.


Interest and Other Income (Expense)



                                                     Three Months Ended March 31,
                                                        2022                 2021            $ Change            % Change
                                                        (dollars in thousands)

Interest and other income (expense), net          $      (3,088)          $ (4,310)         $  1,222                  (28) %
% of net revenue                                             (1)  %             (2) %


Interest and other income (expense), net changed by $1.2 million from a net
expense of $4.3 million in the three months ended March 31, 2021 to a net
expense of $3.1 million for the three months ended March 31, 2022. The change in
interest and other income (expense), net was primarily due to the impact of a
$1.6 million decrease in interest expense on outstanding debt, mostly related to
a lower average balance of term loan debt outstanding. The remaining change
included a $0.7 million increase in other income (expense), net, from expense of
$0.1 million in the 2021 period to expense of $0.8 million in the 2022 period
primarily related to $1.0 million in unrealized holding losses on equity
securities that are marked to market value on the balance sheet, partially
offset by the impact of foreign currency fluctuations.

Income Tax Provision

                               Three Months Ended March 31,
                                    2022                    2021        $ Change      % Change
                                  (dollars in thousands)
Income tax provision   $         11,453                   $ 1,806      $  9,647          534  %


The income tax provision for the three months ended March 31, 2022 was $11.5
million compared to an income tax provision of $1.8 million for the three months
ended March 31, 2021.

The difference between our effective tax rate and the 21.0% U.S. federal
statutory rate for the three months ended March 31, 2022 primarily related to
the mix of pre-tax income among jurisdictions, permanent tax items including a
tax on global intangible low-taxed income, stock based compensation, excess tax
benefits related to stock-based compensation, release of uncertain tax positions
under ASC 740-10, and release of the valuation allowance on certain federal R&D
credits. The permanent tax item related to global intangible low-taxed income
also reflects recent legislative changes requiring the capitalization of
research and experimentation costs, as well as limitations on the creditability
of certain foreign income taxes.

The difference between our effective tax rate and the 21.0% U.S. federal
statutory rate for the three months ended March 31, 2021 primarily related to
the mix of pre-tax income among jurisdictions, permanent tax items including the
tax on global intangible low-taxed income, stock based compensation, excess tax
benefits related to stock-based compensation, and release of certain reserves
for uncertain tax positions under ASC 740-10.
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We continue to maintain a valuation allowance to offset state and certain
federal and foreign deferred tax assets, as realization of such assets does not
meet the more-likely-than-not threshold required under accounting guidelines. In
making such determination, we consider all available positive and negative
evidence quarterly, including scheduled reversals of deferred tax liabilities,
projected future taxable income, tax planning strategies, and recent financial
performance. Based upon our review of all positive and negative evidence, we
continue to have a valuation allowance on state deferred tax assets, certain
federal deferred tax assets, and certain foreign deferred tax assets in
jurisdictions where we have cumulative losses or otherwise are not expected to
utilize certain tax attributes. We do not incur income tax expense or benefit in
certain tax-free jurisdictions in which we operate.

Our subsidiary in Singapore operates under certain tax incentives in Singapore,
which are effective through March 2027. Under these incentives, qualifying
income derived from certain sales of our integrated circuits is taxed at a
concessionary rate over the incentive period. We also receive a reduced
withholding tax rate on certain intercompany royalty payments made by our
Singapore subsidiary during the incentive period. We recorded a tax provision in
the three months ended March 31, 2022 at the incentive rate. In the three months
ended March 31, 2021, due to our Singapore net operating losses and a full
valuation allowance in Singapore, the incentives did not have a material impact
on our income tax provision. The incentives are conditional upon our meeting
certain minimum employment and investment thresholds within Singapore over time,
and we may be required to return certain tax benefits in the event we do not
achieve compliance related to that incentive period. We currently believe that
we will be able to satisfy these conditions without material risk.

Liquidity and Capital Resources

As of March 31, 2022, we had cash and cash equivalents of $151.1 million, restricted cash of $1.1 million and net accounts receivable of $125.7 million. Additionally, as of March 31, 2022, our working capital was $219.8 million.



Our primary uses of cash are to fund operating expenses and purchases of
inventory, property and equipment, and from time to time, the acquisition of
businesses. We also use cash to pay down outstanding debt, repurchase our common
stock under our stock repurchase plan, and from time to time, make investments.
As of March 31, 2022, $290.0 million of principal was outstanding under a senior
secured term B loan facility or the "Initial Term Loan under the June 23, 2021
Credit Agreement." The Company also has available a senior secured revolving
credit facility, in an aggregate principal amount of up to $100.0 million which
remained undrawn as of March 31, 2022. The proceeds of the revolving facility
may be used to finance the working capital needs and other general corporate
purposes of the Company and its subsidiaries.

Commencing on September 30, 2021, the Initial Term Loan under the June 23, 2021
Credit Agreement has amortized in equal quarterly installments equal to 0.25% of
the original principal amount of the Initial Term Loan under the June 23, 2021
Credit Agreement, with the balance payable on June 23, 2028.

Heightened volatility, global semiconductor supply shortages, and uncertainty in
customer demand and the worldwide economy in general continues to impact
business and financial markets as a result of the COVID-19 pandemic and may be
further exacerbated by the impacts of high inflation, and we may experience
decreased sales and revenues in the near future. A material adverse impact from
COVID-19 and the global semiconductor supply shortage could result in a need to
raise additional capital or incur additional indebtedness to fund strategic
initiatives or operating activities, particularly if we pursue additional
acquisitions. Our future capital requirements will depend on many factors,
including changes in revenue, the expansion of our engineering, sales and
marketing activities, the timing and extent of our expansion into new
territories, the timing of introductions of new products and enhancements to
existing products, the continuing market acceptance of our products and
potential material investments in, or acquisitions of, complementary businesses,
services or technologies. Additional funds may not be available on terms
favorable to us or at all. If we are unable to raise additional funds when
needed, we may not be able to sustain our operations or execute our strategic
plans.

Our cash and cash equivalents are impacted by the timing of when we pay expenses
as reflected in the change in our outstanding accounts payable and accrued
expenses. Cash used to fund operating expenses in our consolidated statements of
cash flows excludes the impact of non-cash items such as amortization and
depreciation of acquired intangible assets and leased right-of-use assets and
property and equipment, stock-based compensation, impairment of leased
right-of-use assets and related leasehold improvements and unrealized holding
gains or losses on marketable equity securities. Cash used to fund capital
purchases and acquisitions of businesses and investments are included in
investing activities in our consolidated statements of cash flows. Cash proceeds
from issuance of common stock and cash used to pay down outstanding debt or
repurchase common stock is included in financing activities in our consolidated
statements of cash flows.
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As of March 31, 2022, our material cash requirements include long-term debt, non-cancelable operating leases, inventory purchase obligations and other obligations, which primarily consist of contractual payments due for computer-aided design software, as follows:


                                                                        Payments due
                                                    Less than 1                                                 More than 5
                                   Total               year              1-3 years           3-5 years             years
                                                                       (in thousands)
Long-term debt obligations      $ 290,000          $        -          $        -          $        -          $  290,000
Operating lease obligations        42,388               7,243              17,831              12,984               4,330
Inventory purchase obligations    183,300             176,447               6,853                   -                   -
Other obligations                  34,084              17,858              16,115                 111                   -
Total                           $ 549,772          $  201,548          $   40,799          $   13,095          $  294,330



Our planned capital expenditures as of March 31, 2022 were not material. Our
consolidated balance sheet at March 31, 2022 included $7.7 million in other
long-term liabilities for uncertain tax positions, some of which may result in
cash payment. The future payments related to uncertain tax positions recorded as
other long-term liabilities have not been presented in the table above due to
the uncertainty of the amounts and timing of cash settlement with the taxing
authorities.

Our primary sources of cash are cash receipts on accounts receivable from our
shipment of products to distributors and direct customers. Aside from the
amounts billed to our customers, net cash collections of accounts receivable are
impacted by the efficiency of our cash collections process, which can vary from
period to period depending on the payment cycles of our major distributor
customers, and relative linearity of shipments period-to-period. The June 23,
2021 Credit Agreement, under which we entered into a senior secured term B loan
facility and a revolving credit facility, permits us to request incremental
loans in an aggregate principal amount not to exceed the sum of an amount equal
to the greater of (x) $175.0 million and (y) 100% of "Consolidated EBITDA" (as
defined in such agreement), plus the amount of certain voluntary prepayments,
plus an unlimited amount that is subject to pro forma compliance with certain
first lien net leverage ratio, secured net leverage ratio and total net leverage
ratio tests.

Following is a summary of our working capital, cash and cash equivalents, and restricted cash for the periods indicated:


                                                       March 31,      December 31,
                                                         2022             2021
                                                              (in thousands)
Working capital                                       $ 219,781      $     196,709
Cash and cash equivalents                             $ 151,111      $     130,572
Short-term restricted cash                                  105                105
Long-term restricted cash                                 1,037              1,061

Total cash, cash equivalents, and restricted cash $ 152,253 $ 131,738





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Following is a summary of our cash flows provided by (used in) operating
activities, investing activities and financing activities for the periods
indicated:
                                                                   Three Months Ended March 31,
                                                                    2022                    2021
                                                                          (in thousands)
Net cash provided by operating activities                    $        134,166          $    40,272
Net cash used in investing activities                                 (42,762)             (12,264)
Net cash used in financing activities                                 (70,659)             (28,817)

Effect of exchange rate changes on cash, cash equivalents and restricted cash

                                                      (230)                 (32)

Increase (decrease) in cash, cash equivalents and restricted cash

                                                         $         

20,515 $ (841)

Cash Flows from Operating Activities



Net cash provided by operating activities was $134.2 million for the three
months ended March 31, 2022. Net cash provided by operating activities consisted
of positive impact of net income of $33.6 million, non-cash items of $43.7
million, and changes in operating assets and liabilities of $57.1 million,
partially offset by excess tax benefits and deferred income taxes totaling $0.3
million. Non-cash items included in net income for the three months ended March
31, 2022 primarily consisted of depreciation and amortization of property,
equipment, acquired intangible assets and leased right-of-use assets of $23.9
million and stock-based compensation of $18.6 million.

Net cash provided by operating activities was $40.3 million for the three months
ended March 31, 2021. Net cash used in operating activities consisted of the
positive impact of non-cash items of $37.2 million and net income of $3.8
million, partially offset by the negative impact of deferred income taxes and
excess tax benefits totaling $1.3 million and changes in operating assets and
liabilities of $0.6 million. Non-cash items included in net income for the three
months ended March 31, 2021 primarily consisted of depreciation and amortization
of property, equipment, acquired intangible assets and leased right-of-use
assets of $22.3 million and stock-based compensation of $13.0 million.

Cash Flows from Investing Activities



Net cash used in investing activities was $42.8 million for the three months
ended March 31, 2022 and consisted of purchases of investments of $23.3 million,
proceeds loaned under notes receivable of $10.0 million, purchases of property
and equipment of $4.8 million and purchases of intangible assets of $4.6
million.

Net cash used in investing activities was $12.3 million for the three months ended March 31, 2021 and consisted primarily of purchases of property and equipment of $6.2 million, purchases of investments of $5.0 million, and purchases of intangible assets of $1.1 million.

Cash Flows from Financing Activities



Net cash used in financing activities was $70.7 million for the three months
ended March 31, 2022. Net cash used in financing activities consisted primarily
of common stock repurchases of $26.3 million, minimum tax withholding paid on
behalf of employees for restricted stock units of $24.4 million, and repayments
of debt of $20.0 million.

Net cash used in financing activities was $28.8 million for the three months
ended March 31, 2021. Net cash used in financing activities consisted primarily
of repayments of debt of $20.0 million, minimum tax withholding paid on behalf
of employees for restricted stock units of $7.4 million, and common stock
repurchases of $2.7 million, partially offset by net proceeds from issuance of
common stock upon exercise of stock options of $1.3 million.
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We believe that our $151.1 million of cash and cash equivalents at March 31,
2022 will be sufficient to fund our projected operating requirements for at
least the next twelve months. As of March 31, 2022, our indebtedness totaled
$290.0 million, which consists of outstanding principal under the Initial Term
Loan under the June 23, 2021 Credit Agreement. The June 23, 2021 Credit
Agreement also provides the Company with the Revolving Facility in an aggregate
principal amount of up to $100.0 million. The Initial Term Loan under the June
23, 2021 Credit Agreement has a seven-year term expiring in June 2028 and bears
interest, at the Company's option, at a per annum rate equal to either (i) a
base rate equal to the highest of (x) the federal funds rate, plus 0.50%, (y)
the prime rate then in effect and (z) an adjusted LIBOR rate determined on the
basis of a one-month interest period plus 1.00%, in each case, plus an
applicable margin of 1.25% or (ii) an adjusted LIBOR rate, subject to a floor of
0.50%, plus an applicable margin of 2.25%. Loans under the Revolving Facility
initially bear interest, at a per annum rate equal to either (i) a base rate (as
calculated above) plus an applicable margin of 0.00%, or (ii) an adjusted LIBOR
rate (as calculated above) plus an applicable margin of 1.00%. Following
delivery of financial statements for the Company's fiscal quarter ending June
30, 2021, the applicable margin for loans under the Revolving Facility will
range from 0.00% to 0.75% in the case of base rate loans and 1.00% to 1.75% in
the case of LIBOR rate loans, in each case, depending on the Company's secured
net leverage ratio as of the most recently ended fiscal quarter. The Company is
required to pay commitment fees ranging from 0.175% to 0.25% per annum on the
daily undrawn commitments under the Revolving Facility, depending on the
Company's secured net leverage ratio as of the most recently ended fiscal
quarter. Commencing on September 30, 2021, the Initial Term Loan under the June
23, 2021 Credit Agreement amortizes in equal quarterly installments equal to
0.25% of the original principal amount, with the balance payable at maturity on
June 23, 2028. The June 23, 2021 Credit Agreement contains customary provisions
specifying alternative interest rate calculations to be employed at such time as
LIBOR ceases to be available as a benchmark for establishing the interest rate
on floating interest rate borrowings.

Our cash and cash equivalents in recent years have been favorably affected by
our implementation of an equity-based bonus program for our employees, including
executives. In connection with that bonus program, in February 2022, we issued
0.5 million freely-tradable shares of our common stock in settlement of bonus
awards for the 2021 performance period. We expect to implement a similar
equity-based plan for fiscal 2022, but our compensation committee retains
discretion to effect payment in cash, stock, or a combination of cash and stock.

Warranties and Indemnifications



In connection with the sale of products in the ordinary course of business, we
often make representations affirming, among other things, that our products do
not infringe on the intellectual property rights of others, and agree to
indemnify customers against third-party claims for such infringement. Further,
our certificate of incorporation and bylaws require us to indemnify our officers
and directors against any action that may arise out of their services in that
capacity, and we have also entered into indemnification agreements with respect
to all of our directors and certain controlling persons.

Off-Balance Sheet Arrangements



As part of our ongoing business, we do not participate in transactions that
generate relationships with unconsolidated entities or financial partnerships,
such as entities often referred to as structured finance or special purpose
entities, or SPEs, which would have been established for the purpose of
facilitating off-balance sheet arrangements or other contractually narrow or
limited purposes. As of March 31, 2022, we were not involved in any
unconsolidated SPE transactions.

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