This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, that have been made pursuant to and in reliance on the provisions of the Private Securities Litigation Reform Act of 1995. These statements include, among others, statements concerning:




  • the above-average industry growth of product and market areas that we have
    targeted,




  • our plan to increase our revenue through the introduction of new products
    within our existing product families as well as in new product categories and
    families,




  • our belief that we may incur significant legal expenses that vary with the
    level of activity in each of our current or future legal proceedings,




  • the effect that liquidity of our investments has on our capital resources,




  • the continuing application of our products in the storage and computing,
    enterprise data, automotive, industrial, communications and consumer markets,




  • estimates of our future liquidity requirements,




  • the cyclical nature of the semiconductor industry,




  • the effects of the COVID-19 pandemic and the conflict between Ukraine and
    Russia on the global economy, the semiconductor industry and our business,




  • protection of our proprietary technology,




  • business outlook for the remainder of 2022 and beyond,




  • the factors that we believe will impact our business, operations and financial
    condition, as well as our ability to achieve revenue growth,




  • the percentage of our total revenue from various end markets,




  • our ability to identify, acquire and integrate companies, businesses and
    products, and achieve the anticipated benefits from such acquisitions and
    integrations,




  • the impact of various tax laws and regulations on our income tax provision,
    financial position and cash flows,




  • our plan to repatriate cash from our subsidiary in Bermuda,




  • our intention and ability to pay cash dividends and dividend equivalents, and




  • the factors that differentiate us from our competitors.



In some cases, words such as "would," "could," "may," "should," "predict," "potential," "targets," "continue," "anticipate," "expect," "intend," "plan," "believe," "seek," "estimate," "project," "forecast," "will," the negative of these terms or other variations of such terms and similar expressions relating to the future identify forward-looking statements. All forward-looking statements are based on our current outlook, expectations, estimates, projections, beliefs and plans or objectives about our business, our industry and the global economy, including our expectations regarding the potential impacts of the COVID-19 pandemic and the conflict in Ukraine on our business, industry and the global economy. These statements are not guarantees of future performance and are subject to risks and uncertainties. Actual events or results could differ materially and adversely from those expressed in any such forward-looking statements. Risks and uncertainties that could cause actual results to differ materially include those set forth throughout this Quarterly Report on Form 10-Q and in our Annual Report on Form 10-K and, in particular, in the section entitled "Risk Factors." Except as required by law, we disclaim any duty to, and undertake no obligation to, update any forward-looking statements, whether as a result of new information relating to existing conditions, future events or otherwise or to release publicly the results of any future revisions we may make to forward-looking statements to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events. Readers are cautioned not to place undue reliance on such statements, which speak only as of the date of this Quarterly Report on Form 10-Q. Readers should carefully review future reports and documents that we file from time to time with the SEC, such as our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and any Current Reports on Form 8-K.





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Overview


We are a global company that provides high-performance, semiconductor-based power electronics solutions. Incorporated in 1997, our three core strengths include deep system-level knowledge, strong semiconductor design expertise, and innovative proprietary semiconductor process and system integration technologies. These combined strengths enable us to deliver highly integrated monolithic products that offer energy-efficient, cost-effective, easy-to-use solutions for systems found in storage and computing, enterprise data, automotive, industrial, communications and consumer applications. Our mission is to reduce total energy and material consumption in our customers' systems with green, practical and compact solutions. We believe that we differentiate ourselves by offering solutions that are more highly integrated, smaller in size, more energy-efficient, more accurate with respect to performance specifications and, consequently, more cost-effective than many competing solutions. We plan to continue to introduce new products within our existing product families, as well as in new innovative product categories.

We operate in the cyclical semiconductor industry where there is seasonal demand for certain products. We are not immune from current and future industry downturns, but we have targeted product and market areas that we believe have the ability to offer above average industry performance over the long term.

We work with third parties to manufacture and assemble our ICs. This has enabled us to limit our capital expenditures and fixed costs, while focusing our engineering and design resources on our core strengths.

Following the introduction of a product, our sales cycle generally takes a number of quarters after we receive an initial customer order for a new product to ramp up. Typical lead times for orders are generally 16 to 26 weeks. Recently, we have experienced high customer demand, which has resulted in longer than usual lead times. These factors, combined with the fact that orders in the semiconductor industry can typically be cancelled or rescheduled without significant penalty to the customer, make the forecasting of our orders and revenue difficult.

We derive most of our revenue from sales through distribution arrangements and direct sales to customers in Asia, where our products are incorporated into end-user products. Our revenue from direct and indirect sales to customers in Asia was 90% and 89% for the three months ended March 31, 2022 and 2021, respectively. We derive a majority of our revenue from the sales of our DC to DC converter products which serve the storage and computing, enterprise data, automotive, industrial, communications and consumer markets. We believe our ability to achieve revenue growth will depend, in part, on our ability to develop new products, enter new market segments, gain market share, manage litigation risk, diversify our customer base and continue to secure manufacturing capacity.

Impact of COVID-19 on Our Business

The COVID-19 pandemic has had, and continues to have, a significant impact around the world. Our primary focus is to continue to execute our business plan and mitigate the effect of the COVID-19 pandemic on our financial position and operations, while actively taking all necessary precautions to ensure the safety of our employees, our suppliers and our customers. The pandemic did not materially and adversely impact our overall operating results or business operations for the three months ended March 31, 2022.

In recent months, China has experienced an increase in outbreaks, specifically in Shanghai where we have business operations and where many of our customers and suppliers are located. Local governments have implemented strict measures including quarantines, shutdowns and other business restrictions, which resulted in logistics challenges across the region and throughout China. While the disruptions did not have a material adverse impact on our operations or financial condition for the three months ended March 31, 2022, we will continue to monitor and evaluate future developments. However, we cannot reasonably estimate the duration and severity of the increased regulatory requirements in Shanghai and throughout China or the potential effect of these measures on the global economy, the semiconductor industry and our business.

We have worked, and are continuing to actively work, with our stakeholders, including customers, suppliers and employees, to address the impact of the pandemic. We will continue to monitor the situation, to assess further possible implications to our business, supply chain and customers, and to take actions in an effort to mitigate adverse consequences to the extent feasible. A prolonged economic slowdown as a result of the pandemic, or otherwise, could materially and adversely impact our business, results of operations and financial condition for the remainder of 2022 and beyond.





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Conflict between Ukraine and Russia

As the conflict between Ukraine and Russia continues to evolve, we are closely monitoring the impact of future developments on our business, supply chain, employees, customers and other business partners. Our total revenues in Russia have not been material and we have changed our payment terms to require payment in advance from our customers in Russia. In addition, all outstanding accounts receivable balances from our customers in Russia have been paid.

Cybersecurity Risk Management

We are committed to protecting our information technology ("IT") assets, including computers, systems, corporate networks and sensitive data, from unauthorized access or attack. We have established an internal global IT policy handbook as well as IT security management control procedures designed to:

? Create information security awareness and define responsibilities among our


  employees and business partners;
? Implement controls to identify IT risks and monitor the use of our systems and
  information resources;
? Establish key policies and processes to adequately and timely respond to

security threats; ? Maintain disaster recovery and business continuity plans; and ? Ensure compliance with applicable laws and regulations regarding the management


  of information security.



We require all new employees to attend an IT security training orientation. In addition, on an as-needed basis, our IT team provides trainings and updates to employees related to our policies and procedures.

Our IT Steering Committee, which consists of our senior management and IT team, meets on a regular basis to review initiatives and projects to improve IT security, as well as resources and budgets for our cybersecurity compliance and education efforts. We completed the ISO 27001 certification, a globally recognized information security standard, in 2021.

Our Audit Committee of the Board of Directors, which consists of three independent members, is responsible for the oversight of our cybersecurity risk program. On a regular basis, the Audit Committee reviews reports and updates from our Chief Financial Officer and IT senior management about major risk exposures, their potential impact on our business operations, and management's strategies to assess, monitor and mitigate those risks. The Audit Committee also provides updates of their oversight and findings to the Board of Directors.

We believe we have adequate resources and sufficient policies, procedures and oversight in place to identify and manage our IT security risks to our business operations. To date, we do not believe we have experienced any material information security breaches and have not incurred significant operating expenses related to information security breaches.

Critical Accounting Policies and Estimates

In preparing our condensed consolidated financial statements in accordance with GAAP, we are required to make estimates, assumptions and judgments that affect the amounts reported in our financial statements and the accompanying disclosures. Estimates and judgments used in the preparation of our condensed consolidated financial statements are, by their nature, uncertain and unpredictable, and depend upon, among other things, many factors outside of our control, including demand for our products, economic conditions and other current and future events, such as the impact of the COVID-19 pandemic and the conflict between Ukraine and Russia. Actual results could differ from these estimates and assumptions, and any such differences may be material to our condensed consolidated financial statements.

As of the date of issuance of these condensed consolidated financial statements, we are not aware of any specific event or circumstance that would require our management to update the significant estimates and assumptions used in the preparation of the condensed consolidated financial statements, as compared to those disclosed in the Annual Report on Form 10-K for the year ended December 31, 2021. As new events continue to evolve and additional information becomes available, any changes to these estimates and assumptions will be recognized in the condensed consolidated financial statements as soon as they become known.






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Results of Operations


The table below sets forth the data on the Condensed Consolidated Statements of Operations as a percentage of revenue:





                                               Three Months Ended March 31,
                                              2022                      2021
                                            (in thousands, except percentages)
Revenue                               $ 377,714       100.0 %   $ 254,455       100.0 %
Cost of revenue                         158,834        42.1       113,396        44.6
Gross profit                            218,880        57.9       141,059        55.4
Operating expenses:
Research and development                 54,104        14.3        41,892        16.5
Selling, general and administrative      67,153        17.8        51,453        20.2
Litigation expense                        1,489         0.3         1,628         0.6
Total operating expenses                122,746        32.4        94,973        37.3
Operating income                         96,134        25.5        46,086        18.1
Other income (expense), net                (634 )      (0.2 )       2,587         1.0
Income before income taxes               95,500        25.3        48,673        19.1
Income tax expense                       15,934         4.2         3,260         1.3
Net income                            $  79,566        21.1 %   $  45,413        17.8 %






Revenue


In the first quarter of 2022, we reorganized our end markets and broke out Computing and Storage into two new end markets: (1) Storage and Computing, and (2) Enterprise Data. All prior-period amounts have been restated to reflect the changes. The following table summarizes our revenue by end market:





                                  Three Months Ended March 31,
                                        % of                       % of
End Market                2022        Revenue        2021        Revenue      Change
                                     (in thousands, except percentages)
Storage and Computing   $  96,586         25.6 %   $  51,312         20.2 %      88.2 %
Enterprise Data            42,509         11.2        16,183          6.3       162.7 %
Automotive                 54,546         14.4        44,867         17.6        21.6 %
Industrial                 48,538         12.9        39,788         15.6        22.0 %
Communications             55,574         14.7        36,070         14.2        54.1 %
Consumer                   79,961         21.2        66,235         26.1        20.7 %
Total                   $ 377,714        100.0 %   $ 254,455        100.0 %      48.4 %



Revenue for the three months ended March 31, 2022 was $377.7 million, an increase of $123.3 million, or 48.4%, from $254.5 million for the three months ended March 31, 2021. Overall unit shipments increased by 20% and average sales prices increased by approximately 23% compared to the same period in 2021. The increase in average sales prices was primarily driven by favorable changes in product mix with more sales coming from products with higher unit prices.

For the three months ended March 31, 2022, revenue from the storage and computing market increased $45.3 million, or 88.2%, from the same period in 2021. This increase was primarily due to higher storage and commercial notebook sales. Revenue from the enterprise data market increased $26.3 million, or 162.7%, from the same period in 2021. This increase was primarily driven by continuing strength in data center and workstation computing sales. Revenue from the automotive market increased $9.7 million, or 21.6%, from the same period in 2021. This increase was primarily driven by sales growth for highly integrated applications supporting the digital cockpit, advanced driver assistance systems and connectivity. Revenue from the industrial market increased $8.8 million, or 22.0%, from the same period in 2021. This increase was primarily driven by higher sales in power sources and industrial meters. Revenue from the communications market increased $19.5 million, or 54.1%, from the same period in 2021. This increase primarily reflected higher revenue related to 5G infrastructure and satellite communication applications. Revenue from the consumer market increased $13.7 million, or 20.7%, from the same period in 2021. This increase was primarily driven by increased sales for smart TVs, gaming, and home appliances, which was partially offset by decreased sales for mobile devices.





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Cost of Revenue and Gross Margin

Cost of revenue primarily consists of costs incurred to manufacture, assemble and test our products, as well as warranty costs, inventory-related and other overhead costs, and stock-based compensation expenses.





                                Three Months Ended March 31,
                                  2022                 2021          Change
                                   (in thousands, except percentages)
Cost of revenue              $      158,834       $      113,396        40.1 %
As a percentage of revenue             42.1 %               44.6 %
Gross profit                 $      218,880       $      141,059        55.2 %
Gross margin                           57.9 %               55.4 %



Cost of revenue was $158.8 million, or 42.1% of revenue, for the three months ended March 31, 2022, and $113.4 million, or 44.6% of revenue, for the three months ended March 31, 2021. The $45.4 million increase in cost of revenue was primarily due to a 20% increase in overall unit shipments and a 22% increase in the average direct cost of units shipped. The increase in cost of revenue was also driven by an increase in manufacturing overhead costs, which was partially offset by a decrease in inventory write-downs.

Gross margin was 57.9% for the three months ended March 31, 2022, compared with 55.4% for the three months ended March 31, 2021. The increase in gross margin was mainly driven by a favorable product mix and lower inventory write-downs as a percentage of revenue.

Research and Development ("R&D")





R&D expenses primarily consist of salary and benefit expenses, bonuses,
stock-based compensation and deferred compensation for design and product
engineers, expenses related to new product development and supplies, and
facility costs.



                                Three Months Ended March 31,
                                  2022                 2021          Change
                                   (in thousands, except percentages)
R&D expenses                 $       54,104       $       41,892        29.2 %
As a percentage of revenue             14.3 %               16.5 %




R&D expenses were $54.1 million, or 14.3% of revenue, for the three months ended March 31, 2022, and $41.9 million, or 16.5% of revenue, for the three months ended March 31, 2021. The $12.2 million increase in R&D expenses was primarily due to an increase of $9.8 million in cash compensation expenses, which include salary, benefits and bonuses, and an increase of $2.2 million in stock-based compensation expenses, which were mainly associated with performance-based equity awards. This was partially offset by a credit of $1.2 million related to changes in the value of the deferred compensation plan liabilities. Our R&D headcount was 1,103 employees as of March 31, 2022, compared with 909 employees as of March 31, 2021.

Selling, General and Administrative ("SG&A")

SG&A expenses primarily include salary and benefit expenses, bonuses, stock-based compensation and deferred compensation for sales, marketing and administrative personnel, sales commissions, travel expenses, facilities costs, and professional service fees.





                                Three Months Ended March 31,
                                  2022                 2021          Change
                                   (in thousands, except percentages)
SG&A expenses                $       67,153       $       51,453        30.5 %
As a percentage of revenue             17.8 %               20.2 %



SG&A expenses were $67.2 million, or 17.8% of revenue, for the three months ended March 31, 2022, and $51.5 million, or 20.2% of revenue, for the three months ended March 31, 2021. The $15.7 million increase in SG&A expenses was primarily due to an increase of $8.5 million in stock-based compensation expenses, which were mainly associated with performance-based equity awards, and an increase of $7.8 million in cash compensation expenses, which include salary, benefits and bonuses. The increase was partially offset by a credit of $2.1 million related to changes in the value of the deferred compensation plan liabilities. Our SG&A headcount was 696 employees as of March 31, 2022, compared with 585 employees as of March 31, 2021.





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Litigation Expense


Litigation expense was $1.5 million for the three months ended March 31, 2022, compared with $1.6 million for the three months ended March 31, 2021. The expenses for both periods were attributable to litigation activity related to ongoing patent infringement and other matters.





Other Income (Expense), Net


Other expense, net, was $0.6 million for the three months ended March 31, 2022, compared with other income, net, of $2.6 million for the three months ended March 31, 2021. The decrease in income was primarily due to an increase of $3.4 million in expense related to changes in the value of the deferred compensation plan investments, which was partially offset by an increase of $0.6 million in net interest income.





Income Tax Expense


The income tax provision or benefit for interim periods is generally determined using an estimate of our annual effective tax rate and adjusted for discrete items, if any, in the relevant period. Each quarter the estimate of the annual effective tax rate is updated, and if our estimated tax rate changes, a cumulative adjustment is made.

The income tax expense for the three months ended March 31, 2022 was $15.9 million, or 16.7% of pre-tax income. The effective tax rate was lower than the federal statutory rate primarily due to foreign income from our subsidiaries in Bermuda and China being taxed at lower statutory tax rates, and excess tax benefits from stock-based compensation. The decrease in the effective tax rate relative to the federal statutory rate was partially offset by the inclusion of the GILTI tax.

The income tax expense for the three months ended March 31, 2021 was $3.3 million, or 6.7% of pre-tax income. The effective tax rate was lower than the federal statutory rate primarily due to foreign income from our subsidiaries in Bermuda and China being taxed at lower statutory tax rates, and excess tax benefits from stock-based compensation. The decrease in the effective tax rate relative to the federal statutory rate was partially offset by the inclusion of the GILTI tax.

The increase in the effective tax rate for the three months ended March 31, 2022 compared to the three months ended March 31, 2021 was mainly due to a decrease in excess tax benefits from stock-based compensation, and an increase in GILTI primarily driven by the capitalization of R&D costs as mandated by the U.S. Tax Cut and Jobs Act enacted in December 2017 (the "2017 Tax Act") and an increase in foreign income.

Liquidity and Capital Resources





                                                       March 31,              December 31,
                                                          2022                    2021
                                                        (in thousands, except percentages)
Cash and cash equivalents                           $        260,604       $           189,265
Short-term investments                                       512,908                   535,817
Total cash, cash equivalents and short-term
investments                                         $        773,512       $           725,082
Percentage of total assets                                      45.1 %                    45.7 %

Total current assets                                $      1,247,136       $         1,124,852
Total current liabilities                                   (272,528 )                (226,944 )
Working capital                                     $        974,608       $           897,908



As of March 31, 2022, we had cash and cash equivalents of $260.6 million and short-term investments of $512.9 million, compared with cash and cash equivalents of $189.3 million and short-term investments of $535.8 million as of December 31, 2021. As of March 31, 2022, $161.5 million of cash and cash equivalents and $317.7 million of short-term investments were held by our international subsidiaries. We may repatriate cash from our Bermuda subsidiary to fund our expenditures in future periods. We anticipate that earnings from other foreign subsidiaries will continue to be indefinitely reinvested.

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