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Acquisitions (Notes) | 12 Months Ended
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Dec. 31, 2021
Business Combinations [Abstract] |
Acquisitions | Acquisitions 2021 Acquisitions AnalogX Inc. On July 2, 2021 (the “AnalogX Closing Date”), the Company completed its acquisition of AnalogX, a premier interconnect IP company, by acquiring all of its outstanding shares. The Company acquired AnalogX for total consideration of approximately $47.5 million, including certain adjustments for working capital, which consisted of $40.4 million in initial cash consideration at the AnalogX Closing Date and additional deferred payments totaling approximately $7.4 million, initially recorded at its present value of approximately $7.1 million, (the “Deferred Payments”). The Deferred Payments will be paid in cash over three years following the AnalogX Closing Date, in three installments on each of the dates that are 12 months, 24 months and 36 months following the AnalogX Closing Date. A portion of the purchase price, $5.9 million of the consideration, was deposited into an escrow account to fund indemnification obligations and other contractual provisions, to be released 12 months after the AnalogX Closing Date. The addition of the technology and expertise from AnalogX augments the Company’s SerDes offerings and CXL memory interconnect initiative. As part of the acquisition, the Company agreed to pay certain AnalogX employees $3.5 million in cash over three years following the AnalogX Closing Date (the “AnalogX Retention Bonus”), to be paid in three equal installments on each of the dates that are 12 months, 24 months and 36 months following the AnalogX Closing Date. The AnalogX Retention Bonus payouts are subject to the condition of continued employment. Therefore, the AnalogX Retention Bonus payouts will be treated as compensation and will be expensed ratably over the retention period. As of December 31, 2021, the Company had incurred approximately $0.8 million in external acquisition costs in connection with the transaction, which were expensed as incurred. The purchase price allocation and related accounting for this acquisition is preliminary. The preliminary fair value estimates for the assets acquired and liabilities assumed were based upon preliminary calculations and valuations and the Company’s estimates and assumptions for the acquisition are subject to change if the Company obtains additional information during the measurement period. The fair value of the intangible assets acquired was determined by management primarily by using the estimated current replacement cost under the cost approach. The fair values of the remaining assets acquired and liabilities assumed approximated their carrying values at the AnalogX Closing Date. The Company performed a valuation of the net assets acquired as of the AnalogX Closing Date. The total consideration from the acquisition was preliminarily allocated as follows:
(In thousands) |  | Total
Cash and cash equivalents |  | $ | 2,763 |
Accounts receivable |  | 280 |
Unbilled receivables |  | 1,566 |
Prepaid expenses and other current assets |  | 1,354 |
Identified intangible assets |  | 6,800 |
IPR&D |  | 3,800 |
Goodwill |  | 38,326 |
Property, plant and equipment, net |  | 118 |
Accounts payable |  | (1,112) |
Deferred revenue |  | (23) |
Income taxes payable |  | (6,144) |
Other current liabilities |  | (215) |
Total |  | $ | 47,513 |
The goodwill arising from the acquisition is primarily attributed to synergies related to the combination of new and complementary technologies of the Company and the assembled workforce of the acquired business. Approximately $26.9 million of the goodwill is expected to be deductible for tax purposes. The identified intangible assets assumed in the acquisition of AnalogX were recognized as follows based upon their estimated fair values as of the acquisition date:
| Total |  | Estimated Weighted-Average Useful Life
| (in thousands) |  | (in years)
Existing technology | $ | 6,300 |  |  | 5 years
Customer contracts and contractual relationships | 500 |  |  | 2 years
IPR&D | 3,800 |  |  | Not applicable
Total | $ | 10,600 |  |  |
IPR&D consists of multiple projects relating to the development of various high-speed SerDes technologies. The projects are expected to be completed within the next three years. The acquired IPR&D will not be amortized until completion of the related products, which is determined by when the underlying project reaches technological feasibility and commences commercial production. Upon completion, the IPR&D projects will be amortized over their useful lives, which are expected to range between three years and five years. PLDA Group On June 16, 2021, the Company announced that it had entered into an agreement to acquire PLDA, a provider of high-speed interconnect solutions. On August 18, 2021 (the “PLDA Closing Date”), the Company completed its acquisition of PLDA by acquiring all of its outstanding shares. Under the terms of the Share Purchase Agreement, the total consideration of approximately $85.6 million is comprised of $67.1 million in closing cash consideration, 0.3 million shares of the Company’s common stock (valued based on the Company’s closing stock price at the PLDA Closing Date, which amounted to approximately $6.9 million) and up to an additional $21.0 million to be paid in shares of common stock, currently valued at $16.9 million (the “fair value of the earn-out liability”), subject to certain revenue targets of the acquired business for the next three years. The fair value of the earn-out liability will be remeasured each quarter, depending on the acquired business’s revenue performance relative to target over the applicable period. The Company has classified its liability for the contingent earn-out consideration related to the PLDA acquisition within Level 3 of the fair value hierarchy because the fair value is determined using significant unobservable inputs. A portion of the purchase price, $10.0 million of the consideration, was deposited into an escrow account to fund indemnification obligations and other contractual provisions, to be released 24 months after the PLDA Closing Date. The addition of the technology and expertise from PLDA augments the Company’s digital controller IP and CXL memory interconnect initiative. As part of the acquisition, the Company agreed to pay certain PLDA employees $3.0 million in cash over three years following the PLDA Closing Date (the “PLDA Retention Bonus”), to be paid in three equal installments on each of the dates that are 12 months, 24 months and 36 months following the PLDA Closing Date. The PLDA Retention Bonus payouts are subject to the condition of continued employment. Therefore, the PLDA Retention Bonus payouts will be treated as compensation and will be expensed ratably over the retention period. As of December 31, 2021, the Company had incurred approximately $1.4 million in external acquisition costs in connection with the transaction, which were expensed as incurred. The purchase price allocation and related accounting for this acquisition is preliminary. The preliminary fair value estimates for the assets acquired and liabilities assumed were based upon preliminary calculations and valuations and the Company’s estimates and assumptions for the acquisition are subject to change if the Company obtains additional information during the measurement period. The fair value of the intangible assets acquired was determined by management primarily by using the multi-period excess earnings method under the income approach. This method reflects the present value of the projected cash flows that are expected to be generated by the existing technologies less charges representing the contribution of other assets to those cash flows. The fair values of the remaining assets acquired and liabilities assumed approximated their carrying values at the PLDA Closing Date. The Company performed a valuation of the net assets acquired as of the PLDA Closing Date. The total consideration from the acquisition was preliminarily allocated as follows:
(In thousands) |  | Total
Cash and cash equivalents |  | $ | 5,820 |
Accounts receivable |  | 2,233 |
Inventories |  | 125 |
Prepaid expenses and other current assets |  | 836 |
Identified intangible assets |  | 21,400 |
IPR&D |  | 7,400 |
Goodwill |  | 57,543 |
Property, plant and equipment, net |  | 679 |
Operating lease right-of-use asset |  | 864 |
Other assets |  | 339 |
Accounts payable |  | (1,046) |
Accrued salaries and benefits |  | (814) |
Deferred revenue |  | (514) |
Income taxes payable |  | (118) |
Operating lease liability |  | (852) |
Deferred tax liability |  | (8,180) |
Other current liabilities |  | (74) |
Total |  | $ | 85,641 |
The goodwill arising from the acquisition is primarily attributed to synergies related to the combination of new and complementary technologies of the Company and the assembled workforce of the acquired business. This goodwill is not expected to be deductible for tax purposes. The identified intangible assets assumed in the acquisition of PLDA were recognized as follows based upon their estimated fair values as of the acquisition date:
| Total |  | Estimated Weighted-Average Useful Life
| (in thousands) |  | (in years)
Existing technology | $ | 20,400 |  |  | 3 to 5 years
Customer contracts and contractual relationships | 1,000 |  |  | 2 years
IPR&D | 7,400 |  |  | Not applicable
Total | $ | 28,800 |  |  |
IPR&D consists of multiple projects relating to the development of PLDA’s PCIe Gen 6 and CXL 3.0 technologies. The projects are expected to be completed within the next 12 months. The acquired IPR&D will not be amortized until completion of the related products which are determined by when the underlying project reaches technological feasibility and commences commercial production. Upon completion, the IPR&D projects will be amortized over their respective useful life, which are expected to range between three years and five years. Unaudited Pro Forma Combined Consolidated Financial Information The following pro forma financial information presents the combined results of operations for the Company and AnalogX and PLDA as if the acquisitions had occurred on January 1, 2020. The pro forma financial information has been prepared for comparative purposes only and does not purport to be indicative of the actual operating results that would have been recorded had the acquisitions actually taken place on January 1, 2020, and should not be taken as indicative of future consolidated operating results. Additionally, the pro forma financial results do not include any anticipated synergies or other expected benefits from the acquisitions (in thousands, except per share amounts):
|  |  | For the Years Ended December 31, |  |
|  |  |  |  | 2021 |  | 2020 |  |  |  |
Total revenue |  |  |  |  | $ | 338,961 |  |  | $ | 267,006 |  |  |  |  |
Net income (loss) |  |  |  |  | $ | 16,533 |  |  | $ | (33,871) |  |  |  |  |
The pro forma net income for 2021 was adjusted to exclude $2.2 million of acquisition-related costs incurred in 2021. Consequently, the pro forma net loss for 2020 was adjusted to include these costs. 2019 Acquisitions Northwest Logic, Inc. On July 26, 2019, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Northwest Logic, a leading supplier of memory, PCIe, and MIPI digital controllers. On August 23, 2019 (the “Closing Date”), the Company completed its acquisition of Northwest Logic by acquiring all issued and outstanding shares of Northwest Logic through the merger of a wholly-owned Rambus subsidiary with Northwest Logic. Under the terms of the Merger Agreement, the Company paid approximately $21.9 million in cash, including certain bonus payments and adjustments for working capital. Of the purchase price, $3.0 million of the consideration was deposited into an escrow account to fund indemnification obligations and other contractual provisions, to be released 24 months after the Closing Date. This acquisition allows the Company to further scale, bringing together high-speed design expertise with the physical and digital IP families from renowned market leaders to offer comprehensive memory and SerDes IP solutions for chip designers. The Company integrated Northwest Logic’s offerings and design team into its IP cores technology solutions. As part of the acquisition, the Company agreed to pay $9.0 million to certain Northwest Logic employees in cash over three years following August 23, 2019 (the “Retention Bonus”), to be paid in three installments of $3.0 million on each of the dates that are 12 months, 24 months and 36 months following the Closing Date. The Retention Bonus payouts are subject to the condition of continued employment, and therefore treated as compensation and expensed as incurred. As of December 31, 2019, the Company had incurred approximately $0.7 million in external acquisition costs in connection with the transaction, which were expensed as incurred. The fair value of the assets acquired was determined by management primarily by using the multi-period excess earnings method under the income approach. This method reflects the present value of the projected cash flows that are expected to be generated by the existing technologies less charges representing the contribution of other assets to those cash flows. The Company performed a valuation of the net assets acquired as of the Closing Date. The total consideration from the business combination was allocated as of the Closing Date, and reflects adjustments made through the measurement period to finalize the purchase price accounting, as follows:
(In thousands) |  | Total
Cash and cash equivalents |  | $ | 159 |
Accounts receivable |  | 1,679 |
Prepaid expenses and other current assets |  | 65 |
Identified intangible assets |  | 8,800 |
Goodwill |  | 13,477 |
Operating lease right-of-use asset |  | 178 |
Other asset |  | 9 |
Accounts payable |  | (9) |
Operating lease liability |  | (178) |
Other current liabilities |  | (108) |
Deferred tax liability, net |  | (2,133) |
Total |  | $ | 21,939 |
The goodwill arising from the acquisition is primarily attributed to synergies related to the combination of new and complementary technologies of the Company and the assembled workforce of Northwest Logic. This goodwill is not deductible for tax purposes. The identified intangible assets assumed in the acquisition of Northwest Logic were recognized as follows based upon their estimated fair values as of the acquisition date:
| Total |  | Estimated Weighted-Average Useful Life
| (in thousands) |  | (in years)
Existing technology | $ | 8,100 |  |  | 5
Customer contracts and contractual relationships | 400 |  |  | 2
Customer backlog | 300 |  |  | 0.5
Total | $ | 8,800 |  |  |
Secure Silicon IP and Protocols Business from Verimatrix On September 11, 2019, the Company announced it had signed an asset purchase agreement to acquire the Secure Silicon IP and Protocols business from Verimatrix, formerly Inside Secure, for $65.0 million in cash. On December 8, 2019 (the “Closing Date”), the Company completed its acquisition of the Secure Silicon IP and Protocols business. Under the terms of the Asset Purchase Agreement, as amended, the Company paid approximately $45.0 million in cash at the Closing Date, and may have been required to pay up to an additional $20.0 million, at that time valued at $1.8 million (the “fair value of the earn-out liability”), subject to certain revenue targets of the transferred business for the calendar year 2020. Since the specified targets were not met for calendar year 2020, the Company recorded a full reduction in the fair value of the earn-out liability, which resulted in a gain on the consolidated statements of operations. The addition of the embedded security teams, products and expertise from the Secure Silicon IP and Protocols business augments the Company’s portfolio of mission-critical embedded security products and expands its offerings for data center, AI, networking and automotive. The total adjusted purchase consideration for the acquisition of the Secure Silicon IP and Protocols business was $46.8 million, which consisted of the following:
(In thousands) |  | Total
Cash consideration transferred at the Closing Date |  | $ | 45,000 |
Fair value of earn-out liability |  | 1,800 |
Total adjusted purchase price |  | $ | 46,800 |
As part of the acquisition, the Company agreed to pay $1.0 million to certain employees in cash over two years effective January 1, 2020 (the “Retention Bonus”), to be paid in arrears in the fourth quarter of 2020 and 2021, respectively. The Retention Bonus payouts are subject to the condition of continued employment, and therefore treated as compensation and expensed as incurred. As of December 31, 2019, the Company had incurred approximately $3.1 million in external acquisition costs in connection with the transaction, which were expensed as incurred. The fair value of the assets acquired was determined by management primarily by using the multi-period excess earnings method under the income approach. This method reflects the present value of the projected cash flows that are expected to be generated by the existing technologies less charges representing the contribution of other assets to those cash flows. The Company performed a valuation of the net assets acquired as of the Closing Date. The Company performed a valuation of the net assets acquired as of the Closing Date. The total consideration from the acquisition was allocated as follows:
(In thousands) |  | Total
Prepaid expenses and other current assets |  | $ | 267 |
Unbilled receivables |  | 6,765 |
Operating lease right-of-use assets |  | 852 |
Identified intangible assets |  | 23,500 |
Goodwill |  | 16,845 |
Deferred revenue |  | (310) |
Operating lease liabilities |  | (852) |
Other current liabilities |  | (267) |
Total |  | $ | 46,800 |
The goodwill arising from the acquisition is primarily attributed to synergies related to the combination of new and complementary technologies of the Company and the assembled workforce of the Secure Silicon IP and Protocols business. Approximately $15.0 million of the goodwill is deductible for tax purposes. The identified intangible assets assumed in the acquisition of the Secure Silicon IP and Protocols business were recognized as follows based upon their estimated fair values as of the acquisition date:
| Total |  | Estimated Weighted-Average Useful Life
| (in thousands) |  | (in years)
Existing technology | $ | 21,600 |  |  | 3 to 5 years
Customer contracts and contractual relationships | 900 |  |  | 5 years
IPR&D | 1,000 |  |  | Not applicable
Total | $ | 23,500 |  |  |
IPR&D consisted of one project, primarily relating to the development of Media Access Control Security frame engines, which was part of the Silicon IP solutions. During the year ended December 31, 2020, the project was completed and the asset is being amortized over its useful life of five years. During the year ended December 31, 2020, the amortization for the completed project was not material. Additionally, the revenue recognized from the Northwest Logic and Secure Silicon IP and Protocols business acquisitions was not material to the Company’s consolidated financial statements during the year ended December 31, 2019, either individually or in the aggregate. Furthermore, the Company does not track operating results from these businesses separately.

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