Commitments and Contingencies

3 Months Ended

Mar. 31, 2020

Commitments and Contingencies Disclosure [Abstract]

As of March 31, 2020, the Company’s material contractual obligations were as follows (in thousands):



	Total		Remainder of 2020		2021		2022		2023		2024
Contractual obligations (1) (2)
Other contractual obligations	$	436	$	218	$	218	$	—	$	—	$	—
Software licenses (3)	29,105		11,100		11,977		6,028		—		—
Acquisition retention bonuses (4)	9,998		3,499		3,499		3,000		—		—
Convertible notes	172,500		—		—		—		172,500		—
Interest payments related to convertible notes	7,122		1,186		2,372		2,372		1,192		—
Total	$	219,161	$	16,003	$	18,066	$	11,400	$	173,692	$	—

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(1)

The above table does not reflect possible payments in connection with uncertain tax benefits of approximately $26.1 million including $23.1 million recorded as a reduction of long-term deferred tax assets and $3.0 million in long-term income taxes payable as of March 31, 2020. As noted below in Note 14, “Income Taxes,” although it is possible that some of the unrecognized tax benefits could be settled within the next 12 months, the Company cannot reasonably estimate the outcome at this time.


(2)	For the Company’s lease commitments as of March 31, 2020, refer to Note 9, “Leases.”


(3)	The Company has commitments with various software vendors for agreements generally having terms longer than one year.


(4)	In connection with the acquisition of Northwest Logic in the third quarter of 2019 and the Secure Silicon IP and Protocols business in the fourth quarter of 2019, the Company is obligated to pay retention bonuses to certain employees subject to certain eligibility and acceleration provisions including the condition of employment.

Indemnification

From time to time, the Company indemnifies certain customers as a necessary means of doing business. Indemnification covers customers for losses suffered or incurred by them as a result of any patent, copyright, or other intellectual property infringement or any other claim by any third party arising as result of the applicable agreement with the Company. The Company generally attempts to limit the maximum amount of indemnification or liability that the Company could be exposed to under these agreements, however, this is not always possible. The fair value of the liability as of March 31, 2020 and December 31, 2019 was not material.