UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 10-K

 

(Mark One)

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Fiscal Year Ended June 24, 201725, 2022

orOr

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number 000-49602

 

SYNAPTICS INCORPORATED

(Exact name of registrant as specified in its charter)

 

 

Delaware

 

77-0118518

(State or other jurisdiction of
incorporation or organization)

 

(I.R.S. Employer
Identification No.)

 

12511109 McKay Drive

San Jose, California

 

 

95131

(Address of principal executive offices)

 

(Zip Code)

 

(408) (408) 904-1100

Registrant's telephone number, including area code

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

 

Trading Symbol

 

Name of each exchange on which registered

Common Stock, par value $.001 per share

 

SYNA

The NASDAQNasdaq Global Select Market

Securities registered pursuant to Section 12(g) of the Act: None

 

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes No

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes No

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes No

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.  

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

 

Accelerated filer

Non-accelerated filer

(Do not check if a smaller reporting company)

Smaller reporting company

 

 

 

Emerging growth company

If an emerging growth company, indicate by checkmark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes No

The aggregate market value of Common Stock held by nonaffiliates of the registrant (31,349,525(25,832,800 shares), based on the closing price of the registrant’s Common Stock as reported on the NASDAQNasdaq Global Select Market on December 23, 20162021 of $54.09,$278.28, was $1,695,807.$7,188,751,584. For purposes of this computation, all officers, directors, and 10% beneficial owners of the registrant are deemed to be affiliates. Such determination should not be deemed to be an admission that such officers, directors, or 10% beneficial owners are, in fact, affiliates of the registrant.

As of August 11, 2017,12, 2022, there were outstanding 33,703,27239,634,112 shares of the registrant's Common Stock, par value $.001 per share.common stock outstanding.

Documents Incorporated by Reference

Portions of the registrant's definitive Proxy Statement for the 20172022 Annual Meeting of Stockholders are incorporated by reference into Part III of this Form 10-K.10-K.

 


SYNAPTICS INCORPORATED

ANNUAL REPORT ON FORM 10-K

FISCAL 20172022

TABLE OF CONTENTS

 

 

PART I

 

 

 

 

ITEM 1.

BUSINESS

1

ITEM 1A.

RISK FACTORS

1716

ITEM 1B.

UNRESOLVED STAFF COMMENTS

3028

ITEM 2.

PROPERTIES

3028

ITEM 3.

LEGAL PROCEEDINGS

3029

ITEM 4.

MINE SAFETY DISCLOSURES

3029

 

 

 

 

PART II

 

 

 

 

ITEM 5.

MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

3129

ITEM 6.

SELECTED FINANCIAL DATARESERVED

3330

ITEM 7.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

3431

ITEM 7A.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

4944

ITEM 8.

FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

5044

ITEM 9.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

5044

ITEM 9A.

CONTROLS AND PROCEDURES

5044

ITEM 9B.

OTHER INFORMATION

5145

 

 

 

 

PART III

 

 

 

 

ITEM 10.

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

5246

ITEM 11.

EXECUTIVE COMPENSATION

5246

ITEM 12.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

5246

ITEM 13.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

5246

ITEM 14.

PRINCIPAL ACCOUNTANT FEES AND SERVICES

5246

 

 

 

 

PART IV

 

 

 

 

ITEM 15.

EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

5347

ITEM 16.

FORM 10-K SUMMARY

5550

 

 

 

SIGNATURES

5651

 

 

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

F-1

Statement Regarding Forward-Looking Statements

This Reportreport on Form 10-K for the year ended June 24, 201725, 2022 contains forward-looking statements that are subject to the safe harbors created under the Securities Act of 1933, as amended (the “Securities Act”), and the Securities Act of 1934, as amended (the “Exchange Act”). Forward-looking statements give our current expectations and projections relating to our financial condition, results of operations, plans, objectives, future performance and business, including our expectations regarding the potential impacts on our business of the COVID-19 pandemic, and can be identified by the fact that they do not relate strictly to historical or current facts. Such forward-looking statements may include words such as ”expect,“expect,” “anticipate,” “intend,” “believe,” “estimate,” “plan,” “target,” “strategy,” “continue,” “may,” “will,” “should,” variations of such words, or other words and terms of similar meaning. All forward-looking statements reflect our best judgment and are based on several factors relating to our operations and business environment, all of which are difficult to predict and many of which are beyond our control. Such factors include, but are not limited to, the risks as identified in the “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Business” sections in this Reportreport on Form 10-K, and other risks as identified from time to time in our Securities and Exchange Commission reports. Forward-looking statements are based on information available to us on the date hereof, and we do not have, and expressly disclaim, any obligation to publicly release any updates or any changes in our expectations, or any change in events, conditions, or circumstances on which any forward-looking statement is based. Our actual results and the timing of certain events could differ materially from the forward-looking statements. These forward-looking statements do not reflect the potential impact of any mergers, acquisitions, or other business combinations that had not been completed as of the date of this filing.

Statements made in this report, unless the context otherwise requires, include the use of the terms “us,” “we,” “our,” the “Company”“company” and “Synaptics” to refer to Synaptics Incorporated and its consolidated subsidiaries.

 

 


PART I

ITEM 1.

BUSINESS

Overview

PART I

ITEM 1. BUSINESS

Overview

We are a leading worldwide developer and fabless supplier of custom-designed human interface semiconductor product solutions that enable people to interact more easily and intuitively with a wide variety of mobile computing, communications, entertainment, and other electronic devices.  We currently generate revenue from the markets for smartphones, tablets, personal computer, or PC, products, primarily notebook computers, and other select electronic devices, including devices in automobiles, with our customized human interface solutions.  Every solution we deliver either contains or consists of our touch-, display driver- or fingerprint authentication-basedpremium mixed signal semiconductor solutions which includes our chip, customer-specific firmware,changing the way humans engage with connected devices and software.

We are a market leaderdata, engineering exceptional experiences throughout the home, at work, in providing human interface product solutions to our target markets.the car and on the go. Our original equipment manufacturer, or OEM, customers include mostmany of the world’s largest OEMs for smart home devices, automotive solutions, notebook computers and peripherals, smartphones and tier onetablets, and many large OEMs for audio and video products. Our current served markets include Internet of Things, or IoT, personal computer, or PC, OEMs.and Mobile. We generally supplydeliver complete chip, firmware and software semiconductor solutions that allow our human interface product solutionscustomers to our OEM customers throughseamlessly integrate advanced functions into their contract manufacturers, which take delivery of our products and pay us directly for suchend products.

Our website is located at www.synaptics.com. Through our website, we make available, free of charge, all our Securities and Exchange Commission, or SEC, filings, including our annual reports on Form 10-K, our proxy statements, our quarterly reports on Form 10-Q, and our current reports on Form 8-K, as well as Form 3, Form 4, and Form 5 Reports for our directors, officers, and principal stockholders, together with amendments to those reports filed or furnished pursuant to Sections 13(a), 15(d), or 16 under the Securities Exchange Act of 1934, as amended, or the Exchange Act. These reports are available on our website promptly after their electronic filing with the SEC. You can also read these SEC filings and reports over the Internet at the SEC’s website at www.sec.gov. Our website also includes corporate governance information, including our Code of Conduct, our Code of Ethics for the CEOChief Executive Officer and Senior Financial Officers, and our Board Committee Charters. The contents of our website are not incorporated into or deemed to be a part of this report.

We were initially incorporated in California in 1986 and were re-incorporated in Delaware in 2002. Our fiscal year is the 52- or 53-week period ending on the last Saturday in June. The fiscal years presented in this report were the 52-week periods ended June 24, 2017,25, 2022, June 25, 201626, 2021, and June 27, 2015.  For ease2020.

IoT Applications Market

Our IoT, market solutions broadly consist of presentation, this report labelswireless connectivity (Wi-Fi, Bluetooth and global positioning system, or GPS) products, System-on-Chip, or SoC, products, display and touch integrated circuits for use in automobiles, and a wide range of audio and video products and solutions. Our SoC products are used in human experience solutions for enabling smart devices at the reporting periods as ending on calendar month- or year-end dates asedge of a network. We enable products that power smart assistant speakers, over-the-top multimedia devices, wireless speakers, voice driven intelligent devices including those integrating far-field technology, personal voice and audio products, set top boxes, video interface solutions for all periods presented, unless otherwise indicated.

Mobile Product Applications Markets

We believedocking stations, high-speed connectivity for virtual reality devices, video surveillance, voice over IP SoCs, image processing solutions for use in printers, and fax modems. In addition, our intellectual property portfolio, engineering know-how, systems engineering experience, technological expertise, andautomotive solutions include over a decade of mass production experience in providing human interface productmature touch solutions to major OEMs of electronic devices position us to be a key technological enabler for multipleand display drivers adapted from our mobile consumer electronic devices targetedbusiness to meet the growing mobile product applications markets, which include all discrete touch controller products, display driver (DDIC) products, touch and display driver integration (TDDI) products, and fingerprint authentication-based products.  Based on these strengths, we are pursuing opportunities created by the growth of mobile computing communications, mobile product applications and entertainment devices.  Mobile product applications include smartphones, tablets, large touchscreen applications, as well as a variety of mobile, handheld, wireless, and entertainment devices.  Our array of human interface product solutions for mobile product applications are designed to enrich the interface on smartphones, tablets, and peripherals, allowing the user to access their devices or applications through fingerprint recognition, to view the screen on their devices, and to more easily use or navigate complex menu systems on their devices.  We believe our existing technologies, our range of product solutions, and our emphasis on ease of use, small size, low power consumption, advanced functionality, secure access, durability, reliability, and simplified security enable us to serve multiple aspects of the markets for mobile product applications and other electronic devices.

Our human interface product solutions for mobile applications constitute a substantial percentage of our net revenue.automotive-grade quality standards. Net revenue for our human interfaceIoT product solutions in mobile product applications accounted for approximately 87%63%, 88%46%, and 85%25% of our net revenue for fiscal 2017, 2016,2022, 2021, and 2015,2020, respectively.  Our ongoing success in serving these markets will depend upon

Within the continued growth of the smartphone portion of the overall mobile phone market; our continued growth in the tablet and large touchscreen applications markets; our ability to demonstrate to mobile product applications OEMs the advantages of our human interface product solutions in terms of performance, usability, size, simplified security, durability, power consumption, integration, and industrial design possibilities; and the success of products utilizing our human interface product solutions.  In addition, our success will depend on our ability to demonstrate to mobile product applications OEMs the advantages of our DDIC products, our TDDI products, our flexible touchscreen and fingerprint sensor

1


fulfillment model and systems engineering expertise, including our ability to successfully deliver DDIC products into the OLED smartphone market.  This is critical as our LCD DDIC product revenue is expected tofast-growing consumer IoT market, we continue to decline.

Industry projections for the smartphone market for the 2017 to 2018 calendar year period show a growth rate of approximately 4.5%, reflecting the trend towards greater functionalityexpand our footprint in smartphone products to meetvarious devices by bringing converged video, vision, audio, and address the expanded needsvoice technologies coupled with artificial intelligence and expectations of the consumer-oriented market.  These products require a simple, durable, and intuitive human interface product solution to access their device or application, including to authenticate the user through fingerprint recognition, and to enable the user to view and navigate efficiently through menus and scroll through information containedwireless connectivity capabilities. Our deep investment in the host device.  We believe we are well positioned to take advantage of this growing market based onfar-field voice technology, our technology, engineering know-how, systems engineering experience, and the acceptance of our human interface product solutions by OEMs in this market.

The tablet and large touchscreen markets also represent an opportunity for our touchscreen and fingerprint sensor intellectual property portfolio engineering know-how,for video, vision, audio and technological expertise. Touchscreen, display driver,security, and fingerprint sensorour significant experience enabling Android-based platforms for service providers, coupled with our focus on enabling high performance, low power, and highly secure SoC solutions required forenable us to effectively serve our existing customers and position us to grow within the tabletaddressable market range from basic e-book vendor solutions to multi-function solutions designed for more complex operating systems.  Tablet-based capacitive touch interface devices are now offered by several leading PC and mobile phone OEMs and utilize various operating systems, including Android and Windows 10.  of consumer IoT devices.

PC Product Applications Market

We provide custom human interfaceand semi-custom product solutions for navigation, cursor control, and for access to devices or applications through fingerprint recognitionauthentication, for many of the world’s premier PC OEMs. These functions are offered as both stand-alone and integrated touch padpads plus fingerprint recognitionbiometric solutions. In addition to notebook applications, other PC product applications for our technology include peripherals, such as high-end keyboards mice, and desktop product applications.accessory touchpads. Net revenue for our human interface product solutions for PC product applications accounted for approximately 13%20%, 12%26%, and 15%24% of our net revenue for fiscal 2017, 2016,2022, 2021, and 2015,2020, respectively.

While the latest industry projections for notebook units show a declining rate of less than 1% from the 2017 to 2018 calendar year period, we1


We continue to expand our available product offerings through technology development and acquisitions enabling us to increase our product content within each notebook unit. We are also applying our technologies to enable adoption of fingerprint recognition solutions in all-in-one and desktop products to broaden our market opportunities. Based on the strength of our technology and engineering know-how, we believe we are well positioned to continue to take advantage of opportunities in the PC product applications market.

InternetMobile Product Applications Markets

We believe our intellectual property portfolio, engineering know-how, systems engineering experience, technological expertise, and experience in providing human experience product solutions to major OEMs position us to be a key technological enabler for multiple consumer electronic devices targeted to meet the mobile product applications markets. Mobile product applications include smartphones, tablets, large touchscreen applications, as well as a variety of Things (IoT) Applications Marketmobile, handheld, and entertainment devices. Net revenue for our mobile product applications accounted for approximately 17%, 28%, and 51% of our net revenue for fiscal 2022, 2021, and 2020, respectively.

On July 25, 2017, we completedWe believe our acquisitionexisting technologies, our range of Conexant Systems, LLC, or Conexant, a technology leader in voiceproduct solutions, and audio processing solutionsour emphasis on ease of use, advanced functionality, small size, low power consumption, durability, and reliability enable us to serve multiple aspects of the markets for the smart home. We now offer an advanced family of hardware and software audio solutions that are used in demanding far field voice, headset, and PCmobile product applications and other electronic devices.

Acquisitions

DSP Group, Inc.

On August 30, 2021, we entered into an agreement and plan of merger with DSP Group, Inc, or DSPG, to acquire all of the equity of DSPG for $22.00 per share of common stock. The transaction closed on December 2, 2021, for an aggregate purchase consideration of $543.3 million.

In December 2021, we entered into a robust familylender joinder agreement and an amendment to our credit agreement, to among other things, establish a new $600.0 million incremental term loan facility, or the Term Loan Facility. We financed the transaction through a combination of hardware imaging solutionscash on hand and software thatthe Term Loan Facility.

The results of DSPG are used in fax modems and mobile printing applications.  We will begin to report financial results for the IoT applications marketincluded in our consolidated financial statements for the first quarterperiod from December 3, 2021 through June 25, 2022. For further discussion of the DSPG acquisition, see Note 4 Acquisitions, Divestiture and Investment included in the consolidated financial statements contained elsewhere in this report.

DisplayLink

On July 17, 2020, we entered into a definitive agreement to acquire all of the equity interests in DisplayLink Corporation, or DisplayLink, a leader in high-performance video compression technology. The acquisition closed on July 31, 2020 for an aggregate purchase consideration of $444.0 million. For further discussion of the DisplayLink acquisition, see Note 4 Acquisitions, Divestiture and Investment included in the consolidated financial statements contained elsewhere in this report.

Broadcom

On July 2, 2020, we entered into definitive agreements with Broadcom to acquire certain assets and assume certain liabilities of, and obtain non-exclusive licenses relating to, Broadcom’s existing Wi-Fi, Bluetooth and GPS/global navigation satellite system, or GNSS, products and business in the IoT market, or the Broadcom Business Acquisition, for an aggregate purchase consideration of $250.0 million in cash that closed on July 23, 2020. We also entered into certain transition agreements with Broadcom for a period of three years. For further discussion of the Broadcom Business Acquisition, see Note 4 Acquisitions, Divestiture and Investment included in the consolidated financial statements contained elsewhere in this report.

Divestitures

In December 2020, we completed the sale of limited audio technology intangible assets, received a fully-paid up perpetual license back from the buyer and, as an element of the transaction, licensed other audio technology intangible assets to the buyer under a fully-paid up perpetual license arrangement. Under the asset purchase agreement and the intellectual property license agreement, we received $35.0 million in cash. The gain on the sale of the audio technology assets was $34.2 million.

2


In December 2019, we entered into an asset purchase agreement with a third-party to sell the assets of our fiscal 2018.liquid-crystal display, or LCD, Touch Controller and Display Driver Integration, or TDDI, product line for LCD mobile displays. We retained our automotive TDDI product line and our discrete touch and discrete display driver product lines supporting LCD and organic light-emitting diode, or OLED, for the mobile market. The assets sold under the asset purchase agreement for cash consideration of $138.7 million and had a carrying value of approximately $33.6 million as of the closing date of the transaction in April 2020. The gain on sale of this portion of a product line was $105.1 million.

Investment

In December 2020, we invested $5.0 million in Eta Compute in exchange for preferred stock. This investment provides us with a partnership that enables us to better address expanded industry opportunities for artificial intelligence applications. The investment is accounted for under the cost method.

Our Strategy

Our objective is to continue to enhance our position as a leading supplier of human interfacepremium semiconductor product solutions for each of the target markets in which we operate, including the IoT applications market, the PC product applications market, and the mobile product applications markets, including smartphones, tablets and large touchscreens, and for the PC product applications market.with a key focus on expanding our market share. Key aspects of our strategy to achieve this objective include those set forth below.

Extend Our Technological Leadership

We plan to utilize our extensive intellectual property portfolio, engineering know-how, and technological expertise to extend the functionality of our current product solutions and offer new and innovative product solutions to customers across multiple markets. We intend to continue utilizing our technological expertise to reduce the overall size, weight, cost, and power consumption of our human interface product solutions while increasing their applications, capabilities, and performance. We plan to continue enhancing the ease of use and functionality of our solutions. We also plan to expandinvest in our research and development efforts through increased investment in our engineering activities, including ongoing enhancementadvancement of our TDDI technology and development of OLED technology,existing technologies, the hiring of key engineering personnel, and strategic acquisitions and alliances. We believe that these efforts will enable us to meet customer expectations and achieve our goal of

2


supplying, on a timely and cost-effective basis, the most advanced, easy-to-use,easy to use, functional human interfaceexperience semiconductor product solutions to our target markets.

Enhance Our PositionFocus on and Grow in the Smartphone, Tablet, and PC Product Application MarketsIoT Market

We intend to continue introducing market-leading human interface product solutions in terms of performance, power consumption, functionality, size, and ease of use for the smartphone, tablet, and PC product applications markets.  We plan to continue enhancing our customers’ industrial design alternatives and device functionality through innovative product development, in order to enhance and grow our position within our target markets. As the high-end market for smartphones shifts to OLED solutions, we intend to deliver DDIC products to support that market.

Capitalize on Growth of New and Evolving Markets

We intend to capitalize on the growth of new and evolving markets, such as the IoT market including solutions for smart home Augmented Reality (AR)/Virtual Reality (VR),and home automation, video delivery over wired and wireless, voice enabled assistants, wearables, tablet market, ultrabookvirtual reality, video interface docking, and convertible portions of the PC market, and automotive market, brought about by the convergence of computing, communications, and entertainment devices.wearables. We planintend to build upon our existing innovative and intuitive human interfaceand intelligent semiconductor product solutions portfolio and continue to address the evolving portability, connectivity, security, and functionality requirements of these new markets. We plan towill offer theseour solutions to existing and potential OEM customers to enable increased functionality, reduced size, lower cost, simplified security, enhanced industrial design features, and to enhance the user experience of our OEMs’ products. We plan to utilize our existing technologies as well as aggressively pursue new technologies as new markets evolve that demand new solutions.

Emphasize and Expand Customer Relationships

We plan to emphasize and expand our strong and long-standing customer relationships and seek to build and establish successful relationships with new customers.  In each market we serve, we plan to provide the most advanced human interface product solutions for our customers' products.  We believe that our human interface product solutions enable our customers to deliver simplified security and a positive user experience and to differentiate their products from those of their competitors.  We continually strive to enhance the competitive position of our customers by providing them with innovative, distinctive, and high-quality human interface product solutions on a timely and cost-effective basis.  To do so, we work continually to improve our productivity, reduce costs, and increase the speed of delivery of our human interface product solutions.  We endeavor to streamline the entire design and delivery process through our ongoing design, engineering, and production improvement efforts.  We also focus on providing timely support to our customers after their purchase of our solutions.

We plan to increase our business with existing customers and attract new customers by offering fingerprint sensor solutions, display driver solutions, and both custom designed touch solutions, as well as design tools, a family of capacitive sensing ASICs, technical support and documentation to assist in the development of human interface designs in products such as smartphones, tablets, notebooks, PC peripherals, and other digital entertainment devices.  We offer our customers a choice of determining the most optimal way to meet their emerging and growing touch solution needs:  our chip solutions or our traditional custom module solutions, which enable customers to utilize our proprietary solutions together with third-party components and assembly.  Our chip solution consists of our proprietary integrated circuit, customer-specific firmware, and software.  Touchscreen applications for mobile phones, tablets, and notebooks are primarily a chip solution.  Display driver products for mobile phones and tablets are a chip solution.  Automotive products are a chip solution.  Fingerprint sensor products are a module solution.

Pursue Strategic Relationships and Acquisitions

We intend to develop and expand our strategic relationships to enhance our ability to offer value-added human interfacesemiconductor product solutions to our customers, penetrate new markets, and strengthen the technological leadership of our product solutions. We also intend to evaluate the potential acquisitionacquisitions of companies and assets in order to expand our technological expertise and to establish or strengthen our presence in selected target markets.  On June 11, 2017, we signed definitive agreements to acquire Conexant, a technology leader in voice and audio processing solutions for the smart home (the “Conexant Acquisition”), and the multimedia solutions business of Marvell Technology Group, or Marvell, a leading provider of advanced processing technology for video and audio applications for the smart home (the “Marvell Business Acquisition”), to extend our reach into the IoT market.  On July 25, 2017, we closed the acquisition of Conexant and anticipate we will close the acquisition of the Marvell Business Acquisition in the first quarter of fiscal 2018.

3


Continue VirtualFabless Semiconductor Manufacturing

We plan to expandselectively partner with foundries and diversifybackend processors to solidify our production capacity through third-party relationships, thereby strengthening our virtual manufacturing platform.longstanding key supply chain relationships. This strategy results in a scalable business model, enables us to concentrate on our core competencies of research and development and product design and engineering, and reduces our capital expenditures and working capital requirements. Our virtualfabless semiconductor manufacturing strategy allows us to maintain a variable cost model, in which we do not incur most of our manufacturing costs until our product solutions have been shipped and billedinvoiced to our customers.

Competitive Advantages3


We develop and advance human interface technologies that provide simplified security and enrich the user’s experience in interacting with the user’s mobile computing, communications, and entertainment devices.  We engage with our customers in the design of their custom products and offer product solutions ranging from chips, which may include customer-specific firmware, to full module solutions. Our innovative and intuitive human interface product solutions can be engineered to accommodate many diverse platforms, and our expertise in human factors and usability can be utilized to improve the features and functionality of our solutions.  Our extensive array of technologies includes chips, firmware, software, mechanical and electrical designs, fingerprint authentication, pattern recognition, touch- and multi-finger touch-sensing technologies, and display driver technologies.Products

Our human interface products are custom engineered, total solutions for our customers, and include sensor design, module layout, chips, firmware, and software features for which we provide manufacturing and design support, and device testing. This allows us to be a one-stop supplier for complete human interface design from the concept prototyping, to product development, to manufacturing, to testing and support.  Through our engineering know-how and technological expertise, we provide our customers with solutions that address their individual design requirements and result in high-performance, feature-rich, and reliable interface solutions.  We believe our interface solutions offer the following characteristics:

Ease of Use.  Our interface solutions offer the ease of use and intuitive interaction that users demand.

Small Size.  The small, thin size of our interface solutions enables our customers to reduce the overall size and weight of their products in order to satisfy consumer demand for portability.

Low Power Consumption.  The low power consumption of our interface solutions enables our customers to offer products with longer battery life and/or smaller battery capacity.

Advanced Functionality.  Our interface solutions offer advanced features, such as force sensing, virtual scrolling, customizable tap zones, edge motion, and tapping and dragging icons, to enhance the user experience.

Reliability.  The reliability of our interface solutions satisfies consumer requirements for dependability, which is a major component of consumer satisfaction.

Durability.  Our interface solutions withstand repeated use, harsh physical treatment, and temperature fluctuations while providing an enduring superior level of performance.

Simplified Security.  Our fingerprint authentication solutions protect the user’s identity, while simplifying the user experience for electronic devices.

We believe these characteristics will enable us to continue to enhance our position as a technological enabler within our target markets.

Our emphasis on technological leadership and design capabilities positions us to provide unique human interface product solutions that address specific customer requirements, as well as satisfy our customers’ specifications, including features and functionality, industrial design, security, mechanical, and electrical requirements.  Our products also offer unique integration options, including the ability to place our capacitive sensors underneath the plastic or glass of the device, allowing for streamlined and stylized designs, and LED integration to indicate status or enhance industrial design.

Our long-term working relationships with large, global OEMs provide us with the experience to satisfy their demanding design specifications and other requirements.  Our custom product solutions provide OEMs with numerous benefits, including the following:

ease of system integration;

reduced product development costs;

4


shorter product time to market;

compact and efficient platforms;

improved product functionality and utility;

product differentiation; and

continuity of supply.

Our collaborative efforts with our customers reduce the duplication and overlap of investment and resources, enabling our OEM partners to devote more time and resources to the market development of their differentiated products.

We utilize capacitive technology, rather than resistive or mechanical technology, in our touch and fingerprint sensor solutions.  Unlike resistive and mechanical technology, our solid-state capacitive technology has no moving parts and does not require activation force, thereby providing a durable, more reliable solution that can be integrated into both curved and flat surfaces.  Capacitive technologies also allow for much thinner sensors than resistive or mechanical technology, providing for slimmer, more compact and unique industrial designs.

Products

Our family of product solutions allows our customers to solve their interface needs and differentiate their products from those of their competitors.

ClearPad®

Voice Over IP

Our ClearPad familyDigital Voice Family, or DVF, of SoC products enables the user to interact directly with the display on electronicis a comprehensive solution for developing affordable, scalable and green Voice over IP, or VoIP, home and office products. DVF facilitates rapid introduction of embedded features into residential devices such as smartphonescordless IP and tablets.  instant messaging phones. DVF enables development of low-power enterprise IP, analog terminal adapters, or ATAs, and home VoIP phones that offer superb acoustic echo cancellation, high-quality HD voice, multi-line capabilities, and an enhanced user interface. Built on an open platform with multi-ARM processors running on Linux OS, DVF includes IPfonePro™, an extensive software development kit for IP phones and ATAs.

DECT Cordless

Our ClearPad has distinct advantages, including low-profile form factor; high reliability, durability, and accuracy; and low power consumption.  We typically sell our ClearPad solution as a chipDigital Enhanced Cordless Telecommunications, or chip assembly, together with customer-specific firmware, to sensor manufacturers to use in the production of both discrete andDECT, SoC solutions provide integrated touchscreen products.  A discrete touchscreen product typically consists of a transparent, thin capacitive sensor that can be placed over any display, such as a Liquid Crystal Display, or LCD, or an Organic Light Emitting Diode, or OLED, and combined with a flexible circuit material and a touch controller chip.  A display integrated touchscreen product typically consists of a capacitive touch sensor embedded into the LCD panel, combined with a flexible circuit material and a touch controller chip.  Each ClearPad solution is custom designed to integrate customer-specific input preferences such as force sensing, pen input, gloved finger recognition, proximity, finger hover, and air swipe functionality.

Our ClearPad Series 3 product family can provide full-time tracking of ten or more fingers simultaneously, and features stylus support as well as support for various sensor configurations, including traditional discrete sensors; sensor-on-lens, which includes sensor electrodes patterned on the bottom of the glass cover lens; on-cell, which includes sensor electrodes patterned on the display glass; and in-cell, which includes sensor electrodes patterned inside the LCD glass.

Our ClearPad Series 7 product family is designed to meet the requirements of the large touchscreen market for products more closely related to notebooks, slates, tablets, and similar devices.  Our ClearPad Series 7 products include low-cost, single-chip touchscreendigital solutions and multi-chip touchscreen solutions designed for devices that have more demanding user input requirements, such as gaming applications.

ClearViewTM

Our ClearView family of DDICs offers advanced image processinginclude all relevant digital baseband, analog interface and low power technology for entry-level smartphones through high-resolution tablets. ClearView products include adaptive image processing that works in concertRF functionality. Enhanced with proprietary customization options toour hardware and software technologies, these chipsets are highly versatile and enable the development of efficient and cost-effectivean array of cordless telephony solutions andthat allow for faster time to market.  market than alternative custom silicon and software offerings. This portfolio supports cordless phones, cordless headsets, remote controls, home DECT-enabled gateways, fixed-mobile convergence solutions and home automation devices.

Ultra-Low Power Edge AI

Our DDICs offer automatic regional controlultra-low power edge AI platform includes a highly integrated edge AI SOC designed for battery powered wireless devices equipped with audio or camera capabilities for consumer and industrial IoT applications. These solutions are designed for a wide range of color balancepower constrained IoT applications used in office buildings, retail, factories, warehouses, robotics, and smart homes and cities.

Wireless Connectivity

Our wireless connectivity solutions include state-of-the-art Wi-Fi, Bluetooth, GPS, GNSS, and ULE to address broad IoT market applications including home automation, multimedia streamers, security sensors, surveillance cameras, wireless speakers, games, drones, printers, wearable and fitness devices, in addition to numerous other applications which require a wireless connection.

AudioSmart®

AudioSmart products bring forward optimum analog, mixed-signal and digital signal processor, or DSP, technologies for high-fidelity voice and audio processing. Our AudioSmart products include far-field voice technologies that optimizes lightenable accurate voice command recognition from a distance while disregarding other sounds, such as music, in order to activate smart devices such as smart speakers. AudioSmart also includes personal voice and dark areasaudio solutions for high-performance headsets that enable active noise cancellation.

ConnectSmart

Our ConnectSmart video interface IC portfolio offers a full range of an image simultaneously,high-speed video/audio/data connectivity solutions that are designed for linking CPUs/GPUs and sunlight readability enhancement capabilities that optimize image quality under various lighting conditions.endpoints for applications including PC docking stations, travel docks, dongles, protocol converters and virtual reality head mounted displays.

TouchViewTMDisplayLink®

Our TouchViewDisplayLink products integrate touch and display technologiesutilize highly efficient video encode/decode algorithms to deliver advanced performancea semiconductor-based solution which transmits compressed video frames across low bandwidth connections. These solutions are used in PC docking applications, conference room video display systems, and simplified design.  Our proprietary algorithms synchronize touch sensing with display driving, effectively eliminating display-inducedvideo casting applications.

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noise

VideoSmart™

Our VideoSmart series SoCs include CPUs running at up to 40K Dhrystone Million Instructions per Second, gaming-grade Graphics Processing Unit, or GPUs, voice, and improving capacitive sensing performance.  TouchView display integration allows for thinner touchscreens with narrower bezels for greater industrial design flexibility.  TouchView is available in two-chipneural network processing units, or NPU. These powerful solutions combine a central processing unit, or CPU, NPU, and single-chip (TDDI) configurations, providingGPU, into a single software-enriched SoC. They enable smart multimedia devices including set-top boxes, or STB, over-the-top, or OTT, streaming devices, soundbars, surveillance cameras and smart displays.

ImagingSmart

Our ImagingSmart solutions include a product portfolio that spans four distinct product areas including document and photo imaging controllers, digital video, fax, and modem solutions. ImagingSmart products leverage image processing IP, JPEG encoders and DSP technology to deliver a wide range of fax, modem, digital video and printer solutions suitable for hybridhome, mobile and full in-cell touchscreen designs.  Both configurations reduce manufacturing complexity and simplify the supply chain for OEM device manufacturers.imaging applications.

Natural IDTM®

Our Natural ID family of capacitive-based fingerprint ID products is designed for use in smartphones, tablets, notebook PCs, PC peripherals, automobiles, and other applications. Thin form factors provide industrial design flexibility, while robust matching algorithms and anti-spoofing technology provide strong security. TheOur Natural ID family of products spans a range of form factors, colors, and materials suitable for design on the front, back or side of a device.

Natural ID products are designed to be compatible with Fast IDentity Online, (FIDO)or FIDO, protocols, enhancing security and interoperability with a broad range of solutions. FIDO was formed to enhance online authentication by developing open, scalable technical standards to help facilitate the adoption of robust, easy to use authentication that reduces the reliance on passwords. Natural ID products increase the security of mobileautomobile and PC products while maintaining ease of use for the customer.

TouchPadTM

Our TouchPad family of products, which can take the place of, and exceed the functionality of a mouse, isconsists of a small, touch-sensitive pad that senses the position and movement of one or more fingers on its surface through the measurement of capacitance. Our TouchPad provides an accurate, comfortable, and reliable method for screen navigation, cursor movement, and gestures, and provides a platform for interactive input for both the consumer and corporate markets. Our TouchPad solutions allow our customersOEMs to provide stylish, simple, user-friendly, and intuitive human interface semiconductor product solutions.solutions to consumers. Our TouchPad solutions also offer various advanced features, including scrolling, customizable tap zones, tapping and dragging of icons, and device interaction.

Our TouchPad solutions are available in a variety of sizes, electrical interfaces, and thicknesses, and are designed to meet the electrical and mechanical specifications of our customers.  Customized firmware and driver software ensure the availability of specialized features.  As a result of their solid-state characteristics, our TouchPad solutions have no moving parts that wear out, resulting in a robust and reliable input solution that also allows for unique industrial designs.SecurePadTM

SecurePadTM

Our SecurePad integrates our Natural ID fingerprint sensor directly into the TouchPad area, improving usability for end users and simplifying the supply chain for notebook PC manufacturers.

ClickPadTM

Our ClickPad introduces a clickable mechanical design to the TouchPad solution, eliminating the need for physical buttons. The button-less design of our ClickPad allows for unique, intuitive industrial design and makes it an excellent alternative to conventional input and navigation devices. Our ClickPad is activated by pressing down on the internal tact switch to perform left-button or right-button clicks and provides tactile feedback similar to pressing a physical button. The latest version of ClickPad features ClickEQTM, a mechanical solution that provides uniform click depth to maximize the surface area available for gestures and improves click performance over hinged designs.

ForcePad®ForcePad®

Our ForcePad is a thinner version of our ClickPad, which introduces a new dimension in control through the addition of variable force sensitivity. ForcePad is designed to provide consistent performance across OEM models through its design intelligence and self-calibration features. By detecting the amount of force applied, ForcePad is engineered to enable more intuitive and precise user interactions in operating system controls and applications. Designed with thin and light notebooks in mind, ForcePad is 40% thinner than a conventional touch pad.

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ClearPad®

Our ClearPad family of products enables the user to interact directly with the display on electronic devices, such as mobile smartphones, tablets, and automobiles. Our ClearPad has distinct advantages, including low-profile form factor; high reliability, durability, and accuracy; and low power consumption. We typically sell our ClearPad solution as a chip, together with customer-specific firmware, to sensor manufacturers, OLED manufacturers or LCD manufacturers, to integrate into their touch-enabled products.

ClearViewTM

Our ClearView display driver products offer advanced image processing and low power technology for displays on electronic devices, including smartphones and tablets. ClearView products include adaptive image processing that works in concert with proprietary customization options to enable development of efficient and cost-effective high-performance solutions and faster time to market. Our display driver products offer automatic regional control of color balance that optimizes light and dark areas of an image simultaneously, and sunlight readability enhancement capabilities that optimize image quality under various lighting conditions. Our virtual reality bridge and virtual reality display driver integrated circuit, or DDIC, chips enable our customers to move to higher resolution and faster response displays.

TouchViewTM

Our TouchView solutions include our TDDI products that combine two functions, a touch controller, and a display driver, into a single chip that incorporates all the features of our ClearView and ClearPad products. TouchView products enable thinner form factors to help customers minimize component count and add flexibility to their industrial designs. These products are used in large screen devices, including notebooks and tablets, and are also certified for automotive display applications.

Other Products

Other product solutions we offer include Dual Pointing Solutions, TouchStykTM, TouchButtonsTMand display interface products.TouchStykTM. Our dual pointing solutions offer TouchPad with a pointing stick in a single notebook computer, enabling users to select their interface of choice. TouchStyk is a self-contained pointing stick module that uses capacitive technology similar to that used in our TouchPad.  TouchButtons provide capacitive buttons and scrolling controls for an easy-to-use and stylish interface solution designed to replace mechanical buttons.  Our display interface products deliver highly integrated, scalable video and audio connectivity to a broad array of applications for notebook PCs, enterprise systems and consumer devices.  We will also begin, in our fiscal 2018, to offer a range of AudioSmart® and ImagingSmart™ solutions. AudioSmart products bring forward optimum analog, mixed-signal and DSP technologies for high-fidelity voice and audio processing. AudioSmart’s far-field solutions enable accurate voice command recognition from a distance, while the personal audio solutions enable active noise cancellation and high performance for headsets. ImagingSmart products leverage image processing IP, JPEG encoders and DSP technology to deliver a wide range of fax, modem, digital video and printer solutions for home, mobile and imaging applications.

CapabilitiesTechnologies

Our products are supported by a variety of feature capabilities allowing for further product differentiation and easy customer integration.

Enhanced Gesture RecognitionTM

Our Enhanced Gesture Recognition is a suite of ClearPad gestures included in our firmware.  Customers can easily enable SingleTouch gestures, such as Tap, Double Tap, Press, and Flick; DualTouch gestures, such as Pinch and Pivot Rotate; and multi-finger gestures for ClearPad directly from our touch module firmware.  No additional recognition software is required on the host processor to implement these gestures.  This approach lowers host processor resource requirements and ensures that gestures are implemented using our pattern-recognition technology.

SignalClarityTM Technology

SignalClarity technology provides an improved signal-to-noise ratio for enhanced touch detection and noise immunity and enables smartphone OEMs to support inexpensive chargers and work with multiple display types.  SignalClarity technology works with various display configurations, including discrete sensors, sensor-on-lens, on-cell, and in-cell touchscreen designs.

TypeGuardTM

TypeGuard technology allows the system to differentiate between a finger and a palm, virtually eliminating accidental cursor movements, scrolling and clicks.

Proximity Sensing

Our proximity sensing technology enables users to interact with consumer electronics without touch. With this technology, sensors in a device, such as a notebook PC, mobile phone, peripheral, or digital photo frame, sense the presence of a user’s finger or hand to activate a function.  These sensors can illuminate LEDs for discoverable buttons, immediately wake devices from power-saving mode, or activate other functionalities.

TDsyncTM

TDsync technology effectively eliminates problems caused by display-induced noise in the touch subsystem, improving capacitive sensing performance and reducing errors to deliver a better user experience.  TDsync technology works with in-cell designs, including both two-chip and single-chip controller implementations.

ClearForceTM

ClearForce gives our ClearPad and TouchView solutions a new dimension in user interfaces, by enabling features such as scrolling, zoom, text or photo editing, and enabling users to engage in gaming or other multi-touch applications by applying variable force with a finger or stylus.

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Design StudioTM

Our Design Studio software streamlines the touchscreen design process, while reducing total design cost and accelerating time to market. This tool suite assists designers in creating optimal products that are tightly aligned with target design and performance specifications. Design Studio works seamlessly with multiple display configurations and stack-ups, including discrete sensor, on-glass-sensor, on-cell, and in-cell solutions. Design Studio includes tuning and configuration wizards, production test tools, and diagnostics tools that configure and test chips and modules built using Synaptics’ capacitive sensing technology.

SentryPointTM

Our SentryPoint is a suite of advanced security features available on our Natural ID fingerprint products. Capabilities include fingerprint matching directly on the sensor chip, advanced anti-spoofing technology, a cryptographic security engine, security key module generation, 256-bit AES encryption and TLS secure communications between the fingerprint subsystem and the host platform.

Image StudioTM

Our Image Studio software simplifies the display design process, reducing design costs and accelerating time to market. This tool suite assists designers in creating displays that are tightly aligned with target design and performance specifications. Image Studio works seamlessly with all display drivers and can be used for tuning on the panel or at the phone level. Image Studio includes tuning and configuration wizards and diagnostics tools that configure and test the modules built using Synaptics’ DDICs.

Technologies

We have developed and own an extensive array of technologies, encompassing ASICs, firmware, software, mechanical and electrical designs, display systems, pattern recognition, touch-sensing technologies, fingerprint sensing, voice, audio, imaging, modem, and touch-sensingmultimedia technologies. We continue to develop technology in these areas. We believe these technologies and the related intellectual property rights create barriers for competitors and allow us to provide high-value human interfaceexperience semiconductor product solutions in a variety of high-growth markets.

Our broad line of human interface semiconductor product solutions is currently based upon the following key technologies:

capacitive position sensingProprietary microcontroller technology;

capacitiveProprietary vector co-processor technology;

Multimedia processing technology;
Voice and audio technology;
Pattern recognition technology;
Deep learning and neural network inferencing technology.
Mixed-signal integrated circuit technology;
Wireless connectivity technology;
Video interface and compression technology;
Imaging and modem technology;
Capacitive position and force sensing technology;

Capacitive active pen technology;

transparent capacitive position sensing6


Multi-touch technology;

and

pattern recognition technology;

mixed-signal integrated circuit technology;

displayDisplay systems and circuit technology;

capacitive active pen technology;

multi-touch technology;

proprietary microcontroller technology;

proprietary vector co-processor technology;

capacitive fingerprint sensing technology; and

optical fingerprint sensing technology.

In addition to these technologies, we develop firmware and device driver software that we incorporate into our products, which provide unique features, such as virtual scrolling, customizable tap zones, and tapping and dragging of icons.advanced features. In addition, our ability to integrate all our products to interface with major operating systems provides us with a competitive advantage.

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Capacitive Position SensingProprietary Microcontroller Technology. ThisOne example of our microcontroller technology is our proprietary 16-bit microcontroller core that is embedded in the digital portion of our capacitive touch mixed signal ASICs, which is allowing us to optimize our ASICs for position sensing tasks. Our embedded microcontroller provides a methodgreat flexibility in customizing our products via firmware, which eliminates the need to design new circuitry for sensing the presence, position, and contact areaeach new application.

Proprietary Vector Co-Processor Technology. Our vector co-processor technology is designed for use in our ASICs, accompanying either one of one or more fingersour own proprietary microcontroller cores or a stylus oncommercially available one. The co-processor boosts an ASIC’s computational performance by efficiently processing vectors of data for a flat or curved surface.  Our technology works with very light touch, supports full multi-touch capabilities, and provides highly responsive cursor navigation, scrolling, and selection.  It uses no moving parts, can be implemented under plastic, and is extremely durable.  Our technology can also track one orrange of mathematical operations. This allows us to implement more fingers in proximity to the touch surface.computationally intensive algorithms within our firmware.

Capacitive Force SensingMultimedia Processing Technology.  This technology senses the direction and magnitude of a force applied to an object.  The object can either move when force is applied, like a typical joystick used for gaming applications, or it can be isometric, with no perceptible motion during use, like our TouchStyk, ForcePad, or ClearForce.  The primary competition for this technology is resistive strain gauge technology.  Resistive strain gauge technology requires electronics that can sense very small changes in resistance, presenting challenges to the design of that circuitry, including sensitivity to electrical noise and interference.  Our electronic circuitry determines the magnitude and direction of an applied force, permits very accurate sensing of tiny changes in capacitance, and minimizes electrical interference from other sources.  Our capacitive force sensing technology can be integrated with our position sensing technology.

Transparent Capacitive Position Sensing Technology. This technology allows us to build transparent sensorscreate multimedia SoC products for use with our capacitive position sensingset-top boxes, soundbars, digital personal assistants, smart displays, virtual reality, OTT, audio, and video. Our video processing technology such as in our ClearPad.  It has all the advantagesincludes hardware and algorithms to reduce analog and digital noise, convert to different video formats, and enhance color and contrast. Our products include security and secure encrypt/decrypt technology, including secure boot and hardware root of our capacitive position sensingtrust.

Voice and Audio Technology. This technology allows us to develop human experience and allows for visual feedback when incorporated withcommunication products based on voice and audio interaction. The technology embodies a display device, such as an LCD.  Our technology supports full multi-touch, does not require calibration, does not produce undesirable internal reflections,broad range of analog and has reducedmixed signal circuits expertise and audio signal processing algorithms, including:

Noise suppression;
Acoustic echo cancellation;
Active noise cancellation;
Trigger word detection;
Mid-field and far-field voice processing;
Audio digital signal processor architecture;
Audio codecs;
Audio post processing;
High performance audio analog-to-digital converters, or ADCs, and digital-to-analog converters, or DACs;
Audio amplifiers;
Low power requirements, allowing for longer battery life.

audio processing;
Speaker protection; and
Product acoustic design.

Pattern Recognition Technology.  Technology. This technology is a set of software algorithms and techniques for converting real world data, such as gestures and handwriting, into a digital form that can be recognized and manipulated within a computer. Our technology provides reliable gesture decoding and handwriting recognition and can be used in other applications such as signature verification for a richer user experience.

Deep Learning and Neural Network Inferencing Technology. This technology allows us to create and train deep neural networks for audio, image processing, video processing and computer vision functions. Some of our products contain hardware designed to evaluate deep neural networks securely and with low latency. We also have technology that allows us to compress our trained neural networks for more efficient AI-at-the-edge on our hardware. These neural network algorithms improve the quality of the sensed data (for example, reduce the noise, or increase the resolution) as well as interpret the sensed data.

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Mixed-Signal Integrated Circuit Technology. This hybrid analog-digital integrated circuit technology combines the power of digital computation with the ability to interface with non-digital, real-world signals, such as the position of a finger or stylus on a surface. Our patented design techniques permit us to utilize this technology to optimize our core ASIC engine for all our products. Our mixed-signal technology consists of a broad portfolio of circuit expertise in areas such as the following:

precision capacitance measurement;

High-speed serial interfaces;

power management (switching converters, charge pumps, and Low-dropout regulators (“LDOs”));

analog-to-digitalAnalog-to-digital and digital-to-analog converters;

LCD sourceElectromagnetic emissions suppression and VCOM drivers;

susceptibility hardening;

high-speed serial interfaces;

display timing controllers (“TCONs”);

DDICs;

SRAM, DRAM, and non-volatile memories;

Very Large Scale Integrated, or VLSI, digital circuits with multiple clock and power domains; and

communicationsCommunications and signal processing circuits.

circuits;
Power management (switching converters, charge pumps, and LDOs);
Precision capacitance measurement;
Display timing controllers, or TCONs.

Display SystemsWireless Technology. Our wireless connectivity solutions include discrete and Circuitintegrated Wi-Fi and Bluetooth solutions, and satellite-based GPS/GNSS mobile navigation receivers. Wi-Fi allows devices on a local area network to communicate wirelessly, adding the convenience of mobility to the utility of high-speed data networks. We offer a family of high performance, low power Wi-Fi chipsets. We offer products which incorporate the latest Wi-Fi standards such as 802.11AX, which is known as Wifi-6. Bluetooth is a low power technology that enables direct connectivity between devices. We offer a family of Bluetooth silicon and software solutions that enable customers to easily and cost-effectively add Bluetooth functionality to virtually any device. These solutions include combination chips that offer integrated Wi-Fi and Bluetooth functionality, which provides significant performance advantages over discrete solutions.

We also offer a family of GPS and GNSS semiconductor products, software, and location data services. These products are part of a broad location platform that enable customer devices to wirelessly communicate and receive precise location and navigational data from satellite constellations for use in various location services applications.

As part of our wireless technology, DECT based devices provide worldwide coverage for telephony applications, supporting most RF bands and cordless protocols standardized around the world. This includes 1.7GHz -1.9GHz used in Europe, U.S., Korea, Japan and Latin America; and 2.4GHz – used in Japan, China, India and the U.S., along with other proprietary protocols for specific use cases.

Video Compression Technology. Our video interface solutions include our ConnectSmart and DisplayLink portfolios, offering a full range of interface solutions that connect devices to external displays and support the latest versions of the most widely used protocols, connectors, and operating systems. Our flexible product lines for connecting devices combine high-performance interface with low power consumption and are designed for both commercial and consumer end-products. Our solutions have been broadly adopted by the top OEMs and original device manufacturers, or ODMs, to enable video expansion and protocol conversion, leverage high-end features, and deliver the bandwidth needed to drive multiple high-resolution external displays simultaneously.

Imaging and Modem Technology. This technology enablesallows us to develop optimized human interface semiconductor product solutions with improved compatibility with theircreate a family of SoC integrated circuits and software for printers, video cameras, fax machines and modems. Key functional blocks include:

Image processing hardware accelerators;
Printer imaging pipeline;
Inkjet, laser, and thermal print engine and motor control;
Scan/camera and peripheral control; and
Data and fax modem hardware and firmware.

Capacitive Fingerprint Sensing Technology. Our fingerprint sensing technology simplifies the system or application environments. Thisauthentication process by substituting the user’s fingerprint for the login name and password. Our capacitive fingerprint sensing technology consistsprovides for fingerprint authentication by scanning and matching an image of mobilea user’s fingerprint, as well as initial

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fingerprint enrollment. Our sensing technology also incorporates spoof detection and large format display semiconductor expertise,includes many implementation choices including the following functional blocks:

TCONs;

DDICs;

TFT gamma references;

VCOM drivers;

source drivers;

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content adaptive brightness control;

contrast enhancement;

color enhancement;

color space adjustment;

gamma curve control;

local area active contrast optimization;

sunlight readability enhancements;

adaptive image compression;

image decompression;

sub-pixel rendering;

video scaling;

edge enhancement;

frame rate control;

selective update;

force, touch and display synchronization;

high-speed serial interfaces such as MIPI DSI and Qualcomm MDDI; and

display power circuits such as inductive switchers, charge pumps, and LDOs.

This technology also enables us to develop advanced products that combine the functionsback of the displayphone or PC, button integration, touchpad integration, and under glass.

Capacitive Position and Force Sensing Technology. Our Position Sensing technology provides a method for sensing the presence, position, and contact area of one or more fingers or a stylus on a flat or curved surface. Our technology works with very light touch, supports full multi-touch capabilities, and provides highly responsive cursor navigation, scrolling, and selection. It uses no moving parts, can be implemented under plastic or glass, and is extremely durable. Our technology can also track one or more fingers in proximity to the touch surface. Our Force Sensing technology senses the direction and magnitude of a force applied to an object. Our electronic circuitry determines the magnitude and direction of an applied force, permits very accurate sensing systems to enable highlyof tiny changes in capacitance, and minimizes electrical interference from other sources. Our capacitive force sensing technology can be integrated display and touch functionality with improved performance, thinner form factors, and lower system cost.our position sensing technology.

Capacitive Active Pen Technology. This technology allows us to develop a pen that can be used for input on a capacitive touchscreen. As well as generating a signal that allows the touchscreen to track the pen, additional data, such as the pen applied force and pen button states, are also communicated to the touchscreen device. Information can also be communicated from the touchscreen to the pen.

Multi-touch Technology. This technology allows us to create capacitive touch products that simultaneously track the presence, position, and other characteristics of multiple objects in contact with or in close proximity to a flat or curved touch surface. It enables, for example, the recognition of multi-finger gestures, the tracking of a stylus position while the user’s palm is also in contact with the touch surface, and the simultaneous interaction of multiple users with the same touch surface.

Proprietary MicrocontrollerDisplay Systems and Circuit Technology.  One example of this technology is our proprietary 16-bit microcontroller core that is embedded in the digital portion of our mixed signal ASIC, which allows us to optimize our ASIC for position sensing tasks.  Our embedded microcontroller provides great flexibility in customizing our products via firmware, which eliminates the need to design new circuitry for each new application.

Proprietary Vector Co-Processor Technology.  Our vector co-processor technology is designed for use in our ASICs, accompanying either one of our own proprietary microcontroller cores or a commercially available one.  The co-processor boosts the ASIC’s computational performance by efficiently processing vectors of data for a range of mathematical operations.  This allows us to implement more computationally intensive algorithms within our firmware.

Capacitive Fingerprint Sensing Technology. This technology provides for fingerprint authentication by scanningenables us to develop optimized human experience semiconductor product solutions with improved compatibility with their application environments. This technology consists of mobile and matching anlarge format display semiconductor expertise, including the following functional blocks:

TCONs;
Thin-Film-Transistor, or TFT, gamma references;
Smooth dimming and content adaptive brightness control;
Contrast enhancement;
Color enhancement;
Gamma curve control;
Force, touch, and display synchronization;
Local area active contrast optimization;
Adaptive image of a user’s fingerprint,compression and decompression;
Sub-pixel rendering;
Demura compensation;
Rounded corner processing;
Frame rate control;
High-speed serial interfaces such as wellmobile industry processor interface display serial interface, or MIPI DSI, and Qualcomm mobile display digital interface, or MDDI; and
Display power circuits such as initial fingerprint enrollment.  Our sensinginductive switchers, charge pumps, and LDOs.

This technology also incorporates spoof detection.  Our fingerprint sensing technology simplifies the system or application authentication process by substituting the user’s fingerprint for the login name and password.  Our technology includes many implementation choices including back of phone, button integration, touchpad integration, and under glass.

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Optical Fingerprint Sensing Technology.  This technology allowsenables us to image fingerprints with different device constraints than our capacitive solutions.  For example, our optical technology can image through thicker glass than our capacitive fingerprint technology.  We can also use our optical technologydevelop advanced products that combine the functions of the display and touch sensing systems to enable fingerprint sensing within the active area of a display. highly integrated display and touch functionality with improved performance, thinner form factors, and lower system cost.

Our optical technology also incorporates fingerprint enrollment, matchinglatest addition to our automotive portfolio is an automotive-grade TDDI for indium gallium zinc oxide and spoof detection.amorphous silicon gate-in-panel displays and low-temperature polycrystalline panels up to 4K resolution.

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Research and Development

We conduct ongoing research and development programs that focus on advancing our existing interface technologies, improving our current product solutions, developing new products, improving design and manufacturing processes, enhancing the quality and performance of our product solutions, and expanding our technologies to serve new markets. Our goal is to provide our customers with innovative solutions that address their needs and improve their competitive positions.  Our long-term vision is to offer human interface semiconductor product solutions, such as touch, fingerprint, handwriting, vision, voice capabilities, and other biometrics that can be readily incorporated into various electronic devices.

Our research and development programs focus on the development of accurate, easy to use, reliable, and intuitive human interfacesexperiences for electronic devices. We believe our innovative interface technologies can be applied to many diverse products, and we believe the interface is a key factor in the differentiation of many products. AI-at-the-edge is a focus area for us in enabling better performance and enhancing user experience in many of these products. We believe that our interface technologies enable us to provide customers with product solutions that have significant advantages over alternative technologies in terms of functionality, size, power consumption, durability, and reliability. We also intend to pursue strategic relationships and acquisitions to enhance our research and development capabilities, leverage our technology, and shorten our time to market with new technological applications.

Our research, design, and engineering teams frequently work directly with our customers to design custom solutions for specific applications. We focus on enabling our customers to overcome their technical barriers and enhance the performance of their products. We believe our engineering know-how and electronic systems expertise provide significant benefits to our customers by enabling them to concentrate on their core competencies of production and marketing.

As of the end of fiscal 2017,2022, we employed 1,2621,314 people in our technology, engineering, and product design functions in the United States, China, Taiwan, Japan, Germany, Israel, the United Kingdom, India, Korea, China, Hong Kong,Israel, Poland, and Armenia.Korea. Our research and development expenses were $292.3$367.3 million, $311.2$313.4 million, and $293.2$302.5 million for fiscal 2017, 2016,2022, 2021, and 2015,2020, respectively.

Intellectual Property Rights

Our success and ability to compete depend in part on our ability to maintain the proprietary aspects of our technologies and products. We rely on a combination of patents, trademarks, trade secrets, copyrights, confidentiality agreements, and other statutory and contractual provisions to protect our intellectual property, but these measures may provide only limited protection.

As of June 24, 2017,25, 2022, we held 9911,584 active patents and 1,045192 pending patent applications worldwide.worldwide that expire between 2022 and 2042. Collectively, these patents and patent applications cover various aspects of our key technologies, including those for opaque touchpads, clear touch screens, fingerprint sensors,sensing, voice processing, secure biometrics, display drivers, touch and displays.display integration, docks and adapters, video interfaces, wired and wireless connectivity, audio processing, video processing, edge computing, open AI tools, and computer vision. Our proprietary firmware and software, including source code, are also protected by copyright laws and applicable trade secret laws.  In connection with the Conexant Acquisition, we acquired 435 active patents and 35 pending patent applications worldwide related to the Conexant products.  Collectively, these patents and patent applications cover various aspects of Conexant’s key technologies, including those for audio processing and modems.

Our extensive array of technologies includes those related to integrated circuits (ICs),ICs, firmware, software, and mechanical hardware. Our products rely on a combination of these technologies, making it difficult to use any single technology as the basis for replicating our products. Furthermore, the lengths of our customers’ design cycles and the customizations required bywithin the products we provide to our customers’ productscustomers also serve to protect our intellectual property rights.

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Customers

Customers

Our customers include many of the world’s largest smartphone, tablet,mobile and PC OEMs, based on unit shipments, as well as many large IoT OEMs, automotive manufacturers and a variety of consumer electronics manufacturers. Our demonstrated track record of technological leadership, design innovation, product performance, cost effectiveness,cost-effectiveness, and on-time deliveries have resulted in our leadership position in providing human interfaceexperience semiconductor product solutions. We believe our strong relationship with our OEM customers, many of which are also currently developing tablets and mobile application products,product solutions which are focused in several of our target markets, will continue to position us as a source of supply for their product offerings.

Our leading OEM customers in fiscal 20172022 included the following:

 

Dell

Acer

Oppo Mobile

Microsoft

Hewlett-Packard

Ampak

Samsung

Oculus

Huawei

Bouygues Telecom

Sony

Oppo Mobile

Lenovo

Dell

Vivo

Poly

LG Electronics

Ford

Samsung
Fujitsu
Sony
Google
Targus
Goodway
Technicolor
Hewlett-Packard
Toshiba
Honor
Toyota Motor
Huawei
Vivo
Lenovo
Winstar
Logitech
Xiaomi

We generally supply custom-designedour products to OEMs through their contract contract manufacturers, supply chain or distributors.  Sales to Sanshin Electronics Co., Ltd., Samsung Electronics Co., Ltd. and its affiliates, and Wisewheel Electronics Co., Ltd. accounted for 24%, 19%, and 10% of our net revenue in fiscal 2017, respectively.  

We consider both the OEMs and their contract manufacturers or supply chain partners to be our customers.customers, as well as in some cases, our distributors. Both the OEMs and their partners may determine the design and pricing requirements and make the overall decision regarding the use of our human interfaceexperience semiconductor product solutions in their products. The contract manufacturers and distributors place orders with us for the purchase of our products, take title to the products purchased upon delivery by us, and pay us directly for those purchases. TheseThe majority of these customers do not have no return rights except for warranty provisions.

Strategic Relationships

We have used strategic relationships to enhance our ability to offer value-added customer solutions in the past. We intend to enter additional strategic relationships with companies that may help us serve our target markets.

Sales and Marketing

We sell our product solutions for incorporation into the products of our OEM customers. We generate sales through direct sales employees as well as outside sales representatives, distributors and value addedvalue-added resellers. Our sales personnel receive substantial technical assistance and support from our internal technical marketing and engineering resources because of the highly technical nature of our product solutions. Sales frequently result from multi-level sales efforts that involve senior management, design engineers, and our sales personnel interacting with our customers' decision makers throughout the product development and order process.

As of the end of fiscal 2017,2022, we employed 303228 sales and marketing professionals. We maintain customer support offices domestically and internationally, which are located in the United States,U.S., Taiwan, China, India, Korea, Japan, and Europe.Japan. In addition, we utilize value-added resellers and sales distributors that are primarily located in the U.S., China, Korea, Japan, Taiwan and Taiwan.Germany.

International sales constituted over 86%98% of our revenue for each of fiscal 2017, 2016,2022, 2021, and 2015.2020. Approximately 81%66%, 68%, and 78% of our sales in fiscal 20172022, 2021, and 2020, respectively, were made to companies located in China, Japan, and South Korea that provide design and manufacturing services for major IoT, notebook computer, and mobile product applications OEMs. Our sales are almost exclusively denominated in U.S. dollars. This information should be read in conjunction with Note 1314 Segment, Customers, and Geographic Information to the consolidated financial statements contained elsewhere in this report.

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Manufacturing

Manufacturing

We employ a virtualfabless semiconductor manufacturing platform through third-party relationships. We currently utilize a fewthird-party semiconductor wafer manufacturers to supply us with silicon wafers integrating our proprietary design specifications. The completed silicon wafers are forwarded to third-party package and test processors for further processing into die and packaged ASICs, as applicable, which are then utilized in our custom interfacemodule products or processed as our ASIC-based solution.

After processing and testing, the die and ASICs are consigned to various contract manufacturers for assembly or are shipped directly to our customers. During the assembly process, our die or ASIC is either combined with other components to complete the module for our custom human interface solutionproduct solutions or the ASIC is maintained as a standalone finished good. The finished assembled product is subsequently shipped directly to our customers or by our contract manufacturers directly to our customers for integration into their products.

We diversify our production capacity through third-party relationships, thereby strengthening our virtual manufacturing platform.  We believe our virtualthird-party manufacturing strategy provides a scalable business model, enables us to concentrate on our core competencies of research and development, technological advances, and product design and engineering, and reduces our capital investment.

Our third-party contract manufacturers and semiconductor fabricators are predominately Asia-based organizations. We generally provide our contract manufacturers with six-month rolling forecasts of our production requirements. We do not, however,As a result of recent supply constraints and capacity shortages affecting the global semiconductor industry, we have entered into long-term capacity and pricing agreements with any of our contract manufacturers that guarantee production capacity, prices, lead times, or delivery schedules.some suppliers. Our reliance on these parties exposes us to vulnerability owing to our dependence on a few sources of supply. We believe, however, that other sources of supply are available. In addition,some cases, we have alternative sources of suppliers to mitigate supplier risk; however, in the current environment, all of them could be constrained. We may establish relationships with other contract manufacturers in order to reduce our dependence on any onesingle source of supply.

Periodically, we purchase inventory from our contract manufacturers when a customer delays its delivery schedule or cancels its order. In those circumstances in which our customer has cancelled its order and we purchase inventory from our contract manufacturers, we consider a write-down to reduce the carrying value of the inventory purchased to its net realizable value. We charge write-downs to reduce the carrying value of obsolete, slow moving, and non-usable inventory to its net realizable value and charge such write-downs to cost of revenue. We also record a liability and charge to cost of revenue for estimated losses on inventory we are obligated to purchase from our contract manufacturers when such losses become probable from customer delays or order cancellations.

Backlog

As In addition, the impact of entering into long-term capacity agreements could create significant inventory write-down if the end customer demand declines.

Competition

IoT

Our SoC solutions enable new forms of fiscal 2017,media consumption and integrate video processing, far-field voice and linguistics processing products are sold into market segments that offer significant potential growth, ranging from home automation applications, smart assistant platforms, surveillance cameras, to set-to-box/over-the-top, or STB/OTT, platforms. The markets for STB/OTT products, surveillance cameras, home automation, and smart assistant solutions require strong technology innovation and deep systems and systems engineering expertise. Our principal competition in these markets include Broadcom, MediaTek, AmLogic, and Ambarella, among others.

We provide voice processing silicon and software solutions for voice-enabled devices, consumer and commercial imaging, and next-generation audio applications. In addition to our voice solutions, we had a backlogsupport the audio headphone and virtual reality head mounted display industry with universal serial bus-c, or USB-C, audio codec solutions for next generation wireless audio devices and wearables. Our competitors in the sale of orders of $221.8 million, an increase of $39.0 million compared with a backlog of orders as of the end of fiscal 2016 of $182.8 million.  The average selling prices are higher in backlog foraudio products ordered by customers at the end of fiscal 2017 than those ordered at the end of fiscal 2016 due to the mix of products ordered by customers, which is partially offset by a lower quantity of units in backlog   include Cirrus Logic, BES Technic, Realtek, and Qualcomm.

Our backlog consists ofwireless products for use in IoT application markets include our technologies such as Wi-Fi, Bluetooth, Wi-Fi-Bluetooth combinations, and GPS/GNSS support our customers’ need to develop products which purchase orders have been receivedcan wirelessly communicate to networks, remote control of edge-devices, machine-to-machine communication, among other purposes. Our principal competition includes Infineon, Qualcomm, MediaTek, NXP, and Silicon Labs, among others.

Our automotive products include touch, display driver, and TDDI solutions for major automotive OEMs. Our principal competitors for these products include Focaltech, Himax, Novatek Microelectronics, and Microchip. Our IoT video interface products are scheduled for shipmentsold into PC and smartphone docks and wireless adapter market applications. Our principal competitors in the subsequent quarter.  Most orderssale of IoT interface products are subject to rescheduling or cancellation with limited penalties.  BecauseParade, Megachips, and Realtek.

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We also provide fax, modem and image processors and software solutions for printers, fax machines, point of the possibility of customer changessale terminals, and medical applications. Our principal competitors in product shipments, our backlog as of a particular date may not necessarily be indicative of net revenue for any succeeding period.these markets are Skyworks, Marvell, and Qbit.

CompetitionPC and Mobile

Our touch, display and finger-basedfingerprint-based semiconductor products are sold into markets for mobilePC product applications, PCmobile product applications, and other electronic devices. The markets for touchscreen products are characterized by rapidly changing technology and intense competition. Our principal competition in the sale of touchscreen products includes Atmel, Elan Microelectronics, Focaltech Systems, Goodix, Melfas, Parade Technologies, Samsung LSI, STMicroelectronicsBroadcom, ST Micro, Goodix, and various other companies involved in human interfaceexperience semiconductor product solutions. Our principal competitors in the sale of notebook touch pads are Alps ElectricCirque Corporation, Elan Microelectronics and Elan Microelectronics.Goodix. Our principal competitors in the sale of display driver products and TDDI products for the mobilePC and PCmobile product applications markets include Focaltech, Himax Technologies, Novatek Microelectronics, Samsung LSI, and SiliconWorks. Our principal competitors in the sale of fingerprint authentication solutions for the mobile and PC product applications markets are Cypress Semiconductor, Egis Technology, Elan Microelectronics, Fingerprint Cards, Goodix, IDEX, NEXT Biometrics, Silead and Qualcomm.Goodix.

Corporate Social Responsibility

Synaptics strives to be a leading corporate citizen. We uphold the most ethical standards in our business practices and policies, and we believe that sustainable corporate practices and consistent attention to social and governance priorities will help enhance long-term value for our stockholders. Our IoT audio, multimedia,Board of Directors is responsible for overseeing our environmental, social, and interface based semiconductorgovernance policies and practices. With guidance from the Board of Directors, our management team applies an integrated methodology to financial matters, corporate governance, and corporate responsibility, leading to increased accountability, better decision making and ultimately creating better long-term value. This focus on the environment, society, and governance influences everything we do.

Environmental

We have implemented internal green programs and initiatives to reinforce our commitment to minimizing natural resource consumption, improving sustainability, disposing of end-of-life products in an environmentally safe manner, reducing waste, and increasing reuse and recycling programs company-wide. For example, our headquarters uses 100% renewable energy sources, and we follow the European Union’s rules regarding the Restriction of Hazardous Substances in Electrical and Electronic Equipment in the design and manufacture of all our products.

Social

Our employees and communities are sold into IoT, PC,the heart of our company, and we take pride in our social responsibility to them as well becoming better global citizens. We support our local communities through charitable causes and events, and we have numerous programs in place around the world that promote our commitments to diversity, equality of opportunity, non-discrimination, and the highest standards of human rights. We are committed to the use of a socially responsible supply chain. Our efforts include maintaining a supplier policy that bars the use of forced or child labor and governs the use and distribution of conflict minerals.

Governance

We are dedicated to supporting leading corporate governance and board practices to ensure oversight accountability and transparency in our business practices. We place a high value on ethical actions, individual integrity, and fair dealing in every aspect of what we do.

Accountability

Our Board of Directors and management are strongly committed to our corporate responsibility policies and will continue to regularly evaluate these policies to ensure an effective outcome and strict adherence by our employees, suppliers, vendors, and partners. We actively monitor and audit our internal compliance with our Code of Conduct and other electronic devices.  We provide voice processing siliconcorporate social responsibility policies and software solutions for voice-enabled devices, consumerprograms.

Human Capital

Our company has been built on the collective contributions from people of many countries, religions, and commercial imaging, and next-generation audio applications. In

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addition toethnic backgrounds. People are our voice solutions, we support the headphone and virtual reality/mixed reality head mounted displays industry with USB-C CODEC solutions for next generation wireless audio devices and wearables. Our competitors in the sale of audio products include BES Technic, Cirrus Logic, Qualcomm, Realtek, and STMicroelectronics.Our IoT interface products are sold into PC and smartphone docks and wireless adapter market applications. Our principal competitors in the sale of IoT interface products are Megachips and Analogix.  In certain cases, large OEMs may acquire a competing technology, develop alternative human interface semiconductor product solutions for their own products or provide alternative key components for use in designing human interface semiconductor product solutions.  

We believe our solutions-based systems and engineering experience, coupled with our technologies, offer benefits in terms of size, power consumption, durability, ease of use, cost effectiveness, and reliability when compared to our competitors and other technologies.  While our markets continue to evolve, we believe we are well positioned to compete aggressively for this business based on our proven track record, our technological expertise, our marquee global customer base, our technology roadmap,most critical asset, and our reputation for design innovation.  Our competitive position could be adversely affected if one or more of our current OEMs reduce their orders or if we are unablesuccess depends on them. We want to attract, develop, new customers for our human interface semiconductor product solutions.and retain the world’s best talent.

Employees13


As of the end of fiscal 2017, we employed a total of 1,774 persons, including 209 in operations, finance, and administration; 303 in sales and marketing; and 1,262 in research and development.  Of these employees, 628 were located in North America, 1,141 in Asia/Pacific, and 5 in Europe. In connection with the Conexant Acquisition, we acquired a total of 297 employees from Conexant, including 26 in operations, finance, and administration, 27 in sales and marketing, and 244 in research and development.  Of these employees, 123 were located in North America and 174 in Asia/Pacific.  We consider our relationship with our employees to be good, and none of our employees are represented by a union in collective bargaining with us.

Competition for qualified personneltalent in our industry is extremely intense, particularlyintense. Our human resource strategy and programs are focused on attracting, engaging, and retaining this talent.

Our Board of Directors and Board committees provide oversight on certain human capital matters. The Audit Committee provides oversight of business risks and our company’s Code of Business Conduct and Ethics, both of which have relevance for engineeringhuman capital. The Nominations and Corporate Governance Committee has oversight for environment, social, and governance strategy, which includes talent attraction and retention and inclusion and diversity. The Compensation Committee provides oversight of our overall compensation philosophy, policies, and programs, and assesses whether our compensation establishes appropriate incentives for executive officers and employees

As of June 25, 2022, we employed 1,775 employees. We have employees in North America, Asia/Pacific and Europe which represent approximately 23%, 66% and 11%, respectively, of our employee population as of June 25, 2022.

Competitive Compensation and Benefits

We provide competitive compensation, benefits, and wellness offerings to our employees. We have a strong pay for performance philosophy. We align executive compensation with our corporate strategies, business objectives and the creation of long-term value for our stockholders without encouraging unnecessary or excessive risk-taking.

Engagement and Development

We strive to create exceptional employee experiences. Our focus is on creating a space for employees to do their best work and feel valued and engaged. We also provide opportunities for employees to connect and use their time, talent, and resources to enhance the communities where we live and work. We have created multiple channels of communication between our Chief Executive Officer, or CEO, and our employees. We gather insights into successes, challenges, solutions to problems and what is top of mind for employees across the business through formal and informal channels.

Employees have various opportunities to learn though technical, compliance and other technical personnel.professional trainings. We offer career advancement opportunities to employees at Synaptics and are focused on leadership development.

Inclusion & Diversity

We believe that diverse teams are more innovative and productive. Our success depends ongoal is to cultivate an environment that not only allows for, but also encourages, everyone to collaborate and participate equally to foster individual and company growth.

Information about our continued ability to attract, hire, and retain qualified personnel.

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Executive Officers of the Registrant

The following table sets forth certain information regarding our executive officers as of August 11, 2017:12, 2022:

 

Name

 

Age

Age

Position

Position

Richard A. BergmanMichael Hurlston

53

55

President and Chief Executive Officer and Director

Wajid AliDean Butler

44

40

Chief Financial Officer

Saleel Awsare

57

Senior Vice President and Chief Financial OfficerGeneral Manager, PC & Peripherals Division

Kevin D. BarberJohn McFarland

57

55

Senior Vice President, General Counsel and Secretary

Craig Stein

55

Senior Vice President and General Manager, Mobile Division

Shawn Liu

53

Vice President and General Manager, PC Division

John McFarland

50

Senior Vice President, General Counsel and Secretary

Huibert Verhoeven

49

Senior Vice President and General Manager, IoT Division

Mark Wadlington

56

Senior Vice President, Worldwide Sales

Alex Wong

62

Senior Vice President, Worldwide OperationsDivisions

Richard A. BergmanMichael Hurlston has been the President and Chief Executive Officer of our company since September 2011.August 19, 2019. Prior to joining our company, Mr. Bergman was Senior Vice President and General Manager of Advanced Micro Devices (“AMD”) Product Group from May 2009 to September 2011.  From October 2006 to May 2009, Mr. BergmanHurlston served as Senior Vice Presidentthe Chief Executive Officer and General Managera member of AMD’s Graphics Product Group.  Mr. Bergman’s career at AMD began in October 2006 when AMD acquired ATI Technologiesthe Board of Directors of Finisar Corporation (“ATI”Finisar”), where from January 2018 to August 2019. Prior to joining Finisar, he served as Senior Vice President and General Manager of the PC Group.Mobile Connectivity Products/Wireless Communications and Connectivity Division and held senior leadership positions in sales, marketing, and general management at Broadcom Limited (“Broadcom”) and its predecessor corporation from November 2001 through October 2017. Prior to ATI,joining Broadcom in 2001, Mr. BergmanHurlston held senior marketing and engineering positions at Oren Semiconductor, Inc., Avasem, Integrated Circuit Systems, Micro Power Systems, Exar and IC Works from 1991 until 2001. Mr. Hurlston is a member of the board of directors of Flex Ltd. Mr. Hurlston serves on the Board of Executive Trustees of the UC Davis Foundation and on the Dean’s Executive Committee for the College of Engineering and the Dean’s Advisory Counsel for the Graduate School of Management at the University of California, Davis. Mr. Hurlston holds Bachelor of Science and Master of Science degrees in Electrical Engineering and a Master of Business Administration degree from the University of California, Davis.

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Dean Butler has been the Chief Financial Officer of our company since October 21, 2019. Prior to joining our company, Mr. Butler served as Chief Operating OfficerVice President of Finance at S3 Graphics, a divisionMarvell Technology Group Ltd. (“Marvell”) from July 2016 to October 2019. Prior to joining Marvell, he served as Controller of SonicBlue Inc.the Ethernet Switching Division at Broadcom from January 2015 through July 2016. Prior to joining Broadcom, Mr. Bergman hasButler held senior level managementfinance positions at Maxim Integrated from May 2007 to December 2014. Mr. Butler holds a Bachelor of Business Administration degree in Finance from the technology fieldUniversity of Minnesota Duluth.

Saleel Awsare has been the Senior Vice President and General Manager of our PC and Peripherals unit since his early roles at Texas Instruments, Inc.July 2020. Previously, Saleel was the Senior Vice President and IBM.General Manager of our IoT Division from April 2019 to July 2020 and the Senior Vice President of Corporate Marketing & Investor Relations from December 2018 until April 2019. Prior to joining our company as Corporate Vice President and General Manager of Audio & Imaging Products in July 2017, he was President of Conexant Systems, LLC (“Conexant”) from March 2016 to July 2017, and Senior Vice President & General Manager of Audio & Imaging from April 2012 to March 2016. Synaptics acquired Conexant in July 2017. Prior to joining Conexant, Mr. BergmanAwsare served as President of Nuvoton Technology Corporation's (“Nuvoton”) U.S. operations and General Manager of Nuvoton’s audio and voice divisions from December 2008 to March 2012. Prior to joining Nuvoton, Mr. Awsare was the Executive Vice President and General Manager of mixed signal products for Winbond Electronics Corporation America (“Winbond”). Prior to joining Winbond, Mr. Awsare was a director of engineering for Information Storage Devices. Mr. Awsare is a member of the Board of Directors, ChairmanTrustees of the Compensation Committee and a memberStevens Institute of the Audit Committee of Maxwell Technologies, a developer and manufacturer of energy storage and power delivery solutions.Technology. Mr. BergmanAwsare holds a Bachelor of Science degree in Electrical Engineering from the UniversityStevens Institute of Michigan and a Master’s degree in Business Administration from the University of Colorado.

Wajid Ali has been Senior Vice President and Chief Financial Officer of our company since May 2015.  Prior to joining our company, Mr. Ali was Vice President and Controller of Teledyne from 2012 to 2015, after previously serving as Vice President and Chief Financial Officer of Teledyne DALSA, Inc., a Teledyne Technologies subsidiary from 2011 to 2012, and as Chief Financial Officer of Teledyne DALSA’s predecessor, DALSA Corporation, a public semiconductor company, from 2007 to 2011.  Mr. Ali also held various key financial management positions at ATI Technologies prior to its acquisition by Advanced Micro Devices (“AMD”), after which Mr. Ali held a key financial management position at AMD.  Mr. Ali holds a Bachelor of Arts degreeTechnology and a Master of Arts degree in Economics from York University, a Master’s degree in Business Administration from the Schulich School of Business, York University, and a CPA, CMA designation from the Chartered Professional Accountants of Ontario, Canada.

Kevin D. Barber has been Senior Vice President and General Manager of the Mobile Division of our company since July 2017.  Prior to his current appointment, Mr. Barber was Senior Vice President and General Manager of the Smart Display division of our company from January 2011 to July 2017. Prior to joining our company, Mr. Barber was the Chief Executive Officer of ACCO Semiconductor from 2008 to 2010.  From 2007 to 2008, Mr. Barber served as a principal consultant at PRTM focused on the electronics industry. Mr. Barber was Senior Vice President, General Manager of the Mobile Solutions business at Skyworks Solutions from 2003 to 2006 where he was responsible for delivering innovative RF products to the mobile industry. Mr. Barber was Senior Vice President of Operations at Skyworks Solutions from 2002 to 2003 and Conexant Systems from 2001 to 2002. Previously, Mr. Barber held various senior operations positions at Conexant Systems and Rockwell Semiconductor. Mr. Barber holds a Bachelor of Science degree in Electrical Engineering Management from San Diego State University and a Master’s degree in Business Administration from PepperdineSanta Clara University.

John McFarlandhas been the Senior Vice President, General Counsel and Secretary of our company since November 2013. Prior to joining our company, Mr. McFarland served for nine years as the Executive Vice President, General Counsel and Secretary of MagnaChipMagnachip Semiconductor. Mr. McFarland spent his early career at law firms in Palo Alto, California, and Seoul, Korea. Mr. McFarland holds a Bachelor of Arts degree in Asian Studies, conferred with highest distinction from the University of Michigan, and a Juris Doctor degree from the University of California, Los Angeles, School of Law.

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Shawn Liu has served as Vice President and General Manager, PC Division since July 2017.  Mr. Liu joined Synaptics in November 2012 as our Vice President of ThinTouch Products in the Human Interface Systems Division, and then rotated through senior leadership positions in the Smart Display Division and Biometrics Product Division within Synaptics.  From January 2011 to November 2012, he was a Director at Apple, where he led an Engineering Program Management team responsible for technologies in Mac and iOS products.  From 2000 to 2011, Mr. Liu held senior positions at AMD/ATI and Cadence.  Early in his career, Mr. Liu spent several years in Taiwan in various managerial capacities including a business development position at a wireless chipset start-up, and held various design engineering positions at SGI, LSI Logic and VLSI Technology.  Mr. Liu holds a Bachelor of Science degree and Master of Science degree, both in Electrical Engineering, from Cornell University.

Huibert VerhoevenCraig Stein has been the Senior Vice President and General Manager, of theMobile & IoT Division of our company since July 2017.  Prior to his current appointment,March 2021. Previously, Mr. VerhoevenStein was the Senior Vice President and General Manager of the Human Interface Systems Division of our companyProduct Development from August 2014September 2020 to July 2017.March 2021. Prior to joining our company, Mr. VerhoevenStein was Vice President & General Manager in the Data Center Products Group at Intel Corporation (“Intel”) and Head of Engineering & General Manager, Data Center Group from May 2016 to August 2018. Prior to joining Intel, Mr. Stein held key leadership positions at other semiconductor, technology, and transportation companies, including Chief Operating Officer and General Manager of the Flash Components Division at LSI Corporation from 2013 to 2014.  Mr. Verhoeven served as the Vice President and General Manager of the Mixed Signal Systems group for Intersil Corporation from 2008 to 2013. Prior to Intersil, Mr. Verhoeven held design engineering and design management positions at National Semiconductor Corporation.  Mr. Verhoeven holds a Doctor of Philosophy and a Master’s of Science Degree in ElectricalPolara Engineering, from Delft University, The Netherlands.

Mark Wadlington has been Senior Vice President, Worldwide Sales of our company since April 2017.  Prior to joining our company, Mr. Wadlington was Corporate Vice President and General Manager, Mobile and Consumer Division at Lattice Semiconductor from 2016 to 2017 and Corporate Vice President of Worldwide Sales from 2013 to 2016.  Prior to Lattice, Mr. Wadlington was Vice President of Worldwide SalesResearch & Development at Applied Micro Circuits Corporation (“AMCC”) from 2011 to 2012.  Prior to AMCC, Mr. Wadlington served as the Vice President of America’s Sales at Xilinx, Vice President of Worldwide MCP (media communications processor) Sales at NVIDIA, and held various senior-level positions at LSI Logic during his 21-year tenure there, including serving as LSI Logic’s Vice President of Worldwide Semiconductor Sales. Mr. Wadlington holds a Bachelor of Science in Electronic Engineering Technology from the Ohio Institute of Technology.

Alex Wong has been Senior Vice President of Worldwide Operations of our company since July 2010.  Mr. Wong served as Vice President of Worldwide Operations of our company from September 2006 to July 2010.  From 2003 to 2006, Mr. Wong served our company as ManagingKnowles Corp., Director of Hong KongEngineering at Broadcom, and Director of Operations.  Prior to joining our company,Research & Development Manager at Hewlett Packard. Mr. Wong held various management positions with National Semiconductor Corporation, including General Manager for National Joint Ventures in ChinaStein has five issued patents and Hong Kong and Director of Corporate Business Development.five others pending. Mr. WongStein holds a Bachelor of Science degree in Computer Science from California State University at Northridge and a Master’s degree in Business AdministrationElectrical Engineering from the University of East Asia, Macau.California, Berkeley, and a Master of Science degree in Electrical Engineering from San Jose State University.

There are no arrangements, understandings, or family relationships pursuant to which our executive officers were selected.  There are no related party transactions between us and our executive officers.  We have entered into indemnification agreements with our officers and directors. 

 


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ITEM 1A.

RISK FACTORS

ITEM 1A. RISK FACTORS

You should carefully consider the following factors, together with all the other information included in this report, in evaluating our company and our business.

Risks Related to Our Markets and Customers

We currently depend on our human interface solutions for the IoT, PC, and mobile product applications market and the PC product applications marketmarkets for substantially alla substantial portion of our revenue, and any downturn in sales of these products would adversely affect our business, revenue, operating results, and financial condition.

We currently depend on our human interface solutions for the IoT, PC, and mobile product applications market and the PC product applications marketmarkets for substantially alla substantial portion of our revenue. Any downturn in sales of our products into any of these productsmarkets would adversely affect our business, revenue, operating results, and financial condition. Similarly, a softening of demand in the smartphone market, the tablet market, or the notebook portionany of the PC product applications market,these markets, or a slowdown of growth in the mobile product applications marketany of these markets because of consumerchanges in customer preferences, the emergence of applications not including our solutions, or other factors would cause our business, operating results, and financial position to suffer.

Net revenue from our human interface solutions for mobile product applications has been volatile in the past, and may not increase or be less volatile in the future.

Net revenue from our human interface solutions for mobile product applications, particularly smartphones, has been volatile in the past, and may not increase or be less volatile in the future.  Net revenue from our human interface solutions for mobile product applications was $1,489.0 million for fiscal 2017, $1,459.5 million for fiscal 2016, and $1,442.1 million for fiscal 2015.  Our human interface business for mobile product applications faces many uncertainties, including our success in enhancing our position in evolving markets dominated by a limited number of OEMs, and market acceptance of our product solutions over competitive product solutions.  Our inability to address these uncertainties successfully would negatively affect our business.

A significant portion of our sales comes from one or more large customers, the loss of which could harm our business, financial condition, and operating results.

Historically, we have relied on a limited number of customers for a substantial portion of our total revenue. If we lost key customers, or if key customers reduced or stopped placing orders for our high-volume products, our financial results could be adversely affected. Sales to Samsung Electronics Co., Ltd. and its affiliates, Sanshin Electronics Co., Ltd., and Wisewheel Electronics Co., Ltd.two direct customers each accounted for 10% or more of our net revenue in fiscal 2017.2022. During fiscal 2017,2022, we had onefour OEM customercustomers that integratesintegrated our discrete display products into its mobiletheir products and that representedrepresenting approximately 24%34% of our revenue; we sold to that customerthese customers primarily indirectly through multiple distributors. Significant reductions in sales to our largest customers, the loss of other major customers, or a general decrease in demand for our products within a short period of time could adversely affect our revenue, financial condition, and business.

We sell to contract manufacturers that serve our OEM customers. Any material delay, cancellation, or reduction of orders from any one or more of these contract manufacturers or the OEMs they serve could harm our business, financial condition, and operating results. The adverse effect wouldcould be more substantial if our other customers do not increase their orders or if we are unsuccessful in generating orders for our solutions with new customers. Many of these contract manufacturers sell to the same OEMs, and therefore our concentration with certain OEMs may be higher than with any individual contract manufacturer. Concentration in our customer base may make fluctuations in revenue and earnings more severe and make business planning more difficult.

We are exposed to industry downturns and cyclicality in our target markets that may result in fluctuations in our operating results.

The consumer electronics industry has experienced significant economic downturns at various times. These downturns are characterized by diminished product demand, accelerated erosion of average selling prices, production overcapacity, and production overcapacity.increased inventory and credit risk. In addition, the consumer electronics industry is cyclical in nature. We seek to reduce our exposure to industry downturns and cyclicality by providing design and production services for leading companies in rapidly expanding industry segments. We may, however, experience substantial period-to-period fluctuations in future operating results because of general industry conditions or events occurring in the general economy.

1716


We cannot assure you that our human interface businessproduct solutions for new markets will be successful or that we will be able to continue to generate significant revenue from these markets.

Our product solutions may not be successful in new markets despite the fact that these product solutions are capable of enabling people to interact more easily and intuitively with a wide variety of mobile computing, communication, entertainment, automotive and electronic devices in addition to notebook computers and smartphones.

markets. Various target markets for our interfaceproduct solutions, such as automotive touchscreens, and IoT, may develop slower than anticipated or could utilize competing technologies. The markets for certain of these products depend in part upon the continued development and deployment of wireless and other technologies, which may or may not address the needs of the users of these products.

Our ability to generate significant revenue from new markets will depend on various factors, including the following:

the development and growth of these markets;

the ability of our technologies and product solutions to address the needs of these markets, the price and performance requirements of OEMs, and the preferences of end users; and

our ability to provide OEMs with human interface solutions that provide advantages in terms of size, power consumption, reliability, durability, performance, and value-added features compared with alternative solutions.

Many manufacturers of these products have well-established relationships with competitive suppliers. Our ongoing success in these markets will require us to offer better performance alternatives to other solutions at competitive costs. The failure of any of these target markets to develop as we expect, or our failure to serve these markets to a significant extent, will impede our sales growth and could result in substantially reduced earnings and a restructuring of our operations. We cannot predict the size or growth rate of these markets or the market share we will achieve or maintain in these markets in the future.

If we fail to maintain and build relationships with our customers, or our customers’ products whichthat utilize our human interface solutions do not gain widespread market acceptance, our revenue may stagnate or decline.

We do not sell any products to end users and we do not control or influence the manufacture, promotion, distribution, or pricing of the products that incorporate our human interface solutions. Instead, we design various human interface solutions that our OEM customers incorporate into their products, and we depend on such OEM customers to successfully manufacture and distribute products incorporating our solutions and to generate consumer demand through marketing and promotional activities. As a result of this, our success depends almost entirely upon the widespread market acceptance of our OEM customers’ products that incorporate our human interface solutions. Even if our technologies successfully meet our customers' price and performance goals, our sales wouldcould decline or fail to develop if our customers do not achieve commercial success in selling their products that incorporate our human interface solutions.

We must maintain our relationships with our existing customers particularly with the leading notebook computer OEMs, and expand our relationships with smartphone and tablet OEMs.OEMs in new markets. Our customers generally do not provide us with firm, long-term volume purchase commitments, opting instead to issue purchase orders that they can cancel, reduce, or delay, subject to certain limitations. In order to meet the expectations of our customers, we must provide innovative human interface solutions on a timely and cost-effective basis. This requires us to match our design and production capacity with customer demand, maintain satisfactory delivery schedules, and meet performance goals. If we are unable to achieve these goals for any reason, our sales may decline or fail to develop, which would result in decreasing revenue.

In addition to maintaining and expanding our customer relationships, we must also identify areas of significant growth potential in other markets, establish relationships with OEMs in those markets, and assist those OEMs in developing products that incorporate our human interface product solutions. Our failure to identify potential growth opportunities particularly in the smartphone and the tablet market, the PC product applications market, ormarkets in which we operate, particularly in the IoT market, or our failure to establish and maintain relationships with OEMs in those markets, would prevent our business from growing in those markets.

Risks Related to Our Supply Chain

We depend on third parties to maintain satisfactory manufacturing yields and delivery schedules, and their inability to do so could increase our costs, disrupt our supply chain, and result in our inability to deliver our products, which would adversely affect our operating results.

We depend on our contract manufacturers and semiconductor fabricators to maintain high levels of productivity and satisfactory delivery schedules at manufacturing and assembly facilities located primarily in China, Taiwan, and Thailand.  

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Asia. We provide our contract manufacturers with six-month rolling forecasts of our production requirements. We generally do not, however, have long-term agreements with our contract manufacturers that guarantee production capacity, prices, lead times, or delivery schedules. In our fiscal 2022, we faced manufacturing capacity constraints as a result of the supply constraints and capacity shortages

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affecting the global semiconductor industry that materially limited our ability to meet our customers’ demand forecasts, thereby limiting our potential revenue growth during the fiscal year. As a result of the supply shortages, we have entered into long-term capacity and pricing agreements with certain of our suppliers. If end customer demand declines, these long-term capacity agreements could result in significant write-downs of inventory. On occasion, customers require rapid increases in production, which can strain our resources and reduce our margins. Although we have been able to obtain increased production capacity from our third-party contract manufacturers in the past, there is no guarantee that our contract manufacturers will be able to increase production capacity to enable us to meet our customer demands in the future. Our contract manufacturers also serve other customers, a number of which have greater production requirements than we do. As a result, our contract manufacturers could determine to prioritize production capacity for other customers or reduce or eliminate deliveries to us on short notice.

Qualifying new contract manufacturers, and specifically semiconductor foundries, is time consuming and might result in unforeseen manufacturing and operations problems. We may also encounter lower manufacturing yields and longer delivery schedules in commencing volume production of new products that we introduce, which could increase our costs or disrupt our supply of such products. The loss of relationships with our contract manufacturers or assemblers, or their inability to conduct their manufacturing and assembly services for us as anticipated in terms of capacity, cost, quality, and timeliness could adversely affect our ability to fill customer orders in accordance with required delivery, quality, and performance requirements, and adversely affect our operating results.

Shortages of components and materials may delay or reduce our sales and increase our costs, thereby harming our operating results.

The inability to obtain sufficient quantities of components and other materials necessary for the production of our products could result in reduced or delayed sales or lost orders. Many of the materials used in the production of our products are available only from a limited number of foreign suppliers, particularly suppliers located in Asia. In most cases, neither we nor our contract manufacturers have long-term supply contracts with these suppliers. As a result, we are subject to increased costs, supply interruptions, and difficulties in obtaining materials. Our customers also may encounter difficulties or increased costs in obtaining the materials necessary to produce their products into which our product solutions are incorporated. Supply shortages in our fiscal 2022 have resulted in increased product costs, not all of which we passed on to our customers. Future shortages of materials and components, including potential supply constraints of silicon, could cause delayed shipments and customer dissatisfaction, which may result in lower revenue.

Risks Related to Product Development

We are subject to lengthy development periods and product acceptance cycles, which can result in development and engineering costs without any future revenue.

We provide human interface solutions that are incorporated by OEMs into the products they sell. OEMs make the determination during their product development programs whether to incorporate our solutions or pursue other alternatives. This process requires us to make significant investments of time and resources in the design of human interface solutions for our OEMs’ products well before our customers introduce their products incorporating our interface solutions into the market, and before we can be sure that we will generate any significant sales to our customers or even recover our investment. During a customer’s entire product development process, we face the risk that our interfaces will fail to meet our customer’s technical, performance, or cost requirements, or that our products will be replaced by competitive products or alternative technological solutions. Even if we complete our design process in a manner satisfactory to our customer, the customer may delay or terminate its product development efforts. The occurrence of any of these events could cause sales to not materialize, be deferred, or be cancelled, which wouldcould adversely affect our operating results.

We face intense competition that could result in our losing or failing to gain market share and suffering reduced revenue.

We serve intensely competitive markets that are characterized by price erosion, rapid technological change, and competition from major domestic and international companies. This intense competition could result in pricing pressures, lower sales, reduced margins, and lower market share. Depressed economic conditions, a slowdown in the PC, mobile or IoT product applications markets in which we operate, the emergence of new products not including our product solutions, rapid changes in the smartphone or IoT markets in which we operate, and competitive pressures may result in lower demand for our product solutions and reduced unit margins.

Any movement away from high-quality, custom designed, feature-rich human interface solutions to lower priced alternatives would adversely affect our business.  18


Some of our competitors particularly in the markets for mobile product applications and other electronic devices, have greater market recognition, larger customer bases, and substantially greater financial, technical, marketing, distribution, and other resources than we possess and that afford them greater competitive advantages. As a result, they may be able to devote greater resources to the promotion and sale of products, negotiate lower prices for raw materials and components, deliver competitive products at lower prices, and introduce new product solutions and respond to customer requirements more quickly than we can. Our competitive position could suffer if one or more of our

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customers determine not to utilize our custom engineered, total solutions approach and instead, decide to design and manufacture their own interfaces, contract with our competitors, or use alternative technologies.

Our ability to compete successfully depends on a number of factors, both within and outside our control.  These factors include the following:

our success in designing and introducing new human interface solutions, including those implementing new technologies;

our ability to predict the evolving needs of our customers and to assist them in incorporating our technologies into their new and existing products;

our ability to meet our customers’ requirements for low power consumption, ease of use, reliability, durability, and small form factor;

our ability to meet our customers’ price and performance requirements;

the quality of our customer service and support;

the rate at which customers incorporate our human interface solutions into their own products;

product or technology introductions by our competitors; and

foreign currency fluctuations, which may cause a foreign competitor’s products to be priced significantly lower than our product solutions.

If we do not keep pace with technological innovations, our products may not remain competitive and our revenue and operating results may suffer.

We operate in rapidly changing, highly competitive markets. Technological advances, the introduction of new products and new design techniques could adversely affect our business unless we are able to adapt to changing conditions. Technological advances could render our solutions less competitive or obsolete, and we may not be able to respond effectively to the technological requirements of evolving markets. Therefore, we willmay be required to expend substantial funds for and commit significant resources to enhancing and developing new technology, which may include purchasing advanced design tools and test equipment, hiring additional highly qualified engineering and other technical personnel, and continuing and expanding research and development activities on existing and potential human interface solutions.

Our research and development efforts with respect to new technologies may not result in customer or market acceptance. Some or all of those technologies may not successfully make the transition from the research and development stage to cost-effective production as a result of technology problems, competitive cost issues, yield problems, and other factors. Even if we successfully complete a research and development effort with respect to a particular technology, our customers may decide not to introduce or may terminate products utilizing the technology for a variety of reasons, including difficulties with other suppliers of components for the products, superior technologies developed by our competitors and unfavorable comparisons of our solutions with these technologies, price considerations and lack of anticipated or actual market demand for the products.

Our business could be harmed if we are unable to develop and utilize new technologies that address the needs of our customers, or our competitors or customers develop and utilize new technologies more effectively or more quickly than we can. Any investments made to enhance or develop new technologies that are not successful could have an adverse effect on our net revenue and operating results.

We may not be able to enhance our existing product solutions and develop new product solutions in a timely manner.

Our future operating results will depend to a significant extent on our ability to continue to provide new human interface solutions that compare favorably with alternative solutions on the basis of time to introduction, cost, performance, and end user preferences. Our success in maintaining existing customers, and attracting new customers, and developing new business depends on various factors, including the following:

innovative development of new solutions for customer products;

utilization of advances in technology;

maintenance of quality standards;

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performance advantages;

performance advantages;

efficient and cost-effective solutions; and

timely completion of the design and introduction of new human interface solutions.

Our inability to enhance our existing product solutions and develop new product solutions on a timely basis could harm our operating results and impede our growth.

Additionally,If we become subject to product returns or claims resulting from defects in our human interface solutions are designed to integrate touch, handwriting, visionproducts, we may incur significant costs resulting in a decrease in revenue.

We develop complex products in an evolving marketplace and voice capabilities.  New computing and communications devices could be developed that callgenerally warrant our products for a different interface solution.  Existing devicesperiod of 12 months from the date of delivery. Despite testing by us and our customers, defects may be found in existing or new products. Synaptics handles product quality matters sustainably by working on a one-on-one basis with our customers. We have never formally recalled a product or had a mass defect that affected an entire product line. Nevertheless, manufacturing errors or product

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defects could alsoresult in a delay in recognition or loss of revenue, loss of market share, or failure to achieve market acceptance. Additionally, defects could result in financial or other damages to our customers, causing us to incur significant warranty, support, and repair costs, and diverting the attention of our engineering personnel from key product development efforts.

We must finance the growth of our business and the development of new products, which could have an adverse effect on our operating results.

To remain competitive, we must continue to make significant investments in research and development, marketing, and business development. Our failure to sufficiently increase our net revenue to offset these increased costs would adversely affect our operating results.

From time to time, we may seek additional equity or debt financing to provide for funds required to expand our business, including through acquisitions. We cannot predict the timing or amount of any such requirements at this time. If such financing is not available to us on satisfactory terms, we may be modifiedunable to allow forexpand our business or to develop new business at the rate desired and our operating results may suffer. If obtained, the financing itself carries risks including the following: (i) debt financing increases expenses and must be repaid regardless of operating results; and (ii) equity financing, including the issuance of convertible notes or additional shares in connection with acquisitions, could result in dilution to existing stockholders and could adversely affect the price of our common stock.

Risks Related to International Sales and Operations

Changes to import, export and economic sanction laws may expose us to liability, increase our costs and adversely affect our operating results.

As a different interface solution.  Our businessglobal company headquartered in the U.S., we are subject to U.S. laws and regulations, including import, export, and economic sanction laws. These laws may include prohibitions on the sale or supply of certain products to embargoed or sanctioned countries, regions, governments, persons, and entities, may require an export license prior to the export of the controlled item, or may otherwise limit and restrict the export of certain products and technologies. Many of our customers, suppliers and contract manufacturers are foreign companies or have significant foreign operations. The imposition of new or additional economic and trade sanctions against our major customers, suppliers or contract manufacturers could be harmed ifresult in our products become noncompetitive asinability to sell to, and generate revenue from such customer, supplier, or contract manufacturer. As a result of restrictive export laws, our customers may also develop their own solutions to replace our products or seek to obtain a technological breakthroughgreater supply of similar or substitute products from our competitors that allowsare not subject to these restrictions, which could material and adversely affect our business and operating results.

In addition, compliance with additional export regulations may result in increased costs to the company. Although we have an export compliance program, maintaining and adapting our export controls program to new and shifting regulations is expensive, time-consuming and requires significant management attention. Failure to comply with trade or economic sanctions could subject the company to legal liabilities and fines from the U.S. government. We must also comply with export restrictions and laws imposed by other countries affecting trade and investments. Although these restrictions and laws have not materially restricted our operations in the recent past, there is a new interface solutionsignificant risk that they could do so in the future, which would materially and adversely affect our business and operating results.

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Changes to displaceinternational trade policy and rising concerns of international tariffs, including tariffs applied to goods traded between the U.S. and China, could materially and adversely affect our solutionsbusiness and achieve significant market acceptance.results of operations.

Many of the materials used in the production of our products are available only from a limited number of foreign suppliers, particularly suppliers located in Asia. The imposition of tariffs against foreign imports of certain materials could make it more difficult or expensive for us or our OEMs to obtain sufficient quantities of components and other materials necessary for the production of our products or products which incorporate our product solutions. Any interruptions to supply could result in delay or cancellation of our products, which could adversely affect our business and operating results.

In addition, the institution of trade tariffs both globally and between the U.S. and China carry the risk that China’s overall economic condition may be negatively affected, which could affect our China operations, including the manufacturing operations on which we rely in China. Further, imposition of tariffs could cause a decrease in the sales of our products to customers located in China or to our OEMs selling to customers in China, which could impact our business, revenue, and operating results.

International sales and manufacturing risks could adversely affect our operating results.

Our manufacturing and assembly operations are primarily conducted in Taiwan, China, Taiwan, and ThailandKorea by contract manufacturers and semiconductor fabricators. We have sales and logistics operations in Hong Kong, and sales and engineering design support operations in Armenia, China, France, Germany, India, Israel, Japan, Korea, Poland, Switzerland, Taiwan, and Taiwan.the U.K. These international operations expose us to various economic, political, regulatory, and other risks that could adversely affect our operations and operating results, including the following:

difficulties and costs of staffing and managing a multinational organization;

unexpected changes in regulatory requirements;

differing labor regulations;

differing environmental laws and regulations, including in response to climate change;

potentially adverse tax consequences;

tariffs, duties and other trade barrier restrictions;

changes to export or import compliance laws;

possible employee turnover or labor unrest;

greater difficulty in collecting accounts receivable;

the burdens and costs of compliance with a variety of foreign laws;

the volatility of currency exchange rates;

potentially reduced protection for intellectual property rights;

political or economic instability in certain parts of the world; and

natural disasters, including earthquakes or tsunamis.

If any of these risks associated with international operations materialize, our operations could significantly increase in cost or be disrupted, which would negatively affect our revenue and operating results.

Our operating results could be adversely affected by fluctuations in the value of the U.S. dollar against foreign currencies.

We transact business predominantly in U.S. dollars, and we invoice and collect our sales in U.S. dollars. A weakening of the U.S. dollar could cause our overseas vendors to require renegotiation of either the prices or currency we pay for their goods and services. In the future, customers may negotiate pricing and make payments in non-U.S. currencies. For fiscal 2017,2022, approximately 9%13% of our costs were denominated in non-U.S. currencies, including Armenian dram,British pounds, Canadian dollars, European Union euro, Hong Kong dollars, Indian rupee, New Taiwan dollars, Japanese yen, Korean won, Chinese yuan, Polish zloty, Israeli New Shekel, and Swiss francs.

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If our overseas vendors or customers require us to transact business in non-U.S. currencies, fluctuations in foreign currency exchange rates could affect our cost of goods, operating expenses, and operating margins, and could result in exchange losses. In addition, currency devaluation could result in a loss to us if we hold deposits of that currency. Hedging foreign currencies can be difficult, especially if the currency is not freely traded. We cannot predict the impact of future exchange rate fluctuations on our operating results.

If we failRisks Related to manage our growth effectively, our infrastructure, management, and resources could be strained, our ability to effectively manage our business could be diminished, and our operating results could suffer.Our Employees

The failure to manage our planned growth effectively could strain our resources, which would impede our ability to increase revenue.  We have increased the number of our human interface solutions and plan to further expand the number and diversity of our solutions and their use in the future.  Our ability to manage our planned diversification and growth effectively will require us to:

successfully hire, train, retain, and motivate additional employees, including employees outside the United States;

efficiently plan and expand our facilities to meet increased headcount requirements;

enhance our global operational, financial, and management infrastructure; and

expand our development and production capacity.

In connection with the expansion and diversification of our product and customer base, we may increase our personnel and make other expenditures to meet demand for our expanding product offerings, including offerings in the mobile product applications market, the notebook computer market, and the IoT market.  Any increase in expenses or investments in infrastructure and facilities in anticipation of future orders that do not materialize would adversely affect our profitability.  Our customers also may require rapid increases in design and production services that place an excessive short-term burden on our resources and the resources of our contract manufacturers.  An inability to quickly expand our development, design or production capacity or an inability of our third-party manufacturers to quickly expand development, design or production capacity to meet this customer demand could result in a decrease to our revenue or operating results. If we cannot manage our growth effectively, our business and operating results could suffer.

We depend on key personnel who would be difficult to replace, and our business will likely be harmed if we lose their services or cannot hire additional qualified personnel.

Our success depends substantially on the efforts and abilities of our senior management and other key personnel. The competition for qualified management and key personnel, especially engineers, is intense. Although we maintain noncompetition and nondisclosure covenants with most of our key personnel, and our key executives have change of control severance agreements, we do not have employment agreements with many of them. The loss of services of one or more of our key employees or the inability to hire, train, and retain key personnel, especially engineers and technical support personnel, and capable sales and customer-support employees outside the United States,U.S., could delay the development and sale of our products, disrupt our business, and interfere with our ability to execute our business plan.

If we are unable to obtain stockholder approval of share-based compensation award programs or additional shares for such programs, we could be at a competitive disadvantage in the marketplace for qualified personnel or may be required to increase the cash element of our compensation program.

Competition for qualified personnel in our industry is extremely intense, particularly for engineering and other technical personnel. Our compensation program, which includes cash and share-based compensation award components, has been instrumental in attracting, hiring, motivating, and retaining qualified personnel. Our success depends on our continued ability to use our share-based compensation programs to effectively compete for engineering and other technical personnel and professional talent without significantly increasing cash compensation costs. In the future, if we are unable to obtain stockholder approval of our share-based compensation programs or additional shares for such programs, we could be at a competitive disadvantage in the marketplace for qualified personnel or we may be required to increase the cash elements of our compensation program to account for this disadvantage.

Risks Related to Our Intellectual Property

Our ability to compete successfully and continue growing as a company depends on our ability to adequately protect our proprietary technology and confidential information.

We protect our proprietary technology and confidential information through the use of patents, trade secrets, trademarks, copyrights, confidentiality agreements and other contractual provisions. The process of seeking patent protection is lengthy and expensive. Further, there can be no assurance that even if a patent is issued, that it will not be challenged, invalidated, or circumvented, or that the rights granted under the patents will provide us with meaningful protection or any commercial advantage.

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We have not applied for, and do not have, any copyright registration on our technologies or products.  We have applied to register certain of our trademarks in the United States and other countries. There can be no assurance that we will obtain registrations of principal or other trademarks in key markets. Failure to obtain trademark registrations could compromise our ability to fully protect our trademarks and brands and could increase the risk of challenge from third parties to our use of our trademarks and brands. Effective intellectual property protection may be unavailable or limited in some foreign countries in which we operate. In particular, the validity, enforceability and scope of protection of intellectual property in China, where we derive a significant portion of our net sales, and certain other countries where we derive net sales, are still evolving and historically, have not protected and may not protect in the future, intellectual property rights to the same extent as laws developed in the United States.U.S.

We do not consistently rely on written agreements with our customers, suppliers, manufacturers, and other recipients of our technologies and products and therefore, some trade secret protection may be lost and our ability to enforce our intellectual property rights may be limited. Confidentiality and non-disclosure agreements whichthat are in place may not be adequate to protect our proprietary technologies or may be breached by other parties. Additionally, our customers, suppliers, manufacturers, and other recipients of our technologies and products may seek to use our technologies and products without appropriate limitations. In the past, we did not consistently require our employees and consultants to enter into confidentiality, employment, or proprietary information and invention assignment agreements. Therefore, our former employees and consultants may try to claim some ownership interest in our technologies and products or may use our technologies and products competitively and without appropriate limitations. Unauthorized parties may attempt to copy or otherwise use aspects of our technologies and

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products that we regard as proprietary. Other companies, including our competitors, may independently develop technologies that are similar or superior to our technologies, duplicate our technologies, or design around our patents. If our intellectual property protection is insufficient to protect our intellectual property rights, we could face increased competition in the markets for our technologies and products.

We may pursue, and from time to time defend, litigation to enforce our intellectual property rights, to protect our trade secrets, and to determine the validity and scope of the proprietary rights of others. These litigations,Litigation whether successful or unsuccessful, could result in substantial costs and diversion of resources, which could have a material adverse effect on our business, financial condition, and operating results.

Any claims that our technologies infringe the intellectual property rights of third parties could result in significant costs and have a material adverse effect on our business.

We cannot be certain that our technologies and products do not and will not infringe issued patents or other third partythird-party proprietary rights. Any claims, with or without merit, could result in significant litigation costs and diversion of resources, including the attention of management, and could require us to enter into royalty or licensing agreements, any of which could have a material adverse effect on our business. There can be no assurance that such licenses could be obtained on commercially reasonable terms, if at all, or that the terms of any offered licenses would be acceptable to us. We may also have to pay substantial damages to third parties or indemnify customers or licensees for damages they suffer if the products they purchase from us or the technology they license from us violates any third partythird-party intellectual property rights. An adverse determination in a judicial or administrative proceeding, or a failure to obtain necessary licenses to use such third-party technology could prevent us from manufacturing, using, or selling certain of our products, and there is no guarantee that we will be able to develop or acquire alternate non-infringing technology.

In addition, we license certain technology used in and for our products from third parties. These third-party licenses are granted with restrictions, and there can be no assurances that such third-party technology will remain available to us on commercially acceptable terms.

If third-party technology currently utilized in our products is no longer available to us on commercially acceptable terms, or if any third-party initiates litigation against us for alleged infringement of their proprietary rights, we may not be able to sell certain of our products and we could incur significant costs in defending against litigation or attempting to develop or acquire alternate non-infringing products, which would have an adverse effect on our operating results.

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If we become subjectRisks Related to product returns or claims resulting from defects in our products, we may incur significant costs resulting in a decrease in revenue.Acquisitions

We develop complex products in an evolving marketplace and generally warrant our products for a period of 12 months from the date of delivery.  Despite testing by us and our customers, defects may be found in existing or new products.  Manufacturing errors or product defects could result in a delay in recognition or loss of revenue, loss of market share, or failure to achieve market acceptance.  Additionally, defects could result in financial or other damages to our customers, causing us to incur significant warranty, support, and repair costs, and diverting the attention of our engineering personnel from key product development efforts.

Any acquisitions that we undertake could be difficult to integrate, disrupt our business, dilute stockholder value, and harm our operating results.

We expect to continue to pursue opportunities to acquire other businesses and technologies in order to complement our current human interface solutions, expand the breadth of our markets, enhance our technical capabilities, or otherwise create growth opportunities. We cannot accurately predict the timing, size, and success of any currently planned or future acquisitions. We may be unable to identify suitable acquisition candidates or to complete the acquisitions of candidates that we identify. Increased competition for acquisition candidates or increased asking prices by acquisition candidates may increase purchase prices for acquisitions to levels beyond our financial capability or to levels that would not result in the returns required by our acquisition criteria. Acquisitions may also become more difficult in the future as we or others acquire the most attractive candidates. Unforeseen expenses, difficulties, and delays frequently encountered in connection with rapid expansion through acquisitions could inhibit our growth and negatively impact our operating results. If we make any future acquisitions, we could issue stock that would dilute existing stockholders' percentage ownership, incur substantial debt, assume contingent liabilities, or experience higher operating expenses.

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We may be unable to effectively complete an integration of the management, operations, facilities, and accounting and information systems of acquired businesses with our own; efficiently manage, combine or restructure the operations of the acquired businesses with our operations; achieve our operating, growth, and performance goals for acquired businesses; achieve additional revenue as a result of our expanded operations; or achieve operating efficiencies or otherwise realize cost savings as a result of anticipated acquisition synergies. The integration of acquired businesses involves numerous risks, including the following:

the potential disruption of our core business;

the potential strain on our financial and managerial controls, reporting systems and procedures;

potential unknown liabilities associated with the acquired business;

costs relating to liabilities which we agree to assume;

unanticipated costs associated with the acquisition;

diversion of management’s attention from our core business;

problems assimilating the purchased operations, technologies, or products;

risks associated with entering markets and businesses in which we have little or no prior experience;

failure of acquired businesses to achieve expected results;

adverse effects on existing business relationships with suppliers and customers;

failure to retain key customers, suppliers, or personnel of acquired businesses;

the risk of impairment charges related to potential write-downs of acquired assets; and

the potential inability to create uniform standards, controls, procedures, policies, and information systems.

We cannot assure you that we would be successful in overcoming problems encountered in connection with any acquisitions, and our inability to do so could disrupt our operations, result in goodwill or intangible asset impairment charges, and adversely affect our business.

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Potential strategic alliances may not achieve their objectives, and the failure to do so could impede our growth.

We have entered, and we anticipate that we will continue to enter, into strategic alliances. We continually explore strategic alliances designed to enhance or complement our technology or to work in conjunction with our technology; to provide necessary know-how, components, or supplies; and to develop, introduce, and distribute products utilizing our technology. Certain strategic alliances may not achieve their intended objectives, and parties to our strategic alliances may not perform as contemplated. The failure of these alliances to achieve their objectives may impede our ability to introduce new products and enter new markets.

We must financemay incur material environmental liabilities as a result of prior operations at an acquired company.

In connection with our acquisition in July 2017 of Conexant Systems, we agreed to assume certain environmental liabilities, including remediation of environmental impacts at a property formerly owned and operated by Conexant (the “Conexant Site”) and for potential future claims alleging personal injury or property damage related to the growthenvironmental impacts at and about the Conexant Site. We continue to incur costs to investigate and remediate the Conexant Site’s environmental impacts, and we are at risk for future personal injury and property damage claims related to the Conexant Site. Various federal, state, and local authorities regulate the release of hazardous substances into the environment and can impose substantial fines if our businessremediation efforts at or about the Conexant Site fail or are deemed inadequate. In addition, changes in laws, regulations and enforcement policies, the developmentdiscovery of previously unknown contamination at the Conexant Site, the implementation of new products, whichtechnology at the Conexant Site, or the establishment or imposition of stricter federal, state, or local cleanup standards or requirements with respect to the Conexant Site could require us to incur additional costs in the future that could have an adversea negative effect on our operating results.financial condition or results of operations.

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Risks Factors Related to make significant investments in research and development, marketing, and business development.  Our failure to sufficiently increase our net revenue to offset these increased costs would adversely affect our operating results.Indebtedness

From time to time, we may seek additional equity or debt financing to provide for funds required to expand our business, including through acquisitions.  We cannot predict the timing or amount of any such requirements at this time.  If such financing is not available on satisfactory terms, we may be unable to expand our business or to develop new business at the rate desired and our operating results may suffer.  If obtained, the financing itself carries risks including the following:  (i) debt financing increases expenses and must be repaid regardless of operating results; and (ii) equity financing, including the issuance of convertible notes or additional shares in connection with acquisitions, could result in dilution to existing stockholders and could adversely affect the price of our common stock.

Transactions relating to our Convertible Notes may dilute the ownership interest of our stockholders, or may otherwise depress the price of our common stock.

The conversion of some or all of our outstanding 0.50% Convertible Senior Notes due 2022 (the “Convertible Notes”) would dilute the ownership interests of existing stockholders to the extent we deliver shares upon conversion of any of such notes.  If the Convertible Notes become convertible under the terms of the indenture, and if holders subsequently elect to convert their notes, we could be required to deliver to them a significant number of shares of our common stock. Any sales in the public market of the common stock issuable upon such conversion could adversely affect prevailing market prices of our common stock. In addition, the existence of the Convertible Notes may encourage short selling by market participants because the conversion of such notes could be used to satisfy short positions. Additionally, anticipated conversion of such notes into shares of our common stock could depress the price of our common stock.

Our indebtedness could adversely affect our financial condition or operating flexibility and prevent us from fulfilling our obligations outstanding under our credit agreement, our 4.000% senior notes due 2029, or the ConvertibleSenior Notes, and other indebtedness we may incur from time to time.

AsOn March 11, 2021, we completed the offering of June 24, 2017, our total outstanding long-term indebtedness was $220.0the Senior Notes in the aggregate principal amount of $400.0 million, which represented currentwith a corresponding amendment and long-term debt outstanding underrestatement of our credit agreement, (which we refer to herein,or as amended and supplemented, as the “Credit Agreement”)Credit Agreement, with the lenders party thereto, or the Lenders, and Wells Fargo Bank, National Association, or the Administrative Agent, as administrative agent for the Lenders. On June 26, 2017, we completed the offeringThe Senior Notes include a mandatory semi-annual payment of the Convertible Notes in the aggregate principal amount of $525.0 million, of which $220.0 million of the net proceeds therefrom were used to repay the amounts outstanding under the Credit Agreement, with a corresponding reduction of revolver commitments under the Credit Agreement to $250.0 million, none of which was outstanding as of June 26, 2017.4.000% coupon. We are permitted under the indenture governing our ConvertibleSenior Notes and the Credit Agreement to incur additional debt under certain conditions, including additional secured debt. If new debt were to be incurred in the future, the related risks that we now face could intensify.

Our level of indebtedness could have important consequences on our future operations, including:

making it more difficult for us to satisfy our payment and other obligations under the Convertible Notes, the Credit Agreement, or our other outstanding debt from time to time;

risking an event of default if we fail to comply with the financial and other covenants contained in the Convertible Notes indenture or the Credit Agreement, which could result in the Convertible Notes or any

risking an event of default if we fail to comply with the financial and other covenants contained in the Notes indenture or the Credit Agreement, which could result in the Senior Notes or any outstanding bank debt becoming immediately due and payable and could permit the lenders under the Credit Agreement to foreclose on the assets securing such bank debt;

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outstanding bank debt becoming immediately due and payable and could permit the lenders under the Credit Agreement to foreclose on the assets securing such bank debt;

subjecting us to the risk of increased sensitivity to interest rate increases on our debt with variable interest rates, including the debt that we may incur under the Credit Agreement;

the London interbank offered rate, or LIBOR, index is expected to be discontinued at the end of June 2023 and the replacement rate could be more volatile or more costly, resulting in a higher cost of borrowing under our Credit Agreement;

reducing the availability of our cash flows to fund working capital, capital expenditures, acquisitions and other general corporate purposes, and limiting our ability to obtain additional financing for these purposes;

limiting our flexibility in planning for, or reacting to, and increasing our vulnerability to, changes in our business, the industry in which we operate and the general economy; and

placing us at a competitive disadvantage compared to our competitors that have less debt or are less leveraged.

Our business may not generate sufficient cash flow from operations and future borrowings may not be available to us under the Credit Agreement, the indenture governing the ConvertibleSenior Notes or otherwise in an amount sufficient to enable us to pay our debt or to fund our other liquidity needs.

The accounting method for convertible debt securities that may be settled in cash, such as the notes, could have a material effect on our reported financial results.

In May 2008, the Financial Accounting Standards Board, or FASB, issued ASC 470-20, Debt with Conversion and Other Options. Under ASC 470-20, companies are required to separately account for the liability and equity components of convertible debt instruments that may be settled entirely or partially in cash upon conversion in a manner that reflects the issuer’s economic interest cost. The equity component of our Convertible Notes is required to be included in the additional paid-in capital section of stockholders’ equity on our consolidated balance sheet, and the value of the equity component would be treated as an original issue discount for purposes of accounting for the debt component of the notes. As a result, we will be required to record a greater amount of non-cash interest expense in current periods presented as a result of the amortization of the discounted carrying value of the notes to their face amount over the term of the notes. ASC 470-20 requires interest to include both the current period’s amortization of the debt discount and the instrument’s coupon interest, which could adversely affect our reported or future financial results, the trading price of our common stock and the trading price of the notes. In addition, under certain circumstances, the convertible debt instruments that may be settled entirely or partly in cash will be accounted for utilizing the treasury stock method beginning in the first quarter of fiscal 2018, the effect of which is that the shares issuable upon conversion of the notes are not included in the calculation of diluted earnings per share except to the extent that the conversion value of the notes exceeds their principal amount. Under the treasury stock method, for diluted earnings per share purposes, the transaction is accounted for as if the number of shares of common stock that would be necessary to settle such excess, if we elected to settle such excess in shares, are issued. We cannot be sure that the accounting standards in the future will continue to permit the use of the treasury stock method. If we are unable to use the treasury stock method in accounting for the shares issuable upon conversion of the notes, then our diluted earnings per share would be adversely affected.

26


The covenants in the Credit Agreement and Senior Notes impose restrictions that may limit our operating and financial flexibility.

The Credit Agreement includes certain covenants that limit (subject to certain exceptions) our ability to, among other things: (i) incur or guarantee additional indebtedness; (ii) incur or suffer to exist liens securing indebtedness; (iii) make investments; (iv) consolidate, merge or transfer all or substantially all of our assets; (v) sell assets; (vi) pay dividends or other distributions on, redeem or repurchase capital stock; (vii) enter into transactions with affiliates; (viii) amend, modify, prepay or redeem subordinated indebtedness; (ix) enter into certain restrictive agreements; and (x) engage in a new line of business; and (xi) enter into sale leaseback transactions.business. In addition, the Credit Agreement contains financial covenants that (i) restrict the amount of capital expenditures that may be made in any fiscal year, (ii) require the ratio of the amount of our consolidated total indebtedness to consolidated EBITDA to be less than certain maximum ratio levels, and (iii)(ii) require the ratio of the amount of our consolidated EBITDA to consolidated interest expense to be greater than a certain minimum ratio level.

If we violate these covenants and are unable to obtain waivers, our debt under the Credit Agreement would be in default and could be accelerated, and could permit, in the case of secured debt, the lenders to foreclose on our assets securing the Credit Agreement. If the indebtedness is accelerated, we may not be able to repay our debt or borrow sufficient funds to refinance it. Even if we are able to obtain new financing, it may not be on commercially reasonable terms or on terms that are acceptable to us. If our debt is in default for any reason, our cash flows, results of operations or financial condition could be materially and adversely affected. In addition, complying with these covenants may also cause us to take actions that may make it more

25


difficult for us to successfully execute our business strategy and compete against companies that are not subject to such restrictions.

If we are unableGeneral Risk Factors

Our business, results of operations and financial condition (including liquidity) and prospects may be materially and adversely affected by health epidemics, including the COVID-19 pandemic.

Public health threats, such as COVID-19, influenza and other highly communicable diseases or viruses, outbreaks of which have from time to maintain effective internal control over our financial reporting, we may incur significant expenses to remediate internal control deficiencies, lose investor confidence and our share price may decline.

We are subject to rules adopted by the SEC, pursuant to Section 404time occurred in various parts of the Sarbanes-Oxley Act of 2002, or SOX,world in which requires us to include inwe operate could adversely impact our quarterly and annual reports on Forms 10-Q and 10-K, our management’s report on, and assessment ofoperations, as well as the effectivenessoperations of our internal control over financial reporting.  We have concluded that our internal control over financial reporting is effective, however, we need to maintain our existing processessuppliers and systemscustomers. Any of these public health threats and incorporate and adapt such processes and systems as our business grows and changes, including in connection with planned acquisitions. This continuous process of maintaining and adapting our internal controls and complying with SOX is expensive, time-consuming and requires significant management attention. We cannot be certain that we will be able to maintain adequate and effective internal controls over our, and our acquired companies’ financial processes and reporting and ensure compliance with SOX and SEC rules. Further, as we grow our company, including through acquisitions, our internal controls may become more complex and may require significantly more resources to ensure they remain effective.  Failure to comply with SOX and SEC rules, including a delay in or failure to successfully integrate new businesses into our internal control over financial reporting, a failure to implement required new or improved controls, or difficulties encountered in the implementation of such new or improved controls,related consequences could harmadversely affect our operating results or cause usand financial condition.

COVID-19 has spread rapidly and enveloped most of the world, causing a global public health crisis. In March 2020, the World Health Organization characterized the COVID-19 outbreak as a pandemic. Governments in affected countries continue to not meet our reporting obligations. If we or our auditors identify material weaknesses in our internal controls, the disclosure of that fact, even if quickly remedied, may cause investors to lose confidence in our consolidated financial statementsperiodically impose travel bans, quarantines, and the trading price of our common stock may decline. Remediation of a material weakness could require us to incur significant expense and expend significant management attention.  Failure to remedy any material weakness could result in inaccurate financial statements, an inability for the company to report our financial results on a timely and accurate basis, a loss in investor confidence, decline in the trading price of our common stock, restriction on access to worldwide capital markets, and sanctions or investigation by regulatory authorities, including the SEC or The NASDAQ Global Select Market.

27


Repatriation of our foreign earningsother emergency public health measures. In response to the United States or changesvirus, national and local governments in tax laws maynumerous countries around the world have implemented substantial lockdown measures. These restrictions, and prevention and mitigation measures, have had an adverse impact on global economic conditions, which could materially adversely affect our future reported tax rates and financial results oroperations. Uncertainties regarding the way we conduct our business.

We consider the undistributed operating earnings of certain foreign subsidiaries, which totaled approximately $699.5 million aseconomic impact of the endCOVID-19 outbreak have resulted in market turmoil, which could also negatively impact our business, financial condition, and cash flows.

These measures have impacted and may further impact our workforce and operations, the operations of fiscal 2017,our customers, and those of our respective vendors, suppliers, and partners. The disruptions to our operations caused by the COVID-19 outbreak may result in inefficiencies, delays and additional costs in our product development, sales, marketing, and customer service efforts that we cannot fully mitigate through remote or other alternative work arrangements. Also, some suppliers of materials used in the production of our products may be indefinitely investedlocated in areas more severely or repeatedly impacted by COVID-19 and its variants, which could limit our ability to obtain sufficient materials for our products. In addition, the severe global economic disruption caused by COVID-19 may cause our customers and end-users of our products to suffer significant economic hardship, which could result in decreased demand for our products in the future and materially adversely affect our business, operating results, financial condition (including liquidity) and prospects.

If we fail to manage our growth effectively, our infrastructure, management, and resources could be strained, our ability to effectively manage our business could be diminished, and our operating results could suffer.

The failure to manage our planned growth effectively could strain our resources, which would impede our ability to increase revenue. We have increased the number of our solutions in the past and may plan to further expand the number and diversity of our solutions and their use in the future. Our ability to manage our planned diversification and growth effectively will require us to:

successfully hire, train, retain, and motivate additional employees, including employees outside the United StatesU.S.;
efficiently plan, expand, or cost-effectively reduce our facilities to meet headcount requirements;
enhance our global operational, financial, and havemanagement infrastructure; and
expand our development and production capacity.

In connection with the expansion and diversification of our product and customer base, we may increase our personnel and make other expenditures to meet demand for our expanding product offerings, including offerings in the IoT market, the PC applications market, and the mobile product applications market. Any increase in expenses or investments in infrastructure and facilities in anticipation of future orders that do not provided for U.S. federalmaterialize would adversely affect our profitability. Our customers also may require rapid increases in design and state income taxesproduction services that may result from future remittances of these undistributed operating earnings.  Proposals to reform U.S. tax laws, including proposals that could reduce or eliminate the deferral of U.S. income taxplace an excessive short-term burden on our foreign subsidiaries’ undistributed earnings,resources and the resources of our contract manufacturers. An inability to quickly expand our development, design or production capacity or an inability of our third-party manufacturers to quickly expand development, design, or production capacity to meet this customer demand could require those earningsresult in a decrease to be taxed at the U.S. federal income tax rate.our revenue or operating results. If we do needcannot manage our growth effectively, our business and operating results could suffer.

26


We face risks associated with security breaches or cyberattacks.

We face risks associated with security breaches or cyberattacks of our computer systems or those of our third-party representatives, vendors, and service providers. Although we have implemented security procedures and controls to accessaddress these threats, our foreign subsidiaries’ undistributed earnings forsystems may still be vulnerable to data theft, computer viruses, programming errors, ransomware, and other attacks by third parties, or similar disruptive problems. If our domestic operations,systems, or systems owned by third parties affiliated with our company, were breached or attacked, the proprietary and confidential information of our company, our employees and our customers could be disclosed and we wouldmay be required to accrueincur substantial costs and pay U.S. taxesliabilities, including the following: liability for stolen assets or information; fines imposed on us by governmental authorities for failure to repatriate these funds, which would adversely impact our financial position and results of operations.  Additionally, if changes to taxcomply with privacy laws or Tax Court decisions invalidate existing tax lawsfor disclosure of any personally identifiable information as a part of such attack; costs of repairing damage to our systems; lost revenue and income resulting from any system downtime caused by such breach or regulations upon whichattack; loss of competitive advantage if our proprietary information is obtained by competitors as a result of such breach or attack; increased costs of cyber security protection; costs of incentives we may be required to offer to our customers or business partners to retain their business; damage to our reputation; and expenses to rectify the consequences of the security breach or cyberattack. In addition, any compromise of security from a security breach or cyberattack could deter customers or business partners from entering into transactions that involve providing confidential information to us. As a result, any compromise to the security of our systems could have relied, this could adversely impacta material adverse effect on our business, reputation, financial positioncondition, and results of operations.operating results.

If tax laws change in the jurisdictions in which we do business or if we receive a material tax assessment in connection with an examination of our income tax returns, our consolidated financial position, results of operations and cash flows could be adversely affected.

We are subject to U.S. federal, state, and foreign income taxes in the various jurisdictions in which we do business. In addition, we are required to pay U.S. federal taxes on the operating earnings of certain of our foreign subsidiaries. Our future effective tax rates and the value of our deferred tax assets could be adversely affected by changes in tax laws in those jurisdictions.the U.S. or in the foreign jurisdictions in which we operate. In addition, we are subject to the examination of our income tax returns by the tax authorities in the jurisdictions in which we do business. The calculation of tax liabilities involves significant judgment in estimating the impact of uncertainties in the application of highly complex tax laws. Our results have in the past, and could in the future, include favorable and unfavorable adjustments to our estimated tax liabilities in the period a determination of such estimated tax liability is made or resolved, upon the filing of an amended return, upon a change in facts, circumstances, or interpretation, or upon the expiration of a statute of limitation. While we believe we have adequately provided for reasonably foreseeable outcomes in connection with the resolution of income tax uncertainties, the resolution of these uncertainties in a manner inconsistent with our expectations could have a material impact on our consolidated financial position, result of operations, or cash flows.

We may incur material environmental liabilities as a result of prior operations at an acquired company.

In connection with our acquisition in July 2017 of Conexant Systems, LLC, we agreedare subject to assume certain environmental liabilities, including remediation of environmental impacts at a property formerly ownedgovernmental laws, regulations and operated by Conexant Systems, LLC, (the “Conexant Site”) and for potential future claims alleging personal injury or property damageother legal obligations related to the environmental impacts atprivacy and about the Conexant Site. data protection.

We continuecollect, use, and store personally identifiable information, or PII, as part of our business and operations. We are subject to incur costs to investigate and remediate the Conexant Site’s environmental impacts, and we are at risk for future personal injury and property damage claims related to the Conexant Site.  Various federal, state, and local authorities regulateinternational laws relating to the releasecollection, use, retention, security, and transfer of hazardous substances intoPII. The legislative and regulatory framework for privacy and data protection issues worldwide is rapidly evolving and is likely to remain uncertain for the environmentforeseeable future. The cost of complying with and can impose substantial finesimplementing these privacy-related and data governance measures could be significant as they may create additional burdensome security, business process, business record or data localization requirements. The theft, loss or misuse of PII collected, used, stored or transferred by us, our any inability, or perceived inability, to adequately address privacy and data protection concerns, even if unfounded, or our remediation efforts at or about the Conexant Site fail or are deemed inadequate.  In addition, changes infailure to comply with applicable laws, regulations, policies, industry standards, contractual obligations or other legal obligations, could result in additional cost and enforcement policies, the discovery of previously unknown contamination at the Conexant Site, the implementation of new technology at the Conexant Site, or the establishment or imposition of stricter federal state, or local cleanup standards or requirements with respectliability to the Conexant Site could require us, to incur additional costs in the future that would have a negative effect on our financial condition or results of operations.

We face risks associated with security breaches or cyber-attacks.

We face risks associated with security breaches or cyber-attacks of our computer systems or those of our third-party representatives, vendors, and service providers.  Although we have implemented security procedures and controls to address these threats, our systems may still be vulnerable to data theft, computer viruses, programming errors, attacks by third parties, or similar disruptive problems.  If our systems, or systems owned by third parties affiliated with our company, were breached or attacked, the proprietary and confidential information of our company and our customers could be disclosed and we may be required to incur substantial costs and liabilities, including the following:  liability for stolen assets or information; costs of repairing damage to our systems; lost revenue and income resulting from any system downtime caused by such breach or attack; loss of competitive advantage if our proprietary information is obtained by competitors as a result of such breach or attack; increased costs of cyber security protection; costs of incentives we may be required to offer to our customers or business partners to retain their business; damage to our reputation; and expenses to rectify the consequences of the security breach or cyber-attack.  In addition, any compromise of security from a security breach or cyber-attack could deter customers or business partners from entering into transactions that involve providing confidential information to us.  As a result, any

28


compromise to the security of our systemslitigation, which could have a materialan adverse effect on our business, reputation,operating results, cash flows, and financial condition, and operating results.condition.

If we are unable to obtain stockholder approval of additional shares for our share-based compensation award programs, we could be at a competitive disadvantage in the marketplace for qualified personnel or may be required to increase the cash element of our compensation program.

Competition for qualified personnel in our industry is extremely intense, particularly for engineering and other technical personnel.  Our compensation program, which includes cash and share-based compensation award components, has been instrumental in attracting, hiring, motivating, and retaining qualified personnel. Our success depends on our continued ability to use our share-based compensation programs to effectively compete for engineering and other technical personnel and professional talent without significantly increasing cash compensation costs.  In the future, if we are unable to obtain stockholder approval of additional shares for our share-based compensation award programs, we could be at a competitive disadvantage in the marketplace for qualified personnel or we may be required to increase the cash elements of our compensation program to account for this disadvantage.

The accounting requirements for income taxes on certain of our share-based compensation awards may subject our future quarterly and annual effective tax rates to volatility.

We recognize a tax benefit upon expensing nonqualified stock options and deferred stock units, or DSUs, issued under our share-based compensation plans.  However, under current accounting standards, we cannot recognize that tax benefit concurrent with expensing incentive stock options and employee stock purchase plan shares (qualified stock options) issued under our share-based compensation plans.  For qualified stock options that vested after our adoption of the applicable accounting standards, we recognize the tax benefit only in the period when disqualifying dispositions of the underlying stock occur and, for qualified stock options that vested prior to our adoption of the applicable accounting standards, the tax benefit is recorded directly to additional paid-in capital.  Accordingly, because we cannot recognize the tax benefit for share-based compensation expense associated with qualified stock options until the occurrence of future disqualifying dispositions of the underlying stock, such disqualified dispositions may happen in periods when our stock price substantially increases, and because a portion of that tax benefit may be directly recorded to additional paid-in capital, our future quarterly and annual effective tax rates may be subject to volatility.

Our charter documents and Delaware law could make it more difficult for a third partythird-party to acquire us and discourage a takeover.

Our certificate of incorporation and the Delaware General Corporation Law contain provisions that may have the effect of making more difficult or delaying attempts by others to obtain control of our company, even when such attempts may be in the best interests of our stockholders. Our certificate of incorporation also authorizes our Board of Directors, without stockholder approval, to issue one or more series of preferred stock, which could have voting and conversion rights that adversely affect or dilute the voting power of the holders of our common stock. Delaware law also imposes conditions on

27


certain business combination transactions with “interested stockholders.” Our certificate of incorporation divides our Board of Directors into three classes, with one class to stand for election each year for a three-year term after the election. The classification of directors tends to discourage a third partythird-party from initiating a proxy solicitation or otherwise attempting to obtain control of our company and may maintain the incumbency of our Board of Directors, as this structure generally increases the difficulty of, or may delay, replacing a majority of directors. Our certificate of incorporation authorizes our Board of Directors to fill vacancies or newly created directorships. A majority of the directors then in office may elect a successor to fill any vacancies or newly created directorships, thereby increasing the difficulty of, or delaying a third party’sthird-party’s efforts in, replacing a majority of directors.

The market price of our common stock has been and may continue to be volatile.

The trading price of our common stock has been and may continue to be subject to wide fluctuations in response to various factors, including the following:

variations in our quarterly results;

the financial guidance we may provide to the public, any changes in such guidance, or our failure to meet such guidance;

changes in financial estimates by industry or securities analysts or our failure to meet such estimates;

29


various market factors or perceived market factors, including rumors, whether or not correct, involving us, our customers, our suppliers, or our competitors;

various market factors or perceived market factors, including rumors, whether or not correct, involving us, our customers, our suppliers, our competitors, or a potential acquisition of our company;

announcements of technological innovations by us, our competitors, or our customers;

introductions of new products or new pricing policies by us, our competitors, or our customers;

acquisitions or strategic alliances by us, or our competitors, or our customers;

recruitment or departure of key personnel;

the gain or loss of significant orders;

the gain or loss of significant customers;

market conditions in our industry, the industries of our customers, and the economy as a whole;

short positions held by investors;

new federal and state laws and regulations affecting our industry; and

general financial market conditions or occurrences, including market volatility resulting from geopolitical risks, and rivalries, acts of war, terrorist attacks, cybersecurity attacks, health pandemics, financial market technological glitches and interruptions of trading activity.

In addition, stocks of technology companies have experienced extreme price and volume fluctuations that often have been unrelated or disproportionate to these companies’ operating performance. Public announcements by technology companies concerning, among other things, their performance, accounting practices, or legal problems could cause the market price of our common stock to decline regardless of our actual operating performance.

ITEM 1B.

UNRESOLVED STAFF COMMENTS

ITEM 1B. UNRESOLVED STAFF COMMENTS

Not applicable.

ITEM 2.

PROPERTIES

ITEM 2. PROPERTIES

Our principal executive offices, as well as our principal research and development, sales, marketing, and administrative functions, are located in San Jose, California, where we own and utilizelease approximately 213,000111,000 square feet of facilities. We also have research and development functions in leased offices in New York, Arizona, Texas,California, Georgia, and Georgia.Massachusetts. Our two Asia/Pacific principal offices are located in leased offices in Hong Kong and Japan, where we have sales, operations, and research and development functions. We have leased facilities with logistics operations in Hong Kong and Japan,Taiwan, leased facilities with sales and support operations in China, Hong Kong, Japan, Korea, Switzerland, and Taiwan, and leased facilities with engineering design support operations in Armenia, China, France, Germany, India, Israel, Japan, Korea, Poland, Switzerland, Taiwan, the U.K. and Taiwan.California, U.S.

ITEM 3.

LEGAL PROCEEDINGS

28


We are party to various litigation matters and claims arising from time to time in the ordinary course of business. While the results of such matters cannot be predicted with certainty, we believe that the final outcome of such matters will not have a material adverse effect on our business, financial condition, results of operations or cash flows.

For further information regarding current legal proceedings, see Note 89 Leases, Commitments and Contingencies to the consolidated financial statements contained elsewhere in this report.

ITEM 4.

MINE SAFETY DISCLOSURES

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

 

 

 

30PART II


PART IIITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

ITEM 5.

MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Market Information on Common Stock

Our common stock has been listed on the NASDAQNasdaq Global Select Market (formerly the Nasdaq National Market) under the symbol "SYNA" since January 29, 2002. Prior to that time, there was no public market for our common stock.  The following table sets forth, for the periods indicated, the high and low sales prices of our common stock as quoted on the NASDAQ Global Select Market.

 

 

High

 

 

Low

 

Fiscal 2017:

 

 

 

 

 

 

 

 

First quarter

 

$

61.54

 

 

$

47.09

 

Second quarter

 

$

69.45

 

 

$

48.87

 

Third quarter

 

$

61.95

 

 

$

47.32

 

Fourth quarter

 

$

64.54

 

 

$

47.00

 

 

 

 

 

 

 

 

 

 

Fiscal 2016:

 

 

 

 

 

 

 

 

First quarter

 

$

89.90

 

 

$

61.42

 

Second quarter

 

$

94.48

 

 

$

62.68

 

Third quarter

 

$

86.76

 

 

$

57.02

 

Fourth quarter

 

$

90.91

 

 

$

51.80

 

Stockholders

Stockholders

As of August 11, 2017,12, 2022, there were approximately 143120 holders of record of our common stock. The closing price of our common stock as quoted on the NASDAQNasdaq Global Select Market as of August 11, 201712, 2022 was $40.90.$146.75.

Dividends

We have never declared or paid cash dividends on our common stock. We currently plan to retain all earnings to finance the growth of our business, make our debt payments, or purchase shares under our common stock repurchase program. Payments of any cash dividends in the future will depend on our financial condition, operating results, and capital requirements, as well as other factors deemed relevant by our Board of Directors.

Our Credit Agreement and the indenture governing our Senior Notes also placesplace restrictions on the payment of any dividends. For a further description of the terms of the Credit Agreement and our Senior Notes indenture, see Note 78 Debt to the consolidated financial statements contained elsewhere in this report.

Stock-Based Compensation

For information on securities authorized for issuance under our equity compensation plans, see “ItemItem 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

Issuer Purchases of Equity Securities

From April 2005 through July 2017,2021, our Board of Directors cumulatively authorized $1.3the repurchase of up to $1.8 billion for our common stock under our stock repurchase program, which expires in July 2019.  There were no repurchases under the stock repurchase program during the three-month period ended June 24, 2017. On June 26, 2017, subsequent to2025. As of the end of our fiscal 2017, we purchased 1,698,400 shares of our common stock for $93.6 million.  In July 2017, our Board of Directors authorized the purchase of up to an additional $0.2 million of our common stock, bringing2022, the remaining amount authorized for repurchase under our stock repurchase program to $226.1 million as of July 31, 2017.was $577.4 million. During fiscal 2022, there were no repurchases under our stock repurchase program.

 

3129


Performance Graph

The following line graph compares cumulative total stockholder returns for the five years ended June 30, 201725, 2022 for (i) our common stock, (ii) the Nasdaq Composite Index and (iii) the Philadelphia SemiconductorRussell 2000 Index. The graph assumes an investment of $100 on June 30, 2012.2017. The calculations of cumulative stockholder return on the Nasdaq Composite Index and the Philadelphia SemiconductorRussell 2000 Index include reinvestment of dividends. The calculation of cumulative stockholder return on our common stock does not include reinvestment of dividends because we did not pay any dividends during the measurement period. The historical performance shown is not necessarily indicative of future performance.

img256028027_0.jpg 

The performance graph above shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that section. The performance graph above will not be deemed incorporated by reference into any filing of our company under the Exchange Act or the Securities Act.


32ITEM 6. RESERVED

30


 

ITEM 6.

SELECTED FINANCIAL DATA

The following table presents selected financial data for each fiscal year in the five-year period ended June 30, 2017.  Our fiscal year is the 52- or 53-week period ending on the last Saturday in June.  All fiscal years presented were 52-week periods.  Our past results of operations are not necessarily indicative of our future results of operations.  You should read the selected financial data below in conjunction with Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations and our consolidated financial statements and related notes contained elsewhere in this report.MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

 

2017

 

 

2016

 

 

2015

 

 

2014

 

 

2013

 

 

 

(in millions, except per share amounts)

 

Consolidated Statements of Income Data:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net revenue

 

$

1,718.2

 

 

$

1,666.9

 

 

$

1,703.0

 

 

$

947.5

 

 

$

663.6

 

Cost of revenue

 

 

1,194.6

 

 

 

1,085.4

 

 

 

1,124.3

 

 

 

511.4

 

 

 

337.8

 

Gross margin

 

 

523.6

 

 

 

581.5

 

 

 

578.7

 

 

 

436.1

 

 

 

325.8

 

Operating expenses:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Research and development

 

 

292.3

 

 

 

311.2

 

 

 

293.2

 

 

 

192.7

 

 

 

144.7

 

Selling, general, and administrative

 

 

137.6

 

 

 

161.7

 

 

 

127.9

 

 

 

100.0

 

 

 

79.6

 

Acquired intangibles amortization

 

 

11.7

 

 

 

18.6

 

 

 

14.2

 

 

 

1.0

 

 

 

1.0

 

Impairment of acquired intangibles

 

 

 

 

 

6.7

 

 

 

 

 

 

 

 

 

 

Change in contingent consideration

 

 

 

 

 

(0.5

)

 

 

(18.8

)

 

 

69.9

 

 

 

1.3

 

Restructuring costs

 

 

7.3

 

 

 

8.6

 

 

 

 

 

 

 

 

 

 

Litigation settlement charge

 

 

10.0

 

 

 

 

 

 

 

 

 

 

 

 

 

Gain on sale of property and equipment

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(1.5

)

Total operating expenses

 

 

458.9

 

 

 

506.3

 

 

 

416.5

 

 

 

363.6

 

 

 

225.1

 

Operating income

 

 

64.7

 

 

 

75.2

 

 

 

162.2

 

 

 

72.5

 

 

 

100.7

 

Interest  income

 

 

0.7

 

 

 

3.1

 

 

 

1.6

 

 

 

2.0

 

 

 

1.0

 

Interest expense

 

 

(6.0

)

 

 

(4.8

)

 

 

(3.8

)

 

 

 

 

 

 

Impairment recovery on investments, net

 

 

1.9

 

 

 

2.1

 

 

 

0.2

 

 

 

 

 

 

 

Income before provision for income taxes

 

 

61.3

 

 

 

75.6

 

 

 

160.2

 

 

 

74.5

 

 

 

101.7

 

Provision for income taxes

 

 

12.2

 

 

 

3.4

 

 

 

49.8

 

 

 

27.8

 

 

 

2.8

 

Equity investment loss

 

 

(0.3

)

 

 

 

 

 

 

 

 

 

 

 

 

Net income

 

$

48.8

 

 

$

72.2

 

 

$

110.4

 

 

$

46.7

 

 

$

98.9

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income per share:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

$

1.40

 

 

$

1.97

 

 

$

2.99

 

 

$

1.34

 

 

$

3.03

 

Diluted

 

$

1.37

 

 

$

1.91

 

 

$

2.84

 

 

$

1.26

 

 

$

2.89

 

Shares used in computing net income per share:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

 

34.8

 

 

 

36.6

 

 

 

36.9

 

 

 

34.8

 

 

 

32.7

 

Diluted

 

 

35.6

 

 

 

37.9

 

 

 

38.9

 

 

 

37.1

 

 

 

34.2

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Consolidated Balance Sheets Data:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash, cash equivalents, and short-term investments

 

$

367.8

 

 

$

352.2

 

 

$

399.9

 

 

$

447.2

 

 

$

355.3

 

Working capital

 

 

481.6

 

 

 

429.3

 

 

 

469.3

 

 

 

488.1

 

 

 

410.8

 

Total assets

 

 

1,266.7

 

 

 

1,300.2

 

 

 

1,519.4

 

 

 

1,020.3

 

 

 

691.3

 

Long-term debt

 

 

202.0

 

 

 

216.7

 

 

 

231.1

 

 

 

 

 

 

2.3

 

Treasury shares, at cost

 

 

980.3

 

 

 

892.3

 

 

 

651.7

 

 

 

530.4

 

 

 

460.2

 

Total stockholders' equity

 

 

740.2

 

 

 

705.0

 

 

 

793.1

 

 

 

701.2

 

 

 

521.9

 

Our basic net income per share amounts for each period presented have been computed using the weighted average number of shares of common stock outstanding.  Our diluted net income per share amounts for each period presented include the weighted average effect of potentially dilutive shares.  We used the “treasury stock” method to determine the dilutive effect of our stock options, Deferred Stock Units, or DSUs, Market Stock Units, or MSUs, and convertible notes.

33


ITEM 7.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Forward-Looking Statements and Factors That May Affect Results

You should read the following discussion and analysis in conjunction with our financial statements and related notes contained elsewhere in this report. This discussion contains forward-looking statements that involve risks, uncertainties, and assumptions. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of a variety of factors, including those set forth elsewhere in this report and under Item 1A. Risk Factors.

OverviewImpact of COVID-19

Although many of these restrictions and other containment measures implemented by governmental authorities in response to the COVID-19 pandemic have since been lifted or scaled back, ongoing surges of COVID-19 and its variants have resulted in a variety of responses in the many geographic locations in which we do business, from no actions taken to and up to and including the re-imposition of lockdowns and containment measures designed to mitigate or reduce the rapid spread of COVID-19 and its variants.

The health and wellbeing of our workforce is our highest priority, and a large number of our workforce has been vaccinated. Many of our employees that worked from home at the onset of COVID-19, or during subsequent lockdowns, have returned full-time or on a hybrid basis to our office environment. For those employees that have returned to the office, we continue to adhere to return to work protocols, based on guidance from local and global health organizations and applicable laws and regulations.

To date, we have not incurred significant disruptions to our business or a materially negative impact on our consolidated results of operations and financial condition from the COVID-19 outbreak and continue to believe our business will not be severely impacted as steps continue to be taken globally to mitigate the spread and vaccinate large portions of the population. However, if more infectious COVID-19 variants become resistant to the existing vaccines, we, our customer, and our suppliers could experience renewed and sustained business disruption.

We will continue to evaluate the impact to our business, consolidated results of operations, and financial condition and may take actions that we deem necessary or appropriate to respond to the ongoing pandemic.

Overview

We are a leading worldwide developer and fabless supplier of custom-designed human interfacepremium mixed signal semiconductor product solutions that enable people to interact more easilychanging the way humans engage with connected devices and intuitively with a wide variety of mobile computing, communications, entertainment,data, engineering exceptional experiences throughout the home, at work, in the car and other electronic devices.on the go. We believe our results to date reflect the combination of our customer focus and the strength of our intellectual property and our engineering know-how, which allow us to develop or engineer products that meet the demanding design specifications of our OEMs.

We recognize revenue fromwhen control of the promised goods or services is transferred to our customers, in an amount that reflects the consideration we expect to receive in exchange for those goods or services. All of our revenue, except an inconsequential amount, is recognized at a point in time, either on shipment or delivery of the product, sales when there is persuasive evidence that an arrangement exists, delivery has occurreddepending on customer terms and title has transferred, the price is fixed or determinable, and collection is reasonably assured.  Our net revenue increased from $663.6 million for fiscal 2013 to $1,718.2 million for fiscal 2017, representing a compound annual growth rate of approximately 27%.conditions. For fiscal 2013, we derived 36.1%2022, revenue from the IoT product applications market accounted for 63.3% of our net revenue, from the personal computer market and 63.9% of our net revenue from the mobilePC product applications market.  For fiscal 2017, revenue from the personal computer market accounted for 13.3%19.7% of our net revenue, and revenue from the mobile product applications market accounted for 86.7%17.0% of our net revenue.

Many of our customers have manufacturing operations in China, and many of our OEM customers have established design centers in Asia. With our expanding global presence, including offices in Armenia, China, France, Germany, Hong Kong, India, Israel, Japan, Korea, Poland, Switzerland, Taiwan, the U.K., and the United States,U.S., we are well positioned to provide local sales, operational, and engineering support services to our existing customers, as well as potential new customers, on a global basis.

Our manufacturing operations are based on a variable cost model in which we outsource all of our production requirements and generally drop ship our products directly to our customers from our contract manufacturers’ facilities, eliminating the need for significant capital expenditures and allowing us to minimize our investment in inventories. This approach requires us to work closely with our contract manufacturers and semiconductor fabricators to ensure adequate production capacity to meet our forecasted volume requirements. We provide our contract manufacturersAs a result of recent supply constraints and capacity shortages affecting the global semiconductor industry, we have entered into long-term capacity and pricing agreements with six-month rolling forecasts and issue purchase orders based on our anticipated requirements for the next 90 days.  However, we do not have any long-term supply contracts with any of our contract manufacturers.some suppliers. We use third-party wafer manufacturers to supply wafers and third-party packaging manufacturers to package our proprietary ASICs. In certain cases, we rely on a single source or a limited number of suppliers to provide other key components

31


of our products. Our cost of revenue includes all costs associated with the production of our products, including materials, logistics,materials; logistics; amortization of intangibles related to acquired developed technology, backlog, andtechnology; backlog; supplier arrangements,arrangements; manufacturing, assembly, royalties paid to third-party intellectual property providers and test costs paid to third-party manufacturers; and related overhead costs associated with our indirect manufacturing operations personnel. Additionally, we charge all warranty costs, losses on inventory purchase obligations, and write-downs to reduce the carrying value of obsolete, slow moving, and non-usable inventory to net realizable value, to cost of revenue.

Our gross margin generally reflects the combination of the added value we bring to our OEM customers'customers’ products by meeting their custom design requirements and the impact of our ongoing cost-improvement programs. These cost-improvement programs include reducing materials and component costs and implementing design and process improvements. Our newly introduced products may have lower margins than our more mature products, which have realized greater benefits associated with our ongoing cost-improvement programs. As a result, new product introductions may initially negatively impact our gross margin.

Our research and development expenses include costs for supplies and materials related to product development, as well as the engineering costs incurred to design ASICs and human interfaceexperience solutions for OEM customers prior to and after theirour OEMs’ commitment to incorporate those solutions into their products. In addition, we expense in-process research and development projects acquired as part of a business acquisition, which have not yet reached technological feasibility, and which have no foreseeable alternative future use. We continue to commit to the technological and design innovation required to maintain our position in our existing markets, and to adapt our existing technologies or develop new technologies for new markets.

34


Selling, general, and administrative expenses include expenses related to sales, marketing, and administrative personnel; internal sales and outside sales representatives'representatives’ commissions; market and usability research; outside legal, accounting, and consulting costs; and other marketing and sales activities.

Acquired intangibles amortization, is theincluded in operating expenses, consists primarily of amortization of the cost of our acquiredcustomer relationship and tradenames intangible assets related to customer relationships and patents which are amortized over their estimated useful lives ranging from 2.8 to 7.7 years.recognized under the purchase method for business combinations.

Impairment of acquired intangibles represents the reduction of the carrying value of intangibles which have been determined unrecoverable.

Restructuring costs primarily reflect severance and facilities consolidation costs related to the restructuring of our operations to reduce operating costs.expenses and gain efficiencies from our recent acquisitions. These headcount-relatedheadcount related costs were in cost of revenue, research and development, and selling, general and administrative (seeexpenses. See Note 1415 Restructuring Activities to the financial statements contained elsewhere in this report).

The litigation settlement charge reflects costs recorded in connection with certain legal proceedings further discussed under Note 8 to the consolidated financial statements contained elsewhere in this Report.report.

Equity investment lossGain on sale of audio technology assets includes the sale of limited audio technology intangible assets. See below under “Divestiture”.

Interest and other expense, net, primarily reflects interest expense on our Senior Notes, Term Loan Facility and revolving line of credit as well as the amortization of intangible assets reflected under thedebt issuance costs and discount on our debt, partially offset by interest income earned on our cash, cash equivalents and short-term investments.

Gain from sale of equity methodinvestment relates to our sale of accounting in connection with our equity method investment in OXi Technology Ltd. (seeSee Note 1 Organization and Summary of Significant Accounting Policies to the financial statements contained elsewhere in this report).

Acquisitions and Financing Activities

On June 11, 2017, we entered into a stock purchase agreement to acquire all of the outstanding limited liability company interests of Conexant. Effective as of July 25, 2017, or the Closing Date, we completed the Conexant Acquisition of 100% of the outstanding capital stock of Conexant for a purchase price of (i) $305.8 million in cash (on a cash-free, debt-free basis), and (ii) 726,666 shares of our common stock (the Stock Consideration), with $16.8 million of the purchase price held in escrow to secure the Seller’s indemnification obligations under the purchase agreement. The Stock Consideration was issued at closing in an exempt private placement.

On June 11, 2017, the Company entered into an asset purchase agreement to acquire the multimedia solutions business of Marvell Technology Group Ltd. (“Marvell”) for a purchase price of $95 million in cash (the “Marvell Business Acquisition”). The Marvell Business Acquisition is intended to increase our presence in the smart home market and increase opportunities to drive increased revenue. We expect to close the Marvell Business Acquisition in the first quarter of our fiscal 2018.

On June 20, 2017, we entered into a purchase agreement (the “Purchase Agreement”) with Wells Fargo Securities, LLC, as representative of the several initial purchasers named therein (collectively, the “Initial Purchasers”), pursuant to which we agreed to issue and sell, and the Initial Purchasers agreed to purchase, $500 million aggregate principal amount of the Company’s 0.50% Convertible Senior Notes due 2022 (the “Notes”) in a private placement transaction. Pursuant to the Purchase Agreement, we also granted the Initial Purchasers a 30-day option to purchase up to an additional $25 million aggregate principal amount of Notes, which was exercised in full on June 21, 2017. The net proceeds from the Offering, after deducting discounts and commissions and estimated offering expenses payable by the Company, were approximately $514.5 million, which includes proceeds from the exercise of the Initial Purchasers’ option to purchase additional Notes. The Offering was completed on June 26, 2017.  See Subsequent Events in Note 15 to theconsolidated financial statements contained elsewhere in this report.

Acquisitions

DSP Group, Inc.

On August 30, 2021, we entered into an agreement and plan of merger with DSPG to acquire all of the equity of DSPG for $22.00 per share of common stock. The transaction closed on December 2, 2021, for an aggregate purchase consideration of $543.3 million. We financed the transaction through a combination of cash on hand and the Term Loan Facility. The results of DSPG are included in our consolidated financial statements for the period from December 3, 2021 through June 25, 2022. For further discussion of the DSPG acquisition, see Note 4 Acquisitions, Divestiture and Investment included in the consolidated financial statements contained elsewhere in this report.

32


DisplayLink

On July 17, 2020, we entered into a definitive agreement to acquire all of the equity interests in DisplayLink Corporation, or DisplayLink, a leader in high-performance video compression technology. The acquisition closed on July 31, 2020 for an aggregate purchase consideration of $444.0 million. For further discussion of the DisplayLink acquisition, see Note 4 Acquisitions, Divestiture and Investment included in the consolidated financial statements contained elsewhere in this report.

Broadcom

On July 2, 2020, we entered into definitive agreements with Broadcom to acquire certain assets and assume certain liabilities of, and obtain non-exclusive licenses relating to, Broadcom’s existing Wi-Fi, Bluetooth and GPS/global navigation satellite system, or GNSS, products and business in the IoT market, or the Broadcom Business Acquisition, for an aggregate purchase consideration of $250.0 million in cash that closed on July 23, 2020. We also entered into certain transition agreements with Broadcom for a period of three years. For further discussion of the Broadcom Business Acquisition, see Note 4 Acquisitions, Divestiture and Investment included in the consolidated financial statements contained elsewhere in this report.

Divestitures

In December 2020, we completed the sale of limited audio technology intangible assets, received a fully-paid up perpetual license back from the buyer and, as an element of the transaction, licensed other audio technology intangible assets to the buyer under a fully-paid up perpetual license arrangement. Under the asset purchase agreement and the intellectual property license agreement, we received $35.0 million in cash. The gain on the sale of the audio technology assets was $34.2 million.

In December 2019, we entered into an asset purchase agreement with a third-party to sell the assets of our LCD, Touch Controller and Display Driver Integration, or TDDI, product line for LCD mobile displays. We retained our automotive TDDI product line and our discrete touch and discrete display driver product lines supporting LCD and organic light-emitting diode, or OLED, for the mobile market. The assets sold under the asset purchase agreement for cash consideration of $138.7 million and had a carrying value of approximately $33.6 million as of the closing date of the transaction in April 2020. The gain on sale of this portion of a product line was $105.1 million.

Critical Accounting Policies and Estimates

The preparation of consolidated financial statements in conformity with U.S. generally accepted accounting principles, or GAAP, requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenue, expenses, and related disclosure of contingent assets and liabilities. On an ongoing basis, we evaluate our estimates, including those related to revenue recognition, allowance for doubtful accounts, cost of revenue, inventories, product warranty, share-based compensation costs, provision for income taxes, deferred income tax asset, valuation allowances, uncertain tax positions, tax contingencies, goodwill, intangible assets, investments, and contingencies. We base our estimates on historical experience, applicable laws and regulations, and various other assumptions that we believe to be reasonable under the circumstances, the results of which form the basis for making

35


judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.

The methods, estimates, interpretations, and judgments we use in applying our most critical accounting policies can have a significant impact on the results that we report in our consolidated financial statements. The SEC considers an entity’s most critical accounting policies to be those policies that are both most important to the portrayal of the entity’s financial condition and results of operations and those that require the entity’s most difficult, subjective, or complex judgments, often as a result of the need to make assumptions and estimates about matters that are inherently uncertain. We believe the following critical accounting policies affect our more significant judgments and estimates used in the preparation of our consolidated financial statements.

Revenue Recognition

Our revenue is primarily generated from the sale of ASIC chips, either directly to a customer or to a distributor. Revenue is recognized when control of the promised goods or services is transferred to our customers, in an amount that reflects the consideration we expect to receive in exchange for those goods or services. All of our revenue, except an inconsequential amount, is recognized at a point in time, either on shipment or delivery of the product, depending on customer terms and conditions. We recognize revenuegenerally warrant our products for a period of 12 months from the date of sale and estimate probable product sales when there is persuasive evidence that an arrangement exists, delivery has occurred and title has transferred, the price is fixed or determinable, and collection is reasonably assured.  We accrue for estimated sales returns, incentives, and other allowanceswarranty costs at the time we recognize revenue.  Our products contain embedded firmwarerevenue as the warranty is considered an assurance warranty and software, which together with, or consistingnot a performance

33


obligation. Non-product revenue is recognized over the same period of our ASIC chip, delivertime such performance obligations are satisfied. We then select an appropriate method for measuring satisfaction of the essential functionality of our products and, as such, software revenue recognition guidance is not applicable.  Ourperformance obligations.

Revenue from sales to distributors is recognized upon shipment of the product to the distributors (sell-in basis). Master sales agreements are madein place with certain customers, and these agreements typically contain terms and conditions with respect to payment, delivery, warranty, and supply. In the absence of a master sales agreement, we consider a customer's purchase order or our standard terms and conditions to be the contract with the customer.

Our pricing terms are negotiated independently, on a stand-alone basis. In determining the transaction price, we evaluate whether the price is subject to refund or adjustment to determine the net consideration which we expect to receive for the sale of such products. In limited situations, we make sales to certain customers under agreements that generallyarrangements where we grant stock rotation rights, price protection and price allowances; variable consideration associated with these rights is expected to be inconsequential. These adjustments and incentives are accounted for as variable consideration, classified as other current liabilities under the new revenue standard and are shown as customer obligations within Other Accrued Liabilities as disclosed in Note 1 Organization and Summary of Significant Accounting Policies to the consolidated financial statements contained elsewhere in this report. We estimate the amount of variable consideration for such arrangements based on the expected value to be provided to customers, and we do not provide for price adjustments after purchase and provide for only limited return rights under product warranty.  Revenue on these sales is recognized in the same manner as salesbelieve that there will be significant changes to our non-distributor customers.estimates of variable consideration. When sales rebates andincentives, stock rotation rights, price protection, volume discounts, or price allowances are applicable, they are estimated and recorded in the period the related revenue is recognized. Stock rotation reserves are based on historical return rates applied to distributor inventory subject to stock rotation rights and recorded as a reduction to revenue with a corresponding reduction to cost of goods sold for the estimated cost of inventory that is expected to be returned and recorded as prepaid expenses and other current assets. In limited circumstances, we enter into volume-based tiered pricing arrangements and we estimate total unit volumes under such arrangement to determine the expected transaction price for the units expected to be transferred. Such arrangements are accounted for as contract liabilities within other accrued liabilities. Sales returns liabilities are recorded as refund liabilities within other accrued liabilities.

InventoryOur accounts receivable balance is from contracts with customers and represents our unconditional right to receive consideration from customers. Payments are generally due within three months of completion of the performance obligation and subsequent invoicing and, therefore, do not include significant financing components. To date, there have been no material impairment losses on accounts receivable.

We invoice customers and recognize all of our revenue, except an inconsequential amount, at a point in time, either on shipment or delivery of the product, depending on customer terms and conditions. We account for shipping and handling costs as fulfillment costs before the customer obtains control of the goods. We continue to account for collection of all taxes on a net basis.

We incur commission expense that is incremental to obtaining contracts with customers. Sales commissions (which are recorded in the selling, general and administrative expense line item in the consolidated statements of operations) are expensed when the product is shipped because such commissions are owed after shipment.

Inventory

We state our inventories at the lower of cost or market.net realizable value. We base our assessment of the ultimate realization of inventories on our projections of future demand and market conditions. Sudden declines in demand, rapid product improvements, or technological changes, or any combination of these factors can cause us to have excess or obsolete inventories. On an ongoing basis, we review for estimated excess, obsolete, or unmarketable inventories and write down our inventories to their net realizable value based on our forecasts of future demand and market conditions. If actual market conditions are less favorable than our forecasts, additional inventory write-downs may be required. The following factors influence our estimates: changes to or cancellations of customer orders, unexpected or sudden decline in demand, rapid product improvements, and technological advances, and termination or changes by our OEM customers of any product offerings incorporating our product solutions.

Periodically, we purchase inventory from our contract manufacturers when a customer delays its delivery schedule or cancels its order. In those circumstances, we record a write-down, if necessary, to reduce the carrying value of the inventory purchased to its net realizable value. The effect of these write-downs is to establish a new cost basis in the related inventory, which we do not subsequently write up. We also record a liability and charge to cost of revenue for estimated losses on inventory we are obligated to purchase from our contract manufacturers when such losses become probable from customer delays, order cancellations, or order cancellations.other factors.

Acquired Intangibles

We review acquired intangible assets with finite lives for impairment whenever events or changes in circumstances indicate the carrying value of an asset may not be recoverable. Recoverability of these intangible assets is assessed based on the estimated undiscounted future cash flows expected to result from the use of the asset. If the undiscounted future cash flows are less than the carrying amount, the acquired intangible assets with finite lives are considered to be impaired. The amount of the impairment is measured as the difference between the carrying amount of these assets and the fair value.

Our business combinations have included the purchase of in-process research and development assets that are not amortizable until the underlying project is complete.  We consider our in-process research and development projects to be complete when all material research and development costs have been incurred and no significant risks remain.  We review the carrying value of indefinite-lived intangible assets for impairment at least annually during the last quarter of our fiscal year, or more frequently if we believe indicators of impairment exist.

3634


Business Combinations

We have applied significant estimates and judgments in order to determineallocate the fair value of the identifiedpurchase consideration of a business acquisition to the tangible assets, liabilities, and intangible assets acquired, liabilities assumed, goodwill recognized,including in-process research and contingent consideration recorded in connection with our business combinations to ensuredevelopment (“IPR&D”), based on their estimated fair values. The excess of the fair value of purchase consideration over the fair values of these identifiable assets and liabilities acquired are recognizedis recorded as goodwill. IPR&D is initially recorded at fair value as an intangible asset with an indefinite life and assessed for impairment thereafter. When an IPR&D project is completed, IPR&D is reclassified as an amortizable intangible asset and amortized over the asset’s estimated useful life. Our valuation of acquired assets and assumed liabilities requires significant estimates, especially with respect to intangible assets. The valuation of intangible assets requires that we use valuation techniques such as the acquisition date. In measuringincome approach that includes the use of a discounted cash flow model, which includes discounted cash flow scenarios and requires the following significant estimates: future expected revenue, expenses, capital expenditures and other costs, and discount rates. We estimate the fair value based upon assumptions we utilize valuation techniques consistentbelieve to be reasonable, but which are inherently uncertain and unpredictable and, as a result, actual results may differ from estimates. Estimates associated with the market approach, income approach, or cost approach.

The valuation ofaccounting for acquisitions may change as additional information becomes available regarding the identifiable assets acquired and liabilities includes assumptions made in performingassumed. Acquisition-related expenses and related restructuring costs are recognized separately from the valuation, suchbusiness combination and are expensed as projected revenue, weighted average cost of capital, discount rates, estimated useful lives, estimated probabilities of achieving contingent payment milestones, and other relevant assessments. These assessments can be significantly affected by our estimates, judgments, and assumptions.  If actual results are not consistent with our estimates, judgments, or assumptions, or if additional or new information arises in the future that affects our fair value estimates, then adjustments to our initial fair value estimates may have a material impact to our purchase accounting or our results of operations.incurred.

Income Taxes

We recognize federal, foreign, and state current tax liabilities or assets based on our estimate of taxes payable or refundable in the current fiscal year for each tax jurisdiction.  We also recognize federal, foreign, and state deferred tax liabilities or assets based on our estimate of future tax effects attributable to temporary differences and carryforwards and record a valuation allowance to reduce any deferred tax assets by the amount of any tax benefits that, based on available evidence and our judgment, are not expected to be realized.  If our assumptions, and consequently our estimates, change in the future, the valuation allowance we established for our deferred tax assets may change, which could impact income tax expense.

We use a two-step approach to recognizing and measuring the tax benefits related to uncertain tax positions.  The first step is to determine whether it is more-likely-than-not that a tax position will be sustained upon examination, including resolution of any related appeals or litigation processes.  The second step is to measure the tax benefit as the largest amount that is more than 50% likely of being realized upon ultimate settlement with a taxing authority.  The calculation of tax liabilities involves significant judgment in estimating the impact of uncertainties in the application of highly complex tax laws.  Resolution of these uncertainties in a manner inconsistent with our expectations could have a material impact on our consolidated financial position, result of operations, or cash flows.  We believe we have adequately provided for reasonably foreseeable outcomes in connection with the resolution of income tax uncertainties.  However, our results have in the past, and could in the future, include favorable and unfavorable adjustments to our estimated tax liabilities in the period a determination of such estimated tax liability is made or resolved, upon the filing of an amended return, upon a change in facts, circumstances, or interpretation, or upon the expiration of a statute of limitation.  Accordingly, our effective tax rate could fluctuate materially from period to period.

We consider the operating earnings of our foreign subsidiaries to be indefinitely invested outside the United States.  Accordingly, no provision has been made for the U.S. federal, state, or foreign taxes that may result from future remittances of undistributed earnings of our foreign subsidiaries.

We recognize a tax benefit upon expensing certain share-based awards associated with our share-based compensation plans, including nonqualified stock options, DSUs, and MSUs, but we cannot recognize tax benefits concurrent with the recognition of share-based compensation expenses associated with qualified stock options (incentive stock options and employee stock purchase plan shares).  For qualified stock options, we recognize a tax benefit only in the period when disqualifying dispositions of the underlying stock occur, which historically has been up to several years after vesting and in a period when our stock price substantially increases.  As a result, our future quarterly and annual effective tax rates may be subject to volatility.


3735


Results of Operations

The following sets forth certain of our consolidated statements of income data for fiscal 2017, 2016,2022 and 2015,2021 along with comparative information regarding the absolute and percentage changes in these amounts (in millions, except percentages):

 

 

2017 (1)

 

 

2016 (1)

 

 

$ Change

 

 

% Change

 

 

2016 (1)

 

 

2015 (1)

 

 

$ Change

 

 

% Change

 

 

2022

 

 

2021

 

 

$ Change

 

 

% Change

 

IoT product applications

 

$

1,100.9

 

 

$

612.9

 

 

$

488.0

 

 

 

79.6

%

PC product applications

 

 

343.0

 

 

 

354.7

 

 

 

(11.7

)

 

 

(3.3

%)

Mobile product applications

 

$

1,489.0

 

 

$

1,459.5

 

 

$

29.5

 

 

 

2.0

%

 

$

1,459.5

 

 

$

1,442.1

 

 

$

17.4

 

 

 

1.2

%

 

 

295.8

 

 

 

372.0

 

 

 

(76.2

)

 

 

(20.5

%)

PC product applications

 

 

229.2

 

 

 

207.4

 

 

 

21.8

 

 

 

10.5

%

 

 

207.4

 

 

 

260.9

 

 

 

(53.5

)

 

 

(20.5

%)

Net revenue

 

 

1,718.2

 

 

 

1,666.9

 

 

 

51.3

 

 

 

3.1

%

 

 

1,666.9

 

 

 

1,703.0

 

 

 

(36.1

)

 

 

(2.1

%)

 

 

1,739.7

 

 

 

1,339.6

 

 

 

400.1

 

 

 

29.9

%

Gross margin

 

 

523.6

 

 

 

581.5

 

 

 

(57.9

)

 

 

(10.0

%)

 

 

581.5

 

 

 

578.7

 

 

 

2.8

 

 

 

0.5

%

 

 

943.1

 

 

 

611.2

 

 

 

331.9

 

 

 

54.3

%

 

 

 

 

 

 

 

 

 

 

 

 

Operating expenses:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Research and development

 

 

292.3

 

 

 

311.2

 

 

 

(18.9

)

 

 

(6.1

%)

 

 

311.2

 

 

 

293.2

 

 

 

18.0

 

 

 

6.1

%

 

 

367.3

 

 

 

313.4

 

 

 

53.9

 

 

 

17.2

%

Selling, general, and administrative

 

 

137.6

 

 

 

161.7

 

 

 

(24.1

)

 

 

(14.9

%)

 

 

161.7

 

 

 

127.9

 

 

 

33.8

 

 

 

26.4

%

 

 

168.4

 

 

 

144.9

 

 

 

23.5

 

 

 

16.2

%

Acquired intangibles amortization

 

 

11.7

 

 

 

18.6

 

 

 

(6.9

)

 

 

(37.1

%)

 

 

18.6

 

 

 

14.2

 

 

 

4.4

 

 

 

31.0

%

 

 

38.7

 

 

 

32.7

 

 

 

6

 

 

 

18.3

%

Impairment of acquired intangibles

 

 

 

 

 

6.7

 

 

 

(6.7

)

 

 

100.0

%

 

 

6.7

 

 

 

 

 

 

6.7

 

 

 

100.0

%

Change in contingent consideration

 

 

 

 

 

(0.5

)

 

 

0.5

 

 

 

(100.0

%)

 

 

(0.5

)

 

 

(18.8

)

 

 

18.3

 

 

 

(97.3

%)

Restructuring costs

 

 

7.3

 

 

 

8.6

 

 

 

(1.3

)

 

 

(15.1

%)

 

 

8.6

 

 

 

 

 

 

8.6

 

 

 

100.0

%

 

 

18.3

 

 

 

7.4

 

 

 

10.9

 

 

 

147.3

%

Litigation settlement charge

 

 

10.0

 

 

 

 

 

 

10.0

 

 

 

100.0

%

 

 

 

 

 

 

 

 

 

 

 

0.0

%

Gain on sale of audio technology assets

 

 

-

 

 

 

(34.2

)

 

 

34.2

 

 

 

(100.0

%)

Operating income

 

 

64.7

 

 

 

75.2

 

 

 

(10.5

)

 

 

(14.0

%)

 

 

75.2

 

 

 

162.2

 

 

 

(87.0

)

 

 

(53.6

%)

 

 

350.4

 

 

 

147.0

 

 

 

203.4

 

 

 

138.4

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest and other income, net

 

 

2.6

 

 

 

5.2

 

 

 

(2.6

)

 

 

(50.0

%)

 

 

5.2

 

 

 

1.8

 

 

 

3.4

 

 

 

188.9

%

 

 

3.0

 

 

 

2.9

 

 

 

0.1

 

 

 

3.4

%

Interest expense

 

 

(6.0

)

 

 

(4.8

)

 

 

(1.2

)

 

 

25.0

%

 

 

(4.8

)

 

 

(3.8

)

 

 

(1.0

)

 

 

26.3

%

 

 

(30.2

)

 

 

(29.5

)

 

 

(0.7

)

 

 

2.4

%

Loss on extinguishment of debt

 

 

(8.1

)

 

 

(0.3

)

 

 

(7.8

)

 

 

2600.0

%

Gain from sale and leaseback transaction

 

 

5.4

 

 

 

-

 

 

 

5.4

 

 

 

(100.0

%)

Income before provision for income

taxes

 

 

61.3

 

 

 

75.6

 

 

 

(14.3

)

 

 

(18.9

%)

 

 

75.6

 

 

 

160.2

 

 

 

(84.6

)

 

 

(52.8

%)

 

 

320.5

 

 

 

120.1

 

 

 

200.4

 

 

 

166.9

%

Provision for income taxes

 

 

12.2

 

 

 

3.4

 

 

 

8.8

 

 

 

258.8

%

 

 

3.4

 

 

 

49.8

 

 

 

(46.4

)

 

 

(93.2

%)

 

 

64.6

 

 

 

31.4

 

 

 

33.2

 

 

 

105.7

%

Equity investment loss

 

 

(0.3

)

 

 

 

 

 

(0.3

)

 

 

100.0

%

 

 

 

 

 

 

 

 

 

 

 

0.0

%

 

 

1.6

 

 

 

(9.1

)

 

 

10.7

 

 

 

(117.6

%)

Net income

 

$

48.8

 

 

$

72.2

 

 

$

(23.4

)

 

 

(32.4

%)

 

$

72.2

 

 

$

110.4

 

 

$

(38.2

)

 

 

(34.6

%)

 

$

257.5

 

 

$

79.6

 

 

$

177.9

 

 

 

223.5

%

(1)

Includes the post-acquisition results of operations from RSP, acquired on October 1, 2014 (see Note 5 to the financial statements contained elsewhere in this report)

The following sets forth certain of our consolidated statements of incomeoperations data as a percentage of net revenues for fiscal 2017, 2016,2022 and 2015:2021:

 

 

 

 

 

 

 

 

 

 

Percentage

 

 

 

 

 

 

 

 

 

 

Percentage

 

 

 

 

 

 

 

 

 

 

 

Point

 

 

 

 

 

 

 

 

 

 

Point

 

 

 

 

 

 

 

 

 

 

 

Increase

 

 

 

 

 

 

 

 

 

 

Increase

 

 

 

2017 (1)

 

 

2016 (1)

 

 

(Decrease)

 

 

2016 (1)

 

 

2015(1)

 

 

(Decrease)

 

Mobile product applications

 

 

86.7

%

 

 

87.6

%

 

 

(0.9

%)

 

 

87.6

%

 

 

84.7

%

 

 

2.9

%

PC product applications

 

 

13.3

%

 

 

12.4

%

 

 

0.9

%

 

 

12.4

%

 

 

15.3

%

 

 

(2.9

%)

Net revenue

 

 

100.0

%

 

 

100.0

%

 

 

 

 

 

 

100.0

%

 

 

100.0

%

 

 

 

 

Gross margin

 

 

30.5

%

 

 

34.9

%

 

 

(4.4

%)

 

 

34.9

%

 

 

34.0

%

 

 

0.9

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating expenses:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Research and development

 

 

17.0

%

 

 

18.7

%

 

 

(1.7

%)

 

 

18.7

%

 

 

17.2

%

 

 

1.5

%

Selling, general, and administrative

 

 

8.0

%

 

 

9.7

%

 

 

(1.7

%)

 

 

9.7

%

 

 

7.5

%

 

 

2.2

%

Acquired intangibles amortization

 

 

0.7

%

 

 

1.1

%

 

 

(0.4

%)

 

 

1.1

%

 

 

0.8

%

 

 

0.3

%

Impairment of acquired intangibles

 

 

0.0

%

 

 

0.4

%

 

 

(0.4

%)

 

 

0.4

%

 

 

0.0

%

 

 

0.4

%

Change in contingent consideration

 

 

0.0

%

 

 

0.0

%

 

 

0.0

%

 

 

0.0

%

 

 

(1.1

%)

 

 

1.1

%

Restructuring costs

 

 

0.4

%

 

 

0.5

%

 

 

(0.1

%)

 

 

0.5

%

 

 

0.0

%

 

 

0.5

%

Litigation settlement charge

 

 

0.6

%

 

 

0.0

%

 

 

0.6

%

 

 

0.0

%

 

 

0.0

%

 

 

0.0

%

Operating income

 

 

3.8

%

 

 

4.5

%

 

 

(0.7

%)

 

 

4.5

%

 

 

9.5

%

 

 

(5.0

%)

Income before provision for income taxes

 

 

3.6

%

 

 

4.5

%

 

 

(0.9

%)

 

 

4.5

%

 

 

9.4

%

 

 

(4.9

%)

Provision for income taxes

 

 

0.7

%

 

 

0.2

%

 

 

0.5

%

 

 

0.2

%

 

 

2.9

%

 

 

(2.7

%)

Equity investment loss

 

 

(0.1

%)

 

 

0.0

%

 

 

(0.1

%)

 

 

0.0

%

 

 

0.0

%

 

 

0.0

%

Net income

 

 

2.8

%

 

 

4.3

%

 

 

(1.5

%)

 

 

4.3

%

 

 

6.5

%

 

 

(2.2

%)

 

(1)

Includes the post-acquisition results of operations from RSP, acquired on October 1, 2014 (see Note 5 to the financial statements contained elsewhere in this report).

 

 

 

 

 

 

 

 

Percentage

 

 

 

 

 

 

 

 

 

Point

 

 

 

 

 

 

 

 

 

Increase

 

 

 

2022

 

 

2021

 

 

(Decrease)

 

IoT product applications

 

 

63.3

%

 

 

45.7

%

 

 

17.6

%

PC product applications

 

 

19.7

%

 

 

26.5

%

 

 

(6.8

%)

Mobile product applications

 

 

17.0

%

 

 

27.8

%

 

 

(10.8

%)

Net revenue

 

 

100.0

%

 

 

100.0

%

 

 

 

Gross margin

 

 

54.2

%

 

 

45.6

%

 

 

8.6

%

 

 

 

 

 

 

 

 

 

 

Operating expenses:

 

 

 

 

 

 

 

 

 

Research and development

 

 

21.1

%

 

 

23.4

%

 

 

(2.3

%)

Selling, general, and administrative

 

 

9.7

%

 

 

10.8

%

 

 

(1.1

%)

Acquired intangibles amortization

 

 

2.2

%

 

 

2.4

%

 

 

(0.2

%)

Restructuring costs

 

 

1.1

%

 

 

0.6

%

 

 

0.5

%

Gain on sale of audio technology assets

 

 

0.0

%

 

 

(2.6

%)

 

 

2.6

%

Operating income

 

 

20.1

%

 

 

11.0

%

 

 

9.1

%

Interest and other income, net

 

 

0.2

%

 

 

0.2

%

 

 

0.0

%

Interest expense

 

 

(1.7

%)

 

 

(2.2

%)

 

 

0.5

%

Loss on extinguishment of debt

 

 

(0.5

%)

 

 

0.0

%

 

 

(0.5

%)

Gain from sale and leaseback transaction

 

 

0.3

%

 

 

0.0

%

 

 

0.3

%

Income before provision for income taxes

 

 

18.4

%

 

 

9.0

%

 

 

9.4

%

Provision for income taxes

 

 

3.7

%

 

 

2.3

%

 

 

1.4

%

Equity investment loss

 

 

0.1

%

 

 

(0.7

%)

 

 

0.8

%

Net income

 

 

14.8

%

 

 

5.9

%

 

 

8.9

%

38

36


Fiscal 20172022 Compared with Fiscal 20162021

Net Revenue.

Net revenue was $1,718.2$1,739.7 million for fiscal 20172022 compared with $1,666.9$1,339.6 million for fiscal 2016,2021, an increase of $51.3$400.1 million, or 3.1%29.9%. Of our fiscal 20172022 net revenue, $1,489.0$1,100.9 million, or 86.7%63.3% of net revenue was from the IoT product applications market, $343.0 million, or 19.7%, of net revenue was from the PC product applications market, and $295.8 million, or 17.0%, of net revenue was from the mobile product applications market and $229.2 million, or 13.3%, of net revenue was from the PC product applications market. The overall increase in net revenue for fiscal 20172022 was attributable to a $29.5an increase of $488.0 million, or 2.0%79.6%, increase in net revenue from mobileIoT product applications despitepartially offset by a 16.5% decline in revenue from our discrete display products which are incorporated into smartphones; and an increasedecrease of $21.8$11.7 million, or 10.5%3.3%, in net revenue from PC product applications. We anticipate that the declineapplications and a decrease of $76.2 million, or 20.5%, in discrete display products will continue as OLED solutions are designed into high-end products.net revenue from mobile product applications. The increase in mobilenet revenue from IoT product applications was primarily driven by ana 45% increase in the units sold (12.7% more units), partially offset byas well as a decrease23.9% increase in average selling prices (which decreased 9.5%).prices. The increasedecrease in net revenue from PC product applications was driven by an increasea 17.0% decrease in the units sold, (7.0% more units) as well as anpartially offset by a 16.4% increase in average selling prices (which increased 3.2%).  prices. The decrease in mobile product applications was driven by a 21.4% decrease in the units sold, partially offset by a 1.2% increase in average selling prices.

Gross Margin.

Gross margin as a percentage of net revenue was 30.5%54.2%, or $523.6$943.1 million, for fiscal 20172022 compared with 34.9%45.6%, or $581.5$611.2 million, for fiscal 2016.2021. The 440860 basis point declineincrease in gross margin was primarily due to a favorable product mix, includingproduct cost reductions, and a decrease in inventory fair value adjustments of $13.8 million, partially offset by a $7.5 million increase in acquired intangibles amortization charged to cost of revenue largely related to the impactacquisition of lower margins on TDDI products and technical issues associated with new optical fingerprint solutions. While gross margin as a percentage of net revenue was negatively impacted by the lower margins on TDDI products, we expect that future generations of TDDI products will be manufactured at lower costs and will deliver gross margins more in-line with corporate averages. Similarly, while the ramp of new fingerprint products negatively impacted our gross margin, we expect gross margins on these new fingerprint products will also fall in-line with our corporate averages when ramped up.DSPG.

We continuously introduce new product solutions, many of which have life cycles of less than one year.  Further, becauseBecause we sell our technology solutions in designs that are generally unique or specific to an OEM customer’s application, gross margin varies on a product-by-product basis, making our cumulative gross margin a blend of our product specific designs. As a virtualfabless manufacturer, our gross margin percentage is generally not materially impacted by our shipment volume. We charge losses on inventory purchase obligations and write-downs to reduce the carrying value of obsolete, slow moving, and non-usable inventory to net realizable value (including warranty costs) to cost of revenue.

Operating Expenses.

Research and Development Expenses. Research and development expenses decreased $18.9increased $53.9 million, to $292.3$367.3 million, for fiscal 20172022 compared with fiscal 2016.2021. The decreaseincrease in research and development expenses primarily reflected (i) an $11.1a $24.3 million decreaseincrease in employeeshare-based compensation primarily due to a substantial increase in our stock price during the first three quarters of fiscal 2022, which also increased the share-based compensation associated with our phantom stock plan. Payroll and employment-relatedvariable compensation costs resulting from a 3% decrease inincreased by $22.6 million, which includes costs associated with research and development headcount from our DSPG acquisition, which included a reduction in headcount due to a restructuring of operations to reduce operating costs, (ii) a $6.3 million decrease in non-employee services, (iii) a $5.4 million decrease in infrastructure costs related to facilities, partially offset by a $6.2 million increase in supplies and project related costs.closed on December 2, 2021.

Selling, General, and Administrative Expenses. Selling, general, and administrative expenses decreased $24.1increased $23.5 million, to $137.6$168.4 million, for fiscal 20172022 compared with fiscal 2016.2021. The decreaseincrease in selling, general and administrative expenses primarily reflected (i) an $11.6a $14.7 million decreaseincrease in employeeshare-based compensation primarily due to a substantial increase in our stock price during the first three quarters of fiscal 2022, which also increased the share-based compensation associated with our phantom stock plan. Payroll and employment-relatedvariable compensation costs resulting from an 8% decrease inincreased by $11.1 million, which includes costs associated with selling, general and administrative headcount from our DSPG acquisition, which included a reduction in headcount due to a restructuring of operations to reduce operating costs, (ii) a $7.0 million decrease in legal expenses, (iii) a $5.1 million reduction in foreign currency losses, partially offset by a $2.9 million increase in facilities related costs, and (iv) a $2.7 million accrual for payroll deposit penalties related to the timing of tax deposits for stock-based compensation.closed on December 2, 2021.

Acquired Intangibles Amortization. Acquired intangibles amortization reflects the amortization of intangibles acquired through recent acquisitions. See Note 67 Goodwill and Acquired Intangible Assets to the consolidated financial statements contained elsewhere in this Report.report.

Impairment of Acquired Intangibles. Impairment of acquired intangibles represents the reduction of the carrying value of intangible assets which have been determined unrecoverable.37


Restructuring costs.Costs. Restructuring costs primarily reflect employee severance costs and facilities consolidation costs related to the restructuring of operations, to reduce operating costs.improve efficiencies in our operational activities and gain synergies from acquisitions. These headcount-related costs included personnel in operations, research and development, and selling, general and administrative functions. Restructuring costs incurred in fiscal 20172022 and fiscal 2016, respectively,2021 were $7.3$18.3 million and $8.6$7.4 million, due to restructuring plans implemented in fiscal

39


2016.  The fiscal 2016 restructuring activities were completed in fiscal 2017.respectively. See Note 1415 Restructuring Activities to the consolidated the financial statements contained elsewhere in this report.

Litigation settlement charge. We accrued a litigation settlement charge during fiscal 2017 in connection withGain on Sale of Audio Technology Assets. Gain on sale of audio technology assets includes the sale of certain legal proceedings disclosed underintangible assets related to our audio products. See Note 81 Organization and Summary of Significant Accounting Policies to the consolidated financial statements contained elsewhere in this report.

Non-Operating Income.

Interest and other income, net.Other Income, Net. Interest and other income, net was $2.6$3.0 million for fiscal 20172022 compared with $5.2$2.9 million for fiscal 2016, resulting from an impairment recovery on investments upon redemption and a gain on legal settlement.2021.

Interest expense.Expense. Interest expense was $30.2 million and $29.5 million, in fiscal 2022 and 2021, respectively, which represents interest and amortization of debt issuance costs and discount on the $250.0$600 million Term Loan Facility issued in December 2021, interest and amortization of debt borrowedissuance costs on the $400.0 million principal amount of the Senior Notes issued in conjunction withMarch 2021, as well as interest and amortization of debt issuance costs and discount on our acquisition of RSP$525 million principal amount convertible notes issued in October 2014.June 2017 and settled in August 2021. See Notes 5, 7 and 15Note 8 Debt to the consolidated financial statements contained elsewhere in this report.

Loss on redemption of convertible notes. Loss on redemption of convertible notes represents the difference between fair value and the carrying value as of the redemption date of the convertible notes. The loss on redemption of convertible notes for fiscal years 2022 and 2021 was $8.1 million and $0.3 million, respectively.

Gain from sale and leaseback transaction. Gain from sale and leaseback transaction represents the gain from the sale of our headquarters buildings and properties located at 1109-1251 McKay Drive and 1140-1150 Ringwood Court, San Jose, California in the third quarter of fiscal 2022. The gain from the sale and leaseback transaction for fiscal 2022 was $5.4 million.

Provision for Income Taxes.

Our effective tax rate is largely attributable to the tax rates in the foreign jurisdictions in which our pre-tax profit is recognized for income tax purposes.provision was $64.6 million in fiscal 2022 and $31.4 million in fiscal 2021. The foreignincrease in our income tax differential has had a significant downward impact on the reconciliation of our provision at the U.S. Federal statutory ratein fiscal 2022 was primarily due to the actual provision for taxes for each fiscal year in the three year period ended with fiscal 2017. While the impact of taxan increase in foreign jurisdictions does have the most significant impact on our effective tax rate, the lower tax rate in fiscal 2016 was also drivenprofits and associated taxes, offset by the permanent extension of the federalincrease in tax benefits associated with stock-based compensation deductions and research tax credit and our ongoing tax planning.development credits. See Note 12“Note 13 Income Taxes” to the consolidated financial statements contained elsewhere in this report for the table reconciling the provision for income taxes from the federal statutory rate for fiscal 20172022, 2021, and 2016.2020.

It is reasonably possible that the amount of liability for unrecognized tax benefits may change within the next 12 months; an estimate of the range of possible changes could result in a decrease of $0.9 million to an increase of $5.8$6.9 million.

In July 2015, the U.S. Tax Court issued an opinion in Altera Corp. v. Commissioner related to a treasury regulation addressing the treatment of stock-based compensation in a cost-sharing arrangement with a related party. The U.S. Department of the Treasury has not withdrawn the requirement in its regulations related to the treatment of stock-based compensation. The Commissioner filed an appeal to the Ninth Circuit Court of Appeals in February 2016. While we determined no adjustment to our financial statements is required due to the uncertainties with respect to the ultimate resolution, we will continue to monitor developments in this case.

Fiscal 20162021 Compared with Fiscal 20152020.

Net Revenue.

Net revenue was $1,666.9 million for fiscal 2016 compared with $1,703.0 million for fiscal 2015, a decrease of $36.1 million, or 2.1%.  Of our fiscal 2016 net revenue, $1,459.5 million, or 87.6%, of net revenue was from the mobile product applications market and $207.4 million, or 12.4%, of net revenue was from the PC product applications market.  The overall decrease in net revenue for fiscal 2016 was attributable to a decrease of $53.5 million, or 20.5%, in net revenue from PC product applications; partially offset by a $17.4 million, or 1.2%, increase in net revenue from mobile product applications which was largely attributable to a 20.3% increase in discrete display products.  The decrease in net revenue from PC product applications was driven by a decrease in the units sold (which decreased 17.4%) as well as a decline in average selling prices (which decreased 3.7%).  The increase in mobile product applications was driven by an increase in average selling prices (which increased 2.4%), partially offset by a decrease in the units sold (which decreased 1.3%).

Gross Margin.

Gross margin as a percent of net revenue was 34.9%, or $581.5 million, for fiscal 2016 compared with 34.0%, or $578.7 million, for fiscal 2015.  The 90 point increase in gross margin was primarily due to a reduction of acquisition-related amortization costsFor discussion related to the acquisition of Renesas SP Drivers, Inc. (the “RSP Acquisition”) in October 2014 and higher gross margins on our DDIC products.

40


Operating Expenses.

Research and Development Expenses.  Research and development expenses increased $18.0 million, to $311.2 million, for fiscal 2016 compared with fiscal 2015.  The increase in research and development expenses primarily reflected (i) a $15.8 million increase in employee compensation and employment-related costs, resulting from a 16% increase in research and development headcount associated with the expansion of our product portfolio and annual compensation adjustments early in the year, (ii) an $11.1 million increase in infrastructure costs related to facilities and information technology to support the additional staff early in the year, partially offset by (x) a $7.8 million decline in non-employee services, and (y) a $2.3 million decline in travel related costs.

Selling, General, and Administrative Expenses.  Selling, general, and administrative expenses increased $33.8 million, to $161.7 million, for fiscal 2016 compared with fiscal 2015.  The increase in selling, general, and administrative expenses primarily reflected (i) a $20.5 million change from foreign currency gains in fiscal 2015 to foreign currency losses in fiscal 2016, primarily related to the remeasurement of RSP Acquisition related liabilities denominated in yen, (ii) a $14.0 million increase in employee compensation and employment-related costs resulting from a 10.0% increase in selling, general, and administrative headcount, including new employees early in the year and annual compensation adjustments, and (iii) a $12.5 million increase in legal expenses, partially offset by (x) a $4.2 million decline in facilities related costs, (y) a $2.9 million decrease in professional services, and (z) a $2.6 million decrease in travel and related expenses,

Acquired Intangibles Amortization.  Acquired intangibles amortization reflects the amortization of intangibles acquired through recent acquisitions.  Acquired intangibles amortization increased in fiscal 2016 due to a full year of amortization from intangibles related to the RSP Acquisition in October 2014.  See Note 5 to the financial statements contained elsewhere in this report.

Impairment of Acquired Intangibles. Impairment of acquired intangibles represents the reduction of the carrying value of intangibles which have been determined unrecoverable.

Change in Contingent Consideration.  Our contingent consideration increased $18.3 million to a credit of $0.5 million for fiscal 2016 compared with a credit of $18.8 million in fiscal 2015.  The change was primarily attributable to a small decrease in the fair value of the contingent consideration in fiscal 2016, which resulted from a small adjustment to account for actual unit sales of products embodying the Validity fingerprint sensor technology through the end of the earn-out period.

Restructuring costs. Restructuring costs primarily reflect employee severance costs related to restructuring of operations to reduce operating costs.  These headcount-related costs included people in operations, research and development, and selling, general and administrative functions.  Restructuring costs incurred in fiscal 2016 were $8.6 million due to restructuring plans implemented in fiscal 2016.  There were no restructuring plans in fiscal 2015.  See Note 14 to the financial statements contained elsewhere in this report.

Non-Operating Income.

Interest and other income, net.  Interest and other income, net was $5.2 million for fiscal 2016 compared with $1.8 million for fiscal 2015, resulting from an impairment recovery on investments upon redemption and a gain on legal settlement.

Interest expense.  Interest expense represents interest on the $250.0 million in debt borrowed in conjunction with our acquisition of RSP in October 2014.  See Notes 5 and 7 to the financial statements contained elsewhere in this report.

Provision for Income Taxes.

Our effective tax rate is largely attributable to the tax rates in the foreign jurisdictions in which our pre-tax profit is recognized for income tax purposes. The foreign tax differential has had a significant downward impact on the reconciliation, although somewhat muted in fiscal 2015, of our provision at the U.S. Federal statutory rate to the actual provision for taxes for each fiscal year in the three year period ended with fiscal 2016. While the impact of tax in foreign jurisdictions does have the most significant impact on our effective tax rate, the lower tax rate in fiscal 2016 was also driven by the permanent extension of the federal research tax credit and our ongoing tax planning.

In fiscal 2015, as part of the integration of technology acquired in connection with our acquisition of RSP, we entered into an intercompany transaction whereby we cross-licensed intellectual property rights among our foreign subsidiaries resulting in a lump-sum payment between members. Because the intercompany transaction was merely a licensing of rights

41


and not the sale of an asset, the applicable accounting guidance requires the tax impact to be recognized in the year of the transaction rather than over the economic life of the asset. As a result, we incurred an incremental tax expense of approximately $11 million during our fiscal 2015. While the immediate impact of this arrangement was a reduction of foreign tax differential benefit in fiscal 2015, the long-term impact was to drive future pre-tax profits into lower tax rate tax jurisdictions within our tax operating structure, specifically involving Japan and Hong Kong, where the statutory tax rates are 35.7% and 16.5%, respectively. If we acquire other technologies or intellectual property in future periods, we anticipate we will enter into intercompany transactions to cross-license those technologies or intellectual property that may result in incremental tax expense. See Note 12 to the consolidated financial statements for the table reconciling the provision for income taxes from the federal statutory rate for fiscal 2016 and 2015.

 

42


Quarterly Results of Operations

The following table sets forth our unaudited quarterly results of operations for the eight quarters in the two-year period ended June 30, 2017.  The following table should be read in conjunction with the financial statements and related notes contained elsewhere in this report.  We have prepared this unaudited information on the same basis as our audited financial statements.  This table includes all adjustments, which are of a normal and recurring nature that we consider necessary for a fair presentation of our financial position and results of operations for the quarters presented.  Past results of operations are not necessarily indicative of future operating performance; accordingly, you should not draw any conclusions about our future results from the results of operations and changes in financial condition for any quarter presented.fiscal 2021 compared to fiscal 2020, please refer to “Part II, Item 7. Management’s Discussion and Analysis of Financial Conditions and Results of Operations” in our fiscal 2021 Form 10-K, which was filed with the SEC on August 23, 2021.

 

 

Three Months Ended

 

(in millions, except per share amounts)

(unaudited)

 

June

2017

 

 

March

2017

 

 

December

2016

 

 

September

2016

 

 

June

2016

 

 

March

2016

 

 

December

2015

 

 

September

2015

 

Net revenue

 

$

426.5

 

 

$

444.2

 

 

$

461.3

 

 

$

386.2

 

 

$

323.9

 

 

$

402.5

 

 

$

470.5

 

 

$

470.0

 

Cost of revenue

 

 

299.7

 

 

 

309.5

 

 

 

322.6

 

 

 

262.8

 

 

 

215.8

 

 

 

258.1

 

 

 

305.3

 

 

 

306.2

 

Gross margin

 

 

126.8

 

 

 

134.7

 

 

 

138.7

 

 

 

123.4

 

 

 

108.1

 

 

 

144.4

 

 

 

165.2

 

 

 

163.8

 

Operating expenses:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Research and development

 

 

73.8

 

 

 

71.6

 

 

 

73.5

 

 

 

73.4

 

 

 

78.2

 

 

 

73.9

 

 

 

78.6

 

 

 

80.5

 

Selling, general, and administrative

 

 

32.6

 

 

 

38.1

 

 

 

32.3

 

 

 

34.6

 

 

 

36.9

 

 

 

43.6

 

 

 

41.0

 

 

 

40.2

 

Acquired intangibles amortization

 

 

2.4

 

 

 

2.4

 

 

 

2.4

 

 

 

4.5

 

 

 

4.6

 

 

 

4.7

 

 

 

4.6

 

 

 

4.7

 

Impairment of acquired intangibles

 

 

 

 

 

 

 

 

 

 

 

 

 

 

6.7

 

 

 

 

 

 

 

 

 

 

Change in contingent consideration

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

1.1

 

 

 

(4.3

)

 

 

2.7

 

Restructuring costs

 

 

 

 

 

0.3

 

 

 

1.7

 

 

 

5.3

 

 

 

6.7

 

 

 

 

 

 

 

 

 

1.9

 

Litigation settlement charge

 

 

 

 

 

10.0

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total operating expenses

 

 

108.8

 

 

 

122.4

 

 

 

109.9

 

 

 

117.8

 

 

 

133.1

 

 

 

123.3

 

 

 

119.9

 

 

 

130.0

 

Operating income/(loss)

 

 

18.0

 

 

 

12.3

 

 

 

28.8

 

 

 

5.6

 

 

 

(25.0

)

 

 

21.1

 

 

 

45.3

 

 

 

33.8

 

Interest and other income, net

 

 

0.1

 

 

 

0.1

 

 

 

2.0

 

 

 

0.4

 

 

 

2.3

 

 

 

2.0

 

 

 

0.4

 

 

 

0.5

 

Interest expense

 

 

(1.7

)

 

 

(1.6

)

 

 

(1.4

)

 

 

(1.3

)

 

 

(1.1

)

 

 

(1.2

)

 

 

(1.2

)

 

 

(1.3

)

Income/(loss) before income taxes

 

 

16.4

 

 

 

10.8

 

 

 

29.4

 

 

 

4.7

 

 

 

(23.8

)

 

 

21.9

 

 

 

44.5

 

 

 

33.0

 

Provision/(benefit) for income taxes

 

 

(1.7

)

 

 

6.3

 

 

 

6.6

 

 

 

1.0

 

 

 

(16.7

)

 

 

1.4

 

 

 

9.5

 

 

 

9.2

 

Equity investment loss

 

 

(0.3

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income/(loss)

 

$

17.8

 

 

 

4.5

 

 

 

22.8

 

 

 

3.7

 

 

$

(7.1

)

 

 

20.5

 

 

 

35.0

 

 

 

23.8

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income/(loss) per share:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

$

0.52

 

 

$

0.13

 

 

$

0.65

 

 

$

0.11

 

 

$

(0.19

)

 

$

0.56

 

 

$

0.96

 

 

$

0.65

 

Diluted

 

$

0.51

 

 

$

0.13

 

 

$

0.64

 

 

$

0.10

 

 

$

(0.19

)

 

$

0.54

 

 

$

0.93

 

 

$

0.62

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Shares used in computing net income/(loss)

   per share:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

 

34.4

 

 

 

34.8

 

 

 

35.1

 

 

 

34.8

 

 

 

36.6

 

 

 

36.8

 

 

 

36.4

 

 

 

36.8

 

Diluted

 

 

35.2

 

 

 

35.4

 

 

 

35.9

 

 

 

35.6

 

 

 

36.6

 

 

 

37.9

 

 

 

37.7

 

 

 

38.2

 

43


Liquidity and Capital Resources

Our cash and cash equivalents were $367.8$824.0 million as of the end of fiscal 20172022 compared with $352.2$836.3 million as of the end of fiscal 2016, an increase2021, a decrease of $15.6$12.3 million. This increase primarilydecrease reflected cash flows provided by operating activities of $152.9$462.7 million partiallyand $14.3 million of cash provided by financing activities, offset by $482.7 million of cash flows used in financing activities, primarily related to $88.0 million used to repurchase shares of our common stock, and investing activities, primarily related to $31.4 million used for the purchase of property and equipment and $18.4 million used for an equity method investment. activities.

We consider almost all earnings of our foreign subsidiaries as not indefinitely investedreinvested overseas and have made no provisionappropriate provisions for income or withholding taxes, that may result from a future repatriation of those earnings. As of June 30, 2017, $213.5the end of fiscal 2022, $624.0 million of cash and cash equivalents was held by our foreign subsidiaries. If these funds are needed for our operations in the United States,U.S., we wouldwill be required to accrue and pay U.S. taxesable to repatriate these funds.funds without any further impact on our tax provision.

Cash Flows from Operating Activities. For fiscal 2017,2022, the $152.9$462.7 million in net cash provided by operating activities was primarily attributable to net income of $48.8$257.5 million plus adjustments for non-cash charges, including acquired intangibles

38


amortization of $123.5 million, share-based compensation costs of $61.8$100.8 million, acquired intangibles amortization of $59.3 million, and depreciation and amortization of $33.2$24.0 million, partially offset byas well as other non-cash adjustments of $18.3$24.1 million, and a net change in operating assets and liabilities of $31.9$19.0 million. The net change in operating assets and liabilities related primarily to a $38.4 million decrease of accounts payable, a $16.8 million decrease in acquisition related liabilities, a $9.6an $81.1 million increase in prepaid expensesaccounts receivable, an increase of $65.1 million in inventories, an increase of $23.2 million in accounts payable, an increase of $48.6 million in income taxes payable and a $7.8an increase of $17.4 million decrease in accrued compensation, partially offset by a $19.5 million increase in other accrued liabilities, a $15.0 million decrease in inventories, and a $6.5 million decrease in other assets.liabilities. Our days sales outstanding decreased from 70was 61 days to 54 days fromin fiscal 2016 to fiscal 2017, due to a much smaller percentage of the quarter’s net revenue occurring late in the June 30, 2017 quarter compared with a much larger percentage of the quarter’s net revenue occurring late in the June 30, 2016 quarter. We do expect DSOs to increase to normalized levels in future quarters which are typically between 60 to 70 days. Despite the decrease in DSOs from June 30, 2016 to June 30, 2017, the Company’s accounts receivable, net increased from $252.6 million to $255.2 million over the same period. The 1.0% increase in accounts receivable, net is due to a significant 31.7% increase in net revenue from the three months ended June 30, 2017 to the three months ended June 30, 2016, partially offset by the fact the net revenue in the three months ended June 30, 2017 occurred more evenly through the quarter2022 as compared to a larger percentage occurring later63 days in the quarter in the three months ended June 30, 2016.fiscal 2021. Our inventory turns increaseddecreased to ninefour times in fiscal 20172022 from six in 2016.  seven times from fiscal 2021.

For fiscal 2016,2021, the $256.6$319.2 million in net cash provided by operating activities was primarily attributable to net income of $72.2$79.6 million plus adjustments for non-cash charges, including acquired intangibles amortization of $73.0$110.1 million, share-based compensation costs of $56.8$66.1 million, and depreciation and amortization of $31.2$21.6 million, partially offset byand a reduction of $34.2 million for gain on sale of audio technology assets, as well as other non-cash adjustments of $6.1$30.4 million, and a net change in operating assets and liabilities of $30.0$45.6 million. The net change in operating assets and liabilities related primarily to a $72.0$53.1 million decrease in inventories, a $32.2 million increase in accounts payable, and a $14.9 million increase in accrued compensation; partially offset by a $25.9 million increase in accounts receivable, and a $9.1$17.2 million increasedecrease in other accrued liabilities, partially offset by a $26.1 million decrease in income taxes payable, an $18.2 million decrease in acquisition related liabilities, and a $15.3 million decrease in accounts payable.  Our days sales outstanding increased from 61 days to 70 days from fiscal 2015 to fiscal 2016.  Our inventory turns decreased to six in fiscal 2016 from eight in 2015.  

For fiscal 2015, the $204.1 million in net cash provided by operating activities was primarily attributable to net income of $110.4 million plus adjustments for non-cash charges, including acquired intangibles amortization of $87.6 million, share-based compensation costs of $44.1 million, depreciation and amortization of $24.8 million, partially offset by other non-cash adjustments of $33.1 million, accretion and remeasurement of contingent consideration liability of $18.8 million, and a net change in operating assets and liabilities of $10.9 million.  The net change in operating assets and liabilities related primarily to the $51.5$9.4 million increase in inventory, partially offset by the $30.2 million increase in accounts payable.  Our days sales outstanding increased from 56 to 61 days from fiscal 2014 to fiscal 2015.  Our inventory turns remained consistent at eight in fiscal 2015prepaid expenses and 2014.  other current assets.

Cash Flows from Investing Activities. Net cash used in investing activities for fiscal 2017, 2016, and 20152022 was $42.3 million, $26.6$482.7 million and $341.3 million, respectively.net cash provided by investing activities in 2021 was $522.6 million. Net cash used in investing activities for fiscal 20172022 consisted primarily of $31.4$501.1 million used for the purchaseacquisition of capital assetsbusinesses, net of cash and $18.4cash equivalents acquired, and $31.1 million used for an equity method investment,the purchases of property and equipment; partially offset by $7.5proceeds from sale and leaseback transaction of $55.9 million and $24.4 million in proceeds from sales of investments.

Net cash used in investing activities for fiscal 20162021 consisted primarily of $28.6$626.5 million used for the purchaseacquisition of businesses, net of cash and cash equivalents acquired, and $21.1 million used for the purchases of capital assets and $4.6 million for the purchase of intangible assets,assets; partially offset by $6.6$95.8 million in proceeds from sales of investments.investments and $34.2 million in proceeds from sale of audio technology assets. Net cash used inprovided by investing activities for fiscal 20152020 consisted primarily of $294.3$138.7 million used for a business acquisition and $51.9of proceeds from the sale of assets, partially offset by $16.3 million used for the purchasepurchases of capital assets, partially offset by $4.9 million in proceeds from sales of non-current investments.  assets.

Cash Flows from Financing Activities. Net cash used inprovided by financing activities for fiscal 2017 and 20162022 was $94.1$14.3 million and $281.1 million, respectively, andfor fiscal 2021 was $274.1 million. Our net cash provided by financing activities for fiscal 20152022 was $93.6 million.  primarily attributable to $600.0 million in proceeds from issuance of debt and $15.2 million in proceeds from issuance of shares, partially offset by $3.0 million of payment on debt, $67.3 million used for payroll taxes for restricted stock units, or RSUs, market stock units, or MSUs, and performance stock units, or PSUs, and $505.6 million used for payment for redemption of convertible notes.

Our net cash used inprovided by financing activities for fiscal 20172021 was primarily attributable to $88.0$400.0 million in proceeds from issuance of debt and $27.8 million in proceeds from issuance of shares, partially offset by $100.0 million of payment on the line-of-credit borrowings, $28.2 million used for payroll taxes for restricted stock units, or RSUs, market stock units, or MSUs, and performance stock units, or PSUs, and $19.4 million used for payment for redemption of convertible notes. Our net cash provided by financing activities for fiscal 2020 was primarily attributable to $100.0 million proceeds from borrowing under the line-of-credit and $34.5 million of proceeds from issuance of shares, partially offset by $30.2 million used to repurchase shares of our common stock in the open market $18.8 million used for the payment of debt, $6.6and $9.7 million used for payroll taxes for DSUs

44


andRSUs, MSUs and $5.3 million used forPSUs.

For discussion related to the paymentstatement of acquisition related liabilities, partially offset by $24.7 million of proceeds from issuance of shares.  Our net cash used in financing activitiesflows for fiscal 20162020, please refer to “Part II, Item 7. Management’s Discussion and Analysis of Financial Conditions and Results of Operations” in our fiscal 2020 Form 10-K, which was primarily attributable to $240.6 million used to repurchase shares of our common stock infiled with the open market, $60.9 million used for the payment of acquisition related liabilities, $15.6 million used for payroll taxes for DSUs and MSUs, and $7.6 million used for the payment of debt, partially offset by $32.4 million of proceeds from issuance of shares and $11.5 million of excess tax benefit from share-based compensation.  Our net cash provided by financing activities for fiscal 2015 was primarily attributable to $245.4 million of proceeds from issuance of long-term debt, $49.1 million of proceeds from common stock issued under our share-based compensation plans, and $12.8 million of excess tax benefit from share-based compensation, partially offset by $121.3 million used to repurchase shares of our common stock in the open market, $72.2 million used for payment of acquisition-related liabilities and $16.0 million used for the payment of payroll taxes for DSUs and MSUs.  SEC on August 21, 2020.

Common Stock Repurchase Program.  In July 2017, As of the end of fiscal 2022, our Board of Directors had cumulatively authorized the purchase of up to an additional $150.0 millionaggregate of $1.8 billion of our common stock pursuant to our common stock repurchase program bringing the cumulative authorized total to $1.3 billion, expiring inthrough July 2019.2025. The program authorizes us to purchase our common stock in the open market or in privately negotiated transactions, depending upon market conditions and other factors. The number of shares purchased, and the timing of purchases is based on the level of our cash balances, general business and market conditions, and other factors, including alternative investment opportunities. Common stock purchased under this program is held as treasury stock. From April 2005 through the end of fiscal 2017,2022, we purchased 25,941,47631,749,195 shares of our common stock in the open market for an aggregate cost of $980.3 million.  Treasury shares purchased prior to August 28, 2008 were not subject to the stock split on that date; if adjusted for the stock split, the average cost would be $32.16.$1.2 billion. As of July 31, 2017,the end of fiscal 2022, we had $226.1$577.4 million, respectively, remaining under our common stock repurchase program.

Senior Debt. On March 11, 2021, we completed an offering of $400.0 million aggregate principal amount of 4.0% senior notes due 2029, or the Senior Notes, in a private offering. The Senior Notes were issued pursuant to an Indenture, dated as of March 11, 2021, or the Indenture, by and among our company, the guarantors named therein and Wells Fargo Bank, National Association, as trustee.

39


The Indenture provides that the Senior Notes will bear interest at a rate of 4.000% per annum, payable in cash semi-annually in arrears on December 15 and June 15 of each year, commencing on June 15, 2021. The Senior Notes will mature on June 15, 2029 and are fully and unconditionally guaranteed, jointly and severally, on a senior unsecured basis by each of our current and future domestic restricted subsidiaries that guarantee our obligations under our senior secured credit facilities.

Prior to June 15, 2024, we may redeem the Senior Notes, in whole or in part, at a redemption price of 100% of the principal amount thereof, plus a make-whole premium set forth in the Indenture, plus accrued and unpaid interest, if any, to, but excluding, the redemption date.

We may redeem some or all of the Senior Notes on or after June 15, 2024 at the redemption prices specified below, plus accrued and unpaid interest, if any, to, but excluding, the redemption date:

Year

 

Price

 

2024

 

 

102

%

2025

 

 

101

%

2026 and thereafter

 

 

100

%

In addition, at any time prior to June 15, 2024, we may redeem up to 40% of the aggregate principal amount of the Senior Notes at a redemption price equal to 104% of the principal amount thereof, plus accrued and unpaid interest, if any, to, but excluding, the applicable redemption date with the net cash proceeds from one or more equity offerings by us.

The Senior Notes are the general unsecured obligations of our company. The Senior Note guarantees are the senior unsecured obligations of each guarantor. Under certain circumstances, the guarantors may be released from their Senior Note guarantees without consent of the holders of Senior Notes. Under the terms of the Indenture, the Senior Notes rank equally in right of payment with all of our and the guarantors’ existing and future senior indebtedness, and rank contractually senior in right of payment to our and the guarantors’ future indebtedness and other obligations that are, by their terms, expressly subordinated in right of payment to the Senior Notes. The Senior Notes are effectively subordinated to our and the guarantors’ existing and future secured indebtedness, including secured indebtedness under our senior secured credit facilities, to the extent of the value of the assets securing such indebtedness. The Senior Notes and guarantees are structurally subordinated to all existing and future indebtedness and liabilities (including trade payables) of our subsidiaries that do not guarantee the Senior Notes.

The Indenture contains covenants that, subject to exceptions and qualifications, among other things, limit our ability and the ability of our Restricted Subsidiaries (as defined in the Indenture) to (i) incur additional indebtedness and guarantee indebtedness; (ii) pay dividends or make other distributions or repurchase or redeem our company’s or any parent’s capital stock; (iii) prepay, redeem or repurchase certain indebtedness; (iv) issue certain preferred stock or similar equity securities; (v) make loans and investments; (vi) dispose of assets; (vii) incur liens; (viii) enter into transactions with affiliates; (ix) enter into agreements restricting its subsidiaries’ ability to pay dividends; and (x) consolidate, merge or sell all or substantially all of its assets.

The Indenture contains customary events of default including, without limitation, failure to make required payments, failure to comply with certain agreements or covenants, cross-acceleration to certain other indebtedness in excess of specified amounts, certain events of bankruptcy and insolvency, and failure to pay certain judgments. An event of default under the Indenture will allow either the trustee or the holders of at least 25% in aggregate principal amount of the then outstanding Senior Notes to accelerate, or in certain cases, will automatically cause the acceleration of, the maturity of the principal, and accrued and unpaid interest, if any, on all outstanding Senior Notes.

Revolving Credit Facility.In connection with the RSP Acquisition, on September 30, 2014, On March 11, 2021, we entered into a Second Amended and Restated Credit Agreement, or the Credit Agreement, with the Lenders,lenders party thereto and Wells Fargo Bank, National Association, as Administrative Agentadministrative agent to, among other changes, extend the maturity date of our senior secured revolving credit facility, to five years from the closing date of the amendment, increase the facility size from $200.0 million to $250.0 million, and replace the requirement to maintain a total debt to Consolidated EBITDA ratio (as defined in the Credit Agreement) of not more than 4.75 to 1.00 with a requirement to maintain a net total debt to Consolidated EBITDA ratio of not more than 3.75 to 1.00 provided that for the Lenders. On October 20, 2015, we entered intofour fiscal quarters ending after the date of a Commitment Increase Agreementmaterial acquisition, such maximum leverage ratio shall be adjusted to 4.25 to 1.00, and First Amendmentthereafter 3.75 to Credit Agreement, or1.00, provided further, that such deemed increase pursuant to the First Amendment, withforegoing shall not apply to more than two material acquisitions consummated during the Administrative Agent and eachterm of the lenders party thereto, which amends the Credit Agreement dated September 30, 2014, among us, the Lenders and the Administrative Agent. On April 6, 2017, we entered into a Commitment Increase Agreement and Second Amendment, or the Incremental Amendment to our existing Credit Agreement.

The Credit Agreement provides for among other things, (i) a revolving credit facility in a principal amount of up to $150 million, subsequently amended and increased in October 2015 to $250 million and in April 2017 to $450 million, which includes a $20 million sublimit for letters of credit and a $20$25 million sublimit for swingline loans, and (ii) a term loan facility in an amount of $150 million.loans. Under the terms of the Credit Agreement, we may, subject to the satisfaction of certain conditions, request increases in the revolving credit facility commitments and additional term loan commitments in an aggregate principal amount of up to $200$150 million to the extent existing or new lenders agree to provide such increased or additional commitments, as applicable. At the initial closing under the Credit Agreement, we borrowed $150 million under the term loan facility and $100 millionFuture proceeds under the revolving credit facility to financeare available for

40


working capital and general corporate purposes. In March 2021 we used a portion of the RSP Acquisition purchase price.proceeds from the Senior Notes described above to repay the $100.0 million outstanding borrowings on this revolving credit facility. As of June 30, 2017, the end of fiscal 2022, there was no balance outstanding balance ofunder the debt was $220.0 million.revolving credit facility.

PursuantBorrowings under the revolving credit facility are required to be repaid in full by March 11, 2026. Debt issuance costs relating to the First Amendment, we exercised our right under the Credit Agreement to request a $100 million increase to the aggregate revolving credit commitment thereunder, for total aggregate revolving credit commitmentsfacility of $250$1.6 million, and the Lenders under the Credit Agreement agreed to provide such increased revolving credit commitments pursuant to the terms of the First Amendment. Pursuant to the Incremental Amendment, we increased the maximum permitted principal amount of incremental loan commitments to $200 million, and utilized such increased amount to obtain additional revolving commitments under the Credit Agreement from each of the existing lendersincluded in the aggregate principal amount of $200 million, such that after giving effect to the Incremental Amendment, the aggregate amount of the revolving commitments under the Credit Agreement became $450 million.  non-current other assets on our consolidated balance sheet, are being amortized over 60 months.

Our obligations under the Credit Agreement are guaranteed by the material domestic subsidiaries of our company, subject to certain exceptions, (such material subsidiaries, togetherwho collectively with our company collectively,are referred to as the Credit Parties).Parties. The obligations of the Credit Parties under the Credit Agreement and the other loan documents delivered in connection therewith are secured by a first priority security interest in substantially all of the existing and future personal property of the Credit Parties, including, without limitation, 65% of the voting capital stock and 100% of the non-voting capital stock of certain of the Credit Parties’ direct foreign subsidiaries, subject to certain exceptions.

Under our Credit Agreement, theThe revolving credit facility and term loans bearbears interest at our election of a Base Rate plus an “Applicable Margin” (as described below)Applicable Margin or LIBOR plus an Applicable Margin. Swingline loans bear interest at a Base Rate plus an Applicable Margin. The Base Rate is a floating rate that is the greater of the Prime Rate, the Federal Funds

45


Rate plus 50 basis points, or LIBOR plus 100 basis points. The “Applicable Margin”Applicable Margin is based on a sliding scale whichthat ranges from zero0.25 to 100 basis points for Base Rate loans and 100 basis points to 200175 basis points for LIBOR loans.

We are required to pay a commitment fee on any unused commitments under the Credit Agreement which is determined on a leverage-based sliding scale ranging from 0.175% to 0.25% per annum. Interest and fees are payable on a quarterly basis. The term loan facility requires repayment over five years with nineteen quarterly principal payments beginning in the three months ended March 31, 2015. Each of the first four quarterly principal payments were $1.9 million, each of the following quarterly principal payments are $3.8 million, with the final principal payment of $90.0 million due on September 30, 2019. The revolving credit facility requires payment in fullLIBOR index is expected to be discontinued at the end of five years on September 30, 2019. Interest on the term loan facility and revolvingJune 2023. Under our credit facility, when the LIBOR index is payable quarterly.discontinued, we will switch to a comparable or successor rate as selected by us and the administrative agent, which may include the Secured Overnight Financing Rate, or SOFR.

Under the Credit Agreement, there are various restrictive covenants, including threetwo financial covenants whichthat limit the consolidated total leverage ratio, or leverage ratio, the consolidated interest coverage ratio, or interest coverage ratio, a restriction which places a limit onthat permits accounts receivable financings provided that the aggregate unpaid amount of permitted accounts receivable financings are no more than the greater of $100 million and 50% of the amount of capital expenditures that may be made in any fiscal year, a restriction that permits up to $50 million per fiscal quarter ofall accounts receivable financings,of the company and sets the Specified Leverage Ratio.specified subsidiaries, and other specific items. The leverage ratio is the ratio of debt as of the measurement date to earnings before interest, taxes, depreciation and amortization, orConsolidated EBITDA, for the four consecutive quarters ending with the quarter of measurement. The current leverage ratio shall not exceed 2.503.75 to 1.01.00 provided that for the four fiscal quarters ending after the date of a material acquisition, such maximum leverage ratio shall be adjusted to 3.04.25 to 1.0,1.00, and thereafter shall not be more than 2.753.75 to 1.0. The interest coverage ratio is Consolidated EBITDA to interest expense for the four consecutive quarters ending with the quarter of measurement. The interest coverage ratio must not be less than 3.50 to 1.0 during the term of the agreement.  The Specified Leverage Ratio is the ratio used in determining, among other things, whether we are permitted to make dividends and/or prepay certain indebtedness, at a fixed ratio of 2.25 to 1.0.Credit Agreement. As of the end of fiscal 2017,2022, we wereremain in compliance with the restrictive covenants.

On June 20, 2017,Term Loan Facility. In December 2021, we entered into that certain First Amendment and Lender Joinder Agreement to the PurchaseCredit Agreement, to, among other things, establish a new $600.0 million incremental term loan facility, or the Term Loan Facility. The Term Loan Facility was advanced by certain existing and new lenders under the Credit Agreement to finance our DSPG acquisition and general corporate purposes. The Term Loan Facility matures on December 2, 2028. Principal on the Term Loan Facility is payable in equal quarterly installments on the last day of each March, June, September and December of each year, beginning December 31, 2021, at a rate of 1.00% per annum.

Borrowings under the Term Loan Facility will accrue interest at the London Interbank Offered Rate, or LIBOR, plus 2.25% or at the base rate plus 1.50%, subject to a 25 basis point step-down based on total gross leverage, and subject to a LIBOR floor of 50 basis points. The base rate is the highest of (i) the Federal Funds Rate plus 0.50%, (ii) the Wells Fargo Bank, National Association prime rate and (iii) the one-month LIBOR plus 1.00%. The Term Loan Facility contains customary representations and warranties, affirmative and negative covenants and events of default, in each case consistent with the Initial Purchasers, pursuantCredit Agreement. The Term Loan Facility does not contain any financial covenant.

The Term Loan Facility is subject to which we agreed to issue and sell, anda 1.00% prepayment premium in the Initial Purchasers agreed to purchase, $500 million aggregate principal amountevent all or any portion of the Company’s NotesTerm Loan Facility is prepaid within the first 6 months in connection with a private placement transaction. Pursuantrepricing transaction only. The Term Loan Facility is subject to the Purchase Agreement, we also granted the Initial Purchasers a 30-day optioncustomary mandatory prepayments, including, commencing June 30, 2023, an excess cash flow sweep, subject to purchase up to an additional $25 million aggregate principal amount of Notes, which was exercised in full on June 21, 2017. The net proceeds from the Offering, after deducting discountscustomary step-downs and commissions and estimated offering expenses payable by the Company, were approximately $514.5 million, which includes proceeds from the exercise of the Initial Purchasers’ option to purchase additional Notes. The Offering was completed on June 26, 2017.thresholds.

On June 26, 2017, we used $220.0 million of the proceeds from the Notes to pay the balance due on our revolving credit facility, plus interest due, and to pay the balance due on our term loan, plus interest due. As of June 26, 2017, the term loan was fully paid and closed. In July 2017, we made an election to reduce the commitment under the revolving credit facility to $250.0 million.41


$100 Million Shelf Registration. We have registered an aggregate of $100.0 million of common stock and preferred stock for issuance in connection with acquisitions, which shares generally will be freely tradeable after their issuance under Rule 145 of the Securities Act unless held by an affiliate of the acquired company, in which case such shares will be subject to the volume and manner of sale restrictions of Rule 144 of the Securities Act.

Liquidity andWorking Capital Resources.  Needs.We believe our existing cash and cash equivalents, anticipated cash flows from operating activities, and available credit under the Credit Agreement and net proceeds from our Notesrevolving credit facility will be sufficient to meet our working capital and other cash requirements and our debt service obligations, for at least the next 12 months, including the Conexant Acquisition, the Marvell Business Acquisition, our contingent consideration obligations associated with the acquisition of Validity, and our debt service obligations.months. Our future capital requirements will depend on many factors, including our revenue, the effectiveness of vaccines on COVID-19 variants, including the deployment of those vaccines to help reduce the length, duration and severity of the COVID-19 pandemic, the timing and extent of spending to support product development efforts, costs associated with restructuring activities net of projected savings from those activities, costs related to protecting our intellectual property, the expansion of sales and marketing activities, timing of introductionsintroduction of new products and enhancements to existing products, the costs to ensure access to adequate manufacturing, the costs of maintaining sufficient space for our expanding workforce, the continuing market acceptance of our product solutions, our common stock repurchase program, and the amount and timing of our investments in, or acquisitions of, other technologies or companies. Further equity or debt financing may not be available to us on acceptable terms or at all. If sufficient funds are not available or are not available on acceptable terms, our ability to fund our future long-term working capital needs, take advantage of business opportunities or to respond to competitive pressures could be limited or severely constrained.

46Based on our ability to access our cash and cash equivalents, our expected operating cash flows, and our other sources of cash, we do not currently anticipate the need to remit undistributed earnings of our foreign subsidiaries to meet our working capital and other cash requirements. While we have accrued taxes on almost all of our undistributed earnings of our foreign subsidiaries, if we did remit such earnings, we may be required to pay certain state and foreign taxes to repatriate these funds, which would impact our operating cash flows.


Contractual Obligations and Commercial Commitments

Commitments. The following table sets forth a summary of our material contractual obligations and commercial commitments as of the end of fiscal 20172022 (in millions):

 

 

Payments due by period

 

 

Payments due by period

 

Contractual Obligations

 

Total

 

 

Less than

1 year

 

 

1-3

Years

 

 

3-5

Years

 

 

Total

 

 

Less than
1 year

 

 

1-3
Years

 

 

3-5
Years

 

 

Thereafter

 

Long-term debt (1)

 

$

235.9

 

 

$

21.8

 

 

$

214.1

 

 

$

 

 

$

1,282.5

 

 

$

45.5

 

 

$

95.0

 

 

$

94.0

 

 

$

1,048.0

 

Leases

 

 

12.1

 

 

 

7.9

 

 

 

3.7

 

 

 

0.5

 

 

 

71.6

 

 

 

6.3

 

 

 

19.5

 

 

 

17.3

 

 

 

28.5

 

Purchase obligations and other commitments (2)

 

 

55.2

 

 

 

48.5

 

 

 

6.7

 

 

 

 

 

 

247.3

 

 

 

121.4

 

 

 

106.9

 

 

 

19.0

 

 

 

 

Other obligations (3)

 

 

8.7

 

 

 

8.7

 

 

 

 

 

 

 

Total

 

$

311.9

 

 

$

86.9

 

 

$

224.5

 

 

$

0.5

 

 

$

1,601.4

 

 

$

173.2

 

 

$

221.4

 

 

$

130.3

 

 

$

1,076.5

 

 

(1)

(1)

Represents the principal and interest payable through the maturity date of the underlying contractual obligation.  The obligations were paid in full on June 26, 2017, subsequent to our fiscal 2017, with a portion of the net proceeds from our Convertible Notes issued on June 26, 2017.  As of June 26, 2017, we had $525 million aggregate principal amount of long-term debt outstanding under our Convertible Notes.

(2)

Purchase obligations and other commitments include payments due for inventory purchase obligations with contract manufacturers and long-term software tool licenses.

(3)

Represents payments retained in connection with the earn-out consideration related to the Validity acquisition.

In connection with the acquisition of Validity in November 2013, we entered into a contingent consideration arrangement.  As of June 30, 2017, the balance represents amounts we have not paid and have retained, subject to the resolution of matters related to the Amkor Technology legal dispute (see Legal Proceedings under Note 8 to the financial statements contained elsewhere in this report).  The earn-out period for this arrangement was complete as of March 31, 2016.  We estimated the fair value of the final earn-out consideration liability as of June 30, 2017 to be $8.7 million.  

underlying contractual obligation.
(2)
Purchase obligations and other commitments include payments due for inventory purchase obligations with contract manufacturers, long-term software tool licenses, and other licenses.

The amounts in the table above exclude gross unrecognized tax benefits related to uncertain tax positions of $15.2$29.8 million. As of June 30, 2017,the end of fiscal 2022, we were unable to make a reasonably reliable estimate of when cash settlement with a taxing authority may occur in connection with our gross unrecognized tax benefit.

Off-Balance Sheet Arrangements

We do not have any transactions, arrangements, or other relationships with unconsolidated entities that are reasonably likely to materially affect our financial condition, revenues or expenses, results of operations, liquidity, or capital resources. We have no special purpose or limited purpose entities that provide off-balance sheet financing, liquidity, or market or credit risk support; engage in leasing, hedging, or research and development services; or have other relationships that expose us to liability that is not reflected in our financial statements.

Recently Issued Accounting Pronouncements Not Yet Effective

In October 2016, the Financial Accounting Standards Board, or FASB, issued an accounting standard update, or ASU, on Income Taxes: Intra-Entity Transfers of Assets Other Than Inventory, which reduces the complexity in the accounting standards by allowing the recognition of current and deferred income taxes for an intra-entity asset transfer, other than inventory, when the transfer occurs. Historically, recognition of the income tax consequence was not recognized until the asset was sold to an outside party. This amendment should be applied on a modified retrospective basis through a cumulative-effect adjustment directly to retained earnings as of the beginning of the period of adoption. There are no new disclosure requirements. This ASU is effective for us beginning in the first quarter of fiscal 2019, and early adoption is permitted.  We intend to adopt this ASU in our first quarter of fiscal 2018 and anticipate a cumulative-effect adjustment of approximately $8.3 million as a reduction of retained earnings.

In May 2014,2021, the FASB issued ASU No. 2021-08 “Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers.” This ASU clarifies that an ASU onacquirer of a business should recognize and measure contract assets and contract liabilities in a business combination in accordance with Accounting Standards Codification Topic 606, Revenue from Contracts with Customers. The ASU will supersede most of the existing revenue recognition guidance in U.S. GAAP when the new standard becomes effective, and requires entities to recognize revenue when they transfer promised goods or services to customers in an amount that reflects the consideration which the entity expects to be entitled to in exchange for those goods or services. The ASUNo. 2021-08 is effective for us in ourpublic business entities for fiscal years, including interim periods within those fiscal years, beginning after December 15, 2022, with early

42


application permitted. This ASU is applicable to the Company's fiscal year 2019, with earlybeginning June 25, 2023, and the impact of its adoption permitted in the first quarter of fiscal 2018.  We will not early adopt the new standard.  The new standard permits the use of either the full retrospective or cumulative effect transition method and we currently anticipate adopting the standard using the cumulative effect transition method.  Based on our initial assessment of the ASU and our related customer contracts and current revenue recognition methodologies and processes, the new revenue standard is

47


not expected to have a material impact on the amount and timing of revenue recognized in ourCompany’s consolidated financial statements.  

In March 2016,statements will depend on the FASB issued an ASU for Compensation-Stock Compensation.  This update simplifies several aspects of the accounting for employee share-based payment transactions including the accounting for income taxes, forfeitures, and statutory tax withholding requirements, as well as classification in the statement of cash flows. Upon adoption of this ASU in our first quarter of fiscal 2018, we plan to change our accounting policy to account for forfeitures as they occur.  We will apply the accounting policy change on a modified retrospective basis and we estimate a cumulative effect adjustment of approximately $21.8 million as an increase to retained earnings, $3.7 million increase to additional paid-in capital and establishing an additional $25.5 million of deferred tax assets for research credit and alternative minimum tax credit carryforwards.  We will reflect excess tax benefits for share-based payments in the statement of cash flows as operating activities rather than financing activities on a prospective basis.

In February 2016, the FASB issued an ASU on Leases. This update requires organizations that lease assets with lease terms of more than 12 months to recognizecontract assets and liabilities for the rights and obligations created by those leases on their balance sheets. It also requires new qualitative and quantitative disclosures to help investors and other financial statement users better understand the amount, timing, and uncertainty of cash flows arising from leases. The new standard will be effective for us beginningacquired in the first quarter of our fiscal year 2020, with early adoption permitted. business combinations after that date.

43


ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We are evaluating the effects of adoption of this ASU on our consolidated financial statements.

In July 2015, the FASB issued an ASU that requires an entityexposed to measure inventory at the lower of cost and net realizable value when the first-in, first-out, or average cost method is used. Net realizable value is the estimated selling pricecertain market risks in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation. The adoption of this ASU in our first quarter of fiscal 2018 is not expected to have a material impact on our consolidated financial statements.business. These risks primarily include:

48


ITEM 7A.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Foreign currency exchange riskCurrency Exchange Risk

In the past, we have had relatively little exposure to foreign currency exchange risks and foreign exchange losses have been immaterial.  However, with our acquisition of RSP, our foreign currency exchange risk profile changed during fiscal 2015 as a result of transitioning the RSP business from a primarily Japanese yen-based revenue and cost of goods model to a U.S. dollar-based revenue and cost of goods model, and incurring yen-denominated acquisition holdback liabilities to the sellers at the RSP Acquisition Closing Date.

Our total net revenue for fiscal 20172022 and fiscal 20162021 was denominated in U.S. dollars.  Net revenue denominated in foreign currencies was approximately 4% of our total net revenue for fiscal 2015. Costs denominated in foreign currencies were approximately 9%, 10% and 11%13% of our total costs forin each of fiscal 2017, 20162022 and 2015, respectively.2021.

We face the risk that our accounts payable and acquisition-related liabilities denominated in foreign currencies will increase if such foreign currencies strengthen quickly and significantly against the U.S. dollar. Approximately 5% and 20%2% of our accounts payable were denominated in foreign currencies at June 30, 201725, 2022 and 2016, respectively. Approximately zero and $6.2 million in acquisition-related liabilities at June 30, 2017 and 2016 were denominated in a foreign currency.26, 2021.

To provide an assessment of the foreign currency exchange risk associated with our foreign currency exposures within revenue, cost, and operating expenses, we performed a sensitivity analysis to determine the impact that an adverse change in exchange rates would have on our financial statements. A hypothetical weighted-average change of 10% in currency exchange rates would have changed our operating income before taxes by approximately $14.0$17.4 million and our net income by approximately $24.3 million for fiscal 2017,2022, assuming no offsetting hedge positions. However, this quantitative measure has inherent limitations. The sensitivity analysis disregards the possibility that U.S. dollar and other exchange rates can move in opposite directions and that gains from one currency may or may not be offset by losses from another currency.

We enter into foreign currency contracts to manage exposure related to certain foreign currency obligations.  The foreign currency contracts are not designated as hedging instruments and, accordingly, are not subject to hedge accounting.  In fiscal 2015, we began entering into foreign currency forward contracts to purchase Japanese yen, using U.S. dollars. As of June 30, 2017, we had no outstanding foreign currency forward contracts.  

Variable Interest Rate Risk

Under our Credit Agreement, the revolving credit facility and term loans bear interest at our election of a Base Rate plus an Applicable Margin or LIBOR plus an Applicable Margin. Swingline loans bear interest at a Base Rate plus an Applicable Margin. The Base Rate is a floating rate that is the greater of the Prime Rate, the Federal Funds Rate plus 50 basis points, or LIBOR plus 100 basis points. The Applicable Margin is based on a sliding scale which ranges from zero to 100 basis points for Base Rate loans and 100 basis points to 200 basis points for LIBOR loans. We are also required to pay a commitment fee for the unused portion of the revolving credit facility, which ranges from 0.25% to 0.45% per annum. A one percent increase in the variable rate of interest on the term loan and revolving credit facility would increase interest expense by approximately $2.2 million annually. Subsequent to the end of our fiscal 2017, on June 26, 2017, we paid off the term loan and revolving credit facility debt obligations totaling $220.0 million, plus interest.  The term loan has been closed and we continue to have funds available under the revolving credit facility. See Note 15 Subsequent Events to the consolidated financial statements contained elsewhere in this report.

Interest rate risk on Cash, Cash Equivalents and ARS investments

Our exposure to market risk for changes in interest rates relates primarily to our cash and cash equivalents and ARSshort-term investments. We do not use our investment portfolio for trading or other speculative purposes.

Our non-current investments, which consist of ARS investments, have a par value of $5.0 million and have failed to settle in auctions beginning in 2007.  These investments are not liquid, and in the event we need to access these funds, we will not be able to do so without a loss of principal, unless redeemed by the issuers or a future auction on these investments is successful.  During fiscal 2017, $7.5 million of our ARS investments were redeemed and we recognized a gain of $1.9 million on these investments.

Our failed ARS investments were compared to other observable market data or securities with similar characteristics.  Our estimate of the fair value of our ARS investments could continue to fluctuate from period to period depending on future market conditions.

49


We have ARS investments with a fair value of $1.5 million with no maturity date and which are below investment grade.

Based on our ability to access our cash and cash equivalents, our expected operating cash flows, and our other sources of cash, we do not anticipate the lack of liquidity on these investments to affect our ability to operate our business as usual.

There have been no significant changes in the maturity dates and average interest rates for our cash equivalents subsequent to fiscal 2017.  2022.

ITEM 8.

FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Interest Rate Risk on Debt

With our outstanding debt, we are exposed to various forms of market risk, including the potential losses arising from adverse changes in interest rates on our outstanding Term Loan, including changes that may result from implementation of new benchmark rates that replace LIBOR. See “Note 8. Debt” for further information. A hypothetical increase in the interest rate by 1% would result in an increase in annual interest expense by approximately $1.6 million.

We currently carry debt that relies on the six-month LIBOR as the benchmark rate. The six-month LIBOR is expected to cease publication after June 30, 2023. To the extent the six-month LIBOR ceases to exist, the Term Loan agreement contemplates an alternative benchmark rate without the need for any amendment thereto.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Reference is made to the financial statements, the report of our independent registered public accounting firm, and the notes thereto commencing at page F-1 of this report, which financial statements, report, and notes are incorporated herein by reference. Reference is also made to the quarterly results of operations included elsewhere in this report, which are incorporated herein by reference.

ITEM 9.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

Not applicable.

ITEM 9A.

CONTROLS AND PROCEDURES

ITEM 9A. CONTROLS AND PROCEDURES

Conclusions Regarding Disclosure Controls and Procedures

Although many of the restrictions and containment measures implemented by governmental authorities in response to the COVID-19 pandemic have since been lifted or scaled back, some of our employees continue to work from home, or on a hybrid basis. Established business continuity plans were initiated in order to mitigate the impact to our control environment, operating procedures, data, and internal controls. The design of our processes and controls allow for remote execution with accessibility to secure data.

44


Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act). Based on this evaluation, our Chief Executive Officer and Chief Financial Officer, as of June 24, 2017,25, 2022, concluded that our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) arewere effective to ensure that information required to be disclosed by us in the reports we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the SEC rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

Management’s Report on Internal Control Over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) for our Company.company. Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework in the Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO 2013 framework).

Based on our evaluation under the COSO 2013 framework, our management concluded that our internal control over financial reporting was effective, at the reasonable assurance level, as of June 24, 2017.25, 2022. The effectiveness of our internal control over financial reporting as of June 24, 201725, 2022 has been audited by KPMG LLP, an independent registered public accounting firm, as stated in their report included herein on page F-2.

Changes in Internal Control Over Financial Reporting

ThereExcept as noted above, there were no changes in our internal control over financial reporting that occurred during our most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Inherent Limitations on Effectiveness of Controls

Our management, including our Chief Executive Officer and Chief Financial Officer, does not expect that our disclosure controls and procedures or our internal controls over financial reporting will prevent all error and all fraud. A

50


control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues, misstatements, errors, and instances of fraud, if any, within our company have been or will be prevented or detected. Further, internal controls may become inadequate as a result of changes in conditions, or through the deterioration of the degree of compliance with policies or procedures.

ITEM 9B.

OTHER INFORMATION

ITEM 9B. OTHER INFORMATION

There were no items requiring reporting on Form 8-K that were not reported on Form 8-K during the fourth quarter of the year covered by this Form 10-K.

5145


PART III

ITEM 10.

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

The information required by this Item relating to directors of our company and corporate governance is incorporated herein by reference to the definitive Proxy Statement to be filed pursuant to Regulation 14A of the Exchange Act for our 20172022 Annual Meeting of Stockholders. The information required by this Item relating to our executive officers is included in Item 1. Business – Information about our Executive Officers of the Registrant.Officers.

We have adopted a code of ethics that applies to our principalchief executive officer, principalchief financial officer, chief accounting officer, and other senior accounting personnel. The “Code of Ethics for the CEO and Senior Financial Officers” is located on our website at www.synaptics.com in the Investor Relations section under Corporate Governance.

We intend to satisfy the disclosure requirement under Item 5.05(c) of Form 8-K regarding any amendment to, or waiver from, a provision of this code of ethics by posting such information on our website, at the address and location specified above.

ITEM 11.

EXECUTIVE COMPENSATION

ITEM 11. EXECUTIVE COMPENSATION

The information required by this Item is incorporated herein by reference to the definitive Proxy Statement (particularly under the caption “Executive Compensation”) to be filed pursuant to Regulation 14A of the Exchange Act for our 20172022 Annual Meeting of Stockholders.

ITEM 12.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The information required by this Item is incorporated herein by reference to the definitive Proxy Statement (particularly under the captions “Security Ownership of Principal Stockholders, Directors, and Officers” and “Executive Compensation—Stock-Based Compensation Plan Information”) to be filed pursuant to Regulation 14A of the Exchange Act for our 20172022 Annual Meeting of Stockholders.

ITEM 13.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

The information required by this Item is incorporated herein by reference to the definitive Proxy Statement (particularly under the caption “Certain Relationships and Related Transactions”) to be filed pursuant to Regulation 14A of the Exchange Act for our 20172022 Annual Meeting of Stockholders.

ITEM 14.

PRINCIPAL ACCOUNTANT FEES AND SERVICES

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

The information required by this Item is incorporated herein by reference to the definitive Proxy Statement (particularly under the caption “Ratification of Appointment of Independent Auditor”) to be filed pursuant to Regulation 14A of the Exchange Act for our 20172022 Annual Meeting of Stockholders.

5246


PART IV

ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a) Financial Statements and Financial Statement Schedules

(1) Financial Statements are listed in the Index to Financial Statements on page F-1 of this report.

(b) Exhibits

ITEM 15.

EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a)

Financial Statements and Financial Statement Schedules

 

(1)

Financial Statements are listed in the Index to Financial Statements on page F-1 of this report.

(b)

Exhibits

Exhibit
Number

ExhibitIncorporated by Reference

Exhibit

Number

 

Exhibit

To

Date Filed

1.1  2.1(a)#

 

Asset Purchase Agreement, dated as of June 20, 2017, by and between the Company and Wells Fargo Securities, LLC, as representative of the initial purchasers named therein. (1)

2.1

Agreement and Plan of ReorganizationDecember 18, 2019, by and among Synaptics Incorporated Itsme Acquisitionand Creative Legend Investments Ltd.

Quarterly Report on Form 10-Q

February 6, 2020

  2.1(b)#

First Amendment to Asset Purchase Agreement, dated March 3, 2020, by and among Synaptics Incorporated and Creative Legend Investments Ltd.

Quarterly Report on Form 10-Q

May 7, 2020

  2.1(c)

Second Amendment to Asset Purchase Agreement, dated April 15, 2020, by and among Synaptics Incorporated and Beijing OmniVision Technologies Co. Ltd.

Annual Report on Form 10-K

August 21, 2020

  2.2#

Agreement and Plan of Merger, dated July 17, 2020, by and among Synaptics Incorporated, DisplayLink Corp., Itsme Acquisition II LLC, Validity Sensors,Falcon Merger Sub, Inc., the sellers who became parties thereto and Shareholder Representative Services LLC

Quarterly Report on Form 10-Q

November 5, 2020

  2.3

Agreement and Plan of Merger by and among DSP Group, Inc., Synaptics Incorporated and Osprey Merger Sub, Inc., dated as of October 9, 2013 (2)August 30, 2021.

Quarterly Report on Form 10-Q

November 4, 2021

 

 

 

2.2†#

2.3#  3.1

 

Stock Purchase Agreement, dated June 11, 2014, by and among Renesas Electronics Corporation, Renesas SP Drivers, Inc., Renesas SP Drivers Taiwan, Inc., Sharp Corporation, Powerchip Technology Corp., Global Powertec Co. Ltd., Quantum Vision Corporation, the registrant and Synaptics Holding GmbH (3)Certificate of Incorporation

Quarterly Report on Form 10-Q

Stock Purchase Agreement, dated June 11, 2017, by and among Synaptics Incorporated, Lakestar Semi, Inc., CNXT Holdings, Inc. and Conexant Systems, LLC (4)February 21, 2002

 

 

 

3.1  3.2

 

Certificate of Incorporation (5)

3.2

Certificate of Designation of Series A Junior Participating Preferred Stock (6)

Registration Statement on Form 8-A

August 16, 2002

 

 

 

3.3

 

Third Amended and Restated Bylaws (amended and restated as of July 27, 2010) (7)

Current Report on Form 8-K

August 2, 2010

 

 

 

3.4

 

Certificate of Amendment of Certificate of Incorporation of the registrant (8)

Current Report on Form 8-K

December 7, 2004

 

 

 

3.5

 

Certificate of Amendment of Certificate of Incorporation of the registrant (9)

Current Report on Form 8-K

October 22, 2010

 

 

 

4.1

 

Form of Common Stock Certificate (10)

Annual Report on Form 10-K

September 12, 2002

 

 

 

4.2

 

Indenture, dated as of June 26, 2017, by and between the Company and Wells Fargo, National Association, as trustee (1)

Current Report on Form 8-K

June 26, 2017

 

 

 

4.3

 

Form of 0.50% Convertible Senior Note due 2022

Current Report on Form 8-K

June 26, 2017

 

 

 

10.1

10.1.1  4.2

 

Description of Registrant’s Securities

Annual Report on Form 10-K

August 23, 2019

  4.3

Indenture, dated as of March 11, 2021, by and among the Company, the guarantors named therein and Wells Fargo Bank, National Association, as trustee

Current Report on Form 8-K

March 11, 2021

  4.6

Form of 4.000% Senior Notes due 2029 (included in Exhibit 4.3).

47


10.1(a)

Second Amended and Restated Credit Agreement, dated March 11, 2021, by and among Synaptics Incorporated, as borrower, the lenders from time to time party thereto, Wells Fargo Bank, National Association, as administrative agent, swingline lender and issuing lender, Wells Fargo Securities, LLC, as joint lead arranger and joint bookrunner, MUFG Union Bank, N.A. and BMO Capital Markets Corp., as joint lead arrangers, joint bookrunners and co-syndication agents

Current Report on Form 8-K

March 11, 2021

10.1(b)

First Amendment and Lender Joinder Agreement, dated as of September 30, 2014,December 2, 2021, by and among Synaptics Incorporated, the lendersLenders party thereto, and Wells Fargo Bank, National Association, as administrative agent (11)Administrative Agent

Current Report on Form 8-K

December 2, 2021

Commitment Increase Agreement and First Amendment to Credit Agreement, dated as of October 20, 2015 (12)

 

 

 

10.1.210.2(a)*

 

Commitment Increase Agreement and Second Amendment to Credit Agreement, dated April 6, 2017. (13)Synaptics Incorporated 2019 Inducement Equity Plan

Registration Statement on Form S-8

August 16, 2019

 

 

 

10.6(a)10.2(b)*

 

Form of Restricted Stock Unit Inducement Award Agreement for 2019 Inducement Equity Plan

Registration Statement on Form S-8

August 16, 2019

10.2(c)*

Form of Market Stock Unit Inducement Award Agreement for 2019 Inducement Equity Plan

Registration Statement on Form S-8

August 16, 2019

10.2(d)*

Form of Performance Stock Unit Inducement Award Agreement for 2019 Inducement Equity Plan

Registration Statement on Form S-8

August 16, 2019

10.3(a)*

2019 Equity and Incentive Compensation Plan

Registration Statement on Form S-8

November 1, 2019

10.3(b)*

Amended and Restated 20012019 Equity and Incentive Compensation Plan (as amended through January 23, 2007) (14)

Current Report on Form 8-K

October 29, 2020

 

 

 

10.6(b)10.3(c)*

 

Form of grant agreements for Amended and Restated 20012019 Equity and Incentive Compensation Plan (15)

Current Report on Form 8-K

October 28, 2021

 

 

 

10.6(c)10.3(d)*

 

Form of deferred stock award agreement for AmendedRestricted Stock Unit Award Agreement under the 2019 Equity and Restated 2001 Incentive Compensation Plan (16)(for awards granted before July 27, 2021)

Registration Statement on Form S-8

November 1, 2019

 

 

 

10.24(a)10.3(e)*

 

Form of Performance Stock Unit Award Agreement under the 2019 Equity and Incentive Compensation Plan (for awards granted before July 27, 2021)

Registration Statement on Form S-8

November 1, 2019

10.3(f)*

Form of Market Stock Unit Award Agreement under the 2019 Equity and Incentive Compensation Plan

Registration Statement on Form S-8

November 1, 2019

10.3(g)*

Form of Restricted Stock Unit Award Agreement under the 2019 Equity and Incentive Compensation Plan (for awards granted after July 27, 2021)

Annual Report on Form 10-K

August 23, 2021

10.3(h)*

Form of Performance Stock Unit Award Agreement under the 2019 Equity and Incentive Compensation Plan (for awards granted after July 27, 2021)

Annual Report on Form 10-K

August 23, 2021

10.3(i)*

Form of Market Stock Unit Award Agreement under the 2019 Equity and Incentive Compensation Plan

Quarterly Report on Form 10-Q

November 5, 2020

10.3(j)*

Form of Performance Stock Unit Award Agreement under the 2019 Equity and Incentive Compensation Plan

Quarterly Report on Form 10-Q

November 5, 2020

48


10.3(k)*

Form of Market Stock Unit Award Agreement under the 2019 Equity and Incentive Compensation Plan

Filed herewith

10.4*

2019 Employee Stock Purchase Plan

Registration Statement on Form S-8

November 1, 2019

10.5(a)*

Amended and Restated 2010 Incentive Compensation Plan, (17)as amended effective on October 30, 2018

Current Report on Form 8-K

November 1, 2018

 

 

 

10.24(b)10.5(b)*

 

Form of Non-Qualified Stock Option Agreement for 2010 Incentive Compensation Plan

Annual Report on Form 10-K

August 18, 2017

 

 

 

10.24(c)10.5(c)*

 

Form of Incentive Stock Option Agreement for 2010 Incentive Compensation Plan (18)

Current Report on Form 8-K

October 22, 2010

 

 

 

10.24(d)10.5(d)*

 

Form of Deferred Stock Award Agreement for 2010 Incentive Compensation Plan

Annual Report on Form 10-K

August 18, 2017

 

 

 

10.5(e)*

 

53


Exhibit
Number

Exhibit

10.24(e)*

Form of Deferred Stock Award Agreement for Market Stock Units for Amended and Restated 2010 Incentive Compensation Plan

Quarterly Report on Form 10-Q

February 8, 2018

 

 

 

10.25(a)10.5(f)*

 

Form of Deferred Stock Award Agreement for Performance Stock Units for Amended and Restated 2010 Employee Stock PurchaseIncentive Compensation Plan (3)

Quarterly Report on Form 10-Q

February 8, 2018

 

 

 

10.26*10.6*

 

Change of Control Severance Policy for Principal Executive Officers (3)

Annual Report on Form 10-K

August 23, 2019

 

 

 

10.27*10.7*

 

Severance Policy for Principal Executive Officers (19)

Annual Report on Form 10-K

August 23, 2019

 

 

 

10.28*10.8*

 

Employment Offer Letter dated September 28, 2011 between the registrant and Richard Bergman (20)

10.29*

Employment Offer Letter dated April 23, 2015 between the registrant and Wajid Ali (21)

10.30*

Form of Director and Officer Indemnification Agreement (22)

Current Report on Form 8-K

May 17, 2016

21

 

List of Subsidiaries

10.9*

 

Employment Offer Letter, dated February 7, 2019 between the registrant and Kermit Nolan

Quarterly Report on Form 10-Q

May 9, 2019

23.1

 

10.10*

Written Description of the Synaptics Incorporated Retention Program Adopted May 6, 2019

Annual Report on Form 10-K

August 23, 2019

10.11*

Employment Offer Letter, dated August 1, 2019 between the registrant and Michael Hurlston

Quarterly Report on Form 10-Q

November 17, 2019

10.12*

Employment Offer Letter, dated October 7, 2019 between the registrant and Dean Butler

Quarterly Report on Form 10-Q

February 6, 2020

10.13*

Employment Offer Letter, dated February 26, 2020 between the registrant and Phil Kumin

Annual Report on Form 10-K

August 21, 2020

10.14*

Employment Offer Letter, dated December 4, 2018 between the registrant and Saleel Awsare

Annual Report on Form 10-K

August 21, 2020

10.17(a)

Purchase and Sale Agreement with Escrow Instructions, dated November 24, 2021, by and between Synaptics Incorporated and SBC & D Co., Inc. d/b/a South Bay Development Company

Current Report on Form 8-K

December 1, 2021

10.17(b)

First Amendment to Purchase and Sale Agreement with Escrow Instructions, dated December 20, 2021, by and between Synaptics Incorporated and SBC & D Co., Inc. d/b/a South Bay Development Company

Quarterly Report on Form 10-Q

February 3, 2022

21

List of Subsidiaries

Filed herewith

49


23.1

Consent of Independent Registered Public Accounting Firm

Filed herewith

 

 

 

31.1

 

Certification of Chief Executive Officer pursuant to Rule 13a-14(a)/15d-14(a)

Filed herewith

 

 

 

31.2

 

Certification of Chief Financial Officer pursuant to Rule 13a-14(a)/15d-14(a)

Filed herewith

 

 

 

32.1##

 

Section 1350 Certification of Chief Executive Officer

Furnished herewith

 

 

 

32.2##

 

Section 1350 Certification of Chief Financial Officer

Furnished herewith

 

 

 

101.INS

Inline

 

XBRL Instance Document

Filed herewith

 

 

 

101.SCH

Inline

 

XBRL Taxonomy Extension Schema Document

Filed herewith

 

 

 

101.CAL

Inline

 

XBRL Taxonomy Extension Calculation Linkbase Document

Filed herewith

 

 

 

101.DEF

Inline

 

XBRL Taxonomy Extension Definition Linkbase Document

Filed herewith

 

 

 

101.LAB

Inline

 

XBRL Taxonomy Extension Label Linkbase Document

Filed herewith

 

 

 

101.PRE

Inline

 

XBRL Taxonomy Extension Presentation Linkbase Document

Filed herewith

104

Cover Page Interactive Data File – The cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document

Filed herewith

 

(1)*

Incorporated by reference to the Registrant’s Current Report on Form 8-K as filed with the SEC on June 26, 2017.

(2)

Incorporated by reference to the registrant’s Form 8-K as filed with the SEC on November 12, 2013.

(3)

Incorporated by reference to the registrant’s Form 10-K as filed with the SEC on August 22, 2014.

(4)

Incorporated by reference to the registrant’s Current Report on Form 8-K as filed with the SEC on June 12, 2017.

(5)

Incorporated by reference to the registrant's Form 10-Q as filed with the SEC on February 21, 2002.

(6)

Incorporated by reference to the registrant’s Form 8-A as filed with the SEC on August 16, 2002.

(7)

Incorporated by reference to the registrant’s Current Report on Form 8-K as filed with the SEC on August 2, 2010.

(8)

Incorporated by reference to the registrant’s Current Report on Form 8-K as filed with the SEC on December 7, 2004.

(9)

Incorporated by reference to the registrant’s Current Report on Form 8-K as filed with the SEC on October 22, 2010.

(10)

Incorporated by reference to the registrant’s Form 10-K as filed with the SEC on September 12, 2002.

(11)

Incorporated by reference to the registrant’s Current Report on Form 8-K as filed with the SEC on October 1, 2014.

(12)

Incorporated by reference to the registrant’s Form 10-Q as filed with the SEC on February 3, 2016.

(13)

Incorporated by reference to the registrant’s Current Report on 8-K as filed with the SEC on April 6, 2017.

(14)

Incorporated by reference to the registrant’s Form 10-Q as filed with the SEC on November 8, 2007.

(15)

Incorporated by reference to the registrant’s Form 10-Q as filed with the SEC on February 6, 2003.

(16)

Incorporated by reference to the registrant’s Form 10-K as filed with the SEC on September 7, 2006.

(17)

Incorporated by reference to the registrant’s Current Report on Form 8-K as filed with the SEC on October 28, 2016.

(18)

Incorporated by reference to the registrant’s Current Report on Form 8-K as filed with the SEC on October 22, 2010.

(19)

Incorporated by reference to the registrant’s Current Report on Form 8-K as filed with the SEC on October 6, 2011.

(20)

Incorporated by reference to the registrant’s Current Report on Form 8-K as filed with the SEC on October 4, 2011.

(21)

Incorporated by reference to the registrant’s Form 10-K as filed with the SEC on August 25, 2015.

(22) Incorporated by reference to the registrant’s Current Report on Form 8-K as filed with the SEC on May 17, 2016.

*

Indicates a contract with management or compensatory plan or arrangement.

54


Certain portions of this exhibit have been omitted pursuant to a grant of confidential treatment by the Securities and Exchange Commission.

#

 

Certain schedules have been omitted pursuant to Item 601(b)(2) of Regulation S-K. A copy of any omitted

 

 

schedule will be furnished as a supplement to the Securities and Exchange Commission upon request.

##

 

This certification is being furnished solely pursuant to 18 U.S.C. § 1350 and shall not be deemed filed by the Company for purposes of Section 18 of the Exchange Act or incorporated by reference in any registration statement of the Company filed under the Securities Act.

 

ITEM 16.

FORM 10-K SUMMARY

ITEM 16. FORM 10-K SUMMARY

Not applicable.

 

 

5550


SIGNATURES

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

 

 

 

SYNAPTICS INCORPORATED

 

 

 

 

Date: August 18, 201719, 2022

 

By:

/s/ Richard A. Bergman /s/ Michael E. Hurlston

 

 

 

Richard A. BergmanMichael E. Hurlston

 

 

 

President and Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

 

Signature

 

Title

Title

Date

 

 

 

 

 

/s/ Richard A. BergmanMichael E. Hurlston

 

President and Chief Executive Officer,

 

August 18, 201719, 2022

Richard A. BergmanMichael E. Hurlston

 

and Director (Principal Executive Officer)

 

 

 

 

 

 

 

/s/ Wajid AliDean Butler

 

Senior Vice President and Chief Financial Officer

 

August 18, 201719, 2022

Wajid AliDean Butler

 

(Principal Financial and Accounting Officer)

 

 

 

 

 

 

 

/s/ Francis F. LeeKermit Nolan

 

Corporate Vice President and Chief Accounting

August 19, 2022

Kermit Nolan

Officer (Principal Accounting Officer)

/s/ Nelson C. Chan

Chairman of the Board

 

August 18, 201719, 2022

Francis F. LeeNelson C. Chan

 

 

 

 

 

 

 

 

 

/s/ Kiva A. Allgood

Director

August 19, 2022

Kiva A. Allgood

/s/ Jeffrey D. Buchanan

 

Director

 

August 18, 201719, 2022

Jeffrey D. Buchanan

 

 

 

 

 

 

 

 

 

/s/ Nelson C. Chan

Director

August 18, 2017

Nelson C. Chan

/s/ Keith B. Geeslin

 

Director

 

August 18, 201719, 2022

Keith B. Geeslin

 

 

 

 

 

 

 

 

 

/s/ Russell J. KnittelSusan Hardman

 

Director

 

August 18, 201719, 2022

Russell J. KnittelSusan Hardman

 

 

 

 

 

 

 

 

 

/s/ Richard L. SanquiniPatricia Kummrow

 

Director

 

August 18, 201719, 2022

Richard L. SanquiniPatricia Kummrow

 

 

 

 

 

 

 

 

 

/s/ Vivie Lee

Director

August 19, 2022

Vivie Lee

/s/ James L. Whims

 

Director

 

August 18, 201719, 2022

James L. Whims

 

 

 

 

 

5651


 

INDEX TO FINANCIALFINANCIAL STATEMENTS

SYNAPTICS INCORPORATED AND SUBSIDIARIES

 

Report of Independent Registered Public Accounting Firm (KPMG LLP, Santa Clara, California, PCAOB Audit Firm ID: 185)

F-2

 

 

Consolidated Balance Sheets

F-3F-5

 

 

Consolidated Statements of IncomeOperations

F-4F-6

 

 

Consolidated Statements of Comprehensive Income

F-5F-7

 

 

Consolidated Statements of Stockholders' Equity

F-6F-8

 

 

Consolidated Statements of Cash Flows

F-7F-9

 

 

Notes to Consolidated Financial Statements

F-8F-10

 

 

 

 

F-1


 

Report of Independent Registered Public Accounting Firm

TheTo the Stockholders and Board of Directors
Synaptics Incorporated:

Opinions on the Consolidated Financial Statements and StockholdersInternal Control Over Financial Reporting

Synaptics Incorporated:

We have audited the accompanying consolidated balance sheets of Synaptics Incorporated and subsidiaries (the Company) as of June 24, 201725, 2022 and June 25, 2016 and26, 2021, the related consolidated statements of income,operations, comprehensive income, stockholders’ equity, and cash flows for each of the fiscal years in the three-yearthree fiscal year period ended June 24, 2017.25, 2022, and the related notes (collectively, the consolidated financial statements). We also have audited the Company’s internal control over financial reporting of Synaptics Incorporated as of June 24, 2017,25, 2022, based on criteria established in Internal Control – Integrated Framework (2013)issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Commission.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of June 25, 2022 and June 26, 2021, and the results of its operations and its cash flows for each of the fiscal years in the three fiscal year period ended June 25, 2022, in conformity with U.S. generally accepted accounting principles. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of June 25, 2022 based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

Basis for Opinions

The Company’s management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’sManagement's Report on Internal Control Over Financial Reporting appearing under Item 9A.Reporting. Our responsibility is to express an opinion on thesethe Company’s consolidated financial statements and an opinion on the Company’s internal control over financial reporting of Synaptics Incorporated based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States).PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.

Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence supportingregarding the amounts and disclosures in the consolidated financial statements, assessingstatements. Our audits also included evaluating the accounting principles used and significant estimates made by management, andas well as evaluating the overall presentation of the consolidated financial statement presentation.statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.

Definition and Limitations of Internal Control Over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

F-2


Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

In our opinion,

Critical Audit Matters

The critical audit matters communicated below are matters arising from the current period audit of the consolidated financial statements referredthat were communicated or required to above present fairly,be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in all material respects,any way our opinion on the consolidated financial positionstatements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

Valuation of Synaptics Incorporatedinventories and subsidiarieslosses on inventory purchase obligations

As discussed in Note 1 to the consolidated financial statements, the Company held $169.7 million of inventories as of June 24, 201725, 2022 which are stated at the lower of cost or net realizable value. The Company records a write-down for excess, obsolete or unmarketable inventories based on forecasts of future demand and market conditions. Additionally, a liability and a charge are recorded to cost of sales for estimated losses on inventory the Company is obligated to purchase from contract manufacturers when a customer delays its delivery schedule, cancels its order, or for other factors.

We identified the valuation of inventories associated with excess, obsolete or unmarketable inventories and losses on inventory purchase obligations as a critical audit matter. A higher degree of auditor judgment was required to evaluate the Company’s estimate of net realizable value for these inventories and losses on inventory purchase obligations. Specifically, there is a high degree of subjectivity in evaluating the effect of any unexpected or sudden declines in market demand which may result from changes to or cancellations of customer orders, rapid product improvements or technological advances, due to the nature of the evidence available related to these factors.

The following are the primary procedures we performed to address this critical audit matter. We evaluated the design and tested the operating effectiveness of certain internal controls related to the Company’s process to develop the estimated net realizable value of inventory and recognition of losses related to outstanding inventory purchase obligations. For a selection of inventory items, we assessed the Company’s assumptions by comparing them to historical activity and demand forecasts. We also considered customer communications, as well as end user and third-party publications. For a sample of inventory items, we recalculated the required write-downs and losses and compared this to the recorded amounts. We confirmed with the Company’s significant vendors regarding outstanding purchase obligations of the Company. Additionally, we tested a sample of returns which resulted from quality related issues of the Company's products during the year and subsequent to period-end to evaluate if additional write-downs or losses were warranted.

Evaluation of certain intangible assets acquired through business combinations

As discussed in Note 4 to the consolidated financial statements, during the year ended June 25, 2016,2022, the Company consummated a business combination for total consideration of $543.3 million. In connection with this acquisition, the Company recorded various intangible assets, which included developed technologies and customer relationships with an acquisition-date fair value of $150.0 million and $45.0 million, respectively.

We identified the evaluation of the fair values allocated to acquired developed technologies and certain customer relationship intangible assets as a critical audit matter. We performed sensitivity analyses to determine the significant assumptions used to value these acquired intangible assets, individually and in the aggregate. The fair value of these acquired intangible assets were sensitive to possible changes to the following key assumptions, requiring a high degree of auditor judgment and the use of valuation professionals with specialized skills and knowledge:

Developed technologies:

Projected revenue
Technology obsolescence

F-3


Customer relationship:

Estimated customer ramp up periods

The following are the primary procedures we performed to address this critical audit matter. We evaluated the design and tested the operating effectiveness of certain internal controls over the Company’s acquisition-date valuation processes, including controls related to the development of the key assumptions, as listed above. We evaluated the reasonableness of the Company’s projected revenue, technology obsolescence, and estimated customer ramp up periods by comparing them to historical actual results of their operationsthe acquired entities and their cash flows for eachcertain peer and market participant data. We involved valuation professionals with specialized skills and knowledge, who assisted in:

evaluating certain peer group and market participant data used in the assessment of projected revenue by assessing the appropriateness of the years inguideline comparable companies identified by management’s specialist and checking the three-year period ended June 24, 2017, in conformity with U.S. generally accepted accounting principles. Also in our opinion, Synaptics Incorporated maintained, in all material respects, effective internal control over financial reporting asaccuracy of June 24, 2017,certain peer group and market participant data

assessing the reasonableness of technology obsolescence based on criteria established in Internal Control – Integrated Framework (2013) issued by COSO.the nature of the technology acquired.

/s/ KPMG LLP

 

We have served as the Company’s auditor since 2003.

Santa Clara, California

August 18, 201719, 2022

 

F-2F-4


 

SYNAPTICS INCORPORATED AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(in millions, except par value and share amounts)

 

 

June

 

 

June

 

 

June

 

June

 

 

2017

 

 

2016

 

 

2022

 

 

2021

 

ASSETS

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current Assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

367.8

 

 

$

352.2

 

 

$

824.0

 

 

$

836.3

 

Accounts receivable, net of allowances of $2.6 and $3.7 at June 2017 and 2016,

respectively

 

 

255.2

 

 

 

252.6

 

Short-term investments

 

 

52.0

 

 

 

0

 

Accounts receivable, net of allowances of $6.0 and $5.8 at June 2022 and 2021, respectively

 

 

322.1

 

 

 

228.3

 

Inventories

 

 

131.4

 

 

 

146.4

 

 

 

169.7

 

 

 

82.0

 

Prepaid expenses and other current assets

 

 

37.6

 

 

 

28.9

 

 

 

35.6

 

 

 

33.1

 

Total current assets

 

 

792.0

 

 

 

780.1

 

 

 

1,403.4

 

 

 

1,179.7

 

Property and equipment, net

 

 

113.8

 

 

 

112.7

 

 

 

62.9

 

 

 

91.2

 

Goodwill

 

 

206.8

 

 

 

206.8

 

 

 

806.6

 

 

 

570.0

 

Acquired intangibles, net

 

 

101.0

 

 

 

160.3

 

 

 

390.0

 

 

 

301.5

 

Right-of-use assets

 

 

61.2

 

 

 

31.7

 

Non-current other assets

 

 

53.1

 

 

 

40.3

 

 

 

134.0

 

 

 

52.7

 

 

$

1,266.7

 

 

$

1,300.2

 

 

$

2,858.1

 

 

$

2,226.8

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS’ EQUITY

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current Liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Accounts payable

 

$

135.8

 

 

$

172.8

 

 

$

141.8

 

 

$

97.6

 

Accrued compensation

 

 

31.9

 

 

 

39.9

 

 

 

90.6

 

 

 

76.4

 

Income taxes payable

 

 

17.2

 

 

 

11.5

 

 

 

79.7

 

 

 

29.4

 

Acquisition-related liabilities

 

 

8.7

 

 

 

25.5

 

Other accrued liabilities

 

 

101.8

 

 

 

82.3

 

 

 

145.3

 

 

 

96.2

 

Current portion of long-term debt

 

 

15.0

 

 

 

18.8

 

 

 

6.0

 

 

 

-

 

Convertible notes, net

 

 

-

 

 

 

487.1

 

Total current liabilities

 

 

310.4

 

 

 

350.8

 

 

 

463.4

 

 

 

786.7

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Long-term debt, net of issuance costs

 

 

202.0

 

 

 

216.7

 

Acquisition-related liabilities

 

 

 

 

 

6.2

 

Deferred tax liabilities

 

 

 

 

 

9.0

 

Long-term debt

 

 

975.7

 

 

 

394.4

 

Other long-term liabilities

 

 

14.1

 

 

 

12.5

 

 

 

152.6

 

 

 

78.5

 

Total liabilities

 

 

526.5

 

 

 

595.2

 

 

 

1,591.7

 

 

 

1,259.6

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Commitments and contingencies

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Stockholders' Equity:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Preferred stock:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

$0.001 par value; 10,000,000 shares authorized; no shares issued and outstanding

 

 

 

 

 

 

$0.001 par value; 10,000,000 shares authorized; 0 shares issued and
outstanding

 

 

 

 

 

 

Common stock:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

$0.001 par value; 120,000,000 shares authorized,

60,579,911 and 59,532,148 shares issued, and 34,638,435 and 35,212,141

shares outstanding, at June 2017 and 2016, respectively

 

 

0.1

 

 

 

0.1

 

$0.001 par value; 120,000,000 shares authorized, 67,745,800 and 66,963,006
shares issued, and
39,621,179 and 35,331,903 shares outstanding,
at June 2022 and 2021, respectively

 

 

0.1

 

 

 

0.1

 

Additional paid-in capital

 

 

1,004.8

 

 

 

928.6

 

 

 

924.1

 

 

 

1,391.5

 

Treasury stock: 25,941,476 and 24,320,007 common shares at

June 2017 and 2016, respectively, at cost

 

 

(980.3

)

 

 

(892.3

)

Accumulated other comprehensive income

 

 

1.5

 

 

 

3.3

 

Treasury stock: 28,124,621 and 31,631,103 common shares at June 2022 and
2021, respectively, at cost

 

 

(694.5

)

 

 

(1,205.4

)

Accumulated other comprehensive loss

 

 

(1.8

)

 

 

0

 

Retained earnings

 

 

714.1

 

 

 

665.3

 

 

 

1,038.5

 

 

 

781.0

 

Total stockholders' equity

 

 

740.2

 

 

 

705.0

 

 

 

1,266.4

 

 

 

967.2

 

 

$

1,266.7

 

 

$

1,300.2

 

 

$

2,858.1

 

 

$

2,226.8

 

 

See accompanying notes to consolidated financial statements.

 

F-3F-5


 

SYNAPTICS INCORPORATED AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOMEOPERATIONS

(in millions, except per share amounts)

 

 

Fiscal Year

 

 

Fiscal Year

 

 

2017

 

 

2016

 

 

2015

 

 

2022

 

 

2021

 

 

2020

 

Net revenue

 

$

1,718.2

 

 

$

1,666.9

 

 

$

1,703.0

 

 

$

1,739.7

 

 

$

1,339.6

 

 

$

1,333.9

 

Cost of revenue

 

$

1,194.6

 

 

 

1,085.4

 

 

 

1,124.3

 

 

 

796.6

 

 

 

728.4

 

 

 

790.8

 

Gross margin

 

$

523.6

 

 

 

581.5

 

 

 

578.7

 

 

 

943.1

 

 

 

611.2

 

 

 

543.1

 

Operating expenses:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Research and development

 

$

292.3

 

 

 

311.2

 

 

 

293.2

 

 

 

367.3

 

 

 

313.4

 

 

 

302.5

 

Selling, general, and administrative

 

$

137.6

 

 

 

161.7

 

 

 

127.9

 

 

 

168.4

 

 

 

144.9

 

 

 

127.0

 

Acquired intangibles amortization

 

$

11.7

 

 

 

18.6

 

 

 

14.2

 

 

 

38.7

 

 

 

32.7

 

 

 

11.7

 

Impairment of acquired intangibles

 

$

-

 

 

 

6.7

 

 

 

 

Change in contingent consideration

 

$

-

 

 

 

(0.5

)

 

 

(18.8

)

Restructuring costs

 

$

7.3

 

 

 

8.6

 

 

 

 

 

 

18.3

 

 

 

7.4

 

 

 

33.0

 

Litigation settlement charge

 

$

10.0

 

 

 

 

 

 

 

Gain on sale of audio technology assets

 

 

0

 

 

 

(34.2

)

 

 

0

 

Total operating expenses

 

$

458.9

 

 

 

506.3

 

 

 

416.5

 

 

 

592.7

 

 

 

464.2

 

 

 

474.2

 

Operating income

 

$

64.7

 

 

 

75.2

 

 

 

162.2

 

 

 

350.4

 

 

 

147.0

 

 

 

68.9

 

Interest and other income

 

$

0.7

 

 

 

3.1

 

 

 

1.6

 

 

 

3.0

 

 

 

2.9

 

 

 

7.9

 

Interest expense

 

$

(6.0

)

 

 

(4.8

)

 

 

(3.8

)

 

 

(30.2

)

 

 

(29.5

)

 

 

(22.5

)

Impairment recovery on investments, net

 

$

1.9

 

 

 

2.1

 

 

 

0.2

 

Income before provision for income taxes and equity investment loss

 

$

61.3

 

 

 

75.6

 

 

 

160.2

 

Loss on redemption of convertible notes

 

 

(8.1

)

 

 

(0.3

)

 

 

0

 

Gain from sale and leaseback transaction

 

 

5.4

 

 

 

0

 

 

 

0

 

Gain on sale of assets

 

 

0

 

 

 

0

 

 

 

105.1

 

Income before provision for income taxes and equity investment income (loss)

 

 

320.5

 

 

 

120.1

 

 

 

159.4

 

Provision for income taxes

 

$

12.2

 

 

 

3.4

 

 

 

49.8

 

 

 

64.6

 

 

 

31.4

 

 

 

38.6

 

Equity investment loss

 

$

(0.3

)

 

 

 

 

 

 

Equity investment gain (loss)

 

 

1.6

 

 

 

(9.1

)

 

 

(2.0

)

Net income

 

$

48.8

 

 

$

72.2

 

 

$

110.4

 

 

$

257.5

 

 

$

79.6

 

 

$

118.8

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income per share:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

$

1.40

 

 

$

1.97

 

 

$

2.99

 

 

$

6.60

 

 

$

2.29

 

 

$

3.54

 

Diluted

 

$

1.37

 

 

$

1.91

 

 

$

2.84

 

 

$

6.33

 

 

$

2.08

 

 

$

3.41

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Shares used in computing net income per share:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

 

34.8

 

 

 

36.6

 

 

 

36.9

 

 

 

39.0

 

 

 

34.8

 

 

 

33.6

 

Diluted

 

 

35.6

 

 

 

37.9

 

 

 

38.9

 

 

 

40.7

 

 

 

38.3

 

 

 

34.8

 

 

See accompanying notes to consolidated financial statements.

 

F-4F-6


 

SYNAPTICS INCORPORATED AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(in millions)

 

 

 

Fiscal Year

 

 

 

2017

 

 

2016

 

 

2015

 

Net income

 

$

48.8

 

 

$

72.2

 

 

$

110.4

 

Other comprehensive income/(loss), net of tax:

 

 

 

 

 

 

 

 

 

 

 

 

Change in unrealized net gain/(loss) on investments

 

 

(1.5

)

 

 

(2.7

)

 

 

0.8

 

Reclassification from accumulated other comprehensive loss to

   interest income for accretion of non-current investments

 

 

(0.3

)

 

 

(1.8

)

 

 

(1.5

)

Net current-period other comprehensive loss

 

 

(1.8

)

 

 

(4.5

)

 

 

(0.7

)

Comprehensive income

 

$

47.0

 

 

$

67.7

 

 

$

109.7

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Fiscal Year

 

 

 

2022

 

 

2021

 

 

2020

 

Net income

 

$

257.5

 

 

$

79.6

 

 

$

118.8

 

Other comprehensive loss

 

 

 

 

 

 

 

 

 

Unrealized loss on available-for-sale securities

 

 

(1.8

)

 

 

0

 

 

 

0

 

Comprehensive income

 

$

255.7

 

 

$

79.6

 

 

$

118.8

 

 

See accompanying notes to consolidated financial statements.

 

 

F-5F-7


 

SYNAPTICS INCORPORATED AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(in millions, except share amounts)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Accumulated

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Additional

 

 

 

 

 

 

Other

 

 

 

 

 

 

Total

 

 

 

Common Stock

 

 

Paid-in

 

 

Treasury

 

 

Comprehensive

 

 

Retained

 

 

Stockholders'

 

 

 

Shares

 

 

Amount

 

 

Capital

 

 

Stock

 

 

Income

 

 

Earnings

 

 

Equity

 

Balance at June 2014

 

 

55,911,513

 

 

$

0.1

 

 

$

740.3

 

 

$

(530.4

)

 

$

8.5

 

 

$

482.7

 

 

$

701.2

 

Net income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

110.4

 

 

 

110.4

 

Other comprehensive income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(0.7

)

 

 

 

 

 

(0.7

)

Issuance of common stock for share-

   based award compensation plans

 

 

2,093,631

 

 

 

 

 

 

49.1

 

 

 

 

 

 

 

 

 

 

 

 

49.1

 

Issuance of common stock for acquisition

 

 

243,963

 

 

 

 

 

 

21.5

 

 

 

 

 

 

 

 

 

 

 

 

21.5

 

Payroll taxes for deferred stock units

 

 

 

 

 

 

 

 

(16.0

)

 

 

 

 

 

 

 

 

 

 

 

(16.0

)

Purchases of treasury stock

 

 

 

 

 

 

 

 

 

 

 

(121.3

)

 

 

 

 

 

 

 

 

(121.3

)

Tax benefit associated with share-based

   awards

 

 

 

 

 

 

 

 

4.8

 

 

 

 

 

 

 

 

 

 

 

 

4.8

 

Share-based compensation

 

 

 

 

 

 

 

 

44.1

 

 

 

 

 

 

 

 

 

 

 

 

44.1

 

Balance at June 2015

 

 

58,249,107

 

 

 

0.1

 

 

 

843.8

 

 

 

(651.7

)

 

 

7.8

 

 

 

593.1

 

 

 

793.1

 

Net income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

72.2

 

 

 

72.2

 

Other comprehensive income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(4.5

)

 

 

 

 

 

(4.5

)

Issuance of common stock for share-

   based award compensation plans

 

 

1,283,041

 

 

 

 

 

 

32.4

 

 

 

 

 

 

 

 

 

 

 

 

32.4

 

Payroll taxes for deferred stock units

 

 

 

 

 

 

 

 

(15.6

)

 

 

 

 

 

 

 

 

 

 

 

(15.6

)

Purchases of treasury stock

 

 

 

 

 

 

 

 

 

 

 

(240.6

)

 

 

 

 

 

 

 

 

(240.6

)

Tax benefit associated with share-based

   awards

 

 

 

 

 

 

 

 

11.2

 

 

 

 

 

 

 

 

 

 

 

 

11.2

 

Share-based compensation

 

 

 

 

 

 

 

 

56.8

 

 

 

 

 

 

 

 

 

 

 

 

56.8

 

Balance at June 2016

 

 

59,532,148

 

 

 

0.1

 

 

 

928.6

 

 

 

(892.3

)

 

 

3.3

 

 

 

665.3

 

 

 

705.0

 

Net income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

48.8

 

 

 

48.8

 

Other comprehensive income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(1.8

)

 

 

 

 

 

(1.8

)

Issuance of common stock for share-

   based award compensation plans

 

 

1,047,763

 

 

 

 

 

 

24.7

 

 

 

 

 

 

 

 

 

 

 

 

24.7

 

Payroll taxes for deferred stock units

 

 

 

 

 

 

 

 

(6.6

)

 

 

 

 

 

 

 

 

 

 

 

(6.6

)

Purchases of treasury stock

 

 

 

 

 

 

 

 

 

 

 

(88.0

)

 

 

 

 

 

 

 

 

(88.0

)

Tax deficiency associated with

   share-based awards

 

 

 

 

 

 

 

 

(3.7

)

 

 

 

 

 

 

 

 

 

 

 

(3.7

)

Share-based compensation

 

 

 

 

 

 

 

 

61.8

 

 

 

 

 

 

 

 

 

 

 

 

61.8

 

Balance at June 2017

 

 

60,579,911

 

 

$

0.1

 

 

$

1,004.8

 

 

$

(980.3

)

 

$

1.5

 

 

$

714.1

 

 

$

740.2

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Accumulated

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Additional

 

 

 

 

 

Other

 

 

 

 

 

Total

 

 

 

Common Stock

 

 

Paid-in

 

 

Treasury

 

 

Comprehensive

 

 

Retained

 

 

Stockholders'

 

 

 

Shares

 

 

Amount

 

 

Capital

 

 

Stock

 

 

Income (loss)

 

 

Earnings

 

 

Equity

 

Balance at June 2019

 

 

64,283,948

 

 

$

0.1

 

 

$

1,266.1

 

 

$

(1,192.4

)

 

$

-

 

 

$

582.6

 

 

$

656.4

 

Net income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

118.8

 

 

 

118.8

 

Issuance of common stock for share-
   based award compensation plans

 

 

1,587,700

 

 

 

 

 

 

34.5

 

 

 

 

 

 

 

 

 

 

 

 

34.5

 

Payroll taxes for deferred stock units

 

 

 

 

 

 

 

 

(9.7

)

 

 

 

 

 

 

 

 

 

 

 

(9.7

)

Purchases of treasury stock

 

 

 

 

 

 

 

 

 

 

 

(30.2

)

 

 

 

 

 

 

 

 

(30.2

)

Share-based compensation

 

 

 

 

 

 

 

 

49.3

 

 

 

 

 

 

 

 

 

 

 

 

49.3

 

Balance at June 2020

 

 

65,871,648

 

 

 

0.1

 

 

 

1,340.2

 

 

 

(1,222.6

)

 

 

 

 

 

701.4

 

 

 

819.1

 

Net income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

79.6

 

 

 

79.6

 

Issuance of common stock for share-
   based award compensation plans

 

 

1,091,358

 

 

 

 

 

 

27.8

 

 

 

 

 

 

 

 

 

 

 

 

27.8

 

Payroll taxes for deferred stock units

 

 

 

 

 

 

 

 

(17.5

)

 

 

17.2

 

 

 

 

 

 

 

 

 

(0.3

)

Purchases of treasury stock

 

 

 

 

 

 

 

 

(28.3

)

 

 

 

 

 

 

 

 

 

 

 

(28.3

)

Share-based compensation

 

 

 

 

 

 

 

 

69.3

 

 

 

 

 

 

 

 

 

 

 

 

69.3

 

Balance at June 2021

 

 

66,963,006

 

 

 

0.1

 

 

 

1,391.5

 

 

 

(1,205.4

)

 

 

 

 

 

781.0

 

 

 

967.2

 

Net income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

257.5

 

 

 

257.5

 

Other comprehensive loss

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(1.8

)

 

 

 

 

 

(1.8

)

Issuance of common stock for share-
   based award compensation plans

 

 

782,794

 

 

 

 

 

 

15.2

 

 

 

 

 

 

 

 

 

 

 

 

15.2

 

Treasury stock issued for redemption of convertible notes

 

 

���

 

 

 

 

 

 

(517.8

)

 

 

510.9

 

 

 

 

 

 

 

 

 

(6.9

)

Payroll taxes for deferred stock units

 

 

 

 

 

 

 

 

(67.3

)

 

 

 

 

 

 

 

 

 

 

 

(67.3

)

Share-based compensation attributable to acquisition

 

 

 

 

 

 

 

 

1.7

 

 

 

 

 

 

 

 

 

 

 

 

1.7

 

Share-based compensation

 

 

 

 

 

 

 

 

100.8

 

 

 

 

 

 

 

 

 

 

 

 

100.8

 

Balance at June 2022

 

 

67,745,800

 

 

$

0.1

 

 

$

924.1

 

 

$

(694.5

)

 

$

(1.8

)

 

$

1,038.5

 

 

$

1,266.4

 

 

See accompanying notes to consolidated financial statements.

 

F-6F-8


 

SYNAPTICS INCORPORATED AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(in millions)

 

 

Fiscal Year

 

 

 

2022

 

 

2021

 

 

2020

 

Cash flows from operating activities

 

 

 

 

 

 

 

 

 

Net income

 

$

257.5

 

 

$

79.6

 

 

$

118.8

 

Adjustments to reconcile net income to net cash provided by operating activities:

 

 

 

 

 

 

 

 

 

Share-based compensation costs

 

 

100.8

 

 

 

66.1

 

 

 

49.3

 

Depreciation and amortization

 

 

24.0

 

 

 

21.6

 

 

 

26.7

 

Acquired intangibles amortization

 

 

123.5

 

 

 

110.1

 

 

 

51.4

 

Gain on sale of audio technology assets

 

 

0

 

 

 

(34.2

)

 

 

0

 

Gain on sale of assets

 

 

0

 

 

 

0

 

 

 

(105.1

)

Gain on sale of property and equipment and sale and leaseback transaction

 

 

(5.4

)

 

 

0

 

 

 

(1.2

)

Loss on redemption of convertible notes

 

 

8.1

 

 

 

0.3

 

 

 

0

 

Deferred taxes

 

 

(29.7

)

 

 

(5.2

)

 

 

2.7

 

Amortization of convertible debt discount and issuance costs

 

 

1.6

 

 

 

19.2

 

 

 

18.3

 

Amortization of debt issuance costs

 

 

1.8

 

 

 

0.6

 

 

 

0.6

 

Amortization of cost of development services

 

 

10.0

 

 

 

9.2

 

 

 

0

 

Acquired in-process research and development

 

 

0

 

 

 

0

 

 

 

2.4

 

Equity investment (gain) loss

 

 

(1.6

)

 

 

9.1

 

 

 

2.0

 

Other

 

 

(1.3

)

 

 

0

 

 

 

3.7

 

Foreign currency remeasurement (gain) loss

 

 

(7.6

)

 

 

(2.8

)

 

 

0.4

 

Changes in operating assets and liabilities, net of acquisitions:

 

 

 

 

 

 

 

 

 

Accounts receivable, net

 

 

(81.1

)

 

 

(25.9

)

 

 

31.0

 

Inventories

 

 

(65.1

)

 

 

53.1

 

 

 

43.0

 

Prepaid expenses and other current assets

 

 

6.9

 

 

 

(9.4

)

 

 

(2.9

)

Other assets

 

 

25.8

 

 

 

0

 

 

 

3.9

 

Accounts payable

 

 

23.2

 

 

 

32.2

 

 

 

(36.2

)

Accrued compensation

 

 

5.3

 

 

 

14.9

 

 

 

29.1

 

Income taxes payable

 

 

48.6

 

 

 

(2.1

)

 

 

13.8

 

Other accrued liabilities

 

 

17.4

 

 

 

(17.2

)

 

 

(29.9

)

Net cash provided by operating activities

 

 

462.7

 

 

 

319.2

 

 

 

221.8

 

Cash flows from investing activities

 

 

 

 

 

 

 

 

 

Proceeds from sale of assets

 

 

55.9

 

 

 

0

 

 

 

138.7

 

Purchase of in-process research and development

 

 

0

 

 

 

0

 

 

 

(2.5

)

Acquisition of businesses, net of cash and cash equivalents acquired

 

 

(501.1

)

 

 

(626.5

)

 

 

0

 

Advance payment on intangible assets

 

 

(30.0

)

 

 

0

 

 

 

0

 

Proceeds from sale of audio technology assets

 

 

0

 

 

 

34.2

 

 

 

0

 

Proceeds from sales of investments

 

 

24.4

 

 

 

95.8

 

 

 

0

 

Purchase of short-term securities

 

 

(5.8

)

 

 

0

 

 

 

0

 

Purchases of property and equipment

 

 

(31.1

)

 

 

(21.1

)

 

 

(16.3

)

Proceeds from sale of equity method investment

 

 

5.0

 

 

 

0

 

 

 

0

 

Cost method investment

 

 

0

 

 

 

(5.0

)

 

 

0

 

Net cash provided by (used in) investing activities

 

 

(482.7

)

 

 

(522.6

)

 

 

119.9

 

Cash flows from financing activities

 

 

 

 

 

 

 

 

 

Proceeds from issuance of debt

 

 

600.0

 

 

 

400.0

 

 

 

0

 

Proceeds from borrowings under line-of-credit

 

 

0

 

 

 

0

 

 

 

100.0

 

Payment on line of credit borrowings and debt

 

 

(3.0

)

 

 

(100.0

)

 

 

0

 

Purchases of treasury stock

 

 

 

 

 

0

 

 

 

(30.2

)

Refundable deposit paid to vendor

 

 

(16.6

)

 

 

0

 

 

 

0

 

Return of deposit received from vendor

 

 

2.8

 

 

 

0

 

 

 

0

 

Proceeds from issuance of shares

 

 

15.2

 

 

 

27.8

 

 

 

34.5

 

Payment of debt issuance costs

 

 

(11.2

)

 

 

(6.1

)

 

 

(0.7

)

Payment for redemption of convertible notes

 

 

(505.6

)

 

 

(19.4

)

 

 

0

 

Payroll taxes for deferred stock and market stock units

 

 

(67.3

)

 

 

(28.2

)

 

 

(9.7

)

Net cash provided by financing activities

 

 

14.3

 

 

 

274.1

 

 

 

93.9

 

Effect of exchange rate changes on cash and cash equivalents

 

 

(6.6

)

 

 

2.2

 

 

 

0

 

Net increase in cash and cash equivalents

 

 

(12.3

)

 

 

72.9

 

 

 

435.6

 

Cash and cash equivalents at beginning of year

 

 

836.3

 

 

 

763.4

 

 

 

327.8

 

Cash and cash equivalents at end of year

 

$

824.0

 

 

$

836.3

 

 

$

763.4

 

Supplemental disclosures of cash flow information

 

 

 

 

 

 

 

 

 

Cash paid for interest

 

$

25.0

 

 

$

9.6

 

 

$

3.7

 

Net cash paid for taxes

 

$

42.0

 

 

$

39.7

 

 

$

18.9

 

Cash refund on taxes

 

$

3.7

 

 

$

0.3

 

 

$

1.3

 

Non-cash investing and financing activities:

 

 

 

 

 

 

 

 

 

Unpaid property, plant and equipment

 

$

3.6

 

 

$

0.8

 

 

$

1.2

 

 

 

Fiscal Year

 

 

 

2017

 

 

2016

 

 

2015

 

Cash flows from operating activities

 

 

 

 

 

 

 

 

 

 

 

 

Net income

 

$

48.8

 

 

$

72.2

 

 

$

110.4

 

Adjustments to reconcile net income to net cash provided by

   operating activities:

 

 

 

 

 

 

 

 

 

 

 

 

Share-based compensation costs

 

 

61.8

 

 

 

56.8

 

 

 

44.1

 

Depreciation and amortization

 

 

33.2

 

 

 

31.2

 

 

 

24.8

 

Acquired intangibles amortization

 

 

59.3

 

 

 

73.0

 

 

 

87.6

 

Accretion and remeasurement of contingent consideration liability

 

 

-

 

 

 

(0.5

)

 

 

(18.8

)

Deferred taxes

 

 

(17.4

)

 

 

(21.1

)

 

 

(25.2

)

Impairment of property and equipment

 

 

 

 

 

3.0

 

 

 

1.0

 

Impairment of acquired intangibles

 

 

 

 

 

6.7

 

 

 

 

Non-cash interest

 

 

(0.3

)

 

 

(1.8

)

 

 

(1.5

)

Amortization of debt issuance costs

 

 

1.2

 

 

 

1.0

 

 

 

0.8

 

Impairment recovery on investments, net

 

 

(1.9

)

 

 

(2.1

)

 

 

(0.2

)

Equity investment loss

 

 

0.3

 

 

 

 

 

 

 

Foreign currency remeasurement (gain)/loss

 

 

(0.2

)

 

 

8.2

 

 

 

(8.0

)

Changes in operating assets and liabilities, net of acquisitions:

 

 

 

 

 

 

 

 

 

 

 

 

Accounts receivable, net

 

 

(2.6

)

 

 

72.0

 

 

 

0.7

 

Inventories

 

 

15.0

 

 

 

(6.2

)

 

 

(51.5

)

Prepaid expenses and other current assets

 

 

(9.6

)

 

 

5.8

 

 

 

13.5

 

Other assets

 

 

6.5

 

 

 

5.6

 

 

 

10.1

 

Accounts payable

 

 

(38.4

)

 

 

(15.3

)

 

 

30.2

 

Accrued compensation

 

 

(7.8

)

 

 

3.3

 

 

 

2.1

 

Acquisition related liabilities

 

 

(16.8

)

 

 

(18.2

)

 

 

(1.9

)

Income taxes payable

 

 

2.3

 

 

 

(26.1

)

 

 

(7.1

)

Other accrued liabilities

 

 

19.5

 

 

 

9.1

 

 

 

(7.0

)

Net cash provided by operating activities

 

 

152.9

 

 

 

256.6

 

 

 

204.1

 

Cash flows from investing activities

 

 

 

 

 

 

 

 

 

 

 

 

Proceeds from sales of investments

 

 

7.5

 

 

 

6.6

 

 

 

4.9

 

Acquisition of businesses, net of cash acquired

 

 

 

 

 

 

 

 

(294.3

)

Purchases of property and equipment

 

 

(31.4

)

 

 

(28.6

)

 

 

(51.9

)

Purchase of intangible assets

 

 

 

 

 

(4.6

)

 

 

 

Investment in direct financing lease

 

 

(17.0

)

 

 

 

 

 

 

Proceeds from direct financing leases

 

 

17.0

 

 

 

 

 

 

 

Equity method investment

 

 

(18.4

)

 

 

 

 

 

 

Net cash used in investing activities

 

 

(42.3

)

 

 

(26.6

)

 

 

(341.3

)

Cash flows from financing activities

 

 

 

 

 

 

 

 

 

 

 

 

Payment of acquisition-related liabilities

 

 

(5.3

)

 

 

(60.9

)

 

 

(72.2

)

Payment of debt

 

 

(18.8

)

 

 

(7.6

)

 

 

(3.8

)

Purchases of treasury stock

 

 

(88.0

)

 

 

(240.6

)

 

 

(121.3

)

Proceeds from issuance of shares

 

 

24.7

 

 

 

32.4

 

 

 

49.1

 

Proceeds from issuance of long-term debt

 

 

 

 

 

 

 

 

245.4

 

Payment of debt issuance costs

 

 

(1.2

)

 

 

(0.3

)

 

 

(0.4

)

Excess tax benefit from share-based compensation

 

 

1.1

 

 

 

11.5

 

 

 

12.8

 

Payroll taxes for deferred stock and market stock units

 

 

(6.6

)

 

 

(15.6

)

 

 

(16.0

)

Net cash provided by/(used in) financing activities

 

 

(94.1

)

 

 

(281.1

)

 

 

93.6

 

Effect of exchange rate changes on cash and cash equivalents

 

 

(0.9

)

 

 

3.4

 

 

 

(3.7

)

Net increase/(decrease) in cash and cash equivalents

 

 

15.6

 

 

 

(47.7

)

 

 

(47.3

)

Cash and cash equivalents at beginning of year

 

 

352.2

 

 

 

399.9

 

 

 

447.2

 

Cash and cash equivalents at end of year

 

$

367.8

 

 

$

352.2

 

 

$

399.9

 

Supplemental disclosures of cash flow information

 

 

 

 

 

 

 

 

 

 

 

 

Cash paid for interest

 

$

6.0

 

 

$

5.0

 

 

$

3.1

 

Cash paid for taxes

 

$

22.1

 

 

$

46.9

 

 

$

86.1

 

Cash refund on taxes

 

$

10.1

 

 

$

18.0

 

 

$

3.4

 

Non-cash investing and financing activities:

 

 

 

 

 

 

 

 

 

 

 

 

Property and equipment received but unpaid

 

$

6.0

 

 

$

3.1

 

 

$

8.2

 

Common stock issued in settlement of contingent consideration liability

 

$

 

 

$

 

 

$

21.5

 

See accompanying notes to consolidated financial statements.

 

F-7F-9


SYNAPTICS INCORPORATED AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1.

Organization and Summary of Significant Accounting Policies

1. Organization and Summary of Significant Accounting Policies

Organization and Basis of Presentation

We are a leading worldwide developer and fabless supplier of custom-designed human interfacepremium mixed signal semiconductor product solutions that enable people to interact more easilychanging the way humans engage with connected devices and intuitively with a wide varietydata, engineering exceptional experiences throughout the home, at work, in the car and on the go. Our current served markets include Internet of mobile computing, communications, entertainment, and other electronic devices.  We currently generate revenue from the markets for smartphones, tablets,Things, or IoT, personal computer, or PC, products, primarily notebook computers; and other select electronic devices, including devices in automobiles.  Every solution weMobile. We deliver either contains or consists of our touch- or fingerprint-based semiconductor solutions, which includes our capacitive sensing ASIC, customer-specificcomplete chip, firmware and software or a driver-based semiconductor solution which includessolutions that allow our capacitive sensing ASIC.  Our original equipment manufacturer, or OEM, customers include many of the world’s largest OEMs for smartphones and most of the world’s largest PC OEMs.to seamlessly integrate advanced functions into their end products.

The consolidated financial statements are presented in accordance with U.S. generally accepted accounting principles, or U.S. GAAP, and include our financial statements and those of our wholly owned subsidiaries. All significant intercompany balances and transactions have been eliminated upon consolidation. Certain reclassifications have been made to the amounts for prior years in order to conform to the current year’s presentation

Our fiscal year is the 52- or 53-week period ending on the last Saturday in June. The fiscal years presented in this report were 52-week periods ended June 24, 2017,25, 2022, June 25, 201626, 2021 and June 27, 2015. For simplicity, the accompanying consolidated financial statements have been shown as fiscal year periods and as of the end of our fiscal year ending in June.  2020.

Use of Estimates

The preparation of consolidated financial statements in conformity with U.S. GAAP requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenue, expenses, and related disclosure of contingent assets and liabilities. On an ongoing basis, we evaluate our estimates, including those related to revenue, allowance for doubtful accounts, cost of revenue, inventories, loss on purchase commitments, product warranty, accrued liabilities, share-based compensation costs, provision for income taxes, deferred income tax asset valuation allowances, uncertain tax positions, goodwill, intangible assets, investments, contingent consideration liability and loss contingencies. We base our estimates on historical experience, applicable laws and regulations, and various other assumptions that we believe to be reasonable under the circumstances, including our expectations regarding the potential impacts on our business of the COVID-19 pandemic, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.

Cash Equivalents and Investments

Cash equivalents consist of highly liquid investments with original maturities of three months or less.  Our non-current investments, which are included in non-current other assets inless at the consolidated balance sheets, consisttime of ARS investments and are reported at fair value, with unrealized gains and losses excluded from earnings and shown separately as a component of accumulated other comprehensive income within stockholders’ equity.  We charge other-than-temporary declines in the fair value of a debt security to earnings if the decline is due to a credit loss or if we intend to or need to sell at a loss, resulting in the establishment of a new cost basis in the debt security.  We charge other-than-temporary declines in the fair value of a debt security to other comprehensive income if the decline is due to a noncredit loss.  We charge other-than-temporary declines in the fair value of an equity security to earnings.  We include interest earned and accretion on securities in interest income.  We determine realized gains and losses on the sale of securities using the specific identification method.

F-8


purchase. Our cash equivalents and investments classified as available-for-sale securities as of the end of fiscal 20172022 and 2016 were2021 consisted of bank deposits and money market funds with a fair value of $824.0 million and $836.3 million, respectively.

Short-Term Investments

We classify our investments in debt securities as follows (in millions):available-for-sale and record these investments at fair value. Investments with an original maturity of three months or less at the date of purchase are considered cash equivalents, while all other investments are classified as short-term based on management’s intent and ability to use the funds in current operations. Unrealized gains and losses are reported as a component of other comprehensive income (loss). Realized gains and losses are determined based on the specific identification method, and are reflected as other income (expense), net in our Consolidated Statements of Operations.

We regularly review our investment portfolio to identify and evaluate investments that have indicators of possible impairment. Factors considered in determining whether a loss is other-than-temporary include, but are not limited to: the length of time and extent a security’s fair value has been below its cost, the financial condition and near-term prospects of the investee, the credit quality of the security’s issuer, likelihood of recovery and our intent and ability to hold the security for a period of time sufficient to allow for any anticipated recovery in value. For our debt instruments, we also evaluate whether we have the intent to sell the security or it is more likely than not that we will be required to sell the security before recovery of its cost basis.

 

 

2017

 

 

 

 

 

 

 

Gross

 

 

 

 

 

 

 

Amortized

 

 

Unrealized

 

 

Fair

 

 

 

Cost

 

 

Gains

 

 

Value

 

Reported as cash equivalents:

 

 

 

 

 

 

 

 

 

 

 

 

Money market funds

 

$

361.7

 

 

$

 

 

$

361.7

 

Reported as non-current assets:

 

 

 

 

 

 

 

 

 

 

 

 

Auction rate securities

 

 

-

 

 

 

1.5

 

 

 

1.5

 

Total available-for-sale securities

 

$

361.7

 

 

$

1.5

 

 

$

363.2

 

 

 

2016

 

 

 

 

 

 

 

Gross

 

 

 

 

 

 

 

Amortized

 

 

Unrealized

 

 

Fair

 

 

 

Cost

 

 

Gains

 

 

Value

 

Reported as cash equivalents:

 

 

 

 

 

 

 

 

 

 

 

 

Money market funds

 

$

319.1

 

 

$

 

 

$

319.1

 

Reported as non-current assets:

 

 

 

 

 

 

 

 

 

 

 

 

Auction rate securities

 

 

5.3

 

 

 

3.3

 

 

 

8.6

 

Total available-for-sale securities

 

$

324.4

 

 

$

3.3

 

 

$

327.7

 

Fair Value Measurements

We measure certainapply fair value accounting for all financial assets and liabilities at fair value.  When we measure fair value on either a recurring or nonrecurring basis, inputs used in valuation techniques are assigned a hierarchical level as follows:

Level 1 inputs are observable inputs that reflect quoted prices for identical assets or liabilities in active markets.

Level 2 inputs reflect quoted prices for identical assets or liabilities in markets that are not active; quoted prices for similar assetsrequired to be recognized or liabilities in active markets; inputs other than quoted prices that are observable for the assets or liabilities; or inputs that are derived principally from or corroborated by observable market data by correlation or other means.

Level 3 inputs are unobservable inputs reflecting our assumptions, which are incorporated into valuation techniques and models used to determine fair value.  The assumptions are consistent with market participant assumptions that are reasonably available.

Financial assets measureddisclosed at fair value onin the Consolidated Financial Statements. Fair value is defined as the price that would be received from selling an asset or paid to transfer a recurring basis, by level withinliability in an orderly transaction between market participants at the measurement date. When determining the fair value hierarchy,measurements for assets and liabilities, we consider the principal or most advantageous market in which we would transact, and the market-based risk measurements or assumptions that market participants would use in pricing the asset or liability, such as ofinherent risk, transfer restrictions and credit risk. The carrying amounts reported in the end of fiscal 2017 and 2016 were as follows (in millions):consolidated

 

 

 

2017

 

 

2016

 

 

 

Level 1

 

 

Level 2

 

 

Level 3

 

 

Level 1

 

 

Level 2

 

 

Level 3

 

Assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Money market

 

$

361.7

 

 

$

 

 

$

 

 

$

319.1

 

 

$

 

 

$

 

Auction rate securities

 

 

 

 

 

 

 

 

1.5

 

 

 

 

 

 

 

 

 

8.6

 

Total available-for-sale securities

 

$

361.7

 

 

$

 

 

$

1.5

 

 

$

319.1

 

 

$

 

 

$

8.6

 


SYNAPTICS INCORPORATED AND SUBSIDIARIES

The valuation of our auction rate securities is discussed in Note 3.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

In connection with the acquisition of Validity Sensors, Inc., or Validity, we entered into a contingent consideration arrangement.  As of June 30, 2017, the balance of $8.7 million represents a contractual liability which is no longer subject to valuation as the carrying amount approximatesfinancial statements approximate the fair value.  The balance represents amounts we have not paid and have retained, subject to resolution of matters related to the Amkor Technology legal dispute (see Legal Proceedings under Note 8).  

F-9


Changes in fair value of our Level 3 financial assets for fiscal 2017 and 2016 were as follows (in millions):

 

 

2017

 

 

2016

 

Beginning balance

 

$

8.6

 

 

$

15.8

 

Net unrealized loss

 

 

(1.5

)

 

 

(2.7

)

Impairment recovery on redeemed investments

 

 

1.9

 

 

 

2.1

 

Redemptions

 

 

(7.5

)

 

 

(6.6

)

Ending balance

 

$

1.5

 

 

$

8.6

 

Changes in fair value of our Level 3 financial liabilities for fiscal 2016 were as follows (in millions):

 

 

2016

 

 

 

Beginning balance

 

$

44.2

 

 

 

Cash settlement of contingent consideration liability

 

 

(18.2

)

 

 

Issuance of common stock in settlement of liability

 

 

 

 

 

Accretion and remeasurement

 

 

(0.5

)

 

 

Transfer out

 

 

(25.5

)

 

 

Ending balance

 

$

 

 

 

During fiscal 2016 we transferred $25.5 million of contingent consideration liability out of our Level 3 liabilities, as the underlying contingencies were resolved and it became a contractual liability as of the end of fiscal 2016.  The carrying value of $25.5 million approximated fair value, and was included in current acquisition-related liabilities as of the end of fiscal 2016.  During fiscal 2017 we paid $16.8 million of this liability and $8.7 million is included in current acquisition-related liabilities as of the end of fiscal 2017.  There were no transfers in or out of our Level 1 or 2 assets or liabilities during fiscal 2017 or 2016.

The fair values of ourcash, accounts receivable, and accounts payable approximateand accrued liabilities due to their carrying values because of the short-term nature of those instruments.  nature.

Intangible assets, property and equipment, and goodwill are measured at fair value on a non-recurring basis if impairment is indicated. The interest rate on our bank debt is variable, which is subject to change from time to time to reflect a market interest rate; accordingly, the carrying value of our bank debt approximates fair value.

Concentration of Credit Risk

Financial instruments that potentially subject us to concentrations of credit risk consist primarily of cash equivalents, investments, and accounts receivable. Our investment policy, which is predicated on capital preservation and liquidity, limits investments to U.S. government treasuries and agency issues, taxable securities, and municipal issued securities with a minimum rating of A1 (Moody’s) or P1 (Standard and Poor’s) or their equivalent.  Included within our investment portfolio are investments in ARS investments, which met our investment guidelines atgrade by the time of investment.  Our ARS investments are currently not liquid as a result of continued auction failures.rating agencies.

We sell our products to contract manufacturers that provide manufacturing services for OEMs, and to some OEMs directly.directly, and to distributors. We extend credit based on an evaluation of a customer’s financial condition, and we generally do not require collateral.

The following customers accounted for more than 10% of our accounts receivable balance as of the end of fiscal 20172022 and 2016:2021:

 

 

 

2022

 

2021

Customer A

 

17%

 

15%

Customer B

 

15%

 

12%

 

 

2017

 

 

2016

 

Customer A

 

 

17%

 

 

 

12%

 

Customer B

 

 

15%

 

 

 

10%

 

Customer C

 

 

13%

 

 

*

 

Customer D

 

 

10%

 

 

 

13%

 

Customer E

 

*

 

 

 

14%

 

Customer F

 

*

 

 

 

11%

 

*

Less than 10%

F-10


Other Concentrations

Our products include certain components that are currently single sourced. We believe other vendors would be able to provide similar components, however, the qualification of such vendors may require extraadditional lead time. In order to mitigate any potential adverse impactsimpact from a supply disruption, of supply, we strive to maintain an adequate supply of critical single-sourced components.

Revenue Recognition

Our revenue is primarily generated from the sale of ASIC chips, either directly to a customer or to a distributor. Revenue is recognized when control of the promised goods or services is transferred to our customers, in an amount that reflects the consideration we expect to receive in exchange for those goods or services. All of our revenue, except an inconsequential amount, is recognized at a point in time, either on shipment or delivery of the product, depending on customer terms and conditions. Non-product revenue is recognized over the same period of time such performance obligations are satisfied. We recognize revenuethen select an appropriate method for measuring satisfaction of the performance obligations.

Revenue from sales to distributors is recognized upon shipment of the product to the distributors (sell-in basis). Master sales when there is persuasive evidence that an arrangement exists,agreements are in place with certain customers, and these agreements typically contain terms and conditions with respect to payment, delivery, has occurredwarranty and title has transferred,supply. In the absence of a master sales agreement, we consider a customer's purchase order or our standard terms and conditions to be the contract with the customer.

Our pricing terms are negotiated independently, on a stand-alone basis. In determining the transaction price, we evaluate whether the price is fixedsubject to refund or determinable, and collection is reasonably assured.  We accrueadjustment to determine the net consideration which we expect to receive for estimated sales returns, incentives and other allowances at the timesale of such products. In limited situations, we recognize revenue.  Our products contain embedded firmware and software, which together with, or consisting of, our ASIC chip, deliver the essential functionality of our products and, as such, software revenue recognition guidance is not applicable.  Ourmake sales to distributorscertain customers under arrangements where we grant stock rotation rights, price protection and price allowances; variable consideration associated with these rights is expected to be inconsequential. These adjustments and incentives are madeaccounted for as variable consideration, classified as other current liabilities under agreements that generallythe revenue standard and are shown as customer obligations in other accrued liabilities on our consolidated balance sheets. We estimate the amount of variable consideration for such arrangements based on the expected value to be provided to customers, and we do not provide for price adjustments after purchase and provide for only limited return rights under product warranty.  Revenue on these sales is recognized in the same manner as salesbelieve that there will be significant changes to our non-distributor customers.estimates of variable consideration. When sales rebates andincentives, stock rotation rights, price protection, volume discounts, or price allowances are applicable, they are estimated and recorded in the period the related revenue is recognized. Stock rotation reserves are based on historical return rates applied to distributor inventory subject to stock rotation rights and recorded as a reduction to revenue with a corresponding reduction to cost of goods sold for the estimated cost of inventory that is expected to be returned and recorded as prepaid expenses and other current assets. In limited circumstances, we enter into volume-based tiered pricing arrangements and we estimate total unit volumes under such arrangement to determine the expected transaction price for the units expected to be transferred. Such arrangements are accounted for as contract liabilities within other accrued liabilities. Sales returns liabilities are recorded as refund liabilities within other accrued liabilities.

F-11


SYNAPTICS INCORPORATED AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

Our accounts receivable balance is from contracts with customers and represents our unconditional right to receive consideration from customers. Payments are generally due within three months of completion of the performance obligation and subsequent invoicing and, therefore, do not include significant financing components. In fiscal 2022, there was 0 material bad debt charge recorded on accounts receivable. There was $1.2 million of contract assets (i.e., unbilled accounts receivable, deferred commissions) recorded on the consolidated balance sheets as of June 25, 2022, and $1.9 million as of June 26, 2021. Contract assets are presented as part of prepaid expenses and other current assets. Contract liabilities and refund liabilities were $27.3 million and $61.3 million, respectively, as of June 25, 2022, and $7.0 million and $36.1 million, respectively, as of June 26, 2021. Both contract liabilities and refund liabilities are presented as part of customer obligations in other accrued liabilities on our consolidated balance sheets. During fiscal 2022 and 2021, we recognized $3.6 million and $1.8 million, respectively, in revenue related to contract liabilities outstanding as of the beginning of each such fiscal year.

We invoice customers for each delivery upon shipment and recognize revenue in accordance with delivery terms. As of June 25, 2022, we did 0t have any remaining unsatisfied performance obligations with an original duration greater than one year. Accordingly, under the optional exception provided by the ASC, we do not disclose revenues allocated to future performance obligations of partially completed contracts. We have elected to account for shipping and handling costs as fulfillment costs before the customer obtains control of the goods. We continue to classify shipping and handling costs as a cost of revenue. We have elected to continue to account for collection of all taxes on a net basis.

We incur commission expense that is incremental to obtaining contracts with customers. Sales commissions (which are recorded in the selling, general and administrative expense line item in the consolidated statements of operations) are expensed when the product is shipped because such commissions are incurred after the product has been shipped.

Revenue from contracts with customers disaggregated by geographic area based on customer location and groups of similar products is presented in Note 14 Segment, Customers, and Geographical Information.

Advertising Costs

Advertising costs, if any, are expensed when incurred.

Allowance for Doubtful Accounts

We maintain allowances for doubtful accounts for estimated losses resulting from the inability of customers to meet their financial obligations. On an ongoing basis, we evaluate the collectability of accounts receivable based on a combination of factors. In circumstances in which we are aware of a specific customer’s potential inability to meet its financial obligation, we record a specific reserve of the bad debt against amounts due. In addition, we make judgments and estimates on the collectability of accounts receivable based on our historical bad debt experience, customers’ creditworthiness, current economic trends, recent changes in customers’ payment trends, and deterioration in customers’ operating results or financial position. If circumstances change adversely, additional bad debt allowances may be required. For all periods presented,the fiscal year ended June 25, 2022 credit losses on our accounts receivable have been insignificant, and wewere $0.2 million. There were no credit losses on our accounts receivable for the fiscal year ended June 26, 2021. We believe that an adequate allowance for doubtful accounts has been provided.

Cost of Revenue

Our cost of revenue includes the cost of products shipped to our customers, which primarily includes the cost of products built to our specifications by our contract manufacturers, the cost of silicon wafers supplied by independent semiconductor wafer manufacturers, and the related assembly, package, and test costs of our products. Also included in our cost of revenue are personnel and related costs, including share-based compensation for quality assurance and manufacturing support personnel; logistics costs; depreciation of equipment supporting manufacturing; acquired intangibles amortization; fair value adjustments associated with acquired businesses; inventory write-downs and losses on purchase obligations; and warranty costs.

Inventories

Inventories are stated at the lower of cost (first-in, first-out method) or market (estimated net realizable value)value as of the end of fiscal 20172022 and 20162021, and consisted of the following (in millions):

 

 

2017

 

 

2016

 

Raw materials

 

$

94.7

 

 

$

59.2

 

 

2022

 

 

2021

 

Raw materials and work-in-progress

 

$

92.2

 

 

$

49.1

 

Finished goods

 

 

36.7

 

 

 

87.2

 

 

 

77.5

 

 

 

32.9

 

 

$

131.4

 

 

$

146.4

 

 

$

169.7

 

 

$

82.0

 

F-12


SYNAPTICS INCORPORATED AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

We record a write-down, if necessary, to reduce the carrying value of inventory to its net realizable value. The effect of these write-downs is to establish a new cost basis in the related inventory, which we do not subsequently write up.write-up. We also record a liability and charge to cost of revenue for estimated losses on inventory we are obligated to purchase from our contract manufacturers when such losses become probable from customer delays, order cancellations, or other factors. The following factors influence our estimates: changes to or cancellations of customer orders, unexpected or sudden decline in demand, rapid product improvements, technological advances, and termination or changes by our OEM customers of any product offerings incorporating our product solutions.

F-11


Property and Equipment

We state property and equipment at cost less accumulated depreciation and amortization. We compute depreciation using the straight-line method over the estimated useful lives of the assets. We amortize leasehold improvements over the shorter of the lease term or the useful life of the asset.

Other Assets

During fiscal 2020, we invested $5.0 million in Eta Compute in exchange for preferred stock. This investment provides us with a strategic relationship that enables us to better address expanded industry opportunities for artificial intelligence applications. The investment is accounted for under the cost method.

In April 2017, we paid $18.4$18.4 million for a 14.4%14.4% interest in OXi Technology Ltd., or OXi. OurIn April 2019, our investment ownership was reduced to 13.8% as a result of new investment in OXi is included in non-current other assets on our consolidated balance sheet.OXi. We determined the equity method of accounting appliesapplied to our investment as we havehad significant influence over OXi’s operating and financial policies. We will recordrecorded our portion of OXi’s net income or net loss on a one quarter lag due to the timing of the availability of OXi’s financial records, therefore, as of June 30, 2017, werecords. We did not recordhave any material related party transactions with OXi. During fiscal 2022, we sold our portioninvestment in OXi for $5.0 million. In connection with the sale of OXi’s net income or loss for the April 2017 through June 2017 period.  In addition, we will amortize intangible assets thatour investment in OXi, we recorded under the equity methoda gain of accounting, and such amortization$2.5 million, offset by our share of OXi's net losses of $0.9 million. The net gain of $1.6 million is included in Equity investment (gain) loss on ourin the consolidated statements of income.  As of June 30, 2017, we did not have any related party transactions with OXi.operations.

Foreign Currency

The U.S. dollar is our functional and reporting currency. We remeasure our monetary assets and liabilities not denominated in theour functional currency into U.S. dollar equivalents at the rate of exchange in effect on the balance sheet date. We measure and record non-monetary balance sheet accounts at the historical rate in effect at the date of transaction. We remeasure foreign currency expenses at the weighted average exchange rate in the month that the transaction occurred. These foreign currency transactions and remeasurement gains and losses, resulted in a net lossgain of $0.7$5.6 million and $5.8$0.2 million in fiscal 20172022 and fiscal 2016,2020, respectively, and a net gainloss of $14.7$1.4 million in fiscal 2015.2021. Gains and losses resulting from foreign currency transactions are included in selling, general, and administrative expenses in the consolidated statements of income.  operations.

Goodwill

We also enter into foreign currency contracts to manage exposure related to certain foreign currency obligations.  The foreign currency contracts are not designated as hedging instruments and, accordingly, are not subject to hedge accounting.  In fiscal year 2015, we entered into foreign currency forward contracts to purchase Japanese yen, using U.S. dollars. As of June 30, 2017, and 2016 we had no outstanding foreign currency forward contracts.  In fiscal 2017 we had no active contracts, in fiscal 2016 we recognized net realized gains of $4.8 million and in fiscal 2015 we recognized net unrealized losses of $1.3 million on foreign currency forward contracts, which are recorded in selling, general, and administrative expenses in the consolidated statements of income.

Goodwill

Goodwill represents the excess of the purchase price of an acquired business over the identifiable assets acquired and liabilities assumed. We test for impairment of goodwill on an annual basis in the fourth quarter and at any other time when events occur or circumstances indicate that the carrying amount of goodwill may not be recoverable. We have the option to first assess qualitative factors to determine whether it is necessary to perform the quantitative goodwill impairment test. The qualitative factors we assess include long-term prospects of our performance, share price trends and market capitalization, and Company specific events. Unanticipated events and circumstances may occur that affect the accuracy of our assumptions, estimates and judgments.

If we determine that as a result of the qualitative assessment that it is more likely than not (i.e., greater than 50% likelihood) that the fair value of net tangiblea reporting unit is less than its carrying amount, then the quantitative test is required. Otherwise, no further testing is required. The quantitative goodwill impairment test requires us to estimate the fair value of our reporting units. If the carrying value of a reporting unit exceeds its fair value, the goodwill of that reporting unit is potentially impaired and identifiable intangible assets acquired.  There were no changes inwe record an impairment loss equal to the excess of the carrying value of the reporting unit over its fair value, not to exceed the carrying amount of goodwill. The fair value of each of our goodwill balance in fiscal 2017 and 2016.reporting units is generally estimated using discounted cash flow methodologies.

We have allocated our goodwill to a single company-wide reporting unit.  We perform a qualitative assessment ofBased on the goodwillimpairment analysis performed in the fourth quarter of each fiscal year.  In assessing the qualitative factors, we considered the impact of key factors including change in industry and competitive environment, market capitalization, stock price, gross margin and cash flow from operating activities. We concluded thatyear presented, the fair value of our reporting units exceeded the single company-wide reporting unit exceeded its carrying amount, therefore, there isvalue; as such, our annual qualitative assessment did not indicate that a more detailed quantitative analysis was necessary and no need for impairment. No goodwill impairment was recognized for fiscal 2017, 2016, and 2015.each period presented.

F-13


SYNAPTICS INCORPORATED AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

Intangible Assets

Intangible assets consist primarily of intangible assets purchased through acquisitions. Finite-lived intangible assets are amortized for financial reporting purposes using the straight-line method over the estimated useful lives of the assets ranging from 1 to 6 years. Indefinite-lived intangible assets are not amortized but tested annually for impairment on an annual basis in the fourth quarter, or when events or changes in circumstances indicate that indefinite-lived intangible assets might be impaired.

Impairment of Long-Lived Assets

We evaluate long-lived assets, such as property and equipment and intangible assets subject to amortization, for impairment whenever events or changes in circumstances indicate that the carrying value of an asset may not be recoverable. We measure recoverability of assets to be held and used by a comparison of the carrying amount of an asset to estimated undiscounted future cash flows expected to be generated by the asset. We review the carrying value of indefinite-lived intangible assets for impairment at least annually during the last quarter of our fiscal year, or more frequently if we believe indicators of impairment exist. If the carrying amount of the asset exceeds its estimated undiscounted future cash flows, we recognize an impairment charge in an amount by which the carrying amount of the asset exceeds the fair value of the asset. Assets to be disposed of would be separately presented in the consolidated balance sheets and reported at the lower of the carrying amount or fair value less costs to sell and would no longer be depreciated. The assets and liabilities of a disposed group classified as held for sale would be presented separately in the appropriate asset and liability sections of the

F-12


consolidated balance sheets. DuringNaN impairment of long-lived assets was recognized for fiscal 2016,2022, 2021, and 2020.

Leases

We determine if a contract is a lease or contains a lease at the inception of the contract and reassess that conclusion if the contract is modified. All leases are assessed for classification as an operating lease or a finance lease. Operating lease right-of-use, or ROU, assets are included in non-current other assets on our consolidated balance sheet. Operating lease liabilities are separated into a current portion, included within other accrued liabilities on our consolidated balance sheet, and a non-current portion, included within other long-term liabilities on our consolidated balance sheet. We do not have any finance lease ROU assets or liabilities. ROU assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. We do not obtain and control the right to use the identified asset until the lease commencement date.

Our lease liabilities are recognized at the applicable lease commencement date based on the present value of the lease payments required to be paid over the lease term. Because the interest rate implicit in the lease is not readily determinable, we recordedgenerally use our incremental borrowing rate to discount the lease payments to present value. The estimated incremental borrowing rate is derived from information available at the lease commencement date. We factor in publicly available data for instruments with similar characteristics when calculating our incremental borrowing rates. Our ROU assets are also recognized at the applicable lease commencement date. The ROU asset equals the carrying amount of the related lease liability, adjusted for any lease payments made prior to lease commencement and lease incentives provided by the lessor. Variable lease payments are expensed as incurred and do not factor into the measurement of the applicable ROU asset or lease liability.

The term of our leases equals the non-cancellable period of the lease, including any rent-free periods provided by the lessor, and also include options to renew or extend the lease (including by not terminating the lease) that we are reasonably certain to exercise. We establish the term of each lease at lease commencement and reassess that term in subsequent periods if a $6.7 million impairment chargetriggering event occurs. Operating lease cost for an acquired intangible asset relatedlease payments is recognized on a straight-line basis over the lease term.

Our lease contracts often include lease and non-lease components. For our leases, we have elected the practical expedient offered by the standard to ThinTouch developed technology, which we determined is probablenot separate lease from non-lease components and account for them as a single lease component.

We have elected, for all classes of underlying assets, not to be recoverable, basedrecognize ROU assets and lease liabilities for leases with a term of twelve months or less. Lease cost for short-term leases is recognized on revenue forecasts.  This intangible asset has been written down to zero.  During fiscal 2017 and 2015, we did not have an impairment charge.a straight-line basis over the lease term.

F-14


SYNAPTICS INCORPORATED AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

Other Accrued Liabilities and Other Long-Term Liabilities

As of the end of fiscal 20172022 and 2016,2021, other accrued liabilities consisted of the following (in millions):

 

 

 

2022

 

 

2021

 

Customer obligations

 

$

88.6

 

 

$

43.1

 

Inventory obligations

 

 

14.1

 

 

 

17.0

 

Operating lease liabilities

 

 

7.6

 

 

 

9.3

 

Other

 

 

35.0

 

 

 

26.8

 

 

 

$

145.3

 

 

$

96.2

 

 

 

2017

 

 

2016

 

Customer obligations

 

$

34.8

 

 

$

34.8

 

Inventory obligations

 

 

41.8

 

 

 

24.0

 

Warranty

 

 

4.4

 

 

 

3.5

 

Other

 

 

20.8

 

 

 

20.0

 

 

 

$

101.8

 

 

$

82.3

 

As of the end of fiscal 2022 and 2021, other long-term accrued liabilities consisted of the following (in millions):

 

 

 

 

 

 

 

 

 

2022

 

 

2021

 

Income taxes payable, long-term

 

$

29.1

 

 

$

15.4

 

Non-current deferred tax liability

 

 

52.6

 

 

 

27.1

 

Operating lease liabilities, long-term

 

 

51.5

 

 

 

24.0

 

Other

 

 

19.4

 

 

 

12.0

 

 

 

$

152.6

 

 

$

78.5

 

 

 

 

 

 

 

 

Segment Information

We operate in one1 segment: the development, marketing, and sale of intuitive human interfaceexperience semiconductor solutions for electronic devices and products. The chief operating decision maker, or CODM, is the chief executive officer whoour CEO, Our CODM evaluates financial performance and allocates resources using financial information reported on a company-wide basis.

Share-Based Compensation

We utilize the Black-Scholes option pricing model to estimate the grant date fair value of stock options granted to employees, which requires the input of highly subjective assumptions, including expected volatility and expected life.  Historical and implied volatilities were used in estimating the fair value of our stock option awards.  The expected life for our options was previously estimated based on historical trends since our initial public offering.  In fiscal 2011, we began to grant options with a contractual life of seven years rather than 10 years, and we began using the simplified method to establish the expected life as we did not have any history of options with seven-year lives.  Our outstanding options have vesting periods of three or four years, depending on when they were granted and we continue to use the simplified method to establish the expected life. Changes in these inputs and assumptions can materially affect the measure of estimated fair value of our share-based compensation.  Further, we estimate forfeitures for share-based awards that are not expected to vest.  We charge the estimated fair value less estimatedactual forfeitures to earnings on a straight-line basis over the vesting period of the entire underlying award, which is generally three to or four years for our restricted stock option and deferred stock unit,units, or DSU,RSU, awards, three years for our market stock unit,units, or MSU, awards, three years for our performance stock units, or PSU, awards, and up to two yearsone year for shares purchased under our 2019 employee stock purchase plan.plan .

We estimate the fair value of market-based MSUs at the date of grant using a Monte Carlo simulation model and amortize those fair values over the requisite service period, which is generally three years adjusted for estimated forfeitures for each vesting tranche of the award.. The Monte Carlo simulation model that we use to estimate the fair value of market-based MSUs at the date of grant incorporates into the valuation the possibility that the market condition may not be satisfied. Provided that the requisite service is rendered, the total fair value of the market-based MSUs at the date of grant must be recognized as compensation expense even if the market condition is not achieved. However, the number of shares that ultimately vest can vary significantly with the performance of the specified market criteria.

We value PSUs using the aggregate intrinsic value on the grant date and amortize the compensation expense over the three-year service period on a ratable basis, dependent upon the probability of meeting the performance measures.

We recognize compensation expense for phantom stock units on a straight-line basis for each tranche of each award based on the average closing price of our common stock over the thirty calendar days ended prior to each balance sheet date. As our phantom stock is a cash-settled award, it is recorded as a liability and remeasured each reporting period.

Income Taxes

We account for income taxes under the asset and liability method. We recognize deferred tax assets and liabilities for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases, and operating loss and tax credit carryforwards. We measure deferred tax assets and liabilities using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. We recognize the effect of a change in tax rates in income on deferred tax assets and liabilities in the period that includes the enactment date. We establish valuation allowances when necessary to reduce deferred tax assets to the amounts that are more likely than not to be realized.  We consider the operating earnings of our foreign subsidiaries to be indefinitely invested outside the United States.  Accordingly, no provision has been made for the U.S. federal, state, or foreign taxes that may result from future remittances of undistributed earnings of our foreign subsidiaries.

F-13


We use a two-step approach to recognizing and measuring uncertain tax positions. The first step is to determine whether it is more-likely-than-not that a tax position will be sustained upon examination, including resolution of any related appeals or litigation processes. The second step is to measure the tax benefit as the largest amount that is more than 50% likely of being

F-15


SYNAPTICS INCORPORATED AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

realized upon ultimate settlement with a taxing authority. The calculation of tax liabilities involves significant judgment in estimating the impact of uncertainties in the application of highly complex tax laws. Resolution of these uncertainties in a manner inconsistent with our expectations could have a material impact on our consolidated financial position, results of operations, and cash flows. We believe we have adequately provided for reasonably foreseeable outcomes in connection with the resolution of income tax uncertainties. However, our results have in the past, and could in the future, include favorable and unfavorable adjustments to our estimated tax liabilities in the period a determination of such estimated tax liability is made or resolved, upon the filing of an amended return, upon a change in facts, circumstances, or interpretation, or upon the expiration of a statute of limitation. Accordingly, our effective tax rate could fluctuate materially from period to period.

Product Warranty

We generally provide warranties to cover defects in workmanship, materials and manufacturing for a period of twelve months to meet the stated functionality as agreed to in each sales arrangement. Products are tested against specified functionality requirements prior to delivery, but we nevertheless from time to time experience claims under our warranty guarantees. These standard warranties are assurance type warranties and do not offer any services in addition to the assurance that the product will continue working as specified. Therefore, warranties are not considered separate performance obligations in the arrangement. We accrue for estimated warranty costs under those guarantees based upon historical experience, and for specific items, at the time their existence is known and the amounts are determinable.

Business Combinations

In accordance with the guidance for business combinations, we determine whether a transaction or other event is a business combination, which requires that the assets acquired and liabilities assumed constitute a business. Each business combination is then accounted for by applying the acquisition method. If the assets acquired are not a business, we account for the transaction or other event as an asset acquisition. Under both methods, we recognize the identifiable assets acquired, the liabilities assumed, and any noncontrolling interest in the acquired entity. We capitalize acquisition-related costs and fees associated with asset acquisitions and immediately expense acquisition-related costs and fees associated with business combinations.

We allocate the fair value of purchase consideration to the tangible assets acquired, liabilities assumed and intangible assets acquired based on their estimated fair values. The excess of the fair value of purchase consideration over the fair values of these identifiable assets and liabilities is recorded as goodwill. When determining the fair values of assets acquired and liabilities assumed, we make significant estimates and assumptions, especially with respect to intangible assets. Critical estimates in valuing certain intangible assets include, but are not limited to, future expected cash flows from customer relationships and acquired developed technology and discount rates. Our estimates of fair value are based upon assumptions believed to be reasonable, but which are inherently uncertain and unpredictable and, as a result, actual results may differ materially from estimates. Other estimates associated with the accounting for acquisitions may change as additional information becomes available regarding the assets acquired and liabilities assumed. Any change in facts and circumstances that existed as of the acquisition date and impacts our preliminary estimates is recorded to goodwill if identified within the measurement period. Any adjustments subsequent to the measurement period or our final determination of fair value of assets and liabilities, will be charged to earnings.

Research and Development

Research and development costs are expensed as incurred.

 

F-16


SYNAPTICS INCORPORATED AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

2.

Net Income Per Share

2. Net Income Per Share

The computation of basic and diluted net income per share for fiscal 2017, 2016,2022, 2021, and 20152020 was as follows (in millions, except per share amounts):

 

 

2017

 

 

2016

 

 

2015

 

 

2022

 

 

2021

 

 

2020

 

Numerator:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income

 

$

48.8

 

 

$

72.2

 

 

$

110.4

 

 

$

257.5

 

 

$

79.6

 

 

$

118.8

 

Denominator:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Shares, basic

 

 

34.8

 

 

 

36.6

 

 

 

36.9

 

 

 

39.0

 

 

 

34.8

 

 

 

33.6

 

Effect of dilutive share-based awards

 

 

0.8

 

 

 

1.3

 

 

 

2.0

 

Effect of dilutive share-based awards and convertible notes

 

 

1.7

 

 

 

3.5

 

 

 

1.2

 

Shares, diluted

 

 

35.6

 

 

 

37.9

 

 

 

38.9

 

 

 

40.7

 

 

 

38.3

 

 

 

34.8

 

Net income per share:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

$

1.40

 

 

$

1.97

 

 

$

2.99

 

 

$

6.60

 

 

$

2.29

 

 

$

3.54

 

Diluted

 

$

1.37

 

 

$

1.91

 

 

$

2.84

 

 

$

6.33

 

 

$

2.08

 

 

$

3.41

 

 

Diluted net income per share does not include the effect of potential common shares related to certain share-based awards for fiscal 2017, 2016,2022, 2021, and 20152020 as follows (in millions):

 

 

 

2017

 

 

2016

 

 

2015

 

Share-based awards

 

 

1.4

 

 

 

0.7

 

 

 

0.3

 

 

 

2022

 

 

2021

 

 

2020

 

Share-based awards

 

 

0.1

 

 

 

0

 

 

 

0.7

 

 

These share-based awards were not included in the computation of diluted net income per share because the proceeds received, if any, from such share-based awards combined with the average unamortized compensation costs, adjusted for the hypothetical tax benefit or deficiency creditable or chargeable, respectively, to additional paid-in capital, were greater than the average market price of our common stock, and therefore, their effect would have been antidilutive.

Our basic net income per share amounts for each period presented have been computed using the weighted average number of shares of common stock outstanding. Our diluted net income per share amounts for each period presented include the weighted average effect of potentially dilutive shares. We used the “treasury stock” method to determine the dilutive effect of ouroutstanding stock options, DSUs,RSUs, MSUs, PSUs and MSUs.convertible notes.

 

3.

Auction Rate Securities

Our ARS investments, which are included in non-current other assets, have failed to settle in auctions beginning in 2007.  These investments are not liquid,3. Property and in the event we need to access these funds, we will not be able to do so without a loss of principal, unless redeemed by the issuers or a future auction on these investments is successful.  During our fiscal years 2017, 2016 and 2015, $7.5 million, $6.6 million and $4.9 million, respectively, of our ARS investments were redeemed.

F-14


Our failed ARS investments were compared to other observable market data or securities with similar characteristics.  Our estimate of the fair value of our ARS investments fluctuates from period to period depending on future market conditions.

We have ARS investments with a fair value of $1.5 million with no maturity date, which are below investment grade and have a total par value of $5.0 million.

The type of ARS investments we held as of the end of fiscal 2017, including the original cost basis, other-than-temporary impairment included in retained earnings, new cost basis, unrealized gain, and fair value consisted of the following (in millions):

Equipment

 

 

Original Cost Basis

 

 

Other-than-

temporary Impairment in Retained Earnings

 

 

New Cost Basis

 

 

Unrealized Gain

 

 

Fair Value

 

Preferred stock

 

$

5.0

 

 

$

(5.0

)

 

$

 

 

$

1.5

 

 

$

1.5

 

The various types of ARS investments we held as of the end of fiscal 2016, including the original cost basis, other-than-temporary impairment included in retained earnings, new cost basis, unrealized gain, and fair value consisted of the following (in millions):

 

 

Original Cost Basis

 

 

Other-than-

temporary Impairment in Retained Earnings

 

 

New Cost Basis

 

 

Unrealized Gain

 

 

Fair Value

 

Credit linked notes

 

$

7.5

 

 

$

(2.2

)

(1)

$

5.3

 

 

$

1.8

 

 

$

7.1

 

Preferred stock

 

 

5.0

 

 

 

(5.0

)

 

 

 

 

 

1.5

 

 

 

1.5

 

Total ARS Investments

 

$

12.5

 

 

$

(7.2

)

 

$

5.3

 

 

$

3.3

 

 

$

8.6

 

(1)

Other-than-temporary impairment in retained earnings is partially offset by cumulative accretion of $4.4 million on non-current other assets.  Accretion is reclassified from accumulated other comprehensive income and recorded in the consolidated statements of income as interest income.

We have accounted for our ARS investments as non-current as we are not able to reasonably determine when the ARS markets will recover or be restructured.  Based on our ability to access our cash and cash equivalents, our expected operating cash flows, and our other sources of cash, we do not intend to sell our ARS investments and it is not more likely than not that we will be required to sell our ARS investments before the recovery of the amortized cost basis.  

4.

Property and Equipment

Property and equipment as of the end of fiscal 20172022 and 20162021 consisted of the following (in millions):

 

 

Life

 

2017

 

 

2016

 

 

Life

 

 

2022

 

 

2021

 

Land

 

 

$

13.3

 

 

$

13.3

 

 

 

 

 

$

0

 

 

$

13.3

 

Building and building improvements

 

35 years

 

 

47.9

 

 

 

44.5

 

 

Up to 35 years

 

 

 

0

 

 

 

52.7

 

Computer equipment

 

3 - 5 years

 

 

29.7

 

 

 

25.3

 

 

3 - 5 years

 

 

 

19.3

 

 

 

22.9

 

Manufacturing equipment

 

1 - 5 years

 

 

75.7

 

 

 

65.8

 

 

1 - 5 years

 

 

 

93.3

 

 

 

71.9

 

Furniture, fixtures, and leasehold improvements

 

3 - 10 years

 

 

21.5

 

 

 

21.1

 

 

3 - 10 years

 

 

 

39.6

 

 

 

27.2

 

Capitalized software

 

3 - 7 years

 

 

32.5

 

 

 

30.0

 

 

3 - 7 years

 

 

 

24.3

 

 

 

28.1

 

Construction in progress

 

 

 

 

 

9.2

 

 

 

6.1

 

 

 

 

 

220.6

 

 

 

200.0

 

 

 

 

 

 

185.7

 

 

 

222.2

 

Accumulated depreciation and amortization

 

 

 

 

(106.8

)

 

 

(87.3

)

 

 

 

 

 

(122.8

)

 

 

(131.0

)

Property and equipment, net

 

 

 

$

113.8

 

 

$

112.7

 

 

 

 

$

62.9

 

 

$

91.2

 

In fiscal 2017 and 2016, there was $10.8 million and $10.9 million, respectively, of propertyOur construction in progress primarily includes machinery and equipment retired which was fully amortized.that we expect to place in service in the next 12 months.

4. Acquisitions, Divestiture and Investment

Acquisitions

F-15


 

DSP Group, Inc.

5.

Acquisitions

Validity

On November 7, 2013, or the Acquisition Date, we acquired 100% of the outstanding common and preferred shares and voting interest of a privately held company, Validity Sensors, Inc., or Validity. As of JuneAugust 30, 2016, the remaining liability for contingent consideration of $8.7 million represents amounts we have not paid and have retained, subject to resolution of matters related to the Amkor Technology legal settlement (see Legal Proceedings under Note 8).

Renesas SP Drivers

On June 11, 2014,2021, we entered into a stock purchasean agreement and plan of merger with DSP Group, Inc., or DSPG, to acquire all of the outstanding stockequity of Renesas SP Drivers, Inc.DSPG, a leading global provider of voice and wireless chipset solutions for converged communications, for $22.00 per share in an all-cash transaction, referred to as the DSPG acquisition. The DSPG acquisition closed on

F-17


SYNAPTICS INCORPORATED AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

December 2, 2021, or RSP, a leading provider of small- and medium-sized display driver integrated circuits for smartphones and tablets, or the RSP Acquisition.  Effective as of October 1, 2014, or theDSPG Closing Date, whereupon we completedobtained voice and wireless technology and product solutions for converged communications. In addition, under the RSP Acquisition by acquiring 100%terms of the outstanding capital stockagreement and plan of RSP for an initial purchase price of approximately ¥50.6 billion (or approximately $463 million), with Japanese yen converted into U.S. dollars at the Closing Date conversion rate of 109.4 Japanese yen to one U.S. dollar. The purchase price at the Closing Date was paid entirely in cash, with ¥7.25 billion (or approximately $66 million) held back until the date that is 18 months after the Closing Date to address any post-closing adjustments or claims, or the Indemnification Holdback, and ¥5.25 billion (or approximately $48 million) held back in respect of a potential post-closing working capital, cash balance, indebtedness and transaction expenses adjustments, or the Working Capital Holdback.  Subsequentmerger, we provided replacement equity awards to the Closing Date, we determined that $4.8transferred employees and allocated $1.7 million of additional purchasethe replacement equity awards value to consideration was due to the sellers pursuant to the requirements of the Working Capital Holdback and have adjusted the purchase price to $468 million.transferred.

The Working Capital Holdback as adjusted for additional purchase consideration was settled in the three months ended March 31, 2015, for a total of ¥5.78 billion (or $48.6 million). The majority of the Indemnification Holdback was settled in fiscal 2016 and the remainder was settled in fiscal 2017 after resolution of the IIX legal complaint (see Legal Proceedings under Note 8). The RSP AcquisitionDSPG acquisition has been accounted for using the purchase method of accounting in accordance with the business acquisition guidance. Under the purchase accounting method, the total estimated purchase consideration of the acquisition was allocated to the tangible and identifiable intangible assets acquired and liabilities assumed based on their relative fair values. The excess of the purchase consideration over the net tangible and identifiable intangible assets acquired and liabilities has been recorded as goodwill. Our estimate of the fair values of the acquired intangible assets at June 25, 2022, was based on established and accepted valuation techniques performed with the assistance of our third-party valuation specialists.

The adjusted purchase price paid for DSPG was $543.3 million. The final purchase price allocation is as follows (in millions):

 

 

Final
As Adjusted
June 25, 2022

 

Cash and cash equivalents

 

$

40.5

 

Short-term investments

 

 

71.9

 

Accounts receivable, net

 

 

12.9

 

Inventory

 

 

22.6

 

Prepaid expenses and other current assets

 

 

4.0

 

Property and equipment

 

 

5.9

 

Intangible assets

 

 

212.0

 

Right-of-use lease asset

 

 

9.8

 

Severance pay fund

 

 

16.2

 

Deferred tax asset

 

 

6.7

 

Non-current other assets

 

 

2.3

 

Total identifiable assets acquired

 

 

404.8

 

Accounts payable

 

 

(6.7

)

Other accrued expenses

 

 

(19.8

)

Short-term lease liabilities

 

 

(1.5

)

Long-term lease liabilities

 

 

(8.2

)

Accrued severance

 

 

(16.4

)

Deferred tax liability

 

 

(39.4

)

Other long-term liabilities

 

 

(6.1

)

Total liabilities

 

 

(98.1

)

Net identifiable assets acquired

 

 

306.7

 

Goodwill

 

 

236.6

 

Net assets acquired

 

$

543.3

 

The following table summarizes the final amounts of the fair values recognized for the assets acquired and liabilities assumed for these two acquisitions as of the acquisition date as well as adjustments made during the measurement period:

 

 

Previously Reported
December 25, 2021

 

 

Measurement Period Adjustments (1)

 

 

As Adjusted

 

Other current assets

 

$

151.9

 

 

$

0

 

 

$

151.9

 

Goodwill

 

 

256.6

 

 

 

(20.0

)

 

 

236.6

 

Developed technology and other intangible assets

 

 

200.5

 

 

 

11.5

 

 

 

212.0

 

Deferred tax asset

 

 

0.3

 

 

 

6.4

 

 

 

6.7

 

Other long-term assets

 

 

35.6

 

 

 

(1.4

)

 

 

34.2

 

Current liabilities

 

 

(26.8

)

 

 

(1.2

)

 

 

(28.0

)

Deferred tax liability

 

 

(38.1

)

 

 

(1.3

)

 

 

(39.4

)

Other long-term liabilities

 

 

(29.1

)

 

 

(1.6

)

 

 

(30.7

)

Consideration adjustment

 

 

0

 

 

 

7.6

 

 

 

0

 

Net assets acquired

 

$

550.9

 

 

$

0

 

 

$

543.3

 

F-18


SYNAPTICS INCORPORATED AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

(1) The measurement period adjustments were based upon information obtained about facts and circumstances that existed at the acquisition date that, if known, would have affected the measurement of the amounts recognized at that date.

The following table summarizes the estimated fair value of the intangible assets as of the DSPG Closing Date (in millions):

 

 

Estimated Weighted Average Useful Lives in Years

 

 

Estimated Fair
Value

 

 

 

 

 

 

 

 

Developed technology

 

 

5.2

 

 

$

150.0

 

Customer contracts and related relationships

 

 

4.0

 

 

 

45.0

 

In process research and development

 

N/A

 

 

 

16.0

 

Trade names

 

 

1.0

 

 

 

1.0

 

Estimated fair value of acquired intangibles

 

 

 

 

$

212.0

 

We estimated the fair value of the identified intangible assets using a business combinationdiscounted cash flow model for each of the underlying identified intangible assets. These fair value measurements were based on significant inputs not observable in the market and thus represent a Level 3 measurement. Key assumptions include the level and timing of expected future cash flows, conditions and demands specific to each intangible asset over its remaining useful life, and discount rates we believe to be consistent with the inherent risks associated with each type of asset, which range from 4% to 18%. The fair value of these intangible assets is primarily affected by the projected revenue, gross margins, operating expenses, the technology migration curve, customer ramp up period and the anticipated timing of the projected income associated with each intangible asset coupled with the discount rates used to derive their estimated present values. We believe the level and timing of expected future cash flows appropriately reflects market participant assumptions.

In-process research and development consists of advanced semiconductor telecommunications products for the Internet of Things, or IoT, market. We expect to complete the in-process research and development project in calendar year 2023.

The value of goodwill reflects the anticipated synergies of the combined operations and workforce of DSPG as of the DSPG Closing Date. None of the goodwill is expected to be deductible for income tax purposes.

Prior to the DSPG acquisition, we did not have an existing relationship or transactions with DSPG.

The consolidated financial statements include approximately $83.8 million of revenue from the DSPG Closing Date through June 25, 2022. It is impracticable to determine the effect on net income attributable to DSPG as we initiated the integration of a substantial portion of DSPG into our ongoing operations during the second quarter of fiscal 2022, which was completed in the subsequent quarter.

Supplemental Pro Forma Information (Unaudited)

The supplemental pro forma financial information presented below is for illustrative purposes only and is not necessarily indicative of the financial position or results of RSP’s operations that would have been realized if the acquisition had been completed on the date indicated, does not reflect synergies that might have been achieved, nor is it indicative of future operating results or financial position. The pro forma adjustments are based upon currently available information and certain assumptions we believe are reasonable under the circumstances.

The following supplemental pro forma information presents the combined results of operations for the year ended June 25, 2022 and June 26, 2021, as if DSPG had been acquired as of the beginning of fiscal 2021. Pro forma adjustments used to arrive at pro forma net income included adjustments for the addition of intangible amortization expense for the value of intangibles under the purchase price allocation, adjustments to record acquired inventories at fair value, transaction and restructuring costs. The total pro forma adjustments for fiscal 2022 was an increase to net income of $5.9 million and a decrease in net income of $86.3 million in fiscal 2021. The unaudited supplemental pro forma financial information for the periods presented is as follows (in millions):

 

 

2022

 

 

2021

 

Revenue

 

$

1,802.6

 

 

$

1,466.0

 

Net income (loss)

 

$

263.4

 

 

$

(6.7

)

F-19


SYNAPTICS INCORPORATED AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

DisplayLink

On July 17, 2020, we entered into a definitive agreement to acquire 100% of equity interest in DisplayLink Corporation, or DisplayLink, a leader in high-performance video compression technology, for $305 million in cash adjusted for (i) estimated cash and cash equivalents and short-term investments at the closing (ii) estimated indebtedness outstanding immediately prior to the closing, (iii) unpaid portion as of the closing of certain transaction expenses incurred by DisplayLink, and (iv) the amount that the estimated working capital of DisplayLink exceeds or falls short, respectively, of a certain specified target working capital set forth in an Agreement and Plan of Merger, or the Merger Agreement, with $3.1 million of the purchase price held in escrow accounts for adjustments after closing and to secure the Seller Parties’ indemnification obligations under the Merger Agreement. The acquisition closed on July 31, 2020, or the DisplayLink Closing Date, whereupon we obtained high-performance video compression technology which will further enhance our current IoT business.

This acquisition has been accounted for using the purchase method of accounting in accordance with the business acquisition guidance. Under the purchase accounting method, the total estimated purchase consideration of the acquisition was allocated to the tangible and identifiable intangible assets acquired and liabilities assumed based on their relative fair values. The excess of the purchase consideration over the net tangible and identifiable intangible assets acquired and liabilities has been recorded as goodwill. Our estimate of the fair values of the acquired intangible assets at June 26, 2021, was based on established and accepted valuation techniques performed with the assistance of our third-party valuation specialists.

The adjusted purchase price paid for DisplayLink was $444.0 million.

The following table summarizes the amounts recorded for the estimated fair values of the assets acquired and liabilities assumed as of the DisplayLink Closing Date (in millions):

Cash and cash equivalents

$

40.9

Short-term investments

94.0

Accounts receivable, net

7.1

Inventory

33.1

Prepaid expenses and other current assets

9.1

Property and equipment

6.8

Intangible assets

193.0

Right-of-use lease asset

20.0

Non-current other assets

0.6

Total identifiable assets acquired

404.6

Accounts payable

(5.2

)

Other accrued liabilities

(9.1

)

Short-term lease liabilities

(1.7

)

Long-term lease liabilities

(18.2

)

Other long-term liabilities

(32.8

)

Total liabilities

(67.0

)

Net identifiable assets acquired

337.6

Goodwill

106.4

Net assets acquired

$

444.0

There were no measurement period adjustments during fiscal year ended June 25, 2022. During the fiscal year ended June 26, 2021 we recorded measurement period adjustments of $0.9 million to goodwill comprising of increases of $2.3 million in prepaid expenses and decreases of $0.8 million to other accrued liabilities and increases of $1.4 million in other long-term liabilities for a net increase of $1.7 million to the fair value of other acquired net tangible assets.

F-20


SYNAPTICS INCORPORATED AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

The following table summarizes the estimated fair value of the intangible assets as of the DisplayLink Closing Date (in millions):

 

 

Estimated Weighted Average Useful Lives in Years

 

 

Estimated Fair
Value

 

 

 

 

 

 

 

 

Developed technology

 

 

3.0

 

 

$

82.0

 

Customer contracts and related relationships

 

 

3.0

 

 

 

54.0

 

In process research and development

 

N/A

 

 

 

51.0

 

Trade names

 

 

4.0

 

 

 

3.0

 

Licensed technology

 

 

2.5

 

 

 

3.0

 

Estimated fair value of acquired intangibles

 

 

 

 

$

193.0

 

 

 

 

 

 

 

 

We estimated the fair value of the identified intangible assets using a discounted cash flow model for each of the underlying identified intangible assets. These fair value measurements were based on significant inputs not observable in the market and thus represent a Level 3 measurement. Key assumptions include the level and timing of expected future cash flows, conditions and demands specific to each intangible asset over its remaining useful life, and discount rates we believe to be consistent with the inherent risks associated with each type of asset, which range from 11.0% to 11.5%. The fair value of these intangible assets is primarily affected by the projected revenue, gross margins, operating expenses, the technology migration curve, customer ramp up period and the anticipated timing of the projected income associated with each intangible asset coupled with the discount rates used to derive their estimated present values. We believe the level and timing of expected future cash flows appropriately reflects market participant assumptions.

In-process research and development consists of a next generation docking and video interface products for the IoT market. We expect to complete the in-process research and development project in fiscal 2023.

The value of goodwill reflects the anticipated synergies of the combined operations and workforce of DisplayLink as of the DisplayLink Closing Date. NaNne of the goodwill is expected to be deductible for income tax purposes.

Prior to the DisplayLink acquisition, we did not have an existing relationship or transactions with DisplayLink.

The consolidated financial statements include approximately $115.3 million and $110.0 million of revenue during fiscal 2022 and 2021, respectively. It is impracticable to determine the effect on net income attributable to DisplayLink as we integrated a substantial portion of DisplayLink into our ongoing operations during the first quarter of fiscal 2021.

The following unaudited pro forma financial information (in millions, except per share data) presents the combined results of operations for us and DisplayLink as if the DisplayLink acquisition had occurred at the beginning of fiscal 2020. The unaudited 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 DisplayLink acquisition actually taken place at the beginning of fiscal 2020 and should not be taken as indicative of future consolidated operating results. Additionally, the unaudited pro forma financial results do not include any anticipated synergies or other expected benefits from the DisplayLink acquisition.

 

 

 

 

2021 (1)

 

Revenue

 

 

 

$

1,346.9

 

Net income

 

 

 

$

72.1

 

(1) Includes results of Broadcom Wireless Connectivity Business

Pro forma adjustments used to arrive at pro forma net income included adjustments for historical amortization expense, the addition of intangible amortization expense for the value of intangibles under the purchase price allocation, transaction costs and restructuring costs. The total pro forma adjustments for fiscal 2021 was a decrease to net income of $1.1 million.

Broadcom Wireless Connectivity Business

On July 2, 2020, we entered into definitive agreements with Broadcom to acquire certain assets and assume certain liabilities of, and obtain non-exclusive licenses relating to, Broadcom’s existing Wi-Fi, Bluetooth and GPS/GNSS products and business in the IoT market, or Broadcom Business Acquisition, for an aggregate consideration of $250 million in cash which closed on July 23, 2020, or the Broadcom Business Acquisition Closing Date. We also entered into certain transition

F-21


SYNAPTICS INCORPORATED AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

agreements with Broadcom for a period of three years. We acquired these assets and assumed certain liabilities from Broadcom in order to obtain wireless connectivity technology which will enhance our current IoT business.

The acquisition has been accounted for using the purchase method of accounting in accordance with the business acquisition guidance. Under the purchase accounting method, the total estimated purchase consideration of the acquisition was allocated to the tangible and identifiable intangible assets acquired and liabilities assumed based on their relative fair values. The excess of the purchase consideration over the net tangible and identifiable intangible assets acquired and liabilities has been recorded as goodwill. Our estimate of the fair values of the acquired intangible assets at the Broadcom Business Acquisition Closing Date was based on established and accepted valuation techniques performed with the assistance of our third-party valuation specialists.

The following table summarizes the adjusted purchase price paid for the Broadcom Business Acquisition (in millions):

Cash

 

$

250.1

 

Adjustments to consideration transferred, net

 

 

1.5

 

Roadmap products - estimated cost of development

 

 

(25.0

)

 

 

$

226.6

 

 

 

 

 

We entered into a derivative and roadmap product agreement and an asset purchase agreement with Broadcom. The derivative and roadmap product agreement includes the purchase of derivative and roadmap product development services to be performed by Broadcom. We estimated the value of the development services to be approximately $25.0 million, and accounted for it separate from the business combination. At June 25, 2022 and June 26, 2021, the net book value of the development services is $5.8 million and $15.8 million, respectively. The estimated value of the development services is amortizing over the period of time estimated to complete the development or approximately thirty months. The amortization of the estimated cost of development is included in research and development in our consolidated statements of operations. In addition, under the terms of the asset purchase agreement we provided replacement equity compensation awards to the transferred employees and Broadcom agreed to make cash payments to transferred employees as incentive to accept employment offers from our company. We determined $3.5 million of value related to these arrangements should be included as consideration transferred, which was partially offset by $2.0 million of cash payments to transferred employees as a reduction of consideration transferred.

The following table summarizes the amounts recorded for the estimated fair values of the assets acquired and liabilities assumed as of the Broadcom Business Acquisition Closing Date (in millions):

Property and equipment

 

$

1.0

 

Acquired intangible assets

 

 

123.0

 

Total identifiable assets acquired

 

 

124.0

 

Liabilities assumed

 

 

(0.2

)

Goodwill

 

 

102.8

 

Net assets acquired

 

$

226.6

 

 

 

 

 

We estimated the fair value of the identified intangible assets using a discounted cash flow model for each of the underlying identified intangible assets. These fair value measurements were based on significant inputs not observable in the market and thus represent a Level 3 measurement. Key assumptions include the level and timing of expected future cash flows, conditions and demands specific to each intangible asset over its remaining useful life, and discount rates we believe to be consistent with the inherent risks associated with each type of asset, which is 2.2% for order backlog and 13.0% for the rest of the intangible assets. The fair value of these intangible assets is primarily affected by the projected revenue, gross margins, operating expenses, the technology migration curve, customer ramp up period and the anticipated timing of the projected income associated with each intangible asset coupled with the discount rates used to derive their estimated present values. We believe the level and timing of expected future cash flows appropriately reflects market participant assumptions.

The following table summarizes the estimate of the intangible assets as of the Broadcom Business Acquisition Closing Date (in millions):

F-22


SYNAPTICS INCORPORATED AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

 

 

Estimated Weighted Average Useful Lives in Years

 

 

Estimated Fair
Value

 

 

 

 

 

 

 

 

Developed technology

 

 

6.0

 

 

$

93.0

 

Customer contracts and related relationships

 

 

6.0

 

 

 

18.0

 

Order backlog

 

 

0.5

 

 

 

12.0

 

Estimated fair value of acquired intangibles

 

 

 

 

$

123.0

 

 

 

 

 

 

 

 

The value of goodwill reflects the anticipated synergies of the combined operations and workforce of the transferred Broadcom Business assets as of the Broadcom Business Acquisition Closing Date. All of the goodwill is expected to be deductible for income tax purposes.

Prior to the Broadcom Business Acquisition, we did not have an existing relationship or transactions with Broadcom.

The consolidated financial statements sinceinclude approximately $228.8 million and $100.4 million of revenue during fiscal 2022 and 2021, respectively. It is impracticable to determine the Closing Date.effect on net income attributable to the Broadcom Business Acquisition as we had integrated a substantial portion of the Broadcom Business Acquisition into our ongoing operations at the close.

Divestiture

In December 2020, we completed the sale of limited audio technology intangible assets, received a fully-paid up perpetual license back from the buyer and, as an element of the transaction licensed other audio technology intangible assets to the buyer under a fully-paid up perpetual license arrangement. Under the asset purchase agreement and the intellectual property license agreement, we received $35.0 million in cash. The gain on the sale of the audio technology assets was $34.2 million.

In April 2020, we completed the sale of the assets of our LCD Touch Controller and Display Driver Integration product line, or TDDI, for LCD mobile displays. We retained our automotive TDDI product line and our discrete touch and discrete display driver product lines supporting LCD and OLED for the mobile market. The assets sold under the asset purchase agreement had a carrying value of approximately $33.6 million as of the closing date of the transaction for cash consideration of $138.7 million. The gain on sale of the assets was $105.1 million.

5. Cash, Cash Equivalents and Short-Term Investments

6.

Acquired Intangibles

The following table summarizes our cash, cash equivalents and short-term investments by category at June 25, 2022 (in millions):

 

 

Amortized Cost

 

 

Gross unrealized gain (loss)

 

 

Fair Value

 

Cash

 

$

811.9

 

 

$

0

 

 

$

811.9

 

Cash equivalents:

 

 

 

 

 

 

 

 

 

Money market funds

 

 

12.1

 

 

 

0

 

 

 

12.1

 

Total cash and cash equivalents

 

$

824.0

 

 

$

0

 

 

$

824.0

 

Short-term investments:

 

 

 

 

 

 

 

 

 

Certificates of deposit

 

$

2.4

 

 

$

0

 

 

$

2.4

 

Corporate debt securities

 

 

43.7

 

 

 

(1.9

)

 

 

41.8

 

Municipal bonds

 

 

7.9

 

 

 

(0.1

)

 

 

7.8

 

Total short-term investments

 

$

54.0

 

 

$

(2.0

)

 

$

52.0

 

We did not hold any short-term investments at the end of fiscal 2021. We use the specific-identification method to determine any realized gains or losses from the sale of our short-term investments classified as available-for-sale. During fiscal 2022, we did not realize significant gains or losses on a gross level from the sale of our short-term investments classified as available-for-sale.

The following table classifies our short-term investments by contractual maturities (in millions):

F-23


SYNAPTICS INCORPORATED AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

 

 

 

 

 

 

Amortized Cost

 

Due within 1 year

 

 

 

 

 

$

20.4

 

Due between 1 year to 5 years

 

 

 

 

 

 

31.6

 

 

 

 

 

 

 

$

52.0

 

All available-for-sale securities have been classified as current, based on management's intent and ability to use the funds in current operations.

6. Fair Value Measurements

We determine fair value based on the fair value hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value assumes that the transaction to sell the asset or transfer the liability occurs in the principal or most advantageous market for the asset or liability and establishes that the fair value of an asset or liability shall be determined based on the assumptions that market participants would use in pricing the asset or liability. The classification of a financial asset or liability within the hierarchy is based upon the lowest level input that is significant to the fair value measurement. The fair value hierarchy prioritizes the inputs into three levels that may be used to measure fair value:

Level 1 – Valuation is based upon unadjusted quoted prices for identical assets or liabilities in active markets.
Level 2 – Valuation is based upon quoted prices for similar assets and liabilities in active markets, or other inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instruments.
Level 3 – Valuation is based upon other unobservable inputs that are significant to the fair value measurements.

The fair value of our Level 1 financial instruments are traded in active markets and are based on quoted market prices for identical instruments. The fair value of our Level 2 fixed income securities is obtained from an independent pricing service, which may use quoted market prices for identical or comparable instruments or model driven valuations using observable market data or inputs corroborated by observable market data. Our marketable securities are held by custodians who obtain investment prices from a third-party pricing provider that incorporates standard inputs in various asset price models.

At June 25, 2022, financial assets measured at fair value on a recurring basis are summarized below (in millions):

 

 

Level 1

 

 

Level 2

 

 

Level 3

 

 

Total

 

Assets:

 

 

 

 

 

 

 

 

 

 

 

 

Cash equivalents:

 

 

 

 

 

 

 

 

 

 

 

 

Money market funds

 

$

12.1

 

 

$

0

 

 

$

0

 

 

$

12.1

 

Short-term investments:

 

 

 

 

 

 

 

 

 

 

 

 

Certificates of deposit

 

 

0

 

 

 

2.4

 

 

 

0

 

 

 

2.4

 

Corporate debt securities

 

 

0

 

 

 

41.8

 

 

 

0

 

 

 

41.8

 

Municipal bonds

 

 

0

 

 

 

7.8

 

 

 

0

 

 

 

7.8

 

 

 

$

12.1

 

 

$

52.0

 

 

$

0

 

 

$

64.1

 

The above table excludes $811.9 million of cash held in our bank accounts. There were 0 transfers in or out of our Level 1, 2 or 3 assets during fiscal 2022 or 2021.

We did not hold any financial assets measured at fair value during fiscal 2021.

Financial Instruments Not Recorded at Fair Value on a Recurring Basis

We report our financial instruments at fair value with the exception of the Senior Debt and Term Loan (“Note 8. Debt”). The estimated fair value of the notes was determined based on the trading price of the notes as of the last day of trading for the period. We consider the fair value of the notes to be a Level 2 measurement as they are not actively traded in markets.

The carrying amounts and estimated fair values of the Senior Notes and Term Debt are as follows for the periods presented (in millions):

F-24


SYNAPTICS INCORPORATED AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

 

 

June 25, 2022

 

 

June 26, 2021

 

 

 

Carrying Amount

 

 

Estimated Fair Value

 

 

Carrying Amount

 

 

Estimated Fair Value

 

Senior Notes due 2029

 

$

395.0

 

 

$

326.9

 

 

$

400.0

 

 

$

401.5

 

Term Loan due 2028

 

 

586.7

 

 

$

575.0

 

 

 

0

 

 

 

0

 

Convertible notes due 2022

 

 

0

 

 

 

0

 

 

$

505.6

 

 

$

1,013.3

 

 

 

$

981.7

 

 

$

901.9

 

 

$

905.6

 

 

$

1,414.8

 

7. Goodwill and Acquired Intangible Assets

The following table presents our goodwill balance as of June 25, 2022 and June 26, 2021 (in millions):

 

 

2022

 

 

2021

 

Beginning balance

 

$

570.0

 

 

$

360.8

 

Acquisition activity

 

 

236.6

 

 

 

209.2

 

Ending balance

 

$

806.6

 

 

$

570.0

 

The following table summarizes the life, the gross carrying value of our acquired intangible assets, and the related accumulated amortization as of the end of fiscal 20172022 and 20162021 (in millions):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted Average

 

 

 

 

 

 

 

 

 

 

 

Life in Years

 

 

2017

 

 

2016

 

Display driver  technology

 

 

5.3

 

 

$

164.0

 

 

$

164.0

 

Fingerprint authentication technology

 

 

4.3

 

 

 

63.5

 

 

 

75.6

 

Customer relationships

 

 

2.8

 

 

 

48.4

 

 

 

48.4

 

Licensed technology and other

 

 

5.0

 

 

 

1.3

 

 

 

1.3

 

Patents

 

 

7.7

 

 

 

4.8

 

 

 

4.8

 

Supplier arrangement

 

 

 

 

 

 

-

 

 

 

22.0

 

Acquired intangibles, gross

 

 

4.3

 

 

 

282.0

 

 

 

316.1

 

Accumulated amortization

 

 

 

 

 

 

(181.0

)

 

 

(155.8

)

Acquired intangibles, net

 

 

 

 

 

$

101.0

 

 

$

160.3

 

 

 

 

 

 

2022

 

 

2021

 

 

 

Weighted
Average
Life in
Years

 

 

Gross
Carrying
Value

 

Accumulated
Amortization

 

Net Carrying
Value

 

 

Gross
Carrying
Value

 

Accumulated
Amortization

 

Net Carrying
Value

 

Audio and video technology

 

 

5.6

 

 

$

232.1

 

$

(109.3

)

$

122.8

 

 

$

138.6

 

$

(97.6

)

$

41.0

 

Customer relationships

 

 

4.1

 

 

 

170.5

 

 

(99.7

)

 

70.8

 

 

 

125.5

 

 

(63.8

)

 

61.7

 

Wireless connectivity technology

 

 

5.7

 

 

 

128.0

 

 

(33.8

)

 

94.2

 

 

 

93.0

 

 

(14.2

)

 

78.8

 

Video interface technology

 

 

3.0

 

 

 

82.0

 

 

(52.4

)

 

29.6

 

 

 

82.0

 

 

(25.1

)

 

56.9

 

Display driver technology

 

 

7.0

 

 

 

20.4

 

 

(20.4

)

 

 

 

 

20.4

 

 

(17.5

)

 

2.9

 

Backlog

 

Not applicable

 

 

 

 

 

 

 

 

 

 

12.0

 

 

(12.0

)

 

 

Licensed technology and other

 

 

4.5

 

 

 

9.9

 

 

(7.5

)

 

2.4

 

 

 

13.0

 

 

(8.1

)

 

4.9

 

Patents

 

 

8.0

 

 

 

4.4

 

 

(3.7

)

 

0.7

 

 

 

4.4

 

 

(3.2

)

 

1.2

 

Tradename

 

 

4.4

 

 

 

5.8

 

 

(3.3

)

 

2.5

 

 

 

4.8

 

 

(1.7

)

 

3.1

 

In process research and development

 

Not applicable

 

 

 

67.0

 

 

0

 

 

67.0

 

 

 

51.0

 

 

 

 

51.0

 

Acquired intangibles, gross

 

 

5.0

 

 

$

720.1

 

$

(330.1

)

$

390.0

 

 

$

544.7

 

$

(243.2

)

$

301.5

 

InDuring fiscal 2017, there was $12.12022, we retired fully amortized intangible assets of $21.5 million of Fingerprintaudio and video developed technology, $12.0 million in backlog and $3.1 million in licensed technology and other. During fiscal 2021, we retired fully amortized intangible assets of $143.6 million of display driver developed technology and $22.0$28.3 million Supplier arrangement retired which were fully depreciated.of customer relationships.

F-16


Amortization expense is calculated using the straight-line method over the estimated useful lives of the acquired intangibles. The total amortization expense for the acquired intangible assets was $59.3$123.5 million in fiscal 2017 and $73.02022, $110.1 million in fiscal 2016.2021, and $51.4 million in fiscal 2020. This amortization expense was included in our consolidated statements of incomeoperations as acquired intangibles amortization and cost of revenue.

The following table presents expected annual aggregate amortization expense in future fiscal years (in millions):

 

2018

 

$

48.6

 

2019

 

 

34.2

 

2020

 

 

10.6

 

2021

 

 

3.5

 

2022

 

 

3.5

 

Thereafter

 

 

0.6

 

Future amortization

 

$

101.0

 

2023

 

$

127.5

 

2024

 

 

66.9

 

2025

 

 

60.0

 

2026

 

 

47.0

 

2027

 

 

16.6

 

Thereafter

 

 

5.0

 

To be determined

 

 

67.0

 

Future amortization

 

$

390.0

 

 

 

F-25


SYNAPTICS INCORPORATED AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

7.

Debt

8. Debt

Senior Debt

On September 30, 2014,March 11, 2021, we entered into the Credit Agreement, with the lenders that are party thereto,completed an offering of $400.0 million aggregate principal amount of 4.0% senior notes due 2029, or the Lenders,Senior Notes, in a private offering. The Senior Notes were issued pursuant to an Indenture, dated as of March 11, 2021, or the Senior Notes Indenture, by and among our company, the guarantors named therein and Wells Fargo Bank, National Association, as Administrative Agent fortrustee.

The Senior Notes Indenture provides that the Lenders.  On October 20, 2015, we entered intoSenior Notes will bear interest at a Commitment Increase Agreementrate of 4.0% per annum, payable in cash semi-annually in arrears on December 15 and First Amendment to Credit Agreement, or the First Amendment, with the Administrative AgentJune 15 of each year, commencing on June 15, 2021. The Senior Notes will mature on June 15, 2029 and are fully and unconditionally guaranteed, jointly and severally, on a senior unsecured basis by each of our current and future domestic restricted subsidiaries that guarantee our obligations under our senior secured credit facilities.

Prior to June 15, 2024, we may redeem the lenders party thereto, which amends the Credit Agreement, among us, the Lenders and the Administrative Agent.  On April 6, 2017, we entered intoSenior Notes, in whole or in part, at a Commitment Increase Agreement and Second Amendment, or the Incremental Amendment, to our existing Credit Agreement.

Pursuant to the First Amendment, we exercised our right under the Credit Agreement to request a $100 million increase to the aggregate revolving credit commitment thereunder, for total aggregate revolving credit commitmentsredemption price of $250 million, and the Lenders under the Credit Agreement agreed to provide such increased revolving credit commitments pursuant to the terms100% of the First Amendment.  Pursuant to the Incremental Amendment, we increased the maximum permitted principal amount of incremental loan commitmentsthereof, plus a make-whole premium set forth in the Senior Notes Indenture, plus accrued and unpaid interest, if any, up to, $200 million, and utilized such increased amount to obtain additional revolving commitments underbut excluding, the Credit Agreement from eachredemption date.

We may redeem some or all of the existing lenders inSenior Notes on or after June 15, 2024 at the redemption prices specified below, plus accrued and unpaid interest, if any, up to, but excluding, the redemption date:

Year

 

Price

 

2024

 

 

102

%

2025

 

 

101

%

2026 and thereafter

 

 

100

%

In addition, at any time prior to June 15, 2024, we may redeem up to 40% of the aggregate principal amount of $200 million, suchthe Senior Notes at a redemption price equal to 104% of the principal amount thereof, plus accrued and unpaid interest, if any, up to, but excluding, the applicable redemption date with the net cash proceeds from one or more equity offerings by us.

The Senior Notes are the general unsecured obligations of our company. The Senior Note guarantees are the senior unsecured obligations of each guarantor. Under certain circumstances, the guarantors may be released from their Senior Note guarantees without consent of the holders of Senior Notes. Under the terms of the Senior Notes Indenture, the Senior Notes rank equally in right of payment with all of our and the guarantors’ existing and future senior indebtedness, and rank contractually senior in right of payment to our and the guarantors’ future indebtedness and other obligations that after giving effectare, by their terms, expressly subordinated in right of payment to the Incremental Amendment,Senior Notes. The Senior Notes are effectively subordinated to our and the guarantors’ existing and future secured indebtedness, including secured indebtedness under our senior secured credit facilities, to the extent of the value of the assets securing such indebtedness. The Senior Notes and guarantees are structurally subordinated to all existing and future indebtedness and liabilities (including trade payables) of our subsidiaries that do not guarantee the Senior Notes.

The Senior Notes Indenture contains covenants that, subject to exceptions and qualifications, among other things, limit our ability and the ability of our Restricted Subsidiaries (as defined in the Senior Notes Indenture) to (i) incur additional indebtedness and guarantee indebtedness; (ii) pay dividends or make other distributions or repurchase or redeem our company’s or any parent’s capital stock; (iii) prepay, redeem or repurchase certain indebtedness; (iv) issue certain preferred stock or similar equity securities; (v) make loans and investments; (vi) dispose of assets; (vii) incur liens; (viii) enter into transactions with affiliates; (ix) enter into agreements restricting its subsidiaries’ ability to pay dividends; and (x) consolidate, merge or sell all or substantially all of its assets.

The Senior Notes Indenture contains customary events of default including, without limitation, failure to make required payments, failure to comply with certain agreements or covenants, cross-acceleration to certain other indebtedness in excess of specified amounts, certain events of bankruptcy and insolvency, and failure to pay certain judgments. An event of default under the Senior Notes Indenture will allow either the trustee or the holders of at least 25% in aggregate principal amount of the revolving commitments underthen outstanding Senior Notes to accelerate, or in certain cases, will automatically cause the acceleration of, the maturity of the principal, and accrued and unpaid interest, if any, on all outstanding Notes.

Debt issuance costs relating to the Senior Notes of $5.7 million, netted against the debt amount on the consolidated balance sheet, are amortized as interest expense using the effective interest method over 99 months. The total interest expense recorded on the Senior Notes during the fiscal year ended June 25, 2022 was $16.6 million.

F-26


SYNAPTICS INCORPORATED AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

Revolving Credit Facility

On March 11, 2021, we amended and restated our Amended and Restated Credit Agreement, with the lenders and Wells Fargo Bank, National Association, as administrative agent, or the Credit Agreement, became $450 million.  to, among other changes, extend the maturity date of our senior secured revolving credit facility, to five years from the closing date of the amendment, increase the facility size from $200.0 million to $250.0 million, and replace the requirement to maintain a total debt to Consolidated EBITDA (as defined in the Credit Agreement) ratio of not more than 4.75 to 1.00 with a requirement to maintain a net total debt to Consolidated EBITDA ratio of not more than 3.75 to 1.00 provided that for the four fiscal quarters ending after the date of a material acquisition, such maximum leverage ratio shall be adjusted to 4.25 to 1.00, and thereafter 3.75 to 1.00, provided further, that such deemed increase pursuant to the foregoing shall not apply to more than two material acquisitions consummated during the term of the Credit Agreement.

The Credit Agreement provides for among other things, (i) a revolving credit facility in a principal amount of up to $150 million, subsequently amended and increased to $450$250 million, which includes a $20$20 million sublimit for letters of credit and a $20$25 million sublimit for swingline loans, and (ii) a term loan facility in an amount of $150 million.loans. Under the terms of the Credit Agreement, we may, subject to the satisfaction of certain conditions, request increases in the revolving credit facility commitments and additional term loan commitments in an aggregate principal amount of up to $200$150 million to the extent existing or new lenders agree to provide such increased or additional commitments, as applicable. We borrowed $150 million under the term loan facility and $100 millionFuture proceeds under the revolving credit facility to financeare available for working capital and general corporate purposes. In March 2021, we used a portion of the RSP Acquisition purchase price.proceeds from the Senior Notes described above to repay the $100.0 million outstanding borrowings on this revolving credit facility. As of June 25, 2022, there was 0 balance outstanding under the revolving credit facility.

Borrowings under the revolving credit facility are required to be repaid in full by March 11, 2026. Debt issuance costs were approximately $5.0relating to the revolving credit facility of $1.6 million, whichincluded in non-current other assets on our consolidated balance sheet, are being amortized over 60 months.

Our obligations under the Credit Agreement are guaranteed by the material domestic subsidiaries of our company, subject to certain exceptions (such material subsidiaries, together with our company, collectively, the Credit Parties). The obligations of the Credit Parties under the Credit Agreement and the other loan documents delivered in connection therewith are secured by a first priority security interest in substantially all of the existing and future personal property of the Credit Parties, including, without limitation, 65%65% of the voting capital stock and 100% of the non-voting capital stock of certain of the Credit Parties’ direct foreign subsidiaries, subject to certain exceptions.

The revolving credit facility and term loans bearbears interest at our election of a Base Rate plus an Applicable Margin or LIBOR plus an Applicable Margin. Swingline loans bear interest at a Base Rate plus an Applicable Margin. The Base Rate is a floating rate that is the greater of the Prime Rate, the Federal Funds Rate plus 50 basis points, or LIBOR plus 100 basis points. The Applicable Margin is based on a sliding scale which ranges from zero0.25 to 100 basis points for Base Rate loans and 100 basis points to 200175 basis points for LIBOR loans.  During fiscal 2017, the interest rates on our borrowings ranged from approximately 1.85% to 2.86%.

F-17


The term loan facility requires repayment over five years with nineteen quarterly principal payments which began in the three months ended March 31, 2015.  Each of the first four quarterly principal payments were $1.9 million, each of the following quarterly principal payments are $3.8 million, and the final principal payment of $90.0 million is due on September 30, 2019. The revolving credit facility requires payment in full on September 30, 2019. We are also required to pay a commitment fee foron any unused portion of the revolving credit facility, which ranges from 0.25% to 0.45% per annum. Interest on the term loan facility and revolving credit facility is payable quarterly.  As of June 30, 2017, the outstanding balance of the debt owedcommitments under the Credit Agreement was $220.0 million.which is determined on a leverage-based sliding scale ranging from 0.175% to 0.25% per annum. Interest and fees are payable on a quarterly basis. The LIBOR index is expected to be discontinued at the end of June 2023. Under our credit facility, when the LIBOR index is discontinued, we will switch to a comparable or successor rate as selected by us and the administrative agent, which may include the Secured Overnight Financing Rate, or SOFR.

Under the Credit Agreement, there are various restrictive covenants, including threetwo financial covenants which limit the consolidated total leverage ratio, or leverage ratio, the consolidated interest coverage ratio, or interest coverage ratio, a restriction which places a limit onthat permits accounts receivable financings provided that the aggregate unpaid amount of permitted accounts receivable financings are no more than the greater of $100 million and 50% of the amount of capital expenditures that may be made in any fiscal year, a restriction that permits up to $50 million per fiscal quarter ofall accounts receivable financings,of our company and sets the Specified Leverage Ratio.specified subsidiaries and other specific items. The leverage ratio is the ratio of debt as of the measurement date to earnings before interest, taxes, depreciation and amortization, orConsolidated EBITDA, for the four consecutive quarters ending with the quarter of measurement. The current leverage ratio shall not exceed 2.503.75 to 1.01.00 provided that for the four fiscal quarters ending after the date of a material acquisition, such maximum leverage ratio shall be adjusted to 3.04.25 to 1.0,1.00, and thereafter shall not be more than 2.753.75 to 1.0. The interest coverage ratio is Consolidated EBITDA to interest expense for the four consecutive quarters ending with the quarter of measurement. The interest coverage ratio must not be less than 3.50 to 1.0 during the term of the agreement.  The Specified Leverage Ratio is the ratio used in determining, among other things, whether we are permitted to make dividends and/or prepay certain indebtedness, at a fixed ratio of 2.25 to 1.0.Credit Agreement. As of the end of fiscal 2017,2022, we wereremain in compliance with the restrictive covenants.

Term Loan Facility

On December 2, 2021, we entered into that certain First Amendment and Lender Joinder Agreement to the Credit Agreement, to, among other things, establish a new $600.0 million incremental term loan facility, or the Term Loan Facility. The Incremental Amendment increasedTerm Loan Facility was advanced by certain existing and new lenders under the maximum permitted leverage ratio duringCredit Agreement to finance the DSPG

F-27


SYNAPTICS INCORPORATED AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

acquisition. The Term Loan Facility matures on December 2, 2028. Principal on the Term Loan Facility is payable in equal quarterly installments on the last three yearsday of each March, June, September and December of each year, beginning December 31, 2021, at a rate of 1.00% per annum.

Borrowings under the Term Loan Facility will accrue interest at the London Interbank Offered Rate, or LIBOR, plus 2.25% or at the base rate plus 1.50%, subject to a 25 basis point step-down based on total gross leverage, and subject to a LIBOR floor of 50 basis points. The base rate is the highest of (i) the Federal Funds Rate plus 0.50%, (ii) the Wells Fargo Bank, National Association prime rate and (iii) the one-month LIBOR plus 1.00%. The Term Loan Facility contains customary representations and warranties, affirmative and negative covenants and events of default, in each case consistent with the Credit Agreement. The Term Loan Facility does not contain any financial covenant.

The Term Loan Facility is subject to a 1.00% prepayment premium in the event all or any portion of the agreement from 2.0:1.0 to 2.50:1.00,Term Loan Facility is prepaid within the first 6 months in connection with a further increaserepricing transaction only. The Term Loan Facility is subject to 3.00:1.00 forcustomary mandatory prepayments, including, commencing June 30, 2023, an excess cash flow sweep, subject to customary step-downs and thresholds.

Debt issuance costs relating to the first fourTerm Loan Facility of $11.2 million, netted against the debt amount on the consolidated balance sheet, are amortized as interest expense over 96 months. The total interest expense recorded on the Term Loan during fiscal quarters ending after any acquisition having an aggregate consideration exceeding $150.02022 was $10.4 million and stepping down to 2.75:1.00 thereafter, and modified the negative covenants to permit up to $50.0 million per fiscal quarter of accounts receivable financings..

Convertible Debt

On June 26, 2017, subsequent1, 2021, pursuant to the end of our fiscal 2017, we issued convertible debt and used $220.0 million of the proceeds to pay off the balance of our term loan and our revolving credit facility debtIndenture, dated as of June 26, 2017 between us and Wells Fargo Bank, National Association, as trustee, or the term loanConvertible Notes Indenture, we provided an irrevocable notice of redemption, for all $525,000,000 aggregate principal amount of our outstanding 0.50% convertible senior notes due in 2022, or the Convertible Notes. The Convertible Notes were redeemable at a cash redemption price of 100.0% of the principal amount, plus accrued and unpaid interest, if any, to, but excluding, the redemption date of August 4, 2021.

Holders of the Convertible Notes had the right to convert the Convertible Notes called for redemption no later than August 3, 2021, or the Conversion Deadline. The conversion rate was closedequal to 13.7267 shares per $1,000 principal amount of the Convertible Notes, which was the initial conversion rate of 13.6947 shares per $1,000 principal amount of the Convertible Notes plus a number of additional shares equal to 0.0320 shares per $1,000 principal amount of the Convertible Notes. We elected to settle any conversions by Combination Settlement (as defined in the Convertible Notes Indenture) with a Specified Dollar Amount (as defined in the Convertible Notes Indenture) per $1,000 principal amount of Convertible Notes equal to $1,000, plus a number of shares of the our common stock, to be determined pursuant to the Convertible Notes Indenture, together with additional cash, if applicable, in lieu of delivering any fractional shares of common stock. As a result of this election, on August 4, 2021, we settled or redeemed the remaining outstanding Convertible Notes for $505.6 million in cash representing the principal amount outstanding and delivered approximately 3.5 million shares in common stock from our treasury stock for additional amounts, resulting in a loss of approximately $8.1 million which is included in Interest and other expense, net on our condensed consolidated statements of income included elsewhere in this report.

9. Leases, Commitments and Contingencies

Leases

In fiscal 2020, we continuedadopted Accounting Standards Codification Topic 842, or ASC 842, Leases, which requires recognition of ROU assets and lease liabilities for most leases on our consolidated balance sheet. We adopted ASC 842 using a modified retrospective transition approach as of the effective date as permitted. As a result, we were not required to haveadjust our comparative period financial information for effects of the revolving credit facility available.  In July 2017, we made an electionstandard or make the new required lease disclosures for the periods before the date of adoption. We elected the package of practical expedients which allows us not to reducereassess (1) whether existing or expired contracts, as of the commitment underadoption date, contain leases, (2) the revolving credit facilitylease classification for existing leases, and (3) whether existing initial direct costs meet the new definition. We also elected the practical expedient to $250.0 million.  See Subsequent Events under Note 15.not separate lease and non-lease components for our leases, and to not recognize ROU assets and liabilities for short-term leases.

8.

Commitments and Contingencies

Leases

We maintain office facilities in various locations underThe most significant impact of the adoption of the standard was the recognition of ROU assets and lease liabilities for operating leases with expirationon our consolidated balance sheet. Adoption of the standard did not have a material impact on our consolidated statements of operations or cash flows.

Our leases primarily include our headquarters office and worldwide office and research and development facilities which are all classified as operating leases. Certain leases include renewal options that are under our discretion. The leases expire at various dates fromthrough fiscal 2018 to fiscal 2022,year 2034, some of which include options to extend the lease for up to seven years. During fiscal

F-28


SYNAPTICS INCORPORATED AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

2022, we recorded approximately $12.7 million of operating leases expense. Our short-term leases are immaterial and we do not have renewal optionsfinance leases.

As of onethe end of fiscal 2022 and 2021, the components of leases are as follows (in millions):

 

 

2022

 

 

2021

 

Operating lease right-of-use assets

 

$

61.2

 

 

$

31.7

 

Operating lease liabilities

 

$

7.6

 

 

$

9.3

 

Operating lease liabilities, long-term

 

 

51.5

 

 

 

24.0

 

Total operating lease liabilities

 

$

59.1

 

 

$

33.3

 

Supplemental cash flow information related to five years.  Our leased office facilitiesleases is as follows (in millions):

 

 

2022

 

 

2021

 

Cash paid for operating leases included in operating
   cash flows

 

$

12.5

 

 

$

10.0

 

Supplemental non-cash information related to lease
   liabilities arising from obtaining right-of-use assets

 

 

42.5

 

 

 

21.8

 

As of the end of fiscal 2022, the weighted average remaining lease term was 8.02 years, and the weighted average discount rate was 4.14%.

Future minimum lease payments for the operating lease liabilities are located in Armenia, China, Denmark, Hong Kong, India, Japan, Korea, Switzerland, Taiwan, the United States, and Vietnam.  as follows (in millions):

 

 

Operating

 

 

 

Lease

 

Fiscal Year

 

Payments

 

2023

 

$

6.3

 

2024

 

 

10.3

 

2025

 

 

9.2

 

2026

 

 

9.0

 

2027

 

 

8.3

 

Thereafter

 

 

28.5

 

Total future minimum operating lease payments

 

 

71.6

 

Less: interest

 

 

(12.5

)

Total lease liabilities

 

$

59.1

 

We recognized rent expense on a straight-line basis of $10.6 million, $9.2$12.7 million, and $7.9$10.1 million for fiscal 2017, 2016,2022 and 2015,2021, respectively.

Sale and Leaseback Transaction

On February 8, 2022, we executed a sale and leaseback transaction of our properties located at 1109-1251 McKay Drive and 1140-1150 Ringwood Court, San Jose, California, for a purchase price, net of closing and other expenses payable by us, of $55.9 million. Concurrent with the sale, we entered into a lease agreement with the buyer to lease back the land and properties located at 1109 and 1151 McKay Drive, San Jose, California, for an initial term of 12 years and a renewal option for an additional seven years. The aggregate minimum rental commitmentstransaction qualified for sale and leaseback and operating lease accounting classification, and we recorded a gain of $5.4 million which is recorded in future fiscal years for non-cancelable operating leases with initial or remaining termsthe gain on sale and leaseback transaction line in excessthe consolidated statements of one year were as follows (in millions):operations.

 

 

 

Operating

 

 

 

Lease

 

Fiscal Year

 

Payments

 

2018

 

$

7.9

 

2019

 

 

2.9

 

2020

 

 

0.8

 

2021

 

 

0.4

 

2022

 

 

0.1

 

Thereafter

 

 

-

 

Total minimum operating lease payments

 

$

12.1

 

F-18F-29


SYNAPTICS INCORPORATED AND SUBSIDIARIES

ContingenciesNOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

Legal proceedings

We are subject to a variety of claims and suits that arise from time to time in the ordinary course of our business. While management currently believes that resolving claims against us, individually or in the aggregate, will not have a material adverse impact on our financial position, results of operations or statements of cash flows, these matters are subject to inherent uncertainties and management’s view of these matters may change in the future. We accrue for loss contingencies when it is both probable that we will incur the loss and when we can reasonably estimate the amount of the loss or range of loss.

Contingencies

We have in the past and may in the future receive notices from third parties that claim our products infringe their intellectual property rights. We cannot be certain that our technologies and products do not and will not infringe issued patents or other proprietary rights of third parties.

Any infringement claims, with or without merit, could result in significant litigation costs and diversion of management and financial resources, including the payment of damages, which could have a material adverse effect on our business, financial condition, and results of operations.

Indemnifications

In connection with certain agreements, we are obligated to indemnify the counterparty against third partythird-party claims alleging infringement of certain intellectual property rights by us. We have also entered into indemnification agreements with our officers and directors. Maximum potential future payments under these agreements cannot be estimated because these agreements do not have a maximum stated liability. However, historical costs related to these indemnification provisions have not been significant. We have not recorded any liability in our consolidated financial statements for such indemnification obligations.

10. Stockholders’ Equity

Legal Proceedings

In October 2015, Amkor Technology, or Amkor, filed a complaint against us alleging infringement of intellectual property rights and various other claims. In November 2015, we filed an indemnification claim against the former stockholders and option holders of Validity to secure our rights under the Agreement and Plan of Reorganization between us and Validity (the “Validity Agreement”). Pursuant to the Validity Agreement, we believe we can offset costs, damages and settlements incurred in connection with our defense and resolution of the complaint with Amkor against the contingent consideration earnout balance of $8.7 million and have classified the reserve balance as a current acquisition-related liability in our consolidated balance sheet.  In April 2017, we agreed to settle this case with Amkor on undisclosed terms that include each party licensing and assigning certain intellectual property rights, and cash payments.  Settlement costs incurred in connection with this litigation have been recorded in our consolidated financial statements and all but an immaterial amount was paid during fiscal 2017.  The indemnification claim against the former stockholders and option holders of Validity remains outstanding. 

In September 2015, IIX Inc., or IIX, filed a complaint against us demanding payment of certain fees and costs plus interest allegedly due to IIX under a memorandum of understanding, or MOU, entered into between IIX and RSP, as well as litigation costs. In September 2015, we tendered a claim for indemnification from Renesas Electronics Corporation, or Renesas, on the basis that the IIX claim arises from a breach of Renesas’ obligations under the Stock Purchase Agreement that we executed with Renesas, among others, in June 2014.  Accordingly, we previously retained ¥648 million of the indemnification holdback liability.  In May 2017, we entered into settlement agreements with IIX and Renesas.  In June 2017, we made a payment to IIX as part of the settlement and recovered a portion of the settlement and legal costs from the indemnification holdback liability.  The balance of approximately $5.4 million indemnification holdback liability was remitted to Renesas in June 2017.

9.

Stockholders’ Equity

Preferred Stock

We are authorized, subject to limitations imposed by Delaware law, to issue up to a total of 10,000,000 shares of preferred stock in one or more series without stockholder approval. Our Board of Directors has the power to establish, from time to time, the number of shares to be included in each series and to fix the rights, preferences, and privileges of the shares of each wholly unissued series and any of its qualifications, limitations, or restrictions. Our Board of Directors can also increase or decrease the number of shares of a series, but not below the number of shares of that series then outstanding, without any further vote or action by the stockholders.

Our Board of Directors may authorize the issuance of preferred stock with voting or conversion rights that could harm the voting power or other rights of the holders of our common stock. The issuance of preferred stock, while providing flexibility in connection with possible acquisitions and other corporate purposes, could, among other things, have the effect of delaying, deferring, or preventing a change in control of our company and might harm the market price of our common stock and the voting power and other rights of the holders of our common stock. As of the end of fiscal 2017,2022, there were no0 shares of preferred stock outstanding.

F-19


Shares Reserved for Future Issuance

Shares of common stock reserved for future issuance as of the end of fiscal 20172022 were as follows:

 

Stock options outstanding

 

 

2,490,16831,185

 

DeferredRestricted stock units outstanding

 

 

1,320,7981,220,573

 

Market stock units outstanding

 

 

158,596251,974

 

Performance stock units outstanding

441,375

Awards available for grant under all share-based


   compensation plans

 

 

2,947,0694,449,604

 

Reserved for future issuance

 

 

6,916,6316,394,711

 

F-30


SYNAPTICS INCORPORATED AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

 

Treasury Stock

Our cumulative authorization forof repurchases under our common stock repurchase program is $1.15 billion, as of the end of fiscal 2017,2022 was $1.8 billion expiring in July 2018.2025. The program authorizes us to repurchase our common stock in the open market or in privately negotiated transactions depending upon market conditions and other factors. The number of shares repurchased and the timing of repurchases is based on the level of our cash balances, general business and market conditions, and other factors, including alternative investment opportunities. Common stock repurchased under this program is held as treasury stock. As of the end of fiscal 2017,2022, we had $169.7$577.4 million of common stock remaining to be repurchased under our common stock repurchase program. During fiscal 2022 and 2021, we issued 3.5 million and 0.1 million shares, respectively, from treasury stock for settlement of redemptions of our convertible notes.

11. Share-Based Compensation

10.

Share-Based Compensation

The purpose of our various share-based compensation plans is to attract, motivate, retain, and reward high-quality employees, directors, and consultants by enabling such persons to acquire or increase their proprietary interest in our common stock in order to strengthen the mutuality of interests between such persons and our stockholders and to provide such persons with annual and long-term performance incentives to focus their best efforts on the creation of stockholder value. Consequently, we determine whether to grant share-based compensatory awards subsequent to the initial award for our employees and consultants primarily on individual performance.

Share-Based Compensation Plans

On October 29, 2019, our stockholders approved: (i)our 2019 Equity and Incentive Compensation Plan, or the 2019 Incentive Plan, to replace our Amended and Restated 2010 Incentive Compensation Plan, or the 2010 Incentive Plan, and (ii)our 2019 Employee Stock Purchase Plan, or the 2019 ESPP, to replace our Amended and Restated 2010 Employee Stock Purchase Plan, or our 2010 ESPP. Upon approval of the 2019 Incentive Plan, new awards are no longer issued under the 2010 Incentive Plan. Awards outstanding at October 29, 2019 under our prior share-based compensation plans were not impacted by the approval of the 2019 Incentive Plan and continue to remain outstanding and vest by their terms under the applicable share-based compensation plan. Shares underlying certain share-based awards forfeited under the 2010 Incentive Plan subsequent to the approval of the 2019 Incentive Plan automatically transfer to and become available for award issuance from the 2019 Incentive Plan.

F-31


SYNAPTICS INCORPORATED AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

The 2019 Incentive Plan authorizes our Board of Directors to provide equity-based compensation in the form of stock options, stock appreciation rights, restricted stock units, cash incentive awards, performance shares, performance stock units, and other stock-based awards. The cumulative number of shares approved under the 2019 Incentive Plan was 4,590,000. The 2019 ESPP authorizes us to provide eligible employees with an opportunity to acquire an equity interest in our company through the purchase of stock at a discount, with an initial authorization of 1,500,000 shares.

Effective August 19, 2019, we adopted the 2019 Inducement Equity Plan. 650,000 shares of our common stock have been reserved for issuance under the 2019 Inducement Equity Plan, subject to adjustment for stock dividends, stock splits, or other changes in our common stock or capital structure. The 2019 Inducement Equity Plan is intended to comply with Rule 5635(c)(4) of the Nasdaq Stock Market Listing Rules, which provide an exception to the Nasdaq Stock Market Listing Rules’ on the shareholder approval requirement for the issuance of securities with regards to grants to employees of the company or its subsidiaries as an inducement material to such individuals entering into employment with the company or its subsidiaries. An individual was eligible to receive an award under the 2019 Inducement Equity Plan only if he or she was not previously an employee or director of our company (or is returning to work after a bona-fide period of non-employment), and an award under the 2019 Inducement Equity Plan is a material inducement for him or her to accept employment with our company. As a result of approval by our stockholders of our amended and restated 2019 Incentive Plan on October 27, 2020, 0 new awards will be granted under the 2019 Inducement Equity Plan.

Our share-based compensation plans with outstanding awards consist of our Amended and Restated 2001 Incentive Compensation Plan, or our 2001 Plan; our Amended and Restated 2010 Incentive Compensation Plan, or our 2010 Plan;2019 Incentive Plan, our 2019 Inducement Equity Plan, and our 2010 Employee Stock Purchase Plan, or our 20102019 ESPP.

Share-based compensation awards available for grant or issuance for each plan as of the beginning of the fiscal year, including changes in the balance of awards available for grant for fiscal 2017,2022, were as follows:

 

 

 

Awards

 

 

 

 

 

 

2010

 

 

 

Available

 

 

2010

 

 

Employee

 

 

 

Under All

 

 

Incentive

 

 

Stock

 

 

 

Share-Based

 

 

Compensation

 

 

Purchase

 

 

 

Award Plans

 

 

Plan

 

 

Plan

 

Balance at June 2016

 

 

1,458,301

 

 

 

1,128,167

 

 

 

330,134

 

Additional shares authorized

 

 

2,952,121

 

 

 

2,600,000

 

 

 

352,121

 

Stock options granted

 

 

(356,107

)

 

 

(356,107

)

 

 

 

Deferred stock units granted

 

 

(922,784

)

 

 

(922,784

)

 

 

 

Market stock units granted

 

 

(105,800

)

 

 

(105,800

)

 

 

 

Market stock units performance adjustment

 

 

55,739

 

 

 

55,739

 

 

 

 

Purchases under employee stock purchase plan

 

 

(302,085

)

 

 

 

 

 

(302,085

)

Forfeited

 

 

355,855

 

 

 

355,855

 

 

 

 

Fungible Shares Ratio Adjustment

 

 

(188,171

)

 

 

(188,171

)

 

 

 

Plan shares expired

 

 

 

 

 

 

 

 

 

Balance at June 2017

 

 

2,947,069

 

 

 

2,566,899

 

 

 

380,170

 

 

 

Awards

 

 

 

 

 

2019

 

 

2019

 

 

 

 

 

 

 

 

 

Available

 

 

2019

 

 

Employee

 

 

Employee

 

 

2010

 

 

 

 

 

 

Under All

 

 

Incentive

 

 

Inducement

 

 

Stock

 

 

Incentive

 

 

DSPG

 

 

 

Share-Based

 

 

Compensation

 

 

Equity

 

 

Purchase

 

 

Compensation

 

 

Replacement Award

 

 

 

Award Plans

 

 

Plan

 

 

Plan

 

 

Plan

 

 

Plan

 

 

Plan

 

Balance at June 2021

 

 

3,381,840

 

 

 

2,114,407

 

 

 

 

 

 

1,208,582

 

 

 

 

 

 

58,851

 

Additional shares authorized

 

 

2,000,000

 

 

 

2,000,000

 

 

 

 

 

 

 

 

 

 

 

 

 

Transferred between plans

 

 

-

 

 

 

14,625

 

 

 

 

 

 

 

 

 

(14,625

)

 

 

 

Restricted stock units granted

 

 

(641,690

)

 

 

(582,839

)

 

 

 

 

 

 

 

 

 

 

 

(58,851

)

Market stock units granted

 

 

(65,000

)

 

 

(65,000

)

 

 

 

 

 

 

 

 

 

 

 

 

Performance stock units granted

 

 

(96,914

)

 

 

(96,914

)

 

 

 

 

 

 

 

 

 

 

 

 

Performance stock units performance adjustment

 

 

(133,627

)

 

 

(133,627

)

 

 

0

 

 

 

 

 

 

0

 

 

 

 

Market stock units performance adjustment

 

 

(69,728

)

 

 

(33,675

)

 

 

 

 

 

 

 

 

(36,053

)

 

 

 

Purchases under employee stock purchase plan

 

 

(138,502

)

 

 

 

 

 

 

 

 

(138,502

)

 

 

 

 

 

 

Forfeited

 

 

337,171

 

 

 

162,547

 

 

 

27,768

 

 

 

 

 

 

146,856

 

 

 

 

Plan shares no longer available for new grants

 

 

(123,946

)

 

 

 

 

 

(27,768

)

 

 

 

 

 

(96,178

)

 

 

 

Balance at June 2022

 

 

4,449,604

 

 

 

3,379,524

 

 

 

0

 

 

 

1,070,080

 

 

 

 

 

 

 

 

Our 2001 Plan, which expired in March 2011, was replaced by our 2010 Plan.  Option awards that are currently outstanding under our 2001 Plan will remain outstanding until exercised, delivered, forfeited, or cancelled under the terms of their respective grant agreements.

F-20


Share-based compensation and the related tax benefit recognized in our consolidated statements of income for fiscal 2017, 2016,2022, 2021, and 20152020 were as follows (in millions):

 

 

2017

 

 

2016

 

 

2015

 

 

2022

 

 

2021

 

 

2020

 

Cost of revenue

 

$

2.2

 

 

$

1.8

 

 

$

1.4

 

 

$

4.0

 

 

$

3.4

 

 

$

2.1

 

Research and development

 

 

33.1

 

 

 

30.6

 

 

 

24.5

 

 

 

42.5

 

 

 

45.4

 

 

 

32.3

 

Selling, general, and administrative

 

 

26.5

 

 

 

24.4

 

 

 

18.2

 

 

 

54.4

 

 

 

44.3

 

 

 

26.0

 

Total

 

$

61.8

 

 

$

56.8

 

 

$

44.1

 

 

$

100.9

 

 

$

93.1

 

 

$

60.4

 

Income tax benefit on share-based compensation

 

$

16.1

 

 

$

14.7

 

 

$

12.5

 

 

$

23.1

 

 

$

15.2

 

 

$

6.3

 

F-32


SYNAPTICS INCORPORATED AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

 

Included in the preceding table is share-based compensation for our cash-settled phantom stock units, which we granted in October 2019 (see Phantom Stock Units below) (in millions):

 

 

2022

 

 

2021

 

 

2020

 

Cost of revenue

 

$

0.2

 

 

$

0.4

 

 

$

0.2

 

Research and development

 

 

27.2

 

 

 

21.9

 

 

 

9.1

 

Selling, general, and administrative

 

 

4.7

 

 

 

4.7

 

 

 

1.8

 

Total

 

$

32.1

 

 

$

27.0

 

 

$

11.1

 

We recognize a tax benefit upon expensing certain share-based awards associated with our share-based compensation plans, including nonqualifiedRSUs, market stock options, DSUs,units, or MSUs, PSUs, and MSUs, but we cannotphantom stock units. We do not recognize a tax benefit concurrent with the recognitionupon expensing all or a portion of share-based compensation expenses associated with incentive stock optionsawards granted to certain executive officers and employee stock purchase plan shares (qualified stock awards).  For qualified stock awards we recognize a tax benefit only in the period when disqualifying dispositions of the underlying stock occur, which historically has been up to several years after vesting and in a period when our stock price substantially increases.certain foreign-based employees.

We determine excess tax benefit using the long-haul method in which we compare the actual tax benefit associated with the tax deduction from share-based award activity to the hypothetical tax benefit based on the grant date fair values of the corresponding share-based awards. Tax benefit associated with excess tax deduction creditable to additional paid-in capitalincome tax provision is not recognized until the deduction reduces taxes payable.when incurred. Tax deficiency associated with a tax shortfall is debited to additional paid-in capitalincome tax provision when incurred.

Historically, we have issued new shares in connection with our share-based compensation plans, however, treasury shares wereare also available for issuance as of the end of fiscal 2017.issuance. Any additional shares repurchased under our common stock repurchase program wouldwill be available for issuance under our share-based compensation plans.

Stock Options

Our share-based compensation plans with outstanding stock option awards include our 2001 Plan and our 2010 Incentive Plan. Under our 2010 Incentive Plan, we maywere able to grant incentive stock options or nonqualified stock options to purchase shares of our common stock at not less than 100%100% of the fair market value, or FMV, on the date of grant. We ceased granting stock options in fiscal 2018.

Options granted under our 2010 Incentive Plan generally vest three to four years from the vesting commencement date and expire seven years after the date of grant if not exercised.

Certain stock option activity for fiscal 20172022 and balances as of the end of fiscal 20172022 were as follows:

 

 

 

Stock

 

 

Weighted

 

 

 

 

 

 

 

Option

 

 

Average

 

 

Intrinsic

 

 

 

Awards

 

 

Exercise

 

 

Value

 

 

 

Outstanding

 

 

Price

 

 

(In millions)

 

Balance at June 2016

 

 

2,711,542

 

 

$

46.69

 

 

 

 

 

Granted

 

 

356,107

 

 

 

53.24

 

 

 

 

 

Exercised

 

 

(404,738

)

 

 

26.48

 

 

 

 

 

Forfeited

 

 

(105,827

)

 

 

70.81

 

 

 

 

 

Expired

 

 

(66,916

)

 

 

72.57

 

 

 

 

 

Balance at June 2017

 

 

2,490,168

 

 

 

49.20

 

 

$

41.1

 

Exercisable at June 2017

 

 

1,911,046

 

 

 

44.28

 

 

$

39.1

 

 

 

Stock

 

 

Weighted

 

 

 

 

 

��

Option

 

 

Average

 

 

Intrinsic

 

 

 

Awards

 

 

Exercise

 

 

Value

 

 

 

Outstanding

 

 

Price

 

 

(In millions)

 

Balance at June 2021

 

 

55,061

 

 

$

66.68

 

 

 

 

Exercised

 

 

(23,876

)

 

 

73.44

 

 

 

 

Balance at June 2022

 

 

31,185

 

 

 

61.50

 

 

$

2.1

 

Exercisable at June 2022

 

 

31,185

 

 

 

61.50

 

 

$

2.1

 

 

The aggregate intrinsic value was determined using the closing price of our common stock on the last trading day of fiscal 2017,2022, or June 23, 2017,24, 2022, of $59.99 and excludes the impact of options that were not in-the-money.  Approximately 51%$128.78. All of the stock option awardsoptions outstanding were vested and in-the-money as of the end of fiscal 2017.2022.

At the end of fiscal 2017, we estimated that we have 2.4 million fully vested options and options expected to vest with an aggregate intrinsic value of $40.9 million, having a weighted average exercise price of $48.89 and a weighted average

F-21


remaining contractual term of 3.44 years.  The weighted average remaining contractual term for the options exercisable is approximately 2.79 years.

Cash received and the aggregate intrinsic value of stock options exercised for fiscal 2017, 2016,2022, 2021, and 20152020 were as follows (in millions):

 

 

2017

 

 

2016

 

 

2015

 

 

2022

 

 

2021

 

 

2020

 

Cash received

 

$

10.7

 

 

$

16.6

 

 

$

36.2

 

 

$

5.3

 

 

$

23.9

 

 

$

23.9

 

Aggregate intrinsic value

 

$

12.3

 

 

$

29.7

 

 

$

69.9

 

 

$

3.6

 

 

$

8.6

 

 

$

10.8

 

 

The fair value of each awardThere have been 0 stock options granted under our share-based compensation plans forsince fiscal 2017, 2016, and 20152018.

There was estimated at the date of grant using the Black-Scholes option pricing model, assuming no expected dividends and the following range of assumptions:

 

 

2017

 

 

2016

 

 

2015

 

Expected volatility

 

45.2% - 48.3%

 

 

40.4% - 44.2%

 

 

38.7% - 44.0%

 

Expected life in years

 

3.8 - 4.6

 

 

3.8 - 4.6

 

 

3.8 - 4.3

 

Risk-free interest rate

 

1.03% - 1.94%

 

 

1.22% - 1.72%

 

 

1.18% - 1.80%

 

Fair value per award

 

$

21.08

 

 

$

28.30

 

 

$

27.19

 

The0 unrecognized share-based compensation costs for stock options granted under our various plans were approximately $14.1 million as of the end of fiscal 2017, to be recognized over a weighted average period of approximately 1.96 years.plans.

Deferred

F-33


SYNAPTICS INCORPORATED AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

Restricted Stock Units

Our 20102019 Incentive Plan provides for the grant of DSU awardsRSUs to our employees, consultants, and directors, and previously our 2019 Inducement Equity Plan and our 2010 Incentive Plan provided for the grant of deferred stock units, or DSUs, to our employees, consultants, and directors. AAn RSU and a DSU isare each a promise to deliver shares of our common stock at a future date in accordance with the terms of the DSU grant agreement.agreement and the words can be used interchangeably. We began granting DSUs in January 2006.2006 and RSUs in 2019. The use of RSUs will cover the meaning of both RSUs and DSUs.

DSUsRSUs granted under our 2010 Plan generally vest ratably over three to four years from the vesting commencement date. Delivery of shares under the plan takesplans take place on the quarterly vesting dates. At the delivery date, we withhold shares to cover applicable statutory minimum tax withholding by deliveringfor grantees subject to withholding and deliver a net quantity of shares.shares to the grantee after such withholding. Until delivery of shares, the grantee has no rights as a stockholder.

An electionstockholder with respect to defer delivery ofany shares underlying the underlying shares for unvested DSUs can be made by the grantee provided the deferral election is made at least one year before vesting and the deferral period is at least five years from the scheduled delivery date.RSU award.

DSURSU activity, including DSUsRSUs granted, delivered, and forfeited in fiscal 2017,2022, and the balance and aggregate intrinsic value of DSUsRSUs as of the end of fiscal 20172022 were as follows:

 

 

 

 

 

 

Aggregate

 

 

Weighted

 

 

 

 

 

 

Intrinsic

 

 

Average

 

 

 

 

Aggregate

 

Weighted

 

 

DSU Awards

 

 

Value

 

 

Grant Date

 

 

 

 

Intrinsic

 

Average

 

 

Outstanding

 

 

(in millions)

 

 

Fair Value

 

 

RSU Awards

 

Value

 

Grant Date

 

Balance at June 30, 2016

 

 

1,005,981

 

 

 

 

 

 

$

77.93

 

 

Outstanding

 

 

(in millions)

 

 

Fair Value

 

Balance at June 2021

 

 

1,323,286

 

 

 

 

$

64.13

 

Granted

 

 

922,784

 

 

 

 

 

 

 

62.62

 

 

 

641,690

 

 

 

 

 

183.97

 

Delivered

 

 

(452,131

)

 

 

 

 

 

 

73.36

 

 

 

(578,400

)

 

 

 

 

 

63.23

 

Forfeited

 

 

(155,836

)

 

 

 

 

 

 

75.14

 

 

 

(166,003

)

 

 

 

 

 

120.72

 

Balance at June 30, 2017

 

 

1,320,798

 

 

$

79.2

 

 

 

69.14

 

Balance at June 2022

 

 

1,220,573

 

 

$

157.2

 

 

 

119.83

 

 

Of the shares delivered, 116,760169,529 shares valued at $6.3$31.4 million were withheld to meet statutory minimum tax withholding requirements. The aggregate intrinsic value was determined using the closing price of our common stock on the last trading day of fiscal 2017,2022, or June 23, 2017,24, 2022, of $59.99.$128.78.

F-22


The unrecognized share-based compensation cost for DSUsRSUs granted under our 2019 Incentive Plan, our 2019 Inducement Equity Plan and our 2010 Incentive Plan was approximately $78.1$107.1 million as of the end of fiscal 2017,2022, which will be recognized over a weighted average period of approximately 2.09 1.9 years. The aggregate market value of DSUsRSUs delivered in fiscal 2017, 2016,2022, 2021, and 20152020 was $24.3$106.4 million, $26.7$48.2 million, and $23.8$36.0 million, respectively.

Market Stock Units

Our 20102019 Incentive Plan, providesand previously our 2019 Inducement Equity Plan, provide for the grant of MSU awards, to our employees, consultants, and directors. An MSU is a promise to deliver shares of our common stock at a future date based on the achievement of market-based performance requirements in accordance with the terms of the MSU grant agreement.

We have granted MSUsMSU awards to our executive officers and other management members under our 2010 Incentive Plan, our 2019 Incentive Plan and our 2019 Inducement Equity Plan, which are designed to vest in three or four tranches with the target quantity for each tranche equal to one-third or one-fourth of the total MSU grant. The first tranche vests based on a one-year performance period; the second tranche vests based on a two-year performance period; and the third tranche vests based on a three-year performance period; and the fourth tranche (in the case of four-year vesting) vests based on a four-year performance period. Performance

For MSU awards granted in fiscal 2022 and 2021, performance is measured based on theour achievement of a specified level of total stockholder return, or TSR, relative to the TSRTSRs of each company in the Philadelphia Semiconductor Index, or SOXRussell 2000 Index. The potential payout ranges from 0%0% to 200%200% of the target grant target quantity and is adjusted on a two-to-one ratio based on our TSR performance relative to the SOXTSRs of each company in the Russell 2000 Index. NaN payout will occur if our TSR performance falls below the 25th percentile of the TSRs of each company in the Russell 2000 Index, usingand a 200% payout will occur if our TSR performance exceeds the following formula:75th percentile of the TSRs of each company in the Russell 2000 Index. Performance payouts between the 25th and 75th percentiles will be determined on a linear basis with performance at the 50th percentile equal to 100% of target.

(100% + ([Synaptics TSR—SOX Index TSR] x 2))

Beginning with theF-34


SYNAPTICS INCORPORATED AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

For MSU grantsawards granted in fiscal 2015,2022 and 2021, the first tranche and the second tranche can payout for tranche one and two will not exceed 100%up to 200%, and the payout for the third tranche three will be calculated based on the total target quantity for the entire grant multiplied by the payout factor, whichbased on performance for the three-year performance period, less shares issued for the first tranche and the second tranche.

For outstanding MSU awards granted prior to fiscal 2021, performance is measured based on our achievement of a specified level of TSR relative to the TSR of the S&P Semiconductor Select Industry Index, or SPSISC Index. The potential payout ranges from 0% to 200% of the target grant quantity and is adjusted on a two-to-one ratio based on our TSR performance relative to SPSISC Index TSR.

For MSU awards granted prior to fiscal 2021 and vesting over three years, the payout for the first tranche and the second tranche will thennot exceed 100% and the payout for the third tranche will be reducedcalculated based on the total target quantity for the entire grant multiplied by the payout factor, based on performance for the three-year performance period, less shares issued for the first tranche one and the second tranche. For MSUs vesting over four years, the payout for the first tranche, two stock issuances.the second tranche and the third tranche will not exceed 100% and the payout for the fourth tranche will be calculated based on the total target quantity for the entire grant multiplied by the payout factor, based on performance for the four-year performance period, less shares issued for the first tranche, the second tranche and the third tranche.

Delivery of shares earned, if any, will take place on the dates provided in the applicable MSU grant agreement, assuming the grantee is still an employee, consultant, or director of our company at the end of the applicable performance period. On the delivery date, we withhold shares to cover statutory minimum tax withholding requirements and deliver a net quantity of shares to the employee, consultant, or directorrecipient after such withholding. Until delivery of shares, the grantee has no rights as a stockholder with respect to any shares underlying the MSU award.

MSU activity, including MSUs granted, delivered, and forfeited in fiscal 2017,2022, and the balance and aggregate intrinsic value of MSUs as of the end of fiscal 20172022 were as follows:

 

 

 

 

 

 

Aggregate

 

 

Weighted

 

 

 

 

 

 

Intrinsic

 

 

Average

 

 

 

 

Aggregate

 

Weighted

 

 

MSU Awards

 

 

Value

 

 

Grant Date

 

 

 

 

Intrinsic

 

Average

 

 

Outstanding

 

 

(in millions)

 

 

Fair Value

 

 

MSU Awards

 

Value

 

Grant Date

 

Balance at June 30, 2016

 

 

146,150

 

 

 

 

 

 

$

97.54

 

 

Outstanding

 

 

(in millions)

 

 

Fair Value

 

Balance at June 2021

 

 

347,027

 

 

 

 

$

82.18

 

Granted

 

 

105,800

 

 

 

 

 

 

 

67.51

 

 

 

65,000

 

 

 

 

 

191.68

 

Performance adjustment

 

 

(55,739

)

 

 

 

 

 

 

 

 

 

69,728

 

 

 

 

 

 

Delivered

 

 

(10,339

)

 

 

 

 

 

 

60.62

 

 

 

(203,883

)

 

 

 

 

 

78.05

 

Forfeited

 

 

(27,276

)

 

 

 

 

 

 

91.88

 

 

 

(25,898

)

 

 

 

 

 

136.26

 

Balance at June 30, 2017

 

 

158,596

 

 

$

9.5

 

 

 

82.88

 

Balance at June 2022

 

 

251,974

 

 

$

32.4

 

 

 

 

 

As a result of the Synaptics TSR underperformingoutperforming the SOX Index TSR by 27185.21 percentage points for the tranche three payout period ended in fiscal 2022, we delivered 45%200% of the targeted shares underlying the November 2013fiscal 2019 MSU grants. As a result of the Synaptics TSR outperforming the Index TSR by 226.12 percentage points for the tranche two payout period ended in fiscal 2022, we delivered 100% of the targeted shares underlying the fiscal 2020 MSU grants or 10,339 additional shares.  as the tranche two payout is capped at a 100% payout. As a result of the Synaptics TSR performing at the 76th percentile relative to the constituents of the Russell 2000 Index for the tranche one payout period ended in fiscal 2022, we delivered 200% of the targeted shares underlying the fiscal 2021 MSU grants.

Of the shares delivered, 4,770105,719 shares valued at $0.2$18.3 million were withheld to meet statutory minimum tax withholding requirements. As a result of the Synaptics TSR underperforming the SOX Index TSR by 54 percentage points, we did not deliver any of the targeted shares underlying the October 2014 MSU grants.  As a result of the Synaptics TSR underperforming the SOX Index TSR by 50 percentage points, we did not deliver any of the targeted shares underlying the October 2015 MSU grants.  

The aggregate intrinsic value assumes a 100%100% payout factor and was determined using the closing price of our common stock on the last trading day of fiscal 2017,2022, or June 23, 2017,24, 2022, of $59.99.$128.78.

 

F-23F-35


SYNAPTICS INCORPORATED AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

The fair value of each MSU granted from our plans for fiscal 2017, 2016,2022, 2021, and 20152020 was estimated at the date of grant using the Monte Carlo simulation model, assuming no expected dividends and the following assumptions:

 

 

2017

 

 

2016

 

 

2015

 

 

2022

 

 

2021

 

 

2020

 

Expected volatility of company

 

 

52.54

%

 

 

45.57

%

 

 

43.65

%

 

 

52.61

%

 

 

53.62

%

 

45.46% - 52.55%

 

Expected volatility of SOX index

 

 

21.23

%

 

 

19.65

%

 

 

20.60

%

Expected volatility of Index

 

17.4% - 581.6%

 

 

19.6% - 197.6%

 

 

24.64% - 33.44%

 

Correlation coefficient

 

 

0.45

 

 

 

0.42

 

 

 

0.43

 

 

 

0.53

 

 

 

0.51

 

 

0.53 - 0.58

 

Expected life in years

 

 

2.92

 

 

 

2.94

 

 

 

2.93

 

 

 

2.87

 

 

 

2.87

 

 

2.50 - 4.00

 

Risk-free interest rate

 

 

1.01

%

 

 

0.92

%

 

 

0.79

%

 

 

0.40

%

 

 

0.17

%

 

0.26% - 1.52%

 

Fair value per award

 

$

67.51

 

 

$

126.74

 

 

$

66.48

 

 

$284.43 - $342.89

 

 

$131.34 - $175.15

 

 

$55.52 - $100.38

 

 

We amortize the compensation expense over the three-yearthree- or four-year performance and service period.period on a ratable basis. The unrecognized share-based compensation cost of our outstanding MSUs was approximately $10.0$14.9 million as of the end of fiscal 2017,2022, which will be recognized over a weighted average period of approximately 1.00.72 years.

Performance Stock Units

Our 2019 Incentive Plan and our 2010 Incentive Plan provide for the grant of PSU awards to our employees, consultants, and directors. A PSU is a promise to deliver shares of our common stock at a future date based on the achievement of performance-based requirements in accordance with the terms of the PSU grant agreement.

We have granted PSU awards to our executive officers and other key management team members under our 2010 Incentive Plan, our 2019 Incentive Plan and our 2019 Inducement Equity Plan, which, generally, are designed to vest in three tranches with the target quantity for each tranche equal to one-third of the total PSU award. Generally, PSU awards have a specific one-year performance period and vesting occurs over three service periods with the final service period ending approximately three years from the grant date. Performance is measured based on the achievement of a specified level of performance relative to predefined performance criteria (for PSU awards granted in fiscal 2022 and prior to fiscal 2021 the performance criteria is based on non-GAAP earnings per share, for PSU awards granted in fiscal 2021 the performance criteria is based on a combination of our design win revenue, non-GAAP gross margin percentage and non-GAAP operating expenses). For our fiscal 2022 PSU awards, the potential payout ranges from 0% to 200% of the target grant quantity and is adjusted on a linear basis with a payout triggering if our measurement results equals greater than 75% of the target with a maximum payout achieved at 125% of target.

Delivery of shares earned, if any, will take place on the dates provided in the applicable PSU grant agreement, assuming the grantee is still an employee, consultant, or director of our company at the end of the applicable service period. On the delivery date, we withhold shares to cover statutory tax withholding requirements and deliver a net quantity of shares to the recipient after such withholding. Until delivery of shares, the grantee has no rights as a stockholder with respect to any shares underlying the PSU award.

PSU activity, including PSUs granted, delivered, and forfeited in fiscal 2022, and the balance and aggregate intrinsic value of PSUs as of the end of fiscal 2022 were as follows:

 

 

 

 

 

Aggregate

 

 

Weighted

 

 

 

 

 

 

Intrinsic

 

 

Average

 

 

 

PSU Awards

 

 

Value

 

 

Grant Date

 

 

 

Outstanding

 

 

(in millions)

 

 

Fair Value

 

Balance at June 2021

 

 

317,392

 

 

 

 

 

$

62.41

 

Granted

 

 

96,914

 

 

 

 

 

 

111.90

 

Performance adjustment

 

 

88,762

 

 

 

 

 

 

 

Delivered

 

 

(208,023

)

 

 

 

 

 

55.01

 

Forfeited

 

 

(37,142

)

 

 

 

 

 

79.79

 

Balance at June 2022

 

 

257,903

 

 

$

33.2

 

 

 

 

We value PSUs using the aggregate intrinsic value on the grant date and amortize the compensation expense over the three-year service period on a ratable basis, dependent upon the probability of meeting the performance measures. Of the shares delivered, 4,77094,642 shares valued at $0.2$17.6 million were withheld to meet statutory minimum tax withholding requirements. The PSU awards outstanding balance at June 2022 is based on the target grant quantity and does not include the performance adjustment of 183,472 shares for completed performance periods. The unrecognized share-based compensation cost of our

F-36


SYNAPTICS INCORPORATED AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

outstanding PSUs was approximately $31.7 million as of June 25, 2022, which will be recognized over a weighted average period of approximately 0.72 years.

Phantom Stock Units

The 2019 Incentive Plan authorizes the grant of phantom stock units to non-employee directors, officers and employees. We initially granted phantom stock units in October 2019. Phantom stock units are cash-settled and entitle the recipient to receive a cash payment equal to the value of a single share for each unit based on the average closing share price of our stock over the thirty calendar days prior to the vesting date. Grants of phantom stock units vest over three years, with an annual vesting date of October 31 each year subsequent to the grant date. We recognize compensation expense for phantom stock units on a straight-line basis for each tranche of each award based on the average closing price of our common stock over the thirty calendar days ended prior to each balance sheet date. The outstanding phantom stock units had a fair value of $135.07 per unit at June 25, 2022 and our accrued liability for such units was $15.4 million. The outstanding phantom stock units had a fair value of $140.17 per unit at June 26, 2021 and our accrued liability for such units was $18.4 million.

Phantom stock activity was as follows:

 

 

 

 

 

Aggregate

 

 

 

Phantom

 

 

Intrinsic

 

 

 

Stock Units

 

 

Value

 

 

 

Outstanding

 

 

(in millions)

 

Balance as of June 2021

 

 

402,458

 

 

 

 

Paid

 

 

(196,420

)

 

 

 

Forfeited

 

 

(29,941

)

 

 

 

Balance as of June 2022

 

 

176,097

 

 

$

22.7

 

Employee Stock Purchase Plan

Our 20102019 ESPP became effective on January 1, 2011.October 29, 2019 and replaced our 2010 ESPP. The 2019 ESPP, and previously the 2010 ESPP, allows employees to designate up to 15%15% of their base compensation, subject to legal restrictions and limitations, to purchase shares of common stock at 85%85% of the lesser of the FMV at the beginning of the offering period or the exercise date. TheUnder the 2019 ESPP, the offering period extends for up to one year and includes two exercise dates occurring at six-month intervals. Under the 2010 ESPP, the offering period extended for up to two years and includesincluded four exercise dates occurring at six-month intervals. Under the terms of our 2019 ESPP, and previously under our 2010 ESPP, if the FMV at an exercise date is less than the FMV at the beginning of the offering period, the current offering period will terminate and a new two-year offering period will commence.

Shares purchased, weighted average purchase price, cash received, and the aggregate intrinsic value for employee stock purchase plan purchases in fiscal 2017, 2016,2022, 2021, and 20152020 were as follows (in millions, except shares purchased and weighted average purchase price):

 

 

2017

 

 

2016

 

 

2015

 

 

2022

 

 

2021

 

 

2020

 

Shares purchased

 

 

302,085

 

 

 

302,781

 

 

 

367,646

 

 

 

138,502

 

 

 

220,389

 

 

 

346,502

 

Weighted average purchase price

 

$

46.74

 

 

$

52.42

 

 

$

35.11

 

 

$

97.90

 

 

$

57.00

 

 

$

30.50

 

Cash received

 

$

14.1

 

 

$

15.8

 

 

$

12.9

 

 

$

13.6

 

 

$

12.6

 

 

$

10.6

 

Aggregate intrinsic value

 

$

2.7

 

 

$

7.0

 

 

$

13.7

 

 

$

12.5

 

 

$

10.3

 

 

$

10.1

 

 

The fair value of each award granted under our 2019 ESPP and our 2010 ESPP for fiscal 2017, 2016,2022, 2021, and 20152020 was estimated usingbased on the Black-Scholes option pricing model, assuming no expected dividendsmodel. The fair value per award for fiscal 2022, 2021 and the following range of assumptions:2020 was $38.93, $20.82 and $15.48, respectively.

 

 

2017

 

 

2016

 

 

2015

 

Expected volatility

 

38.4 - 54.9%

 

 

37.4% - 40.6%

 

 

36.8% - 47.9%

 

Expected life in years

 

0.5 - 2.0

 

 

0.5 - 1.0

 

 

0.5 - 2.0

 

Risk-free interest rate

 

0.62% - 1.20%

 

 

0.33% - 0.54%

 

 

0.07% - 0.54%

 

Fair value per award

 

$

20.44

 

 

$

24.52

 

 

$

21.23

 

The expected volatility is based on either implied volatility for the expected lives of 0.5 years or a weighting of implied and historical volatility for expected lives greater than 0.5 years; the expected life is the period starting at the enrollment date until each purchase date remaining in the offering period at the date of enrollment in the plan; and the risk free interest rate is based on U.S. Treasury yields or yield curve in effect for each expected life.

Unrecognized share-based compensation costs for awards granted under our 20102019 ESPP at the end of fiscal 20172022 were approximately $9.4$1.4 million that will be amortized over the next 162 months.

12. Employee Benefit Plans

F-24


11.

Employee Benefit Plans

401(k) Plan

We have a 401(k) Retirement Savings Plan for full-time employees in the United States.U.S. Under the plan, eligible employees may contribute a portion of their net compensation up to the annual limit of $18,000,$20,500, or $24,000$27,000 for employees who are 50 years or older. In fiscal 2017,2022, we provided matching funds of 25%25% of our employees’ contributions, excluding catch-up contributions.

F-37


SYNAPTICS INCORPORATED AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

The employer matching funds vest 25% over four years and are fully vested at the end of the fourth year.immediately. We made matching contributions of $2.3$1.7 million, $2.5$1.8 million and $2.3$2.1 million in fiscal 2017, 2016,2022, 2021, and 2015,2020, respectively.

 

13. Income Taxes

12.

Income Taxes

IncomeIncome/(loss) before provision for income taxes for fiscal 2017, 2016,2022, 2021, and 20152020 consisted of the following (in millions):

 

 

2017

 

 

2016

 

 

2015

 

 

2022

 

 

2021

 

 

2020

 

United States

 

$

(10.1

)

 

$

12.3

 

 

$

13.4

 

 

$

(44.8

)

 

$

(21.0

)

 

$

(13.5

)

Foreign

 

 

71.4

 

 

 

63.3

 

 

 

146.8

 

 

 

365.3

 

 

 

141.1

 

 

 

172.9

 

Income before provision for income taxes

 

$

61.3

 

 

$

75.6

 

 

$

160.2

 

 

$

320.5

 

 

$

120.1

 

 

$

159.4

 

 

The provision for income taxes for fiscal 2017, 2016,2022, 2021, and 20152020 consisted of the following (in millions):

 

 

 

2022

 

 

2021

 

 

2020

 

Current tax expense/(benefit)

 

 

 

 

 

 

 

 

 

Federal

 

$

(0.6

)

 

$

4.1

 

 

$

0.8

 

State

 

 

0

 

 

 

0.1

 

 

 

0

 

Foreign

 

 

94.9

 

 

 

36.1

 

 

 

35.4

 

 

 

 

94.3

 

 

 

40.3

 

 

 

36.2

 

Deferred tax expense/(benefit)

 

 

 

 

 

 

 

 

 

Federal

 

 

(21.8

)

 

 

(0.5

)

 

 

(5.8

)

State

 

 

0

 

 

 

0

 

 

 

0.1

 

Foreign

 

 

(7.9

)

 

 

(8.4

)

 

 

8.1

 

 

 

 

(29.7

)

 

 

(8.9

)

 

 

2.4

 

Provision for income taxes

 

$

64.6

 

 

$

31.4

 

 

$

38.6

 

 

 

2017

 

 

2016

 

 

2015

 

Current tax expense

 

 

 

 

 

 

 

 

 

 

 

 

Federal

 

$

9.6

 

 

$

12.1

 

 

$

12.0

 

Foreign

 

 

25.5

 

 

 

12.4

 

 

 

63.0

 

 

 

 

35.1

 

 

 

24.5

 

 

 

75.0

 

Deferred tax benefit

 

 

 

 

 

 

 

 

 

 

 

 

Federal

 

 

(10.6

)

 

 

(7.5

)

 

 

(3.7

)

Foreign

 

 

(12.3

)

 

 

(13.6

)

 

 

(21.5

)

 

 

 

(22.9

)

 

 

(21.1

)

 

 

(25.2

)

Provision for income taxes

 

$

12.2

 

 

$

3.4

 

 

$

49.8

 

The provision for income taxes differs from the federal statutory rate for fiscal 2017, 2016,2022, 2021, and 20152020 as follows (in millions):

 

 

 

2017

 

 

2016

 

 

2015

 

Provision at U.S. federal statutory rate

 

$

21.5

 

 

$

26.6

 

 

$

56.1

 

Qualified stock options

 

 

5.5

 

 

 

5.1

 

 

 

2.7

 

Business credits

 

 

(3.6

)

 

 

(10.3

)

 

 

(4.7

)

Foreign tax differential

 

 

(13.2

)

 

 

(22.4

)

 

 

(4.3

)

Non-deductible portion of contingent consideration

 

 

0.9

 

 

 

0.9

 

 

 

(4.7

)

Change in valuation allowance

 

 

(0.8

)

 

 

(1.4

)

 

 

(0.5

)

Nondeductible amortization

 

 

1.6

 

 

 

4.4

 

 

 

2.7

 

Other differences

 

 

0.3

 

 

 

0.5

 

 

 

2.5

 

Provision for income taxes

 

$

12.2

 

 

$

3.4

 

 

$

49.8

 

 

 

2022

 

 

2021

 

 

2020

 

Provision at U.S. federal statutory tax rate

 

$

67.3

 

 

$

25.1

 

 

$

33.5

 

State income taxes

 

 

0

 

 

 

0.1

 

 

 

0

 

Non-deductible share-based compensation

 

 

7.9

 

 

 

5.2

 

 

 

3.0

 

(Windfall)/shortfall related to share-based compensation

 

 

(18.1

)

 

 

(3.8

)

 

 

2.1

 

Non-deductible officer compensation

 

 

6.4

 

 

 

6.4

 

 

 

1.9

 

Business credits

 

 

(10.0

)

 

 

(3.8

)

 

 

(6.1

)

Foreign tax differential

 

 

6.4

 

 

 

(6.7

)

 

 

4.9

 

Foreign income inclusion

 

 

3.6

 

 

 

5.2

 

 

 

0.7

 

Deferred taxes on unremitted foreign earnings

 

 

0.7

 

 

 

3.5

 

 

 

0

 

Other differences

 

 

0.4

 

 

 

0.2

 

 

 

(1.4

)

Provision for income taxes

 

$

64.6

 

 

$

31.4

 

 

$

38.6

 

F-38


SYNAPTICS INCORPORATED AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

 

Net deferred tax assets as of the end of fiscal 2017 and 2016 consisted of the following (in millions):

 

 

2017

 

 

2016

 

Non-current deferred tax assets

 

$

23.1

 

 

$

14.7

 

Non-current deferred tax liabilities

 

 

-

 

 

 

(9.0

)

Net deferred tax assets

 

$

23.1

 

 

$

5.7

 

Non-current deferred tax assets and non-current deferred tax liabilities are included in “Non-current other assetsassets” and other liabilities,“Other long-term liabilities”, respectively, in the accompanyingon our consolidated balance sheets.

 

F-25


Significant components of our deferred tax assets (liabilities) as of the end of fiscal 20172022 and 20162021 consisted of the following (in millions):

 

 

2017

 

 

2016

 

 

2022

 

 

2021

 

Deferred tax assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

Investment writedowns

 

$

1.8

 

 

$

2.5

 

Inventory writedowns

 

 

7.4

 

 

 

6.5

 

Property and equipment

 

 

3.0

 

 

 

0.8

 

Accrued compensation

 

 

0.2

 

 

 

2.5

 

Deferred compensation

 

 

1.9

 

 

 

1.7

 

Capital loss carryforward

 

$

17.8

 

 

$

0.2

 

Inventory write downs

 

 

2.6

 

 

 

3.9

 

Property and equipment and intangible assets

 

 

11.7

 

 

 

6.0

 

Share-based compensation

 

 

15.6

 

 

 

12.6

 

 

 

12.0

 

 

 

8.8

 

Nondeductible interest

 

 

5.4

 

 

 

0

 

Business credit carryforward

 

 

19.2

 

 

 

16.2

 

 

 

62.0

 

 

 

39.1

 

Lease liabilities

 

 

11.2

 

 

 

6.5

 

Net operating loss carryforward

 

 

0.3

 

 

 

2.5

 

 

 

16.3

 

 

 

7.2

 

Other accruals

 

 

2.0

 

 

 

2.4

 

 

 

5.6

 

 

 

5.1

 

 

 

51.4

 

 

 

47.7

 

 

 

144.6

 

 

 

76.8

 

Valuation allowance

 

 

(15.8

)

 

 

(14.1

)

 

 

(59.0

)

 

 

(32.6

)

 

 

35.6

 

 

 

33.6

 

 

 

85.6

 

 

 

44.2

 

Deferred tax liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

 

Property and equipment

 

 

(2.0

)

 

 

(0.9

)

Interest

 

 

0

 

 

 

(3.4

)

Right-of-use assets

 

 

(11.5

)

 

 

(6.2

)

Unremitted foreign earnings

 

 

(22.1

)

 

 

(3.5

)

Acquisition intangibles

 

 

(9.2

)

 

 

(22.9

)

 

 

(45.8

)

 

 

(29.0

)

Interest

 

 

(3.3

)

 

 

(5.0

)

 

 

(12.5

)

 

 

(27.9

)

 

 

(81.4

)

 

 

(43.0

)

Net deferred tax assets

 

$

23.1

 

 

$

5.7

 

 

$

4.2

 

 

$

1.2

 

 

Realization of deferred tax assets depends on our generating sufficient U.S. and certain foreign taxable income in future years to obtain a benefit from the utilization of those deferred tax assets on our tax returns. Accordingly, the amount of deferred tax assets considered realizable may increase or decrease when we reevaluate the underlying basis for our estimates of future U.S. and foreign taxable income. As of the end of fiscal 2017,2022, a valuation allowance of $15.8$59.0 million iswas maintained to reduce deferred tax assets primarily related to levelsstate tax credits and capital losses carryforwards that we believe are not more likely than not to be realized through future taxable income. The net change in the valuation allowance during fiscal 20172022 was an increase of $1.7 million.$26.4 million, primarily due to an increase of unrealized deferred tax assets associated with the capital loss carryforwards from our DSPG acquisition..

UndistributedWe consider most of the earnings of our foreign subsidiaries as not indefinitely reinvested overseas and have made appropriate provisions for income or withholding taxes, that may result from a future repatriation of those earnings. Further, we determined not to indefinitely reinvest earnings of certain subsidiaries acquired as part of our DSPG acquisition and established a $17.9 million deferred tax liability on the acquisition date balance sheet. As a result, $22.1 million of our deferred tax liability is associated with unremitted foreign earnings, which if remitted would not result in a further provision for income taxes. We continue to indefinitely reinvest $200 million on certain accumulated earnings and outside basis differences primarily related to our DSPG acquisition. If the undistributed earnings and other outside basis differences were approximately $699.5 million asrecognized in a taxable transaction, the associated foreign tax credits would be expected to reduce the U.S. income tax liability associated with the foreign distribution or the otherwise taxable transaction. As of our fiscal 2022, assuming full utilization of the end of fiscal 2017 and are considered to be indefinitely reinvested overseas; accordingly, no U.S. income taxes have been provided for these earnings. Theassociated foreign tax credits, the potential net deferred tax liability associated with these undistributed earnings of our foreign subsidiaries wasand outside basis differences would be approximately $138.3 million as of the end of fiscal 2017.$46 million.

F-39


SYNAPTICS INCORPORATED AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

As of the end of fiscal 2017,2022, we had federal, California, and Californiaforeign net operating loss carryforwards of approximately $0.3$37.7 million, $14.8 million, and $33.2$58.2 million, respectively. The federal and California net operating loss will begin to expire in fiscal 2020,2034 and 2029, respectively, if not utilized. AllMost of the California net operating loss carryforwards were attributable to share-based award deductions and any benefit of theseour foreign net operating losses will be recorded directly to additional paid-in capital when realized.have no expiration date. Under current tax law, net operating loss and tax credit carryforwards available to offset future income or income taxes may be limited by statute or upon the occurrence of certain events, including significant changes in ownership.

We had $33.6$25.4 million and $29.8$50.4 million of federal and state research tax credit carryforwards, respectively, as of the end of fiscal 2017. The benefit of $32.2 million of these credits will be recorded directly to additional paid-in capital when realized.2022. The federal research tax credit carryforward will begin to expire in 20322029 and the state research tax credit can be carried forward indefinitely. We also had $1.6 million of federal alternative minimum tax credit carryforward available to offset future federal tax liabilities with no expiration, which will be recorded directly to additional paid-in capital when realized.

F-26


The total liability for gross unrecognized tax benefits related to uncertain tax positions, included in other liabilities in our consolidated balance sheets, increased by $1.8$7.2 million from $13.4$22.6 million in fiscal 20162021 to $15.2$29.8 million in fiscal 2017.2022. Of this amount, $8.8$19.6 million will reduce the effective tax rate on income from continuing operations, if recognized. A reconciliation of the beginning and ending balance of gross unrecognized tax benefits for fiscal 2017, 2016,2022, 2021, and 20152020 consisted of the following (in millions):

 

 

2017

 

 

2016

 

 

2015

 

Beginning balance

 

$

13.4

 

 

$

11.6

 

 

$

10.2

 

Increase in unrecognized tax benefits related to current year tax positions

 

 

2.5

 

 

 

1.6

 

 

 

2.3

 

Increase in unrecognized tax benefits related to prior year tax positions

 

 

0.1

 

 

 

1.1

 

 

 

0.3

 

Decrease due to statute expiration

 

 

(0.8

)

 

 

(0.9

)

 

 

(1.2

)

Ending Balance

 

$

15.2

 

 

$

13.4

 

 

$

11.6

 

 

 

2022

 

 

2021

 

 

2020

 

Beginning balance

 

$

22.6

 

 

$

20.1

 

 

$

18.9

 

Increase in unrecognized tax benefits related to current year tax
   positions

 

 

7.1

 

 

 

5.5

 

 

 

3.2

 

Increase in unrecognized tax benefits related to prior year tax
   positions

 

 

5.5

 

 

 

0

 

 

 

0.1

 

Remeasurement of unrecognized tax benefits

 

 

(0.5

)

 

 

0

 

 

 

0

 

Decrease due to statute expiration

 

 

(4.9

)

 

 

(3.0

)

 

 

(2.1

)

Ending Balance

 

$

29.8

 

 

$

22.6

 

 

$

20.1

 

Accrued interest and penalties increased by $0.8 million in fiscal 2022 as compared to fiscal 2021 and decreased by $0.2$0.2 million increased by $0.3 million, and increased by $0.2 million representing income tax expense or benefit, in fiscal 2017, 2016, and 2015, respectively.2021 as compared to fiscal 2020. Accrued interest and penalties was $1.2were $2.5 million and $1.4$1.7 million as of June 30, 2017the end of fiscal 2022 and 2016,2021, respectively. Our policy is to classify interest and penalties, if any, as components of income tax expense.

It is reasonably possible that the amount of liability for unrecognized tax benefits may change within the next 12 months; an estimate of the range of possible changes could result in a decrease of $0.9$0.9 million to an increase of $5.8$6.9 million.

In July 2015, the U.S. Tax Court issued an opinion in Altera Corp. v. Commissioner related to a treasury regulation addressing the treatment of stock-based compensation in a cost-sharing arrangement with a related party.  The U.S. Department of the Treasury has not withdrawn the requirement in its regulations related to the treatment of stock-based compensation.  The Commissioner filed an appeal to the Ninth Circuit Court of Appeals in February 2016.  While we determined no adjustment Any prospective adjustments to our financial statements is required dueunrecognized tax benefits will be recorded as an increase or decrease to the uncertainties with respectincome tax expense and cause a corresponding change to the ultimate resolution, we will continueour effective tax rate. Accordingly, our effective tax rate could fluctuate materially from period to monitor developments in this case.period.

Our major tax jurisdictions are the United States,U.S., Hong Kong SAR, Japan, Israel and Japan.the U.K. From fiscal 20102016 onward, we remain subject to examination by one or more of these jurisdictions.

In January 2022, final foreign tax credit regulations, final regulations, were issued by the U.S. Treasury modifying long established rules, including rules used in the determination of whether foreign taxes paid or accrued are creditable against U.S. income taxes. Subsequently, in July 2022, technical corrections and amendments to the final regulations were issued by the U.S. Treasury. These technical corrections and amendments do not change our initial view that certain foreign taxes we incur may not be creditable under the final regulations. We are currently under anassessing the impact of the final regulations, together with certain research and development capitalization rules, all effective beginning with our fiscal 2023, but anticipate the impact will have a material adverse effect on our fiscal 2023 and future provision for income tax examination by the IRS for fiscal years 2014taxes.

14. Segment, Customers, and 2015, which is in the early stages. No issues have been raised during the examination so far.Geographic Information

13.

Segment, Customers, and Geographic Information

We operate in one1 segment: the development, marketing, and sale of semiconductor products used in electronic devices and products. We generate our revenue from two3 broad product categories: the mobileIoT product applications market, and the personal computing, or PC, product applications market, and the mobile, product applications market.

F-40


SYNAPTICS INCORPORATED AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

Net revenue within geographic areas based on our customers’ locations for fiscal 2017, 2016,2022, 2021, and 2015,2020, consisted of the following (in millions):

 

 

2017

 

 

2016

 

 

2015

 

 

2022

 

 

2021

 

 

2020

 

China

 

$

844.8

 

 

$

518.7

 

 

$

504.2

 

 

$

609.1

 

 

$

524.0

 

 

$

540.6

 

Taiwan

 

 

539.4

 

 

 

382.6

 

 

 

204.5

 

Japan

 

 

426.5

 

 

 

651.0

 

 

 

698.5

 

 

 

453.1

 

 

 

330.7

 

 

 

446.5

 

Other

 

 

83.9

 

 

 

69.5

 

 

 

77.3

 

South Korea

 

 

39.1

 

 

 

28.5

 

 

 

58.3

 

United States

 

 

231.4

 

 

 

249.1

 

 

 

223.0

 

 

 

15.1

 

 

 

4.3

 

 

 

6.7

 

South Korea

 

 

123.8

 

 

 

182.5

 

 

 

142.1

 

Taiwan

 

 

66.4

 

 

 

61.1

 

 

 

127.2

 

Other

 

 

25.3

 

 

 

4.5

 

 

 

8.0

 

 

$

1,718.2

 

 

$

1,666.9

 

 

$

1,703.0

 

 

$

1,739.7

 

 

$

1,339.6

 

 

$

1,333.9

 

 

F-27


Net revenue from external customers for each group of similar products for fiscal 2017, 2016,2022, 2021, and 20152020 consisted of the following (in millions):

 

 

2017

 

 

2016

 

 

2015

 

 

2022

 

 

2021

 

 

2020

 

IoT product applications

 

$

1,100.9

 

 

$

612.9

 

 

$

329.8

 

PC product applications

 

 

343.0

 

 

 

354.7

 

 

 

317.4

 

Mobile product applications

 

$

1,489.0

 

 

$

1,459.5

 

 

$

1,442.1

 

 

 

295.8

 

 

 

372.0

 

 

 

686.7

 

PC product applications

 

 

229.2

 

 

 

207.4

 

 

 

260.9

 

 

$

1,718.2

 

 

$

1,666.9

 

 

$

1,703.0

 

 

$

1,739.7

 

 

$

1,339.6

 

 

$

1,333.9

 

 

A reclassification has been made to the prior periods revenue presentation in the above table in order to conform to the current period revenue presentation. The reclassification of $32.0 million and $12.2 million during the fiscal years ended 2021 and 2020, respectively, moved virtual reality product revenue from Mobile product applications to IoT product applications.

Long-lived assets within geographic areas as of the end of fiscal 20172022 and 20162021 consisted of the following (in millions):

 

 

2017

 

 

2016

 

 

2022

 

 

2021

 

United States

 

$

159.4

 

 

$

174.8

 

 

$

118.2

 

 

$

168.5

 

Asia/Pacific

 

 

262.1

 

 

 

305.0

 

 

 

624.7

 

 

 

191.9

 

Europe

 

 

516.6

 

 

 

602.3

 

 

$

421.5

 

 

$

479.8

 

 

$

1,259.5

 

 

$

962.7

 

 

Our goodwill of $206.8$806.6 million has been allocated to a company-wide2 reporting unit.units which include IoT and Mobile/PC.

Major customers’ revenue as a percentage of total net revenue for fiscal 2017, 2016,2022, 2021, and 20152020 were as follows:

 

 

2017

 

 

2016

 

 

2015

 

 

2022

 

2021

 

2020

Customer A

 

 

24%

 

 

 

20%

 

 

 

16%

 

 

*

 

14%

 

18%

Customer B

 

 

19%

 

 

 

21%

 

 

 

18%

 

 

13%

 

13%

 

*

Customer C

 

 

10%

 

 

*

 

 

*

 

 

12%

 

10%

 

12%

Customer D

 

*

 

 

 

15%

 

 

 

11%

 

Customer E

 

*

 

 

*

 

 

 

11%

 

* Less than 10%10%

15. Restructuring Activities

We have initiated various strategic restructuring actions primarily intended to reduce costs, gain synergies from our recent acquisitions and align our business in response to market conditions.

14.

The following table summarizes the restructuring activity and related charges during the periods presented (in millions):

 

 

Years Ended

 

 

 

2022

 

 

2021

 

 

2020

 

Balance, beginning of period

 

$

0.2

 

 

$

6.1

 

 

$

5.2

 

Charges

 

 

18.3

 

 

 

7.4

 

 

 

33.0

 

Payments

 

 

(17.1

)

 

 

(13.3

)

 

 

(32.1

)

Balance, end of period

 

$

1.4

 

 

$

0.2

 

 

$

6.1

 

F-41


SYNAPTICS INCORPORATED AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

Restructuring Activities

In June 2016,During fiscal 2022, we recorded restructuring and related charges of $18.3 million in our management approved, committedconsolidated statements of operations. The charges were for activities intended to and initiated plans to restructure and further improve efficiencies in our operational activities to alignand gain synergies from the Company’s cost structure consistent with its revenue levels.  Restructuring costs related to the June 2016 restructuringDSPG acquisition. These activities were recorded tofrom the restructuring costs line item within our consolidated statements of income.  These costs primarily related to severance costs for a reduction in headcount and facility consolidation and related costs.  The total charges were $11.7 million for severance costs and $2.3 million for lease cancellation and related charges.  The restructuring chargesactions taken during fiscal 2022 are complete as of June 30, 2017.  The restructuring liability activities during fiscal 2017 and 2016 were as follows (in millions):

 

 

Employee Severance

 

Facility Consolidation

 

 

 

 

 

 

and Benefits

 

and Related Charges

 

Total

 

 

 

 

 

 

 

 

 

 

 

 

Balance as of June 30, 2015

 

$

-

 

$

-

 

$

-

 

Accruals

 

 

6.7

 

 

 

 

 

6.7

 

Balance as of June 30, 2016

 

 

6.7

 

 

-

 

 

6.7

 

Additional accruals

 

 

5.0

 

 

2.3

 

 

7.3

 

Cash payments

 

 

(11.7

)

 

(0.9

)

 

(12.6

)

Non-cash settlements

 

 

-

 

 

(0.8

)

 

(0.8

)

Balance as of June 30, 2017

 

$

-

 

$

0.6

 

$

0.6

 

In the first quarterend of fiscal 2016,2022.

During fiscal 2021, we recorded $1.9restructuring and related charges of $7.4 million of restructuring costs in our consolidated statements of income.operations. The costs included severance costs relatedcharges were for activities to gain synergies from our DisplayLink acquisition. The activities from the restructuring actions taken during fiscal 2021 were complete as of the operations related to our acquisition of RSP.  These activities were concluded in fiscal 2016.

F-28


15.

Subsequent Events

Acquisitions

Conexant

On June 11, 2017, we entered into a stock purchase agreement to acquire all of the outstanding limited liability company interests of Conexant Systems, LLC, or Conexant, a technology leader in voice and audio processing solutions for the smart home (the “Conexant Acquisition”).  The Conexant Acquisition is intended to increase our presence in the smart home market and increase opportunities to drive increased revenue.  Effective as of July 25, 2017, or the Closing Date, we completed the Conexant Acquisition of 100% of the outstanding capital stock of Conexant for a purchase price of (i) $305.8 million in cash (on a cash-free, debt-free basis) and (ii) 726,666 shares of our common stock (the Stock Consideration), with $16.8 million of the purchase price held in escrow to secure the Seller Parties’ indemnification obligations under the purchase agreement. The Stock Consideration was issued at closing in an exempt private placement. On August 4, 2017, we filed a shelf registration statement on Form S-3 with the SEC providing for the registered resale of the Stock Consideration.

The acquisition will be accounted for using the purchase method of accounting in accordance with the business acquisition guidance. Under the purchase accounting method, the total estimated purchase consideration of the acquisition will be allocated to the tangible and identifiable intangible assets acquired and liabilities assumed based on their relative fair values. The excess of the purchase consideration over the net tangible and identifiable intangible assets acquired and liabilities will be recorded as goodwill.  As of the date of the filing of this Form 10-Q, the purchase price allocation has not been prepared as there has not been enough time to complete the related activities.

Marvell

On June 11, 2017, the Company entered into an asset purchase agreement to acquire the assets of the multimedia solutions business of Marvell Technology Group Ltd., or Marvell, a leading provider of advanced processing technology for video and audio applications for the smart home (the “Marvell Business Acquisition”). The purchase price is $95 million in cash.  The Marvell Business Acquisition is also intended to increase our presence in the smart home market and increase opportunities to drive increased revenue.  We expect to close the Marvell Business Acquisition in the first quarterend of fiscal 2018.2021.


Convertible Debt

On June 20, 2017, we entered into a purchase agreement (the “Purchase Agreement”) with Wells Fargo Securities, LLC, as representative of the several initial purchasers named therein (collectively, the “Initial Purchasers”), pursuant to which we agreed to issue and sell, and the Initial Purchasers agreed to purchase, $500 million aggregate principal amount of the Company’s 0.50% Convertible Senior Notes due 2022 (the “Notes”) in a private placement transaction. Pursuant to the Purchase Agreement, we also granted the Initial Purchasers a 30-day option to purchase up to an additional $25 million aggregate principal amount of Notes, which was exercised in full on June 21, 2017. The net proceeds from the Offering, after deducting discounts and commissions and estimated offering expenses payable by the Company, were approximately $514.5 million, which includes proceeds from the exercise of the Initial Purchasers’ option to purchase additional Notes. The Offering was completed on June 26, 2016, and we received the proceeds on such date.

The Notes bear interest at a rate of 0.50% per year. Interest will accrue from June 26, 2017 and will be payable semi-annually in arrears, on June 15 and December 15 of each year, beginning on December 15, 2017. The Notes are senior unsecured obligations of the Company and rank senior in right of payment to any of the Company’s indebtedness that is expressly subordinated in right of payment to the Notes; equal in right of payment to any of the Company’s liabilities that are not so subordinated; effectively junior in right of payment to any of the Company’s secured indebtedness to the extent of the value of the assets securing such indebtedness; and structurally junior to all indebtedness and other liabilities (including trade payables) of our subsidiaries.

The Notes will mature on June 15, 2022 (the “Maturity Date”), unless earlier repurchased, redeemed or converted.

Holders may convert all or any portion of their Notes, in multiples of $1,000 principal amounts, at their option at any time prior to the close of business on the business day immediately preceding March 15, 2022 only under certain defined circumstances.

On or after March 15, 2022 until the close of business on the business day immediately preceding the Maturity Date, holders may convert all or any portion of their Notes, in multiples of $1,000 principal amounts, at the option of the holder.

F-29F-42


Upon conversion, we will pay or deliver, at our election, shares of common stock, or a combination of cash and shares of common stock.

The conversion rate for the Notes is initially 13.6947 shares of common stock per $1,000 principal amount of Notes (equivalent to an initial conversion price of approximately $73.02 per share of common stock). The conversion rate is subject to adjustment in certain circumstances.

Upon the occurrence of a fundamental change (as defined in the Indenture), holders of the Notes may require us to repurchase for cash all or a portion of their Notes at a fundamental change repurchase price equal to 100% of the principal amount of the Notes to be repurchased, plus accrued and unpaid interest up to, but excluding, the fundamental change repurchase date.

We may not redeem the Notes prior to June 20, 2020. We may redeem for cash all or any portion of the Notes, at our option, on or after June 20, 2020, if the last reported sale price of the Company’s common stock, as determined by the Company, has been at least 130% of the conversion price then in effect for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading day period (including the last trading day of such period) ending on, and including, the trading day immediately preceding the date on which the Company provides notice of redemption at a redemption price equal to 100% of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest up to, but excluding, the redemption date. Our policy is to settle the principal amount of our Convertible Notes with cash.

Payment of Debt

On June 26, 2017, we used $220.0 million of the proceeds from the Notes, to pay the balance due on our revolving credit facility under the Credit Agreement, plus interest due, and to pay the balance due on our term loan, plus interest due.  As of June 26, 2017, the term loan under the Credit Agreement was fully paid and closed.  In July 2017, we made an election to reduce the commitment under the revolving credit facility under the Credit Agreement to $250.0 million.  

Common Stock Purchases

Pursuant to our common stock repurchase program, on June 26, 2017, and in connection with our issuance of the Notes, we used a portion of the proceeds from the Notes, to purchase 1,698,400 shares of our common stock for $93.6 million.

F-30


1.1

Purchase Agreement, dated as of June 20, 2017, by and between the Company and Wells Fargo Securities, LLC, as representative of the initial purchasers named therein. (1)

2.1

Agreement and Plan of Reorganization by and among Synaptics Incorporated, Itsme Acquisition Corp., Itsme Acquisition II LLC, Validity Sensors, Inc., and Shareholder Representative Services LLC, dated as of October 9, 2013 (2)

2.2†#

Stock Purchase Agreement, dated June 11, 2014, by and among Renesas Electronics Corporation, Renesas SP Drivers, Inc., Renesas SP Drivers Taiwan, Inc., Sharp Corporation, Powerchip Technology Corp., Global Powertec Co. Ltd., Quantum Vision Corporation, the registrant and Synaptics Holding GmbH (3)

2.3#

Stock Purchase Agreement, dated June 11, 2017, by and among Synaptics Incorporated, Lakestar Semi, Inc., CNXT Holdings, Inc. and Conexant Systems, LLC (4)

3.1

Certificate of Incorporation (5)

3.2

Certificate of Designation of Series A Junior Participating Preferred Stock (6)

3.3

Third Amended and Restated Bylaws (amended and restated as of July 27, 2010) (7)

3.4

Certificate of Amendment of Certificate of Incorporation of the registrant (8)

3.5

Certificate of Amendment of Certificate of Incorporation of the registrant (9)

4.1

Form of Common Stock Certificate (10)

4.2

Indenture, dated as of June 26, 2017, by and between the Company and Wells Fargo, National Association, as trustee (1)

4.3

Form of 0.50% Convertible Senior Note due 2022

10.1

10.1.1

Credit Agreement, dated as of September 30, 2014, among Synaptics Incorporated, the lenders party thereto, and Wells Fargo Bank, National Association, as administrative agent (11)

Commitment Increase Agreement and First Amendment to Credit Agreement, dated as of October 20, 2015 (12)

10.1.2

Commitment Increase Agreement and Second Amendment to Credit Agreement, dated April 6, 2017. (13)

10.6(a)*

Amended and Restated 2001 Incentive Compensation Plan (as amended through January 23, 2007) (14)

10.6(b)*

Form of grant agreements for Amended and Restated 2001 Incentive Compensation Plan (15)

10.6(c)*

Form of deferred stock award agreement for Amended and Restated 2001 Incentive Compensation Plan (16)

10.24(a)*

Amended and Restated 2010 Incentive Compensation Plan (17)

10.24(b)*

Form of Non-Qualified Stock Option Agreement for 2010 Incentive Compensation Plan

10.24(c)*

Form of Incentive Stock Option Agreement for 2010 Incentive Compensation Plan (18)

10.24(d)*

Form of Deferred Stock Award Agreement for 2010 Incentive Compensation Plan

10.24(e)*

Form of Deferred Stock Award Agreement for Market Stock Units for Amended and Restated 2010 Incentive Compensation Plan

10.25(a)*

Amended and Restated 2010 Employee Stock Purchase Plan (3)

10.26*

Change of Control Severance Policy for Principal Executive Officers (3)

10.27*

Severance Policy for Principal Executive Officers (19)

10.28*

Employment Offer Letter dated September 28, 2011 between the registrant and Richard Bergman (20)

10.29*

Employment Offer Letter dated April 23, 2015 between the registrant and Wajid Ali (21)


10.30*

Form of Director and Officer Indemnification Agreement (22)

21

List of Subsidiaries

23.1

Consent of Independent Registered Public Accounting Firm

31.1

Certification of Chief Executive Officer pursuant to Rule 13a-14(a)/15d-14(a)

31.2

Certification of Chief Financial Officer pursuant to Rule 13a-14(a)/15d-14(a)

32.1##

Section 1350 Certification of Chief Executive Officer

32.2##

Section 1350 Certification of Chief Financial Officer

101.INS

XBRL Instance Document

101.SCH

XBRL Taxonomy Extension Schema Document

101.CAL

XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF

XBRL Taxonomy Extension Definition Linkbase Document

101.LAB

XBRL Taxonomy Extension Label Linkbase Document

101.PRE

XBRL Taxonomy Extension Presentation Linkbase Document

(1)

Incorporated by reference to the Registrant’s Current Report on Form 8-K as filed with the SEC on June 26, 2017.

(2)

Incorporated by reference to the registrant’s Form 8-K as filed with the SEC on November 12, 2013.

(3)

Incorporated by reference to the registrant’s Form 10-K as filed with the SEC on August 22, 2014.

(4)

Incorporated by reference to the registrant’s Current Report on Form 8-K as filed with the SEC on June 12, 2017.

(5)

Incorporated by reference to the registrant's Form 10-Q as filed with the SEC on February 21, 2002.

(6)

Incorporated by reference to the registrant’s Form 8-A as filed with the SEC on August 16, 2002.

(7)

Incorporated by reference to the registrant’s Current Report on Form 8-K as filed with the SEC on August 2, 2010.

(8)

Incorporated by reference to the registrant’s Current Report on Form 8-K as filed with the SEC on December 7, 2004.

(9)

Incorporated by reference to the registrant’s Current Report on Form 8-K as filed with the SEC on October 22, 2010.

(10)

Incorporated by reference to the registrant’s Form 10-K as filed with the SEC on September 12, 2002.

(11)

Incorporated by reference to the registrant’s Current Report on Form 8-K as filed with the SEC on October 1, 2014.

(12)

Incorporated by reference to the registrant’s Form 10-Q as filed with the SEC on February 3, 2016.

(13)

Incorporated by reference to the registrant’s Current Report on 8-K as filed with the SEC on April 6, 2017.

(14)

Incorporated by reference to the registrant’s Form 10-Q as filed with the SEC on November 8, 2007.

(15)

Incorporated by reference to the registrant’s Form 10-Q as filed with the SEC on February 6, 2003.

(16)

Incorporated by reference to the registrant’s Form 10-K as filed with the SEC on September 7, 2006.

(17)

Incorporated by reference to the registrant’s Current Report on Form 8-K as filed with the SEC on October 28, 2016.

(18)

Incorporated by reference to the registrant’s Current Report on Form 8-K as filed with the SEC on October 22, 2010.

(19)

Incorporated by reference to the registrant’s Current Report on Form 8-K as filed with the SEC on October 6, 2011.

(20)

Incorporated by reference to the registrant’s Current Report on Form 8-K as filed with the SEC on October 4, 2011.

(21)

Incorporated by reference to the registrant’s Form 10-K as filed with the SEC on August 25, 2015.

(22) Incorporated by reference to the registrant’s Current Report on Form 8-K as filed with the SEC on May 17, 2016.

*

Indicates a contract with management or compensatory plan or arrangement.

Certain portions of this exhibit have been omitted pursuant to a grant of confidential treatment by the Securities and Exchange Commission.

#

Certain schedules have been omitted pursuant to Item 601(b)(2) of Regulation S-K. A copy of any omitted

schedule will be furnished as a supplement to the Securities and Exchange Commission upon request.

##

This certification is being furnished solely pursuant to 18 U.S.C. § 1350 and shall not be deemed filed by the Company for purposes of Section 18 of the Exchange Act or incorporated by reference in any registration statement of the Company filed under the Securities Act.