Cover Page
Cover Page - shares | 6 Months Ended | |
Jul. 28, 2019 | Aug. 23, 2019 | |
Cover page. | ||
Title of 12(b) Security | Common Stock par value $0.01 per share | |
Entity Address, Address Line One | 200 Flynn Road | |
Entity Address, City or Town | Camarillo | |
Entity Address, State or Province | CA | |
Entity Address, Postal Zip Code | 93012-8790 | |
City Area Code | 805 | |
Local Phone Number | 498-2111 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity Shell Company | false | |
Entity Small Business | false | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 95-2119684 | |
Contained File Information, File Number | 001-06395 | |
Document Type | 10-Q | |
Document Period End Date | Jul. 28, 2019 | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2020 | |
Document Fiscal Period Focus | Q2 | |
Entity Registrant Name | SEMTECH CORP | |
Entity Central Index Key | 0000088941 | |
Current Fiscal Year End Date | --01-26 | |
Entity Filer Category | Large Accelerated Filer | |
Entity Common Stock, Shares Outstanding | 66,530,435 | |
Entity Emerging Growth Company | false | |
Trading Symbol | SMTC | |
Security Exchange Name | NASDAQ |
Condensed Consolidated Statemen
Condensed Consolidated Statements Of Income - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jul. 28, 2019 | Jul. 29, 2018 | Jul. 28, 2019 | Jul. 29, 2018 | |
Income Statement [Abstract] | ||||
Net sales | $ 137,146 | $ 163,211 | $ 268,500 | $ 293,640 |
Cost of sales | 52,262 | 63,087 | 102,341 | 122,047 |
Gross profit | 84,884 | 100,124 | 166,159 | 171,593 |
Operating costs and expenses: | ||||
Selling, general and administrative | 39,875 | 33,529 | 78,252 | 74,935 |
Product development and engineering | 25,553 | 28,079 | 52,652 | 54,278 |
Intangible amortization | 3,908 | 6,480 | 9,051 | 13,441 |
Changes in the fair value of contingent earn-out obligations | 0 | (900) | (2,161) | (900) |
Total operating costs and expenses | 69,336 | 67,188 | 137,794 | 141,754 |
Operating income | 15,548 | 32,936 | 28,365 | 29,839 |
Interest expense | (2,597) | (2,200) | (5,064) | (4,390) |
Non-operating income, net | 1,213 | 542 | 2,256 | 732 |
Income before taxes and equity in net gains (losses) of equity method investments | 14,164 | 31,278 | 25,557 | 26,181 |
Provision (benefit) for income taxes | 8,966 | 6,082 | 6,654 | (11,428) |
Net income before equity in net gains (losses) of equity method investments | 5,198 | 25,196 | 18,903 | 37,609 |
Equity in net gains (losses) of equity method investments | 168 | (27) | (243) | (58) |
Net income | $ 5,366 | $ 25,169 | $ 18,660 | $ 37,551 |
Earnings per share: | ||||
Basic (in dollars per share) | $ 0.08 | $ 0.38 | $ 0.28 | $ 0.57 |
Diluted (in dollars per share) | $ 0.08 | $ 0.37 | $ 0.28 | $ 0.55 |
Weighted average number of shares used in computing earnings per share: | ||||
Basic (in shares) | 66,519 | 66,063 | 66,312 | 66,194 |
Diluted (in shares) | 67,746 | 68,880 | 67,814 | 68,428 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements Of Comprehensive Income - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jul. 28, 2019 | Jul. 29, 2018 | Jul. 28, 2019 | Jul. 29, 2018 | |
Net income | $ 5,366 | $ 25,169 | $ 18,660 | $ 37,551 |
Other comprehensive loss, net: | ||||
Change in employee benefit plans | 69 | (16) | 137 | (32) |
Other comprehensive loss, net | (122) | (155) | (134) | (124) |
Comprehensive income | 5,244 | 25,014 | 18,526 | 37,427 |
Foreign Exchange Contract [Member] | ||||
Other comprehensive loss, net: | ||||
Unrealized loss on foreign currency cash flow hedges | (229) | (164) | (280) | (117) |
Realized loss on foreign currency cash flow hedges | $ 38 | $ 25 | $ 9 | $ 25 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Jul. 28, 2019 | Jan. 27, 2019 |
Current assets: | ||
Cash and cash equivalents | $ 287,839 | $ 312,120 |
Accounts receivable, less allowances of $618 and $774, respectively | 58,643 | 79,223 |
Inventories | 75,060 | 63,679 |
Prepaid taxes | 15,540 | 8,406 |
Other current assets | 16,175 | 21,876 |
Total current assets | 453,257 | 485,304 |
Non-current assets: | ||
Property, plant and equipment, net of accumulated depreciation of $203,320 and $196,033, respectively | 125,764 | 118,488 |
Deferred tax assets | 17,896 | 14,362 |
Goodwill | 351,141 | 351,141 |
Other intangible assets, net | 27,506 | 36,558 |
Other assets | 80,750 | 57,028 |
TOTAL ASSETS | 1,056,314 | 1,062,881 |
Current liabilities: | ||
Accounts payable | 38,903 | 43,183 |
Accrued liabilities | 49,925 | 65,023 |
Deferred revenue | 3,455 | 3,439 |
Current portion - long-term debt | 18,294 | 18,269 |
Total current liabilities | 110,577 | 129,914 |
Non-current liabilities: | ||
Deferred tax liabilities | 3,620 | 3,363 |
Long term debt, less current portion | 183,692 | 192,845 |
Other long-term liabilities | 68,885 | 54,078 |
Commitments and contingencies (Note 11) | ||
Stockholders’ equity: | ||
Common stock, $0.01 par value, 250,000,000 shares authorized, 78,136,144 issued and 66,314,933 outstanding and 78,136,144 issued and 65,238,255 outstanding, respectively | 785 | 785 |
Treasury stock, at cost, 11,821,211 shares and 12,897,889 shares, respectively | (345,810) | (346,218) |
Additional paid-in capital | 444,716 | 456,791 |
Retained earnings | 593,590 | 574,930 |
Accumulated other comprehensive loss | (3,741) | (3,607) |
Total stockholders’ equity | 689,540 | 682,681 |
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | $ 1,056,314 | $ 1,062,881 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Jul. 28, 2019 | Jan. 27, 2019 |
Statement of Financial Position [Abstract] | ||
Allowance for doubtful accounts, receivables | $ 618 | $ 774 |
Accumulated depreciation | $ 203,320 | $ 196,033 |
Common stock, par value | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 250,000,000 | 250,000,000 |
Common stock, shares issued | 78,136,144 | 78,136,144 |
Common stock, shares outstanding | 66,314,933 | 65,238,255 |
Treasury stock, shares | 11,821,211 | 12,897,889 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Stockholders' Equity Statement - USD ($) $ in Thousands | Total | Common Stock | Additional Paid-in Capital | Retained Earnings | Treasury Stock, at Cost | Accumulated Other Comprehensive (Loss) Income |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Cumulative-effect adjustment to beginning balance | ASU 2014-09 | $ 11,104 | $ 11,104 | ||||
Cumulative-effect adjustment to beginning balance | ASU 2016-16 | (1,597) | (1,597) | ||||
Beginning balance (in shares) at Jan. 28, 2018 | 66,280,129 | |||||
Beginning balance at Jan. 28, 2018 | 665,013 | $ 785 | $ 415,056 | 502,346 | $ (251,974) | $ (1,200) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net income | 37,551 | 37,551 | ||||
Other comprehensive loss | (124) | (124) | ||||
Stock-based compensation | 43,649 | 43,649 | ||||
Repurchase of outstanding common stock (in shares) | (1,140,753) | |||||
Repurchase of outstanding common stock | (49,739) | (49,739) | ||||
Treasury stock reissued (in shares) | 792,033 | |||||
Treasury stock reissued | (2,569) | (15,741) | 13,172 | |||
Ending balance (in shares) at Jul. 29, 2018 | 65,931,409 | |||||
Ending balance at Jul. 29, 2018 | 703,288 | $ 785 | 442,964 | 549,404 | (288,541) | (1,324) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Cumulative-effect adjustment to beginning balance | (3) | |||||
Cumulative-effect adjustment to beginning balance | ASU 2016-16 | (3) | |||||
Beginning balance (in shares) at Apr. 29, 2018 | 66,140,592 | |||||
Beginning balance at Apr. 29, 2018 | 693,354 | $ 785 | 438,364 | 524,238 | (268,864) | (1,169) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net income | 25,169 | 25,169 | ||||
Other comprehensive loss | (155) | (155) | ||||
Stock-based compensation | 10,175 | 10,175 | ||||
Repurchase of outstanding common stock (in shares) | (495,609) | |||||
Repurchase of outstanding common stock | (24,414) | (24,414) | ||||
Treasury stock reissued (in shares) | 286,426 | |||||
Treasury stock reissued | (838) | (5,575) | 4,737 | |||
Ending balance (in shares) at Jul. 29, 2018 | 65,931,409 | |||||
Ending balance at Jul. 29, 2018 | $ 703,288 | $ 785 | 442,964 | 549,404 | (288,541) | (1,324) |
Beginning balance (in shares) at Jan. 27, 2019 | 65,238,255 | 65,238,255 | ||||
Beginning balance at Jan. 27, 2019 | $ 682,681 | $ 785 | 456,791 | 574,930 | (346,218) | (3,607) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net income | 18,660 | 18,660 | ||||
Other comprehensive loss | (134) | (134) | ||||
Stock-based compensation | 18,890 | 18,890 | ||||
Repurchase of outstanding common stock (in shares) | (448,481) | |||||
Repurchase of outstanding common stock | (20,110) | (20,110) | ||||
Treasury stock reissued (in shares) | 1,525,159 | |||||
Treasury stock reissued | $ (10,447) | (30,965) | 20,518 | |||
Ending balance (in shares) at Jul. 28, 2019 | 66,314,933 | 66,314,933 | ||||
Ending balance at Jul. 28, 2019 | $ 689,540 | $ 785 | 444,716 | 593,590 | (345,810) | (3,741) |
Beginning balance (in shares) at Apr. 28, 2019 | 66,644,921 | |||||
Beginning balance at Apr. 28, 2019 | 695,226 | $ 785 | 437,278 | 588,224 | (327,442) | (3,619) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net income | 5,366 | 5,366 | ||||
Other comprehensive loss | (122) | (122) | ||||
Stock-based compensation | 8,526 | 8,526 | ||||
Repurchase of outstanding common stock (in shares) | (446,270) | |||||
Repurchase of outstanding common stock | (20,000) | (20,000) | ||||
Treasury stock reissued (in shares) | 116,282 | |||||
Treasury stock reissued | $ 544 | (1,088) | 1,632 | |||
Ending balance (in shares) at Jul. 28, 2019 | 66,314,933 | 66,314,933 | ||||
Ending balance at Jul. 28, 2019 | $ 689,540 | $ 785 | $ 444,716 | $ 593,590 | $ (345,810) | $ (3,741) |
Condensed Consolidated Statem_4
Condensed Consolidated Statements Of Cash Flows - USD ($) $ in Thousands | 6 Months Ended | |
Jul. 28, 2019 | Jul. 29, 2018 | |
Cash flows from operating activities: | ||
Net income | $ 18,660 | $ 37,551 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation and amortization | 20,543 | 24,540 |
Accretion of deferred financing costs and debt discount | 247 | 269 |
Deferred income taxes | 3,253 | (14,870) |
Share-based compensation and warrant costs | 19,974 | 49,481 |
Loss on disposition of assets | 426 | 11 |
Earn-out liabilities | (2,161) | (900) |
Equity in net losses of equity method investments | 243 | 58 |
Corporate owned life insurance, net | 756 | 645 |
Changes in assets and liabilities: | ||
Accounts receivable, net | 20,580 | (20,653) |
Inventories | (11,381) | 13,020 |
Other assets | (6,950) | 4,190 |
Accounts payable | (2,256) | 2,626 |
Accrued liabilities | (18,057) | (6,414) |
Deferred revenue | 16 | (53) |
Income taxes payable | (2,105) | (1,697) |
Other liabilities | (1,695) | (3,437) |
Net cash provided by operating activities | 40,093 | 84,367 |
Cash flows from investing activities: | ||
Proceeds from sales of property, plant and equipment | 143 | 10 |
Purchase of property, plant and equipment | (16,893) | (9,821) |
Purchase of investments | (7,692) | (5,595) |
Acquisition, net of cash acquired | 0 | (7,321) |
Proceeds from sale of investments | 0 | 1,601 |
Net cash used in investing activities | (24,442) | (21,126) |
Cash flows from financing activities: | ||
Payments of term loans | (9,375) | (7,500) |
Payment for employee share-based compensation payroll taxes | (13,401) | (10,640) |
Proceeds from exercise of stock options | 2,954 | 8,048 |
Repurchase of outstanding common stock | (20,110) | (49,738) |
Net cash used in financing activities | (39,932) | (59,830) |
Net (decrease) increase in cash and cash equivalents | (24,281) | 3,411 |
Cash and cash equivalents at beginning of period | 312,120 | 307,923 |
Cash and cash equivalents at end of period | 287,839 | 311,334 |
Supplemental disclosure of cash flow information | ||
Income taxes paid | 7,580 | 2,939 |
Interest paid | 4,348 | 3,900 |
Non-cash items | ||
Capital expenditures in accounts payable | $ 2,024 | $ 2,314 |
Organization and Basis of Prese
Organization and Basis of Presentation | 6 Months Ended |
Jul. 28, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Basis of Presentation | Organization and Basis of Presentation Nature of Business Semtech Corporation (together with its consolidated subsidiaries, the "Company" or "Semtech") is a global supplier of analog and mixed-signal semiconductors and advanced algorithms. The end customers for the Company’s products are primarily original equipment manufacturers ("OEMs") that produce and sell electronics. The Company designs, develops and markets a wide range of products for commercial applications, the majority of which are sold into the enterprise computing, communications, high-end consumer and industrial end-markets. Enterprise Computing: datacenters, passive optical networks, desktops, notebooks, servers, monitors, printers and other computer peripherals. Communications: base stations, optical networks, carrier networks, switches and routers, cable modems, wireless local area network ("LAN") and other communication infrastructure equipment. High-End Consumer: handheld products, smartphones, wireless charging, set-top boxes, digital televisions, monitors and displays, tablets, wearables, digital video recorders and other consumer equipment. Industrial: analog and digital video broadcast equipment, video-over-IP solutions, automated meter reading, Internet of Things ("IoT"), smart grid, wireless charging, military and aerospace, medical, security systems, automotive, industrial and home automation and other industrial equipment. Fiscal Year The Company reports results on the basis of 52 and 53 week periods and ends its fiscal year on the last Sunday in January. The other quarters generally end on the last Sunday of April, July and October. All quarters consist of 13 weeks except for one 14 -week period in the fourth quarter of 53 -week years. The second quarters of fiscal years 2020 and 2019 each consisted of 13 weeks. Principles of Consolidation The accompanying interim unaudited condensed consolidated financial statements have been prepared by the Company, in accordance with accounting principles generally accepted in the United States ("GAAP") and on the same basis as the audited consolidated financial statements included in the Company’s Annual Report on Form 10-K for the fiscal year ended January 27, 2019 ("Annual Report"). In the opinion of the Company, these interim unaudited condensed consolidated financial statements contain all adjustments (consisting of normal recurring adjustments) necessary to present fairly, in all material respects, the financial position of the Company for the interim periods presented. All intercompany balances have been eliminated. Certain information and footnote disclosures normally included in annual consolidated financial statements have been condensed or omitted pursuant to the rules and regulations of the U.S. Securities and Exchange Commission. Because the interim unaudited condensed consolidated financial statements do not include all of the information and notes required by GAAP for a complete set of consolidated financial statements, they should be read in conjunction with the audited consolidated financial statements and notes included in the Company's Annual Report. The results reported in these interim unaudited condensed consolidated financial statements should not be regarded as indicative of results that may be expected for any subsequent period or for the entire year. The Company’s interim unaudited condensed consolidated statements of income are referred to herein as the "Statements of Income." The Company’s interim unaudited condensed consolidated balance sheets are referred to herein as the "Balance Sheets" and interim unaudited condensed consolidated statements of cash flows as the "Statements of Cash Flows." Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Acquisitions On May 2, 2018, the Company acquired substantially all the assets of IC Interconnect, Inc. (“ICI”) for an aggregate purchase price of approximately $7.4 million . The addition of ICI is aimed at further enhancing the Company’s U.S. research and development capabilities for its next-generation Z-Pak TM platform. $4.9 million was attributed to goodwill (see Note 7 ) and $2.5 million was attributed to the estimated fair values of the tangible net assets acquired. The goodwill is deductible for tax purposes. The transaction was accounted for as a business combination. Net revenues, earnings, and pro forma results of operations have not been presented because they are not material to the Company’s consolidated financial statements. Settlements On August 1, 2018, the Company announced the settlement of a lawsuit filed against HiLight Semiconductor Limited and related individual defendants in accordance with which the Company was paid approximately $9.0 million to cover damages for claims, costs and attorneys' fees. The Company recorded gains of $6.7 million and $1.3 million in the second and third quarters of fiscal year 2019, respectively, and $1.0 million in the first quarter of fiscal year 2020 for recoveries related to this settlement. All recoveries were presented in "Selling, general and administrative" ("SG&A") in the Statements of Income in the respective periods in which the cash was received. Recent Accounting Standards Adopted In February 2016, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2016-02, Leases (Topic 842), to increase transparency and comparability among organizations by requiring the recognition of right-of-use ("ROU") assets and lease liabilities in the balance sheet. Most prominent among the changes in the standard is the recognition of ROU assets and lease liabilities by lessees for those leases classified as operating leases. Under the standard, disclosures are required to meet the objective of enabling users of financial statements to assess the amount, timing, and uncertainty of cash flows arising from leases. In July 2018, the FASB issued additional guidance on the accounting for leases. The guidance provides companies with another transition method by allowing entities to recognize a cumulative-effect adjustment to the opening balance of retained earnings as of the date of adoption. Under this method, financial information related to periods prior to adoption will be as originally reported under Accounting Standards Codification ("ASC") 840, Leases. Upon adoption as of January 28, 2019, the Company recorded ROU assets of $13.0 million and lease liabilities of $13.8 million . There was no other impact from the adoption. The difference between the ROU assets and lease liabilities primarily represents the existing deferred rent liabilities balance, resulting from historical straight-lining of operating leases, which was reclassified upon adoption to reduce the measurement of the ROU assets. The adoption of the standard did not have an impact on the Company’s shareholder's equity and did not have a material impact on the Company’s results from operations and cash flows. The new standard provides several optional practical expedients in transition. The Company elected a transition package of three practical expedients permitted within the standard, which eliminates the requirements to reassess prior conclusions about lease identification, lease classification, and initial direct costs. The Company elected the hindsight practical expedient, which permits the use of hindsight when determining lease term and impairment of ROU assets. The Company also made accounting policy elections, including a short-term lease exception policy, permitting it to not apply the recognition requirements of this standard to short-term leases (i.e. leases with terms of 12 months or less), and an accounting policy to account for lease and non-lease components as a single component for equipment leases. In February 2018, the FASB issued ASU No. 2018-02, Income Statement-Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income (AOCI), which gives entities the option to reclassify to retained earnings the tax effects resulting from the Tax Cuts and Jobs Act (“Tax Act”) related to items in AOCI that the FASB refers to as having been stranded in AOCI. The new guidance may be applied retrospectively to each period in which the effect of the Tax Act is recognized in the period of adoption. The Company must adopt this guidance for fiscal years beginning after December 15, 2018 and interim periods within those fiscal years. Early adoption is permitted for periods for which financial statements have not yet been issued or made available for issuance, including the period the Tax Act was enacted. The guidance, when adopted, requires new disclosures regarding a company’s accounting policy for releasing the tax effects in AOCI and provides the Company the option to reclassify to retained earnings the tax effects resulting from the Tax Act that are stranded in AOCI. The Company adopted this guidance in the first quarter of fiscal year 2020. Adoption of this guidance did not have a material impact on the Company's consolidated financial statements. In August 2017, the FASB issued ASU No. 2017-12, Derivatives and Hedging (Topic 815). The new standard is designed to refine and expand hedge accounting for both financial (e.g., interest rate) and commodity risks. Its provisions create more transparency around how economic results are presented, both on the face of the financial statements and in the footnotes. It also makes certain targeted improvements to simplify the application of hedge accounting guidance. The new standard is effective for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years. Early adoption, including adoption in an interim period, is permitted. The Company adopted this guidance in the first quarter of fiscal year 2020. Adoption of this guidance did not have a material impact on the Company's consolidated financial statements. |
Earnings Per Share
Earnings Per Share | 6 Months Ended |
Jul. 28, 2019 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | Earnings per Share The computation of basic and diluted earnings per common share was as follows: Three Months Ended Six Months Ended (in thousands, except per share amounts) July 28, 2019 July 29, 2018 July 28, 2019 July 29, 2018 Net income $ 5,366 $ 25,169 $ 18,660 $ 37,551 Weighted average common shares outstanding - basic 66,519 66,063 66,312 66,194 Dilutive effect of share-based compensation 1,227 2,817 1,502 2,234 Weighted average common shares outstanding - diluted 67,746 68,880 67,814 68,428 Basic earnings per common share $ 0.08 $ 0.38 $ 0.28 $ 0.57 Diluted earnings per common share $ 0.08 $ 0.37 $ 0.28 $ 0.55 Anti-dilutive shares not included in the above calculations 525 202 443 364 Diluted earnings per common share incorporates the incremental shares issuable, calculated using the treasury stock method, upon the assumed exercise of non-qualified stock options and the vesting of restricted stock units and performance unit awards if certain conditions have been met, but excludes such incremental shares that would have an anti-dilutive effect. |
Share-Based Compensation
Share-Based Compensation | 6 Months Ended |
Jul. 28, 2019 | |
Share-based Payment Arrangement, Noncash Expense [Abstract] | |
Share-Based Compensation | Share-Based Compensation Financial Statement Effects and Presentation Pre-tax share-based compensation was included in the Statements of Income as follows: Three Months Ended Six Months Ended (in thousands) July 28, 2019 July 29, 2018 July 28, 2019 July 29, 2018 Revenue offset $ — $ — $ — $ 21,501 Cost of sales 402 306 829 633 Selling, general and administrative 6,082 11,378 14,426 22,840 Product development and engineering 2,162 2,282 4,719 4,507 Total share-based compensation $ 8,646 $ 13,966 $ 19,974 $ 49,481 Warrant On October 5, 2016, the Company issued a warrant (the "Warrant") to Comcast Cable Communications Management LLC ("Comcast") to purchase up to 1,086,957 shares (the "Warrant Shares") of the common stock of Semtech Corporation. The Warrant was issued by the Company to Comcast in connection with an agreement between the parties regarding the intended trial deployment by Comcast of a low-power wide-area network in the U.S., based on the Company’s LoRa® devices and wireless radio frequency technology. The Warrant was accounted for as equity and the cost was recognized as an offset to net sales over the respective performance period. The Warrant consisted of five performance tranches. The cost associated with each tranche had been recognized based on the fair value at each reporting date until vesting, which was the measurement date. On April 27, 2018, the Company accelerated the vesting of the remaining 586,956 unvested shares from the Warrant ("Acceleration Event"), resulting in the full recognition of the remaining costs to be recognized for the Warrant. For the six-month period ended July 29, 2018, the revenue offset reflects the cost associated with the Warrant of $21.5 million , including $15.9 million related to the Acceleration Event. As of January 27, 2019, the Warrant was fully-vested and exercisable for a total of 869,565 shares, with no additional costs to be recognized in future periods. The Warrant was fully exercised and no longer outstanding as of March 15, 2019. Performance-Based Restricted Stock Units The Company grants performance-based restricted stock units to select employees. These awards have a performance condition in addition to a service condition. The performance-based restricted stock units are valued as of the measurement date and expense is recognized on a straight line basis for the awards expected to vest based on the probability of attainment of the performance condition for each separately vesting portion of the award. In the first quarter of fiscal year 2020 , the Company granted 106,000 performance-based restricted stock units that have a pre-defined market condition and a service condition that are accounted for as equity awards. The market condition is determined based upon the Company’s total stockholder return ("TSR") benchmarked against the TSR of the S&P SPDR Semiconductor ETF (NYSE:XSD) over a one , two and three year period ( one-third of the awards vesting each performance period ). The fiscal year 2020 award recipients must be employed for the entire performance period and be an active employee at the time of vesting of the awards. The Company used a Monte Carlo simulation to determine the grant-date fair value for these awards, which takes into consideration the possible outcomes pertaining to the TSR market condition. The grant-date fair value per unit of the awards granted in the first quarter of fiscal year 2020 for each one, two and three year performance periods was $55.82 , $59.36 and $61.45 , respectively. In the first quarter of fiscal year 2020, the Company granted to the CEO, 160,000 performance-based restricted stock units that have a pre-defined market condition and a service condition that are accounted for as equity awards. The market condition is determined based upon the Company’s TSR benchmarked against the TSR of the S&P SPDR Semiconductor ETF (NYSE:XSD) over a one , two , three and four year period ( one-fourth of the awards vesting each performance period ). The CEO must be employed for the entire performance period and be an active employee at the time of vesting of the awards. The Company used a Monte Carlo simulation to determine the grant-date fair value for these awards, which takes into consideration the possible outcomes pertaining to the TSR market condition. The grant-date fair value per unit of the awards granted in the first quarter of fiscal year 2020 for each one, two, three and four year performance periods was $55.82 , $59.36 , $61.45 and $62.98 , respectively. Market Performance Restricted Stock Units On March 5, 2019, the Company granted its CEO 320,000 restricted stock units with a market performance condition. The award is eligible to vest during the period commencing March 5, 2019, and ending March 5, 2024 (the "Performance Period") as follows: 30% of the restricted stock units covered by the award will vest if, during any consecutive 30 trading day period that commences and ends during the Performance Period, the average per-share closing price of the Company’s common stock equals or exceeds $71.00 ("Tranche 1") and the remaining 70% of the restricted stock units covered by the award will vest if, during any consecutive 30 trading day period that commences and ends during the Performance Period, the average per-share closing price of the Company’s common stock equals or exceeds $95.00 ("Tranche 2"). The award will also vest if a majority change in control of the Company occurs during the Performance Period and, in connection with such event, the Company’s stockholders become entitled to receive per-share consideration equal to or in excess of the per-share performance targets. Specifically, if stockholders become entitled to receive per-share consideration equal to or in excess of $71.00 , then 30% of the award will vest and become nonforfeitable. If the per share consideration is greater than $71.00 , but less than $95.00 , then 30% of the award and a pro-rata percentage of the remaining 70% of the award will vest and become nonforfeitable. If the per share consideration is equal to or greater than $95.00 , the entire award will vest and become nonforfeitable. The grant-date fair value per unit of the awards was determined to be $44.32 and $33.19 for Tranche 1 and Tranche 2, respectively, by application of the Monte Carlo simulation model. The following tables summarize the assumptions used in the Monte Carlo simulation model to determine the fair value of restricted stock units granted in fiscal year 2020 for both Tranche 1 and Tranche 2. Tranche 1 Tranche 2 Expected life, in years 1.0 2.1 Estimated volatility 34.3 % 34.3 % Dividend yield — % — % Risk-free interest rate 2.5 % 2.5 % Weighted-average fair value on grant date $ 44.32 $ 33.19 Award Modifications In the first quarter of fiscal year 2019, the Company modified the terms of 159,000 fully vested shares held by 8 employees. As a result of the modification, additional compensation cost of $2.8 million was recognized during the first quarter of fiscal year 2019. |
Investments
Investments | 6 Months Ended |
Jul. 28, 2019 | |
Investments [Abstract] | |
Investments | Investments The following table summarizes the values of the Company’s available-for-sale securities: July 28, 2019 January 27, 2019 (in thousands) Market Value Adjusted Cost Gross Unrealized Gain Market Value Adjusted Cost Gross Unrealized Gain Convertible debt $ 7,922 $ 7,922 $ — $ 3,105 $ 3,105 $ — Total available-for-sale securities $ 7,922 $ 7,922 $ — $ 3,105 $ 3,105 $ — The following table summarizes the maturities of the Company’s available-for-sale securities: July 28, 2019 January 27, 2019 (in thousands) Market Value Adjusted Cost Market Value Adjusted Cost Within 1 year $ 1,013 $ 1,013 $ 3,105 $ 3,105 After 1 year through 5 years 6,909 6,909 — — Total available-for-sale securities $ 7,922 $ 7,922 $ 3,105 $ 3,105 The Company's available-for-sale securities consisted of investments in convertible debt instruments issued by privately-held companies. The available-for-sale securities with maturities within one year were included in "Other current assets" and with maturities greater than one year were included in "Other assets" in the Balance Sheets. The Company's available-for-sale securities during the second quarter of fiscal year 2020 included a $3.2 million convertible note that has a maturity date of December 15, 2020 and an interest rate of 12% |
Fair Value Measurements
Fair Value Measurements | 6 Months Ended |
Jul. 28, 2019 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Fair Value Measurements The following fair value hierarchy is applied for disclosure of the inputs used to measure fair value and prioritizes the inputs into three levels as follows: Level 1 —Quoted prices in active markets for identical assets or liabilities; Level 2 —Observable inputs other than Level 1 prices, such as quoted prices for similar assets and liabilities in active markets or other inputs that are observable for the assets or liabilities, either directly or indirectly; Level 3 —Unobservable inputs based on the Company’s own assumptions, requiring significant management judgment or estimation. Instruments Measured at Fair Value on a Recurring Basis Financial assets and liabilities measured and recorded at fair value on a recurring basis were presented in the Balance Sheets as follows: Fair Value as of July 28, 2019 Fair Value as of January 27, 2019 (in thousands) Total (Level 1) (Level 2) (Level 3) Total (Level 1) (Level 2) (Level 3) Financial assets: Convertible debt $ 7,922 $ — $ — $ 7,922 $ 3,105 $ — $ — $ 3,105 Derivative financial instruments — — — — 69 — 69 — Total financial assets $ 7,922 $ — $ — $ 7,922 $ 3,174 $ — $ 69 $ 3,105 Financial liabilities: AptoVision Earn-out $ — $ — $ — $ — $ 2,161 $ — $ — $ 2,161 Cycleo Earn-out 462 — — 462 462 — — 462 Derivative financial instruments 225 — 225 — — — — — Total financial liabilities $ 687 $ — $ 225 $ 462 $ 2,623 $ — $ — $ 2,623 During the six months ended July 28, 2019 , the Company had no transfers of financial assets or liabilities between Level 1, Level 2 or Level 3. As of July 28, 2019 and January 27, 2019 , the Company had not elected the fair value option for any financial assets and liabilities for which such an election would have been permitted. The fair values of the foreign currency forward contracts are valued using Level 2 inputs. Foreign currency forward contracts are valued using readily available foreign currency forward and interest rate curves. The fair value of each contract is determined by comparing the contract rate to the forward rate and discounting to the present value. Contracts in a gain position are recorded in "Other current assets" in the Balance Sheets and the value of contracts in a loss position are recorded in "Accrued liabilities" in the Balance Sheets. See Note 15 for further discussion of the Company’s derivative instruments. The convertible debt investments are valued utilizing a combination of estimates of the discounted cash flows associated with the debt and the fair value of the equity into which the debt may be converted (Level 3 inputs). The AptoVision Earn-out liability (see Note 11 ) is valued utilizing estimates of annual revenue, adjusted earnings and product development targets (Level 3 inputs) through July 2020. These estimates represent inputs for which market data is not available and are developed using the best information available about the assumptions that market participants would use when pricing the liability. The Cycleo Earn-out liability (see Note 11 ) is valued utilizing estimates of annual revenue and operating income (Level 3 inputs) through April 2020. These estimates represent inputs for which market data is not available and are developed using the best information available about the assumptions that market participants would use when pricing the liability. The Company measures contingent earn-out liabilities at fair value on a recurring basis using significant unobservable inputs classified within Level 3 of the fair value hierarchy. The Company uses a Monte Carlo valuation method as a valuation technique to determine the value of the earn-out liability. The significant unobservable inputs used in the fair value measurements are revenue projections over the earn-out period, and the probability outcome percentages assigned to each scenario. Significant increases or decreases to either of these inputs in isolation would result in a significantly higher or lower liability, with a higher liability capped by the contractual maximum of the contingent earn-out obligation. Ultimately, the liabilities will be equivalent to the amount paid, and the difference between the fair value estimate and amount paid will be recorded in earnings. For the Cycleo Earn-out and AptoVision Earn-out, these companies have business profiles comparable to a start-up company. Accordingly, their respective revenue projections are subject to significant revisions. This characteristic can result in volatile changes to the measurement of fair value for a given earn-out. The Company reviews and re-assesses the estimated fair value of contingent consideration on a recurring basis, and the updated fair value could differ materially from the previous estimates. Adjustments to the estimated fair value related to changes in all other unobservable inputs are reported in operating income. A reconciliation of the change in the earn-out liability during the six months ended July 28, 2019 is as follows: (in thousands) AptoVision Cycleo Total Balance at January 27, 2019 $ 2,161 $ 462 $ 2,623 Changes in the fair value of contingent earn-out obligations (2,161 ) — (2,161 ) Balance at July 28, 2019 $ — $ 462 $ 462 Instruments Not Recorded at Fair Value on a Recurring Basis Some of the Company’s financial instruments are not measured at fair value on a recurring basis, but are recorded at amounts that approximate fair value due to their liquid or short-term nature. Such financial assets and financial liabilities include: cash and cash equivalents including money market deposits, net receivables, certain other assets, accounts payable, accrued expenses, accrued personnel costs, and other current liabilities. The Company’s long-term debt is not recorded at fair value on a recurring basis, but is measured at fair value for disclosure purposes. The fair value of the Company’s Term Loans (as defined in Note 8 ) was $105.9 million and $115.3 million as of July 28, 2019 and January 27, 2019 , respectively. The fair value of the Company's Revolving Loans (as defined in Note 8 ) was $97.0 million as of both July 28, 2019 and January 27, 2019 . These fair values are based on Level 2 inputs as they were derived from quoted rates from banks for transactions with similar amounts, maturities, credit ratings and payment terms, which determined that the carrying amounts of the Company's Term Loans and Revolving Loans approximate fair value. Assets and Liabilities Recorded at Fair Value on a Non-Recurring Basis The Company reduces the carrying amounts of its goodwill, intangible assets, long-lived assets and non-marketable equity securities to fair value when held for sale or determined to be impaired. For the Company's investments in non-marketable equity interests, the Company has not identified events or changes in circumstances that may have a significant adverse effect on the fair value of its equity investments during the first six months of fiscal year 2020 |
Inventories
Inventories | 6 Months Ended |
Jul. 28, 2019 | |
Inventory Disclosure [Abstract] | |
Inventories | Inventories Inventories, consisting of material, material overhead, labor, and manufacturing overhead, are stated at the lower of cost (first-in, first-out) or market and consisted of the following: (in thousands) July 28, 2019 January 27, 2019 Raw materials $ 2,271 $ 2,057 Work in progress 52,863 44,530 Finished goods 19,926 17,092 Inventories $ 75,060 $ 63,679 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 6 Months Ended |
Jul. 28, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets | Goodwill and Intangible Assets Goodwill Changes in the carrying amount of goodwill by applicable reporting unit were as follows: (in thousands) Signal Integrity Wireless and Sensing Protection Total Balance at January 27, 2019 $ 274,085 $ 72,128 $ 4,928 $ 351,141 Additions — — — — Balance at July 28, 2019 $ 274,085 $ 72,128 $ 4,928 $ 351,141 (in thousands) Signal Integrity Wireless and Sensing Protection Total Balance at January 28, 2018 $ 274,085 $ 67,812 $ — $ 341,897 Additions — — 4,834 4,834 Balance at July 29, 2018 $ 274,085 $ 67,812 $ 4,834 $ 346,731 The reporting units are the same as the operating segments, which are part of a single reportable segment (see Note 13 ). Goodwill is tested for impairment at the reporting unit level during the fourth quarter of each fiscal year. In addition to its annual review, the Company performs a test of impairment when indicators of impairment are present. As of July 28, 2019 , there was no indication of impairment of the Company's goodwill balances. Purchased Intangibles The following table sets forth the Company’s finite-lived intangible assets resulting from business acquisitions, which continue to be amortized: July 28, 2019 January 27, 2019 (in thousands) Estimated Useful Life Gross Carrying Amount Accumulated Amortization Net Carrying Amount Gross Carrying Amount Accumulated Amortization Net Carrying Amount Core technologies 5-8 years $ 88,088 $ (64,337 ) $ 23,751 $ 167,930 $ (136,544 ) $ 31,386 Customer relationships 3-10 years 6,001 (4,546 ) 1,455 34,031 (31,159 ) 2,872 Total finite-lived intangible assets $ 94,089 $ (68,883 ) $ 25,206 $ 201,961 $ (167,703 ) $ 34,258 Amortization expense of finite-lived intangible assets recorded in the Statements of Income for each period was as follows: Three Months Ended Six Months Ended (in thousands) July 28, 2019 July 29, 2018 July 28, 2019 July 29, 2018 Core technologies $ 3,475 $ 5,047 $ 7,634 $ 10,575 Customer relationships 433 1,433 1,417 2,866 Total amortization expense $ 3,908 $ 6,480 $ 9,051 $ 13,441 Future amortization expense of finite-lived intangible assets is expected as follows: (in thousands) Fiscal Year Ending: Core Technologies Customer Relationships Total 2020 (remaining six months) $ 6,604 $ 866 $ 7,470 2021 7,389 589 7,978 2022 4,655 — 4,655 2023 3,714 — 3,714 2024 1,389 — 1,389 Thereafter — — — Total expected amortization expense $ 23,751 $ 1,455 $ 25,206 The following table sets forth the Company’s indefinite-lived intangible assets resulting from additions to in-process research and development: (in thousands) Net Carrying Value Value at January 27, 2019 $ 2,300 In-process research and development through acquisitions — Value at July 28, 2019 $ 2,300 Indefinite-lived intangible assets are tested for impairment annually on the first day of the fourth quarter or more frequently if events or changes in circumstances (each, a “triggering event”) would more likely than not reduce the carrying value of the asset below its fair value, calculated as the future discounted cash flows that asset is expected to generate. Management did not identify any triggering events during the six months ended July 28, 2019 , that would require an interim impairment analysis. |
Long-Term Debt
Long-Term Debt | 6 Months Ended |
Jul. 28, 2019 | |
Debt Instruments [Abstract] | |
Long-Term Debt | Long-Term Debt Long-term debt and the current period interest rates were as follows: Balance as of (in thousands) July 28, 2019 January 27, 2019 Term loans $ 105,938 $ 115,312 Revolving loans 97,000 97,000 Total debt 202,938 212,312 Current portion, net (18,294 ) (18,269 ) Total long-term debt 184,644 194,043 Debt issuance costs (952 ) (1,198 ) Total long-term debt, net of debt issuance costs $ 183,692 $ 192,845 Weighted-average interest rate 3.90 % 4.14 % On November 15, 2016, the Company, with certain of its domestic subsidiaries as guarantors, entered into an amended and restated credit agreement with the lenders party thereto and HSBC Bank USA, National Association, as administrative agent, swing line lender and letter of credit issuer, consisting of senior secured term loans in an aggregate principal amount of $150.0 million (the "Term Loans") and senior secured revolving commitments in an aggregate principal amount of $250.0 million (the “Revolving Loans” and together with the Term Loans, the "Credit Facility"). The Credit Facility is scheduled to mature on November 12, 2021. The outstanding principal balance of the Term Loans is subject to repayment in quarterly installments. No amortization is required with respect to the Revolving Loans. As of July 28, 2019 , the Company was in compliance with all financial covenants required under the Credit Facility. Scheduled maturities of current and long-term Term Loans are as follows: (in thousands) Fiscal Year Ending: 2020 (remaining six months) $ 9,375 2021 19,688 2022 76,875 Total Term Loans $ 105,938 There are no scheduled principal payments for the Revolving Loans, which had outstanding borrowings of $97.0 million at July 28, 2019 , and are due on or before November 12, 2021. As of July 28, 2019 , the Company had $153.0 million of unused borrowing capacity under the Revolving Loans. Interest expense was comprised of the following components for the periods presented: Three Months Ended Six Months Ended (in thousands) July 28, 2019 July 29, 2018 July 28, 2019 July 29, 2018 Contractual interest $ 2,475 $ 2,067 $ 4,817 $ 4,121 Amortization of debt discount 86 94 174 190 Amortization of debt issuance costs 36 39 73 79 Total interest expense $ 2,597 $ 2,200 $ 5,064 $ 4,390 As of July 28, 2019 , there were no amounts outstanding under the letters of credit, swing line loans and alternative currency sub-facilities. |
Income Taxes
Income Taxes | 6 Months Ended |
Jul. 28, 2019 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes The Company’s effective tax rate differs from the statutory federal income tax rate of 21% primarily due to the regional mix of income and the impact of finalized regulations on the U.S. transition tax. The Company uses a two-step approach to recognize and measure uncertain tax positions ("UTP"). The first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates that it is more likely than not that the position will be sustained on audit, including resolution of related appeals or litigation processes, if any. 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. A reconciliation of the beginning and ending amount of gross unrecognized tax benefits (before the federal impact of state items) is as follows: (in thousands) Balance at January 27, 2019 $ 18,293 Additions/(decreases) based on tax positions related to the current fiscal year 6,614 Balance at July 28, 2019 $ 24,907 Included in the balance of gross unrecognized tax benefits at July 28, 2019 and January 27, 2019 are $11.0 million and $4.5 million , respectively, of net tax benefits (after the federal impact of state items), that, if recognized, would impact the effective tax rate, prior to consideration of any required valuation allowance. The liability for UTP is reflected in the Balance Sheets as follows: (in thousands) July 28, 2019 January 27, 2019 Deferred tax assets - non-current $ 12,569 $ 12,492 Other long-term liabilities 11,010 4,479 Total accrued taxes $ 23,579 $ 16,971 The Company’s policy is to include net interest and penalties related to unrecognized tax benefits in the "Provision for taxes" in the Statements of Income. Tax years prior to 2013 (the Company’s fiscal year 2014) are generally not subject to examination by the U.S. Internal Revenue Service ("IRS") except for items involving tax attributes that have been carried forward to tax years whose statute of limitations remains open. For state returns, the Company is generally not subject to income tax examinations for calendar years prior to 2012 (the Company’s fiscal year 2013). The Company has a significant tax presence in Switzerland for which Swiss tax filings have been examined through fiscal year 2018. The Company is also subject to routine examinations by various foreign tax jurisdictions in which it operates. The Company believes that adequate provisions have been made for any adjustments that may result from tax examinations. However, the outcome of tax audits cannot be predicted with certainty. If any issues addressed in the Company’s tax audits are resolved in a manner not consistent with the Company's expectations, the Company could be required to adjust its provision for income taxes in the period such resolution occurs. The Company’s regional income (loss) from continuing operations before taxes and equity in net losses of equity method investments was as follows: Three Months Ended Six Months Ended (in thousands) July 28, 2019 July 29, 2018 July 28, 2019 July 29, 2018 Domestic $ (6,426 ) $ (3,524 ) $ (14,894 ) $ (11,224 ) Foreign 20,590 34,802 40,451 37,405 Total $ 14,164 $ 31,278 $ 25,557 $ 26,181 |
Leases (Notes)
Leases (Notes) | 6 Months Ended |
Jul. 28, 2019 | |
Leases [Abstract] | |
Leases | Leases The Company has operating leases for real estate, vehicles, and office equipment. Real estate leases are used to secure office space for the Company's administrative, engineering, production support and manufacturing activities. The Company's leases have remaining lease terms of 1 to 7 years, some of which include options to extend the leases for up to 5 years, and some of which include options to terminate the leases within 1 year. The components of lease expense for the three and six months ended July 28, 2019 were as follows: (in thousands) Three Months Ended Six Months Ended Operating lease cost $ 1,214 2,428 Short-term lease cost 83 161 Sublease income (32 ) (65 ) Total lease cost $ 1,265 $ 2,524 Supplemental cash flow information for the six months ended July 28, 2019 related to leases was as follows: (in thousands) Cash paid for amounts included in the measurement of lease liabilities $ 2,560 Right-of-use assets obtained in exchange for new operating lease liabilities $ 25 Weighted-average remaining lease term - operating leases 4 years Weighted-average discount rate - operating leases 6.7 % Supplemental balance sheet information as of July 28, 2019 related to leases was as follows: (in thousands) Operating lease right-of-use assets (1) (2) $ 10,919 Other current liabilities (1) $ 4,011 Operating lease liabilities (1) 7,672 Total operating lease liabilities $ 11,683 (1) Operating lease right-of-use assets are included in "Other assets", other current liabilities are included in "Accrued liabilities" and operating lease liabilities are included in "Other long-term liabilities" in the Balance Sheets. (2) The difference between the ROU assets and lease liabilities primarily represents the existing deferred rent liabilities balance, resulting from historical straight-lining of operating leases, which was effectively reclassified upon adoption to reduce the measurement of the ROU assets. Maturities of lease liabilities as of July 28, 2019 are as follows: (in thousands) Fiscal Year Ending: 2020 (remaining six months) $ 2,531 2021 3,864 2022 2,492 2023 1,461 2024 1,191 2025 1,022 Thereafter 874 Total lease payments 13,435 Less: imputed interest (1,752 ) Total $ 11,683 As of July 28, 2019 , the Company has an additional operating lease, primarily for office space, that it has yet to occupy for a value of approximately $3.2 million . The operating lease will commence at the end of fiscal year 2020 with a lease term of 7 years . |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jul. 28, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments And Contingencies | Commitments and Contingencies In accordance with ASC 450-20, Loss Contingencies, the Company accrues an undiscounted liability for those contingencies where the incurrence of a loss is probable and the amount can be reasonably estimated. The Company also discloses the amount accrued and the amount of a reasonably possible loss in excess of the amount accrued, if such disclosure is necessary for its consolidated financial statements not to be misleading. The Company does not record liabilities when the likelihood that the liability has been incurred is probable but the amount cannot be reasonably estimated, or when the liability is believed to be only reasonably possible or remote. The Company evaluates, at least quarterly, developments in its legal matters that could affect the amount of liability that has been previously accrued, and makes adjustments as appropriate. Significant judgment is required to determine both probability and the estimated amount. The Company may be unable to estimate a possible loss or range of possible loss due to various reasons, including, among others: (i) if the damages sought are indeterminate; (ii) if the proceedings are in early stages, (iii) if there is uncertainty as to the outcome of pending appeals, motions or settlements, (iv) if there are significant factual issues to be determined or resolved, and (v) if there are novel or unsettled legal theories presented. In such instances, there is considerable uncertainty regarding the ultimate resolution of such matters, including a possible eventual loss, if any. Because the outcomes of litigation and other legal matters are inherently unpredictable, the Company’s evaluation of legal matters or proceedings often involves a series of complex assessments by management about future events and can rely heavily on estimates and assumptions. While the consequences of certain unresolved matters and proceedings are not presently determinable, and an estimate of the probable and reasonably possible loss or range of loss in excess of amounts accrued for such proceedings cannot be reasonably made, an adverse outcome from such proceedings could have a material adverse effect on the Company’s earnings in any given reporting period. However, in the opinion of management, after consulting with legal counsel, any ultimate liability related to current outstanding claims and lawsuits, individually or in the aggregate, is not expected to have a material adverse effect on the Company’s consolidated financial statements, as a whole. However, legal matters are inherently unpredictable and subject to significant uncertainties, some of which are beyond the Company’s control. As such, even though the Company intends to vigorously defend itself with respect to its legal matters, there can be no assurance that the final outcome of these matters will not materially and adversely affect the Company’s business, financial condition, operating results, or cash flows. From time to time, the Company is involved in various claims, litigation, and other legal actions that are normal to the nature of its business, including with respect to IP, contract, product liability, employment, and environmental matters. In the opinion of management, after consulting with legal counsel, any ultimate liability related to current outstanding claims and lawsuits, individually or in the aggregate, is not expected to have a material adverse effect on the Company’s consolidated financial statements, as a whole. The Company’s currently pending legal matters of note are discussed below: Environmental Matters The Company vacated a former facility in Newbury Park, California in 2002, but continues to address groundwater and soil contamination at the site. The Company’s efforts to address site conditions have been at the direction of the Los Angeles Regional Water Quality Control Board (“RWQCB”). In October 2013, an order was issued including a scope of proposed additional site work, monitoring, and proposed remediation activities. The Company has been complying with RWQCB orders and direction, and has implemented an approved remedial action plan addressing the soil, groundwater, and soil vapor at the site. The Company has accrued liabilities where it is probable that a loss will be incurred and the cost or amount of loss can be reasonably estimated. Based on the latest determinations by the RWQCB and the most recent actions taken pursuant to the remedial action plan, the Company estimates the range of probable loss between $5.9 million and $7.5 million . To date, the Company has made $3.7 million in payments towards the remedial action plan and, as of July 28, 2019 , has a remaining accrual of $2.2 million related to this matter. Given the uncertainties associated with environmental assessment and the remediation activities, the Company is unable to determine a best estimate within the range of loss. Therefore, the Company has recorded the minimum amount of probable loss. These estimates could change as a result of changes in planned remedial actions, further actions from the regulatory agency, remediation technology, and other factors. Indemnification The Company has entered into agreements with its current and former executives and directors indemnifying them against certain liabilities incurred in connection with the performance of their duties. The Company’s Certificate of Incorporation and Bylaws contain comparable indemnification obligations with respect to the Company’s current directors and employees. Product Warranties The Company’s general warranty policy provides for repair or replacement of defective parts. In some cases, a refund of the purchase price is offered. In certain instances, the Company has agreed to other or additional warranty terms, including indemnification provisions. The product warranty accrual reflects the Company’s best estimate of probable liability under its product warranties. The Company accrues for known warranty issues if a loss is probable and can be reasonably estimated, and accrues for estimated incurred but unidentified issues based on historical experience. Historically, warranty expense and the related accrual has been immaterial to the Company’s consolidated financial statements. Deferred Compensation The Company maintains a deferred compensation plan for certain officers and key executives that allow participants to defer a portion of their compensation for future distribution at various times permitted by the plan. This plan provides for a discretionary Company match up to a defined portion of the employee's deferral, with any match subject to a vesting period. The Company's liability for the deferred compensation plan is presented below: (in thousands) July 28, 2019 January 27, 2019 Accrued liabilities $ 1,403 $ 2,203 Other long-term liabilities 30,953 27,251 Total deferred compensation liabilities under this plan $ 32,356 $ 29,454 The Company has purchased whole life insurance on the lives of certain current deferred compensation plan participants. This Company-owned life insurance is held in a grantor trust and is intended to cover a majority of the Company's costs of the deferred compensation plan. The cash surrender value of the Company-owned life insurance was $22.7 million and $20.4 million as of July 28, 2019 and January 27, 2019 , respectively, and is included in "Other assets" in the Balance Sheets. Earn-out Liability Pursuant to the terms of an amended earn-out arrangement ("Cycleo Earn-out") with the former shareholders of Cycleo SAS ("Cycleo Earn-out Beneficiaries"), which the Company acquired in March 2012, as of July 28, 2019 , the Company potentially may make payments totaling up to approximately $11.3 million based on the achievement of a combination of certain revenue and operating income milestones over a defined period ("Cycleo Defined Earn-out Period"). The Cycleo Defined Earn-out Period covers the period April 27, 2015 to April 26, 2020. For certain of the Cycleo Earn-out Beneficiaries, payment of the earn-out liability is contingent upon continued employment and is accounted for as post-acquisition compensation expense over the service period. The portion of the earn-out liability that is not dependent on continued employment is not considered as compensation expense. The Company has recorded a liability for the Cycleo Earn-out of $4.8 million and $4.5 million as of July 28, 2019 and January 27, 2019 , respectively. Pursuant to the terms of an earn-out arrangement ("AptoVision Earn-out") with the former shareholders of AptoVision, which the Company acquired in July 2017, as of July 28, 2019 , the Company potentially may make payments totaling up to approximately $35.3 million based on the achievement of a combination of certain net revenue, adjusted earnings and product development targets measured from the acquisition date through July 26, 2020. The Company fully released its liability for the AptoVision Earn-out during the six months ended July 28, 2019 based on the Company's assessment of performance. A summary of earn-out liabilities, included in "Accrued liabilities" and "Other long-term liabilities" in the Balance Sheets, by classification follows: Balance at July 28, 2019 Balance at January 27, 2019 (in thousands) Cycleo AptoVision Total Cycleo AptoVision Total Compensation expense $ 4,367 $ — $ 4,367 $ 4,052 $ — $ 4,052 Not conditional upon continued employment 462 — 462 462 2,161 2,623 Total liability $ 4,829 $ — $ 4,829 $ 4,514 $ 2,161 $ 6,675 Amount expected to be settled within twelve months $ 4,829 $ — $ 4,829 Restructuring From time to time, the Company takes steps to realign the business to focus on high-growth areas, provide customer value and make the Company more efficient. As a result, the Company has re-aligned resources and infrastructure predominantly related to its wireless charging business, which resulted in restructuring expense of $2.0 million and $2.1 million in the three and six months ended July 28, 2019 , respectively, which was included in "Selling, general and administrative" within the Statements of Income. The Company does not expect a material amount of expenses related to this restructuring in future periods. |
Concentration of Risk
Concentration of Risk | 6 Months Ended |
Jul. 28, 2019 | |
Risks and Uncertainties [Abstract] | |
Concentration of Risk | Concentration of Risk The following significant customers accounted for at least 10% of net sales in one or more of the periods indicated: Three Months Ended Six Months Ended (percentage of net sales) July 28, 2019 July 29, 2018 July 28, 2019 July 29, 2018 Trend-tek Technology Ltd (and affiliates) 14 % 13 % 13 % 13 % Frontek Technology Corporation (and affiliates) 10 % 13 % 10 % 10 % Arrow Electronics (and affiliates) 9 % 10 % 9 % 11 % Huawei Technologies Co., Ltd. (and affiliates) 5 % 9 % 10 % 7 % Samsung Electronics (and affiliates) 3 % 7 % 6 % 7 % Premier Technical Sales Korea, Inc. (and affiliates) (1) 8 % 4 % 7 % 5 % (1) Premier is a distributor with a concentration of sales to Samsung. The above percentages represent the Company's estimate of the sales activity related to Samsung that is passing through this distributor. The following table shows the customers that have an outstanding receivable balance that represents at least 10% of total net receivables as of the dates indicated: Balance as of (percentage of net sales) July 28, 2019 January 27, 2019 Frontek Technology Corporation (and affiliates) 12 % 10 % Trend-tek Technology Ltd (and affiliates) 12 % 11 % Outside Subcontractors and Suppliers The Company relies on a limited number of third-party subcontractors and suppliers for the production of silicon wafers, packaging and certain other tasks. Disruption or termination of supply sources or subcontractors, including due to natural disasters such as an earthquake or other causes, could delay shipments and could have a material adverse effect on the Company. Although there are generally alternate sources for these materials and services, qualification of the alternate sources could cause delays sufficient to have a material adverse effect on the Company. Several of the Company’s third-party subcontractors and suppliers, including third-party foundries that supply silicon wafers, are located in foreign countries, including China, Israel and Taiwan. A significant amount of the Company’s assembly and test operations are conducted by third-party contractors in China, Malaysia, Taiwan, Thailand, South Korea and the Philippines. During the three and six months ended July 28, 2019 , approximately 23% and 20% , respectively, of the Company’s silicon in terms of cost of wafers was supplied by a third-party foundry in China, and approximately 14% and 13% , respectively, of the Company’s silicon in terms of cost of wafers was supplied by a third-party foundry in Israel. During the three and six months ended July 29, 2018 , approximately 15% and 15% , respectively, of the Company’s silicon in terms of cost of wafers was supplied by a third-party foundry in China, and approximately 16% and 12% , respectively, of the Company’s silicon in terms of cost of wafers was supplied by a third-party foundry in Israel. These percentages could be higher in future periods. For the three and six months ended July 28, 2019 , authorized distributors accounted for approximately 72% and 67% , respectively, of the Company’s net sales, compared to approximately 67% for both the three and six months ended July 29, 2018 . Generally, the Company does not have long-term contracts with its distributors and most can terminate th eir agreement with little or no notice. For the second quarter of fiscal year 2020 |
Segment Information
Segment Information | 6 Months Ended |
Jul. 28, 2019 | |
Segment Reporting [Abstract] | |
Segment Information | Segment Information The Company’s CEO functions as the chief operating decision maker ("CODM"). The CODM makes operating decisions and assesses performance based on the Company's major product lines, which represent its operating segments. The Company has three operating segments—Protection, Signal Integrity, and Wireless and Sensing—that have similar economic characteristics and have been aggregated into one reportable segment identified as the "Semiconductor Products Group." The Company’s assets are commingled among the various operating segments and the CODM does not use asset information in making operating decisions or assessing performance. Therefore, the Company has not included asset information by segment in the segment disclosures below. Net sales by segment were as follows: Three Months Ended Six Months Ended (in thousands) July 28, 2019 July 29, 2018 July 28, 2019 July 29, 2018 Semiconductor Products Group $ 137,146 $ 163,211 $ 268,500 $ 293,640 Total $ 137,146 $ 163,211 $ 268,500 $ 293,640 The following table presents a reconciliation of operating income by segment to consolidated income before taxes. Historical amounts have been adjusted to conform to the current presentation: Three Months Ended Six Months Ended (in thousands) July 28, 2019 July 29, 2018 July 28, 2019 July 29, 2018 Semiconductor Products Group $ 31,505 $ 47,110 $ 60,133 $ 87,922 Operating income by segment 31,505 47,110 60,133 87,922 Items to reconcile segment operating income to consolidated income before taxes: Share-based compensation 8,646 13,966 19,974 49,481 Intangible amortization 3,908 6,480 9,051 13,441 Changes in the fair value of contingent earn-out obligations — (900 ) (2,161 ) (900 ) Restructuring and other reserves 2,571 85 2,711 431 Litigation cost, net of recoveries 799 (5,857 ) 725 (5,297 ) Transaction and integration related 33 400 1,468 927 Interest expense 2,597 2,200 5,064 4,390 Non-operating expense, net (1,213 ) (542 ) (2,256 ) (732 ) Income before taxes $ 14,164 $ 31,278 $ 25,557 $ 26,181 Information by Product Line The Company operates exclusively in the semiconductor industry and primarily within the analog and mixed-signal sector. The table below provides net sales activity by product line on a comparative basis: Three Months Ended Six Months Ended (in thousands, except percentages) July 28, 2019 July 29, 2018 July 28, 2019 July 29, 2018 Signal Integrity $ 55,094 40 % $ 68,802 42 % $ 105,350 39 % $ 134,401 45 % Wireless and Sensing 41,696 30 % 48,410 30 % 83,903 31 % 93,949 32 % Protection 40,356 30 % 45,999 28 % 79,247 30 % 86,791 30 % Other: Warrant Shares (1) — — % — — % — — % (21,501 ) (7 )% Total net sales $ 137,146 100 % $ 163,211 100 % $ 268,500 100 % $ 293,640 100 % (1) For the six-month period ended July 29, 2018, the revenue offset reflects the cost associated with the Warrant of $21.5 million , including $15.9 million related to the Acceleration Event (see Note 3 for discussion regarding Share-Based Compensation). Information by Sales Channel Three Months Ended Six Months Ended (in thousands) July 28, 2019 July 29, 2018 July 28, 2019 July 29, 2018 Distributor $ 99,138 $ 109,844 $ 180,280 $ 212,317 Direct 38,008 53,367 88,220 102,824 Other: Warrant Shares — — — (21,501 ) Total net sales $ 137,146 $ 163,211 $ 268,500 $ 293,640 Geographic Information The Company generates virtually all of its sales from its Semiconductor Products Group through sales of analog and mixed-signal devices. Net sales activity by geographic region was as follows: Three Months Ended Six Months Ended July 28, 2019 July 29, 2018 July 28, 2019 July 29, 2018 Asia-Pacific 74 % 75 % 76 % 72 % North America 16 % 19 % 14 % 28 % Europe 10 % 6 % 10 % 7 % Other: Warrant Shares — % — % — % (7 )% 100 % 100 % 100 % 100 % The Company attributes sales to a country based on the ship-to address. The table below summarizes sales activity to countries that represented greater than 10% of total net sales for at least one of the periods presented: Three Months Ended Six Months Ended (percentage of total sales) July 28, 2019 July 29, 2018 July 28, 2019 July 29, 2018 China (including Hong Kong) 52 % 56 % 52 % 53 % United States 9 % 10 % 10 % 12 % |
Stock Repurchase Program
Stock Repurchase Program | 6 Months Ended |
Jul. 28, 2019 | |
Equity [Abstract] | |
Stock Repurchase Program | Stock Repurchase Program The Company maintains a stock repurchase program that was initially approved by its Board of Directors in March 2008. The stock repurchase program does not have an expiration date and the Company’s Board of Directors has authorized expansion of the program over the years. The following table summarizes activity under the program for the presented periods: Three Months Ended Six Months Ended July 28, 2019 July 29, 2018 July 28, 2019 July 29, 2018 (in thousands, except number of shares) Shares Price Paid Shares Price Paid Shares Price Paid Shares Price Paid Shares repurchased under the stock repurchase program 446,270 $ 20,000 495,609 $ 24,413 448,481 $ 20,110 1,140,753 $ 49,738 On May 24, 2018, the Company's Board of Directors authorized the expansion of the stock repurchase program by $250.0 million . As of July 28, 2019 , the Company had repurchased $287.7 million in shares of its common stock under the program since inception and the remaining authorization under the program was $160.7 million . Under the program, the Company may repurchase its common stock at any time or from time to time, without prior notice, subject to market conditions and other considerations. The Company’s repurchases may be made through Rule 10b5-1 and/or Rule 10b-18 or other trading plans, open market purchases, privately negotiated transactions, block purchases or other transactions. The Company intends to fund repurchases under the program from cash on hand. The Company has no obligation to repurchase any shares under the program and may suspend or discontinue it at any time. |
Derivatives and Hedging Activit
Derivatives and Hedging Activities | 6 Months Ended |
Jul. 28, 2019 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative Instruments and Hedging Activities | Derivatives and Hedging Activities The Company is exposed to certain risk arising from both its business operations and economic conditions and principally manages its exposures to a wide variety of business and operational risks through management of its core business activities. The Company, on a routine basis and in the normal course of business, experiences expenses denominated in Swiss Franc, Canadian Dollar ("CAD") and Great British Pound ("GBP"). Such expenses expose the Company to exchange rate fluctuations between these foreign currencies and the U.S. Dollar ("USD"). The Company occasionally uses derivative financial instruments, in the form of forward contracts, to mitigate a portion of the risk associated with adverse movements in these foreign currency exchange rates during a twelve month window. Currency forward contracts involve fixing the exchange rate for delivery of a specified amount of foreign currency on a specified date. The Company’s accounting treatment for these instruments is based on whether or not the instruments are designated as a hedging instrument. The Company is currently applying hedge accounting to all foreign currency derivatives and has designated these hedges as cash flow hedges. At July 28, 2019 , the Company did not have a material amount of outstanding foreign exchange contracts. For the first six months of fiscal years 2020 and 2019 , the impact of the foreign exchange contracts was not material. |
Organization and Basis of Pre_2
Organization and Basis of Presentation (Policy) | 6 Months Ended |
Jul. 28, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Fiscal Year | Fiscal Year The Company reports results on the basis of 52 and 53 week periods and ends its fiscal year on the last Sunday in January. The other quarters generally end on the last Sunday of April, July and October. All quarters consist of 13 weeks except for one 14 -week period in the fourth quarter of 53 -week years. The second quarters of fiscal years 2020 and 2019 each consisted of 13 weeks. |
Principles of Consolidation | Principles of Consolidation The accompanying interim unaudited condensed consolidated financial statements have been prepared by the Company, in accordance with accounting principles generally accepted in the United States ("GAAP") and on the same basis as the audited consolidated financial statements included in the Company’s Annual Report on Form 10-K for the fiscal year ended January 27, 2019 ("Annual Report"). In the opinion of the Company, these interim unaudited condensed consolidated financial statements contain all adjustments (consisting of normal recurring adjustments) necessary to present fairly, in all material respects, the financial position of the Company for the interim periods presented. All intercompany balances have been eliminated. Certain information and footnote disclosures normally included in annual consolidated financial statements have been condensed or omitted pursuant to the rules and regulations of the U.S. Securities and Exchange Commission. Because the interim unaudited condensed consolidated financial statements do not include all of the information and notes required by GAAP for a complete set of consolidated financial statements, they should be read in conjunction with the audited consolidated financial statements and notes included in the Company's Annual Report. The results reported in these interim unaudited condensed consolidated financial statements should not be regarded as indicative of results that may be expected for any subsequent period or for the entire year. The Company’s interim unaudited condensed consolidated statements of income are referred to herein as the "Statements of Income." The Company’s interim unaudited condensed consolidated balance sheets are referred to herein as the "Balance Sheets" and interim unaudited condensed consolidated statements of cash flows as the "Statements of Cash Flows." |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. |
Recent Accounting Pronouncements | Recent Accounting Standards Adopted In February 2016, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2016-02, Leases (Topic 842), to increase transparency and comparability among organizations by requiring the recognition of right-of-use ("ROU") assets and lease liabilities in the balance sheet. Most prominent among the changes in the standard is the recognition of ROU assets and lease liabilities by lessees for those leases classified as operating leases. Under the standard, disclosures are required to meet the objective of enabling users of financial statements to assess the amount, timing, and uncertainty of cash flows arising from leases. In July 2018, the FASB issued additional guidance on the accounting for leases. The guidance provides companies with another transition method by allowing entities to recognize a cumulative-effect adjustment to the opening balance of retained earnings as of the date of adoption. Under this method, financial information related to periods prior to adoption will be as originally reported under Accounting Standards Codification ("ASC") 840, Leases. Upon adoption as of January 28, 2019, the Company recorded ROU assets of $13.0 million and lease liabilities of $13.8 million . There was no other impact from the adoption. The difference between the ROU assets and lease liabilities primarily represents the existing deferred rent liabilities balance, resulting from historical straight-lining of operating leases, which was reclassified upon adoption to reduce the measurement of the ROU assets. The adoption of the standard did not have an impact on the Company’s shareholder's equity and did not have a material impact on the Company’s results from operations and cash flows. The new standard provides several optional practical expedients in transition. The Company elected a transition package of three practical expedients permitted within the standard, which eliminates the requirements to reassess prior conclusions about lease identification, lease classification, and initial direct costs. The Company elected the hindsight practical expedient, which permits the use of hindsight when determining lease term and impairment of ROU assets. The Company also made accounting policy elections, including a short-term lease exception policy, permitting it to not apply the recognition requirements of this standard to short-term leases (i.e. leases with terms of 12 months or less), and an accounting policy to account for lease and non-lease components as a single component for equipment leases. In February 2018, the FASB issued ASU No. 2018-02, Income Statement-Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income (AOCI), which gives entities the option to reclassify to retained earnings the tax effects resulting from the Tax Cuts and Jobs Act (“Tax Act”) related to items in AOCI that the FASB refers to as having been stranded in AOCI. The new guidance may be applied retrospectively to each period in which the effect of the Tax Act is recognized in the period of adoption. The Company must adopt this guidance for fiscal years beginning after December 15, 2018 and interim periods within those fiscal years. Early adoption is permitted for periods for which financial statements have not yet been issued or made available for issuance, including the period the Tax Act was enacted. The guidance, when adopted, requires new disclosures regarding a company’s accounting policy for releasing the tax effects in AOCI and provides the Company the option to reclassify to retained earnings the tax effects resulting from the Tax Act that are stranded in AOCI. The Company adopted this guidance in the first quarter of fiscal year 2020. Adoption of this guidance did not have a material impact on the Company's consolidated financial statements. In August 2017, the FASB issued ASU No. 2017-12, Derivatives and Hedging (Topic 815). The new standard is designed to refine and expand hedge accounting for both financial (e.g., interest rate) and commodity risks. Its provisions create more transparency around how economic results are presented, both on the face of the financial statements and in the footnotes. It also makes certain targeted improvements to simplify the application of hedge accounting guidance. The new standard is effective for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years. Early adoption, including adoption in an interim period, is permitted. The Company adopted this guidance in the first quarter of fiscal year 2020. Adoption of this guidance did not have a material impact on the Company's consolidated financial statements. |
Earnings Per Share | Diluted earnings per common share incorporates the incremental shares issuable, calculated using the treasury stock method, upon the assumed exercise of non-qualified stock options and the vesting of restricted stock units and performance unit awards if certain conditions have been met, but |
Share-based Compensation, Warrant | The Warrant was issued by the Company to Comcast in connection with an agreement between the parties regarding the intended trial deployment by Comcast of a low-power wide-area network in the U.S., based on the Company’s LoRa® devices and wireless radio frequency technology. The Warrant was accounted for as equity and the cost was recognized as an offset to net sales over the respective performance period. The Warrant consisted of five performance tranches. The cost associated with each tranche had been recognized based on the fair value at each reporting date until vesting, which was the measurement date. |
Share-based Compensation, Performance-based RSUs | The Company grants performance-based restricted stock units to select employees. These awards have a performance condition in addition to a service condition. The performance-based restricted stock units are valued as of the measurement date and expense is recognized on a straight line basis for the awards expected to vest based on the probability of attainment of the performance condition for each separately vesting portion of the award. |
Inventory | Inventories, consisting of material, material overhead, labor, and manufacturing overhead, are stated at the lower of cost (first-in, first-out) or market |
Interest and Penalties on Unrecognized Tax Benefits | The Company’s policy is to include net interest and penalties related to unrecognized tax benefits in the "Provision for taxes" in the Statements of Income. |
Commitments and Contingencies | In accordance with ASC 450-20, Loss Contingencies, the Company accrues an undiscounted liability for those contingencies where the incurrence of a loss is probable and the amount can be reasonably estimated. The Company also discloses the amount accrued and the amount of a reasonably possible loss in excess of the amount accrued, if such disclosure is necessary for its consolidated financial statements not to be misleading. The Company does not record liabilities when the likelihood that the liability has been incurred is probable but the amount cannot be reasonably estimated, or when the liability is believed to be only reasonably possible or remote. The Company evaluates, at least quarterly, developments in its legal matters that could affect the amount of liability that has been previously accrued, and makes adjustments as appropriate. Significant judgment is required to determine both probability and the estimated amount. The Company may be unable to estimate a possible loss or range of possible loss due to various reasons, including, among others: (i) if the damages sought are indeterminate; (ii) if the proceedings are in early stages, (iii) if there is uncertainty as to the outcome of pending appeals, motions or settlements, (iv) if there are significant factual issues to be determined or resolved, and (v) if there are novel or unsettled legal theories presented. In such instances, there is considerable uncertainty regarding the ultimate resolution of such matters, including a possible eventual loss, if any. Because the outcomes of litigation and other legal matters are inherently unpredictable, the Company’s evaluation of legal matters or proceedings often involves a series of complex assessments by management about future events and can rely heavily on estimates and assumptions. While the consequences of certain unresolved matters and proceedings are not presently determinable, and an estimate of the probable and reasonably possible loss or range of loss in excess of amounts accrued for such proceedings cannot be reasonably made, an adverse outcome from such proceedings could have a material adverse effect on the Company’s earnings in any given reporting period. However, in the opinion of management, after consulting with legal counsel, any ultimate liability related to current outstanding claims and lawsuits, individually or in the aggregate, is not expected to have a material adverse effect on the Company’s consolidated financial statements, as a whole. However, legal matters are inherently unpredictable and subject to significant uncertainties, some of which are beyond the Company’s control. |
Product Warranties | Product Warranties The Company’s general warranty policy provides for repair or replacement of defective parts. In some cases, a refund of the purchase price is offered. In certain instances, the Company has agreed to other or additional warranty terms, including indemnification provisions. The product warranty accrual reflects the Company’s best estimate of probable liability under its product warranties. The Company accrues for known warranty issues if a loss is probable and can be reasonably estimated, and accrues for estimated incurred but unidentified issues based on historical experience. Historically, warranty expense and the related accrual has been immaterial to the Company’s consolidated financial statements. |
Derivatives | The Company’s accounting treatment for these instruments is based on whether or not the instruments are designated as a hedging instrument. The Company is currently applying hedge accounting to all foreign currency derivatives and has designated these hedges as cash flow hedges. |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 6 Months Ended |
Jul. 28, 2019 | |
Earnings Per Share [Abstract] | |
Computation of Basic and Diluted Earnings Per Common Share | The computation of basic and diluted earnings per common share was as follows: Three Months Ended Six Months Ended (in thousands, except per share amounts) July 28, 2019 July 29, 2018 July 28, 2019 July 29, 2018 Net income $ 5,366 $ 25,169 $ 18,660 $ 37,551 Weighted average common shares outstanding - basic 66,519 66,063 66,312 66,194 Dilutive effect of share-based compensation 1,227 2,817 1,502 2,234 Weighted average common shares outstanding - diluted 67,746 68,880 67,814 68,428 Basic earnings per common share $ 0.08 $ 0.38 $ 0.28 $ 0.57 Diluted earnings per common share $ 0.08 $ 0.37 $ 0.28 $ 0.55 Anti-dilutive shares not included in the above calculations 525 202 443 364 |
Share-Based Compensation (Table
Share-Based Compensation (Tables) | 6 Months Ended |
Jul. 28, 2019 | |
Share-based Payment Arrangement, Noncash Expense [Abstract] | |
Allocation Of Stock-Based Compensation | Pre-tax share-based compensation was included in the Statements of Income as follows: Three Months Ended Six Months Ended (in thousands) July 28, 2019 July 29, 2018 July 28, 2019 July 29, 2018 Revenue offset $ — $ — $ — $ 21,501 Cost of sales 402 306 829 633 Selling, general and administrative 6,082 11,378 14,426 22,840 Product development and engineering 2,162 2,282 4,719 4,507 Total share-based compensation $ 8,646 $ 13,966 $ 19,974 $ 49,481 |
Schedule of Share-based Compensation, Restricted Stock Units | The following tables summarize the assumptions used in the Monte Carlo simulation model to determine the fair value of restricted stock units granted in fiscal year 2020 for both Tranche 1 and Tranche 2. Tranche 1 Tranche 2 Expected life, in years 1.0 2.1 Estimated volatility 34.3 % 34.3 % Dividend yield — % — % Risk-free interest rate 2.5 % 2.5 % Weighted-average fair value on grant date $ 44.32 $ 33.19 |
Investments (Tables)
Investments (Tables) | 6 Months Ended |
Jul. 28, 2019 | |
Investments [Abstract] | |
Summary Of Investments | The following table summarizes the values of the Company’s available-for-sale securities: July 28, 2019 January 27, 2019 (in thousands) Market Value Adjusted Cost Gross Unrealized Gain Market Value Adjusted Cost Gross Unrealized Gain Convertible debt $ 7,922 $ 7,922 $ — $ 3,105 $ 3,105 $ — Total available-for-sale securities $ 7,922 $ 7,922 $ — $ 3,105 $ 3,105 $ — |
Schedule Of Investments, Classified By Maturity Period | The following table summarizes the maturities of the Company’s available-for-sale securities: July 28, 2019 January 27, 2019 (in thousands) Market Value Adjusted Cost Market Value Adjusted Cost Within 1 year $ 1,013 $ 1,013 $ 3,105 $ 3,105 After 1 year through 5 years 6,909 6,909 — — Total available-for-sale securities $ 7,922 $ 7,922 $ 3,105 $ 3,105 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 6 Months Ended |
Jul. 28, 2019 | |
Fair Value Disclosures [Abstract] | |
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis | Financial assets and liabilities measured and recorded at fair value on a recurring basis were presented in the Balance Sheets as follows: Fair Value as of July 28, 2019 Fair Value as of January 27, 2019 (in thousands) Total (Level 1) (Level 2) (Level 3) Total (Level 1) (Level 2) (Level 3) Financial assets: Convertible debt $ 7,922 $ — $ — $ 7,922 $ 3,105 $ — $ — $ 3,105 Derivative financial instruments — — — — 69 — 69 — Total financial assets $ 7,922 $ — $ — $ 7,922 $ 3,174 $ — $ 69 $ 3,105 Financial liabilities: AptoVision Earn-out $ — $ — $ — $ — $ 2,161 $ — $ — $ 2,161 Cycleo Earn-out 462 — — 462 462 — — 462 Derivative financial instruments 225 — 225 — — — — — Total financial liabilities $ 687 $ — $ 225 $ 462 $ 2,623 $ — $ — $ 2,623 |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation | A reconciliation of the change in the earn-out liability during the six months ended July 28, 2019 is as follows: (in thousands) AptoVision Cycleo Total Balance at January 27, 2019 $ 2,161 $ 462 $ 2,623 Changes in the fair value of contingent earn-out obligations (2,161 ) — (2,161 ) Balance at July 28, 2019 $ — $ 462 $ 462 |
Inventories (Tables)
Inventories (Tables) | 6 Months Ended |
Jul. 28, 2019 | |
Inventory Disclosure [Abstract] | |
Summary Of Inventories | Inventories, consisting of material, material overhead, labor, and manufacturing overhead, are stated at the lower of cost (first-in, first-out) or market and consisted of the following: (in thousands) July 28, 2019 January 27, 2019 Raw materials $ 2,271 $ 2,057 Work in progress 52,863 44,530 Finished goods 19,926 17,092 Inventories $ 75,060 $ 63,679 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 6 Months Ended |
Jul. 28, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Changes in Carrying Amounts of Goodwill | Changes in the carrying amount of goodwill by applicable reporting unit were as follows: (in thousands) Signal Integrity Wireless and Sensing Protection Total Balance at January 27, 2019 $ 274,085 $ 72,128 $ 4,928 $ 351,141 Additions — — — — Balance at July 28, 2019 $ 274,085 $ 72,128 $ 4,928 $ 351,141 (in thousands) Signal Integrity Wireless and Sensing Protection Total Balance at January 28, 2018 $ 274,085 $ 67,812 $ — $ 341,897 Additions — — 4,834 4,834 Balance at July 29, 2018 $ 274,085 $ 67,812 $ 4,834 $ 346,731 |
Schedule of Finite-lived Intangible Assets Acquired | The following table sets forth the Company’s finite-lived intangible assets resulting from business acquisitions, which continue to be amortized: July 28, 2019 January 27, 2019 (in thousands) Estimated Useful Life Gross Carrying Amount Accumulated Amortization Net Carrying Amount Gross Carrying Amount Accumulated Amortization Net Carrying Amount Core technologies 5-8 years $ 88,088 $ (64,337 ) $ 23,751 $ 167,930 $ (136,544 ) $ 31,386 Customer relationships 3-10 years 6,001 (4,546 ) 1,455 34,031 (31,159 ) 2,872 Total finite-lived intangible assets $ 94,089 $ (68,883 ) $ 25,206 $ 201,961 $ (167,703 ) $ 34,258 Amortization expense of finite-lived intangible assets recorded in the Statements of Income for each period was as follows: Three Months Ended Six Months Ended (in thousands) July 28, 2019 July 29, 2018 July 28, 2019 July 29, 2018 Core technologies $ 3,475 $ 5,047 $ 7,634 $ 10,575 Customer relationships 433 1,433 1,417 2,866 Total amortization expense $ 3,908 $ 6,480 $ 9,051 $ 13,441 |
Schedule of Future Amortization of Intangible Asset | Future amortization expense of finite-lived intangible assets is expected as follows: (in thousands) Fiscal Year Ending: Core Technologies Customer Relationships Total 2020 (remaining six months) $ 6,604 $ 866 $ 7,470 2021 7,389 589 7,978 2022 4,655 — 4,655 2023 3,714 — 3,714 2024 1,389 — 1,389 Thereafter — — — Total expected amortization expense $ 23,751 $ 1,455 $ 25,206 |
Schedule of Indefinite-Lived Intangible Assets | The following table sets forth the Company’s indefinite-lived intangible assets resulting from additions to in-process research and development: (in thousands) Net Carrying Value Value at January 27, 2019 $ 2,300 In-process research and development through acquisitions — Value at July 28, 2019 $ 2,300 |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 6 Months Ended |
Jul. 28, 2019 | |
Debt Instruments [Abstract] | |
Schedule of Long-term Debt | Long-term debt and the current period interest rates were as follows: Balance as of (in thousands) July 28, 2019 January 27, 2019 Term loans $ 105,938 $ 115,312 Revolving loans 97,000 97,000 Total debt 202,938 212,312 Current portion, net (18,294 ) (18,269 ) Total long-term debt 184,644 194,043 Debt issuance costs (952 ) (1,198 ) Total long-term debt, net of debt issuance costs $ 183,692 $ 192,845 Weighted-average interest rate 3.90 % 4.14 % |
Schedule Maturities of Current and Long-term Term Loans | Scheduled maturities of current and long-term Term Loans are as follows: (in thousands) Fiscal Year Ending: 2020 (remaining six months) $ 9,375 2021 19,688 2022 76,875 Total Term Loans $ 105,938 |
Schedule Of Interest Expense | Interest expense was comprised of the following components for the periods presented: Three Months Ended Six Months Ended (in thousands) July 28, 2019 July 29, 2018 July 28, 2019 July 29, 2018 Contractual interest $ 2,475 $ 2,067 $ 4,817 $ 4,121 Amortization of debt discount 86 94 174 190 Amortization of debt issuance costs 36 39 73 79 Total interest expense $ 2,597 $ 2,200 $ 5,064 $ 4,390 |
Income Taxes (Tables)
Income Taxes (Tables) | 6 Months Ended |
Jul. 28, 2019 | |
Income Tax Disclosure [Abstract] | |
Summary of Income Tax Contingencies | A reconciliation of the beginning and ending amount of gross unrecognized tax benefits (before the federal impact of state items) is as follows: (in thousands) Balance at January 27, 2019 $ 18,293 Additions/(decreases) based on tax positions related to the current fiscal year 6,614 Balance at July 28, 2019 $ 24,907 |
Liability For Uncertain Tax Positions | The liability for UTP is reflected in the Balance Sheets as follows: (in thousands) July 28, 2019 January 27, 2019 Deferred tax assets - non-current $ 12,569 $ 12,492 Other long-term liabilities 11,010 4,479 Total accrued taxes $ 23,579 $ 16,971 |
Regional Income (Loss) From Continuing Operations Before Income Taxes | The Company’s regional income (loss) from continuing operations before taxes and equity in net losses of equity method investments was as follows: Three Months Ended Six Months Ended (in thousands) July 28, 2019 July 29, 2018 July 28, 2019 July 29, 2018 Domestic $ (6,426 ) $ (3,524 ) $ (14,894 ) $ (11,224 ) Foreign 20,590 34,802 40,451 37,405 Total $ 14,164 $ 31,278 $ 25,557 $ 26,181 |
Leases (Tables)
Leases (Tables) | 6 Months Ended |
Jul. 28, 2019 | |
Leases [Abstract] | |
Lease, Cost | The components of lease expense for the three and six months ended July 28, 2019 were as follows: (in thousands) Three Months Ended Six Months Ended Operating lease cost $ 1,214 2,428 Short-term lease cost 83 161 Sublease income (32 ) (65 ) Total lease cost $ 1,265 $ 2,524 Supplemental cash flow information for the six months ended July 28, 2019 related to leases was as follows: (in thousands) Cash paid for amounts included in the measurement of lease liabilities $ 2,560 Right-of-use assets obtained in exchange for new operating lease liabilities $ 25 Weighted-average remaining lease term - operating leases 4 years Weighted-average discount rate - operating leases 6.7 % |
Assets And Liabilities, Lessee | Supplemental balance sheet information as of July 28, 2019 related to leases was as follows: (in thousands) Operating lease right-of-use assets (1) (2) $ 10,919 Other current liabilities (1) $ 4,011 Operating lease liabilities (1) 7,672 Total operating lease liabilities $ 11,683 (1) Operating lease right-of-use assets are included in "Other assets", other current liabilities are included in "Accrued liabilities" and operating lease liabilities are included in "Other long-term liabilities" in the Balance Sheets. (2) The difference between the ROU assets and lease liabilities primarily represents the existing deferred rent liabilities balance, resulting from historical straight-lining of operating leases, which was effectively reclassified upon adoption to reduce the measurement of the ROU assets. |
Lessee, Operating Lease, Liability, Maturity | Maturities of lease liabilities as of July 28, 2019 are as follows: (in thousands) Fiscal Year Ending: 2020 (remaining six months) $ 2,531 2021 3,864 2022 2,492 2023 1,461 2024 1,191 2025 1,022 Thereafter 874 Total lease payments 13,435 Less: imputed interest (1,752 ) Total $ 11,683 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 6 Months Ended |
Jul. 28, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Liability for Deferred Compensation | The Company's liability for the deferred compensation plan is presented below: (in thousands) July 28, 2019 January 27, 2019 Accrued liabilities $ 1,403 $ 2,203 Other long-term liabilities 30,953 27,251 Total deferred compensation liabilities under this plan $ 32,356 $ 29,454 |
Summary of Earn-out Liabilities by Classification | A summary of earn-out liabilities, included in "Accrued liabilities" and "Other long-term liabilities" in the Balance Sheets, by classification follows: Balance at July 28, 2019 Balance at January 27, 2019 (in thousands) Cycleo AptoVision Total Cycleo AptoVision Total Compensation expense $ 4,367 $ — $ 4,367 $ 4,052 $ — $ 4,052 Not conditional upon continued employment 462 — 462 462 2,161 2,623 Total liability $ 4,829 $ — $ 4,829 $ 4,514 $ 2,161 $ 6,675 Amount expected to be settled within twelve months $ 4,829 $ — $ 4,829 |
Concentration of Risk (Tables)
Concentration of Risk (Tables) | 6 Months Ended |
Jul. 28, 2019 | |
Risks and Uncertainties [Abstract] | |
Schedule Of Significant Customers Accounting For At Least 10% Of Net Sales | The following significant customers accounted for at least 10% of net sales in one or more of the periods indicated: Three Months Ended Six Months Ended (percentage of net sales) July 28, 2019 July 29, 2018 July 28, 2019 July 29, 2018 Trend-tek Technology Ltd (and affiliates) 14 % 13 % 13 % 13 % Frontek Technology Corporation (and affiliates) 10 % 13 % 10 % 10 % Arrow Electronics (and affiliates) 9 % 10 % 9 % 11 % Huawei Technologies Co., Ltd. (and affiliates) 5 % 9 % 10 % 7 % Samsung Electronics (and affiliates) 3 % 7 % 6 % 7 % Premier Technical Sales Korea, Inc. (and affiliates) (1) 8 % 4 % 7 % 5 % (1) Premier is a distributor with a concentration of sales to Samsung. The above percentages represent the Company's estimate of the sales activity related to Samsung that is passing through this distributor. The following table shows the customers that have an outstanding receivable balance that represents at least 10% of total net receivables as of the dates indicated: Balance as of (percentage of net sales) July 28, 2019 January 27, 2019 Frontek Technology Corporation (and affiliates) 12 % 10 % Trend-tek Technology Ltd (and affiliates) 12 % 11 % |
Segment Information (Tables)
Segment Information (Tables) | 6 Months Ended |
Jul. 28, 2019 | |
Segment Reporting [Abstract] | |
Net Sales by Segment | Net sales by segment were as follows: Three Months Ended Six Months Ended (in thousands) July 28, 2019 July 29, 2018 July 28, 2019 July 29, 2018 Semiconductor Products Group $ 137,146 $ 163,211 $ 268,500 $ 293,640 Total $ 137,146 $ 163,211 $ 268,500 $ 293,640 |
Income by Segment and Reconciliation to Consolidated Operating Income | The following table presents a reconciliation of operating income by segment to consolidated income before taxes. Historical amounts have been adjusted to conform to the current presentation: Three Months Ended Six Months Ended (in thousands) July 28, 2019 July 29, 2018 July 28, 2019 July 29, 2018 Semiconductor Products Group $ 31,505 $ 47,110 $ 60,133 $ 87,922 Operating income by segment 31,505 47,110 60,133 87,922 Items to reconcile segment operating income to consolidated income before taxes: Share-based compensation 8,646 13,966 19,974 49,481 Intangible amortization 3,908 6,480 9,051 13,441 Changes in the fair value of contingent earn-out obligations — (900 ) (2,161 ) (900 ) Restructuring and other reserves 2,571 85 2,711 431 Litigation cost, net of recoveries 799 (5,857 ) 725 (5,297 ) Transaction and integration related 33 400 1,468 927 Interest expense 2,597 2,200 5,064 4,390 Non-operating expense, net (1,213 ) (542 ) (2,256 ) (732 ) Income before taxes $ 14,164 $ 31,278 $ 25,557 $ 26,181 |
Net Sales Activity By Product Line | The table below provides net sales activity by product line on a comparative basis: Three Months Ended Six Months Ended (in thousands, except percentages) July 28, 2019 July 29, 2018 July 28, 2019 July 29, 2018 Signal Integrity $ 55,094 40 % $ 68,802 42 % $ 105,350 39 % $ 134,401 45 % Wireless and Sensing 41,696 30 % 48,410 30 % 83,903 31 % 93,949 32 % Protection 40,356 30 % 45,999 28 % 79,247 30 % 86,791 30 % Other: Warrant Shares (1) — — % — — % — — % (21,501 ) (7 )% Total net sales $ 137,146 100 % $ 163,211 100 % $ 268,500 100 % $ 293,640 100 % |
Schedule of Revenue from External Customers by Sales Channel | Three Months Ended Six Months Ended (in thousands) July 28, 2019 July 29, 2018 July 28, 2019 July 29, 2018 Distributor $ 99,138 $ 109,844 $ 180,280 $ 212,317 Direct 38,008 53,367 88,220 102,824 Other: Warrant Shares — — — (21,501 ) Total net sales $ 137,146 $ 163,211 $ 268,500 $ 293,640 |
Net Sales Activity By Geographic Region | Net sales activity by geographic region was as follows: Three Months Ended Six Months Ended July 28, 2019 July 29, 2018 July 28, 2019 July 29, 2018 Asia-Pacific 74 % 75 % 76 % 72 % North America 16 % 19 % 14 % 28 % Europe 10 % 6 % 10 % 7 % Other: Warrant Shares — % — % — % (7 )% 100 % 100 % 100 % 100 % |
Summary Of Sales Activity To Countries That Represented Greater Than 10% Of Total Net Sales | The table below summarizes sales activity to countries that represented greater than 10% of total net sales for at least one of the periods presented: Three Months Ended Six Months Ended (percentage of total sales) July 28, 2019 July 29, 2018 July 28, 2019 July 29, 2018 China (including Hong Kong) 52 % 56 % 52 % 53 % United States 9 % 10 % 10 % 12 % |
Stock Repurchase Program (Table
Stock Repurchase Program (Tables) | 6 Months Ended |
Jul. 28, 2019 | |
Equity [Abstract] | |
Class of Treasury Stock | The following table summarizes activity under the program for the presented periods: Three Months Ended Six Months Ended July 28, 2019 July 29, 2018 July 28, 2019 July 29, 2018 (in thousands, except number of shares) Shares Price Paid Shares Price Paid Shares Price Paid Shares Price Paid Shares repurchased under the stock repurchase program 446,270 $ 20,000 495,609 $ 24,413 448,481 $ 20,110 1,140,753 $ 49,738 |
Organization and Basis of Pre_3
Organization and Basis of Presentation (Fiscal Year) (Details) | 3 Months Ended | 6 Months Ended | |
Jul. 28, 2019weeks | Jul. 29, 2018weeks | Jul. 28, 2019weeksweek | |
52 Week Fiscal Year [Member] | |||
Organization And Basis Of Presentation [Line Items] | |||
Number of weeks in the fiscal year reporting period | 52 | ||
Number of weeks in a quarter for 52 week fiscal period | 13 | 13 | 13 |
53 Week Fiscal Year [Member] | |||
Organization And Basis Of Presentation [Line Items] | |||
Number of weeks in the fiscal year reporting period | 53 | ||
Number of weeks in the 4th quarter for 53 week fiscal period | week | 14 |
Organization and Basis of Pre_4
Organization and Basis of Presentation (Acquisitions) (Details) - USD ($) $ in Thousands | May 02, 2018 | Jul. 28, 2019 | Jan. 27, 2019 | Jul. 29, 2018 | Jan. 28, 2018 |
Business Acquisition [Line Items] | |||||
Goodwill | $ 351,141 | $ 351,141 | $ 346,731 | $ 341,897 | |
IC Interconnect, Inc. [Member] | |||||
Business Acquisition [Line Items] | |||||
Goodwill | $ 4,900 | ||||
Cash paid to to acquire business | 7,400 | ||||
Tangible net assets acquired | $ 2,500 |
Organization and Basis of Pre_5
Organization and Basis of Presentation (Legal Settlement) (Details) - USD ($) $ in Millions | Aug. 01, 2018 | Apr. 28, 2019 | Oct. 28, 2018 | Jul. 29, 2018 |
Loss Contingencies [Line Items] | ||||
Legal recoveries | $ 9 | |||
Selling, General and Administrative Expenses [Member] | ||||
Loss Contingencies [Line Items] | ||||
Legal recoveries | $ 1 | $ 1.3 | $ 6.7 |
Organization and Basis of Pre_6
Organization and Basis of Presentation (Recent Accounting Pronouncements) (Details) - USD ($) $ in Thousands | Jul. 28, 2019 | Jan. 28, 2019 |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
Operating lease right-of-use assets | $ 10,919 | |
Total operating lease liabilities | $ 11,683 | |
ASU 2016-02 | ||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
Operating lease right-of-use assets | $ 13,000 | |
Total operating lease liabilities | $ 13,800 |
Earnings Per Share - Computatio
Earnings Per Share - Computation of Basic and Diluted Earnings per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jul. 28, 2019 | Jul. 29, 2018 | Jul. 28, 2019 | Jul. 29, 2018 | |
Earnings Per Share [Abstract] | ||||
Net income | $ 5,366 | $ 25,169 | $ 18,660 | $ 37,551 |
Weighted average common shares outstanding - basic | 66,519 | 66,063 | 66,312 | 66,194 |
Dilutive effect of share-based compensation | 1,227 | 2,817 | 1,502 | 2,234 |
Weighted average common shares outstanding - diluted | 67,746 | 68,880 | 67,814 | 68,428 |
Basic earnings per common share (in dollars per share) | $ 0.08 | $ 0.38 | $ 0.28 | $ 0.57 |
Diluted earnings per common share (in dollars per share) | $ 0.08 | $ 0.37 | $ 0.28 | $ 0.55 |
Anti-dilutive shares not included in the above calculations | 525 | 202 | 443 | 364 |
Share-Based Compensation - Narr
Share-Based Compensation - Narrative (Details) $ / shares in Units, $ in Millions | Mar. 05, 2019$ / sharesshares | Jul. 29, 2018USD ($) | Apr. 27, 2018shares | Oct. 05, 2016shares | Apr. 28, 2019$ / sharesshares | Apr. 29, 2018USD ($)employeeshares | Jul. 29, 2018USD ($) | Jan. 27, 2019shares |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Maximum number of shares subject to purchase under warrants | shares | 1,086,957 | |||||||
Warrants vested (in shares) | shares | 586,956 | |||||||
Warrant vesting costs | $ | $ 21.5 | $ 21.5 | ||||||
Warrant vesting costs due to acceleration | $ | $ 15.9 | $ 15.9 | ||||||
Number of securities called by warrants (in shares) | shares | 869,565 | |||||||
Number of shares affected (in shares) | shares | 159,000 | |||||||
Number of employees affected | employee | 8 | |||||||
Additional compensation cost | $ | $ 2.8 | |||||||
Market Performance-based RSUs | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Equity awards granted | shares | 106,000 | |||||||
Description of award vesting rights | one-third of the awards vesting each performance period | |||||||
Performance Period One | Market Performance-based RSUs | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Performance period | 1 year | |||||||
Grant date fair value per unit | $ 55.82 | |||||||
Performance Period Two | Market Performance-based RSUs | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Performance period | 2 years | |||||||
Grant date fair value per unit | $ 59.36 | |||||||
Performance Period Three | Market Performance-based RSUs | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Performance period | 3 years | |||||||
Grant date fair value per unit | $ 61.45 | |||||||
CEO | Market Performance-based RSUs | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Equity awards granted | shares | 160,000 | |||||||
CEO | Market Performance Restricted Stock Units | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Equity awards granted | shares | 320,000 | |||||||
Vesting percentage, prorated | 70.00% | |||||||
CEO | Performance Period One | Market Performance-based RSUs | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Performance period | 1 year | |||||||
Grant date fair value per unit | $ 55.82 | |||||||
CEO | Performance Period One | Market Performance Restricted Stock Units | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Vesting percent | 25.00% | |||||||
Grant date fair value per unit | $ 44.32 | |||||||
CEO | Performance Period Two | Market Performance-based RSUs | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Performance period | 2 years | |||||||
Grant date fair value per unit | $ 59.36 | |||||||
CEO | Performance Period Two | Market Performance Restricted Stock Units | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Vesting percent | 25.00% | |||||||
Grant date fair value per unit | $ 33.19 | |||||||
CEO | Performance Period Three | Market Performance-based RSUs | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Performance period | 3 years | |||||||
Grant date fair value per unit | $ 61.45 | |||||||
CEO | Performance Period Three | Market Performance Restricted Stock Units | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Vesting percent | 25.00% | |||||||
CEO | Performance Period Four | Market Performance-based RSUs | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Performance period | 4 years | |||||||
Grant date fair value per unit | $ 62.98 | |||||||
CEO | Performance Period Four | Market Performance Restricted Stock Units | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Vesting percent | 25.00% | |||||||
CEO | Average Share Price Equals To Or Exceeds $71.00 | Market Performance Restricted Stock Units | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Vesting percent | 30.00% | |||||||
CEO | Average Share Price Equals Or Exceeds $95.00 | Market Performance Restricted Stock Units | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Vesting percent | 70.00% | |||||||
CEO | Average Share Price Between $71.00 and $95.00 | Market Performance Restricted Stock Units | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Vesting percent | 30.00% |
Share-Based Compensation - Allo
Share-Based Compensation - Allocation of Share-Based Compensation (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jul. 28, 2019 | Jul. 29, 2018 | Jul. 28, 2019 | Jul. 29, 2018 | |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||
Share-based compensation expense | $ 8,646 | $ 13,966 | $ 19,974 | $ 49,481 |
Revenue Offset | ||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||
Share-based compensation expense | 0 | 0 | 0 | 21,501 |
Cost of Sales [Member] | ||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||
Share-based compensation expense | 402 | 306 | 829 | 633 |
Selling, General and Administrative Expenses [Member] | ||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||
Share-based compensation expense | 6,082 | 11,378 | 14,426 | 22,840 |
Product Development And Engineering [Member] | ||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||
Share-based compensation expense | $ 2,162 | $ 2,282 | $ 4,719 | $ 4,507 |
Share-Based Compensation - The
Share-Based Compensation - The Schedule of the Assumptions Used (Details) - Market Performance Restricted Stock Units | Mar. 05, 2019$ / shares |
Average Share Price Equals To Or Exceeds $71.00 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Expected life, in years | 1 year |
Estimated volatility | 34.30% |
Dividend yield | 0.00% |
Risk-free interest rate | 2.50% |
Weighted-average fair value on grant date | $ 44.32 |
Average Share Price Equals Or Exceeds $95.00 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Expected life, in years | 2 years 1 month 6 days |
Estimated volatility | 34.30% |
Dividend yield | 0.00% |
Risk-free interest rate | 2.50% |
Weighted-average fair value on grant date | $ 33.19 |
Investments - Narrative (Detail
Investments - Narrative (Details) - USD ($) $ in Thousands | Jul. 28, 2019 | Jan. 27, 2019 |
Investment [Line Items] | ||
Debt securities available for sale | $ 7,922 | $ 3,105 |
Convertible debt | ||
Investment [Line Items] | ||
Debt securities available for sale | $ 7,922 | $ 3,105 |
Convertible Debt | ||
Investment [Line Items] | ||
Interest rate | 12.00% | |
Privately Held Company (The Investee) | Convertible debt | ||
Investment [Line Items] | ||
Debt securities available for sale | $ 3,200 |
Investments - Summary Of Invest
Investments - Summary Of Investments (Details) - USD ($) $ in Thousands | Jul. 28, 2019 | Jan. 27, 2019 |
Investment [Line Items] | ||
Available-for-sale securities, market value | $ 7,922 | $ 3,105 |
Available-for-sale securities, adjusted cost | 7,922 | 3,105 |
Available-for-sale securities, gross unrealized gain | 0 | 0 |
Convertible debt | ||
Investment [Line Items] | ||
Available-for-sale securities, market value | 7,922 | 3,105 |
Available-for-sale securities, adjusted cost | 7,922 | 3,105 |
Available-for-sale securities, gross unrealized gain | $ 0 | $ 0 |
Investments - Summary of Maturi
Investments - Summary of Maturities of Available-for-sale Securities (Details) - USD ($) $ in Thousands | Jul. 28, 2019 | Jan. 27, 2019 |
Market Value | ||
Within 1 year | $ 1,013 | $ 3,105 |
After 1 year through 5 years | 6,909 | 0 |
Total available-for-sale securities | 7,922 | 3,105 |
Within 1 year | 1,013 | 3,105 |
After 1 year through 5 years | 6,909 | 0 |
Total available-for-sale securities | $ 7,922 | $ 3,105 |
Fair Value Measurements - Narra
Fair Value Measurements - Narrative (Details) - USD ($) $ in Thousands | Jul. 28, 2019 | Jan. 27, 2019 |
Term loans | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total debt | $ 105,938 | |
(Level 2) | Term loans | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total debt | 105,900 | $ 115,300 |
(Level 2) | Revolving loans | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value of debt | $ 97,000 | $ 97,000 |
Fair Value Measurements - Finan
Fair Value Measurements - Financial Assets and Liabilities Measured and Recorded at Fair Value on a Recurring Basis (Details) - Fair Value, Measurements, Recurring - USD ($) $ in Thousands | Jul. 28, 2019 | Jan. 27, 2019 |
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items] | ||
Derivative Asset | $ 0 | $ 69 |
Total financial assets | 7,922 | 3,174 |
Derivative financial instruments | 225 | 0 |
Total financial liabilities | 687 | 2,623 |
(Level 1) | ||
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items] | ||
Derivative Asset | 0 | 0 |
Total financial assets | 0 | 0 |
Derivative financial instruments | 0 | 0 |
Total financial liabilities | 0 | 0 |
(Level 2) | ||
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items] | ||
Derivative Asset | 0 | 69 |
Total financial assets | 0 | 69 |
Derivative financial instruments | 225 | 0 |
Total financial liabilities | 225 | 0 |
(Level 3) | ||
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items] | ||
Derivative Asset | 0 | 0 |
Total financial assets | 7,922 | 3,105 |
Derivative financial instruments | 0 | 0 |
Total financial liabilities | 462 | 2,623 |
Convertible debt | ||
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items] | ||
Available-for-sale securities | 7,922 | 3,105 |
Convertible debt | (Level 1) | ||
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items] | ||
Available-for-sale securities | 0 | 0 |
Convertible debt | (Level 2) | ||
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items] | ||
Available-for-sale securities | 0 | 0 |
Convertible debt | (Level 3) | ||
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items] | ||
Available-for-sale securities | 7,922 | 3,105 |
AptoVision | ||
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items] | ||
Earn-out liability | 0 | 2,161 |
AptoVision | (Level 1) | ||
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items] | ||
Earn-out liability | 0 | 0 |
AptoVision | (Level 2) | ||
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items] | ||
Earn-out liability | 0 | 0 |
AptoVision | (Level 3) | ||
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items] | ||
Earn-out liability | 0 | 2,161 |
Cycleo | ||
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items] | ||
Earn-out liability | 462 | 462 |
Cycleo | (Level 1) | ||
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items] | ||
Earn-out liability | 0 | 0 |
Cycleo | (Level 2) | ||
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items] | ||
Earn-out liability | 0 | 0 |
Cycleo | (Level 3) | ||
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items] | ||
Earn-out liability | $ 462 | $ 462 |
Fair Value Measurements - Level
Fair Value Measurements - Level 3 Reconciliation of the Earn-out Liability (Details) $ in Thousands | 6 Months Ended |
Jul. 28, 2019USD ($) | |
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Beginning balance | $ 2,623 |
Changes in the fair value of contingent earn-out obligations | (2,161) |
Ending balance | 462 |
AptoVision | |
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Beginning balance | 2,161 |
Changes in the fair value of contingent earn-out obligations | (2,161) |
Ending balance | 0 |
Cycleo | |
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Beginning balance | 462 |
Changes in the fair value of contingent earn-out obligations | 0 |
Ending balance | $ 462 |
Inventories - Summary of Invent
Inventories - Summary of Inventories (Details) - USD ($) $ in Thousands | Jul. 28, 2019 | Jan. 27, 2019 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 2,271 | $ 2,057 |
Work in progress | 52,863 | 44,530 |
Finished goods | 19,926 | 17,092 |
Inventories | $ 75,060 | $ 63,679 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets - Changes in Carrying Amounts of Goodwill (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Jul. 28, 2019 | Jul. 29, 2018 | |
Goodwill [Roll Forward] | ||
Beginning balance | $ 351,141 | $ 341,897 |
Additions | 0 | 4,834 |
Ending balance | 351,141 | 346,731 |
Signal Integrity | ||
Goodwill [Roll Forward] | ||
Beginning balance | 274,085 | 274,085 |
Additions | 0 | 0 |
Ending balance | 274,085 | 274,085 |
Wireless and Sensing | ||
Goodwill [Roll Forward] | ||
Beginning balance | 72,128 | 67,812 |
Additions | 0 | 0 |
Ending balance | 72,128 | 67,812 |
Protection | ||
Goodwill [Roll Forward] | ||
Beginning balance | 4,928 | 0 |
Additions | 0 | 4,834 |
Ending balance | $ 4,928 | $ 4,834 |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets - Schedule of Finite-Lived Intangible Assets (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Jul. 28, 2019 | Jan. 27, 2019 | |
Finite-Lived Intangible Assets [Line Items] | ||
Gross carrying amount | $ 94,089 | $ 201,961 |
Accumulated amortization | (68,883) | (167,703) |
Total expected amortization expense | 25,206 | 34,258 |
Core Technologies [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross carrying amount | 88,088 | 167,930 |
Accumulated amortization | (64,337) | (136,544) |
Total expected amortization expense | $ 23,751 | 31,386 |
Core Technologies [Member] | Minimum | ||
Finite-Lived Intangible Assets [Line Items] | ||
Estimated useful life | 5 years | |
Core Technologies [Member] | Maximum | ||
Finite-Lived Intangible Assets [Line Items] | ||
Estimated useful life | 8 years | |
Customer Relationships [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross carrying amount | $ 6,001 | 34,031 |
Accumulated amortization | (4,546) | (31,159) |
Total expected amortization expense | $ 1,455 | $ 2,872 |
Customer Relationships [Member] | Minimum | ||
Finite-Lived Intangible Assets [Line Items] | ||
Estimated useful life | 3 years | |
Customer Relationships [Member] | Maximum | ||
Finite-Lived Intangible Assets [Line Items] | ||
Estimated useful life | 10 years |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets - Schedule of Amortization Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jul. 28, 2019 | Jul. 29, 2018 | Jul. 28, 2019 | Jul. 29, 2018 | Jan. 27, 2019 | |
Finite-Lived Intangible Assets [Line Items] | |||||
2020 | $ 7,470 | $ 7,470 | |||
2021 | 7,978 | 7,978 | |||
2022 | 4,655 | 4,655 | |||
2023 | 3,714 | 3,714 | |||
2024 | 1,389 | 1,389 | |||
Thereafter | 0 | 0 | |||
Total expected amortization expense | 25,206 | 25,206 | $ 34,258 | ||
Intangible amortization | 3,908 | $ 6,480 | 9,051 | $ 13,441 | |
Core Technologies [Member] | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
2020 | 6,604 | 6,604 | |||
2021 | 7,389 | 7,389 | |||
2022 | 4,655 | 4,655 | |||
2023 | 3,714 | 3,714 | |||
2024 | 1,389 | 1,389 | |||
Thereafter | 0 | 0 | |||
Total expected amortization expense | 23,751 | 23,751 | 31,386 | ||
Intangible amortization | 3,475 | 5,047 | 7,634 | 10,575 | |
Customer Relationships [Member] | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
2020 | 866 | 866 | |||
2021 | 589 | 589 | |||
2022 | 0 | 0 | |||
2023 | 0 | 0 | |||
2024 | 0 | 0 | |||
Thereafter | 0 | 0 | |||
Total expected amortization expense | 1,455 | 1,455 | $ 2,872 | ||
Intangible amortization | $ 433 | $ 1,433 | $ 1,417 | $ 2,866 |
Goodwill and Intangible Asset_5
Goodwill and Intangible Assets - Schedule of Indefinite-lived Intangible Assets Resulting From Additions to IPR&D (Details) $ in Thousands | 6 Months Ended |
Jul. 28, 2019USD ($) | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Beginning balance, net carrying amount | $ 2,300 |
In-process research and development through acquisitions | 0 |
Ending balance, net carrying amount | $ 2,300 |
Long-Term Debt - Schedule of Lo
Long-Term Debt - Schedule of Long-term Debt (Details) - USD ($) $ in Thousands | Jul. 28, 2019 | Jan. 27, 2019 |
Debt Instrument [Line Items] | ||
Total debt | $ 202,938 | $ 212,312 |
Current portion, net | (18,294) | (18,269) |
Total long-term debt | 184,644 | 194,043 |
Debt issuance costs | (952) | (1,198) |
Total long-term debt, net of debt issuance costs | $ 183,692 | $ 192,845 |
Weighted-average interest rate | 3.90% | 4.14% |
Term loans | ||
Debt Instrument [Line Items] | ||
Total debt | $ 105,938 | $ 115,312 |
Revolving loans | ||
Debt Instrument [Line Items] | ||
Total debt | $ 97,000 | $ 97,000 |
Long-Term Debt - Narrative (Det
Long-Term Debt - Narrative (Details) - USD ($) | Jul. 28, 2019 | Jan. 27, 2019 | Nov. 15, 2016 |
Amounts outstanding | $ 202,938,000 | $ 212,312,000 | |
Term loans | |||
Facilities, maximum borrowing capacity | $ 150,000,000 | ||
Amounts outstanding | 105,938,000 | 115,312,000 | |
Revolving loans | |||
Facilities, maximum borrowing capacity | $ 250,000,000 | ||
Undrawn revolving commitments | 153,000,000 | ||
Amounts outstanding | 97,000,000 | $ 97,000,000 | |
Swingline Loans [Member] | |||
Long-term line of credit | 0 | ||
Foreign Line of Credit [Member] | |||
Long-term line of credit | $ 0 |
Long-Term Debt - Scheduled Matu
Long-Term Debt - Scheduled Maturities of Term Loans (Details) - Term loans $ in Thousands | Jul. 28, 2019USD ($) |
Debt Instrument [Line Items] | |
2020 | $ 9,375 |
2021 | 19,688 |
2022 | 76,875 |
Total debt | $ 105,938 |
Long-Term Debt - Schedule of In
Long-Term Debt - Schedule of Interest Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jul. 28, 2019 | Jul. 29, 2018 | Jul. 28, 2019 | Jul. 29, 2018 | |
Debt Disclosure [Abstract] | ||||
Contractual interest | $ 2,475 | $ 2,067 | $ 4,817 | $ 4,121 |
Amortization of debt discount | 86 | 94 | 174 | 190 |
Amortization of debt issuance costs | 36 | 39 | 73 | 79 |
Total interest expense | $ 2,597 | $ 2,200 | $ 5,064 | $ 4,390 |
Income Taxes - Narrative (Detai
Income Taxes - Narrative (Details) - USD ($) $ in Millions | 6 Months Ended | |
Jul. 28, 2019 | Jan. 27, 2019 | |
Income Tax Disclosure [Abstract] | ||
Statutory federal income tax rate | 21.00% | |
Net tax benefits, if recognized, would impact the effective tax rate | $ 11 | $ 4.5 |
Income Taxes - Summary of Incom
Income Taxes - Summary of Income Tax Contingencies (Details) $ in Thousands | 6 Months Ended |
Jul. 28, 2019USD ($) | |
Income Tax Disclosure [Abstract] | |
Balance at January 27, 2019 | $ 18,293 |
Additions/(decreases) based on tax positions related to the current fiscal year | 6,614 |
Balance at July 28, 2019 | $ 24,907 |
Income Taxes - Liability For Un
Income Taxes - Liability For Uncertain Tax Positions (Details) - USD ($) $ in Thousands | Jul. 28, 2019 | Jan. 27, 2019 |
Income Tax Contingency [Line Items] | ||
Total accrued taxes | $ 23,579 | $ 16,971 |
Deferred tax assets - non-current | ||
Income Tax Contingency [Line Items] | ||
Total accrued taxes | 12,569 | 12,492 |
Other long-term liabilities | ||
Income Tax Contingency [Line Items] | ||
Total accrued taxes | $ 11,010 | $ 4,479 |
Income Taxes - Regional Income
Income Taxes - Regional Income (Loss) From Continuing Operations Before Income Taxes (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jul. 28, 2019 | Jul. 29, 2018 | Jul. 28, 2019 | Jul. 29, 2018 | |
Income Tax Disclosure [Abstract] | ||||
Domestic | $ (6,426) | $ (3,524) | $ (14,894) | $ (11,224) |
Foreign | 20,590 | 34,802 | 40,451 | 37,405 |
Income before taxes and equity in net gains (losses) of equity method investments | $ 14,164 | $ 31,278 | $ 25,557 | $ 26,181 |
Leases (Details)
Leases (Details) $ in Millions | 6 Months Ended |
Jul. 28, 2019USD ($) | |
Lessee, Lease, Description [Line Items] | |
Weighted-average remaining lease term - operating leases | 4 years |
Maximum renewal term | 5 years |
Termination period | 1 year |
Lease not yet commenced | $ 3.2 |
Lease not yet commenced, term | 7 years |
Minimum | |
Lessee, Lease, Description [Line Items] | |
Weighted-average remaining lease term - operating leases | 1 year |
Maximum | |
Lessee, Lease, Description [Line Items] | |
Weighted-average remaining lease term - operating leases | 7 years |
Leases - The Components of Leas
Leases - The Components of Lease Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended |
Jul. 28, 2019 | Jul. 28, 2019 | |
Leases [Abstract] | ||
Operating lease cost | $ 1,214 | $ 2,428 |
Short-term lease cost | 83 | 161 |
Sublease income | (32) | (65) |
Total lease cost | $ 1,265 | $ 2,524 |
Leases - Supplemental Cash Flow
Leases - Supplemental Cash Flow Information (Details) $ in Thousands | 6 Months Ended |
Jul. 28, 2019USD ($) | |
Leases [Abstract] | |
Cash paid for amounts included in the measurement of lease liabilities | $ 2,560 |
Right-of-use assets obtained in exchange for new operating lease liabilities | $ 25 |
Leases - Other Information (Det
Leases - Other Information (Details) | Jul. 28, 2019 |
Leases [Abstract] | |
Weighted-average remaining lease term - operating leases | 4 years |
Weighted-average discount rate - operating leases | 6.70% |
Leases - Supplemental Balance S
Leases - Supplemental Balance Sheet Information (Details) $ in Thousands | Jul. 28, 2019USD ($) |
Leases [Abstract] | |
Operating lease right-of-use assets | $ 10,919 |
Other current liabilities | 4,011 |
Operating lease liabilities | 7,672 |
Total operating lease liabilities | $ 11,683 |
Leases - Maturity (Details)
Leases - Maturity (Details) $ in Thousands | Jul. 28, 2019USD ($) |
Leases [Abstract] | |
2020 (remaining six months) | $ 2,531 |
2021 | 3,864 |
2022 | 2,492 |
2023 | 1,461 |
2024 | 1,191 |
2025 | 1,022 |
Thereafter | 874 |
Total lease payments | 13,435 |
Less: imputed interest | (1,752) |
Total | $ 11,683 |
Commitments and Contingencies -
Commitments and Contingencies - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |
Jul. 28, 2019 | Jul. 28, 2019 | Jan. 27, 2019 | |
Commitments and Contingencies [Line Items] | |||
Restructuring expense | $ 2,000 | $ 2,100 | |
Earn-out liability recorded | 4,829 | 4,829 | $ 6,675 |
Amount expected to be settled within twelve months | 4,829 | 4,829 | |
Cycleo | |||
Commitments and Contingencies [Line Items] | |||
Potential payments under earn-out arrangements, high estimate | 11,300 | 11,300 | |
Earn-out liability recorded | 4,829 | 4,829 | 4,514 |
Amount expected to be settled within twelve months | 4,829 | 4,829 | |
AptoVision | |||
Commitments and Contingencies [Line Items] | |||
Earn-out liability recorded | 0 | 0 | 2,161 |
Amount expected to be settled within twelve months | 0 | 0 | |
Environmental Issue | |||
Commitments and Contingencies [Line Items] | |||
Loss contingency, estimate of possible loss | 2,200 | 2,200 | |
Payment towards remediation plan | 3,700 | ||
Minimum | Environmental Issue | |||
Commitments and Contingencies [Line Items] | |||
Loss contingency, estimate of possible loss | 5,900 | 5,900 | |
Maximum | AptoVision | |||
Commitments and Contingencies [Line Items] | |||
Potential payments under earn-out arrangements, high estimate | 35,300 | 35,300 | |
Maximum | Environmental Issue | |||
Commitments and Contingencies [Line Items] | |||
Loss contingency, estimate of possible loss | 7,500 | 7,500 | |
Other Assets | |||
Commitments and Contingencies [Line Items] | |||
Cash surrender value of life insurance | $ 22,700 | $ 22,700 | $ 20,400 |
Commitments and Contingencies_2
Commitments and Contingencies - Summary of Earn-out Liability (Details) - USD ($) $ in Thousands | Jul. 28, 2019 | Jan. 27, 2019 |
Business Acquisition, Contingent Consideration [Line Items] | ||
Earn-out liability recorded | $ 4,829 | $ 6,675 |
Amount expected to be settled within twelve months | 4,829 | |
Compensation expense | ||
Business Acquisition, Contingent Consideration [Line Items] | ||
Earn-out liability recorded | 4,367 | 4,052 |
Not conditional upon continued employment | ||
Business Acquisition, Contingent Consideration [Line Items] | ||
Earn-out liability recorded | 462 | 2,623 |
Cycleo | ||
Business Acquisition, Contingent Consideration [Line Items] | ||
Earn-out liability recorded | 4,829 | 4,514 |
Amount expected to be settled within twelve months | 4,829 | |
Cycleo | Compensation expense | ||
Business Acquisition, Contingent Consideration [Line Items] | ||
Earn-out liability recorded | 4,367 | 4,052 |
Cycleo | Not conditional upon continued employment | ||
Business Acquisition, Contingent Consideration [Line Items] | ||
Earn-out liability recorded | 462 | 462 |
AptoVision | ||
Business Acquisition, Contingent Consideration [Line Items] | ||
Earn-out liability recorded | 0 | 2,161 |
Amount expected to be settled within twelve months | 0 | |
AptoVision | Compensation expense | ||
Business Acquisition, Contingent Consideration [Line Items] | ||
Earn-out liability recorded | 0 | 0 |
AptoVision | Not conditional upon continued employment | ||
Business Acquisition, Contingent Consideration [Line Items] | ||
Earn-out liability recorded | $ 0 | $ 2,161 |
Commitments and Contingencies_3
Commitments and Contingencies - Schedule of Liability for Deferred Compensation (Details) (Details) - Deferred Compensation Plan For Officers And Executives - USD ($) $ in Thousands | Jul. 28, 2019 | Jan. 27, 2019 |
Loss Contingencies [Line Items] | ||
Total deferred compensation liabilities under this plan | $ 32,356 | $ 29,454 |
Accrued liabilities | ||
Loss Contingencies [Line Items] | ||
Accrued liabilities | 1,403 | 2,203 |
Other long-term liabilities | ||
Loss Contingencies [Line Items] | ||
Other long-term liabilities | $ 30,953 | $ 27,251 |
Concentration of Risk - Narrati
Concentration of Risk - Narrative (Details) | 3 Months Ended | 6 Months Ended | ||
Jul. 28, 2019 | Jul. 29, 2018 | Jul. 28, 2019 | Jul. 29, 2018 | |
Net sales | ||||
Concentration Risk [Line Items] | ||||
Concentration risk, percentage | 100.00% | 100.00% | 100.00% | 100.00% |
Net sales | Distributor concentration risk | ||||
Concentration Risk [Line Items] | ||||
Concentration risk, percentage | 72.00% | 67.00% | 67.00% | 67.00% |
China | Cost of Silicon Wafers | Supplier concentration risk | ||||
Concentration Risk [Line Items] | ||||
Concentration risk, percentage | 23.00% | 15.00% | 20.00% | 15.00% |
Israel | Cost of Silicon Wafers | Supplier concentration risk | ||||
Concentration Risk [Line Items] | ||||
Concentration risk, percentage | 14.00% | 16.00% | 13.00% | 12.00% |
Concentration of Risk - Schedul
Concentration of Risk - Schedule of Significant Customers Accounting for at Least 10% of Net Sales During Period (Details) | Jul. 28, 2019 | Jan. 27, 2019 | Jul. 28, 2019 | Jul. 29, 2018 | Jul. 28, 2019 | Jul. 29, 2018 |
Net sales | ||||||
Concentration Risk [Line Items] | ||||||
Concentration risk, percentage | 100.00% | 100.00% | 100.00% | 100.00% | ||
Customer Concentration Risk | Accounts Receivable | Trend-tek Technology Ltd (and affiliates) | ||||||
Concentration Risk [Line Items] | ||||||
Concentration risk, percentage | 12.00% | 11.00% | ||||
Customer Concentration Risk | Accounts Receivable | Frontek Technology Corporation (and affiliates) | ||||||
Concentration Risk [Line Items] | ||||||
Concentration risk, percentage | 12.00% | 10.00% | ||||
Customer Concentration Risk | Net sales | Trend-tek Technology Ltd (and affiliates) | ||||||
Concentration Risk [Line Items] | ||||||
Concentration risk, percentage | 14.00% | 13.00% | 13.00% | 13.00% | ||
Customer Concentration Risk | Net sales | Frontek Technology Corporation (and affiliates) | ||||||
Concentration Risk [Line Items] | ||||||
Concentration risk, percentage | 10.00% | 13.00% | 10.00% | 10.00% | ||
Customer Concentration Risk | Net sales | Arrow Electronics (and affiliates) | ||||||
Concentration Risk [Line Items] | ||||||
Concentration risk, percentage | 9.00% | 10.00% | 9.00% | 11.00% | ||
Customer Concentration Risk | Net sales | Huawei Technologies Co., Ltd. (and affiliates) | ||||||
Concentration Risk [Line Items] | ||||||
Concentration risk, percentage | 5.00% | 9.00% | 10.00% | 7.00% | ||
Customer Concentration Risk | Net sales | Samsung Electronics (and affiliates) | ||||||
Concentration Risk [Line Items] | ||||||
Concentration risk, percentage | 3.00% | 7.00% | 6.00% | 7.00% | ||
Customer Concentration Risk | Net sales | Premier Technical Sales Korea, Inc. (and affiliates) | ||||||
Concentration Risk [Line Items] | ||||||
Concentration risk, percentage | 8.00% | 4.00% | 7.00% | 5.00% | ||
United States | Geographic Concentration Risk [Member] | Net sales | ||||||
Concentration Risk [Line Items] | ||||||
Concentration risk, percentage | 9.00% | 10.00% | 10.00% | 12.00% |
Segment Information - Narrative
Segment Information - Narrative (Details) $ in Millions | Jul. 29, 2018USD ($) | Jul. 28, 2019operating_segmentreportable_segment | Jul. 29, 2018USD ($) |
Segment Reporting Information [Line Items] | |||
Number of operating segments | operating_segment | 3 | ||
Number of reportable segments | reportable_segment | 1 | ||
Warrant vesting costs | $ 21.5 | $ 21.5 | |
Warrant vesting costs due to acceleration | $ 15.9 | $ 15.9 | |
Net sales | |||
Segment Reporting Information [Line Items] | |||
Minimum concentration risk threshold | 10.00% |
Segment Information - Net Sales
Segment Information - Net Sales Activity by Segment (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jul. 28, 2019 | Jul. 29, 2018 | Jul. 28, 2019 | Jul. 29, 2018 | |
Revenue from External Customer [Line Items] | ||||
Net sales | $ 137,146 | $ 163,211 | $ 268,500 | $ 293,640 |
Semiconductor Products Group | ||||
Revenue from External Customer [Line Items] | ||||
Net sales | $ 137,146 | $ 163,211 | $ 268,500 | $ 293,640 |
Segment Information - Income by
Segment Information - Income by Segment and Reconciliation to Income Before Taxes (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jul. 28, 2019 | Jul. 29, 2018 | Jul. 28, 2019 | Jul. 29, 2018 | |
Segment Reporting Information [Line Items] | ||||
Operating income (loss) | $ 15,548 | $ 32,936 | $ 28,365 | $ 29,839 |
Items to reconcile segment operating income to consolidated income before taxes: | ||||
Share-based compensation | 8,646 | 13,966 | 19,974 | 49,481 |
Intangible amortization | 3,908 | 6,480 | 9,051 | 13,441 |
Changes in the fair value of contingent earn-out obligations | 0 | (900) | (2,161) | (900) |
Interest expense | 2,597 | 2,200 | 5,064 | 4,390 |
Non-operating expense, net | (1,213) | (542) | (2,256) | (732) |
Income before taxes and equity in net gains (losses) of equity method investments | 14,164 | 31,278 | 25,557 | 26,181 |
Corporate, Non-Segment [Member] | ||||
Items to reconcile segment operating income to consolidated income before taxes: | ||||
Share-based compensation | 8,646 | 13,966 | 19,974 | 49,481 |
Intangible amortization | 3,908 | 6,480 | 9,051 | 13,441 |
Changes in the fair value of contingent earn-out obligations | 0 | (900) | (2,161) | (900) |
Restructuring and other reserves | 2,571 | 85 | 2,711 | 431 |
Litigation cost, net of recoveries | 799 | (5,857) | 725 | (5,297) |
Transaction and integration related | 33 | 400 | 1,468 | 927 |
Interest expense | 2,597 | 2,200 | 5,064 | 4,390 |
Non-operating expense, net | (1,213) | (542) | (2,256) | (732) |
Operating Segments [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Operating income (loss) | 31,505 | 47,110 | 60,133 | 87,922 |
Semiconductor Products Group | ||||
Segment Reporting Information [Line Items] | ||||
Operating income (loss) | $ 31,505 | $ 47,110 | $ 60,133 | $ 87,922 |
Segment Information - Revenue b
Segment Information - Revenue by Product Line (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jul. 28, 2019 | Jul. 29, 2018 | Jul. 28, 2019 | Jul. 29, 2018 | |
Revenue from External Customer [Line Items] | ||||
Net sales | $ 137,146,000 | $ 163,211,000 | $ 268,500,000 | $ 293,640,000 |
Signal Integrity | ||||
Revenue from External Customer [Line Items] | ||||
Net sales | 55,094,000 | 68,802,000 | 105,350,000 | 134,401,000 |
Wireless and Sensing | ||||
Revenue from External Customer [Line Items] | ||||
Net sales | 41,696,000 | 48,410,000 | 83,903,000 | 93,949,000 |
Protection | ||||
Revenue from External Customer [Line Items] | ||||
Net sales | 40,356,000 | 45,999,000 | 79,247,000 | 86,791,000 |
Other: Warrant Shares | ||||
Revenue from External Customer [Line Items] | ||||
Net sales offset | $ 0 | $ 0 | $ 0 | $ (21,501,000) |
Net sales | ||||
Revenue from External Customer [Line Items] | ||||
Concentration risk, percentage | 100.00% | 100.00% | 100.00% | 100.00% |
Net sales | Signal Integrity | ||||
Revenue from External Customer [Line Items] | ||||
Concentration risk, percentage | 40.00% | 42.00% | 39.00% | 45.00% |
Net sales | Wireless and Sensing | ||||
Revenue from External Customer [Line Items] | ||||
Concentration risk, percentage | 30.00% | 30.00% | 31.00% | 32.00% |
Net sales | Protection | ||||
Revenue from External Customer [Line Items] | ||||
Concentration risk, percentage | 30.00% | 28.00% | 30.00% | 30.00% |
Net sales | Other: Warrant Shares | ||||
Revenue from External Customer [Line Items] | ||||
Concentration risk, percentage | 0.00% | 0.00% | 0.00% | (7.00%) |
Segment Information - Revenue_2
Segment Information - Revenue by Sales Channel (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jul. 28, 2019 | Jul. 29, 2018 | Jul. 28, 2019 | Jul. 29, 2018 | |
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Net sales | $ 137,146 | $ 163,211 | $ 268,500 | $ 293,640 |
Distributor | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Net sales | 99,138 | 109,844 | 180,280 | 212,317 |
Direct | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Net sales | 38,008 | 53,367 | 88,220 | 102,824 |
Other: Warrant Shares | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Revenue offset | $ 0 | $ 0 | $ 0 | $ 21,501 |
Segment Information - Net Sal_2
Segment Information - Net Sales Activity by Geographic Region (Details) | 3 Months Ended | 6 Months Ended | ||
Jul. 28, 2019 | Jul. 29, 2018 | Jul. 28, 2019 | Jul. 29, 2018 | |
Other: Warrant Shares | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Concentration risk, percentage | 0.00% | 0.00% | 0.00% | (7.00%) |
Net sales | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Concentration risk, percentage | 100.00% | 100.00% | 100.00% | 100.00% |
Net sales | Asia-Pacific | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Concentration risk, percentage | 74.00% | 75.00% | 76.00% | 72.00% |
Net sales | North America | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Concentration risk, percentage | 16.00% | 19.00% | 14.00% | 28.00% |
Net sales | Europe | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Concentration risk, percentage | 10.00% | 6.00% | 10.00% | 7.00% |
Segment Information - Summary o
Segment Information - Summary of Sales Activity to Countries that Represented Greater than 10% of Total Net Sales (Details) - Net sales | 3 Months Ended | 6 Months Ended | ||
Jul. 28, 2019 | Jul. 29, 2018 | Jul. 28, 2019 | Jul. 29, 2018 | |
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Concentration risk, percentage | 100.00% | 100.00% | 100.00% | 100.00% |
Geographic Concentration Risk [Member] | China (including Hong Kong) | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Concentration risk, percentage | 52.00% | 56.00% | 52.00% | 53.00% |
Geographic Concentration Risk [Member] | United States | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Concentration risk, percentage | 9.00% | 10.00% | 10.00% | 12.00% |
Stock Repurchase Program - Narr
Stock Repurchase Program - Narrative (Details) - USD ($) | Jul. 28, 2019 | Jul. 28, 2019 | Jul. 29, 2018 | Jul. 28, 2019 | Jul. 29, 2018 | May 24, 2018 |
Equity [Abstract] | ||||||
Additional stock repurchase amount authorized | $ 250,000,000 | |||||
Shares repurchased under the stock repurchase program, value | $ 287,700,000 | $ 20,000,000 | $ 24,414,000 | $ 20,110,000 | $ 49,739,000 | |
Remaining authorization under stock repurchase program | $ 160,700,000 | $ 160,700,000 | $ 160,700,000 |
Stock Repurchase Program - Summ
Stock Repurchase Program - Summary of Stock Repurchases (Details) - USD ($) $ in Thousands | Jul. 28, 2019 | Jul. 28, 2019 | Jul. 29, 2018 | Jul. 28, 2019 | Jul. 29, 2018 |
Equity, Class of Treasury Stock [Line Items] | |||||
Shares repurchased under the stock repurchase program, value | $ 287,700 | $ 20,000 | $ 24,414 | $ 20,110 | $ 49,739 |
Shares repurchased under the stock repurchase program | |||||
Equity, Class of Treasury Stock [Line Items] | |||||
Shares repurchased under the stock repurchase program, shares | 446,270 | 495,609 | 448,481 | 1,140,753 | |
Shares repurchased under the stock repurchase program, value | $ 20,000 | $ 24,413 | $ 20,110 | $ 49,738 |