Cover Page
Cover Page - shares | 6 Months Ended | |
Jul. 30, 2023 | Sep. 08, 2023 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Jul. 30, 2023 | |
Document Transition Report | false | |
Contained File Information, File Number | 001-06395 | |
Entity Registrant Name | SEMTECH CORP | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 95-2119684 | |
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 | |
Title of 12(b) Security | Common Stock par value $0.01 per share | |
Trading Symbol | SMTC | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 64,174,406 | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2024 | |
Document Fiscal Period Focus | Q2 | |
Entity Central Index Key | 0000088941 | |
Current Fiscal Year End Date | --01-28 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Income (unaudited) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jul. 30, 2023 | Jul. 31, 2022 | Jul. 30, 2023 | Jul. 31, 2022 | |
Income Statement [Abstract] | ||||
Net sales | $ 238,372 | $ 209,254 | $ 474,911 | $ 411,403 |
Cost of sales | 127,071 | 73,435 | 249,809 | 145,331 |
Amortization of acquired technology | 10,573 | 1,048 | 21,428 | 2,096 |
Total cost of sales | 137,644 | 74,483 | 271,237 | 147,427 |
Gross profit | 100,728 | 134,771 | 203,674 | 263,976 |
Operating costs and expenses, net: | ||||
Selling, general and administrative | 65,024 | 48,119 | 123,141 | 91,483 |
Product development and engineering | 51,387 | 40,601 | 103,214 | 79,390 |
Intangible amortization | 4,871 | 0 | 9,753 | 0 |
Gain on sale of business | 0 | (17,986) | 0 | (17,986) |
Goodwill impairment | 279,555 | 0 | 279,555 | 0 |
Total operating costs and expenses, net | 400,837 | 70,734 | 515,663 | 152,887 |
Operating (loss) income | (300,109) | 64,037 | (311,989) | 111,089 |
Interest expense | (24,171) | (1,259) | (44,681) | (2,456) |
Interest income | 674 | 555 | 1,743 | 919 |
Non-operating expense, net | (1,566) | (430) | (2,039) | (532) |
Investment impairments and credit loss reserves, net | (227) | 429 | (260) | 405 |
(Loss) income before taxes and equity method (loss) income | (325,399) | 63,332 | (357,226) | 109,425 |
Provision for income taxes | 56,592 | 12,019 | 54,175 | 20,088 |
Net (loss) income before equity method (loss) income | (381,991) | 51,313 | (411,401) | 89,337 |
Equity method (loss) income | (12) | 283 | (19) | 307 |
Net (loss) income | (382,003) | 51,596 | (411,420) | 89,644 |
Net loss attributable to noncontrolling interest | (1) | (2) | (3) | (3) |
Net (loss) income attributable to common stockholders | $ (382,002) | $ 51,598 | $ (411,417) | $ 89,647 |
(Loss) earnings per share: | ||||
Basic (in dollars per share) | $ (5.97) | $ 0.81 | $ (6.43) | $ 1.41 |
Diluted (in dollars per share) | $ (5.97) | $ 0.81 | $ (6.43) | $ 1.39 |
Weighted-average number of shares used in computing (loss) earnings per share: | ||||
Basic (in shares) | 64,005 | 63,500 | 63,964 | 63,725 |
Diluted (in shares) | 64,005 | 63,977 | 63,964 | 64,270 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements Of Comprehensive Income (unaudited) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jul. 30, 2023 | Jul. 31, 2022 | Jul. 30, 2023 | Jul. 31, 2022 | |
Net (loss) income | $ (382,003) | $ 51,596 | $ (411,420) | $ 89,644 |
Other comprehensive income, net: | ||||
Cumulative translation adjustment | (6,697) | (48) | (7,698) | (48) |
Change in defined benefit plans, net | (52) | 23 | (102) | 46 |
Other comprehensive income, net: | 5,116 | 512 | 2,492 | 1,912 |
Comprehensive (loss) income | (376,887) | 52,108 | (408,928) | 91,556 |
Comprehensive loss attributable to noncontrolling interest | (1) | (2) | (3) | (3) |
Comprehensive (loss) income attributable to common stockholders | (376,886) | 52,110 | (408,925) | 91,559 |
Foreign Exchange Contract | ||||
Other comprehensive income, net: | ||||
Unrealized gain (loss) on cash flow hedges, net | 96 | 546 | (27) | 546 |
Reclassifications of realized (gain) loss on cash flow hedges, net to net income | (164) | (142) | (276) | (142) |
Interest Rate Swap | ||||
Other comprehensive income, net: | ||||
Unrealized gain (loss) on cash flow hedges, net | 13,769 | 307 | 14,187 | 1,564 |
Reclassifications of realized (gain) loss on cash flow hedges, net to net income | $ (1,836) | $ (174) | $ (3,592) | $ (54) |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (unaudited) - USD ($) $ in Thousands | Jul. 30, 2023 | Jan. 29, 2023 |
Current assets: | ||
Cash and cash equivalents | $ 147,912 | $ 235,510 |
Accounts receivable, less allowances of $4,418 and $3,881, respectively | 159,097 | 161,695 |
Inventories | 180,231 | 207,704 |
Prepaid taxes | 7,669 | 6,243 |
Other current assets | 135,029 | 111,634 |
Total current assets | 629,938 | 722,786 |
Non-current assets: | ||
Property, plant and equipment, net of accumulated depreciation of $272,632 and $257,978, respectively | 161,329 | 169,293 |
Deferred tax assets | 14,075 | 63,783 |
Goodwill | 1,017,444 | 1,281,703 |
Other intangible assets, net | 183,401 | 215,102 |
Other assets | 112,413 | 116,961 |
TOTAL ASSETS | 2,118,600 | 2,569,628 |
Current liabilities: | ||
Accounts payable | 52,473 | 100,676 |
Accrued liabilities | 215,694 | 253,075 |
Current portion of long-term debt | 52,890 | 43,104 |
Total current liabilities | 321,057 | 396,855 |
Non-current liabilities: | ||
Deferred tax liabilities | 4,755 | 5,065 |
Long-term debt | 1,330,614 | 1,296,966 |
Other long-term liabilities | 95,159 | 114,707 |
Commitments and contingencies (Note 12) | ||
Stockholders’ equity: | ||
Common stock, $0.01 par value, 250,000,000 shares authorized, 78,136,144 issued and 64,030,212 outstanding and 78,136,144 issued and 63,870,581 outstanding, respectively | 785 | 785 |
Treasury stock, at cost, 14,105,932 shares and 14,265,563 shares, respectively | (572,990) | (577,907) |
Additional paid-in capital | 486,365 | 471,374 |
Retained earnings | 446,823 | 858,240 |
Accumulated other comprehensive income | 5,852 | 3,360 |
Total stockholders’ equity | 366,835 | 755,852 |
Noncontrolling interest | 180 | 183 |
Total equity | 367,015 | 756,035 |
TOTAL LIABILITIES AND EQUITY | $ 2,118,600 | $ 2,569,628 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (unaudited) (Parenthetical) - USD ($) $ in Thousands | Jul. 30, 2023 | Jan. 29, 2023 |
Statement of Financial Position [Abstract] | ||
Allowance for doubtful accounts, receivables | $ 4,418 | $ 3,881 |
Accumulated depreciation | $ 272,632 | $ 257,978 |
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized (in shares) | 250,000,000 | 250,000,000 |
Common stock, shares issued (in shares) | 78,136,144 | 78,136,144 |
Common stock, shares outstanding (in shares) | 64,030,212 | 63,870,581 |
Treasury stock (in shares) | 14,105,932 | 14,265,563 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity (unaudited) - USD ($) $ in Thousands | Total | Stockholders’ Equity | Common Stock | Treasury Stock, at Cost | Additional Paid-in Capital | Retained Earnings | Accumulated Other Comprehensive Income | Noncontrolling Interest |
Beginning balance (in shares) at Jan. 30, 2022 | 64,098,565 | |||||||
Beginning balance at Jan. 30, 2022 | $ 737,775 | $ 737,584 | $ 785 | $ (549,942) | $ 491,956 | $ 796,860 | $ (2,075) | $ 191 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Net (loss) income | 89,644 | 89,647 | 89,647 | (3) | ||||
Other comprehensive income (loss) | 1,912 | 1,912 | 1,912 | |||||
Share-based compensation | 24,711 | 24,711 | 24,711 | |||||
Repurchase of common stock (in shares) | (762,093) | |||||||
Repurchase of common stock | (50,000) | (50,000) | (50,000) | |||||
Treasury stock reissued (in shares) | 179,869 | |||||||
Treasury stock reissued to settle share-based awards | (4,996) | (4,996) | 5,493 | (10,489) | ||||
Ending balance (in shares) at Jul. 31, 2022 | 63,516,341 | |||||||
Ending balance at Jul. 31, 2022 | 799,046 | 798,858 | $ 785 | (594,449) | 506,178 | 886,507 | (163) | 188 |
Beginning balance (in shares) at May. 01, 2022 | 63,466,933 | |||||||
Beginning balance at May. 01, 2022 | 735,173 | 734,983 | $ 785 | (596,187) | 496,151 | 834,909 | (675) | 190 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Net (loss) income | 51,596 | 51,598 | 51,598 | (2) | ||||
Other comprehensive income (loss) | 512 | 512 | 512 | |||||
Share-based compensation | 12,608 | 12,608 | 12,608 | |||||
Treasury stock reissued (in shares) | 49,408 | |||||||
Treasury stock reissued to settle share-based awards | (843) | (843) | 1,738 | (2,581) | ||||
Ending balance (in shares) at Jul. 31, 2022 | 63,516,341 | |||||||
Ending balance at Jul. 31, 2022 | $ 799,046 | 798,858 | $ 785 | (594,449) | 506,178 | 886,507 | (163) | 188 |
Beginning balance (in shares) at Jan. 29, 2023 | 63,870,581 | 63,870,581 | ||||||
Beginning balance at Jan. 29, 2023 | $ 756,035 | 755,852 | $ 785 | (577,907) | 471,374 | 858,240 | 3,360 | 183 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Net (loss) income | (411,420) | (411,417) | (411,417) | (3) | ||||
Other comprehensive income (loss) | 2,492 | 2,492 | 2,492 | |||||
Share-based compensation | 22,323 | 22,323 | 22,323 | |||||
Treasury stock reissued (in shares) | 159,631 | |||||||
Treasury stock reissued to settle share-based awards | $ (2,415) | (2,415) | 4,917 | (7,332) | ||||
Ending balance (in shares) at Jul. 30, 2023 | 64,030,212 | 64,030,212 | ||||||
Ending balance at Jul. 30, 2023 | $ 367,015 | 366,835 | $ 785 | (572,990) | 486,365 | 446,823 | 5,852 | 180 |
Beginning balance (in shares) at Apr. 30, 2023 | 63,957,748 | |||||||
Beginning balance at Apr. 30, 2023 | 733,209 | 733,028 | $ 785 | (575,317) | 477,999 | 828,825 | 736 | 181 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Net (loss) income | (382,003) | (382,002) | (382,002) | (1) | ||||
Other comprehensive income (loss) | 5,116 | 5,116 | 5,116 | |||||
Share-based compensation | 11,503 | 11,503 | 11,503 | |||||
Treasury stock reissued (in shares) | 72,464 | |||||||
Treasury stock reissued to settle share-based awards | $ (810) | (810) | 2,327 | (3,137) | ||||
Ending balance (in shares) at Jul. 30, 2023 | 64,030,212 | 64,030,212 | ||||||
Ending balance at Jul. 30, 2023 | $ 367,015 | $ 366,835 | $ 785 | $ (572,990) | $ 486,365 | $ 446,823 | $ 5,852 | $ 180 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (unaudited) - USD ($) $ in Thousands | 6 Months Ended | |
Jul. 30, 2023 | Jul. 31, 2022 | |
Cash flows from operating activities: | ||
Net (loss) income | $ (411,420) | $ 89,644 |
Adjustments to reconcile net (loss) income to net cash (used in) provided by operating activities: | ||
Depreciation and amortization | 46,565 | 14,998 |
Amortization of right-of-use assets | 3,282 | 2,302 |
Investment impairments and credit loss reserves, net | 260 | (405) |
Accretion of deferred financing costs and debt discount | 3,103 | 241 |
Write-off of deferred financing costs and debt discount | 771 | 0 |
Deferred income taxes | 50,542 | 261 |
Share-based compensation | 21,803 | 24,143 |
Gain on disposition of business operations and assets | (17) | (17,978) |
Equity method loss (income) | 19 | (307) |
Corporate-owned life insurance, net | 3,212 | 831 |
Goodwill impairment | 279,555 | 0 |
Amortization of inventory step-up | 3,314 | 0 |
Changes in assets and liabilities: | ||
Accounts receivable, net | 2,725 | 402 |
Inventories | 22,094 | (15) |
Other assets | (11,179) | 2,836 |
Accounts payable | (37,730) | 5,676 |
Accrued liabilities | (71,211) | 7,230 |
Other liabilities | (7,680) | (2,530) |
Net cash (used in) provided by operating activities | (101,992) | 127,329 |
Cash flows from investing activities: | ||
Proceeds from sales of property, plant and equipment | 42 | 0 |
Purchase of property, plant and equipment | (20,897) | (15,583) |
Proceeds from sale of investments | 0 | 2,275 |
Purchase of investments | (930) | (3,288) |
Purchase of intangibles | (292) | 0 |
Proceeds from sale of business, net of cash disposed | 0 | 26,812 |
Proceeds from corporate-owned life insurance | 2,500 | 2,676 |
Premiums paid for corporate-owned life insurance | 0 | (2,676) |
Net cash (used in) provided by investing activities | (19,577) | 10,216 |
Cash flows from financing activities: | ||
Proceeds from revolving line of credit | 60,000 | 10,000 |
Payments of revolving line of credit | 0 | (10,000) |
Payments of term loans | (11,187) | 0 |
Deferred financing costs | (11,671) | 0 |
Payments for employee share-based compensation payroll taxes | (2,415) | (5,616) |
Proceeds from exercise of stock options | 0 | 620 |
Repurchase of common stock | 0 | (50,000) |
Net cash provided by (used in) financing activities | 34,727 | (54,996) |
Effect of foreign exchange rate changes on cash and cash equivalents | (756) | 0 |
Net (decrease) increase in cash and cash equivalents | (87,598) | 82,549 |
Cash and cash equivalents at beginning of period | 235,510 | 279,601 |
Cash and cash equivalents at end of period | 147,912 | 362,150 |
Supplemental disclosure of cash flow information: | ||
Interest paid | 40,912 | 1,931 |
Income taxes paid | 15,612 | 5,375 |
Non-cash investing and financing activities: | ||
Accounts payable related to capital expenditures | $ 1,640 | $ 3,384 |
Organization and Basis of Prese
Organization and Basis of Presentation | 6 Months Ended |
Jul. 30, 2023 | |
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 high-performance semiconductor, IoT systems and cloud connectivity service provider. The end customers for the Company’s silicon solutions are primarily original equipment manufacturers that produce and sell technology solutions. The Company’s IoT module, router, gateway and managed connectivity solutions ship to IoT device makers and enterprises to provide IoT connectivity to end devices. The Company designs, develops and markets a wide range of products for commercial applications, the majority of which are sold into the infrastructure, high-end consumer and industrial end markets. Basis of Presentation 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 2024 and 2023 each consisted of 13 weeks. Principles of Consolidation The accompanying interim unaudited condensed consolidated financial statements include the accounts of the Company and its majority-owned subsidiaries and have been prepared in accordance with generally accepted accounting principles 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 29, 2023 ("Annual Report"). The Company’s interim unaudited condensed consolidated statements of operations are referred to herein as the "Statements of Operations," the Company’s interim unaudited condensed consolidated balance sheets are referred to herein as the "Balance Sheets," and the Company's interim unaudited condensed consolidated statements of cash flows are referred to herein as the "Statements of Cash Flows." 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 and results of operations of the Company for the interim periods presented. All intercompany balances have been eliminated. 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. 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. Reclassification In fiscal year 2023, the Company reclassified amounts recorded for amortization of acquired technology intangible assets as a component of cost of sales. This was applied retrospectively and resulted in the reclassification of $1.0 million and $2.1 million of amortization of acquired technology intangible assets for the three and six months ended July 31, 2022, respectively, from "Intangible amortization" within "Total operating costs and expenses, net" to "Amortization of acquired technology" within "Total cost of sales" in the Statements of Operations, which also had the impact of reducing gross profit by the same amount. This reclassification did not impact the Company's operating income, net income or earnings per share for any historical periods and also did not impact the Company's Balance Sheets or Statements of Cash Flows. Liquidity The accompanying interim unaudited condensed consolidated financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. Management evaluated whether there are any conditions and events, considered in the aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern over the next twelve months from the issuance of the accompanying interim unaudited condensed consolidated financial statements. Compliance with the Company’s leverage and interest expense coverage financial covenants is measured quarterly based upon the Company’s performance over the most recent four quarters, and compliance with the liquidity covenant is measured as of the last day of each monthly accounting period. As of July 30, 2023, the Company was in compliance with the financial covenants in the Credit Agreement (as defined in Note 9, Long-Term Debt). In response to adverse market demand conditions, the Company has taken actions to reduce expenses to preserve cash and maintain compliance with its financial covenants. In the absence of additional actions, the Company may not maintain compliance with the financial covenants over the next twelve months from the issuance of the accompanying interim unaudited condensed consolidated financial statements, which noncompliance would raise substantial doubt about the Company’s ability to continue as a going concern. Failure to meet the covenant requirements in the Credit Agreement would constitute an event of default under the Credit Agreement and there is no certainty the Company would be able to obtain waivers or amendments with the requisite lenders party thereto in order to maintain compliance. If an event of default occurs and the Company is unable to obtain necessary waivers or amendments, the requisite lenders may elect to declare all outstanding borrowings, together with accrued and unpaid interest and other amounts payable thereunder, to be immediately due and payable. Further, if an event of default occurs, the lenders will have the right to proceed against the collateral granted to them to secure that debt. If the debt under the Credit Agreement were to be accelerated, the Company’s assets may not be sufficient to repay in full the debt that may become due as a result of that acceleration. The Company could seek replacement financing at prevailing market rates or raise additional capital by issuing equity or debt securities; however, this may not be on terms favorable to the Company, or available at all. |
Acquisition
Acquisition | 6 Months Ended |
Jul. 30, 2023 | |
Business Combination and Asset Acquisition [Abstract] | |
Acquisition | Acquisition and Divestiture Acquisition of Sierra Wireless, Inc. On January 12, 2023 (the "Acquisition Date"), the Company completed the acquisition of all of the issued and outstanding common shares of Sierra Wireless, Inc. ("Sierra Wireless") in an all-cash transaction representing a total purchase consideration of approximately $1.3 billion (the "Sierra Wireless Acquisition"). The results of operations of Sierra Wireless have been included in the Statements of Operations since the Acquisition Date. The transaction was accounted for as a business combination in accordance with Accounting Standards Codification ("ASC") 805, "Business Combinations." The purchase price allocation for the Sierra Wireless Acquisition is preliminary. The Company made an initial allocation of the purchase price at the Acquisition Date based upon its understanding of the fair value of the acquired assets and assumed liabilities based on the information that was currently available. The fair values of acquired intangibles are determined based on estimates and assumptions that are deemed reasonable by the Company. In the fourth quarter of fiscal year 2023, a preliminary goodwill balance of $931.4 million was recognized for the excess of the consideration transferred over the net assets acquired and represented the expected revenue and cost synergies of the combined company and assembled workforce. In the six months ended July 30, 2023, the Company finalized measurement period adjustments related to identifiable intangible assets, inventories, property, plant, and equipment and other assets and liabilities, which have been recorded to reflect facts and circumstances that existed as of the Acquisition Date. These adjustments increased the preliminary goodwill balance by $21.7 million to $953.1 million. The amounts assigned to certain legal matters and income and non-income based taxes remain preliminary, are subject to adjustment and will be finalized within the measurement period (not to exceed one year from the Acquisition Date). In the six months ended July 30, 2023, the Company also finalized its determination of the reporting units related to the Sierra Wireless Acquisition and completed a preliminary allocation of the goodwill balance to these reporting units. See Note 8, Goodwill and Intangible Assets, for additional information. The following table presents the preliminary estimated fair values of assets and liabilities assumed on the Acquisition Date based on valuations and management's estimates: (in thousands) Amounts recognized as of Acquisition Date (as initially reported) Measurement period adjustment Amounts recognized as of Acquisition Date (as adjusted) Total purchase price consideration, net of cash acquired $68,794 $ 1,240,757 $ 1,240,757 Assets: — Accounts receivable, net 92,633 — 92,633 Inventories 96,339 (1,899) 94,440 Other current assets 72,724 5,003 77,727 Property, plant and equipment 29,086 (2,628) 26,458 Intangible assets 214,780 — 214,780 Prepaid taxes 3,001 — 3,001 Deferred tax assets 22,595 677 23,272 Other assets 14,878 — 14,878 Liabilities: — Accounts payable 50,413 210 50,623 Accrued liabilities 148,654 24,644 173,298 Deferred tax liabilities 4,824 64 4,888 Other long-term liabilities 32,785 (2,106) 30,679 Net assets acquired, excluding goodwill $ 309,360 $ (21,659) $ 287,701 Goodwill $ 931,397 $ 21,659 $ 953,056 See Note 8, Goodwill and Intangible Assets, for additional information about goodwill impairments recorded in the three and six months ended July 30, 2023 related to the Sierra Wireless Acquisition. The following table provides a summary of the pro forma unaudited consolidated results of operations as if the Sierra Wireless Acquisition had been completed on February 1, 2021 (the first day of fiscal year 2022): Three Months Ended Six Months Ended July 31, 2022 July 31, 2022 (in thousands) (unaudited) (unaudited) Total revenues $ 397,205 $ 772,311 Net loss $ 38,444 39,404 The unaudited pro forma information presented does not purport to be indicative of the results that would have been achieved had the acquisition been consummated at the beginning of the period presented nor of the results which may occur in the future. The pro forma adjustments are based upon available information and certain assumptions that the Company believes are reasonable. The unaudited pro forma information does not include any adjustments for any restructuring activities, operating efficiencies or cost savings. The Company ends its fiscal year on the last Sunday in January. Prior to the transaction, Sierra Wireless's fiscal year ended on December 31. To comply with SEC rules and regulations for companies with different fiscal year ends, the pro forma combined financial information has been prepared utilizing periods that differ by up to a month. Divestiture On May 3, 2022, the Company completed the divestiture of its high reliability discrete diodes and assemblies business (the “Disposal Group”) to Micross Components, Inc. for $26.8 million, net of cash disposed, in an all-cash transaction. The divestiture resulted in a gain of $18.0 million for both the three and six months ended July 31, 2022, which was recorded in "Gain on sale of business" in the Statements of Operations. As a result of the transaction, the Company disposed of $0.8 million of goodwill based on the relative fair value of the Disposal Group and the portion of the applicable reporting unit that was retained. The estimated fair value of the Disposal Group less estimated costs to sell exceeded its carrying amount as of the transaction date. As the sale of the Disposal Group was not considered a strategic shift that would have a major effect on the Company’s operations or financial results, it was not reported as discontinued operations. |
Earnings per Share
Earnings per Share | 6 Months Ended |
Jul. 30, 2023 | |
Earnings Per Share [Abstract] | |
Earnings per Share | arnings per Share The computation of basic and diluted (loss) earnings per share was as follows: Three Months Ended Six Months Ended (in thousands, except per share data) July 30, 2023 July 31, 2022 July 30, 2023 July 31, 2022 Net (loss) income attributable to common stockholders $ (382,002) $ 51,598 $ (411,417) $ 89,647 Weighted-average shares outstanding–basic 64,005 63,500 63,964 63,725 Dilutive effect of share-based compensation — 477 — 545 Weighted-average shares outstanding–diluted 64,005 63,977 63,964 64,270 (Loss) earnings per share: Basic $ (5.97) $ 0.81 $ (6.43) $ 1.41 Diluted $ (5.97) $ 0.81 $ (6.43) $ 1.39 Anti-dilutive shares not included in the above calculations: Share-based compensation 2,593 210 2,462 83 Warrants 8,573 — 8,573 — Total anti-dilutive shares 11,166 210 11,035 83 Basic earnings or loss per share is computed by dividing income or loss available to common stockholders by the weighted-average number of shares of common stock outstanding during the reporting period. Diluted earnings or loss per 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, market-condition restricted stock units and financial metric-based restricted stock units if certain conditions have been met, but excludes such incremental shares that would have an anti-dilutive effect. Due to the Company's net loss for the three and six months ended July 30, 2023, all shares underlying stock options and restricted stock units are considered anti-dilutive. |
Share-Based Compensation
Share-Based Compensation | 6 Months Ended |
Jul. 30, 2023 | |
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 Operations as follows: Three Months Ended Six Months Ended (in thousands) July 30, 2023 July 31, 2022 July 30, 2023 July 31, 2022 Cost of sales $ 525 $ 610 $ 888 $ 1,385 Selling, general and administrative 9,409 8,588 13,911 14,720 Product development and engineering 3,465 4,052 7,004 8,038 Total share-based compensation $ 13,399 $ 13,250 $ 21,803 $ 24,143 Restricted Stock Units, Employees The Company grants restricted stock units to certain employees of which a portion are expected to be settled with shares of the Company's common stock and a portion are expected to be settled in cash. The restricted stock units that are to be settled with shares are accounted for as equity. The grant date for these awards is equal to the measurement date and they are valued as of the measurement date, based on the fair value of the Company's common stock at the grant date, and recognized as share-based compensation expense over the requisite vesting period (typically 3 or 4 years). The restricted stock units that are to be settled in cash are accounted for as liabilities and the value of the awards is re-measured at the end of each reporting period until settlement at the end of the requisite vesting period (typically 3 years). In the six months ended July 30, 2023, the Company granted to certain employees 904,752 restricted stock units that settle in shares with a weighted-average grant date fair value of $27.45, including 123,652 restricted stock units granted to the current Chief Executive Officer ("CEO") that vest quarterly over a 3-year period and 232,635 restricted stock units granted to the former CEO ("Former CEO") prior to his retirement that vest quarterly over an 18-month period. In the six months ended July 30, 2023, the Company granted to certain employees 9,432 restricted stock units that settle in cash. Restricted Stock Units, Non-Employee Directors The Company maintains a compensation program pursuant to which restricted stock units are granted to the Company’s directors that are not employed by the Company or any of its subsidiaries. Under the Company's director compensation program, a portion of the restricted stock units granted under the program would be settled in cash and a portion would be settled in shares of the Company's common stock. Restricted stock units awarded under the program are generally scheduled to vest on the earlier of (i) one year after the grant date or (ii) the day immediately preceding the first annual meeting of the Company's stockholders following the grant. The portion of a restricted stock unit award under the program that is to be settled in cash will, subject to vesting, be settled when the director who received the award separates from service. The portion of a restricted stock unit award under the program that is to be settled in shares of stock will, subject to vesting, be settled promptly following vesting. In the six months ended July 30, 2023, the Company granted to certain non-employee directors 37,116 restricted stock units that settle in cash and 37,116 restricted stock units that settle in shares with a weighted-average grant date fair value of $25.28. The restricted stock units that are to be settled in cash are accounted for as liabilities. These awards are not typically settled until a non-employee director’s separation from service. The value of both the unvested and vested but unsettled awards are re-measured at the end of each reporting period until settlement. As of July 30, 2023, the total number of vested, but unsettled awards was 227,109 units and the liability associated with these awards was $5.5 million, of which $2.5 million was included in "Accrued liabilities" in the Balance Sheets relating to two previous non-employee directors currently serving short-term non-employee consultancies for the Company. The remaining $3.0 million was included in "Other long-term liabilities" in the Balance Sheets. Total Stockholder Return ("TSR") Market-Condition Restricted Stock Units The Company grants TSR market-condition restricted stock units (the "TSR Awards") to certain executives of the Company, which are settled in shares and accounted for as equity awards. The TSR Awards have a pre-defined market-condition, which determines the number of shares that ultimately vest, as well as a service condition. The TSR Awards are valued as of the grant date using a Monte Carlo simulation, which takes into consideration the possible outcomes pertaining to the TSR market condition and expense is recognized on a straight-line basis over the requisite service periods and is adjusted for any actual forfeitures. In the six months ended July 30, 2023, the Company granted 170,934 TSR Awards, including 61,827 TSR Awards granted to the CEO and 109,107 TSR Awards granted to certain other executives. The market condition is determined based upon the Company’s TSR benchmarked against the TSR of the Russell 3000 Index over one two performance period and be an active employee at the time of vesting of the awards. The grant-date fair values per unit of the TSR Awards granted to the CEO in the six months ended July 30, 2023 for each one two one two Financial Metric-Based Restricted Stock Units The Company grants financial metric-based restricted stock units to certain executives of the Company, which are settled in shares and accounted for as equity awards. These awards have a performance condition in addition to a service condition. The number of vested shares for each performance period is determined based on the Company’s attainment of pre-established revenue and non-GAAP operating income targets for the respective performance period. The vesting for tranches after the initial performance period is dependent on revenue and non-GAAP operating income for the preceding performance period. The financial metric-based restricted stock units are valued as of the measurement date and compensation cost is recognized using the accelerated attribution method over the requisite service period based on the number of shares that are probable of attainment for each fiscal year. one two |
Available-for-sale securities
Available-for-sale securities | 6 Months Ended |
Jul. 30, 2023 | |
Investments [Abstract] | |
Available-for-sale securities | Available-for-sale securities The following table summarizes the values of the Company’s available-for-sale securities: July 30, 2023 January 29, 2023 (in thousands) Fair Value Amortized Gross Fair Value Amortized Gross Convertible debt investments $ 14,249 $ 16,149 $ (1,900) $ 13,995 $ 15,635 $ (1,640) Total available-for-sale securities $ 14,249 $ 16,149 $ (1,900) $ 13,995 $ 15,635 $ (1,640) The following table summarizes the maturities of the Company’s available-for-sale securities: July 30, 2023 (in thousands) Fair Value Amortized Cost Within 1 year $ 12,870 $ 14,055 After 1 year through 5 years 1,379 2,094 Total available-for-sale securities $ 14,249 $ 16,149 The Company's available-for-sale securities consist 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. |
Fair Value Measurements
Fair Value Measurements | 6 Months Ended |
Jul. 30, 2023 | |
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 The fair values of financial assets and liabilities measured and recorded at fair value on a recurring basis were presented in the Balance Sheets as follows: July 30, 2023 January 29, 2023 (in thousands) Total (Level 1) (Level 2) (Level 3) Total (Level 1) (Level 2) (Level 3) Financial assets: Interest rate swap agreement $ 13,396 $ — $ 13,396 $ — $ 6,067 $ — $ 6,067 $ — Total return swap contracts 43 — 43 — 91 — 91 — Convertible debt investments 14,249 — — 14,249 13,995 — — 13,995 Foreign currency forward contracts 309 — 309 — 717 — 717 — Total financial assets $ 27,997 $ — $ 13,748 $ 14,249 $ 20,870 $ — $ 6,875 $ 13,995 Financial liabilities: Interest rate swap agreement — — — — 6,432 — 6,432 — Total financial liabilities $ — $ — $ — $ — $ 6,432 $ — $ 6,432 $ — During the six months ended July 30, 2023, the Company had no transfers of financial assets or liabilities between Level 1, Level 2 or Level 3. As of July 30, 2023 and January 29, 2023, 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 convertible debt investments are valued utilizing a combination of estimates that are based on the estimated discounted cash flows associated with the debt and the fair value of the equity into which the debt may be converted, all of which are Level 3 inputs. The following table presents a reconciliation of the changes in convertible debt investments in the six months ended July 30, 2023: (in thousands) Balance at January 29, 2023 $ 13,995 Increase in credit loss reserve (260) Interest accrued 514 Balance at July 30, 2023 $ 14,249 The interest rate swap agreements are measured at fair value using readily available interest rate curves (Level 2 inputs). The fair value of each agreement is determined by comparing, for each settlement, the contract rate to the forward rate and discounting to the present value. Contracts in a gain position are recorded in "Other current assets" and "Other assets" in the Balance Sheets and the value of contracts in a loss position are recorded in "Accrued liabilities" and "Other long-term liabilities" in the Balance Sheets. See Note 17, Derivatives and Hedging Activities, for further discussion of the Company’s derivative instruments. The foreign currency forward contracts are measured at fair value using readily available foreign currency forward and interest rate curves (Level 2 inputs). 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 17, Derivatives and Hedging Activities, for further discussion of the Company’s derivative instruments. The total return swap contracts are measured at fair value using quoted prices of the underlying investments (Level 2 inputs). The fair values of the total return swap contracts are recognized in the Balance Sheets in "Other Current Assets" if the instruments are in a gain position and in "Accrued Liabilities" if the instruments are in a loss position. See Note 17, Derivatives and Hedging Activities, for further discussion of the Company's derivative instruments. Instruments Not Recorded at Fair Value Some of the Company’s financial instruments are not measured at fair value, 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 revolving loans and Term Loans (as defined in Note 9, Long-Term Debt) are recorded at cost, which approximates fair value as the debt instruments bear interest at a floating rate. The Notes (as defined in Note 9, Long-Term Debt) are carried at face value less unamortized debt issuance costs, with interest expense reflecting the cash coupon plus the amortization of the capitalized issuance costs. The estimated fair values are determined based on the actual bid price of the Notes as of the last business day of the period. The following table displays the carrying values and fair values of the Notes: July 30, 2023 January 29, 2023 (in thousands) Fair Value Hierarchy Carrying Value Fair Value Carrying Value Fair Value 1.625% convertible senior notes due 2027, net (1) Level 2 309,358 304,371 308,150 345,075 (1) The 1.625% convertible senior notes due 2027, net are reflected net of $10.1 million and $11.4 million of unamortized debt issuance costs as of July 30, 2023 and January 29, 2023, respectively. 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 it determines they are impaired. Investment Impairments and Credit Loss Reserves The total credit loss reserve for the Company's held-to-maturity debt securities and available-for-sale debt securities was $4.4 million and $4.2 million as of July 30, 2023 and January 29, 2023, respectively. During each of the three and six months ended July 30, 2023, the Company increased its expected credit loss reserves by $0.2 million primarily due to its available-for-sale debt securities. During each of the three and six months ended July 31, 2022, the Company decreased its expected credit loss reserves by $0.4 million primarily due to a recovery on one of its held-to-maturity debt securities. Credit loss reserves related to the Company’s available-for-sale debt securities and held-to-maturity debt 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. |
Inventories
Inventories | 6 Months Ended |
Jul. 30, 2023 | |
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 net realizable value and consisted of the following: (in thousands) July 30, 2023 January 29, 2023 Raw materials and electronic components $ 63,536 $ 76,919 Work in progress 78,642 88,764 Finished goods 38,053 42,021 Total inventories $ 180,231 $ 207,704 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 6 Months Ended |
Jul. 30, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets | Goodwill and Intangible Assets Goodwill The carrying amounts of goodwill by applicable operating segment were as follows: (in thousands) Signal Integrity Advanced Protection and Sensing IoT System IoT Connected Services Unallocated Total Balance at January 29, 2023 $ 274,085 $ 14,639 $ 61,582 $ — $ 931,397 $ 1,281,703 Measurement period adjustment — — — — 21,659 $ 21,659 Reallocation — — 654,831 298,225 (953,056) — Cumulative translation adjustment — — (1,757) (4,606) — (6,363) Impairment — — (210,516) (69,039) — (279,555) Balance at July 30, 2023 $ 274,085 $ 14,639 $ 504,140 $ 224,580 $ — $ 1,017,444 On January 12, 2023, in connection with the Sierra Wireless Acquisition, the Company acquired all of the outstanding equity interests in Sierra Wireless and a preliminary goodwill balance of $931.4 million was recorded for the excess of the consideration transferred over the net assets acquired and represented the expected revenue and cost synergies of the combined company and assembled workforce. In the six months ended July 30, 2023, the Company recorded measurement period adjustments that increased goodwill by $21.7 million. See Note 2, Acquisition and Divestiture, for further discussion of the Sierra Wireless Acquisition and impact of the measurement period adjustments. In the fourth quarter of fiscal year 2023, in conjunction with the Sierra Wireless Acquisition, the Company formed two additional operating segments: the IoT System operating segment, which also absorbed portions of the Company's previous Wireless and Sensing operating segment, and the IoT Connected Services operating segment. In the six months ended July 30, 2023, the Company finalized the determination of the reporting units related to the previously-identified operating segments. IoT System-Modules and IoT System-Routers were identified as reporting units, which together with IoT System-Wireless (f.k.a. Wireless and Sensing) reporting unit, aggregate into the IoT System operating segment. IoT Connected Services comprises one reporting unit and, accordingly, is both a reporting unit and an operating segment. During the six months ended July 30, 2023, the Company also completed a preliminary allocation of the goodwill balance resulting from the Sierra Wireless Acquisition to each of these reporting units. Goodwill is not amortized, but is tested for impairment at the reporting unit level using either a qualitative or quantitative assessment on an annual basis during the fourth quarter of each fiscal year, and whenever events or changes in circumstances indicate that the carrying value may not be recoverable. Impairment of goodwill is measured at the reporting unit level by comparing the reporting unit’s carrying amount, including goodwill, to the fair market value of the reporting unit. During the second quarter of fiscal year 2024, as a result of reduced earnings forecasts associated with the business acquired from Sierra Wireless and current macroeconomic conditions, including a rising interest rate environment, the Company performed an interim impairment test using a quantitative assessment of the reporting units related to the Sierra Wireless Acquisition (specifically, the IoT Connected Services, IoT System–Modules and IoT System–Routers reporting units). The interim impairment test resulted in $279.6 million of total pre-tax non-cash goodwill impairment charges recorded in the Statements of Operations, consisting of $69.0 million of goodwill impairment for the IoT Connected Services reporting unit, $109.9 million of goodwill impairment for the IoT System–Modules reporting unit and $100.7 million goodwill impairment for the IoT System–Routers reporting unit. The fair values of these reporting units were determined based on a discounted cash flow model (an income approach) and earnings multiples (a market approach). Significant inputs to the reporting unit fair value measurements included forecasted cash flows, discount rates, terminal growth rates and earnings multiples, which were determined by management estimates and assumptions. The reporting unit fair value measurements are classified as Level 3 in the fair value hierarchy because they involve significant unobservable inputs. Purchased and Other Intangibles The following table sets forth the Company’s finite-lived intangible assets resulting from business acquisitions, which are amortized over their estimated useful lives: July 30, 2023 January 29, 2023 (in thousands, except estimated useful life) Estimated Gross Accumulated Net Carrying Gross Accumulated Net Carrying Core technologies 1-8 years $ 154,926 $ (22,576) $ 132,350 $ 175,080 $ (21,156) $ 153,924 Customer relationships 1-10 years 52,330 (8,856) 43,474 53,000 (690) 52,310 Trade name 2-10 years 9,000 (1,715) 7,285 9,000 (132) 8,868 Total finite-lived intangible assets $ 216,256 $ (33,147) $ 183,109 $ 237,080 $ (21,978) $ 215,102 Amortization expense of finite-lived intangible assets was as follows: Three Months Ended Six Months Ended (in thousands) July 30, 2023 July 31, 2022 July 30, 2023 July 31, 2022 Core technologies $ 10,573 $ 1,048 $ 21,428 $ 2,096 Customer relationships 4,080 — 8,170 — Trade name 791 — 1,583 — Total amortization expense $ 15,444 $ 1,048 $ 31,181 $ 2,096 Amortization expense of finite-lived intangible assets related to core technologies was recorded in "Amortization of acquired technology" within "Total cost of sales" in the Statements of Operations and amortization expense of finite-lived intangible assets related to customer relationships and trade name was recorded in "Intangible amortization" within "Total operating costs and expenses, net" in the Statements of Operations. As of the Acquisition Date, the weighted-average amortization period for the finite-lived intangible assets acquired in the Sierra Wireless Acquisition was 5.3 years, which reflects weighted-average amortization periods of 4.4 years, 7.9 years and 6.2 years for core technologies, customer relationships and trade name, respectively. Future amortization expense of finite-lived intangible assets is expected as follows: (in thousands) Core Technologies Customer Relationships Trade name Total 2024 (remaining six months) $ 20,024 $ 7,656 $ 1,583 $ 29,263 2025 39,510 3,999 1,722 45,231 2026 32,402 3,999 500 36,901 2027 17,541 3,999 500 22,040 2028 13,530 3,999 500 18,029 Thereafter 9,343 19,822 2,480 31,645 Total expected amortization expense $ 132,350 $ 43,474 $ 7,285 $ 183,109 Also presented in “Other intangible assets, net” in the Balance Sheets, are finite-lived intangible assets under construction to be amortized upon placement in service. The following table sets forth the Company's finite-lived intangible assets under construction: (in thousands) Net Carrying Amount Value at January 29, 2023 $ — Capitalized development costs 292 Value at July 30, 2023 $ 292 |
Long-Term Debt
Long-Term Debt | 6 Months Ended |
Jul. 30, 2023 | |
Debt Instruments [Abstract] | |
Long-Term Debt | Long-Term Debt Long-term debt and the current period interest rates were as follows: (in thousands, except percentages) July 30, 2023 January 29, 2023 Revolving loans $ 210,000 $ 150,000 Terms loans 883,813 895,000 1.625% convertible senior notes due 2027 319,500 319,500 Total debt $ 1,413,313 $ 1,364,500 Current portion, net $ (52,890) $ (43,104) Debt issuance costs (29,809) (24,430) Total long-term debt, net of debt issuance costs $ 1,330,614 $ 1,296,966 Weighted-average effective interest rate (1) 6.37 % 4.84 % (1) The revolving loans and Term Loans (as defined below) bear interest at variable rates based on Adjusted Term SOFR or a Base Rate (as defined herein), at the Company’s option, plus an applicable margin that varies based on the Company’s consolidated leverage ratio. In the first quarter of fiscal year 2024, the Company entered into an interest rate swap agreement with a 2.75 year term to hedge the variability of interest payments on $150.0 million of debt outstanding on the Term Loans at a fixed Term SOFR rate of 3.58%, plus a variable margin and spread based on the Company's consolidated leverage ratio. In the fourth quarter of fiscal year 2023, the Company entered into an interest rate swap agreement with a 5 year term to hedge the variability of interest payments on $450.0 million of debt outstanding on the Term Loans at a fixed Term SOFR rate of 3.44%, plus a variable margin and spread based on the Company's consolidated leverage ratio. As of July 30, 2023, the effective interest rate was a weighted-average rate that represented (a) interest on the revolving loans at a floating SOFR rate of 5.22% plus a margin and spread of 3.36% (total floating rate of 8.59%), (b) interest on $450.0 million of the debt outstanding on the Term Loans at a fixed SOFR rate of 3.44% plus a margin and spread of 3.35% (total fixed rate of 6.79%), (c) interest on $150.0 million of the debt outstanding on the Terms Loans at a fixed SOFR rate of 3.58% plus a margin and spread of 3.35% (total fixed rate of 6.93%), (d) interest on the remaining debt outstanding on the Term Loans at a floating SOFR rate of 5.22% plus a margin and spread of 3.35% (total floating rate of 8.57%) and (e) interest on the Notes outstanding at a fixed rate of 1.625%. As of January 29, 2023, the effective interest rate was a weighted average-rate that represented (a) interest on the revolving loans at a fixed LIBOR rate of 0.73% plus a margin and spread of 2.36% (total fixed rate of 3.09%) (b) interest on $450.0 million of the debt outstanding on the Term Loans at a fixed SOFR rate of 3.44% plus a margin and spread of 2.35% (total fixed rate of 5.79%), (c) interest on the remaining debt outstanding on the Term Loans at a floating SOFR rate of 4.43% plus a margin and spread of 2.35% (total floating rate of 6.78%) and (d) interest on the Notes outstanding at a fixed rate of 1.625%. Credit Agreement On November 7, 2019, the Company, with certain of its domestic subsidiaries as guarantors, entered into an amended and restated credit agreement (as amended, restated or otherwise modified from time to time, the "Credit Agreement") with the lenders party thereto and HSBC Bank USA, National Association, as administrative agent, swing line lender and letter of credit issuer. In connection with the Sierra Wireless Acquisition, on September 26, 2022, the Company entered into a third amendment and restatement agreement (the “Restatement Agreement”), which became effective at the time of closing of the Sierra Wireless Acquisition, to among other things provide for the partial extension of the revolving commitments under the Credit Agreement and to incur term loans to finance the Sierra Wireless Acquisition and related costs and expenses. After effectiveness of the Restatement Agreement, the First Amendment and the Second Amendment described below, the borrowing capacity on the revolving credit facility thereunder (the "Revolving Credit Facility") is $500.0 million, of which $162.5 million is scheduled to mature on November 7, 2024 and $337.5 million is scheduled to mature on January 12, 2028, and the term loans thereunder (the "Term Loans") for an aggregate principal amount of $895.0 million are scheduled to mature on January 12, 2028. As of July 30, 2023, the Company had $883.8 million outstanding under the Term Loans and $210.0 million outstanding under the Revolving Credit Facility, which had undrawn borrowing capacity of $290.0 million, subject to customary conditions precedent, including the accuracy of representations and warranties and the absence of defaults. Up to $40.0 million of the Revolving Credit Facility may be used to obtain letters of credit, up to $25.0 million of the Revolving Credit Facility may be used to obtain swing line loans, and up to $75.0 million of the Revolving Credit Facility may be used to obtain revolving loans and letters of credit in certain currencies other than U.S. Dollars ("Alternative Currencies"). The proceeds of the Revolving Credit Facility may be used by the Company for capital expenditures, permitted acquisitions, permitted dividends, working capital and general corporate purposes. No amortization is required with respect to the revolving loans. After effectiveness of the Second Amendment described below, the Term Loans amortize in equal quarterly installments of 1.25% of the original principal amount thereof during fiscal year 2024 and will amortize in equal quarterly installments of 1.875% of the original principal amount thereof beginning in fiscal year 2025 and continuing during the period that financial covenant relief pursuant to the Second Amendment is in effect with the balance due at maturity. The Company may voluntarily prepay borrowings at any time and from time to time, without premium or penalty, other than customary "breakage costs" in certain circumstances. All obligations of the Company under the Credit Agreement are unconditionally guaranteed by all of the Company’s direct and indirect domestic subsidiaries, other than certain excluded subsidiaries, including, but not limited to, any domestic subsidiary the primary assets of which consist of equity or debt of non-U.S. subsidiaries, certain immaterial non-wholly-owned domestic subsidiaries and subsidiaries that are prohibited from providing a guarantee under applicable law or that would require governmental approval to provide such guarantee. The Company and the guarantors have also pledged substantially all of their assets to secure their obligations under the Credit Agreement. On February 24, 2023, the Company entered into the first amendment (the “First Amendment”) to the Credit Agreement, in order to, among other things, (i) increase the maximum consolidated leverage ratio covenant for certain test periods as set forth therein, (ii) reduce the minimum consolidated interest coverage ratio covenant for certain test periods as set forth therein, (iii) provide that, during the period that financial covenant relief pursuant to the First Amendment is in effect, the interest rate margin for (1) Term SOFR loans is deemed to be 2.50% and (2) Base Rate loans is deemed to be 1.50% per annum and (iv) make certain other changes as set forth therein. On June 6, 2023, the Company entered into the second amendment (the "Second Amendment") to the Credit Agreement, in order to, among other things, (i) increase the maximum consolidated leverage ratio covenant for certain test periods as set forth therein and described below, (ii) reduce the minimum consolidated interest coverage ratio covenant for certain test periods as set forth therein and described below, (iii) modify the pricing grid applicable to loans under the Credit Agreement during the covenant relief period as set forth therein and described below, (iv) impose a minimum liquidity covenant for certain periods during the covenant relief period as set forth therein and described below, (v) increase the annual amortization in respect of the term loans thereunder to 7.5% per annum for certain periods as set forth therein, (vi) impose an “anti-cash hoarding” condition to the borrowing of revolving loans as set forth therein, (vii) provide that the maturity date for the Term Loans and revolving loans shall be the day that is 91 days prior to the stated maturity date of the Notes if the Notes have not otherwise been refinanced or extended to at least 91 days after the stated maturity date of the Term Loans and revolving loans, the aggregate principal amount of non-extended outstanding Notes and certain replacement debt exceeds $50 million and a minimum liquidity condition is not satisfied, (viii) provide for the reduction of the aggregate revolving commitments thereunder by $100 million, (ix) require that the Company appoint a financial advisor and (x) make certain other modifications to the mandatory prepayments (including the imposition of an excess cash flow mandatory prepayment), collateral provisions and covenants (including additional limitations on debt, liens, investments and restricted payments such as dividends) as set forth therein. After effectiveness of the Second Amendment, interest on loans made under the Credit Agreement in U.S. Dollars accrues, at the Company's option, at a rate per annum equal to (1) the Base Rate (as defined below) plus a margin ranging from 0.25% to 2.75% depending upon the Company’s consolidated leverage ratio (except that, during the period that financial covenant relief pursuant to the Second Amendment is in effect, the margin will not be less than 2.25% per annum) or (2) Adjusted Term SOFR (as defined in the Credit Agreement, including certain credit spread adjustments) for an interest period to be selected by the Company plus a margin ranging from 1.25% to 3.75% depending upon the Company's consolidated leverage ratio (except that, during the period that financial covenant relief pursuant to the Second Amendment is in effect, the margin will not be less than 3.25% per annum) (such margin, the "Applicable Margin"). The "Base Rate" is equal to a fluctuating rate equal to the highest of (a) the Prime Rate (as defined in the Credit Agreement), (b) 0.50% above the NYFRB Rate (as defined in the Credit Agreement) and (c) one-month Adjusted Term SOFR (as defined in the Credit Agreement) plus 1.00%. Interest on loans made under the Revolving Credit Facility in Alternative Currencies accrues at a rate per annum equal to a customary benchmark rate (including, in certain cases, credit spread adjustments) plus the Applicable Margin. The Credit Agreement contains customary covenants, including limitations on the Company’s ability to, among other things, incur indebtedness, create liens on assets, engage in certain fundamental corporate changes, make investments, repurchase stock, pay dividends or make similar distributions, engage in certain affiliate transactions, or enter into agreements that restrict the Company's ability to create liens, pay dividends or make loan repayments. In addition, the Company must comply with financial covenants which, after effectiveness of the Second Amendment are as follows (unless the covenant relief period under the Second Amendment is earlier terminated by the Company): • maintaining a maximum consolidated leverage ratio, determined as of the last day of each fiscal quarter, of (i) 4.75 to 1.00, for the fiscal quarter ending on or around April 30, 2023, (ii) 6.80 to 1.00 for the fiscal quarter ending on or around July 31, 2023, (iii) 8.17 to 1.00 for the fiscal quarter ending on or around October 31, 2023, (iv) 8.58 to 1.00 for the fiscal quarter ending on or around January 31, 2024, (v) 7.26 to 1.00 for the fiscal quarter ending on or around April 30, 2024, (vi) 6.36 to 1.00 for the fiscal quarter ending on or around July 31, 2024, (vii) 5.85 to 1.00 for the fiscal quarter ending on or around October 31, 2024, (viii) 5.77 to 1.00 for the fiscal quarter ending on or around January 31, 2025, and (ix) 3.75 to 1.00 for the fiscal quarter ending on or around April 30, 2025 and each fiscal quarter thereafter subject to increase to 4.25 to 1.00 for the four full consecutive fiscal quarters ending on or after the date of consummation of a permitted acquisition that constitutes a "Material Acquisition" under the Credit Agreement, subject to the satisfaction of certain conditions; • maintaining a minimum consolidated interest expense coverage ratio, determined as of the last day of each fiscal quarter, of (i) 2.50 to 1.00 for the fiscal quarter ending on or around April 30, 2023, (ii) 2.04 to 1.00 for the fiscal quarter ending on or around July 31, 2023, (iii) 1.66 to 1.00 for the fiscal quarter ending on or around October 31, 2023, (iv) 1.61 to 1.00 for the fiscal quarter ending on or around January 31, 2024, (v) 1.81 to 1.00 for the fiscal quarter ending on or around April 30, 2024, (vi) 2.07 to 1.00 for the fiscal quarter ending on or around July 31, 2024, (vii) 2.27 to 1.00 for the fiscal quarter ending on or around October 31, 2024, (viii) 2.41 to 1.00 for the fiscal quarter ending on or around January 31, 2025, and (ix) 3.50 to 1.00 for the fiscal quarter ending April 30, 2025 and each fiscal quarter thereafter; and • until January 31, 2025, maintaining a minimum consolidated liquidity (as further defined in the Credit Agreement but excluding revolving credit commitments scheduled to expire in 2024) of $150 million as of the last day of each monthly accounting period of the Company. The Credit Agreement also contains customary provisions pertaining to events of default. If any event of default occurs, the obligations under the Credit Agreement may be declared due and payable, terminated upon written notice to the Company and existing letters of credit may be required to be cash collateralized. Compliance with the leverage and interest expense coverage financial covenants is measured quarterly based upon the Company’s performance over the most recent four quarters, and compliance with the liquidity covenant is measured as of the last day of each monthly accounting period. As of July 30, 2023, the Company was in compliance with the financial covenants in the Credit Agreement. See “Liquidity” in Note 1, Organization and Basis of Presentation, for additional information about compliance with the financial covenants. The $100 million reduction in borrowing capacity of the Revolving Credit Facility in connection with the Second Amendment resulted in a write-off of deferred financing costs and debt discount totaling $0.8 million in the second quarter of fiscal year 2024, which was included in "Interest expense" in the Statements of Operations. In the first quarter of fiscal year 2024, the Company entered into an interest rate swap agreement with a 2.75 year term to hedge the variability of interest payments on $150.0 million of debt outstanding on the Term Loans at a Term SOFR rate of 3.58%, plus a variable margin and spread based on the Company’s consolidated leverage ratio. In the fourth quarter of fiscal year 2023, the Company entered into an interest rate swap agreement with a 5 year term to hedge the variability of interest payments on $450.0 million of debt outstanding on the Term Loans at a Term SOFR rate of 3.44%, plus a variable margin and spread based on the Company’s consolidated leverage ratio. In the first quarter of fiscal year 2021, the Company entered into an interest rate swap agreement with a 3 year term to hedge the variability of interest payments on the first $150.0 million of debt outstanding under the Company's Revolving Credit Facility at a LIBOR-referenced rate of 0.73%, plus a variable margin and spread based on the Company's consolidated leverage ratio. This interest rate swap agreement matured during the first quarter of 2024. Convertible Senior Notes On October 12, 2022 and October 21, 2022, the Company issued and sold $300.0 million and $19.5 million, respectively, in aggregate principal amount of 1.625% Convertible Senior Notes due 2027 (the "Notes") in a private placement. The Notes were issued pursuant to an indenture, dated October 12, 2022, by and among the Company, the Subsidiary Guarantors (as defined below) party thereto and U.S. Bank Trust Company, National Association, as trustee (the "Indenture"). The Notes are jointly and severally and fully and unconditionally guaranteed by each of the Company’s current and future direct and indirect wholly-owned domestic subsidiaries (the “Subsidiary Guarantors”) that guarantee its borrowings under its Credit Agreement. The Notes bear interest at a rate of 1.625% per year, payable semi-annually in arrears on May 1 and November 1 of each year, beginning on May 1, 2023. The Notes will mature on November 1, 2027, unless earlier converted, redeemed or repurchased. The initial conversion rate of the Notes is 26.8325 shares of the Company's common stock per $1,000 principal amount of Notes (which is equivalent to an initial conversion price of approximately $37.27 per share). The conversion rate is subject to adjustment upon the occurrence of certain events specified in the Indenture but will not be adjusted for accrued and unpaid interest. In addition, upon the occurrence of a Make-Whole Fundamental Change (as defined in the Indenture) or if the Company delivers a Notice of Sale Price Redemption (as defined in the Indenture), the Company will, in certain circumstances, increase the conversion rate by a number of additional shares of common stock as described in the Indenture for a holder who elects to convert its Notes in connection with such Make-Whole Fundamental Change or to convert its Notes called (or deemed called as provided in the Indenture) for redemption in connection with such Notice of Sale Price Redemption, as the case may be. Prior to the close of business on the business day immediately preceding July 1, 2027, the Notes are convertible at the option of the holders thereof only under the following circumstances: (1) during any fiscal quarter commencing after the fiscal quarter ending on January 29, 2023 (and only during such fiscal quarter), if the last reported sale price of the Company's common stock for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding fiscal quarter is greater than or equal to 130% of the conversion price on each applicable trading day; (2) during the five business day period after any ten consecutive trading day period in which, for each trading day of that period, the Trading Price (as defined in the Indenture), as determined following a request by a holder of Notes in accordance with the procedures described in the Indenture, per $1,000 principal amount of Notes for such trading day was less than 98% of the product of the last reported sale price of the Company's common stock and the conversion rate on each such trading day; (3) if the Company calls such Notes for redemption, at any time prior to the close of business on the scheduled trading day immediately preceding the redemption date, but only with respect to the Notes called (or deemed called as provided in the Indenture) for redemption; or (4) upon the occurrence of specified corporate events described in the Indenture. As of July 30, 2023, none of the conditions allowing holders of the Notes to convert had been met. On or after July 1, 2027 until the close of business on the second scheduled trading day immediately preceding the maturity date of the Notes, holders of the Notes may convert all or a portion of their Notes, regardless of the foregoing conditions. Upon conversion, the Notes will be settled in cash up to the aggregate principal amount of the Notes to be converted, and in cash, shares of the Company's common stock or any combination thereof, at the Company’s option, in respect of the remainder, if any, of the Company’s conversion obligation in excess of the aggregate principal amount of the Notes being converted. The Company may not redeem the Notes prior to November 5, 2025. The Company may redeem for cash all or any portion of the Notes (subject to the limitation described below), at the Company’s option, on or after November 5, 2025 and before the 61st scheduled trading day immediately preceding the maturity date if the last reported sale price of the Company’s common stock has been at least 130% of the conversion price then in effect for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading day period (including the last trading day of such period) ending on, and including, the trading day immediately preceding the date on which the Company provides the related notice of sale price redemption, at a redemption price equal to 100% of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest to, but excluding, the redemption date. If the Company redeems less than all the outstanding Notes, at least $75.0 million aggregate principal amount of Notes must be outstanding and not subject to redemption as of the relevant redemption notice date. No sinking fund is provided for the Notes. Upon the occurrence of a Fundamental Change (as defined in the Indenture) prior to the maturity date of the Notes, holders of the Notes may require the Company to repurchase all or a portion of the Notes for cash at a price equal to 100% of the principal amount of the Notes to be repurchased, plus any accrued and unpaid interest to, but excluding, the Fundamental Change Repurchase Date (as defined in the Indenture). Convertible Note Hedge Transactions On October 6, 2022 and October 19, 2022, the Company entered into privately negotiated convertible note hedge transactions (the “Convertible Note Hedge Transactions”) with an affiliate of one of the initial purchasers of the Notes and another financial institution (collectively, the “Counterparties”) whereby the Company has the option to purchase the same number of shares of the Company’s common stock initially underlying the Notes in the aggregate for approximately $37.27 per share, which is subject to anti-dilution adjustments substantially similar to those in the Notes. The Convertible Note Hedge Transactions will expire upon the maturity of the Notes, if not earlier exercised. The Convertible Note Hedge Transactions are expected to reduce the potential dilution to the common stock upon the conversion of the Notes and/or offset any cash payments the Company is required to make in excess of the principal amount of converted Notes, as the case may be, in the event that the market price per share of common stock, as measured under the terms of the Convertible Note Hedge Transactions, is greater than the strike price of the Convertible Note Hedge Transactions, which initially corresponds to the initial conversion price of the Notes, or approximately $37.27 per share of the common stock. The Convertible Note Hedge Transactions are separate transactions, entered into by the Company with each of the Counterparties, and are not part of the terms of the Notes. Holders of the Notes do not have any rights with respect to the Convertible Note Hedge Transactions. The Company used approximately $72.6 million of the net proceeds from the offering of the Notes to pay the cost of the Convertible Note Hedge Transactions. The Convertible Note Hedge Transactions are recorded in additional paid-in capital in the Balance Sheets as they do not require classification outside of equity pursuant to ASC 480 and qualify for equity classification pursuant to ASC 815. Warrant Transactions On October 6, 2022 and on October 19, 2022, the Company separately entered into privately negotiated warrant transactions (the “Warrants”) with the Counterparties whereby the holders of the Warrants have the option to acquire, collectively, subject to anti-dilution adjustments, approximately 8.6 million shares of the Company’s common stock at an initial strike price of approximately $51.15 per share. The Warrants were sold in private placements to the Counterparties pursuant to an exemption from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), afforded by Section 4(a)(2) of the Securities Act. If the market price per share of the common stock, as measured under the terms of the Warrants, exceeds the strike price of the Warrants, the Warrants could have a dilutive effect on the common stock, unless the Company elects, subject to certain conditions, to settle the Warrants in cash. The Warrants will expire over a period beginning in February 2028. The Warrants are separate transactions, entered into by the Company with each of the Counterparties, and are not part of the terms of the Notes. Holders of the Notes do not have any rights with respect to the Warrants. The Company received aggregate proceeds of approximately $42.9 million from the sale of the Warrants to the Counterparties. The Warrants are recorded in additional paid-in capital in the Balance Sheets as they do not require classification outside of equity pursuant to ASC 480 and qualify for equity classification pursuant to ASC 815. In combination, the Convertible Note Hedge Transactions and the Warrants synthetically increase the strike price of the conversion option of the Notes from approximately $37.27 to $51.15, reducing the dilutive effect of the Notes in exchange for a net cash premium of $29.7 million. Interest Expense Interest expense was comprised of the following components for the periods presented: Three Months Ended Six Months Ended (in thousands) July 30, 2023 July 31, 2022 July 30, 2023 July 31, 2022 Contractual interest $ 24,156 $ 1,309 $ 45,397 $ 2,216 Interest swap agreement (2,445) (170) (4,590) (1) Amortization of debt discount and issuance costs 1,689 120 3,103 241 Write-off of deferred financing costs and debt discount 771 — 771 — Total interest expense $ 24,171 $ 1,259 $ 44,681 $ 2,456 As of July 30, 2023, 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. 30, 2023 | |
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, changes in valuation allowance, the non-deductibility of goodwill impairment charges, and research and development ("R&D") tax credits. The Tax Cuts and Jobs Act requires R&D costs incurred for tax years beginning after December 31, 2021 to be capitalized and amortized ratably over five or fifteen years for tax purposes, depending on where the research activities are conducted. The Company has elected to treat global intangible low-taxed income ("GILTI") as a period cost and the additional capitalization of R&D costs within GILTI increases the Company's provision for income taxes. During the second quarter of fiscal year 2024, the Company determined utilization of its net deferred tax assets ("DTAs") in the United States ("U.S.") was limited, and accordingly recorded an increase to its valuation allowance reserve of $52.8 million. This determination was made after evaluating both the positive and negative evidence regarding the recoverability of the Company’s net U.S. DTAs. Significant negative evidence that led to this conclusion included substantial cumulative GAAP financial losses, goodwill impairment (as discussed in Note 8, Goodwill and Intangible Assets), and in the absence of additional actions, the Company's inability to maintain compliance with the financial covenants over the next twelve months from the issuance of the accompanying interim unaudited condensed consolidated financial statements (as discussed in Note 1, Organization and Basis of Presentation). The amount of the DTA considered realizable, however, could be adjusted if estimates of future taxable income during the carryforward period are increased, or if objective negative evidence in the form of cumulative losses in no longer present and additional weight is given to subjective evidence such as the Company’s projections for future growth. 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 in 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 29, 2023 $ 31,471 Additions based on tax positions related to the current fiscal year 365 Decreases based on tax positions related to prior fiscal years (793) Balance at July 30, 2023 $ 31,043 Included in the balance of gross unrecognized tax benefits at July 30, 2023 and January 29, 2023 are $12.1 million and $12.6 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 30, 2023 January 29, 2023 Deferred tax assets - non-current $ 17,524 $ 17,446 Other long-term liabilities 12,127 12,641 Total accrued taxes $ 29,651 $ 30,087 The Company’s policy is to include net interest and penalties related to unrecognized tax benefits in the "Provision for income taxes" in the Statements of Operations. Tax years prior to 2013 (the Company’s fiscal year 2014) are generally not subject to examination by the U.S. Internal Revenue Service except for items involving tax attributes that have been carried forward to tax years whose statute of limitations remains open. For state returns in the U.S., 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 2020. 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 examinations cannot be predicted with certainty. If any issues addressed in the Company’s tax examinations 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 (loss) income from continuing operations before taxes and equity method (loss) income was as follows: Three Months Ended Six Months Ended (in thousands) July 30, 2023 July 31, 2022 July 30, 2023 July 31, 2022 Domestic $ (73,470) $ 17,786 $ (92,311) $ 13,004 Foreign (251,929) 45,546 (264,915) 96,421 Total $ (325,399) $ 63,332 $ (357,226) $ 109,425 |
Leases
Leases | 6 Months Ended |
Jul. 30, 2023 | |
Leases [Abstract] | |
Leases | Leases The Company has operating leases for real estate, vehicles, and office equipment, which are accounted for in accordance with ASC 842, "Leases." 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 up to approximately ten years, some of which include options to extend the leases for up to five years, and some of which include options to terminate the leases within one year. The components of lease expense were as follows: Three Months Ended Six Months Ended (in thousands) July 30, 2023 July 31, 2022 July 30, 2023 July 31, 2022 Operating lease cost $ 2,167 $ 1,454 $ 4,316 $ 2,900 Short-term lease cost 484 477 1,093 748 Sublease income (162) (34) (320) (69) Total lease cost $ 2,489 $ 1,897 $ 5,089 $ 3,579 Supplemental cash flow information related to leases was as follows: Six Months Ended (in thousands) July 30, 2023 July 31, 2022 Cash paid for amounts included in the measurement of lease liabilities $ 4,280 $ 2,703 Right-of-use assets obtained in exchange for new operating lease liabilities $ 2,696 $ 1,960 July 30, 2023 Weighted-average remaining lease term–operating leases (in years) 5.68 Weighted-average discount rate on remaining lease payments–operating leases 6.9 % Supplemental balance sheet information related to leases was as follows: (in thousands) July 30, 2023 January 29, 2023 Operating lease right-of-use assets in "Other assets" $ 30,885 $ 31,807 Operating lease liabilities in "Accrued liabilities" $ 6,416 $ 6,209 Operating lease liabilities in "Other long-term liabilities" 25,635 26,484 Total operating lease liabilities $ 32,051 $ 32,693 Maturities of lease liabilities as of July 30, 2023 are as follows: (in thousands) Fiscal Year Ending: 2024 (remaining six months) $ 4,234 2025 8,470 2026 7,076 2027 5,235 2028 4,606 Thereafter 9,679 Total lease payments 39,300 Less: imputed interest (7,249) Total $ 32,051 |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jul. 30, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Legal Matters 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 material and if the amount can be reasonably estimated. 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. However, for liabilities that are reasonably possible but not probable, the Company discloses the amount of reasonably possible loss or range of reasonably possible loss, if material and if the amount can be reasonably estimated. 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 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 intellectual property, 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. On June 14, 2022, Denso Corporation, and several of its affiliates (collectively "Denso"), filed a complaint against Sierra Wireless and several of its affiliates ("Sierra Entities") in the Superior Court of California, County of San Diego. Denso asserts eight causes of action, including claims for breach of express and implied warranties, equitable indemnification, negligent and intentional misrepresentation, unjust enrichment, promissory estoppel, and declaratory judgment, based on an alleged defect related to the GPS week number rollover date. Denso alleges that it incurred in excess of $84 million in damages and costs to implement a firmware update provided by Sierra Entities' supplier in late 2018, before Sierra Wireless disposed of the automotive business, to address the alleged product defect. Denso filed an amended complaint on September 23, 2022, asserting essentially the same eight causes of action. After briefing on a demurrer and initial discovery, the parties' reached a settlement in principle and are working to finalize a settlement agreement. On March 25, 2022, Harman Becker Automotive Systems GmbH, and several of its affiliates (collectively "Harman"), filed a complaint against certain Sierra Entities in the District Court of Munich, Germany. Harman asserts claims that the Sierra Entities, in connection with the delivery of certain modules by the Sierra Entities, violated a frame supply agreement, a quality assurance agreement and the United Nations Convention on Contracts for the International Sales of Goods. Harman alleges that it incurred approximately $16 million in damages and costs, the bulk of which amount related to settling with a customer that had to implement a firmware update provided by Sierra Entities' supplier in late 2018, before Sierra Wireless disposed of the automotive business, to address the alleged product defect. Since the case is at an early stage, at this time, the Company is unable to form a conclusion as to the likelihood of an unfavorable outcome or the amount or range of any possible loss resulting from the alleged claims. The Company intends to defend the claims vigorously. 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 remediation activities. The Company has been complying with RWQCB orders and direction, and continues to implement 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 total range of probable loss between $7.9 million and $9.4 million. To date, the Company has made $6.3 million in payments towards the remedial action plan. As of July 30, 2023, the estimated range of probable loss remaining was between $1.6 million and $3.1 million. 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 and as of July 30, 2023, has a remaining accrual of $1.6 million related to this matter. 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 also contain indemnification obligations with respect to the Company’s current directors and employees. The Company is a party to a variety of agreements in the ordinary course of business under which the Company may be obligated to indemnify a third party with respect to certain matters. The impact on the Company's future financial results is not subject to reasonable estimation because considerable uncertainty exists as to the final outcome of any claims and whether claims will be made. 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. Licenses Under certain license agreements, the Company is committed to make royalty payments based on the sales of products using certain technologies. The Company recognizes royalty obligations as determinable in accordance with agreement terms. Deferred Compensation The Company maintains a deferred compensation plan for certain officers and key executives that allows 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 defined vesting schedule. The Company's liability for the deferred compensation plan is presented below: (in thousands) July 30, 2023 January 29, 2023 Accrued liabilities $ 9,458 $ 4,714 Other long-term liabilities 34,925 37,563 Total deferred compensation liabilities under this plan $ 44,383 $ 42,277 The Company has purchased whole life insurance on the lives of certain current deferred compensation plan participants. This corporate-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's corporate owned life insurance is presented below: (in thousands) July 30, 2023 January 29, 2023 Other current assets $ 6,212 $ — Other assets 27,910 33,676 Total cash surrender value of corporate-owned life insurance $ 34,122 $ 33,676 |
Restructuring
Restructuring | 6 Months Ended |
Jul. 30, 2023 | |
Restructuring and Related Activities [Abstract] | |
Restructuring | Restructuring The Company has undertaken structural reorganization actions to reduce its workforce as a result of cost-saving measures and internal resource alignment including from the realization of synergies of the Sierra Wireless Acquisition. The Company also implemented a separate reduction in workforce plan that commenced during the second quarter of fiscal year 2024 and this reduction in workforce plan is expected to be largely complete by the third quarter of fiscal year 2024. These reorganization actions resulted in total restructuring charges of $9.8 million and $11.8 million in the three and six months ended July 30, 2023, respectively. The Company did not have any restructuring charges during the three and six months ended July 31, 2022. Restructuring related liabilities are included in "Accrued liabilities" in the Balance Sheets. Restructuring activity is summarized as follows: (in thousands) One-time employee termination benefits Other restructuring Total Balance at January 29, 2023 $ 4,027 $ 12 $ 4,039 Charges (1) 10,065 1,756 11,821 Cash payments (5,744) (1,287) (7,031) Balance at July 30, 2023 $ 8,348 $ 481 $ 8,829 (1) Restructuring charges include $5.8 million during the six months ended July 30, 2023 related to the reduction in workforce plan that commenced during the second quarter of fiscal year 2024. Restructuring charges were included in the Statements of Operations as follows: Three Months Ended Six Months Ended (in thousands) July 30, 2023 July 31, 2022 July 30, 2023 July 31, 2022 Cost of sales $ 362 $ — $ 859 $ — Selling, general and administrative 5,445 — 5,782 — Product development and engineering 3,954 — 5,180 — Total restructuring charges (1) $ 9,761 $ — $ 11,821 $ — (1) Restructuring charges include $5.8 million during each of the three and six months ended July 30, 2023 related to the reduction in workforce plan that commenced during the second quarter of fiscal year 2024. |
Concentration of Risk
Concentration of Risk | 6 Months Ended |
Jul. 30, 2023 | |
Risks and Uncertainties [Abstract] | |
Concentration of Risk | Concentration of Risk The following significant customers accounted for at least 10% of the Company's net sales in one or more of the periods indicated: Three Months Ended Six Months Ended (percentage of net sales) July 30, 2023 July 31, 2022 July 30, 2023 July 31, 2022 Trend-tek Technology Ltd. (and affiliates) 6 % 15 % 6 % 16 % CEAC International Limited 6 % 14 % 6 % 13 % Frontek Technology Corporation (and affiliates) 9 % 12 % 7 % 13 % Arrow Electronics (and affiliates) 3 % 10 % 3 % 8 % Outside Subcontractors and Suppliers The Company relies on a limited number of third-party subcontractors and suppliers for the supply of silicon wafers, chipsets and other electronic components, and for product manufacturing, packaging, testing and certain other tasks. Disruption or termination of supply sources or subcontractors have delayed and could in the future 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. A significant amount of the Company’s third-party subcontractors and suppliers, including third-party foundries that supply silicon wafers, are located in the U.S., Taiwan and China. A significant amount of the Company’s assembly and test operations are conducted by third-party contractors in Vietnam, China, Taiwan, Malaysia and Mexico. |
Segment Information
Segment Information | 6 Months Ended |
Jul. 30, 2023 | |
Segment Reporting [Abstract] | |
Segment Information | Segment Information The Company’s Chief Executive Officer 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 currently has four operating segments—Signal Integrity, Advanced Protection and Sensing, IoT System, and IoT Connected Services—that represent four separate reportable segments. Historically, the Company had three operating segments—Signal Integrity, Wireless and Sensing, and Protection—that had been aggregated into two reportable segments identified as the High-Performance Analog Group, which was comprised of the Signal Integrity and Wireless and Sensing operating segments, and the System Protection Group, which was comprised of the Protection operating segment. In the fourth quarter of fiscal year 2023, as a result of organizational restructuring, the proximity sensing business and the power business were moved from the previous Wireless and Sensing operating segment into the newly formed Advanced Protection and Sensing operating segment, which also includes the Protection business. Following that organizational restructuring, the Company determined that Signal Integrity and the revised Wireless and Sensing operating segments were no longer economically similar and as a result the Company has concluded that Signal Integrity should be separately reported as its own reportable segment. Also in the fourth quarter of fiscal year 2023, in conjunction with the Sierra Wireless Acquisition, the Company formed two additional operating segments including the IoT System operating segment, which absorbed the Company's revised Wireless and Sensing operating segment, and the IoT Connected Services operating segment. As a result of the reorganization and the Sierra Wireless Acquisition, the Company has four reportable segments. All prior year information in the tables below has been revised retrospectively to reflect the change to the Company's reportable segments. 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 reportable segment in the segment disclosures below. Net sales and gross profit by reportable segment were as follows: Three Months Ended Six Months Ended (in thousands) July 30, 2023 July 31, 2022 July 30, 2023 July 31, 2022 Net sales: Signal Integrity Products Group $ 46,507 20 % $ 87,355 42 % $ 88,153 19 % $ 166,657 41 % Advanced Protection and Sensing Products Group 48,521 20 % 65,275 31 % 84,578 18 % 137,697 33 % IoT System Products Group 119,455 50 % 56,624 27 % 254,031 53 % 107,049 26 % IoT Connected Services Group 23,889 10 % — — % 48,149 10 % — — % Total net sales $ 238,372 100 % $ 209,254 100 % $ 474,911 100 % $ 411,403 100 % Gross profit: Signal Integrity Products Group $ 27,850 $ 60,226 $ 52,934 $ 116,091 Advanced Protection and Sensing Products Group 27,116 36,165 46,515 73,294 IoT System Products Group 51,209 40,237 110,332 78,490 IoT Connected Services Group 11,903 — 23,066 — Unallocated costs, including share-based compensation and amortization of acquired technology (17,350) (1,857) (29,173) (3,899) Total gross profit $ 100,728 $ 134,771 $ 203,674 $ 263,976 Information by Sales Channel (in thousands, except percentages) Three Months Ended Six Months Ended July 30, 2023 July 31, 2022 July 30, 2023 July 31, 2022 Distributor $ 151,995 64 % $ 184,983 88 % $ 296,269 62 % $ 364,016 88 % Direct 86,377 36 % 24,271 12 % 178,642 38 % 47,387 12 % Total net sales $ 238,372 100 % $ 209,254 100 % $ 474,911 100 % $ 411,403 100 % Generally, the Company does not have long-term contracts with its distributors and most distributor agreements can be terminated by either party with short notice. Geographic Information Net sales activity by geographic region was as follows: Three Months Ended Six Months Ended (percentage of total net sales) July 30, 2023 July 31, 2022 July 30, 2023 July 31, 2022 Asia-Pacific 62 % 72 % 57 % 73 % North America 24 % 16 % 28 % 15 % Europe 14 % 12 % 15 % 12 % 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 sales for at least one of the periods presented: Three Months Ended Six Months Ended (percentage of total net sales) July 30, 2023 July 31, 2022 July 30, 2023 July 31, 2022 China (including Hong Kong) 29 % 54 % 27 % 55 % United States 23 % 15 % 25 % 13 % Although a large percentage of the Company's products is shipped into the Asia-Pacific region, a significant number of the products produced by these customers and incorporating the Company's semiconductor products are then sold outside this region. |
Stock Repurchase Program
Stock Repurchase Program | 6 Months Ended |
Jul. 30, 2023 | |
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. On March 11, 2021, the Company's Board of Directors approved the expansion of the stock repurchase program by an additional $350.0 million. As of July 30, 2023, the remaining authorization under the program was $209.4 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. To the extent the Company repurchases any shares of its common stock under the program in the future, the Company expects to fund such repurchases from cash on hand and borrowings on its Revolving Credit Facility. The Company has no obligation to repurchase any shares under the program and may suspend or discontinue it at any time. The following table summarizes activity under the program for the presented periods: Three Months Ended Six Months Ended July 30, 2023 July 31, 2022 July 30, 2023 July 31, 2022 (in thousands, except number of shares) Shares Amount Paid Shares Amount Paid Shares Amount Paid Shares Amount Paid Shares repurchased under the stock repurchase program — $ — — $ — — $ — 762,093 $ 50,000 |
Derivatives and Hedging Activit
Derivatives and Hedging Activities | 3 Months Ended |
Apr. 26, 2020 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivatives and Hedging Activities | Derivatives and Hedging Activities The Company is exposed to certain risks 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 ("CHF"), 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 applying hedge accounting to all foreign currency derivatives and has designated these hedges as cash flow hedges. The Company's foreign currency forward contracts had the following outstanding balances: July 30, 2023 January 29, 2023 (in thousands, except number of instruments) Number of Instruments Sell Notional Value Buy Notional Value Number of Instruments Sell Notional Value Buy Notional Value Sell USD/Buy CAD Forward Contract 3 $ 3,400 $ 4,648 9 $ 9,965 $ 13,643 Sell USD/Buy GBP Forward Contract 6 $ 1,274 £ 1,144 18 $ 3,801 £ 3,406 Total 9 27 These contracts have been designated as cash flows hedges and the unrealized gains or losses, net of tax, are recorded as a component of "Accumulated other comprehensive income or loss" ("AOCI") in the Balance Sheets. The effective portions of the cash flow hedges are recorded in AOCI until the hedged item is recognized in either "Selling, general and administrative expense" or "Product development and engineering expense" in the Statements of Operations once the foreign exchange contract matures, offsetting the underlying hedged expenses. Any ineffective portions of the cash flow hedges are recorded in "Non-operating income, net" in the Statements of Operations. The Company presents its derivative assets and liabilities at their gross fair values in the Balance Sheets. In the first quarter of fiscal year 2024, the Company entered into an interest rate swap agreement with a 2.75 year term to hedge the variability of interest payments on $150.0 million of debt outstanding on the Term Loans at a Term SOFR rate of 3.58%, plus a variable margin and spread based on the Company’s consolidated leverage ratio. In the fourth quarter of fiscal year 2023, the Company entered into an interest rate swap agreement with a 5 year term to hedge the variability of interest payments on $450.0 million of debt outstanding on the Term Loans at a Term SOFR rate of 3.44%, plus a variable margin and spread based on the Company’s consolidated leverage ratio. In the first quarter of fiscal year 2021, the Company entered into an interest rate swap agreement with a 3 year term to hedge the variability of interest payments on the first $150.0 million of debt outstanding under the Company's Revolving Credit Facility at a LIBOR-referenced rate of 0.73%, plus a variable margin and spread based on the Company's consolidated leverage ratio. This interest rate swap agreement matured during the first quarter of 2024. The interest rate swap agreements have been designated as cash flow hedges and unrealized gains or losses, net of income tax, are recorded as a component of AOCI in the Balance Sheets. As the various settlements are made on a monthly basis, the realized gain or loss on the settlements are recorded in "Interest expense" in the Statements of Operations. The interest rate swap agreements resulted in a realized gain of $2.4 million for the three months ended July 30, 2023, compared to a realized gain of $0.2 million for the three months ended July 31, 2022. The interest rate swap agreements resulted in a realized gain of $4.6 million for the six months ended July 30, 2023, compared to an immaterial realized gain for the six months ended July 31, 2022. The fair values of the Company's instruments that qualify as cash flow hedges in the Balance Sheets were as follows: (in thousands) July 30, 2023 January 29, 2023 Interest rate swap agreement $ 10,052 $ 6,067 Foreign currency forward contracts 309 717 Total other current assets $ 10,361 $ 6,784 Interest rate swap agreement $ 3,344 $ — Total other long-term assets $ 3,344 $ — Interest rate swap agreement — 6,432 Total other long-term liabilities $ — $ 6,432 |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jul. 30, 2023 | Jul. 31, 2022 | Jul. 30, 2023 | Jul. 31, 2022 | |
Pay vs Performance Disclosure | ||||
Net (loss) income attributable to common stockholders | $ (382,002) | $ 51,598 | $ (411,417) | $ 89,647 |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Jul. 30, 2023 | |
Trading Arrangements, by Individual | |
Rule 10b5-1 Arrangement Adopted | false |
Non-Rule 10b5-1 Arrangement Adopted | false |
Rule 10b5-1 Arrangement Terminated | false |
Non-Rule 10b5-1 Arrangement Terminated | false |
Organization and Basis of Pre_2
Organization and Basis of Presentation (Policy) | 6 Months Ended |
Jul. 30, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation | Basis of Presentation 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 2024 and 2023 each consisted of 13 weeks. |
Principles of Consolidation | Principles of Consolidation The accompanying interim unaudited condensed consolidated financial statements include the accounts of the Company and its majority-owned subsidiaries and have been prepared in accordance with generally accepted accounting principles 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 29, 2023 ("Annual Report"). The Company’s interim unaudited condensed consolidated statements of operations are referred to herein as the "Statements of Operations," the Company’s interim unaudited condensed consolidated balance sheets are referred to herein as the "Balance Sheets," and the Company's interim unaudited condensed consolidated statements of cash flows are referred to herein as the "Statements of Cash Flows." 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 and results of operations of the Company for the interim periods presented. All intercompany balances have been eliminated. 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. |
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. Reclassification In fiscal year 2023, the Company reclassified amounts recorded for amortization of acquired technology intangible assets as a component of cost of sales. This was applied retrospectively and resulted in the reclassification of $1.0 million and $2.1 million of amortization of acquired technology intangible assets for the three and six months ended July 31, 2022, respectively, from "Intangible amortization" within "Total operating costs and expenses, net" to "Amortization of acquired technology" within "Total cost of sales" in the Statements of Operations, which also had the impact of reducing gross profit by the same amount. This reclassification did not impact the Company's operating income, net income or earnings per share for any historical periods and also did not impact the Company's Balance Sheets or Statements of Cash Flows. |
Earnings Per Share | Diluted earnings or loss per 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, market-condition restricted stock units and financial metric-based restricted stock units if certain conditions have been met, but excludes such incremental shares that would have an anti-dilutive effect. Due to the Company's net loss for the three and six months ended July 30, 2023, all shares underlying stock options and restricted stock units are considered anti-dilutive. |
Share-based Compensation, Performance-based RSUs | The Company grants TSR market-condition restricted stock units (the "TSR Awards") to certain executives of the Company, which are settled in shares and accounted for as equity awards. The TSR Awards have a pre-defined market-condition, which determines the number of shares that ultimately vest, as well as a service condition. The TSR Awards are valued as of the grant date using a Monte Carlo simulation, which takes into consideration the possible outcomes pertaining to the TSR market condition and expense is recognized on a straight-line basis over the requisite service periods and is adjusted for any actual forfeitures. |
Inventory | Inventories, consisting of material, material overhead, labor, and manufacturing overhead, are stated at the lower of cost (first-in, first-out) or net realizable value |
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 income taxes" in the Statements of Operations. |
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 material and if the amount can be reasonably estimated. 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. However, for liabilities that are reasonably possible but not probable, the Company discloses the amount of reasonably possible loss or range of reasonably possible loss, if material and if the amount can be reasonably estimated. 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 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 intellectual property, 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. On June 14, 2022, Denso Corporation, and several of its affiliates (collectively "Denso"), filed a complaint against Sierra Wireless and several of its affiliates ("Sierra Entities") in the Superior Court of California, County of San Diego. Denso asserts eight causes of action, including claims for breach of express and implied warranties, equitable indemnification, negligent and intentional misrepresentation, unjust enrichment, promissory estoppel, and declaratory judgment, based on an alleged defect related to the GPS week number rollover date. Denso alleges that it incurred in excess of $84 million in damages and costs to implement a firmware update provided by Sierra Entities' supplier in late 2018, before Sierra Wireless disposed of the automotive business, to address the alleged product defect. Denso filed an amended complaint on September 23, 2022, asserting essentially the same eight causes of action. After briefing on a demurrer and initial discovery, the parties' reached a settlement in principle and are working to finalize a settlement agreement. On March 25, 2022, Harman Becker Automotive Systems GmbH, and several of its affiliates (collectively "Harman"), filed a complaint against certain Sierra Entities in the District Court of Munich, Germany. Harman asserts claims that the Sierra Entities, in connection with the delivery of certain modules by the Sierra Entities, violated a frame supply agreement, a quality assurance agreement and the United Nations Convention on Contracts for the International Sales of Goods. Harman alleges that it incurred approximately $16 million in damages and costs, the bulk of which amount related to settling with a customer that had to implement a firmware update provided by Sierra Entities' supplier in late 2018, before Sierra Wireless disposed of the automotive business, to address the alleged product defect. Since the case is at an early stage, at this time, the Company is unable to form a conclusion as to the likelihood of an unfavorable outcome or the amount or range of any possible loss resulting from the alleged claims. The Company intends to defend the claims vigorously. |
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. Licenses Under certain license agreements, the Company is committed to make royalty payments based on the sales of products using certain technologies. The Company recognizes royalty obligations as determinable in accordance with agreement terms. |
Derivatives | The Company is exposed to certain risks 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 ("CHF"), 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 applying hedge accounting to all foreign currency derivatives and has designated these hedges as cash flow hedges. |
Acquisition (Tables)
Acquisition (Tables) | 6 Months Ended |
Jul. 30, 2023 | |
Business Combination and Asset Acquisition [Abstract] | |
Business Acquisition, Pro Forma Information | The following table provides a summary of the pro forma unaudited consolidated results of operations as if the Sierra Wireless Acquisition had been completed on February 1, 2021 (the first day of fiscal year 2022): Three Months Ended Six Months Ended July 31, 2022 July 31, 2022 (in thousands) (unaudited) (unaudited) Total revenues $ 397,205 $ 772,311 Net loss $ 38,444 39,404 |
Schedule of Business Acquisitions, by Acquisition | The following table presents the preliminary estimated fair values of assets and liabilities assumed on the Acquisition Date based on valuations and management's estimates: (in thousands) Amounts recognized as of Acquisition Date (as initially reported) Measurement period adjustment Amounts recognized as of Acquisition Date (as adjusted) Total purchase price consideration, net of cash acquired $68,794 $ 1,240,757 $ 1,240,757 Assets: — Accounts receivable, net 92,633 — 92,633 Inventories 96,339 (1,899) 94,440 Other current assets 72,724 5,003 77,727 Property, plant and equipment 29,086 (2,628) 26,458 Intangible assets 214,780 — 214,780 Prepaid taxes 3,001 — 3,001 Deferred tax assets 22,595 677 23,272 Other assets 14,878 — 14,878 Liabilities: — Accounts payable 50,413 210 50,623 Accrued liabilities 148,654 24,644 173,298 Deferred tax liabilities 4,824 64 4,888 Other long-term liabilities 32,785 (2,106) 30,679 Net assets acquired, excluding goodwill $ 309,360 $ (21,659) $ 287,701 Goodwill $ 931,397 $ 21,659 $ 953,056 |
Earnings per Share (Tables)
Earnings per Share (Tables) | 6 Months Ended |
Jul. 30, 2023 | |
Earnings Per Share [Abstract] | |
Computation of Basic and Diluted Earnings Per Common Share | The computation of basic and diluted (loss) earnings per share was as follows: Three Months Ended Six Months Ended (in thousands, except per share data) July 30, 2023 July 31, 2022 July 30, 2023 July 31, 2022 Net (loss) income attributable to common stockholders $ (382,002) $ 51,598 $ (411,417) $ 89,647 Weighted-average shares outstanding–basic 64,005 63,500 63,964 63,725 Dilutive effect of share-based compensation — 477 — 545 Weighted-average shares outstanding–diluted 64,005 63,977 63,964 64,270 (Loss) earnings per share: Basic $ (5.97) $ 0.81 $ (6.43) $ 1.41 Diluted $ (5.97) $ 0.81 $ (6.43) $ 1.39 Anti-dilutive shares not included in the above calculations: Share-based compensation 2,593 210 2,462 83 Warrants 8,573 — 8,573 — Total anti-dilutive shares 11,166 210 11,035 83 |
Share-Based Compensation (Table
Share-Based Compensation (Tables) | 6 Months Ended |
Jul. 30, 2023 | |
Share-Based Payment Arrangement, Noncash Expense [Abstract] | |
Allocation Of Stock-Based Compensation | Pre-tax share-based compensation was included in the Statements of Operations as follows: Three Months Ended Six Months Ended (in thousands) July 30, 2023 July 31, 2022 July 30, 2023 July 31, 2022 Cost of sales $ 525 $ 610 $ 888 $ 1,385 Selling, general and administrative 9,409 8,588 13,911 14,720 Product development and engineering 3,465 4,052 7,004 8,038 Total share-based compensation $ 13,399 $ 13,250 $ 21,803 $ 24,143 |
Available-for-sale securities (
Available-for-sale securities (Tables) | 6 Months Ended |
Jul. 30, 2023 | |
Investments [Abstract] | |
Summary of Investments | The following table summarizes the values of the Company’s available-for-sale securities: July 30, 2023 January 29, 2023 (in thousands) Fair Value Amortized Gross Fair Value Amortized Gross Convertible debt investments $ 14,249 $ 16,149 $ (1,900) $ 13,995 $ 15,635 $ (1,640) Total available-for-sale securities $ 14,249 $ 16,149 $ (1,900) $ 13,995 $ 15,635 $ (1,640) |
Schedule of Investments, Classified by Maturity Period | The following table summarizes the maturities of the Company’s available-for-sale securities: July 30, 2023 (in thousands) Fair Value Amortized Cost Within 1 year $ 12,870 $ 14,055 After 1 year through 5 years 1,379 2,094 Total available-for-sale securities $ 14,249 $ 16,149 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 6 Months Ended |
Jul. 30, 2023 | |
Fair Value Disclosures [Abstract] | |
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis | The fair values of financial assets and liabilities measured and recorded at fair value on a recurring basis were presented in the Balance Sheets as follows: July 30, 2023 January 29, 2023 (in thousands) Total (Level 1) (Level 2) (Level 3) Total (Level 1) (Level 2) (Level 3) Financial assets: Interest rate swap agreement $ 13,396 $ — $ 13,396 $ — $ 6,067 $ — $ 6,067 $ — Total return swap contracts 43 — 43 — 91 — 91 — Convertible debt investments 14,249 — — 14,249 13,995 — — 13,995 Foreign currency forward contracts 309 — 309 — 717 — 717 — Total financial assets $ 27,997 $ — $ 13,748 $ 14,249 $ 20,870 $ — $ 6,875 $ 13,995 Financial liabilities: Interest rate swap agreement — — — — 6,432 — 6,432 — Total financial liabilities $ — $ — $ — $ — $ 6,432 $ — $ 6,432 $ — |
Fair Value, Assets Measured on Recurring Basis | The following table presents a reconciliation of the changes in convertible debt investments in the six months ended July 30, 2023: (in thousands) Balance at January 29, 2023 $ 13,995 Increase in credit loss reserve (260) Interest accrued 514 Balance at July 30, 2023 $ 14,249 |
Schedule of Carrying Values and Estimated Fair Values of Debt Instruments | The following table displays the carrying values and fair values of the Notes: July 30, 2023 January 29, 2023 (in thousands) Fair Value Hierarchy Carrying Value Fair Value Carrying Value Fair Value 1.625% convertible senior notes due 2027, net (1) Level 2 309,358 304,371 308,150 345,075 (1) The 1.625% convertible senior notes due 2027, net are reflected net of $10.1 million and $11.4 million of unamortized debt issuance costs as of July 30, 2023 and January 29, 2023, respectively. |
Inventories (Tables)
Inventories (Tables) | 6 Months Ended |
Jul. 30, 2023 | |
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 net realizable value and consisted of the following: (in thousands) July 30, 2023 January 29, 2023 Raw materials and electronic components $ 63,536 $ 76,919 Work in progress 78,642 88,764 Finished goods 38,053 42,021 Total inventories $ 180,231 $ 207,704 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 6 Months Ended |
Jul. 30, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Changes in Carrying Amounts of Goodwill | The carrying amounts of goodwill by applicable operating segment were as follows: (in thousands) Signal Integrity Advanced Protection and Sensing IoT System IoT Connected Services Unallocated Total Balance at January 29, 2023 $ 274,085 $ 14,639 $ 61,582 $ — $ 931,397 $ 1,281,703 Measurement period adjustment — — — — 21,659 $ 21,659 Reallocation — — 654,831 298,225 (953,056) — Cumulative translation adjustment — — (1,757) (4,606) — (6,363) Impairment — — (210,516) (69,039) — (279,555) Balance at July 30, 2023 $ 274,085 $ 14,639 $ 504,140 $ 224,580 $ — $ 1,017,444 |
Schedule of Acquired Finite-Lived Intangible Assets | The following table sets forth the Company’s finite-lived intangible assets resulting from business acquisitions, which are amortized over their estimated useful lives: July 30, 2023 January 29, 2023 (in thousands, except estimated useful life) Estimated Gross Accumulated Net Carrying Gross Accumulated Net Carrying Core technologies 1-8 years $ 154,926 $ (22,576) $ 132,350 $ 175,080 $ (21,156) $ 153,924 Customer relationships 1-10 years 52,330 (8,856) 43,474 53,000 (690) 52,310 Trade name 2-10 years 9,000 (1,715) 7,285 9,000 (132) 8,868 Total finite-lived intangible assets $ 216,256 $ (33,147) $ 183,109 $ 237,080 $ (21,978) $ 215,102 |
Finite-lived Intangible Assets Amortization Expense | Amortization expense of finite-lived intangible assets was as follows: Three Months Ended Six Months Ended (in thousands) July 30, 2023 July 31, 2022 July 30, 2023 July 31, 2022 Core technologies $ 10,573 $ 1,048 $ 21,428 $ 2,096 Customer relationships 4,080 — 8,170 — Trade name 791 — 1,583 — Total amortization expense $ 15,444 $ 1,048 $ 31,181 $ 2,096 |
Schedule of Future Amortization of Intangible Asset | Future amortization expense of finite-lived intangible assets is expected as follows: (in thousands) Core Technologies Customer Relationships Trade name Total 2024 (remaining six months) $ 20,024 $ 7,656 $ 1,583 $ 29,263 2025 39,510 3,999 1,722 45,231 2026 32,402 3,999 500 36,901 2027 17,541 3,999 500 22,040 2028 13,530 3,999 500 18,029 Thereafter 9,343 19,822 2,480 31,645 Total expected amortization expense $ 132,350 $ 43,474 $ 7,285 $ 183,109 |
Schedule of Finite-Lived Intangible Assets | The following table sets forth the Company's finite-lived intangible assets under construction: (in thousands) Net Carrying Amount Value at January 29, 2023 $ — Capitalized development costs 292 Value at July 30, 2023 $ 292 |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 6 Months Ended |
Jul. 30, 2023 | |
Debt Instruments [Abstract] | |
Schedule of Long-term Debt | Long-term debt and the current period interest rates were as follows: (in thousands, except percentages) July 30, 2023 January 29, 2023 Revolving loans $ 210,000 $ 150,000 Terms loans 883,813 895,000 1.625% convertible senior notes due 2027 319,500 319,500 Total debt $ 1,413,313 $ 1,364,500 Current portion, net $ (52,890) $ (43,104) Debt issuance costs (29,809) (24,430) Total long-term debt, net of debt issuance costs $ 1,330,614 $ 1,296,966 Weighted-average effective interest rate (1) 6.37 % 4.84 % (1) The revolving loans and Term Loans (as defined below) bear interest at variable rates based on Adjusted Term SOFR or a Base Rate (as defined herein), at the Company’s option, plus an applicable margin that varies based on the Company’s consolidated leverage ratio. In the first quarter of fiscal year 2024, the Company entered into an interest rate swap agreement with a 2.75 year term to hedge the variability of interest payments on $150.0 million of debt outstanding on the Term Loans at a fixed Term SOFR rate of 3.58%, plus a variable margin and spread based on the Company's consolidated leverage ratio. In the fourth quarter of fiscal year 2023, the Company entered into an interest rate swap agreement with a 5 year term to hedge the variability of interest payments on $450.0 million of debt outstanding on the Term Loans at a fixed Term SOFR rate of 3.44%, plus a variable margin and spread based on the Company's consolidated leverage ratio. As of July 30, 2023, the effective interest rate was a weighted-average rate that represented (a) interest on the revolving loans at a floating SOFR rate of 5.22% plus a margin and spread of 3.36% (total floating rate of 8.59%), (b) interest on $450.0 million of the debt outstanding on the Term Loans at a fixed SOFR rate of 3.44% plus a margin and spread of 3.35% (total fixed rate of 6.79%), (c) interest on $150.0 million of the debt outstanding on the Terms Loans at a fixed SOFR rate of 3.58% plus a margin and spread of 3.35% (total fixed rate of 6.93%), (d) interest on the remaining debt outstanding on the Term Loans at a floating SOFR rate of 5.22% plus a margin and spread of 3.35% (total floating rate of 8.57%) and (e) interest on the Notes outstanding at a fixed rate of 1.625%. As of January 29, 2023, the effective interest rate was a weighted average-rate that represented (a) interest on the revolving loans at a fixed LIBOR rate of 0.73% plus a margin and spread of 2.36% (total fixed rate of 3.09%) (b) interest on $450.0 million of the debt outstanding on the Term Loans at a fixed SOFR rate of 3.44% plus a margin and spread of 2.35% (total fixed rate of 5.79%), (c) interest on the remaining debt outstanding on the Term Loans at a floating SOFR rate of 4.43% plus a margin and spread of 2.35% (total floating rate of 6.78%) and (d) interest on the Notes outstanding at a fixed rate of 1.625%. |
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 30, 2023 July 31, 2022 July 30, 2023 July 31, 2022 Contractual interest $ 24,156 $ 1,309 $ 45,397 $ 2,216 Interest swap agreement (2,445) (170) (4,590) (1) Amortization of debt discount and issuance costs 1,689 120 3,103 241 Write-off of deferred financing costs and debt discount 771 — 771 — Total interest expense $ 24,171 $ 1,259 $ 44,681 $ 2,456 |
Income Taxes (Tables)
Income Taxes (Tables) | 6 Months Ended |
Jul. 30, 2023 | |
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 29, 2023 $ 31,471 Additions based on tax positions related to the current fiscal year 365 Decreases based on tax positions related to prior fiscal years (793) Balance at July 30, 2023 $ 31,043 |
Liability For Uncertain Tax Positions | The liability for UTP is reflected in the Balance Sheets as follows: (in thousands) July 30, 2023 January 29, 2023 Deferred tax assets - non-current $ 17,524 $ 17,446 Other long-term liabilities 12,127 12,641 Total accrued taxes $ 29,651 $ 30,087 |
Regional Income (Loss) From Continuing Operations Before Income Taxes | The Company’s regional (loss) income from continuing operations before taxes and equity method (loss) income was as follows: Three Months Ended Six Months Ended (in thousands) July 30, 2023 July 31, 2022 July 30, 2023 July 31, 2022 Domestic $ (73,470) $ 17,786 $ (92,311) $ 13,004 Foreign (251,929) 45,546 (264,915) 96,421 Total $ (325,399) $ 63,332 $ (357,226) $ 109,425 |
Leases (Tables)
Leases (Tables) | 6 Months Ended |
Jul. 30, 2023 | |
Leases [Abstract] | |
Lease, Cost | The components of lease expense were as follows: Three Months Ended Six Months Ended (in thousands) July 30, 2023 July 31, 2022 July 30, 2023 July 31, 2022 Operating lease cost $ 2,167 $ 1,454 $ 4,316 $ 2,900 Short-term lease cost 484 477 1,093 748 Sublease income (162) (34) (320) (69) Total lease cost $ 2,489 $ 1,897 $ 5,089 $ 3,579 Supplemental cash flow information related to leases was as follows: Six Months Ended (in thousands) July 30, 2023 July 31, 2022 Cash paid for amounts included in the measurement of lease liabilities $ 4,280 $ 2,703 Right-of-use assets obtained in exchange for new operating lease liabilities $ 2,696 $ 1,960 July 30, 2023 Weighted-average remaining lease term–operating leases (in years) 5.68 Weighted-average discount rate on remaining lease payments–operating leases 6.9 % |
Assets And Liabilities, Lessee | Supplemental balance sheet information related to leases was as follows: (in thousands) July 30, 2023 January 29, 2023 Operating lease right-of-use assets in "Other assets" $ 30,885 $ 31,807 Operating lease liabilities in "Accrued liabilities" $ 6,416 $ 6,209 Operating lease liabilities in "Other long-term liabilities" 25,635 26,484 Total operating lease liabilities $ 32,051 $ 32,693 |
Lessee, Operating Lease, Liability, Maturity | Maturities of lease liabilities as of July 30, 2023 are as follows: (in thousands) Fiscal Year Ending: 2024 (remaining six months) $ 4,234 2025 8,470 2026 7,076 2027 5,235 2028 4,606 Thereafter 9,679 Total lease payments 39,300 Less: imputed interest (7,249) Total $ 32,051 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 6 Months Ended |
Jul. 30, 2023 | |
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 30, 2023 January 29, 2023 Accrued liabilities $ 9,458 $ 4,714 Other long-term liabilities 34,925 37,563 Total deferred compensation liabilities under this plan $ 44,383 $ 42,277 |
Schedule of Other Assets | The cash surrender value of the Company's corporate owned life insurance is presented below: (in thousands) July 30, 2023 January 29, 2023 Other current assets $ 6,212 $ — Other assets 27,910 33,676 Total cash surrender value of corporate-owned life insurance $ 34,122 $ 33,676 |
Restructuring (Tables)
Restructuring (Tables) | 6 Months Ended |
Jul. 30, 2023 | |
Restructuring and Related Activities [Abstract] | |
Restructuring and Related Costs | Restructuring activity is summarized as follows: (in thousands) One-time employee termination benefits Other restructuring Total Balance at January 29, 2023 $ 4,027 $ 12 $ 4,039 Charges (1) 10,065 1,756 11,821 Cash payments (5,744) (1,287) (7,031) Balance at July 30, 2023 $ 8,348 $ 481 $ 8,829 (1) Restructuring charges include $5.8 million during the six months ended July 30, 2023 related to the reduction in workforce plan that commenced during the second quarter of fiscal year 2024. Restructuring charges were included in the Statements of Operations as follows: Three Months Ended Six Months Ended (in thousands) July 30, 2023 July 31, 2022 July 30, 2023 July 31, 2022 Cost of sales $ 362 $ — $ 859 $ — Selling, general and administrative 5,445 — 5,782 — Product development and engineering 3,954 — 5,180 — Total restructuring charges (1) $ 9,761 $ — $ 11,821 $ — (1) Restructuring charges include $5.8 million during each of the three and six months ended July 30, 2023 related to the reduction in workforce plan that commenced during the second quarter of fiscal year 2024. |
Concentration of Risk (Tables)
Concentration of Risk (Tables) | 6 Months Ended |
Jul. 30, 2023 | |
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 the Company's net sales in one or more of the periods indicated: Three Months Ended Six Months Ended (percentage of net sales) July 30, 2023 July 31, 2022 July 30, 2023 July 31, 2022 Trend-tek Technology Ltd. (and affiliates) 6 % 15 % 6 % 16 % CEAC International Limited 6 % 14 % 6 % 13 % Frontek Technology Corporation (and affiliates) 9 % 12 % 7 % 13 % Arrow Electronics (and affiliates) 3 % 10 % 3 % 8 % |
Segment Information (Tables)
Segment Information (Tables) | 6 Months Ended |
Jul. 30, 2023 | |
Segment Reporting [Abstract] | |
Net Sales by Segment | Net sales and gross profit by reportable segment were as follows: Three Months Ended Six Months Ended (in thousands) July 30, 2023 July 31, 2022 July 30, 2023 July 31, 2022 Net sales: Signal Integrity Products Group $ 46,507 20 % $ 87,355 42 % $ 88,153 19 % $ 166,657 41 % Advanced Protection and Sensing Products Group 48,521 20 % 65,275 31 % 84,578 18 % 137,697 33 % IoT System Products Group 119,455 50 % 56,624 27 % 254,031 53 % 107,049 26 % IoT Connected Services Group 23,889 10 % — — % 48,149 10 % — — % Total net sales $ 238,372 100 % $ 209,254 100 % $ 474,911 100 % $ 411,403 100 % Gross profit: Signal Integrity Products Group $ 27,850 $ 60,226 $ 52,934 $ 116,091 Advanced Protection and Sensing Products Group 27,116 36,165 46,515 73,294 IoT System Products Group 51,209 40,237 110,332 78,490 IoT Connected Services Group 11,903 — 23,066 — Unallocated costs, including share-based compensation and amortization of acquired technology (17,350) (1,857) (29,173) (3,899) Total gross profit $ 100,728 $ 134,771 $ 203,674 $ 263,976 |
Schedule of Revenue from External Customers by Sales Channel | (in thousands, except percentages) Three Months Ended Six Months Ended July 30, 2023 July 31, 2022 July 30, 2023 July 31, 2022 Distributor $ 151,995 64 % $ 184,983 88 % $ 296,269 62 % $ 364,016 88 % Direct 86,377 36 % 24,271 12 % 178,642 38 % 47,387 12 % Total net sales $ 238,372 100 % $ 209,254 100 % $ 474,911 100 % $ 411,403 100 % |
Net Sales Activity By Geographic Region | Net sales activity by geographic region was as follows: Three Months Ended Six Months Ended (percentage of total net sales) July 30, 2023 July 31, 2022 July 30, 2023 July 31, 2022 Asia-Pacific 62 % 72 % 57 % 73 % North America 24 % 16 % 28 % 15 % Europe 14 % 12 % 15 % 12 % 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 sales for at least one of the periods presented: Three Months Ended Six Months Ended (percentage of total net sales) July 30, 2023 July 31, 2022 July 30, 2023 July 31, 2022 China (including Hong Kong) 29 % 54 % 27 % 55 % United States 23 % 15 % 25 % 13 % |
Stock Repurchase Program (Table
Stock Repurchase Program (Tables) | 6 Months Ended |
Jul. 30, 2023 | |
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 30, 2023 July 31, 2022 July 30, 2023 July 31, 2022 (in thousands, except number of shares) Shares Amount Paid Shares Amount Paid Shares Amount Paid Shares Amount Paid Shares repurchased under the stock repurchase program — $ — — $ — — $ — 762,093 $ 50,000 |
Derivatives and Hedging Activ_2
Derivatives and Hedging Activities (Tables) | 6 Months Ended |
Jul. 30, 2023 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Summary of the Carrying Values of Derivative Instruments | The Company's foreign currency forward contracts had the following outstanding balances: July 30, 2023 January 29, 2023 (in thousands, except number of instruments) Number of Instruments Sell Notional Value Buy Notional Value Number of Instruments Sell Notional Value Buy Notional Value Sell USD/Buy CAD Forward Contract 3 $ 3,400 $ 4,648 9 $ 9,965 $ 13,643 Sell USD/Buy GBP Forward Contract 6 $ 1,274 £ 1,144 18 $ 3,801 £ 3,406 Total 9 27 The fair values of the Company's instruments that qualify as cash flow hedges in the Balance Sheets were as follows: (in thousands) July 30, 2023 January 29, 2023 Interest rate swap agreement $ 10,052 $ 6,067 Foreign currency forward contracts 309 717 Total other current assets $ 10,361 $ 6,784 Interest rate swap agreement $ 3,344 $ — Total other long-term assets $ 3,344 $ — Interest rate swap agreement — 6,432 Total other long-term liabilities $ — $ 6,432 |
Organization and Basis of Pre_3
Organization and Basis of Presentation (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jul. 30, 2023 | Jul. 31, 2022 | Jul. 30, 2023 | Jul. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||||
Total amortization expense | $ 10,573 | $ 1,048 | $ 21,428 | $ 2,096 |
Acquisition - Narrative (Detail
Acquisition - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 7 Months Ended | |||||
Jan. 12, 2023 | Jul. 30, 2023 | Jul. 31, 2022 | Jul. 30, 2023 | Jul. 31, 2022 | Jul. 30, 2023 | Jan. 29, 2023 | May 03, 2022 | |
Business Acquisition [Line Items] | ||||||||
Goodwill | $ 1,017,444 | $ 1,017,444 | $ 1,017,444 | $ 1,281,703 | ||||
Measurement period adjustment | 21,659 | |||||||
Gain on sale of business | 0 | $ 17,986 | 0 | $ 17,986 | ||||
Disposal by Sale | Micross Components, Inc. | ||||||||
Business Acquisition [Line Items] | ||||||||
Reduction | $ 800 | |||||||
Purchase price of divestiture | $ 26,800 | |||||||
Sierra Wireless | ||||||||
Business Acquisition [Line Items] | ||||||||
Cash paid to to acquire business | $ 1,300,000 | |||||||
Goodwill | $ 931,397 | $ 953,056 | 953,056 | 953,056 | ||||
Measurement period adjustment | $ 21,700 | 21,659 | ||||||
Increase to related insurance receivables recorded in other current assets | $ 5,003 |
Acquisition - Schedule of Pro F
Acquisition - Schedule of Pro Forma Information (Details) - Sierra Wireless - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended |
Jul. 31, 2022 | Jul. 31, 2022 | |
Business Acquisition [Line Items] | ||
Total revenues | $ 397,205 | $ 772,311 |
Net loss | $ 38,444 | $ 39,404 |
Acquisition - Schedule of Measu
Acquisition - Schedule of Measurement Period Adjustments (Details) - USD ($) $ in Thousands | 6 Months Ended | 7 Months Ended | ||
Jan. 12, 2023 | Jul. 30, 2023 | Jul. 30, 2023 | Jan. 29, 2023 | |
Business Acquisition [Line Items] | ||||
Goodwill | $ 1,017,444 | $ 1,017,444 | $ 1,281,703 | |
Measurement period adjustment | 21,659 | |||
Sierra Wireless | ||||
Business Acquisition [Line Items] | ||||
Cash Acquired from Acquisition | $ 68,794 | |||
Total purchase price consideration, net of cash acquired $68,794 | 1,240,757 | 1,240,757 | ||
Accounts receivable, net | 92,633 | 92,633 | 92,633 | |
Inventories | 96,339 | 94,440 | 94,440 | |
Measurement period adjustment, inventories | (1,899) | |||
Other current assets | 72,724 | 77,727 | 77,727 | |
Increase to related insurance receivables recorded in other current assets | 5,003 | |||
Property, plant and equipment | 29,086 | 26,458 | 26,458 | |
Measurement period adjustment, property, plant, and equipment | (2,628) | |||
Intangible assets | 214,780 | 214,780 | 214,780 | |
Prepaid taxes | 3,001 | 3,001 | 3,001 | |
Deferred tax assets | 22,595 | 23,272 | 23,272 | |
Measurement period adjustment, deferred tax assets | 677 | |||
Other assets | 14,878 | 14,878 | 14,878 | |
Accounts payable | 50,413 | 50,623 | 50,623 | |
Measurement period adjustment, accounts payable | 210 | |||
Accrued liabilities | 148,654 | 173,298 | 173,298 | |
Measurement period adjustment, accrued liabilities | 24,644 | |||
Deferred tax liabilities | 4,824 | 4,888 | 4,888 | |
Measurement period adjustment, deferred tax liabilities | 64 | |||
Other long-term liabilities | 32,785 | 30,679 | 30,679 | |
Measurement period adjustment, other long-term liabilities | (2,106) | |||
Net assets acquired, excluding goodwill | 309,360 | 287,701 | 287,701 | |
Measurement period adjustment, net assets acquired, excluding goodwill | (21,659) | |||
Goodwill | $ 931,397 | 953,056 | 953,056 | |
Measurement period adjustment | $ 21,700 | $ 21,659 |
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. 30, 2023 | Jul. 31, 2022 | Jul. 30, 2023 | Jul. 31, 2022 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Net (loss) income attributable to common stockholders | $ (382,002) | $ 51,598 | $ (411,417) | $ 89,647 |
Weighted average common shares outstanding - basic (in shares) | 64,005 | 63,500 | 63,964 | 63,725 |
Dilutive effect of share-based compensation (in shares) | 0 | 477 | 0 | 545 |
Weighted average common shares outstanding - diluted (in shares) | 64,005 | 63,977 | 63,964 | 64,270 |
Basic earnings (loss) per common share (in dollars per share) | $ (5.97) | $ 0.81 | $ (6.43) | $ 1.41 |
Diluted earnings (loss) per common share (in dollars per share) | $ (5.97) | $ 0.81 | $ (6.43) | $ 1.39 |
Anti-dilutive shares not included in the above calculations (in shares) | 11,166 | 210 | 11,035 | 83 |
Share-based compensation | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Dilutive effect of share-based compensation (in shares) | 2,593 | 210 | 2,462 | 83 |
Warrants | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Warrants (in shares) | 8,573 | 0 | 8,573 | 0 |
Share-Based Compensation - Allo
Share-Based Compensation - Allocation of Share-Based Compensation (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jul. 30, 2023 | Jul. 31, 2022 | Jul. 30, 2023 | Jul. 31, 2022 | |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||
Share-based compensation expense | $ 13,399 | $ 13,250 | $ 21,803 | $ 24,143 |
Cost of sales | ||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||
Share-based compensation expense | 525 | 610 | 888 | 1,385 |
Selling, general and administrative | ||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||
Share-based compensation expense | 9,409 | 8,588 | 13,911 | 14,720 |
Product development and engineering | ||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||
Share-based compensation expense | $ 3,465 | $ 4,052 | $ 7,004 | $ 8,038 |
Share-Based Compensation - Narr
Share-Based Compensation - Narrative (Details) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | 6 Months Ended | |
Jul. 30, 2023 | Jul. 30, 2023 | Jan. 28, 2024 | |
Market Performance-based RSUs | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Equity awards granted (in units) | 170,934 | ||
Market Performance-based RSUs | Performance Period One | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Award vesting rights, percentage | 33.33% | ||
Performance period | 1 year | ||
Market Performance-based RSUs | Performance Period Two | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Award vesting rights, percentage | 33.33% | ||
Performance period | 2 years | ||
Market Performance-based RSUs | Performance Period Three | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Award vesting rights, percentage | 33.33% | ||
Performance period | 3 years | ||
Market Performance-based RSUs | Chief Executive Officer | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Equity awards granted (in units) | 61,827 | ||
Market Performance-based RSUs | Chief Executive Officer | Performance Period One | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Grant date fair value per unit (in dollars per share) | $ 23.65 | ||
Performance period | 1 year | ||
Market Performance-based RSUs | Chief Executive Officer | Performance Period Two | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Grant date fair value per unit (in dollars per share) | $ 32.78 | ||
Performance period | 2 years | ||
Market Performance-based RSUs | Chief Executive Officer | Performance Period Three | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Grant date fair value per unit (in dollars per share) | $ 38.65 | ||
Performance period | 3 years | ||
Market Performance-based RSUs | Certain Other Executives | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Equity awards granted (in units) | 109,107 | ||
Market Performance-based RSUs | Certain Other Executives | Performance Period One | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Grant date fair value per unit (in dollars per share) | $ 39.47 | ||
Performance period | 1 year | ||
Market Performance-based RSUs | Certain Other Executives | Performance Period Two | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Grant date fair value per unit (in dollars per share) | $ 45.36 | ||
Performance period | 2 years | ||
Market Performance-based RSUs | Certain Other Executives | Performance Period Three | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Grant date fair value per unit (in dollars per share) | $ 49.79 | ||
Performance period | 3 years | ||
Market Performance-based RSUs | Maximum | Forecast | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Maximum potential number of shares that can be earned (in shares) | 341,868 | ||
Restricted Stock Units | Non Employee Director Stock Unit Awards | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of vested but unsettled awards (in shares) | 227,109 | 227,109 | |
Liability associated with awards vested but unsettled | $ 5.5 | $ 5.5 | |
Restricted Stock Units | Non Employee Director Stock Unit Awards | Accrued liabilities | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Liability associated with awards vested but unsettled | 2.5 | 2.5 | |
Restricted Stock Units | Non Employee Director Stock Unit Awards | Other long-term liabilities | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Liability associated with awards vested but unsettled | $ 3 | $ 3 | |
Restricted Stock Units | Employees | Chief Executive Officer | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Award vesting period | 3 years | ||
Equity awards granted (in units) | 123,652 | ||
Restricted Stock Units | Employees | Former Chief Executive Officer | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Award vesting period | 18 months | ||
Equity awards granted (in units) | 232,635 | ||
Restricted Stock Units | Settled With Shares | Employees | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Equity awards granted (in units) | 904,752 | ||
Grant date fair value per unit (in dollars per share) | $ 27.45 | ||
Restricted Stock Units | Settled In Cash | Employees | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Equity awards granted (in units) | 9,432 | ||
Restricted Stock Units (RSUs), Cash Settlement | Non-Employee Directors | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Equity awards granted (in units) | 37,116 | ||
Restricted Stock Units (RSUs), Share Settlement | Non-Employee Directors | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Equity awards granted (in units) | 37,116 | ||
Grant date fair value per unit (in dollars per share) | $ 25.28 | ||
Financial Metric-Based Restricted Stock Units (RSUs) | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Equity awards granted (in units) | 109,107 | ||
Grant date fair value per unit (in dollars per share) | $ 30.21 | ||
Financial Metric-Based Restricted Stock Units (RSUs) | Maximum | Forecast | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Maximum potential number of shares that can be earned (in shares) | 218,214 | ||
Employee Stock Unit Awards | Settled In Cash | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Award vesting period | 3 years | ||
Employee Stock Unit Awards | Minimum | Settled With Shares | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Award vesting period | 3 years | ||
Employee Stock Unit Awards | Maximum | Settled With Shares | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Award vesting period | 4 years |
Available-for-sale securities -
Available-for-sale securities - Summary Of Investments (Details) - USD ($) $ in Thousands | Jul. 30, 2023 | Jan. 29, 2023 |
Debt Securities, Available-for-sale [Line Items] | ||
Fair Value | $ 14,249 | $ 13,995 |
Total available-for-sale securities | 16,149 | 15,635 |
Gross Unrealized Gain/(Loss) | (1,900) | (1,640) |
Convertible debt | ||
Debt Securities, Available-for-sale [Line Items] | ||
Fair Value | 14,249 | 13,995 |
Total available-for-sale securities | 16,149 | 15,635 |
Gross Unrealized Gain/(Loss) | $ (1,900) | $ (1,640) |
Available-for-sale securities_2
Available-for-sale securities - Summary of Maturities of Available-for-sale Securities (Details) - USD ($) $ in Thousands | Jul. 30, 2023 | Jan. 29, 2023 |
Fair Value | ||
Within 1 year | $ 12,870 | |
After 1 year through 5 years | 1,379 | |
Total available-for-sale securities | 14,249 | $ 13,995 |
Amortized Cost | ||
Within 1 year | 14,055 | |
After 1 year through 5 years | 2,094 | |
Total available-for-sale securities | $ 16,149 | $ 15,635 |
Fair Value Measurements - Finan
Fair Value Measurements - Financial Assets and Liabilities Measured and Recorded at Fair Value on a Recurring Basis (Details) - USD ($) $ in Thousands | Jul. 30, 2023 | Jan. 29, 2023 |
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items] | ||
Convertible debt investments | $ 14,249 | $ 13,995 |
Fair Value, Measurements, Recurring | ||
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items] | ||
Total financial assets | 27,997 | 20,870 |
Total financial liabilities | 0 | 6,432 |
Fair Value, Measurements, Recurring | (Level 1) | ||
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items] | ||
Total financial assets | 0 | 0 |
Total financial liabilities | 0 | 0 |
Fair Value, Measurements, Recurring | (Level 2) | ||
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items] | ||
Total financial assets | 13,748 | 6,875 |
Total financial liabilities | 0 | 6,432 |
Fair Value, Measurements, Recurring | (Level 3) | ||
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items] | ||
Total financial assets | 14,249 | 13,995 |
Total financial liabilities | 0 | 0 |
Fair Value, Measurements, Recurring | Convertible debt | ||
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items] | ||
Convertible debt investments | 14,249 | 13,995 |
Fair Value, Measurements, Recurring | Convertible debt | (Level 1) | ||
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items] | ||
Convertible debt investments | 0 | 0 |
Fair Value, Measurements, Recurring | Convertible debt | (Level 2) | ||
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items] | ||
Convertible debt investments | 0 | 0 |
Fair Value, Measurements, Recurring | Convertible debt | (Level 3) | ||
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items] | ||
Convertible debt investments | 14,249 | 13,995 |
Interest Rate Swap | Fair Value, Measurements, Recurring | ||
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items] | ||
Derivative asset | 13,396 | 6,067 |
Financial liabilities | 0 | 6,432 |
Interest Rate Swap | Fair Value, Measurements, Recurring | (Level 1) | ||
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items] | ||
Derivative asset | 0 | 0 |
Financial liabilities | 0 | 0 |
Interest Rate Swap | Fair Value, Measurements, Recurring | (Level 2) | ||
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items] | ||
Derivative asset | 13,396 | 6,067 |
Financial liabilities | 0 | 6,432 |
Interest Rate Swap | Fair Value, Measurements, Recurring | (Level 3) | ||
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items] | ||
Derivative asset | 0 | 0 |
Financial liabilities | 0 | 0 |
Total Return Swap | Fair Value, Measurements, Recurring | ||
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items] | ||
Derivative asset | 43 | 91 |
Total Return Swap | Fair Value, Measurements, Recurring | (Level 1) | ||
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items] | ||
Derivative asset | 0 | 0 |
Total Return Swap | Fair Value, Measurements, Recurring | (Level 2) | ||
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items] | ||
Derivative asset | 43 | 91 |
Total Return Swap | Fair Value, Measurements, Recurring | (Level 3) | ||
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items] | ||
Derivative asset | 0 | 0 |
Foreign Exchange Contract | Fair Value, Measurements, Recurring | ||
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items] | ||
Derivative asset | 309 | 717 |
Foreign Exchange Contract | Fair Value, Measurements, Recurring | (Level 1) | ||
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items] | ||
Derivative asset | 0 | 0 |
Foreign Exchange Contract | Fair Value, Measurements, Recurring | (Level 2) | ||
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items] | ||
Derivative asset | 309 | 717 |
Foreign Exchange Contract | Fair Value, Measurements, Recurring | (Level 3) | ||
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items] | ||
Derivative asset | $ 0 | $ 0 |
Fair Value Measurements - Recon
Fair Value Measurements - Reconciliation of Changes in Debt Securities (Details) $ in Thousands | 6 Months Ended |
Jul. 30, 2023 USD ($) | |
Debt Securities, Available For Sale, Reconciliation [Roll Forward] | |
Balance at January 29, 2023 | $ 13,995 |
Increase in credit loss reserve | (260) |
Interest accrued | 514 |
Balance at July 30, 2023 | $ 14,249 |
Fair Value Measurements - Carry
Fair Value Measurements - Carrying Value and Fair Value of Debt (Details) - USD ($) $ in Thousands | Jul. 30, 2023 | Jan. 29, 2023 | Oct. 12, 2022 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Long-term debt | $ 1,330,614 | $ 1,296,966 | |
Debt issuance costs | 29,809 | 24,430 | |
Convertible Senior Notes | Convertible Debt | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Long-term debt | 309,358 | 308,150 | |
Fair Value | $ 304,371 | $ 345,075 | |
Fixed interest rate | 1.625% | 1.625% | 1.625% |
Debt issuance costs | $ 10,100 | $ 11,400 |
Fair Value Measurements - Inves
Fair Value Measurements - Investment Impairments and Credit Loss Reserves (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jul. 30, 2023 | Jul. 31, 2022 | Jul. 30, 2023 | Jul. 31, 2022 | Jan. 29, 2023 | |
Fair Value Disclosures [Abstract] | |||||
Credit loss reserve for held-to-maturity debt securities and available for sale debt securities | $ 4,400 | $ 4,400 | $ 4,200 | ||
Increase (decrease) in credit loss reserve for available-for-sale debt securities | 200 | $ (400) | 200 | $ (400) | |
Investment impairments and credit loss reserves, net | $ (227) | $ 429 | $ (260) | $ 405 |
Inventories - Summary of Invent
Inventories - Summary of Inventories (Details) - USD ($) $ in Thousands | Jul. 30, 2023 | Jan. 29, 2023 |
Inventory Disclosure [Abstract] | ||
Raw materials and electronic components | $ 63,536 | $ 76,919 |
Work in progress | 78,642 | 88,764 |
Finished goods | 38,053 | 42,021 |
Inventories | $ 180,231 | $ 207,704 |
Inventories - Narrative (Detail
Inventories - Narrative (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Jul. 30, 2023 | Jul. 31, 2022 | |
Inventory [Line Items] | ||
Amortization of inventory step-up | $ 3,314 | $ 0 |
Sierra Wireless | ||
Inventory [Line Items] | ||
Amortization of inventory step-up | $ 3,300 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets - Changes in Carrying Amounts of Goodwill (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jul. 30, 2023 | Jul. 31, 2022 | Jul. 30, 2023 | Jul. 31, 2022 | |
Goodwill [Roll Forward] | ||||
Beginning balance | $ 1,281,703 | |||
Measurement period adjustment | 21,659 | |||
Reallocation | 0 | |||
Cumulative translation adjustment | (6,363) | |||
Goodwill impairment | $ (279,555) | $ 0 | (279,555) | $ 0 |
Ending balance | 1,017,444 | 1,017,444 | ||
Operating Segments | Signal Integrity | ||||
Goodwill [Roll Forward] | ||||
Beginning balance | 274,085 | |||
Measurement period adjustment | 0 | |||
Reallocation | 0 | |||
Cumulative translation adjustment | 0 | |||
Goodwill impairment | 0 | |||
Ending balance | 274,085 | 274,085 | ||
Operating Segments | Advanced Protection and Sensing | ||||
Goodwill [Roll Forward] | ||||
Beginning balance | 14,639 | |||
Measurement period adjustment | 0 | |||
Reallocation | 0 | |||
Cumulative translation adjustment | 0 | |||
Goodwill impairment | 0 | |||
Ending balance | 14,639 | 14,639 | ||
Operating Segments | IoT System | ||||
Goodwill [Roll Forward] | ||||
Beginning balance | 61,582 | |||
Measurement period adjustment | 0 | |||
Reallocation | 654,831 | |||
Cumulative translation adjustment | (1,757) | |||
Goodwill impairment | (210,516) | |||
Ending balance | 504,140 | 504,140 | ||
Operating Segments | IoT Connected Services | ||||
Goodwill [Roll Forward] | ||||
Beginning balance | 0 | |||
Measurement period adjustment | 0 | |||
Reallocation | 298,225 | |||
Cumulative translation adjustment | (4,606) | |||
Goodwill impairment | (69,000) | (69,039) | ||
Ending balance | 224,580 | 224,580 | ||
Corporate, Non-Segment | ||||
Goodwill [Roll Forward] | ||||
Beginning balance | 931,397 | |||
Measurement period adjustment | 21,659 | |||
Reallocation | (953,056) | |||
Cumulative translation adjustment | 0 | |||
Goodwill impairment | 0 | |||
Ending balance | $ 0 | $ 0 |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 7 Months Ended | ||||
Jan. 12, 2023 | Jul. 30, 2023 | Jul. 31, 2022 | Jul. 30, 2023 | Jul. 31, 2022 | Jul. 30, 2023 | Jan. 29, 2023 | |
Goodwill [Line Items] | |||||||
Goodwill | $ 1,017,444 | $ 1,017,444 | $ 1,017,444 | $ 1,281,703 | |||
Measurement period adjustment | 21,659 | ||||||
Goodwill impairment | 279,555 | $ 0 | 279,555 | $ 0 | |||
Finite-lived intangible asset, estimated useful life | 5 years 3 months 18 days | ||||||
IoT Connected Services | Operating Segments | |||||||
Goodwill [Line Items] | |||||||
Goodwill | 224,580 | 224,580 | 224,580 | $ 0 | |||
Measurement period adjustment | 0 | ||||||
Goodwill impairment | 69,000 | 69,039 | |||||
IoT System, Modules | |||||||
Goodwill [Line Items] | |||||||
Goodwill impairment | 109,900 | ||||||
IoT System, Routers | |||||||
Goodwill [Line Items] | |||||||
Goodwill impairment | 100,700 | ||||||
Core technologies | |||||||
Goodwill [Line Items] | |||||||
Finite-lived intangible asset, estimated useful life | 4 years 4 months 24 days | ||||||
Customer relationships | |||||||
Goodwill [Line Items] | |||||||
Finite-lived intangible asset, estimated useful life | 7 years 10 months 24 days | ||||||
Trade name | |||||||
Goodwill [Line Items] | |||||||
Finite-lived intangible asset, estimated useful life | 6 years 2 months 12 days | ||||||
Sierra Wireless | |||||||
Goodwill [Line Items] | |||||||
Goodwill | $ 931,397 | $ 953,056 | 953,056 | 953,056 | |||
Measurement period adjustment | $ 21,700 | $ 21,659 |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets - Schedule of Finite-Lived Intangible Assets (Details) - USD ($) $ in Thousands | Jul. 30, 2023 | Jan. 29, 2023 |
Finite-Lived Intangible Assets [Line Items] | ||
Finite-Lived Intangible Assets, Gross | $ 216,256 | $ 237,080 |
Accumulated Amortization | (33,147) | (21,978) |
Total expected amortization expense | 183,109 | 215,102 |
Core technologies | ||
Finite-Lived Intangible Assets [Line Items] | ||
Finite-Lived Intangible Assets, Gross | 154,926 | 175,080 |
Accumulated Amortization | (22,576) | (21,156) |
Total expected amortization expense | $ 132,350 | 153,924 |
Core technologies | Minimum | ||
Finite-Lived Intangible Assets [Line Items] | ||
Estimated useful life | 1 year | |
Core technologies | Maximum | ||
Finite-Lived Intangible Assets [Line Items] | ||
Estimated useful life | 8 years | |
Customer relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Finite-Lived Intangible Assets, Gross | $ 52,330 | 53,000 |
Accumulated Amortization | (8,856) | (690) |
Total expected amortization expense | $ 43,474 | 52,310 |
Customer relationships | Minimum | ||
Finite-Lived Intangible Assets [Line Items] | ||
Estimated useful life | 1 year | |
Customer relationships | Maximum | ||
Finite-Lived Intangible Assets [Line Items] | ||
Estimated useful life | 10 years | |
Trade name | ||
Finite-Lived Intangible Assets [Line Items] | ||
Finite-Lived Intangible Assets, Gross | $ 9,000 | 9,000 |
Accumulated Amortization | (1,715) | (132) |
Total expected amortization expense | $ 7,285 | $ 8,868 |
Trade name | Minimum | ||
Finite-Lived Intangible Assets [Line Items] | ||
Estimated useful life | 2 years | |
Trade name | Maximum | ||
Finite-Lived Intangible Assets [Line Items] | ||
Estimated useful life | 10 years |
Goodwill and Intangible Asset_5
Goodwill and Intangible Assets - Schedule of Finite-Lived Intangible Asset Amortization (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jul. 30, 2023 | Jul. 31, 2022 | Jul. 30, 2023 | Jul. 31, 2022 | |
Finite-Lived Intangible Assets [Line Items] | ||||
Total amortization expense | $ 15,444 | $ 1,048 | $ 31,181 | $ 2,096 |
Core technologies | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Total amortization expense | 10,573 | 1,048 | 21,428 | 2,096 |
Customer relationships | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Total amortization expense | 4,080 | 0 | 8,170 | 0 |
Trade name | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Total amortization expense | $ 791 | $ 0 | $ 1,583 | $ 0 |
Goodwill and Intangible Asset_6
Goodwill and Intangible Assets - Schedule of Future Amortization Expense (Details) - USD ($) $ in Thousands | Jul. 30, 2023 | Jan. 29, 2023 |
Finite-Lived Intangible Assets [Line Items] | ||
2024 (remaining six months) | $ 29,263 | |
2025 | 45,231 | |
2026 | 36,901 | |
2027 | 22,040 | |
2028 | 18,029 | |
Thereafter | 31,645 | |
Total expected amortization expense | 183,109 | $ 215,102 |
Core technologies | ||
Finite-Lived Intangible Assets [Line Items] | ||
2024 (remaining six months) | 20,024 | |
2025 | 39,510 | |
2026 | 32,402 | |
2027 | 17,541 | |
2028 | 13,530 | |
Thereafter | 9,343 | |
Total expected amortization expense | 132,350 | 153,924 |
Customer relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
2024 (remaining six months) | 7,656 | |
2025 | 3,999 | |
2026 | 3,999 | |
2027 | 3,999 | |
2028 | 3,999 | |
Thereafter | 19,822 | |
Total expected amortization expense | 43,474 | 52,310 |
Trade name | ||
Finite-Lived Intangible Assets [Line Items] | ||
2024 (remaining six months) | 1,583 | |
2025 | 1,722 | |
2026 | 500 | |
2027 | 500 | |
2028 | 500 | |
Thereafter | 2,480 | |
Total expected amortization expense | $ 7,285 | $ 8,868 |
Goodwill and Intangible Asset_7
Goodwill and Intangible Assets - Schedule of Construction in Process (Details) $ in Thousands | 6 Months Ended |
Jul. 30, 2023 USD ($) | |
Finite-Lived Intangible Assets [Roll Forward] | |
Value at January 29, 2023 | $ 237,080 |
Value at July 30, 2023 | 216,256 |
Capitalized development costs | |
Finite-Lived Intangible Assets [Roll Forward] | |
Value at January 29, 2023 | 0 |
Capitalized development costs | 292 |
Value at July 30, 2023 | $ 292 |
Long-Term Debt - Schedule of Lo
Long-Term Debt - Schedule of Long-term Debt (Details) - USD ($) $ in Thousands | 3 Months Ended | ||||||||
Jun. 06, 2023 | Apr. 30, 2023 | Feb. 24, 2023 | Jan. 29, 2023 | Jul. 30, 2023 | Apr. 30, 2023 | Apr. 26, 2020 | Jan. 12, 2023 | Oct. 12, 2022 | |
Debt Instrument [Line Items] | |||||||||
Outstanding balance | $ 1,364,500 | $ 1,413,313 | |||||||
Current portion, net | (43,104) | (52,890) | |||||||
Debt issuance costs | (24,430) | (29,809) | |||||||
Long-term debt | $ 1,296,966 | $ 1,330,614 | |||||||
Weighted-average effective interest rate | 4.84% | 6.37% | |||||||
Triggering Event Two | |||||||||
Debt Instrument [Line Items] | |||||||||
Variable rate spread | 3.44% | 3.58% | |||||||
Spread rate | 2.35% | 3.35% | |||||||
Derivative fixed rate | 5.79% | 6.79% | |||||||
Triggering Event Three | |||||||||
Debt Instrument [Line Items] | |||||||||
Variable rate spread | 4.43% | 5.22% | |||||||
Floating rate | 8.57% | 6.78% | |||||||
Spread rate | 2.35% | 3.35% | |||||||
Convertible Debt | Convertible Senior Notes | |||||||||
Debt Instrument [Line Items] | |||||||||
Outstanding balance | $ 319,500 | $ 319,500 | |||||||
Debt issuance costs | (11,400) | (10,100) | |||||||
Long-term debt | $ 308,150 | $ 309,358 | |||||||
Debt instrument stated rate | 1.625% | 1.625% | 1.625% | ||||||
Revolving loans | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt fixed rate | 6.93% | ||||||||
Revolving loans | Credit Agreement | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt amount bearing fixed interest rate | $ 150,000 | ||||||||
Revolving loans | Triggering Event One | |||||||||
Debt Instrument [Line Items] | |||||||||
LIBOR portion of fixed rate | 5.22% | 0.73% | |||||||
Floating rate | 8.59% | ||||||||
Revolving loans | Secured Overnight Financing Rate (SOFR) | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt instrument margin | 3.35% | ||||||||
Revolving loans | Credit Agreement | |||||||||
Debt Instrument [Line Items] | |||||||||
Outstanding balance | $ 150,000 | $ 210,000 | |||||||
LIBOR portion of fixed rate | 0.73% | ||||||||
Revolving loans | Credit Agreement | Triggering Event One | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt fixed rate | 3.09% | ||||||||
Revolving loans | Credit Agreement | Secured Overnight Financing Rate (SOFR) | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt instrument margin | 1% | 2.50% | |||||||
Revolving loans | Credit Agreement | Secured Overnight Financing Rate (SOFR) | Triggering Event One | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt instrument margin | 3.36% | ||||||||
Revolving loans | Credit Agreement | London Interbank Offered Rate (LIBOR) | Triggering Event One | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt instrument margin | 2.36% | ||||||||
Secured Debt | Line of Credit | Credit Agreement | |||||||||
Debt Instrument [Line Items] | |||||||||
Outstanding balance | $ 895,000 | $ 883,813 | $ 895,000 | ||||||
Derivative term | 2 years 9 months | 5 years | |||||||
Debt outstanding | $ 450,000 | $ 150,000 |
Long-Term Debt - Narrative (Det
Long-Term Debt - Narrative (Details) $ / shares in Units, shares in Millions | 3 Months Ended | 6 Months Ended | ||||||||||||||
Jun. 06, 2023 USD ($) | Apr. 30, 2023 | Feb. 24, 2023 | Jan. 29, 2023 USD ($) | Oct. 21, 2022 USD ($) d numberOfLeases $ / shares | Oct. 19, 2022 USD ($) $ / shares shares | Jul. 30, 2023 USD ($) | Apr. 30, 2023 | Jul. 31, 2022 USD ($) | Apr. 26, 2020 | Jul. 30, 2023 USD ($) | Jul. 31, 2022 USD ($) | Jan. 12, 2023 USD ($) | Oct. 12, 2022 USD ($) | Oct. 06, 2022 $ / shares shares | Nov. 07, 2019 USD ($) | |
Line of Credit Facility [Line Items] | ||||||||||||||||
Outstanding balance | $ 1,364,500,000 | $ 1,413,313,000 | $ 1,413,313,000 | |||||||||||||
Write-off of deferred financing costs and debt discount | $ 771,000 | $ 0 | $ 771,000 | $ 0 | ||||||||||||
Payments for Derivative Instrument, Financing Activities | $ 72,600,000 | |||||||||||||||
Number of securities called by warrants (in shares) | shares | 8.6 | 8.6 | ||||||||||||||
Exercise price of warrants or rights (in dollars per share) | $ / shares | $ 51.15 | $ 51.15 | ||||||||||||||
Proceeds from sale of warrants | $ 42,900,000 | |||||||||||||||
Class Of Warrant Or Right And Debt Instrument, Net Cash Premium | $ 29,700,000 | |||||||||||||||
Triggering Event Two | ||||||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||||||
Variable rate spread | 3.44% | 3.58% | 3.58% | |||||||||||||
Triggering Event Three | ||||||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||||||
Variable rate spread | 4.43% | 5.22% | 5.22% | |||||||||||||
Credit Agreement | Federal Funds | ||||||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||||||
Debt instrument margin | 0.50% | |||||||||||||||
Convertible Senior Notes | Convertible Debt | ||||||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||||||
Outstanding balance | $ 319,500,000 | $ 319,500,000 | $ 319,500,000 | |||||||||||||
Debt Instrument, Face Amount | $ 19,500,000 | $ 300,000,000 | ||||||||||||||
Fixed interest rate | 1.625% | 1.625% | 1.625% | 1.625% | ||||||||||||
Debt instrument, conversion price (in dollars per share) | $ / shares | $ 37.27 | $ 37.27 | ||||||||||||||
Debt Instrument, Face Amount, Not Subject To Redemption | $ 75,000,000 | |||||||||||||||
Debt Instrument, Convertible, Conversion Ratio | 0.0268325 | |||||||||||||||
Convertible Senior Notes | Convertible Debt | Debt Conversion Terms One | ||||||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||||||
Debt Instrument, Convertible, Threshold Trading Days | d | 20 | |||||||||||||||
Debt Instrument, Convertible, Threshold Consecutive Trading Days | d | 30 | |||||||||||||||
Debt Instrument, Convertible, Threshold Percentage of Stock Price Trigger | 130% | |||||||||||||||
Debt Instrument, Redemption Price, Threshold Trading Day | numberOfLeases | 61 | |||||||||||||||
Debt Instrument, Redemption Price, Percentage | 100% | |||||||||||||||
Conversion Price Percentage, Fundamental Change Repurchase | 100% | |||||||||||||||
Convertible Senior Notes | Convertible Debt | Debt Conversion Terms Two | ||||||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||||||
Debt Instrument, Convertible, Threshold Trading Days | d | 5 | |||||||||||||||
Debt Instrument, Convertible, Threshold Consecutive Trading Days | d | 10 | |||||||||||||||
Debt Instrument, Convertible, Threshold Percentage of Stock Price Trigger | 98% | |||||||||||||||
Revolving loans | Secured Overnight Financing Rate (SOFR) | ||||||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||||||
Debt instrument margin | 3.35% | |||||||||||||||
Revolving loans | Triggering Event One | ||||||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||||||
LIBOR portion of fixed rate | 5.22% | 0.73% | ||||||||||||||
Revolving loans | Credit Agreement | ||||||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||||||
Facilities, maximum borrowing capacity | $ 500,000,000 | |||||||||||||||
Outstanding balance | $ 150,000,000 | $ 210,000,000 | $ 210,000,000 | |||||||||||||
Long-term Debt | 210,000,000 | 210,000,000 | ||||||||||||||
Undrawn revolving commitments | 290,000,000 | 290,000,000 | ||||||||||||||
Maximum amount that can be used to obtain revolving loans and letters of credit in alternative currencies | 75,000,000 | |||||||||||||||
Debt Instrument, Covenant, Annual Amortization | 7.50% | |||||||||||||||
Debt Instrument Maturity, Number Of Days Before Maturity Date If Not Extended | 91 | |||||||||||||||
Debt Instrument Maturity, Extension, Number Of Days After Maturity Date | 91 | |||||||||||||||
Debt Instrument, Covenant, Non-Extended Notes And Certain Replacement Debt, Threshold | $ 50,000,000 | |||||||||||||||
Line Of Credit, Decrease In Maximum Borrowing Capacity | 100,000,000 | |||||||||||||||
Debt Instrument, Covenant, Minimum Consolidated Liquidity | $ 150,000,000 | |||||||||||||||
LIBOR portion of fixed rate | 0.73% | |||||||||||||||
Revolving loans | Credit Agreement | Base Rate | ||||||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||||||
Debt instrument margin | 1.50% | |||||||||||||||
Revolving loans | Credit Agreement | Secured Overnight Financing Rate (SOFR) | ||||||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||||||
Debt instrument margin | 1% | 2.50% | ||||||||||||||
Revolving loans | Credit Agreement | Minimum | Base Rate | ||||||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||||||
Debt instrument margin | 0.25% | |||||||||||||||
Revolving loans | Credit Agreement | Minimum | Secured Overnight Financing Rate (SOFR) | ||||||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||||||
Debt instrument margin | 1.25% | |||||||||||||||
Revolving loans | Credit Agreement | Maximum | Base Rate | ||||||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||||||
Debt instrument margin | 2.75% | |||||||||||||||
Revolving loans | Credit Agreement | Maximum | Secured Overnight Financing Rate (SOFR) | ||||||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||||||
Debt instrument margin | 3.75% | |||||||||||||||
Revolving loans | Credit Agreement | Triggering Event One | ||||||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||||||
Debt instrument, covenant, leverage ratio, maximum | 4.75 | |||||||||||||||
Debt Instrument, Covenant, Liquidity Ratio Required, Minimum | 2.50 | |||||||||||||||
Revolving loans | Credit Agreement | Triggering Event One | Secured Overnight Financing Rate (SOFR) | ||||||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||||||
Debt instrument margin | 3.36% | |||||||||||||||
Revolving loans | Credit Agreement | Triggering Event Two | ||||||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||||||
Debt instrument, covenant, leverage ratio, maximum | 6.80 | |||||||||||||||
Debt Instrument, Covenant, Liquidity Ratio Required, Minimum | 2.04 | |||||||||||||||
Revolving loans | Credit Agreement | Triggering Event Three | ||||||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||||||
Debt instrument, covenant, leverage ratio, maximum | 8.17 | |||||||||||||||
Debt Instrument, Covenant, Liquidity Ratio Required, Minimum | 1.66 | |||||||||||||||
Revolving loans | Credit Agreement | Triggering Event Four | ||||||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||||||
Debt instrument, covenant, leverage ratio, maximum | 8.58 | |||||||||||||||
Debt Instrument, Covenant, Liquidity Ratio Required, Minimum | 1.61 | |||||||||||||||
Revolving loans | Credit Agreement | Triggering Event Five | ||||||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||||||
Debt instrument, covenant, leverage ratio, maximum | 7.26 | |||||||||||||||
Debt Instrument, Covenant, Liquidity Ratio Required, Minimum | 1.81 | |||||||||||||||
Revolving loans | Credit Agreement | Triggering Event Six | ||||||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||||||
Debt instrument, covenant, leverage ratio, maximum | 6.36 | |||||||||||||||
Debt Instrument, Covenant, Liquidity Ratio Required, Minimum | 2.07 | |||||||||||||||
Revolving loans | Credit Agreement | Triggering Event Seven | ||||||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||||||
Debt instrument, covenant, leverage ratio, maximum | 5.85 | |||||||||||||||
Debt Instrument, Covenant, Liquidity Ratio Required, Minimum | 2.27 | |||||||||||||||
Revolving loans | Credit Agreement | Triggering Event Eight | ||||||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||||||
Debt instrument, covenant, leverage ratio, maximum | 5.77 | |||||||||||||||
Debt Instrument, Covenant, Liquidity Ratio Required, Minimum | 2.41 | |||||||||||||||
Revolving loans | Credit Agreement | Triggering Event Nine | ||||||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||||||
Debt instrument, covenant, leverage ratio, maximum | 3.75 | |||||||||||||||
Debt instrument, covenant, leverage ratio, maximum, increase limit | 4.25 | |||||||||||||||
Debt Instrument, Covenant, Liquidity Ratio Required, Minimum | 3.50 | |||||||||||||||
Revolving loans | Credit Agreement, Matures On November 7, 2024 | ||||||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||||||
Facilities, maximum borrowing capacity | 162,500,000 | |||||||||||||||
Revolving loans | Credit Agreement, Matures On January 12, 2028 | ||||||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||||||
Facilities, maximum borrowing capacity | 337,500,000 | |||||||||||||||
Revolving loans | Credit Agreement, Financial Covenant Relief Period | Minimum | Base Rate | ||||||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||||||
Debt instrument margin | 2.25% | |||||||||||||||
Revolving loans | Credit Agreement, Financial Covenant Relief Period | Minimum | Secured Overnight Financing Rate (SOFR) | ||||||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||||||
Debt instrument margin | 3.25% | |||||||||||||||
Secured Debt | Credit Agreement | Line of Credit | ||||||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||||||
Outstanding balance | 895,000,000 | $ 883,813,000 | 883,813,000 | $ 895,000,000 | ||||||||||||
Derivative term | 2 years 9 months | 5 years | ||||||||||||||
Debt outstanding | $ 450,000,000 | $ 150,000,000 | 150,000,000 | |||||||||||||
Secured Debt | Credit Agreement | Line of Credit | Triggering Event One | ||||||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||||||
Quarterly amortization percentage | 1.25% | |||||||||||||||
Secured Debt | Credit Agreement | Line of Credit | Triggering Event Two | ||||||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||||||
Quarterly amortization percentage | 1.875% | |||||||||||||||
Letter of Credit | ||||||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||||||
Facilities, amount outstanding | 0 | 0 | ||||||||||||||
Letter of Credit | Credit Agreement | ||||||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||||||
Facilities, maximum borrowing capacity | 40,000,000 | |||||||||||||||
Bridge Loan | Credit Agreement | ||||||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||||||
Facilities, maximum borrowing capacity | $ 25,000,000 | |||||||||||||||
Swingline Loans | ||||||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||||||
Facilities, amount outstanding | 0 | 0 | ||||||||||||||
Revolving Loans and Non US Dollars LC | ||||||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||||||
Facilities, amount outstanding | $ 0 | $ 0 |
Long-Term Debt - Schedule of In
Long-Term Debt - Schedule of Interest Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jul. 30, 2023 | Jul. 31, 2022 | Jul. 30, 2023 | Jul. 31, 2022 | |
Debt Instrument [Line Items] | ||||
Contractual interest | $ 24,156 | $ 1,309 | $ 45,397 | $ 2,216 |
Amortization of debt discount and issuance costs | 1,689 | 120 | 3,103 | 241 |
Write-off of deferred financing costs and debt discount | 771 | 0 | 771 | 0 |
Total interest expense | 24,171 | 1,259 | 44,681 | 2,456 |
Interest Rate Swap | ||||
Debt Instrument [Line Items] | ||||
Interest swap agreement | $ (2,445) | $ (170) | $ (4,590) | $ (1) |
Income Taxes - Summary of Incom
Income Taxes - Summary of Income Tax Contingencies (Details) $ in Thousands | 6 Months Ended |
Jul. 30, 2023 USD ($) | |
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | |
Balance at January 29, 2023 | $ 31,471 |
Additions based on tax positions related to the current fiscal year | 365 |
Decreases based on tax positions related to prior fiscal years | (793) |
Balance at July 30, 2023 | $ 31,043 |
Income Taxes - Narrative (Detai
Income Taxes - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | |
Jul. 30, 2023 | Jan. 29, 2023 | |
Income Tax Disclosure [Abstract] | ||
Valuation allowance, deferred tax asset, increase amount | $ 52.8 | |
Net tax benefits, if recognized, would impact the effective tax rate | $ 12.1 | $ 12.6 |
Income Taxes - Liability For Un
Income Taxes - Liability For Uncertain Tax Positions (Details) - USD ($) $ in Thousands | Jul. 30, 2023 | Jan. 29, 2023 |
Income Tax Contingency [Line Items] | ||
Total accrued taxes | $ 29,651 | $ 30,087 |
Deferred tax assets - non-current | ||
Income Tax Contingency [Line Items] | ||
Total accrued taxes | 17,524 | 17,446 |
Other long-term liabilities | ||
Income Tax Contingency [Line Items] | ||
Total accrued taxes | $ 12,127 | $ 12,641 |
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. 30, 2023 | Jul. 31, 2022 | Jul. 30, 2023 | Jul. 31, 2022 | |
Income Tax Disclosure [Abstract] | ||||
Domestic | $ (73,470) | $ 17,786 | $ (92,311) | $ 13,004 |
Foreign | (251,929) | 45,546 | (264,915) | 96,421 |
(Loss) income before taxes and equity method (loss) income | $ (325,399) | $ 63,332 | $ (357,226) | $ 109,425 |
Leases - Narrative (Details)
Leases - Narrative (Details) | 6 Months Ended |
Jul. 30, 2023 | |
Leases [Abstract] | |
Lessee, Operating Lease, Remaining Lease Term | 10 years |
Maximum renewal term | 5 years |
Termination period | 1 year |
Leases - The Components of Leas
Leases - The Components of Lease Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jul. 30, 2023 | Jul. 31, 2022 | Jul. 30, 2023 | Jul. 31, 2022 | |
Leases [Abstract] | ||||
Operating lease cost | $ 2,167 | $ 1,454 | $ 4,316 | $ 2,900 |
Short-term lease cost | 484 | 477 | 1,093 | 748 |
Sublease income | (162) | (34) | (320) | (69) |
Total lease cost | $ 2,489 | $ 1,897 | $ 5,089 | $ 3,579 |
Leases - Supplemental Cash Flow
Leases - Supplemental Cash Flow Information (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Jul. 30, 2023 | Jul. 31, 2022 | |
Leases [Abstract] | ||
Cash paid for amounts included in the measurement of lease liabilities | $ 4,280 | $ 2,703 |
Right-of-use assets obtained in exchange for new operating lease liabilities | $ 2,696 | $ 1,960 |
Weighted-average remaining lease term–operating leases (in years) | 5 years 8 months 4 days | |
Weighted-average discount rate on remaining lease payments–operating leases | 6.90% |
Leases - Supplemental Balance S
Leases - Supplemental Balance Sheet Information (Details) - USD ($) $ in Thousands | Jul. 30, 2023 | Jan. 29, 2023 |
Leases [Abstract] | ||
Operating Lease, Right-of-Use Asset, Statement of Financial Position [Extensible List] | Other assets | Other assets |
Operating Lease, Liability, Current, Statement of Financial Position [Extensible List] | Accrued liabilities | Accrued liabilities |
Operating Lease, Liability, Noncurrent, Statement of Financial Position [Extensible List] | Other long-term liabilities | Other long-term liabilities |
Operating lease right-of-use assets in "Other assets" | $ 30,885 | $ 31,807 |
Operating lease liabilities in "Accrued liabilities" | 6,416 | 6,209 |
Operating lease liabilities in "Other long-term liabilities" | 25,635 | 26,484 |
Total operating lease liabilities | $ 32,051 | $ 32,693 |
Leases - Maturity (Details)
Leases - Maturity (Details) - USD ($) $ in Thousands | Jul. 30, 2023 | Jan. 29, 2023 |
Leases [Abstract] | ||
2024 (remaining six months) | $ 4,234 | |
2025 | 8,470 | |
2026 | 7,076 | |
2027 | 5,235 | |
2028 | 4,606 | |
Thereafter | 9,679 | |
Total lease payments | 39,300 | |
Less: imputed interest | (7,249) | |
Total | $ 32,051 | $ 32,693 |
Commitments and Contingencies -
Commitments and Contingencies - Narrative (Details) - USD ($) $ in Millions | 6 Months Ended | ||
Jun. 14, 2022 | Mar. 25, 2022 | Jul. 30, 2023 | |
Environmental Issue | |||
Commitments and Contingencies [Line Items] | |||
Loss contingency, estimate of probable loss | $ 1.6 | ||
Aggregate payments towards remediation plan to date | 6.3 | ||
Minimum | Environmental Issue | |||
Commitments and Contingencies [Line Items] | |||
Loss contingency, estimate of probable loss | 7.9 | ||
Loss Contingency Accrual | 1.6 | ||
Maximum | Environmental Issue | |||
Commitments and Contingencies [Line Items] | |||
Loss contingency, estimate of probable loss | 9.4 | ||
Loss Contingency Accrual | $ 3.1 | ||
Denso Corporation | Sierra Wireless | |||
Commitments and Contingencies [Line Items] | |||
Loss Contingency, Damages Sought, Value | $ 84 | ||
Harman Becker Automotive Systems GmbH | Sierra Wireless | |||
Commitments and Contingencies [Line Items] | |||
Loss Contingency, Damages Sought, Value | $ 16 |
Commitments and Contingencies_2
Commitments and Contingencies - Schedule of Liability for Deferred Compensation (Details) (Details) - Deferred Compensation Plan For Officers And Executives - USD ($) $ in Thousands | Jul. 30, 2023 | Jan. 29, 2023 |
Loss Contingencies [Line Items] | ||
Total deferred compensation liabilities under this plan | $ 44,383 | $ 42,277 |
Accrued liabilities | ||
Loss Contingencies [Line Items] | ||
Accrued liabilities | 9,458 | 4,714 |
Other long-term liabilities | ||
Loss Contingencies [Line Items] | ||
Other long-term liabilities | $ 34,925 | $ 37,563 |
Commitments and Contingencies_3
Commitments and Contingencies - Schedule of Other Assets (Details) - USD ($) $ in Thousands | Jul. 30, 2023 | Jan. 29, 2023 |
Other Commitments [Line Items] | ||
Total cash surrender value of corporate-owned life insurance | $ 34,122 | $ 33,676 |
Other current assets | ||
Other Commitments [Line Items] | ||
Total cash surrender value of corporate-owned life insurance | 6,212 | 0 |
Other assets | ||
Other Commitments [Line Items] | ||
Total cash surrender value of corporate-owned life insurance | $ 27,910 | $ 33,676 |
Restructuring - Narrative (Deta
Restructuring - Narrative (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jul. 30, 2023 | Jul. 31, 2022 | Jul. 30, 2023 | Jul. 31, 2022 | |
Restructuring and Related Activities [Abstract] | ||||
Restructuring expense | $ 9,761,000 | $ 0 | $ 11,821,000 | $ 0 |
Restructuring - Activity (Detai
Restructuring - Activity (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jul. 30, 2023 | Jul. 31, 2022 | Jul. 30, 2023 | Jul. 31, 2022 | |
Restructuring Reserve [Roll Forward] | ||||
Balance at January 29, 2023 | $ 4,039,000 | |||
Restructuring | $ 9,761,000 | $ 0 | 11,821,000 | $ 0 |
Cash payments | (7,031,000) | |||
Balance at July 30, 2023 | 8,829,000 | 8,829,000 | ||
Reduction In Workforce Plan | ||||
Restructuring Reserve [Roll Forward] | ||||
Restructuring | 5,800,000 | 5,800,000 | ||
One-time employee termination benefits | ||||
Restructuring Reserve [Roll Forward] | ||||
Balance at January 29, 2023 | 4,027,000 | |||
Restructuring | 10,065,000 | |||
Cash payments | (5,744,000) | |||
Balance at July 30, 2023 | 8,348,000 | 8,348,000 | ||
Other restructuring | ||||
Restructuring Reserve [Roll Forward] | ||||
Balance at January 29, 2023 | 12,000 | |||
Restructuring | 1,756,000 | |||
Cash payments | (1,287,000) | |||
Balance at July 30, 2023 | $ 481,000 | $ 481,000 |
Restructuring - Schedule of Res
Restructuring - Schedule of Restructuring Charges (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jul. 30, 2023 | Jul. 31, 2022 | Jul. 30, 2023 | Jul. 31, 2022 | |
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring | $ 9,761,000 | $ 0 | $ 11,821,000 | $ 0 |
Cost of sales | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring | 362,000 | 0 | 859,000 | 0 |
Selling, General and Administrative Expenses | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring | 5,445,000 | 0 | 5,782,000 | 0 |
Research and Development Expense | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring | $ 3,954,000 | $ 0 | $ 5,180,000 | $ 0 |
Concentration of Risk - Schedul
Concentration of Risk - Schedule of Significant Customers Accounting for at Least 10% of Net Sales During Period (Details) - Customer Concentration Risk - Net sales | 3 Months Ended | 6 Months Ended | ||
Jul. 30, 2023 | Jul. 31, 2022 | Jul. 30, 2023 | Jul. 31, 2022 | |
Concentration Risk [Line Items] | ||||
Concentration risk, percentage | 100% | 100% | 100% | 100% |
Trend-tek Technology Ltd. (and affiliates) | ||||
Concentration Risk [Line Items] | ||||
Concentration risk, percentage | 6% | 15% | 6% | 16% |
CEAC International Limited | ||||
Concentration Risk [Line Items] | ||||
Concentration risk, percentage | 6% | 14% | 6% | 13% |
Frontek Technology Corporation (and affiliates) | ||||
Concentration Risk [Line Items] | ||||
Concentration risk, percentage | 9% | 12% | 7% | 13% |
Arrow Electronics (and affiliates) | ||||
Concentration Risk [Line Items] | ||||
Concentration risk, percentage | 3% | 10% | 3% | 8% |
Segment Information - Narrative
Segment Information - Narrative (Details) | 3 Months Ended | 6 Months Ended | |
Oct. 30, 2022 segment | Jul. 30, 2023 segment | Jul. 30, 2023 reportable_segment | |
Segment Reporting [Abstract] | |||
Number of operating segments | 3 | 4 | |
Number of reportable segments | 2 | 4 | 4 |
Segment Information - Net Sales
Segment Information - Net Sales Activity by Segment (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jul. 30, 2023 | Jul. 31, 2022 | Jul. 30, 2023 | Jul. 31, 2022 | |
Revenue from External Customer [Line Items] | ||||
Net sales | $ 238,372 | $ 209,254 | $ 474,911 | $ 411,403 |
Gross profit | $ 100,728 | $ 134,771 | $ 203,674 | $ 263,976 |
Net sales | Customer Concentration Risk | ||||
Revenue from External Customer [Line Items] | ||||
Concentration risk, percentage | 100% | 100% | 100% | 100% |
Signal Integrity | ||||
Revenue from External Customer [Line Items] | ||||
Net sales | $ 46,507 | $ 87,355 | $ 88,153 | $ 166,657 |
Gross profit | $ 27,850 | $ 60,226 | $ 52,934 | $ 116,091 |
Signal Integrity | Net sales | Customer Concentration Risk | ||||
Revenue from External Customer [Line Items] | ||||
Concentration risk, percentage | 20% | 42% | 19% | 41% |
Advanced Protection and Sensing | ||||
Revenue from External Customer [Line Items] | ||||
Net sales | $ 48,521 | $ 65,275 | $ 84,578 | $ 137,697 |
Gross profit | $ 27,116 | $ 36,165 | $ 46,515 | $ 73,294 |
Advanced Protection and Sensing | Net sales | Customer Concentration Risk | ||||
Revenue from External Customer [Line Items] | ||||
Concentration risk, percentage | 20% | 31% | 18% | 33% |
IoT System Products Group | ||||
Revenue from External Customer [Line Items] | ||||
Net sales | $ 119,455 | $ 56,624 | $ 254,031 | $ 107,049 |
Gross profit | $ 51,209 | $ 40,237 | $ 110,332 | $ 78,490 |
IoT System Products Group | Net sales | Customer Concentration Risk | ||||
Revenue from External Customer [Line Items] | ||||
Concentration risk, percentage | 50% | 27% | 53% | 26% |
IoT Connected Services Group | ||||
Revenue from External Customer [Line Items] | ||||
Net sales | $ 23,889 | $ 0 | $ 48,149 | $ 0 |
Gross profit | $ 11,903 | $ 0 | $ 23,066 | $ 0 |
IoT Connected Services Group | Net sales | Customer Concentration Risk | ||||
Revenue from External Customer [Line Items] | ||||
Concentration risk, percentage | 10% | 0% | 10% | 0% |
Unallocated costs, including share-based compensation and amortization of acquired technology | ||||
Revenue from External Customer [Line Items] | ||||
Gross profit | $ (17,350) | $ (1,857) | $ (29,173) | $ (3,899) |
Segment Information - Revenue b
Segment Information - Revenue by Sales Channel (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jul. 30, 2023 | Jul. 31, 2022 | Jul. 30, 2023 | Jul. 31, 2022 | |
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Net sales | $ 238,372 | $ 209,254 | $ 474,911 | $ 411,403 |
Net sales | Sales Channel Concentration Risk | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Concentration risk, percentage | 100% | 100% | 100% | 100% |
Distributor | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Net sales | $ 151,995 | $ 184,983 | $ 296,269 | $ 364,016 |
Distributor | Net sales | Sales Channel Concentration Risk | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Concentration risk, percentage | 64% | 88% | 62% | 88% |
Direct | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Net sales | $ 86,377 | $ 24,271 | $ 178,642 | $ 47,387 |
Direct | Net sales | Sales Channel Concentration Risk | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Concentration risk, percentage | 36% | 12% | 38% | 12% |
Segment Information - Net Sal_2
Segment Information - Net Sales Activity by Geographic Region (Details) - Net sales - Geographic Concentration Risk | 3 Months Ended | 6 Months Ended | ||
Jul. 30, 2023 | Jul. 31, 2022 | Jul. 30, 2023 | Jul. 31, 2022 | |
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Concentration risk, percentage | 100% | 100% | 100% | 100% |
Asia-Pacific | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Concentration risk, percentage | 62% | 72% | 57% | 73% |
North America | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Concentration risk, percentage | 24% | 16% | 28% | 15% |
Europe | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Concentration risk, percentage | 14% | 12% | 15% | 12% |
Segment Information - Summary o
Segment Information - Summary of Sales Activity to Countries that Represented Greater than 10% of Total Net Sales (Details) - Geographic Concentration Risk - Net sales | 3 Months Ended | 6 Months Ended | ||
Jul. 30, 2023 | Jul. 31, 2022 | Jul. 30, 2023 | Jul. 31, 2022 | |
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Concentration risk, percentage | 100% | 100% | 100% | 100% |
China (including Hong Kong) | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Concentration risk, percentage | 29% | 54% | 27% | 55% |
United States | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Concentration risk, percentage | 23% | 15% | 25% | 13% |
Stock Repurchase Program - Narr
Stock Repurchase Program - Narrative (Details) - USD ($) | Mar. 11, 2021 | Jul. 30, 2023 |
Equity [Abstract] | ||
Additional stock repurchase amount authorized | $ 350,000,000 | |
Remaining authorization under stock repurchase program | $ 209,400,000 |
Stock Repurchase Program - Summ
Stock Repurchase Program - Summary of Stock Repurchases (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jul. 30, 2023 | Jul. 31, 2022 | Jul. 30, 2023 | Jul. 31, 2022 | |
Equity, Class of Treasury Stock [Line Items] | ||||
Shares repurchased under the stock repurchase program, value | $ 50,000 | |||
Shares repurchased under the stock repurchase program | ||||
Equity, Class of Treasury Stock [Line Items] | ||||
Shares repurchased under the stock repurchase program (in shares) | 0 | 0 | 0 | 762,093 |
Shares repurchased under the stock repurchase program, value | $ 0 | $ 0 | $ 0 | $ 50,000 |
Derivatives and Hedging Activ_3
Derivatives and Hedging Activities - Summary of Open Foreign Currency Contracts (Details) £ in Thousands, $ in Thousands, $ in Thousands | Jul. 30, 2023 USD ($) instrument | Jul. 30, 2023 CAD ($) instrument | Jul. 30, 2023 GBP (£) instrument | Jan. 29, 2023 USD ($) instrument | Jan. 29, 2023 CAD ($) instrument | Jan. 29, 2023 GBP (£) instrument |
Derivative [Line Items] | ||||||
Number of Instruments | instrument | 9 | 9 | 9 | 27 | 27 | 27 |
Sell USD/Buy CAD Forward Contract | ||||||
Derivative [Line Items] | ||||||
Number of Instruments | instrument | 3 | 3 | 3 | 9 | 9 | 9 |
Sell USD/Buy GBP Forward Contract | ||||||
Derivative [Line Items] | ||||||
Number of Instruments | instrument | 6 | 6 | 6 | 18 | 18 | 18 |
Sell Notional Value | Sell USD/Buy CAD Forward Contract | ||||||
Derivative [Line Items] | ||||||
Notional value | $ | $ 3,400 | $ 9,965 | ||||
Sell Notional Value | Sell USD/Buy GBP Forward Contract | ||||||
Derivative [Line Items] | ||||||
Notional value | $ | $ 1,274 | $ 3,801 | ||||
Buy Notional Value | Sell USD/Buy CAD Forward Contract | ||||||
Derivative [Line Items] | ||||||
Notional value | $ | $ 4,648 | $ 13,643 | ||||
Buy Notional Value | Sell USD/Buy GBP Forward Contract | ||||||
Derivative [Line Items] | ||||||
Notional value | £ | £ 1,144 | £ 3,406 |
Derivatives and Hedging Activ_4
Derivatives and Hedging Activities - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||||
Jul. 30, 2023 | Apr. 30, 2023 | Jul. 31, 2022 | Apr. 26, 2020 | Jul. 30, 2023 | Jul. 31, 2022 | Jan. 29, 2023 | |
Triggering Event Two | |||||||
Derivative [Line Items] | |||||||
Variable rate spread | 3.58% | 3.58% | 3.44% | ||||
Secured Debt | Credit Agreement | Line of Credit | |||||||
Derivative [Line Items] | |||||||
Derivative term | 2 years 9 months | 5 years | |||||
Debt outstanding | $ 150,000 | $ 150,000 | $ 450,000 | ||||
Revolving loans | Credit Agreement | |||||||
Derivative [Line Items] | |||||||
LIBOR portion of fixed rate | 0.73% | ||||||
Credit Agreement | Revolving loans | |||||||
Derivative [Line Items] | |||||||
Debt amount bearing fixed interest rate | $ 150,000 | ||||||
Interest Rate Swap | |||||||
Derivative [Line Items] | |||||||
Derivative term | 3 years | ||||||
Interest swap agreement | 2,445 | $ 170 | 4,590 | $ 1 | |||
Total Return Swap | |||||||
Derivative [Line Items] | |||||||
Interest swap agreement | 300 | $ 100 | 200 | $ (400) | |||
Derivative, notional value | 7,600 | 7,600 | 5,200 | ||||
Derivative, fair value, net | $ 40 | $ 40 | $ 100 |
Derivatives and Hedging Activ_5
Derivatives and Hedging Activities - Summary of the Carrying Values of Derivative Instruments (Details) - Designated as Hedging Instrument - USD ($) $ in Thousands | Jul. 30, 2023 | Jan. 29, 2023 |
Other current assets | ||
Derivatives, Fair Value [Line Items] | ||
Derivative asset | $ 10,361 | $ 6,784 |
Other long-term liabilities | ||
Derivatives, Fair Value [Line Items] | ||
Derivative liability | 0 | 6,432 |
Other assets | ||
Derivatives, Fair Value [Line Items] | ||
Derivative asset | 3,344 | 0 |
Interest Rate Swap | Other current assets | ||
Derivatives, Fair Value [Line Items] | ||
Derivative asset | 10,052 | 6,067 |
Interest Rate Swap | Other long-term liabilities | ||
Derivatives, Fair Value [Line Items] | ||
Derivative liability | 0 | 6,432 |
Interest Rate Swap | Other assets | ||
Derivatives, Fair Value [Line Items] | ||
Derivative asset | 3,344 | 0 |
Foreign Exchange Contract | Other current assets | ||
Derivatives, Fair Value [Line Items] | ||
Derivative asset | $ 309 | $ 717 |