Document And Entity Information
Document And Entity Information - shares | 9 Months Ended | |
Oct. 25, 2015 | Nov. 27, 2015 | |
Entity Information [Line Items] | ||
Document Type | 10-Q | |
Document Period End Date | Oct. 25, 2015 | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2,016 | |
Document Fiscal Period Focus | Q3 | |
Entity Registrant Name | SEMTECH CORP | |
Entity Central Index Key | 88,941 | |
Current Fiscal Year End Date | --01-31 | |
Entity Filer Category | Large Accelerated Filer | |
Entity Common Stock, Shares Outstanding | 64,900,768 |
Condensed Consolidated Statemen
Condensed Consolidated Statements Of Operations - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Oct. 25, 2015 | Oct. 26, 2014 | Oct. 25, 2015 | Oct. 26, 2014 | |
Net sales | $ 115,810 | $ 148,890 | $ 371,610 | $ 427,491 |
Cost of sales | 46,226 | 59,564 | 148,050 | 171,860 |
Gross profit | 69,584 | 89,326 | 223,560 | 255,631 |
Operating costs and expenses: | ||||
Selling, general and administrative | 30,747 | 31,920 | 102,383 | 95,163 |
Product development and engineering | 26,855 | 28,401 | 84,771 | 84,387 |
Intangible amortization | 6,308 | 6,423 | 18,648 | 19,292 |
Changes in the fair value of contingent earn-out obligations | (14,186) | (228) | (13,618) | (228) |
Restructuring charge | 962 | 0 | 4,526 | 1,001 |
Total operating costs and expenses | 50,686 | 66,516 | 196,710 | 199,615 |
Operating income | 18,898 | 22,810 | 26,850 | 56,016 |
Interest expense, net | (1,964) | (1,462) | (5,698) | (4,437) |
Non-operating (expense) income, net | (777) | 216 | (1,152) | (407) |
Income before taxes | 16,157 | 21,564 | 20,000 | 51,172 |
Provision for taxes | 5,453 | 3,941 | 9,750 | 7,784 |
Net income | $ 10,704 | $ 17,623 | $ 10,250 | $ 43,388 |
Earnings per share: | ||||
Basic (in dollars per share) | $ 0.16 | $ 0.26 | $ 0.16 | $ 0.65 |
Diluted (in dollars per share) | $ 0.16 | $ 0.26 | $ 0.15 | $ 0.64 |
Weighted average number of shares used in computing earnings per share: | ||||
Basic (in shares) | 65,117 | 67,162 | 65,920 | 67,223 |
Diluted (in shares) | 65,217 | 67,654 | 66,251 | 67,791 |
Condensed Consolidated Stateme3
Condensed Consolidated Statements Of Comprehensive Income - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Oct. 25, 2015 | Oct. 26, 2014 | Oct. 25, 2015 | Oct. 26, 2014 | |
Net income | $ 10,704 | $ 17,623 | $ 10,250 | $ 43,388 |
Other comprehensive income (loss), before tax: | ||||
Change in unrealized holding income on available-for-sale investments | 0 | 0 | 0 | (1) |
Change in unrealized loss on interest rate cap | 0 | (90) | (33) | (251) |
Reclassification to interest expense | 203 | 71 | 471 | 151 |
Other comprehensive income (loss), before tax | 203 | (19) | 438 | (101) |
Provision for taxes related to items of other comprehensive loss | (74) | (26) | (172) | (14) |
Other comprehensive income (loss), net of tax | 129 | (45) | 266 | (115) |
Total comprehensive income | $ 10,833 | $ 17,578 | $ 10,516 | $ 43,273 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Oct. 25, 2015 | Jan. 25, 2015 |
Current assets: | ||
Cash and cash equivalents | $ 192,359 | $ 230,328 |
Accounts receivable, less allowances of $5,554 at October, 25 2015 and $3,523 at January 25, 2015 | 54,909 | 69,301 |
Inventories | 71,550 | 73,668 |
Deferred tax assets | 2,486 | 2,478 |
Prepaid taxes | 3,451 | 1,544 |
Other current assets | 15,033 | 19,369 |
Total current assets | 339,788 | 396,688 |
Non-current assets: | ||
Property, plant and equipment, net of accumulated depreciation of $137,962 at October 25, 2015 and $120,588 at January 25, 2015 | 105,200 | 115,471 |
Deferred tax assets | 0 | 106 |
Goodwill | 329,703 | 280,319 |
Other intangible assets, net | 94,845 | 101,600 |
Other assets | 31,506 | 35,247 |
TOTAL ASSETS | 901,042 | 929,431 |
Current liabilities: | ||
Accounts payable | 31,114 | 32,448 |
Accrued liabilities | 37,406 | 49,754 |
Deferred revenue | 6,881 | 5,848 |
Current portion - long-term debt | 18,560 | 18,547 |
Other current liabilities | 500 | 0 |
Deferred tax liabilities | 1,444 | 1,444 |
Total current liabilities | 95,905 | 108,041 |
Non-current liabilities: | ||
Deferred tax liabilities | 7,324 | 2,477 |
Long term debt, less current portion | 243,822 | 234,746 |
Other long-term liabilities | 35,147 | 32,809 |
Stockholders’ equity: | ||
Common stock, $0.01 par value, 250,000,000 shares authorized, 78,136,144 issued and 64,853,598 outstanding on October 25, 2015 and 78,136,144 issued and 66,812,919 outstanding on January 25, 2015 | 785 | 785 |
Treasury stock, at cost, 13,282,546 shares as of October 25, 2015 and 11,323,225 shares as of January 25, 2015 | (268,566) | (222,969) |
Additional paid-in capital | 374,162 | 371,596 |
Retained earnings | 412,033 | 401,783 |
Accumulated other comprehensive income | 430 | 163 |
Total stockholders’ equity | 518,844 | 551,358 |
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | $ 901,042 | $ 929,431 |
Condensed Consolidated Balance5
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Oct. 25, 2015 | Jan. 25, 2015 |
Statement of Financial Position [Abstract] | ||
Allowance for doubtful accounts, receivables | $ 5,554 | $ 3,523 |
Accumulated depreciation | $ 137,962 | $ 120,588 |
Common stock, par value | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 250,000,000 | 250,000,000 |
Common stock, shares issued | 78,136,144 | 78,136,144 |
Common stock, shares outstanding | 64,853,598 | 66,812,919 |
Treasury stock, shares | 13,282,546 | 11,323,225 |
Condensed Consolidated Stateme6
Condensed Consolidated Statements Of Cash Flows - USD ($) $ in Thousands | 9 Months Ended | |
Oct. 25, 2015 | Oct. 26, 2014 | |
Cash flows from operating activities: | ||
Net income | $ 10,250 | $ 43,388 |
Adjustments to reconcile net income to net cash provided by operating activities, net of effects of acquisitions: | ||
Depreciation, amortization and impairments | 36,534 | 36,247 |
Accretion of deferred financing costs and debt discount | 1,054 | 789 |
Deferred income taxes | 4,366 | 6,519 |
Stock-based compensation | 13,398 | 21,056 |
Earn-out liabilities | (13,618) | (228) |
Environmental reserve | 2,855 | (58) |
Loss on disposition of property, plant and equipment | 23 | 0 |
Changes in assets and liabilities: | ||
Accounts receivable, net | 14,577 | (11,990) |
Inventories | 2,694 | (44) |
Prepaid expenses and other assets | 5,975 | (1,804) |
Accounts payable | 677 | (94) |
Accrued liabilities | (15,631) | 755 |
Deferred revenue | 1,033 | 592 |
Income taxes payable and prepaid taxes | 2,086 | (2,095) |
Other liabilities | 1,343 | 1,496 |
Net cash provided by operating activities | 67,616 | 94,529 |
Cash flows from investing activities: | ||
Proceeds from sales and maturities of available-for-sale investments | 0 | 3,124 |
Proceeds from sales of property, plant and equipment | 0 | 71 |
Purchase of property, plant and equipment | (10,705) | (25,459) |
Purchase of intangible assets | 0 | (1,000) |
Acquisitions, net of cash acquired | (44,432) | 0 |
Purchases of other investments | (5,230) | (3,648) |
Proceeds from sale of equity investments | 5,261 | 0 |
Net cash used in investing activities | (55,106) | (26,912) |
Cash flows from financing activities: | ||
Borrowings under line of credit | 35,000 | 0 |
Payment for employee stock-based compensation payroll taxes | (6,070) | (6,309) |
Proceeds from exercises of stock options | 3,965 | 7,952 |
Repurchase of outstanding common stock | (57,311) | (40,906) |
Payment of long term debt | (26,063) | (39,062) |
Net cash used in financing activities | (50,479) | (78,325) |
Net decrease in cash and cash equivalents | (37,969) | (10,708) |
Cash and cash equivalents at beginning of period | 230,328 | 243,194 |
Cash and cash equivalents at end of period | $ 192,359 | $ 232,486 |
Organization and Basis of Prese
Organization and Basis of Presentation | 9 Months Ended |
Oct. 25, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Basis of Presentation | Organization and Basis of Presentation Nature of Business The Company is a global supplier of analog and mixed-signal semiconductor products. The end-customers for the Company’s products are primarily original equipment manufacturers (“OEM’s”) that produce and sell electronics. The Company designs, develops and markets a wide range of products for commercial applications, the majority of which are sold into the enterprise computing, communications, high-end consumer and industrial end-markets. Enterprise Computing: datacenters, passive optical networks, desktops, notebooks, servers, graphic boards, monitors, printers and other computer peripherals. Communications: base stations, optical networks, carrier networks, switches and routers, cable modems, wireless LAN and other communication infrastructure equipment. High-End Consumer: handheld products, smartphones, set-top boxes, digital televisions, tablets, digital video recorders and other consumer equipment. Industrial: video broadcast equipment, automated meter reading, alternative energy, wireless power, Internet of Things (“IoT”), smart grid, military and aerospace, medical, security systems, automotive, industrial and home automation, video security and surveillance and other industrial equipment. Fiscal Year The Company reports results on the basis of 52 and 53 week periods and ends its fiscal year on the last Sunday in January. The other quarters generally end on the last Sunday of April, July and October. All quarters consist of 13 weeks except for one 14 -week period in 53 -week years. The third quarter of fiscal years 2016 and 2015 each consisted of 13 weeks. Principles of Consolidation The accompanying interim condensed consolidated financial statements have been prepared by the Company, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). In the opinion of the Company, these unaudited statements contain all adjustments (consisting of normal recurring adjustments) necessary to present fairly, in all material respects, the financial position of the Company for the interim periods presented. All significant intercompany balances have been eliminated. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) have been condensed or omitted pursuant to such rules and regulations, and the Company believes that the included disclosures are adequate to make the information presented not misleading. The Company evaluated all subsequent events through the date these interim condensed consolidated financial statements were issued. In January 2015, the Company completed the acquisition of EnVerv, Inc. (“EnVerv”). In March 2015, the Company completed the acquisition of Triune Systems, L.L.C. (“Triune”). These interim condensed consolidated financial statements include the results of operations of EnVerv and Triune commencing as of their acquisition dates. These interim condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and the notes thereto included in the Company’s Annual Report on Form 10-K for the year ended January 25, 2015 . The results reported in these interim 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. Segment Information In the first quarter of fiscal year 2016, the Company completed a reassessment of its operations in light of its recent strategic business decisions. Based on this reassessment, the Company has identified five operating segments in total. Four of the operating segments aggregate into one reportable segment, the Semiconductor Products Group. The remaining operating segment, the Systems Innovation Group (shown as “All others”), could not be aggregated with the other operating segments and did not meet the criteria for a separate reportable segment as defined by the guidance regarding segment disclosure. The Company’s Chief Executive Officer (“CEO”) has been identified as the Chief Operating Decision Maker (“CODM”) as defined by the segment disclosure guidance (see Note 14 for further discussion) and now receives discrete financial information pertaining to the Systems Innovation Group. As a result, the financial activity associated with the Systems Innovation Group is being reported separately from the Company’s reportable segment. This separate reporting is included in the “All others” category. 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 as of the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Recent Accounting Pronouncements In November 2015, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2015-17, Income Taxes (Topic 740): Balance Sheet Classification of Deferred Taxes, which eliminates the current requirement for companies to present deferred tax liabilities and assets as current and non-current in a classified balance sheet. Instead, companies will be required to classify all deferred tax assets and liabilities as non-current. The amendments are effective for financial statements issued for annual periods beginning after December 15, 2016, and interim periods within those annual periods. Earlier application is permitted. The Company is evaluating the effect of adopting this pronouncement, but the adoption is not expected to have a material impact on the Company’s consolidated financial statements. In April 2014, the FASB issued ASU No. 2014-08, Presentation of Financial Statements (Topic 205) and Property, Plant, and Equipment (Topic 360): Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity. ASU 2014-08 changes the requirements for reporting discontinued operations in FASB Accounting Standards Codification (“ASC”) Subtopic 205-20, such that a disposal of a component of an entity or a group of components of an entity is required to be reported in discontinued operations if the disposal represents a strategic shift that has (or will have) a major effect on an entity’s operations and financial results. ASU 2014-08 requires an entity to present, for each comparative period, the assets and liabilities of a disposal group that includes a discontinued operation separately in the asset and liability sections, respectively, of the statement of financial position, as well as additional disclosures about discontinued operations. Additionally, ASU 2014-08 requires disclosures about a disposal of an individually significant component of an entity that does not qualify for discontinued operations presentation in the financial statements and expands the disclosures about an entity’s significant continuing involvement with a discontinued operation. The Company adopted the provisions of this new accounting standard at the beginning of fiscal year 2016, and has assessed the impact on its consolidated financial statements to be immaterial. In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606), which requires an entity to recognize revenue from the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The guidance addresses, in particular, contracts with more than one performance obligation, as well as the accounting for some costs to obtain or fulfill a contract with a customer, and provides for additional disclosures with respect to revenues and cash flows arising from contracts with customers. Public entities are required to apply the amendments on either a full- or modified-retrospective basis for annual periods beginning after December 15, 2017 and for interim periods within those annual periods. This update will be effective for the Company beginning in the first quarter of fiscal year 2018. Early adoption is not permitted. The Company is currently assessing the basis of adoption and evaluating the impact of the adoption of the update on its consolidated financial statements. In April 2015, the FASB issued ASU 2015-03, Simplifying the Presentation of Debt Issuance Costs. The new standard intends to simplify the presentation of debt issuance costs to be presented in the balance sheet as a direct deduction from the carrying value of the associated debt liability. The new guidance is effective for annual reporting periods beginning after December 15, 2015, including interim reporting periods within that reporting period and early application is permitted. The Company plans to adopt the provisions of this new accounting standard at the beginning of fiscal year 2017. The adoption of this standard is not expected to have a significant impact on the Company’s consolidated financial statements. |
Acquisitions
Acquisitions | 9 Months Ended |
Oct. 25, 2015 | |
Acquisitions [Abstract] | |
Business Combination Disclosure | Acquisitions Triune Systems, L.L.C On March 4, 2015 the Company acquired Triune Systems, L.L.C. , a privately-held supplier of isolated switching, wireless charging and power management platforms targeted at, among other things, high and low power, high efficiency applications. Under the terms of the purchase agreement the Company acquired all of the outstanding equity interest in Triune for a guaranteed minimum purchase price of $45.0 million consisting of $35.0 million in cash paid at closing, with an additional cash consideration of $10.0 million , of which $9.5 million was paid in September 2015. The remaining $0.5 million is expected to be paid in the first quarter of fiscal year 2017. Subject to achieving certain future financial goals (“Triune Earn-out”), up to $70.0 million of contingent consideration will be paid over three years if certain revenue targets are achieved in each of the fiscal years 2016 through 2018. An additional payment of up to $16.0 million will be paid after fiscal year 2018 if certain cumulative revenue and operating income targets are achieved. In March 2015, the Company borrowed $35.0 million under its revolving line of credit in connection with this acquisition (see Note 10 for discussion regarding Credit Facilities). The Triune Systems L.L.C. business meets the definition of a business and is accounted for under the acquisition method of accounting in accordance with the FASB’s ASC Topic 805, Business Combinations. The purchase price allocation for the Triune acquisition was finalized in the second quarter of fiscal year 2016. Total acquisition consideration has been allocated to the acquired tangible and intangible assets and assumed liabilities of Triune based on their respective estimated fair values as of the acquisition date. Acquisition-related transaction costs are not included as a component of consideration transferred, but are accounted for as an expense in the period in which the costs are incurred. Any excess of the acquisition consideration over the fair value of the assets acquired and liabilities assumed has been allocated to goodwill. The goodwill resulted from expected synergies from the transaction, including complementary products that will enhance the Company’s overall product portfolio, and opportunities within new markets. Of the total acquisition consideration, $10.0 million has been allocated to core technologies, $2.0 million to customer relationships and $49.4 million to goodwill. The remaining balance was allocated to identifiable tangible assets and assumed liabilities. The Company expects that all such goodwill will be deductible for tax purposes. Net revenues and earnings attributable to Triune since the acquisition date were not material. Pro forma results of operations have not been presented as Triune’s annual operating results are not material to the Company’s consolidated financial results. EnVerv, Inc. On January 13, 2015 , the Company paid $4.9 million to acquire select assets from EnVerv , Inc., a privately-held supplier of power line communications (“PLC”) and Smart Grid solutions targeted at advanced metering infrastructure, home energy management systems and IoT applications. The Company has concluded that the acquired assets constituted a business and accordingly accounted for this transaction as a business combination. The purchase price allocation for the EnVerv acquisition was finalized in the first quarter of fiscal year 2016. Total acquisition consideration has been allocated to the acquired tangible and intangible assets and assumed liabilities based on their respective estimated fair values as of the acquisition date. The excess of the acquisition consideration over the fair value of assets acquired and liabilities assumed has been allocated to goodwill. As of October 25, 2015 , $1.4 million of the total acquisition consideration has been allocated to core technologies and $3.4 million has been allocated to goodwill. The remaining balance has been allocated to acquired tangible assets and assumed liabilities. The Company expects that all such goodwill will be deductible for tax purposes. Net revenues and earnings attributable to EnVerv since the acquisition date were not material. Pro forma results of operations have not been presented as EnVerv’s annual operating results are not material to the Company’s consolidated financial statements. |
Earnings Per Share
Earnings Per Share | 9 Months Ended |
Oct. 25, 2015 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | Earnings per Share The computation of basic and diluted earnings per common share is as follows: Three Months Ended Nine Months Ended (in thousands, except per share amounts) October 25, 2015 October 26, 2014 October 25, 2015 October 26, 2014 Net income $ 10,704 $ 17,623 $ 10,250 $ 43,388 Weighted average common shares outstanding - basic 65,117 $ 67,162 $ 65,920 $ 67,223 Dilutive effect of options and restricted stock units 100 492 331 568 Weighted average common shares outstanding - diluted 65,217 $ 67,654 $ 66,251 $ 67,791 Basic earnings per common share $ 0.16 $ 0.26 $ 0.16 $ 0.65 Diluted earnings per common share $ 0.16 $ 0.26 $ 0.15 $ 0.64 Anti-dilutive shares not included in the above calculations 3,728 1,951 2,392 1,710 Basic earnings per common share is computed by dividing net income available to common stockholders by the weighted-average number of shares of common stock outstanding during the reporting period. Diluted earnings per common share incorporate the incremental shares issuable, calculated using the treasury stock method, upon the assumed exercise of stock options and the vesting of restricted stock. |
Revenue Recognition
Revenue Recognition | 9 Months Ended |
Oct. 25, 2015 | |
Revenue Recognition [Abstract] | |
Revenue Recognition | Revenue Recognition The Company recognizes product revenue when persuasive evidence of an arrangement exists, delivery has occurred, the fee is fixed or determinable and collectability is reasonably assured. Recovery of costs associated with product design and engineering services are recognized during the period in which services are performed. The product design and engineering recovery, when recognized, will be reported as a reduction to product development and engineering expense. Historically, these recoveries have not exceeded the cost of the related development efforts. The Company includes revenue related to granted technology licenses in “Net sales” within the condensed consolidated statements of operations. Historically, revenue from these arrangements has not been significant though it is part of the Company’s recurring ordinary business. The Company defers revenue recognition on shipment of products to certain customers, principally distributors, under agreements which provide for limited pricing credits or return privileges, until these products are sold through to end-users or the return privileges lapse. For sales subject to certain pricing credits or return privileges, the amount of future pricing credits or inventory returns cannot be reasonably estimated given the relatively long period in which a particular product may be held by the customer. Therefore, the Company has concluded that sales to customers under these arrangements are not fixed and determinable at the date of the sale and revenue recognition has been deferred. The Company estimates the deferred gross margin on these sales by applying an average gross profit margin to the actual gross sales. The average gross profit margin is calculated for each category of material using standard costs which is expected to approximate actual costs at the date of sale. The estimated deferred gross margins on these sales, where there are no outstanding receivables, are included in “Deferred revenue” within the condensed consolidated balance sheets. The Company records a provision for estimated sales returns and rebates in the same period as the related revenues are recorded. The Company bases these estimates on historical sales returns, rebates and other known factors. Actual returns could be different from Company estimates and current provisions for sales returns and allowances, resulting in future charges to earnings. The Company reviews material subject to return for impairment for purposes of computing deferred cost of sales. There were no significant impairments of deferred cost of sales in the third quarter or first nine months of fiscal year 2016 or fiscal year 2015 . |
Stock-Based Compensation
Stock-Based Compensation | 9 Months Ended |
Oct. 25, 2015 | |
Share-based Compensation [Abstract] | |
Stock-Based Compensation | Stock-Based Compensation Financial Statement Effects and Presentation . The following table summarizes pre-tax, stock-based compensation expense included in the unaudited condensed consolidated statements of operations captions for the periods presented. Three Months Ended Nine Months Ended (in thousands) October 25, 2015 October 26, 2014 October 25, 2015 October 26, 2014 Cost of sales $ 197 $ 391 $ 1,071 $ 1,109 Selling, general and administrative 2,933 4,620 6,006 12,132 Product development and engineering 1,987 2,924 6,320 7,815 Stock-based compensation $ 5,117 $ 7,935 $ 13,397 $ 21,056 Net change in stock-based compensation capitalized into inventory $ (233 ) $ 121 $ 45 $ 148 Stock-based Payment Arrangements The Company has various equity award plans that provide for granting stock-based awards to employees and non-employee directors of the Company. The plans provide for the granting of several available forms of stock-based compensation. As of October 25, 2015 , the Company has granted stock options, restricted stock and restricted stock units under the plans and has also issued some stock-based compensation outside of the plans, including stock options, restricted stock and restricted stock units issued as inducements to join the Company. Grant Date Fair Values and Underlying Assumptions: Contractual Terms The Company uses the Black-Scholes pricing model to value stock options. The estimated fair value of restricted stock units, for which vesting is not linked to a market condition, is calculated based on the market price of the Company’s common stock on the date of grant. For restricted stock units that vest according to a market condition, the Company uses a Monte Carlo simulation model to value the award. Some of the restricted stock units granted in the first nine months of fiscal year 2016 and prior years are classified as liabilities rather than equity. For grants classified as equity, stock-based compensation cost is measured at the grant date, based on the fair value of the award, and is recognized as an expense over the grantee’s requisite service period. For grants classified as liabilities, stock-based compensation cost is measured at fair value at the end of each reporting period until the date of settlement, and is recognized as an expense over the grantee’s requisite service period. Expected volatilities are based on historical volatility using daily and monthly stock price observations. The following table summarizes the assumptions used in the Black-Scholes model to determine the fair value of stock options granted in the three and nine months ended October 25, 2015 and October 26, 2014 , respectively: Three Months Ended Nine Months Ended October 25, 2015 October 26, 2014 October 25, 2015 October 26, 2014 Expected lives, in years 4.2 4.3 4.2 - 4.3 3.0 - 4.4 Estimated volatility 32% 33% 29% - 32% 33% - 34% Dividend yield — — — — Risk-free interest rate 1.3% 1.3% 1.24% - 1.29% 0.74% - 1.43% Weighted average fair value on grant date $4.80 $6.72 $6.09 $7.09 Stock Option Awards . The Company has historically granted stock options to both employees and non-employee directors. The fair value of these grants was measured on the grant date and is being recognized as an expense over the requisite vesting period (typically 3 - 4 years). The following table summarizes the activity for stock options for the nine months ended October 25, 2015 : (in thousands, except for per share amounts) Number of Shares Weighted Average Exercise Price (per share) Aggregate Intrinsic Value Aggregate Unrecognized Compensation Number of Shares Exercisable Weighted Average Contractual Term (in years) Balance at January 25, 2015 1,763 $ 23.70 $ 7,722 $ 4,688 986 Options granted 359 22.79 Options exercised (252 ) 15.97 1,640 Options cancelled/forfeited (209 ) 23.98 Balance at October 25, 2015 1,661 $ 24.64 $ 391 $ 4,418 872 Exercisable at October 25, 2015 872 $ 24.28 $ 286 2.5 Performance-Based Units . The Company grants performance-based restricted stock units to select employees. These awards have a performance condition in addition to a service condition. The performance metrics are determined based on a pre-defined cumulative three-year performance of the Company’s revenue and operating income measured against internal goals. The performance award which is granted in any fiscal year will be tied to the Company’s performance of that fiscal year and the succeeding two fiscal years. The performance award recipients must be employed for the entire three -year period, which is the explicit service and requisite service period, and be an active employee at the time of vesting of the awards (cliff vesting at the end of the third year). Under the terms of these awards, assuming the highest performance level of 200% with no cancellations due to forfeitures, the maximum number of shares that can be earned would be 525,032 shares and an additional 525,032 shares would be settled in cash. The Company would have a liability accrued under “Other liabilities” within the condensed consolidated balance sheet equal to the value of 525,032 shares on the settlement date, which would be settled in cash. Only cash performance-based restricted stock unit awards are classified as liabilities and the value of these awards is re-measured at each reporting date. At October 25, 2015 , the performance metrics associated with the outstanding awards issued in fiscal years 2016 , 2015 and 2014 are expected to be met at a level which would result in a grant at 58% , 0% , and 0% of target, respectively. In the first quarter of fiscal year 2016 the Company granted performance-based vesting restricted stock units to select employees as part of the EnVerv acquisition. These awards have a performance condition in addition to a service condition. The performance metrics are determined based on a pre-defined revenue target. In addition to the performance vesting condition, these awards have a requisite four year vesting term (which is also the requisite vesting period) whereby 25% will vest, subject to attainment of the performance condition, on each anniversary of the grant date. Under the terms of these awards, assuming the highest performance level of 100% with no cancellations due to forfeitures, the maximum number of shares that can be earned would be 36,000 . At October 25, 2015 , the performance metrics associated with the outstanding awards issued in fiscal year 2016 are not expected to be met which would result in none of the shares being issued. The performance-based restricted stock units are valued as of the measurement date and expense is recognized on a straight line basis for the awards expected to vest based on the probability of attainment of the performance condition for each separately vesting portion of the award. The following table summarizes the activity for performance-based restricted stock units for the nine months ended October 25, 2015 : Subject to Share Settlement Subject to Cash Settlement Weighted Average Grant Date Fair Value (per unit) Aggregate Unrecognized Compensation Weighted Average Period Over Which Expected to be Recognized (in years) (in thousands, except for per unit amounts) Total Units Units Units Recorded Liability Balance at January 25, 2015 426 211 215 $ 1,891 $ 27.17 $ 6,164 1.6 Performance-based units granted 235 145 90 28.60 Performance-based units vested — — — — Performance-based units cancelled/forfeited (101 ) (59 ) (42 ) 27.75 Change in liability (1,717 ) Balance at October 25, 2015 560 297 263 $ 174 $ 27.67 $ 2,320 1.4 Changes in the liability associated with performance-based restricted stock units, which is recorded in “Other long-term liabilities” within the condensed consolidated balance sheets, is due to changes in proportionate vesting and estimated forfeitures, re-measurement adjustments related to changes in market value and changes in the expected performance results. Market Performance Restricted Stock Units. On February 26, 2014, the Company granted its CEO restricted stock units with a market performance condition. The award is eligible to vest during the period commencing February 26, 2014 and ending February 26, 2019 (the “Performance Period”) as follows: 30% of the restricted stock units covered by the award will vest if, during any consecutive 120 calendar day period that commences and ends during the Performance Period, the average per-share closing price of the Company’s common stock equals or exceeds $35.00 (“Tranche 1”) and the award will vest in full if, during any consecutive 120 calendar day period that commences and ends during the Performance Period, the average per-share closing price of the Company’s common stock equals or exceeds $40.00 (“Tranche 2”). The award will also vest if a majority change in control of the Company occurs during the Performance Period and, in connection with such event, the Company’s stockholders become entitled to receive per-share consideration having a value equal to or greater than $40.00 . The fair value of the awards was determined to be $17.26 and $14.88 for Tranche 1 and Tranche 2, respectively, on the grant date by application of the Monte Carlo simulation model. The following table summarizes the activity for market performance restricted stock units for the nine months ended October 25, 2015 : Weighted Average Grant Date Fair Value (per unit) Aggregate Unrecognized Compensation Period Over Which Expected to be Recognized (in years) (in thousands, except for per unit amounts) Total Units Balance at January 25, 2015 220 $ 15.59 $ — 1.2 Market performance units granted — — Market performance units vested — — Market performance units cancelled/forfeited — — Balance at October 25, 2015 220 $ 15.59 $ 442 0.5 Restricted Stock Units, Employees . The Company grants restricted stock units to employees which are expected to be settled with stock. The grant date for these awards is equal to the measurement date. These awards are valued as of the measurement date and recognized as an expense over the requisite vesting period (typically 4 years). The following table summarizes the employees’ restricted stock unit activity for the nine months ended October 25, 2015 : (in thousands, except for per unit amounts) Number of Units Weighted Average Grant Date Fair Value (per unit) Aggregate Intrinsic Value (1) Aggregate Unrecognized Compensation Weighted Average Period Over Which Expected to be Recognized (in years) Balance at January 25, 2015 2,138 $ 26.43 $ 44,506 2.4 Restricted stock units granted 952 21.02 Restricted stock units vested (674 ) 26.23 $ 15,051 Restricted stock units forfeited (344 ) 25.82 Balance at October 25, 2015 2,072 $ 24.11 $ 40,678 2.6 (1) Reflects the value of Semtech Corporation stock on the date that the restricted stock unit vested. Restricted Stock Units, Cash Settled, 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. In June 2015, the Company changed its director compensation program so that a portion of the stock units granted under the program would be settled in cash and a portion would be settled in stock. Restricted stock units awarded under the program are scheduled to vest on the earlier of (i) one year after the grant date or (ii) the day immediately preceding the annual meeting of shareholders in the year 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 the board of directors. The portion of a restricted stock unit award under the program that is to be settled in stock will, subject to vesting, be settled promptly following vesting. There were no changes to the terms and conditions of the existing awards. The restricted stock units that are to be settled in cash are accounted for as liabilities. Because these awards are not typically settled until a non-employee director’s separation from service, the value of these awards is re-measured at the end of each reporting period until settlement. The following table summarizes the non-employee directors’ activity for restricted stock units settled in cash for the nine months ended October 25, 2015 : (in thousands, except for per unit amounts) Number of Units Recorded Liability Weighted Average Grant Date Fair Value (per unit) Aggregate Unrecognized Compensation Period Over Which Expected to be Recognized (in years) Balance at January 25, 2015 24 $ 5,214 $ 26.59 $ 275 0.4 Restricted stock units granted 28 19.70 Restricted stock units vested (24 ) 26.59 Restricted stock units forfeited — — Change in liability (1,939 ) Balance at October 25, 2015 28 $ 3,275 $ 19.70 $ 336 0.6 As of October 25, 2015 , the total number of vested but unsettled restricted stock units for non-employee directors is 175,132 units. As of October 25, 2015 , $1.9 million of the liability associated with these awards is included in “Other long-term liabilities” within the condensed consolidated balance sheet. Restricted Stock Units, Stock Settled, Non-Employee Directors . As a result of the June 2015 changes to the Company’s director compensation program, beginning in July 2015, the Company began granting restricted stock units to non-employee Directors which are expected to be settled with stock at the time of vesting. The grant date for these awards is equal to the measurement date. These awards are valued as of the measurement date and recognized as an expense over the requisite vesting period (typically one year). The following table summarizes the non-employee directors’ activity for restricted stock units settled with stock for the nine months ended October 25, 2015 : (in thousands, except for per unit amounts) Number of Units Weighted Average Grant Date Fair Value (per unit) Aggregate Intrinsic Value (1) Aggregate Unrecognized Compensation Period Over Which Expected to be Recognized (in years) Balance at January 25, 2015 — $ — $ — 0.0 Restricted stock units granted 24 19.70 Restricted stock units vested — — Restricted stock units forfeited — Balance at October 25, 2015 24 $ 19.70 $ 320 0.6 (1) There was no vesting during the reported period. This value would typically represent the value of Semtech Corporation stock on the date that the restricted stock unit vested. |
Investments
Investments | 9 Months Ended |
Oct. 25, 2015 | |
Investments [Abstract] | |
Investments | Investments Investments that have original maturities of three months or less are accounted for as cash equivalents. This includes money market funds, time deposits and United States (“U.S.”) government obligations. Temporary and long-term investments consist of government, bank and corporate obligations, with original maturity dates in excess of three months. Temporary investments have original maturities in excess of three months, but mature within twelve months of the balance sheet date. Long-term investments have original maturities in excess of twelve months. The Company determines the cost of securities sold based on the specific identification method. Realized gains or losses are reported in “Non-operating expense, net” within the condensed consolidated statements of operations. The Company classifies its investments as “available-for-sale” because it may sell some securities prior to maturity. The Company’s investments are subject to market risk, primarily interest rate and credit risks. The Company’s investments are managed by a limited number of outside professional managers that operate within investment guidelines set by the Company. These guidelines include specified permissible investments, minimum credit quality ratings and maximum average duration restrictions and are intended to limit market risk by restricting the Company’s investments to high quality debt instruments with relatively short-term maturities. The following table summarizes the Company’s investments: October 25, 2015 January 25, 2015 (in thousands) Market Value Adjusted Cost Gross Unrealized Gain Market Value Adjusted Cost Gross Unrealized Gain Cash equivalents $ 16,860 $ 16,860 $ — $ 23,271 $ 23,271 $ — Total investments $ 16,860 $ 16,860 $ — $ 23,271 $ 23,271 $ — The following table summarizes the maturities of the Company’s investments: October 25, 2015 January 25, 2015 (in thousands) Market Value Adjusted Cost Market Value Adjusted Cost Within 1 year $ 16,860 $ 16,860 $ 23,271 $ 23,271 After 1 year through 5 years — — — — Total investments $ 16,860 $ 16,860 $ 23,271 $ 23,271 Unrealized gains and losses are the result of fluctuations in the market value of the Company’s available-for-sale investments and are included in “Accumulated other comprehensive income” within the condensed consolidated balance sheets. The following table summarizes net unrealized gains arising in the periods presented in addition to the tax associated with these comprehensive income items: Three Months Ended Nine Months Ended (in thousands) October 25, 2015 October 26, 2014 October 25, 2015 October 26, 2014 Unrealized gain, net of tax $ 129 $ — $ 266 $ — Increase to deferred tax liability 74 — 172 — The following table summarizes interest income generated from investments and cash and cash equivalents: Three Months Ended Nine Months Ended (in thousands) October 25, 2015 October 26, 2014 October 25, 2015 October 26, 2014 Interest income $ 1,195 $ 13 $ 9,431 $ 33 The Company accounts for its equity investments under the cost method of accounting when it does not have the ability to exercise significant influence over the investees. For investments where the Company has the ability to exercise significant influence, it uses the equity method of accounting. In the first quarter of fiscal year 2016, the Company acquired an equity stake in Idosens S.A.S. (“Idosens”), which is accounted for as an equity method investment. The equity stake in Idosens is not material to the Company’s financial position. |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Oct. 25, 2015 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Fair Value Measurements Instruments Measured at Fair Value on a Recurring Basis Financial assets and liabilities measured and recorded at fair value on a recurring basis consisted of the following types of instruments: Fair Value as of October 25, 2015 Fair Value as of January 25, 2015 (in thousands) Total (Level 1) (Level 2) (Level 3) Total (Level 1) (Level 2) (Level 3) Financial Assets: Cash equivalents $ 16,860 $ 16,860 $ — $ — $ 23,271 $ 23,271 $ — $ — Total available-for-sale securities 16,860 16,860 — — 23,271 23,271 — — Interest rate cap — — — — 33 — 33 — Total financial assets $ 16,860 $ 16,860 $ — $ — $ 23,304 $ 23,271 $ 33 $ — Financial liabilities: Triune Earn-Out $ 2,744 $ — $ — $ 2,744 $ — $ — $ — $ — Cycleo Earn-Out 1,457 — — 1,457 1,619 — — 1,619 Total financial liabilities $ 4,201 $ — $ — $ 4,201 $ 1,619 $ — $ — $ 1,619 Available-for-sale securities included in Level 2 are valued utilizing inputs obtained from an independent service (the “Service”), which uses quoted market prices for identical or comparable instruments rather than direct observations of quoted prices in active markets. The Service gathers observable inputs for all of our fixed income securities from a variety of industry data providers, for example, large custodial institutions and other third-party sources. Once the observable inputs are gathered by the Service, all data points are considered and an average price is determined. The Service’s providers utilize a variety of inputs to determine their quoted prices. The Company reviews and evaluates the values provided by the Service and agrees with the valuation methods and assumptions used in determining the fair value of investments. The Company believes this method provides a reasonable estimate for fair value. The fair value of the interest rate cap at October 25, 2015 and January 25, 2015 is estimated using Level 2 inputs, including observable market-based inputs such as interest rate curves and implied volatilities for similar instruments with similar contractual terms, and is included in “Other assets” within the condensed consolidated balance sheets. The Triune Earn-Out liability is valued utilizing estimates of annual revenue and operating income (Level 3 inputs) during a period of approximately 3 -years ending January 2018. These estimates represent inputs for which market data are not available and are developed using the best information available about the assumptions that market participants would use when pricing the liability. The Cycleo Earn-Out liability is valued utilizing estimates of annual revenue and operating income (Level 3 inputs) during a 5 -year period ending April 2020. These estimates represent inputs for which market data are not available and are developed using the best information available about the assumptions that market participants would use when pricing the liability. The Company measures contingent earn-out liabilities at fair value on a recurring basis using significant unobservable inputs classified within Level 3 of the fair value hierarchy. The Company uses a Monte Carlo valuation method as a valuation technique to determine the value of the earn-out liability. The significant unobservable inputs used in the fair value measurements are revenue projections over the earn-out period, and the probability outcome percentages assigned to each scenario. Significant increases or decreases to either of these inputs in isolation would result in a significantly higher or lower liability, with a higher liability capped by the contractual maximum of the contingent earn-out obligation. Ultimately, the liability will be equivalent to the amount paid, and the difference between the fair value estimate and amount paid will be recorded in earnings. The Company reviews and re-assesses the estimated fair value of contingent consideration on a quarterly basis, and the updated fair value could differ materially from the previous estimates. Changes in the estimated fair value of our contingent earn-out liabilities related to the time component of the present value calculation are reported in interest expense. Adjustments to the estimated fair value related to changes in all other unobservable inputs are reported in operating income. A reconciliation of the change in the earn-out liability during the nine months ended October 25, 2015 is as follows: (in thousands) Cycleo Triune Total Balance at January 25, 2015 $ 1,619 $ — $ 1,619 Additions to earn-out obligations — 16,200 16,200 Changes in the fair value of contingent earn-out obligations (162 ) (13,456 ) (13,618 ) Balance as of October 25, 2015 $ 1,457 $ 2,744 $ 4,201 Financial assets measured and recorded at fair value on a recurring basis were presented on the Company’s condensed consolidated balance sheets as follows: Fair Value as of October 25, 2015 Fair Value as of January 25, 2015 (in thousands) Total (Level 1) (Level 2) (Level 3) Total (Level 1) (Level 2) (Level 3) Financial assets: Cash equivalents $ 16,860 $ 16,860 $ — $ — $ 23,271 $ 23,271 $ — $ — Other assets — — — — 33 — 33 — Total financial assets $ 16,860 $ 16,860 $ — $ — $ 23,304 $ 23,271 $ 33 $ — Financial liabilities: Triune Earn-Out $ 2,744 $ — $ — $ 2,744 $ — $ — $ — $ — Cycleo Earn-Out 1,457 — — 1,457 1,619 — — 1,619 Total financial liabilities $ 4,201 $ — $ — $ 4,201 $ 1,619 $ — $ — $ 1,619 During the nine months ended October 25, 2015 , the Company had no transfers of financial assets or liabilities between Level 1, Level 2 or Level 3. As of October 25, 2015 and January 25, 2015 , the Company had not elected the fair value option for any financial assets and liabilities for which such an election would have been permitted. Instruments Not Recorded at Fair Value on a Recurring Basis Some of the Company’s financial instruments are not measured at fair value on a recurring basis but are recorded at amounts that approximate fair value due to their liquid or short-term nature. Such financial assets and financial liabilities include cash and cash equivalents, net receivables, certain other assets, accounts payable, accrued expenses, accrued personnel costs, and other current liabilities. The Company’s long-term debt is not recorded at fair value on a recurring basis, but is measured at fair value for disclosure purposes. The fair value of the Company’s Term Loans (as defined in Note 10 ) is $81.8 million and $95.9 million and Revolving Commitments (as defined in Note 10 ) is $181.0 million and $158.0 million at October 25, 2015 and January 25, 2015 , respectively. These are based on Level 2 inputs which are derived from transactions with similar amounts, maturities, credit ratings and payment terms. Assets and Liabilities Recorded at Fair Value on a Non-Recurring Basis The Company reduces the carrying amounts of its goodwill, intangible assets, long-lived assets and non-marketable equity securities to fair value when held for sale or determined to be impaired. For its investment in equity interests, the Company has not identified events or changes in circumstances that may have a significant adverse effect on the fair value of its investments during the first nine months of fiscal year 2016 . |
Inventories
Inventories | 9 Months Ended |
Oct. 25, 2015 | |
Inventory Disclosure [Abstract] | |
Inventories | Inventories Inventories, consisting of material, material overhead, labor, and manufacturing overhead, are stated at the lower of cost (first-in, first-out) or market and consist of the following: (in thousands) October 25, 2015 January 25, 2015 Raw materials $ 2,178 $ 1,624 Work in progress 47,895 36,759 Finished goods 21,477 35,285 Inventories $ 71,550 $ 73,668 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 9 Months Ended |
Oct. 25, 2015 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets | Goodwill and Intangible Assets Goodwill – Changes in the carrying amount of goodwill were as follows: (in thousands) Signal Integrity Power and High Reliability Wireless, Sensing and Timing Total Balance at January 25, 2015 $ 261,891 $ — $ 18,428 $ 280,319 Additions — 49,384 — 49,384 Balance at October 25, 2015 $ 261,891 $ 49,384 $ 18,428 $ 329,703 During the first nine months of fiscal year 2016 goodwill associated with the Power and High Reliability product group increased due to the Company’s acquisition of Triune (see Note 2 ). Goodwill is not amortized, but is tested for impairment using a two-step method on an annual basis and whenever events or changes in circumstances indicate that the carrying value may not be recoverable. The recoverability 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. Goodwill is allocated to three reporting units (Signal Integrity, Power and High Reliability and Wireless, Sensing and Timing) (see Note 14 ). The difference between the fair value and the carrying amount of these reporting units is one of several factors the Company will consider before reaching its conclusion about whether to perform the first step of the goodwill impairment test. Goodwill was tested for impairment as of November 30, 2014, the date of the Company’s annual impairment review, at the reporting unit level for Signal Integrity and Wireless, Sensing and Timing. The Company estimated the fair values using an income approach, as well as other generally accepted valuation methodologies. The cash flows for each reporting unit were based on discrete financial forecasts developed by management for planning purposes. Cash flows beyond the discrete forecasts were estimated using a terminal value calculation, which incorporated historical and forecasted financial trends for each identified reporting unit and considered perpetual earnings growth rates for publicly traded peer companies. Goodwill is measured at fair value on a non-recurring basis. That is, goodwill is not measured at fair value on an ongoing basis, but is subject to fair value adjustments using Level 3 inputs in certain circumstances (e.g., when there is evidence of impairment). At October 25, 2015 , the Company concluded that there were no indicators of such impairment. Purchased Intangibles – The following table sets forth the Company’s finite-lived intangible assets resulting from business acquisitions and technology licenses purchased, which continue to be amortized: October 25, 2015 January 25, 2015 (in thousands) Estimated Useful Life Gross Carrying Amount Accumulated Amortization Net Carrying Amount Gross Carrying Amount Accumulated Amortization Net Carrying Amount Core technologies 2-10 years $ 148,156 $ (68,648 ) $ 79,508 $ 134,155 $ (53,286 ) $ 80,869 Customer relationships 7-10 years 30,030 (14,747 ) 15,283 28,030 (11,480 ) 16,550 Technology licenses (1) 5-10 years 263 (209 ) 54 263 (169 ) 94 Other intangibles assets 1-5 years 6,600 (6,600 ) — 6,600 (6,513 ) 87 Total finite-lived intangible assets $ 185,049 $ (90,204 ) $ 94,845 $ 169,048 $ (71,448 ) $ 97,600 (1) Technology licenses relate to end-license agreements for intellectual property that is used by the Company in research and development activities and also has alternative future uses. Amortization expense related to technology licenses is reported as “Product development and engineering” in the condensed consolidated statements of operations. For the three months ended October 25, 2015 and October 26, 2014 , amortization expense related to acquired finite-lived intangible assets was $6.3 million and $6.4 million , respectively. For the nine months ended October 25, 2015 and October 26, 2014 , amortization expense related to finite-lived intangible assets was $18.6 million and $19.3 million , respectively. Amortization expense related to acquired finite-lived intangible assets is reported as “Intangible amortization” in the condensed consolidated statements of operations. The estimated annual amount of future amortization expense for all finite-lived intangible assets is summarized below: (in thousands) To be recognized in: Core Technologies Customer Relationships Technology Licenses Total Remaining three months of fiscal year 2016 $ 5,304 $ 1,100 $ 12 $ 6,416 Fiscal year 2017 21,213 4,400 42 25,655 Fiscal year 2018 21,213 4,400 — 25,613 Fiscal year 2019 17,801 4,400 — 22,201 Fiscal year 2020 9,970 950 — 10,920 Thereafter 4,007 33 — 4,040 Total expected amortization expense $ 79,508 $ 15,283 $ 54 $ 94,845 At January 25, 2015 , the Company had a total of $4.0 million of indefinite-lived intangible assets consisting of in-process Research and Development (“IPR&D”) from previous acquisitions. During the third quarter of fiscal year 2016, these indefinite-lived intangible assets were transferred into finite-lived intangible assets in Core technologies. As of October 25, 2015, the Company had no intangible assets classified as having an indefinite life. |
Credit Facilities
Credit Facilities | 9 Months Ended |
Oct. 25, 2015 | |
Debt Instruments [Abstract] | |
Credit Facilities | Credit Facilities On May 2, 2013, Semtech Corporation, with each of its domestic subsidiaries as guarantors (the “Guarantors”), entered into a Credit Agreement (the “Credit Agreement”) with the lenders referred to therein (the “Lenders”) and HSBC Bank USA, National Association, as administrative agent and as swing line lender and letter of credit issuer. In accordance with the Credit Agreement, the Lenders provided Semtech Corporation with senior secured first lien credit facilities in an aggregate principal amount of $400.0 million (the “Facilities”) for a five year term, consisting of term loans in an aggregate principal amount of $150.0 million (the “Term Loans”) and revolving line of credit commitments in an aggregate principal amount of $250.0 million (the “Revolving Commitments”). The Revolving Commitments can be used as follows: up to $40.0 million for letters of credit, up to $25.0 million for swing line loans (as defined below), and up to $40.0 million for revolving loans and letters of credit in certain currencies other than U.S. Dollars (“Alternative Currencies”). Swing line loans are Base Rate (as defined below) loans made in immediately available funds denominated in dollars by a swing line lender in its sole and absolute discretion. As of October 25, 2015 , there were no amounts outstanding under the letters of credit, swing line loans, and Alternative Currencies. At May 2, 2013, $326.6 million of borrowings were outstanding under the Facilities consisting of $149.3 million of Term Loans and $177.3 million of Revolving Commitments, net of $1.4 million of debt discounts resulting from amounts paid to the Lenders. The proceeds from the Facilities were used to repay in full the $327.5 million of outstanding obligations under prior credit facilities, which were terminated. The portion of the transaction associated with lenders that were party to both the Facilities and prior credit facilities was accounted for as a debt modification. The Credit Agreement provides that, subject to certain conditions, Semtech may request, at any time and from time to time, the establishment of one or more additional term loan facilities and/or increases to the Revolving Commitments in an aggregate principal amount not to exceed $100.0 million , the proceeds of which may be used for working capital and general corporate purposes; however the Lenders are not required to provide such increase upon Semtech's request. Interest on loans made under the Credit Agreement in U.S. Dollars accrues, at Semtech’s option, at a rate per annum equal to (1) the Base Rate plus a margin ranging from 0.25% to 1.25% depending upon Semtech’s consolidated leverage ratio or (2) London Interbank Offered Rate (“LIBOR”) (determined with respect to deposits in U.S. Dollars) for an interest period to be selected by Semtech plus a margin ranging from 1.25% to 2.25% depending upon Semtech’s consolidated leverage ratio. The “Base Rate” is equal to a fluctuating rate equal to the highest of (a) the prime rate (as published by The Wall Street Journal), (b) ½ of 1% above the federal funds effective rate or (c) one-month LIBOR (determined with respect to deposits in U.S. Dollars) plus 1% . Alternative Currencies, other than Canadian Dollars, accrues at a rate per annum equal to LIBOR (determined with respect to deposits in the applicable Alternative Currency) for an interest period to be selected by Semtech plus a margin ranging from 1.25% to 2.25% depending upon Semtech’s consolidated leverage ratio. Interest on loans in Canadian Dollars accrues at a rate per annum equal to the CDOR Rate (as defined below) for an interest period to be selected by Semtech plus a margin ranging from 1.25% to 2.25% depending upon Semtech’s consolidated leverage ratio. The “CDOR Rate” for any interest period is the rate equal to the sum of: (a) the rate determined by the administrative agent with reference to the arithmetic average of the discount rate quotations of all institutions listed for CAD Dollar-denominated bankers’ acceptances displayed and identified on the “Reuters Screen CDOR Page” and (b) 0.10% per annum. CDOR Commitment fees on the unused portion of the Revolving Commitments accrue at a rate per annum ranging from 0.20% to 0.45% depending upon Semtech’s consolidated leverage ratio. Interest is paid monthly for a Base Rate loan and swing line loan and quarterly for a Euro dollar rate loan. Interest is payable on the revolving line of credit maturity date in the case of Revolving Commitments and the additional term maturity date in the case of additional Term Loans, respectively. As of October 25, 2015 , the interest rates payable on both the Term Loans and the Revolving Commitments was 2.07% . As of October 25, 2015 , there was $81.8 million outstanding under the Term Loans. Under the terms of the Credit Agreement, the Company is required to make $4.7 million in quarterly principal payments on the Term Loans through the second quarter of fiscal year 2018. Beginning in the third quarter of fiscal year 2018, the required quarterly principal payments will increase to $7.5 million . Quarterly principal payments for Term Loans are due beginning on the last day of the Company’s fiscal quarter-end and will continue through April 30, 2018. The principal payments related to the Term Loans are due as follows: $4.7 million remaining in fiscal year 2016; $18.8 million in fiscal year 2017; $24.4 million in fiscal year 2018. The final remaining principal payment is due on the maturity date of May 1, 2018. There are no scheduled principal payments for the Revolving Commitments which had an outstanding balance of $181.0 million at October 25, 2015 and is due on or before May 1, 2018. The Company may, upon notice to the administrative agent, at any time or from time to time voluntarily prepay the Term Loans or Revolving Commitments in whole or in part without premium or penalty. On March 4, 2015 the Company borrowed $35.0 million under the Revolving Commitments in connection with the acquisition of Triune (see Note 2 ). On October 23, 2015, the Company made a voluntary payment of $12.0 million against the Revolving Commitments. All obligations of Semtech Corporation under the Facilities are unconditionally guaranteed by each of the Guarantors and are secured by a first priority security interest in substantially all of the assets of Semtech Corporation and the Guarantors, subject to certain customary exceptions. Semtech Corporation and the Guarantors are subject to customary covenants under the Facilities, including the maintenance of a minimum interest ratio of 3.50 :1.00 and a maximum total consolidated leverage ratio of 3.00 :1.00. Semtech Corporation was in compliance with such financial covenants as of October 25, 2015 . The Facilities also contain customary provisions pertaining to events of default. If any event of default occurs, the principal, interest, and any other monetary obligations on all the then outstanding amounts can become due and payable immediately. |
Income Taxes
Income Taxes | 9 Months Ended |
Oct. 25, 2015 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes The Company’s effective tax rate differs from the statutory federal income tax rate of 35% due primarily to regional mix of income and certain undistributed foreign earnings for which no U.S. taxes are provided because such earnings are intended to be indefinitely reinvested outside of the U.S., contingent payments, valuation allowances, and certain discrete items resulting in permanent charges. The Company uses a two-step approach to recognize and measure uncertain tax positions (“UTP”). The first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates that it is more likely than not that the position will be sustained on audit, including resolution of related appeals or litigation processes, if any. The second step is to measure the tax benefit as the largest amount that is more than 50% likely of being realized upon ultimate settlement. A reconciliation of the beginning and ending amount of net unrecognized tax benefits is as follows: (in thousands) Balance at January 25, 2015 $ 7,774 Additions based on tax positions related to the current year 1,343 Reductions for tax positions of prior years, net (439 ) Reductions for settlements with tax authorities (324 ) Balance as of October 25, 2015 $ 8,354 The gross unrecognized tax benefit (before federal impact of state items) was $10.5 million and $9.9 million at October 25, 2015 and January 25, 2015 , respectively. Included in the balance of unrecognized tax benefits at October 25, 2015 and January 25, 2015 , is $8.4 million and $7.8 million of net tax benefit (after federal impact of state items), respectively, that, if recognized, would impact the effective tax rate, subject to the valuation allowance. The liability for UTP is reflected within the consolidated balance sheets as follows: (in thousands) October 25, 2015 January 25, 2015 Deferred tax assets - non-current $ 8,354 $ 7,522 Other long-term liabilities — 252 Total accrued taxes $ 8,354 $ 7,774 The Company’s policy is to include net interest and penalties related to unrecognized tax benefits within the provision for taxes on the consolidated statements of income. The Company had approximately $293,000 of net interest and penalties accrued at October 25, 2015 and January 25, 2015 . Tax years prior to 2011 (the Company’s fiscal year 2012) are generally not subject to examination by the Internal Revenue Service (“IRS”) except for items involving tax attributes that have been carried forward to tax years whose statute of limitations remains open. The Company is currently under IRS audit for fiscal years 2012 and 2013 and expects to close those audits within the next twelve months. The Company’s positions are expected to be sufficient to address matters that may arise under examination. For state returns, the Company is generally not subject to income tax examinations for years prior to 2010 (the Company’s fiscal year 2011). The Company has a significant tax presence in Switzerland for which Swiss tax filings have been examined through fiscal year 2014. The Company is also subject to routine examinations by various foreign tax jurisdictions in which it operates. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Oct. 25, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments And Contingencies | Commitments and Contingencies From time to time in the ordinary course of its business, 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 (“IP”), contract, product liability, employment, and environmental matters. In accordance with accounting standards regarding loss contingencies, the Company accrues an undiscounted liability for those contingencies where the incurrence of a loss is probable and the amount can be reasonably estimated. The Company also discloses the amount accrued and the amount of a reasonably possible loss in excess of the amount accrued, if such disclosure is necessary for its financial statements not to be misleading. The Company does not record liabilities when the likelihood that the liability has been incurred is probable but the amount cannot be reasonably estimated, or when the liability is believed to be only reasonably possible or remote. The Company evaluates, at least quarterly, developments in its legal matters that could affect the amount of liability that has been previously accrued, and makes adjustments as appropriate. Significant judgment is required to determine both probability and the estimated amount. The Company may be unable to estimate a possible loss or range of possible loss due to various reasons, including, among others: (i) if the damages sought are indeterminate; (ii) if the proceedings are in early stages, (iii) if there is uncertainty as to the outcome of pending appeals, motions or settlements, (iv) if there are significant factual issues to be determined or resolved, and (v) if there are novel or unsettled legal theories presented. In such instances, there is considerable uncertainty regarding the ultimate resolution of such matters, including a possible eventual loss, if any. Because litigation outcomes are inherently unpredictable, the Company’s evaluation of legal 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 proceedings are not presently determinable, and an estimate of the probable and reasonably possible loss or range of loss in excess of amounts accrued for such proceedings cannot be reasonably made, an adverse outcome from such proceedings could have a material adverse effect on the Company’s earnings in any given reporting period. However, in the opinion of management, after consulting with legal counsel, and taking into account insurance coverage, 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 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, results of operations, or cash flows. Environmental Matters In 2001, the Company was notified by the California Department of Toxic Substances Control (“State”) that it may have liability associated with the clean-up of the one-third acre Davis Chemical Company site in Los Angeles, California. The Company has been included in the clean-up program because it was one of the companies that used the Davis Chemical Company site for waste recycling and/or disposal between 1949 and 1990. The Company joined with other potentially responsible parties and entered into a Consent Order with the State that required the group to perform a soils investigation at the site and submit a remediation plan. The State has approved the remediation plan, which completes the group’s obligations under the Consent Order. Although the Consent Order does not require the group to remediate the site and the State has indicated it intends to look to other parties for remediation, the State has not yet issued “no further action” letters to the group members. To date, the Company’s share of the group’s expenses has not been material and has been expensed as incurred. The Company has used an environmental firm, specializing in hydrogeology, to perform monitoring of the groundwater at the Company’s former facility in Newbury Park, California that was leased for approximately forty years. The Company vacated the building in May 2002. Certain contaminants have been found in the local groundwater and site soils. The location of key soil contamination (and some related site groundwater impact associated with the soil contamination) is concentrated in and found to emanate from an area of an underground storage tank that the Company believes to have been installed and primarily used in the early 1960s by a former tenant at the site who preceded the Company’s tenancy. There are no litigation claims pending with respect to environmental matters at the Newbury Park site. The Los Angeles Regional Water Quality Control Board (“RWQCB”) having authority over the site issued joint instructions in November 2008, ordering the Company and the current owner of the site to perform additional assessments and surveys, and to create ongoing groundwater monitoring plans before any final regulatory action for “no further action” may be approved. In September 2009, the regulatory agency issued supplemental instructions to the Company and the current site owner regarding previously ordered site assessments, surveys and groundwater monitoring. In October 2013, an order was issued including a scope of proposed additional site work, monitoring, and proposed remediation activities. The Company filed appeals of the October 2013 order seeking reconsideration by the RWQCB and review by the State Water Resources Control Board (“SWRCB”) of the removal of two other potentially responsible parties, and seeking clarification of certain other factual findings. In April 2015, the RWQCB denied the Company’s request to name the two other potentially responsible parties to the order, but did correct certain findings of fact identified by the Company in its petition for reconsideration. The SWRCB has not yet ruled on the Company’s petition for review of the RWQCB’s action as the petition was filed with a request it be held in abeyance. The Company has been engaged with the regulatory agency, including technical discussion between the Company’s environmental firm and RWQCB staff, and has initiated the technical efforts to comply with the order. The Company submitted technical reports prepared by the environmental firm to the RWQCB and has received confirmation regarding the satisfaction of portions of the order. The Company also submitted a remedial action plan prepared by the environmental firm outlining the cleanup of soil, groundwater, and soil vapor at the site. The parties are continuing to work toward compliance with the October 2013 order and anticipate working cooperatively on any ultimate proposed cleanup and abatement work. 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 Company’s preliminary assessment following a November 2012 draft cleanup and abatement order, which has been reviewed under the October 2013 order pending the current appeal by the Company and other impacted parties, the Company had determined a likely range of probable loss between $2.7 million and $5.7 million . Based on recent determinations by the RWQCB and refinement of the draft remedial action plan, the Company has determined a likely range of probable loss between $5.3 million and $7.5 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 $5.3 million , and such reserve remains on the Company’s books under “Other long-term liabilities” on the unaudited consolidated condensed balance sheets. These estimates could change as a result of changes in planned remedial actions, further actions from the regulatory agency, remediation technology, and other factors. Commercial Disputes In November 2012, the Company terminated the services of Intrigo Systems, Inc. (“Intrigo”) for default under its agreement with the Company for consulting services pertaining to the implementation of an enterprise resource planning (“ERP”) system. On November 13, 2014, Intrigo filed its complaint (the “Complaint”) against Semtech in Alameda County Superior Court, seeking in excess of $2.7 million in monetary damages and alleging breach of contract, breach of the covenant of good faith and fair dealing, and fraud. On December 18, 2014, the Company answered the Complaint and filed its own cross-complaint (the “Cross-Complaint”) against Intrigo, seeking in excess of $3.7 million in monetary damages and alleging breach of contract, breach of the implied covenant of good faith and fair dealing, fraud, negligent misrepresentation, false advertising, money had and received, and unfair competition. The Cross-Complaint also sought a declaration that the Company’s contractual agreement with Intrigo was terminated and that the Company had no remaining obligations under any contract. In October 2015 the parties settled the case for an immaterial amount. The Joint Request for Dismissal was entered by the Court on October 22, 2015, and the matter is now concluded. Indemnification The Company has entered into agreements with its current and former executives and directors indemnifying them against certain liabilities incurred in connection with the performance of their duties. The Company’s Certificate of Incorporation and Bylaws contain comparable indemnification obligations with respect to the Company’s current directors and employees. Product Warranties The Company’s general warranty policy provides for repair or replacement of defective parts. In some cases, a refund of the purchase price is offered. In certain instances the Company has agreed to other warranty terms, including some 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 has been immaterial to the Company’s consolidated financial statements. Earn-out Liability Pursuant to the terms of the amended earn-out arrangement (“Cycleo Amended Earn-out”) with the former stockholders of Cycleo SAS (“Cycleo Earn-out Beneficiaries”), which the Company acquired on March 7, 2012, the Company potentially may make payments totaling up to approximately $16.0 million based on the achievement of a combination of certain revenue and operating income milestones over a defined period (“Cycleo Defined Earn-out Period”). The Cycleo Defined Earn-out Period covers the period April 27, 2015 to April 26, 2020. For certain of the Cycleo Earn-out Beneficiaries, payment of the earn-out liability is contingent upon continued employment and is accounted for as post-acquisition compensation expense over the service period. The portion of the earn-out liability that is not dependent on continued employment is not considered as compensation expense. The Company has recorded a liability for the Cycleo Amended Earn-out of $5.3 million and $1.8 million as of October 25, 2015 and January 25, 2015 , respectively, of which $1.7 million is expected to be paid within twelve months. The increase in the liability for the Cycleo Amended Earn-out since January 25, 2015 corresponds to the compensation expense recorded in the first nine months of fiscal year 2016. Pursuant to the terms of the Triune Earn-out with the former members of Triune (“Triune Earn-out Beneficiaries”), which the Company acquired on March 4, 2015, the Company potentially may make payments totaling up to approximately $70.0 million based on achievement of certain revenue targets measured at each fiscal year end, starting with fiscal year 2016 and ending in fiscal year 2018. An additional payment of up to $16.0 million may be made based upon a combination of cumulative revenue and operating income targets measured from the acquisition date through the end of the Company’s fiscal year 2018. For certain of the Triune Earn-out Beneficiaries, payment of the earn-out liability is contingent upon continued employment and is accounted for as post-acquisition compensation expense over the service period. The portion of the earn-out liability that is not dependent on continued employment is not considered as compensation expense. The Company has recorded a liability, which represents the fair value of the obligation, for the Triune Earn-out of $2.8 million , as of October 25, 2015 which is a reduction from the $16.9 million liability reported for the period ended July 26, 2015. The significant reduction in the fair value of the liability resulted from a change in estimate of the forecasted revenue for the earn-out period. Refer to Note 7 for additional discussion regarding fair value measurements. A summary of earn-out liabilities by classification follows: Balance at October 25, 2015 Balance at January 25, 2015 (in thousands) Cycleo Triune Total Cycleo Triune Total Compensation expense $ 3,558 $ 76 $ 3,634 $ 140 $ — $ 140 Not conditional upon continued employment 1,457 2,744 4,201 1,619 — 1,619 Interest expense 300 — 300 12 — 12 Total liability $ 5,315 $ 2,820 $ 8,135 $ 1,771 $ — $ 1,771 Amount expected to be settled within 12 months $ 1,684 $ — $ 1,684 $ — $ — $ — |
Concentration of Risk
Concentration of Risk | 9 Months Ended |
Oct. 25, 2015 | |
Risks and Uncertainties [Abstract] | |
Concentration of Risk | Concentration of Risk Sales to the Company’s customers are generally made on open account, subject to credit limits the Company may impose, and the receivables are subject to the risk of being uncollectible. The following significant customer accounted for at least 10% of net sales in one or more of the periods indicated: Three Months Ended Nine Months Ended (percentage of net sales) October 25, 2015 October 26, 2014 October 25, 2015 October 26, 2014 Samsung Electronics (and affiliates) 7 % 10 % 7 % 11 % The following table shows the customer that has an outstanding receivable balance that represents at least 10% of total net receivables as of one or more of the dates indicated: Balance as of (percentage of net accounts receivable) October 25, 2015 January 25, 2015 Samsung Electronics (and affiliates) 5 % 12 % Outside Subcontractors and Suppliers The Company relies on a limited number of outside subcontractors and suppliers for the production of silicon wafers, packaging and certain other tasks. Disruption or termination of supply sources or subcontractors, due to natural disasters such as an earthquake or other causes, could delay shipments and could have a material adverse effect on the Company. Although there are generally alternate sources for these materials and services, qualification of the alternate sources could cause delays sufficient to have a material adverse effect on the Company. Several of the Company’s outside subcontractors and suppliers, including third-party foundries that supply silicon wafers, are located in foreign countries, including China, Taiwan, Europe and Israel. The Company’s largest source of silicon wafers is an outside foundry located in China and a significant amount of the Company’s assembly and test operations are conducted by third-party contractors in China, Malaysia, Taiwan, Thailand, Korea and the Philippines. For the third quarter of fiscal years 2016 and 2015 , respectively, approximately 29% and 41% , respectively, of the Company’s silicon in terms of cost of wafers was supplied by a third-party foundry in China, and these percentages could be higher in future periods. In the third quarter of fiscal year 2016 , authorized distributors accounted for approximately 56% of the Company’s net sales compared to approximately 54% in the third quarter of fiscal year 2015 . Generally, the Company does not have long-term contracts with its distributors and most can terminate their agreement with little or no notice. For the third quarter of fiscal year 2016 , two of the three largest distributors were based in Asia. |
Segment Information
Segment Information | 9 Months Ended |
Oct. 25, 2015 | |
Segment Reporting [Abstract] | |
Segment Information | Segment information Segment Information See Note 1 regarding recent developments affecting the Company’s operating segments. The Company has five operating segments in total. The Company’s CEO continues to function as the CODM. The Company’s CODM makes operating decisions and assesses performance based on these operating segments. Four of the operating segments: Protection Products; Power and High Reliability Products; Signal Integrity Products; and Wireless, Sensing and Timing Products, all have similar economic characteristics and have been aggregated into one reportable segment identified in the table below as the “Semiconductor Products Group”. The remaining operating segment, the Systems Innovation Group, cannot be aggregated with the other operating segments and does not meet the thresholds for a separate reportable segment as defined by the guidance regarding segment disclosure. Therefore the Company has classified it as “All others” in the tables below. The Company’s assets are commingled among the various reporting units and the CODM does not use that information in making operating decisions or assessing performance. Therefore, the Company has not included asset information by segment below. Net sales by segment are as follows: Three Months Ended Nine Months Ended (in thousands) October 25, 2015 October 26, 2014 October 25, 2015 October 26, 2014 Semiconductor Products Group $ 115,795 $ 148,435 $ 369,690 $ 425,630 All others 15 455 1,920 1,861 Total $ 115,810 $ 148,890 $ 371,610 $ 427,491 Income by segment and reconciliation to consolidated operating income: Three Months Ended Nine Months Ended (in thousands) October 25, 2015 October 26, 2014 October 25, 2015 October 26, 2014 Semiconductor Products Group $ 22,019 $ 39,905 $ 70,054 $ 106,383 All others (1,818 ) (3,185 ) (6,375 ) (7,234 ) Operating Income by segment 20,201 36,720 63,679 99,149 Items to reconcile segment operating income to consolidated income before taxes Intangible amortization and impairments 6,308 6,423 18,648 19,292 Stock-based compensation expense 5,117 7,935 13,397 21,056 Inventory write-down — — — 1,052 Restructuring charges 962 — 4,526 1,001 Changes in the fair value of contingent earn-out obligations (14,186 ) (228 ) (13,618 ) (228 ) Environmental reserve — 235 2,855 235 Other non-segment related expenses 2,792 (769 ) 10,073 (268 ) Amortization of fair value adjustments related to acquired PP&E 310 314 948 993 Interest expense, net 1,964 1,462 5,698 4,437 Non-operating (income) expense, net 777 (216 ) 1,152 407 Income before taxes $ 16,157 $ 21,564 $ 20,000 $ 51,172 Information by Product Line The Company operates exclusively in the semiconductor industry and primarily within the analog and mixed-signal sector. The table below provides net sales activity by product line on a comparative basis for all periods. Three Months Ended Nine Months Ended (in thousands, except percentages) October 25, 2015 October 26, 2014 October 25, 2015 October 26, 2014 Signal Integrity $ 52,449 45 % $ 56,345 38 % $ 165,780 45 % $ 167,856 39 % Protection 33,225 29 % 52,858 35 % 105,339 28 % 150,435 36 % Wireless, Sensing and Timing 16,567 14 % 22,683 15 % 54,898 15 % 60,824 14 % Power and High-Reliability 13,554 12 % 16,549 11 % 43,673 12 % 46,515 11 % Systems Innovation 15 — % 455 1 % 1,920 — % 1,861 — % Total net sales $ 115,810 100 % $ 148,890 100 % $ 371,610 100 % $ 427,491 100 % Geographic Information The Company generates virtually all of its sales from its Semiconductor Products Group through sales of analog and mixed-signal devices. Net sales activity by geographic region is as follows: Three Months Ended Nine Months Ended October 25, 2015 October 26, 2014 October 25, 2015 October 26, 2014 Asia-Pacific 70 % 72 % 72 % 74 % North America 20 % 18 % 18 % 15 % Europe 10 % 10 % 10 % 11 % 100 % 100 % 100 % 100 % The Company generally attributes sales to a country based on the ship-to address. The table below summarizes sales activity to countries that represented greater than 10% of total net sales for one or more of the periods presented: Three Months Ended Nine Months Ended (percentage of total sales) October 25, 2015 October 26, 2014 October 25, 2015 October 26, 2014 China (including Hong Kong) 45 % 41 % 44 % 37 % United States 14 % 10 % 12 % 12 % Japan 9 % 10 % 9 % 11 % Income (loss) from continuing operations before income taxes is as follows: Three Months Ended Nine Months Ended (in thousands) October 25, 2015 October 26, 2014 October 25, 2015 October 26, 2014 Domestic $ 21,146 $ (2,858 ) $ 3,785 $ (13,997 ) Foreign (4,989 ) 24,422 16,215 65,169 Total $ 16,157 $ 21,564 $ 20,000 $ 51,172 |
Stock Repurchase Program
Stock Repurchase Program | 9 Months Ended |
Oct. 25, 2015 | |
Equity [Abstract] | |
Stock Repurchase Program | Stock Repurchase Program The Company maintains an active stock repurchase program which was approved by the Company’s Board of Directors in March 2008. The stock repurchase program does not have an expiration date and the Board of Directors has authorized expansion of the program over the years. In November 2011 the Board of Directors authorized the Company to repurchase up to $50.0 million of shares of the Company’s common stock from time to time through negotiated or open market transactions. On August 21, 2013, the Company announced an additional $50.0 million expansion of the stock repurchase program, for a total authorized amount of $100.0 million , such authorization being subject to certain limitations, guidelines and conditions as directed by the Board of Directors. In November 2014, the Company announced that the Board of Directors authorized an additional $28.4 million of repurchases under the program, which together with the $21.6 million then remaining under the program, brought the total unused or remaining authorization to $50.0 million , such authorization being subject to certain limitations, guidelines and conditions as directed by the Board of Directors. In May 2015, the Company announced that the Board of Directors had authorized an additional $70.0 million of repurchases under the stock repurchase program, which brought the total remaining authorization to $100.0 million , such authorization being subject to certain limitations, guidelines and conditions as directed by the Board of Directors. As of October 25, 2015 , the Company had spent $135.7 million to repurchase shares of common stock under the Program and the current remaining authorization under this stock repurchase program is $62.7 million . In the first nine months of fiscal year 2016 , the Company repurchased 2,681,476 shares for $57.3 million . In the first nine months of fiscal 2015 , the Company repurchased 1,578,869 for $40.9 million . The Company currently intends to hold the repurchased shares as treasury stock. The Company typically reissues treasury shares to settle stock option exercises and vested restricted stock units. |
Divestiture
Divestiture | 9 Months Ended |
Oct. 25, 2015 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Divestiture | Divestiture In the first quarter of fiscal year 2016, the Company completed its divestiture of its defense and microwave communications infrastructure business to Jariet Technologies, Inc. (“Jariet”) in exchange for an equity interest in that company. For the three months ended October 25, 2015 and October 26, 2014 , the defense and microwave communications infrastructure business accounted for $0.0 million and $2.2 million in net revenue and non-recurring engineering reimbursements, respectively. For the nine months ended October 25, 2015 and October 26, 2014 , the defense and microwave communications infrastructure business accounted for $4.3 million and $6.8 million in net revenue and non-recurring engineering reimbursements, respectively. This business was part of the Sierra Monolithics, Inc. acquisition completed in December 2009. Under the terms of the transaction, the Company contributed assets, including inventory and equipment with a net book value of $0.6 million in exchange for an equity interest in the form of preferred stock , representing an approximately 21% voting interest in Jariet. Due to the anticipated continuing cash flows from its investment in Jariet, the Company did not account for the divestiture as a discontinued operation. In addition to the contribution of assets, certain contracts have been novated with future performance responsibilities being transferred to Jariet. The investment in Jariet was written off in the third quarter of fiscal year 2016. |
Restructuring
Restructuring | 9 Months Ended |
Oct. 25, 2015 | |
Restructuring and Related Activities [Abstract] | |
Restructuring and Related Activities Disclosure | Restructuring In the second quarter of fiscal year 2016, Semtech Corporation announced a worldwide reduction in force as part of an overall plan to align operating expenses with business conditions and leverage recent infrastructure investments. As a result of the reduction in force, the Company recorded restructuring charges of $1.0 million and $3.5 million in the three months ended October 25, 2015 and July 26, 2015, respectively. In the fourth quarter of fiscal year 2014, the Company made a strategic decision to reduce its investment in the long-haul optical market, realign its product groupings and align spending to current demand levels. As a result of these actions, the Company recorded restructuring charges of $1.0 million in the first nine months of fiscal year 2015. Restructuring related liabilities are included in “Accrued liabilities” within the condensed consolidated balance sheets as of October 25, 2015 and January 25, 2015, respectively. Restructuring charges are presented in “Restructuring charge” within the condensed consolidated statements of income. The following table summarizes the restructuring activity for the nine months ended October 25, 2015 : (in thousands) One-time employee termination benefits Balance at January 25, 2015 $ 282 Charges 4,526 Cash payments (3,601 ) Balance at October 25, 2015 $ 1,207 |
Organization and Basis of Pre24
Organization and Basis of Presentation (Policy) | 9 Months Ended |
Oct. 25, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Fiscal Year | Fiscal Year The Company reports results on the basis of 52 and 53 week periods and ends its fiscal year on the last Sunday in January. The other quarters generally end on the last Sunday of April, July and October. All quarters consist of 13 weeks except for one 14 -week period in 53 -week years. The third quarter of fiscal years 2016 and 2015 each consisted of 13 weeks. |
Principles of Consolidation | Principles of Consolidation The accompanying interim condensed consolidated financial statements have been prepared by the Company, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). In the opinion of the Company, these unaudited statements contain all adjustments (consisting of normal recurring adjustments) necessary to present fairly, in all material respects, the financial position of the Company for the interim periods presented. All significant intercompany balances have been eliminated. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) have been condensed or omitted pursuant to such rules and regulations, and the Company believes that the included disclosures are adequate to make the information presented not misleading. The Company evaluated all subsequent events through the date these interim condensed consolidated financial statements were issued. In January 2015, the Company completed the acquisition of EnVerv, Inc. (“EnVerv”). In March 2015, the Company completed the acquisition of Triune Systems, L.L.C. (“Triune”). These interim condensed consolidated financial statements include the results of operations of EnVerv and Triune commencing as of their acquisition dates. These interim condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and the notes thereto included in the Company’s Annual Report on Form 10-K for the year ended January 25, 2015 . The results reported in these interim 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. |
Segment Information | Segment Information In the first quarter of fiscal year 2016, the Company completed a reassessment of its operations in light of its recent strategic business decisions. Based on this reassessment, the Company has identified five operating segments in total. Four of the operating segments aggregate into one reportable segment, the Semiconductor Products Group. The remaining operating segment, the Systems Innovation Group (shown as “All others”), could not be aggregated with the other operating segments and did not meet the criteria for a separate reportable segment as defined by the guidance regarding segment disclosure. The Company’s Chief Executive Officer (“CEO”) has been identified as the Chief Operating Decision Maker (“CODM”) as defined by the segment disclosure guidance (see Note 14 for further discussion) and now receives discrete financial information pertaining to the Systems Innovation Group. As a result, the financial activity associated with the Systems Innovation Group is being reported separately from the Company’s reportable segment. This separate reporting is included in the “All others” category. |
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 as of the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In November 2015, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2015-17, Income Taxes (Topic 740): Balance Sheet Classification of Deferred Taxes, which eliminates the current requirement for companies to present deferred tax liabilities and assets as current and non-current in a classified balance sheet. Instead, companies will be required to classify all deferred tax assets and liabilities as non-current. The amendments are effective for financial statements issued for annual periods beginning after December 15, 2016, and interim periods within those annual periods. Earlier application is permitted. The Company is evaluating the effect of adopting this pronouncement, but the adoption is not expected to have a material impact on the Company’s consolidated financial statements. In April 2014, the FASB issued ASU No. 2014-08, Presentation of Financial Statements (Topic 205) and Property, Plant, and Equipment (Topic 360): Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity. ASU 2014-08 changes the requirements for reporting discontinued operations in FASB Accounting Standards Codification (“ASC”) Subtopic 205-20, such that a disposal of a component of an entity or a group of components of an entity is required to be reported in discontinued operations if the disposal represents a strategic shift that has (or will have) a major effect on an entity’s operations and financial results. ASU 2014-08 requires an entity to present, for each comparative period, the assets and liabilities of a disposal group that includes a discontinued operation separately in the asset and liability sections, respectively, of the statement of financial position, as well as additional disclosures about discontinued operations. Additionally, ASU 2014-08 requires disclosures about a disposal of an individually significant component of an entity that does not qualify for discontinued operations presentation in the financial statements and expands the disclosures about an entity’s significant continuing involvement with a discontinued operation. The Company adopted the provisions of this new accounting standard at the beginning of fiscal year 2016, and has assessed the impact on its consolidated financial statements to be immaterial. In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606), which requires an entity to recognize revenue from the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The guidance addresses, in particular, contracts with more than one performance obligation, as well as the accounting for some costs to obtain or fulfill a contract with a customer, and provides for additional disclosures with respect to revenues and cash flows arising from contracts with customers. Public entities are required to apply the amendments on either a full- or modified-retrospective basis for annual periods beginning after December 15, 2017 and for interim periods within those annual periods. This update will be effective for the Company beginning in the first quarter of fiscal year 2018. Early adoption is not permitted. The Company is currently assessing the basis of adoption and evaluating the impact of the adoption of the update on its consolidated financial statements. In April 2015, the FASB issued ASU 2015-03, Simplifying the Presentation of Debt Issuance Costs. The new standard intends to simplify the presentation of debt issuance costs to be presented in the balance sheet as a direct deduction from the carrying value of the associated debt liability. The new guidance is effective for annual reporting periods beginning after December 15, 2015, including interim reporting periods within that reporting period and early application is permitted. The Company plans to adopt the provisions of this new accounting standard at the beginning of fiscal year 2017. The adoption of this standard is not expected to have a significant impact on the Company’s consolidated financial statements. |
Earnings Per Share | Basic earnings per common share is computed by dividing net income available to common stockholders by the weighted-average number of shares of common stock outstanding during the reporting period. Diluted earnings per common share incorporate the incremental shares issuable, calculated using the treasury stock method, upon the assumed exercise of stock options and the vesting of restricted stock. |
Revenue Recognition | Revenue Recognition The Company recognizes product revenue when persuasive evidence of an arrangement exists, delivery has occurred, the fee is fixed or determinable and collectability is reasonably assured. Recovery of costs associated with product design and engineering services are recognized during the period in which services are performed. The product design and engineering recovery, when recognized, will be reported as a reduction to product development and engineering expense. Historically, these recoveries have not exceeded the cost of the related development efforts. The Company includes revenue related to granted technology licenses in “Net sales” within the condensed consolidated statements of operations. Historically, revenue from these arrangements has not been significant though it is part of the Company’s recurring ordinary business. The Company defers revenue recognition on shipment of products to certain customers, principally distributors, under agreements which provide for limited pricing credits or return privileges, until these products are sold through to end-users or the return privileges lapse. For sales subject to certain pricing credits or return privileges, the amount of future pricing credits or inventory returns cannot be reasonably estimated given the relatively long period in which a particular product may be held by the customer. Therefore, the Company has concluded that sales to customers under these arrangements are not fixed and determinable at the date of the sale and revenue recognition has been deferred. The Company estimates the deferred gross margin on these sales by applying an average gross profit margin to the actual gross sales. The average gross profit margin is calculated for each category of material using standard costs which is expected to approximate actual costs at the date of sale. The estimated deferred gross margins on these sales, where there are no outstanding receivables, are included in “Deferred revenue” within the condensed consolidated balance sheets. The Company records a provision for estimated sales returns and rebates in the same period as the related revenues are recorded. The Company bases these estimates on historical sales returns, rebates and other known factors. Actual returns could be different from Company estimates and current provisions for sales returns and allowances, resulting in future charges to earnings. The Company reviews material subject to return for impairment for purposes of computing deferred cost of sales. There were no significant impairments of deferred cost of sales in the third quarter or first nine months of fiscal year 2016 or fiscal year 2015 . |
Share-based Compensation, Option and Incentive Plans | Stock-based Payment Arrangements The Company has various equity award plans that provide for granting stock-based awards to employees and non-employee directors of the Company. The plans provide for the granting of several available forms of stock-based compensation. As of October 25, 2015 , the Company has granted stock options, restricted stock and restricted stock units under the plans and has also issued some stock-based compensation outside of the plans, including stock options, restricted stock and restricted stock units issued as inducements to join the Company. Grant Date Fair Values and Underlying Assumptions: Contractual Terms The Company uses the Black-Scholes pricing model to value stock options. The estimated fair value of restricted stock units, for which vesting is not linked to a market condition, is calculated based on the market price of the Company’s common stock on the date of grant. For restricted stock units that vest according to a market condition, the Company uses a Monte Carlo simulation model to value the award. Some of the restricted stock units granted in the first nine months of fiscal year 2016 and prior years are classified as liabilities rather than equity. For grants classified as equity, stock-based compensation cost is measured at the grant date, based on the fair value of the award, and is recognized as an expense over the grantee’s requisite service period. For grants classified as liabilities, stock-based compensation cost is measured at fair value at the end of each reporting period until the date of settlement, and is recognized as an expense over the grantee’s requisite service period. Expected volatilities are based on historical volatility using daily and monthly stock price observations. |
Investments | Investments that have original maturities of three months or less are accounted for as cash equivalents. This includes money market funds, time deposits and United States (“U.S.”) government obligations. Temporary and long-term investments consist of government, bank and corporate obligations, with original maturity dates in excess of three months. Temporary investments have original maturities in excess of three months, but mature within twelve months of the balance sheet date. Long-term investments have original maturities in excess of twelve months. The Company determines the cost of securities sold based on the specific identification method. Realized gains or losses are reported in “Non-operating expense, net” within the condensed consolidated statements of operations. The Company classifies its investments as “available-for-sale” because it may sell some securities prior to maturity. The Company’s investments are subject to market risk, primarily interest rate and credit risks. The Company’s investments are managed by a limited number of outside professional managers that operate within investment guidelines set by the Company. These guidelines include specified permissible investments, minimum credit quality ratings and maximum average duration restrictions and are intended to limit market risk by restricting the Company’s investments to high quality debt instruments with relatively short-term maturities. |
Fair Value of Financial Instruments | Available-for-sale securities included in Level 2 are valued utilizing inputs obtained from an independent service (the “Service”), which uses quoted market prices for identical or comparable instruments rather than direct observations of quoted prices in active markets. The Service gathers observable inputs for all of our fixed income securities from a variety of industry data providers, for example, large custodial institutions and other third-party sources. Once the observable inputs are gathered by the Service, all data points are considered and an average price is determined. The Service’s providers utilize a variety of inputs to determine their quoted prices. The Company reviews and evaluates the values provided by the Service and agrees with the valuation methods and assumptions used in determining the fair value of investments. The Company believes this method provides a reasonable estimate for fair value. Instruments Not Recorded at Fair Value on a Recurring Basis Some of the Company’s financial instruments are not measured at fair value on a recurring basis but are recorded at amounts that approximate fair value due to their liquid or short-term nature. Such financial assets and financial liabilities include cash and cash equivalents, net receivables, certain other assets, accounts payable, accrued expenses, accrued personnel costs, and other current liabilities. Assets and Liabilities Recorded at Fair Value on a Non-Recurring Basis The Company reduces the carrying amounts of its goodwill, intangible assets, long-lived assets and non-marketable equity securities to fair value when held for sale or determined to be impaired. |
Goodwill Policy | Goodwill is not amortized, but is tested for impairment using a two-step method on an annual basis and whenever events or changes in circumstances indicate that the carrying value may not be recoverable. The recoverability 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. Goodwill is allocated to three reporting units (Signal Integrity, Power and High Reliability and Wireless, Sensing and Timing) (see Note 14 ). The difference between the fair value and the carrying amount of these reporting units is one of several factors the Company will consider before reaching its conclusion about whether to perform the first step of the goodwill impairment test. |
Product Warranties | Product Warranties The Company’s general warranty policy provides for repair or replacement of defective parts. In some cases, a refund of the purchase price is offered. In certain instances the Company has agreed to other warranty terms, including some 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 has been immaterial to the Company’s consolidated financial statements. |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 9 Months Ended |
Oct. 25, 2015 | |
Earnings Per Share [Abstract] | |
Computation of Basic and Diluted Earnings Per Common Share | The computation of basic and diluted earnings per common share is as follows: Three Months Ended Nine Months Ended (in thousands, except per share amounts) October 25, 2015 October 26, 2014 October 25, 2015 October 26, 2014 Net income $ 10,704 $ 17,623 $ 10,250 $ 43,388 Weighted average common shares outstanding - basic 65,117 $ 67,162 $ 65,920 $ 67,223 Dilutive effect of options and restricted stock units 100 492 331 568 Weighted average common shares outstanding - diluted 65,217 $ 67,654 $ 66,251 $ 67,791 Basic earnings per common share $ 0.16 $ 0.26 $ 0.16 $ 0.65 Diluted earnings per common share $ 0.16 $ 0.26 $ 0.15 $ 0.64 Anti-dilutive shares not included in the above calculations 3,728 1,951 2,392 1,710 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 9 Months Ended |
Oct. 25, 2015 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Allocation Of Stock-Based Compensation | The following table summarizes pre-tax, stock-based compensation expense included in the unaudited condensed consolidated statements of operations captions for the periods presented. Three Months Ended Nine Months Ended (in thousands) October 25, 2015 October 26, 2014 October 25, 2015 October 26, 2014 Cost of sales $ 197 $ 391 $ 1,071 $ 1,109 Selling, general and administrative 2,933 4,620 6,006 12,132 Product development and engineering 1,987 2,924 6,320 7,815 Stock-based compensation $ 5,117 $ 7,935 $ 13,397 $ 21,056 Net change in stock-based compensation capitalized into inventory $ (233 ) $ 121 $ 45 $ 148 |
Summary Of Fair Value Assumptions, Stock Options | The following table summarizes the assumptions used in the Black-Scholes model to determine the fair value of stock options granted in the three and nine months ended October 25, 2015 and October 26, 2014 , respectively: Three Months Ended Nine Months Ended October 25, 2015 October 26, 2014 October 25, 2015 October 26, 2014 Expected lives, in years 4.2 4.3 4.2 - 4.3 3.0 - 4.4 Estimated volatility 32% 33% 29% - 32% 33% - 34% Dividend yield — — — — Risk-free interest rate 1.3% 1.3% 1.24% - 1.29% 0.74% - 1.43% Weighted average fair value on grant date $4.80 $6.72 $6.09 $7.09 |
Summary Of The Activity For Stock Option Awards | The following table summarizes the activity for stock options for the nine months ended October 25, 2015 : (in thousands, except for per share amounts) Number of Shares Weighted Average Exercise Price (per share) Aggregate Intrinsic Value Aggregate Unrecognized Compensation Number of Shares Exercisable Weighted Average Contractual Term (in years) Balance at January 25, 2015 1,763 $ 23.70 $ 7,722 $ 4,688 986 Options granted 359 22.79 Options exercised (252 ) 15.97 1,640 Options cancelled/forfeited (209 ) 23.98 Balance at October 25, 2015 1,661 $ 24.64 $ 391 $ 4,418 872 Exercisable at October 25, 2015 872 $ 24.28 $ 286 2.5 |
Summary Of The Activity For Employee Stock Unit Awards | The following table summarizes the employees’ restricted stock unit activity for the nine months ended October 25, 2015 : (in thousands, except for per unit amounts) Number of Units Weighted Average Grant Date Fair Value (per unit) Aggregate Intrinsic Value (1) Aggregate Unrecognized Compensation Weighted Average Period Over Which Expected to be Recognized (in years) Balance at January 25, 2015 2,138 $ 26.43 $ 44,506 2.4 Restricted stock units granted 952 21.02 Restricted stock units vested (674 ) 26.23 $ 15,051 Restricted stock units forfeited (344 ) 25.82 Balance at October 25, 2015 2,072 $ 24.11 $ 40,678 2.6 (1) Reflects the value of Semtech Corporation stock on the date that the restricted stock unit vested. |
Performance shares [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Summary Of The Activity For Performance Unit Awards | The following table summarizes the activity for performance-based restricted stock units for the nine months ended October 25, 2015 : Subject to Share Settlement Subject to Cash Settlement Weighted Average Grant Date Fair Value (per unit) Aggregate Unrecognized Compensation Weighted Average Period Over Which Expected to be Recognized (in years) (in thousands, except for per unit amounts) Total Units Units Units Recorded Liability Balance at January 25, 2015 426 211 215 $ 1,891 $ 27.17 $ 6,164 1.6 Performance-based units granted 235 145 90 28.60 Performance-based units vested — — — — Performance-based units cancelled/forfeited (101 ) (59 ) (42 ) 27.75 Change in liability (1,717 ) Balance at October 25, 2015 560 297 263 $ 174 $ 27.67 $ 2,320 1.4 |
Market performance shares [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Summary Of The Activity For Performance Unit Awards | The following table summarizes the activity for market performance restricted stock units for the nine months ended October 25, 2015 : Weighted Average Grant Date Fair Value (per unit) Aggregate Unrecognized Compensation Period Over Which Expected to be Recognized (in years) (in thousands, except for per unit amounts) Total Units Balance at January 25, 2015 220 $ 15.59 $ — 1.2 Market performance units granted — — Market performance units vested — — Market performance units cancelled/forfeited — — Balance at October 25, 2015 220 $ 15.59 $ 442 0.5 |
Subject To Cash Settlement [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Summary Of The Activity For Non-Employee Directors Stock Unit Awards | The following table summarizes the non-employee directors’ activity for restricted stock units settled in cash for the nine months ended October 25, 2015 : (in thousands, except for per unit amounts) Number of Units Recorded Liability Weighted Average Grant Date Fair Value (per unit) Aggregate Unrecognized Compensation Period Over Which Expected to be Recognized (in years) Balance at January 25, 2015 24 $ 5,214 $ 26.59 $ 275 0.4 Restricted stock units granted 28 19.70 Restricted stock units vested (24 ) 26.59 Restricted stock units forfeited — — Change in liability (1,939 ) Balance at October 25, 2015 28 $ 3,275 $ 19.70 $ 336 0.6 |
Subject To Share Settlement [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Summary Of The Activity For Non-Employee Directors Stock Unit Awards | The following table summarizes the non-employee directors’ activity for restricted stock units settled with stock for the nine months ended October 25, 2015 : (in thousands, except for per unit amounts) Number of Units Weighted Average Grant Date Fair Value (per unit) Aggregate Intrinsic Value (1) Aggregate Unrecognized Compensation Period Over Which Expected to be Recognized (in years) Balance at January 25, 2015 — $ — $ — 0.0 Restricted stock units granted 24 19.70 Restricted stock units vested — — Restricted stock units forfeited — Balance at October 25, 2015 24 $ 19.70 $ 320 0.6 (1) There was no vesting during the reported period. This value would typically represent the value of Semtech Corporation stock on the date that the restricted stock unit vested. |
Investments (Tables)
Investments (Tables) | 9 Months Ended |
Oct. 25, 2015 | |
Investments [Abstract] | |
Summary Of Investments | The following table summarizes the Company’s investments: October 25, 2015 January 25, 2015 (in thousands) Market Value Adjusted Cost Gross Unrealized Gain Market Value Adjusted Cost Gross Unrealized Gain Cash equivalents $ 16,860 $ 16,860 $ — $ 23,271 $ 23,271 $ — Total investments $ 16,860 $ 16,860 $ — $ 23,271 $ 23,271 $ — |
Schedule Of Investments, Classified By Maturity Period | The following table summarizes the maturities of the Company’s investments: October 25, 2015 January 25, 2015 (in thousands) Market Value Adjusted Cost Market Value Adjusted Cost Within 1 year $ 16,860 $ 16,860 $ 23,271 $ 23,271 After 1 year through 5 years — — — — Total investments $ 16,860 $ 16,860 $ 23,271 $ 23,271 |
Summary Of Unrealized Gains (Losses) On Investments | The following table summarizes net unrealized gains arising in the periods presented in addition to the tax associated with these comprehensive income items: Three Months Ended Nine Months Ended (in thousands) October 25, 2015 October 26, 2014 October 25, 2015 October 26, 2014 Unrealized gain, net of tax $ 129 $ — $ 266 $ — Increase to deferred tax liability 74 — 172 — |
Schedule Of Interest Income Generated From Investments | The following table summarizes interest income generated from investments and cash and cash equivalents: Three Months Ended Nine Months Ended (in thousands) October 25, 2015 October 26, 2014 October 25, 2015 October 26, 2014 Interest income $ 1,195 $ 13 $ 9,431 $ 33 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Oct. 25, 2015 | |
Fair Value Disclosures [Abstract] | |
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis [Table Text Block] | Financial assets and liabilities measured and recorded at fair value on a recurring basis consisted of the following types of instruments: Fair Value as of October 25, 2015 Fair Value as of January 25, 2015 (in thousands) Total (Level 1) (Level 2) (Level 3) Total (Level 1) (Level 2) (Level 3) Financial Assets: Cash equivalents $ 16,860 $ 16,860 $ — $ — $ 23,271 $ 23,271 $ — $ — Total available-for-sale securities 16,860 16,860 — — 23,271 23,271 — — Interest rate cap — — — — 33 — 33 — Total financial assets $ 16,860 $ 16,860 $ — $ — $ 23,304 $ 23,271 $ 33 $ — Financial liabilities: Triune Earn-Out $ 2,744 $ — $ — $ 2,744 $ — $ — $ — $ — Cycleo Earn-Out 1,457 — — 1,457 1,619 — — 1,619 Total financial liabilities $ 4,201 $ — $ — $ 4,201 $ 1,619 $ — $ — $ 1,619 |
Fair Value, Liabilities Measured on Recurring Basis [Table Text Block] | A reconciliation of the change in the earn-out liability during the nine months ended October 25, 2015 is as follows: (in thousands) Cycleo Triune Total Balance at January 25, 2015 $ 1,619 $ — $ 1,619 Additions to earn-out obligations — 16,200 16,200 Changes in the fair value of contingent earn-out obligations (162 ) (13,456 ) (13,618 ) Balance as of October 25, 2015 $ 1,457 $ 2,744 $ 4,201 |
Financial Assets And Liabilities Measured And Recorded At Fair Value On A Recurring Basis, Presented On The Consolidated Condensed Balance Sheets | Financial assets measured and recorded at fair value on a recurring basis were presented on the Company’s condensed consolidated balance sheets as follows: Fair Value as of October 25, 2015 Fair Value as of January 25, 2015 (in thousands) Total (Level 1) (Level 2) (Level 3) Total (Level 1) (Level 2) (Level 3) Financial assets: Cash equivalents $ 16,860 $ 16,860 $ — $ — $ 23,271 $ 23,271 $ — $ — Other assets — — — — 33 — 33 — Total financial assets $ 16,860 $ 16,860 $ — $ — $ 23,304 $ 23,271 $ 33 $ — Financial liabilities: Triune Earn-Out $ 2,744 $ — $ — $ 2,744 $ — $ — $ — $ — Cycleo Earn-Out 1,457 — — 1,457 1,619 — — 1,619 Total financial liabilities $ 4,201 $ — $ — $ 4,201 $ 1,619 $ — $ — $ 1,619 |
Inventories (Tables)
Inventories (Tables) | 9 Months Ended |
Oct. 25, 2015 | |
Inventory Disclosure [Abstract] | |
Summary Of Inventories | Inventories, consisting of material, material overhead, labor, and manufacturing overhead, are stated at the lower of cost (first-in, first-out) or market and consist of the following: (in thousands) October 25, 2015 January 25, 2015 Raw materials $ 2,178 $ 1,624 Work in progress 47,895 36,759 Finished goods 21,477 35,285 Inventories $ 71,550 $ 73,668 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 9 Months Ended |
Oct. 25, 2015 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Changes in Carrying Amounts of Goodwill | Changes in the carrying amount of goodwill were as follows: (in thousands) Signal Integrity Power and High Reliability Wireless, Sensing and Timing Total Balance at January 25, 2015 $ 261,891 $ — $ 18,428 $ 280,319 Additions — 49,384 — 49,384 Balance at October 25, 2015 $ 261,891 $ 49,384 $ 18,428 $ 329,703 |
Schedule of Finite-Lived Intangible Assets | The following table sets forth the Company’s finite-lived intangible assets resulting from business acquisitions and technology licenses purchased, which continue to be amortized: October 25, 2015 January 25, 2015 (in thousands) Estimated Useful Life Gross Carrying Amount Accumulated Amortization Net Carrying Amount Gross Carrying Amount Accumulated Amortization Net Carrying Amount Core technologies 2-10 years $ 148,156 $ (68,648 ) $ 79,508 $ 134,155 $ (53,286 ) $ 80,869 Customer relationships 7-10 years 30,030 (14,747 ) 15,283 28,030 (11,480 ) 16,550 Technology licenses (1) 5-10 years 263 (209 ) 54 263 (169 ) 94 Other intangibles assets 1-5 years 6,600 (6,600 ) — 6,600 (6,513 ) 87 Total finite-lived intangible assets $ 185,049 $ (90,204 ) $ 94,845 $ 169,048 $ (71,448 ) $ 97,600 (1) Technology licenses relate to end-license agreements for intellectual property that is used by the Company in research and development activities and also has alternative future uses. Amortization expense related to technology licenses is reported as “Product development and engineering” in the condensed consolidated statements of operations. |
Future Amortization Expense for Intangible Assets | The estimated annual amount of future amortization expense for all finite-lived intangible assets is summarized below: (in thousands) To be recognized in: Core Technologies Customer Relationships Technology Licenses Total Remaining three months of fiscal year 2016 $ 5,304 $ 1,100 $ 12 $ 6,416 Fiscal year 2017 21,213 4,400 42 25,655 Fiscal year 2018 21,213 4,400 — 25,613 Fiscal year 2019 17,801 4,400 — 22,201 Fiscal year 2020 9,970 950 — 10,920 Thereafter 4,007 33 — 4,040 Total expected amortization expense $ 79,508 $ 15,283 $ 54 $ 94,845 |
Income Taxes (Tables)
Income Taxes (Tables) | 9 Months Ended |
Oct. 25, 2015 | |
Income Tax Disclosure [Abstract] | |
Summary of Income Tax Contingencies | A reconciliation of the beginning and ending amount of net unrecognized tax benefits is as follows: (in thousands) Balance at January 25, 2015 $ 7,774 Additions based on tax positions related to the current year 1,343 Reductions for tax positions of prior years, net (439 ) Reductions for settlements with tax authorities (324 ) Balance as of October 25, 2015 $ 8,354 |
Liability For Uncertain Tax Positions | The liability for UTP is reflected within the consolidated balance sheets as follows: (in thousands) October 25, 2015 January 25, 2015 Deferred tax assets - non-current $ 8,354 $ 7,522 Other long-term liabilities — 252 Total accrued taxes $ 8,354 $ 7,774 |
Commitments and Contingencies C
Commitments and Contingencies Commitments and Contingencies (Tables) | 9 Months Ended |
Oct. 25, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Business Acquisitions by Acquisition, Contingent Consideration [Table Text Block] | A summary of earn-out liabilities by classification follows: Balance at October 25, 2015 Balance at January 25, 2015 (in thousands) Cycleo Triune Total Cycleo Triune Total Compensation expense $ 3,558 $ 76 $ 3,634 $ 140 $ — $ 140 Not conditional upon continued employment 1,457 2,744 4,201 1,619 — 1,619 Interest expense 300 — 300 12 — 12 Total liability $ 5,315 $ 2,820 $ 8,135 $ 1,771 $ — $ 1,771 Amount expected to be settled within 12 months $ 1,684 $ — $ 1,684 $ — $ — $ — |
Concentration of Risk (Tables)
Concentration of Risk (Tables) - Customer Concentration Risk [Member] | 9 Months Ended |
Oct. 25, 2015 | |
Sales Revenue, Goods, Net [Member] | |
Concentration Risk [Line Items] | |
Schedule Of Significant Customers Accounting For At Least 10% Of Net Sales or Receivables | The following significant customer accounted for at least 10% of net sales in one or more of the periods indicated: Three Months Ended Nine Months Ended (percentage of net sales) October 25, 2015 October 26, 2014 October 25, 2015 October 26, 2014 Samsung Electronics (and affiliates) 7 % 10 % 7 % 11 % |
Accounts Receivable [Member] | |
Concentration Risk [Line Items] | |
Schedule Of Significant Customers Accounting For At Least 10% Of Net Sales or Receivables | The following table shows the customer that has an outstanding receivable balance that represents at least 10% of total net receivables as of one or more of the dates indicated: Balance as of (percentage of net accounts receivable) October 25, 2015 January 25, 2015 Samsung Electronics (and affiliates) 5 % 12 % |
Segment Information (Tables)
Segment Information (Tables) | 9 Months Ended |
Oct. 25, 2015 | |
Segment Reporting Information [Line Items] | |
Net Sales by Segment | Net sales by segment are as follows: Three Months Ended Nine Months Ended (in thousands) October 25, 2015 October 26, 2014 October 25, 2015 October 26, 2014 Semiconductor Products Group $ 115,795 $ 148,435 $ 369,690 $ 425,630 All others 15 455 1,920 1,861 Total $ 115,810 $ 148,890 $ 371,610 $ 427,491 |
Income (loss) by Segment and Reconciliation to Consolidated Operating Income | Income by segment and reconciliation to consolidated operating income: Three Months Ended Nine Months Ended (in thousands) October 25, 2015 October 26, 2014 October 25, 2015 October 26, 2014 Semiconductor Products Group $ 22,019 $ 39,905 $ 70,054 $ 106,383 All others (1,818 ) (3,185 ) (6,375 ) (7,234 ) Operating Income by segment 20,201 36,720 63,679 99,149 Items to reconcile segment operating income to consolidated income before taxes Intangible amortization and impairments 6,308 6,423 18,648 19,292 Stock-based compensation expense 5,117 7,935 13,397 21,056 Inventory write-down — — — 1,052 Restructuring charges 962 — 4,526 1,001 Changes in the fair value of contingent earn-out obligations (14,186 ) (228 ) (13,618 ) (228 ) Environmental reserve — 235 2,855 235 Other non-segment related expenses 2,792 (769 ) 10,073 (268 ) Amortization of fair value adjustments related to acquired PP&E 310 314 948 993 Interest expense, net 1,964 1,462 5,698 4,437 Non-operating (income) expense, net 777 (216 ) 1,152 407 Income before taxes $ 16,157 $ 21,564 $ 20,000 $ 51,172 |
Net Sales Activity By Product Line | Information by Product Line The Company operates exclusively in the semiconductor industry and primarily within the analog and mixed-signal sector. The table below provides net sales activity by product line on a comparative basis for all periods. Three Months Ended Nine Months Ended (in thousands, except percentages) October 25, 2015 October 26, 2014 October 25, 2015 October 26, 2014 Signal Integrity $ 52,449 45 % $ 56,345 38 % $ 165,780 45 % $ 167,856 39 % Protection 33,225 29 % 52,858 35 % 105,339 28 % 150,435 36 % Wireless, Sensing and Timing 16,567 14 % 22,683 15 % 54,898 15 % 60,824 14 % Power and High-Reliability 13,554 12 % 16,549 11 % 43,673 12 % 46,515 11 % Systems Innovation 15 — % 455 1 % 1,920 — % 1,861 — % Total net sales $ 115,810 100 % $ 148,890 100 % $ 371,610 100 % $ 427,491 100 % |
Net Sales Activity By Geographic Region | Net sales activity by geographic region is as follows: Three Months Ended Nine Months Ended October 25, 2015 October 26, 2014 October 25, 2015 October 26, 2014 Asia-Pacific 70 % 72 % 72 % 74 % North America 20 % 18 % 18 % 15 % Europe 10 % 10 % 10 % 11 % 100 % 100 % 100 % 100 % |
Income (Loss) From Continuing Operations Before Income Taxes | Income (loss) from continuing operations before income taxes is as follows: Three Months Ended Nine Months Ended (in thousands) October 25, 2015 October 26, 2014 October 25, 2015 October 26, 2014 Domestic $ 21,146 $ (2,858 ) $ 3,785 $ (13,997 ) Foreign (4,989 ) 24,422 16,215 65,169 Total $ 16,157 $ 21,564 $ 20,000 $ 51,172 |
Geographic Concentration Risk [Member] | Sales Revenue, Goods, Net [Member] | |
Segment Reporting Information [Line Items] | |
Summary Of Sales Activity To Countries That Represented Greater Than 10% Of Total Net Sales | The table below summarizes sales activity to countries that represented greater than 10% of total net sales for one or more of the periods presented: Three Months Ended Nine Months Ended (percentage of total sales) October 25, 2015 October 26, 2014 October 25, 2015 October 26, 2014 China (including Hong Kong) 45 % 41 % 44 % 37 % United States 14 % 10 % 12 % 12 % Japan 9 % 10 % 9 % 11 % |
Restructuring (Tables)
Restructuring (Tables) | 9 Months Ended |
Oct. 25, 2015 | |
Restructuring and Related Activities [Abstract] | |
Schedule of Restructuring Reserve by Type of Cost | The following table summarizes the restructuring activity for the nine months ended October 25, 2015 : (in thousands) One-time employee termination benefits Balance at January 25, 2015 $ 282 Charges 4,526 Cash payments (3,601 ) Balance at October 25, 2015 $ 1,207 |
Organization and Basis of Pre36
Organization and Basis of Presentation (Fiscal Year) (Details) | 3 Months Ended | 9 Months Ended | |
Oct. 25, 2015weeks | Oct. 26, 2014weeks | Oct. 25, 2015weeksweek | |
52 Week Fiscal Year [Member] | |||
Organization And Basis Of Presentation [Line Items] | |||
Number of weeks in the fiscal year reporting period | 52 | ||
Number of weeks in a quarter for 52 week fiscal period | 13 | 13 | 13 |
53 Week Fiscal Year [Member] | |||
Organization And Basis Of Presentation [Line Items] | |||
Number of weeks in the fiscal year reporting period | 53 | ||
Number of weeks in the 4th quarter for 53 week fiscal period | week | 14 |
Organization and Basis of Pre37
Organization and Basis of Presentation (Segment Information) (Details) | 9 Months Ended |
Oct. 25, 2015reportable_segmentoperating_segment | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Number of operating segments | operating_segment | 5 |
Number of operating segments that aggregate into one reportable segment | 4 |
Number of reportable segments | 1 |
Acquisitions (Details)
Acquisitions (Details) - USD ($) $ in Thousands | Mar. 04, 2015 | Jan. 13, 2015 | Sep. 30, 2015 | Jul. 26, 2015 | Oct. 25, 2015 | Oct. 26, 2014 | Jan. 25, 2015 |
Business Acquisition [Line Items] | |||||||
Effective date of acquisition | Mar. 4, 2015 | Jan. 13, 2015 | |||||
Name of acquired entity | Triune Systems, L.L.C. | EnVerv | |||||
Borrowings under line of credit | $ 35,000 | $ 35,000 | $ 0 | ||||
Goodwill | 329,703 | $ 280,319 | |||||
Triune Systems [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Purchase price | 45,000 | ||||||
Cash paid to to acquire business | 35,000 | $ 9,500 | |||||
Additional cash consideration | $ 10,000 | 500 | |||||
Goodwill | $ 49,400 | ||||||
Triune Systems [Member] | Core Technologies [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Acquisition consideration allocated to finite-lived intangible assets | 10,000 | ||||||
Triune Systems [Member] | Customer Relationships [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Acquisition consideration allocated to finite-lived intangible assets | $ 2,000 | ||||||
Triune Systems [Member] | Earn-out Payable Within First Three Fiscal Years Of Acquisition Date [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Period over which contingent consideration will be paid | 3 years | ||||||
Potential payments under earn-out arrangements, high estimate | $ 70,000 | ||||||
Triune Systems [Member] | Additional Earn-out Payable After Third Fiscal Year From Acquisition Date [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Potential payments under earn-out arrangements, high estimate | $ 16,000 | ||||||
EnVery [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Cash paid to to acquire business | $ 4,900 | ||||||
Goodwill | 3,400 | ||||||
EnVery [Member] | Core Technologies [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Acquisition consideration allocated to finite-lived intangible assets | $ 1,400 |
Earnings Per Share - Computatio
Earnings Per Share - Computation Of Basic And Diluted Earnings Per Common Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Oct. 25, 2015 | Oct. 26, 2014 | Oct. 25, 2015 | Oct. 26, 2014 | |
Earnings Per Share [Abstract] | ||||
Net income | $ 10,704 | $ 17,623 | $ 10,250 | $ 43,388 |
Weighted average common shares outstanding - basic | 65,117 | 67,162 | 65,920 | 67,223 |
Dilutive effect of options and restricted stock units | 100 | 492 | 331 | 568 |
Weighted average common shares outstanding - diluted | 65,217 | 67,654 | 66,251 | 67,791 |
Basic earnings (in dollars per share) | $ 0.16 | $ 0.26 | $ 0.16 | $ 0.65 |
Diluted earnings per common share | $ 0.16 | $ 0.26 | $ 0.15 | $ 0.64 |
Anti-dilutive shares not included in the above calculations | 3,728 | 1,951 | 2,392 | 1,710 |
Stock-Based Compensation - Narr
Stock-Based Compensation - Narrative (Details) - USD ($) $ / shares in Units, $ in Millions | Feb. 26, 2014 | Oct. 25, 2015 |
Minimum [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Potential per share consideration due upon change in control | $ 40 | |
Stock options [Member] | Minimum [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Vesting period | 3 years | |
Stock options [Member] | Maximum [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Vesting period | 4 years | |
Performance shares [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Weighted average grant date fair value | $ 28.60 | |
Market Performance Units, Tranche 1 [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Weighted average grant date fair value | $ 17.26 | |
Market Performance Units, Tranche 2 [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Weighted average grant date fair value | $ 14.88 | |
Market performance shares [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Weighted average grant date fair value | $ 0 | |
Employee restricted stock unit awards [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Vesting period | 4 years | |
Weighted average grant date fair value | $ 21.02 | |
Subject To Share Settlement [Member] | Non-employee director stock unit awards [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Vesting period | 1 year | |
Weighted average grant date fair value | $ 19.70 | |
Subject To Cash Settlement [Member] | Non-employee director stock unit awards [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Weighted average grant date fair value | $ 19.70 | |
Vested but unsettled stock units | 175,132 | |
Individuals Not Associated With EnVery Transaction [Member] | Performance shares [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Vesting period | 3 years | |
Performance condition, highest potential performance level | 200.00% | |
Maximum number of shares which would be settled in shares | 525,032 | |
Maximum number of shares which would be settled in cash | 525,032 | |
Target performance metrics for performance unit awards, fiscal year 2016 | 58.00% | |
Target performance metrics for performance unit awards, fiscal year 2015 | 0.00% | |
Target performance metrics for performance unit awards, fiscal year 2014 | 0.00% | |
Individuals Associated With EnVery Transaction [Member] | Performance shares [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Vesting period | 4 years | |
Performance condition, highest potential performance level | 100.00% | |
Maximum number of shares which would be settled in shares | 36,000 | |
Award vesting percentage | 25.00% | |
Number of shares to be issued for current fiscal year grants | 0 | |
CEO [Member] | Market Performance Units, Tranche 1 [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Award vesting percentage | 30.00% | |
Award performance period | 120 days | |
CEO [Member] | Market Performance Units, Tranche 1 [Member] | Minimum [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Average per share closing price used to determine vesting rights (in dollars per share) | $ 35 | |
CEO [Member] | Market Performance Units, Tranche 2 [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Award performance period | 120 days | |
CEO [Member] | Market Performance Units, Tranche 2 [Member] | Minimum [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Average per share closing price used to determine vesting rights (in dollars per share) | $ 40 | |
Other Long-term Liabilities [Member] | Subject To Cash Settlement [Member] | Non-employee director stock unit awards [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based compensation liability, long-term | $ 1.9 |
Stock-Based Compensation - Allo
Stock-Based Compensation - Allocation of Stock-Based Compensation (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Oct. 25, 2015 | Oct. 26, 2014 | Oct. 25, 2015 | Oct. 26, 2014 | |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||
Allocated Share-based Compensation Expense | $ 5,117 | $ 7,935 | $ 13,397 | $ 21,056 |
Inventories [Member] | ||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||
Net change in stock-based compensation capitalized into inventory | (233) | 121 | 45 | 148 |
Cost of Sales [Member] | ||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||
Allocated Share-based Compensation Expense | 197 | 391 | 1,071 | 1,109 |
Selling, General and Administrative Expenses [Member] | ||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||
Allocated Share-based Compensation Expense | 2,933 | 4,620 | 6,006 | 12,132 |
Product Development And Engineering [Member] | ||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||
Allocated Share-based Compensation Expense | $ 1,987 | $ 2,924 | $ 6,320 | $ 7,815 |
Stock-Based Compensation - Summ
Stock-Based Compensation - Summary of Fair Value Assumptions (Details) - Stock options [Member] - $ / shares | 3 Months Ended | 9 Months Ended | ||
Oct. 25, 2015 | Oct. 26, 2014 | Oct. 25, 2015 | Oct. 26, 2014 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Expected lives | 4 years 2 months | 4 years 4 months | ||
Estimated volatility | 32.00% | 33.00% | ||
Estimated volatility, minimum | 29.00% | 33.00% | ||
Estimated volatility, maximum | 32.00% | 34.00% | ||
Dividend yield | 0.00% | 0.00% | 0.00% | 0.00% |
Risk-free interest rate | 1.30% | 1.30% | ||
Risk-free interest rate, minimum | 1.24% | 0.74% | ||
Risk-free interest rate, maximum | 1.29% | 1.43% | ||
Weighted average fair value on grant date | $ 4.80 | $ 6.72 | $ 6.09 | $ 7.09 |
Minimum [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Expected lives | 4 years 2 months | 3 years | ||
Maximum [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Expected lives | 4 years 4 months | 4 years 5 months |
Stock-Based Compensation - Su43
Stock-Based Compensation - Summary of the Activity for Stock Option Awards (Details) - Stock options [Member] $ / shares in Units, shares in Thousands, $ in Thousands | 9 Months Ended |
Oct. 25, 2015USD ($)$ / sharesshares | |
Number of Shares | |
Beginning balance (in shares) | 1,763 |
Options granted (in shares) | 359 |
Options exercised (in shares) | (252) |
Options cancelled/forfeited (in shares) | (209) |
Ending balance (in shares) | 1,661 |
Exercisable at end of period (in shares) | 872 |
Weighted Average Exercise Price (per share) | |
Beginning balance (in dollars per share) | $ / shares | $ 23.70 |
Options granted (in dollars per share) | $ / shares | 22.79 |
Options exercised (in dollars per share) | $ / shares | 15.97 |
Options cancelled/forfeited (in dollars per share) | $ / shares | 23.98 |
Ending balance (in dollars per share) | $ / shares | 24.64 |
Exercisable at end of period (in dollars per share) | $ / shares | $ 24.28 |
Aggregate Intrinsic Value | |
Beginning balance | $ | $ 7,722 |
Options exercised | $ | 1,640 |
Ending balance | $ | 391 |
Exercisable at end of period | $ | 286 |
Aggregate Unrecognized Compensation | |
Beginning balance | $ | 4,688 |
Ending balance | $ | $ 4,418 |
Number of Shares Exercisable | |
Exercisable at beginning of period (in shares) | 986 |
Exercisable at end of period (in shares) | 872 |
Weighted Average Contractual Term (in years) | |
Exercisable at end of period | 2 years 6 months |
Stock-Based Compensation - Su44
Stock-Based Compensation - Summary of the Activity for Performance Unit Awards (Details) - Performance shares [Member] - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 9 Months Ended | 12 Months Ended |
Oct. 25, 2015 | Jan. 25, 2015 | |
Units | ||
Beginning balance (in shares) | 426 | |
Performance units granted (in shares) | 235 | |
Performance units vested (in shares) | 0 | |
Performance units cancelled/forfeited (in shares) | (101) | |
Ending balance (in shares) | 560 | 426 |
Weighted Average Grant Date Fair Value (per share) | ||
Beginning balance (in dollars per share) | $ 27.17 | |
Stock units granted (in dollars per share) | 28.60 | |
Performance units vested (in dollars per share) | 0 | |
Performance units forfeited (in dollars per share) | 27.75 | |
Ending balance (in dollars per share) | $ 27.67 | $ 27.17 |
Aggregate Unrecognized Compensation | ||
Beginning balance | $ 6,164 | |
Ending balance | $ 2,320 | $ 6,164 |
Weighted Average Period Over Which Expected to be Recognized (in years) | ||
Weighted average period over which expected to be recognized | 1 year 5 months | 1 year 7 months |
Subject To Share Settlement [Member] | ||
Units | ||
Beginning balance (in shares) | 211 | |
Performance units granted (in shares) | 145 | |
Performance units vested (in shares) | 0 | |
Performance units cancelled/forfeited (in shares) | (59) | |
Ending balance (in shares) | 297 | 211 |
Subject To Cash Settlement [Member] | ||
Units | ||
Beginning balance (in shares) | 215 | |
Performance units granted (in shares) | 90 | |
Performance units vested (in shares) | 0 | |
Performance units cancelled/forfeited (in shares) | (42) | |
Ending balance (in shares) | 263 | 215 |
Recorded Liability | ||
Beginning balance | $ 1,891 | |
Change in liability | (1,717) | |
Ending balance | $ 174 | $ 1,891 |
Stock-Based Compensation - Su45
Stock-Based Compensation - Summary of the Activity for Market Performance Units Awards (Details) - Market performance shares [Member] - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 9 Months Ended | 12 Months Ended |
Oct. 25, 2015 | Jan. 25, 2015 | |
Units | ||
Beginning balance (in shares) | 220 | |
Performance units granted (in shares) | 0 | |
Performance units vested (in shares) | 0 | |
Performance units cancelled/forfeited (in shares) | 0 | |
Ending balance (in shares) | 220 | 220 |
Weighted Average Grant Date Fair Value (per share) | ||
Beginning balance (in dollars per share) | $ 15.59 | |
Stock units granted (in dollars per share) | 0 | |
Performance units vested (in dollars per share) | 0 | |
Performance units forfeited (in dollars per share) | 0 | |
Ending balance (in dollars per share) | $ 15.59 | $ 15.59 |
Aggregate Unrecognized Compensation | ||
Beginning balance | $ 0 | |
Ending balance | $ 442 | $ 0 |
Weighted Average Period Over Which Expected to be Recognized (in years) | ||
Weighted average period over which expected to be recognized | 6 months | 1 year 2 months |
Stock-Based Compensation - Su46
Stock-Based Compensation - Summary of the Activity for Employee Stock Unit Awards (Details) - Employee restricted stock unit awards [Member] - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 9 Months Ended | 12 Months Ended | |
Oct. 25, 2015 | Jan. 25, 2015 | ||
Number of Units | |||
Beginning balance (in shares) | 2,138 | ||
Stock units granted (in shares) | 952 | ||
Stock units vested (in shares) | (674) | ||
Stock units forfeited (in shares) | (344) | ||
Ending balance (in shares) | 2,072 | 2,138 | |
Weighted Averaged Grant Date Fair Value (per unit) | |||
Beginning balance (in dollars per share) | $ 26.43 | ||
Stock units granted (in dollars per share) | 21.02 | ||
Stock units vested (in dollars per share) | 26.23 | ||
Stock units forfeited (in dollars per share) | 25.82 | ||
Ending balance (in dollars per share) | $ 24.11 | $ 26.43 | |
Aggregate Intrinsic Value | |||
Aggregate intrinsic value of stock units vested | [1] | $ 15,051 | |
Aggregate Unrecognized Compensation | |||
Beginning balance | 44,506 | ||
Ending balance | $ 40,678 | $ 44,506 | |
Weighted Average Period Over Which Expected to be Recognized (in years) | |||
Weighted average period over which expected to be recognized | 2 years 7 months | 2 years 5 months | |
[1] | Reflects the value of Semtech Corporation stock on the date that the restricted stock unit vested. |
Stock-Based Compensation - Su47
Stock-Based Compensation - Summary of the Activity For Cash Settled Non-Employee Directors Stock Unit Awards (Details) - Subject To Cash Settlement [Member] - Non-employee director stock unit awards [Member] - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 9 Months Ended | 12 Months Ended |
Oct. 25, 2015 | Jan. 25, 2015 | |
Number of Units | ||
Beginning balance (in shares) | 24 | |
Stock units granted (in shares) | 28 | |
Stock units vested (in shares) | (24) | |
Stock units forfeited (in shares) | 0 | |
Ending balance (in shares) | 28 | 24 |
Recorded Liability | ||
Beginning balance | $ 5,214 | |
Change in liability | (1,939) | |
Ending balance | $ 3,275 | $ 5,214 |
Weighted Averaged Grant Date Fair Value (per unit) | ||
Beginning balance (in dollars per share) | $ 26.59 | |
Stock units granted (in dollars per share) | 19.70 | |
Stock units vested (in dollars per share) | 26.59 | |
Stock units forfeited (in dollars per share) | 0 | |
Ending balance (in dollars per share) | $ 19.70 | $ 26.59 |
Aggregate Unrecognized Compensation | ||
Beginning balance | $ 275 | |
Ending balance | $ 336 | $ 275 |
Period Over Which Expected to be Recognized (in years) | ||
Weighted average period over which expected to be recognized | 7 months | 5 months |
Stock-Based Compensation - Su48
Stock-Based Compensation - Summary of Activity For Stock Settled Non-Employee Directors Stock Unit Awards (Details) - Subject To Share Settlement [Member] - Non-employee director stock unit awards [Member] - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 9 Months Ended | 12 Months Ended | |
Oct. 25, 2015 | Jan. 25, 2015 | ||
Number of Units | |||
Beginning balance (in shares) | 0 | ||
Stock units granted (in shares) | 24 | ||
Stock units vested (in shares) | 0 | ||
Stock units forfeited (in shares) | 0 | ||
Ending balance (in shares) | 24 | 0 | |
Weighted Averaged Grant Date Fair Value (per unit) | |||
Beginning balance (in dollars per share) | $ 0 | ||
Stock units granted (in dollars per share) | 19.70 | ||
Ending balance (in dollars per share) | $ 19.70 | $ 0 | |
Aggregate Intrinsic Value | |||
Aggregate intrinsic value of stock units vested | [1] | $ 0 | |
Aggregate Unrecognized Compensation | |||
Beginning balance | 0 | ||
Ending balance | $ 320 | $ 0 | |
Period Over Which Expected to be Recognized (in years) | |||
Weighted average period over which expected to be recognized | 7 months | 0 months | |
[1] | There was no vesting during the reported period. This value would typically represent the value of Semtech Corporation stock on the date that the restricted stock unit vested. |
Investments - Narrative (Detail
Investments - Narrative (Details) | 9 Months Ended |
Oct. 25, 2015 | |
Minimum [Member] | |
Investment [Line Items] | |
Investment maturity period | 3 months |
Short-term Investments [Member] | Minimum [Member] | |
Investment [Line Items] | |
Investment maturity period | 3 months |
Short-term Investments [Member] | Maximum [Member] | |
Investment [Line Items] | |
Investment maturity period | 12 months |
Other Long-term Investments [Member] | Minimum [Member] | |
Investment [Line Items] | |
Investment maturity period | 12 months |
Investments - Summary Of Invest
Investments - Summary Of Investments (Details) - USD ($) $ in Thousands | Oct. 25, 2015 | Jan. 25, 2015 |
Investment [Line Items] | ||
Available-for-sale securities, market value | $ 16,860 | $ 23,271 |
Available-for-sale investments, adjusted cost | 16,860 | 23,271 |
Available-for-sale investments, gross unrealized gain | 0 | 0 |
Cash Equivalents [Member] | ||
Investment [Line Items] | ||
Available-for-sale securities, market value | 16,860 | 23,271 |
Available-for-sale investments, adjusted cost | 16,860 | 23,271 |
Available-for-sale investments, gross unrealized gain | $ 0 | $ 0 |
Investments - Schedule Of Inves
Investments - Schedule Of Investments, Classified By Maturity Period (Details) - USD ($) $ in Thousands | Oct. 25, 2015 | Jan. 25, 2015 |
Investment [Line Items] | ||
Available-for-sale securities, market value | $ 16,860 | $ 23,271 |
Available-for-sale investments, adjusted cost | 16,860 | 23,271 |
Within 1 Year [Member] | ||
Investment [Line Items] | ||
Available-for-sale securities, market value | 16,860 | 23,271 |
Available-for-sale investments, adjusted cost | 16,860 | 23,271 |
After 1 Year Through 5 Years [Member] | ||
Investment [Line Items] | ||
Available-for-sale securities, market value | 0 | 0 |
Available-for-sale investments, adjusted cost | $ 0 | $ 0 |
Investments - Summary Of Unreal
Investments - Summary Of Unrealized Gains (Losses) On Investments (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Oct. 25, 2015 | Oct. 26, 2014 | Oct. 25, 2015 | Oct. 26, 2014 | |
Investments [Abstract] | ||||
Unrealized gain, net of tax | $ 129 | $ 0 | $ 266 | $ 0 |
Increase to deferred tax liability | $ 74 | $ 0 | $ 172 | $ 0 |
Investments - Schedule Of Inter
Investments - Schedule Of Interest Income Generated From Investments (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Oct. 25, 2015 | Oct. 26, 2014 | Oct. 25, 2015 | Oct. 26, 2014 | |
Investments [Abstract] | ||||
Interest income | $ 1,195 | $ 13 | $ 9,431 | $ 33 |
Fair Value Measurements - Narra
Fair Value Measurements - Narrative (Details) - USD ($) $ in Millions | Mar. 04, 2015 | Oct. 25, 2015 | Jan. 25, 2015 |
Term Loans [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Fair value of debt | $ 81.8 | $ 95.9 | |
Revolving Commitments [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Fair value of debt | $ 181 | $ 158 | |
Cycleo [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Period over which contingent consideration will be paid | 5 years | ||
Earn-out Payable Within First Three Fiscal Years Of Acquisition Date [Member] | Triune Systems [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Period over which contingent consideration will be paid | 3 years |
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 | Oct. 25, 2015 | Jan. 25, 2015 |
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items] | ||
Available-for-sale securities | $ 16,860 | $ 23,271 |
Interest rate cap | 0 | 33 |
Total financial assets | 16,860 | 23,304 |
Total financial liabilities | 4,201 | 1,619 |
Level 1 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items] | ||
Available-for-sale securities | 16,860 | 23,271 |
Interest rate cap | 0 | 0 |
Total financial assets | 16,860 | 23,271 |
Total financial liabilities | 0 | 0 |
Level 2 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items] | ||
Available-for-sale securities | 0 | 0 |
Interest rate cap | 0 | 33 |
Total financial assets | 0 | 33 |
Total financial liabilities | 0 | 0 |
Level 3 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items] | ||
Available-for-sale securities | 0 | 0 |
Interest rate cap | 0 | 0 |
Total financial assets | 0 | 0 |
Total financial liabilities | 4,201 | 1,619 |
Cash Equivalents [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items] | ||
Available-for-sale securities | 16,860 | 23,271 |
Cash Equivalents [Member] | Level 1 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items] | ||
Available-for-sale securities | 16,860 | 23,271 |
Cash Equivalents [Member] | Level 2 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items] | ||
Available-for-sale securities | 0 | 0 |
Cash Equivalents [Member] | Level 3 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items] | ||
Available-for-sale securities | 0 | 0 |
Triune Systems [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items] | ||
Earn-out liability | 2,744 | 0 |
Triune Systems [Member] | Level 1 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items] | ||
Earn-out liability | 0 | 0 |
Triune Systems [Member] | Level 2 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items] | ||
Earn-out liability | 0 | 0 |
Triune Systems [Member] | Level 3 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items] | ||
Earn-out liability | 2,744 | 0 |
Cycleo [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items] | ||
Earn-out liability | 1,457 | 1,619 |
Cycleo [Member] | Level 1 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items] | ||
Earn-out liability | 0 | 0 |
Cycleo [Member] | Level 2 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items] | ||
Earn-out liability | 0 | 0 |
Cycleo [Member] | Level 3 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items] | ||
Earn-out liability | $ 1,457 | $ 1,619 |
Fair Value Measurements - Level
Fair Value Measurements - Level 3 Reconciliation of the Earn-out Liability (Details) $ in Thousands | 9 Months Ended |
Oct. 25, 2015USD ($) | |
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Beginning balance | $ 1,619 |
Additions to earn-out obligations | 16,200 |
Changes in the fair value of contingent earn-out obligations | (13,618) |
Ending balance | 4,201 |
Cycleo [Member] | |
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Beginning balance | 1,619 |
Additions to earn-out obligations | 0 |
Changes in the fair value of contingent earn-out obligations | (162) |
Ending balance | 1,457 |
Triune Systems [Member] | |
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Beginning balance | 0 |
Additions to earn-out obligations | 16,200 |
Changes in the fair value of contingent earn-out obligations | (13,456) |
Ending balance | $ 2,744 |
Fair Value Measurements - Fin57
Fair Value Measurements - Financial Assets and Liabilities Measured and Recorded at Fair Value on a Recurring Basis by Balance Sheet Line (Details) - USD ($) $ in Thousands | Oct. 25, 2015 | Jan. 25, 2015 |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Available-for-sale securities | $ 16,860 | $ 23,271 |
Other assets | 0 | 33 |
Total financial assets | 16,860 | 23,304 |
Total financial liabilities | 4,201 | 1,619 |
Level 1 [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Available-for-sale securities | 16,860 | 23,271 |
Other assets | 0 | 0 |
Total financial assets | 16,860 | 23,271 |
Total financial liabilities | 0 | 0 |
Level 2 [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Available-for-sale securities | 0 | 0 |
Other assets | 0 | 33 |
Total financial assets | 0 | 33 |
Total financial liabilities | 0 | 0 |
Level 3 [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Available-for-sale securities | 0 | 0 |
Other assets | 0 | 0 |
Total financial assets | 0 | 0 |
Total financial liabilities | 4,201 | 1,619 |
Cash Equivalents [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Available-for-sale securities | 16,860 | 23,271 |
Cash Equivalents [Member] | Level 1 [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Available-for-sale securities | 16,860 | 23,271 |
Cash Equivalents [Member] | Level 2 [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Available-for-sale securities | 0 | 0 |
Cash Equivalents [Member] | Level 3 [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Available-for-sale securities | 0 | 0 |
Triune Systems [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Earn-out liability | 2,744 | 0 |
Triune Systems [Member] | Level 1 [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Earn-out liability | 0 | 0 |
Triune Systems [Member] | Level 2 [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Earn-out liability | 0 | 0 |
Triune Systems [Member] | Level 3 [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Earn-out liability | 2,744 | 0 |
Cycleo [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Earn-out liability | 1,457 | 1,619 |
Cycleo [Member] | Level 1 [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Earn-out liability | 0 | 0 |
Cycleo [Member] | Level 2 [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Earn-out liability | 0 | 0 |
Cycleo [Member] | Level 3 [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Earn-out liability | $ 1,457 | $ 1,619 |
Inventories - Summary of Invent
Inventories - Summary of Inventories (Details) - USD ($) $ in Thousands | Oct. 25, 2015 | Jan. 25, 2015 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 2,178 | $ 1,624 |
Work in progress | 47,895 | 36,759 |
Finished goods | 21,477 | 35,285 |
Inventories | $ 71,550 | $ 73,668 |
Goodwill and Intangible Asset59
Goodwill and Intangible Assets - Narrative (Details) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Oct. 25, 2015USD ($) | Oct. 26, 2014USD ($) | Oct. 25, 2015USD ($)reporting_unit | Oct. 26, 2014USD ($) | Jan. 25, 2015USD ($) | |
Goodwill and Intangible Assets Disclosure [Abstract] | |||||
Number of reporting units | reporting_unit | 3 | ||||
Amortization expense related to finite-lived intangible assets | $ 6,308 | $ 6,423 | $ 18,648 | $ 19,292 | |
Indefinite-lived intangible assets | $ 0 | $ 0 | $ 4,000 |
Goodwill and Intangible Asset60
Goodwill and Intangible Assets - Changes in Carrying Amounts of Goodwill (Details) $ in Thousands | 9 Months Ended |
Oct. 25, 2015USD ($) | |
Goodwill [Roll Forward] | |
Beginning balance | $ 280,319 |
Additions | 49,384 |
Ending balance | 329,703 |
Signal Integrity [Member] | |
Goodwill [Roll Forward] | |
Beginning balance | 261,891 |
Additions | 0 |
Ending balance | 261,891 |
Power and High Reliability [Member] | |
Goodwill [Roll Forward] | |
Beginning balance | 0 |
Additions | 49,384 |
Ending balance | 49,384 |
Wireless, Sensing and Timing [Member] | |
Goodwill [Roll Forward] | |
Beginning balance | 18,428 |
Additions | 0 |
Ending balance | $ 18,428 |
Goodwill and Intangible Asset61
Goodwill and Intangible Assets - Schedule Of Finite-Lived Intangible Assets (Details) - USD ($) $ in Thousands | 9 Months Ended | ||
Oct. 25, 2015 | Jan. 25, 2015 | ||
Finite-Lived Intangible Assets [Line Items] | |||
Gross carrying amount | $ 185,049 | $ 169,048 | |
Accumulated amortization | (90,204) | (71,448) | |
Net carrying amount | 94,845 | 97,600 | |
Core Technologies [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Gross carrying amount | 148,156 | 134,155 | |
Accumulated amortization | (68,648) | (53,286) | |
Net carrying amount | $ 79,508 | 80,869 | |
Core Technologies [Member] | Minimum [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Estimated useful life | 2 years | ||
Core Technologies [Member] | Maximum [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Estimated useful life | 10 years | ||
Customer Relationships [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Gross carrying amount | $ 30,030 | 28,030 | |
Accumulated amortization | (14,747) | (11,480) | |
Net carrying amount | $ 15,283 | 16,550 | |
Customer Relationships [Member] | Minimum [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Estimated useful life | 7 years | ||
Customer Relationships [Member] | Maximum [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Estimated useful life | 10 years | ||
Technology Licenses [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Gross carrying amount | [1] | $ 263 | 263 |
Accumulated amortization | [1] | (209) | (169) |
Net carrying amount | [1] | $ 54 | 94 |
Technology Licenses [Member] | Minimum [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Estimated useful life | 5 years | ||
Technology Licenses [Member] | Maximum [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Estimated useful life | 10 years | ||
Other Intangible Assets [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Gross carrying amount | $ 6,600 | 6,600 | |
Accumulated amortization | (6,600) | (6,513) | |
Net carrying amount | $ 0 | $ 87 | |
Other Intangible Assets [Member] | Minimum [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Estimated useful life | 1 year | ||
Other Intangible Assets [Member] | Maximum [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Estimated useful life | 5 years | ||
[1] | Technology licenses relate to end-license agreements for intellectual property that is used by the Company in research and development activities and also has alternative future uses. Amortization expense related to technology licenses is reported as “Product development and engineering” in the condensed consolidated statements of operations. |
Goodwill and Intangible Asset62
Goodwill and Intangible Assets - Future Amortization Expense For Intangible Assets (Details) - USD ($) $ in Thousands | Oct. 25, 2015 | Jan. 25, 2015 | |
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity [Abstract] | |||
Remaining three months of fiscal year 2016 | $ 6,416 | ||
Fiscal year 2017 | 25,655 | ||
Fiscal year 2018 | 25,613 | ||
Fiscal year 2019 | 22,201 | ||
Fiscal year 2020 | 10,920 | ||
Thereafter | 4,040 | ||
Net carrying amount | 94,845 | $ 97,600 | |
Core Technologies [Member] | |||
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity [Abstract] | |||
Remaining three months of fiscal year 2016 | 5,304 | ||
Fiscal year 2017 | 21,213 | ||
Fiscal year 2018 | 21,213 | ||
Fiscal year 2019 | 17,801 | ||
Fiscal year 2020 | 9,970 | ||
Thereafter | 4,007 | ||
Net carrying amount | 79,508 | 80,869 | |
Customer Relationships [Member] | |||
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity [Abstract] | |||
Remaining three months of fiscal year 2016 | 1,100 | ||
Fiscal year 2017 | 4,400 | ||
Fiscal year 2018 | 4,400 | ||
Fiscal year 2019 | 4,400 | ||
Fiscal year 2020 | 950 | ||
Thereafter | 33 | ||
Net carrying amount | 15,283 | 16,550 | |
Technology Licenses [Member] | |||
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity [Abstract] | |||
Remaining three months of fiscal year 2016 | 12 | ||
Fiscal year 2017 | 42 | ||
Fiscal year 2018 | 0 | ||
Fiscal year 2019 | 0 | ||
Fiscal year 2020 | 0 | ||
Thereafter | 0 | ||
Net carrying amount | [1] | $ 54 | $ 94 |
[1] | Technology licenses relate to end-license agreements for intellectual property that is used by the Company in research and development activities and also has alternative future uses. Amortization expense related to technology licenses is reported as “Product development and engineering” in the condensed consolidated statements of operations. |
Credit Facilities - Narrative (
Credit Facilities - Narrative (Details) | Oct. 23, 2015USD ($) | Mar. 04, 2015USD ($) | May. 02, 2013USD ($) | Oct. 25, 2015USD ($) | Oct. 26, 2014USD ($) |
Facilities, maximum borrowing capacity | $ 400,000,000 | ||||
Facilities, amount outstanding | 326,600,000 | ||||
Facilities, debt discount | 1,400,000 | ||||
Prior credit facilities, repayment of outstanding obligations | $ 327,500,000 | ||||
Borrowings under line of credit | $ 35,000,000 | $ 35,000,000 | $ 0 | ||
Minimum [Member] | |||||
Interest coverage ratio | 3.50 | ||||
Maximum [Member] | |||||
Total leverage ratio | 3 | ||||
Base Rate [Member] | |||||
Description of variable rate basis | the highest of (a) the prime rate (as published by The Wall Street Journal), (b) ½ of 1% above the federal funds effective rate or (c) one-month LIBOR (determined with respect to deposits in U.S. Dollars) plus 1%. | ||||
Base Rate [Member] | Minimum [Member] | |||||
Basis spread on variable rate | 0.25% | ||||
Base Rate [Member] | Maximum [Member] | |||||
Basis spread on variable rate | 1.25% | ||||
LIBOR [Member] | |||||
Basis spread on variable rate | 1.00% | ||||
LIBOR [Member] | Minimum [Member] | |||||
Basis spread on variable rate | 1.25% | ||||
LIBOR [Member] | Maximum [Member] | |||||
Basis spread on variable rate | 2.25% | ||||
Federal Funds [Member] | |||||
Basis spread on variable rate | 1.00% | ||||
CDOR [Member] | |||||
Description of variable rate basis | the sum of: (a) the rate determined by Administrative Agent with reference to the arithmetic average of the discount rate quotations of all institutions listed for CAD Dollar-denominated bankers’ acceptances displayed and identified on the “Reuters Screen CDOR Page” and (b) 0.10% per annum | ||||
Basis spread on variable rate | 0.10% | ||||
CDOR [Member] | Minimum [Member] | |||||
Basis spread on variable rate | 1.25% | ||||
CDOR [Member] | Maximum [Member] | |||||
Basis spread on variable rate | 2.25% | ||||
Term Loans [Member] | |||||
Facilities, maximum borrowing capacity | $ 150,000,000 | ||||
Facilities, amount outstanding | 149,300,000 | $ 81,800,000 | |||
Facilities, Interest rate at period end | 2.07% | ||||
Principal payments remaining in fiscal year 2016 | $ 4,700,000 | ||||
Principal payments in fiscal year 2017 | 18,800,000 | ||||
Principal payments in fiscal year 2018 | 24,400,000 | ||||
Repayments of debt | $ 12,000,000 | ||||
Revolving Commitments [Member] | |||||
Facilities, maximum borrowing capacity | 250,000,000 | ||||
Facilities, amount outstanding | $ 177,300,000 | $ 181,000,000 | |||
Facilities, Interest rate at period end | 2.07% | ||||
Revolving Commitments [Member] | Minimum [Member] | |||||
Facilities, unused capacity, commitment fee percentage | 0.20% | ||||
Revolving Commitments [Member] | Maximum [Member] | |||||
Facilities, unused capacity, commitment fee percentage | 0.45% | ||||
Letter of Credit [Member] | |||||
Facilities, maximum borrowing capacity | $ 40,000,000 | ||||
Facilities, amount outstanding | $ 0 | ||||
Swingline Loans [Member] | |||||
Facilities, maximum borrowing capacity | 25,000,000 | ||||
Facilities, amount outstanding | 0 | ||||
Additional Term Loan or Increase in Revolver [Member] | |||||
Facilities, maximum borrowing capacity | $ 100,000,000 | ||||
Alternative Currencies, Except Canadian [Member] | |||||
Description of variable rate basis | a rate per annum equal to LIBOR (determined with respect to deposits in the applicable Alternative Currency) for an interest period to be selected by Semtech plus a margin ranging from 1.25% to 2.25% depending upon Semtech’s consolidated leverage ratio. | ||||
Alternative Currencies Line of Credit [Member] | |||||
Facilities, maximum borrowing capacity | $ 40,000,000 | ||||
Facilities, amount outstanding | 0 | ||||
United States of America, Dollars | |||||
Description of variable rate basis | (1) the Base Rate plus a margin ranging from 0.25% to 1.25% depending upon Semtech’s consolidated leverage ratio or (2) LIBOR (determined with respect to deposits in U.S. Dollars) for an interest period to be selected by Semtech plus a margin ranging from 1.25% to 2.25% depending upon Semtech’s consolidated leverage ratio. | ||||
Canada, Dollars | |||||
Description of variable rate basis | a rate per annum equal to the CDOR Rate for an interest period to be selected by Semtech plus a margin ranging from 1.25% to 2.25% depending upon Semtech’s consolidated leverage ratio. | ||||
Through second quarter of fiscal year 2018 [Domain] | Term Loans [Member] | |||||
Facilities, required quarterly principal payment | 4,700,000 | ||||
Beginning third quarter of fiscal year 2018 [Domain] | Term Loans [Member] | |||||
Facilities, required quarterly principal payment | $ 7,500,000 |
Income Taxes - Narrative (Detai
Income Taxes - Narrative (Details) - USD ($) | 9 Months Ended | |
Oct. 25, 2015 | Jan. 25, 2015 | |
Income Tax Disclosure [Abstract] | ||
Statutory federal income tax rate | 35.00% | |
Percentage of uncertain tax positions evaluating criteria | 50.00% | |
Gross unrecognized tax benefit before federal impact of state items | $ 10,500,000 | $ 9,900,000 |
Net tax benefits, if recognized, would impact the effective tax rate | 8,400,000 | 7,800,000 |
Unrecognized tax benefits, interest and penalties | $ 293,000 | $ 293,000 |
Income Taxes - Summary of Incom
Income Taxes - Summary of Income Tax Contingencies (Details) $ in Thousands | 9 Months Ended |
Oct. 25, 2015USD ($) | |
Income Tax Contingency [Line Items] | |
Beginning balance | $ 7,774 |
Additions based on tax positions related to the current year | 1,343 |
Reductions for tax positions of prior years, net | (439) |
Reductions for settlements with tax authorities | (324) |
Ending balance | $ 8,354 |
Income Taxes - Liability For Un
Income Taxes - Liability For Uncertain Tax Positions (Details) - USD ($) $ in Thousands | Oct. 25, 2015 | Jan. 25, 2015 |
Income Tax Contingency [Line Items] | ||
Total accrued taxes | $ 8,354 | $ 7,774 |
Non-current deferred tax asset [Member] | ||
Income Tax Contingency [Line Items] | ||
Other long-term liabilities | 8,354 | 7,522 |
Other liabilities [Member] | ||
Income Tax Contingency [Line Items] | ||
Other long-term liabilities | $ 0 | $ 252 |
Commitments and Contingencies -
Commitments and Contingencies - Narrative (Details) - USD ($) $ in Thousands | Dec. 17, 2014 | Nov. 13, 2014 | Oct. 25, 2015 | Jul. 26, 2015 | Mar. 04, 2015 | Jan. 25, 2015 |
Loss Contingencies [Line Items] | ||||||
Earn-out liability booked | $ 8,135 | $ 1,771 | ||||
Amount expected to be settled within twelve months | 1,684 | 0 | ||||
Cycleo [Member] | ||||||
Loss Contingencies [Line Items] | ||||||
Potential payments under earn-out arrangements, high estimate | 16,000 | |||||
Earn-out liability booked | 5,315 | 1,771 | ||||
Amount expected to be settled within twelve months | 1,684 | 0 | ||||
Triune Systems [Member] | ||||||
Loss Contingencies [Line Items] | ||||||
Earn-out liability booked | 2,820 | $ 16,900 | 0 | |||
Amount expected to be settled within twelve months | 0 | 0 | ||||
Environmental Issue | ||||||
Loss Contingencies [Line Items] | ||||||
Range of possible loss, minimum | 5,300 | 2,700 | ||||
Range of possible loss, maximum | 7,500 | $ 5,700 | ||||
Environmental loss contingency accrual, at carrying value | $ 5,300 | |||||
Commercial Dispute | ||||||
Loss Contingencies [Line Items] | ||||||
Name of plaintiff | Semtech | Intrigo | ||||
Loss contingency, damages sought | $ 3,700 | $ 2,700 | ||||
Earn-out Payable Within First Three Fiscal Years Of Acquisition Date [Member] | Triune Systems [Member] | ||||||
Loss Contingencies [Line Items] | ||||||
Potential payments under earn-out arrangements, high estimate | $ 70,000 | |||||
Additional Earn-out Payable After Third Fiscal Year From Acquisition Date [Member] | Triune Systems [Member] | ||||||
Loss Contingencies [Line Items] | ||||||
Potential payments under earn-out arrangements, high estimate | $ 16,000 |
Commitments and Contingencies68
Commitments and Contingencies - Summary of Earn-out Liability (Details) - USD ($) $ in Thousands | Oct. 25, 2015 | Jul. 26, 2015 | Jan. 25, 2015 |
Business Acquisition, Contingent Consideration [Line Items] | |||
Earn-out liability booked | $ 8,135 | $ 1,771 | |
Amount expected to be settled within twelve months | 1,684 | 0 | |
Compensation Expense [Member] | |||
Business Acquisition, Contingent Consideration [Line Items] | |||
Earn-out liability booked | 3,634 | 140 | |
Not Conditional Upon Continued Employment [Member] | |||
Business Acquisition, Contingent Consideration [Line Items] | |||
Earn-out liability booked | 4,201 | 1,619 | |
Interest Expense [Member] | |||
Business Acquisition, Contingent Consideration [Line Items] | |||
Earn-out liability booked | 300 | 12 | |
Triune Systems [Member] | |||
Business Acquisition, Contingent Consideration [Line Items] | |||
Earn-out liability booked | 2,820 | $ 16,900 | 0 |
Amount expected to be settled within twelve months | 0 | 0 | |
Triune Systems [Member] | Compensation Expense [Member] | |||
Business Acquisition, Contingent Consideration [Line Items] | |||
Earn-out liability booked | 76 | 0 | |
Triune Systems [Member] | Not Conditional Upon Continued Employment [Member] | |||
Business Acquisition, Contingent Consideration [Line Items] | |||
Earn-out liability booked | 2,744 | 0 | |
Triune Systems [Member] | Interest Expense [Member] | |||
Business Acquisition, Contingent Consideration [Line Items] | |||
Earn-out liability booked | 0 | 0 | |
Cycleo [Member] | |||
Business Acquisition, Contingent Consideration [Line Items] | |||
Earn-out liability booked | 5,315 | 1,771 | |
Amount expected to be settled within twelve months | 1,684 | 0 | |
Cycleo [Member] | Compensation Expense [Member] | |||
Business Acquisition, Contingent Consideration [Line Items] | |||
Earn-out liability booked | 3,558 | 140 | |
Cycleo [Member] | Not Conditional Upon Continued Employment [Member] | |||
Business Acquisition, Contingent Consideration [Line Items] | |||
Earn-out liability booked | 1,457 | 1,619 | |
Cycleo [Member] | Interest Expense [Member] | |||
Business Acquisition, Contingent Consideration [Line Items] | |||
Earn-out liability booked | $ 300 | $ 12 |
Concentration of Risk - Narrati
Concentration of Risk - Narrative (Details) | 3 Months Ended | 9 Months Ended | ||
Oct. 25, 2015 | Oct. 26, 2014 | Oct. 25, 2015 | Oct. 26, 2014 | |
Net sales [Member] | ||||
Concentration Risk [Line Items] | ||||
Concentration risk, percentage | 100.00% | 100.00% | 100.00% | 100.00% |
Net sales [Member] | Distributor concentration risk [Member] | ||||
Concentration Risk [Line Items] | ||||
Concentration risk, percentage | 56.00% | 54.00% | ||
China | Cost of Silicon Wafers [Member] | Supplier concentration risk [Member] | ||||
Concentration Risk [Line Items] | ||||
Concentration risk, percentage | 29.00% | 41.00% |
Concentration of Risk - Schedul
Concentration of Risk - Schedule Of Significant Customers Accounting For At Least 10% Of Net Sales During Period (Details) - Sales Revenue, Goods, Net [Member] | 3 Months Ended | 9 Months Ended | ||
Oct. 25, 2015 | Oct. 26, 2014 | Oct. 25, 2015 | Oct. 26, 2014 | |
Concentration Risk [Line Items] | ||||
Minimum concentration risk threshold | 10.00% | |||
Concentration risk, percentage | 100.00% | 100.00% | 100.00% | 100.00% |
Customer Concentration Risk [Member] | Samsung Electronics (and Affiliates) [Member] | ||||
Concentration Risk [Line Items] | ||||
Concentration risk, percentage | 7.00% | 10.00% | 7.00% | 11.00% |
Concentration of Risk - Sched71
Concentration of Risk - Schedule Of Significant Customers Having At Least 10% Of Total Net Receivables (Details) - Accounts Receivable [Member] | 9 Months Ended | 12 Months Ended |
Oct. 25, 2015 | Jan. 25, 2015 | |
Concentration Risk [Line Items] | ||
Minimum concentration risk threshold | 10.00% | |
Customer Concentration Risk [Member] | Samsung Electronics (and Affiliates) [Member] | ||
Concentration Risk [Line Items] | ||
Concentration risk, percentage | 5.00% | 12.00% |
Segment Information - Narrative
Segment Information - Narrative (Details) | 9 Months Ended |
Oct. 25, 2015reportable_segmentoperating_segment | |
Segment Reporting [Abstract] | |
Number of operating segments | operating_segment | 5 |
Number of operating segments that aggregate into one reportable segment | 4 |
Number of reportable segments | 1 |
Segment Information - Net Sales
Segment Information - Net Sales Activity by Segment (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Oct. 25, 2015 | Oct. 26, 2014 | Oct. 25, 2015 | Oct. 26, 2014 | |
Revenue from External Customer [Line Items] | ||||
Net sales | $ 115,810 | $ 148,890 | $ 371,610 | $ 427,491 |
Semiconductor Products Group [Member] | ||||
Revenue from External Customer [Line Items] | ||||
Net sales | 115,795 | 148,435 | 369,690 | 425,630 |
All others [Member] | ||||
Revenue from External Customer [Line Items] | ||||
Net sales | $ 15 | $ 455 | $ 1,920 | $ 1,861 |
Segment Information - Income (L
Segment Information - Income (Loss) by Segment and Reconciliation to Income Before Taxes (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Oct. 25, 2015 | Jul. 26, 2015 | Oct. 26, 2014 | Oct. 25, 2015 | Oct. 26, 2014 | |
Segment Reporting Information [Line Items] | |||||
Operating income | $ 18,898 | $ 22,810 | $ 26,850 | $ 56,016 | |
Items to reconcile segment operating income to consolidated income before taxes | |||||
Stock-based compensation expense | 5,117 | 7,935 | 13,397 | 21,056 | |
Restructuring charge | 962 | $ 3,500 | 0 | 4,526 | 1,001 |
Changes in the fair value of contingent earn-out obligations | (14,186) | (228) | (13,618) | (228) | |
Environmental reserve | 2,855 | (58) | |||
Interest expense, net | 1,964 | 1,462 | 5,698 | 4,437 | |
Non-operating (income) expense, net | 777 | (216) | 1,152 | 407 | |
Income before taxes | 16,157 | 21,564 | 20,000 | 51,172 | |
Corporate, Non-Segment [Member] | |||||
Items to reconcile segment operating income to consolidated income before taxes | |||||
Intangible amortization and impairments | 6,308 | 6,423 | 18,648 | 19,292 | |
Stock-based compensation expense | 5,117 | 7,935 | 13,397 | 21,056 | |
Inventory write-down | 0 | 0 | 0 | 1,052 | |
Restructuring charge | 962 | 0 | 4,526 | 1,001 | |
Changes in the fair value of contingent earn-out obligations | (14,186) | (228) | (13,618) | (228) | |
Environmental reserve | 0 | 235 | 2,855 | 235 | |
Other non-segment related expenses | 2,792 | (769) | 10,073 | (268) | |
Amortization of fair value adjustments related to acquired PP&E | 310 | 314 | 948 | 993 | |
Interest expense, net | 1,964 | 1,462 | 5,698 | 4,437 | |
Non-operating (income) expense, net | 777 | (216) | 1,152 | 407 | |
Operating Segments [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Operating income | 20,201 | 36,720 | 63,679 | 99,149 | |
Semiconductor Products Group [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Operating income | 22,019 | 39,905 | 70,054 | 106,383 | |
All others [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Operating income | $ (1,818) | $ (3,185) | $ (6,375) | $ (7,234) |
Segment Information - Revenue b
Segment Information - Revenue by Product Line (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Oct. 25, 2015 | Oct. 26, 2014 | Oct. 25, 2015 | Oct. 26, 2014 | |
Revenue from External Customer [Line Items] | ||||
Net sales | $ 115,810 | $ 148,890 | $ 371,610 | $ 427,491 |
Signal Integrity [Member] | ||||
Revenue from External Customer [Line Items] | ||||
Net sales | 52,449 | 56,345 | 165,780 | 167,856 |
Protection [Member] | ||||
Revenue from External Customer [Line Items] | ||||
Net sales | 33,225 | 52,858 | 105,339 | 150,435 |
Wireless, Sensing and Timing [Member] | ||||
Revenue from External Customer [Line Items] | ||||
Net sales | 16,567 | 22,683 | 54,898 | 60,824 |
Power and High Reliability [Member] | ||||
Revenue from External Customer [Line Items] | ||||
Net sales | 13,554 | 16,549 | 43,673 | 46,515 |
Systems Innovation [Member] | ||||
Revenue from External Customer [Line Items] | ||||
Net sales | $ 15 | $ 455 | $ 1,920 | $ 1,861 |
Net sales [Member] | ||||
Revenue from External Customer [Line Items] | ||||
Concentration risk, percentage | 100.00% | 100.00% | 100.00% | 100.00% |
Net sales [Member] | Signal Integrity [Member] | ||||
Revenue from External Customer [Line Items] | ||||
Concentration risk, percentage | 45.00% | 38.00% | 45.00% | 39.00% |
Net sales [Member] | Protection [Member] | ||||
Revenue from External Customer [Line Items] | ||||
Concentration risk, percentage | 29.00% | 35.00% | 28.00% | 36.00% |
Net sales [Member] | Wireless, Sensing and Timing [Member] | ||||
Revenue from External Customer [Line Items] | ||||
Concentration risk, percentage | 14.00% | 15.00% | 15.00% | 14.00% |
Net sales [Member] | Power and High Reliability [Member] | ||||
Revenue from External Customer [Line Items] | ||||
Concentration risk, percentage | 12.00% | 11.00% | 12.00% | 11.00% |
Net sales [Member] | Systems Innovation [Member] | ||||
Revenue from External Customer [Line Items] | ||||
Concentration risk, percentage | 0.00% | 1.00% | 0.00% | 0.00% |
Segment Information - Net Sal76
Segment Information - Net Sales Activity by Geographic Region (Details) - Sales Revenue, Goods, Net [Member] | 3 Months Ended | 9 Months Ended | ||
Oct. 25, 2015 | Oct. 26, 2014 | Oct. 25, 2015 | Oct. 26, 2014 | |
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Concentration risk, percentage | 100.00% | 100.00% | 100.00% | 100.00% |
Asia-Pacific [Member] | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Concentration risk, percentage | 70.00% | 72.00% | 72.00% | 74.00% |
North America [Member] | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Concentration risk, percentage | 20.00% | 18.00% | 18.00% | 15.00% |
Europe [Member] | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Concentration risk, percentage | 10.00% | 10.00% | 10.00% | 11.00% |
Segment Information - Summary o
Segment Information - Summary of Sales Activity to Countries that Represented Greater than 10% of Total Net Sales (Details) - Sales Revenue, Goods, Net [Member] | 3 Months Ended | 9 Months Ended | ||
Oct. 25, 2015 | Oct. 26, 2014 | Oct. 25, 2015 | Oct. 26, 2014 | |
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Minimum concentration risk threshold | 10.00% | |||
Concentration risk, percentage | 100.00% | 100.00% | 100.00% | 100.00% |
Geographic Concentration Risk [Member] | China Including Hong Kong [Member] | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Concentration risk, percentage | 45.00% | 41.00% | 44.00% | 37.00% |
Geographic Concentration Risk [Member] | United States | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Concentration risk, percentage | 14.00% | 10.00% | 12.00% | 12.00% |
Geographic Concentration Risk [Member] | Japan | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Concentration risk, percentage | 9.00% | 10.00% | 9.00% | 11.00% |
Segment Information - Income 78
Segment Information - Income (Loss) from Continuing Operations Before Income Taxes (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Oct. 25, 2015 | Oct. 26, 2014 | Oct. 25, 2015 | Oct. 26, 2014 | |
Segment Reporting [Abstract] | ||||
Domestic | $ 21,146 | $ (2,858) | $ 3,785 | $ (13,997) |
Foreign | (4,989) | 24,422 | 16,215 | 65,169 |
Income before taxes | $ 16,157 | $ 21,564 | $ 20,000 | $ 51,172 |
Stock Repurchase Program - Narr
Stock Repurchase Program - Narrative (Details) - USD ($) | May. 25, 2015 | Nov. 20, 2014 | Aug. 21, 2013 | Oct. 25, 2015 | Oct. 26, 2014 | Oct. 25, 2015 | May. 26, 2015 | Nov. 30, 2014 | Nov. 18, 2014 | Nov. 30, 2011 |
Equity, Class of Treasury Stock [Line Items] | ||||||||||
Share repurchase program, authorized amount | $ 100,000,000 | $ 50,000,000 | ||||||||
Share repurchase program, additional amount authorized | $ 70,000,000 | $ 28,400,000 | $ 50,000,000 | |||||||
Stock repurchase program, remaining authorized repurchase amount | $ 62,700,000 | $ 62,700,000 | $ 100,000,000 | $ 50,000,000 | $ 21,600,000 | |||||
Value of stock repurchased | $ 135,700,000 | |||||||||
Payments for repurchase of common stock | $ 57,311,000 | $ 40,906,000 | ||||||||
Two Thousand Eleven Repurchase Program [Member] | ||||||||||
Equity, Class of Treasury Stock [Line Items] | ||||||||||
Treasury stock, shares acquired | 2,681,476 | 1,578,869 | ||||||||
Payments for repurchase of common stock | $ 57,311,000 | $ 40,900,000 |
Divestiture (Details)
Divestiture (Details) - Defense And Microwave Communications Infrastructure Business [Member] - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |||
Oct. 25, 2015 | Apr. 26, 2015 | Oct. 26, 2014 | Oct. 25, 2015 | Oct. 26, 2014 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||
Revenues and NRE reimbursements | $ 0 | $ 2.2 | $ 4.3 | $ 6.8 | |
Noncash divestiture, description | Under the terms of the transaction, the Company contributed assets, including inventory and equipment with a net book value of $0.6 million in exchange for an equity interest in the form of preferred stock, representing an approximately 21% voting interest in Jariet. Due to the anticipated continuing cash flows from its investment in Jariet, the Company did not account for the divestiture as a discontinued operation. In addition to the contribution of assets, certain contracts have been novated with future performance responsibilities being transferred to Jariet. Additional contracts are in the process of being novated with the intent of transferring performance responsibilities to Jariet. | ||||
Net book value of contributed assets | $ 0.6 | ||||
Type of consideration received | equity interest in the form of preferred stock | ||||
Voting interest acquired | 21.00% |
Restructuring - Narrative (Deta
Restructuring - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Oct. 25, 2015 | Jul. 26, 2015 | Oct. 26, 2014 | Oct. 25, 2015 | Oct. 26, 2014 | |
Restructuring and Related Activities [Abstract] | |||||
Restructuring charge | $ 962 | $ 3,500 | $ 0 | $ 4,526 | $ 1,001 |
Restructuring Activity (Details
Restructuring Activity (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Oct. 25, 2015 | Jul. 26, 2015 | Oct. 26, 2014 | Oct. 25, 2015 | Oct. 26, 2014 | |
Restructuring Cost and Reserve [Line Items] | |||||
Charges | $ 962 | $ 3,500 | $ 0 | $ 4,526 | $ 1,001 |
One-time Termination Benefits [Member] | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Beginning balance | 282 | ||||
Charges | 4,526 | ||||
Cash payments | (3,601) | ||||
Ending balance | $ 1,207 | $ 1,207 |