Document And Entity Information
Document And Entity Information - USD ($) $ / shares in Units, $ in Millions | 12 Months Ended | ||
Jan. 31, 2016 | Mar. 25, 2016 | Jul. 26, 2015 | |
Entity Information [Line Items] | |||
Document Type | 10-K | ||
Document Period End Date | Jan. 31, 2016 | ||
Amendment Flag | false | ||
Document Fiscal Year Focus | 2,016 | ||
Document Fiscal Period Focus | FY | ||
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 | 65,207,553 | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Well-known Seasoned Issuer | Yes | ||
Entity Public Float | $ 800 | ||
Share Price | $ 17.93 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | ||
Jan. 31, 2016 | Jan. 25, 2015 | Jan. 26, 2014 | |
Net sales | $ 490,219 | $ 557,885 | $ 594,977 |
Cost of sales | 197,109 | 229,093 | 244,719 |
Cost of sales - lower of cost or market write-down | 0 | 0 | 15,047 |
Gross profit | 293,110 | 328,792 | 335,211 |
Operating costs and expenses: | |||
Selling, general and administrative | 136,151 | 127,134 | 126,033 |
Product development and engineering | 113,737 | 119,371 | 137,437 |
Intangible amortization | 25,059 | 25,718 | 29,002 |
Intangible asset impairments | 0 | 11,636 | 32,538 |
Goodwill impairment | 0 | 0 | 116,686 |
Changes in the fair value of contingent earn-out obligations | (16,362) | 1,391 | (654) |
Restructuring charges | 4,526 | 1,285 | 3,086 |
Total operating costs and expenses | 263,111 | 286,535 | 444,128 |
Operating income (loss) | 29,999 | 42,257 | (108,917) |
Interest expense | (7,819) | (5,927) | (18,174) |
Interest income and other (expense) income, net | (1,801) | 165 | (1,390) |
Income (loss) before taxes | 20,379 | 36,495 | (128,481) |
Provision (benefit) for taxes | 8,882 | 8,548 | 35,985 |
Net income (loss) | $ 11,497 | $ 27,947 | $ (164,466) |
Earnings per share: | |||
Basic (in dollars per share) | $ 0.18 | $ 0.42 | $ (2.44) |
Diluted (in dollars per share) | $ 0.17 | $ 0.41 | $ (2.44) |
Weighted average number of shares used in computing earnings per share: | |||
Basic (in shares) | 65,657 | 67,108 | 67,471 |
Diluted (in shares) | 65,961 | 67,685 | 67,471 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income (Loss) - USD ($) $ in Thousands | 12 Months Ended | ||
Jan. 31, 2016 | Jan. 25, 2015 | Jan. 26, 2014 | |
Net income (loss) | $ 11,497 | $ 27,947 | $ (164,466) |
Other comprehensive loss, before tax: | |||
Change in net unrealized holding loss on available-for-sale investments | 0 | (1) | (7) |
Change in unrealized loss on interest rate cap | (33) | (284) | (228) |
Less: Reclassification adjustments of losses on interest rate cap included in interest expense | 694 | 242 | 78 |
Total other comprehensive loss, before tax | 661 | (43) | (157) |
(Provision) Benefit for taxes related to items of other comprehensive loss | (171) | (47) | 57 |
Total other comprehensive income (loss), net of tax | 490 | (90) | (100) |
Comprehensive income (loss) | $ 11,987 | $ 27,857 | $ (164,566) |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Jan. 31, 2016 | Jan. 25, 2015 |
Current assets: | ||
Cash and cash equivalents | $ 211,810 | $ 230,328 |
Accounts receivable, less allowances of $7,793 at January 31, 2016 and $3,523 at January 25, 2015 | 44,132 | 69,301 |
Inventories | 63,875 | 73,668 |
Deferred tax assets | 0 | 2,478 |
Prepaid taxes | 5,236 | 1,544 |
Other current assets | 16,168 | 19,369 |
Total current assets | 341,221 | 396,688 |
Non-current assets: | ||
Property, plant and equipment, net of accumulated depreciation of $143,782 at January 31, 2016 and $120,588 at January 25, 2015 | 101,006 | 115,471 |
Deferred tax assets | 7,354 | 106 |
Goodwill | 329,703 | 280,319 |
Other intangible assets, net | 88,430 | 101,600 |
Other assets | 43,803 | 35,247 |
TOTAL ASSETS | 911,517 | 929,431 |
Current liabilities: | ||
Accounts payable | 35,486 | 32,448 |
Accrued liabilities | 41,204 | 49,754 |
Deferred revenue | 8,628 | 5,848 |
Current portion - long term debt | 18,569 | 18,547 |
Deferred tax liabilities | 0 | 1,444 |
Total current liabilities | 103,887 | 108,041 |
Non-current liabilities: | ||
Deferred tax liabilities | 6,802 | 2,477 |
Long term debt, less current portion | 239,177 | 234,746 |
Other long-term liabilities | 33,600 | 32,809 |
Stockholders’ equity: | ||
Common stock, $0.01 par value, 250,000,000 shares authorized, 78,136,144 issued and 64,998,368 outstanding on January 31, 2016 and 78,136,144 issued and 66,812,919 outstanding on January 25, 2015 | 785 | 785 |
Treasury stock, at cost, 13,137,776 shares as of January 31, 2016 and 11,323,225 shares as of January 25, 2015 | (266,175) | (222,969) |
Additional paid-in capital | 379,508 | 371,596 |
Retained earnings | 413,280 | 401,783 |
Accumulated other comprehensive income | 653 | 163 |
Total stockholders’ equity | 528,051 | 551,358 |
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | $ 911,517 | $ 929,431 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Jan. 31, 2016 | Jan. 25, 2015 |
Statement of Financial Position [Abstract] | ||
Allowance for doubtful accounts | $ 7,793 | $ 3,523 |
Accumulated depreciation | $ 143,782 | $ 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 | 64,998,368 | 66,812,919 |
Treasury stock, at cost, shares | 13,137,776 | 11,323,225 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity - USD ($) $ in Thousands | Total | Common Stock | Additional Paid-in Capital | Retained Earnings | Treasury Stock, at Cost | Accumulated Other Comprehensive Income (Loss) |
Beginning balance at Jan. 27, 2013 | $ 694,826 | $ 785 | $ 355,990 | $ 538,302 | $ (200,604) | $ 353 |
Beginning balance (in shares) at Jan. 27, 2013 | 66,607,347 | 66,607,347 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net income (loss) | $ (164,466) | (164,466) | ||||
Other comprehensive loss | (100) | (100) | ||||
Stock-based compensation | 24,991 | 24,991 | ||||
Repurchase of outstanding common stock | $ (30,000) | (30,000) | ||||
Repurchase of outstanding common stock (in shares) | (1,034,491) | (1,034,491) | ||||
Treasury stock reissued | $ 5,876 | (23,576) | 29,452 | |||
Treasury stock reissued (in shares) | 1,710,365 | 1,710,365 | ||||
Tax (shortfall) benefit from stock based compensation | $ 4,716 | 4,716 | ||||
Ending balance at Jan. 26, 2014 | $ 535,843 | $ 785 | 362,121 | 373,836 | (201,152) | 253 |
Ending balance (in shares) at Jan. 26, 2014 | 67,283,221 | 67,283,221 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net income (loss) | $ 27,947 | 27,947 | ||||
Other comprehensive loss | (90) | (90) | ||||
Stock-based compensation | 26,856 | 26,856 | ||||
Repurchase of outstanding common stock | $ (40,906) | (40,906) | ||||
Repurchase of outstanding common stock (in shares) | (1,578,869) | (1,578,869) | ||||
Treasury stock reissued | $ 1,708 | (17,381) | 19,089 | |||
Treasury stock reissued (in shares) | 1,108,567 | 1,108,567 | ||||
Tax (shortfall) benefit from stock based compensation | $ 0 | 0 | ||||
Ending balance at Jan. 25, 2015 | $ 551,358 | $ 785 | 371,596 | 401,783 | (222,969) | 163 |
Ending balance (in shares) at Jan. 25, 2015 | 66,812,919 | 66,812,919 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net income (loss) | $ 11,497 | 11,497 | ||||
Other comprehensive loss | 490 | 490 | ||||
Stock-based compensation | 22,778 | 22,778 | ||||
Repurchase of outstanding common stock | $ (57,311) | (57,311) | ||||
Repurchase of outstanding common stock (in shares) | (2,681,476) | (2,681,476) | ||||
Treasury stock reissued | $ (639) | (14,744) | 14,105 | |||
Treasury stock reissued (in shares) | 866,925 | 866,925 | ||||
Other | $ (154) | (154) | ||||
Tax (shortfall) benefit from stock based compensation | 32 | 32 | ||||
Ending balance at Jan. 31, 2016 | $ 528,051 | $ 785 | $ 379,508 | $ 413,280 | $ (266,175) | $ 653 |
Ending balance (in shares) at Jan. 31, 2016 | 64,998,368 | 64,998,368 |
Consolidated Statements Of Cash
Consolidated Statements Of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Jan. 31, 2016 | Jan. 25, 2015 | Jan. 26, 2014 | |
Cash flows from operating activities: | |||
Net income (loss) | $ 11,497 | $ 27,947 | $ (164,466) |
Adjustments to reconcile net income (loss) to net cash provided by operating activities, net of effects of acquisitions: | |||
Depreciation, amortization and impairments | 48,932 | 69,303 | 94,073 |
Impairment - goodwill | 0 | 0 | 116,686 |
Effect of acquisition fair value adjustments | 0 | (929) | 2,529 |
Accretion of deferred financing costs and debt discount | 1,469 | 1,083 | 1,509 |
Write-off of deferred financing costs and debt discount | 0 | 0 | 7,093 |
Deferred income taxes | (1,012) | 27 | 29,987 |
Stock-based compensation | 20,468 | 29,629 | 24,589 |
Earn-out liabilities | (16,362) | 1,391 | (654) |
Environmental reserve | 2,855 | (65) | 0 |
Excess tax benefits on stock based compensation | 0 | (13) | (4,220) |
Loss (gain) on disposition of property, plant and equipment | 23 | 74 | (28) |
Changes in assets and liabilities: | |||
Accounts receivable, net | 25,354 | (2,968) | 2,827 |
Inventories | 10,262 | (13,290) | 12,238 |
Prepaid expenses and other assets | 619 | (5,902) | 623 |
Accounts payable | 4,980 | (9,077) | (11,294) |
Accrued liabilities | (12,945) | 2,562 | (2,739) |
Deferred revenue | 2,780 | (1,419) | 3,401 |
Income taxes payable and prepaid taxes | 2,611 | 2,477 | 1,825 |
Other liabilities | 545 | 5,330 | 4,002 |
Net cash provided by operating activities | 102,076 | 106,160 | 117,981 |
Cash flows from investing activities: | |||
Purchases of available-for-sale investments | 0 | 0 | (1,050) |
Proceeds from sales and maturities of available-for-sale investments | 0 | 3,674 | 10,249 |
Proceeds from sales of property, plant and equipment | 0 | 89 | 57 |
Purchase of property, plant and equipment | (13,026) | (31,755) | (37,161) |
Purchase of intangible assets | 0 | (1,100) | (3,533) |
Purchase of cost method investment | (14,630) | (7,148) | (2,500) |
Acquisitions, net of cash acquired | (39,171) | (4,852) | 0 |
Net cash used in investing activities | (66,827) | (41,092) | (33,938) |
Cash flows from financing activities: | |||
Proceeds from debt issuance, net of discount | 35,000 | 5,000 | 327,344 |
Deferred financing cost | 0 | 0 | (2,980) |
Excess tax benefits on stock based compensation | 0 | 13 | 4,220 |
Payments for employee stock-based compensation payroll taxes | (6,513) | (7,172) | (10,522) |
Proceeds from exercises of stock options | 5,807 | 8,880 | 16,398 |
Repurchase of outstanding common stock | (57,311) | (40,906) | (30,000) |
Payment of long term debt | (30,750) | (43,749) | (368,501) |
Net cash used in financing activities | (53,767) | (77,934) | (64,041) |
Effect of exchange rate increase on cash and cash equivalents | 0 | 0 | 0 |
Net (decrease) increase in cash and cash equivalents | (18,518) | (12,866) | 20,002 |
Cash and cash equivalents at beginning of period | 230,328 | 243,194 | 223,192 |
Cash and cash equivalents at end of period | 211,810 | 230,328 | 243,194 |
Supplemental disclosure of cash flow information | |||
Income taxes paid | 7,924 | 4,399 | 7,227 |
Interest paid | $ 5,732 | $ 5,441 | $ 8,727 |
Organization and Basis of Prese
Organization and Basis of Presentation | 12 Months Ended |
Jan. 31, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Basis of Presentation | Organization and Basis of Presentation Semtech Corporation (together with its subsidiaries, the “Company” or “Semtech”) 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, wireless charging, set-top boxes, digital televisions, tablets, digital video recorders and other consumer equipment. Industrial : video broadcast equipment, automated meter reading, Internet of Things ("IoT"), smart grid, wireless charging, 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 fiscal year ended January 31, 2016 consisted of 53 weeks. The fiscal years January 25, 2015 and January 26, 2014 each consisted of 52 weeks. Principles of Consolidation The accompanying consolidated financial statements include the accounts of Semtech Corporation and its wholly-owned subsidiaries. All inter-company transactions and accounts have been eliminated. On March 4, 2015, the Company completed the acquisition of Triune Systems, L.L.C. (“Triune”). On January 13, 2015, the Company completed the acquisition of EnVerv, Inc. (“EnVerv”). The consolidated financial statements include the results of operations of Triune and EnVerv commencing as of the acquisition date. Segment Information The Company's Chief Executive Officer (“CEO”) has been identified as the Chief Operating Decision Maker (“CODM”) as defined by guidance regarding segment disclosures (see Note 16 for further discussion). In fiscal year 2015, the Company completed the reassessment of its operations in light of its restructuring efforts (see Note 17 for further discussion) and recent strategic business decisions. Based on this reassessment, the Company has identified five operating segments in total. Four of the five 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. As a result, the financial activity associated with the Systems Innovation Group is reported separately from the Company's Semiconductor Products Group. This separate reporting is included in the “All others” category. Prior to fiscal year 2015, the Company included “All others” as part of the Company’s one reportable segment. The historical activity of the reportable segment and “All others” has been recast for consistent presentation for all periods presented. Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Reclassification Certain prior period footnote amounts have been re-cast to reflect the effect of the changes to the Company's identified operating segments. See Note 16 . |
Significant Accounting Policies
Significant Accounting Policies | 12 Months Ended |
Jan. 31, 2016 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies | Significant Accounting Policies Cash, Cash Equivalents and Investments The Company considers all highly-liquid investments with an original maturity of 90 days or less to be cash equivalents. The Company maintains cash balances and investments in highly-qualified financial institutions. At various times such amounts are in excess of insured limits. Investments consist of government and corporate obligations and bank time deposits. The Company’s investment policy restricts investments to high credit quality investments with limits on the length to maturity and the amount invested with any one issuer. These investments, especially corporate obligations, are subject to default risk. The Company designates its investments as available for sale (“AFS”). Investments designated as AFS are reported at fair value. The Company records the unrealized gains and losses, net of tax, in stockholders’ equity as a component of comprehensive income. Realized gains or losses are recorded in “Interest income and other (expense) income, net” in the consolidated statements of operations. The Company had restricted cash associated with certain lease commitments of $0.5 million as of both January 31, 2016 and January 25, 2015 , respectively, presented in "Other assets" within the condensed consolidated balance sheets. Accounts Receivable and Allowances Accounts receivable are recorded at net realizable value or the amount that the Company expects to collect on gross customer trade receivables. The Company evaluates the collectability of its accounts receivable based on a combination of factors. The Company generally does not require collateral on accounts receivable as the majority of the Company’s customers are large, well-established companies. Historically, bad debt provisions have been consistent with management’s expectations. If the Company becomes aware of a customer’s inability to meet its financial obligations after a sale has occurred, it records an allowance to reduce the net receivable to the amount it reasonably believes it will be able to collect from the customer. For all other customers, the Company recognizes allowances for doubtful accounts based on the length of time the receivables are past due, the current business environment and historical experience. If the financial condition of the Company’s customers were to deteriorate or if economic conditions worsen, additional allowances may be required in the future. All of the Company’s accounts receivables are trade-related receivables. The Company records a provision for estimated sales returns in the same period as the related revenues are recorded. These estimates are based on historical sales returns and other known factors. Actual returns could be different from our estimates and current provisions for sales returns and allowances, resulting in future charges to earnings. The portion of the estimate sales returns where there are outstanding receivables are recorded on the balance sheet as a reduction to accounts receivable. The Company records a provision for sales rebates in the same period as the related revenues are recorded. These estimates are based on sales activity during the period. The actual rebate could be different from current provisions for sales rebates, resulting in future adjustments to earnings. The estimated sales rebates for sales for which there are no outstanding receivables are recorded on the balance sheet under the heading of “Accrued liabilities.” The portion of the estimated sales rebate where there are outstanding receivables is recorded on the balance sheet as a reduction to accounts receivable. A summary of allowances against accounts receivable for fiscal years ended January 31, 2016 and January 25, 2015 is as follows: (in thousands) January 31, 2016 January 25, 2015 Allowance for doubtful accounts $ (889 ) $ (1,678 ) Sales rebate allowance (5,006 ) — Sales return allowance (517 ) (379 ) Other allowances (1,381 ) (1,466 ) Total $ (7,793 ) $ (3,523 ) Inventories Inventories are stated at lower of cost or market and consist of materials, labor and overhead. The Company determines the cost of inventory by the first-in, first-out method. The Company evaluates inventories for excess quantities and obsolescence. This evaluation includes analysis of sales levels by product and projections of future demand. In order to state the inventory at lower of cost or market, the Company maintains reserves against its inventory. If future demand or market conditions are less favorable than the Company’s projections, a write-down of inventory may be required, and would be reflected in cost of goods sold in the period the revision is made. Business Combinations The Company accounts for business combinations at fair value. Goodwill is measured as the excess of consideration transferred over the acquisition date net fair values of the assets acquired and the liabilities assumed. All changes that do not qualify as measurement period adjustments are included in current period earnings. Significant judgment is required to determine the estimated fair value for assets and liabilities acquired and to assign their respective useful lives. The fair values assigned to tangible and intangible assets acquired and liabilities assumed, including contingent consideration, are based on management’s estimates and assumptions, as well as other information compiled by management, including available historical information and valuations that utilize customary valuation procedures and techniques. The Company employs the income approach to estimate the fair value of intangible assets, which is based on forecasts of the expected future cash flows attributable to the respective assets. The fair value of acquired in-process research and development projects (“IPR&D”) is determined using an income approach or replacement cost approach as applicable. The replacement cost approach is used for IPR&D projects that were considered long-term core investments and are not anticipated to be profitable for a period of time. IPR&D projects which are valued using an income approach, measured the returns attributable to each specific IPR&D project, discounted to present value using a risk-adjusted rate of return, including as appropriate, any tax benefits derived from amortizing the intangible assets for tax purposes. In determining significant estimates and assumptions inherent in the valuations, the Company considers the amount and timing of future cash flows (including expected growth rates and profitability), the underlying product life cycles, economic barriers to entry, a brand’s relative market position and the discount rate applied to the cash flows, among others. If actual results differ from the estimates and judgments used in these estimates, the amounts recorded in the financial statements could result in a possible impairment of the intangible assets and goodwill, or require acceleration of the amortization expense of finite-lived intangible assets. Variable Interest Entities The Company is required to consolidate variable interest entities (“VIEs”) in which it has a controlling financial interest in accordance with Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") Topic 810, “Consolidation”. A controlling financial interest will have both of the following characteristics: (i) the power to direct the activities of a VIE that most significantly impact the VIE’s economic performance, and (ii) the obligation to absorb losses of the VIE that could potentially be significant to the VIE or the right to receive benefits from the VIE that could potentially be significant to the VIE. The Company’s variable interest in VIEs may be in the form of equity ownership, contracts to purchase assets, management services, and development agreements between the Company and a VIE, loans provided by the Company to a VIE or other member, and/or guarantees provided by members to banks and other parties. Property, Plant and Equipment Property, plant and equipment are stated at cost. Depreciation is computed over the estimated useful lives of the related asset type or term of the operating lease using the straight-line method for financial statement purposes. Maintenance and repairs are charged to expense as incurred and the costs of additions and betterments that increase the useful lives of the assets are capitalized. The estimated service lives for property and equipment is as follows: Estimated Useful Lives Buildings and leasehold improvements 7 to 39 years Enterprise resource planning systems 13 years Machinery and equipment 5 to 8 years Transportation vehicles 5 years Furniture and fixtures 7 years Computers and computer software 3 years Impairment of Goodwill, Other Intangible and Long-Lived Assets Goodwill Goodwill is the excess of the purchase price over the fair value of identifiable net assets acquired in business combinations accounted for under the purchase method. Goodwill is not amortized but is tested for impairment using a two-step method. Step one is the identification of potential impairment. The Company’s operating segments represent its reporting units since segment management, who report to the CODM, regularly review operating results and make resource allocation decisions at this level. This involves comparing the fair value of each reporting unit with its carrying amount, including goodwill. If the fair value of a reporting unit exceeds the carrying amount, the goodwill of the reporting unit is considered not impaired and the second step of the impairment test is unnecessary. If the carrying amount of a reporting unit exceeds its fair value, the second step of the impairment test is performed to measure the amount of impairment loss, if any. The Company tests, by reporting unit, goodwill and other indefinite-lived intangible assets for impairment at November 30 or more frequently if it believes indicators of impairment exist or if it makes changes to a reporting unit with assigned goodwill. For its annual impairment review, the Company primarily uses an income approach, which incorporates multi-period excess earnings present value techniques (discounted cash flows) as well as other generally accepted valuation methodologies to determine the fair value of the assets using Level 3 inputs. The Company's assumptions incorporate judgments as to the price received to sell a reporting unit as a whole in an orderly transaction between market participants at the measurement date. Considering the integration of its operations, the Company has assumed that the highest and best use of a reporting unit follows an “in-use” valuation premise. Significant management judgment is required in determining the estimations of future cash flows, which is dependent on internal forecasts, the long-term rate of growth for the Company's business, the useful life over which cash flows will occur, and the weighted average cost of capital. The value of goodwill, could be impacted by future adverse changes such as: (i) any future declines in operating results, (ii) a decline in the valuation of technology company stocks, including the valuation of the Company's common stock, (iii) a significant slowdown in the worldwide economy and the semiconductor industry or (iv) any failure to meet the Company's performance projections included in its forecasts of future operating results. Other Intangibles and Long-lived Assets Finite-lived intangible assets resulting from business acquisitions or technology licenses purchased are amortized on a straight-line basis over their estimated useful lives. The useful lives of acquisition-related intangible assets represent the point where over 90% of realizable undiscounted cash flows for each intangible asset are recognized. The assigned useful lives are based upon the Company’s historical experience with similar technology and other intangible assets owned by the Company. The useful life of technology licenses is usually based on the term of the agreement. In-process research and development is recorded at fair value as of the date of acquisition as an indefinite-lived intangible asset until the completion or abandonment of the associated research and development efforts or impairment. Upon completion of development, acquired in-process research and development assets are transferred to finite-lived intangible assets and amortized over their useful lives. The Company reviews indefinite-lived intangible assets for impairment on an annual basis in conjunction with goodwill or whenever events or changes in circumstances indicate the carrying value may not be recoverable. Recoverability of indefinite-lived intangible assets is measured by comparing the carrying amount of the asset to the future discounted cash flows the asset is expected to generate. Also, the Company reassesses the estimated remaining useful lives of any impaired assets and adjusts accordingly estimates of future amortization expense related to these assets. The Company assesses finite-lived intangibles and long-lived assets for impairment when indicators of impairment, such as reductions in demand or significant economic slowdowns in the semiconductor industry, are present. Reviews are performed to determine whether the carrying value of an asset is impaired, based on comparisons to undiscounted expected future cash flows. If this comparison indicates that there is impairment, the impaired asset is written down to fair value, which is typically calculated using: (i) quoted market prices and/or (ii) discounted expected future cash flows utilizing a discount rate. Impairment is based on the excess of the carrying amount over the fair value of those assets. Cost Method Investments The Company reviews its cost method investments on a regular basis to evaluate whether or not any investment has experienced an other-than-temporary decline in fair value. The Company considers factors such as the length of time and extent to which the market value has been less than the cost, the financial condition and near-term prospects of the issuer and its intent to sell, or whether it is more likely than not the Company will be required to sell the investment before recovery of the investment's amortized cost basis. If the Company believes that an other-than-temporary decline exists in one of these investments, the Company writes down the impaired investment to fair value. Any impairment to these investments would be recorded as a non-operating expense in our Consolidated Statements of Operations. Functional Currency The Company has concluded that, with the exception of a subsidiary based in Reynosa, Mexico, the functional currency of all subsidiaries is the United States Dollar. Fair Value Measurements When determining the fair value measurements for assets and liabilities required or permitted to be recorded at fair value, the Company considers the principal or most advantageous market in which it would transact and considers assumptions that market participants would use when pricing the asset or liability, such as inherent risk, transfer restrictions, and risk of nonperformance. The Company uses the following three levels of inputs in determining the fair value of the Company’s assets and liabilities, focusing on the most observable inputs when available: Level 1 - Quoted prices in active markets for identical assets or liabilities. Level 2 - Observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which all significant inputs are observable or can be derived principally from or corroborated by observable market data for substantially the full term of the assets or liabilities. Level 3 - Unobservable inputs to the valuation methodology that are significant to the measurement of fair value of assets or liabilities. To the extent that valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, for disclosure purposes, the level in the fair value hierarchy within which the fair value measurement is disclosed is determined based on the lowest level input that is significant to the fair value measurement. 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 probable. 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 as part of “Net sales.” Historically, revenue from these arrangements has not been significant though it is part of its 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 agreements 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 recorded on the consolidated balance sheets under the heading of “Deferred revenue.” The Company records a provision for estimated sales returns in the same period as the related revenues are recorded. The Company bases these estimates on historical sales returns 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. There were no significant impairments of deferred cost of sales in fiscal years 2016 , 2015 or 2014 . The Company records a provision for sales rebates in the same period as the related revenues are recorded. These estimates are based on sales activity during the period. Actual rebates given could be different from our estimates and current provisions for sales rebates, resulting in future charges to earnings. The estimated sales rebates for sales activity during the period where there are no outstanding receivables are recorded on the balance sheet under the heading of “Accrued liabilities.” The portion of the estimated sales rebate where there are outstanding receivables is recorded on the balance sheet as a reduction to accounts receivable. The following table summarizes the deferred revenue balance: (in thousands) January 31, 2016 January 25, 2015 Deferred revenues $ 5,991 $ 6,237 Deferred cost of revenues (1,139 ) (1,562 ) Deferred revenue, net 4,852 4,675 Deferred product design and engineering recoveries 3,776 1,173 Total deferred revenue $ 8,628 $ 5,848 Cost of Sales Cost of sales includes materials, depreciation on fixed assets used in the manufacturing process, shipping costs, direct labor and overhead. Sales and Marketing The Company expenses sales and marketing costs, which include advertising costs, as they are incurred. Advertising costs were $0.2 million , $0.1 million and $0.1 million for fiscal years 2016 , 2015 and 2014 , respectively. Product Development and Engineering Product development and engineering costs are charged to expense as incurred. Recoveries from nonrecurring engineering services are recorded as an offset to product development expense incurred in support of this effort since these activities do not represent an earnings process core to the Company’s business and serve as a mechanism to partially recover development expenditures. The Company received approximately $21.1 million , $29.3 million and $17.6 million in fiscal years 2016 , 2015 and 2014 , respectively for nonrecurring engineering services. Income Taxes The Company accounts for income taxes using the asset and liability method. Under this method, deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts and their respective tax bases. The consolidated balance sheets include current and long term prepaid taxes under “Prepaid taxes” and “Other assets” and current and long term liabilities for uncertain tax positions under “Accrued liabilities” and “Other long-term liabilities.” As part of the process of preparing the Company’s consolidated financial statements, the Company estimates income taxes in each of the jurisdictions in which it operates. This process involves estimating the current tax liability together with assessing temporary differences resulting from differing treatment of items for tax and accounting purposes. These differences result in deferred tax assets and liabilities. The Company must assess the likelihood that its deferred tax assets will be recovered from future taxable income and, to the extent the Company believes that recovery is not likely, it must establish a valuation allowance. To the extent the Company changes its valuation allowance in a period, the change is generally recorded through the tax provision on the consolidated statements of operations. The income tax effects of share-based payments are recognized for financial reporting purposes only if such awards are expected to result in a tax deduction. The Company does not recognize a deferred tax asset for an excess tax benefit (that is, a tax benefit that exceeds the tax benefit for the amount of compensation cost recognized for the award for financial reporting purposes) that has not been realized. In determining when an excess tax benefit is realized, the Company has elected to follow the ordering provision of the tax law. For intra-entity differences between the tax basis of an asset in the buyer’s tax jurisdiction and their cost as reported in the consolidated financial statements, the Company does not recognize a deferred tax asset. Income taxes paid on intra-entity profits on assets remaining within the group are accounted for as prepaid taxes. See Note 13 for further discussion of income taxes. Accumulated Other Comprehensive Income Other comprehensive income includes unrealized gains and losses on available-for-sale investments, unrealized loss on interest rate hedging activities and foreign currency translation adjustments, net of tax. This information is provided in our consolidated statements of comprehensive income. The following table summarizes the changes in accumulated other comprehensive income (loss) by component: (in thousands) Available for Sale Investments Interest Rate Hedge Cumulative Translation Adjustments Total Balance at January 27, 2013 $ 5 $ (353 ) $ 701 $ 353 Other comprehensive income (loss) before reclassifications, net of tax (5 ) (145 ) — (150 ) Amounts reclassified, net of tax — 50 — 50 Net current period other comprehensive income (loss) (5 ) (95 ) — (100 ) Balance at January 26, 2014 — (448 ) 701 253 Other comprehensive income (loss) before reclassifications, net of tax — (243 ) — (243 ) Amounts reclassified, net of tax — 153 — 153 Net current period other comprehensive loss — (90 ) — (90 ) Balance at January 25, 2015 — (538 ) 701 163 Other comprehensive income (loss) before reclassifications, net of tax — (33 ) — (33 ) Amounts reclassified, net of tax — 523 — 523 Net current period other comprehensive loss — 490 — 490 Balance at January 31, 2016 $ — $ (48 ) $ 701 $ 653 Stock-Based Compensation The Company has various equity award plans (“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 compensation. As of January 31, 2016 , the Company has granted stock option awards (“Options”) and restricted stock unit awards (“RSU”) under the Plans and has also issued some stock-based compensation outside of the Plans, including options and restricted stock issued as inducements to join the Company. Earnings (Loss) per Share The computation of basic and diluted earnings per common share was as follows: Fiscal Year Ended (in thousands, except per share amounts) January 31, 2016 January 25, 2015 January 26, 2014 Net income (loss) $ 11,497 $ 27,947 $ (164,466 ) Weighted average common shares outstanding - basic 65,657 67,108 67,471 Dilutive effect of employee equity incentive plans 304 577 — Weighted average common shares outstanding - diluted 65,961 67,685 67,471 Basic earnings (loss) per common share $ 0.18 $ 0.42 $ (2.44 ) Diluted earnings (loss) per common share $ 0.17 $ 0.41 $ (2.44 ) Anti-dilutive shares not included in the above calculations 2,569 1,714 1,245 Basic earnings (loss) per common share is computed by dividing income available to common shareholders by the weighted-average number of shares of common stock outstanding during the reporting period. Diluted earnings (loss) per common share incorporates the incremental shares issuable, calculated using the treasury stock method, upon the assumed exercise of stock options and the vesting of restricted stock. Contingencies The Company accrues an undiscounted liability for contingencies where the incurrence of a loss is probable and the amount can be reasonably estimated, and the Company discloses the amount accrued and the amount of a reasonably possible loss in excess of the amount accrued, if such disclosure is necessary for our 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. 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. If the assessments indicate that loss contingencies that could be material to any one of our financial statements are not probable, but are reasonably possible, or are probable, but cannot be estimated, then the Company discloses the nature of the loss contingencies, together with an estimate of the range of possible loss or a statement that such loss is not reasonably estimable. The Company also records contingent earn-out liabilities which represent the Company’s requirement to make additional payments related to acquisitions based on certain performance targets achieved during the earn-out periods. For such earn-outs, the Company estimates the fair value based on probability assessments of achieving the specified performance targets. Subsequent Events The Company evaluates all events through the issuance date of the consolidated financial statements to determine whether any subsequent events have occurred that require recognition or disclosure. |
Acquisitions
Acquisitions | 12 Months Ended |
Jan. 31, 2016 | |
Business Combinations [Abstract] | |
Acquisitions | Acquisitions Triune Systems, L.L.C On March 4, 2015 the Company acquired Triune , 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 Earn-out targets for fiscal year 2016 were not met and the Company does not expect to make any payments with regards to this period which represented $13.0 million of the total $70.0 million opportunity. The Triune 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. Triune's technology complemented the portfolio of products offered in the Company’s legacy Power and High-Reliability reporting unit. The Company concluded that the Triune and legacy Power and High-Reliability components should be aggregated and deemed a single reporting unit after considering similarities among different economic characteristics such as concentration of key customers, unit selling price decreases, increased competitors due to market expansion and chain of command of the newly acquired business. The Company’s allocation of the total purchase price for Triune is summarized below: (in thousands) At March 4, 2015 Current assets $ 877 Property, plant, and equipment, net 226 Amortizable intangible assets 12,000 Goodwill 49,384 Current liabilities (1,287 ) Earn-out liability (16,200 ) Total acquisition consideration $ 45,000 The fair value of the Triune Earn-out liability was zero as of January 31, 2016. See Note 14. 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. ( “ EnVerv”) 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 January 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. |
Investments
Investments | 12 Months Ended |
Jan. 31, 2016 | |
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” on the 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. As of January 31, 2016 , the Company did not have any long-term investments. The following table summarizes the Company’s available-for-sale investments: January 31, 2016 January 25, 2015 (in thousands) Market Value Adjusted Cost Gross Unrealized Gain Market Value Adjusted Cost Gross Unrealized Gain Cash equivalents $ 16,866 $ 16,866 $ — $ 23,271 $ 23,271 $ — Total investments $ 16,866 $ 16,866 $ — $ 23,271 $ 23,271 $ — The following table summarizes the maturities of the Company’s available-for-sale investments: January 31, 2016 January 25, 2015 (in thousands) Market Value Adjusted Cost Market Value Adjusted Cost Within 1 year $ 16,866 $ 16,866 $ 23,271 $ 23,271 After 1 year through 5 years — — — — Total investments $ 16,866 $ 16,866 $ 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” on the consolidated balance sheets. The following table summarizes net unrealized losses arising in the periods presented in addition to the tax associated with these comprehensive income items: Fiscal Year Ended (in thousands) January 31, January 25, January 26, Unrealized loss, net of tax $ — $ — $ (5 ) Decrease to deferred tax liability $ — $ — $ (2 ) Equity and Cost Method Investments 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. During fiscal years 2016 and 2015 , the Company made investments in privately traded companies for cash consideration of $14.6 million and $7.1 million , respectively. The Company’s total equity investments in privately traded companies as of January 31, 2016 and January 25, 2015 were $20.2 million and $12.1 million , respectively, and are included in "Other assets" within the condensed consolidated balance sheets. The Company has the following investments which are accounted for as cost method investments: Entity Name Investment Value (in thousands) January 31, 2016 MultiPhy Ltd. $ 12,000 Skorpios Technologies Inc. 3,000 Guangdong Dapu Telecom Technology Co., Ltd. 3,300 Senet, Inc. 1,900 Jariet Technologies Inc. — Total $ 20,200 The Company evaluated its equity and cost method investments for indicators of impairment at January 31, 2016. The Company did not identify any events or changes in circumstances that may have a significant adverse effect on the fair value of the investments and as a result did not estimate the fair value of its investments. In the third quarter of fiscal year 2016, the Company recorded a $0.6 million impairment of its investment in Jariet Technologies Inc. ("Jariet"), bringing the investment value to zero. The fair value of the cost method investments was not evaluated for impairment at January 31, 2016 since there were no identified events or changes in circumstances that may have a significant adverse effect on the fair value of these investments and the Company concluded that it is not practicable to estimate the fair value of these investments. On January 11, 2016, the Company announced that it had entered into a strategic agreement to accelerate the introduction of a 100Gbps single wavelength optical module solution. As part of this agreement, the Company made an investment under which it acquired preferred stock and a call option that would allow it to purchase all of the outstanding equity of MultiPhy Ltd. ("MultiPhy") at a fixed price. The Company does not expect to exercise this option within the next twelve months. |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Jan. 31, 2016 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Fair Value Measurements Instruments Measured at Fair Value on a Recurring Basis Financial assets measured and recorded at fair value on a recurring basis consisted of the following types of instruments: Fair Value as of January 31, 2016 Fair Value as of January 25, 2015 (in thousands) Total (Level 1) (Level 2) (Level 3) Total (Level 1) (Level 2) (Level 3) Cash equivalents $ 16,866 $ 16,866 $ — $ — $ 23,271 $ 23,271 $ — $ — Total available-for-sale securities 16,866 16,866 — — 23,271 23,271 — — Interest rate cap — — — — 33 — 33 — Total financial assets $ 16,866 $ 16,866 $ — $ — $ 23,304 $ 23,271 $ 33 $ — Triune Earn-Out $ — $ — $ — $ — $ — $ — $ — $ — Cycleo Earn-Out 1,457 — — 1,457 1,619 — — 1,619 Total financial liabilities $ 1,457 $ — $ — $ 1,457 $ 1,619 $ — $ — $ 1,619 The Company’s available-for-sale securities consist primarily of money market accounts that do not have a stated maturity date. The fair value of the interest rate cap at January 31, 2016 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 two -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 four -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. For both the Triune Earn-out and Cycleo Earn-out, these companies have business profiles comparable to a start-up company. Accordingly, their revenue projections are subject to significant revisions. This characteristic has resulted in volatile changes to the measurement of fair value of the Triune Earn-out since the time of the acquisition. 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 twelve months ended January 31, 2016 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 fair value of contingent earn-out obligations (162 ) (16,200 ) (16,362 ) Balance as of January 31, 2016 $ 1,457 $ — $ 1,457 Financial assets measured and recorded at fair value on a recurring basis were presented on the Company’s consolidated balance sheets as follows: Fair Value as of January 31, 2016 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 $ 16,866 $ 16,866 $ — $ — $ 23,271 $ 23,271 $ — $ — Other assets — — — — 33 — 33 — Total financial assets $ 16,866 $ 16,866 $ — $ — $ 23,304 $ 23,271 $ 33 $ — Financial liabilities: Cycleo Earn-Out $ 1,457 $ — $ — $ 1,457 $ 1,619 $ — $ — $ 1,619 Total financial liabilities $ 1,457 $ — $ — $ 1,457 $ 1,619 $ — $ — $ 1,619 During fiscal years 2016 and 2015 , the Company had no transfers of financial assets or liabilities between Level 1, Level 2 or Level 3. As of January 31, 2016 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 $77.1 million and Revolving Commitments (as defined in Note 10 ) is $181.0 million at January 31, 2016 both of which 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 equity investments during fiscal year 2016. |
Inventories
Inventories | 12 Months Ended |
Jan. 31, 2016 | |
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) January 31, 2016 January 25, 2015 Raw materials $ 2,094 $ 1,624 Work in progress 40,940 36,759 Finished goods 20,841 35,285 Inventories $ 63,875 $ 73,668 |
Property, Plant and Equipment
Property, Plant and Equipment | 12 Months Ended |
Jan. 31, 2016 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment | Property, Plant and Equipment The following is a summary of property and equipment, at cost less accumulated depreciation: (in thousands) January 31, 2016 January 25, 2015 Property $ 8,888 $ 9,022 Buildings 18,749 18,657 Leasehold improvements 10,182 10,429 Machinery and equipment 141,357 135,956 Enterprise resource planning systems 35,907 26,890 Furniture and office equipment 28,166 33,780 Construction in progress 1,539 1,325 Property, plant and equipment, gross 244,788 236,059 Less accumulated depreciation and amortization (143,782 ) (120,588 ) Property, plant and equipment, net $ 101,006 $ 115,471 As of January 31, 2016 and January 25, 2015 , construction in progress consists primarily of machinery and equipment. During the fiscal year ended January 31, 2016 , the Company did not record significant impairment charges. During the fiscal year ended January 25, 2015, the Company recorded impairment charges against certain property, plant and equipment assets as a result of its strategic decision to reduce its investment in the defense and microwave communications infrastructure market and further reduction of its investment in the optical long-haul markets. These impairment charges relate primarily to limited sales volumes through the remaining life of the assets. In determining the amount of impairment, the Company used a sales comparison method and cost approach to estimate the fair value of property, plant and equipment, and an income approach to estimate the fair value of intangible assets. The Company concluded that the Systems Innovation reporting unit is also the asset group for impairment testing purposes. The categorization and classification of these charges, recorded in fiscal year 2015, are summarized below: (in thousands) Machinery and equipment Furniture and office equipment Leasehold improvements Total Cost of sales $ 2,799 $ 10 $ 1 $ 2,810 Product development and engineering 3,477 33 — 3,510 Selling, general and administrative expenses 5 — 1 6 Total impairment charge $ 6,281 $ 43 $ 2 $ 6,326 During the fiscal year ended January 26, 2014, the Company recorded impairment charges against certain property, plant and equipment assets as a result of its strategic decision to reduce its investment in the optical long-haul market. These impairment charges relate primarily to excess manufacturing capacity. In determining the amount of impairment, the Company used a cost approach to estimate the fair value of test equipment, computer software, leasehold improvements and furniture and fixtures. The sales comparison approach was used to value computer hardware. The Company concluded that the former Advanced Communication reporting unit, which subsequently became part of the Signal Integrity and Timing product group (the Signal Integrity product group since the first quarter of fiscal 2015), is also the asset group for impairment testing purposes. See Note 17 . The categorization and classification of these charges, recorded in fiscal year 2014, are summarized below: (in thousands) Machinery and equipment Furniture and office equipment Leasehold improvements Total Cost of sales $ 4,019 $ 5 $ 317 $ 4,341 Product development and engineering 2,173 12 2 2,187 Selling, general and administrative expenses 23 69 222 314 Total impairment charge $ 6,215 $ 86 $ 541 $ 6,842 The net book value of equipment and machinery that are consigned to multiple foundries in China is $5.5 million and $7.6 million as of January 31, 2016 and January 25, 2015 , respectively. The net book value of equipment and machinery that are consigned to a foundry in Malaysia is $1.6 million and $2.3 million as of January 31, 2016 and January 25, 2015 , respectively. Depreciation expense was $23.2 million , $21.1 million , and $21.8 million in fiscal years 2016 , 2015 , and 2014 , respectively. |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 12 Months Ended |
Jan. 31, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets | Goodwill and Intangible Assets Goodwill – Changes in the carrying amount of goodwill by applicable reporting unit were as follows: (in thousands) Signal Integrity Power and High-Reliability Wireless and Sensing Total Balance as of January 25, 2015 $ 261,891 $ — $ 18,428 $ 280,319 Additions — 49,384 — 49,384 Balance at January 31, 2016 $ 261,891 $ 49,384 $ 18,428 $ 329,703 During fiscal year 2016, goodwill associated with the Power and High-Reliability product group increased due to the Company’s acquisition of Triune (see Note 3 ). 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 and Sensing) (see Note 16 ). 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 at the reporting unit level as of November 30, 2015 and November 30, 2014, the dates of the Company’s annual impairment review for fiscal years 2016 and 2015, respectively. The Company estimated the fair values using an income approach. 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. Specifically, the income approach valuations included the following assumptions: November 30, 2015 November 30, 2014 Discount rate 11.0% - 24.0% 12.0% - 15.0% Perpetual growth rate 3.0% 3.0% Tax rate 13.5% - 40.0% 10.1% - 28.1% Risk-free rate 2.6% 2.6% Peer company beta 1.2 - 1.9 1.0 - 1.8 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). In addition to its annual review, the Company performs a test of impairment when indicators of impairment are present. As of January 31, 2016 and January 25, 2015 , there were no indications of impairment of the Company's goodwill balances. In December 2013, goodwill relating to the former Advanced Communications reporting unit was determined to be impaired by $116.7 million , prior to its integration with the Gennum reporting unit into the former Signal Integrity and Timing reporting unit, as a result of a reduction in forecasted revenue resulting from the Company's decision to reduce investments in the optical long-haul market. This impairment is included in the consolidated statements of operations under “Goodwill 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: January 31, 2016 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 5-8 years $ 148,210 $ (74,006 ) $ 74,204 $ 134,155 $ (53,286 ) $ 80,869 Customer relationships 5-10 years 30,030 (15,847 ) 14,183 28,030 (11,480 ) 16,550 Technology licenses (1) 2 years 100 (58 ) 42 263 (169 ) 94 Other intangibles assets 1-5 years 6,600 (6,600 ) — 6,600 (6,513 ) 87 Total finite-lived intangible assets $ 184,940 $ (96,511 ) $ 88,429 $ 169,048 $ (71,448 ) $ 97,600 (1) Technology licenses relate to licensing agreements entered into by the Company that are used in research and development activities and have alternative future uses. Amortization expense related to technology licenses is reported as “Product development and engineering” in the consolidated statements of operations. The Company reviews finite-lived intangible assets for impairment when there are indicators of impairment, by comparing the carrying amount of the asset to the future discounted cash flows that asset is expected to generate. In December 2014, certain intangible assets relating to the Systems Innovation reporting unit were determined to be impaired as a result of the Company's strategic decision to reduce its investment in the defense and microwave communications markets and its additional reductions in the long-haul optical market. In December 2013, certain intangible assets relating to the former Advanced Communications reporting unit were determined to be impaired prior to its integration with the Gennum reporting unit into the Signal Integrity and Timing reporting unit (known as the Signal Integrity reporting unit since the first quarter of fiscal 2015), as a result of the reduction in forecasted revenue resulting from the Company’s decision to reduce investments in the optical long-haul market. Impairments for technology licenses are included in “Product development and engineering” on the consolidated statements of operations. The impairment of core technologies and customer relationships is included in “Intangible asset impairments” on the consolidated statements of operations. Impairment charges for these items, which resulted in a new basis for the affected intangible assets, are included in the consolidated statements of operations as follows: (in thousands) January 31, 2016 January 25, 2015 January 26, 2014 Product development and engineering $ — $ 3,119 $ 2,354 Intangible asset impairments — 11,636 29,938 Impairment of finite-lived intangible assets $ — $ 14,755 $ 32,292 The following table sets forth the Company’s changes to finite-lived intangible assets resulting from purchases, additions from acquisitions, and transfers from IPR&D: (in thousands) Gross Carrying Amount Gross carrying value at January 26, 2014 $ 185,997 Purchased intangible assets 1,100 Acquired intangible assets 1,430 Decrease in gross carrying value due to impairment of finite-lived intangible assets (19,479 ) Gross carrying value at January 25, 2015 169,048 Purchased intangible assets 12,000 Transfers from in-process research and development 4,000 Other (108 ) Gross carrying value at January 31, 2016 $ 184,940 Amortization expense related to finite-lived intangible assets is reported as “Intangible amortization” in the consolidated statements of operations. The estimated annual amount of future amortization expense for finite-lived intangible assets is expected to be as follows: (in thousands) To be recognized in: Core Technologies Customer relationships Technology licenses Total 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 Fiscal year 2021 2,856 33 — $ 2,889 Thereafter 1,151 — — $ 1,151 Total expected amortization expense $ 74,204 $ 14,183 $ 42 $ 88,429 The following table sets forth the Company’s indefinite-lived intangible assets from additions to IPR&D, acquisitions, impairments, and transfers to core technologies: (in thousands) Gross Carrying Amount Net carrying value at January 26, 2014 $ 4,000 In-process research and development through acquisitions — In-process research and development impairment — Transfers to core technologies — Net carrying value at January 25, 2015 4,000 In-process research and development through acquisitions — In-process research and development impairment — Transfers to core technologies (4,000 ) Net carrying value at January 31, 2016 $ — The Company reviews indefinite-lived intangible assets for impairment as of November 30, each year, by comparing the carrying amount of the asset to the future discounted cash flows that asset is expected to generate. At January 25, 2015, the Company had a total of $4.0 million of indefinite-lived intangible assets consisting of IPR&D from a previous acquisition. During the third quarter of fiscal year 2016, these indefinite-lived intangible assets were transferred into finite-lived intangible assets in Core technologies. The Company performed an impairment assessment prior to the transfer of these assets and concluded that no indicators of impairment existed. When performing the annual impairment assessment for fiscal year 2015, the fair value of the IPR&D project was determined using an income approach. The valuation measured the returns attributable to the IPR&D project, discounted to present value using a risk-adjusted rate of return, including, as appropriate, any tax benefits derived from amortizing the intangible asset for tax purposes. Significant factors considered in the calculation of the rate of return were the weighted-average cost of capital and return on assets, as well as the risk inherent in the development process, including the likelihood of achieving technology success and market acceptance. The key unobservable inputs utilized in the model include a discount rate of 12.0% , a market participant tax rate of 28.1% , and expected future cash flows based on current product and market data. In addition to its annual review, the Company performs a test of impairment when indicators are present. As of January 25, 2015, there were no indications of impairment in the balance of the IPR&D asset. |
Accrued Liabilities
Accrued Liabilities | 12 Months Ended |
Jan. 31, 2016 | |
Payables and Accruals [Abstract] | |
Accrued Liabilities | Accrued Liabilities The following is a summary of accrued liabilities for fiscal years 2016 and 2015 : (in thousands) January 31, 2016 January 25, 2015 Compensation $ 15,895 $ 20,642 Equity awards accounted for as a liability 594 718 Deferred compensation 1,448 527 Accrued sales and marketing expenses 4,130 5,028 Accrued professional fees 2,149 4,019 Accrued interest expense 9 93 Income taxes payable 8,765 6,153 Accrued taxes 394 32 Accrued restructuring 342 282 Other 7,478 12,260 Accrued liabilities $ 41,204 $ 49,754 |
Credit Facilities
Credit Facilities | 12 Months Ended |
Jan. 31, 2016 | |
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 January 31, 2016, 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 New 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 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 January 31, 2016 , the interest rates payable on both the Term Loans and the Revolving Commitments was 2.31% . Scheduled maturities of current and long-term Term Loans are as follows: (in thousands) Fiscal Year Ending: 2017 $ 18,750 2018 24,375 2019 34,000 2020 — 2021 — Total debt $ 77,125 There are no scheduled principal payments for the Revolving Commitments which had an outstanding balance of $181.0 million at January 31, 2016 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 3 ). On October 23, 2015, the Company made a voluntary payment of $12.0 million against the Revolving Commitments. In fiscal year 2015, the Company made a voluntary payment of $25.0 million against the Revolving Commitments. In fiscal year 2014, the Company made an early prepayment of $26.0 million against the Term Loans. All obligations of Semtech 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 January 31, 2016 . 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. |
Stock-Based Compensation
Stock-Based Compensation | 12 Months Ended |
Jan. 31, 2016 | |
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 fiscal years 2016 , 2015 and 2014 : Fiscal Year Ended (in thousands) January 31, 2016 January 25, 2015 January 26, 2014 Cost of sales $ 1,555 $ 1,621 $ 1,664 Selling, general and administrative 10,055 17,387 12,071 Product development and engineering 8,858 10,621 10,854 Stock-based compensation $ 20,468 $ 29,629 $ 24,589 Net change in stock-based compensation capitalized into inventory $ (98 ) $ 111 $ 36 The tax benefit realized from option exercise activity for fiscal years 2016 , 2015 and 2014 was $5.9 million , $0.0 million and $12.8 million , respectively. 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 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 fiscal years 2016 , 2015 and 2014 : Fiscal Year Ended January 31, 2016 January 25, 2015 January 26, 2014 Expected lives, in years 4.2 - 4.3 3.0 - 4.4 4.1 - 4.7 Estimated volatility 29% - 32% 33% - 40% 30% - 35% Dividend yield — — — Risk-free interest rate 1.24% - 1.49% 0.74% - 1.47% 0.65% - 1.6% Weighted average fair value on grant date $6.08 $7.18 $8.92 Stock Option Awards . The Company has historically granted stock option awards to both employees and non-employee directors. The fair value of these grants was measured on the grant date. 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 3 - 4 years). The following table summarizes the activity for stock options for fiscal years 2016 , 2015 and 2014 : (in thousands, except for per share amounts) Number of Shares Weighted Average Exercise Price (per share) Aggregate Intrinsic Value (1) Aggregate Unrecognized Compensation Number of Shares Exercisable Weighted Average Contractual Term (years) Balance at January 27, 2013 2,579 $ 18.29 $ 29,789 $ 3,817 1,937 Options granted 376 30.62 Options exercised (970 ) 16.61 16,052 Options cancelled/forfeited (50 ) 26.10 Balance at January 26, 2014 1,935 21.33 7,722 4,354 1,275 Options granted 426 24.87 Options exercised (554 ) 16.04 5,446 Options cancelled/forfeited (44 ) 26.69 Balance at January 25, 2015 1,763 23.70 7,722 4,688 986 Options granted 364 22.74 Options exercised (359 ) 16.34 1,851 Options cancelled/forfeited (261 ) 23.94 Balance at January 31, 2016 1,507 $ 25.18 $ 962 $ 3,748 775 Exercisable at February 1, 2017 775 $ 25.49 $ 444 2.3 Vested and expected to vest after February 1, 2016 1,435 $ 25.31 $ 876 3.4 (1) Represents the difference between the exercise price and the value of the Company’s stock at the time of exercise, for exercised grants. For outstanding awards, represents the difference between the exercise price and the value of the Company’s stock at fiscal year-end. The following table summarizes information about stock options outstanding at January 31, 2016 : (number of shares in thousands) Number of Shares Weighted Average Exercise Price (per share) Weighted Average Contractual Term (years) Price Range Analysis - Outstanding $1.15 - $4.53 3 $ 4.50 1.6 $7.97 - $13.76 2 11.19 4.0 $15.92 - $24.46 597 20.41 3.4 $24.74 - $35.17 905 28.44 3.5 Total outstanding 1,507 $ 25.18 3.5 Price Range Analysis - Exercisable $1.15 - $4.53 3 $ 4.50 1.6 $7.97 - $13.76 2 11.19 4.0 $15.92 - $24.46 316 21.18 1.7 $24.74 - $35.17 454 28.73 2.8 Total exercisable 775 $ 25.49 2.3 The following table summarizes information regarding unvested stock option awards at January 31, 2016 : (in thousands, except for per share amounts) Number of Shares Weighted Average Exercise Price (per share) Weighted Average Grant Date Fair Value (per share) Weighted Average Remaining Expense Period (years) Total Fair Value Balance at January 27, 2013 642 $ 23.66 $ 8.31 1.9 $ 5,333 Options granted 376 30.62 8.92 3,355 Options vested (310 ) 21.58 7.77 2,406 Options forfeited (48 ) 26.16 8.53 422 Balance at January 26, 2014 660 28.39 8.88 2.3 5,856 Options granted 426 24.87 7.18 3,058 Options vested (275 ) 27.03 8.77 2,414 Options forfeited (35 ) 26.32 8.02 283 Balance at January 25, 2015 776 27.09 8.01 2.4 6,217 Options granted 364 22.74 6.08 2,210 Options vested (309 ) 27.64 8.08 2,494 Options forfeited (102 ) 25.90 7.34 748 Balance at January 31, 2016 729 $ 24.84 $ 7.00 2.2 $ 5,110 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 363,032 shares and an additional 363,032 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 363,032 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 January 31, 2016 , the performance metrics associated with the outstanding awards issued in fiscal years 2016 and 2015 are expected to be met at a level which would result in a grant at 58% and 0% of target, respectively. The awards for fiscal year 2014 did not meet the required performance level and were cancelled. 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 fiscal years 2016 , 2015 and 2014 : Subject to Share Settlement Subject to Cash Settlement Weighted Average Grant Date Aggregate Period Over Which Expected (in thousands, except for per share amounts) Total Units Units Units Recorded Liability Fair Value (per share) Unrecognized Compensation to be Recognized (in years) Balance at January 27, 2013 353 181 172 $ 4,422 $ 23.50 $ 4,757 1.1 Performance units granted 186 93 93 30.82 Performance units vested (114 ) (57 ) (57 ) — 16.68 Performance units cancelled/forfeited (49 ) (25 ) (24 ) 28.82 Change in liability (3,117 ) Balance at January 26, 2014 376 192 184 1,305 28.50 3,893 1.3 Performance units granted 256 128 128 24.74 Performance units vested (93 ) (52 ) (41 ) — 23.83 Performance units cancelled/forfeited (113 ) (57 ) (56 ) 28.76 Change in liability 586 Balance at January 25, 2015 426 211 215 1,891 27.17 6,164 1.6 Performance units granted 235 145 90 28.60 Performance units vested — — — — — Performance units cancelled/forfeited (275 ) (153 ) (124 ) 29.11 Change in liability — (1,654 ) Balance at January 31, 2016 386 203 181 $ 237 $ 26.57 $ 1,925 1.5 The liability associated with performance units decreased by $1.7 million in fiscal year 2016 due to the cancellation of the awards from fiscal year 2014, forfeitures, re-measurement adjustments 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 tables summarize the assumptions used in the Monte Carlo simulation model to determine the fair value of restricted stock units granted in fiscal year 2015 for both Tranche 1 and Tranche 2. Tranche 1: For the fiscal year ended January 25, 2015 Expected life, in years 1.6 Estimated volatility 34 % Dividend yield — % Risk-free interest rate 1.5 % Weighted average fair value on grant date $ 17.26 Tranche 2: For the fiscal year ended January 25, 2015 Expected life, in years 2.1 Estimated volatility 34 % Dividend yield — % Risk-free interest rate 1.5 % Weighted average fair value on grant date $ 14.88 The following table summarizes the activity for the market performance restricted stock units for the fiscal year ended January 31, 2016 : (in thousands, except for per share amounts) Total Units Weighted Average Grant Date Fair Value (per unit) Aggregate Unrecognized Compensation Weighted Average Period Over Which Expected to be Recognized (in years) 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 January 31, 2016 220 $ 15.59 $ 143 0.1 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 fiscal years 2016 , 2015 and 2014 : (in thousands, except per share amount) 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 27, 2013 2,558 $ 23.41 $ 49,374 2.5 Stock units granted 891 30.95 Stock units vested (1,026 ) 21.34 $ 31,861 Stock units forfeited (228 ) 25.81 Balance at January 26, 2014 2,195 27.81 49,563 2.5 Stock units granted 929 23.90 Stock units vested (752 ) 25.55 18,237 Stock units forfeited (234 ) 26.29 Balance at January 25, 2015 2,138 26.43 44,506 2.4 Stock units granted 1,032 20.79 Stock units vested (736 ) 26.48 $ 16,175 Stock units forfeited (402 ) 25.65 Balance at January 31, 2016 2,032 $ 23.70 $ 35,692 2.4 (1) Reflects the value of Semtech stock on the date that the 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 fiscal years 2016 , 2015 and 2014 : (in thousands, except per share amount) 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 27, 2013 20 $ 4,557 $ 24.46 $ 253 0.4 Stock units granted 18 35.17 Stock units vested (20 ) 24.46 Stock units forfeited — Change in liability (576 ) Balance at January 26, 2014 18 3,981 35.17 177 0.4 Stock units granted 24 26.59 Stock units vested (18 ) 35.17 Stock units forfeited — Change in liability 1,233 Balance at January 25, 2015 24 5,214 26.59 275 0.4 Stock units granted 28 19.70 Stock units vested (24 ) 26.59 Stock units forfeited — Change in liability (1,344 ) Balance at January 31, 2016 28 $ 3,870 $ 19.70 $ 221 0.4 As of January 31, 2016 , the total number of vested but unsettled restricted stock units for non-employee directors is 175,132 . As of January 31, 2016 , $3.0 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 new 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 fiscal year 2016 : (in thousands, except per share amount) 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 January 31, 2016 24 $ 19.70 $ 186 0.4 (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. Modification of Awards On December 19, 2014 and August 17, 2015, the Company modified the equity awards of certain executive officers by providing for the acceleration of vesting upon termination of their employment in certain circumstances in connection with a change in control of the Company. These modifications impacted the stock awards of 12 executive employees and resulted in no incremental compensation cost for the fiscal year ended January 31, 2016 . |
Interest Income and Other (Expe
Interest Income and Other (Expense) Income, Net | 12 Months Ended |
Jan. 31, 2016 | |
Interest Income and Other Expense Disclosure [Abstract] | |
Interest Income and Other (Expense) Income, Net | Interest Income and Other (Expense) Income, Net Interest and other expense, net, consist of the following: Fiscal Year Ended (in thousands) January 31, 2016 January 25, 2015 January 26, 2014 Interest income $ 13 $ 43 $ 342 Non-recoverable VAT tax (494 ) (323 ) (598 ) Foreign currency transaction gain (loss) (665 ) 702 (648 ) Miscellaneous expense (655 ) (257 ) (486 ) Interest income and other income (expense), net $ (1,801 ) $ 165 $ (1,390 ) |
Income Taxes
Income Taxes | 12 Months Ended |
Jan. 31, 2016 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes The provision (benefit) for taxes consists of the following: Fiscal Year Ended (in thousands) January 31, 2016 January 25, 2015 January 26, 2014 Current tax provision Federal $ — $ 749 $ 3,769 State — — 554 Foreign 8,709 7,810 14,962 Subtotal 8,709 8,559 19,285 Deferred tax provision (benefit) Federal 6,679 508 23,938 State (96 ) (100 ) (1,293 ) Foreign (6,410 ) (419 ) (5,945 ) Subtotal 173 (11 ) 16,700 Provision for taxes $ 8,882 $ 8,548 $ 35,985 The provision (benefit) for taxes reconciles to the amount computed by applying the statutory federal rate to income before taxes as follows: Fiscal Year Ended (in thousands) January 31, 2016 January 25, 2015 January 26, 2014 Federal income tax at statutory rate $ 7,133 $ 12,775 $ (44,968 ) State income taxes, net of federal benefit (7 ) (100 ) (1,260 ) Foreign taxes at rates less than federal rates (62 ) (11,960 ) (8,378 ) Tax credits generated (3,598 ) (5,302 ) (5,523 ) Changes in valuation allowance 1,847 14,284 52,942 Goodwill impairment — — 40,840 Changes in uncertain tax positions 1,009 (5,167 ) 893 Deemed dividends 276 2,513 726 Equity compensation 2,529 2,200 1,173 Permanent differences 28 (93 ) 2,895 Deferred tax provision - indefinite life intangibles 5,670 — — Triune earn-out (5,670 ) — — Revaluation of deferred tax assets and liabilities 334 (432 ) (12 ) Other (607 ) (170 ) (3,343 ) Provision for taxes $ 8,882 $ 8,548 $ 35,985 The Company receives an income tax benefit from tax rate differentials due to its presence in foreign jurisdictions such as Switzerland and Canada where statutory rates are lower than US federal tax rates. This income tax benefit is reflected in the line item “Foreign taxes at rates less than federal rates.” The Company, via its Swiss subsidiary, Semtech International AG, receives an income tax benefit in Switzerland because only a portion of its total earnings are subject to taxation in Switzerland. Specifically, in the third quarter of fiscal year 2014, the Company received a new Swiss tax ruling (“New Swiss Ruling”), with an effective date retroactive to the beginning of fiscal year 2014, which allows the Company to compute Swiss income tax using an allocated portion of its total pre-tax earnings that are attributable to the sourcing of production activities. This New Swiss Ruling superseded a Swiss tax ruling that was in effect during fiscal years 2012 and 2013 (“Previous Swiss Ruling”). The Previous Swiss Ruling required the Company to allocate each element of revenue and expense to activities sourced to Switzerland or outside Switzerland based on an analysis of where certain activities were being performed. In the next twelve months, the Company intends to revisit its existing Swiss tax ruling and begin discussions with local authorities as a result of changes in Swiss tax law that are expected to occur within the next twelve months. The impact of these changes are not expected to have a material impact on our effective tax rate. On November 20, 2015, the FASB issued Accounting Standards Update ("ASU") No. 2015-17, Balance Sheet Classification of Deferred Taxes, requiring all deferred tax assets and liabilities, and any related valuation allowance, to be classified as non-current on the balance sheet. The classification change for all deferred taxes as non-current simplifies entities’ processes as it eliminates the need to separately identify the net current and net non-current deferred tax asset or liability in each jurisdiction and allocate valuation allowances. The company elected to prospectively adopt the accounting standard in the beginning of our fourth quarter of fiscal 2016. Prior periods in our Consolidated Financial Statements were not retrospectively adjusted. The deferred tax assets and deferred tax liabilities are classified in the consolidated balance sheets as follows: (in thousands) January 31, 2016 January 25, 2015 Deferred tax assets Current $ — $ 2,478 Non-current 7,354 106 Subtotal 7,354 2,584 Deferred tax liabilities Current — (1,444 ) Non-current (6,802 ) (2,477 ) Subtotal (6,802 ) (3,921 ) Net deferred tax assets (liabilities) $ 552 $ (1,337 ) The components of the net deferred income tax assets and liabilities at January 31, 2016 and January 25, 2015 are as follows: (in thousands) January 31, 2016 January 25, 2015 Current deferred tax asset: Deferred revenue $ — $ 3,052 Inventory reserve — 3,156 Payroll and related accruals — 2,306 Bad debt reserve — 927 Accrued service fees — 608 Other deferred assets — 1,191 Valuation allowance — (8,637 ) Total current deferred tax asset — 2,603 Non-current deferred tax asset: Deferred revenue 4,295 — Inventory reserve 2,931 — Bad debt reserve 521 — Accrued service fees 238 — Research and development charges 584 1,323 Research credit carryforward 32,605 40,819 NOL carryforward 38,979 29,144 Payroll and related accruals 8,773 7,148 Stock-based compensation 5,006 6,176 Other deferred assets 6,281 5,054 Valuation allowance (77,383 ) (66,899 ) Total non-current deferred tax asset 22,830 22,765 Current deferred tax liabilities: Inventory reserve - foreign — (826 ) Bad debt reserve - foreign — (256 ) Other current deferred tax liabilities — (373 ) Total current deferred tax liabilities — (1,455 ) Non-current deferred tax liabilities: Inventory reserve - foreign (515 ) — Depreciation and amortization - foreign (194 ) — Purchase accounting deferred tax liabilities (16,895 ) (20,917 ) Depreciation and amortization (3,324 ) (2,956 ) Other non-current deferred tax liabilities (1,350 ) (1,377 ) Total non-current deferred tax liabilities (22,278 ) (25,250 ) Net deferred tax assets (liabilities) $ 552 $ (1,337 ) As of January 31, 2016 , the Company had federal and state net operating loss carryforwards of $114.7 million and $97.4 million , respectively, which, subject to certain limitations, are available to offset future taxable income through fiscal year 2036. A portion of these losses were generated by Sierra Monolithics Inc. (“SMI”) prior to the Company’s purchase of SMI in fiscal year 2010 and therefore are subject to change of control provisions which limit the amount of acquired tax attributes that can be utilized in a given tax year. The Company does not expect these changes in control limitations to significantly impact its ability to utilize these attributes. Included in the Company’s net operating loss carryforward deferred tax asset is approximately $8.4 million of deferred tax assets attributable to excess equity deductions related to stock awards that are not included on the Company’s consolidated balance sheet. The portion of the Company’s deferred tax asset related to such excess tax benefits is excluded from the Company's recognized deferred tax asset, even if the facts and circumstances indicate that it is more likely than not that the deferred tax asset can be realized. The credit to paid-in-capital will be recorded when the benefit is reflected in the Company's taxes payable. As of January 31, 2016 , the Company had gross federal and state research credits available of approximately $13.3 million and $13.9 million , respectively, which are available to offset taxable income. These credits will expire between fiscal years 2021 through 2036. As of January 31, 2016 , the Company had federal Alternative Minimum Tax credits available of approximately $1.3 million . The Company also had gross Canadian research credits available of approximately $24.7 million . These credits will expire between fiscal years 2029 and 2036. As of January 31, 2016 , the Company has a full valuation allowance against its U.S. deferred tax assets of approximately $77.4 million . The Company assessed whether a valuation allowance should be recorded against all of its deferred tax assets (“DTAs”) based on the consideration of all available evidence, using a “more likely than not” realization standard. The four sources of taxable income that must be considered in determining whether DTAs will be realized are, (1) future reversals of existing taxable temporary differences (i.e., offset of gross deferred tax assets against gross deferred tax liabilities); (2) taxable income in prior carryback years, if carryback is permitted under the tax law; (3) tax planning strategies and (4) future taxable income exclusive of reversing temporary differences and carryforwards. In assessing whether a valuation allowance is required, significant weight is given to evidence that can be objectively verified. The Company evaluated its DTAs each reporting period, including an assessment of the cumulative income or loss generated by jurisdiction over the most recent three-year period, to determine if a valuation allowance was required. A significant negative factor in the assessment was the Company’s three-year cumulative loss history as of January 31, 2016 and January 25, 2015 in the U.S. After a review of the four sources of taxable income described above, the Company determined that the U.S. was in a three-year cumulative loss position as of January 31, 2016 and January 25, 2015. A three-year cumulative loss is considered to be a significant negative factor and the Company concluded that it is not more likely than not that its DTAs in the U.S. at January 31, 2016 and January 25, 2015 will be realized. As a result, the Company recorded a full valuation allowance on its DTAs in the U.S., with a corresponding charge to the income tax provision of approximately $9.1 million as of January 31, 2016. During the fourth quarter of fiscal year 2016, the Company assessed current facts and circumstances and whether a valuation allowance would be appropriate for its Canadian deferred tax assets, and concluded that sufficient positive evidence exists to conclude that it is more likely than not that these deferred tax assets will be realized. The Company is forecasting pretax income growth for its Canadian operations over the next five years, and correspondingly estimated Canadian based taxes over the next five years. The amount of anticipated taxes owed in this period was compared to the Company’s net deferred tax assets to conclude that the Company would be able to utilize its deferred tax assets without any concerns related to expiration. As a result, valuation allowances on the Canadian deferred tax assets were released, with a corresponding benefit to the income tax provision of approximately $7.2 million . The net charge to the income tax provision is approximately $1.8 million in fiscal 2016. Changes in the valuation allowance for the three years ended January 31, 2016 are summarized in the table below: Fiscal Year Ended (in thousands) January 31, 2016 January 25, 2015 January 26, 2014 Beginning balance $ 75,536 $ 61,251 $ 8,320 Additions 9,055 14,285 52,931 Releases (7,208 ) — — Ending balance $ 77,383 $ 75,536 $ 61,251 As of January 31, 2016 , the Company had approximately $516.8 million of unremitted earnings related to the Company’s wholly owned foreign subsidiaries for which income taxes have not been provided. Uncertain Tax Positions 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 unrecognized tax benefits (net of federal impact of state items) is as follows: Fiscal Year Ended (in thousands) January 31, 2016 January 25, 2015 Beginning balance $ 7,774 $ 12,348 Additions based on tax positions related to the current year 1,425 466 Reductions for tax positions of prior years, net (767 ) (3,970 ) Reductions for settlements with tax authorities, net — (1,070 ) Ending balance $ 8,432 $ 7,774 Included in the balance of unrecognized tax benefits at January 31, 2016 and January 25, 2015 , are $8.4 million and $7.8 million , respectively, of net tax benefits (after federal impact of state items) that, if recognized, would impact the effective tax rate. The liability for UTP is reflected on the consolidated balance sheets as follows: Fiscal Year Ended (in thousands) January 31, 2016 January 25, 2015 Deferred tax assets - non-current $ 7,162 $ 7,522 Accrued liabilities — — Other long-term liabilities 1,270 252 Total accrued taxes $ 8,432 $ 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 operations. Since the Company has sufficient net operating losses and R&D credit carryforwards, there would be no cash tax liability, and therefore no additional penalties or interest accrued during fiscal year 2016 . The Company had approximately $0.3 million of net interest and penalties accrued at January 31, 2016 and January 25, 2015 . Tax years prior to 2012 (the Company’s fiscal year 2013) 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 2011 (the Company’s fiscal year 2012). 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 | 12 Months Ended |
Jan. 31, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments And Contingencies | Commitments and Contingencies Leases The Company leases facilities and certain equipment under operating lease arrangements expiring in various years through fiscal year 2024. The aggregate minimum annual lease payments under leases in effect on January 31, 2016 are as follows: Minimum Annual Lease Payments (in thousands) Fiscal Year Ending: 2017 $ 7,184 2018 5,732 2019 4,730 2020 3,630 2021 3,030 Thereafter 3,377 Total minimum lease commitments $ 27,683 Rent expense was $7.7 million , $8.8 million and $9.3 million for fiscal years 2016 , 2015 and 2014 , respectively. The Company received $135,000 , $142,000 and $140,000 of sub-lease income in fiscal years 2016 , 2015 and 2014 , respectively. Unconditional Purchase Commitments The following table shows the Company’s open capital commitments, other open purchase commitments, and other vendor commitments for the purchase of plant, equipment, raw material, supplies and services: (in thousands) Less than 1 year 1-3 years Total Open capital purchase commitments $ 1,537 $ — $ 1,537 Other open purchase commitments 41,813 3,376 45,189 Other vendor commitments — — — Total purchase commitments $ 43,350 $ 3,376 $ 46,726 Legal 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. 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 IP, contract, product liability, employment, and environmental matters. 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. The Company’s currently pending legal matters of note are discussed below: 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. 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. More recently, the State has indicated that it will pursue parties for additional remediation and/or costs, including potentially the Company. 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 determined a likely range of probable loss between $2.7 million and $5.7 million with respect to its former facility at Newbury Park, California. Based on recent determinations by the RWQCB and refinement of the draft remedial action plan, the Company has revised its likely range of probable loss to be 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 revised range of loss. Therefore, the Company has recorded the minimum amount of $5.3 million , $1.1 million of which is recorded under "Accrued liabilities" with the remaining $4.2 million recorded under “Other long-term liabilities” on the Company’s consolidated 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. The Company settled a dispute on February 11, 2016. Under the terms of this settlement, the Company received an unsecured subordinated convertible promissory note in the principal amount of $5.7 million and a cash settlement of $0.3 million . The settlement is a gain contingency, a non-recognized subsequent event. 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. Retirement Plans The Company contributed $1.3 million , $1.3 million and $1.4 million , respectively, in fiscal years 2016 , 2015 and 2014 to the 401(k) retirement plan maintained for its domestic employees. The Company contributes to the CSEM Pension fund, a Swiss multi-employer plan, that provides pension benefits (the “Retirement Plan”). The Retirement Plan is a foundation into which several employers are affiliated. Benefits payable from the pension plan include retirement pension, death, and disability benefits. The risk of participating in this multi-employer plan is different from a single-employer plan due to the commingling of assets and related investment returns and risks and aggregation of actuarial experience and related gains or losses for allocation amongst participating employers; contributions pursuant to prescribed formula consistent for all participating employers; and, in the event of a participating employer’s withdrawal from the Retirement Plan, retirees receiving benefits from the Retirement Plan remain within the Retirement Plan and will continue to receive future benefit payments funded by the remaining participating employers thereafter. The Retirement Plan is administered on behalf of a labor union, which is similar to common practices found in the US involving collective bargaining agreements and labor unions. EIN/Pension plan number, Pension protection act zone status, FIP/RP status and Form 5500 are not applicable as the Retirement Plan is a Swiss plan governed by pension laws in Switzerland. The Company contributed $0.8 million , $0.9 million and $0.8 million , respectively, in fiscal years 2016 , 2015 and 2014 to the Retirement Plan. At the date the Company’s financial statements were issued, the Retirement Plan’s audited financial statements were not available for the Retirement Plan year ended December 31, 2015. In addition, the Company also contributed $1.4 million in fiscal year 2016 to a defined contribution plan for its employees in Canada. Deferred Compensation The Company maintains a deferred compensation plan for certain officers and key executives that allows participants to defer a portion of their compensation for future distribution at various times permitted by the plan. This plan provides for a discretionary Company match up to a defined portion of the employee’s deferral, with any match subject to a vesting period. The following table shows the compensation expense and forfeitures under this plan for fiscal years 2016 , 2015 and 2014 : Fiscal Year Ended (in thousands) January 31, 2016 January 25, 2015 January 26, 2014 Forfeitures $ (159 ) $ (112 ) $ (180 ) Compensation (income) expense (660 ) 2,449 2,644 Compensation expense, net of forfeitures $ (819 ) $ 2,337 $ 2,464 The Company’s liability for the deferred compensation plan is presented below: (in thousands) January 31, 2016 January 25, 2015 Accrued liabilities $ 1,448 $ 527 Other long-term liabilities 17,976 19,241 Total deferred compensation liabilities under this plan $ 19,424 $ 19,768 The Company has purchased whole life insurance on the lives of certain current deferred compensation plan participants. This Company-owned life insurance is held in a grantor trust and is intended to cover a majority of the Company’s costs of the deferred compensation plan. The cash surrender value of the Company-owned life insurance was $16.8 million and $18.5 million as of January 31, 2016 and January 25, 2015 , respectively, and is included in “Other assets” on the consolidated balance sheet. 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 $6.3 million and $1.8 million as of January 31, 2016 and January 25, 2015 , respectively, of which $2.2 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 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 Triune Earn-out targets for fiscal year 2016 were not met and the Company does not expect to make any payments with regards to this period which represented $13.0 million of the total $70.0 million opportunity. A summary of earn-out liabilities by classification follows: Balance at January 31, 2016 Balance at January 25, 2015 (in thousands) Cycleo Triune Total Cycleo Triune Total Compensation expense $ 4,397 $ — $ 4,397 $ 140 $ — $ 140 Not conditional upon continued employment 1,457 — 1,457 1,619 — 1,619 Interest Expense 405 — 405 12 — 12 Total liability $ 6,259 $ — $ 6,259 $ 1,771 $ — $ 1,771 Amount expected to be settled within 12 months $ 2,155 $ — $ — $ — $ — $ — |
Concentration of Risk
Concentration of Risk | 12 Months Ended |
Jan. 31, 2016 | |
Risks and Uncertainties [Abstract] | |
Geographic Information and Concentration of Risk | Concentration of Risk Significant Customers 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: Fiscal Year Ended (percentage of net sales) January 31, 2016 January 25, 2015 January 26, 2014 Samsung Electronics (and affiliates) 7 % 11 % 12 % 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) January 31, 2016 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 fiscal year 2016 , approximately 28% of the Company’s silicon in terms of cost of wafers was supplied by a third-party foundry in China, and this percentage could be higher in future periods. For fiscal years 2015 and 2014, approximately 37% and 38% of the Company’s silicon in terms of cost of wafers was supplied by this third-party foundry in China, respectively. In fiscal year 2016 , authorized distributors accounted for approximately 58% of the Company’s net sales. Generally, the Company does not have long-term contracts with its distributors and most can terminate their agreement with little or no notice. For fiscal year 2016 , our two largest distributors were based in Asia. |
Segment Information
Segment Information | 12 Months Ended |
Jan. 31, 2016 | |
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 and Sensing 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: Fiscal Year Ended (in thousands) January 31, 2016 January 25, 2015 January 26, 2014 Semiconductor Products Group $ 485,570 $ 555,399 $ 577,312 All others 4,649 2,486 17,665 Total $ 490,219 $ 557,885 $ 594,977 Income by segment and reconciliation to consolidated operating income: Fiscal Year Ended (in thousands) January 31, 2016 January 25, 2015 January 26, 2014 Semiconductor Products Group $ 83,422 $ 136,823 $ 141,569 All others (3,670 ) (10,558 ) (2,744 ) Operating Income by segment 79,752 126,265 138,825 Items to reconcile segment operating income to consolidated income before taxes Intangible amortization and impairments 25,059 31,449 190,529 Stock-based compensation expense 20,468 29,629 24,589 Write-off of deferred financing costs — — 8,773 Inventory write-down — — 2,408 Restructuring charges 4,526 1,285 3,086 Changes in the fair value of contingent earn-out obligations (16,362 ) 1,391 (654 ) Environmental reserve 2,855 (65 ) — Other non-segment related expenses 11,686 1,984 2,176 Amortization of fair value adjustments related to acquired PP&E 1,521 18,335 16,835 Interest expense, net 7,819 5,927 18,174 Non-operating (income) expense, net 1,801 (165 ) 1,390 Income before taxes $ 20,379 $ 36,495 $ (128,481 ) 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. In December 2013, the Company announced that it was combining its Gennum and former Advanced Communication product groups. The combined net sales activity for these groups is reflected in the Signal Integrity product group. Fiscal Year Ended (in thousands, except percentages) January 31, 2016 January 25, 2015 January 26, 2014 Signal Integrity $ 221,185 45 % $ 219,024 39 % $ 254,556 43 % Protection 138,674 28 % 191,341 34 % 198,514 33 % Wireless and Sensing 70,712 14 % 80,632 14 % 65,947 11 % Power and High-Reliability 54,999 11 % 64,402 12 % 58,295 10 % Systems Innovation 4,649 1 % 2,486 — % 17,665 3 % Total net sales $ 490,219 100 % $ 557,885 100 % $ 594,977 100 % 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: Fiscal Year Ended (in thousands, except percentages) January 31, 2016 January 25, 2015 January 26, 2014 Asia-Pacific $ 358,480 73 % $ 412,514 74 % $ 432,097 73 % Europe 85,587 17 % 60,232 11 % 68,306 11 % North America 46,152 9 % 85,139 15 % 94,574 16 % Total net sales $ 490,219 100 % $ 557,885 100 % $ 594,977 100 % The Company attributes sales to a country based on the ship-to address. The table below summarizes sales activity to countries that represented greater than 10% of total net sales for at least one of the periods indicated: Fiscal Year Ended (percentage of total sales) January 31, 2016 January 25, 2015 January 26, 2014 China (including Hong Kong) 47 % 38 % 34 % United States 12 % 12 % 16 % Japan 8 % 11 % 11 % South Korea 6 % 9 % 11 % Total net sales 73 % 70 % 72 % The Company’s regional (loss) income from continuing operations before income taxes is as follows: Fiscal Year Ended (in thousands) January 31, 2016 January 25, 2015 January 26, 2014 Domestic $ (5,636 ) $ (33,540 ) $ (158,780 ) Foreign 26,015 70,035 30,299 Total $ 20,379 $ 36,495 $ (128,481 ) Domestic (loss) from continuing operations includes impairments in fiscal years 2015 and 2014, amortization of acquired intangible assets, litigation related expenses, and higher levels of stock-based compensation compared to foreign operations. Long-lived Assets Long-lived assets, which consist of property, plant and equipment, net of accumulated depreciation and classified by location are summarized as follows: (in thousands) January 31, 2016 January 25, 2015 United States $ 56,212 $ 63,449 Rest of North America 21,618 25,139 Europe 7,109 9,119 Asia and all others 16,066 17,764 Total $ 101,005 $ 115,471 Some of these assets are at locations owned or operated by the Company’s suppliers. The Company has consigned certain equipment to a foundry based in China to support its specialized processes run at the foundry. The Company has also installed its own equipment at some of its packaging and testing subcontractors in order to ensure a certain level of capacity, assuming the subcontractor has ample employees to operate the equipment. The net book value of equipment and machinery that are consigned to multiple foundries in China is $5.5 million and $7.6 million as of January 31, 2016 and January 25, 2015 , respectively. The net book value of equipment and machinery that are consigned to a foundry in Malaysia is $1.6 million and $2.3 million as of January 31, 2016 and January 25, 2015 , respectively. |
Restructuring Costs
Restructuring Costs | 12 Months Ended |
Jan. 31, 2016 | |
Restructuring and Related Activities [Abstract] | |
Restructuring Costs | Restructuring During 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 $4.5 million in fiscal year 2016. During 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 $1.3 million in fiscal year 2015. The Company completed the restructuring activities in the first quarter of fiscal 2015. Restructuring related liabilities are included in “Accrued liabilities” within the condensed consolidated balance sheets as of January 31, 2016 and January 25, 2015 , respectively. Restructuring charges are presented in “Restructuring charge” within the condensed consolidated statements of income. Activity under the restructuring plans is summarized in the following table: (in thousands) One-time employee termination benefits Contract commitments Total Balance at January 26, 2014 $ 1,387 $ 1,245 $ 2,632 Charges 662 623 1,285 Cash payments (1,767 ) (1,753 ) (3,520 ) Reclassifications — (115 ) (115 ) Balance at January 25, 2015 282 — 282 Charges 4,526 — 4,526 Cash payments (4,466 ) — (4,466 ) Balance at January 31, 2016 $ 342 $ — $ 342 As a result of these actions detailed above, the Company also recorded additional contract commitment cancellation charges as detailed below: Fiscal year ended (in thousands) January 31, 2016 January 25, 2015 January 26, 2014 Cost of sales $ — $ 2,983 $ 1,729 Product development and engineering — — 3,197 Total $ — $ 2,983 $ 4,926 During the fiscal year ended January 25, 2015, the Company implemented a strategic decision to reduce its investment in the defense and microwave communications infrastructure market and to further reduce investment in the optical long-haul market. As a result of this strategy, the Company also recorded charges associated with contract commitment cancellations totaling $3.0 million that are included in "Cost of sales" on the consolidated statements of operations. The restructuring actions in fiscal year 2014 also resulted in $4.9 million of additional contract commitment cancellation charges. Of this amount $1.7 million is included in “Cost of sales” and $3.2 million is included in “Product development and engineering” on the consolidated statements of operations. In connection with the restructuring activities, $15.0 million of inventory was determined not to be recoverable and was written off as a charge to “Cost of sales - lower of cost or market write-down” in fiscal year 2014. Additionally, certain property, plant and equipment, intangible assets, and goodwill were determined to be impaired. See Notes 7 and 8 . |
Stock Repurchase Program
Stock Repurchase Program | 12 Months Ended |
Jan. 31, 2016 | |
Equity [Abstract] | |
Stock Repurchase Program | Stock Repurchase Program The Company maintains a stock repurchase program that was initially approved by its Board of Directors in March 2008. The stock repurchase program does not have an expiration date and the Company’s Board of Directors has authorized expansion of the program over the years. During fiscal years 2016 and 2015, the Company repurchased shares of common stock in an amount of $57.3 million and $40.9 million . As of January 31, 2016 , the Company had repurchased $135.7 million in shares of our common stock under the program since inception and the current remaining authorization under our stock repurchase program is $62.7 million . Under our stock repurchase program, the Company may repurchase our common stock at any time or from time to time, without prior notice, subject to market conditions and other considerations. The Company’s repurchases may be made through 10b5-1 plans, open market purchases, privately negotiated transactions, block purchases or other transactions. The Company intends to fund repurchases under the program from cash on hand. The Company has no obligation to repurchase any shares under the stock repurchase program and may suspend or discontinue it at any time. The following table summarizes the stock repurchase activities during the periods indicated: Fiscal Year Ended January 31, 2016 January 25, 2015 January 26, 2014 (in thousands, except number of shares) Shares Value Shares Value Shares Value Shares repurchased under the 2011 program 2,681,476 $ 57,311 1,578,869 $ 40,906 1,034,491 $ 30,000 Total treasury shares acquired 2,681,476 $ 57,311 1,578,869 $ 40,906 1,034,491 $ 30,000 The Company currently intends to hold the repurchased shares as treasury stock. The Company typically reissues treasury shares to settle stock option exercises and restricted share grants. |
Variable Interest Entities
Variable Interest Entities | 12 Months Ended |
Jan. 31, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Variable Interest Entity Disclosure | Variable Interest Entities The Company analyzes its investments or other interests to determine whether it represents a variable interest in a VIE. If so, the Company evaluates the facts to determine whether it is the primary beneficiary. The Company considers itself to be the primary beneficiary when it has both the power to direct activities of the VIE that most significantly impact the VIEs economic performance and the obligation to absorb losses from or the right to receive benefits of the VIE that could potentially be significant to the VIE. With regards to its investment in MultiPhy, the Company concluded that its equity interest represents a variable interest, but it is not the primary beneficiary as prescribed in ASC 810. Specifically, in reaching this conclusion, the Company considered the activities that most significantly drive profitability for MultiPhy and determined that the activity that most significantly drove profitability was related to the technology and related product road maps. The Company has a board observer role and thus concluded that it was not in a position of decision-making or other authority to influence MultiPhy’s activities that could be considered significant with respect to its operations, including research and development plans and changes to the product road map. As of January 31, 2016 , the Company’s maximum exposure to loss as a result of its investment in MultiPhy is limited to the $12.0 million investment as described further in Note 4 . As part of its investment in MultiPhy, the Company received a call option that would allow the Company to purchase all of the outstanding equity of MultiPhy. The call option, which is currently out of the money, is exercisable until June 30, 2018. |
Recent Accounting Pronouncement
Recent Accounting Pronouncements | 12 Months Ended |
Jan. 31, 2016 | |
New Accounting Pronouncements and Changes in Accounting Principles [Abstract] | |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842), which requires substantially all leases be recognized by lessees on their balance sheet as a right-of-use asset and corresponding lease liability, including leases currently accounted for as operating leases. The new standard also will result in enhanced quantitative and qualitative disclosures, including significant judgments made by management, to provide greater insight into the extent of revenue and expense recognized and expected to be recognized from existing leases. The standard requires modified retrospective adoption and will be effective December 15, 2018, with early adoption 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 July 2015, the FASB issued ASU 2015-11, Inventory (Topic 330) Related to Simplifying the Measurement of Inventory which applies to all inventory except inventory that is measured using last-in, first-out ("LIFO") or the retail inventory method. Inventory measured using first-in, first-out ("FIFO") or average cost is covered by the new amendments. Inventory within the scope of the new guidance should be measured at the lower of cost and net realizable value. Net realizable value is the estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation. Subsequent measurement is unchanged for inventory measured using LIFO or the retail inventory method. The amendments will take effect for public business entities for fiscal years beginning after December 15, 2016, including interim periods within those fiscal years. The new guidance should be applied prospectively, and earlier application is permitted as of the beginning of an interim or annual reporting period. 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 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 2019. 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. |
Selected Quarterly Financial Da
Selected Quarterly Financial Data (Unaudited) | 12 Months Ended |
Jan. 31, 2016 | |
Quarterly Financial Information Disclosure [Abstract] | |
Selected Quarterly Financial Data (Unaudited) | Selected Quarterly Financial Data (Unaudited) The following tables set forth the Company’s unaudited consolidated statements of operations data for each of the eight quarterly periods ended January 31, 2016 , as well as that data expressed as a percentage of the Company’s net sales for the quarters presented. The sum of quarterly per share amounts may differ from year to date amounts due to rounding. Selected Quarterly Financial Data (Unaudited) Fiscal Year 2016 Fiscal Year 2015 Quarters Ended Quarters Ended (in thousands, except per share amounts) April 26, July 26, October 25, January 31, April 27, July 27, October 26, January 25, Net sales $ 130,088 $ 125,712 $ 115,810 $ 118,609 $ 132,859 $ 145,742 $ 148,890 $ 130,394 Gross profit 78,400 75,576 69,584 69,550 78,084 88,221 89,326 73,161 Operating income (loss) 4,884 3,068 18,898 3,149 11,149 22,057 22,810 (13,759 ) Net income (loss) $ (142 ) $ (313 ) $ 10,704 $ 1,247 $ 7,867 $ 17,898 $ 17,623 $ (15,441 ) Earnings (loss) per share: Basic $ 0.00 $ 0.00 $ 0.16 $ 0.02 $ 0.12 $ 0.27 $ 0.26 $ (0.23 ) Diluted $ 0.00 $ 0.00 $ 0.16 $ 0.02 $ 0.12 $ 0.26 $ 0.26 $ (0.23 ) Weighted average number of shares used in computing earnings per share: Basic 66,713 65,920 65,117 64,934 67,300 67,208 67,162 66,763 Diluted 66,713 65,920 65,217 65,225 67,970 67,850 67,654 66,763 |
Schedule II - Valuation And Qua
Schedule II - Valuation And Qualifying Accounts | 12 Months Ended |
Jan. 31, 2016 | |
Valuation and Qualifying Accounts [Abstract] | |
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS | SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS THREE YEARS ENDED JANUARY 31, 2016 Total of Accounts receivable and other sales allowances Balance at Beginning of Year Charged (Reversal) to Costs and Expenses Deductions Balance at End of Year Year ended January 26, 2014 $ 4,917,070 $ (567,394 ) $ (525,000 ) $ 3,824,676 Year ended January 25, 2015 $ 3,824,676 $ 396,151 $ (697,679 ) $ 3,523,148 Year ended January 31, 2016 $ 3,523,148 $ 5,154,545 $ (884,894 ) $ 7,792,799 (a)(3) Exhibits. These exhibits are available without charge upon written request directed to the Company’s Secretary at 200 Flynn Road, Camarillo, CA 93012. Documents that are not physically filed with this report are incorporated herein by reference to the location indicated. |
Significant Accounting Polici30
Significant Accounting Policies (Policies) | 12 Months Ended |
Jan. 31, 2016 | |
Accounting Policies [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. |
Principles of Consolidation | Principles of Consolidation The accompanying consolidated financial statements include the accounts of Semtech Corporation and its wholly-owned subsidiaries. All inter-company transactions and accounts have been eliminated. |
Segment Information | Segment Information The Company's Chief Executive Officer (“CEO”) has been identified as the Chief Operating Decision Maker (“CODM”) as defined by guidance regarding segment disclosures (see Note 16 for further discussion). In fiscal year 2015, the Company completed the reassessment of its operations in light of its restructuring efforts (see Note 17 for further discussion) and recent strategic business decisions. Based on this reassessment, the Company has identified five operating segments in total. Four of the five 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. As a result, the financial activity associated with the Systems Innovation Group is reported separately from the Company's Semiconductor Products Group. This separate reporting is included in the “All others” category. Prior to fiscal year 2015, the Company included “All others” as part of the Company’s one reportable segment. The historical activity of the reportable segment and “All others” has been recast for consistent presentation for all periods presented. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. |
Reclassification | Reclassification Certain prior period footnote amounts have been re-cast to reflect the effect of the changes to the Company's identified operating segments. |
Cash, Cash Equivalents, and Investments | Cash, Cash Equivalents and Investments The Company considers all highly-liquid investments with an original maturity of 90 days or less to be cash equivalents. The Company maintains cash balances and investments in highly-qualified financial institutions. At various times such amounts are in excess of insured limits. Investments consist of government and corporate obligations and bank time deposits. The Company’s investment policy restricts investments to high credit quality investments with limits on the length to maturity and the amount invested with any one issuer. These investments, especially corporate obligations, are subject to default risk. The Company designates its investments as available for sale (“AFS”). Investments designated as AFS are reported at fair value. The Company records the unrealized gains and losses, net of tax, in stockholders’ equity as a component of comprehensive income. Realized gains or losses are recorded in “Interest income and other (expense) income, net” in the consolidated statements of operations. |
Accounts Receivable and Allowance for Doubtful Accounts | Accounts Receivable and Allowances Accounts receivable are recorded at net realizable value or the amount that the Company expects to collect on gross customer trade receivables. The Company evaluates the collectability of its accounts receivable based on a combination of factors. The Company generally does not require collateral on accounts receivable as the majority of the Company’s customers are large, well-established companies. Historically, bad debt provisions have been consistent with management’s expectations. If the Company becomes aware of a customer’s inability to meet its financial obligations after a sale has occurred, it records an allowance to reduce the net receivable to the amount it reasonably believes it will be able to collect from the customer. For all other customers, the Company recognizes allowances for doubtful accounts based on the length of time the receivables are past due, the current business environment and historical experience. If the financial condition of the Company’s customers were to deteriorate or if economic conditions worsen, additional allowances may be required in the future. All of the Company’s accounts receivables are trade-related receivables. The Company records a provision for estimated sales returns in the same period as the related revenues are recorded. These estimates are based on historical sales returns and other known factors. Actual returns could be different from our estimates and current provisions for sales returns and allowances, resulting in future charges to earnings. The portion of the estimate sales returns where there are outstanding receivables are recorded on the balance sheet as a reduction to accounts receivable. The Company records a provision for sales rebates in the same period as the related revenues are recorded. These estimates are based on sales activity during the period. The actual rebate could be different from current provisions for sales rebates, resulting in future adjustments to earnings. The estimated sales rebates for sales for which there are no outstanding receivables are recorded on the balance sheet under the heading of “Accrued liabilities.” The portion of the estimated sales rebate where there are outstanding receivables is recorded on the balance sheet as a reduction to accounts receivable. |
Inventories | Inventories Inventories are stated at lower of cost or market and consist of materials, labor and overhead. The Company determines the cost of inventory by the first-in, first-out method. The Company evaluates inventories for excess quantities and obsolescence. This evaluation includes analysis of sales levels by product and projections of future demand. In order to state the inventory at lower of cost or market, the Company maintains reserves against its inventory. If future demand or market conditions are less favorable than the Company’s projections, a write-down of inventory may be required, and would be reflected in cost of goods sold in the period the revision is made. |
Business Combinations | Business Combinations The Company accounts for business combinations at fair value. Goodwill is measured as the excess of consideration transferred over the acquisition date net fair values of the assets acquired and the liabilities assumed. All changes that do not qualify as measurement period adjustments are included in current period earnings. Significant judgment is required to determine the estimated fair value for assets and liabilities acquired and to assign their respective useful lives. The fair values assigned to tangible and intangible assets acquired and liabilities assumed, including contingent consideration, are based on management’s estimates and assumptions, as well as other information compiled by management, including available historical information and valuations that utilize customary valuation procedures and techniques. The Company employs the income approach to estimate the fair value of intangible assets, which is based on forecasts of the expected future cash flows attributable to the respective assets. The fair value of acquired in-process research and development projects (“IPR&D”) is determined using an income approach or replacement cost approach as applicable. The replacement cost approach is used for IPR&D projects that were considered long-term core investments and are not anticipated to be profitable for a period of time. IPR&D projects which are valued using an income approach, measured the returns attributable to each specific IPR&D project, discounted to present value using a risk-adjusted rate of return, including as appropriate, any tax benefits derived from amortizing the intangible assets for tax purposes. In determining significant estimates and assumptions inherent in the valuations, the Company considers the amount and timing of future cash flows (including expected growth rates and profitability), the underlying product life cycles, economic barriers to entry, a brand’s relative market position and the discount rate applied to the cash flows, among others. If actual results differ from the estimates and judgments used in these estimates, the amounts recorded in the financial statements could result in a possible impairment of the intangible assets and goodwill, or require acceleration of the amortization expense of finite-lived intangible assets. |
Variable Interest Entities | Variable Interest Entities The Company is required to consolidate variable interest entities (“VIEs”) in which it has a controlling financial interest in accordance with Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") Topic 810, “Consolidation”. A controlling financial interest will have both of the following characteristics: (i) the power to direct the activities of a VIE that most significantly impact the VIE’s economic performance, and (ii) the obligation to absorb losses of the VIE that could potentially be significant to the VIE or the right to receive benefits from the VIE that could potentially be significant to the VIE. The Company’s variable interest in VIEs may be in the form of equity ownership, contracts to purchase assets, management services, and development agreements between the Company and a VIE, loans provided by the Company to a VIE or other member, and/or guarantees provided by members to banks and other parties. The Company analyzes its investments or other interests to determine whether it represents a variable interest in a VIE. If so, the Company evaluates the facts to determine whether it is the primary beneficiary. The Company considers itself to be the primary beneficiary when it has both the power to direct activities of the VIE that most significantly impact the VIEs economic performance and the obligation to absorb losses from or the right to receive benefits of the VIE that could potentially be significant to the VIE. |
Property, Plant and Equipment | Property, Plant and Equipment Property, plant and equipment are stated at cost. Depreciation is computed over the estimated useful lives of the related asset type or term of the operating lease using the straight-line method for financial statement purposes. Maintenance and repairs are charged to expense as incurred and the costs of additions and betterments that increase the useful lives of the assets are capitalized. |
Impairment of Goodwill, Other Intangible and Long-Lived Assets | Impairment of Goodwill, Other Intangible and Long-Lived Assets Goodwill Goodwill is the excess of the purchase price over the fair value of identifiable net assets acquired in business combinations accounted for under the purchase method. Goodwill is not amortized but is tested for impairment using a two-step method. Step one is the identification of potential impairment. The Company’s operating segments represent its reporting units since segment management, who report to the CODM, regularly review operating results and make resource allocation decisions at this level. This involves comparing the fair value of each reporting unit with its carrying amount, including goodwill. If the fair value of a reporting unit exceeds the carrying amount, the goodwill of the reporting unit is considered not impaired and the second step of the impairment test is unnecessary. If the carrying amount of a reporting unit exceeds its fair value, the second step of the impairment test is performed to measure the amount of impairment loss, if any. The Company tests, by reporting unit, goodwill and other indefinite-lived intangible assets for impairment at November 30 or more frequently if it believes indicators of impairment exist or if it makes changes to a reporting unit with assigned goodwill. For its annual impairment review, the Company primarily uses an income approach, which incorporates multi-period excess earnings present value techniques (discounted cash flows) as well as other generally accepted valuation methodologies to determine the fair value of the assets using Level 3 inputs. The Company's assumptions incorporate judgments as to the price received to sell a reporting unit as a whole in an orderly transaction between market participants at the measurement date. Considering the integration of its operations, the Company has assumed that the highest and best use of a reporting unit follows an “in-use” valuation premise. Significant management judgment is required in determining the estimations of future cash flows, which is dependent on internal forecasts, the long-term rate of growth for the Company's business, the useful life over which cash flows will occur, and the weighted average cost of capital. The value of goodwill, could be impacted by future adverse changes such as: (i) any future declines in operating results, (ii) a decline in the valuation of technology company stocks, including the valuation of the Company's common stock, (iii) a significant slowdown in the worldwide economy and the semiconductor industry or (iv) any failure to meet the Company's performance projections included in its forecasts of future operating results. Other Intangibles and Long-lived Assets Finite-lived intangible assets resulting from business acquisitions or technology licenses purchased are amortized on a straight-line basis over their estimated useful lives. The useful lives of acquisition-related intangible assets represent the point where over 90% of realizable undiscounted cash flows for each intangible asset are recognized. The assigned useful lives are based upon the Company’s historical experience with similar technology and other intangible assets owned by the Company. The useful life of technology licenses is usually based on the term of the agreement. In-process research and development is recorded at fair value as of the date of acquisition as an indefinite-lived intangible asset until the completion or abandonment of the associated research and development efforts or impairment. Upon completion of development, acquired in-process research and development assets are transferred to finite-lived intangible assets and amortized over their useful lives. The Company reviews indefinite-lived intangible assets for impairment on an annual basis in conjunction with goodwill or whenever events or changes in circumstances indicate the carrying value may not be recoverable. Recoverability of indefinite-lived intangible assets is measured by comparing the carrying amount of the asset to the future discounted cash flows the asset is expected to generate. Also, the Company reassesses the estimated remaining useful lives of any impaired assets and adjusts accordingly estimates of future amortization expense related to these assets. The Company assesses finite-lived intangibles and long-lived assets for impairment when indicators of impairment, such as reductions in demand or significant economic slowdowns in the semiconductor industry, are present. Reviews are performed to determine whether the carrying value of an asset is impaired, based on comparisons to undiscounted expected future cash flows. If this comparison indicates that there is impairment, the impaired asset is written down to fair value, which is typically calculated using: (i) quoted market prices and/or (ii) discounted expected future cash flows utilizing a discount rate. Impairment is based on the excess of the carrying amount over the fair value of those assets. |
Cost Method Investments | Cost Method Investments The Company reviews its cost method investments on a regular basis to evaluate whether or not any investment has experienced an other-than-temporary decline in fair value. The Company considers factors such as the length of time and extent to which the market value has been less than the cost, the financial condition and near-term prospects of the issuer and its intent to sell, or whether it is more likely than not the Company will be required to sell the investment before recovery of the investment's amortized cost basis. If the Company believes that an other-than-temporary decline exists in one of these investments, the Company writes down the impaired investment to fair value. Any impairment to these investments would be recorded as a non-operating expense in our Consolidated Statements of Operations. |
Functional Currency | Functional Currency The Company has concluded that, with the exception of a subsidiary based in Reynosa, Mexico, the functional currency of all subsidiaries is the United States Dollar. |
Fair Value Measurement | Fair Value Measurements When determining the fair value measurements for assets and liabilities required or permitted to be recorded at fair value, the Company considers the principal or most advantageous market in which it would transact and considers assumptions that market participants would use when pricing the asset or liability, such as inherent risk, transfer restrictions, and risk of nonperformance. The Company uses the following three levels of inputs in determining the fair value of the Company’s assets and liabilities, focusing on the most observable inputs when available: Level 1 - Quoted prices in active markets for identical assets or liabilities. Level 2 - Observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which all significant inputs are observable or can be derived principally from or corroborated by observable market data for substantially the full term of the assets or liabilities. Level 3 - Unobservable inputs to the valuation methodology that are significant to the measurement of fair value of assets or liabilities. To the extent that valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, for disclosure purposes, the level in the fair value hierarchy within which the fair value measurement is disclosed is determined based on the lowest level input that is significant to the fair value measurement. |
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 probable. 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 as part of “Net sales.” Historically, revenue from these arrangements has not been significant though it is part of its 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 agreements 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 recorded on the consolidated balance sheets under the heading of “Deferred revenue.” The Company records a provision for estimated sales returns in the same period as the related revenues are recorded. The Company bases these estimates on historical sales returns 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. |
Cost of Sales | Cost of Sales Cost of sales includes materials, depreciation on fixed assets used in the manufacturing process, shipping costs, direct labor and overhead. |
Sales and Marketing | Sales and Marketing The Company expenses sales and marketing costs, which include advertising costs, as they are incurred. |
Product Development and Engineering | Product Development and Engineering Product development and engineering costs are charged to expense as incurred. Recoveries from nonrecurring engineering services are recorded as an offset to product development expense incurred in support of this effort since these activities do not represent an earnings process core to the Company’s business and serve as a mechanism to partially recover development expenditures. |
Income Taxes | Income Taxes The Company accounts for income taxes using the asset and liability method. Under this method, deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts and their respective tax bases. The consolidated balance sheets include current and long term prepaid taxes under “Prepaid taxes” and “Other assets” and current and long term liabilities for uncertain tax positions under “Accrued liabilities” and “Other long-term liabilities.” As part of the process of preparing the Company’s consolidated financial statements, the Company estimates income taxes in each of the jurisdictions in which it operates. This process involves estimating the current tax liability together with assessing temporary differences resulting from differing treatment of items for tax and accounting purposes. These differences result in deferred tax assets and liabilities. The Company must assess the likelihood that its deferred tax assets will be recovered from future taxable income and, to the extent the Company believes that recovery is not likely, it must establish a valuation allowance. To the extent the Company changes its valuation allowance in a period, the change is generally recorded through the tax provision on the consolidated statements of operations. The income tax effects of share-based payments are recognized for financial reporting purposes only if such awards are expected to result in a tax deduction. The Company does not recognize a deferred tax asset for an excess tax benefit (that is, a tax benefit that exceeds the tax benefit for the amount of compensation cost recognized for the award for financial reporting purposes) that has not been realized. In determining when an excess tax benefit is realized, the Company has elected to follow the ordering provision of the tax law. For intra-entity differences between the tax basis of an asset in the buyer’s tax jurisdiction and their cost as reported in the consolidated financial statements, the Company does not recognize a deferred tax asset. Income taxes paid on intra-entity profits on assets remaining within the group are accounted for as prepaid taxes. |
Accumulated Other Comprehensive Income | Accumulated Other Comprehensive Income Other comprehensive income includes unrealized gains and losses on available-for-sale investments, unrealized loss on interest rate hedging activities and foreign currency translation adjustments, net of tax. This information is provided in our consolidated statements of comprehensive income. |
Share-Based Compensation | Stock-Based Compensation The Company has various equity award plans (“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 compensation. As of January 31, 2016 , the Company has granted stock option awards (“Options”) and restricted stock unit awards (“RSU”) under the Plans and has also issued some stock-based compensation outside of the Plans, including options and restricted stock 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. |
Earnings per Share | Basic earnings (loss) per common share is computed by dividing income available to common shareholders by the weighted-average number of shares of common stock outstanding during the reporting period. Diluted earnings (loss) per common share incorporates the incremental shares issuable, calculated using the treasury stock method, upon the assumed exercise of stock options and the vesting of restricted stock. |
Contingencies | Contingencies The Company accrues an undiscounted liability for contingencies where the incurrence of a loss is probable and the amount can be reasonably estimated, and the Company discloses the amount accrued and the amount of a reasonably possible loss in excess of the amount accrued, if such disclosure is necessary for our 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. 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. If the assessments indicate that loss contingencies that could be material to any one of our financial statements are not probable, but are reasonably possible, or are probable, but cannot be estimated, then the Company discloses the nature of the loss contingencies, together with an estimate of the range of possible loss or a statement that such loss is not reasonably estimable. The Company also records contingent earn-out liabilities which represent the Company’s requirement to make additional payments related to acquisitions based on certain performance targets achieved during the earn-out periods. For such earn-outs, the Company estimates the fair value based on probability assessments of achieving the specified performance targets. |
Subsequent Events | Subsequent Events The Company evaluates all events through the issuance date of the consolidated financial statements to determine whether any subsequent events have occurred that require recognition or disclosure. |
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” on the 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 | 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 equity investments during fiscal year 2016. The fair value of the interest rate cap at January 31, 2016 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 two -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 four -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. For both the Triune Earn-out and Cycleo Earn-out, these companies have business profiles comparable to a start-up company. Accordingly, their revenue projections are subject to significant revisions. This characteristic has resulted in volatile changes to the measurement of fair value of the Triune Earn-out since the time of the acquisition. 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. 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. |
Recent Accounting Pronouncements | In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842), which requires substantially all leases be recognized by lessees on their balance sheet as a right-of-use asset and corresponding lease liability, including leases currently accounted for as operating leases. The new standard also will result in enhanced quantitative and qualitative disclosures, including significant judgments made by management, to provide greater insight into the extent of revenue and expense recognized and expected to be recognized from existing leases. The standard requires modified retrospective adoption and will be effective December 15, 2018, with early adoption 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 July 2015, the FASB issued ASU 2015-11, Inventory (Topic 330) Related to Simplifying the Measurement of Inventory which applies to all inventory except inventory that is measured using last-in, first-out ("LIFO") or the retail inventory method. Inventory measured using first-in, first-out ("FIFO") or average cost is covered by the new amendments. Inventory within the scope of the new guidance should be measured at the lower of cost and net realizable value. Net realizable value is the estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation. Subsequent measurement is unchanged for inventory measured using LIFO or the retail inventory method. The amendments will take effect for public business entities for fiscal years beginning after December 15, 2016, including interim periods within those fiscal years. The new guidance should be applied prospectively, and earlier application is permitted as of the beginning of an interim or annual reporting period. 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 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 2019. 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. |
Significant Accounting Polici31
Significant Accounting Policies (Tables) | 12 Months Ended |
Jan. 31, 2016 | |
Accounting Policies [Abstract] | |
Schedule of allowances against accounts receivable | A summary of allowances against accounts receivable for fiscal years ended January 31, 2016 and January 25, 2015 is as follows: (in thousands) January 31, 2016 January 25, 2015 Allowance for doubtful accounts $ (889 ) $ (1,678 ) Sales rebate allowance (5,006 ) — Sales return allowance (517 ) (379 ) Other allowances (1,381 ) (1,466 ) Total $ (7,793 ) $ (3,523 ) |
Schedule of property, plant and equipment | The estimated service lives for property and equipment is as follows: Estimated Useful Lives Buildings and leasehold improvements 7 to 39 years Enterprise resource planning systems 13 years Machinery and equipment 5 to 8 years Transportation vehicles 5 years Furniture and fixtures 7 years Computers and computer software 3 years |
Schedule of deferred revenue | The following table summarizes the deferred revenue balance: (in thousands) January 31, 2016 January 25, 2015 Deferred revenues $ 5,991 $ 6,237 Deferred cost of revenues (1,139 ) (1,562 ) Deferred revenue, net 4,852 4,675 Deferred product design and engineering recoveries 3,776 1,173 Total deferred revenue $ 8,628 $ 5,848 |
Schedule of accumulated other comprehensive income (loss) | The following table summarizes the changes in accumulated other comprehensive income (loss) by component: (in thousands) Available for Sale Investments Interest Rate Hedge Cumulative Translation Adjustments Total Balance at January 27, 2013 $ 5 $ (353 ) $ 701 $ 353 Other comprehensive income (loss) before reclassifications, net of tax (5 ) (145 ) — (150 ) Amounts reclassified, net of tax — 50 — 50 Net current period other comprehensive income (loss) (5 ) (95 ) — (100 ) Balance at January 26, 2014 — (448 ) 701 253 Other comprehensive income (loss) before reclassifications, net of tax — (243 ) — (243 ) Amounts reclassified, net of tax — 153 — 153 Net current period other comprehensive loss — (90 ) — (90 ) Balance at January 25, 2015 — (538 ) 701 163 Other comprehensive income (loss) before reclassifications, net of tax — (33 ) — (33 ) Amounts reclassified, net of tax — 523 — 523 Net current period other comprehensive loss — 490 — 490 Balance at January 31, 2016 $ — $ (48 ) $ 701 $ 653 |
Schedule of earnings per share calculation, basic and diluted | The computation of basic and diluted earnings per common share was as follows: Fiscal Year Ended (in thousands, except per share amounts) January 31, 2016 January 25, 2015 January 26, 2014 Net income (loss) $ 11,497 $ 27,947 $ (164,466 ) Weighted average common shares outstanding - basic 65,657 67,108 67,471 Dilutive effect of employee equity incentive plans 304 577 — Weighted average common shares outstanding - diluted 65,961 67,685 67,471 Basic earnings (loss) per common share $ 0.18 $ 0.42 $ (2.44 ) Diluted earnings (loss) per common share $ 0.17 $ 0.41 $ (2.44 ) Anti-dilutive shares not included in the above calculations 2,569 1,714 1,245 |
Acquisitions (Tables)
Acquisitions (Tables) | 12 Months Ended |
Jan. 31, 2016 | |
Triune Systems | |
Business Acquisition [Line Items] | |
Schedule of Business Acquisitions, by Acquisition [Table Text Block] | The Company’s allocation of the total purchase price for Triune is summarized below: (in thousands) At March 4, 2015 Current assets $ 877 Property, plant, and equipment, net 226 Amortizable intangible assets 12,000 Goodwill 49,384 Current liabilities (1,287 ) Earn-out liability (16,200 ) Total acquisition consideration $ 45,000 |
Investments (Tables)
Investments (Tables) | 12 Months Ended |
Jan. 31, 2016 | |
Investments [Abstract] | |
Summary of investments | The following table summarizes the Company’s available-for-sale investments: January 31, 2016 January 25, 2015 (in thousands) Market Value Adjusted Cost Gross Unrealized Gain Market Value Adjusted Cost Gross Unrealized Gain Cash equivalents $ 16,866 $ 16,866 $ — $ 23,271 $ 23,271 $ — Total investments $ 16,866 $ 16,866 $ — $ 23,271 $ 23,271 $ — |
Schedule of investments, classified by maturity period | The following table summarizes the maturities of the Company’s available-for-sale investments: January 31, 2016 January 25, 2015 (in thousands) Market Value Adjusted Cost Market Value Adjusted Cost Within 1 year $ 16,866 $ 16,866 $ 23,271 $ 23,271 After 1 year through 5 years — — — — Total investments $ 16,866 $ 16,866 $ 23,271 $ 23,271 |
Summary of unrealized gains (losses) on investments | The following table summarizes net unrealized losses arising in the periods presented in addition to the tax associated with these comprehensive income items: Fiscal Year Ended (in thousands) January 31, January 25, January 26, Unrealized loss, net of tax $ — $ — $ (5 ) Decrease to deferred tax liability $ — $ — $ (2 ) |
Schedule of cost method investments | The Company has the following investments which are accounted for as cost method investments: Entity Name Investment Value (in thousands) January 31, 2016 MultiPhy Ltd. $ 12,000 Skorpios Technologies Inc. 3,000 Guangdong Dapu Telecom Technology Co., Ltd. 3,300 Senet, Inc. 1,900 Jariet Technologies Inc. — Total $ 20,200 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Jan. 31, 2016 | |
Fair Value Disclosures [Abstract] | |
Financial Assets Measured At Fair Value On A Recurring Basis | Financial assets measured and recorded at fair value on a recurring basis consisted of the following types of instruments: Fair Value as of January 31, 2016 Fair Value as of January 25, 2015 (in thousands) Total (Level 1) (Level 2) (Level 3) Total (Level 1) (Level 2) (Level 3) Cash equivalents $ 16,866 $ 16,866 $ — $ — $ 23,271 $ 23,271 $ — $ — Total available-for-sale securities 16,866 16,866 — — 23,271 23,271 — — Interest rate cap — — — — 33 — 33 — Total financial assets $ 16,866 $ 16,866 $ — $ — $ 23,304 $ 23,271 $ 33 $ — Triune Earn-Out $ — $ — $ — $ — $ — $ — $ — $ — Cycleo Earn-Out 1,457 — — 1,457 1,619 — — 1,619 Total financial liabilities $ 1,457 $ — $ — $ 1,457 $ 1,619 $ — $ — $ 1,619 |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation | A reconciliation of the change in the earn-out liability during the twelve months ended January 31, 2016 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 fair value of contingent earn-out obligations (162 ) (16,200 ) (16,362 ) Balance as of January 31, 2016 $ 1,457 $ — $ 1,457 |
Financial Assets Measured At Fair Value On A Recurring Basis By Balance Sheet Grouping | Financial assets measured and recorded at fair value on a recurring basis were presented on the Company’s consolidated balance sheets as follows: Fair Value as of January 31, 2016 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 $ 16,866 $ 16,866 $ — $ — $ 23,271 $ 23,271 $ — $ — Other assets — — — — 33 — 33 — Total financial assets $ 16,866 $ 16,866 $ — $ — $ 23,304 $ 23,271 $ 33 $ — Financial liabilities: Cycleo Earn-Out $ 1,457 $ — $ — $ 1,457 $ 1,619 $ — $ — $ 1,619 Total financial liabilities $ 1,457 $ — $ — $ 1,457 $ 1,619 $ — $ — $ 1,619 |
Inventories (Tables)
Inventories (Tables) | 12 Months Ended |
Jan. 31, 2016 | |
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) January 31, 2016 January 25, 2015 Raw materials $ 2,094 $ 1,624 Work in progress 40,940 36,759 Finished goods 20,841 35,285 Inventories $ 63,875 $ 73,668 |
Property, Plant and Equipment (
Property, Plant and Equipment (Tables) | 12 Months Ended |
Jan. 31, 2016 | |
Property, Plant and Equipment [Abstract] | |
Schedule of property, plant and equipment | The following is a summary of property and equipment, at cost less accumulated depreciation: (in thousands) January 31, 2016 January 25, 2015 Property $ 8,888 $ 9,022 Buildings 18,749 18,657 Leasehold improvements 10,182 10,429 Machinery and equipment 141,357 135,956 Enterprise resource planning systems 35,907 26,890 Furniture and office equipment 28,166 33,780 Construction in progress 1,539 1,325 Property, plant and equipment, gross 244,788 236,059 Less accumulated depreciation and amortization (143,782 ) (120,588 ) Property, plant and equipment, net $ 101,006 $ 115,471 |
Summary of impairment charges, prior year | The categorization and classification of these charges, recorded in fiscal year 2015, are summarized below: (in thousands) Machinery and equipment Furniture and office equipment Leasehold improvements Total Cost of sales $ 2,799 $ 10 $ 1 $ 2,810 Product development and engineering 3,477 33 — 3,510 Selling, general and administrative expenses 5 — 1 6 Total impairment charge $ 6,281 $ 43 $ 2 $ 6,326 |
Summary of impairment charges, two prior fiscal years | The categorization and classification of these charges, recorded in fiscal year 2014, are summarized below: (in thousands) Machinery and equipment Furniture and office equipment Leasehold improvements Total Cost of sales $ 4,019 $ 5 $ 317 $ 4,341 Product development and engineering 2,173 12 2 2,187 Selling, general and administrative expenses 23 69 222 314 Total impairment charge $ 6,215 $ 86 $ 541 $ 6,842 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 12 Months Ended |
Jan. 31, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill balances | Changes in the carrying amount of goodwill by applicable reporting unit were as follows: (in thousands) Signal Integrity Power and High-Reliability Wireless and Sensing Total Balance as of January 25, 2015 $ 261,891 $ — $ 18,428 $ 280,319 Additions — 49,384 — 49,384 Balance at January 31, 2016 $ 261,891 $ 49,384 $ 18,428 $ 329,703 |
Schedule of discounted cash flow inputs | Specifically, the income approach valuations included the following assumptions: November 30, 2015 November 30, 2014 Discount rate 11.0% - 24.0% 12.0% - 15.0% Perpetual growth rate 3.0% 3.0% Tax rate 13.5% - 40.0% 10.1% - 28.1% Risk-free rate 2.6% 2.6% Peer company beta 1.2 - 1.9 1.0 - 1.8 |
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: January 31, 2016 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 5-8 years $ 148,210 $ (74,006 ) $ 74,204 $ 134,155 $ (53,286 ) $ 80,869 Customer relationships 5-10 years 30,030 (15,847 ) 14,183 28,030 (11,480 ) 16,550 Technology licenses (1) 2 years 100 (58 ) 42 263 (169 ) 94 Other intangibles assets 1-5 years 6,600 (6,600 ) — 6,600 (6,513 ) 87 Total finite-lived intangible assets $ 184,940 $ (96,511 ) $ 88,429 $ 169,048 $ (71,448 ) $ 97,600 (1) Technology licenses relate to licensing agreements entered into by the Company that are used in research and development activities and have alternative future uses. Amortization expense related to technology licenses is reported as “Product development and engineering” in the consolidated statements of operations. |
Schedule of finite-lived intangible assets impairment loss | Impairment charges for these items, which resulted in a new basis for the affected intangible assets, are included in the consolidated statements of operations as follows: (in thousands) January 31, 2016 January 25, 2015 January 26, 2014 Product development and engineering $ — $ 3,119 $ 2,354 Intangible asset impairments — 11,636 29,938 Impairment of finite-lived intangible assets $ — $ 14,755 $ 32,292 |
Additions to finite-lived intangible assets | The following table sets forth the Company’s changes to finite-lived intangible assets resulting from purchases, additions from acquisitions, and transfers from IPR&D: (in thousands) Gross Carrying Amount Gross carrying value at January 26, 2014 $ 185,997 Purchased intangible assets 1,100 Acquired intangible assets 1,430 Decrease in gross carrying value due to impairment of finite-lived intangible assets (19,479 ) Gross carrying value at January 25, 2015 169,048 Purchased intangible assets 12,000 Transfers from in-process research and development 4,000 Other (108 ) Gross carrying value at January 31, 2016 $ 184,940 |
Schedule of future amortization expense | The estimated annual amount of future amortization expense for finite-lived intangible assets is expected to be as follows: (in thousands) To be recognized in: Core Technologies Customer relationships Technology licenses Total 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 Fiscal year 2021 2,856 33 — $ 2,889 Thereafter 1,151 — — $ 1,151 Total expected amortization expense $ 74,204 $ 14,183 $ 42 $ 88,429 |
Schedule of indefinite-lived intangible assets | The following table sets forth the Company’s indefinite-lived intangible assets from additions to IPR&D, acquisitions, impairments, and transfers to core technologies: (in thousands) Gross Carrying Amount Net carrying value at January 26, 2014 $ 4,000 In-process research and development through acquisitions — In-process research and development impairment — Transfers to core technologies — Net carrying value at January 25, 2015 4,000 In-process research and development through acquisitions — In-process research and development impairment — Transfers to core technologies (4,000 ) Net carrying value at January 31, 2016 $ — |
Accrued Liabilities (Tables)
Accrued Liabilities (Tables) | 12 Months Ended |
Jan. 31, 2016 | |
Payables and Accruals [Abstract] | |
Summary of accrued liabilities | The following is a summary of accrued liabilities for fiscal years 2016 and 2015 : (in thousands) January 31, 2016 January 25, 2015 Compensation $ 15,895 $ 20,642 Equity awards accounted for as a liability 594 718 Deferred compensation 1,448 527 Accrued sales and marketing expenses 4,130 5,028 Accrued professional fees 2,149 4,019 Accrued interest expense 9 93 Income taxes payable 8,765 6,153 Accrued taxes 394 32 Accrued restructuring 342 282 Other 7,478 12,260 Accrued liabilities $ 41,204 $ 49,754 |
Credit Facilities (Tables)
Credit Facilities (Tables) | 12 Months Ended |
Jan. 31, 2016 | |
Debt Instruments [Abstract] | |
Schedule of maturities of current and long-term debt | Scheduled maturities of current and long-term Term Loans are as follows: (in thousands) Fiscal Year Ending: 2017 $ 18,750 2018 24,375 2019 34,000 2020 — 2021 — Total debt $ 77,125 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 12 Months Ended |
Jan. 31, 2016 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Schedule of 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 fiscal years 2016 , 2015 and 2014 : Fiscal Year Ended (in thousands) January 31, 2016 January 25, 2015 January 26, 2014 Cost of sales $ 1,555 $ 1,621 $ 1,664 Selling, general and administrative 10,055 17,387 12,071 Product development and engineering 8,858 10,621 10,854 Stock-based compensation $ 20,468 $ 29,629 $ 24,589 Net change in stock-based compensation capitalized into inventory $ (98 ) $ 111 $ 36 |
Schedule of fair value assumptions | The following table summarizes the assumptions used in the Black-Scholes model to determine the fair value of stock options granted in fiscal years 2016 , 2015 and 2014 : Fiscal Year Ended January 31, 2016 January 25, 2015 January 26, 2014 Expected lives, in years 4.2 - 4.3 3.0 - 4.4 4.1 - 4.7 Estimated volatility 29% - 32% 33% - 40% 30% - 35% Dividend yield — — — Risk-free interest rate 1.24% - 1.49% 0.74% - 1.47% 0.65% - 1.6% Weighted average fair value on grant date $6.08 $7.18 $8.92 |
Schedule of summary of the activity for stock option awards | The following table summarizes the activity for stock options for fiscal years 2016 , 2015 and 2014 : (in thousands, except for per share amounts) Number of Shares Weighted Average Exercise Price (per share) Aggregate Intrinsic Value (1) Aggregate Unrecognized Compensation Number of Shares Exercisable Weighted Average Contractual Term (years) Balance at January 27, 2013 2,579 $ 18.29 $ 29,789 $ 3,817 1,937 Options granted 376 30.62 Options exercised (970 ) 16.61 16,052 Options cancelled/forfeited (50 ) 26.10 Balance at January 26, 2014 1,935 21.33 7,722 4,354 1,275 Options granted 426 24.87 Options exercised (554 ) 16.04 5,446 Options cancelled/forfeited (44 ) 26.69 Balance at January 25, 2015 1,763 23.70 7,722 4,688 986 Options granted 364 22.74 Options exercised (359 ) 16.34 1,851 Options cancelled/forfeited (261 ) 23.94 Balance at January 31, 2016 1,507 $ 25.18 $ 962 $ 3,748 775 Exercisable at February 1, 2017 775 $ 25.49 $ 444 2.3 Vested and expected to vest after February 1, 2016 1,435 $ 25.31 $ 876 3.4 (1) Represents the difference between the exercise price and the value of the Company’s stock at the time of exercise, for exercised grants. For outstanding awards, represents the difference between the exercise price and the value of the Company’s stock at fiscal year-end. |
Schedule of stock option exercise price range | The following table summarizes information about stock options outstanding at January 31, 2016 : (number of shares in thousands) Number of Shares Weighted Average Exercise Price (per share) Weighted Average Contractual Term (years) Price Range Analysis - Outstanding $1.15 - $4.53 3 $ 4.50 1.6 $7.97 - $13.76 2 11.19 4.0 $15.92 - $24.46 597 20.41 3.4 $24.74 - $35.17 905 28.44 3.5 Total outstanding 1,507 $ 25.18 3.5 Price Range Analysis - Exercisable $1.15 - $4.53 3 $ 4.50 1.6 $7.97 - $13.76 2 11.19 4.0 $15.92 - $24.46 316 21.18 1.7 $24.74 - $35.17 454 28.73 2.8 Total exercisable 775 $ 25.49 2.3 |
Schedule of unvested stock option awards | The following table summarizes information regarding unvested stock option awards at January 31, 2016 : (in thousands, except for per share amounts) Number of Shares Weighted Average Exercise Price (per share) Weighted Average Grant Date Fair Value (per share) Weighted Average Remaining Expense Period (years) Total Fair Value Balance at January 27, 2013 642 $ 23.66 $ 8.31 1.9 $ 5,333 Options granted 376 30.62 8.92 3,355 Options vested (310 ) 21.58 7.77 2,406 Options forfeited (48 ) 26.16 8.53 422 Balance at January 26, 2014 660 28.39 8.88 2.3 5,856 Options granted 426 24.87 7.18 3,058 Options vested (275 ) 27.03 8.77 2,414 Options forfeited (35 ) 26.32 8.02 283 Balance at January 25, 2015 776 27.09 8.01 2.4 6,217 Options granted 364 22.74 6.08 2,210 Options vested (309 ) 27.64 8.08 2,494 Options forfeited (102 ) 25.90 7.34 748 Balance at January 31, 2016 729 $ 24.84 $ 7.00 2.2 $ 5,110 |
Schedule of summary of the activity for performance unit awards | The following table summarizes the activity for performance-based restricted stock units for fiscal years 2016 , 2015 and 2014 : Subject to Share Settlement Subject to Cash Settlement Weighted Average Grant Date Aggregate Period Over Which Expected (in thousands, except for per share amounts) Total Units Units Units Recorded Liability Fair Value (per share) Unrecognized Compensation to be Recognized (in years) Balance at January 27, 2013 353 181 172 $ 4,422 $ 23.50 $ 4,757 1.1 Performance units granted 186 93 93 30.82 Performance units vested (114 ) (57 ) (57 ) — 16.68 Performance units cancelled/forfeited (49 ) (25 ) (24 ) 28.82 Change in liability (3,117 ) Balance at January 26, 2014 376 192 184 1,305 28.50 3,893 1.3 Performance units granted 256 128 128 24.74 Performance units vested (93 ) (52 ) (41 ) — 23.83 Performance units cancelled/forfeited (113 ) (57 ) (56 ) 28.76 Change in liability 586 Balance at January 25, 2015 426 211 215 1,891 27.17 6,164 1.6 Performance units granted 235 145 90 28.60 Performance units vested — — — — — Performance units cancelled/forfeited (275 ) (153 ) (124 ) 29.11 Change in liability — (1,654 ) Balance at January 31, 2016 386 203 181 $ 237 $ 26.57 $ 1,925 1.5 |
Schedule fair value assumptions - market performance units | The following tables summarize the assumptions used in the Monte Carlo simulation model to determine the fair value of restricted stock units granted in fiscal year 2015 for both Tranche 1 and Tranche 2. Tranche 1: For the fiscal year ended January 25, 2015 Expected life, in years 1.6 Estimated volatility 34 % Dividend yield — % Risk-free interest rate 1.5 % Weighted average fair value on grant date $ 17.26 Tranche 2: For the fiscal year ended January 25, 2015 Expected life, in years 2.1 Estimated volatility 34 % Dividend yield — % Risk-free interest rate 1.5 % Weighted average fair value on grant date $ 14.88 |
Schedule of summary of activity for market performance units | The following table summarizes the activity for the market performance restricted stock units for the fiscal year ended January 31, 2016 : (in thousands, except for per share amounts) Total Units Weighted Average Grant Date Fair Value (per unit) Aggregate Unrecognized Compensation Weighted Average Period Over Which Expected to be Recognized (in years) 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 January 31, 2016 220 $ 15.59 $ 143 0.1 |
Schedule of summary of the activity for employee stock unit awards | The following table summarizes the employees' restricted stock unit activity for fiscal years 2016 , 2015 and 2014 : (in thousands, except per share amount) 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 27, 2013 2,558 $ 23.41 $ 49,374 2.5 Stock units granted 891 30.95 Stock units vested (1,026 ) 21.34 $ 31,861 Stock units forfeited (228 ) 25.81 Balance at January 26, 2014 2,195 27.81 49,563 2.5 Stock units granted 929 23.90 Stock units vested (752 ) 25.55 18,237 Stock units forfeited (234 ) 26.29 Balance at January 25, 2015 2,138 26.43 44,506 2.4 Stock units granted 1,032 20.79 Stock units vested (736 ) 26.48 $ 16,175 Stock units forfeited (402 ) 25.65 Balance at January 31, 2016 2,032 $ 23.70 $ 35,692 2.4 (1) Reflects the value of Semtech stock on the date that the stock unit vested. |
Schedule of 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 fiscal years 2016 , 2015 and 2014 : (in thousands, except per share amount) 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 27, 2013 20 $ 4,557 $ 24.46 $ 253 0.4 Stock units granted 18 35.17 Stock units vested (20 ) 24.46 Stock units forfeited — Change in liability (576 ) Balance at January 26, 2014 18 3,981 35.17 177 0.4 Stock units granted 24 26.59 Stock units vested (18 ) 35.17 Stock units forfeited — Change in liability 1,233 Balance at January 25, 2015 24 5,214 26.59 275 0.4 Stock units granted 28 19.70 Stock units vested (24 ) 26.59 Stock units forfeited — Change in liability (1,344 ) Balance at January 31, 2016 28 $ 3,870 $ 19.70 $ 221 0.4 |
Subject to Share Settlement | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Schedule of 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 fiscal year 2016 : (in thousands, except per share amount) 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 January 31, 2016 24 $ 19.70 $ 186 0.4 (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. |
Interest Income and Other (Ex41
Interest Income and Other (Expense) Income, Net (Tables) | 12 Months Ended |
Jan. 31, 2016 | |
Interest Income and Other Expense Disclosure [Abstract] | |
Schedule of interest income and other expense, net | Interest and other expense, net, consist of the following: Fiscal Year Ended (in thousands) January 31, 2016 January 25, 2015 January 26, 2014 Interest income $ 13 $ 43 $ 342 Non-recoverable VAT tax (494 ) (323 ) (598 ) Foreign currency transaction gain (loss) (665 ) 702 (648 ) Miscellaneous expense (655 ) (257 ) (486 ) Interest income and other income (expense), net $ (1,801 ) $ 165 $ (1,390 ) |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Jan. 31, 2016 | |
Income Tax Disclosure [Abstract] | |
Schedule of components of income tax expense | The provision (benefit) for taxes consists of the following: Fiscal Year Ended (in thousands) January 31, 2016 January 25, 2015 January 26, 2014 Current tax provision Federal $ — $ 749 $ 3,769 State — — 554 Foreign 8,709 7,810 14,962 Subtotal 8,709 8,559 19,285 Deferred tax provision (benefit) Federal 6,679 508 23,938 State (96 ) (100 ) (1,293 ) Foreign (6,410 ) (419 ) (5,945 ) Subtotal 173 (11 ) 16,700 Provision for taxes $ 8,882 $ 8,548 $ 35,985 |
Schedule of income tax reconciliation | The provision (benefit) for taxes reconciles to the amount computed by applying the statutory federal rate to income before taxes as follows: Fiscal Year Ended (in thousands) January 31, 2016 January 25, 2015 January 26, 2014 Federal income tax at statutory rate $ 7,133 $ 12,775 $ (44,968 ) State income taxes, net of federal benefit (7 ) (100 ) (1,260 ) Foreign taxes at rates less than federal rates (62 ) (11,960 ) (8,378 ) Tax credits generated (3,598 ) (5,302 ) (5,523 ) Changes in valuation allowance 1,847 14,284 52,942 Goodwill impairment — — 40,840 Changes in uncertain tax positions 1,009 (5,167 ) 893 Deemed dividends 276 2,513 726 Equity compensation 2,529 2,200 1,173 Permanent differences 28 (93 ) 2,895 Deferred tax provision - indefinite life intangibles 5,670 — — Triune earn-out (5,670 ) — — Revaluation of deferred tax assets and liabilities 334 (432 ) (12 ) Other (607 ) (170 ) (3,343 ) Provision for taxes $ 8,882 $ 8,548 $ 35,985 |
Schedule of deferred tax assets and liabilities | The deferred tax assets and deferred tax liabilities are classified in the consolidated balance sheets as follows: (in thousands) January 31, 2016 January 25, 2015 Deferred tax assets Current $ — $ 2,478 Non-current 7,354 106 Subtotal 7,354 2,584 Deferred tax liabilities Current — (1,444 ) Non-current (6,802 ) (2,477 ) Subtotal (6,802 ) (3,921 ) Net deferred tax assets (liabilities) $ 552 $ (1,337 ) |
Schedule of components of deferred tax assets and deferred tax liabilities | The components of the net deferred income tax assets and liabilities at January 31, 2016 and January 25, 2015 are as follows: (in thousands) January 31, 2016 January 25, 2015 Current deferred tax asset: Deferred revenue $ — $ 3,052 Inventory reserve — 3,156 Payroll and related accruals — 2,306 Bad debt reserve — 927 Accrued service fees — 608 Other deferred assets — 1,191 Valuation allowance — (8,637 ) Total current deferred tax asset — 2,603 Non-current deferred tax asset: Deferred revenue 4,295 — Inventory reserve 2,931 — Bad debt reserve 521 — Accrued service fees 238 — Research and development charges 584 1,323 Research credit carryforward 32,605 40,819 NOL carryforward 38,979 29,144 Payroll and related accruals 8,773 7,148 Stock-based compensation 5,006 6,176 Other deferred assets 6,281 5,054 Valuation allowance (77,383 ) (66,899 ) Total non-current deferred tax asset 22,830 22,765 Current deferred tax liabilities: Inventory reserve - foreign — (826 ) Bad debt reserve - foreign — (256 ) Other current deferred tax liabilities — (373 ) Total current deferred tax liabilities — (1,455 ) Non-current deferred tax liabilities: Inventory reserve - foreign (515 ) — Depreciation and amortization - foreign (194 ) — Purchase accounting deferred tax liabilities (16,895 ) (20,917 ) Depreciation and amortization (3,324 ) (2,956 ) Other non-current deferred tax liabilities (1,350 ) (1,377 ) Total non-current deferred tax liabilities (22,278 ) (25,250 ) Net deferred tax assets (liabilities) $ 552 $ (1,337 ) |
Summary of valuation allowance | Changes in the valuation allowance for the three years ended January 31, 2016 are summarized in the table below: Fiscal Year Ended (in thousands) January 31, 2016 January 25, 2015 January 26, 2014 Beginning balance $ 75,536 $ 61,251 $ 8,320 Additions 9,055 14,285 52,931 Releases (7,208 ) — — Ending balance $ 77,383 $ 75,536 $ 61,251 |
Schedule of gross unrecognized tax benefits | A reconciliation of the beginning and ending amount of unrecognized tax benefits (net of federal impact of state items) is as follows: Fiscal Year Ended (in thousands) January 31, 2016 January 25, 2015 Beginning balance $ 7,774 $ 12,348 Additions based on tax positions related to the current year 1,425 466 Reductions for tax positions of prior years, net (767 ) (3,970 ) Reductions for settlements with tax authorities, net — (1,070 ) Ending balance $ 8,432 $ 7,774 |
Schedule of liability for uncertain tax positions | The liability for UTP is reflected on the consolidated balance sheets as follows: Fiscal Year Ended (in thousands) January 31, 2016 January 25, 2015 Deferred tax assets - non-current $ 7,162 $ 7,522 Accrued liabilities — — Other long-term liabilities 1,270 252 Total accrued taxes $ 8,432 $ 7,774 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Jan. 31, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule aggregate minimum operating lease payments | The aggregate minimum annual lease payments under leases in effect on January 31, 2016 are as follows: Minimum Annual Lease Payments (in thousands) Fiscal Year Ending: 2017 $ 7,184 2018 5,732 2019 4,730 2020 3,630 2021 3,030 Thereafter 3,377 Total minimum lease commitments $ 27,683 |
Schedule of purchase commitments | The following table shows the Company’s open capital commitments, other open purchase commitments, and other vendor commitments for the purchase of plant, equipment, raw material, supplies and services: (in thousands) Less than 1 year 1-3 years Total Open capital purchase commitments $ 1,537 $ — $ 1,537 Other open purchase commitments 41,813 3,376 45,189 Other vendor commitments — — — Total purchase commitments $ 43,350 $ 3,376 $ 46,726 |
Schedule of compensation expense and forfeitures under deferred compensation plan | The following table shows the compensation expense and forfeitures under this plan for fiscal years 2016 , 2015 and 2014 : Fiscal Year Ended (in thousands) January 31, 2016 January 25, 2015 January 26, 2014 Forfeitures $ (159 ) $ (112 ) $ (180 ) Compensation (income) expense (660 ) 2,449 2,644 Compensation expense, net of forfeitures $ (819 ) $ 2,337 $ 2,464 |
Schedule of liability for deferred compensation | The Company’s liability for the deferred compensation plan is presented below: (in thousands) January 31, 2016 January 25, 2015 Accrued liabilities $ 1,448 $ 527 Other long-term liabilities 17,976 19,241 Total deferred compensation liabilities under this plan $ 19,424 $ 19,768 |
Summary of earn-out liabilities | A summary of earn-out liabilities by classification follows: Balance at January 31, 2016 Balance at January 25, 2015 (in thousands) Cycleo Triune Total Cycleo Triune Total Compensation expense $ 4,397 $ — $ 4,397 $ 140 $ — $ 140 Not conditional upon continued employment 1,457 — 1,457 1,619 — 1,619 Interest Expense 405 — 405 12 — 12 Total liability $ 6,259 $ — $ 6,259 $ 1,771 $ — $ 1,771 Amount expected to be settled within 12 months $ 2,155 $ — $ — $ — $ — $ — |
Concentration of Risk (Tables)
Concentration of Risk (Tables) | 12 Months Ended |
Jan. 31, 2016 | |
Risks and Uncertainties [Abstract] | |
Schedule of significant customers | The following significant customer accounted for at least 10% of net sales in one or more of the periods indicated: Fiscal Year Ended (percentage of net sales) January 31, 2016 January 25, 2015 January 26, 2014 Samsung Electronics (and affiliates) 7 % 11 % 12 % 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) January 31, 2016 January 25, 2015 Samsung Electronics (and affiliates) 5 % 12 % |
Segment Information (Tables)
Segment Information (Tables) | 12 Months Ended |
Jan. 31, 2016 | |
Segment Reporting [Abstract] | |
Net sales by segment | Net sales by segment are as follows: Fiscal Year Ended (in thousands) January 31, 2016 January 25, 2015 January 26, 2014 Semiconductor Products Group $ 485,570 $ 555,399 $ 577,312 All others 4,649 2,486 17,665 Total $ 490,219 $ 557,885 $ 594,977 |
Income by segment and reconciliation to consolidated | Income by segment and reconciliation to consolidated operating income: Fiscal Year Ended (in thousands) January 31, 2016 January 25, 2015 January 26, 2014 Semiconductor Products Group $ 83,422 $ 136,823 $ 141,569 All others (3,670 ) (10,558 ) (2,744 ) Operating Income by segment 79,752 126,265 138,825 Items to reconcile segment operating income to consolidated income before taxes Intangible amortization and impairments 25,059 31,449 190,529 Stock-based compensation expense 20,468 29,629 24,589 Write-off of deferred financing costs — — 8,773 Inventory write-down — — 2,408 Restructuring charges 4,526 1,285 3,086 Changes in the fair value of contingent earn-out obligations (16,362 ) 1,391 (654 ) Environmental reserve 2,855 (65 ) — Other non-segment related expenses 11,686 1,984 2,176 Amortization of fair value adjustments related to acquired PP&E 1,521 18,335 16,835 Interest expense, net 7,819 5,927 18,174 Non-operating (income) expense, net 1,801 (165 ) 1,390 Income before taxes $ 20,379 $ 36,495 $ (128,481 ) |
Net sales by product line | The table below provides net sales activity by product line on a comparative basis for all periods. In December 2013, the Company announced that it was combining its Gennum and former Advanced Communication product groups. The combined net sales activity for these groups is reflected in the Signal Integrity product group. Fiscal Year Ended (in thousands, except percentages) January 31, 2016 January 25, 2015 January 26, 2014 Signal Integrity $ 221,185 45 % $ 219,024 39 % $ 254,556 43 % Protection 138,674 28 % 191,341 34 % 198,514 33 % Wireless and Sensing 70,712 14 % 80,632 14 % 65,947 11 % Power and High-Reliability 54,999 11 % 64,402 12 % 58,295 10 % Systems Innovation 4,649 1 % 2,486 — % 17,665 3 % Total net sales $ 490,219 100 % $ 557,885 100 % $ 594,977 100 % |
Net sales by geographic region | Net sales activity by geographic region is as follows: Fiscal Year Ended (in thousands, except percentages) January 31, 2016 January 25, 2015 January 26, 2014 Asia-Pacific $ 358,480 73 % $ 412,514 74 % $ 432,097 73 % Europe 85,587 17 % 60,232 11 % 68,306 11 % North America 46,152 9 % 85,139 15 % 94,574 16 % Total net sales $ 490,219 100 % $ 557,885 100 % $ 594,977 100 % |
Sales activity to countries representing greater than 10% of total sales | The Company attributes sales to a country based on the ship-to address. The table below summarizes sales activity to countries that represented greater than 10% of total net sales for at least one of the periods indicated: Fiscal Year Ended (percentage of total sales) January 31, 2016 January 25, 2015 January 26, 2014 China (including Hong Kong) 47 % 38 % 34 % United States 12 % 12 % 16 % Japan 8 % 11 % 11 % South Korea 6 % 9 % 11 % Total net sales 73 % 70 % 72 % |
Pre-tax (loss) income from continuing operations by region | The Company’s regional (loss) income from continuing operations before income taxes is as follows: Fiscal Year Ended (in thousands) January 31, 2016 January 25, 2015 January 26, 2014 Domestic $ (5,636 ) $ (33,540 ) $ (158,780 ) Foreign 26,015 70,035 30,299 Total $ 20,379 $ 36,495 $ (128,481 ) |
Long-lived assets by location | Long-lived assets, which consist of property, plant and equipment, net of accumulated depreciation and classified by location are summarized as follows: (in thousands) January 31, 2016 January 25, 2015 United States $ 56,212 $ 63,449 Rest of North America 21,618 25,139 Europe 7,109 9,119 Asia and all others 16,066 17,764 Total $ 101,005 $ 115,471 |
Restructuring Costs (Tables)
Restructuring Costs (Tables) | 12 Months Ended |
Jan. 31, 2016 | |
Restructuring and Related Activities [Abstract] | |
Schedule of restructuring reserve activity | Activity under the restructuring plans is summarized in the following table: (in thousands) One-time employee termination benefits Contract commitments Total Balance at January 26, 2014 $ 1,387 $ 1,245 $ 2,632 Charges 662 623 1,285 Cash payments (1,767 ) (1,753 ) (3,520 ) Reclassifications — (115 ) (115 ) Balance at January 25, 2015 282 — 282 Charges 4,526 — 4,526 Cash payments (4,466 ) — (4,466 ) Balance at January 31, 2016 $ 342 $ — $ 342 |
Schedule of contract commitment cancellation charges | As a result of these actions detailed above, the Company also recorded additional contract commitment cancellation charges as detailed below: Fiscal year ended (in thousands) January 31, 2016 January 25, 2015 January 26, 2014 Cost of sales $ — $ 2,983 $ 1,729 Product development and engineering — — 3,197 Total $ — $ 2,983 $ 4,926 |
Stock Repurchase Program (Table
Stock Repurchase Program (Tables) | 12 Months Ended |
Jan. 31, 2016 | |
Equity [Abstract] | |
Summary of stock repurchase activities | The following table summarizes the stock repurchase activities during the periods indicated: Fiscal Year Ended January 31, 2016 January 25, 2015 January 26, 2014 (in thousands, except number of shares) Shares Value Shares Value Shares Value Shares repurchased under the 2011 program 2,681,476 $ 57,311 1,578,869 $ 40,906 1,034,491 $ 30,000 Total treasury shares acquired 2,681,476 $ 57,311 1,578,869 $ 40,906 1,034,491 $ 30,000 |
Selected Quarterly Financial 48
Selected Quarterly Financial Data (Unaudited) (Tables) | 12 Months Ended |
Jan. 31, 2016 | |
Quarterly Financial Information Disclosure [Abstract] | |
Schedule of Quarterly Financial Information | The following tables set forth the Company’s unaudited consolidated statements of operations data for each of the eight quarterly periods ended January 31, 2016 , as well as that data expressed as a percentage of the Company’s net sales for the quarters presented. The sum of quarterly per share amounts may differ from year to date amounts due to rounding. Selected Quarterly Financial Data (Unaudited) Fiscal Year 2016 Fiscal Year 2015 Quarters Ended Quarters Ended (in thousands, except per share amounts) April 26, July 26, October 25, January 31, April 27, July 27, October 26, January 25, Net sales $ 130,088 $ 125,712 $ 115,810 $ 118,609 $ 132,859 $ 145,742 $ 148,890 $ 130,394 Gross profit 78,400 75,576 69,584 69,550 78,084 88,221 89,326 73,161 Operating income (loss) 4,884 3,068 18,898 3,149 11,149 22,057 22,810 (13,759 ) Net income (loss) $ (142 ) $ (313 ) $ 10,704 $ 1,247 $ 7,867 $ 17,898 $ 17,623 $ (15,441 ) Earnings (loss) per share: Basic $ 0.00 $ 0.00 $ 0.16 $ 0.02 $ 0.12 $ 0.27 $ 0.26 $ (0.23 ) Diluted $ 0.00 $ 0.00 $ 0.16 $ 0.02 $ 0.12 $ 0.26 $ 0.26 $ (0.23 ) Weighted average number of shares used in computing earnings per share: Basic 66,713 65,920 65,117 64,934 67,300 67,208 67,162 66,763 Diluted 66,713 65,920 65,217 65,225 67,970 67,850 67,654 66,763 |
Organization and Basis of Pre49
Organization and Basis of Presentation (Fiscal Year) (Details) - weeks | 12 Months Ended | ||
Jan. 31, 2016 | Jan. 25, 2015 | Jan. 26, 2014 | |
Fiscal Year [Line Items] | |||
Number of weeks in reporting period | 53 | 52 | 52 |
Minimum | |||
Fiscal Year [Line Items] | |||
Number of weeks in reporting period | 52 | ||
Maximum | |||
Fiscal Year [Line Items] | |||
Number of weeks in reporting period | 53 |
Organization and Basis of Pre50
Organization and Basis of Presentation (Segment Information) (Details) | 12 Months Ended |
Jan. 31, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Number of operating segments | 5 |
Number of operating segments that aggregate into one reportable segment | 4 |
Number of reportable segments | 1 |
Significant Accounting Polici51
Significant Accounting Policies - Narrative (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Jan. 31, 2016 | Jan. 25, 2015 | Jan. 26, 2014 | |
Restricted cash associated with certain lease commitments | $ 0.5 | $ 0.5 | |
Other Intangible Assets and Long-lived Assets [Abstract] | |||
Percent of realizable undiscounted cash flows used to determine useful life of acquired finite-lived intangible assets, minimum | 90.00% | ||
Sales and Marketing [Abstract] | |||
Advertising costs | $ 0.2 | 0.1 | $ 0.1 |
Product Development and Engineering [Abstract] | |||
Recoveries from nonrecurring engineering services | $ 21.1 | $ 29.3 | $ 17.6 |
Cash Equivalents [Member] | Maximum | |||
Investment maturity period | 90 days |
Significant Accounting Polici52
Significant Accounting Policies - Allowances Against Accounts Receivable (Details) - USD ($) $ in Thousands | Jan. 31, 2016 | Jan. 25, 2015 |
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Allowance for doubtful accounts | $ (7,793) | $ (3,523) |
Allowance for Doubtful Accounts | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Allowance for doubtful accounts | (889) | (1,678) |
Sales Rebates Allowance | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Allowance for doubtful accounts | (5,006) | 0 |
Sales Returns Allowance | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Allowance for doubtful accounts | (517) | (379) |
Other Allowances | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Allowance for doubtful accounts | $ (1,381) | $ (1,466) |
Significant Accounting Polici53
Significant Accounting Policies - Estimated Useful Lives of Property, Plant, and Equipment (Details) | 12 Months Ended |
Jan. 31, 2016 | |
Building and leasehold improvements | Minimum | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life | 7 years |
Building and leasehold improvements | Maximum | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life | 39 years |
Enterprise resource planning systems | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life | 13 years |
Machinery and equipment | Minimum | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life | 5 years |
Machinery and equipment | Maximum | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life | 8 years |
Transportation vehicles | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life | 5 years |
Furniture and fixtures | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life | 7 years |
Computers and computer software | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life | 3 years |
Significant Accounting Polici54
Significant Accounting Policies - Deferred Revenue (Details) - USD ($) $ in Thousands | Jan. 31, 2016 | Jan. 25, 2015 |
Deferred Revenue Arrangement [Line Items] | ||
Total deferred revenue | $ 8,628 | $ 5,848 |
Deferred Revenues [Member] | ||
Deferred Revenue Arrangement [Line Items] | ||
Total deferred revenue | 5,991 | 6,237 |
Deferred Cost of Revenues [Member] | ||
Deferred Revenue Arrangement [Line Items] | ||
Total deferred revenue | (1,139) | (1,562) |
Deferred Revenue, Net [Member] | ||
Deferred Revenue Arrangement [Line Items] | ||
Total deferred revenue | 4,852 | 4,675 |
Deferred Product Design and Engineering Recoveries [Member] | ||
Deferred Revenue Arrangement [Line Items] | ||
Total deferred revenue | $ 3,776 | $ 1,173 |
Significant Accounting Polici55
Significant Accounting Policies - Accumulated Other Comprehensive Income (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jan. 31, 2016 | Jan. 25, 2015 | Jan. 26, 2014 | |
Available for sale investments | |||
Accumulated other comprehensive income balance at beginning of period - Available for Sale Investments | $ 0 | $ 0 | $ 5 |
Other comprehensive income (loss) before reclassifications, net of tax - Available for Sale Investments | 0 | 0 | (5) |
Amounts reclassified, net of tax - Available for Sale Investments | 0 | 0 | 0 |
Net current period other comprehensive income (loss) - Available for Sale Investments | 0 | 0 | (5) |
Accumulated other comprehensive income balance at end of period - Available for Sale Investments | 0 | 0 | 0 |
Interest rate hedge | |||
Accumulated other comprehensive income balance at beginning of period - Interest Rate Hedge | (538) | (448) | (353) |
Other comprehensive income (loss) before reclassifications, net of tax - Interest Rate Hedge | (33) | (243) | (145) |
Amounts reclassified, net of tax - Interest Rate Hedge | 523 | 153 | 50 |
Net current period other comprehensive income (loss) - Interest Rate Hedge | 490 | (90) | (95) |
Accumulated other comprehensive income balance at end of period - Interest Rate Hedge | (48) | (538) | (448) |
Cumulative translation adjustments | |||
Accumulated other comprehensive income balance at beginning of period - Cumulative Translation Adjustments | 701 | 701 | 701 |
Other comprehensive income (loss) before reclassifications, net of tax - Translation Currency Adjustment | 0 | 0 | 0 |
Amounts reclassified, net of tax - Currency Translation Adjustment | 0 | 0 | 0 |
Net current period comprehensive income (loss) - Translation Currency Adjustment | 0 | 0 | 0 |
Accumulated other comprehensive income balance at end of period - Cumulative Translation Adjustments | 701 | 701 | 701 |
Total comprehensive income (loss) | |||
Total accumulated other comprehensive income balance at beginning of period - Total | 163 | 253 | 353 |
Other comprehensive income (loss), before reclassifications, net of tax - Total | (33) | (243) | (150) |
Amounts reclassified, net of tax - Total | 523 | 153 | 50 |
Net current period comprehensive income (loss) - Total | 490 | (90) | (100) |
Total accumulated other comprehensive income balance at end of period - Total | $ 653 | $ 163 | $ 253 |
Significant Accounting Polici56
Significant Accounting Policies - Computation of Earnings Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Jan. 31, 2016 | Oct. 25, 2015 | Jul. 26, 2015 | Apr. 26, 2015 | Jan. 25, 2015 | Oct. 26, 2014 | Jul. 27, 2014 | Apr. 27, 2014 | Jan. 31, 2016 | Jan. 25, 2015 | Jan. 26, 2014 | |
Earnings Per Share, Basic and Diluted [Abstract] | |||||||||||
Net income (loss) | $ 1,247 | $ 10,704 | $ (313) | $ (142) | $ (15,441) | $ 17,623 | $ 17,898 | $ 7,867 | $ 11,497 | $ 27,947 | $ (164,466) |
Weighted average common shares outstanding - basic | 64,934 | 65,117 | 65,920 | 66,713 | 66,763 | 67,162 | 67,208 | 67,300 | 65,657 | 67,108 | 67,471 |
Dilutive effect of employee equity incentive plans | 304 | 577 | 0 | ||||||||
Weighted average common shares outstanding - diluted | 65,225 | 65,217 | 65,920 | 66,713 | 66,763 | 67,654 | 67,850 | 67,970 | 65,961 | 67,685 | 67,471 |
Basic earnings per common share (in dollars per share) | $ 0.02 | $ 0.16 | $ 0 | $ 0 | $ (0.23) | $ 0.26 | $ 0.27 | $ 0.12 | $ 0.18 | $ 0.42 | $ (2.44) |
Diluted earnings per common share (in dollars per share) | $ 0.02 | $ 0.16 | $ 0 | $ 0 | $ (0.23) | $ 0.26 | $ 0.26 | $ 0.12 | $ 0.17 | $ 0.41 | $ (2.44) |
Anti-dilutive shares not included in the above calculations | 2,569 | 1,714 | 1,245 |
Acquisitions - Narrative (Detai
Acquisitions - Narrative (Details) - USD ($) | Mar. 04, 2015 | Jan. 13, 2015 | Sep. 30, 2015 | Mar. 31, 2015 | Jan. 31, 2016 | Jan. 25, 2015 | Jan. 26, 2014 | Jul. 26, 2015 |
Borrowings under line of credit | $ 35,000,000 | $ 35,000,000 | $ 5,000,000 | $ 327,344,000 | ||||
Goodwill | 329,703,000 | 280,319,000 | ||||||
Triune Systems | ||||||||
Effective date of acquisition | Mar. 4, 2015 | |||||||
Name of acquired entity | Triune | |||||||
Purchase price | $ 45,000,000 | |||||||
Cash paid to acquire business | 35,000,000 | $ 9,500,000 | ||||||
Remaining cash consideration to be paid | 10,000,000 | 500,000 | ||||||
Earn-out liability | 16,200,000 | 0 | ||||||
Acquisition consideration allocated to finite-lived intangile assets | 12,000,000 | |||||||
Goodwill | $ 49,400,000 | |||||||
EnVerv | ||||||||
Effective date of acquisition | Jan. 13, 2015 | |||||||
Name of acquired entity | EnVerv, Inc. | |||||||
Purchase price | $ 4,900,000 | |||||||
Goodwill | 3,400,000 | |||||||
Core technologies | Triune Systems | ||||||||
Acquisition consideration allocated to finite-lived intangile assets | 10,000,000 | |||||||
Core technologies | EnVerv | ||||||||
Acquisition consideration allocated to finite-lived intangile assets | $ 1,400,000 | |||||||
Customer relationships | Triune Systems | ||||||||
Acquisition consideration allocated to finite-lived intangile assets | $ 2,000,000 | |||||||
Contingent Consideration Arrangements Based on Annual Revenue Targets [Member] | Triune Systems | ||||||||
Potential payments under earn-out arrangements, high estimate | $ 70,000,000 | |||||||
Potential payment under earn-out arrangement for the first fiscal year | $ 13,000,000 | |||||||
Business Combination, Contingent Consideration Arrangements, Defined Earnout Period [Member] | Triune Systems | ||||||||
Period over which contingent consideration willl be paid | 3 years | |||||||
Contingent Consideration Based on Cumulative Revenue and Operating Income Targets | Triune Systems | ||||||||
Potential payments under earn-out arrangements, high estimate | $ 16,000,000 |
Acquisitions - Triune Purchase
Acquisitions - Triune Purchase Price Allocation (Details) - USD ($) $ in Thousands | Mar. 04, 2015 | Jan. 31, 2016 |
Business Acquisition [Line Items] | ||
Goodwill | $ 49,384 | |
Triune Systems | ||
Business Acquisition [Line Items] | ||
Current assets | $ 877 | |
Property, plant and equipment, net | 226 | |
Amortizable intangible assets | 12,000 | |
Goodwill | 49,384 | |
Current liabilities | (1,287) | |
Earn-out liability | (16,200) | $ 0 |
Total acquisition consideration | $ 45,000 |
Investments - Narrative (Detai
Investments - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jan. 31, 2016 | Jan. 25, 2015 | Jan. 26, 2014 | |
Investment [Line Items] | |||
Investment in privately traded companies, cash consideration | $ 14,630 | $ 7,148 | $ 2,500 |
Total equity investment in privately traded companies | $ 20,200 | ||
Minimum | |||
Investment [Line Items] | |||
Investment maturity period | 3 months | ||
Temporary investments | Minimum | |||
Investment [Line Items] | |||
Investment maturity period | 3 months | ||
Temporary investments | Maximum | |||
Investment [Line Items] | |||
Investment maturity period | 12 months | ||
Long-term investments | Minimum | |||
Investment [Line Items] | |||
Investment maturity period | 12 months | ||
Other assets | |||
Investment [Line Items] | |||
Total equity investment in privately traded companies | $ 20,200 | $ 12,100 | |
Jariet Technologies Inc [Member] | |||
Investment [Line Items] | |||
Total equity investment in privately traded companies | 0 | ||
Impairment of investment | $ 600 |
Investments - Summary of Inves
Investments - Summary of Investments (Details) - USD ($) $ in Thousands | Jan. 31, 2016 | Jan. 25, 2015 |
Schedule of Available-for-sale Securities [Line Items] | ||
Market Value | $ 16,866 | $ 23,271 |
Adjusted Cost | 16,866 | 23,271 |
Gross Unrealized Gain | 0 | 0 |
Agency securities | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Market Value | 16,866 | 23,271 |
Adjusted Cost | 16,866 | 23,271 |
Gross Unrealized Gain | $ 0 | $ 0 |
Investments - Schedule of Inve
Investments - Schedule of Investments, Classified by Maturity Period (Details) - USD ($) $ in Thousands | Jan. 31, 2016 | Jan. 25, 2015 |
Investments [Abstract] | ||
Available-for-sale investments, Market Value - Within 1 year | $ 16,866 | $ 23,271 |
Available-for-sale investments, Adjusted Cost - Within 1 year | 16,866 | 23,271 |
Available-for-sale investments, Market Value - After 1 year through 5 years | 0 | 0 |
Available-for-sale investments, Adjusted Cost - After 1 year through 5 years | $ 0 | $ 0 |
Investments - Summary of Unrea
Investments - Summary of Unrealized Gains (Losses) on Investments (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jan. 31, 2016 | Jan. 25, 2015 | Jan. 26, 2014 | |
Investments [Abstract] | |||
Unrealized loss, net of tax | $ 0 | $ 0 | $ (5) |
Decrease to deferred tax liability | $ 0 | $ 0 | $ (2) |
Investments - Schedule of Cost
Investments - Schedule of Cost Method Investments (Details) $ in Thousands | Jan. 31, 2016USD ($) |
Schedule of Cost-method Investments [Line Items] | |
Total equity investment in privately traded companies | $ 20,200 |
MultiPhy Ltd [Member] | |
Schedule of Cost-method Investments [Line Items] | |
Total equity investment in privately traded companies | 12,000 |
Skorpios Technologies Inc [Member] | |
Schedule of Cost-method Investments [Line Items] | |
Total equity investment in privately traded companies | 3,000 |
Guangdong Dapu Telecom Technology Co., Ltd [Member] | |
Schedule of Cost-method Investments [Line Items] | |
Total equity investment in privately traded companies | 3,300 |
Senet, Inc [Member] | |
Schedule of Cost-method Investments [Line Items] | |
Total equity investment in privately traded companies | 1,900 |
Jariet Technologies Inc [Member] | |
Schedule of Cost-method Investments [Line Items] | |
Total equity investment in privately traded companies | $ 0 |
Fair Value Measurements - Narr
Fair Value Measurements - Narrative (Details) $ in Millions | 12 Months Ended |
Jan. 31, 2016USD ($) | |
Level 2 | New credit facilities, Term Loan | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Fair value of debt | $ 77.1 |
Level 2 | Revolving Commitments | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Fair value of debt | $ 181 |
Triune Systems | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Defined earn-out period remaining | 2 years |
Cycleo [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Defined earn-out period remaining | 4 years |
Fair Value Measurements - Fina
Fair Value Measurements - Financial Assets and Liabilities Measured and Recorded at Fair Value on a Recurring Basis (Details) - USD ($) $ in Thousands | Jan. 31, 2016 | Jan. 25, 2015 |
Fair Value, Assets Measured On A Recurring Basis [Line Items] | ||
Available-for-sale securities | $ 16,866 | $ 23,271 |
Recurring | ||
Fair Value, Assets Measured On A Recurring Basis [Line Items] | ||
Available-for-sale securities | 16,866 | 23,271 |
Interest rate cap | 0 | 33 |
Total financial assets | 16,866 | 23,304 |
Total financial liabilities | 1,457 | 1,619 |
Recurring | Level 1 | ||
Fair Value, Assets Measured On A Recurring Basis [Line Items] | ||
Available-for-sale securities | 16,866 | 23,271 |
Interest rate cap | 0 | 0 |
Total financial assets | 16,866 | 23,271 |
Total financial liabilities | 0 | 0 |
Recurring | Level 2 | ||
Fair Value, Assets Measured On A 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 |
Recurring | Level 3 | ||
Fair Value, Assets Measured On A Recurring Basis [Line Items] | ||
Available-for-sale securities | 0 | 0 |
Interest rate cap | 0 | 0 |
Total financial assets | 0 | 0 |
Total financial liabilities | 1,457 | 1,619 |
Recurring | Agency securities | ||
Fair Value, Assets Measured On A Recurring Basis [Line Items] | ||
Available-for-sale securities | 16,866 | 23,271 |
Recurring | Agency securities | Level 1 | ||
Fair Value, Assets Measured On A Recurring Basis [Line Items] | ||
Available-for-sale securities | 16,866 | 23,271 |
Recurring | Agency securities | Level 2 | ||
Fair Value, Assets Measured On A Recurring Basis [Line Items] | ||
Available-for-sale securities | 0 | 0 |
Recurring | Agency securities | Level 3 | ||
Fair Value, Assets Measured On A Recurring Basis [Line Items] | ||
Available-for-sale securities | 0 | 0 |
Triune Systems | Recurring | ||
Fair Value, Assets Measured On A Recurring Basis [Line Items] | ||
Earn-out liability | 0 | 0 |
Triune Systems | Recurring | Level 1 | ||
Fair Value, Assets Measured On A Recurring Basis [Line Items] | ||
Earn-out liability | 0 | 0 |
Triune Systems | Recurring | Level 2 | ||
Fair Value, Assets Measured On A Recurring Basis [Line Items] | ||
Earn-out liability | 0 | 0 |
Triune Systems | Recurring | Level 3 | ||
Fair Value, Assets Measured On A Recurring Basis [Line Items] | ||
Earn-out liability | 0 | 0 |
Cycleo [Member] | Recurring | ||
Fair Value, Assets Measured On A Recurring Basis [Line Items] | ||
Earn-out liability | 1,457 | 1,619 |
Cycleo [Member] | Recurring | Level 1 | ||
Fair Value, Assets Measured On A Recurring Basis [Line Items] | ||
Earn-out liability | 0 | 0 |
Cycleo [Member] | Recurring | Level 2 | ||
Fair Value, Assets Measured On A Recurring Basis [Line Items] | ||
Earn-out liability | 0 | 0 |
Cycleo [Member] | Recurring | Level 3 | ||
Fair Value, Assets Measured On A 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 | 12 Months Ended |
Jan. 31, 2016USD ($) | |
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 fair value of contingent earn-out obligations | (16,362) |
Ending balance | 1,457 |
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 fair value of contingent earn-out obligations | (162) |
Ending balance | 1,457 |
Triune Systems | |
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Beginning balance | 0 |
Additions to earn-out obligations | 16,200 |
Changes in fair value of contingent earn-out obligations | (16,200) |
Ending balance | $ 0 |
Fair Value Measurements - Fi67
Fair Value Measurements - Financial Assets and Liabilities Measured and Recorded at Fair Value on a Recurring Basis by Balance Sheet Line (Details) - Recurring - USD ($) $ in Thousands | Jan. 31, 2016 | Jan. 25, 2015 |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Cash equivalents | $ 16,866 | $ 23,271 |
Other assets | 0 | 33 |
Total financial assets | 16,866 | 23,304 |
Total financial liabilities | 1,457 | 1,619 |
Level 1 | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Cash equivalents | 16,866 | 23,271 |
Other assets | 0 | 0 |
Total financial assets | 16,866 | 23,271 |
Total financial liabilities | 0 | 0 |
Level 2 | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Cash equivalents | 0 | 0 |
Other assets | 0 | 33 |
Total financial assets | 0 | 33 |
Total financial liabilities | 0 | 0 |
Level 3 | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Cash equivalents | 0 | 0 |
Other assets | 0 | 0 |
Total financial assets | 0 | 0 |
Total financial liabilities | 1,457 | 1,619 |
Cycleo [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Earn-out liability | 1,457 | 1,619 |
Cycleo [Member] | Level 1 | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Earn-out liability | 0 | 0 |
Cycleo [Member] | Level 2 | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Earn-out liability | 0 | 0 |
Cycleo [Member] | Level 3 | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Earn-out liability | $ 1,457 | $ 1,619 |
Inventories - Summary of Inven
Inventories - Summary of Inventories (Details) - USD ($) $ in Thousands | Jan. 31, 2016 | Jan. 25, 2015 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 2,094 | $ 1,624 |
Work in progress | 40,940 | 36,759 |
Finished goods | 20,841 | 35,285 |
Inventories | $ 63,875 | $ 73,668 |
Property, Plant and Equipment
Property, Plant and Equipment - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jan. 31, 2016 | Jan. 25, 2015 | Jan. 26, 2014 | |
Property, Plant and Equipment [Line Items] | |||
Net book value of equipment and machinery | $ 101,006 | $ 115,471 | |
Depreciation | 23,200 | 21,100 | $ 21,800 |
Machinery and equipment | Foundry in China | |||
Property, Plant and Equipment [Line Items] | |||
Net book value of equipment and machinery | 5,500 | 7,600 | |
Machinery and equipment | Foundry In Malaysia [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Net book value of equipment and machinery | $ 1,600 | $ 2,300 |
Property, Plant and Equipment70
Property, Plant and Equipment - Summary of Property and Equipment (Details) - USD ($) $ in Thousands | Jan. 31, 2016 | Jan. 25, 2015 |
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 244,788 | $ 236,059 |
Less accumulated depreciation and amortization | (143,782) | (120,588) |
Property, plant and equipment, net | 101,006 | 115,471 |
Property | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 8,888 | 9,022 |
Buildings | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 18,749 | 18,657 |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 10,182 | 10,429 |
Machinery and equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 141,357 | 135,956 |
Enterprise resource planning systems | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 35,907 | 26,890 |
Furniture and office equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 28,166 | 33,780 |
Construction in progress | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 1,539 | $ 1,325 |
Property, Plant and Equipment -
Property, Plant and Equipment - Summary of Impairment Charges (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Jan. 31, 2016 | Jan. 25, 2015 | |
Impaired Long-Lived Assets Held and Used [Line Items] | ||
Total impairment charge | $ 6,326 | $ 6,842 |
Machinery and equipment | ||
Impaired Long-Lived Assets Held and Used [Line Items] | ||
Total impairment charge | 6,281 | 6,215 |
Furniture and office equipment | ||
Impaired Long-Lived Assets Held and Used [Line Items] | ||
Total impairment charge | 43 | 86 |
Leasehold improvements | ||
Impaired Long-Lived Assets Held and Used [Line Items] | ||
Total impairment charge | 2 | 541 |
Cost of sales | ||
Impaired Long-Lived Assets Held and Used [Line Items] | ||
Total impairment charge | 2,810 | 4,341 |
Cost of sales | Machinery and equipment | ||
Impaired Long-Lived Assets Held and Used [Line Items] | ||
Total impairment charge | 2,799 | 4,019 |
Cost of sales | Furniture and office equipment | ||
Impaired Long-Lived Assets Held and Used [Line Items] | ||
Total impairment charge | 10 | 5 |
Cost of sales | Leasehold improvements | ||
Impaired Long-Lived Assets Held and Used [Line Items] | ||
Total impairment charge | 1 | 317 |
Product development and engineering | ||
Impaired Long-Lived Assets Held and Used [Line Items] | ||
Total impairment charge | 3,510 | 2,187 |
Product development and engineering | Machinery and equipment | ||
Impaired Long-Lived Assets Held and Used [Line Items] | ||
Total impairment charge | 3,477 | 2,173 |
Product development and engineering | Furniture and office equipment | ||
Impaired Long-Lived Assets Held and Used [Line Items] | ||
Total impairment charge | 33 | 12 |
Product development and engineering | Leasehold improvements | ||
Impaired Long-Lived Assets Held and Used [Line Items] | ||
Total impairment charge | 0 | 2 |
Selling, general and administrative expenses | ||
Impaired Long-Lived Assets Held and Used [Line Items] | ||
Total impairment charge | 6 | 314 |
Selling, general and administrative expenses | Machinery and equipment | ||
Impaired Long-Lived Assets Held and Used [Line Items] | ||
Total impairment charge | 5 | 23 |
Selling, general and administrative expenses | Furniture and office equipment | ||
Impaired Long-Lived Assets Held and Used [Line Items] | ||
Total impairment charge | 0 | 69 |
Selling, general and administrative expenses | Leasehold improvements | ||
Impaired Long-Lived Assets Held and Used [Line Items] | ||
Total impairment charge | $ 1 | $ 222 |
Goodwill and Intangible Asset72
Goodwill and Intangible Assets - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Jan. 26, 2014 | Jan. 31, 2016 | Jan. 25, 2015 | Jan. 26, 2014 | |
Goodwill and Intangible Assets [Line Items] | ||||
Goodwill impairment | $ 0 | $ 0 | $ 116,686 | |
Advanced Communications | ||||
Goodwill and Intangible Assets [Line Items] | ||||
Goodwill impairment | $ 116,686 | |||
In-process research and development | Income approach | ||||
Goodwill and Intangible Assets [Line Items] | ||||
Discount rate used to value IPR&D | 12.00% | |||
Market participant tax rate used to value IPR&D | 28.10% | |||
In-process research and development | ||||
Goodwill and Intangible Assets [Line Items] | ||||
Indefinite-lived intangible assets (excluding goodwill) | $ 4,000 | $ 0 | $ 4,000 | $ 4,000 |
Goodwill and Intangible Asset73
Goodwill and Intangible Assets - Goodwill Balances (Details) $ in Thousands | 12 Months Ended |
Jan. 31, 2016USD ($) | |
Goodwill [Roll Forward] | |
Beginning balance | $ 280,319 |
Additions | 49,384 |
Ending balance | 329,703 |
Signal Integrity and Timing | |
Goodwill [Roll Forward] | |
Beginning balance | 261,891 |
Additions | 0 |
Ending balance | 261,891 |
Power and High Reliability | |
Goodwill [Roll Forward] | |
Beginning balance | 0 |
Additions | 49,384 |
Ending balance | 49,384 |
Wireless and Sensing | |
Goodwill [Roll Forward] | |
Beginning balance | 18,428 |
Additions | 0 |
Ending balance | $ 18,428 |
Goodwill and Intangible Asset74
Goodwill and Intangible Assets - Estimated Fair Values of Reporting Units, Discounted Cash Flow Inputs (Details) - Goodwill - Income approach | 1 Months Ended | |
Nov. 30, 2015 | Nov. 30, 2014 | |
Discounted Cash Flow Inputs [Line Items] | ||
Perpetual growth rate | 3.00% | 3.00% |
Risk-free rate | 2.60% | 2.60% |
Minimum | ||
Discounted Cash Flow Inputs [Line Items] | ||
Discount rate | 11.00% | 12.00% |
Tax rate | 13.50% | 10.10% |
Peer company beta | 1.2 | 1 |
Maximum | ||
Discounted Cash Flow Inputs [Line Items] | ||
Discount rate | 24.00% | 15.00% |
Tax rate | 40.00% | 28.10% |
Peer company beta | 1.9 | 1.8 |
Goodwill and Intangible Asset75
Goodwill and Intangible Assets - Schedule of Finite-lived Intangible Assets (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Jan. 31, 2016 | Jan. 25, 2015 | Jan. 26, 2014 | ||
Finite-Lived Intangible Assets [Line Items] | ||||
Gross Carrying Amount | $ 184,940 | $ 169,048 | $ 185,997 | |
Accumulated Amortization | (96,511) | (71,448) | ||
Net Carrying Amount | 88,429 | 97,600 | ||
Core technologies | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Gross Carrying Amount | 148,210 | 134,155 | ||
Accumulated Amortization | (74,006) | (53,286) | ||
Net Carrying Amount | $ 74,204 | 80,869 | ||
Core technologies | Minimum | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Estimated useful life | 5 years | |||
Core technologies | Maximum | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Estimated useful life | 8 years | |||
Customer relationships | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Gross Carrying Amount | $ 30,030 | 28,030 | ||
Accumulated Amortization | (15,847) | (11,480) | ||
Net Carrying Amount | $ 14,183 | 16,550 | ||
Customer relationships | Minimum | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Estimated useful life | 5 years | |||
Customer relationships | Maximum | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Estimated useful life | 10 years | |||
Technology licenses | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Estimated useful life | 2 years | |||
Gross Carrying Amount | [1] | $ 100 | 263 | |
Accumulated Amortization | [1] | (58) | (169) | |
Net Carrying Amount | [1] | 42 | 94 | |
Other intangible assets | ||||
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 | Minimum | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Estimated useful life | 1 year | |||
Other intangible assets | Maximum | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Estimated useful life | 5 years | |||
[1] | Technology licenses relate to licensing agreements entered into by the Company that are used in research and development activities and have alternative future uses. Amortization expense related to technology licenses is reported as “Product development and engineering” in the consolidated statements of operations. |
Goodwill and Intangible Asset76
Goodwill and Intangible Assets - Schedule of Finite-lived Intangible Asset Impairment (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jan. 31, 2016 | Jan. 25, 2015 | Jan. 26, 2014 | |
Schedule of Finite-Lived Intangible Asset Impairment Losses [Line Items] | |||
Impairment of finite-lived intangible assets | $ 0 | $ 14,755 | $ 32,292 |
Product development and engineering | |||
Schedule of Finite-Lived Intangible Asset Impairment Losses [Line Items] | |||
Impairment of finite-lived intangible assets | 0 | 3,119 | 2,354 |
Intangible asset impairments | |||
Schedule of Finite-Lived Intangible Asset Impairment Losses [Line Items] | |||
Impairment of finite-lived intangible assets | $ 0 | $ 11,636 | $ 29,938 |
Goodwill and Intangible Asset77
Goodwill and Intangible Assets - Schedule of Additions to Finite-Lived Intangible Assets (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Jan. 31, 2016 | Jan. 25, 2015 | |
Finite-lived Intangible Assets [Roll Forward] | ||
Beginning gross carrying amount | $ 169,048 | $ 185,997 |
Purchased intangible assets | 12,000 | 1,100 |
Acquired intangible assets | 1,430 | |
Transfers from in-process research and development | 4,000 | |
Decrease in gross carrying value of due to impairment of finite-lived intangible a | (19,479) | |
Other | (108) | |
Ending gross carrying value | $ 184,940 | $ 169,048 |
Goodwill and Intangible Asset78
Goodwill and Intangible Assets - Future Amortization Expense for Intangible Assets (Details) - USD ($) $ in Thousands | Jan. 31, 2016 | Jan. 25, 2015 | |
Fiscal year 2017 | $ 25,655 | ||
Fiscal year 2018 | 25,613 | ||
Fiscal year 2019 | 22,201 | ||
Fiscal year 2020 | 10,920 | ||
Fiscal year 2021 | 2,889 | ||
Thereafter | 1,151 | ||
Net Carrying Amount | 88,429 | $ 97,600 | |
Core technologies | |||
Fiscal year 2017 | 21,213 | ||
Fiscal year 2018 | 21,213 | ||
Fiscal year 2019 | 17,801 | ||
Fiscal year 2020 | 9,970 | ||
Fiscal year 2021 | 2,856 | ||
Thereafter | 1,151 | ||
Net Carrying Amount | 74,204 | 80,869 | |
Customer relationships | |||
Fiscal year 2017 | 4,400 | ||
Fiscal year 2018 | 4,400 | ||
Fiscal year 2019 | 4,400 | ||
Fiscal year 2020 | 950 | ||
Fiscal year 2021 | 33 | ||
Thereafter | 0 | ||
Net Carrying Amount | 14,183 | 16,550 | |
Technology licenses | |||
Fiscal year 2017 | 42 | ||
Fiscal year 2018 | 0 | ||
Fiscal year 2019 | 0 | ||
Fiscal year 2020 | 0 | ||
Fiscal year 2021 | 0 | ||
Thereafter | 0 | ||
Net Carrying Amount | [1] | $ 42 | $ 94 |
[1] | Technology licenses relate to licensing agreements entered into by the Company that are used in research and development activities and have alternative future uses. Amortization expense related to technology licenses is reported as “Product development and engineering” in the consolidated statements of operations. |
Goodwill and Intangible Asset79
Goodwill and Intangible Assets - Schedule of Indefinite-lived Intangible Assets (Details) - In-process research and development - USD ($) $ in Thousands | 12 Months Ended | |
Jan. 31, 2016 | Jan. 25, 2015 | |
Indefinite-lived Intangible Assets [Roll Forward] | ||
Beginning balance, gross carrying amount, indefinite-lived intangible assets | $ 4,000 | $ 4,000 |
In-process research and development through acquisitions | 0 | 0 |
In-process research and development impairment | 0 | 0 |
Transfers to core technologies | (4,000) | 0 |
Ending balance, gross carrying amount, indefinite-lived intangible assets | $ 0 | $ 4,000 |
Accrued Liabilities (Summary of
Accrued Liabilities (Summary of Accrued Liabilities) (Details) - USD ($) $ in Thousands | Jan. 31, 2016 | Jan. 25, 2015 | Jan. 26, 2014 |
Payables and Accruals [Abstract] | |||
Compensation | $ 15,895 | $ 20,642 | |
Equity awards accounted for as a liability | 594 | 718 | |
Deferred compensation | 1,448 | 527 | |
Accrued sales and marketing expenses | 4,130 | 5,028 | |
Accrued professional fees | 2,149 | 4,019 | |
Accrued interest expense | 9 | 93 | |
Income taxes payable | 8,765 | 6,153 | |
Accrued taxes | 394 | 32 | |
Accrued restructuring | 342 | 282 | $ 2,632 |
Other | 7,478 | 12,260 | |
Total accrued liabilities, current | $ 41,204 | $ 49,754 |
Credit Facilities - Narrative
Credit Facilities - Narrative (Details) | May. 02, 2013USD ($) | Mar. 31, 2015USD ($) | Jan. 31, 2016USD ($) | Jan. 25, 2015USD ($) | Jan. 26, 2014USD ($) | Oct. 23, 2015USD ($) |
Facilities, maximum borrowing capacity | $ 400,000,000 | |||||
Facilities, contractual term | 5 years | |||||
Facilities, amount outstanding | $ 326,600,000 | |||||
Borrowings under line of credit | $ 35,000,000 | $ 35,000,000 | $ 5,000,000 | $ 327,344,000 | ||
Facilities, debt discount | 1,400,000 | |||||
Prior credit facilities, repayment of outstanding obligations | $ 327,500,000 | |||||
Minimum | ||||||
Interest coverage ratio | 3.50 | |||||
Maximum | ||||||
Total leverage ratio | 3 | |||||
Base Rate | ||||||
Description of variable rate basis | the highest of (a) the prime rate, (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 | Minimum | ||||||
Margin on variable rate | 0.25% | |||||
Base Rate | Maximum | ||||||
Margin on variable rate | 1.25% | |||||
LIBOR | ||||||
Basis spread on variable rate | 1.00% | |||||
LIBOR | Minimum | ||||||
Margin on variable rate | 1.25% | |||||
LIBOR | Maximum | ||||||
Margin on variable rate | 2.25% | |||||
Federal Funds | ||||||
Basis spread on variable rate | 1.00% | |||||
CDOR | ||||||
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 | Minimum | ||||||
Margin on variable rate | 1.25% | |||||
CDOR | Maximum | ||||||
Margin on variable rate | 2.25% | |||||
Term Loans [Member] | ||||||
Facilities, maximum borrowing capacity | $ 150,000,000 | |||||
Facilities, amount outstanding | 149,300,000 | |||||
Facilities, voluntary payment | $ 26,000,000 | |||||
Revolving Commitments | ||||||
Facilities, maximum borrowing capacity | 250,000,000 | |||||
Facilities, amount outstanding | $ 177,300,000 | $ 181,000,000 | ||||
Facilities, interest rate at period end | 2.31% | |||||
Facilities, voluntary payment | $ 25,000,000 | $ 12,000,000 | ||||
Revolving Commitments | Minimum | ||||||
Facilities, unused capacity, commitment fee percentage | 0.20% | |||||
Revolving Commitments | Maximum | ||||||
Facilities, unused capacity, commitment fee percentage | 0.45% | |||||
New credit facilities, Term Loan | ||||||
Facilities, interest rate at period end | 2.31% | |||||
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 | |||||
Foreign Line of Credit [Member] | ||||||
Facilities, maximum borrowing capacity | 40,000,000 | |||||
Additional Term Loan or Increase in Revolver [Member] | ||||||
Facilities, maximum borrowing capacity | $ 100,000,000 | |||||
Revolving Loans and Non US Dollars LC [Member] | ||||||
Facilities, amount outstanding | $ 0 | |||||
United States of America, Dollars | ||||||
Description of variable rate basis | (1) the Base Rate (as defined below) 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. | |||||
Alternative Currencies, Except Canadian | ||||||
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. | |||||
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. |
Credit Facilities - Scheduled M
Credit Facilities - Scheduled Maturities of Long-term Debt (Details) $ in Thousands | Jan. 31, 2016USD ($) |
Long-term Debt, Fiscal Year Maturity [Abstract] | |
2,017 | $ 18,750 |
2,018 | 24,375 |
2,019 | 34,000 |
2,020 | 0 |
2,021 | 0 |
Total debt | $ 77,125 |
Stock-Based Compensation - Nar
Stock-Based Compensation - Narrative (Details) - USD ($) | Feb. 26, 2014 | Jan. 31, 2016 | Jan. 25, 2015 | Jan. 26, 2014 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Tax benefit realized from option exercise activity | $ 5,900,000 | $ 0 | $ 12,800,000 | |
Potential per share consideration due upon change in control | $ 40 | |||
Number of employees affected by modification of awards | 12 | |||
Incremental cost related to modification of awards | $ 0 | |||
Performance unit awards | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Weighted average fair value units granted (in dollars per share) | $ 28.60 | $ 24.74 | $ 30.82 | |
Market Performance RSUs | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Weighted average fair value units granted (in dollars per share) | $ 0 | |||
Employee stock unit awards | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Vesting period | 4 years | |||
Weighted average fair value units granted (in dollars per share) | $ 20.79 | $ 23.90 | $ 30.95 | |
Minimum | Stock options | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Vesting period | 3 years | |||
Maximum | Stock options | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Vesting period | 4 years | |||
Subject to Cash Settlement | Performance unit awards | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Increase (decrease) in liability | $ (1,654,000) | $ 586,000 | $ (3,117,000) | |
Subject to Cash Settlement | Non-employee director stock unit awards | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Vesting period | 1 year | |||
Increase (decrease) in liability | $ (1,344,000) | $ 1,233,000 | $ (576,000) | |
Vested but unsettled stock units | 175,132 | |||
Share-based compensation liability, long-term | $ 3,000,000 | |||
Weighted average fair value units granted (in dollars per share) | $ 19.70 | $ 26.59 | $ 35.17 | |
Subject To Share Settlement | Non-employee director stock unit awards | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Vesting period | 1 year | |||
Weighted average fair value units granted (in dollars per share) | $ 19.70 | |||
Individuals Not Associated With EnVerv Transaction [Member] | Performance unit awards | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Performance condition, highest potential performance level | 200.00% | |||
Maximum number of shares which would be settled in shares | 363,032 | |||
Remaining value of shares which would be settled in cash | 363,032 | |||
Target performance metrics for performance unit awards, fiscal year 2016 | 58.00% | |||
Target performance metrics for performance unit awards, fiscal year 2015 | 0.00% | |||
Chief Executive Officer [Member] | Tranche One | Market Performance RSUs | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based compensation, terms of award | 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. | |||
Percentage of award that will vest upon satisfaction of performance condition | 30.00% | |||
Minimum closing share price used to determine market condition | $ 35 | |||
Weighted average fair value units granted (in dollars per share) | $ 17.26 | 17.26 | ||
Chief Executive Officer [Member] | Tranche Two | Market Performance RSUs | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Percentage of award that will vest upon satisfaction of performance condition | 100.00% | |||
Minimum closing share price used to determine market condition | $ 40 | |||
Weighted average fair value units granted (in dollars per share) | $ 14.88 | $ 14.88 |
Stock-Based Compensation - All
Stock-Based Compensation - Allocation of Stock-based Compensation (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jan. 31, 2016 | Jan. 25, 2015 | Jan. 26, 2014 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock-based compensation | $ 20,468 | $ 29,629 | $ 24,589 |
Net change in stock-based compensation capitalized into inventory | (98) | 111 | 36 |
Cost of sales | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock-based compensation | 1,555 | 1,621 | 1,664 |
Selling, general and administrative expenses | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock-based compensation | 10,055 | 17,387 | 12,071 |
Product development and engineering | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock-based compensation | $ 8,858 | $ 10,621 | $ 10,854 |
Stock-Based Compensation - Sum
Stock-Based Compensation - Summary of Fair Value Assumptions (Details) - $ / shares | 12 Months Ended | ||
Jan. 31, 2016 | Jan. 25, 2015 | Jan. 26, 2014 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Estimated volatility rate, minimum | 29.00% | 33.00% | 30.00% |
Estimated volatility rate, maximum | 32.00% | 40.00% | 35.00% |
Dividend yield | 0.00% | 0.00% | 0.00% |
Risk-free interest rate, minimum | 1.24% | 0.74% | 0.65% |
Risk free interest rate, maximum | 1.49% | 1.47% | 1.60% |
Weighted average fair value on grant date (in dollars per share) | $ 6.08 | $ 7.18 | $ 8.92 |
Minimum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected lives, in years | 4 years 2 months | 3 years | 4 years 1 month |
Maximum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected lives, in years | 4 years 4 months | 4 years 5 months | 4 years 8 months |
Stock-Based Compensation - S86
Stock-Based Compensation - Summary of the Activity for Stock Option Awards (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 12 Months Ended | |||
Jan. 31, 2016 | Jan. 25, 2015 | Jan. 26, 2014 | ||
Number of Shares | ||||
Beginning balance (in shares) | 1,763 | 1,935 | 2,579 | |
Options granted (in shares) | 364 | 426 | 376 | |
Options exercised (in shares) | (359) | (554) | (970) | |
Options cancelled/forfeited (in shares) | (261) | (44) | (50) | |
Ending balance (in shares) | 1,507 | 1,763 | 1,935 | |
Exercisable at end of the period (in shares) | 775 | |||
Options vested and expected to vest after period end (in shares) | 1,435 | |||
Weighted Average Exercise Price (per share) | ||||
Beginning balance (in dollars per share) | $ 23.70 | $ 21.33 | $ 18.29 | |
Options granted (in dollars per share) | 22.74 | 24.87 | 30.62 | |
Options exercised (in dollars per share) | 16.34 | 16.04 | 16.61 | |
Options forfeited (in dollars per share) | 23.94 | 26.69 | 26.10 | |
Ending balance (in dollars per share) | 25.18 | $ 23.70 | $ 21.33 | |
Exercisable at end of the period (in dollars per share) | 25.49 | |||
Options vested and expected to vest after period end (in dollars per share) | $ 25.31 | |||
Aggregate Intrinsic Value | ||||
Beginning balance | [1] | $ 7,722 | $ 7,722 | $ 29,789 |
Options exercised | [1] | 1,851 | 5,446 | 16,052 |
Ending balance | [1] | 962 | $ 7,722 | $ 7,722 |
Exercisable at end of the period | [1] | 444 | ||
Vested and expected to vest after period end | [1] | $ 876 | ||
Number of Shares Exercisable | ||||
Beginning balance | 986 | 1,275 | 1,937 | |
Ending balance | 775 | 986 | 1,275 | |
Weighted Average Contractual Term | ||||
Exercisable at end of the period | 2 years 4 months | |||
Vested and expected to vest after period end | 3 years 5 months | |||
Stock options | ||||
Aggregate Unrecognized Compensation | ||||
Beginning balance | $ 4,688 | $ 4,354 | $ 3,817 | |
Ending balance | $ 3,748 | $ 4,688 | $ 4,354 | |
[1] | Represents the difference between the exercise price and the value of the Company’s stock at the time of exercise, for exercised grants. For outstanding awards, represents the difference between the exercise price and the value of the Company’s stock at fiscal year-end. |
Stock-Based Compensation - S87
Stock-Based Compensation - Summarized Information of Stock Options Outstanding (Details) - $ / shares shares in Thousands | 12 Months Ended | |||
Jan. 31, 2016 | Jan. 25, 2015 | Jan. 26, 2014 | Jan. 27, 2013 | |
Price Range Analysis - Outstanding | ||||
Number of shares | 1,507 | |||
Weighted average exercise price (in dollars per share) | $ 25.18 | |||
Weighted average contractual term | 3 years 6 months | |||
Price Range Analysis - Exercisable | ||||
Number of Shares | 775 | 986 | 1,275 | 1,937 |
Weighted Average Exercise Price (in dollars per share) | $ 25.49 | |||
Weighted Average Contractual Term | 2 years 4 months | |||
$1.15 - $4.53 | ||||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ||||
Exercise price range - lower range limit (in dollars per share) | $ 1.15 | |||
Exercise price range - upper range limit (in dollars per share) | $ 4.53 | |||
Price Range Analysis - Outstanding | ||||
Number of shares | 3 | |||
Weighted average exercise price (in dollars per share) | $ 4.50 | |||
Weighted average contractual term | 1 year 7 months | |||
Price Range Analysis - Exercisable | ||||
Number of Shares | 3 | |||
Weighted Average Exercise Price (in dollars per share) | $ 4.50 | |||
Weighted Average Contractual Term | 1 year 7 months | |||
$7.97 - $13.76 | ||||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ||||
Exercise price range - lower range limit (in dollars per share) | $ 7.97 | |||
Exercise price range - upper range limit (in dollars per share) | $ 13.76 | |||
Price Range Analysis - Outstanding | ||||
Number of shares | 2 | |||
Weighted average exercise price (in dollars per share) | $ 11.19 | |||
Weighted average contractual term | 4 years | |||
Price Range Analysis - Exercisable | ||||
Number of Shares | 2 | |||
Weighted Average Exercise Price (in dollars per share) | $ 11.19 | |||
Weighted Average Contractual Term | 4 years | |||
$15.92 - $24.46 | ||||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ||||
Exercise price range - lower range limit (in dollars per share) | $ 15.92 | |||
Exercise price range - upper range limit (in dollars per share) | $ 24.46 | |||
Price Range Analysis - Outstanding | ||||
Number of shares | 597 | |||
Weighted average exercise price (in dollars per share) | $ 20.41 | |||
Weighted average contractual term | 3 years 5 months | |||
Price Range Analysis - Exercisable | ||||
Number of Shares | 316 | |||
Weighted Average Exercise Price (in dollars per share) | $ 21.18 | |||
Weighted Average Contractual Term | 1 year 8 months | |||
$24.74 - $35.17 | ||||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ||||
Exercise price range - lower range limit (in dollars per share) | $ 24.74 | |||
Exercise price range - upper range limit (in dollars per share) | $ 35.17 | |||
Price Range Analysis - Outstanding | ||||
Number of shares | 905 | |||
Weighted average exercise price (in dollars per share) | $ 28.44 | |||
Weighted average contractual term | 3 years 6 months | |||
Price Range Analysis - Exercisable | ||||
Number of Shares | 454 | |||
Weighted Average Exercise Price (in dollars per share) | $ 28.73 | |||
Weighted Average Contractual Term | 2 years 10 months |
Stock-Based Compensation - S88
Stock-Based Compensation - Summary of the Activity for Nonvested Stock Option Awards (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 12 Months Ended | |||
Jan. 31, 2016 | Jan. 25, 2015 | Jan. 26, 2014 | Jan. 27, 2013 | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | ||||
Options granted (in shares) | 364 | 426 | 376 | |
Weighted Average Exercise Price (per share) | ||||
Beginning balance (in dollars per share) | $ 23.70 | $ 21.33 | $ 18.29 | |
Options granted (in dollars per share) | 22.74 | 24.87 | 30.62 | |
Options forfeited (in dollars per share) | 23.94 | 26.69 | 26.10 | |
Ending balance (in dollars per share) | 25.18 | 23.70 | 21.33 | $ 18.29 |
Weighted Average Grant Date Fair Value (per share) | ||||
Options granted (in dollars per share) | $ 6.08 | $ 7.18 | $ 8.92 | |
Unvested Stock Options Award | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | ||||
Beginning balance (in shares) | 776 | 660 | 642 | |
Options granted (in shares) | 364 | 426 | 376 | |
Options vested (in shares) | (309) | (275) | (310) | |
Options forfeited (in shares) | (102) | (35) | (48) | |
Ending balance (in shares) | 729 | 776 | 660 | 642 |
Weighted Average Exercise Price (per share) | ||||
Beginning balance (in dollars per share) | $ 27.09 | $ 28.39 | $ 23.66 | |
Options granted (in dollars per share) | 22.74 | 24.87 | 30.62 | |
Options vested (in dollars per share) | 27.64 | 27.03 | 21.58 | |
Options forfeited (in dollars per share) | 25.90 | 26.32 | 26.16 | |
Ending balance (in dollars per share) | 24.84 | 27.09 | 28.39 | $ 23.66 |
Weighted Average Grant Date Fair Value (per share) | ||||
Beginning balance (in dollars per share) | 8.01 | 8.88 | 8.31 | |
Options granted (in dollars per share) | 6.08 | 7.18 | 8.92 | |
Options vested (in dollars per share) | 8.08 | 8.77 | 7.77 | |
Options forfeited (in dollars per share) | 7.34 | 8.02 | 8.53 | |
Ending balance (in dollars per share) | $ 7 | $ 8.01 | $ 8.88 | $ 8.31 |
Weighted Average Remaining Expense Period (years) | ||||
Ending Balance | 2 years 2 months | 2 years 5 months | 2 years 4 months | 1 year 11 months |
Total Fair Value | ||||
Beginning balance | $ 6,217 | $ 5,856 | $ 5,333 | |
Options granted | 2,210 | 3,058 | 3,355 | |
Options vested | 2,494 | 2,414 | 2,406 | |
Options forfeited | 748 | 283 | 422 | |
Ending balance | $ 5,110 | $ 6,217 | $ 5,856 | $ 5,333 |
Stock-Based Compensation - S89
Stock-Based Compensation - Summary of the Activity for Performance Unit Awards (Details) - Performance unit awards - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 12 Months Ended | |||
Jan. 31, 2016 | Jan. 25, 2015 | Jan. 26, 2014 | Jan. 27, 2013 | |
Units | ||||
Beginning balance (in shares) | 426 | 376 | 353 | |
Performance units granted (in shares) | 235 | 256 | 186 | |
Stock units vested (in shares) | 0 | (93) | (114) | |
Stock units forfeited (in shares) | (275) | (113) | (49) | |
Ending balance (in shares) | 386 | 426 | 376 | 353 |
Weighted Average Grant Date Fair Value (per share) | ||||
Beginning balance (in dollars per share) | $ 27.17 | $ 28.50 | $ 23.50 | |
Weighted average fair value units granted (in dollars per share) | 28.60 | 24.74 | 30.82 | |
Performance units vested (in dollars per share) | 0 | 23.83 | 16.68 | |
Performance units forfeited (in dollars per share) | 29.11 | 28.76 | 28.82 | |
Ending balance (in dollars per share) | $ 26.57 | $ 27.17 | $ 28.50 | $ 23.50 |
Aggregate Unrecognized Compensation | ||||
Beginning balance | $ 6,164 | $ 3,893 | $ 4,757 | |
Ending balance | $ 1,925 | $ 6,164 | $ 3,893 | $ 4,757 |
Weighted Average Remaining Expense Period (in years) | ||||
Ending Balance | 1 year 6 months | 1 year 7 months | 1 year 4 months | 1 year 1 month |
Subject to Share Settlement | ||||
Units | ||||
Beginning balance (in shares) | 211 | 192 | 181 | |
Performance units granted (in shares) | 145 | 128 | 93 | |
Stock units vested (in shares) | 0 | (52) | (57) | |
Stock units forfeited (in shares) | (153) | (57) | (25) | |
Ending balance (in shares) | 203 | 211 | 192 | 181 |
Subject to Cash Settlement | ||||
Units | ||||
Beginning balance (in shares) | 215 | 184 | 172 | |
Performance units granted (in shares) | 90 | 128 | 93 | |
Stock units vested (in shares) | 0 | (41) | (57) | |
Stock units forfeited (in shares) | (124) | (56) | (24) | |
Ending balance (in shares) | 181 | 215 | 184 | 172 |
Recorded Liability | ||||
Beginning balance | $ 1,891 | $ 1,305 | $ 4,422 | |
Performance unit vested | 0 | 0 | 0 | |
Change in liability | (1,654) | 586 | (3,117) | |
Ending balance | $ 237 | $ 1,891 | $ 1,305 | $ 4,422 |
Stock-Based Compensation - Summ
Stock-Based Compensation - Summary of Fair Value Assumptions, Market Performance Units (Details) - Market Performance RSUs - USD ($) | 12 Months Ended | |
Jan. 31, 2016 | Jan. 25, 2015 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Weighted average fair value units granted (in dollars per share) | $ 0 | |
Chief Executive Officer [Member] | Tranche One | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected lives, in years | 1 year 7 months | |
Estimated volatility | 34.00% | |
Dividend yield | $ 0 | |
Risk-free interest rate | 1.50% | |
Weighted average fair value units granted (in dollars per share) | 17.26 | $ 17.26 |
Chief Executive Officer [Member] | Tranche Two | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected lives, in years | 2 years 1 month | |
Estimated volatility | 34.00% | |
Dividend yield | $ 0 | |
Risk-free interest rate | 1.50% | |
Weighted average fair value units granted (in dollars per share) | $ 14.88 | $ 14.88 |
Stock-Based Compensation - Su91
Stock-Based Compensation - Summary of Activity for Market Performance Units (Details) - Market Performance RSUs - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 12 Months Ended | |
Jan. 31, 2016 | Jan. 25, 2015 | |
Number of Units | ||
Beginning balance (in shares) | 220 | |
Stock units granted (in shares) | 0 | |
Stock units vested (in shares) | 0 | |
Stock units 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 | |
Weighted average fair value units granted (in dollars per share) | 0 | |
Stock units vested (in dollars per share) | 0 | |
Stock 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 | $ 143 | $ 0 |
Weighted Average Remaining Expense Period (in years) | ||
Ending Balance | 1 month | 1 year 2 months |
Stock-Based Compensation - S92
Stock-Based Compensation - Summary of the Activity for Employee Stock Unit Awards (Details) - Employee stock unit awards - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 12 Months Ended | ||||
Jan. 31, 2016 | Jan. 25, 2015 | Jan. 26, 2014 | Jan. 27, 2013 | ||
Number of Units | |||||
Beginning balance (in shares) | 2,138 | 2,195 | 2,558 | ||
Stock units granted (in shares) | 1,032 | 929 | 891 | ||
Stock units vested (in shares) | (736) | (752) | (1,026) | ||
Stock units forfeited (in shares) | (402) | (234) | (228) | ||
Ending balance (in shares) | 2,032 | 2,138 | 2,195 | 2,558 | |
Weighted Averaged Grant Date Fair Value (per unit) | |||||
Beginning balance (in dollars per share) | $ 26.43 | $ 27.81 | $ 23.41 | ||
Weighted average fair value units granted (in dollars per share) | 20.79 | 23.90 | 30.95 | ||
Stock units vested (in dollars per share) | 26.48 | 25.55 | 21.34 | ||
Stock units forfeited (in dollars per share) | 25.65 | 26.29 | 25.81 | ||
Ending balance (in dollars per share) | $ 23.70 | $ 26.43 | $ 27.81 | $ 23.41 | |
Aggregate Intrinsic Value | |||||
Aggregate intrinsic value of stock units vested | [1] | $ 16,175 | $ 18,237 | $ 31,861 | |
Aggregate Unrecognized Compensation | |||||
Beginning balance | 44,506 | 49,563 | 49,374 | ||
Ending balance | $ 35,692 | $ 44,506 | $ 49,563 | $ 49,374 | |
Weighted Average Remaining Expense Period (in years) | |||||
Ending Balance | 2 years 5 months | 2 years 5 months | 2 years 6 months | 2 years 6 months | |
[1] | Reflects the value of Semtech stock on the date that the stock unit vested. |
Stock-Based Compensation - S93
Stock-Based Compensation - Summary of the Activity for Non-Employee Directors Stock Unit Awards (Details) - Subject to Cash Settlement - Non-employee director stock unit awards - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 12 Months Ended | |||
Jan. 31, 2016 | Jan. 25, 2015 | Jan. 26, 2014 | Jan. 27, 2013 | |
Number of Units | ||||
Beginning balance (in shares) | 24 | 18 | 20 | |
Stock units granted (in shares) | 28 | 24 | 18 | |
Stock units vested (in shares) | (24) | (18) | (20) | |
Stock units forfeited (in shares) | 0 | 0 | 0 | |
Ending balance (in shares) | 28 | 24 | 18 | 20 |
Recorded Liability | ||||
Beginning balance | $ 5,214 | $ 3,981 | $ 4,557 | |
Change in liability | (1,344) | 1,233 | (576) | |
Ending balance | $ 3,870 | $ 5,214 | $ 3,981 | $ 4,557 |
Weighted Averaged Grant Date Fair Value (per unit) | ||||
Beginning balance (in dollars per share) | $ 26.59 | $ 35.17 | $ 24.46 | |
Weighted average fair value units granted (in dollars per share) | 19.70 | 26.59 | 35.17 | |
Stock units vested (in dollars per share) | 26.59 | 35.17 | 24.46 | |
Ending balance (in dollars per share) | $ 19.70 | $ 26.59 | $ 35.17 | $ 24.46 |
Aggregate Unrecognized Compensation | ||||
Beginning balance | $ 275 | $ 177 | $ 253 | |
Ending balance | $ 221 | $ 275 | $ 177 | $ 253 |
Period Over Which Expected to be Recognized (in years) | ||||
Ending Balance | 4 months 24 days | 4 months 24 days | 4 months 24 days | 4 months 24 days |
Stock-Based Compensation - Su94
Stock-Based Compensation - Summary of Activity For Stock Settled Non-Employee Directors Stock Unit Awards (Details) - Subject To Share Settlement - Non-employee director stock unit awards - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 12 Months Ended | ||
Jan. 31, 2016 | 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 Average Grant Date Fair Value (per unit) | |||
Beginning balance (in dollars per share) | $ 0 | ||
Stock units granted (in dollars per share) | 19.70 | ||
Stock units vested (in dollars per share) | 0 | ||
Ending balance (in dollars per share) | $ 19.70 | $ 0 | |
Aggregate Intrinsic Value | |||
Stock units vested | [1] | $ 0 | |
Aggregate Unrecognized Compensation | |||
Beginning balance | 0 | ||
Ending balance | $ 186 | $ 0 | |
Period Over Which Expected to be Recognized (in years) | |||
Ending Balance | 4 months 24 days | 0 years | |
[1] | {F|ahBzfndlYmZpbGluZ3MtaHJkcmoLEgZYTUxEb2MiXlhCUkxEb2NHZW5JbmZvOjY4M2FiZjQyZTA0ZDQ3NjU5YWY2MzJlOTNlYmY0NTcyfFRleHRTZWxlY3Rpb246MjVCRkNDOEM1OUIwNDNDRUM5NkNCNzQyNkQ3MzYyNTkM} |
Interest Income and Other (Ex95
Interest Income and Other (Expense) Income, Net (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jan. 31, 2016 | Jan. 25, 2015 | Jan. 26, 2014 | |
Interest Income and Other Expense Disclosure [Abstract] | |||
Interest income | $ 13 | $ 43 | $ 342 |
Non-recoverable VAT tax | (494) | (323) | (598) |
Foreign currency transaction gain (loss) | (665) | 702 | (648) |
Miscellaneous expense | (655) | (257) | (486) |
Interest income and other income (expense), net | $ (1,801) | $ 165 | $ (1,390) |
Income Taxes - Narrative (Detai
Income Taxes - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Jan. 31, 2016 | Jan. 25, 2015 | Jan. 26, 2014 | Jan. 27, 2013 | |
Income Tax [Line Items] | ||||
Net operating loss carryforward deferred tax asset attributed to excess equity deductions | $ 8,400 | |||
Unremitted earnings related to foreign subsidiaries | $ 516,800 | |||
Percentage of uncertain tax positions evaluating criteria | 50.00% | |||
Net tax benefits, if recognized, would impact the effective tax rate | $ 8,400 | $ 7,800 | ||
Unrecognized tax benefits, interest and penalties | 300 | 300 | ||
Valuation allowance | $ 77,383 | 75,536 | $ 61,251 | $ 8,320 |
Valuation allowance, methodologies and assumptions | The Company assessed whether a valuation allowance should be recorded against all of its deferred tax assets (“DTAs”) based on the consideration of all available evidence, using a “more likely than not” realization standard. The four sources of taxable income that must be considered in determining whether DTAs will be realized are, (1) future reversals of existing taxable temporary differences (i.e., offset of gross deferred tax assets against gross deferred tax liabilities); (2) taxable income in prior carryback years, if carryback is permitted under the tax law; (3) tax planning strategies and (4) future taxable income exclusive of reversing temporary differences and carryforwards. In assessing whether a valuation allowance is required, significant weight is to be given to evidence that can be objectively verified. The Company evaluated its DTAs each reporting period, including an assessment of the cumulative income or loss over the most recent three-year period, to determine if a valuation allowance was required. A significant negative factor in the assessment was the Company’s three-year cumulative loss history as of January 25, 2015 and January 26, 2014 in Canada and the U.S. After a review of the four sources of taxable income described above and in view of its three-year cumulative losses, the Company was not able to conclude that it is more likely than not that its DTAs in Canada and the U.S. at January 25, 2015 and January 26, 2014 will be realized. | |||
Benefit to income tax provision from release of valuation allowance on Canadian deferred tax asset | $ 7,208 | $ 0 | $ 0 | |
Net charge to income tax provision from increase in valuation allowance | 1,800 | |||
Domestic Tax Authority [Member] | ||||
Income Tax [Line Items] | ||||
Operating loss carryforwards | 114,700 | |||
Research credits available to offset taxable income | 13,300 | |||
Internal Revenue Service (IRS) | ||||
Income Tax [Line Items] | ||||
Alternative minimum tax credits available | 1,300 | |||
State and local jurisdiction | ||||
Income Tax [Line Items] | ||||
Operating loss carryforwards | 97,400 | |||
Research credits available to offset taxable income | 13,900 | |||
Foreign Tax Authority [Member] | ||||
Income Tax [Line Items] | ||||
Research credits available to offset taxable income | 24,700 | |||
Valuation Allowance of Deferred Tax Assets [Member] | ||||
Income Tax [Line Items] | ||||
Charge to income tax provision as a result of increase in valuation allowance | $ 9,055 |
Income Taxes - Components of In
Income Taxes - Components of Income Tax Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jan. 31, 2016 | Jan. 25, 2015 | Jan. 26, 2014 | |
Current tax provision | |||
Federal | $ 0 | $ 749 | $ 3,769 |
State | 0 | 0 | 554 |
Foreign | 8,709 | 7,810 | 14,962 |
Subtotal | 8,709 | 8,559 | 19,285 |
Deferred tax provision (benefit) | |||
Federal | 6,679 | 508 | 23,938 |
State | (96) | (100) | (1,293) |
Foreign | (6,410) | (419) | (5,945) |
Subtotal | 173 | (11) | 16,700 |
Provision for taxes | $ 8,882 | $ 8,548 | $ 35,985 |
Income Taxes - Income Tax Recon
Income Taxes - Income Tax Reconciliation (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jan. 31, 2016 | Jan. 25, 2015 | Jan. 26, 2014 | |
Income Tax Expense (Benefit), Continuing Operations, Income Tax Reconciliation [Abstract] | |||
Federal income tax at statutory rate | $ 7,133 | $ 12,775 | $ (44,968) |
State income taxes, net of federal benefit | (7) | (100) | (1,260) |
Foreign taxes at rates less than federal rates | (62) | (11,960) | (8,378) |
Tax credits generated | (3,598) | (5,302) | (5,523) |
Changes in valuation allowance | 1,847 | 14,284 | 52,942 |
Goodwill impairment | 0 | 0 | 40,840 |
Changes in uncertain tax positions | 1,009 | (5,167) | 893 |
Deemed dividends | 276 | 2,513 | 726 |
Equity compensation | 2,529 | 2,200 | 1,173 |
Permanent differences | 28 | (93) | 2,895 |
Deferred tax provision - indefinite life intangible | 5,670 | 0 | 0 |
Triune earn-out | (5,670) | 0 | 0 |
Revaluation of deferred tax assets and liabilities | 334 | (432) | (12) |
Other | (607) | (170) | (3,343) |
Provision for taxes | $ 8,882 | $ 8,548 | $ 35,985 |
Income Taxes - Net Deferred Tax
Income Taxes - Net Deferred Tax Assets and Deferred Tax Liabilities (Details) - USD ($) $ in Thousands | Jan. 31, 2016 | Jan. 25, 2015 |
Deferred tax assets | ||
Current | $ 0 | $ 2,478 |
Non-current | 7,354 | 106 |
Subtotal | 7,354 | 2,584 |
Deferred tax liabilities | ||
Current | 0 | (1,444) |
Non-current | (6,802) | (2,477) |
Subtotal | (6,802) | (3,921) |
Net deferred tax assets | $ 552 | |
Net deferred tax assets (liabilities) | $ (1,337) |
Income Taxes - Components of De
Income Taxes - Components of Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Jan. 31, 2016 | Jan. 25, 2015 |
Components of Deferred Tax Assets and Liabilities [Abstract] | ||
Total current deferred tax liabilities | $ 0 | $ (1,444) |
Net deferred tax assets | 552 | |
Net deferred tax assets (liabilities) | (1,337) | |
Current Deferred Tax Asset [Member] | ||
Components of Deferred Tax Assets and Liabilities [Abstract] | ||
Deferred revenue | 0 | 3,052 |
Inventory reserve | 0 | 3,156 |
Payroll and related accruals | 0 | 2,306 |
Bad debt reserve | 0 | 927 |
Accrued service fees | 0 | 608 |
Other deferred assets | 0 | 1,191 |
Valuation allowance | 0 | (8,637) |
Total current deferred tax asset | 0 | 2,603 |
Noncurrent Deferred Tax Asset [Member] | ||
Components of Deferred Tax Assets and Liabilities [Abstract] | ||
Deferred revenue | 4,295 | 0 |
Inventory reserve | 2,931 | 0 |
Payroll and related accruals | 8,773 | 7,148 |
Bad debt reserve | 521 | 0 |
Other deferred assets | 6,281 | 5,054 |
Accrued service fees | 238 | 0 |
Research and development charges | 584 | 1,323 |
Research credit carryforward | 32,605 | 40,819 |
NOL carryforward | 38,979 | 29,144 |
Stock-based compensation | 5,006 | 6,176 |
Valuation allowance | (77,383) | (66,899) |
Total non-current deferred tax asset | 22,830 | 22,765 |
Current Deferred Tax Liability [Member] | ||
Components of Deferred Tax Assets and Liabilities [Abstract] | ||
Inventory reserve - foreign | 0 | (826) |
Bad debt reserve - foreign | 0 | (256) |
Other deferred tax liabilities | 0 | (373) |
Total current deferred tax liabilities | 0 | (1,455) |
Noncurrent Deferred Tax Liability [Member] | ||
Components of Deferred Tax Assets and Liabilities [Abstract] | ||
Inventory reserve - foreign | (515) | 0 |
Depreciation and amortization - foreign | (194) | 0 |
Other deferred tax liabilities | (1,350) | (1,377) |
Purchase accounting deferred tax liabilities | (16,895) | (20,917) |
Depreciation and amortization | (3,324) | (2,956) |
Total non-current deferred tax liabilities | $ (22,278) | $ (25,250) |
Income Taxes - Summary of Chang
Income Taxes - Summary of Changes in the Valuation Allowance (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jan. 31, 2016 | Jan. 25, 2015 | Jan. 26, 2014 | |
Income Tax Disclosure [Abstract] | |||
Beginning balance | $ 75,536 | $ 61,251 | $ 8,320 |
Additions | 9,055 | 14,285 | 52,931 |
Releases | (7,208) | 0 | 0 |
Ending balance | $ 77,383 | $ 75,536 | $ 61,251 |
Income Taxes - Reconciliation o
Income Taxes - Reconciliation of Gross Unrecognized Tax Benefits (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Jan. 31, 2016 | Jan. 25, 2015 | |
Reconciliation of Unrecognized Tax Benefits [Roll Forward] | ||
Beginning balance | $ 7,774 | $ 12,348 |
Additions based on tax positions related to the current year | 1,425 | 466 |
Reductions for tax positions of prior years, net | (767) | (3,970) |
Reductions from settlements with taxing authorities, net | 0 | (1,070) |
Ending balance | $ 8,432 | $ 7,774 |
Income Taxes - Liability for Un
Income Taxes - Liability for Uncertain Tax Positions (Details) - USD ($) $ in Thousands | Jan. 31, 2016 | Jan. 25, 2015 |
Income Tax Contingency [Line Items] | ||
Total accrued taxes | $ 8,432 | $ 7,774 |
Accrued liabilities | ||
Income Tax Contingency [Line Items] | ||
Liability for uncertain tax positions - current | 0 | 0 |
Noncurrent Deferred Tax Asset [Member] | ||
Income Tax Contingency [Line Items] | ||
Liability for uncertain tax positions - noncurrent | 7,162 | 7,522 |
Other Liabilities [Member] | ||
Income Tax Contingency [Line Items] | ||
Liability for uncertain tax positions - noncurrent | $ 1,270 | $ 252 |
Commitments and Contingencies
Commitments and Contingencies - Narrative (Details) - USD ($) | Feb. 11, 2016 | Jan. 31, 2016 | Jan. 25, 2015 | Jan. 26, 2014 | Mar. 04, 2015 | Mar. 07, 2012 |
Commitments And Contingencies [Line Items] | ||||||
Rent expense | $ 7,700,000 | $ 8,800,000 | $ 9,300,000 | |||
Sublease income | 135,000 | 142,000 | 140,000 | |||
Employer contribution to defined benefit plan | 800,000 | 900,000 | 800,000 | |||
Earn-out liability | 6,259,000 | 1,771,000 | ||||
Earn-out liability expected to be paid within twelve months | 0 | 0 | ||||
Other assets | ||||||
Commitments And Contingencies [Line Items] | ||||||
Cash surrender value of life insurance | $ 16,800,000 | 18,500,000 | ||||
Environmental Issue [Member] | ||||||
Commitments And Contingencies [Line Items] | ||||||
Lease duration | 40 years | |||||
Range of possible loss, minimum | $ 5,300,000 | 2,700,000 | ||||
Range of possible loss, maximum | 7,500,000 | 5,700,000 | ||||
Loss contingency accrual | 5,300,000 | |||||
Environmental Issue [Member] | Accrued liabilities | ||||||
Commitments And Contingencies [Line Items] | ||||||
Loss contingency accrual | 1,100,000 | |||||
Environmental Issue [Member] | Other long-term liabilities | ||||||
Commitments And Contingencies [Line Items] | ||||||
Loss contingency accrual | 4,200,000 | |||||
United States Postretirement Benefit Plan of US Entity [Member] | ||||||
Commitments And Contingencies [Line Items] | ||||||
Employer contribution to defined contribution plan | 1,300,000 | 1,300,000 | $ 1,400,000 | |||
Foreign Postretirement Benefit Plan [Member] | ||||||
Commitments And Contingencies [Line Items] | ||||||
Employer contribution to defined contribution plan | 1,400,000 | |||||
Cycleo [Member] | ||||||
Commitments And Contingencies [Line Items] | ||||||
Earn-out liability | 6,259,000 | 1,771,000 | ||||
Earn-out liability expected to be paid within twelve months | 2,155,000 | 0 | ||||
Potential payments under earn-out arrangements, high estimate | $ 16,000,000 | |||||
Triune Systems | ||||||
Commitments And Contingencies [Line Items] | ||||||
Earn-out liability | 0 | 0 | ||||
Earn-out liability expected to be paid within twelve months | 0 | $ 0 | ||||
Contingent Consideration Arrangements Based on Annual Revenue Targets [Member] | Triune Systems | ||||||
Commitments And Contingencies [Line Items] | ||||||
Potential payments under earn-out arrangements, high estimate | $ 70,000,000 | |||||
Potential payment under earn-out arrangement for the first fiscal year | $ 13,000,000 | |||||
Contingent Consideration Based on Cumulative Revenue and Operating Income Targets | Triune Systems | ||||||
Commitments And Contingencies [Line Items] | ||||||
Potential payments under earn-out arrangements, high estimate | $ 16,000,000 | |||||
Unsecured Subordinated Convertible Promissory Note | Settlement of Dispute with Competitor | ||||||
Commitments And Contingencies [Line Items] | ||||||
Settlement amount | $ 5,700,000 | |||||
Cash Settlement | Settlement of Dispute with Competitor | ||||||
Commitments And Contingencies [Line Items] | ||||||
Settlement amount | $ 300,000 |
Commitments and Contingencie105
Commitments and Contingencies - Schedule of Aggregate Minimum Annual Lease Payments (Details) $ in Thousands | Jan. 31, 2016USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
2,017 | $ 7,184 |
2,018 | 5,732 |
2,019 | 4,730 |
2,020 | 3,630 |
2,021 | 3,030 |
Thereafter | 3,377 |
Total minimum lease commitments | $ 27,683 |
Commitments and Contingencie106
Commitments and Contingencies - Schedule of Purchase Commitments (Details) $ in Thousands | Jan. 31, 2016USD ($) |
Purchase Commitments [Line Items] | |
Purchase obligation due within one year | $ 43,350 |
Purchase obligations due in second and third year | 3,376 |
Total | 46,726 |
Open capital purchase commitments | |
Purchase Commitments [Line Items] | |
Purchase obligation due within one year | 1,537 |
Purchase obligations due in second and third year | 0 |
Total | 1,537 |
Other open purchase commitments | |
Purchase Commitments [Line Items] | |
Purchase obligation due within one year | 41,813 |
Purchase obligations due in second and third year | 3,376 |
Total | 45,189 |
Other vendor commitments | |
Purchase Commitments [Line Items] | |
Purchase obligation due within one year | 0 |
Purchase obligations due in second and third year | 0 |
Total | $ 0 |
Commitments and Contingencie107
Commitments and Contingencies - Schedule of Compensation Expense and Forfeitures Under Deferred Compensation Plan (Details) - Deferred Compensation Plan For Officers And Executives - USD ($) $ in Thousands | 12 Months Ended | ||
Jan. 31, 2016 | Jan. 25, 2015 | Jan. 26, 2014 | |
Schedule of compensation expense and forfeitures under deferred compensation plan [Line Items] | |||
Forfeitures | $ (159) | $ (112) | $ (180) |
Compensation (income) expense | (660) | 2,449 | 2,644 |
Compensation expense, net of forfeitures | $ (819) | $ 2,337 | $ 2,464 |
Commitments and Contingencie108
Commitments and Contingencies - Schedule of Liability for Deferred Compensation (Details) - USD ($) $ in Thousands | Jan. 31, 2016 | Jan. 25, 2015 |
Schedule of liability for Deferred Compensation [Line Items] | ||
Deferred compensation liability, current | $ 1,448 | $ 527 |
Deferred Compensation Plan For Officers And Executives | ||
Schedule of liability for Deferred Compensation [Line Items] | ||
Total deferred compensation liabilities under this plan | 19,424 | 19,768 |
Accrued liabilities | Deferred Compensation Plan For Officers And Executives | ||
Schedule of liability for Deferred Compensation [Line Items] | ||
Deferred compensation liability, current | 1,448 | 527 |
Other long-term liabilities | Deferred Compensation Plan For Officers And Executives | ||
Schedule of liability for Deferred Compensation [Line Items] | ||
Deferred compensation liability, noncurrent | $ 17,976 | $ 19,241 |
Commitments and Contingencies -
Commitments and Contingencies - Summary of Earn-out Liability (Details) - USD ($) $ in Thousands | Jan. 31, 2016 | Jan. 25, 2015 |
Business Acquisition, Contingent Consideration [Line Items] | ||
Earn-out liability | $ 6,259 | $ 1,771 |
Earn-out liability expected to be settled within twelve months | 0 | 0 |
Cycleo [Member] | ||
Business Acquisition, Contingent Consideration [Line Items] | ||
Earn-out liability | 6,259 | 1,771 |
Earn-out liability expected to be settled within twelve months | 2,155 | 0 |
Triune Systems | ||
Business Acquisition, Contingent Consideration [Line Items] | ||
Earn-out liability | 0 | 0 |
Earn-out liability expected to be settled within twelve months | 0 | 0 |
Compensation Expense [Member] | ||
Business Acquisition, Contingent Consideration [Line Items] | ||
Earn-out liability | 4,397 | 140 |
Compensation Expense [Member] | Cycleo [Member] | ||
Business Acquisition, Contingent Consideration [Line Items] | ||
Earn-out liability | 4,397 | 140 |
Compensation Expense [Member] | Triune Systems | ||
Business Acquisition, Contingent Consideration [Line Items] | ||
Earn-out liability | 0 | 0 |
Not Conditional Upon Future Employment [Member] | ||
Business Acquisition, Contingent Consideration [Line Items] | ||
Earn-out liability | 1,457 | 1,619 |
Not Conditional Upon Future Employment [Member] | Cycleo [Member] | ||
Business Acquisition, Contingent Consideration [Line Items] | ||
Earn-out liability | 1,457 | 1,619 |
Not Conditional Upon Future Employment [Member] | Triune Systems | ||
Business Acquisition, Contingent Consideration [Line Items] | ||
Earn-out liability | 0 | 0 |
Interest Expense [Member] | ||
Business Acquisition, Contingent Consideration [Line Items] | ||
Earn-out liability | 405 | 12 |
Interest Expense [Member] | Cycleo [Member] | ||
Business Acquisition, Contingent Consideration [Line Items] | ||
Earn-out liability | 405 | 12 |
Interest Expense [Member] | Triune Systems | ||
Business Acquisition, Contingent Consideration [Line Items] | ||
Earn-out liability | $ 0 | $ 0 |
Concentration of Risk - Narrat
Concentration of Risk - Narrative (Details) | 12 Months Ended | ||
Jan. 31, 2016 | Jan. 25, 2015 | Jan. 26, 2014 | |
Accounts receivable | |||
Minimum concentration risk threshold | 10.00% | ||
Net sales revenue | |||
Minimum concentration risk threshold | 10.00% | ||
Concentration risk, percentage | 100.00% | 100.00% | 100.00% |
Authorized distributors [Member] | Net sales revenue | |||
Concentration risk, geographic | For fiscal year 2016, our two largest distributors were based in Asia. | ||
Concentration risk, percentage | 58.00% | ||
Supplier concentration risk [Member] | Cost of silicon wafers [Member] | |||
Concentration risk, geographic | 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. | ||
Concentration risk, percentage | 28.00% | 37.00% | 38.00% |
Concentration of Risk - Schedul
Concentration of Risk - Schedule of Significant Customers Accounting for at Least 10% of Net Sales (Details) - Net sales revenue | 12 Months Ended | ||
Jan. 31, 2016 | Jan. 25, 2015 | Jan. 26, 2014 | |
Geographic Information And Concentration Of Risk [Line Items] | |||
Concentration risk, percentage | 100.00% | 100.00% | 100.00% |
Minimum concentration risk threshold | 10.00% | ||
Samsung Electronics (and affiliates) | |||
Geographic Information And Concentration Of Risk [Line Items] | |||
Concentration risk, percentage | 7.00% | 11.00% | 12.00% |
Concentration of Risk - Sche112
Concentration of Risk - Schedule of Significant Customers Having an Outstanding Receivable Balance that Represents at Least 10% of Total Net Receivables (Details) - Accounts receivable | 12 Months Ended | |
Jan. 31, 2016 | Jan. 25, 2015 | |
Geographic Information And Concentration Of Risk [Line Items] | ||
Minimum concentration risk threshold | 10.00% | |
Samsung Electronics (and affiliates) | ||
Geographic Information And Concentration Of Risk [Line Items] | ||
Concentration risk, percentage | 5.00% | 12.00% |
Segment Information Narrative (
Segment Information Narrative (Details) | 12 Months Ended |
Jan. 31, 2016 | |
Segment Reporting Information [Line Items] | |
Number of operating segments | 5 |
Number of operating segments that aggregate into one reportable segment | 4 |
Number of reportable segments | 1 |
Segment Information Net Sales A
Segment Information Net Sales Activity by Segment (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Jan. 31, 2016 | Oct. 25, 2015 | Jul. 26, 2015 | Apr. 26, 2015 | Jan. 25, 2015 | Oct. 26, 2014 | Jul. 27, 2014 | Apr. 27, 2014 | Jan. 31, 2016 | Jan. 25, 2015 | Jan. 26, 2014 | |
Revenue from External Customer [Line Items] | |||||||||||
Net sales | $ 118,609 | $ 115,810 | $ 125,712 | $ 130,088 | $ 130,394 | $ 148,890 | $ 145,742 | $ 132,859 | $ 490,219 | $ 557,885 | $ 594,977 |
Semiconductor Products Group [Member] | |||||||||||
Revenue from External Customer [Line Items] | |||||||||||
Net sales | 485,570 | 555,399 | 577,312 | ||||||||
All Other Segments [Member] | |||||||||||
Revenue from External Customer [Line Items] | |||||||||||
Net sales | $ 4,649 | $ 2,486 | $ 17,665 |
Segment Information Income (Los
Segment Information Income (Loss) by Segment and Reconciliation to Income Before Taxes (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Jan. 31, 2016 | Oct. 25, 2015 | Jul. 26, 2015 | Apr. 26, 2015 | Jan. 25, 2015 | Oct. 26, 2014 | Jul. 27, 2014 | Apr. 27, 2014 | Jan. 31, 2016 | Jan. 25, 2015 | Jan. 26, 2014 | |
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | |||||||||||
Operating income (loss) | $ 3,149 | $ 18,898 | $ 3,068 | $ 4,884 | $ (13,759) | $ 22,810 | $ 22,057 | $ 11,149 | $ 29,999 | $ 42,257 | $ (108,917) |
Stock-based compensation | 20,468 | 29,629 | 24,589 | ||||||||
Write-off of deferred financing costs | 0 | 0 | 7,093 | ||||||||
Inventory write-downs | 0 | 0 | 15,047 | ||||||||
Changes in the fair value of contingent earn-out obligations | (16,362) | 1,391 | (654) | ||||||||
Environmental reserve | 2,855 | (65) | 0 | ||||||||
Amortization of fair value adjustments related to acquired PP&E | 0 | (929) | 2,529 | ||||||||
Interest expense, net | 7,819 | 5,927 | 18,174 | ||||||||
Non-operating (income) expense, net | (1,801) | 165 | (1,390) | ||||||||
Income before taxes | 20,379 | 36,495 | (128,481) | ||||||||
Semiconductor Products Group [Member] | |||||||||||
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | |||||||||||
Operating income (loss) | 83,422 | 136,823 | 141,569 | ||||||||
All Other Segments [Member] | |||||||||||
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | |||||||||||
Operating income (loss) | (3,670) | (10,558) | (2,744) | ||||||||
Operating Segments [Member] | |||||||||||
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | |||||||||||
Operating income (loss) | 79,752 | 126,265 | 138,825 | ||||||||
Corporate, Non-Segment [Member] | |||||||||||
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | |||||||||||
Intangible amortization and impairments | 25,059 | 31,449 | 190,529 | ||||||||
Stock-based compensation | 20,468 | 29,629 | 24,589 | ||||||||
Write-off of deferred financing costs | 0 | 0 | 8,773 | ||||||||
Inventory write-downs | 0 | 0 | 2,408 | ||||||||
Restructuring charges | 4,526 | 1,285 | 3,086 | ||||||||
Changes in the fair value of contingent earn-out obligations | (16,362) | 1,391 | (654) | ||||||||
Environmental reserve | 2,855 | (65) | 0 | ||||||||
Other non-segment related expenses | 11,686 | 1,984 | 2,176 | ||||||||
Amortization of fair value adjustments related to acquired PP&E | 1,521 | 18,335 | 16,835 | ||||||||
Interest expense, net | 7,819 | 5,927 | 18,174 | ||||||||
Non-operating (income) expense, net | $ 1,801 | $ (165) | $ 1,390 |
Segment Information Revenue by
Segment Information Revenue by Product Line (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Jan. 31, 2016 | Oct. 25, 2015 | Jul. 26, 2015 | Apr. 26, 2015 | Jan. 25, 2015 | Oct. 26, 2014 | Jul. 27, 2014 | Apr. 27, 2014 | Jan. 31, 2016 | Jan. 25, 2015 | Jan. 26, 2014 | |
Revenue from External Customer [Line Items] | |||||||||||
Net sales | $ 118,609 | $ 115,810 | $ 125,712 | $ 130,088 | $ 130,394 | $ 148,890 | $ 145,742 | $ 132,859 | $ 490,219 | $ 557,885 | $ 594,977 |
Signal Integrity and Timing Products [Member] | |||||||||||
Revenue from External Customer [Line Items] | |||||||||||
Net sales | 221,185 | 219,024 | 254,556 | ||||||||
Protection Products [Member] | |||||||||||
Revenue from External Customer [Line Items] | |||||||||||
Net sales | 138,674 | 191,341 | 198,514 | ||||||||
Wireless and Sensing Products [Member] | |||||||||||
Revenue from External Customer [Line Items] | |||||||||||
Net sales | 70,712 | 80,632 | 65,947 | ||||||||
Power Management and High Reliability Products [Member] | |||||||||||
Revenue from External Customer [Line Items] | |||||||||||
Net sales | 54,999 | 64,402 | 58,295 | ||||||||
Systems Innovation [Member] | |||||||||||
Revenue from External Customer [Line Items] | |||||||||||
Net sales | $ 4,649 | $ 2,486 | $ 17,665 | ||||||||
Sales Revenue, Goods, Net [Member] | |||||||||||
Revenue from External Customer [Line Items] | |||||||||||
Concentration risk, percentage | 100.00% | 100.00% | 100.00% | ||||||||
Sales Revenue, Goods, Net [Member] | Signal Integrity and Timing Products [Member] | |||||||||||
Revenue from External Customer [Line Items] | |||||||||||
Concentration risk, percentage | 45.00% | 39.00% | 43.00% | ||||||||
Sales Revenue, Goods, Net [Member] | Protection Products [Member] | |||||||||||
Revenue from External Customer [Line Items] | |||||||||||
Concentration risk, percentage | 28.00% | 34.00% | 33.00% | ||||||||
Sales Revenue, Goods, Net [Member] | Wireless and Sensing Products [Member] | |||||||||||
Revenue from External Customer [Line Items] | |||||||||||
Concentration risk, percentage | 14.00% | 14.00% | 11.00% | ||||||||
Sales Revenue, Goods, Net [Member] | Power Management and High Reliability Products [Member] | |||||||||||
Revenue from External Customer [Line Items] | |||||||||||
Concentration risk, percentage | 11.00% | 12.00% | 10.00% | ||||||||
Sales Revenue, Goods, Net [Member] | Systems Innovation [Member] | |||||||||||
Revenue from External Customer [Line Items] | |||||||||||
Concentration risk, percentage | 1.00% | 0.00% | 3.00% |
Segment Information Revenue 117
Segment Information Revenue by Geographic Region (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Jan. 31, 2016 | Oct. 25, 2015 | Jul. 26, 2015 | Apr. 26, 2015 | Jan. 25, 2015 | Oct. 26, 2014 | Jul. 27, 2014 | Apr. 27, 2014 | Jan. 31, 2016 | Jan. 25, 2015 | Jan. 26, 2014 | |
Geographic Information And Concentration Of Risk [Line Items] | |||||||||||
Net sales | $ 118,609 | $ 115,810 | $ 125,712 | $ 130,088 | $ 130,394 | $ 148,890 | $ 145,742 | $ 132,859 | $ 490,219 | $ 557,885 | $ 594,977 |
Asia-Pacific | |||||||||||
Geographic Information And Concentration Of Risk [Line Items] | |||||||||||
Net sales | 358,480 | 412,514 | 432,097 | ||||||||
Europe | |||||||||||
Geographic Information And Concentration Of Risk [Line Items] | |||||||||||
Net sales | 85,587 | 60,232 | 68,306 | ||||||||
North America [Member] | |||||||||||
Geographic Information And Concentration Of Risk [Line Items] | |||||||||||
Net sales | $ 46,152 | $ 85,139 | $ 94,574 | ||||||||
Net sales revenue | |||||||||||
Geographic Information And Concentration Of Risk [Line Items] | |||||||||||
Concentration risk, percentage | 100.00% | 100.00% | 100.00% | ||||||||
Net sales revenue | Asia-Pacific | |||||||||||
Geographic Information And Concentration Of Risk [Line Items] | |||||||||||
Concentration risk, percentage | 73.00% | 74.00% | 73.00% | ||||||||
Net sales revenue | Europe | |||||||||||
Geographic Information And Concentration Of Risk [Line Items] | |||||||||||
Concentration risk, percentage | 17.00% | 11.00% | 11.00% | ||||||||
Net sales revenue | North America [Member] | |||||||||||
Geographic Information And Concentration Of Risk [Line Items] | |||||||||||
Concentration risk, percentage | 9.00% | 15.00% | 16.00% |
Segment Information Revenue 118
Segment Information Revenue by Country (Details) - Net sales revenue | 12 Months Ended | ||
Jan. 31, 2016 | Jan. 25, 2015 | Jan. 26, 2014 | |
Geographic Information And Concentration Of Risk [Line Items] | |||
Concentration risk, percentage | 100.00% | 100.00% | 100.00% |
Geographic Concentration Risk [Member] | |||
Geographic Information And Concentration Of Risk [Line Items] | |||
Concentration risk, percentage | 73.00% | 70.00% | 72.00% |
China Including Hong Kong [Member] | Geographic Concentration Risk [Member] | |||
Geographic Information And Concentration Of Risk [Line Items] | |||
Concentration risk, percentage | 47.00% | 38.00% | 34.00% |
United States | Geographic Concentration Risk [Member] | |||
Geographic Information And Concentration Of Risk [Line Items] | |||
Concentration risk, percentage | 12.00% | 12.00% | 16.00% |
Japan | Geographic Concentration Risk [Member] | |||
Geographic Information And Concentration Of Risk [Line Items] | |||
Concentration risk, percentage | 8.00% | 11.00% | 11.00% |
South Korea | Geographic Concentration Risk [Member] | |||
Geographic Information And Concentration Of Risk [Line Items] | |||
Concentration risk, percentage | 6.00% | 9.00% | 11.00% |
Segment Information Income (119
Segment Information Income (Loss) by Region (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jan. 31, 2016 | Jan. 25, 2015 | Jan. 26, 2014 | |
Segment Reporting [Abstract] | |||
Domestic | $ (5,636) | $ (33,540) | $ (158,780) |
Foreign | 26,015 | 70,035 | 30,299 |
(Loss) income before taxes | $ 20,379 | $ 36,495 | $ (128,481) |
Segment Information Long-lived
Segment Information Long-lived Assets by Region (Details) - USD ($) $ in Thousands | Jan. 31, 2016 | Jan. 25, 2015 |
Geographic Information And Concentration Of Risk [Line Items] | ||
Long-lived assets | $ 101,005 | $ 115,471 |
United States | ||
Geographic Information And Concentration Of Risk [Line Items] | ||
Long-lived assets | 56,212 | 63,449 |
Rest of North America [Member] | ||
Geographic Information And Concentration Of Risk [Line Items] | ||
Long-lived assets | 21,618 | 25,139 |
Europe | ||
Geographic Information And Concentration Of Risk [Line Items] | ||
Long-lived assets | 7,109 | 9,119 |
Asia and All Others | ||
Geographic Information And Concentration Of Risk [Line Items] | ||
Long-lived assets | $ 16,066 | $ 17,764 |
Restructuring Costs - Narrative
Restructuring Costs - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jan. 31, 2016 | Jan. 25, 2015 | Jan. 26, 2014 | |
Restructuring Cost and Reserve [Line Items] | |||
Contract commitment cancellation charges | $ 0 | $ 2,983 | $ 4,926 |
Inventory write-downs | 0 | 0 | 15,047 |
Cost of sales | |||
Restructuring Cost and Reserve [Line Items] | |||
Contract commitment cancellation charges | 0 | 2,983 | 1,729 |
Product development and engineering | |||
Restructuring Cost and Reserve [Line Items] | |||
Contract commitment cancellation charges | $ 0 | $ 0 | $ 3,197 |
Restructuring Costs - Restructu
Restructuring Costs - Restructuring Reserve Rollforward (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jan. 31, 2016 | Jan. 25, 2015 | Jan. 26, 2014 | |
Restructuring Reserve [Roll Forward] | |||
Beginning balance | $ 282 | $ 2,632 | |
Charges | 4,526 | 1,285 | $ 3,086 |
Cash payments | (4,466) | (3,520) | |
Reclassifications | (115) | ||
Ending balance | 342 | 282 | 2,632 |
One-time employee termination benefits | |||
Restructuring Reserve [Roll Forward] | |||
Beginning balance | 282 | 1,387 | |
Charges | 4,526 | 662 | |
Cash payments | (4,466) | (1,767) | |
Reclassifications | 0 | ||
Ending balance | 342 | 282 | 1,387 |
Contract commitments | |||
Restructuring Reserve [Roll Forward] | |||
Beginning balance | 0 | 1,245 | |
Charges | 0 | 623 | |
Cash payments | 0 | (1,753) | |
Reclassifications | (115) | ||
Ending balance | $ 0 | $ 0 | $ 1,245 |
Restructuring Costs - Contract
Restructuring Costs - Contract Commitment Cancellation Charges (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jan. 31, 2016 | Jan. 25, 2015 | Jan. 26, 2014 | |
Restructuring Cost and Reserve [Line Items] | |||
Contract commitment cancellation charges | $ 0 | $ 2,983 | $ 4,926 |
Cost of sales | |||
Restructuring Cost and Reserve [Line Items] | |||
Contract commitment cancellation charges | 0 | 2,983 | 1,729 |
Product development and engineering | |||
Restructuring Cost and Reserve [Line Items] | |||
Contract commitment cancellation charges | $ 0 | $ 0 | $ 3,197 |
Stock Repurchase Program - Nar
Stock Repurchase Program - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | 94 Months Ended | ||
Jan. 31, 2016 | Jan. 25, 2015 | Jan. 26, 2014 | Jan. 31, 2016 | |
Equity [Abstract] | ||||
Repurchased shares of common stock, cost | $ 57,311 | $ 40,906 | $ 30,000 | $ 135,700 |
Remaining authorization under stock repurchase program | $ 62,700 | $ 62,700 |
Stock Repurchase Program - Sum
Stock Repurchase Program - Summary of Stock Repurchase Activities (Details) - USD ($) $ in Thousands | 12 Months Ended | 94 Months Ended | ||
Jan. 31, 2016 | Jan. 25, 2015 | Jan. 26, 2014 | Jan. 31, 2016 | |
Equity, Class of Treasury Stock [Line Items] | ||||
Repurchases, shares | 2,681,476 | 1,578,869 | 1,034,491 | |
Repurchased shares of common stock, cost | $ 57,311 | $ 40,906 | $ 30,000 | $ 135,700 |
Shares repurchased under the 2011 program | ||||
Equity, Class of Treasury Stock [Line Items] | ||||
Repurchases, shares | 2,681,476 | 1,578,869 | 1,034,491 | |
Repurchased shares of common stock, cost | $ 57,311 | $ 40,906 | $ 30,000 |
Variable Interest Entities (Det
Variable Interest Entities (Details) $ in Millions | 12 Months Ended |
Jan. 31, 2016USD ($) | |
Variable Interest Entity [Line Items] | |
Nature and extent of involvement in VIE | With regards to its investment in MultiPhy, the Company concluded that its equity interest represents a variable interest, but it is not the primary beneficiary as prescribed in ASC 810. Specifically, in reaching this conclusion, the Company considered the activities that most significantly drive profitability for MultiPhy and determined that the activity that most significantly drove profitability was related to the technology and related product road maps. The Company has a board observer role and thus concluded that it was not in a position of decision-making or other authority to influence MultiPhy’s activities that could be considered significant with respect to its operations, including research and development plans and changes to the product road map. |
MultiPhy Ltd [Member] | |
Variable Interest Entity [Line Items] | |
Maximum exposure to loss as a result of investment | $ 12 |
Selected Quarterly Financial127
Selected Quarterly Financial Data (Unaudited) - (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Jan. 31, 2016 | Oct. 25, 2015 | Jul. 26, 2015 | Apr. 26, 2015 | Jan. 25, 2015 | Oct. 26, 2014 | Jul. 27, 2014 | Apr. 27, 2014 | Jan. 31, 2016 | Jan. 25, 2015 | Jan. 26, 2014 | |
Selected Quarterly Financial Data (in Dollars) [Abstract] | |||||||||||
Net sales | $ 118,609 | $ 115,810 | $ 125,712 | $ 130,088 | $ 130,394 | $ 148,890 | $ 145,742 | $ 132,859 | $ 490,219 | $ 557,885 | $ 594,977 |
Gross profit | 69,550 | 69,584 | 75,576 | 78,400 | 73,161 | 89,326 | 88,221 | 78,084 | 293,110 | 328,792 | 335,211 |
Operating income (loss) | 3,149 | 18,898 | 3,068 | 4,884 | (13,759) | 22,810 | 22,057 | 11,149 | 29,999 | 42,257 | (108,917) |
Net income (loss) | $ 1,247 | $ 10,704 | $ (313) | $ (142) | $ (15,441) | $ 17,623 | $ 17,898 | $ 7,867 | $ 11,497 | $ 27,947 | $ (164,466) |
Earnings Per Share, Basic and Diluted [Abstract] | |||||||||||
Basic (in dollars per share) | $ 0.02 | $ 0.16 | $ 0 | $ 0 | $ (0.23) | $ 0.26 | $ 0.27 | $ 0.12 | $ 0.18 | $ 0.42 | $ (2.44) |
Diluted (in dollars per share) | $ 0.02 | $ 0.16 | $ 0 | $ 0 | $ (0.23) | $ 0.26 | $ 0.26 | $ 0.12 | $ 0.17 | $ 0.41 | $ (2.44) |
Weighted average number of shares used in computing earnings per share: | |||||||||||
Basic (in shares) | 64,934 | 65,117 | 65,920 | 66,713 | 66,763 | 67,162 | 67,208 | 67,300 | 65,657 | 67,108 | 67,471 |
Diluted (in shares) | 65,225 | 65,217 | 65,920 | 66,713 | 66,763 | 67,654 | 67,850 | 67,970 | 65,961 | 67,685 | 67,471 |
Schedule II - Valuation And 128
Schedule II - Valuation And Qualifying Accounts (Details) - Allowance for doubtful accounts and other sales allowances - USD ($) | 12 Months Ended | ||
Jan. 31, 2016 | Jan. 25, 2015 | Jan. 26, 2014 | |
Change in Valuation Allowances and Reserves [Roll Forward] | |||
Balance at Beginning of Year | $ 3,523,148 | $ 3,824,676 | $ 4,917,070 |
Reversal to Costs and Expenses | (567,394) | ||
Charged to Costs and Expenses | 5,154,545 | 396,151 | |
Deductions | (884,894) | (697,679) | (525,000) |
Balance at End of Year | $ 7,792,799 | $ 3,523,148 | $ 3,824,676 |