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EX-31.2 - SECTION 302 CERTIFICATION OF THE CHIEF FINANCIAL OFFICER - SEMTECH CORPsmtc-07312016xex312.htm
EX-32.2 - SECTION 906 CERTIFICATION OF THE CHIEF FINANCIAL OFFICER - SEMTECH CORPsmtc-07312016xex322.htm
EX-32.1 - SECTION 906 CERTIFICATION OF THE CHIEF EXECUTIVE OFFICER - SEMTECH CORPsmtc-07312016xex321.htm
EX-31.1 - SECTION 302 CERTIFICATION OF THE CHIEF EXECUTIVE OFFICER - SEMTECH CORPsmtc-07312016xex311.htm
EX-10.1 - SEMTECH CORPORATION EXECUTIVE STOCK OWNERSHIP GUIDELINES - SEMTECH CORPsmtc-07312016xex101.htm


 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 
____________________________________
FORM 10-Q
____________________________________
(Mark One)

Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the quarterly period ended July 31, 2016
or

Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the transition period from             to             
Commission File Number 1-6395
____________________________________ 
SEMTECH CORPORATION
(Exact name of registrant as specified in its charter)
 ____________________________________
 
 
 
Delaware
 
95-2119684
(State or other jurisdiction of
incorporation or organization)
 
(I.R.S. Employer
Identification No.)

200 Flynn Road, Camarillo, California, 93012-8790
(Address of principal executive offices, Zip Code)

Registrant’s telephone number, including area code: (805) 498-2111
____________________________________
 
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes      No  
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes      No  
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer
 
 
  
Accelerated filer
  
 
 
 
 
Non-accelerated filer
 
   (Do not check if a smaller reporting company)
  
Smaller reporting company
  
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act):    Yes     No   
Number of shares of Common Stock, $0.01 par value per share, outstanding at August 26, 2016: 65,566,678
 




SEMTECH CORPORATION
INDEX TO FORM 10-Q
FOR THE QUARTER ENDED JULY 31, 2016
 

2





Unless the context otherwise requires, the use of the terms “Semtech,” “the Company,” “we,” “us” and “our” in this Quarterly Report on Form 10-Q refers to Semtech Corporation and its consolidated subsidiaries.

Special Note Regarding Forward-Looking and Cautionary Statements
This Quarterly Report on Form 10-Q contains “forward-looking statements” within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995, as amended, based on our current expectations, estimates and projections about our operations, industry, financial condition, performance, results of operations, and liquidity. Forward-looking statements are statements other than historical information or statements of current condition and relate to matters such as future financial performance, future operational performance, the anticipated impact of specific items on future earnings, and our plans, objectives and expectations. Statements containing words such as “may,” “believe,” “anticipate,” “expect,” “intend,” “plan,” “project,” “estimate,” “should,” “will,” “designed to,” “projections,” or “business outlook,” or other similar expressions constitute forward-looking statements. Forward-looking statements involve known and unknown risks and uncertainties that could cause actual results and events to differ materially from those projected.
Potential factors that could cause actual results to differ materially from those in the forward-looking statements include, but are not limited to:
fluctuation in the Company’s future results;
downturns in the business cycle;
reduced demand for the Company’s products, including due to global economic conditions;
business interruptions;
the Company’s reliance on a limited number of suppliers and subcontractors for components and materials;
potentially insufficient liability insurance if the Company’s products are found to be defective;
obsolete inventories as a result of changes in demand and change in life cycles for the Company’s products;
the Company’s inability to successfully develop and sell new products;
lengthy and expensive product qualification processes without any assurance of product sales;
the Company’s products failing to meet industry standards;
the Company’s inability to protect intellectual property rights;
the Company suffering losses if its products infringe the intellectual property rights of others;
the Company’s need to commit resources to product production prior to receipt of purchase commitments;
increased business risk from foreign customers;
the Company’s foreign currency exposures;
potential increased tax liabilities and effective tax rate if the Company needs to repatriate funds held by foreign subsidiaries;
export restrictions and laws affecting the Company’s trade and investments;
competition against larger, more established entities;
increased competition due to industry consolidation;
the loss of any one of the Company’s significant customers;
volatility of customer demand;
termination of a contract by a distributor;
government regulations and other standards, including those that impose operational and reporting requirements;
the Company’s failure to comply with applicable environmental regulations;
compliance with conflict minerals regulations;
increase in the Company’s cost of doing business as a result of having to comply with the codes of conduct of certain of the Company’s customers and suppliers;

3





changes in tax laws and review by taxing authorities;
taxation of the Company in other jurisdictions;
the Company’s failure to maintain effective internal control over financial reporting and disclosure controls and procedures;
the Company’s limited experience with government contracting;
potential government investigations and inquiries;
loss of the Company’s key personnel;
risks associated with companies the Company has acquired in the past and may acquire in the future and the Company’s ability to successfully integrate acquired businesses and benefit from expected synergies;
the Company may be required to recognize additional impairment charges;
the Company may be adversely affected by new accounting pronouncements;
the Company’s ability to generate cash to service its debt obligations;
restrictive covenants in the Company’s credit agreement which may restrict its ability to pursue its business strategies;
the Company’s reliance on certain critical information systems for the operation of its business;
costs associated with the Company’s indemnification of certain customers, distributors and other parties;
the Company’s share price could be subject to extreme price fluctuations;
the impact on the Company’s common stock price if securities or industry analysts do not publish reports about the Company’s business or adversely change their recommendations regarding the Company’s common stock;
anti-takeover provisions in the Company’s organizational documents could make an acquisition of the Company more difficult;
the Company is subject to litigation risks which may be costly to defend;
the Company’s ability to realize expected benefits from the implementation of a new enterprise resource planning (“ERP”) system, and disruption of the Company’s operations caused by the adjustment to the new ERP system and the transition from the Company’s legacy systems and databases.
Additionally, forward-looking statements should be considered in conjunction with the cautionary statements contained in this Quarterly Report on Form 10-Q, including, without limitation, information under the captions “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Risk Factors” and additional factors that accompany the related forward-looking statements in this Quarterly Report on Form 10-Q, in our Annual Report on Form 10-K for the fiscal year ended January 31, 2016 including, without limitation information under the caption “Risk Factors”, in other filings with the Securities and Exchange Commission (“SEC”), and in material incorporated herein and therein by reference. In light of the significant risks and uncertainties inherent in the forward-looking information included herein that may cause actual performance and results to differ materially from those predicted, any such forward-looking information should not be regarded as representations or guarantees by the Company of future performance or results, or that its objectives or plans will be achieved, or that any of its operating expectations or financial forecasts will be realized. Reported results should not be considered an indication of future performance. Investors are cautioned not to place undue reliance on any forward-looking information contained herein, which reflect management’s analysis only as of the date hereof. Except as required by law, the Company assumes no obligation to publicly release the results of any update or revision to any forward-looking statement that may be made to reflect new information, events or circumstances after the date hereof or to reflect the occurrence of unanticipated or future events, or otherwise.
In addition to regarding forward-looking statements with caution, you should consider that the preparation of the consolidated financial statements requires us to draw conclusions and make interpretations, judgments, assumptions and estimates with respect to certain factual, legal, and accounting matters. Our financial statements might have been materially impacted if we had reached different conclusions or made different interpretations, judgments, assumptions or estimates.

4





PART I - FINANCIAL INFORMATION
 
ITEM 1.
Financial Statements

SEMTECH CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per share data)
(unaudited)
 
 
Three Months Ended
 
Six Months Ended
 
July 31, 2016
 
July 26, 2015
 
July 31, 2016
 
July 26, 2015
Net sales
$
135,911

 
$
125,712

 
$
267,056

 
$
255,800

Cost of sales
54,136

 
50,136

 
106,757

 
101,824

Gross profit
81,775

 
75,576

 
160,299


153,976

Operating costs and expenses:
 
 
 
 
 
 
 
Selling, general and administrative
32,824

 
33,798

 
66,538

 
71,635

Product development and engineering
26,325

 
28,239

 
51,497

 
57,917

Intangible amortization
6,328

 
6,177

 
12,731

 
12,340

Changes in the fair value of contingent earn-out obligations
(129
)
 
730

 
(162
)
 
568

Restructuring charge

 
3,564

 

 
3,564

Total operating costs and expenses
65,348

 
72,508

 
130,604

 
146,024

Operating income
16,427

 
3,068

 
29,695

 
7,952

Interest expense, net
(2,037
)
 
(1,900
)
 
(3,967
)
 
(3,734
)
Non-operating (expense) income, net
(136
)
 
117

 
(181
)
 
(376
)
Income before taxes
14,254

 
1,285

 
25,547

 
3,842

Provision for taxes
5,276

 
1,598

 
9,681

 
4,297

Net income (loss)
$
8,978

 
$
(313
)
 
$
15,866

 
$
(455
)
Earnings (loss) per share:
 
 
 
 
 
 
 
Basic
$
0.14

 
$
(0.00
)
 
$
0.24

 
$
(0.01
)
Diluted
$
0.14

 
$
(0.00
)
 
$
0.24

 
$
(0.01
)
Weighted average number of shares used in computing earnings per share:
 
 
 
 
 
 
 
Basic
65,299

 
65,920

 
65,222

 
66,319

Diluted
65,905

 
65,920

 
65,723

 
66,319

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

5





SEMTECH CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF
COMPREHENSIVE INCOME (LOSS)
(in thousands)
(unaudited)
 
  
Three Months Ended
 
Six Months Ended
 
July 31, 2016
 
July 26, 2015
 
July 31, 2016
 
July 26, 2015
Net income (loss)
$
8,978

 
$
(313
)
 
$
15,866

 
$
(455
)
Other comprehensive (loss) income, before tax:
 
 
 
 
 
 
 
Foreign currency hedge:
 
 
 
 
 
 
 
Unrealized (loss) gain on foreign currency cash flow hedges
(1,235
)
 

 
743

 

Adjustment for net gains realized and included in net income
(371
)
 

 
(458
)
 

Interest rate hedge:
 
 
 
 
 
 
 
Change in unrealized loss on interest rate cap

 
(14
)
 

 
(33
)
Adjustment for net losses realized and included in interest expense

 
154

 
85

 
269

Other comprehensive (loss) income, before tax
(1,606
)
 
140


370


236

Provision for taxes related to items of other comprehensive income (loss)

 
(56
)
 

 
(98
)
Other comprehensive (loss) income, net of tax
(1,606
)
 
84

 
370

 
138

Total comprehensive income (loss)
$
7,372

 
$
(229
)
 
$
16,236

 
$
(317
)
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

6





SEMTECH CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands, except share data)
 
July 31, 2016
 
January 31, 2016
 
(unaudited)
 
 
Assets
 
 
 
Current assets:
 
 
 
Cash and cash equivalents
$
238,887

 
$
211,810

Accounts receivable, less allowances of $5,225 at July 31, 2016 and $7,793 at January 31, 2016
56,953

 
44,132

Inventories
62,483

 
63,875

Prepaid taxes
5,636

 
5,236

Assets held for sale
3,312

 

Other current assets
13,172

 
16,168

Total current assets
380,443

 
341,221

Non-current assets:
 
 
 
Property, plant and equipment, net of accumulated depreciation of $152,516 at July 31, 2016 and $143,782 at January 31, 2016
97,408

 
101,006

Deferred tax assets
7,355

 
7,354

Goodwill
329,703

 
329,703

Other intangible assets, net
74,362

 
88,430

Other assets
59,399

 
43,803

TOTAL ASSETS
$
948,670

 
$
911,517

Liabilities and Stockholders’ Equity
 
 
 
Current liabilities:
 
 
 
Accounts payable
$
42,257

 
$
35,486

Accrued liabilities
41,218

 
41,204

Deferred revenue
9,810

 
8,628

Current portion - long-term debt
18,138

 
18,569

Total current liabilities
111,423

 
103,887

Non-current liabilities:
 
 
 
Deferred tax liabilities
16,298

 
6,802

Long term debt, less current portion
229,591

 
239,177

Other long-term liabilities
39,374

 
33,600

Stockholders’ equity:
 
 
 
Common stock, $0.01 par value, 250,000,000 shares authorized, 78,136,144 issued and 65,333,010 outstanding on July 31, 2016 and 78,136,144 issued and 64,998,368 outstanding on January 31, 2016
785

 
785

Treasury stock, at cost, 12,803,134 shares as of July 31, 2016 and 13,137,776 shares as of January 31, 2016
(260,672
)
 
(266,175
)
Additional paid-in capital
381,702

 
379,508

Retained earnings
429,146

 
413,280

Accumulated other comprehensive income
1,023

 
653

Total stockholders’ equity
551,984

 
528,051

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY
$
948,670

 
$
911,517

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

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SEMTECH CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
(unaudited)
 
Six Months Ended
 
July 31, 2016
 
July 26, 2015
Cash flows from operating activities:
 
 
 
Net income (loss)
$
15,866

 
$
(455
)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
 
 
 
Depreciation, amortization and impairments
23,887

 
24,020

Accretion of deferred financing costs and debt discount
332

 
660

Deferred income taxes
9,495

 
(430
)
Stock-based compensation
11,804

 
8,282

Earn-out liabilities
(162
)
 
568

Environmental reserve
(66
)
 
2,855

Loss on disposition of property, plant and equipment
66

 
23

Changes in assets and liabilities:
 
 
 
Accounts receivable, net
(12,821
)
 
7,977

Inventories
1,374

 
(6,335
)
Prepaid expenses and other assets
(12,643
)
 
988

Accounts payable
3,170

 
15,960

Accrued liabilities
5,070

 
(9,353
)
Deferred revenue
1,182

 
1,042

Income taxes payable and prepaid taxes
(4,859
)
 
1,398

Other liabilities
3,772

 
1,546

Net cash provided by operating activities
45,467

 
48,746

Cash flows from investing activities:
 
 
 
Purchase of property, plant and equipment
(5,348
)
 
(8,244
)
Acquisitions, net of cash acquired

 
(34,932
)
Purchases of other investments
(1,248
)
 
(3,230
)
Proceeds from sale of equity investments

 
5,261

Net cash used in investing activities
(6,596
)
 
(41,145
)
Cash flows from financing activities:
 
 
 
Borrowings under line of credit

 
35,000

Payment for employee stock-based compensation payroll taxes
(2,849
)
 
(4,073
)
Proceeds from exercises of stock options
968

 
2,968

Repurchase of outstanding common stock
(539
)
 
(49,847
)
Payment of long term debt
(9,374
)
 
(9,375
)
Net cash used in financing activities
(11,794
)
 
(25,327
)
Net increase (decrease) in cash and cash equivalents
27,077

 
(17,726
)
Cash and cash equivalents at beginning of period
211,810

 
230,328

Cash and cash equivalents at end of period
$
238,887

 
$
212,602

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

8





SEMTECH CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Note 1: Organization and Basis of Presentation
Nature of Business
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 other quarters generally end on the last Sunday of April, July and October. All quarters consist of 13 weeks except for one 14-week period in the fourth quarter of 53-week years. The second quarter of fiscal years 2017 and 2016 each consisted of 13 weeks.
Principles of Consolidation
The accompanying interim unaudited condensed consolidated financial statements have been prepared by the Company, in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial information and the instructions to quarterly report on Form 10-Q under the Securities Exchange Act of 1934, as amended, and Article 10 of Regulation S-X. In the opinion of the Company, these unaudited statements contain all adjustments (consisting of normal recurring adjustments) necessary to present fairly, in all material respects, the financial position of the Company for the interim periods presented. All significant intercompany balances have been eliminated. Certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations, and the Company believes that the included disclosures are adequate to make the information presented not misleading. The Company evaluated all subsequent events through the date these interim condensed consolidated financial statements were issued.
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 dates.
These interim unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and the notes thereto included in the Company’s Annual Report on Form 10-K for the year ended January 31, 2016. The results reported in these interim unaudited condensed consolidated financial statements should not be regarded as indicative of results that may be expected for any subsequent period or for the entire year.
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 14 for further discussion). In fiscal year 2016, the Company updated its assessment of its operations in light of its restructuring efforts (see Note 17 for further discussion) and strategic business decisions. Based on this assessment, the Company identified five operating segments in total. Four of the operating segments aggregate into one reportable segment, the Semiconductor Products Group. The remaining operating segment, the Systems Innovation Group (shown as “All others”), could not be aggregated with the other operating segments and did not meet the criteria for a separate reportable segment as defined by the guidance regarding segment disclosure. 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. On August 5, 2016, the Company completed its divestiture of its Snowbush IP business (previously part of the Company’s Systems Innovation Group) to Rambus Inc. (“Rambus”) for a purchase price of approximately $32.0 million in cash along with the opportunity to receive additional payments from Rambus through 2022 based upon a percentage of sales by Rambus of new products expected to be developed by Rambus from the disposed assets. Following this divestiture, beginning in the third quarter of fiscal year 2017, the Company will no longer have a Systems Innovation Group or an “All others” category.
Use of Estimates
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities 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.
Derivatives and Hedging Activities
Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 815, Derivatives and Hedging, provides the disclosure requirements for derivatives and hedging activities with the intent to provide users of financial statements with an enhanced understanding of: (a) how and why an entity uses derivative instruments, (b) how the entity accounts for derivative instruments and related hedged items, and (c) how derivative instruments and related hedged items affect an entity’s financial position, financial performance, and cash flows. Further, qualitative disclosures are required that explain the Company’s objectives and strategies for using derivatives, as well as quantitative disclosures about the fair value of and gains and losses on derivative instruments, and disclosures about credit-risk-related contingent features in derivative instruments.
As required by ASC 815, the Company records all derivatives on the balance sheet at fair value. The accounting for changes in the fair value of derivatives depends on the intended use of the derivative, whether the Company has elected to designate a derivative in a hedging relationship and apply hedge accounting and whether the hedging relationship has satisfied the criteria necessary to apply hedge accounting. Derivatives designated and qualifying as a hedge of the exposure to variability in expected future cash flows, or other types of forecasted transactions, are considered cash flow hedges. Hedge accounting generally provides for the matching of the timing of gain or loss recognition on the hedging instrument with the recognition of the changes in the fair value of the hedged asset or liability that are attributable to the hedged risk in a fair value hedge or the earnings effect of the hedged forecasted transactions in a cash flow hedge. The Company may enter into derivative contracts that are intended to economically hedge certain of its risk, even though hedge accounting does not apply or the Company elects not to apply hedge accounting.
In accordance with the FASB’s fair value measurement guidance, the Company made an accounting policy election to measure the credit risk of its derivative financial instruments that are subject to master netting agreements on a net basis by counterparty portfolio.
Recent Accounting Pronouncements
In February 2016, FASB issued Accounting Standards Update (“ASU”) No. 2016-02, Leases (Topic 842), which will require that 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 does not expect the adoption of this update to have a material impact 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 will apply 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 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 does not expect the adoption of this update to have a material impact on its consolidated financial statements.
In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606), which will require 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.

9





Note 2: Acquisitions
Triune Systems, L.L.C
On March 4, 2015, the Company acquired Triune Systems, L.L.C., a privately-held supplier of isolated switching, wireless charging and power management platforms targeted at, among other things, high and low power, high efficiency applications. Under the terms of the purchase agreement, the Company acquired all of the outstanding equity interest in Triune for a guaranteed minimum purchase price of $45.0 million consisting of $35.0 million in cash paid at closing, with an additional cash consideration of $10.0 million of which $9.5 million was paid in September 2015 and $0.5 million was paid in the second quarter of fiscal year 2017. 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).
Subject to achieving certain future financial goals (“Triune Earn-out”), up to $70.0 million of contingent consideration will be paid over the next two years if certain net revenue targets are achieved in each of fiscal years 2017 and 2018. An additional payment of up to $16.0 million will be paid after fiscal year 2018 if certain cumulative net revenue and contribution margin targets are achieved.

The Triune Earn-out targets for fiscal year 2016 were not met and the Company does not expect the fiscal year 2017 or 2018 targets to be achieved. The fair value of the Triune Earn-out liability was zero as of July 31, 2016. See Notes 7 and 12.

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. The Company expects that all such goodwill will be deductible for tax purposes.

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

Core technologies
10,000

Customer relationships
2,000

Goodwill
49,384

Current liabilities
(1,287
)
Earn-out liability
(16,200
)
Total acquisition consideration
$
45,000


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. 
Net revenues and earnings attributable to Triune since the acquisition date have not been 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.

10





EnVerv, Inc.
On January 13, 2015, the Company paid $4.9 million to acquire select assets from EnVerv, Inc., a privately-held supplier of power line communications 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 have not been 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.
Note 3: Earnings (Loss) per Share
The computation of basic and diluted earnings (loss) per common share is as follows:
 
Three Months Ended
 
Six Months Ended
(in thousands, except per share amounts)
July 31, 2016
 
July 26, 2015
 
July 31, 2016
 
July 26, 2015
Net income (loss)
$
8,978

 
$
(313
)
 
$
15,866

 
$
(455
)
 
 
 
 
 
 
 
 
Weighted average common shares outstanding - basic
65,299

 
65,920

 
65,222

 
66,319

Dilutive effect of options and restricted stock units
606

 

 
501

 

Weighted average common shares outstanding - diluted
65,905

 
65,920

 
65,723

 
66,319

 
 
 
 
 
 
 
 
Basic earnings (loss) per common share
$
0.14

 
$
(0.00
)
 
$
0.24

 
$
(0.01
)
Diluted earnings (loss) per common share
$
0.14

 
$
(0.00
)
 
$
0.24

 
$
(0.01
)
 
 
 
 
 
 
 
 
Anti-dilutive shares not included in the above calculations
1,466

 
2,894

 
1,774

 
2,418

Basic earnings (loss) per common share is computed by dividing net income (loss) available to common stockholders by the weighted-average number of shares of common stock outstanding during the reporting period. Diluted earnings (loss) per common share incorporate the incremental shares issuable, calculated using the treasury stock method, upon the assumed exercise of stock options and the vesting of restricted stock.

11





Note 4: 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 technology licenses as part of “Net sales.” Historically, revenue from these arrangements has not been significant though it is part of the Company's recurring ordinary business.
The Company defers revenue recognition on shipment of products to certain customers, principally distributors, under agreements which provide for limited pricing credits or return privileges, until these products are sold through to end-users or the return privileges lapse. For sales subject to certain pricing credits or return privileges, the amount of future pricing credits or inventory returns cannot be reasonably estimated given the relatively long period in which a particular product may be held by the customer. Therefore, the Company has concluded that sales to customers under these 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 condensed 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 the second quarters of fiscal years 2017 or 2016.
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 condensed consolidated balance sheets 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.

12





Note 5: 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 for the three and six months ended July 31, 2016 and July 26, 2015.
 
 
Three Months Ended
 
Six Months Ended
(in thousands)
July 31, 2016
 
July 26, 2015
 
July 31, 2016
 
July 26, 2015
Cost of sales
$
372

 
$
400

 
$
749

 
$
875

Selling, general and administrative
4,183

 
(141
)
 
8,036

 
3,073

Product development and engineering
1,542

 
2,076

 
3,019

 
4,333

Stock-based compensation
$
6,097

 
$
2,335

 
$
11,804

 
$
8,281

Net change in stock-based compensation capitalized into inventory
$
(13
)
 
$
204

 
$
(18
)
 
$
279

Grant Date Fair Values and Underlying Assumptions: Contractual Terms
The Company uses the Black-Scholes pricing model to value stock options. The estimated fair value of restricted stock units, for which vesting is not linked to a market condition, is calculated based on the market price of the Company’s common stock on the date of grant. For restricted stock units that vest according to a market condition, the Company uses a Monte Carlo simulation model to value the award.
Some of the restricted stock units granted in the first six months of fiscal year 2017 and prior years are classified as liabilities rather than equity. For grants classified as equity, stock-based compensation cost is measured at the grant date, based on the fair value of the award, and is recognized as an expense over the grantee’s requisite service period. For grants classified as liabilities, stock-based compensation cost is measured at fair value at the end of each reporting period until the date of settlement, and is recognized as an expense over the grantee’s requisite service period. Expected volatilities are based on historical volatility using daily and monthly stock price observations.
The following table summarizes the assumptions used in the Black-Scholes model to determine the fair value of stock options granted in the three and six months ended July 31, 2016 and July 26, 2015, respectively:
 
 
Three Months Ended
 
Six Months Ended
 
July 31, 2016
 
July 26, 2015
 
July 31, 2016
 
July 26, 2015
Expected lives, in years
4.2
 
4.2
 
4.1 - 4.5
 
4.2 - 4.3
Estimated volatility
32%
 
32%
 
32%
 
29% - 32%
Dividend yield
 
 
 
Risk-free interest rate
1.3%
 
1.3%
 
1.1% - 1.3%
 
1.24% - 1.29%
Weighted average fair value on grant date
$5.84
 
$6.50
 
$4.86
 
$7.32


13





Stock Options. The Company has historically granted stock options to both employees and non-employee directors. The fair values of these grants were measured on the grant date. The grant dates for these awards are 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 the six months ended July 31, 2016:
 
 
 
 
 
 
 
 
 
 
 
 
(in thousands, except for per share amounts)
Number
of
Shares
 
Weighted
Average
Exercise
Price
(per share)
 
Aggregate
Intrinsic
Value
 
Aggregate
Unrecognized
Compensation
 
Number of
Shares
Exercisable
 
Weighted
Average
Contractual
Term
(in years)
Balance at January 31, 2016
1,507

 
$
25.18

 
$
962

 
$
3,748

 
775
 
 
Options granted
228

 
17.61

 
 
 
 
 
 
 
 
Options exercised
(53
)
 
17.64

 
292

 
 
 
 
 
 
Options cancelled/forfeited
(78
)
 
22.52

 
 
 
 
 
 
 
 
Balance at July 31, 2016
1,604

 
$
24.48

 
$
4,311

 
$
3,542

 
865
 
 
Exercisable at July 31, 2016
865

 
$
26.56

 
$
1,073

 
 
 
 
 
2.4
Performance-Based Restricted Stock Units. The Company grants performance-based restricted stock units to select employees. These awards have a performance condition in addition to a service condition. The performance metrics are determined based on a pre-defined cumulative three-year performance of the Company’s net revenue and non-GAAP 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 582,032 shares and an additional 582,032 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 582,032 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 July 31, 2016, the performance metrics associated with the outstanding awards issued in fiscal years 2017 and 2016 are expected to be met at a level which would result in a grant at 190% and 0% of target, respectively.
In the first quarter of fiscal year 2016, the Company granted performance-based vesting restricted stock units to select employees as part of the EnVerv acquisition. These awards have a performance condition in addition to a service condition. The performance metrics are determined based on a pre-defined net revenue target. In addition to the performance vesting condition, these awards have a requisite four year vesting term (which is also the requisite vesting period) whereby 25% will vest, subject to attainment of the performance condition, on each anniversary of the grant date. Under the terms of these awards, assuming the highest performance level of 100% with no cancellations due to forfeitures, the maximum number of shares that can be earned would be 24,000. At July 31, 2016, the performance metrics associated with the outstanding awards issued in fiscal year 2016 are not expected to be met which would result in none of the shares being issued.

The performance-based restricted stock units are valued as of the measurement date and expense is recognized on a straight line basis for the awards expected to vest based on the probability of attainment of the performance condition for each separately vesting portion of the award.


14





The following table summarizes the activity for performance-based restricted stock units for the six months ended July 31, 2016:
 
 
 
Subject to
Share Settlement
 
Subject to
Cash Settlement
 
Weighted 
Average
Grant Date Fair Value
(per unit)
 
Aggregate Unrecognized
Compensation
 
Weighted Average Period Over
Which Expected to be Recognized
(in years)
(in thousands, except for per unit amounts)
Total
Units
 
Units
 
Units
 
Recorded
Liability
 
 
 
Balance at January 31, 2016
384

 
203

 
181

 
$
237

 
$
26.57

 
$
1,925

 
1.5
Performance-based units granted
231

 
116

 
115

 
 
 
17.51

 
 
 
 
Performance-based units vested

 

 

 
 
 

 
 
 
 
Performance-based units cancelled/forfeited
(12
)
 
(6
)
 
(6
)
 
 
 
17.51

 
 
 
 
Change in liability
 
 
 
 
 
 
321

 
 
 
 
 
 
Balance at July 31, 2016
603

 
313

 
290

 
$
558

 
$
23.29

 
$
7,989

 
1.6

Changes in the liability associated with performance-based restricted stock units, which is recorded in “Other long-term liabilities” within the condensed consolidated balance sheets, is due to changes in proportionate vesting and estimated forfeitures, re-measurement adjustments related to changes in market value and changes in the expected performance results.

Market Performance Restricted Stock Units. On February 26, 2014, the Company granted its CEO restricted stock units with a market performance condition. The award is eligible to vest during the period commencing February 26, 2014 and ending February 26, 2019 (the “Performance Period”) as follows: 30% of the restricted stock units covered by the award will vest if, during any consecutive 120 calendar day period that commences and ends during the Performance Period, the average per-share closing price of the Company’s common stock equals or exceeds $35.00 (“Tranche 1”) and the award will vest in full if, during any consecutive 120 calendar day period that commences and ends during the Performance Period, the average per-share closing price of the Company’s common stock equals or exceeds $40.00 (“Tranche 2”). The award will also vest if a majority change in control of the Company occurs during the Performance Period and, in connection with such event, the Company’s stockholders become entitled to receive per-share consideration having a value equal to or greater than $40.00. The fair value of the awards was determined to be $17.26 and $14.88 for Tranche 1 and Tranche 2, respectively, on the grant date by application of the Monte Carlo simulation model.
The following table summarizes the activity for market performance restricted stock units for the six months ended July 31, 2016:
 
 
 
Weighted 
Average
Grant Date Fair Value
(per unit)
 
Aggregate Unrecognized
Compensation
 
Period Over
Which Expected to be Recognized
(in years)
(in thousands, except for per unit amounts)
Total
Units
 
 
 
Balance at January 31, 2016
220

 
$
15.59

 
$
143

 
0.1
Market performance units granted

 

 
 
 
 
Market performance units vested

 

 
 
 
 
Market performance units cancelled/forfeited

 

 
 
 
 
Balance at July 31, 2016
220

 
$
15.59

 
$

 
0.0


15





Restricted Stock Units, Employees. The Company grants restricted stock units to employees which are expected to be settled with stock. The grant date for these awards is equal to the measurement date. These awards are valued as of the measurement date and recognized as an expense over the requisite vesting period (typically 4 years).

The following table summarizes the employees’ restricted stock unit activity for the six months ended July 31, 2016:
(in thousands, except for per unit amounts)
Number of
Units
 
Weighted Average
Grant Date
Fair Value
(per unit)
 
Aggregate
Intrinsic
Value (1)
 
Aggregate
Unrecognized
Compensation
 
Weighted Average
Period Over
Which Expected
to be Recognized
(in years)
Balance at January 31, 2016
2,032

 
$
23.70

 
 
 
$
35,692

 
2.4
Stock units granted
629

 
18.38

 
 
 
 
 
 
Stock units vested
(360
)
 
27.82

 
$
7,152

 
 
 
 
Stock units forfeited
(128
)
 
20.56

 
 
 
 
 
 
Balance at July 31, 2016
2,173

 
$
21.67

 
 
 
$
35,623

 
2.4

(1)
Reflects the value of Semtech Corporation stock on the date that the restricted stock unit vested.
Restricted Stock Units, Cash Settled, Non-Employee Directors. The Company maintains a compensation program pursuant to which restricted stock units are granted to the Company’s directors that are not employed by the Company or any of its subsidiaries. In June 2015, the Company changed its director compensation program so that a portion of the restricted stock units granted under the program would be settled in cash and a portion would be settled in stock. Restricted stock units awarded under the program are scheduled to vest on the earlier of (i) one year after the grant date or (ii) the day immediately preceding the annual meeting of shareholders in the year following the grant. The portion of a restricted stock unit award under the program that is to be settled in cash will, subject to vesting, be settled when the director who received the award separates from the board of directors. The portion of a restricted stock unit award under the program that is to be settled in stock will, subject to vesting, be settled promptly following vesting. There were no changes to the terms and conditions of the existing awards.

The restricted stock units that are to be settled in cash are accounted for as liabilities. Because these awards are not typically settled until a non-employee director’s separation from service, the value of these awards is re-measured at the end of each reporting period until settlement. The following table summarizes the non-employee directors’ activity for restricted stock units settled in cash for the
six months ended July 31, 2016:
 
(in thousands, except for per unit amounts)
Number of
Units
 
Recorded
Liability
 
Weighted Average
Grant Date
Fair Value
(per unit)
 
Aggregate
Unrecognized
Compensation
 
Period Over
Which Expected
to  be Recognized
(in years)
Balance at January 31, 2016
28

 
$
3,870

 
$
19.70

 
$
221

 
0.4
Stock units granted
25

 
 
 
23.40

 
 
 
 
Stock units vested
(30
)
 
 
 
19.65

 
 
 
 
Stock units forfeited

 
 
 

 
 
 
 
Change in liability
 
 
565

 
 
 
 
 
 
Balance at July 31, 2016
23
 
$
4,435

 
$
23.67

 
$
580

 
0.9
As of July 31, 2016, the total number of vested but unsettled restricted stock units for non-employee directors is 173,657 units. As of July 31, 2016, $4.4 million of the liability associated with these awards is included in “Other long-term liabilities” within the condensed consolidated balance sheet.

16





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 the six months ended July 31, 2016:
 
(in thousands, except for per unit amounts)
Number of
Units
 
Weighted Average
Grant Date
Fair Value
(per unit)
 
Aggregate Intrinsic Value (1)
 
Aggregate
Unrecognized
Compensation
 
Period Over
Which Expected
to  be Recognized
(in years)
Balance at January 31, 2016
24

 
$
19.70

 
 
 
$
186

 
0.4
Stock units granted
21

 
23.40

 
 
 
 
 
 
Stock units vested
(25
)
 
24.16

 
$

 
 
 
 
Stock units forfeited

 

 
 
 
 
 
 
Balance at July 31, 2016
20

 
$
23.67

 
 
 
$
70

 
0.9

(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 or the three or six month periods ended July 31, 2016 and July 26, 2015.

17





Note 6: Investments
Investments that have original maturities of three months or less are accounted for as cash equivalents. This includes money market funds, time deposits and United States (“U.S.”) government obligations. Temporary and long-term investments consist of government, bank and corporate obligations, with original maturity dates in excess of three months. Temporary investments have original maturities in excess of three months, but mature within twelve months of the balance sheet date. Long-term investments have original maturities in excess of twelve months. The Company determines the cost of securities sold based on the specific identification method. Realized gains or losses are reported in “Non-operating expense, net” within the unaudited condensed consolidated statements of operations.
The Company classifies its investments as “available-for-sale” because it may sell some securities prior to maturity. The Company’s investments are subject to market risk, primarily interest rate and credit risks. The Company’s investments are managed by a limited number of outside professional managers that operate within investment guidelines set by the Company. These guidelines include specified permissible investments, minimum credit quality ratings and maximum average duration restrictions and are intended to limit market risk by restricting the Company’s investments to high quality debt instruments with relatively short-term maturities.
As of July 31, 2016, the Company did not have any long-term investments.
The following table summarizes the Company’s available-for-sale investments:
 
July 31, 2016
 
January 31, 2016
(in thousands)
Market Value
 
Adjusted
Cost
 
Gross
Unrealized Gain
 
Market Value
 
Adjusted
Cost
 
Gross
Unrealized
Gain
Cash equivalents
$
16,901

 
$
16,901

 
$

 
$
16,866

 
$
16,866

 
$

Total investments
$
16,901

 
$
16,901

 
$

 
$
16,866

 
$
16,866

 
$

The following table summarizes the maturities of the Company’s available-for-sale investments:
 
July 31, 2016
 
January 31, 2016
(in thousands)
Market Value
 
Adjusted Cost
 
Market Value
 
Adjusted Cost
Within 1 year
$
16,901

 
$
16,901

 
$
16,866

 
$
16,866

After 1 year through 5 years

 

 

 

Total investments
$
16,901

 
$
16,901

 
$
16,866

 
$
16,866

Unrealized gains and losses are the result of fluctuations in the market value of the Company’s available-for-sale investments and are included in “Accumulated other comprehensive income” within the condensed consolidated balance sheets. The following table summarizes net unrealized losses arising in the periods presented in addition to the tax associated with these comprehensive income items:
 
Three Months Ended
 
Six Months Ended
(in thousands)
July 31, 2016
 
July 26, 2015
 
July 31, 2016
 
July 26, 2015
Unrealized gain (loss), net of tax
$

 
$
84

 
$
(85
)
 
$
138

Increase to deferred tax liability

 
56

 

 
98

The Company did not generate any significant interest income in the three or six month periods ended July 31, 2016 and July 26, 2015.
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. The Company’s total equity investments were $20.2 million as of both July 31, 2016 and January 31, 2016. All of these investments are in private companies 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)
July 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 cost method investments for indicators of impairment at July 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.
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 the Company acquired preferred stock and a call option that is exercisable through June 30, 2018, that would allow the Company 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.

18





Note 7: Fair Value Measurements
Instruments Measured at Fair Value on a Recurring Basis
Financial assets and liabilities measured and recorded at fair value on a recurring basis consisted of the following types of instruments:
 
Fair Value as of July 31, 2016
 
Fair Value as of January 31, 2016
(in thousands)
Total
 
(Level 1)
 
(Level 2)
 
(Level 3)
 
Total
 
(Level 1)
 
(Level 2)
 
(Level 3)
Financial Assets:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Cash equivalents
$
16,901

 
$
16,901

 
$

 
$

 
$
16,866

 
$
16,866

 
$

 
$

Derivative financial instruments
766

 

 
766

 

 

 

 

 

Total financial assets
$
17,667

 
$
16,901

 
$
766

 
$

 
$
16,866

 
$
16,866

 
$

 
$

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Financial liabilities:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Triune Earn-out
$

 
$

 
$

 
$

 
$

 
$

 
$

 
$

Cycleo Earn-out
1,295

 

 

 
1,295

 
1,457

 

 

 
1,457

Derivative financial instruments
483

 

 
483

 

 

 

 

 

Total financial liabilities
$
1,778


$


$
483


$
1,295


$
1,457


$


$


$
1,457

The Company’s available-for-sale securities consist primarily of money market accounts that do not have a stated maturity date.
The fair values of the foreign exchange forward contracts are valued using Level 2 inputs. Foreign currency forward contracts are valued using readily available foreign currency forward and interest rate curves. The fair value of each contract is determined by comparing the contract rate to the forward rate and discounting to the present value. Contracts in a gain position are recorded in the condensed consolidated balance sheets under the caption “Other current assets” and the value of contracts in a loss position are recorded under the caption “Accrued liabilities” within the condensed consolidated balance sheets. Please see Note 19 for further discussion of the Company’s derivative instruments.
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 (see “Earn-out Liability” in Note 12) 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 respective 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 Triune 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 the Company’s contingent earn-out liabilities related to the time component of the present value calculation are reported in "Interest expense" within the unaudited condensed consolidated statements of operations. Adjustments to the estimated fair value related to changes in all other unobservable inputs are reported in operating income.

19





A reconciliation of the change in the earn-out liability during the six months ended July 31, 2016 is as follows:
(in thousands)
Cycleo
 
Triune
 
Total
Balance at January 31, 2016
$
1,457

 
$

 
$
1,457

Changes in the fair value of contingent earn-out obligations
(162
)
 

 
(162
)
Balance as of July 31, 2016
$
1,295

 
$

 
$
1,295

Financial assets measured and recorded at fair value on a recurring basis were presented within the Company’s condensed consolidated balance sheets as follows:
 
Fair Value as of July 31, 2016
 
Fair Value as of January 31, 2016
(in thousands)
Total
 
(Level 1)
 
(Level 2)
 
(Level 3)
 
Total
 
(Level 1)
 
(Level 2)
 
(Level 3)
Financial assets:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Cash equivalents
$
16,901

 
$
16,901

 
$

 
$

 
$
16,866

 
$
16,866

 
$

 
$

Derivative financial instruments
766

 

 
766

 

 

 

 

 

Total financial assets
$
17,667

 
$
16,901

 
$
766

 
$

 
$
16,866

 
$
16,866

 
$

 
$

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Financial liabilities:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Cycleo Earn-Out
$
1,295

 
$

 
$

 
$
1,295

 
$
1,457

 
$

 
$

 
$
1,457

Derivative financial instruments
483

 

 
483

 

 

 

 

 

Total financial liabilities
$
1,778


$


$
483


$
1,295


$
1,457


$


$


$
1,457

During the six months ended July 31, 2016, the Company had no transfers of financial assets or liabilities between Level 1, Level 2 or Level 3. As of July 31, 2016 and January 31, 2016, 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 $67.8 million and $77.1 million and Revolving Commitments (as defined in Note 10) is $181.0 million as of both July 31, 2016 and January 31, 2016, respectively. These are based on Level 2 inputs which are derived from transactions with similar amounts, maturities, credit ratings and payment terms.
Assets and Liabilities Recorded at Fair Value on a Non-Recurring Basis
The Company reduces the carrying amounts of its goodwill, intangible assets, long-lived assets and non-marketable equity securities to fair value when held for sale or determined to be impaired.
For its investment in equity interests, the Company has not identified events or changes in circumstances that may have a significant adverse effect on the fair value of its equity investments during the first six months of fiscal year 2017.
Note 8: 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)
July 31, 2016
 
January 31, 2016
Raw materials
$
2,993

 
$
2,094

Work in progress
41,500

 
40,940

Finished goods
17,990

 
20,841

Inventories
$
62,483

 
$
63,875


20





Note 9: Goodwill and Intangible Assets
Goodwill – Changes in the carrying amount of goodwill were as follows:
(in thousands)
Signal Integrity
 
Power and High Reliability
 
Wireless and Sensing
 
Total
Balance at January 31, 2016
$
261,891

 
$
49,384

 
$
18,428

 
$
329,703

Additions

 

 

 

Balance at July 31, 2016
$
261,891

 
$
49,384

 
$
18,428

 
$
329,703

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 14). The difference between the fair value and the carrying amount of these reporting units is one of several factors the Company will consider before reaching its conclusion about whether to perform the first step of the goodwill impairment test.
Goodwill was tested for impairment as of November 30, 2015, the date of the Company’s annual impairment review, at the reporting unit level for Signal Integrity, Power and High Reliability and Wireless and Sensing. The Company estimated the fair values using an income approach, as well as other generally accepted valuation methodologies. The cash flows for each reporting unit were based on discrete financial forecasts developed by management for planning purposes. Cash flows beyond the discrete forecasts were estimated using a terminal value calculation, which incorporated historical and forecasted financial trends for each identified reporting unit and considered perpetual earnings growth rates for publicly traded peer companies.
Goodwill is measured at fair value on a non-recurring basis. That is, goodwill is not measured at fair value on an ongoing basis, but is subject to fair value adjustments using Level 3 inputs in certain circumstances (e.g., when there is evidence of impairment). At July 31, 2016, the Company concluded that there were no indicators of such impairment.
Purchased Intangibles – The following table sets forth the Company’s finite-lived intangible assets resulting from business acquisitions and technology licenses purchased, which continue to be amortized:
 
 
 
July 31, 2016
 
January 31, 2016
(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
 
$
144,930

 
$
(82,568
)
 
$
62,362

 
$
148,210

 
$
(74,006
)
 
$
74,204

Customer relationships
5-10 years
 
30,030

 
(18,047
)
 
11,983

 
30,030

 
(15,847
)
 
14,183

Technology licenses (1)
2 years
 
100

 
(83
)
 
17

 
100

 
(57
)
 
43

Other intangibles assets
1-5 years
 
6,600

 
(6,600
)
 

 
6,600

 
(6,600
)
 

Total finite-lived intangible assets
 
 
$
181,660

 
$
(107,298
)
 
$
74,362

 
$
184,940

 
$
(96,510
)
 
$
88,430

 
(1)
Technology licenses relate to end-license agreements for intellectual property that is used by the Company in research and development activities and also has alternative future uses. Amortization expense related to technology licenses is reported as “Product development and engineering” within the unaudited condensed consolidated statements of operations.
For the three months ended July 31, 2016 and July 26, 2015, amortization expense related to acquired finite-lived intangible assets was $6.3 million and $6.2 million, respectively. For the six months ended July 31, 2016 and July 26, 2015, amortization expense related to acquired finite-lived intangible assets was $12.7 million and $12.3 million, respectively. Amortization expense related to acquired finite-lived intangible assets is reported as “Intangible amortization” within the unaudited condensed consolidated statements of operations.

21





The estimated annual amount of future amortization expense for all finite-lived intangible assets will be as follows:
(in thousands)
 
 
 
 
 
 
 
To be recognized in:
Core Technologies
 
Customer Relationships
 
Technology Licenses
 
Total
Remaining six months of fiscal year 2017
$
10,372

 
$
2,200

 
$
17

 
$
12,589

Fiscal year 2018
20,744

 
4,400

 

 
25,144

Fiscal year 2019
17,332

 
4,400

 

 
21,732

Fiscal year 2020
9,905

 
950

 

 
10,855

Fiscal year 2021
3,056

 
33

 

 
3,089

Thereafter
953

 

 

 
953

Total expected amortization expense
$
62,362

 
$
11,983

 
$
17

 
$
74,362

As of July 31, 2016, the Company had no intangible assets classified as having an indefinite life.

22





Note 10: 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 July 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 Credit Agreement in U.S. Dollars accrues, at Semtech’s option, at a rate per annum equal to (1) the Base Rate plus a margin ranging from 0.25% to 1.25% depending upon Semtech’s consolidated leverage ratio or (2) London Interbank Offered Rate (“LIBOR”) (determined with respect to deposits in U.S. Dollars) for an interest period to be selected by Semtech plus a margin ranging from 1.25% to 2.25% depending upon Semtech’s consolidated leverage ratio. The “Base Rate” is equal to a fluctuating rate equal to the highest of (a) the prime rate (as published by The Wall Street Journal), (b) ½ of 1% above the federal funds effective rate or (c) one-month LIBOR (determined with respect to deposits in U.S. Dollars) plus 1%. Alternative Currencies, other than Canadian Dollars, accrues at a rate per annum equal to LIBOR (determined with respect to deposits in the applicable Alternative Currency) for an interest period to be selected by Semtech plus a margin ranging from 1.25% to 2.25% depending upon Semtech’s consolidated leverage ratio. Interest on loans in Canadian Dollars accrues at a rate per annum equal to the CDOR Rate (as defined below) for an interest period to be selected by Semtech plus a margin ranging from 1.25% to 2.25% depending upon Semtech’s consolidated leverage ratio. The “CDOR Rate” for any interest period is the rate equal to the sum of: (a) the rate determined by the administrative agent with reference to the arithmetic average of the discount rate quotations of all institutions listed for CAD Dollar-denominated bankers’ acceptances displayed and identified on the “Reuters Screen CDOR Page” and (b) 0.10% per annum. CDOR Commitment fees on the unused portion of the Revolving Commitments accrue at a rate per annum ranging from 0.20% to 0.45% depending upon Semtech’s consolidated leverage ratio. Interest is paid monthly for a Base Rate loan and swing line loan and quarterly for a Euro dollar rate loan. Interest is payable on the revolving line of credit maturity date in the case of Revolving Commitments and the additional term maturity date in the case of additional Term Loans, respectively. As of July 31, 2016, the interest rates payable on both the Term Loans and the Revolving Commitments was 2.75%.
As of July 31, 2016, there was $67.8 million outstanding under the Term Loans. Under the terms of the Credit Agreement, the Company is required to make $4.7 million in quarterly principal payments on the Term Loans through the second quarter of fiscal year 2018. Beginning in the third quarter of fiscal year 2018, the required quarterly principal payments will increase to $7.5 million. Quarterly principal payments for Term Loans are due beginning on the last day of the Company’s fiscal quarter-end and will continue through April 30, 2018. The principal payments related to the Term Loans are due as follows: $9.4 million remaining in fiscal year 2017; $24.4 million remaining in fiscal year 2018. The final remaining principal payment is due on the maturity date of May 1, 2018.
There are no scheduled principal payments for the Revolving Commitments which had an outstanding balance of $181.0 million at July 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 2).

23





All obligations of Semtech Corporation under the Facilities are unconditionally guaranteed by each of the Guarantors and are secured by a first priority security interest in substantially all of the assets of Semtech Corporation and the Guarantors, subject to certain customary exceptions.
Semtech Corporation and the Guarantors are subject to customary covenants under the Facilities, including the maintenance of a minimum interest ratio of 3.50:1.00 and a maximum total consolidated leverage ratio of 3.00:1.00. Semtech Corporation was in compliance with such financial covenants as of July 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.
Note 11: Income Taxes
The Company’s effective tax rate differs from the statutory federal income tax rate of 35% due primarily to regional mix of income, valuation allowances in the U.S., and certain undistributed foreign earnings for which no U.S. taxes are provided because such earnings are intended to be indefinitely reinvested outside of the U.S.
The Company uses a two-step approach to recognize and measure uncertain tax positions (“UTP”). The first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates that it is more likely than not that the position will be sustained on audit, including resolution of related appeals or litigation processes, if any. The second step is to measure the tax benefit as the largest amount that is more than 50% likely of being realized upon ultimate settlement.
A reconciliation of the beginning and ending amount of net unrecognized tax benefits is as follows:
(in thousands)
 
Balance at January 31, 2016
$
8,432

Additions based on tax positions related to the current year
117

Reductions for tax positions of prior years, net

Reductions for settlements with tax authorities
(84
)
Balance as of July 31, 2016
$
8,465

The gross unrecognized tax benefit (before federal impact of state items) was $10.6 million at both July 31, 2016 and January 31, 2016. Included in the balance of unrecognized tax benefits at July 31, 2016 and January 31, 2016, is $8.5 million and $8.4 million of net tax benefit (after federal impact of state items), respectively, that, if recognized, would impact the effective tax rate, subject to the valuation allowance.
The liability for UTP is reflected within the condensed consolidated balance sheets as follows:        
 
(in thousands)
July 31, 2016
 
January 31, 2016
Deferred tax assets - non-current
$
7,195

 
$
7,162

Other long-term liabilities
1,270

 
1,270

Total accrued taxes
$
8,465

 
$
8,432

The Company’s policy is to include net interest and penalties related to unrecognized tax benefits within the provision for taxes within the unaudited condensed consolidated statements of comprehensive income (loss). The Company had approximately $293,000 of net interest and penalties accrued at July 31, 2016 and January 31, 2016.
Tax years prior to 2012 (the Company’s fiscal year 2013) are generally not subject to examination by the U.S. Internal Revenue Service (“IRS”) except for items involving tax attributes that have been carried forward to tax years whose statute of limitations remains open. 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 reserves for UTP's 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 2015. The Company is also subject to routine examinations by various foreign tax jurisdictions in which it operates.

24





Note 12: Commitments and Contingencies

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.

From time to time, the Company is involved in various claims, litigation, and other legal actions that are normal to the nature of its business, including with respect to intellectual property, contract, product liability, employment, and environmental matters. The Company’s evaluation of legal matters and proceedings often involves a series of complex assessments by management about future events and can rely heavily on estimates and assumptions. While the consequences of certain unresolved matters and proceedings are not presently determinable, and an estimate of the probable and reasonably possible loss or range of loss in excess of amounts accrued for such proceedings cannot be reasonably made, an adverse outcome from such proceedings could have a material adverse effect on the Company’s earnings in any given reporting period. However, in the opinion of management, after consulting with legal counsel, 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.

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 that sent acetone to the site 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 addressed the group’s initial 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, particularly parties the State alleges provided chlorinated solvents for recycling, 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.

In addition, 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 40 years. The Company vacated the building in May 2002. Certain contaminants have been found in the local groundwater and site soils. The location of key soil contamination (and some related site groundwater impact associated with the soil contamination) is concentrated in and found to emanate from an area of an underground storage tank that the Company believes to have been installed and primarily used in the early 1960s by a former tenant at the site who preceded the Company’s tenancy. There are no litigation claims pending with respect to environmental matters at the Newbury Park site.

The Los Angeles Regional Water Quality Control Board (“RWQCB”) having authority over the site issued joint instructions in November 2008, ordering the Company and the current owner of the site to perform additional assessments and surveys, and to create ongoing groundwater monitoring plans before any final regulatory action for “no further action” may be approved. In September 2009, the regulatory agency issued supplemental instructions to the Company and the current site owner regarding previously ordered site assessments, surveys and groundwater monitoring. In October 2013, an order was issued including a scope of proposed additional site work, monitoring, and proposed remediation activities. The Company filed appeals of the October 2013 order seeking reconsideration by the RWQCB and review by the State Water Resources Control Board (“SWRCB”) of the removal of two other potentially responsible parties, and seeking clarification of certain other factual findings. In April 2015, the RWQCB denied the Company’s request to name the two other potentially responsible parties to the order, but did correct certain findings of fact identified by the Company in its petition for reconsideration. The SWRCB has not yet ruled on the Company’s petition for review of the RWQCB’s action as the petition was filed with a request it be held in abeyance.

The Company has been engaged with the regulatory agency, including technical discussion between the Company’s environmental firm and RWQCB staff, and has initiated the technical efforts to comply with the order. The Company submitted technical reports prepared by the environmental firm to the RWQCB and has received confirmation regarding the satisfaction of portions of the order. The Company also submitted a remedial action plan prepared by the environmental firm outlining the cleanup of soil, groundwater, and soil vapor at the site. The parties are continuing to work toward compliance with the October 2013 order and anticipate working cooperatively on any ultimate proposed cleanup and abatement work.

The Company has accrued liabilities where it is probable that a loss will be incurred and the cost or amount of loss can be reasonably estimated. Based on the Company’s preliminary assessment following a November 2012 draft cleanup and abatement order, which has been reviewed under the October 2013 order pending the current appeal by the Company and other impacted parties, the Company had determined a revised likely range of probable loss between $2.7 million and $5.7 million. Based on later determinations by the RWQCB and refinement of the draft remedial action plan, the Company determined a revised likely range of probable loss between $5.3 million and $7.5 million. Given the uncertainties associated with environmental assessment and the remediation activities, the Company is unable to determine a best estimate within the range of loss. Therefore, the Company has recorded the minimum amount of probable loss as follows within the Company’s condensed consolidated balance sheets. 

(in thousands)
Accrued Liability
 
Other-Long Term Liability
 
Total
Balance at January 31, 2016
$
1,150

 
$
4,180

 
$
5,330

Change in estimate
(517
)
 
517

 

Utilization
(113
)
 

 
(113
)
Balance at July 31, 2016
$
520

 
$
4,697

 
$
5,217


These estimates could change as a result of changes in planned remedial actions, further actions from the regulatory agency, remediation technology, and other factors.

Indemnification


The Company has entered into agreements with its current and former executives and directors indemnifying them against certain liabilities incurred in connection with the performance of their duties. The Company’s Certificate of Incorporation and Bylaws contain comparable indemnification obligations with respect to the Company’s current directors and employees.
Product Warranties

The Company’s general warranty policy provides for repair or replacement of defective parts. In some cases, a refund of the purchase price is offered. In certain instances the Company has agreed to other or additional warranty terms, including indemnification provisions.

The product warranty accrual reflects the Company’s best estimate of probable liability under its product warranties. The Company accrues for known warranty issues if a loss is probable and can be reasonably estimated, and accrues for estimated incurred but unidentified issues based on historical experience. Historically, warranty expense has been immaterial to the Company’s consolidated financial statements.
Earn-out Liability
Pursuant to the terms of the amended earn-out arrangement (“Cycleo Amended Earn-out”) with the former stockholders of Cycleo SAS (“Cycleo Earn-out Beneficiaries”), which the Company acquired on March 7, 2012, the Company potentially may make payments totaling up to approximately $16.0 million based on the achievement of a combination of certain revenue and operating income milestones over a defined period (“Cycleo Defined Earn-out Period”). The Cycleo Defined Earn-out Period covers the period April 27, 2015 to April 26, 2020. For certain of the Cycleo Earn-out Beneficiaries, payment of the earn-out liability is contingent upon continued employment and is accounted for as post-acquisition compensation expense over the service period. The portion of the earn-out liability that is not dependent on continued employment is not considered as compensation expense. The Company recorded a liability for the Cycleo Amended Earn-out of $7.6 million and $6.3 million as of July 31, 2016 and January 31, 2016, respectively, of which $3.9 million is expected to be paid within twelve months.

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 net 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 contribution margin 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 the fiscal year 2017 or 2018 targets to be achieved. Refer to Note 7 for additional discussion regarding fair value measurements.
A summary of earn-out liabilities by classification follows:
 
Balance at July 31, 2016
 
Balance at January 31, 2016
(in thousands)
Cycleo
 
Triune
 
Total
 
Cycleo
 
Triune
 
Total
Compensation expense
$
5,777

 
$

 
$
5,777

 
$
4,397

 
$

 
$
4,397

Not conditional upon continued employment
1,296

 

 
1,296

 
1,457

 

 
1,457

Interest expense
520

 

 
520

 
405

 

 
405

Total liability
$
7,593

 
$

 
$
7,593

 
$
6,259

 
$

 
$
6,259

 
 
 
 
 
 
 
 
 
 
 
 
Amount expected to be settled within twelve months
$
3,895

 
$

 
$
3,895

 
$
2,155

 
$

 
$
2,155



25





Note 13: Concentration of Risk
The following significant customers accounted for at least 10% of net sales in one or more of the periods indicated:
 
Three Months Ended
 
Six Months Ended
(percentage of net sales)
July 31, 2016
 
July 26, 2015
 
July 31, 2016
 
July 26, 2015
Arrow (and affiliates)
10
%
 
9
%
 
9
%
 
9
%
Trend-tek Technology Ltd (and affiliates)
8
%
 
7
%
 
10
%
 
11
%
The Company did not have any customer that accounted for at least 10% of total net receivables as of July 31, 2016 or January 31, 2016.
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, including due to natural disasters such as an earthquake or other causes, could delay shipments and could have a material adverse effect on the Company. Although there are generally alternate sources for these materials and services, qualification of the alternate sources could cause delays sufficient to have a material adverse effect on the Company. Several of the Company’s outside subcontractors and suppliers, including third-party foundries that supply silicon wafers, are located in foreign countries, including China, Taiwan, Europe and Israel. The Company’s largest source of silicon wafers is an outside foundry located in China and a significant amount of the Company’s assembly and test operations are conducted by third-party contractors in China, Malaysia, Taiwan, Thailand, Korea and the Philippines. For the second quarter of fiscal years 2017 and 2016, respectively, approximately 24% and 26%, respectively, of the Company’s silicon in terms of cost of wafers was supplied by a third-party foundry in China, and these percentages could be higher in future periods.
In the second quarter of fiscal year 2017, authorized distributors accounted for approximately 64% of the Company’s net sales compared to approximately 61% in the second quarter of fiscal year 2016. Generally, the Company does not have long-term contracts with its distributors and most can terminate their agreement with little or no notice. For the second quarter of fiscal year 2017, our two largest distributors were based in Asia.

26





Note 14: Segment information
Segment Information

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 Group; Power and High Reliability Products Group; Signal Integrity Products Group; and Wireless and Sensing Products Group, 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.

On August 5, 2016, the Company completed its divestiture of its Snowbush IP business (previously part of the Company’s Systems Innovation Group) to Rambus for approximately $32.0 million in cash along with the opportunity to receive additional payments from Rambus through 2022 based upon a percentage of sales by Rambus of new products expected to be developed by Rambus from the disposed assets. Following this divestiture, beginning in the third quarter of fiscal 2017, the Company will no longer have a Systems Innovation Group or an “All others” category.

Net sales by segment are as follows:
 
Three Months Ended
 
Six Months Ended
(in thousands)
July 31, 2016
 
July 26, 2015
 
July 31, 2016
 
July 26, 2015
Semiconductor Products Group
$
135,911

 
$
125,648

 
$
267,056

 
$
253,895

All others

 
64

 

 
1,905

Total
$
135,911

 
$
125,712

 
$
267,056

 
$
255,800

Income by segment and reconciliation to consolidated operating income:
 
Three Months Ended
 
Six Months Ended
(in thousands)
July 31, 2016
 
July 26, 2015
 
July 31, 2016
 
July 26, 2015
Semiconductor Products Group
$
32,497

 
$
22,709

 
$
59,954

 
$
48,038

All others
(1,915
)
 
(2,307
)
 
(2,476
)
 
(4,558
)
   Operating Income by segment
30,582

 
20,402

 
57,478

 
43,480

Items to reconcile segment operating income to consolidated income before taxes
 
 
 
 
 
 
 
Intangible amortization and impairments
6,328

 
6,177

 
12,731

 
12,340

Stock-based compensation expense
6,097

 
2,335

 
11,804

 
8,281

Changes in the fair value of contingent earn-out obligations
(129
)
 

 
(162
)
 

Restructuring charges

 
3,564

 

 
3,564

Environmental reserve

 
520

 

 
2,855

Other non-segment related expenses
1,551

 
4,426

 
2,793

 
7,585

Amortization of fair value adjustments related to acquired PP&E
308

 
312

 
617

 
903

Interest expense, net
2,037

 
1,900

 
3,967

 
3,734

Non-operating expense (income), net
136

 
(117
)
 
181

 
376

Income before taxes
$
14,254

 
$
1,285